Exhibit 99.2

 

Combined Financial Statements for the Business as Defined in the
Agreement dated February 15, 2011 between CB Richard Ellis Group, Inc.
and ING Groep N.V.

 

 

 

December 31, 2010

 

 

 

INDEX TO THE COMBINED FINANCIAL STATEMENTS

 

 

	page
Independent Auditor’s Report	2
Combined Income Statement and Statement of Comprehensive Income	3
Combined Statement of Financial Position	4
Combined Statement of Changes in Equity	5
Combined Statement of Cash Flows	6
Notes to the Combined Financial Statements	7 - 33
Authorisation of the Combined Financial Statements	34

 

 

 

The Management of ING REIM Holding B.V.

 

Independent auditors’ report

We have audited the accompanying combined statement of financial position of the combined business as defined in Note 1 (“the Company”) as of December 31, 2010, and the related combined income statement and statement of comprehensive income, combined statement of changes in equity and combined statement of cash flows for the year then ended. These combined financial statements are the responsibility of the management of ING REIM Holding B.V. Our responsibility is to express an opinion on these combined financial statements based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

International Financial Reporting Standards as issued by the International Accounting Standards Board requires that financial statements be presented with comparative financial information. These combined financial statements have been prepared solely for the purpose of meeting the requirements of Rule 3-05 of Regulation S-X. Accordingly no comparative financial information is presented.

 

In our opinion, except for the omission of comparative financial information as discussed in the preceding paragraph, the combined financial statements referred to above present fairly, in all material respects, the combined statement of financial position of the Company as of December 31, 2010, and the combined results of their operations and their cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Amsterdam, May 12, 2011
Ernst & Young Accountants LLP
/s/ A.B. Roeders
A.B. Roeders

 

 

 

 

 

Amounts in thousands of Euro, unless stated otherwise

		Notes		2010
Management fee income		7		232,029
Other income				1,221
Total income				233,250
Salaries and related expenses		8		120,151
Other expenses		9		66,294
Total operating expense				186,445
Foreign exchange losses				312
Gain from financial instruments at fair value				14
Realized and unrealized losses				298
Operating profit				46,507
Interest income				820
Interest expense				29
Finance result				791
Results from associates		13		5,427
Profit before tax				52,725
Income tax expense		10		18,937
Profit for the year				33,788
Attributable to:
Equityholders of the combined entities				33,788
				33,788
Profit for the year				33,788
Foreign currency translation reserve				6,989
Other comprehensive income, net of tax				6,989
Total comprehensive income for the year, net of tax				40,777
Attributable to:
Equityholders of the combined entities				40,777
				40,777

 

The notes on pages 7 to 33 are an integral part of these combined financial statements.

 

 

3

 

 

 

 

Amounts in thousands of Euro, unless stated otherwise

		Notes		December 31, 2010
ASSETS
Non-current assets
Property, plant and equipment		11		7,332
Intangible assets		12		14,767
Investments in associates		13		62,837
Non-derivative financial assets		21		4,789
Deferred income tax assets		10		6,947
Rental deposits				979
Other non-current assets				39
				97,690
Current assets
Trade and other receivables		14		63,163
Cash and short-term deposits		15		120,187
				183,350
Total assets				281,040
EQUITY AND LIABILITIES
Equity
Equity attributable to combined entities’ shareholder		16		129,011
				129,011
Non-current liabilities
Deferred tax liability		10		8,387
Provisions		17		12,817
				21,204
Current liabilities
Trade and other payables		18		111,843
Income tax payable				14,740
Provisions		17		4,242
				130,825
Total liabilities				152,029
Total equity and liabilities				281,040

 

The notes on pages 7 to 33 are an integral part of these combined financial statements.

 

 

4

 

Combined statement of changes in equity for the
year ended December 31, 2010

 

 

Amounts in thousands of Euro, unless otherwise stated

		Note	s	Equity attributable to combined entities shareholder
At January 1, 2010				134,910
Net result for the year				33,788
Other comprehensive income				6,989
Total comprehensive income				40,777
Share based compensation			8	1,064
Dividends declared			16	(29,230	)
Distribution of capital			16	(55,934	)
Capital contributions			16	37,426
Other movements				(2	)
At December 31, 2010				129,011

 

The notes on pages 7 to 33 are an integral part of these combined financial statements.

 

 

5

 

Combined statement of cash flows for the year ended December 31, 2010

 

Amounts in thousands of Euro, unless stated otherwise		Note	s	2010
Cash flow from operating activities
Profit before tax				52,725
Adjusted for:
Interest income				(820	)
Interest expense				29
Depreciation & amortization			9	5,238
Impairments tangible & intangible fixed assets			12	(98	)
Results from financial instruments at fair value				(14	)
Net foreign exchange results				312
Share of results from investments in associates			13	(5,427	)
Carve-out expense			16	13,304
Other non-cash expense/(income)				(101	)
				65,148
Working capital adjustments
(Increase) / decrease in trade and other receivables			14	10,293
(Increase) / decrease in prepayments and accrued income				864
Increase / (decrease) in trade, other payables and accruals			18	(151	)
Movements in rental deposits				(128	)
Movements in provisions			17	(4,580	)
Movements in retirement benefits obligations				40
Share based compensation			8	1,064
Income tax paid				(25,309	)
Other movements				976
Net cash flow from operating activities				48,217
Cash flows out from investing activities
Investments and advances:
Purchase of property, plant and equipment			11	(766	)
Purchase of intangible fixed assets			12	(2,229	)
Payments for financial instruments				(96	)
Disposals and redemptions:
Proceeds from disposal of property, plant and equipment				13
Proceeds from disposal of intangible assets			12	166
Interest paid				(29	)
Net cash used in investing activities				(2,941	)
Cash flows from financing activities
Distribution of capital			16	(55,934	)
Interest received				841
Dividends paid			16	(30,737	)
Net cash used by financing activities				(85,830	)
Net increase (decrease) in cash and cash equivalents				(40,554	)
Cash and cash equivalents at the beginning of the period				154,233
Effect of exchange rate changes				6,508
Cash and cash equivalents at 31 December				120,187

 

 

As discussed in notes 2 and 16, the Company includes In its financial statements, equity invested in investment funds (co-investment), which were historically held by other ING Group entitles. As such, the actual cash flows of contributions and redemptions in and out of these funds were made by those other ING Group entities and represent a non-cash transaction for the Company. Therefore, these contributions and redemptions are not included in the cash flow statement. During the year ended December 31, 2010, these other ING Group entities contributed a net EUR 24,122 into these funds. This additional Investment is recorded in the Company’s equity attributable to combined entities’ shareholder.

