annual report 2009
annual report 2009
annual report 2009
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Safely<br />
through the<br />
global economic crisis<br />
Report on financial year <strong>2009</strong> –<br />
the 143rd year of the<br />
Tengelmann Group
4 retail divisions<br />
3 associate companies<br />
11.34 billion euro in sales<br />
2.4 percent increase<br />
1 successful financial year
Preface 4<br />
Management Report 6<br />
Invited Comment 8<br />
Business Divisions 12<br />
Associated Companies 22<br />
Social Responsibility 24<br />
Employees 26<br />
Balance sheet and explanatory notes 28<br />
CONTENTS | 3
5 generations<br />
16 countries<br />
143 years<br />
1 family business
Dear Readers,<br />
Founded in 1867, our family business is now 143<br />
years old, an age to be proud of, I do believe.<br />
During this time “the firm” has survived two<br />
World Wars and – it can now be said – two economic<br />
crises of global proportions. In Germany<br />
alone the business has seen six currencies and has<br />
so far been managed by five generations of the<br />
same family. All of them had and have one thing<br />
in common: The resolute will to preserve the<br />
company for the family and the generations to<br />
come. Creativity, commitment and hard work are<br />
still our watchwords. Continuity and reliability,<br />
forward-looking business policies and a long-term<br />
outlook are the strong foundations on which our<br />
business is built. My family has always prioritized<br />
the long-term security of the company over the<br />
short-term maximization of profit. We have always<br />
preferred to finance growth out of our own<br />
resources rather than pursue expansion “on<br />
credit”. It is not least for that reason that in the<br />
past two years we have remained calm and composed<br />
in the face of the financial and economic<br />
crisis.<br />
80 percent of German commercial enterprises<br />
with a turnover of more than a million euro are<br />
family businesses, many of them a hundred or<br />
more years old. Our modern marketing concepts<br />
prove day in, day out that traditional family businesses<br />
are by no means “relics of the past”. Our<br />
successful KiK and TEDi divisions number among<br />
the few new retail businesses to be established in<br />
the past 20 years. With the launch of the Plus<br />
Online Shop in 2001 we broke new ground as the<br />
first German retailer to open its doors on the Internet.<br />
Today the shop forms the nucleus of our<br />
new strategic e-commerce division which we shall<br />
be consistently expanding in the coming years.<br />
We have already acquired interests in marketleading<br />
start-ups. In addition, we operate in a<br />
total of 15 foreign markets where we see opportunities<br />
for investment with a particular emphasis<br />
(OBI) on Russia.<br />
Overall we have survived the year of crisis in<br />
<strong>2009</strong> surprisingly well. Whereas other industries<br />
and competitors have <strong>report</strong>ed declining sales, we<br />
can once again <strong>report</strong> higher sales revenues,<br />
higher profits and an increase in our equity ratio.<br />
In contrast to previous years we were aided more<br />
by the strong development at our OBI and KiK<br />
divisions in Germany than by those elsewhere in<br />
the EU. In Hungary in particular – the first country<br />
to be saved from sovereign insolvency only by<br />
means of international aid – we suffered a painful<br />
drop in sales and currency losses. We have also<br />
taken further steps to ensure the restoration of<br />
our Kaiser’s Tengelmann supermarkets to sustained<br />
good health.<br />
What is tradition without a future? Our tasks for<br />
the coming years are to preserve Tengelmann as<br />
a family business and equip our enterprise to<br />
meet the future with a new generation at the<br />
helm. Nor must we forget that we have a role to<br />
play in the interests of society itself. Together with<br />
our employees and our partners, we willingly embrace<br />
the challenge.<br />
Yours truly<br />
Karl-Erivan W. Haub<br />
PREFACE | 5
11 divisions<br />
4,519 branches<br />
84,516 employees<br />
1 shared goal
Well equipped for the future<br />
In financial year <strong>2009</strong> with 4,519 branches and<br />
84,516 employees in 16 European countries, the<br />
Tengelmann Group achieved sales valued at<br />
11.34 billion euro, representing an increase of<br />
2.4 percent over the year before.<br />
As a result of the financial crisis the German economy<br />
suffered a decline in <strong>2009</strong> for the first time<br />
in six years, falling by 5 percent. The Tengelmann<br />
Group divisions, too, were affected by the crisis<br />
in the economy and the depressed mood among<br />
consumers. On the other hand OBI and KiK in<br />
particular performed strongly in a competitive environment<br />
and increased their market share.<br />
A slight increase in economic output is forecast<br />
for 2010. We accordingly expect further growth<br />
in the current year.<br />
FOOD AND DRINK<br />
Kaiser’s Tengelmann, since January 2010 a limited<br />
company (GmbH), continues to push ahead<br />
with the conversion of its branch network to the<br />
successful “Black, Red, Gold” concept. These<br />
Kaiser’s and Tengelmann stores are distinguished<br />
by a broader than average range of fresh foods<br />
and an extended choice of services. Following the<br />
cessation of our Plus business activities in Germany<br />
and some European countries, the sale of<br />
the subsidiaries in Bulgaria and Romania has now<br />
been completed. The Austrian subsidiary Ziel -<br />
punkt was sold in May 2010. In addition, the<br />
Tengelmann Group also remains the largest individual<br />
shareholder in the North American supermarket<br />
chain The Great Atlantic and Pacific Tea<br />
Company, Inc., abbreviated to A & P.<br />
CLOTHING AND NON-FOOD<br />
The textile discounter KiK operates in six European<br />
countries and in the past financial year has<br />
consolidated its position as the leader on price in<br />
the clothing segment.<br />
In support of its image presentation the company<br />
continues to prioritize its successful cooperation<br />
with Verona Pooth and the Slogan “KiK – besser<br />
als wie man denkt” (KiK – even better than you<br />
think). Plus Online GmbH, founded nine years<br />
ago as the first Internet shop to be opened<br />
by a food discounter, today forms the nucleus<br />
of the new strategic e-commerce division. The<br />
Tengelmann Group also holds a 30 percent stake<br />
in the 1-euro discounter TEDi.<br />
DIY, HOME AND GARDEN<br />
OBI is represented in 13 European countries.<br />
In its home market of Germany, with its broad<br />
pro duct range, a workforce skilled at advising<br />
customers and a first-class ratio of price to performance,<br />
the company remains the Number<br />
One in the DIY market. In Austria, Poland, Italy<br />
and Russia, too, OBI recorded substantial like-forlike<br />
growth. Elsewhere in Eastern Europe, the DIY<br />
sector suffered heavily in the economic crisis.<br />
REAL ESTATE AND SERVICES<br />
The remaining companies in the Tengelmann<br />
Group without exception recorded positive<br />
development: TREI Real Estate GmbH manages<br />
the Group’s own real estate holdings outside<br />
of Germany, Tengelmann Energie GmbH offers<br />
a complete energy management service, and<br />
Tengelmann Audit GmbH covers the full range of<br />
auditing services. Subrenta Immobilienverwaltungsgesellschaft<br />
mbH, Tengelmann Assekuranz<br />
Vermittlungs-GmbH and TSG Sicherheit und<br />
Service GmbH all succeeded in continuing the excellent<br />
development <strong>report</strong>ed in previous years.<br />
www.tengelmann.de<br />
MANAGEMENT REPORT | 7
Family businesses are better equipped<br />
for times of crisis<br />
by Prof. Peter May<br />
There is no denying the crisis that has occurred<br />
and still continues. And no one likes a crisis. But<br />
a crisis has more than just a downside. A crisis<br />
separates the wheat from the chaff, it divides the<br />
world into winners and losers. In a crisis you survive.<br />
Or not.<br />
Many family businesses have proven to be astonishingly<br />
robust, because both before and during<br />
the crisis they have taken to heart the basic<br />
common sense rules that since time began have<br />
distinguished good and successful enterprises<br />
from those that are mediocre or bad: They aspire<br />
to strong values and clear goals, they espouse<br />
professional management, they build trust and<br />
they do business soundly and solidly.<br />
VALUES AND GOALS<br />
We have learned from bitter experience what<br />
happens when an economy comes to believe in<br />
money as its premier value and the maximization<br />
of profit as its premier goal. Good family businesses<br />
have resisted the lure of greed and avarice<br />
and instead put their faith – old-fashioned as it<br />
may have seemed – in the economic benefits of<br />
value-based policies. As Thomas Mann’s honest<br />
merchant Buddenbrook remarked: “My son,<br />
show zeal for each day's affairs of business, but<br />
only for such that makes for a peaceful night's<br />
sleep.”<br />
Strong values such as hard work and integrity, curiosity<br />
and courage, fairness, tolerance and loyalty<br />
and an unconditional commitment to the<br />
common cause are both guard and guide on the<br />
way to achieving goals that are at once challenging<br />
yet realistic. Tengelmann too has not been<br />
distracted, either before or during the crisis, from<br />
its traditional values. Reliability and continuity,<br />
decency in business and a commitment to<br />
mankind and to nature collectively form the basis<br />
for the ongoing sustainable development of a<br />
family business that is now 143 years old.<br />
CONCORDANCE BETWEEN OWNERSHIP AND<br />
MANAGEMENT<br />
Having defined strong values and clear goals, it<br />
is at least as important that these should prevail in<br />
the day to day business environment. They are<br />
guaranteed to do so by the dominant proprietorial<br />
position of the family and by a professional<br />
management committed to acting in concordance<br />
INVITED COMMENT | 9
10 | INVITED COMMENT<br />
with the family code of values and goals. At<br />
Tengelmann these guarantees are personified by<br />
Karl-Erivan and Christian Haub. In their case the<br />
risk that as managers they might fail to act in the<br />
interest of the proprietors is effectively obviated.<br />
Their every decision is measured against their resolve<br />
never to make the one “big mistake” that<br />
would endanger the independence and the assured<br />
long-term survival of their family business.<br />
They are the guarantees of future security not just<br />
for the owners, but also for every stakeholder in<br />
the enterprise.<br />
BUILDING TRUST<br />
Through the concordance between ownership<br />
and management, many family businesses provide<br />
a focus for the trust that is placed in them. A<br />
focus that is all the more effective because the<br />
owner–manager is likely to remain in post a great<br />
deal longer than a salaried employee. Over time,<br />
cautious family businessmen develop relationships<br />
with their stakeholders that are founded on<br />
trust: Because they know that when credibility<br />
and trust are squandered, their customers, suppliers<br />
and lenders will desert them. The crisis has<br />
indeed revealed examples of family businesses<br />
that squandered vital trust. Tengelmann on the<br />
other hand has continued to focus on responsibility<br />
and credibility. This is for example reflected<br />
in the public perception of OBI, whose customers<br />
associate the DIY store operator with trustworthiness<br />
and credibility in terms of both product<br />
quality and price.<br />
Trust is also created through the acceptance of<br />
social responsibility. A commitment to mankind<br />
and to the environment has been integral to the<br />
Tengelmann corporate philosophy since the<br />
1960s. This uncompromising environmental<br />
stance is evident in the opening of an experimental<br />
climate-friendly store as a test bed for energy<br />
efficiency, at this stage irrespective of cost<br />
and profitability.<br />
SOUNDNESS AND SOLIDITY<br />
Perhaps the most important lesson to be learned<br />
from the crisis is that wanton borrowing and an<br />
insatiable appetite for power all too rapidly lead<br />
to a descent into debt, demands for state intervention<br />
and ultimately insolvency. The route of<br />
virtually unlimited leverage is undeniably the easy<br />
way to increase profitability. However, it frequently<br />
also compounds risk to the point where it<br />
is no longer controllable. Tengelmann has not fol-
lowed this route. The company management has<br />
pursued a consistent policy of reducing debt, in<br />
the course of which it has shed its Plus subsidiary<br />
which accounted for by far the largest proportion<br />
of consolidated sales. As a result, Tengelmann<br />
today in terms of bank borrowings is net debt<br />
free, with an equity ratio of 33 percent.<br />
Strong family businesses have always understood<br />
how to operate without borrowing and with a<br />
high equity ratio. Tengelmann has not sought<br />
short-term success through financial trickery. In<br />
the crisis the management has continued to act<br />
soundly and solidly, financing itself through its<br />
own resources, exhibiting strong powers of innovation<br />
and the courage to make incisive changes<br />
