Annual Report 2010 (PDF) - Schulthess Group

Annual Report 2010

Schulthess Group AG 

Key figures 

415 

69 

57 

340 

52 

40 

302 

08 09 10 

40 

30 

39 

08 09 10 

26 

08 09 10 

18 

08 09 10 

2 Schulthess Group 

Key figures 

Sales 

in million 

CHF 

Cashflow 

in million 

CHF 

EBIT 

in million 

CHF 

Profit for the year 

in million CHF 

Income statement (in CHF 1000) 2010 2009 2008 

Sales 301 791 339 525 414 597 

Operating cashflow EBITDA 38 923 52 125 68 932 

as % of sales 12.9 % 15.4 % 16.6 % 

Operating profit EBIT 26 178 39 869 56 802 

as % of sales 8.7 % 11.7 % 13.7 % 

Profit for the year (EAT) 18 006 30 042 40 179 

as % of sales 6.0 % 8.8 % 9.7 % 

Balance sheet (in CHF 1000) 31.12.2010 31.12.2009 31.12.2008 

Total assets 225 627 252 155 260 426 

Current assets 107 432 118 084 126 683 

as % of total assets 47.6 % 46.8 % 48.6 % 

Non-current assets 118 195 134 071 133 743 


Short-term liabilities 45 314 58 553 82 471 


Long-term liabilities 16 978 17 888 19 608 


Shareholders' equity 163 335 175 714 158 347 


Return on Equity (ROE) in % 10.6 % 18.0 % 26.0 % 

CAPEX and acquisitions, net 6 912 12 863 22 938 

as % of operating cashflow EBITDA 17.8 % 24.7 % 33.3 % 

Personnel 2010 2009 2008 

Number of employees 1 055 1 145 1 163 

Sales per employee (in CHF) 286 058 296 528 356 489 

Key figures per share 2010 2009 2008 

Number of registered shares 10 625 000 10 625 000 10 625 000 

Earnings per share EPS (in CHF) 1.69 2.83 3.78 

Price/earning ratio 23.28 17.68 11.11 

EBITDA per share (in CHF) 3.66 4.91 6.49 

Price/EBITDA ratio 10.77 10.19 6.47 

Dividend per registered share (in CHF) 1.20 * 1.50 1.50 

Pay-out ratio 70.81 % 53.05 % 39.67 % 

Shareholders' equity per share (in CHF) 15.37 16.54 14.90 

Closing price (in CHF) 39.45 50.00 42.00 

High (in CHF) 52.65 65.80 135.90 

Low (in CHF) 31.20 36.50 35.75 

Market capitalization (in CHF 1.000) 419 156 531 250 446 250 

* Proposal to the general meeting

Annual Report 2010 

Contents 

Annual Report 

4 Report of the Chairman and CEO 

7 Report of Group Management 

10 Social Ecology 

11 R & D of heat pump technology 

24 Corporate Governance 

42 Financial statements of the group 

79 Financial statements of the holding 

83 Milestones 

84 Companies

Report of the Chairman and CEO 

A year of change and encouraging prospects 

2010 was a year of change. The comprehensive restructuring 

of our Group laid the foundations necessary for us to 

look to the future with optimism. In financial 2010, we achieved 

sales of CHF 301.8 million, a figure which represents a 

fall of 11.1 % compared with the previous year (or a decline 

of 7.1 % after currency adjustments). This was due primarily 

to a realignment of the Cooling Technology division involving 

the discontinuation of custom systems activities together 

with the challenging European market environment 

for heating technology products. The closure of the Cooling 

Technology production sites in Lauf and Röthenbach 

in Germany and their integration in our new heat pump 

factory in Kasendorf represented an important milestone 

in the restructuring of the Group. Despite this realignment, 

which involved non-recurring costs of CHF 6.6 million, the 

Group achieved an operating result (EBIT) before restructuring 

costs of CHF 32.8 million, which translates into an EBIT 

margin of 10.9 % and was thus better than the forecasts we 

had previously announced. EBIT after restructuring costs 

stood as CHF 26.2 million (margin 8.7 %). Net profit after 

tax amounted to CHF 18.0 million, which represents a consolidated 

profit margin of 6.0 %. We thus fully achieved the 

goal of reorganizing our Group’s workforce and structure 

during the transitional year of 2010. The result is a sound 

foundation for 2011 and for the continued success of the 

Schulthess Group in the future. 



Dear Shareholders, 

2010 was a year of change. As announced at last 

year‘s General Meeting, the Schulthess Group underwent 

restructuring in the course of 2010. The difficult economic 

situation coupled with structural weaknesses within our 

Group called for decisive, effective measures. As a result, 

individuals with strong track records have been appointed 

to key management positions in all areas of the Group. 

We succeeded in appointing one of the most 

respected managerial figures in Germany’s heating technology 

industry as general manager of the Alpha-InnoTec 

heat pump factory. In order to guarantee seamless integration 

of the two divisions, heating and cooling technology, 

the new manager will also be in charge of the KKT cooling 

technology facility. Apart from this, we appointed younger 

managerial staff and further improved our organisation. 

One of the effects of an efficiency enhancement programme 

in the Heating Technology division was a longterm 

reduction in personnel expenses as well as property, 

plant and equipment costs. We have now laid the foundations 

for a further significant increase in profitability during 

2011 and our aim now is to return to the percentage profitability 

levels of earlier years. The Board of Directors’ decision 

to merge the two German Cooling Technology plants 

in Lauf and Röthenbach with the Kasendorf heat pump 

factory, and to discontinue custom systems business has 

laid the basis for wide-ranging synergies combined with 

improved profitability in the Cooling Technology division. 

This change of focus was completed successfully in the 

course of 2010 and the new factory now specialises exclusively 

in the manufacture of series appliances for the cooling 

units used in the medical and industrial sectors. 

< Rudolf Kägi 

Chairman 

Dr. Werner Karlen 

CEO

Financial figures for 2010 

For the Schulthess Group, 2010 was a year of transition. 

Although sales fell overall by CHF 37.7 million from CHF 

339.5 million to CHF 301.8 million, the Group just managed 

to exceed the forecast of CHF 300 million announced 

in the summer of 2010. 

The major part of this tail-off in sales was due to 

the Heating Technology division, where sales fell from 

CHF 183.1 million to CHF 156.6 million (-14.5 %). In financial 

2009, the division continued to benefit from the high 

order backlog from 2008, which was considerably lower 

in 2010. In Germany, which is our main market, sales lay 

below the previous year‘s level because of weaker overall 

demand. In France, too, sales again fell significantly in line 

with overall market trends. In our core market, Switzerland, 

we succeeded in increasing our sales. With an EBIT margin 

of 11.7 % in 2010, the Heating Technology division remains 

very healthy (2009: 15.9 %). 

In the Cooling Technology division, the decision to 

focus on the manufacture of series products and discontinue 

custom systems operations, which involve considerable 

risk, resulted in a 27.3 % fall in sales to CHF 32.7 million 

in 2010 (previous year: CHF 45 million). Sales of appliances 

for the industrial and medical sectors remained at the 

previous year‘s level. The level of incoming orders in the 

industrial sector, which was 30 % higher than in 2009, was 

encouraging. In 2010, the operating loss amounted to CHF 

2.8 million. This represented a reduction on the 2009 deficit 

of CHF 3.8 million. Non-recurring restructuring costs 

amounted to CHF 6.6 million, which was roughly what was 

expected. 

The Washing Technology division demonstrated its 

long-standing resilience and slightly improved on its performance 

in 2010 with sales of CHF 112.5 million (2009: CHF 

111.4 million.). The domestic market progressed encouragingly. 

Developments in our international markets, however, 

remained unsatisfactory in 2010 and sales failed to 

match those of 2009. The operating result grew by CHF 

1.6 million from CHF 17.3 million to CHF 18.9 million and 

the EBIT margin increased from 15.6 % to 16.8 %. 

Reorganisation of Group structure 

In order to effect the changes required in the Schulthess 

Group, the Group structure was reorganised with 

effect from January 2011. As part of these measures, the 

Heating Technology and Cooling Technology divisions – 

which had hitherto been separate – were merged to form 

the „Heating/Cooling Technology“ division. This means we 

will now benefit fully from having the production facilities 

of the two former divisions in the same location. 

At the same time, controlled ventilation systems was 

split off from the former Heating Technology division and 

combined with the previous Washing Technology division 

to create a new division known as Washing/Household 

Technology. This move will make it possible to profit from 

synergies in the production of series appliances. 

A new start in 2011 

The Schulthess Group looks forward to 2011 with confidence. 

All key areas are now occupied by strong managerial 

teams. At administrative level, we have created 

competitive cost structures and strengthened our sales/ 

marketing and customer service activities. Our innovative 

products will enable us to secure new market share in 2011. 

The more general growth forecasts for our main markets 

look encouraging for both the Cooling Technology and 

the Washing/Household Technology divisions. We also 

believe there are opportunities for growth in the heating 

technology sector, particularly in view of the upward trend 

in the price of oil.. 

Proposals to the General Meeting 

On the basis of the profit reported for the 2010 financial 

year and the solid level of liquidity, the Board of Directors 

will propose a distribution to shareholders totalling 

CHF 12.8 million. This distribution will not be in the form 

of a dividend but of a tax-neutral premium payback. The 

repayment per share should amount to CHF 1.20. 

The Board of Directors will also propose the removal of 

the voting right restriction defined in Article 5, Paragraph 

1 and in Article 14, Paragraphs 2 and 3, of the statutes of 

Schulthess Group AG. As a result, all registered shareholders 

will enjoy full voting rights in the future. 

Outlook and acknowledgements 

General economic indicators suggest that 2011 and 

the years ahead should see positive developments in 

Europe and, in particular, in Germany and Switzerland. For 

industries with a „clean tech“ focus, the opportunities for 

growth remain attractive. The Schulthess Group believes 

that its products and services give it a good position in its 

markets. Thanks to the wide-ranging changes introduced 

during the past year, the Group has laid the foundations 

necessary for long-term, positive growth. 

Schulthess Group 5 

Report of the Chairman and CEO

The aim now is to use the Group’s new foundation, 

which no longer includes custom cooling systems, 

to ensure organic growth and bring about a significant 

improvement in profitability. In view of the stable economic 

situation, the trend towards higher oil and gas prices 

and our new revised cost structure, the Board of Directors 

and Management of the Schulthess Group look forward to 

the future with optimism. 

The structural and staff changes implemented in 2010 

have placed enormous demands on our workforce. The 

Board of Directors and Management would like to thank 



our employees for their unwavering commitment. Performance 

and professionalism will continue to be the foundations 

on which our company‘s success is based in the 

future. We would also like to thank our customers for their 

faith in the Schulthess Group‘s products and services, and 

for their loyalty to our company. Above all, we would to 

thank you, our shareholders, for the trust you have shown 

in the Schulthess Group. 

Rudolf Kägi Dr. Werner Karlen 

Chairman of the Board of Directors CEO

Max M. Müller 

CFO 

> Dr. Werner Karlen 

CEO 

>> Christian Walker 

Head of Division 

Washing Technology/ 

Home Automation 

Report of Group Management 

Successful restructuring of our company 

2010 was a year of transition for the Schulthess Group. The 

conditions facing both the Heating and Cooling Technology 

divisions were unfavourable from the very start of 

the year. The situation was marked by difficult market circumstances, 

a weak euro and inefficient internal structures. 

Management used 2010 to restructure the Group 

and focus its activities. We have now a major step along 

the road towards transforming the Schulthess Group into 

a leading and highly profitable „clean tech“ business. The 

trend towards clean technologies is now firmly rooted in 

both the social and political worlds. The RES directives 

(Use of Renewable Energy Resources) in force in the EU 

since 2009 impose a binding obligation to increase the 

use of renewable energies to 30 % of total production by 

2020 while simultaneously cutting greenhouse emissions 

by 20 % compared with 1990 levels. With products such as 

heat pumps, water coolers, convenience ventilation units 

and energy-efficient washing machines, the Schulthess 

Group is now in the ideal position to take advantage of 

the „clean tech“ trend. 

Growth in the heating technology market below 

expectations 

The building sector is of crucial importance if climate 

protection goals are to be met. In Germany, for example, 

heating accounts for approximately 40 % of total energy 

consumed. The use of heat pumps to heat buildings by 

tapping the heat stored in the earth or air in the form 

of solar energy is one of the most promising renewable 

energy scenarios. This is the reason why heat pump technology 

has established itself as an outstanding „clean 

technology“ in both the new construction and renovation 

sectors in recent years. The authorities have actively promoted 

the more widespread use of heat pumps through 

incentive packages and subsidies in order to help reduce 

dependence on fuel oil and natural gas. 

Through its German subsidiary Alpha-InnoTec, the 

Schulthess Group is now a leading supplier of heat pumps 

in Europe. What is more, in Genvex (the Heating Technology 

division‘s subsidiary in Denmark), the Group now has 

an established specialist in convenience ventilation for 

buildings, with core markets in Denmark, Germany and 

France. 

The European heat pump market collapsed in 2009 as 

a result of the banking and financial crisis and continued to 

decline throughout 2010. This situation was aggravated by 

the relatively low price of oil, increases in the price of electricity 

and the reduction in incentives resulting from national 

budgetary policies, which made conventional oil and 

gas-fired heating more competitive in comparison. 

Given the difficulties confronting it in the heat generation 

sector, the division failed to maintain its sales in 2010 

and saw them fall by almost 15 %. The technologies that 

compete with heat pump applications such as oil/gas-fired 

heating, condensing boilers, wood chip heating or solar 

thermal solutions also suffered from declining sales, for 

example in Germany. The situation was created by dwindling 

overall demand, particularly in the large German and 

French markets and the convenience ventilation market in 


Report of Group Management

Denmark. Only in our core market of Switzerland were we 

once again able to increase our sales and market share. In 

addition, orders in hand were down by CHF 15 million at 

the start of the year compared to 2009. 

Weak sales combined with excessively high fixed costs 

at the beginning of the year pushed the margin down 

from 15.9 % to 11.7 %. Although cost-cutting measures 

were implemented immediately in spring 2010, personnel 

costs as a proportion of sales grew from 18.8 % to 21.2 % 

due, in part, to the long periods of notice given. Expenditure 

on property, plant and equipment was cut swiftly. 

These costs fell from CHF 28.3 million in 2009 to CHF 24.8 

million in 2010 (-12.4 %). 

A range of initiatives was launched in 2010 with the 

clear intention of boosting the division‘s profitability again 

in readiness for 2011. Changes were made at management 

level at both Alpha-InnoTec and Genvex (ventilation sector). 

Apart from this, jobs savings amounting to just under 

25 % were made at Alpha-InnoTec at non-operational level. 

Thanks to the introduction of new SAP software, it will be 

possible to enhance the efficiency of the company‘s internal 

processes from mid-2011. This advanced ERP system 

will also enable us to control production using kanban 

and just-in-time methods and to achieve shorter delivery 

times. 

One of the main focuses of our work last year was on 

the development of a new generation of heat pumps, 

which we intend to unveil at the prestigious ISH trade show 

in Frankfurt in March 2011. In line with the trend towards 

better-insulated buildings, the machine is in the lower performance 

bracket but nevertheless has outstanding COP 

(coefficient of performance) figures, very low noise emissions, 

and a hydrofluorocarbon-free coolant. 

The heat pump market started to pick up again 

towards the end of 2010 and we believe there is now some 

potential for growth in the most important markets such 

as Germany, France and, most especially, the UK. In the UK, 

we acquired a new and extremely promising contractual 

partner for our heat pump business. ECONIC is a company 

associated with the Wates Construction Group (£945 million 

sales) and specialises in the planning and installation 

of heat pump systems. We also achieved a breakthrough 

in the OEM field, i.e. the construction of equipment for an 

external brand name, by securing one of Europe‘s largest 

heating groups as a customer for our air/water machines. 

Cooling Technology on a sound footing after 

restructuring 

The Cooling Technology division underwent a complete 

realignment in 2010. KKT Kraus, a leading company 

in the production of water coolers for industrial, medical 

and IT applications as well as of comprehensive cooling 

solutions for buildings (custom systems), was acquired by 

the Schulthess Group in 2005. In the course of the next 

three years, the company focussed predominantly on 

major hospital projects in Russia. During the crisis of early 


Report of Group Management 

2009, the company received no further orders any more 

and the subsequent delay in introducing strategic measures 

forced the company into an increasingly difficult 

financial situation. 

At the beginning of 2010, the Board of Directors decided 

on a range of radical measures. The first of these was 

to discontinue its risky and volatile operations in custom 

systems involving all-round cooling solutions. The second 

was the closure and transfer of the activities of the two existing 

Nuremberg plants to Kasendorf, 100 km away, where 

they were integrated into the Alpha-InnoTec plant, which 

was extended in 2007. The third was an immediate reduction 

in the size of the workforce to an appropriate level and 

a number of changes in the management team. 

The company’s strategic withdrawal from its custom 

systems business was completed and all outstanding 

systems projects concluded in 2010. As a result, the 

division‘s sales fell by 27 % to CHF 32.7 million. Staff levels 

were reduced from 175 to under 100 posts. Despite knockon 

effects from the previous year, personnel expenses 

and property, plant and equipment costs were reduced 

by 31 %, and 23 % respectively during the period under 

review. The operating result before non-recurring costs 

was CHF -2.8 million 

The job of closing the two factories and transferring 

operations has now been completed. Relocation went 

according to plan and no customers were lost as a result. 