 

The notes on pages 7 to 33 are an integral part of these combined financial statements.

 

 

6

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

1. Corporate information

 

The Company is defined as ING’s real estate investment management business of ING Groep N.V. that is being sold to CB Richard Ellis Group, Inc. and consists of the following real estate investment management operations of the ING Groep N.V. (“ING” or the “ING Group”), which is the ultimate parent company: ING’s real estate investment management activities in Europe (“ING REIM Europe”);in Asia (“ING REIM Asia”); and a portion of ING’s global real estate listed securities investment manager, ING Clarion Real Estate Securities (“ING CRES”) (each a “Business Unit”). The Company’s results also will include the ING Group co-investment stakes in selected funds managed by the Company as defined in the agreement in note 2.

 

The Company manages a global, diversified base of properties in various real-estate classes and under various investment strategies. The Company’s income is primarily derived from three principal sources: asset management fees, transaction fees, and performance fees. Asset management fees are typically recurring in nature and, to a large extent, are value or income based; transaction fees are earned in certain funds when acquisitions or disposals are executed; and performance fees are based on either individual or fund investment performance compared to either nominal or benchmark hurdles.

 

The head office of the Company is in The Hague, The Netherlands.

 

These financial statements were approved by the Management of ING REIM Holding B.V., which is an intermediate holding company wholly owned by ING Group, on May 12, 2011.

 

2. Basis of preparation

 

On February 15, 2011, CB Richard Ellis Group, Inc. (“CBRE”) announced that they had signed a definitive agreement with the ING Group to acquire the Company. CBRE is listed with the United States Securities and Exchange Commission (the “SEC”) and has certain SEC reporting requirements. These historical combined financial statements of the Company have been prepared to be included in CBRE’s SEC reporting requirements. CBRE will report under these SEC requirements only one year of financial statements of the Company, and accordingly a comparative period has not been presented.

 

The historical combined financial statements of the Company have been prepared on a “carve-out” basis of accounting from the consolidated financial statements of the ING Group, using the historical results of operations of the Company, the assets and liabilities attributable to the Company and include certain allocations from the ING Group. The combined financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what its combined results of operations, financial position and cash flows would have been had the Company operated as an independent business during the periods presented.

 

The Company is comprised of a group of stand-alone legal entities, along with allocations of certain assets, liabilities, revenues and expenses, as more fully discussed below. A list of the entities included in these combined financial statements is presented in note 26 and includes co-investment stakes in selected funds managed by the Company as defined in the agreement referred to above. The co-investment stakes are included in these financial statements as associates to the extent they are part of the transaction. The co-investment stakes are not funded by distinct financial liabilities. The funding of the Co-investment stakes is therefore presented as Equity, based on the co-investment stakes’ NAV multiplied by the percentage stake as part of the transaction.

 

The Company has historically operated as an integrated part of the ING Group and within the ING Group’s infrastructure. These combined financial statements have been prepared on a “carve-out” basis from the consolidated financial statements of the ING Group to represent the financial position and performance of the Company as if the Company had existed as of and during the year ended December 31, 2010, and as if International Accounting Standard (“IAS”) 27, Consolidated and Separate Financial Statements, has been applied throughout.

 

The Combined Statement of Financial Position, the Combined Income Statement and Statement of Comprehensive Income, the Combined Statement of Cash Flows and the Combined Statement of Equity represent the Company’s assets and liabilities, results of operations, cash flows and changes in equity on a combined basis. These amounts were derived from the historical accounting records of the ING Group using the results of operations and assets and liabilities of the Company, and were prepared on a carve-out

 

 

7

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

accounting basis. All significant intercompany accounts and transactions between entities included in these combined financial statements have been eliminated.

 

The equity of the Company represents the ING Group’s residual claim on the Company and includes (i) dividends and capital returns paid to ING Group entities (ii) capital contributions received from ING Group entities as a result of the settlement of head-office charges and dividends from co-investment stakes with the ING Group, and (iii) the Company’s cumulative operating results, including other comprehensive income.

 

These combined financial statements include direct charges and certain allocations from the ING Group, for direct and indirect services that include various corporate overhead and administration costs, pension expenses, share based payment expenses, and taxes. These items have been allocated to the Company using various allocation keys, which include headcount, assets under management, number of funds, estimated time incurred per region. The Management of the Company considers that such allocations have been made on a reasonable basis, but may not necessarily be indicative of the costs that would have been incurred if the Company had operated as an independent business.

 

The combined statements of cash flows have been prepared under the indirect method in accordance with the requirements of IAS 7, Cash Flow Statements. The Combined Statement of Cash Flows excludes currency translation differences, which arise as a result of translating the assets and liabilities of non-Euro companies to Euros at year-end exchange rates (except for those arising on cash and cash equivalents) and have been adjusted for non-cash transactions.