that are ultimately aimed at safeguarding the<br />
continuation of the family business and handing<br />
it on to the sixth generation.<br />
INVITED COMMENT | 11<br />
Prof. Peter May is a leading expert on family businesses.<br />
He has previously held the Wild Group<br />
Chair of Family Business at the International Institute<br />
for Management Development (IMD) in<br />
Lausanne and teaches as a visiting professor at<br />
the WHU – Otto Beisheim School in Vallendar. As<br />
founder of INTES in Bonn-Bad Godesberg, he advises<br />
the family owners of leading business enterprises.<br />
He also publishes and lectures regularly<br />
and has established various important initiatives<br />
for family business (including the “Governance<br />
Code for Family Businesses” and “Family Business<br />
Entrepreneur of the Year”).<br />
www.intes-online.de
1,500 organic products<br />
6 own brands<br />
20,959 employees<br />
1 quality supermarket
Kaiser’s Tengelmann<br />
Service with a heart and a helping hand<br />
With 20,959 employees at 660 branches, Kaiser’s<br />
Tengelmann – trading since the start of 2010 as a<br />
limited company – achieved sales valued at 2.58<br />
billion euro in the past financial year. This was<br />
slightly below the level of the preceding year but<br />
ahead of the trend in this sector.<br />
Kaiser’s Tengelmann is actively gearing up for the<br />
future. In the past financial year the company has<br />
continued its consistent program to position itself<br />
as a supermarket chain focused on quality and<br />
freshness. A further 61 food stores in Germany<br />
were converted to the successful “Black, Red,<br />
Gold” concept that combines an emphasis on<br />
freshness with the shopping experience, service<br />
and customer orientation. By the end of <strong>2009</strong><br />
that company had rolled out its coherent modern<br />
image at a total of 203 locations. Regular market<br />
research confirms that customer satisfaction is increased<br />
and the brand image is improved under<br />
the new concept. Kaiser’s Tengelmann has also<br />
stepped up its investment to ensure that it is ideally<br />
prepared to meet the future demands of the<br />
market. In a very difficult climate overshadowed<br />
by economic collapse and a 5 percent drop in<br />
GDP – the worst negative growth since the post-<br />
War era – Kaiser’s Tengelmann succeeded not<br />
least through its successful “Black, Red, Gold”<br />
store concept in maintaining its position.<br />
In addition to branded goods, the company also<br />
offers own-label products to suit every taste and<br />
every pocket. On the one hand, Kaiser’s Tengelmann<br />
now broadened its A & P (attractive &<br />
price-conscious) range to include more than 400<br />
items at entry-level prices. These items offered at<br />
discount prices are not available for less anywhere<br />
else in Germany. Customers who prefer higherquality<br />
products can choose from the “Star<br />
brand” range. Positioned in the medium price<br />
segment, this own-label range of selected products<br />
for discerning customers offers an alternative<br />
to leading brands. By the end of the last financial<br />
The Tengelmann climatefriendly<br />
store generates<br />
energy from 1,140 m 2 of<br />
solar cells.<br />
year the range comprised around 200 items. The<br />
choice of goods available at Kaiser’s-Tengelmann<br />
is complemented by the organic “Naturkind”<br />
own-label range which was first launched by the<br />
company almost 25 years ago in a pioneering<br />
breakthrough in healthy eating. Since then, this<br />
range has seen continuous growth as the number<br />
of occasional purchasers of organic foods<br />
continues to rise.<br />
The Tengelmann climate-friendly store opened in<br />
2008, is a clear expression of the company’s commitment<br />
to the environment over many years,<br />
and has meanwhile won numerous awards. In<br />
recognition of the future-oriented technologies it<br />
embodies (such as solar and geothermal energy<br />
systems and an innovative lighting concept) in<br />
<strong>2009</strong>, the climate-friendly store not only received<br />
a European Commission Green Building Certificate,<br />
but was also awarded the RWE Energy Efficiency<br />
Prize, the Cooling Industry Award <strong>2009</strong><br />
and German Solar Prize. It is also one of the<br />
365 locations selected to participate in the "Germany<br />
– Land of Ideas” contest in 2010.<br />
www.kaiserstengelmann.de<br />
www.kaisers.de<br />
BUSINESS DIVISIONS | 13
2,887 branches<br />
6 countries<br />
18,129 employees<br />
1 price leader
KiK<br />
A knack for trends and prices<br />
With sales of more than 1.63 billion euro in <strong>2009</strong>,<br />
KiK boosted turnover by 7.23 percent over the<br />
year before. The textile discount specialist operates<br />
2,887 branches across Europe with 18,129<br />
employees.<br />
KiK is growing at a tremendous pace despite the<br />
tense economic situation. In Germany alone, the<br />
company opened 182 branches in <strong>2009</strong>. Europewide<br />
the number of stores grew by 193 relative to<br />
2008.<br />
In the long term, KiK as a supplier of basic textile<br />
needs intends to reach around 3,000 outlets in<br />
Germany and around 5,000 in Europe: An ambitious<br />
goal, but one that takes account of customer<br />
demand for clothing at an economical<br />
price. In <strong>2009</strong> KiK invested in optimizing its network<br />
with the opening of 14 branches in Austria,<br />
15 in Slovakia, 11 in Slovenia, 40 in the Czech Republic<br />
and 30 in Hungary. Our textile discounter<br />
has also developed a new type of store with the<br />
arrival of its biggest branch to date in Berlin: Since<br />
November <strong>2009</strong>, KiK has been offering its familiar<br />
high quality at the lowest comparative price in<br />
a store with a floor area of more than 2.200 m 2 .<br />
In August <strong>2009</strong>, the company launched a successful<br />
marketing campaign with TV personality<br />
Verona Pooth and the slogan “KiK – besser als<br />
wie man denkt!” (KiK – even better than you<br />
think). This was followed in March 2010 with an<br />
exclusive “Verona Pooth Collection”. Besides extensive<br />
advertising, in a series of media projects in<br />
<strong>2009</strong> with partners such as RTL2 and the newspaper<br />
Bild, KiK launched its attention-grabbing<br />
“Volks-Aktion – T-Shirts für die ganze Familie”<br />
(the “T-shirts for all the family” campaign). According<br />
to Nielsen Media Research, KiK took seventh<br />
place in 2008 and has now moved up to<br />
Number 3 in the advertiser rankings.<br />
The KiK product range was also significantly<br />
expanded in <strong>2009</strong>: The basic range comprises a<br />
broad selection of ladies- and menswear and children’s<br />
clothing, with an increasing proportion<br />
manufactured using organic cotton as certified by<br />
the Oeko-Tex ® label. As well as household goods<br />
and gifts, textiles and fashion accessories, KiK also<br />
offers various seasonal ranges. Among its own<br />
brands, its Ergee hosiery range has been joined<br />
by the Selina Collection aimed specifically at<br />
teenagers and the successful Pokito line for children.<br />
The company is also consolidating customer<br />
loyalty with its new international own brand<br />
“Okay”.<br />
KiK is building on its positive development by optimizing<br />
its Internet presence with a comprehensive<br />
relaunch scheduled for the fall of 2010. In<br />
future as one of Germany’s top ten textile retailers,<br />
KiK aims to keep its customers up to date<br />
even faster with new additions to its ranges. This<br />
also applies to its successful football shirt promotion:<br />
For three years now, football clubs have<br />
been able to put together an individual set of<br />
shirts and order online. In future KiK aims to roll<br />
out this service even more widely.<br />
The number one on<br />
price is expanding its<br />
portfolio with new<br />
collections.<br />
www.kik-textilien.com<br />
BUSINESS DIVISIONS | 15
537 stores<br />
37,663 experts<br />
60,000 items<br />
1 DIY paradise
OBI<br />
Everything under one roof<br />
In <strong>2009</strong> the sales generated at OBI’s 537 stores –<br />
including 330 in Germany – amounted to 5.90<br />
billion euro, representing an increase of 2.1 percent<br />
over the year before.<br />
OBI continued its international expansion in the<br />
course of the financial and calendar year <strong>2009</strong>.<br />
The company substantially increased its presence<br />
not just in Eastern Europe – with a focus on Russia<br />
and Poland – but also in Italy, and added to its<br />
market share in most countries. Despite the tense<br />
situation brought on by the global economic crisis,<br />
OBI's foreign units in Austria, Italy, Poland<br />
and Russia in particular recorded some impressive<br />
growth in like-for-like sales. In Austria OBI consolidated<br />
it position as number two among the<br />
country’s large-format DIY stores.<br />
Of the 24 new OBI stores opened, eight were in<br />
Germany. The company plans to step up the pace<br />
of its continuing international expansion with an<br />
average of 25 to 30 new store openings each<br />
year. OBI is focusing mainly on supplementing<br />
uniform standard solutions with demand-oriented<br />
regional formats. Its sophisticated shop-in-shop<br />
logic means that customers can quickly find their<br />
way around every OBI store from Moscow to<br />
Munich.<br />
OBI is and remains the number one among DIY<br />
stores in Germany. According to market analysis<br />
by GfK, no other do-it-yourself chain has so many<br />
satisfied customers. Shopping is a matter of trust,<br />
and OBI customers have a great deal of trust in<br />
their DIY store of choice. The reason lies not just<br />
in the high quality of the more than 60,000 items<br />
spanning technology and construction, home and<br />
garden. It is the expert advice available from the<br />
staff that impresses customers and safeguards<br />
OBI’s leading position in the market. In the interests<br />
of long-term satisfaction and the attendant<br />
positive effect on business, OBI consistently refrains<br />
from offering products of dubious origin<br />
With a combined area of<br />
4 km 2 OBI’s stores are<br />
bigger than Hamburg’s<br />
Speicherstadt.<br />
and quality, as well as from frivolous discounting<br />
promotions. For years now. the company has also<br />
been committed to energy-efficient products that<br />
carry no health risk.<br />
As Europe’s largest garden center operator, OBI<br />
consistently invests in regional marketing and emphasizes<br />
individual services such as the sale of<br />
plants from local nurseries. In order to identify<br />
customer needs even more promptly, the company<br />
has also stepped up its location-specific<br />
market research. Currently OBI is developing its<br />
ranges of bathroom and kitchen products and<br />
establishing a clear profile in these growth areas.<br />
The OBI product range has long benefited from<br />
professional presentation on the Internet. From<br />
catalogues and handy hints to details of stores<br />
and offers, the OBI website scored a clear hit in<br />
<strong>2009</strong>. Whether virtually on the Net or personally<br />
in store, last year the company successfully lived<br />
up to its slogan „WIE, WO, WAS weiß OBI“<br />
(HOW, WHERE, WHAT – OBI knows!).<br />
www.obi.de<br />
BUSINESS DIVISIONS | 17
E-Commerce and Real Estate Management<br />
A sure hand in online business and real estate<br />
PLUS.DE<br />
Plus.de ranks among Germany’s top ten most frequently<br />
visited online shops. The business was<br />
launched in 2001 as the first Internet shop to be<br />
opened by a German food discounter and continued<br />
to perform well in the growing e-commerce<br />
market with a broad product range in<br />
<strong>2009</strong>. The store offers a comprehensive choice in<br />
the Home & Design, Sport & Wellness, DIY &<br />
Garden, Multimedia & Consumer Electronics and<br />
Kids World categories. These ranges are supplemented<br />
by specially themed, up to date special<br />
offers that have become known as the “Plus des<br />
Tages” (the Plus of the day).<br />
In the past financial year the company continued<br />
the process of consolidation that begun in 2008<br />
with the disposal of the Plus branches. In fall<br />
<strong>2009</strong> Plus.de was updated with the integration of<br />
a sales platform on which partners can directly<br />
display their goods. With the spin-off of its marketing<br />
activities into Tengelmann New Media<br />
GmbH, Plus Online is meanwhile also successfully<br />
putting its expertise at the disposal of external<br />
clients.<br />
TREI<br />
As a specialist in retail commercial properties, TREI<br />
Real Estate GmbH amalgamates the Group’s real<br />
estate holdings in Bulgaria, Austria, Poland, Portugal,<br />
Romania, the Czech Republic and Hungary.<br />
TREI acts both for Group companies and external<br />
clients. The principal tenants are the purchasers<br />
of the former Plus foreign subsidiaries. TREI manages<br />
more than 500 properties, the bulk of which<br />
are let on long-term leases. The company intends<br />
to expand its commitment in Eastern Europe in<br />
future with a focus on developing and letting specialist<br />
stores.<br />
www.plus.de<br />
BUSINESS DIVISIONS | 19<br />
The Tengelmann Group<br />
plans to continue to expand<br />
its e-commerce and<br />
real estate business.