The management of the Cooling Technology division has 

been reorganised: The management of Alpha-InnoTec is 

now also in charge of KKT Kraus and consequently the 

Cooling Technology division as a whole. This means we 

now have just one management team and close cooperation 

between the two business sectors. Our aim is to 

make full use of the potential synergies in terms of R&D, 

production, purchasing, distribution and service. We were 

able to take advantage of the majority of these synergies in 

2010, a fact that will help bring about a significant improvement 

in results in 2011. The market for cooling technology 

appliances continues to be an attractive growth area and 

the next step will be to finish the job of streamlining our 

product range, which is already under way, and to further 

expand our customer base. 

A demonstration of solidity from Washing 

Technology 

Our washing and drying appliances business continued 

to grow in 2010. Sales climbed by nearly one percent 

to CHF 112.5 million. Sales of appliances for both singlefamily 

homes and apartment buildings increased slightly. 

The sharpest increases were generated by commercial 

machines and dryers. The growing popularity of clean 

technology in Switzerland has given particular impetus 

to the demand for tumblers with integrated heat pumps 

for energy-saving clothes drying. The Schulthess Group‘s 

washing machines and dryers are regularly sold with the 

EU Energy Label‘s A+AA classification and the new heat

pump dryer is the most energy efficient in the whole of 

Switzerland. 

The impact of the crisis on our neighbouring countries, 

particularly on our target markets in France and the 

UK, prevented us from achieving the export goals we had 

set ourselves and international sales fell one again. New 

measures designed to increase sales in 2011 were put into 

place. 

At CHF 18.9 million, the Washing Technology division‘s 

operating result was up 9.2 % on 2009. The advanced concept 

behind the new Spirit line of appliances introduced 

in 2009/2010 was well received by our customers and the 

products proved to be extremely competitive. A further 

reduction in materials and personnel costs resulted in a 

further improvement in the division‘s productivity. 

A healthy, solid balance sheet 

Although the Schulthess Group faced considerable 

challenges in financial 2010, the equity base remained at 

the high level of around 72 %. At year-end, shareholder‘s 

equity amounted to CHF 163.3 million (2009: CHF 175.7 million). 

At CHF 6.9 million, investments were down by CHF 6 

million on the level for the previous year, but this was still 

enough to cover all the strategically necessary expenses.. 

With a free cash flow of CHF 23.5 million, net liquidity grew 

from CHF 21.1 million to CHF 28.4 million. 

A storm weathered by our workforce 

The forward-looking restructuring of the Cooling 

Technology division and the streamlining of costs in Heating 

Technology led to a reduced workforce at the end of 

2010. At the start of the year, the Schulthess Group employed 

1 111 people. At 31.12.2010, this number had fallen to 

999 (-10 %). Group Management wishes to take this opportunity 

to thank all our employees for their hard work and 

commitment. The restructuring of the Schulthess Group 

has left us stronger and we can look forward to the year 

ahead with a great deal of optimism. 


Report of Group Management

Social Ecology 

Focus on clean technologies means new challenges 

for the Group 

The transformation of our Group into a clean technology 

organisation currently being pushed through by 

the Board of Directors and Group Management has direct 

implications for our human resources policies, which follow 

on from our business policies. During periods of rapid 

and far-reaching change, sustainable, socially responsible 

human resources management is of crucial importance. 

The need to take account of the individuals working for 

the company assumes enormous significance. 

The Schulthess Group is aware of these responsibilities 

and has responded by implementing vital measures 

in many areas of its operations. The importance of the 

Group‘s employees in ensuring its success was the core 

consideration during all these activities. 

Given the increasing complexity of our business operations, 

highly qualified employees form the basis for longterm 

success. That is why the Schulthess Group supports 

the development of professional, managerial and social 

skills through practical, forward-looking vocational and 

further training. The focus is on learning-on-the-job, taking 

advantage of demanding external training programmes, 

identifying opportunities for employees‘ future professional 

careers and assisting in the development of management 

personnel who are able to cope with change. 

We also attach enormous importance to apprentice 

training. Our apprentice training strategy is professionally 

organised and has proved to be successful over a period 

of many years. All the Group‘s subsidiaries offer forwardlooking 

training opportunities and thus guarantee training 

excellence. We believe in all-round professional training so 

that our future employees not only possess the necessary 

technical abilities but can also call on personal resources 

such as responsibility and initiative, team-working skills, 

adaptability and independence. We are also delighted that 

we are able to employ most of our apprentices in our company 

and in this way ensure that we continue to benefit 

from staff who are specialists in our industry. 


Social Ecology 

However, if we are to continue strengthening our market 

position, offering our own employees basic and further 

training is not enough and we will need to source additional 

help from the labour market. Here, the company’s 

market positioning plays an important role. Our basic commitment 

to renewable energies increases our chances that 

potential employees will perceive us as a forward-looking 

employer. At the same time, we attach great value to a 

selective recruitment process, to providing a motivating 

working environment, to the fair and equitable treatment 

of all our employees and a clearly structured, performanceoriented 

remuneration model. 

Our Group structure continues to encourage individual 

companies to maintain their pragmatic SME spirit but 

at the same time gives them all the advantages of an international 

Group. Management’s priorities include the maintenance 

of short communication and decision-making 

channels, as well as flat hierarchies. They also give individuals 

considerable freedom of action, encourage them 

to take responsibility for their own actions, and promote 

entrepreneurial thinking and action at all levels. 

The success of the ongoing transformation process 

will depend to a large extent on the systematic, professional 

guidance provided by management staff. They are 

responsible for ensuring that employees properly understand 

the changes that are taking place, that they possess 

the relevant information and that they are encouraged 

to make the most of their potential. This approach is 

crucially important if we are to maintain the motivation 

and commitment of our employees and work together to 

ensure the success of this process of transformation. The 

clean tech sector is sustainable; i.e. in economic, social and 

ecological terms it has a long-term future. The Schulthess 

Group’s corporate values require above-average motivation 

from our employees. 

Felix Kolb 

Head of HR at 

Schulthess Maschinen AG

Dr. Joachim Maul 

Head of R&D 

Alpha-InnoTec GmbH 

R & D of heat pump technology 

Why heat pump technology has a future 

Heat pump technology has an extremely promising future. 

As a result of the 1997 Kyoto Protocol, there are many programmes 

for the reduction of CO 2 emissions throughout 

the world. Many countries have aligned their aims with the 

European Union‘s goal of cutting its greenhouse gas emissions 

to 20 % below their 1990 value by 2020. 

A further issue is the dependence of many countries 

on available fossil fuel resources. It was economic growth 

in many countries that drove the price of oil to a record 

high in 2008 and made the extent of our dependence on 

fossil fuels, the predominant source of energy in many 

areas, dramatically clear. Only with the subsequent financial 

crisis and the resulting contraction of the global economy 

did the price of oil move downwards again. Since 

then, the price of oil has risen again and many respected 

economic institutions are predicting further increases. 

There can be no doubt that these developments, coupled 

with the increasing scarcity of fossil fuel reserves, have 

brought about a widespread change of philosophy. The 

aim is to reduce this dependency and move from fossil 

fuels to resource-saving energies such as renewables. A 

new awareness of the need both to use existing resources 

sparingly and to protect the environment is emerging. 

In some countries such as Switzerland and the Scandinavian 

states, heat pumps are now installed in 80 % of new 

buildings. In Germany, the proportion is only 25 % but the 

trend is upwards. However, the renovation sector has huge 

potential and we intend to exploit this in the future. In the 

past, the question of return on investment was a problem. 

Studies have shown that this is no longer the case on the 

price of oil exceeds USD 90 and that consumers are even 

prepared to put up with higher initial costs if their investment 

pays for itself in an acceptable time and their subsequent 

costs are substantially reduced. The oil price moved 

above the USD 90 level in December 2010. It is generally 

acknowledged that the change in the price of oil is one 

of the decisive motors for the development of renewable 

energies, and in particular heat pump technologies. 

Trends in the heat pump sector 

As one of the pioneers of heat pump technology in 

Europe, Alpha-InnoTec has driven development forward 

and smoothed the way for this heating technology of the 

future through numerous innovations. The heat pump 

principle is now accepted as an established heating technology. 

Nevertheless, there is still ample potential for further 

development. In comparison, there is no great likelihood 

of technical advances in fossil fuel technologies 

because of the already high level of product maturity. 

On the markets our heat pumps have clearly set themselves 

apart from the competition, not only because of 

their outstanding energy efficiency but also their ease of 

use, high levels of acoustic insulation and uncomplicated 

installation. Independent institutes such as the Stiftung 

Warentest have confirmed these observations. 

The following issues will be important in the development 

of new generations of heat pumps: 

• continuous improvements in the efficiency of extracting 

energy from the three sources of heat: air, soil and 

water, 

• optimally harmonised system solutions for the new 

building and renovation markets, 

• enhanced system versatility involving the integration 

of all types of solar energy, and 

• further-reaching adaptation of system solutions to the 

various markets and their special needs 

As a well-known player in this sector, we are already being 

called in by well-known component manufacturers at an 

early stage during the development of their products, 

which enables us to get our innovations out on the market 

with very little delay. These innovations include new 

energy-efficient heat pumps that have set new standards 

in noise reduction and ease of installation. 

These developments bring with them other new 

trends such as an increase in power generation from regenerative 

sources and the emergence of energy-efficient 


R & D of heat pump technology

uilding management. Among other things, this is leading 

to the decentralization of power generation. In the future, 

we will need intelligent systems that incorporate the heat 

pumps as storage components for the energy they use. 

Alpha-InnoTec is actively involved in current research projects 

into smart grid technology in order to develop solutions 

for the future. 

Environmentally sound coolants with a low greenhouse 

impact will also play a crucial role in the future of 

heat pump technology. Alpha-InnoTec already uses coolants 

with low GWP (global warming potential) and will 

launch a number of new series production units on the 

market in the near future. In consequence, the heat pumps 

help protect the environment not just through their efficient 

use of available resources but also, and increasingly, 

because of the materials employed in them. 

A further trend consists of not only taking energy from 

the environment but of returning it when heating requirements 

are low. In combination with solar thermal solutions, 

it is possible, for example, to return unused energy to 

the ground where it remains available if required. Certain 

countries, such as the Benelux states, will require this by 

law and an initial product will become available this year. 


R & D of heat pump technology 

The future for Alpha-InnoTec heat pumps 

Studies such as those conducted by Frost & Sullivan or 

BSRIA have shown that heat pump technology will continue 

to play a vital role in the future. Both organisations 

expect the demand for heat pumps in Europe to grow by 

50 % over the next five years. They also confirm that heat 

pumps and solar thermal technologies will grow in popularity 

while electric and oil-fired heating solutions will lose 

considerable ground. 

Alpha-InnoTec‘s motivated development team is 

responding to the challenges of the European markets by 

developing innovative new products that will continue to 

consolidate and extend the company‘s excellent position 

in this market in 2011. While opening up new horizons, 

the company will remain committed to its proven values 

in terms of quality and cost objectives. In this way, we will 

continue to use our policy of ongoing product renewal as 

a strategy for growth in the heating technology sector.

Reduction of CO 2 by applications of technologies using 

natural resources 

See examples of Schulthess CleanTech Products on the following pages 

Schulthess Group 13

Heating Technology 

Heat pumps draw 2⁄₃ of their energy from the environment 

around them and probably have the greatest CO 2 saving 

potential of any heating system. By sourcing the electricity 

needed to run the condenser from exclusively renewable 

supplies (e.g. hydro electricity), you have what is in principle 

a zero-emission heating system.

Solar heat 

Solar thermal power can be used to heat buildings and 

water for households. A working fluid circulates throughout 

the system between the storage boiler and the panels that 

collect the solar energy. The panels on the roof or facade 

of the building collect the sun’s heat and transfer it to the 

working fluid. 

Alpha-InnoTec Sun is also working to develop panels 

integrated directly into facades, and we are the European 

leaders in this specialized sector. Our patent modular 

mounted absorber system allows us to deliver solar panels 

in practically any size and shape, in various colors, while 

still offering excellent value for money and quick delivery.

Washing Technology 

Schulthess believes in conserving resources and building 

sustainable solutions. Thus our new eco-friendly Spirit 

eMotion washing machines save water, energy, detergents 

and time – thanks to the cost-efficient “20 degrees” 

button, the separate ECO energy-saving button, quickwash 

cycles and other extremely energy-efficient technologies.

Ventilation and heat recovery systems 

Controlled home ventilation saves energy, regulates humidity 

and guarantees clean air in your rooms and living 

areas. Alpha-InnoTec’s central ventilation units with integrated 

heat recuperation and/or heat pumps are the optimal 

energy-saving, systematic ventilation system for both 

new homes and renovations.

Corporate Governance 

24 Corporate structure and shareholders 

25 Organizational structure 

26 Capital structure 

28 Board of Directors 

33 Group Management 

34 Compensation, shareholdings and loans 

35 Shareholder‘s participation rights 

36 Changes of control and defence measures 

36 Auditors 

37 Information policy 

38 Financial calendar 

38 Contact adress Investor Relations

Corporate Governance 

Schulthess Group AG (“the Company”) is strongly committed to good corporate governance. In the interest of our shareholders, 

we regularly inform, with a high degree of transparency, about our financial results and business activities as 

well as latest events. In addition to the information in the annual and half-year reports, there are many details about the 

enterprise on our corporate homepage www.schulthess-group.com. 

1. Corporate structure and shareholders 

1.1 Corporate structure 

The operational corporate structure is shown in the following organisational chart. 

Consolidated entities 

a) Listed company 

Company Schulthess Group AG 

Domicile Bubikon/ZH 

Listing SIX Swiss Exchange 

Market capitalisation as of 31 December 2010 CHF 419.156 Mio. 

Own shares held as of 31 December 2010 0,81 % 

Security ticker and number SGRN / 00 2 992 600 

ISIN CH0029926000 

b) Non-listed companies 

The consolidated non-listed companies belonging to Schulthess Group AG are shown on page 45 of the financial 

report. 

1.2 Significant shareholders 

The following shareholders owned more than 3 % of the registered shares as of 31 December 2010: 

Name of the shareholder 31.12.2010 31.12.2009 

Rudolf Kägi 11.07 % 11.49 % 

Paul O. Rutz 10.40 % 10.44 % 

Gebuka AG 7.34 % 7.06 % 

Andrea Malär 5.51 % 5.51 % 

Gabriele Rutz 3.73 % 3.71 % 

In fiscal year 2010, Schulthess Group AG did not receive from any shareholders disclosure notices in accordance with 

Art. 20 SESTA. 

Shareholders‘ agreements 

Schulthess Group AG is not aware of any shareholders’ agreements or of any other arrangements between its significant 

shareholders with regard to the registered shares in Schulthess Group AG or the execution of shareholders’ rights. 

1.3 Cross shareholdings 

Schulthess Group AG has not entered into any cross shareholdings with other companies based on either capital or 

voting rights. 


Corporate Governance

Organizational structure 

Organizational structure as per January 1, 2011 


Board of Directors : Rudolf Kägi (Chairmann), Dr. Peter R. Isler (Vice-Chairman) 

Members: Prof. Dr. Christian Belz, Dr. Gero Büttiker, Thomas D. Rutz 

Heating Technology / 

Cooling Technology Dr. Werner Karlen 

Alpha-InnoTec GmbH DE 

Novelan GmbH DE 

Alpha-InnoTec Sun GmbH DE 

Alpha-InnoTec France EURL FR 

Alpha-InnoTec Norge AS NO 

Erdwärme plus GmbH DE 

Alpha-InnoTec Schweiz AG CH 

KKT Kraus Kälte- und Klimatechnik GmbH DE 

KKT Kraus USA Corp. USA 

Schulthess Group 

Management : Dr. Werner Karlen (CEO), Max M. Müller (CFO) 

Washing Technology / 

Home Automation Christian Walker 

Schulthess Maschinen AG CH 

Merker AG CH 

Schulthess Maschinen GmbH 

AT 

Genvex A/S DK 



2. Capital structure 

2.1 Capital 

The ordinary share capital of Schulthess Group AG amounts to CHF 2 125 000. 

2.2 Authorised and conditional capital in particular 

As of 31 December 2010, there was no additional authorised or conditional capital. 

2.3 Changes in capital structure 

The ordinary share capital of Schulthess Group AG did not change during the year under review. There were no changes 

in the Company‘s capital structure in the past three years. Shareholders’ equity changed mainly due to the increase in 

retained earnings. The structure of shareholders’ equity, during the last three years reported, is the following: 

Shareholders’ equity Schulthess Group AG 

CHF 1000 31.12.2010 31.12.2009 31.12.2008 

Ordinary share capital 2 125 2 125 2 125 

Reserves for treasury shares 2 809 2 152 10 452 

Reserves 22 047 22 704 14 404 

Retained earnings 78 989 70 051 62 805 

Total 105 970 97 032 89 786 

2.4 Shares 

The share capital is divided into 10 625 000 registered shares with a par value of CHF 0.20 each. All registered shares 

are fully paid-in and entitled to dividend payments. Each registered share with voting right entitles to one vote. Only 

persons, registered in the stock ledger of Schulthess Group AG, as shareholders with the right to vote, may exercise the 

voting right. The voting right per shareholder is restricted to a limit of 5 % of all registered shares reported in the commercial 

register. Exempt from this rule are those shareholders, who held more than 5 % of the shares in Schulthess Group 

AG prior to the initial public offering (“grandfathering”). The same voting right rules as mentioned above also apply for 

foreign shareholders. 

2.5 Participation certificates or Bonus certificates 

Schulthess Group AG has neither participation certificates nor bonus certificates outstanding. 

2.6 Details of transferability and registration of nominees 

The transferability of registered shares, with respect to ownership as shareholder or usufructuary, is subject to the approval 

by the Board of Directors. The approval can be refused for important reasons, such as: 

1. In case, an acquirer were to own or to acquire as a shareholder directly or indirectly more than 5 % of the total amount 

of registered shares reported in the commercial register. The Board of Directors can make exceptions to this rule. 