 

These combined financial statements have been prepared using International Financial Reporting Standards as adopted by the International Accounting Standards Board (“IFRS”) and prepared on a carve-out basis of presentation pursuant to relevant SEC guidelines. These financial statements are presented in thousands of Euro, unless otherwise stated.

 

3. First time adoption of IFRS

 

In accordance with IFRS 1, First-time adoption of International Financial Reporting Standards, the Company elected January 1, 2009 as the date of transition to IFRS, and accordingly, the combined financial statements prepared on a carve-out basis as of and for the year ended December 31, 2009 are the first IFRS statements of the Company. The carrying amounts of the Company’s interests were based on the values included in ING Group’s historical books and records as of the date of the Company’s transition to IFRS on January 1, 2009. The accounting policies set out in note 6 have been applied in preparing the financial statements for the year ended December 31, 2010.

 

The first time adoption of IFRS had no material effect on cash flows, equity or results as of January 1, 2009 or as of and for the year ended December 31, 2009.

 

4. Significant accounting judgments, estimates and assumptions

 

The preparation of the Company’s combined financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

 

Management has also estimated the allocation of various expenses and certain assets and liabilities that have historically been incurred or maintained by ING Group as disclosed in note 2 and throughout these combined financial statements.

 

In the process of applying the Company’s accounting policies, management has made the following judgments and/or estimates, which have the most significant effect on the amounts recognized in the Company’s combined financial statements:

 

 

8

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

Revenue recognition

When a contract for the sale of a property upon completion of construction is judged to be a construction contract, (see revenue recognition policy for sales of property under development), revenue is recognized using the percentage of completion method as construction progresses. The percentage of completion is made by reference to the stage of completion of projects and contracts based on the proportion of contract costs incurred to date and estimated costs to complete.

 

Taxes

The Company is subject to income and capital gains taxes in numerous jurisdictions. Significant judgment is required to determine the total provision for current and deferred taxes.

 

There are many transactions and calculations for which the ultimate tax determination and timing of payment is uncertain. In particular, when calculating deferred taxation, the effective tax rate applicable to the temporary differences on investment property depends on the method by which the carrying amount of investment property will be realized.

 

The Company recognizes liabilities for current taxes based on estimates of whether additional taxes will be due.

 

Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income and deferred tax provisions in the period in which the determination is made. Deferred tax assets and liabilities are recognized on a net basis to the extent they are relating to the same fiscal unity.

 

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective country of domicile.

 

5.                  Summary of significant accounting policies

 

5.1           Principles of combinations

 

As discussed in note 2, these combined financial statements have been prepared on a carve-out basis. Intercompany balances and transactions with other combined entities have been eliminated. Intracompany balances and transactions with ING entities are shown separately in the combined financial statements and are further discussed in the related party transactions footnote.

 

5.2           Foreign currency translation

 

Functional and presentation currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The combined financial statements are presented in Euro which is the Company’s presentation currency.

 

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Exchange rate differences resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.

 

 

9

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

Foreign operations

The assets and liabilities of foreign operations are translated into the presentation currency at the rate of exchange prevailing at the reporting date and their income statements are translated at the weighted average exchange rates for the year. The exchange differences arising on translation are recognized in other comprehensive income. On disposal of a foreign operation, the deferred cumulative amount recognized in other comprehensive income relating to that particular foreign operation is recognized in profit or loss.

 

5.3           Property, Plant and Equipment

 

Property and Plant include properties under construction and are stated at cost. This includes the cost of construction, equipment, non-refundable purchase taxes, development fees and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

 

Equipment is stated at cost less accumulated depreciation and any impairment losses. The cost of the assets is depreciated on a straight-line basis over their estimated useful lives, which are generally as follows: for data processing equipment two to five years and four to ten years for fixtures and fittings. Expenditure incurred on maintenance and repairs is charged to the income statement as incurred. Expenditure incurred on major improvements is capitalized and depreciated.

 

5.4           Impairment

 

On each balance-sheet date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

 

The recoverable amount is the greater of the net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

 

5.5           Intangible assets

 

Computer software

Computer software that has been purchased or generated internally for own use is stated at cost less amortization and any impairment losses. Amortization is calculated on a straight-line basis over its useful life. This period will generally not exceed three years. Amortization is included in other operating expenses.

 

Other intangible assets

Other intangible assets, such as management rights, are capitalized and amortized over their expected economic life.

 

5.6           Investments in associates

 

Investments in associates are accounted for using the equity method. An associate is an entity in which the Company has significant influence.

 

Under the equity method, the investment in the associate is carried in the statement of financial position at cost plus post acquisition changes in the Company’s share of net assets of the associate. Goodwill relating to the associate is included in the carrying amount of the investment and is neither amortized nor individually tested for impairment.

 

The income statement reflects the share of the results of operations of the associate. Where there has been a change recognized directly in the equity of the associate, the Company recognizes its share of any changes and discloses this, when applicable, in the statement of changes in equity. Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the Company’s interest in the associate.

 

 

10

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

The share of profit of an associate is shown on the face of the income statement. This is the profit attributable to equity holders of the associate and therefore is profit after tax and non-controlling interests in the subsidiaries of the associate.

 

The financial statements of the associate are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies of the associate in line with those of the Company.

 

After application of the equity method, the Company determines whether it is necessary to recognize an additional impairment loss on the Company’s investment in its associate. The Company determines at each reporting date whether there is objective evidence that the investment in the associate is impaired. If this is the case, the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the ‘results from associates’ in the income statement.

 

Upon loss of significant influence over an associate, the Company measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and proceeds from disposal is recognized in profit or loss.

 

5.7           Provisions

 

Provisions are recognized when the Company has a present obligation as a result of a past event, when it is probable that the Company will have to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time-value of money is material, provisions are discounted using a rate that reflects, where appropriate, the risks specific to the liability.