Energy and Auditing<br />
The future in hand<br />
TEG<br />
Tengelmann Energie GmbH (TEG) is the Tengelmann<br />
Group’s energy service provider. TEG offers<br />
a complete energy management service to commercial<br />
clients, ranging from sourcing electricity<br />
on beneficial terms via billing through to energy<br />
efficiency and environmental consulting.<br />
TEG’s services are in particular demand among<br />
so-called bundled clients – companies operating<br />
from multiple locations. This also includes Tengel -<br />
mann Group member companies to whom TEG<br />
is increasingly supplying green electricity. Kaiser’s<br />
Tengelmann GmbH, for example, exclusively uses<br />
hydroelectric power. KiK too is gradually switching<br />
to renewables.<br />
In the past financial year TEG also began to offer<br />
new services and is meanwhile generating around<br />
70 percent of sales with non-Group customers.<br />
The project launched in <strong>2009</strong> in which TEG offers<br />
added value for its customers through the operation<br />
of measuring and monitoring stations also<br />
promises to yield market opportunities. Since January,<br />
subsidiary company GrünHausEnergie<br />
GmbH, a joint venture with Freiburg-based energy<br />
supplier badenova, has been supplying private<br />
households and small businesses with<br />
certified eco-power. The increasing interest in renewable<br />
energy is underscored by rising customer<br />
numbers.<br />
TAG/TASCO<br />
TAG (Tengelmann Audit GmbH) and TASCO<br />
(Tengelmann Auditing Services & COnsulting<br />
GmbH) jointly offer a full range of auditing services<br />
to both internal and external clients. Besides<br />
conventional internal auditing, these services also<br />
include test purchases in connection with branch<br />
audits and advice on occupational safety and<br />
health. In addition to Group companies, these<br />
services are attracting an increasing number of<br />
external clients who wish to have their processes<br />
professionally audited.<br />
www.tengelmann-energie.de<br />
www.tasco-revision.de<br />
BUSINESS DIVISIONS | 21<br />
The Tengelmann Group<br />
is investing in the future<br />
by focusing on certified<br />
green electricity and<br />
continuously optimizing<br />
its day to day processes.
433 A & P markets<br />
946 TEDi branches<br />
3,881 Netto stores<br />
1 associates portfolio
Associated Companies<br />
A prudent approach<br />
A&P<br />
Despite the ongoing economic crisis in the USA,<br />
A & P has maintained its position as the market<br />
leader in its core regions of New York, New Jersey<br />
and Philadelphia. This North American supermarket<br />
company operates under the “A & P”,<br />
“Waldbaum’s”, “Food Emporium” and “Pathmark”<br />
banners as well as “Superfresh” and<br />
“Food Basics”.<br />
With its four market formats, A & P covers the<br />
full range of preferences of its various target<br />
groups. The choice ranges from low-cost products<br />
at “Food Basics” through to selected fine<br />
foods at “Food Emporium”. Under the difficult<br />
economic conditions, these two formats developed<br />
most successfully. With unemployment rising<br />
in the USA, “Food Basics” is most likely to<br />
profit from the crisis.<br />
NETTO MARKEN-DISCOUNT<br />
In January <strong>2009</strong> Netto Marken-Discount GmbH<br />
& Co. KG took over around 2,300 Plus stores in<br />
Germany. Since then the Tengelmann Group has<br />
held a 20 percent stake in the success of this enterprise.<br />
The number of Netto stores nationwide<br />
has now more than doubled to 3,881 and Netto<br />
is joining the ranks of the leading German discounters.<br />
The last Plus outlets are due to be converted<br />
to the Netto concept in the course of the<br />
year. By the end of <strong>2009</strong> the company <strong>report</strong>ed<br />
sales of 9.9 billion euro.<br />
TEDI<br />
There is no stopping TEDi. Once again in the past<br />
year the company continuously expanded its position<br />
as the leading 1-euro discounter. Including<br />
the 150 or so new branches opened in <strong>2009</strong>,<br />
TEDi had 946 stores throughout Germany by the<br />
end of December.<br />
Quality for every customer:<br />
A & P, Netto and<br />
TEDi offer extensive<br />
product ranges.<br />
From all-purpose scissors to picture frames and<br />
from toys and stationery to flower vases, TEDi offers<br />
a huge variety of day to day items that are<br />
supplemented by monthly special offers. Each<br />
year the company attracts large numbers of new<br />
customers with its special discount promotions to<br />
start the school year. The existing range is due to<br />
be enlarged again in 2010 with among others the<br />
inclusion of drugstore products.<br />
To ensure continuing high standards TEDi has developed<br />
a certified quality system which will continue<br />
to safeguard product quality in 2010.<br />
www.aptea.com<br />
www.netto-online.de<br />
www.tedi-discount.com<br />
ASSOCIATED COMPANIES | 23
42 years of protecting<br />
the environment<br />
14,631 fewer tons of CO 2<br />
439 volunteer days<br />
1 global commitment
Social Responsibility<br />
It comes naturally<br />
A social commitment to nature and mankind is a<br />
long-established feature of the Tengelmann<br />
Group. In <strong>2009</strong> it was our emergency aid for the<br />
earthquake victims in Haiti that captured attention.<br />
All of the OBI stores in Germany together<br />
with Kaiser’s and Tengelmann branches, KiK textile<br />
discount stores, TEDi branches and Plus Online<br />
joined in the spontaneous “One cent for<br />
Haiti” fundraising campaign initiated personally<br />
by Karl-Erivan W. Haub: One cent was automatically<br />
diverted from every customer purchase into<br />
an emergency aid fund for the disaster victims.<br />
When the campaign ended the Haub family<br />
matched the amount collected, doubling the total<br />
to 1.2 million euro.<br />
Tengelmann has always felt a particular commitment<br />
towards the conservation of nature, climate<br />
and resources. Our current goal is to reduce the<br />
greenhouse gases attributable to the Group by 20<br />
percent by the year 2020. In order to document<br />
the step by step success of this undertaking, since<br />
2007 the Group has taken a pioneering role<br />
among German retailers by publishing an emissions<br />
balance sheet. One of the milestones on the<br />
way to our goal is the Tengelmann climatefriendly<br />
store that was recognized by the European<br />
Commission <strong>2009</strong> as an example of “Green<br />
Building”.<br />
“Helping people to help themselves” is fundamental<br />
to our social commitment, and is reflected<br />
in a host of projects: Through wide-ranging<br />
cooperation and information events, Kaiser’s<br />
Tengelmann helps to prepare school students to<br />
set foot on the career ladder. OBI has for years<br />
been a committed supporter of the Deutscher<br />
Kinderhospizverein, the association of German<br />
children’s hospices. Regular donations to this<br />
charitable organization benefit not just the children<br />
concerned, but their parents and family<br />
members. The “help and hope” foundation, set<br />
up in 2005 on the initiative of KiK and supported<br />
by the divisions of the Group, helps children in<br />
desperate situations in places as far apart as<br />
Germany and Cambodia.<br />
KiK is particularly committed to improving working<br />
conditions in the countries of South East Asia<br />
where its goods are manufactured, for example<br />
by auditing its suppliers and providing healthcare<br />
for their workers. In addition, in Bangladesh KiK<br />
has so far promoted the manufacture of more<br />
than 500,000 patchwork rugs made of fabric offcuts<br />
and is supporting sales and distribution. The<br />
entire proceeds are being used to develop more<br />
social projects. In recognition of this work at the<br />
beginning of 2010, KiK and Care Bangladesh received<br />
the Gold Standard Award for sustainability.<br />
The <strong>annual</strong> Tengelmann Run organized each year<br />
since 1995 by the Tengelmann Group, has meanwhile<br />
become one of the best-known running<br />
events in North Rhine-Westphalia. Traditionally<br />
the proceeds of the event are donated to organizations<br />
dedicated to providing sports for disabled<br />
children and young people in the locality. Prominent<br />
runners such as Frank Busemann and Marcel<br />
Wüst are also happy to help the good cause<br />
by taking part.<br />
Since 2007 Karl-Erivan W. Haub has also encouraged<br />
the more than 650 staff at the headquarters<br />
in Mülheim an der Ruhr to show their commitment<br />
to society by taking an <strong>annual</strong> “volunteer<br />
day”, for which they receive a day off work.<br />
Some volunteers have become so enthusiastic<br />
that they continue their activities in their own<br />
time, for example by distributing food to those in<br />
need.<br />
www.tengelmann.de<br />
SOCIAL RESPONSIBILITY | 25<br />
To help people in need<br />
our employees work<br />
hard on “volunteer<br />
days” and test their<br />
stamina in the Tengelmann<br />
Run.
84,516 employees<br />
4,491 Trainees<br />
22 vocational<br />
training options<br />
Our capital for the future
Employees<br />
When ideas take hold<br />
For businesses, one of the keys to a secure future<br />
lies in the level of qualification of their workforce.<br />
This is true not just of Tengelmann. Traditionally<br />
as a family business Tengelmann accepts a high<br />
degree of responsibility towards its employees<br />
and a commitment to their ongoing education<br />
and training. Industry-wide, the Group is regarded<br />
as a popular and dependable employer,<br />
and one who encourages and challenges its employees<br />
in equal measure. The Group’s record of<br />
employing interns and engaging a high proportion<br />
of trainees is just one aspect of the qualification<br />
program. Experienced staff, too, have the<br />
opportunity to pursue and develop their personal<br />
careers with the support of the Group.<br />
In recognition of its outstanding modern human<br />
resources management, in January 2010 for the<br />
second year in succession OBI was singled out by<br />
the CRF Institute as “Germany’s Top Employer”.<br />
The company which operates in 13 countries<br />
turns over one of its stores each year for four<br />
weeks to be run exclusively by a team of 60<br />
trainees and BA students. The “trainees in<br />
charge” project could well also be described as<br />
“learning from the next generation”. This innovative<br />
form of training is extremely well received<br />
both by the participants in the project and by customers.<br />
KiK, too, takes a special interest in supporting the<br />
younger generation. Each year the company offers<br />
around 1,000 vacancies for trainees spanning<br />
16 different occupations. In <strong>2009</strong> the textile discount<br />
specialist set a record for its number of<br />
trainees and interns who accounted for more<br />
than 12 percent of KiK employees last year. Once<br />
the trainees have successfully completed their<br />
training, the company continues to offer excellent<br />
prospects: 72 percent of them are subsequently<br />
offered employment – some 10 percent<br />
above the national average in Germany (61 percent).<br />
At Kaiser’s Tengelmann, in the past financial year<br />
554 young people took their first step on the career<br />
ladder. Their training places a strong emphasis<br />
on service orientation as well as a high degree<br />
of competence in the fresh food departments.<br />
Wherever possible traditional elements of training<br />
are supplemented with modern content and<br />
methods. Regular contests such as the <strong>annual</strong><br />
“Sales Ace” competition are designed to challenge<br />
young people and encourage them to identify<br />
with the company. Kaiser’s Tengelmann also<br />
deploys future-oriented learning technologies<br />
such as for example interactive computer programs.<br />
The common aim shared by all Group companies<br />
is to recruit the next generation of managers primarily<br />
from among their own ranks.<br />
EMPLOYEES | 27<br />
Training never ceases:<br />
The Tengelmann Group<br />
believes in its employees.
BALANCE SHEET AND EXPLANATORY NOTES | 29<br />
Balance sheet and explanatory notes<br />
Consolidated Annual Report 30<br />
Consolidated Balance Sheet 50<br />
Consolidated Statement of Assets 52<br />
Notes to the Consolidated Financial Statements 54<br />
Audit Certificate 62<br />
Facts and figures 63
30 | CONSOLIDATED ANNUAL REPORT<br />
Consolidated Annual Report<br />
for financial year <strong>2009</strong><br />
The Tengelmann Group is an international retail group based in Mülheim an der<br />
Ruhr, comprising various divisions operating in Germany and 15 other European<br />
countries. In the United States, the Group has an interest in the North American<br />
supermarket business A & P.<br />
1 ECONOMIC AND SECTOR-SPECIFIC DEVELOPMENT<br />
Early in <strong>2009</strong> a steep and abrupt decline in world trade brought on by the financial<br />
crisis triggered the worst recession of the post-War era, with hardly a single<br />
country remaining unscathed. In the OECD countries industrial production in the<br />
first quarter of <strong>2009</strong> fell by 16.6 percent. World trade suffered an extraordinary<br />
decline of 30 percent. Following the sharp collapse at the start of the year, in the<br />
second quarter of <strong>2009</strong> there were signs of a slight recovery in the global economy.<br />
The attitude of investors towards risk also stabilized. In the recession unemployment<br />
rose in almost all of the industrialized countries. Nevertheless thanks<br />
to lower energy prices and fiscal policy measures, real available incomes were<br />
higher, with a positive attendant effect on consumer spending in most developed<br />
countries in Q2 <strong>2009</strong>. In real terms the global economy shrank by an overall<br />
0.8 percent in <strong>2009</strong>. Growth was recorded mainly in Asia, the Middle East and<br />
Africa. By contrast, gross domestic product in the Eurozone fell by 3.9 percent in<br />
<strong>2009</strong> (2008: 0.6 percent).<br />
The economies of Central and Eastern Europe were particularly hard hit by the<br />
financial crisis with GDP falling dramatically in almost every country in <strong>2009</strong>. The<br />
worst declines in gross domestic product were recorded in Latvia, Estonia, the<br />
Ukraine and Lithuania which saw falls running even into double digits. However,<br />
the crisis also hit the Czech Republic, Slovenia, Finland, Romania, Ireland, Russia,<br />
Austria, Italy and Hungary, leading to further falls in GDP. Only Poland managed<br />
to beat the general trend and achieve a slight increase in gross domestic product.<br />
Following on from weak growth of 1.3 percent in real terms in 2008, Germany<br />
experienced a decline of 5.0 percent in GDP in <strong>2009</strong>, the steepest fall in the post-<br />
War era. However, after the collapse in the winter half-year 2008/<strong>2009</strong>, economic<br />
output stabilized somewhat in the course of the year, albeit at a lower<br />
level. Available household incomes rose by just 0.4 percent in <strong>2009</strong>, the lowest<br />
rate of growth since German reunification. In contrast to the preceding two years,<br />
the 0.5 percent rise in consumer spending was slightly ahead of the increase in<br />
available income. The savings ratio of 11.2 percent for private households remained<br />
as high as in the year before. The rate of inflation climbed 0.4 percent in<br />
<strong>2009</strong>, again the lowest rate since reunification.