2. Insofar as the recognition of an acquirer as a shareholder, according to the information available, could hinder the 

Company to provide proof, that it is Swiss controlled, as demanded by federal laws. 

3. If the acquirer does not explicitly declare to the Company, that he acquired and will hold the shares in his own name 

and for his own interest. 



Legal entities and groups of joint owners, who are related to one another through capital ownership, voting rights, common 

management or in any other manner, shall be considered as one sole acquirer. The same shall apply for all persons 

or legal entities or groups of joint owners, who act in concert, as a syndicate or in any other manner with the intent to 

evade the limitation on voting rights. 

In fiscal year 2010, the Company basically did not grant exceptions from the restrictions mentioned, except for the voting 

rights of the „grandfathering“ shareholders (Rudolf Kägi, Paul O. Rutz, Andrea Malär - see also paragraphs 2.4 and 1.2 of 

this Corporate Governance Report). 

Schulthess Group AG maintains a stock ledger, listing the name and address of the holders and usufructuaries. The registration 

into the stock ledger requires the condition, that the acquisition of shares for ownership or as a usufructuary can 

be proven. Nominees are registered in the stock ledger without voting rights. A simplification or the abolition of restriction 

rules on voting rights or the transferability of registered shares requires a resolution of the Shareholders’ Meeting. 

Such a resolution must be adopted by at least two thirds of the represented shares, and by the absolute majority of the 

represented par value of shares. 

2.7 Convertible bonds and options 

Schulthess Group AG has not issued any convertible bonds. For compensation purposes, Schulthess Group AG implemented 

an employee option plan for members of the Board of Directors and senior management. A delegated bank of 

Schulthess Group holds shares to ensure exercise of such options. Details of these options are described below; there 

are no further options outstanding. 

Outstanding options on shares of Schulthess Group AG 

Number of opt. Grant date Conversion right Strike price Maturity date 

8 000 April 2007 1 Option : 1 Namenaktie CHF 155.00 April 2011 



No options were granted in fiscal year 2010. 

If all of the options mentioned above were executed, this would represent 0.18 % of the share capital. 



3. Board of Directors 

As of 31 December 2010, the Board of Directors of Schulthess Group AG consisted of five members. 

3.1 Members of the Board of Directors 

Von links: 

From left: 

Prof. Dr. Christian Belz, Thomas D. Rutz, Rudolf Kägi, Dr. Gero Büttiker, Dr. Peter R. Isler 

3.2 Other activities and interests 

The personal details and other activities and interests of individual members of the Board of Directors are as follows: 

Rudolf Kägi 

Chairman 

Born 1941, Swiss 

Education: Technical draughtsman / designer and electrical technician 

Non-executive member 

Member of the Board of Directors since 1995 and Chairman of the Board since 2000 

Career: Joined the Company in 1963 as designer, from 1984 head of research and development and member 

of Management. From 1991, CEO of Schulthess Maschinen AG and from 1995 until 30 April 2006 CEO of Schulthess 

Group. 

Other important activities and interests: Newave Energy Holding AG, Vice-Chairman of the Board of Directors 



Dr. Peter R. Isler 

Vice-Chairman 


Education: Dr. iur. (Doctor of Law), University of Zurich, Attorney-at-law and LL.M. 


Member of the Board of Directors since 1998 

Career: Licensed to practice law since 1977, Attorney-at-law and partner in the law firm Niederer Kraft & Frey, Zurich 

Other important activities and interests: Clariden Leu AG, Vice-Chairman of the Board of Directors, Clariden Leu Holding 

AG, Vice-Chairman of the Board of Directors, Clariant AG, Member of the Board of Directors 

Prof. Dr. Christian Belz 

Member 


Education: Dr. oec. (Doctor of Economics) University of St. Gallen 



Career: Professor of Business Management at the University of St. Gallen since 1989 and Managing Director of the Institute 

of Marketing and Commerce since 1992 

Other important activities and interests: Member of the Board of Directors of Starrag Heckert Holding AG, Création Baumann 

Holding AG 

Dr. Gero Büttiker 

Member 


Education: Graduated in civil engineering from the Federal Institute of Technology, Dr. lic. oec. publ. University Zurich 


Member of the Board of Directors since 2010 

Career: CEO of Nueva Holding AG from 1985 to 1993. Since 1993 self-employed entrepreneur in the construction materials 

sector. 

Other important activities and interests: Chairman of Gebuka AG, Member of the Board of Directors of Sand AG, Läntigen 

Stein AG, Weleco AG, Schmolz + Bickenbach AG, Deutsche Edelstahlwerke AG, Aebi Schmitt Holding AG 

Thomas D. Rutz 

Member 


Education: Business economist, Zurich Technical College 



Career: Since 1991 with Compagnie Granière SA and Hermes-Holding AG, Delegate of the Board of Directors 

Other important activities and interests: none 



Independence of non-executive Directors 

The non-executive members of the Board of Directors have not been members of Group Management at Schulthess 

Group during the last three years. In addition, there are no substantial business relations between Schulthess Group AG 

(Holding company) or its subsidiaries and any of the non-executive Directors. 

3.3 Elections and terms of office 

The Board of Directors of Schulthess Group AG shall be comprised of at least three to a maximum of seven members, 

according to the Articles of Incorporation. They shall be appointed by the Shareholders’ Meeting for a term of three years 

usually and may be re-elected at the end of the period. The elections shall take place in a staggered manner. Information 

to the remaining term of office is contained in the following table: 

Name Office Duties Member Elected 

since until GM 

Rudolf Kägi Präsident nicht-exekutiv 1995 2012 

Dr. Peter R. Isler Vize-Präsident nicht-exekutiv 1998 2012 

Prof. Dr. Christian Belz Mitglied nicht-exekutiv 1998 2012 

Dr. Gero Büttiker Mitglied nicht-exekutiv 2010 2013 

Thomas D. Rutz Mitglied nicht-exekutiv 2002 2013 

Rudolf Kägi was re-elected at the Shareholders‘ Meeting, held on 15 April 2010, for a term of office of two years and Thomas 

D. Rutz was re-elected for a term of office of three years. Dr. Gero Büttiker was elected as a new member of the Board 

of Directors for a term of office of three years. Josef Felder resigned from the Board of Directors with effective date as of 

the Shareholders‘ Meeting 2010. The Board members were elected in individual election procedures. 

3.4 Internal Organisation 

The Board of Directors has the supreme responsibility for the strategy and the ultimate direction of the business of 

Schulthess Group AG. It is the ultimate decision-making authority and determines the guidelines for the strategy, organisation, 

financial planning and accounting, to be followed by Schulthess Group. Rudolf Kägi acts as Chairman of the 

Board of Directors since 2000; Vice-Chairman is Dr. Peter R. Isler. The Chairman is responsible for the preparation and 

implementation of the Board resolutions as well as for the supervision of the overall activities. He shall report regularly 

to the entire Board of Directors. The Board of Directors has entrusted Group Management with the management of the 

daily operations. 

The Board of Directors of Schulthess Group AG shall meet at least four times per year for regular Board meetings. Additional 

meetings are held as often as necessary. The meetings of the Board of Directors usually last between half a day 

to an entire day. In fiscal year 2010, the Board of Directors met 8 times for regular Board meetings; 1 meeting was all-day 

and 7 meetings lasted for half a day. The average attendance was 93 %. In addition, there was 1 telephone conference 

and 2 resolutions were passed by means of circular resolution. The Chairman of the Board determines the items on the 

agenda. In addition, each member of the Board of Directors can request further items to be included in the agenda. All 

members of the Board of Directors receive extensive detailed information, prior to the meetings, in order to prepare for 

the items on the agenda. 

Committees 

The Board of Directors has established an Audit Committee and a Compensation Committee. The chairmen of the committees 

were appointed by the Board of Directors. The committees are obliged to keep minutes of each meeting and to 

give recommendations at the regular meetings of the Board of Directors. The committees do not have decision power. 

The agenda items for committee meetings are decided upon by the chairman of each committee. 



Audit Committee 

The Audit Committee consists of two to three non-executive members of the Board of Directors. The period of office is 

one year, re-election is possible. The Audit Committee currently consists of Dr. Peter R. Isler and Rudolf Kägi. Chairman of 

the Audit Committee is Dr. Peter R. Isler. Representatives of the external auditors or other specialists may also be invited 

to the meetings. The Audit Committee usually meets at least once per quarter and in addition, meets at least 3 times per 

annum with representatives of the external auditors. The Audit Committee met 7 times in fiscal year 2010. The meetings 

usually lasted for half a day. These meetings were also attended by the Chief Executive Officer and the Chief Financial 

Officer. The external auditors participated in 6 of the meetings. 

The Audit Committee’s main task is to maintain a comprehensive and efficient audit concept for Schulthess Group. The 

Audit Committee’s duties include the following: 

• Approval of the key points of the audit 

• Control of the Half Year and Fiscal Year Reports, supported by the external auditors and members of Group Mangement 

• Acceptance of the audit report and any recommendations from the auditors before the end of year accounts (individual 

and group annual accounts) are distributed for the approval by the entire Board of Directors 

• Proposal to the entire Board of Directors regarding the issue, which external auditor should be proposed for election 

as the Company‘s auditors at the next Ordinary Shareholders‘ Meeting 

• Assessment of the audit performance, audit plan, the fees and independence of the auditors 

• Assessment of the internal control system and recommendations for improvements 

Compensation Committee 

The Compensation Committee consists of two non-executive members of the Board of Directors. The period of office 

is one year, re-election is possible. The Compensation Committee currently consists of Rudolf Kägi and Dr. Gero Büttiker. 

Chairman of the Compensation Committee is Rudolf Kägi. The Compensation Committee usually meets once per year. 

In fiscal year 2010, one meeting took place and it lasted for two hours. 

The Compensation Committee advises the Board of Directors on the following subjects: 

• Issues regarding principles of human resource management 

• Membership in Board of Directors and in Group Management 

• Approval of the conditions of employment for members of Group Management with regards to their financial compensation 

• Definition of performance-related compensation for the members of the Board of Directors, of Group Management 

and of further Executives; definition of the compensation structure in general 

3.5 Definition of responsibilities 

The Board of Directors of Schulthess Group AG has issued organisational regulations and appointed a separate Board of 

Directors for each of the companies within the Holding. In principle, the Board of Directors of Schulthess Group AG has 

delegated the responsibilities for daily business operations to the Group Management of Schulthess Group. 



The Board of Directors has explicitly reserved the approval of the following circumstances to itself: 

• Contracts regarding letters of comfort, guarantees, pledges in favour of third parties, etc. 

• Acquisition and disposal of rights in rem for property as well as agreements regarding liens of property 

• Purchase of treasury shares 

• Purchase, disposal, increase, decrease of participations in companies 

• Entering into new business segments or closing of existing segments 

• Foundation or liquidation of subsidiaries 

• Investment decisions above CHF 0.3 million 

• Closing of contracts with third parties that are of particular importance to the Company (e.g. co-operations, partnership 

agreements, etc.) 

• Handling of legal disputes that are of particular importance to the Company (filing of law suits, claims for damages, 

mutual settlement agreements, agreements to relief liable parties that are important to the Company) and appointment 

of a legal representative 

• Appointment and dismissal of members of the Group Management of Schulthess Group, Managing Directors of all 

subsidiaries and Executives who belong to the executive level I according to the management structure of Schulthess 

Group 

• Introduction of changes regarding the staff pension plans and assistance; founding and closing of institutions necessary 

in conjunction with pension plans and assistance 

The Group Management is responsible for the daily activities of Schulthess Group. It reports regularly to the Chairman 

and the Board of Directors. The Group Management submits the annual budget as well as individual projects to the 

entire Board of Directors for approval, and it regularly informs the Board about the developments of each subsidiary. The 

members of Group Management are also obliged to inform the Chairman immediately about specific events within their 

fields of activity and about the measures they have initiated. 

The members of the Board of Directors and the members of the Group Management of the Company have joint signature 

authority. 

3.6 Information and control instruments 

Each month, the members of the Board of Directors of Schulthess Group AG receive from Group Management a report 

on the business development and on major key figures. The reporting includes: 

• Monthly reports and monthly financial statements of each subsidiary 

• Detailed information on incoming orders, order backlog, sales, EBITDA, EBIT, and net profit of each subsidiary 

• Information with regards to the liquidity of each subsidiary 

• Comparison of financial results against budget and against the results of the previous year 

In addition, consolidated statements are prepared on a half-year basis. These include: consolidated income statement, 

consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity, statement of 

comprehensive income. All numbers prepared on a half-year consolidated basis are then compared against the numbers 

of the previous year and against the budget. Based on the monthly financial statements and using a forecast to the end 

of the year, the Board of Directors and Group Management review whether or not the budget can be reached. 

The Chief Executive Officer participates at each of the meetings of the Board of Directors. The Chief Financial Officer participates 

at all those meetings, at which financial results are discussed. 

During Board meetings, each member of the Board of Directors can request information from the other members of 

the Board and from Group Management on all affairs of the Company. Outside of Board meetings, each member of the 

Board of Directors can request information from the CEO or CFO on the course of business and, with the approval from 

the Chairman, on individual business issues. The access to business documents has to be approved by the Chairman. 



Should the Chairman deny a request for information or access to documents, the Board of Directors will decide upon 

the matter. 

The Board of Directors approved an optimised internal control system („IKS“), which has been in effect since 1 January 

2008. The IKS applies a risk-oriented approach (focused on key risks and controls). The scope of the IKS depends on the 

size and risks of each subsidiary. Each subsidiary is classified as a „full scope“ or „limited scope“ company. Within the full 

scope companies, the key risks are monitored continuously and all control measures of the major processes relevant for 

financial reporting will be reviewed for effectiveness every three years. With limited scope companies, controls shall be 

executed in accordance with a plan that is defined on a annual basis. On Group level, controls with regards to the consolidated 

financial statements of the Group are implemented. The following processes were defined as financially relevant: 

Sales/Accounts receivable, Purchasing department/Accounts payable, Inventories, Fixed assets, Salaries and wages, 

Finances, IT, Innovation (Research + Development). The external auditors examine that the IKS rules are complied with, 

and they report their conclusions and recommendations directly to the Board of Directors as part of their regular reporting 

to the Board. 

4. Group Management 

On 31 December 2010, Schulthess Group Management consisted of two members. 

4.1 Members of Group Management 

Dr. Werner Karlen, CEO; Max M. Müller, CFO 

4.2 Other activities and interests 

The personal details and other activities and interests of the two members of Group Management are as follows: 

Dr. Werner Karlen 

Chief Executive Officer (CEO) 


Education: Graduated in engineering at the Federal Institute of Technology, and Dr. oec., University of St. Gallen (HSG) 

Career: Since 1 April 2010 Chief Executive Officer (CEO) and member of Group Management of Schulthess Group, 

2002 to 2009 COO at Phoenix Mecano AG, Stein am Rhein, 2000 to 2002 COO at Biella-Neher AG, Brügg, 1996 to 2000 

Project manager at McKinsey & Co., Zurich for various industrial projects, 1994 to 1996 Sales engineer at ABB Power 

Generation 



Chief Financial Officer (CFO) 


Education: Federal diploma in accounting and controlling 

Career: Since 1996 Chief Financial Officer (CFO) and member of Group Management of Schulthess Group, 1982 to 1995 

various positions in finance and controlling with medium sized companies 


4.3 Management contracts 

Neither Schulthess Group AG nor its subsidiaries have any management contracts with third parties. 



5. Compensation, shareholdings and loans 

5.1 Content and method of determining compensation and shareholding programmes 

Non-executive members of the Board of Directors: 

The non-executive members of the Board of Directors receive remuneration for their mandate as a member of the Board 

of Directors of Schulthess Group AG, which is usually proposed once per year by the Compensation Committee and 

is decided upon by the entire Board of Directors at its full discretion. The remuneration is based on the exposure and 

responsibilities of each individual Board member and is not bound to specific objectives of the Company. 

In fiscal year 2010, the remuneration for the Board of Directors was fixed at CHF 80 000 for the Chairman and Vice-Chairman 

and at CHF 60 000 for the other members of the Board. 42 % of this amount must usually be obtained in shares 

(30 %) and options (12 %). In fiscal year 2010, no options were allocated and the entire percentage of 42 % was drawn in 

shares. The shares and options have a retention period of three years. 

Certain members of the Board of Directors of Schulthess Group AG are at the same time also members of the Board of 

Directors of subsidiaries of the Company for which they receive separate compensation. The amount of such compensation 

is also decided upon by the entire Board of Directors of Schulthess Group AG. Depending on the subsidiary, the 

compensation amounts to between CHF 8 000 and CHF 15 000 per member of the Board of Directors and subsidiary. 

Members of Group Management: 

The remuneration for the members of Group Management is considered and proposed by the Compensation Committee. 

The entire Board of Directors usually decides once per year upon the total amount of remuneration for the members 

of Group Management. The members of Group Management do not participate in the Board meeting, during the time 

that their remuneration is being discussed. 

The remuneration for the members of Group Management includes a fix salary (in cash) in accordance with their responsibilities 

and a variable performance-related component. The fix salary is defined at the end of the previous year and is 

not adjusted during the reporting period. 

The performance-related component is calculated based on the achieved consolidated earnings (EAT) of Schulthess 

Group. The calculation of this profit sharing compensation is done in two steps: 

• In the first calculation step, the profit sharing compensation is calculated as a percentage of the achieved earnings 

after tax during the reporting period by using 1 % for the CEO and CFO. 

• Using the budget forecast, a budgeted amount of earnings after tax is agreed upon at the beginning of each reporting 

year. The amount of profit sharing compensation that shall finally be paid is based on this budgeted EAT in relation 

to the effectively achieved EAT, by using a bonus/malus system. 