 

5.8           Cash and short term deposits

 

Cash and short-term deposits in the combined statement of financial position are comprised of cash at bank and short-term deposits with an original maturity of three months or less.

 

5.9           Financial instruments

 

The Company classifies its financial assets in the following categories: (i) Trade and other receivables and (ii) at fair value through profit or loss. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

 

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets designated by the Company as such. These instruments are held as an economic hedge of the liability that arises under the deferred compensation plan.

 

Trade and other receivables

Accounts receivable and trade and other receivables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method less provision for impairment when there is objective evidence that the Company will not be able to collect all amounts due.

 

If collection is expected in one year or less (or in the normal operating cycle of the business if longer), amounts are classified as current assets. If not, they are presented as non-current assets.

 

 

11

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

The Company classifies its financial liabilities as other financial liabilities. Other financial liabilities are non-derivative financial liabilities that have not been entered into for trading purposes, nor have been elected to be accounted for at fair value with changes in fair value reported through profit or loss. They are included in current liabilities, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current liabilities. The Company’s other financial liabilities comprise ‘trade and other payables’ and ‘other payables’.

 

5.10    Employee benefits

 

Pension plans and post-retirement plans

The Dutch employees of the Company participate in the defined benefit plan in the Netherlands (the ING Pension Fund) which is sponsored by ING Group. The plan shares the risks between individual companies within ING Group and consequently the liability specific to any one company within the Netherlands cannot be determined. ING Group charges individual group entities with a portion of the total defined benefit cost based upon the employees currently in service at that entity. As a result, no assets or liabilities are reflected on the Company’s combined statements of financial position, and the Company includes this charge in the combined statement of comprehensive income for the period.

 

In addition, the Company has defined contribution plans. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

 

For defined contribution plans, the Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

 

Share-based payments

Certain Company employees participate in ING Group share-based payment plans. These plans allow certain employees of the Company to acquire ING Group common shares or receive cash payments linked to ING Group’s share performance. These plans generally vest if the employee stays with the Company during an uninterrupted period of time.

 

For equity settled plans, the fair value of the options and performance shares granted is recognized as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and is spread over the period during which the employees become unconditionally entitled to the options or performance shares. The fair value of the options and performance shares granted to the Company’s employees is measured using a Monte Carlo simulation based valuation model, taking into account the options’ terms and conditions.

 

For cash settled plans, the fair value of the awards is re-measured each reporting period and changes in the fair value are recognized in the combined income statement.

 

Termination benefits

Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Company recognizes termination benefits when it is demonstrably committed to either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the end of the reporting period are discounted to their present value.

 

Profit-sharing and bonus plans

The Company recognizes a liability and an expense for bonuses and profit-sharing, based on a formula that takes into consideration the profit attributable to the combined entities’ shareholders after certain

 

 

12

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

adjustments. The Company recognizes a provision where it is contractually obliged or where there is a past practice that has created a constructive obligation.

 

5.11    Offsetting of financial assets and financial liabilities

 

Financial assets and financial liabilities are offset, and the net amount reported in the statement of financial position when the Company has a legally enforceable right to set off the recognized amounts and intends to either settle on a net basis or to realize the asset and settle the liability simultaneously.

 

5.12    Leases

 

Lessee accounting

Finance leases, which transfer to the Company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments.

 

Lease payments are apportioned between finance charges and a reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to the income statement as they arise.

 

All other leases are classified as operating leases. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term, except for contingent rental payments, which are expensed when they arise.

 

Lessor accounting

Properties leased out under operating leases are included in investment property assets. When assets are leased out under a finance lease, the present value of the lease payments is recognized as a lease receivable in other long term assets.

 

5.13    Income recognition

 

Management fee income

Fees and commissions are generally recognized as the service is provided.

 

Asset management fees

Asset management fees related to real estate investment funds are recognized on a pro-rata basis over the period the service is provided.

 

Transaction fees

Transaction fees arising from negotiating or participating in the negotiation of a transaction with a third-party are recognized on completion of the underlying transaction.

 

Performance fees

Performance fees are paid from the real estate investment funds managed by the Company usually at the end of a performance period. Performance fees are recognized based on the actual performance of the fund, when they can be reliably estimated.

 

Interest income

Interest income is recognized as it accrues using the effective interest rate method.

 

5.14    Expense recognition

 

Expenses are recognized in the income statement as incurred or when a decrease in future economic benefits related to a decrease in an asset or an increase in a liability has arisen that can be measured reliably.

 

5.15    Accounting policies for the statement of cash flows

 

 

13

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

The statement of cash flows has been presented in accordance with the indirect method, classifying cash flows as cash flows from operating, investing and financing activities. In the net cash flow from operating activities, the result before tax is adjusted for those items in the income statement, and changes in combined statement of financial position items, that do not result in actual cash flows during the year.

 

For the purposes of the statement of cash flows, cash and bank balances comprise balances with less than three months’ maturity from the date of acquisition, including cash and non-restricted balances with central banks, treasury bills and other eligible bills, amounts due from other banks and amounts due to banks. Investments qualify as cash and bank balances if they are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

 

Cash flows arising from foreign currency transactions are translated into the functional currency using the exchange rates at the date of the cash flows. The net cash flow shown in respect of Loans and advances relates only to transactions involving actual payments or receipts.

 

5.16    Taxation

 

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date. Current income tax relating to items recognized directly in equity is recognized in equity and not in the income statement. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

 

Deferred income tax

Deferred income tax is provided using the liability method on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes with the following exceptions:

 

·                       Where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss

·                       In respect of taxable temporary differences associated with investments in subsidiaries, joint ventures and associates where the timing of the reversal of the temporary differences can be controlled by the parent, venturer or investor, respectively, and it is probable that the temporary differences will not reverse in the foreseeable future

 

Deferred income tax assets are recognized only to the extent that it is probable that taxable profit will be available against which deductible temporary differences, carried forward tax credits or tax losses can be utilized.