Provisional figures indicate that sales in the retail sector were down by 1.8 percent<br />
in real terms compared with the year before. In nominal terms sales fell by<br />
2.4 percent. Food retailers (over 100 m 2 , excluding Aldi, Lidl, Norma) recorded an<br />
overall drop in sales of 1.2 percent relative to the year before. On the other hand,<br />
retailers in <strong>2009</strong> had two fewer trading days on which to do business. After making<br />
this adjustment, sales declined by 0.5 percent, with all sales formats registering<br />
a fall. The large supermarkets (400 – 999 m 2 ) <strong>report</strong>ed sales down by<br />
2.5 percent while small supermarkets (100 – 399 m 2 ) lost 7.1 percent. Stores over<br />
1,000 m 2 suffered least of all.<br />
After a weak start to the year in <strong>2009</strong>, from April onwards the trend improved in<br />
the DIY sector in Germany, with sales growing by 2.0 percent despite the difficult<br />
economic conditions and the effects of the global financial crisis. German citizens<br />
returned to spending more on their homes and gardens, with the result that<br />
for the first time in several years, like-for-like store sales rose by 0.7 percent.<br />
Sales in the German textiles market remained stable by value relative to the preceding<br />
year, despite a slight decline in volumes. The development in the textiles<br />
market in the past ten years has been consistently negative. Some retailers have<br />
withdrawn, contributing to a readjustment in the market, while at the same time<br />
new formats have appeared on the German scene. It was not until the fourth<br />
quarter that the mood became somewhat cooler. The development in the Austrian<br />
textiles market essentially mirrored the trend in Germany.<br />
Expenditure on goods and services in the e-commerce sector reached a new<br />
record high in Germany in <strong>2009</strong>. Internet retailers saw their sales climb to<br />
15.5 billion euro, up by 14 percent compared with the year before.<br />
(Sources: Annual Report by the German Council of Economic Experts, November <strong>2009</strong>; IfW, Weltkonjunktur im Frühjahr<br />
(Kiel Institute, Global economy spring <strong>report</strong>), March 2010; Gemeinschaftsdiagnose Herbst <strong>2009</strong> (Joint diagnosis<br />
fall <strong>2009</strong>), October <strong>2009</strong>; IMF, WEO update, January 2010; Germany Trade & Invest, Konjunkturprogramme<br />
weltweit – Chancen in der Krise (Global economic programs – opportunities in the crisis); IfW, Konjunktur im Euroraum<br />
im Frühjahr 2010 (Kiel Institute, Eurozone economy spring <strong>report</strong> 2010), March 2010; IfW, Weltkonjunktur<br />
im Frühjahr 2010 (Kiel Institute, Global economy spring <strong>report</strong> 2010), March 2010; German Federal Statistical Office;<br />
AC Nielsen sales monitor; GfK).<br />
CONSOLIDATED ANNUAL REPORT | 31
32 | CONSOLIDATED ANNUAL REPORT<br />
2 CORPORATE DEVELOPMENT/BUSINESS DIVISIONS<br />
For the first time since the changeover to a revised financial year in 2008, the<br />
Tengelmann Group has prepared its accounts for a full fiscal year that parallels the<br />
calendar year (January 1 to December 31). As a result the financial year <strong>2009</strong><br />
bears only limited comparison with the short financial year (eight months) accounted<br />
for in 2008.<br />
The management is satisfied with the development in business at the individual<br />
divisions. The consequences of the global economic crisis have been overcome<br />
more effectively than had been expected. In particular the OBI and KiK divisions<br />
have expanded successfully and recorded positive development, whereas further<br />
action is called for at Kaiser’s Tengelmann.<br />
In the past financial year the Group generated net sales revenues of 8.1 billion<br />
euro, lagging behind expectations. The figure for the preceding year (May 1 to<br />
December 31, 2008) was 9.7 billion euro, however this does include the revenues<br />
contributed by the Plus stores in Germany that were sold on the closing date at<br />
the end of 2008. Due to the preceding short financial year of eight months, the<br />
changes to the group of consolidated companies and exchange rate differences,<br />
comparability is severely restricted.<br />
The comparative figures stated hereinafter have been adjusted to allow for the<br />
employees/branches of Plus in Germany. On the closing date the Tengelmann<br />
Group operated 4,519 branches in Europe, some 3.7 percent more than in the<br />
year before. Of this total, Germany accounted for 3,427 branches (+1.4 percent<br />
compared with the closing date in 2008) and the rest of Europe 1,092 branches<br />
(+11.7 percent). Of this total of branches, the individual divisions accounted for<br />
the following numbers: OBI 537 branches (inc. franchise partners), KiK 2,887<br />
branches, Kaiser’s Tengelmann 660 branches and Plus Eastern Europe 435<br />
branches. On December 31, <strong>2009</strong> the Group had a workforce totaling 84,516<br />
(+1.0 percent compared with the closing date in 2008), of whom 59,173 (-1.7<br />
percent) were employed in Germany and 25,343 (+ 8.0 percent) elsewhere in<br />
Europe.<br />
All of the sales figures quoted hereinafter are gross (unconsolidated sales inc.<br />
turnover tax) and were converted into euro at the average exchange rate during<br />
the period under review.<br />
BUSINESS DIVISIONS<br />
The Tengelmann Group operates four in-store retail divisions:<br />
OBI, KiK, Kaiser’s Tengelmann and Plus Eastern Europe. In addition the Group<br />
also includes two further divisions, TREI Real Estate GmbH which is engaged in<br />
letting branch and warehouse premises elsewhere in Europe, and Tengelmann<br />
Energie GmbH (TEG) which operates in the energy sector.<br />
KAISER’S TENGELMANN<br />
Kaiser’s Tengelmann is a supermarket chain specializing in quality and freshness.<br />
The attractive and extensive product range reflects the company’s aspirations and<br />
positioning as a premium supplier. The company’s branch operations are located<br />
exclusively in Germany. The Kaiser’s Tengelmann division continues to include
the Birkenhof meat and butchery products business and the timber fixtures and<br />
fittings manufacturer Ligneus.<br />
In the past financial year <strong>2009</strong> Kaiser’s Tengelmann achieved gross turnover of<br />
2.91 billion euro, of which branch sales accounted for 2.58 billion euro. This was<br />
slightly down on the <strong>annual</strong>ized figure for the preceding year and lagged a little<br />
behind expectations. The development in business operations mirrored the general<br />
development in this sector. The company operated 660 branches (-6.5 percent)<br />
in its four core regions of Berlin, North Rhine, Rhine-Main-Neckar and<br />
Munich/Upper Bavaria. On the closing date Kaiser’s Tengelmann had a total of<br />
21,779 employees (+2.5 percent).<br />
The Rhine-Main-Neckar region registered a negative development in sales. The<br />
focus of activities at Kaiser’s Tengelmann was therefore primarily on making the<br />
business fit for the future. Work on the restructuring program was intensively<br />
pursued in <strong>2009</strong>. All areas of the undertaking from the retail business through to<br />
the evolved corporate structure were analyzed and evaluated. As a result numerous<br />
opportunities for optimization were identified and implemented and the<br />
personnel structure at branch level and in services was adjusted in line with the<br />
revised circumstances.<br />
In the retail business numerous projects were carried forward including the intelligent<br />
restructuring of prices and ranges at POS, presenting a holistic store image,<br />
updating the “Black, Red, Gold” branch concept and improving procurement<br />
terms. 194 branches have meanwhile been converted to the “Black, Red, Gold”<br />
standard. The goal in the medium to long term is to convert the future-proof<br />
branch network entirely to this successful concept, thereby ensuring that the<br />
company presents a uniform, modern image. Work also continued in the past financial<br />
year on improving branch premises. These improvements went hand in<br />
hand with the necessary rationalization of the branch network, with a specific<br />
focus on increasing network density in existing core regions. A total of nine new<br />
properties were leased. As of the closing date the net total of branches was down<br />
by 46 compared with the previous year.<br />
In addition, in financial year <strong>2009</strong> the company entered into a successful joint<br />
purchasing venture with its North German competitor Bünting. The company is<br />
now in a stronger purchasing position which affords scope to pursue an active<br />
price policy at POS.<br />
The result for financial year <strong>2009</strong> was negative. It was depressed by high exceptional<br />
costs resulting from the rationalization of the remaining branch network<br />
and withdrawal from the Rhine-Main-Neckar region, as well as expenses in connection<br />
with the relocation of administrative departments to the premises of the<br />
parent company in Mülheim an der Ruhr.<br />
CONSOLIDATED ANNUAL REPORT | 33
34 | CONSOLIDATED ANNUAL REPORT<br />
KIK<br />
Since it was first founded in 1994, KiK has always regarded itself as a supplier of<br />
basic textiles to its target group of low-income and price-conscious households.<br />
It has meanwhile developed into a Europe-wide group of companies with<br />
branches in six countries: Germany, Austria, the Czech Republic, Slovenia, Hungary<br />
and Slovakia.<br />
The countries in which KiK operates were affected to varying degrees by the<br />
global financial and economic crisis. Nevertheless in virtually all these countries<br />
KiK has proved itself to be highly resilient and has in some cases developed<br />
against the trend.<br />
As a result of its expansion KiK achieved positive sales growth of 7 percent relative<br />
to the preceding year (comparison based on identical periods). On a like-forlike<br />
basis sales dipped only marginally.<br />
Country Gross sales Branches Employees<br />
in million € (Actual figures on the<br />
qualifying date)<br />
Financial short financial Actual Δ in % to Actual Δ in % to<br />
year <strong>2009</strong> year 2008 total previous year total previous year<br />
Germany 1,339.6 928.1 2,437 4.1 15,228 -1.9<br />
Austria 192.4 133.5 249 1.6 1,406 7.3<br />
Slovakia 11.0 2.7 25 150.0 227 152.2<br />
Slovenia 28.2 15.4 31 55.0 198 7.0<br />
Czech Republic 42.1 23.0 94 67.9 705 68.7<br />
Hungary 17.3 4.4 51 142.9 365 58.0<br />
Total 1,630.6 1,107.1 2,887 7.2 18,129 2.1<br />
The company’s existing commitments were expanded or consolidated country<br />
by country. However, in Eastern Europe in particular in the course of the year<br />
there were delays in acquiring new locations as some project developers suffered<br />
from refinancing problems in the crisis and were unable to release planned new<br />
properties on schedule. In contrast to the great uncertainty that prevailed in the<br />
marketplace and the number of corporate insolvencies registered or pending in<br />
all the countries in which it operates, KiK achieved slower but nonetheless solid<br />
growth and <strong>report</strong>ed a sound equity base.<br />
As in previous years, in Germany in particular the KiK Group on several occasions<br />
became the focus of public attention. However, this did not essentially affect public<br />
perception of the company or lead to any perceptible economic effects.<br />
KiK again achieved a positive result in the past financial year.<br />
OBI<br />
The OBI Group is a retail chain specializing in DIY, leisure and garden products.<br />
In financial year <strong>2009</strong> besides Germany OBI was also represented in twelve other<br />
European countries.