• In a second calculation step, the profit sharing compensation that was calculated under the first step will then be 

multiplied by the same factor that the effectively achieved EAT has been over- or under-performing the budgeted 

EAT. 

• As maximum, the profit sharing compensation can amount to CHF 400 000 for the CEO and CFO. 

21 % of the profit sharing compensation must usually be obtained in shares (15 %) and options (6 %). In fiscal year 2010, 

no options were allocated and the entire percentage of 21 % was drawn in shares. The shares and options have a retention 

period of three years. In fiscal year 2010, the relation between the amount of profit sharing compensation and fix 

basic salary was 60 % for the CEO and 70 % for the CFO. 

The entire Board of Directors decided upon the compensation for the members of the Board of Directors and for the 

members of Group Management, without making use of specific surveys or external consultants. 



The employment contracts with the current members of the Group Management do not contain particular termination 

payments nor exceptionally long termination periods (all termination periods below 12 months). 

The former CEO, Artur Rodecker, received CHF 315 000 as fix salary in compliance with contractual commitments. 

5.2 Remuneration to members of the Board of Directors and Group Management 

In accordance with Article 663bbis of the Swiss Code of Obligations, this information is shown in the notes to the consolidated 

financial statements of Schulthess Group. 

6.Shareholders’ participation rights 

6.1 Voting rights and representation 

Each registered share with a voting right entitles to one vote at the Shareholders’ Meeting of Schulthess Group AG. 

A shareholder may, directly or indirectly, for own and represented shares, combine only the voting rights of 5 % of the 

total number of shares registered in the commercial register. Legal entities and groups of joint owners who are related 

to one another through capital ownership, voting rights, common management or in any other manner are considered 

as one single acquirer. The same shall apply for legal entities and groups of joint owners who act in concert, as a syndicate 

or in any other manner with the intent to evade the limitation on voting rights. These voting right limitations do 

not apply for proxy of custody accounts or governing bodies, or for independent proxy in terms of Art. 689c of the Swiss 

Code of Obligations. This voting right restriction is not applicable for those shareholders, who were already registered 

with more than 5 % of all shares at the time that the Articles of Incorporation concerning the voting rights restrictions 

were issued. This exception was again made during the reported period in 2010 (please also refer to “grandfathering” 

shareholders in section 2.4 “Shares” on page 26 of this annual report). 

Each shareholder with the registered right to vote may be represented by another shareholder, who is registered in the 

stock ledger. Proxy of custody accounts in terms of Art. 689d of the Swiss Code of Obligations as well as proxy of governing 

bodies and the independent proxy do not need to be shareholders. 

Conditions for cancelling statutory voting rights restrictions: 

Any change of the voting rights restrictions needs a resolution by the Shareholders’ Meeting, whereby the adoption 

of at least two thirds of the represented share votes and the absolute majority of the represented par value of shares is 

required. 

6.2 Statutory quorums 

For resolutions concerning: 

the change from registered shares into bearer shares 

• 

the dissolution of the Company (also as a result of a merger) 

• 

the change of the Articles of Incorporation on restriction of the transferability of registered shares, the restriction on 

• 

voting rights, the statutory quorums, the change of the number of members of the Board of Directors and the dismissal 

of more than one third of the members of the Board of Directors 

the adoption of at least two thirds of the represented share votes and the absolute majority of the represented par value 

of shares is required. Unless otherwise provided by the law. Schulthess Group AG shall adopt resolutions and make elections 

with the majority of the share votes cast, without considering the number of shareholders present and the represented 

number of shareholder votes. 



6.3 Convocation to the Shareholders’ Meeting 

The convocation to the Shareholders’ Meeting and the agenda are according to the regulations set by the law. 

6.4 Agenda of the Shareholders’ Meeting 

The Board of Directors shall call the Shareholders’ Meeting. Notice of the Shareholders’ Meeting is given by way of 

publication of the invitation in the Swiss Official Gazette at least twenty days before the day of the Shareholders’ Meeting. 

Shareholders, who are registered in the stock ledger, will also receive an invitation by mail. The Board of Directors 

prepares the items on the agenda of the Shareholders’ Meeting. One or more shareholders with the registered right 

to vote, who own shares of the Company representing at least CHF 100 000 of the share capital of the Company, may 

request that an item be included in the agenda before the Shareholders’ Meeting is being called. Requests for the inclusion 

of specific issues and motions in the agenda must be submitted to the Board of Directors at least 45 days prior to 

the Shareholders‘ Meeting. 

6.5 Registration in the stock ledger 

During the last 10 days prior to the Shareholders’ Meeting, no registration in the stock ledger shall be carried out. Shareholders, 

who sell their shares prior to the Shareholders’ Meeting, cannot carry out their voting rights anymore. In case of 

a partial sale or an additional purchase, shareholders can exchange the delivered entry card at the information counter 

on the date of the Shareholders’ Meeting. 

7. Changes of control and defence measures 

7.1 Opting-up and opting-out clauses 

There are no statutory clauses concerning Opting-out or Opting-up (Art. 22 SESTA). 

7.2 Change of control clauses 

Neither the members of the Board of Directors nor the members of Group Management have any specific contractual 

agreements, which would protect them in case of an undesirable change of control in the Company. 

8. Auditors 

8.1 Duration of the mandate and term of office of lead auditor 

PricewaterhouseCoopers AG, Zurich have been auditors of Schulthess Group AG (holding company) and Schulthess 

Group since 1995. The head auditor has been responsible for the existing auditing mandate since 2010. 

8.2 Auditing honorarium 

During fiscal year 2010, PricewaterhouseCoopers AG charged Schulthess Group with CHF 387 000 for auditing services 

in relation to the financial statements of Schulthess Group AG (holding company) and its subsidiaries, as well as the consolidated 

financial statements of Schulthess Group. 

8.3 Additional fees 

In addition, PricewaterhouseCoopers AG charged Schulthess Group with CHF 35 000 for services regarding tax consulting. 



8.4 Supervisory and control instruments vis-à-vis the auditors 

The Audit Committee assesses once per year the performance, remuneration and independence of the auditors and 

reports its conclusions to the entire Board of Directors. The Audit Committee especially examines also the proportion 

between the annual auditing fee and additional non-audit services performed by the auditors. It examines potential consequences 

with regards to the independence of the auditors. Non-audit services have to be pre-approved by the Audit 

Committeee. For fiscal year 2010, the Audit Committee as well as the Board of Directors concluded that the independence 

of the auditors was fully ensured at all times. The auditing fees are subject to the approval by the Board of Directors. 

The Board of Directors proposes to the Shareholders‘ Meeting the election of the auditing firm. Regarding the rotation 

interval of the lead auditor, the Board of Directors follows the regulations of the Swiss Code of Obligations, i.e. the lead 

auditor will be rotated every seven years. The Audit Committee supervises the compliance of these rotation rules. 

On an annual basis, the Audit Committee together with Group Management defines the scope of the external audit and 

examines conditions for potentially additional mandates to the auditing company. The external auditors perform at least 

once per year a detailed audit report and brief the Audit Committee on their findings. In fiscal year 2010, the external 

auditors performed two management reports (one for the half year audit in conjunction with the half year report and 

one for the annual audit in conjunction with the annual report of the Company). 

Representatives of the external auditors participated at 6 meetings of the Audit Committee. The results and recommendations 

in the auditing letters of the external auditors are discussed in detail with the Audit Committee and with Group 

Management. 

9. Information policy 

Schulthess Group AG applies an open and transparent information policy towards its shareholders, the public and the 

capital markets. Shareholders receive detailed information about the business activities and financial situation of Schulthess 

Group AG on a semi-annual basis. With the announcement of the full year financial results in March, a detailed 

annual report is published. This report is sent to shareholders together with the invitation to the Shareholders’ Meeting. 

Schulthess Group continuously takes care of investors and has regular interviews with the financial and daily press. The 

Schulthess Group website www.schulthess-group.com is meticulously taken care of and the Company‘s management 

actively participates at investor seminars and regularly meets larger investors on a one-on-one basis. 

Official notices of the Company are published in the Swiss Official Gazette of Commerce. Publication of price sensitive 

information is done in accordance with ad hoc publicity rules of SIX Swiss Exchange. The modalities for distribution of 

ad hoc news releases (so called push and pull system) have been implemented in accordance with the ad hoc publicity 

rules of SIX Swiss Exchange. 

News releases are available on 

http://www.schulthess-group.com/eMedienmitteilungen.asp?lang=e 

The contact form to subscribe for ad hoc news releases is available on 

http://www.schulthess-group.com/eAd_hoc.asp?lang=e 

The Articles of Incorporation and the Organisational Rules of the Company (documents in German only) are available 

on 

http://www.schulthess-group.com/eStatuten.asp?lang=e 

http://www.schulthess-group.com/eOrgR.asp?lang=e 



10. Financial calendar 

Media and analyst conference fiscal year 2010 results 8. March 2011 

Shareholders‘ Meeting 14. April 2011 

Dividend payment 21. April 2011 

Shareholders‘ letter first half year 2011 16. August 2011 

Publication of sales for fiscal year 2011 17. January 2012 

Media and analyst conference fiscal year 2011 results 13. March 2012 

Shareholders‘ Meeting 19. April 2012 

11. Contact address for Investor Relations 


Chief Financial Officer 


Landstrasse 37 

CH– 8633 Wolfhausen 

Telefon +41 55 253 51 11 

Fax +41 55 253 54 80 

Email cfo@schulthess-group.com 



Consolidated financial statements 

Schulthess Group 

40 Consolidated income statement 

41 Statement of comprehensive income 

41 Consolidated statement of changes in equity 

42 Consolidated balance sheet 

43 Consolidated cash flow statement 

44 Notes to the consolidated financial statements 

44 General Information 

44 Summary of significant accounting principles 

50 Financial risk management 

53 Critical accounting estimates and judgements 

54 Segment Information 

74 Report of the statutory auditor

Consolidated income statement 

in CHF 1 000 Note 2010 2009 

Total Sales 301 791 339 525 

Sales deductions -9 157 -9 566 

Net Sales 5 292 634 329 959 

Cost of material -121 231 -134 470 

Change in inventories -4 142 -3 074 

Personnel expenses -86 713 -92 628 

Rent expenses 21 -3 881 -4 019 

Administration expenses -5 305 -7 610 

Advertising expenses -11 578 -13 447 

Other operating expenses -25 366 -27 360 

Other income 4 505 4 774 

Operating profit before depreciation (EBITDA) 1) 38 923 52 125 

Depreciation on property, plant and equipment 10 -9 098 -9 443 

Amortisation of intangible assets 11 -3 647 -2 813 

Operating profit (EBIT) 2) 26 178 39 869 

Finance income 22 74 227 

Finance expenses 23 -921 -856 

Financial result - net -847 -629 

Profit before income tax 25 331 39 240 

Income tax expenses 18 -7 325 -9 198 

Profit for the year 18 006 30 042 

Attributable to: 

Equity holders of the parent company 18 006 30 042 

Basic earnings per share (in CHF) 24 1.71 2.85 

Diluted earnings per share (in CHF) 24 1.71 2.85 

1) Profit before financial result, tax, depreciation and amortisation (EBITDA) 

2) Profit before financial result and tax (EBIT) 

The notes on pages 44 to 73 are an integral part of these consolidated financial statements. 


Consolidated income statement

Statement of comprehensive income 

in CHF 1 000 31.12.2010 31.12.2009 


Other comprehensive income: 

Currency translation differences -13 724 –508 

Other comprehensive income for the year -13 724 –508 

Total comprehensive income for the year 4 282 29 534 

Attributable to: 

Equity holders of the parent company 4 282 29 534 

Consolidated statement of changes in equity 

in CHF 1 000 Note Share Share 

premium 

Treasury 

stock 

Retained 

earnings 

Currency 

translation 

Shareholder 

equity 

Balance at 1 January 2009 2 125 16 402 -10 452 154 516 -4 244 158 347 

Total comprehensive income for the year 2009 30 042 -508 29 534 

Transactions with treasury shares -4 624 8 300 0 3 676 

Dividend payment 24 -15 843 -15 843 

Balance at 31 December 2009 2 125 11 778 -2 152 168 715 -4 752 175 714 

Balance at 1 January 2010 2 125 11 778 -2 152 168 715 -4 752 175 714 

Total comprehensive income for the year 2010 18 006 -13 724 4 282 

Transactions with treasury shares -148 -657 0 -805 

Dividend payment 24 -15 856 -15 856 

Balance at 31 December 2010 2 125 11 630 -2 809 170 865 -18 476 163 335 



Statement of comprehensive income and Consolidated statement of changes in equity

Consolidated balance sheet 

in CHF 1 000 Note 31.12.2010 31.12.2009 

Assets 

Cash and cash equivalents 6 28 444 21 148 

Trade receivables 7 27 549 38 510 

Current income tax receivables 3 860 0 

Other receivables 8 2 266 3 384 

Prepaid expenses 1 041 1 869 

Inventories and construction contracts 9 44 272 53 173 

Current assets 107 432 118 084 

Property, plant and equipment 10 78 973 90 025 

Intangible assets 11 35 745 40 962 

Pension assets 19 1 864 1 955 

Deferred income tax assets 18 1 613 1 129 

Non-currrent assets 118 195 134 071 

Total assets 225 627 252 155 

Shareholders‘ equity and liabilities 

Financial liabilities 12 4 082 3 133 

Trade payables 13 12 209 11 875 

Current income tax liabilities 7 614 8 234 

Other payables 14 5 197 8 787 

Accrued expenses 15 12 573 22 498 

Short-term provisions 17 3 639 4 026 

Short-term liabilities 45 314 58 553 

Long-term provisions 17 2 831 2 403 

Deferrred income tax liabilities 18 14 147 15 485 

Long-term liabilities 16 978 17 888 

Total liabilities 62 292 76 441 

Share capital 20 2 125 2 125 

Capital reserves 20 11 630 11 778 

Treasury shares 20 -2 809 -2 152 

Retained earnings 20 170 865 168 715 

Currency translation differences 20 -18 476 -4 752 

Total shareholders' equity 163 335 175 714 

Total shareholders‘ equity and liabilities 225 627 252 155 



Consolidated balance sheet

Consolidated cash flow statement 

in CHF 1 000 Note 2010 2009 

Cashflow from operating activities 


Income tax expenses 7 325 9 198 

Financial income -74 -227 

Financial expenses 921 856 

Depreciation on property, plant and equipment 10 9 098 9 443 

Depreciation on intangible assets 11 3 647 2 813 

Interest received 22 74 143 

Interest paid 23 -858 -856 

Income tax paid 18 -8 887 -11 304 

Change in receivables 7,8 5 191 6 275 

Change in valuation adjustments on trade receivables 7 -265 626 

Change in inventories and construction contracts 9 5 017 6 750 

Change in valuation adjustments on inventories 9 70 -453 

Change in pension fund assets 19 91 45 

Change in liabilities and accrued expenses 13,14,15 -9 797 -7 147 

Change in provisions 17 896 433 

Cash flow from operating activities 30 455 46 637 

Cash flow from investing activities 

Investing in property and plant 10 -802 -867 

Divesting in property and plant 10 119 14 

Investing in machinery and vehicles 10 -3 486 -7 073 

Divesting in machinvery and vehicles 10 661 143 

Investing in intangible assets 11 -3 567 -5 131 

Divesting in intangible assets 11 163 51 

Cash flow from investing activities -6 912 -12 863 

Cash flow from financing activities 

Proceeds from financial liabilities 12 1 594 613 

Repayments of financial liabilities 12 0 -16 784 

Repayments of financial loans 0 -454 

Purchase of treasury shares -3 613 -10 

Sale of treasury shares 2 808 3 686 

Dividends paid to Company's shareholders 24 -15 856 -15 843 

Cash flow from financing activities -15 067 -28 792 

Net change in cash and cash equivalents 8 476 4 982 

Statement of cash positions: 

Cash and cash equivalents as at 1 January 21'148 16'416 

Net change in cash and cash equivalents 8'476 4'982 

Currency translation differences -1'180 -250 

Cash and cash equivalents as at 31 December 28'444 21'148 



Consolidated cash flow statement

Notes 

Notes to the consolidated financial statements 

1. General information 

The Schulthess Group‘s core activities are the development, manufacture and marketing of products and services of its 

divisions: Heating Technology, Cooling Technology and Washing Technology. 

In the Heating Technology division, the Schulthess Group develops, manufactures and markets heat pumps, commercial 

and industrial cooling systems and controlled residential ventilation. The heat pumps are manufactured at the Alpha- 

InnoTec GmbH production plant in Kasendorf, Germany. Systems and appliances for controlled residential ventilation are 

manufactured at Genvex A/S in Haderslev (Denmark). 

In the Cooling Technology division, KKT Kraus Kälte- und Klimatechnik GmbH in Kasendorf (Germany) is a manufacturer 

of systems and appliances in the field of cooling and air conditioning technology. 

In the Washing Technology segment, the Schulthess Group is a leading manufacturer of washing machines and -dryers 

and operates in both the household market as well as in the commercial and industrial markets. All the household and 

laundry appliances marketed by this division are developed and manufactured by Schulthess Maschinen AG in Bubikon-Wolfhausen. 

The parent or holding company, the Schulthess Group AG, has its head office at Landstrasse 37, CH-8633 Bubikon- 

Wolfhausen, Zurich (Switzerland). The Schulthess Group AG has been listed on the SIX Swiss Exchange since April 1998. 

The German version of these consolidated financial statements should be used as reference. 

These group consolidated financial statements were authorised for issue by the board of directors on 2 March 2011 and 

will be presented to the general meeting on 14 April 2011. 