 

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

 

6.                  Standards issued but not yet effective

 

6.1           Standards that became effective in 2010

 

Below is a list of standards/interpretations issued or revised that became effective in 2010:

 

·                       IFRIC 17 (amendment), ‘Distribution of non-cash assets to owners’ (effective as of July 1, 2009);

·                       IFRIC 18 (amendment), ‘Transfers of assets from customers’ (effective for transfers of assets on or after July 1, 2009);

·                       IFRIC 9 (amendment), ‘Reassessment of embedded derivatives and IAS 39, Financial instruments: Recognition and measurement’ (effective as of July 1, 2009);

 

 

14

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

·                       IFRIC 16 (amendment), ‘Hedges of a net investment in a foreign operation’ (effective as of July 1, 2009);

·                       IAS 39 (amendment) ‘Financial Instruments: Recognition and Measurement’ - Eligible hedged items (effective as of July 1, 2009);

·                       IFRS 2 (amendment), ‘Group cash-settled share-based payment transactions’ (effective from January 1, 2010);

·                       IFRS 5 (amendment), ‘Non-current assets held for sale and discontinued operations’ (effective as of January 1, 2010);

·                       IAS 36 (amendment), ‘Impairment of assets’, (effective from January 1, 2010);

 

None of these recently issued standards have a material effect on equity or the result for the year.

 

6.2           Standards issued but not yet effective

 

Below is a list of new standards, amendments and interpretations issued but not yet effective, and not early adopted, for the financial year beginning January 1, 2010.

 

·                       IFRS 9, ‘Financial instruments’, issued in November 2009. This standard is the first step in the process to replace IAS 39, ‘Financial instruments: recognition and measurement’. IFRS 9 introduces new requirements for classifying and measuring financial assets as well as changes to treatment of liabilities measured using the fair value option. The Company is currently assessing how its financial assets and financial liabilities would be classified and thus measured under IFRS 9.  The standard is not applicable until January 1, 2013, but is available for early adoption.

 

·                       IAS 24 (revised), ‘Related party disclosures’, issued in November 2009. It supersedes IAS 24, ‘Related party disclosures’, issued in 2003. IAS 24 (revised) is mandatory for periods beginning on or after January 1, 2011. Earlier application, in whole or in part, is permitted.

 

·                       ‘Prepayments of a minimum funding requirement’ (amendments to IFRIC 14). The amendments correct an unintended consequence of IFRIC 14, ‘IAS 19 — The limit on a defined benefit asset, minimum funding requirements and their interaction’. Without the amendments, entities are not permitted to recognize as an asset some voluntary prepayments for minimum funding contributions. This was not intended when IFRIC 14 was issued, and the amendments correct this. The amendments are effective for annual periods beginning January 1, 2011. Earlier application is permitted. The amendments should be applied retrospectively to the earliest comparative period presented.

 

·                       IFRS 7 (revised), ‘Financial instruments’. Emphasizes the interaction between quantitative and qualitative disclosures about the nature and extent of risks associated with financial instruments. IFRS 7 (revised) is effective as of January 1, 2011 and should be applied retrospectively.

 

·                       IFRS 1 (revised), ‘First-time adoption of International Financial Reporting Standards’ (effective as of January 1, 2011, early application is permitted):

a)                  Accounting policy changes in the year of adoption

§                       Clarifies that, if a first-time adopter changes Its accounting policies or its use of the exemptions in IFRS 1 after it has published an interim financial report in accordance with IAS 34, ‘Interim financial reporting’, it should explain those changes and update the reconciliations between previous GAAP and IFRS. It should be applied prospectively;

b)                  Revaluation basis as deemed cost

§                       Allows first-time adopters to use an event-driven fair value as deemed cost, even if the event occurs after the date of transition, but before the first IFRS financial statements are issued. When such remeasurement occurs after the date of transition to IFRSs, but during the period covered by its first IFRS financial statements, any subsequent adjustment to that event-driven fair value is recognized in equity. Entities that adopted IFRSs in previous periods are permitted to apply the amendment retrospectively in the first annual period after the amendment is effective, provided the measurement date is within the period covered by the first IFRS financial statements;

c)                  Use of deemed cost for operations subject to rate regulation

 

 

15

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

§                       Entities subject to rate regulation are allowed to use previous GAAP carrying amounts of property, plant and equipment or intangible assets as deemed cost on an item-by-item basis. Entities that use this exemption are required to test each item for impairment under IAS 36 at the date of transition. It should be applied prospectively.

 

·                       IAS 1 (amendment), ‘Presentation of financial statements’. The revised standard clarifies that an entity will present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements The revised standard is effective as of January 1, 2011 and should be applied retrospectively.

 

·                       IAS 34 (revised), ‘Interim financial reporting’. The revised standard provides guidance to illustrate how to apply disclosure principles in IAS 34 and add disclosure requirements around:

a)                  The circumstances likely to affect fair values of financial instruments and their classification;

b)                  Transfers of financial instruments between different levels of the fair value hierarchy;

c)                  Changes in classification of financial assets; and

d)                  Changes in contingent liabilities and assets.

This revised standard is effective as of January 1, 2011 and should be applied retrospectively.

 

·                       IFRIC 13 (revised), ‘Customer loyalty programs’. The meaning of ‘fair value’ is clarified in the context of measuring award credits under customer loyalty programs. IFRIC 13 (revised) is effective as of January 1, 2011.

 

·                       IAS 32 (amendment), ‘Financial instruments: Presentation — Classification of rights issues’, issued in October 2009. The amendment applies to annual periods beginning on or after February 1, 2010. Earlier application is permitted. The amendment addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. Provided certain conditions are met, such rights issues are now classified as equity regardless of the currency in which the exercise price is denominated. Previously, these issues had to be accounted for as derivative liabilities. The amendment applies retrospectively in accordance with IAS 8 ‘Accounting policies, changes in accounting estimates and errors’. The Company will apply the amended standard from January 1, 2011.