OBI is the leading brand in the German and European DIY market and the fifth<br />
largest DIY store operator worldwide. In addition to Germany, Italy, the Czech Republic,<br />
Slovenia, Poland, Hungary, Croatia, Bosnia-Herzegovina and Russia, the<br />
company is also represented in Austria, Switzerland, the Ukraine and Romania.<br />
The financial crisis also affected the development in business at OBI. All of the countries<br />
in which the company operates registered – in some cases significant – declines<br />
in economic output with corresponding effects on unemployment. Hardest hit were<br />
the Eastern European markets. Nevertheless as a result of expansion OBI succeeded<br />
in increasing its store sales (inc. franchise partners) by a currency-adjusted 2.1 percent<br />
compared with the preceding 12-month period, despite a slight fall in like-for-like<br />
sales. OBI also succeeded in increasing its market share in most countries. As in previous<br />
years, international activities in particular made a positive contribution to the<br />
development in sales with Russia and Italy recoding increases of 6.4 percent and 4.7<br />
percent respectively. However, sales at OBI’s German stores also collectively rose by<br />
0.5 percent. 43.7 percent of consolidated sales were generated outside of Germany.<br />
The OBI Group contributed 3.3 billion euro (66.1 percent of total sales) to the<br />
(net) consolidated sales figure for the Tengelmann Group. The remaining proportion<br />
of sales turnover is attributable to franchisees who hold a majority stake<br />
in their business enterprises.<br />
With the theme of “WIE, WO, WAS weiß OBI” (HOW, WHERE, WHAT – OBI<br />
knows!), OBI continued in <strong>2009</strong> to position itself as the leading retailer for house<br />
and garden.<br />
CONSOLIDATED ANNUAL REPORT | 35<br />
Country Gross sales* Branches Employees<br />
in million € (Actual figures on the<br />
qualifying date***)<br />
Financial short financial Actual Δ in % to Actual Δ in % to<br />
year <strong>2009</strong> year 2008** total previous year total previous year<br />
Germany<br />
Bosnia-<br />
3,321.2 2,246.5 330 -0.3 21,320 -5.7<br />
Herzegovina 18.5 17.0 3 0.0 214 -6.1<br />
Italy 400.5 269.8 47 14.6 1,914 13.2<br />
Croatia 11.8 7.1 3 50.0 173 36.2<br />
Austria 332.9 226.4 32 -8.6 1,761 -6.3<br />
Poland 467.9 404.6 32 3.2 3,661 -2.4<br />
Romania 35.6 5.0 4 100.0 433 1.6<br />
Russia 524.9 428.5 15 15.4 2,741 23.5<br />
Switzerland 169.3 103.6 10 0.0 616 0.3<br />
Slovenia 61.9 45.4 6 20.0 394 13.5<br />
Czech Republic 350.7 265.1 29 7.4 2,437 -5.2<br />
Ukraine 24.1 5.9 3 50.0 388 -16.4<br />
Hungary 178.1 158.2 23 0.0 1,611 2.2<br />
Total 5,897.4 4,183.1 537 2.3 37,663 -2.2<br />
* OBI stores incl, franchise partners **SFY 2008 = short financial year 2008 (May 01. 2008 – December 31. 2008)<br />
*** incl, franchise partner stores as well as trainees and temporary staff
36 | CONSOLIDATED ANNUAL REPORT<br />
Sustainability, environment and energy efficiency were given high priority in the<br />
product range and marketing. The Internet has become an essential marketing element<br />
due to increasing importance attached to purchase decisions processes.<br />
Numerous information aimed at encouraging environmental awareness has been<br />
provided at obi.de: from cooperation with GrünHausEnergie via the “Blauer<br />
Engel” (Blue Angel) product range through to numerous expert advisors on all aspects<br />
of energy efficiency. To this end, OBI provides the customers with information<br />
regarding environmentally-friendly measures and thereby makes an active<br />
contribution towards environmental protection.<br />
With supported aided brand awareness of 97 percent, OBI is – according to a survey<br />
by the institute TNS Infratest in 2008 - one of the best-known brands in Germany.<br />
OBI returned a positive result in the <strong>2009</strong> financial year.<br />
PLUS EASTERN EUROPE<br />
Food discount foreign subsidiaries in Austria, Romania and Bulgaria were amalgamated<br />
under the heading of Plus Eastern Europe GmbH. Each of these national<br />
companies is an independent unit with its own structures and operates on the<br />
market under the Plus brand or in Austria under Zielpunkt.<br />
The <strong>2009</strong> financial year of Zielpunkt in Austria was characterized by a reduction<br />
of the branch network in addition to the economic crisis and the accompanying<br />
extremely aggressive price competition. Zielpunkt discontinued or shut down<br />
42 branches in total, not only on account of the withdrawal from Salzburg and<br />
Carinthia. As a discount supermarket, Zielpunkt is positioned between discount<br />
and full range supplier and offers therefore a comprehensive selection of branded<br />
goods as well as own brands. There is also an emphasis on an increased offer of<br />
regional products which enjoy high popularity in Austria. On a like-for-like basis<br />
sales slipped by 3.5 percent. The company ended the past financial year with a<br />
negative result and will remain dependent on its parent company for financial<br />
support.<br />
Plus business operations in Romania were consistently developed. In the financial<br />
year <strong>2009</strong>, Plus defended its market leadership and its 96 branches generated<br />
sales amounting to 348 million euro, representing an increase of 2.8 percent on<br />
a like-for-like-basis.<br />
Country Gross sales Branches Employees<br />
in million € (Actual figures on the<br />
qualifying date)<br />
Financial short financial Actual Δ in % to Actual Δ in % to<br />
year <strong>2009</strong> year 2008* total previous year total previous year<br />
Austria 597.2 440.7 319 -11.6 2.986 -11.3<br />
Romania 348.3 227.2 96 35.2 2.146 18.2<br />
Bulgaria 8.7 0.0 20 n/a 888 n/a<br />
Total 954.2 667.9 435 0.7 6.020 15.0<br />
* SFY 2008 = short financial year 2008 (May 01, 2008 – December 31, 2008)
The product range and marketing activities have been adapted to the changing<br />
situation and purchase behavior. Also in <strong>2009</strong> the focus was on expansion. On<br />
the qualifying date the number of branches rose from 71 to 96 in comparison to<br />
the previous year’s balance sheet closing date. Plus Romania posted a negative<br />
result for the financial year <strong>2009</strong>.<br />
Plus Bulgaria was established in 2006. After a lead time of approx. three years the<br />
first branch was opened in Pernik in September <strong>2009</strong>, followed by 19 additional<br />
Plus markets by the end of the financial year. Plus is the market leader in Bulgaria.<br />
In view of the start-up phase, Plus Bulgaria posted a negative result.<br />
As expected, the <strong>annual</strong> financial result of Plus Eastern Europe GmbH is negative<br />
overall.<br />
TREI REAL ESTATE GMBH<br />
TREI Real Estate GmbH amalgamates the former Plus properties in Poland, Portugal,<br />
the Czech Republic, Hungary, Romania, Bulgaria and Austria. TREI is tasked<br />
with administering and letting these retail properties, developing and constructing<br />
new sites and actively managing the existing real estate portfolio. In financial<br />
year <strong>2009</strong> the emphasis was on completing the properties already in the planning<br />
or construction stage as well as supporting the expansion of the Plus Eastern Europe<br />
operating companies in Romania and Bulgaria.<br />
After its founding in 2008, the company expanded its real estate portfolio and<br />
developed its structures in financial year <strong>2009</strong>. As of December 31, <strong>2009</strong> the<br />
TREI portfolio comprised a total of 522 properties and 441 – predominantly longterm<br />
– leases. The tenants are primarily the purchasers of the former Plus foreign<br />
subsidiaries in Poland, Portugal, the Czech Republic and Hungary.<br />
In Austria, Romania and Bulgaria, the properties are, in of principle, leased internally.<br />
By the balance sheet closing date the company generated sales of 73.7 million<br />
euro and employed a staff of 59 across Europe, whereby it failed to match<br />
the expectations.<br />
With the exception of the Czech Republic, leases denominated in euro have been<br />
agreed with all of the principal tenants. As a matter of principle the properties are<br />
financed in the same currency in which the leases are denominated, so as to exclude<br />
exchange rate and liquidity risks. The financial results are positive despite the significant<br />
impact on the result through currency conversion on account of the valued<br />
liabilities in euro in foreign currency countries as of the balance sheet closing date.<br />
TENGELMANN ENERGIE<br />
The business activities of Tengelmann Energie GmbH (TEG) include supplying<br />
Group member companies as well as external clients with electricity and gas. In<br />
addition TEG is also engaged in the brokerage business and provides energy management<br />
services (purchasing, invoice verification, etc.) and technical project development<br />
and consulting in return for appropriate fees.<br />
In <strong>2009</strong>, the energy market was dominated by falling energy demand in the<br />
domestic and international market in the course of the economic crises, which<br />
CONSOLIDATED ANNUAL REPORT | 37
38 | CONSOLIDATED ANNUAL REPORT<br />
resulted in significantly lower energy costs. However, competitive price elements<br />
that cannot be influenced, such as EEC contributions and network user fees<br />
showed contrary trends.<br />
TEG’s financial year <strong>2009</strong> was notable for high continuity in supplying existing<br />
customers as well as for successful acquisition of two major customers in the commercial<br />
energy and electricity segment. The brokerage business continued to fall.<br />
The internal main focus was on reviewing business processes, developing innovative<br />
projects and implementing the organizational changes as a result thereof.<br />
For the first time, TEG used the opportunity to be actively involved in pilot projects<br />
for several customers as measuring operator.<br />
This service will be expanded further. For the further development of commercial<br />
energy contracting, a comprehensive project has been set up in order to optimize<br />
process and contractual structures of the product. TEG generated sales – below<br />
the expectations – amounting to 210.2 million euro with 99 employees, representing<br />
an increase of 12.6 percent over the year before. The rise in customer<br />
energy demand was essentially the result of expansion, extended store opening<br />
hours as well as enlarged interiors.<br />
TEG achieved a positive result in the <strong>2009</strong> financial year.<br />
The GrünHausEnergie GmbH which was launched in January <strong>2009</strong> as a 51 percent<br />
subsidiary, which has been distributed via Kaiser’s Tengelmann, failed to<br />
meet the marketing expectations for the eco-friendly electricity product intended<br />
for private households. This was compensated by increased sales in the commercial<br />
enterprise segment.<br />
3 INVESTMENTS<br />
THE GREAT ATLANTIC AND PACIFIC TEA COMPANY, INC.<br />
The Great Atlantic and Pacific Tea Company, Inc. (A & P) operates 433 branches<br />
in the Northeast of the United States including “Price Impact” (Pathmark), “Discount”<br />
(Food Basics), “Gourmet” (Food Emporium) and “Fresh” (A & P, Waldbaum’s<br />
and Superfresh). In its traditional territories of New York and New Jersey,<br />
the company is the undisputed market leader. The financial year of A & P, which<br />
was integrated into the consolidated financial statements of the past financial<br />
year, comprised the period from March 1, 2008 to February 28, <strong>2009</strong>. During<br />
this financial year A & P generated sales amounting to USD 9.5 billion representing<br />
a relative improvement in sales of 48.7 percent. Improvement in sales is<br />
primarily the result of the acquisition of Pathmark in the past financial year. In the<br />
<strong>annual</strong> financial statement as of February, <strong>2009</strong> a net loss for the year amounting<br />
to USD 143.3 million was <strong>report</strong>ed.<br />
In <strong>2009</strong>, the USA suffered from the worst recession in more than 30 years. Due<br />
to lack of social security systems like in Germany, increasing unemployment figures<br />
have a direct impact on purchase power as well as on the sales development<br />
of retail enterprises like A & P. The year <strong>2009</strong> proved to be a difficult one for the<br />
company. While the first half of the financial year was relatively stable, the decline<br />
in sales accelerated in the period following. In addition, food prices slipped
y approx. 3 percent due to a simultaneous decline in demand and overproduction.<br />
As a result of these impacts, a decline in sales of 7.4 percent has been<br />
recorded for the past financial year ending on February 27, 2010. The resulting<br />
net loss for the year amounts to USD 857.4 million, whereas USD 458.0 million<br />
resulted from depreciation of goodwill and brand rights.<br />
The Tengelmann Group also remains the largest individual shareholder in A & P,<br />
holding a stake of 41.2 percent (closing date February 28, <strong>2009</strong>).To safeguard the<br />
financing situation of A & P, the shareholders of the Tengelmann Warenhandelsgesellschaft<br />
KG decided on July 14, <strong>2009</strong> to support the company with further<br />
equity capital. As part of a non-public subscription the shareholders therefore<br />
purchased 60,000 preferred shares with a nominal value amounting to USD<br />
1,000/share. After subscription the purchased shares were contributed to the<br />
Tengelmann Warenhandelsgesellschaft KG.<br />
TEDI GMBH & CO. KG<br />
The 1-euro discounter TEDi operates 946 branches throughout Germany and<br />
employs 6,384 staff. The company has followed up its success as a market leader<br />
among the 1-euro discounters in the past financial year and generated net<br />
profits amounting to 239.9 million euro in the financial year 2008/2008 (May<br />
2008 – April <strong>2009</strong>). Already five years after the founding of the company, TEDi<br />
recorded profit. TEDi will in future continue its intensive expansion policy.<br />
Further focus will be on improving the product range, introducing a quality assurance<br />
system, optimizing the branch network and target-oriented marketing.<br />
The Tengelmann Group has a 30 percent stake in TEDi.<br />
NETTO MARKEN-DISCOUNT AG & CO. KG<br />
Since the integration of Plus activities into Netto Marken-Discount AG & Co. KG,<br />
the Tengelmann Group holds a 15 percent share in Netto’s assets and voting<br />
rights, as well as a 20 percent profit share entitlement. The company now operates<br />
throughout Germany and generated with approx. 4,000 branches overall<br />
sales amounting to approx. 10 billion euro and ranks with over 60,000 employees<br />
among the leaders in the German food discounting segment. In the past financial<br />
year the focus was on integration of Plus branches and the associated<br />
changeover to the Netto marketing concept. In the past financial year the <strong>annual</strong><br />
net profit of Netto Marken-Discount AG & Co. KG recorded a sharp rise. Growth<br />
in sales and increase in earnings of note are expected in future.<br />
CONSOLIDATED ANNUAL REPORT | 39
40 | CONSOLIDATED ANNUAL REPORT<br />
4 NET ASSETS AND FINANCIAL POSITION<br />
The consolidated balance sheet total in financial year <strong>2009</strong> declined by 174.0<br />
million euro in comparison with the year before and stands at 4,880.7 million<br />
euro. The changes in individual balance sheet items were as follows:<br />
Assets in million € Liabilities in million €<br />
Fixed assets +670.0 Equity capital -32.8<br />
Inventories +10.0 Tied shareholder<br />
Liquid funds +356.9 accounts 0<br />
Receivables and<br />
other assets -1,210.1 Financial liabilities -108.7<br />
Deferred taxes -2.5 Trade receivables +84.2<br />
Other equity<br />
Other assets +1.7 and liabilities -116.7<br />
Total -174.0 Total -174.0<br />
The equity ratio within the Group was increased by 0.5 percent compared with<br />
the year before to stand at 32.5 percent. The Group's capital resources are composed<br />
of equity capital and tied shareholder accounts.<br />
Total investments in tangible assets in financial year <strong>2009</strong> amounted to 248 million<br />
euro, and therefore clearly exceeded overall depreciation which totaled<br />
136 million euro. Taking into account the changes in the consolidated group and<br />
currency impacts, tangible assets rose by a total of 66 million euro.<br />
In the financial year <strong>2009</strong>, investments totaling 651 million euro were made in financial<br />
assets. The investments primarily concern participating interest in Netto<br />
Marken-Discount AG & Co. KG. Moreover, A & P purchased preferred shares<br />
(convertibles) which were invested in the e-commerce business.<br />
The substantial decline in other assets resulted primarily from the compensation<br />
of receivables in line with the deconsolidation that took place at the end of the<br />
short financial year 2008.<br />
Financial liabilities were reduced by a total of 109 million euro in the <strong>2009</strong> financial<br />
year, while liquidity rose by 357 million euro.<br />
5 EARNINGS SITUATION<br />
Group sales in the financial year <strong>2009</strong> declined from 1,626 million euro to<br />
8,088 million euro in comparison to the short financial year 2008 (eight months).<br />
The decline in sales is mainly attributable to the disposal of the Plus markets in<br />
Germany on December 31, 2008. Moreover, the currency development had a<br />
negative impact.