2. Summary of significant accounting principles 

2.1 Basis of preparation 

The Schulthess Group‘s consolidated financial statements are based on the individual financial statements of the Group 

companies prepared according to uniform guide lines. They have been prepared under the historical cost convention, 

unless otherwise stated in the accounting principles set out below, and in accordance with the International Financial 

Reporting Standards (IFRS) which have been approved by the International Accounting Standards Board (IASB). The consolidated 

financial statements comply with both, Swiss law and the accounting regulations of the SIX Swiss Exchange‘s 

listing requirements. The presented consolidated financial statements are in Swiss Francs (CHF), i.e. the functional and 

presentation currency used by the parent company and the Group. 

The following accounting principles have been consistently applied for all periods presented. The accounting principles 

are consistently applied by all Group companies. 

Schulthess Group has adopted the following new and amendment IFRSs as of 1 January 2010: 

IFRS 2 Share-based Payment (amendment) 

IFRS 3 Business combinations (amendment) 

IAS 27 Consolidated and separate financial statements (amendment) 

IAS 39 Financial Instruments Recognition and Measurement 

Annual improvements to IFRS - adjustments to various standards 

These amendments have no or no material impact on the consolidated financial statements. 


Notes to the consolidated financial statements

The usual annual clarifications and minor adjustments to various standards as well as interpretations (IFRICs) are probably 

of no relevance to the consolidated financial statements. 

2.2 Balance sheet date 

The balance sheet date for the Schulthess Group, all group companies and the consolidated financial statements is 31 

December. 

2.3 Group companies 

As at 31 December the Schulthess Group AG held substantial participations in the following companies: 

Company Nominal capital Percentage held 

2010 2009 

Schulthess Group AG, CH-Bubikon CHF 2 125 000 Holding 

Schulthess Maschinen AG, CH-Bubikon CHF 1 500 000 100 % 100 % 

Merker AG, CH-Regensdorf CHF 500 000 100 % 100 % 

Schulthess Maschinen GmbH, AT-Wien EUR 500 000 100 % 100 % 

Alpha-InnoTec GmbH, DE-Kasendorf EUR 500 000 100 % 100 % 

Alpha-InnoTec Schweiz AG, CH-Altishofen CHF 250 000 100 % 100 % 

Genvex A/S, DK-Haderslev DKK 2 000 000 100 % 100 % 

KKT Kraus Kälte- und Klimatechnik GmbH, DE-Kasendorf EUR 250 000 100 % 100 % 

On 1 January 2010, Calmotherm was renamed in Alpha-InnoTec Schweiz AG. 

2.4 Consolidation method 

Entities over which the Schulthess Group AG has direct or indirect the power to govern the financial and operating policies, 

generally accompanying a shareholding of more than 50 % of the voting rights, are fully consolidated. The purchase 

method of accounting is used to account for the acquisition of subsidiaries by the group. 

Associates are all entities over which the group has significant influence but not control, generally accompanying a shareholding 

of between 20 % and 50 % of the voting rights. Investments in associates are accounted for using the equity 

method of accounting. 

Investments of less than 20 % are recorded at fair value (plus transaction costs for investments not carried at fair value 

through profit or loss). 

Transactions between group companies under common control are accounted for at carrying amount of the disposing 

group company. 

2.5 Intercompany transactions 

Inter-company transactions, balances and unrealised gains and losses on transactions between group companies are 

eliminated. 

2.6 Segment Information 

The Schulthess Group operates in three business segments - subdivided into Heating Technology, Cooling Technology 

and Washing Technology. Operating segments are reported in a manner consistent with the internal reporting 

provided to the Chief Executive Officer (= Chief operating decision maker). The financial management of the Schulthess 

group is performed by the CEO. The costs incurred in the Schulthess Group AG (holding company) are stated under 

Corporate. 

2.7 Translation of foreign currencies 

The consolidated financial statements are presented in Swiss Franc (CHF), which is the company‘s functional and the 

groups presentation currency. Items included in the financial statements of the individual Group companies are measured 

using the currency of the economic environment in which the company primarily operates (functional currency). 



Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the date 

of the transactions. Foreign exchange gains and losses 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 recognised 

in the income statement. 

Foreign exchange differences arising from non-current intercompany transactions relating to the net investment in 

foreign operations are taken to other comprehensive income. 

Assets and liabilities of Group companies which have a functional currency different from the Swiss Franc (CHF) are translated 

at year-end exchange rates into the presentation currency. Income, expenses, cash flows, cash drains and other 

income statement items are translated at average exchange rate of the reporting period. Resulting exchange differences 

are recognised under the statement of comprehensive income. 

When a foreign operation is partially disposed or sold, exchange differences that were recorded in equity are recognised 

in the income statement as part of the gain or loss on sale. 

Year-end and average exchange rates: 

Balance sheet Income statement 

Year-end rates Average rates 

Currency 

31.12.10 31.12.09 2010 2009 

1 EUR 1.2500 1.4850 1.3820 1.5096 

100 DKK 16.80 19.95 18.56 20.28 

2.8 Cash and cash equivalents 

These comprise cash and cash equivalents including highly liquid investments with original maturities of three months 

or less. 

2.9 Financial assets held for trading 

Following their initial recognition at fair value (transaction costs are expensed in the income statement), gains or losses 

arising from changes in the fair value of financial assets held for trading are recognised in the income statement. 

2.10 Trade receivables 

Trade receivable are recognised initially at fair value and subsequently measured at amortised cost using the effective 

interest method, less provision for impairment. A provision for impairment against trade accounts receivable is established 

when objective indications exist that the amounts due according to the original terms of the receivables can not 

be fully recovered. The extent of the impairment is the difference between the book value of the receivable and the 

present value of estimated future cash flows, discounted at the original effective interest rate. The impairment is recognised 

in the income statement. 

2.11 Inventories and construction contracts 

Inventories are valued at the lower of cost and net realizable value. Cost is determined using the weighted average cost 

formula. The net realizable selling price is the estimated selling price of the normal business performance less the estimated 

costs of completion and distribution. For that purpose a turn-over analysis is applied. 

Semi-manufactured and finished products are valued at manufacturing cost on the basis of progress made. The manufacturing 

costs include the direct material and labour costs as well as the relevant proportional overheads. 

When the outcome of a construction contract can be estimated reliable, then the contract revenue can be recognised 

in accordance with the Percentage-of-Completion-Method. Income and expenditure will be recognised in the income 

statement based on the stage of completion. The stage of completion will be determined by the Cost-to-Cost-Method, 

which means that the stage of completion can be calculated by comparing the actual project costs incurred up to a 



given time with the estimated total project costs. Expected losses on long-term construction contracts are recognised 

as an expense immediately. 

2.12 Property, plant and equipment 

Non-current assets are stated at historical cost less accumulated depreciation and possible impairments. Cost includes 

expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated using the straight-line 

method over their estimated economic life. The depreciation rates are as follows: 

Land none 

Building 25 Years 

Fixed installations 15 Years 

Production equipment and machinery 10 Years 

Specialized tools 5 Years 

IT equipment 5 Years 

Trucks 10 Years 

Service vehicles 5 Years 

Costs of maintenance and repairs as well as low-value items are charged directly as expense to the income statement. 

Any financing costs relating to non-current assets under construction are capitalized. 

Any renovation work increasing the value and lengthening of the useful life of non-current assets is capitalized. 

Gains and losses from the sale of non-current assets are recognised in the income statement. 

2.13 Intangible assets 

Acquired intangible assets that represent a future economic benefit, such as acquired software, licenses, patents and 

similar rights, are initially recognised on the basis of the costs incurred to acquire. They are amortised using the straightline 

method over their useful lives of 3 to 5 years. 

Acquired customer lists are capitalised on the basis of the acquisition cost and amortised by using the straight-line 

method over 10 years. Acquired trade marks with a infinite useful life are not amortised but tested annually for impairment. 

Development costs are capitalized only if the identifiable asset is commercially and technically feasible, can be completed, 

its costs can be measured reliably and will generate probable future economic benefits. Development costs are 

shown at historical cost and amortised by using the straight-line method over its useful life of 5 to 7 years. The costs 

include primarily material and labour costs. Amortisation commences with the utilization of the asset. 

All research costs are charged directly as expense to the income statement. 

Goodwill – the excess of the cost of an acquisition over the fair value of the acquired net identifiable assets at the date 

of acquisition – is included in the balance sheet and is tested annually for impairment. 

2.14 Impairment of assets 

Assets with a definite useful life are assessed at the end of each reporting period whether there is any indication that an 

asset may be impaired. Impairment tests are carried out to calculate the recoverable amount of the assets. 

Goodwill and other intangible assets with an indefinite useful life are tested annually for impairment. Goodwill is allocated 

to cash-generating units for the purpose of impairment testing by using the -discounted cash flow method. The 

allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from 

the business combination in which the goodwill arose identified according to operating segment. 

If the carrying amount exceeds recoverable amount, the necessary impairment is made and recognized in the income 

statement. 



2.15 Financial liabilities and loans 

Financial liabilities and loans are recognised initially at fair value, net of transaction costs. Subsequently they are stated 

at amortised cost using the effective interest method. 

Financial liabilities are classified as short-term liabilities since they are due within twelve months after the balance sheet 

date. Financial loans run more than 12 months and are therefore classified as long-term. 

2.16 Trade payables 

Trade accounts payable and other liabilities are initially recognised at fair value and subsequently measured at amortised 

cost using the effective interest method. 

2.17 Staff pension obligations 

The Schulthess Group operates various occupational pension plans that are adapted to local requirements in the various 

countries. 

All Swiss Group companies either have their own legally independent pension fund or are insured based on collective 

schemes with insurance companies. A pension agreement was concluded directly with an insurance company on behalf 

of a foreign Group company. 

The pension funds are financed by contributions from employers and employees. These pension schemes are in accordance 

with IAS 19 (Employee benefits) defined benefit plans. The implications of the calculation of pension entitlement 

in accordance with IAS 19 are disclosed in the notes to the financial statements. In accordance with IAS 19, actuarial gains 

and losses are recorded using the corridor approach. According to the corridor approach, the accumulated unrecognized 

actuarial gains and losses in excess of the greater of 10 % of the present value of the defined benefit obligation or 10 % 

of the fair value of the existing plan assets are charged or credited to pension costs over the average remaining service 

lives of employees participating in the plan. 

2.18 Current income tax liabilities 

Current income tax is based on the taxable income of the current financial year and is expensed as incurred. 

2.19 Deferred income tax 

Deferred income tax is determined using the liability method based on legally applicable income tax rates on temporary 

differences. On temporary differences on participations no deferred taxes were recorded where the timing of the reversal 

of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse 

in foreseeable future. Tax savings due to tax losses carried forward to be offset against future taxable profit and other 

deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against 

which the deductible temporary differences can be utilized. 

2.20 Provisions 

A provision is only recognised if the company has a current (legal or de facto) liability in respect of a past event and it 

is probable that the settlement of the liability will result in an outflow of resources and the amount can be reliably estimated. 

Where no provision was recognised because one of the above criteria was not met, a corresponding contingent 

liability must be disclosed. 

Provisions are assessed at each balance sheet date and adjusted to the current best estimate. If the corresponding interest 

rate effect is significant then the measurement of the provision is at the present value of the expenditures expected to be 

required to settle the obligation. The increase in the provision due to passage of time is recognised as interest expense. 

If it is expected that the expenditures to settle a liability for which a provision has been recognised will be reimbursed 

by a third party, then this reimbursement is recorded only when it is practically certain that the Group will receive the 

reimbursement. 



2.21 Financial leasing and operating leasing 

Leases in which Schulthess Group, as the leassee, bears substantially all the rewards and risks incidental to ownership of 

the leased asset are treated as finance leases pursuant to IAS 17 upon inception of the lease. The leased asset is recognised 

as non-current asset at fair value or, if lower, at the present value of the minimum lease payments. The leased asset 

is depreciated systematically using the straight-line method. Payment obligations for future lease instalments are recognised 

under other liabilities. 

In the case of operating leases, the leased assets are treated as assets belonging to the lessor since the lessor bears the 

rewards and risks. Leasing payments made under operating leases are charged to the income statement on a straightline 

basis over the period of the lease. 

2.22 Treasury shares 

Treasury shares, recognised at the consideration paid, are deducted from shareholders‘ equity. 

2.23 Earnings per share (EPS) 

Basic earnings per share is calculated by dividing the profit, after deducting minority interests, by the weighted average 

number of shares in issue during the reporting period. The calculation of diluted earnings per share includes all potential 

dilutive effects 

2.24 Recognition of sales revenue and income 

Sales revenue comprises the fair value of the consideration received for all sales of goods and services net of rebates, 

quantity discounts, cash discounts, value-added tax and commissions. Revenue is recognised when risks and rewards 

are transferred. Revenue from sales of services is recognised in the period the services are provided. At balance sheet 

date service subscriptions for the following year are accrued as deferred revenue (a liability). 

Revenue from construction contracts is recognised under the Percentage-of-Completion-Method. 

2.25 Share-based payments 

The Board of Directors of Schulthess Group AG, the Management Board and certain management employees of other 

Group Companies participate in equity compensation plans. the fair value of all equity compensation awards granted to 

employees is estimated, using the binomial method pricing model, at the grant date and recorded as an expense over 

the vesting period. The expense is charged to the income statement as personnel expenses and an equivalent increase 

in equity is recorded. 

2.26 Dividends 

Dividend distribution is recognised as a liability in the period in which they are approved by the company‘s shareholders. 

2.27 Business combinations 

From 1 January 2010, contingent considerations potentially due to former owners as part of the consideration paid for 

assets forming part of a business combination are recognized as liabilities at fair value as of the acquisition date. Any subsequent 

changes in amounts recorded as a liability are recognized in the consolidated income statement. 



3. Financial risk management 

3.1 Financial risk management 

The Schulthess Group is exposed to a variety of financial risk, such as currency exchange risk, interest rate risk, credit 

risk and liquidity risk. Group Management monitors these risks on a regular basis. When borrowings are issued we opt 

for the shortest possible term permitted by the situation. Foreign currency reserves are tailored to manage the foreign 

exchange risk arising from future commercial transactions. However, the Schulthess Group does not use derivative financial 

instruments to hedge this kind of risks. 

3.2 Currency risk 

The Schulthess Group‘s operations are confined primarily in the western and eastern parts of Europe. The main currencies 

in which it operates are the CHF, EUR and DKK. Currency risks arise from future transactions, recognised financial assets 

and liabilities and from intra-Group financing activities. 

Assuming that the exchange rate of the EUR against the CHF had been 12.9 % lower on 31 December 2010 (31 December 

2009: 11.2 %) with all other variables held constant, income after tax would have been CHF 3.022 million (2009: CHF 

2.194 million) lower. If the reverse had been the case, profit would have increased by the same factor. The main reasons 

for this would be foreign exchange gains/losses on accounts receivable and accounts payable, as well as on intra-Group 

short-term assets and liabilities. 

Assuming that the exchange rate of the DKK against the CHF had been 12.7 % lower on 31 December 2010 (31 December 

2009: 9.8 %) all other variables held constant, income after tax would have been CHF 0.619 million (2009: CHF 0.519 

million) lower. If the reverse had been the case, profit would have increased by the same factor. The main reason for this 

would be foreign exchange gains/losses on long-term intra-Group financing. 

Assuming that the exchange rate of the EUR against the DKK had been 0.9 % lower on 31 December 2010 (31 December 

2009: 1.1 %), and all other variables held constant, income after tax would have been CHF 0.007 million (2009: CHF 

0.007 million) lower. If the reverse had been the case, profit would have increased by the same factor. The main reasons 

for this would be foreign exchange gains/losses on accounts receivable and accounts payable as well as on intra-Group 

short-term assets and liabilities. 

Volatility is calculated on the basis of historic price movements. 

3.3 Interest rate risk 

The management (procurement) of bank loans and interest rate terms are managed centrally. The Schulthess Group has 

no significant interest-bearing assets, what explains why the groups income and operating cash flows are substantially 

independent of changes in market interest rates. 

As interest rates for short and long-term bank loans are fixed at the time of the issue, we do not assess our sensitivity to 

interest rate risk. 



3.4 Credit risk 

The Schulthess Group can suffer a financial damage if a business partner is unable or not willing to meet his obligations. 

Credit risks may exist on balances with financial institutes and on accounts receivable. 

To have banking relations with the Schulthess Group, banks and financial institutions must have an independently 

assessed minimum rating of „A“. Schulthess currently works with several banks. The maximum balance with any bank 

amounts to a maximum of 40 % (2009: 33 %) of our total liquid assets. 

Trade receivables are constantly monitored at local level and through the Group‘s management reporting. Credit risks 

are limited because we have a wide-ranging customer base. There exists no significant risk concentration. Management 

does not expect any substantial losses on current receivables. 

A subsidiary injured the covenants to a lending bank. 

3.5 Liquidity risk 

The Group‘s financial management guarantees that Schulthess Group companies always have an optimum level of liquidity 

at their disposal. Cash and cash equivalents (Liquid asset) are invested short-term. The Group has committed credit 

facilities (credit lines) with various Swiss banks to manage (bridge) any short-term liquidity gaps. Management monitors 

the net liquidity of all subsidiaries on a monthly basis. 