 

·                       IFRIC 19, ‘Extinguishing financial liabilities with equity instruments’, effective July 1, 2010. The interpretation clarifies the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a creditor of the entity to extinguish all or part of the financial liability (debt for equity swap). It requires a gain or loss to be recognized in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value of the equity instruments issued. If the fair value of the equity instruments issued cannot be reliably measured, the equity instruments should be measured to reflect the fair value of the financial liability extinguished. The Company will apply the interpretation from January 1, 2011, subject to endorsement by the EU. It is not expected to have any impact on the Company’s financial statements.

 

·                       IFRS 1 (amendment), ‘First time adoption of International Financial Reporting Standards — Limited exemption from comparative IFRS 7 disclosures for first time adopters’, effective July 1, 2010. The amendment clarifies the requirements of IFRSs when an entity renegotiates the terms of a financial liability with its creditor and the creditor agrees to accept the entity’s shares or other equity instruments to settle the financial liability fully or partially.

 

·                       IFRS 3 (revised), ‘Business combinations’, effective as of July 1, 2010. It clarifies the transition requirements for contingent considerations from a business combination that occurred before the effective date of the revised IFRS, the measurement of non-controlling interests and it also clarifies the guidance applicable to un-replaced and voluntarily replaced share-based payment awards. The Company will apply the revised standard from January 1, 2011.

 

·                       1AS 27 (revised), ‘Consolidated and separate financial statements’ effective as of July 1, 2010. It is clarified that an entity will present an analysis of other comprehensive income for each component of equity, either in the statement of changes in equity or in the notes to the financial statements. The Company will apply the revised standard from January 1, 2011.

 

 

16

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

Once adopted, these standards, amendments or interpretations are expected to have a limited effect on the Company with the exception of IFRS 9, which is expected to impact financial asset classification and measurement.

 

7.     Management fee Income

 

		2010
Asset management fees		214,919
Transaction fees		7,704
Performance fees		5,550
Other fees		3,856
		232,029

 

Asset management fees

The Company sets up real estate investment funds for which it acts as a fund manager. Asset management fees are fees earned by the Company in its role as fund manager of the investment funds, and are charged on an arm’s length basis. In general, the Company acts solely a fiduciary capacity. Therefore, these funds are generally not included in the consolidated financial statements of the Company.

 

Transaction fees

For certain transactions, a transaction fee is payable by the acquiring fund or separate account to the Company.

 

Performance fees

For some real estate funds, if the fund outperforms a designated benchmark, the Company is entitled to a performance fee.

 

Other fees

Other fees mainly consist of commitment fees. For some funds, upon the acquisition of new investments on behalf of clients, an acquisition fee in the form of a percentage of the commitment paid is charged upon signature of the commitment. Other fees also include fund set-up fees.

 

8.                  Salaries and related expenses and social security expenses

 

Salaries and related expenses

		2010
Salaries (including incentive compensation)		98,183
Pension and other staff-related benefit costs		4,907
Social security costs		9,666
Share-based compensation arrangements		1,064
Other staff costs		6,331
		120,151

 

Pension and other staff-related benefit costs

 

ING Group charges individual group entities with a portion of the total defined benefit cost based upon the employees currently in service at that entity. The plan covers the defined benefits of the Company’s employees that participate in the defined benefit plan of ING Group and provides benefits that are related to the remuneration and service of employees upon retirement. The plan consists of an old age’s pension plan, a widow’s pension plan and a disability pension plan. These plans are generally based on final pay. The benefits from this plan are subject to indexation, determined at the discretion of the Board of Directors of ING Group.

 

 

17

 

Notes to the combined financial statements

Amounts In thousands of Euro, unless stated otherwise

 

Annual contributions are paid to the funds at a rate necessary to adequately finance the accrued liabilities of the plans calculated in accordance with local legal requirements. The plan complies with applicable local regulations concerning investments and funding levels.

 

ING Group provides other post-employment benefits to certain employees and former employees. These are primarily discounts on ING products provided to employees and former employees.

 

Stock option and share plans

 

The ING Group has historically granted option rights on ING Group shares and conditional rights on depositary receipts (share awards) for ING Group shares to a number of the Company’s senior executives (members of the Executive Board, general managers and other officers nominated by the Executive Board), and to a considerable number of employees of the Company.

 

In these combined financial statements, the costs associated with the stock option and share plans granted to employees of the Company have been charged to the Company and reflected in the combined income statement.

 

The ING Group option rights granted are valid for a period of five or ten years. Option rights that are not exercised within this period will lapse. Option rights granted will remain valid until the expiry date, even if the option scheme is discontinued. The option rights are subject to certain conditions, including a certain level of continuous service of the employees. The exercise prices of the options are the same as the quoted prices of ING Group shares on the date when the options are granted.

 

The entitlement to the ING Group share awards is granted conditionally. If the participant remains in employment for an uninterrupted period of three years from the grant date, the entitlement becomes unconditional.

 

Every year, the ING Group Executive Board decides whether the option and share schemes are to be continued and, if so, to what extent. During 2010, the ING Group Executive Board decided not to continue the option scheme as from 2011. The existing option schemes up and until 2010 will be run-off in the coming years.

 

Changes in option rights outstanding
		Options outstanding		Weighted average Exercise price
Opening balance at January 1, 2010		934,075		15.75
Transferred		34,516		18.12
Granted		183,013		7.35
Exercised		(28,276)		2.90
Forfeited		(12,492)		11.67
Expired		(70,004)		19.35
Closing balance at December 31, 2010		1,040,832		13.67

 

As of December 31, 2010, total options outstanding consist of 663,961 options relating to equity settled share based payment arrangements and 376,871 options relating to cash settled share based payment arrangements.