6 RISK MANAGEMENT AND BUSINESS RISKS<br />
RISK MANAGEMENT<br />
Germany's Corporate Control and Transparency Act (KonTraG) calls for a monitoring<br />
system that allows risks which might endanger the continued existence of<br />
a company to be identified at an early stage. Even though this legislation imposes<br />
no direct obligation on the Tengelmann Group, risk management systems have<br />
for a long time been integral to our management information systems.<br />
Responsibilities at divisional level are structured along functional lines. Branch operations<br />
are controlled by responsible regional managers and well-trained branch<br />
managers. While at head offices, all specialist departments – coordinated by the<br />
Finance/Controlling department – actively exercise their responsibility to identify<br />
risks. All branches and service departments are integrated into a strategy, planning<br />
and budgetary process, which includes an evaluation of the market and the<br />
competitive environment, the preparation of action plans and quantitative planning<br />
to account for all significant economic factors. The process is renewed for<br />
each financial year. In addition, at overall company level a rolling three-year<br />
medium-term projection is made on the basis of essential key data.<br />
The planning process similarly takes account of the factors that will impact on<br />
the net worth, financial and earnings position of Group companies. Deviations<br />
from the planned course are analyzed and the results forwarded to the relevant<br />
management committees in order to counter abortive developments and exploit<br />
opportunities. In advance of the strategy and planning processes, potential risks<br />
and opportunities are consistently analyzed, and if necessary, new alternative<br />
courses of action are developed.<br />
BUSINESS RISKS TYPICAL OF THIS SECTOR<br />
As retail businesses, all Tengelmann Group member companies share a general<br />
exposure to the business risks typical of this sector. These include the following<br />
risks:<br />
a) General development in sales and purchase prices in the various markets<br />
b) Risks arising from unforeseeable food product quality problems, product<br />
liability risks and public discussions arising therefrom.<br />
c) Generally fiercer competition in retail with view to increase market share.<br />
d) Changes in purchase pattern and developing trends. This hazard is countered<br />
by a quality management system that is primarily geared towards adapting<br />
sales concepts and product ranges at an early stage to meet demand and<br />
match competitive developments. A strict quality alignment including high<br />
quality of traded goods is viewed as a strategic response. The increasing<br />
market power of individual competitors is countered by future-oriented positioning<br />
and additional measures such as, for example, restructuring measures<br />
or entering into joint purchasing deals.<br />
CONSOLIDATED ANNUAL REPORT | 41
42 | CONSOLIDATED ANNUAL REPORT<br />
These risks have been assessed on the basis of their potential economic impact<br />
and incorporated in planning documentation. Even as strategies are being developed,<br />
the risks posed by competition are analyzed and entrepreneurial steps taken<br />
to counteract these. The strategies pursued by all divisions are regularly reviewed<br />
in order to ensure that they match up to the ever-changing variables of the marketplace<br />
and the competitive climate, and to adapt them wherever necessary.<br />
ECONOMIC GLOBAL SITUATION AND OTHER INDIVIDUAL RISKS<br />
A series of additional risks have also been considered and evaluated in the course<br />
of planning: For example, the risks arising from unforeseeable increases in standard<br />
wage levels, from the development of the market in general and from a<br />
decline in disposable income.<br />
The following individual risks in particular are evident for the years ahead:<br />
A) RISKS ARISING FROM THE GLOBAL ECONOMIC CRISIS<br />
In the course of the year <strong>2009</strong>, the hardest financial and economic crisis for the<br />
past 30 years increasingly spilled over into the real economy. The USA and Eastern<br />
European countries were particularly hit. The duration and intensity of the<br />
impact of the financial crisis are difficult to estimate. However, it must be anticipated<br />
that there will be no significant recovery of the global economy in 2010 to<br />
pre-crisis level. It is currently anticipated that gross domestic product in 2010 will<br />
increase by 1.2 percent (ifW). It is to be expected that the individual divisions of<br />
the Tengelmann Group will be affected to varying degrees.<br />
Customers‘ reticence to spend is likely to have a negative impact on food-based<br />
supermarkets. This risk is countered by stronger profiling of supermarkets as quality<br />
and freshness supermarkets and more intelligent pricing methodologies. The<br />
economic crisis presents a major challenge for the DIY stores sector, especially in<br />
Eastern Europe. In order to achieve their growth targets, the DIY stores operators<br />
must continue to expand, particularly in Eastern Europe where the markets are<br />
less developed and the pent-up demand among the population to modernize<br />
and improve their houses and apartments is still correspondingly high. Moreover,<br />
conservative assumptions were used for <strong>2009</strong> and 2010 planning whereby expenses<br />
have been adjusted as investments accordingly.<br />
B) RISKS ARISING FROM FOREIGN CURRENCY TRANSACTIONS<br />
Business operations are exposed to the usual market risks associated with interest<br />
and currency rate uncertainties. Especially in the international purchase segment<br />
of the central and national companies currency risks arise. Moreover, risks<br />
in interest change from foreign financing contracts can result therefrom. Forward<br />
exchange transactions are entered into to the necessary extent in order to hedge<br />
against the currency risks associated with the importation of goods. Furthermore,<br />
currency risks are accommodated by way of consistent currency controlling. In the<br />
case of TREI, in coordination with the appropriate specialist departments at Group<br />
headquarters suitable instruments such as interest rate swaps are used to hedge<br />
against the interest rate risks associated with the financing of real estate properties<br />
in foreign countries. Additionally, foreign leases are tied to the euro as far as<br />
possible and financing of real estate properties in foreign countries is generally in<br />
compliance with the currency agreed in the term of leases.
C) RISKS ARISING FROM THE PROPERTY LETTING ACTIVITIES OF TREI IN<br />
EASTERN EUROPE<br />
Virtually all of TREI’s properties are let on long-term leases to purchasers of the<br />
former Plus operating companies. In view of the slanted tenant structure, the individual<br />
national business units are to a large extent dependent on the creditworthiness<br />
of their respective principal tenants. In particular in the event of<br />
devaluation of foreign currency, tenants are economically burdened by contracts<br />
concluded in euro. As far as possible all available financial data and information<br />
with regard to the companies concerned will be regularly pursued in order to<br />
identify risks at an early stage. The aim is to successively reduce this dependency<br />
through planned project development and active management of the existing<br />
portfolio.<br />
D) RISKS ARISING FROM EXPANSION<br />
A certain risk potential arises from expansion by our divisions in Eastern Europe.<br />
In particular in countries outside of the European Union, this involvement is subject<br />
to increased hazards resulting from political instability, organized crime and<br />
corruption and lack of legal security. Moreover, government action might lead to<br />
expropriation or the withdrawal of business permits.<br />
With the entry into new countries and the associated set-up of national companies,<br />
the regular location analysis will be expanded by detailed inspection and<br />
evaluation of the individual country risks, the macroeconomic overall development<br />
as well as the political environment of the country. Additionally a continuous<br />
review of the country analysis results during the start-up phase in a new<br />
country is implemented on a regular basis.<br />
E) RISKS ARISING FORM DISCONTINUATION OF COMMERCIAL ENERGY<br />
CONTRACTING<br />
The aim of the German Federal Ministry of Finance is to amend the provisions of<br />
the Energy and Electricity Act for producing companies as tax losses amounting<br />
to approx. 500 million euro per annum result from the availment of the energy<br />
and electricity tax advantage for the so-called commercial energy contracting.<br />
Currently there is a draft bill according to which all commercial energy contracts<br />
with users outside the producing sector will lose their energy and electricity tax<br />
advantage privileges. This will incur higher cost for consumers and for TEG a reduction<br />
in added value. For this reason, the TEG is intensively working at association<br />
and ministerial levels with the goal that the draft bill will be modified in the<br />
interest of the company.<br />
F) RISKS ARISING FROM HIGHLY SENSITIVE IT PROCESSES<br />
All of the important processes within our enterprise are IT-supported. Information<br />
technology constitutes a significant and highly sensitive factor in safeguarding<br />
corporate activities. The existing emergency plans are regularly reviewed and possible<br />
scenarios developed in order to increase security standards. The computer<br />
centers operated by the Tengelmann Group are accordingly prepared for potential<br />
loss or damage. Emergency computer centers are available to guard against<br />
risks arising from possible catastrophes such as earthquakes.<br />
CONSOLIDATED ANNUAL REPORT | 43
44 | CONSOLIDATED ANNUAL REPORT<br />
G) RISKS ARISING FROM AN IMPENDING MINIMUM WAGE IN THE RETAIL<br />
SECTOR<br />
Currently the necessity of a minimum wage is being discussed on a cross-sectoral<br />
basis. German retailers are also under pressure in this respect, however, strictly refuse<br />
to accept legal regulations. The Tengelmann Group is actively involved in the defi -<br />
nition of the minimum wage as part of the “Innovative wage policy” project. In view<br />
of the accompanying talks with Verdi a minimum wage agreement is expected to be<br />
concluded by 2011 at the latest. The amount of such minimum wage and the corre<br />
sponding economic impacts are currently a matter of speculation. However, these<br />
factors will be significant and would affect KiK and Kaiser’s Tengelmann in particular.<br />
The Tengelmann Group has over a comprehensive crisis management system, especially<br />
in view of a possible (influenza) pandemic. The existing early warning<br />
and emergency plans are regularly tested. In addition, there is also an emergency<br />
control center and service point with which all branches and logistics locations are<br />
integrated in order to promptly avert potential loss or damage.<br />
7 OUTLOOK AND OPPORTUNITIES<br />
Given the financial and economic crisis and the forecasts for 2010, it is to be expected<br />
that there will be no significant recovery of the global economy in 2010<br />
to pre-crisis level. It is currently anticipated that gross domestic product in 2010<br />
will increase by 1.2 percent (ifW). Since this may not necessarily lead to increased<br />
consumption in the retail sector, a difficult year for retailers must be anticipated<br />
analog to <strong>2009</strong>.<br />
The Company Management also expects positive results in the next two years.<br />
OBI and KiK will continue their expansion. In general, a stable sales development<br />
is forecast. The aim is to achieve positive impacts on earnings through the new<br />
strategic e-commerce business.<br />
KAISER’S TENGELMANN<br />
With the resolution of the extraordinary shareholders’ meeting on November 5,<br />
<strong>2009</strong>, Kaiser’s Tengelmann AG changed its legal form early in January 2010 pursuant<br />
to the stipulations set out in the Transformation of Company Act and trades<br />
as Kaiser’s Tengelmann GmbH since registration in the Commercial Register on<br />
January 4, 2010. In April 2010, Kaiser’s Tengelmann moved its headquarters from<br />
Viersen to the premises of the German parent company in Mülheim an der Ruhr.<br />
Significant saving are associated with this. Moreover, the aim is to realize the considerable<br />
synergies between the Group and Kaiser’s Tengelmann.<br />
In view of the continuing financial and economic crisis and the hesitant forecasts<br />
for 2010, it must be anticipated that there will be no significant recovery of the<br />
economic situation in 2010. In food retailing, the trend towards entry-level priced<br />
goods will also remain in the supermarket and hypermarket segment. Opportunities<br />
therefore still remain for a quality supermarket to stand out from the crowd<br />
and win customers over to its concept. Moreover, the retail expects impact from<br />
the so-called “homing trend” – the relocation of social life to the home – that<br />
could lead, according to GfK, to overall higher customer loyalty in the premium<br />
segment in addition to the discounters.