On balance sheet date the available liquidity situation was as follows: 

in CHF 1 000 31.12.10 31.12.2009 

Cash and cash equivalents 28 444 21 148 

minus used credit lines –4 082 – 3 133 

Net liquidity 24 362 18 015 

Agreed credit lines 53 261 56 173 

Total liquidity plus unused credit lines 77 623 74 188 

The following table contains information about the remaining period to the contractual maturity date of financial liabilities 

on 31.12.10 and 31.12.09 (undiscounted cash flows): 

Am 31.12.2010 Between 

0 and 3 

months 

3 months 

to 1 year 

Between 

1 and 2 

years 

Between 

2 and 5 

years 

More 

than 5 years 

Financial loans, long-term 0 0 0 0 0 0 

Financial debts, short-term 0 4 082 0 0 0 4 082 

Trade payables 12 209 0 0 0 0 12 209 

Financial leasing liabilities 0 0 0 0 0 0 

Other liabilities 4 533 0 0 0 0 4 533 

16 742 4 082 0 0 0 20 824 

On 31.12.2009 Between 

0 and 3 

months 

3 months 

to 1 year 

Between 

1 and 2 

years 

Between 

2 and 5 

years 

More 

than 5 years 

Financial loans, long-term 0 0 0 0 0 0 

Financial debts, short-term 0 3 133 0 0 0 3 133 

Trade payables 11 875 0 0 0 0 11 875 

Financial leasing liabilities 0 48 0 0 0 48 

Other liabilities 7 480 0 0 0 0 7 480 

19 355 3 181 0 0 0 22 536 

Total 

Total 



3.6 Capital risk 

When managing its capital the Schulthess Group pays particular attention to ensure that the Group‘s ongoing operations 

are guaranteed, that shareholders receive an acceptable return on their investment and that the balance sheet 

structure can be optimized taking capital costs into account. In order to achieve these objectives the Schulthess Group 

may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets 

to reduce dept. 

The Schulthess Group monitors its capital structure on the basis of the net debt ratio. This ratio is calculated as net debt 

divided by total capital. Net debt is the sum of interest-bearing liabilities, trade payables and other short-term liabilities 

less cash and cash equivalents (liquid assets). The total capital is calculated as shareholders‘ equity as shown in the 

balance sheet plus net debt. 

The net debt ratio on the balance sheet dates was as follows: 

in CHF 1 000 31.12.10 31.12.2009 

Financial liabilities 4 082 3 133 

Trade payables 12 209 11 875 

Other liabilities 5 197 8 787 

minus cash and cash equivalents – 28 444 – 21 148 

Net debt - 6 956 2 647 

Shareholders‘ equity 163 335 175 614 

Total capital 156 379 178 261 

Net debt ratio -4.45 % 1.48 % 

3.7 Fair value according to hierarchies 

Since 1 January 2009, financial investments and liabilities which are shown in the consolidated financial statements at 

their fair value and subject to the discretionary leeway applying to input factors used to calculate the fair value are categorized 

in accordance with IFRS 7 as follows: 

Category 1: Market data derived from active markets as input factors. 

Category 2: Input factors derived directly or indirectly from observable market data. 

Category 3: Input factors that are not observable. 

In the case of the Schulthess Group, the only items that need to be shown are the provision for the earn-out payments 

for the purchase of Alpha-Innotec Sun GmbH as well as the takeover commitment for the minority in Category 3. Its fair 

value on 31 December 2010 stood at CHF 0.456 million, resp. 31 December 2009 at CHF 0.822 million (Note 17). 

Schulthess Group has no financial investments and liabilities in the categories 1 and 2. 



4. Critical accounting estimates and judgements 

Group Management has discussed the development and disclosures of critical accounting estimates (presentation 

methods). This evaluation is based on experience and other factors, such as expectations of future events, that appear 

appropriate under the present circumstances. 

4.1 Goodwill and trade marks 

The carrying amount of acquired goodwill and trade marks is tested annually for impairment. 

Any impairments are recognised directly in the consolidated income statement (note 11). 

If the estimated after-tax discount rate (WACC) applied to the discounted cash flows had been 10 % higher than 

management‘s estimate (for example 9.6 % instead of 8.8 %), the Schulthess Group would still not have to recognise an 

impairment against goodwill. 

If the long-term growth rate had been changed to 1 % than management‘s estimate of 1,9 %, the Schulthess Group would 

still not have to recognise an impairment against goodwill. 

4.2 Tax 

Deferred tax assets are created for temporary differences and for losses carried forward provided that their utilization 

appears probable. The recoverable amount is therefore based on past performance and forecasts of the corresponding 

taxable entity over a period of several years. Deviations between actual and projected results can cause impairment 

losses. For information on carrying amounts see note 18. 

4.3 Non-controlling interest 

Based on a put option on the residual minority interest of 20 % in Alpha-InnoTec Sun GmbH a liability has been recognised 

as per IFRS 3 – Business Combinations – and therefore no non-controlling interest is shown in the shareholders‘ equity. 

4.4 Constructions contracts 

The group uses the percentage-of-completion method in accounting for its fixed-price contracts. Use of the percentage-of-completion 

method requires the group to estimate the services performed to date as a proportion of the total 

services to be performed (note 9). 



5. Segment Information 

5.1 Income Statement 

Heating Technology Cooling Technology Washing Technology Segment Total 

in CHF 1 000 

2010 2009 2010 2009 2010 2009 2010 2009 

Sales of goods 150 966 179 016 26 818 39 555 71 984 70 293 249 768 288 864 

Revenue from services 5 641 4 084 5 901 5 458 40 481 41 119 52 023 50 661 

Total sales 156 607 183 100 32 719 45 013 112 465 111 412 301 791 339 525 

Sales deductions -5 415 -6 185 -643 -687 -3 099 -2 694 -9 157 -9 566 

Total segment net sales 151 192 176 915 32 076 44 326 109 366 108 718 292 634 329 959 

Inter-segment sales 0 142 0 2 3 504 4 690 3 504 4 834 

Total net sales 151 192 177 057 32 076 44 328 112 870 113 408 296 138 334 793 

Depreciation on PPE and intangible assets -4 421 -3 984 -867 -1 231 -7 457 -7 041 -12 745 -12 256 

Operating profit EBITR before restructuring 18 314 29 191 -2 798 -3 823 18 934 17 336 34 450 42 704 

Restructuring expenses 0 0 -6 600 0 0 0 -6 600 0 

Operating profit (EBIT) 18 314 29 191 -9 398 -3 823 18 934 17 336 27 850 42 704 

Financial result -1 134 -984 -283 -395 -563 -587 -1 980 -1 966 

Profit before income tax 17 180 28 207 -9 681 -4 218 18 371 16 749 25 870 40 738 

Income tax expense -4 005 -6 976 594 1 074 -3 882 -3 272 -7 293 -9 174 

Profit for the year 13 175 21 231 -9 087 -3 144 14 489 13 477 18 577 31 564 

5.2 Capital expenditure (CAPEX) 


in CHF 1 000 

2010 2009 2010 2009 2010 2009 2010 2009 

Total 4 156 4 913 242 756 3 457 7 402 7 855 13 071 

5.3 Balance 


in CHF 1 000 31.12.2010 31.12.2009 31.12.2010 31.12.2009 31.12.2010 31.12.2009 31.12.2010 31.12.2009 

Assets 93 233 102 356 25 303 38 941 96 203 108 653 214 739 249 950 

Liabilities 30 182 31 591 5 321 8 207 26 594 35 806 62 097 75 604 

Net assets 63 051 70 765 19 982 30 734 69 609 72 847 152 642 174 346 

5.4 Sales; based on the country of the customer is located 

in CHF 1 000 

Total 


Switzerland 152 859 152 105 

Germany 93 621 104 228 

Austria 13 358 15 949 

France 10 425 18 656 

Denmark 5 233 7 769 

Other countries 26 295 40 818 

Total 301 791 339 525 

Sales > 10 % of total sales 0 0 



Corporate Center 1) Elimination 2) Total 

2010 2009 2010 2009 2010 2009 

249 768 288 864 

52 023 50 661 

301 791 339 525 

-9 157 -9 566 

292 634 329 959 

0 0 -3 504 -4 834 0 0 

0 0 -3 504 -4 834 292 634 329 959 

0 0 0 0 -12 745 -12 256 

-1 672 -2 835 0 0 32 778 39 869 

0 0 0 0 -6 600 0 

-1 672 -2 835 0 0 26 178 39 869 

1 133 1 337 0 0 -847 -629 

-539 -1 498 0 0 25 331 39 240 

-32 -24 0 0 -7 325 -9 198 

-571 -1 522 0 0 18 006 30 042 

Corporate Center Total 

2010 2009 2010 2009 

0 0 7 855 13 071 

Corporate Center Total 

31.12.2010 31.12.2009 31.12.2010 31.12.2009 

10 888 2 205 225 627 252 155 

195 837 62 292 76 441 

10 693 1 368 163 335 175 714 

5.5. Long-term assets; based on where the assets are located 

1) Mainly costs of the parent company 

2) Inter-segment transactions are valued at market con- 

in CHF 1 000 

Total 

31.12.2010 31.12.2009 

Switzerland 60 502 64 673 

Germany 50 521 57 749 

Austria 68 80 

France 0 0 

Denmark 7 413 8 485 

Total 118 504 130 987 

ditions 



6. Cash and cash equivalents 


Cash on hand 187 240 

Cash at bank 26 873 17 608 

Fixed term deposit 1 384 3 300 

Total 28 444 21 148 

Cash and cash equivalents include amounts denominated in the following major currencies: 


CHF 24 056 12 040 

EUR 4 152 8 791 

Other 236 317 

Total 28 444 21 148 

7. Trade receivables 

in CHF 1000 31.12.2010 31.12.2009 

Gross amount 28 767 40 196 

Less: provision for impairment -1 218 -1 686 

Total 27 549 38 510 

The book value corresponds to the fair value. 

Age of trade receivables Gross amount Provision for impairment 

in CHF 1000 31.12.2010 31.12.2009 31.12.2010 31.12.2009 

Not overdue 14 289 20 868 7 0 

Past due 1 - 30 days 8 384 10 973 64 0 

Past due 31 - 60 days 2 144 2 976 2 26 

Past due 61 - 120 days 1 389 1 521 58 30 

Past due 121 - 180 days 508 1 244 43 77 

Past due more than 181 days 2 053 2 614 1 044 1 553 

Total 28 767 40 196 1 218 1 686 

Provision for impairment of doubtful trade receivables 

in CHF 1000 2010 2009 

Balance at 01.01. 1 686 1 073 

Provisions for doubtful trade receivables 374 633 

Utilisation of reversal of provision for doubtful trade receivables -656 -7 

Currency translation differences -186 -13 

Balance at 31.12. 1 218 1 686 

Amount of creation and release of provision for impairment have been included under position „other operating expenses“. -468 613 

Trade receivables net include amounts denominated in the following major currencies: 


CHF 9 980 17 236 

EUR 14 870 18 945 

Other 2 699 2 329 

Total 27 549 38 510 



8. Other receivables 


Prepayments 123 702 

Tax (without income tax) 1 223 1 474 

Other receivables 920 1 208 

Total 2 266 3 384 

The book value corresponds to the fair value. 

9. Inventories and construction contracts 


Raw material 31 003 35 337 

Work in progress 1 634 3 930 

Finished goods 10 736 12 097 

Service parts 4 936 4 804 

Construction contracts (PoC) 0 1 013 

Gross amount 48 309 57 181 

Less: value adjustments for obsolete inventories -4 037 -4 008 

Total 44 272 53 173 

Amount of inventories and write-downs of inventories have been included under position „cost of material“ 29 -452 

Pledged inventories 0 0 

Details of construction contracts (PoC) 


Revenues from construction contracts (PoC) 8 172 14 717 

Accrued contract costs and attributable recognized profit 0 1 013 

Progress billings (Prepayments) 0 0 

Contracts in process net (PoC) 0 1 013 

Contracts in process due from customers (asset) 0 1 013 

Contracts in process due to customers (liability) 0 0 

Contracts in process net (PoC) 0 1 013 

Advances received from customers (PoC) 0 0 

Retentions 0 0 



10. Property, plant and equipment 

in CHF 1000 

Land Buildings Machinery, 

Vehicles 

Gross book value at 1 January 2009 16 884 50 987 83 794 151 665 

Additions 0 867 7 073 7 940 

Disposals -2 -13 -10 952 -10 967 

Currency translation differences -8 -101 -94 -203 

Gross book value at 31 December 2009 16 874 51 740 79 821 148 435 

Accumulated depreciation at 1 January 2009 0 7 602 52 263 59 865 

Depreciation charge 0 2 245 7 198 9 443 

Disposals 0 -1 -10 809 -10 810 

Currency translation differences 0 -25 -63 -88 

Accumulated depreciation at 31 December 2009 0 9 821 48 589 58 410 

Net book value at 31 December 2009 16 874 41 919 31 232 90 025 

Gross book value at 1 January 2010 16 874 51 740 79 821 148 435 

Transfers 0 -33 33 0 

Additions 180 622 3 486 4 288 

Disposals -119 -980 -4 823 -5 922 

Currency translation differences -486 -3 976 -3 099 -7 561 

Gross book value at 31 December 2010 16 449 47 373 75 418 139 240 

Accumulated depreciation at 1 January 2010 0 9 821 48 589 58 410 

Depreciation charge 0 2 081 7 017 9 098 

Disposals 0 -980 -4 162 -5 142 

Currency translation differences 0 -539 -1 560 -2 099 

Accumulated depreciation at 31 December 2010 0 10 383 49 884 60 267 

Net book value at 31 December 2010 16 449 36 990 25 534 78 973 

Further information to property, plant and equipment 


Pledged assets under restriction of ownership 

Secured land and buildings 

- Book value 0 0 

- Secured amount 0 0 

- Amount drawn 0 0 

Prepayments for machinery and vehicles 278 105 

Net book value for machinery und vehicles in finance lease (Note 16) 0 48 

acquisition of non-current assets 398 115 



Total

11. Intangible assets 

in CHF 1000 

Acquired 

intangible 

assets 

Trade marks 

and client 

lists 

Acquired 

development 

costs 

Generated 

developmen 

costs 

Goodwill Total 

Gross book value at 1 January 2009 5 174 10 045 1 665 10 123 20 796 47 803 

Release of provisions Earn out (see note 17) 0 0 0 0 -1 038 -1 038 

Additions 810 0 1 119 3 202 0 5 131 

Disposals -23 0 0 -59 0 -82 

Currency translation differences -13 0 -2 -42 0 -57 

Gross book value at 31 December 2009 5 948 10 045 2 782 13 224 19 758 51 757 

Accumulated depreciation at 1 January 2009 2 804 647 1 288 3 296 0 8 035 

Depreciation charge 727 248 309 1 529 0 2 813 

Disposals -4 0 0 -27 0 -31 

Currency translation differences -8 0 0 -14 0 -22 

Accumulated depreciation at 31 December 2009 3 519 895 1 597 4 784 0 10 795 

Net book value at 31 December 2009 2 429 9 150 1 185 8 440 19 758 40 962 

Gross book value at 1 January 2010 5 948 10 045 2 782 13 224 19 758 51 757 

Release of provisions Earn out (see note 17) 0 0 0 0 -366 -366 

Additions 441 0 324 2 802 0 3 567 

Disposals -1 734 0 0 -669 0 -2 403 

Currency translation differences -342 -1 198 -43 -954 -2 588 -5 125 

Gross book value at 31 December 2010 4 313 8 847 3 063 14 403 16 804 47 430 

Accumulated depreciation at 1 January 2010 3 519 895 1 597 4 784 0 10 795 

Depreciation charge 798 248 356 2 245 0 3 647 

Disposals -1 607 0 0 -633 0 -2 240 

Currency translation differences -205 0 -2 -310 0 -517 

Accumulated depreciation at 31 December 2010 2 505 1 143 1 951 6 086 0 11 685 

Net book value at 31 December 2010 1 808 7 704 1 112 8 317 16 804 35 745 

Expenses for research and development in 2010 were CHF 7.197 million (2009: 6.179 million). 

The generated development costs not yet used as assets were CHF 1.515 million as per 31 December 2010 (2009: CHF 1.917 million.) 

The acquired trade marks with indefinite useful lives amounts to CHF 6.365 million (2009: CHF 7,563 million). 



Impairment test 

The impairment test for goodwill was made in September 2010 for the financial year 2010. The same procedure was followed for the acquired trade 

marks of Genvex A/S and KKT Kraus Kälte- und Klimatechnik GmbH 

The value-in-use for goodwill is based on the following essential assumptions: 

Cash-generating unit (CGU) 

31. December 2010 

Book value 

of 

goodwill 

Book value 

of 

trade marks 

Currency 

Gross 

Margin 

Growth 

rate 

Discount 

rate 

(WACC) 

Projection 

period 

Alpha-InnoTec Schweiz AG 3 195 0 CHF 33.0 % 5.0 % 9.2 % 5 Jahre 

Alpha-InnoTec GmbH (inkl. Alpha-InnotecTec Sun GmbH) 4 837 0 EUR 47.0 % 6.0 % 8.8 % 5 Jahre 

Genvex A/S 946 1 421 DKK 45.0 % 6.0 % 8.8 % 5 Jahre 

KKT Kraus Kälte- und Klimatechnik GmbH 7 826 4 944 EUR 46.0 % 9.0 % 8.8 % 5 Jahre 

Total in CHF 1 000 16 804 6 365 

31. December 2009 

Alpha-InnoTec Schweiz AG (früher Calmotherm AG) 3 195 0 CHF 32.0 % 10.0 % 9.0 % 5 Jahre 

Alpha-InnoTec GmbH 2 724 0 EUR 46.0 % 15.0 % 8.5 % 5 Jahre 

Genvex A/S 946 1 421 DKK 45.0 % 15.0 % 8.5 % 5 Jahre 

KKT Kraus Kälte- und Klimatechnik GmbH 9 723 6 142 EUR 44.0 % 4.0 % 8.5 % 5 Jahre 

Alpha-InnoTec Sun GmbH 3 170 0 EUR 23.0 % 17.0 % 9.0 % 5 Jahre 

Total in CHF 1 000 19 758 7 563 

Values for goodwill (1) and trade marks (2) are allocated to the segments as follows: 

1. Goodwill Heating Technology Cooling Technology Total 

in CHF 1 000 31.12.2010 31.12.2009 31.12.2010 31.12.2009 31.12.2010 31.12.2009 

Switzerland 3 195 3 195 0 0 3 195 3 195 

Germany 4 837 5 894 7 826 9 723 12 663 15 617 

Denmark 946 946 0 0 946 946 

Total 8 978 10 035 7 826 9 723 16 804 19 758 

2. Trade marks Heating Technology Cooling Technology Total 

in CHF 1000 31.12.2010 31.12.2009 31.12.2010 31.12.2009 31.12.2010 31.12.2009 

Germany 0 0 4 944 6 142 4 944 6 142 

Denmark 1 421 1 421 0 0 1 421 1 421 

Total 1 421 1 421 4 944 6 142 6 365 7 563 

The book value of the purchased goodwill at 31 December 2010 amounts to CHF 16.8 million (2009: CHF 19.8 million) resp. CHF 6.4 million 

(2009: CHF 7.6 million) for trade marks. This was allocated to the cash generating units. The recoverable amount for a cash generating unit is based 

on a value-in-use calculation. The cashflow projection is based on a medium-term plan covering a 5 year period set by management and approved 

by the board of directors. The cashflows expected after this period were extrapolated based on an infinite growth rate of 1.9 %. These growth rates 

are in line with past experience for the expected long-term average growth in the corresponding business segment. The gross profit margin set by 

management is based on past experience. The applied discount rate (WACC) is after tax. Based on the impairment test there was no need for impairment 

for the financial year 2010 (2009: CHF 0). 