 

The ING Group’s weighted average share price at the date of exercise of options exercised in 2010 is EUR 7.46.

 

 

18

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

Changes in option rights non-vested
		Options non-			Weighted average
		vested			grant date fair value
Opening balance at January 1, 2010		590,831			3.49
Transferred		32,401			3.91
Granted		183,013			3.27
Vested		(227,718	)		4.47
Forfeited		(12,492	)		3.40
Closing balance at December 31, 2010		566,035			3.05

 

Summary of stock options outstanding and exercisable
Range of exercise   price in euros		Options   outstanding   as at 31   December   2010		Weighted   average   remaining   contractual   life (in years)		Weighted   average   exercise   price		Options   exercisable   as at 31   December   2010		Weighted   average   remaining   contractual   life		Weighted   average   exercise   price
0.00 - 5.00		193,261		8.22		2.90		-		-		-
5.00 - 10.00		228,028		8.27		7.77		29,401		2.20		9.69
10.00 - 15.00		48,760		3.54		14.10		44,236		3.11		14.07
15.00 - 20.00		245,898		6.29		17.04		76,275		4,25		17.88
20.00 - 25.00		233,993		4.56		24.00		233,993		4.56		24.00
25.00 - 30.00		90,892		4.58		25.43		90,892		4.58		25.43
		1,040,832						474,797

 

The aggregate intrinsic value of options outstanding and exercisable held by the Company’s employees as of December 31, 2010 was EUR 846 and nil, respectively.

 

As of December 31, 2010, total unrecognized compensation costs related to stock options held by the Company’s employees amounted to EUR 666. These costs are expected to be recognized over a weighted average period of 1.8 years. Cash received by the ING Group from stock option exercised by the Company’s employees during the year ended December 31, 2010 was EUR 82.

 

The fair value of options granted is recognized as an expense under staff expenses and is recognized over the vesting period of the options. The fair values of the option awards have been determined using a Monte Carlo simulation. This model takes the risk free interest rate into account (2.0% to 4.6%), as well as the expected life of the options granted (5 to 9 years), the exercise price, the current share price (EUR 2.90 - EUR 26.05), the expected volatility of the certificates of ING Group shares (25% to 84%) and the expected dividend yield (0.94% to 8.99%). The source for implied volatilities used for the valuation of the stock options is ING’s trading system. The implied volatilities in this system are determined by ING’s traders and are based on market data for implied volatilities and not on historical volatilities,

 

 

19

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

Changes in share awards
		Share awards (in numbers)			Weighted average grant date fair value (in euros)
Opening balance at January 1, 2010		345,270			8.66
Transferred		(30,176	)		8.87
Granted		125,789			9.40
Performance effect		(35,604	)		14.27
Vested		(45,367	)		14.56
Forfeited		(8,600	)		7.50
Closing balance at December 31, 2010		351,312			7.60

 

As of December 31, 2010, the share award held by employees of the Company consist of 149,089 share awards relating to equity settled shared based payment arrangements and 202,223 share awards relating to cash settled share based payment arrangements.

 

The fair value of share awards granted is recognized as an expense under staff expenses and is allocated over the vesting period of the share awards. The fair values of share awards have been determined by using a Monte Carlo simulation based valuation model. The model takes into account the risk free interest rate, current stock prices, expected volatilities and current dividend yields of the performance peer group used to determine ING’s Total Shareholder Return (TSR) ranking.

 

As of December 31, 2010, total unrecognized compensation costs related to share awards granted to employees of the Company amounted to EUR 1,144. These costs are expected to be recognized over a weighted average period of 1.9 years.

 

9.  Other expenses

 

Other expenses are specified as follows:

 

		2010
Audit fees		433
Consultancy fees		1,040
Depreciation and amortization		5,238
Professional services		9,033
Travel expenses		5,571
Occupancy costs		5,766
IT expenses		5,238
Head office expenses		14,967
Relocation and restructuring		1,502
Disentanglement cost		1,241
Other employee expense		2,567
Other expenses		13,698
		66,294

 

Historically, the Company has operated within the ING Group, whereby various support services were provided to the Company by ING Group. For the purpose of these combined financial statements, expenses of EUR 14,967 have been charged or allocated to the Company for such services. These services include, but are not limited to, charges for information technology, legal support, treasury and tax support, human relations

 

 

20

 

Notes to the combined financial statements

Amounts In thousands of Euro, unless stated otherwise

 

services, risk management services and corporate communications. These expenses have been charged or allocated to the Company using various allocation keys including headcount, services rendered, time incurred, number of funds under management, and other methods, which the Company has determined to be reasonable methods of allocation, but not necessarily what would have been incurred had the Company operated independently from ING Group.

 

10. Taxation

 

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

The amounts as presented in the combined statement of financial position and where offset are as follows:

 

Deferred income tax

		2010
Deferred tax assets (as presented)		6,947
Deferred tax liabilities (as presented)		8,387
Amounts offset in deferred tax liabilities:
Assets netted in deferred tax liability		1,896
Liabilities netted in deferred tax liability		(10,283	)
		(8,387	)

 

No amounts were offset in the deferred tax assets.

 

The movements in deferred tax balances are as follows:

 

Net movement deferred taxes		2010
Balance as at beginning of the period		(2,173	)
Movements
- Additions, charged to the income statement		1,534
- Exchange rate differences, charged to other comprehensive income		(801	)
Balance as at end of the period		(1,440	)

 

Deferred tax assets and deferred tax liabilities are attributable to the following items:

 

		2010
Deferred tax assets are attributable to the following items:
Operating losses carry forward		3,278
Long-term Incentive and other employee compensation arrangements		2,312
Other		1,357
		6,947
Deferred tax liabilities are attributable to the following items:
Amortization of intangible assets		9,137
Accrued salaries and bonuses		(1,060	)
Other temporary differences		310
		8,387

 

No deferred tax assets have been recognized for gross tax loss carry-forwards which arose in prior periods of EUR 1,356. Of this amount, EUR 1,181 expires between 2015 and 2017 and the remainder has no specified expiration date. Deferred tax assets have not been recognized in respect of these losses as there is uncertainty whether these companies will generate taxable profit in the future.