However, it will be difficult for a small supplier like Kaiser’s Tengelmann to maintain<br />
a successful market position in comparison to competitors. All efforts are<br />
required to compete against the large discounters – predominantly Edeka and<br />
Rewe who are also intensively battling for market shares.<br />
In addition to the value for money and entry-level price brands, in 2010 the company<br />
intends accordingly to highlight the features that distinguish it from the discounters,<br />
such as quality, freshness, choice and variety, service-orientation/staff,<br />
premium merchandise, organic and regional products. Here, Kaiser’s Tengelmann<br />
enjoys a good position with its Birkenhof concept also vis-à-vis system competitors.<br />
These options yield positive and partially new approaches for Kaiser’s<br />
Tengelmann as well as further positive impacts resulting from the numerous store<br />
conversions and the successful “Black, Red, Gold” branch concept.<br />
In order to prepare Kaiser’s Tengelmann for the future far-reaching and comprehensive<br />
changes have been initiated in the past financial year that will be continued<br />
and concluded in 2010. In this context, the focus remains on the decision<br />
made in March 2010, to shed the loss-making branches in the Rhine-Main-<br />
Necker region. In the meantime, antitrust approval for shedding of 85 branches<br />
to two competitors has been granted. Shedding of the Rhine-Main-Necker<br />
branches enables Kaiser’s Tengelmann to focus all efforts on the remaining sales<br />
regions Berlin, Munich/Upper Bavaria and North Rhine, where Kaiser’s Tengelmann<br />
has a strong market position.<br />
The restructuring measures implemented in the past financial year are aimed at<br />
stabilizing earnings in the medium term. A loss is anticipated for the financial year<br />
2010 due to continuing restructuring measures, but we expect to be back in profit<br />
by 2013.<br />
KIK<br />
KiK continues to have a sound capital base that will facilitate both its existence<br />
independent of banking support as well as further expansion. KiK also anticipates<br />
that as a result of the crisis-related market exit of competitors, the rental terms<br />
for new branches will improve in its favor in the coming years. With a substantially<br />
increased selection of aggressively priced goods and greater expenditure on<br />
advertising, KiK hopes in the present time of crisis to boost both customer numbers<br />
and the volume and value of sales through existing stores. The company<br />
may then emerge from the crisis as a winner and establish itself once and for all<br />
as a fixture in the marketplace. With purchasing power in Germany continuing to<br />
decline, the trend towards discounting is likely to continue, in which case KiK as<br />
a textile discounter should profit accordingly.<br />
The estimated potential for at least 3,000 branches in Germany is expected to be<br />
realized by the company’s own efforts in the next five years. In addition to expansion<br />
per se, KiK sees further potential to increase earnings by reassessing its<br />
existing branch portfolio. The intention is each year to replace around 50 smaller<br />
branches with larger floor-area concepts. In order to concentrate initially on<br />
optimizing the portfolio economically as well as organizationally, a decision on<br />
whether to enter into the markets in additional countries will not be taken until<br />
end of 2010.<br />
CONSOLIDATED ANNUAL REPORT | 45
46 | CONSOLIDATED ANNUAL REPORT<br />
KiK intends to develop and position itself as a brand. As part of the process,<br />
branded goods are to be incorporated into the product range and the company’s<br />
own-label brands developed to enhance their image In March <strong>2009</strong>, KiK acquired<br />
the hosiery brand “Ergee“, which is currently being consistently further expanded.<br />
In May <strong>2009</strong> Verona Pooth was contracted for PR/advertising purposes.<br />
Her own collection launched in March 2010 rounds off Verona Pooth’s commitment.<br />
Initial customer responses indicate that the cooperation is already successful<br />
and that KiK in Germany and Austria are benefiting from the strong increase<br />
in media presence and attention.<br />
As a result of continued expansion, it is anticipated that the next two years will<br />
record an increase in sales revenues and a positive result.<br />
OBI<br />
Following the financial crisis in <strong>2009</strong>, which OBI outstandingly overcame through<br />
a full range of measures, OBI can look to the future with confidence. Assuming<br />
that its net assets, financial position and earnings situation remain stable, OBI is<br />
to continue to grow in future at a moderate pace and thus set the standard of<br />
competition both nationally and internationally.<br />
Through strong customer focus, excellent service quality and product variety that<br />
optimally meets customer requirements, OBI will continue to significantly stand<br />
out from the competition in future, and will continue to secure and further expand<br />
its market leadership in Germany and abroad. Moreover, OBI will also maintain<br />
its presence and continue its expansion in Eastern Europe. OBI will also<br />
continue to focus strongly on its German home market with the aim of expanding<br />
its market leadership still further.<br />
Although it must be anticipated that private households will be postponing major<br />
refurbishing and modernization projects owing to the economic crisis, this could<br />
have a positive effect on the DIY sector as a large number of consumers are likely<br />
to forego commissioning costly technical crews. Instead, the necessary works will<br />
be carried out independently and the required materials purchased at DIY markets.<br />
A further increase could result from investments in housing energy efficiency. Incentives<br />
for such energy saving projects currently include public funding measures,<br />
as well as the prospect of a long-term reduction of ancillary living costs.<br />
Optimistic experts see a trend towards so-called “cocooning” in times of crises.<br />
It is anticipated that in economically difficult times consumers spend more time<br />
within their own four walls and forego expenditures in the areas of gastronomy<br />
and travel in favor of home improvement. This could also enhance DIY sales.<br />
Moreover, a further opportunity has been recognized in the use of Internet retailing<br />
as a sales channel. In stationary trading, OBI is also planning to open new<br />
markets in 2010. Besides the removal of old markets, which will be closed, the<br />
new openings represent the expansion of the existing branch network. Therefore,<br />
the presence of OBI markets will continue to increase for customers in 2010.<br />
In addition to Germany, the focus is on opening new stores in Italy and Poland.
Due to continued expansion, sales revenue increases and a positive result can be<br />
anticipated for the next two years.<br />
PLUS EASTERN EUROPE<br />
The Plus subsidiaries in Romania and Bulgaria were sold to the international corporation<br />
Lidl in February 2010. All employees were taken over by the purchaser.<br />
However, this transaction is still subject to antitrust approval in both countries, but<br />
approval is expected by mid-year.<br />
In Austria, the last remaining discount subsidiary - Zielpunkt GmbH & Co. KG –<br />
was sold to bluO investment fund in Luxembourg. The transfer is still subject to<br />
antitrust approval.<br />
TREI REAL ESTATE GMBH<br />
In the financial year 2010, TREI will complete the remaining properties from the<br />
purchase contracts of Plus foreign subsidiaries and turn them over to the tenants<br />
for use. At the same time, TREI, as an expert in retail properties, is tasked with<br />
planning, developing and letting specialist stores in Eastern Europe.<br />
The TREI subsidiaries in Romania and Bulgaria were sold to the purchaser of the<br />
Plus subsidiaries as part of a share-purchase agreement.<br />
The expected increase in density of retail networks in Central and Eastern Europe<br />
offer considerable development potential for TREI in the medium term. In<br />
addition to food retailing, this is also extended to the drugstore, textile and<br />
shoe segments. Against the backdrop of the current economic situation, it is<br />
anticipated that expansion activities of potential tenants will gradually increase<br />
in 2010.<br />
Given the number of long-term leases, a stable development in sales and a positive<br />
result is also to be expected in the coming two years.<br />
TENGELMANN ENERGIE<br />
For TEG, the objective will remain to recognize changes in energy-economic conditions<br />
at an early stage and to change the service and product offer in good time<br />
in order to be able to continue offering their customers future-oriented services.<br />
In 2010, the marketing activities must primarily focus on the implementation of<br />
a new contract structure in the area of commercial energy for existing customers.<br />
The energy supply to Netto (former Plus) ends on December 31, 2010. This will<br />
result in a loss of delivered electricity for TEG amounting to approx. 500 GWh/a.<br />
By early 2010, around 25 percent of this loss was cancelled out by new customer<br />
acquisition. Increased marketing aims to cancel out other losses. The initiated<br />
changes in the procurement structure will continue to be consistently pursued. At<br />
the start of the financial year, 2,600 locations with approx. 660 GWh/a were already<br />
integrated into the new procurement structure. The introduced software<br />
will be further developed to meet the requirements of TEG.<br />
In order to consistently exploit the development potentials of TEG in IT efficiency<br />
and processes, the “IT and process” division, established in <strong>2009</strong>, will continue<br />
to optimize the organizational and process structure.<br />
CONSOLIDATED ANNUAL REPORT | 47
48 | CONSOLIDATED ANNUAL REPORT<br />
Possible legal changes regarding energy tax may result in significant changes for<br />
TEG and the entire enterprise. When preparing this <strong>annual</strong> <strong>report</strong> the present<br />
draft would result in the current commercial energy contracting of TEG not being<br />
continued in the current orientation. Due to this, comprehensive restructuring<br />
measures and personnel adaptations are imperative and significant negative impacts<br />
on the coming result are inevitable. The future business principles of the<br />
TEG would require re-definition and re-structuring. The risks of possible subsequent<br />
tax claims for the financial years 2055 and 2006 have been accommodated<br />
for the past financial year. The corporation expects that the course of<br />
business will stabilize due to the demand of products and services in the energy<br />
segment. For 2010 and 2011 an increase in sales and a positive result is anticipated.<br />
TENGELMANN CLIMATE INITIATIVE<br />
For more than 40 years the Tengelmann Group has been a pioneer in environmental<br />
protection and nature conservation, a field that has acquired new relevance<br />
with the debate surrounding climate protection. The strength of the<br />
Tengelmann Group’s commitment to the environment was clearly evident last<br />
year in the wide variety of climate protection projects supported by the Group.<br />
As part of the Tengelmann Climate Initiative, the company has set itself the goal<br />
of saving 20 percent of CO 2 by the year 2020. To confirm that it is on course to<br />
meet the target, in October 2007 Tengelmann became the first German retailer<br />
to produce an <strong>annual</strong> emissions balance sheet that monitors CO 2 emissions.<br />
The first Tengelmann climate-friendly store that opened in December 2008 has<br />
become a beacon project for climate protection in the retail sector. The store in<br />
Mülheim an der Ruhr is also officially certified as a model project for the sector<br />
as a whole. In the meantime it has received many awards (e.g. GreenBuilding-<br />
Zertifikat [EC certificate], RWE Energie-Effizienz-Preis <strong>2009</strong> [RWE energy efficiency<br />
prize <strong>2009</strong>], Plakette des Deutschen Solarpreises [German Solar Prize<br />
Plaque], Cooling Industry Award <strong>2009</strong>. After a year in operation, results reveal<br />
that the market has reached its set energy saving objectives, i.e. the market<br />
requires approx. 48 percent less energy than comparable branches and is CO 2<br />
neutral as a result of its innovative technical equipment. The findings on the<br />
particularly energy-saving components are included in the specification for new<br />
construction and conversion of branches and thus can be multiplied. Over 100<br />
markets already feature enclosed freezers and chill cabinets.<br />
The Tengelmann Group continues to take in the Product Carbon Footprint (PCF)”<br />
pilot project in Germany. There are, meanwhile, further PCF initiatives, including<br />
several at the EU level, in which the Tengelmann Group is involved via TEG.