12. Financial liabilities 


Short-termin bank overdrafts 4 082 3 133 

Total 4 082 3 133 

The carrying amounts approximate their fair value. 

No assets are pleged as security for these borrowings. 

13. Trade payables include amounts denominated in the following major currencies: 


CHF 2 768 2 263 

EUR 8 080 9 056 

Other 1 361 556 

Total 12 209 11 875 

14. Other payables 


Tax (without income tax) 1 946 2 462 

Social security payments 985 920 

Prepayments from customers 664 1 259 

Leasing liabilities 0 48 

Other liabilities 1 602 4 098 

Total 5 197 8 787 

15. Accrued expenses 


Revenue from subscription concerning following year 2 058 9 533 

Revenue reimbursement to customers 295 279 

Personnel: vacation, overtime etc. 7 464 9 656 

Other accrued expenses 2 756 3 030 

Total 12 573 22 498 



16. Leasing-liabilities 

Leasing-liabilities at 31 December 2010: 

in CHF 1000 Operating- Finance- 

Due in financial year 

Leasing Leasing 

2011 671 - 

2012 359 - 

2013 172 - 

2014 22 - 

later 3 - 

Total 1 227 - 

Deduction of financing expenses - - 

Total without financing expenses 1 227 - 

Leasing-liabilities at 31 December 2009: 

in CHF 1000 

Operating- 

Leasing 

Finance- 

Leasing 

Due in financial year 2010 

2010 822 48 

2011 571 - 

2012 190 - 

2013 58 - 

later 39 - 

Total 1 680 48 

Deduction of financing expenses - - 

Total without financing expenses 1 680 48 

Operating-Leasing contracts of Schulthess Group are mainly for vehicles. The contract period for operating-leasing contracts is generally maximum 

5 years. 

Operating leasing charged to income statement for the financial year 2010 were CHF 0.735 million (2009: CHF 0.805 million). 



17. Provisions 

in CHF 1000 Warranty Earn out 

payments 

for acquisition 

of 

subsidiaries 

Long-term 

provision for 

personnel 

Total 

Restructuring 

expenses 

Balance at 1 January 2009 4 938 1 860 250 0 7 048 

Creation 4 655 0 0 0 4 655 

Utilisation -3 969 0 0 0 -3 969 

Reversal -252 -1 038 0 0 -1 290 

Currency translation differences -15 0 0 0 -15 

Balance at 31 December 2009 5 357 822 250 0 6 429 

Thereof short-term 3 204 822 0 0 4 026 

Thereof long-term 2 153 0 250 0 2 403 

Balance at 1 January 2010 5 357 822 250 0 6 429 

Creation 4 749 0 0 6 600 11 349 

Utilisation -4 294 0 0 -6 159 -10 453 

Reversal 0 -366 0 0 -366 

Currency translation differences -489 0 0 0 -489 

Balance at 31 December 2010 5 323 456 250 441 6 470 

Thereof short-term 3 198 0 0 441 3 639 

Thereof long-term 2 125 456 250 0 2 831 

The Schulthess Group grants a warranty on its products as a rule for 2 years. 

During this period products are repaired or replaced free of charge. The provision is calculated on actual costs for warranty and replacement in relation 

to the sales achieved. 

The medium-term plan forms the basis for earn out payment for acquisitions of subsidiaries. 

The provision of CHF 0.456 million (2009: CHF 0.822 million) applies only to Alpha-InnoTec Sun GmbH. 

The provision for restructuring concerned only the relocation of Cooling Technology Division to Kasendorf as well as the closing of the construction 

site. 

Total 



18. Income tax 


Current tax 9 177 9 823 

Change in deferred income tax -1 852 -625 

Total income tax expense 7 325 9 198 

Reconciliation of income tax expense 

Profit before income tax and shares aquired of non controlling interests 25 331 39 240 

Average weighted group tax rate 29.16 % 24.26 % 

Income tax calculated at group tax rate 7 386 9 519 

+/- effect: 

Expenses not deductible for tax purposes 3 10 

Utilisation of previously not capilalized tax losses 0 0 

Income not subject to tax 0 1 

Changed tax rate of deferred tax -69 -292 

Previous years and others items 5 -40 

Total income tax expense 7 325 9 198 

in % of profit before income tax 28.92 % 23.44 % 

The change of the calucalted income taxe rate results from changes in profitability of foreign subsidaries as well as from lower tax rates in some of 

those countries. 

Composition of deferred income tax 

Proof according to balance sheet items 31.12.2010 31.12.2010 31.12.2009 31.12.2009 

in CHF 1000 Assets Liabilities Assets Liabilities 

Losses carried foward 1 557 0 1 073 0 

Trade receivables 0 506 0 618 

Inventories 0 1 722 0 1 932 

Non-current assets 0 10 642 0 11 598 

Liabilities and provisions 56 1 277 56 1 337 

Total 1 613 14 147 1 129 15 485 

No losses carried forward, which are not capitalized (2009: CHF 0). 

On temporary differences on participations (2010: CHF 39.5 million, 2009 CHF 53.8 million) no deferred taxes were recorded. 

Changes in deferred income tax 2010 2010 2009 2009 

in CHF 1000 Assets Liabilities Assets Liabilities 

Balance at 1 January 1 129 15 485 175 15 148 

Creation 720 178 970 853 

Utilisation 0 -1 307 0 -507 

Currency translation differences -236 -209 -16 -9 

Balance at 31 December 1 613 14 147 1 129 15 485 



19. Employee benefits 

19.1. Status of pension funds 


Present value of funded obligations 107 407 96 943 

Fair value of plan assets -97 749 -93 919 

Unrecognised actuarial (losses) -11 522 -4 979 

Pension fund (assets) in the balance sheet -1 864 -1 955 

19.2. Pension fund expense for the year 

in CHF 1 000 2010 2009 

Current service costs 2 716 2 636 

Interest expense 3 354 3 189 

Expected income from plan assets -3 256 -3 187 

Adaptions according to IAS 19.58 0 78 

Total pension fund expense for the year 2 814 2 716 

Actual income from plan assets 3 594 3 740 

19.3. Development of the defined benefit plan obligation 


Balance at 1 January 96 943 99 234 

Current service costs 2 716 2 636 

Interest expense 3 354 3 189 

Contributions by plan participants 2 551 2 436 

Actuarial losses / (gains) 6 881 -3 708 

Benefit payments -5 038 -6 844 

Balance at 31 December 107 407 96 943 

19.4. Development of the fair value of plan assets 



Expected income on plan assets 3 256 3 187 

Actuarial gains 338 553 

Employer contributions 2 723 2 593 

Employee contributions 2 551 2 436 

Benefit payments -5 038 -6 844 


19.5. Composition of plan assets 

in CHF 1 000 2010 in % 2009 in % 

Equity 11 777 12 % 12 482 13 % 

Debt 79 116 81 % 77 654 83 % 

Other 6 856 7 % 3 783 4 % 

Total 97 749 100 % 93 919 100 % 



19.6. Weighted actuarial assumptions 

31.12.2010 31.12.2009 

Annual discount rate 3.00 % 3.50 % 

Long-term expected income from plan assets 3.50 % 3.50 % 

Future annual salary increases 1.50 % 1.50 % 

Future annual pension increases 0.50 % 0.50 % 

Average life expectancy of males at pension date 17.90 years 17.90 years 

Average life expectancy of females at pension date 21.85 years 21.85 years 

The long-term expected annual income from plan p.a. is based on the following assumptions: 

Equity: 6 % 

Debt: 3 % 

Other: 4 % 

19.7. Other disclosures 

in CHF 1 000 31.12.2010 31.12.2009 31.12.2008 31.12.2007 31.12.2006 

Present value of funded obligations 107 407 96 943 99 234 92 979 90 833 

Fair value of plan assets 97 749 93 919 91 994 89 797 86 110 

Deficit 9 658 3 024 7 240 3 182 4 723 

Experience adjustments on plan liabilities 28 31 4 937 4 649 4 542 

Experience adjustments on plan assets 338 553 -2 817 -492 2 540 

19.8 Pension expense 


Defined contribution plan pension expense 1 049 1 006 

19.9 Expected pension expense for the following years 

in CHF 1 000 2011 2012 

Defined benefit plan pension expense 2 750 2 800 



20. Shareholders‘ equity 

The used equity categories are defined as follows: 

• Share capital is the share capital of the parent company Schulthess Group AG. 

• Capital reserves are premiums from capital increases by the Schulthess Group AG as well as profits/losses out from sales of own shares. 

• Treasury shares are own shares bought back by Schulthess Group AG through the SIX Swiss Exchange at their historic price. 

• Retained earnings are all retained profits of group companies and all other reserves. 

• Currency translation differences include exchange rate effects of group companies which do not operate in Swiss Frances (CHF) as well as 

currency translation differences of net investments in foreign group companies. 

The share capital is made up of 10 625 000 registered shares with a nominal value of CHF 0.20 fully paid up. Each registered share with voting rights 

entitles one vote. There exists neither approved nor conditional share capital. Profits from the parent company as well as the subsidiaries can only be 

distributed after taking into account the maximum legal and statutory requirements for the transfer to legal reserves. In the financial year 2010 non 

distributable reserves amount of CHF 5.0 million exists (2009: CHF 4.4 million). 

Development of share capital 

Issued shares of CHF 0.20 nominal value and 

nominal value of shares in CHF 1 000 

Issued 

shares 

(number) 

Share 

capital 

(in CHF 

1 000) 

Treasury 

shares 

(number) 

Treasury 

shares 

(in CHF 

1 000) 

Circulated 

shares 

(number) 

Circulated 

shares 

(in CHF 

1 000) 

Balance at 1 January 2009 10 625 000 2 125 -133 000 -27 10 492 000 2 098 

Treasury shares purchased 0 0 -199 0 -199 0 

Treasury shares sold 0 0 81 199 17 81 199 17 

Balance at 31 Decmeber 2009 10 625 000 2 125 -52 000 -10 10 573 000 2 115 

Balance at 1 January 2010 10 625 000 2 125 -52 000 -10 10 573 000 2 115 

Treasury shares purchased 0 0 -108 827 -22 -108 827 -22 

Treasury shares sold 0 0 74 827 15 74 827 15 

Balance at 31 December 2010 10 625 000 2 125 -86 000 -17 10 539 000 2 108 



21. Personnel expenses 


Salaries 70 835 75 013 

Social security costs 9 459 10 125 

Share-based payments 267 458 

Pension cost for defined benefit plans 2 702 2 716 

Pension cost for defined contribution plans 1 049 1 006 

Other personnel expenses 2 401 3 310 

Total 86 713 92 628 

21.1. Employees per segment at year-end 

31.12.2010 31.12.2009 

Heating Technology 503 535 

Cooling Technology 103 174 

Washing Technology 393 402 

Total 999 1 111 

21.2. Employees per country at year-end 

31.12.2010 31.12.2009 

Switzerland 438 434 

Germany 480 577 

Austria 13 19 

Denmark 68 81 

Total 999 1 111 

21.3. Average number of employees 


Total 1 055 1 145 



21.4. Unexercised options on shares of the Schulthess Group AG 

Board of directors of Schulthess Group AG as well as the group management receive a minimum of 21 %, but a maximum of 85 % of their directors 

fees and bonuses in form of options and shares. The option scheme was set up in April 2002. All options are blocked for three years and can thereafter 

be exercised during the period of one year. 

Cash settlements are not foreseen. 

The conversion of options has been fully delegated to a Swiss bank. 

Personnel expense for the options schemes 2010 amounts to CHF 0.0 million (2009: CHF 0.1 million). 

Unexercised options 2010 2009 

Average strike 

price (CHF per 

share) 

Number of 

options 

Average strike 

price (CHF per 

share) 

Number of 

options 

Options granted 0.00 0 50.00 6 600 

Options exercised *) 0.00 

No options have been issued during the financial year 2010. 

Average market price of the share in 2010 was CHF 39.71 (2009: 54.94). 

Conversion ratio for all options is 1 option : 1 registered share. 

Maturity date Strike price 

(CHF per share) 

Number of granted options *) 


April 2011 (ESOP 2007) 155.00 8 000 8 000 

April 2012 (ESOP 2008) 70.00 4 800 4 800 

April 2013 (ESOP 2009) 

*) Due to the banking secrecy Schulthess Group has no access to the transaction data. 

50.00 6 600 6 600 

The fair value for options is calculated using the binomial method with the following parameters: 


Share price CHF 50.00 

Strike price CHF 50.00 

Duration 4 years 

Volatility 57.00 % 

Riskless interest 1.47 % 

Conversion rate 1/1 

Dividend 

2010 CHF 1.30 

2011 CHF 1.30 

2012 CHF 1.30 

2013 CHF 1.30 

Fair value at issue - CHF 20.15 

Volatility is based on the discounted historical volatitity of the past year. 

Further issued share capital instruments 

As a part of the bonus to the management 5 555 shares (2009: 6 500) were issued in 2010. These were definitely bought, but are blocked for a period 

of 3 years. In consideration for this blocked period the selling price per share was CHF 48.00; respectively a total amount of CHF 0.267 million and had 

been recognized as personal expenses. These shares are entitled to dividends. 



22. Finance income 


Interest on cash equivalents and trade receivables 74 143 

Foreign currency effect from intercompany loans 0 84 

Total 74 227 

23. Finance expenses 


Interest expense on bank loans and from third parties 858 856 

Foreign currency effect from intercompany loans 63 0 

Total 921 856 

24. Earnings per share (EPS) und dividend per share 

in CHF 2010 2009 

Profit for the year attributable to shareholders 18 006 000 30 042 000 

Weighted average number of shares in circulation 10 542 331 10 555 489 

Basic earnings per share 1.71 2.85 

Profit for the year attributable to share holders 18 006 000 30 042 000 

Weighted average number of ordinary shares in circulation 10 542 331 10 555 489 

Adjustments delution effect for share 0 0 

Diluted earnings per share 1.71 2.85 

Dividend paid per registered share 1.50 1.50 

Amount of dividends paid to shareholders 15 856 422 15 843 000 

Proposal of the Board of Directors to the Annual General Meeting on 14 April 2011: 

Distribution out of reserve from capital contribution of CHF 1.20 per registered share; amounting to a total of CHF 12 750 000. 



25. Related-party transactions 

Total remuneration of the board of directors and group management according to IFRS 2 for share-based payments is disclosed as follows: 


Short-term employee benefits 3 540 4 381 

Compensation after termination of work contracts 0 0 

Compensation on termination of work contracts 0 0 

Other long-term compensation 0 0 

Share-based payments 143 307 

Total 3 683 4 688 

26. Events after the balance sheet date 

After 31 December 2010 no events have occured, which would affect the group financial statements 2010. 

27. Assessment of risk as required by article. 663b paragraph 12 Swiss Code of Obligations 

The board of directors discussed on a group level the risks, which the holding and its subsidiaries are exposed to. In the course of this the management 

pointed out measures to narrow down the specific risks. Based on the risk assessment it was noted, that no special provisions are necessary in 

the financial reporting. Checks of the risks and measures will take place periodically. 



28. Disclosure of remuneration to the Board of Directors and Group Management as required by Art. 663bbis and Art. 663c, Swiss Code of 

Obligations 

Payments 

For 2010 

All amounts in CHF Basic remuneration Variable remuneration 1) Other remuneration 

Cash 

Equities/ 

options 3) Cash 

Equities/ 

options 3) 2) 

Board of Directors (BoD) 

Rudolf Kägi, Chairman 237 400 33 600 75 000 14 752 360 752 

Dr. Peter R. Isler, Vice-Chairman 46 400 33 600 4 460 84 460 

Prof. Dr. Christian Belz 49 800 25 200 4 207 79 207 

Dr. Gero Büttiker 34 800 25 200 3 240 63 240 

Thomas D. Rutz 34 800 25 200 3 450 63 450 

Total BoD 403 200 142 800 75 000 30 109 651 109 

Group Management (GM) 

Dr. Werner Karlen, CEO (from 1.3.2010) 282 939 250 000 0 49 033 581 972 

Max M. Müller, CFO 272 500 150 000 0 56 977 479 477 

Artur Rodecker (until 30.4.2010) 314 607 76 109 390 716 

Total GM 870 046 400 000 0 182 119 1 452 165 

Notes 

1) Expenses effectively booked in 2010 for bonuses allocated for the financial year 2010, to be paid in April 2011. 