 

Deferred income tax liabilities have not been recognized for the withholding tax and other taxes that would be payable on the unremitted earnings of certain subsidiaries. Such amounts are permanently reinvested.

 

 

21

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

The major components of income tax expense for the year ended December 31, 2010 are:

 

Taxation

 

		2010
Combined income statement
Current income tax
Current income tax charge		20,527
Deferred income tax
Relating to origination and reversal of temporary differences		(1,590	)
Income tax expense reported in the income statement		18,937

 

A reconciliation between tax expense and the product of accounting profit multiplied by a weighted average tax rate of 32.4% for the year ended December 31, 2010, is as follows:

 

		2010
Profit before tax		52,725
Weighted average tax rate of the group		17,258
Tax impact of:
Non-deductible expenses		1,006
Non-taxable income		(931	)
Other		1,604
Total tax expense reported in the income statement		18,937

 

11. Property, Plant and Equipment

 

		2010
Land and buildings		1,955
Data processing equipment		629
Fixtures, fittings and other equipment		4,748
		7,332

 

Changes in plant, property and equipment
		Land and buildings		Data processing equipment		Fixtures, fittings and other equipment		Total
Year ended December 31, 2010
Opening net book amount		2,207		785		5,358		8,350
Additions		-		201		565		766
Disposals		-		(1	)	(46	)	(47	)
Other changes		-		-		(65	)	(65	)
Depreciation charge		(324	)	(415	)	(1,297	)	(2,036	)
Exchange rate differences		72		59		233		364
Closing net book amount		1,955		629		4,748		7,332
At December 31, 2010
Cost or valuation		2,957		2,258		10,482		15,697
Accumulated depreciation and impairment		(1,002	)	(1,629	)	(5,734	)	(8,365	)
Net book amount		1,955		629		4,748		7,332

 

Depreciation of plant, property and equipment is included in the income statement in other expenses (note 9).

 

 

22

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

12. Intangible Assets

 

		2010
Software		2,302
Software in development		2,204
Other intangibles		10,261
Total Intangible Assets		14,767

 

Changes in intangible assets
				Software in		Other
		Software		development		intangibles		Total
Year ended December 31, 2010
Opening net book amount		2,185		2,001		11,570		15,756
Additions		914		1,310		5		2,229
Disposals		-		(166	)	-		(166	)
Other changes		941		(941	)	-		-
Depreciation charge		(1,784	)	-		(1,418	)	(3,202	)
Reversal of impairment charge		-		-		98		98
Exchange rate differences		46		-		6		52
Closing net book amount		2,302		2,204		10,261		14,767
At December 31, 2010
Cost or valuation		6,652		2,204		14,672		23,528
Accumulated depreciation and impairment		(4,350	)	-		(4,411	)	(8,761	)
Net book amount		2,302		2,204		10,261		14,767

 

Other intangible assets relate to management rights acquired in business combinations. Acquired management rights are tested for impairment at the lowest level monitored for internal management purposes, by comparing the book value of the asset to the best estimate of the fair value of the asset. The impairment test as at December 31, 2010 resulted in a reversal of prior impairment charges of EUR 98. The remaining amortization period for management rights is 7 years.

 

13. Investments in associates

 

Investments in associates		2010
At January 1		33,589
Acquisition of associate interest		27,355
Share of profit/ (loss)		5,427
Exchange rate differences		2,946
Redemptions and dividends		(6,480	)
At December 31		62,837

 

 

23

 

Notes to the combined financial statements

Amounts in thousands of Euro, unless stated otherwise

 

The Company’s share of the result of its associates, and its assets, are as follows:

 

Investments in associates

 

				Company’s balance sheet		Associate’s Net asset		Associate’s Net result
Name		Interest held		value		value		in period
ING Real Estate Asia Retail Fund LP		2.0000	%	6,906		345,272		28,127
Asia Value Fund Limited		2.0000	%	1,366		68,274		1,343
China Opportunity Fund		2.0000	%	3,428		171,396		66,773
Europe Property Strategy N.V.		8.1300	%	5,256		64,626		3,158
ING Clarion Global LP		14.4000	%	19,479		135,270		(5,504	)
ING Clarion Global Ltd		42.6000	%	12,309		28,894		(2,478	)
ING Clarion US LP		12.8300	%	10,133		78,981		5,691
Other investments		less than 0.01	%	355		6,841,000		1,424
I.P. Real Estate Asset Management (Asia) Pte Ltd		50.0000	%	3,605		7,210		8,685
				62,837		7,740,923		107,219

 

For the above associates, in which the interest held is below 20%, the Company has significant influence based on its role as investment manager. The net asset value of the funds is equal to total fund assets less fund liabilities.

 

14. Trade and other receivables

 

Trade and other receivables are specified as follows:

 

		2010
Accounts receivable		27,161
Asset management fees		10,854
Outperformance fee receivable		5,425
Other tax receivables		1,224
Interest and rent receivable		70
Prepayments		4,151
Due from affiliates		5,591
Other receivables		8,687
		63,163

 

This entire amount is due within one year. At December 31, 2010, receivables with a nominal value of EUR 542 were impaired and fully provided for due to tenant defaults. For further information on related party receivables, refer to note 20.

 

Movement in the provision for impairment of receivables was as follows:

 

 

24