2) Social welfare payments, employer‘s share: AHV (Swiss federal old age and survivors‘ insurance), ALV (unemployment insurance) and pension fund. 

3) The allocation of the amounts shown in shares or options will be at fair value and determined in April 2011 after the General Meeting. Directors and 

members of Group Management receive 71 % in the form of stock and the rest in the form of options. 

Except the payment to Artur Rodecker, no payments were made to ex-members of the Board of Directors or Group Management. Nor were payments 

made to present or former members of the Board of Directors or to parties related to Group Management that are not customary in the market. 

Loans and credit 

On 31 December 2010, there were no loans or credit to individual members of the Board of Directors or Group Management. 

Equity holdings 

On 31 December 2010, the individual members of the Board of Directors and Group Management (including related parties) held the following amounts 

of shares and options in the company: 

Shares Due in 2011 

Options 

Due in 2012 Due in 2013 

Rudolf Kägi, Chairman 1 176 141 280 600 - 

Dr. Peter R. Isler, Vice-Chairman 48 495 255 500 - 

Prof. Dr. Christian Belz, member of the BoD 57 150 230 370 - 

Dr. Gero Büttiker (via Gebuka AG) 780 000 - - - 

Thomas D. Rutz, member of the BoD 261 660 230 370 - 

Dr. Werner Karlen, CEO 750 - - - 

Max M. Müller, CFO 83 820 770 1‘200 - 



Total

Payments 

For 2009 

All amounts in CHF Basic remuneration Variable remuneration 1) Other remuneration 

Cash 

Equities/ 

options 3) Cash 

Equities/ 

options 3) 2) 

Board of Directors (BoD) 

Rudolf Kägi, Chairman 101 243 42 090 17 056 160 389 

Dr. Peter R. Isler, Vice-Chairman 63 925 34 075 5 369 103 369 

Prof. Dr. Christian Belz 49 544 25 455 4 207 79 206 

Josef Felder 135 925 34 075 9 005 179 005 

Thomas D. Rutz 34 544 25 455 3 450 63 449 

Total BoD 385 181 161 150 39 087 585 418 

Group Management (GM) 

Artur Rodecker, CEO 314 607 315 000 84 830 714 437 

Max M. Müller, CFO 229 900 166 000 44 000 60 978 500 878 

Dr. Thomas Boltshauser, Head of Division 360 500 163 000 49 366 572 866 

Total GM 905 007 644 000 44 000 195 174 1 788 181 

Notes 

1) Expenses effectively booked in 2009 for bonuses allocated for the financial year 2009, to be paid in April 2010. 

2) Social welfare payments, employer‘s share: AHV (Swiss federal old age and survivors‘ insurance), ALV (unemployment insurance) and pension fund. 

3) The allocation of the amounts shown in shares or options will be at fair value and determined in April 2010 after the General Meeting. Directors and 

members of Group Management receive 71 % in the form of stock and the rest in the form of options. 

Except the payment to Dr. Th. Boltshauser, no payments were made to ex-members of the Board of Directors or Group Management. Nor were payments 

made to present or former members of the Board of Directors or to parties related to Group Management that are not customary in the market. 

Loans and credit 

On 31 December 2009, there were no loans or credit to individual members of the Board of Directors or Group Management. 

Equity holdings 

On 31 December 2009, the individual members of the Board of Directors and Group Management (including related parties) held the following amounts 

of shares and options in the company: 

Shares Due in 2010 

Options 

Due in 2011 Due in 2012 

Rudolf Kägi, Chairman 1 220 290 1 850 280 600 

Dr. Peter R. Isler, Vice-Chairman 47 795 500 255 500 

Prof. Dr. Christian Belz, member of BoD 57 150 450 230 370 

Josef Felder, member of BoD 20 695 - 230 500 

Thomas D. Rutz, member of BoD 243 135 450 230 370 

Artur Rodecker, CEO 13 260 950 1 140 1 800 

Max M. Müller, CFO 93 900 700 770 1 200 

Total 



Report of the statutory auditor 

to the general meeting 

on the consolidated financial statements 2010 

Report of the statutory auditor on the consolidated financial statements 

As statutory auditor, we have audited the accompanying consolidated financial statements of Schulthess Group AG, 

which comprise the consolidated income statement, consolidated statement of comprehensive income, consolidated 

statement of changes in equity, consolidated cash flow statement and notes to the consolidated financial statements 

(pages 40 to 73), for the year ended 31 December 2010. 

Board of Directors’ Responsibility 

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in 

accordance with the International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility 

includes designing, implementing and maintaining an internal control system relevant to the preparation and 

fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or 

error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making 

accounting estimates that are reasonable in the circumstances. 

Auditor’s Responsibility 

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted 

our audit in accordance with Swiss law and Swiss Auditing Standards as well as the International Standards on Auditing. 

Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated 

financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated 

financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the 

risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk 

assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presentation 

of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, 

but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit 

also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates 

made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the 

audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 

Opinion 

In our opinion, the consolidated financial statements for the year ended 31 December 2010 give a true and fair view of 

the financial position, the results of operations and the cash flows in accordance with the International Financial Reporting 

Standards (IFRS) and comply with Swiss law. 


Report of the statutory auditor

Report on other legal requirements 

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and 

independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. 

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal 

control system exists which has been designed for the preparation of consolidated financial statements according to 

the instructions of the Board of Directors. 

We recommend that the consolidated financial statements submitted to you be approved. 

PricewaterhouseCoopers AG 

Gerhard Siegrist Andreas Meile 

Audit expert Audit expert 

Auditor in charge 

Zurich, 2 March 2011 



Financial statements Schulthess Group AG 

78 Balance sheet 

78 Income statement 

79 Notes to the financial statements 

80 Proposed appropriation of available earnings 

81 Report of the statutory auditor

Balance sheet 

in CHF 1000 31.12.10 31.12.09 

Assets 

Cash 10 855 2 129 

Marketable securities 2 809 2 152 

Accounts receivable from Group companies 2 699 20 865 

Other receivables 33 76 

Current assets 16 396 25 222 

Accounts receivable from Group companies, long term 21 578 8 206 

Accounts receivable from Group companies, long term, subordinated 3 750 0 

Financial investments 64 441 64 441 

Non-current assets 89 769 72 647 

Total assets 106 165 97 869 

Shareholders' equity and liabilities 

Other liabilities 0 624 

Accrued expenses 190 210 

Tax liabilities 5 3 

Liabilities 195 837 

Share capital 2 125 2 125 

Reserve for treasury shares 2 809 2 152 

General reserve: 22 047 22 704 

- Reserve from capital contribution 12 874 0 

- Other general reserve 9 173 22 704 

Retained earnings: 78 989 70 051 

- Carried forward from the previous year 54 195 46 962 

- Net profit 24 794 23 089 

Total shareholders' equity 105 970 97 032 

Total shareholders' equity and liabilities 106 165 97 869 

Income statement 


Income from financial investments 29 142 24 070 

Management fees 2 190 2 496 

Other revenue 50 50 

Financial income 1 273 2 204 

Total income 32 655 28 820 

Financial expenses 3 917 326 

Other operating expenses 3 912 5 381 

Taxes 32 24 

Total expenses 7 861 5 731 

Net profit 24 794 23 089 


Balance sheet and Income statement

Notes to the financial statements 

Holdings 

Company Nominal capital Percentage held 


Schulthess Maschinen AG, CH-Bubikon CHF 1 500 000 100 % 100 % 

Merker AG, CH-Regensdorf CHF 500 000 100 % 100 % 

Schulthess Maschinen GmbH, AT-Wien EUR 500 000 100 % 100 % 

Alpha-InnoTec GmbH, DE-Kasendorf EUR 500 000 100 % 100 % 

Alpha-InnoTec Schweiz AG, CH-Altishofen CHF 250 000 100 % 100 % 

Genvex A/S, DK-Haderslev DKK 2 000 000 100 % 100 % 

KKT Kraus Kälte- und Klimatechnik GmbH, DE-Kasendorf EUR 250 000 100 % 100 % 

All these companies are operating in Heating/Cooling and Washing Technology industries. 

Treasury shares 

in number of shares 2010 2009 


Purchase of shares 108 827 199 

Sale of shares -74 827 –81 199 


Average price of shares purchased, CHF 33.20 51.19 

Average price of shares sold, CHF 37.53 45.41 

Guarantees (in CHF 1 000) 

Guarantees to third parties in favour of subsidiaries 8 300 4 700 

Letter of comfort in favour of subsidiaries 5 000 0 

Significant shareholders 

in % 2010 2009 

Rudolf Kägi 11.07 % 11.49 % 

Paul O. Rutz 10.40 % 10.44 % 

Gebuka AG 7.34 % 7.06 % 

Andrea Malär 5.51 % 5.51 % 

Gabriele Rutz 3.73 % 3.71 % 

Risk assessment 

See page 71, note 27. 

Disclosure of remuneration to the Board of Directors and Group Management as required by Art. 663b bis and Art. 663c, Swiss Code of 

Obligations 

See page 72, note 28. 


Notes to the financial statements

Proposal of the Board of Directors to the General Meeting 

a) Proposal of the Board of Directors regarding the use of general reserve: 

in CHF 1000 2010 

Proposed 

General reserve: 22 047 

Reserve from capital contribution 12 874 

other general reserve 9 173 

Distribution out of reserve from capital contribution; CHF 1.20 per registered share 12 750 

b) Proposal of the Board of Directors regarding the use of retained earnings 2010: 


Proposed Approved 

Carried forward from previous year 54 195 46 962 

Net profit 24 794 23 089 

Retained earnings 78 989 70 051 

Dividend 0 –15 856 

Carried forward to next year 78 989 54 195 


Proposed appropriation of available earnings

Report of the statutory auditor 

to the general meeting 

on the financial statements 2010 

Report of the statutory auditor on the financial statements 

As statutory auditor, we have audited the accompanying financial statements of Schulthess Group AG, which comprise 

the balance sheet, income statement and notes (page 78 to 80), for the year ended 31 December 2010. 

Board of Directors’ Responsibility 

The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements 

of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing 

and maintaining an internal control system relevant to the preparation of financial statements that are free from material 

misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying 

appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. 

Auditor’s Responsibility 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in 

accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to 

obtain reasonable assurance whether the financial statements are free from material misstatement. 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial 

statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of 

material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the 

auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to 

design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion 

on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the 

accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation 

of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate 

to provide a basis for our audit opinion. 

Opinion 

In our opinion, the financial statements for the year ended 31 December 2010 comply with Swiss law and the company’s 

articles of incorporation. 



Report on other legal requirements 

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and 

independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. 

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal 

control system exists which has been designed for the preparation of financial statements according to the instructions 

of the Board of Directors. 

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s 

articles of incorporation. We recommend that the financial statements submitted to you be approved. 

PricewaterhouseCoopers AG 

Gerhard Siegrist Andreas Meile 

Audit expert Audit expert 

Auditor in charge 

Zurich, 2 March 2011 



Milestones 

2010 Dislocation of KKT Kraus Kälte- und Klimatechnik GmbH to the location of Alpha-InnoTec GmbH 

at Kasendorf (Germany) 

2009 Opening of the customer center and administration building at Alpha-InnoTec, Kasendorf (Germany) 

2008 Sale of the Novelan AG to SIBIR Haushalttechnik AG 

2007 Acquisition of Corona Solar GmbH, Theley (Germany) 

2006 Extension of production facilities for heat pumps at Alpha-InnoTec GmbH, Kasendorf (Germany) 

2005 Acquisition of KKT Kraus Kälte- und Klimatechnik GmbH, Lauf a. d. Pegnitz (Germany) 

2004 Takeover of Genvex A/S, Haderslev (Denmark) 

2003 Launch of a new washing machine generation Spirit XL for single-family homes, multiple-occupancy properties and 

-smaller commercial enterprises 

2002 Start of new assembly line with integrated production in washing technology 

2001 Takeover of the heating pumps activities of the brand Siemens in Germany and Austria 

2000 Takeover of Alpha-InnoTec GmbH, Kasendorf (Germany) and Calmotherm AG, Altishofen (Switzerland) 

1999 Takeover of Novelan AG, Dällikon. Wuxi Little Swan-Schulthess joint venture starts production 

1998 Schulthess Group goes public. Joint venture established with Wuxi Little Swan (China) 

1997 Formation of Schulthess Group AG as the holding company for the Schulthess companies 

1995 150th anniversary; Maschinenfabrik Schulthess AG renamed Schulthess Maschinen AG 

1995 Spin-off of Maschinenfabrik Hildebrand AG, Aadorf, Switzerland 

1994 Introduction of flow production (just-in-time production) 

1991 Takeover of Merker AG, Baden, Switzerland 

1988/89 Maschinenfabrik Schulthess AG, Querop Handels AG and Hildebrand AG join forces to form the Schulthess Group 

1988 Management buy-out results in separation from family shareholders group 

1978 Launch of the first microchip-controlled washing machines 

1951 Production of Europe’s first household washing machines 

1949 Invention of punched-card control system for washing machines 

1943 Former general partnership transformed into a joint-stock company 

1917 Move to production facility in Wolfhausen, canton of Zurich 

1904 Production of the first washing machine 

1890 Takeover of Ornamentfabrik Künzli & Co. in Zurich 

1845 Foundation of „Bauspenglerei Kaspar Schulthess“ in Zurich 


Milestones

Schulthess Group Companies 




Phone +41 55 253 51 11 

Fax +41 55 253 54 80 

E-Mail direktion@schulthess-group.com 

Internet www.schulthess-group.com 


Group Companies 

Heating/Cooling Technology 

Alpha-InnoTec GmbH 

Industriestrasse 3 

DE– 95359 Kasendorf 

Phone +49 9228 9906– 0 

Fax +49 9228 9906– 29 

E-Mail info@alpha-innotec.de 

Internet www.alpha-innotec.de 

Novelan GmbH 

Bahnhofstrasse 2 


Phone +49 9228 9960 7– 0 

Fax +49 9228 9960 7– 189 

E-Mail info@novelan.com 

Alpha-InnoTec Sun GmbH 

Gewerbepark BAB1 Nr. 19 

DE– 66636 Tholey-Theley 

Phone +49 6853 300536 

Fax +49 6853 300558 

E-Mail info@alpha-innotec-sun.com 

Internet www.alpha-innotec-sun.com 

Alpha-InnoTec France EURL 

Parc d´Activites „Les Couturiers“ 

16, Rue des Couturières 

FR–67240 BISCHWILLER 

Phone +33 3 88 06 24 10 

Fax +33 3 88 06 24 11 

E-Mail info@alpha-innotec.fr 

Internet www.alpha-innotec.fr 

Alpha-InnoTec Norge AS 

Langgatan. 59 

NO-4306 Sandnes 

Phone +47 51 66 05 95 

Fax +47 51 66 05 94 

E-Mail info@alpha-innotec.no

Erdwärme plus GmbH 



Phone +49 9228 996 02 30 

Fax +49 9228 996 02 31 299 

E-Mail info@erdwaermeplus.de 

Internet www.erdwaermeplus.de 

Alpha-InnoTec Schweiz AG 

Industriepark 

CH– 6246 Altishofen 

Phone +41 62 748 20 00 

Fax +41 62 748 20 01 

E-Mail info@alpha-innotec.ch 

Internet www.alpha-innotec.ch 

KKT Kraus Kälte- und Klimatechnik GmbH 


DE–95359 Kasendorf 

Phone +49 9228 9977-0 

Fax +49 9228 9977-7174 

E-Mail info@kkt-kraus.com 

Internet www.kkt-kraus.com 

KKT KRAUS USA Corp 

Erica Alvi & Bruce Roenna 

1351 Brummel Ave. 

Elk Grove; IL 60007 

Phone +1 847 734 1600 

Fax +1 847 734 1601 

Toll Free in the US: +1 866 517 6867 

Genvex A/S 

Sverigevej 6 

DK– 6100 Haderslev 

Phone +45 (73) 53 27 00 

Fax +45 (73) 53 27 07 

E-Mail salg@genvex.dk 

Internet www.genvex.dk 

Washing Technology 

Schulthess Maschinen AG 



Phone +41 55 253 51 11 

Fax +41 55 253 54 70 

E-Mail info@schulthess.ch 

Internet www.schulthess.ch 

Schulthess Maschinen GmbH 

Hetzendorferstrasse 191 

AT– 1130 Wien 

Phone +43 1 803 98 00 20 

Fax +43 1 803 98 00 30 

E-Mail verkauf@schulthess.at 

Internet www.schulthess.at 

Merker AG 

Althardstrasse 70 

CH-8105 Regensdorf 

Phone +41 44 847 21 00 

Fax +41 44 847 21 01 

E-Mail info@merker.ch 

Internet www.merker.ch 


Group Companies

Editor: 




Phone +41 55 253 51 11 

Fax +41 55 253 54 80 

E-Mail direktion@schulthess-group.com 

Internet www.schulthess-group.com 

Conception and editing: Schulthess Group AG 

Design and setting: Mapro AG, Winterthur 

Picture credits: 

Cover: iStockphoto.com, p. 14: plainpicture/Agripicture, 

p. 15 +17: Alpha-InnoTec GmbH, p. 19: Schulthess Maschinen AG 

p. 16: plainpicture/amanaimages, p. 18: plainpicture/Johner 

p. 21: Genvex A/S, People: Emad Osman 

Printing: Mapro AG, Winterthur 

This report also appears in German. 

3.2011.200.longversion.en

Annual Report 2010 (PDF) - Schulthess Group

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?