8 THANKS TO STAFF AND CUSTOMERS<br />
We would like to thank our members of staff who in the past financial year have<br />
once again displayed an exceptional commitment to our Group. It was only with<br />
their support that we have been able to guide our enterprise successfully through<br />
the most difficult year since World War II. Our thanks are due also to the works<br />
council members who have lent constructive support during difficult decisions relating<br />
to Kaiser’s Tengelmann. In addition, we would also like to thank our customers<br />
who in the course of this year have continued to place their confidence<br />
in our stores as well as to all partners for their excellent and trustful cooperation.<br />
Mülheim an der Ruhr, June 2, 2010<br />
Tengelmann Verwaltungs- und Beteiligungs GmbH<br />
Karl-Erivan W. Haub Christian W. E. Haub<br />
CEO CEO<br />
CONSOLIDATED ANNUAL REPORT | 49
50 | CONSOLIDATED BALANCE SHEET<br />
Consolidated financial statements to December 31, <strong>2009</strong><br />
ASSETS December 31, December 31,<br />
<strong>2009</strong> 2008<br />
T€ T€<br />
A. Fixed assets<br />
I. Intangible assets 265,811 283,763<br />
II. Tangible assets 1,200,427 1,134,056<br />
III. Financial assets 757,973 136,361<br />
2,224,211 1,554,180<br />
B. Current assets<br />
I. Inventories<br />
Raw materials and supplies 7,347 7,909<br />
Goods and accomplishments in process 1,033 865<br />
Finished products and goods 1,054,173 1,042,936<br />
Payments on account 48 862<br />
1,062,601 1,052,572<br />
II. Receivables and other assets<br />
Trade receivables 59,076 64,634<br />
Receivable from affiliated enterprises 1,490 1,292<br />
Liabilities vis-à-vis companies which are linked<br />
by virtue of participating interests 64,217 47,623<br />
Other assets 375,314 1,596,671<br />
of which residual term up to one year (36,450) (3,265)<br />
of which from shareholders (73,458) (45,032)<br />
500,097 1,710,220<br />
III. Shares<br />
Shares in affiliated enterprises 2,395 2,395<br />
IV. Cheques, cash assets, bank balances 922,162 565,290<br />
2,487,255 3,330,477<br />
C. Accruals and deferrals 26,180 24,487<br />
of which disagio (815) (1,261)<br />
D. Deferred tax assets 143,034 145,531<br />
Balance sheet total 4,880,680 5,054,675
CONSOLIDATED BALANCE SHEET | 51<br />
EQUITY AND LIABILITIES December 31, December 31,<br />
<strong>2009</strong> 2008<br />
T€ T€<br />
A. Equity<br />
Capital contributions 45,000 45,000<br />
Revenue reserves 912,730 958,907<br />
Shares of other shareholders 183,283 169,969<br />
1,141,013 1,173,876<br />
B. Tied shareholder accounts 445,690 445,690<br />
1,586,703 1,619,566<br />
C. Accruals<br />
Accruals for pensions and similar commitments 171,992 170,409<br />
Tax accruals 210,913 201,330<br />
Other accruals 851,805 857,688<br />
1,234,710 1,229,427<br />
D. Liabilities<br />
Liabilities vis-à-vis banks 212,564 321,222<br />
of which residual term up to one year (23,578) (173,702)<br />
Payments on account for orders 2,909 2,808<br />
of which residual term up to one year<br />
Trade receivables 909,298 825,150<br />
of which residual term up to one year (908,476) (824,531)<br />
Liabilities vis-à-vis affiliated enterprises 15,785 16,114<br />
of which residual term up to one year (15,785) (5,804)<br />
Liabilities vis-à-vis companies which are linked<br />
by virtue of participating interests 524,843 3,699<br />
of which residual term up to one year (39,443) (3,699)<br />
Other liabilities 364,933 1,006,750<br />
of which residual term up to one year (237,974) (465,857)<br />
of which taxes (60,742) (51,519)<br />
of which relating to social security (13,836) (12,113)<br />
of which vis-à-vis general partners (41,083) (7,996)<br />
2,030,332 2,175,743<br />
E. Accruals and deferrals 27,065 29,117<br />
F. Deferred tax liabilities 1,870 822<br />
Balance sheet total 4,880,680 5,054,675
52 | CONSOLIDATED STATEMENT OF ASSETS<br />
Development of Group assets<br />
Cost of acquisition and<br />
Balance carried Changes Exchange rate Additions<br />
forward as of consolidated differences<br />
January 01/<strong>2009</strong> group<br />
T€ T€ T€ T€<br />
Fixed assets<br />
I. Intangible assets<br />
Concessions, industrial rights and<br />
similar rights and assets 168,662 -189 -43 9,686<br />
Goodwill 503,823 1,079 15 18,345<br />
Other intangible assets<br />
(including payments on account)<br />
8,424 0 -4 1,402<br />
680,909 890 -32 29,433<br />
II. Tangible assets<br />
Land, land rights and buildings including<br />
buildings on third-party land 963,800 0 -226 99,300<br />
Technical equipment and machines 32,428 0 -439 16,469<br />
Other equipment, furnitures and fixtures 1,134,750 -151 -1,207 108,270<br />
Payments on account and<br />
assets under construction 39,142 0 -373 23,713<br />
2,170,120 -151 -2,245 247,752<br />
III. Financial assets<br />
Shares in affiliated enterprises 4,736 -267 0 1,418<br />
Interests in associated companies 159,012 -461 -213 44,407<br />
Other participating interests 42 0 0 589,170<br />
Liabilities vis-à-vis companies which are linked<br />
by virtue of participating interests 5,061 0 0 0<br />
Security of assets 262 0 0 9,030<br />
Other loans 56,980 0 46 6,984<br />
226,093 -728 -167 651,009<br />
1) The depreciations in the financial year totaled T€ -654.<br />
2) The depreciations in the financial year totaled T€ 449.<br />
3,077,122 11 1) -2,444 2) 928,194
CONSOLIDATED STATEMENT OF ASSETS | 53<br />
manufacture Depreciation Cumulated Book value Book value<br />
in the depreciations on December on December<br />
Rebookings Disposals Status financial year 31, <strong>2009</strong> 31, 2008<br />
on December<br />
31, <strong>2009</strong><br />
T€ T€ T€ T€ T€ T€ T€<br />
8,073 2,186 184,003 14,276 142,050 41,953 41,859<br />
46 0 523,308 33,807 301,255 222,053 236,451<br />
-7,783 100 1,939 56 134 1,805 5,453<br />
336 2,286 709,250 48,139 443,439 265,811 283,763<br />
66,617 46,012 1,083,479 31,603 260,702 822,777 749,970<br />
-3,672 285 44,501 2,201 20,927 23,574 9,598<br />
-39,413 96,576 1,105,673 101,994 789,253 316,420 335,382<br />
-23,242 1,548 37,692 0 36 37,656 39,106<br />
290 144,421 2,271,345 135,798 1,070,918 1,200,427 1,134,056<br />
0 1,417 4,470 960 3,635 835 1,683<br />
0 8,129 194,616 113 81,335 113,281 77,473<br />
0 0 589,212 0 0 589,212 42<br />
0 0 5,061 0 5,061 0 0<br />
0 262 9,030 0 0 9,030 251<br />
0 17,582 46,428 805 813 45,615 56,912<br />
0 27,390 848,817 1,878 90,844 757,973 136,361<br />
626 174,097 3,829,412 185,815 1,605,201 2,224,211 1,554,180
54 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
Extract from the notes to the consolidated financial statements for the<br />
financial year <strong>2009</strong><br />
GENERAL PRINCIPLES<br />
As a commercial partnership, Tengelmann Warenhandelsgesellschaft KG of<br />
Mülheim an der Ruhr is required in accordance with the provisions of the German<br />
Disclosure Act [PublG] to prepare and publish consolidated financial statements<br />
and a consolidated management <strong>report</strong>.<br />
The consolidated financial statements of Tengelmann Warenhandelsgesellschaft<br />
KG are prepared in accordance with the applicable rules for corporations contained<br />
in the German Commercial Code [HGB]. The company waives the right to<br />
apply the simplified rules pursuant to Article 13, Para. 3, Sentences 1 and 2 of the<br />
Disclosure Act [PublG], with the result that consolidated statements have the effect<br />
of discharging the company’s responsibilities in accordance with Article 291<br />
of the Commercial Code [HGB]. The Group did not avail itself of the option to<br />
voluntarily apply the modified accounting and valuation rules provided for by<br />
German Commercial Code (HGB) as amended by the Accounting and Reporting<br />
Regulations Modernization Act (BilMoG) ahead of time.<br />
The balance sheet is fundamentally structured in accordance with Article 266,<br />
Para. 2 of the German Commercial Code (HGB). In structuring the income statement<br />
the cost categories-oriented format has been applied in accordance with<br />
Article 275, Para. 2 HGB.<br />
In the interests of greater clarity of presentation, in the consolidated balance sheet<br />
and consolidated income statement certain items have been amalgamated and<br />
are <strong>report</strong>ed separately in the notes pursuant to Article 265, Para. 7, No. 2 HGB.<br />
In contrast to the previous year, deferred tax assets and liabilities are are <strong>report</strong>ed<br />
separately. The figures <strong>report</strong>ed for the previous year have been adjusted accordingly.<br />
In 2008 the financial year of Tengelmann Warenhandelsgesellschaft KG and the<br />
Group was altered to the calendar year. The period from May 1 to December 2008<br />
was a short financial year and comparability with the preceding year is limited.<br />
The financial statements of integrated subsidiaries were prepared in accordance<br />
with the accounting and valuation methods specified by Tengelmann Warenhandelsgesellschaft<br />
KG. In the case of the majority of these companies, the financial<br />
year corresponds with the Group financial year. Insofar as the financial<br />
years of integrated companies end more than three months prior to the qualifying<br />
date of the consolidated financial statements, interim financial statements<br />
were prepared for the purpose of consolidation.<br />
CONSOLIDATED GROUP<br />
In addition to Tengelmann Warenhandelsgesellschaft KG, the consolidated financial<br />
statements include all significant subsidiaries in which Tengelmann Warenhandelsgesellschaft<br />
KG directly or indirectly holds a majority of shareholder voting<br />
rights.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 55<br />
The fully consolidated group comprises 107 (previous year 116) German and 76<br />
(previous year 76) foreign companies. In the period under review 3 (previous year<br />
14) subsidiaries were included in the consolidated financial statements for the<br />
first time; 12 (previous year 24) companies exited the consolidated group or were<br />
merged with or absorbed by other integrated companies.<br />
In comparison with the previous year, no significant changes have taken place in<br />
the consolidated group: The consolidated balance sheet likewise bears no limited<br />
comparison with the previous year.<br />
The consolidated income statement is limited in comparison with the previous<br />
year because of the Plus Warenhandelsgesellschaft mbH, Mülheim an der Ruhr,<br />
sold on December 31, 2008 and PLUS Élelmiszer Diszkont Kft., Budapest/Hungary<br />
sold in the short financial year 2008. For comparability purposes comparative<br />
figures for selected items have been ascertained.<br />
<strong>2009</strong> May 1 – December May 1 – December<br />
31, 2008 31, 2008 comparable<br />
T€ T€ T€<br />
Sales revenues 8,088,033 9,713,992 5,566,047<br />
Material expenses 5,090,582 6,722,863 3,525,526<br />
Personnel expenses 1,455,179 1,472,908 1,011,756<br />
Depreciations 187,975 152,581 124,473<br />
Other operating<br />
expenses 1,590,768 1,772,395 1,252,969<br />
Operating result 214,451 -103,041 -92,139<br />
Results from<br />
ordinary activities 203,090 -282,746 -292,064<br />
As a result of their subordinate overall significance for the net assets, financial<br />
position and earnings situation of the Group, in the case of seven (previous year<br />
ten) German and nine (previous year ten) foreign subsidiaries, in accordance with<br />
Article 296, Para. 2, HGB, consolidation was dispensed with. Four companies<br />
(previous year four) intended for resale or liquidation were not consolidated as<br />
provided for in Article 296, 1 No. 3 HGB.<br />
In the year under review, as in the previous year, one foreign company in which<br />
Tengelmann owns a capital share of 49 percent was consolidated on a pro rata<br />
basis since it is managed jointly with a company not included in the consolidated<br />
financial statements.<br />
27 (previous year 28) German and seven (previous year seven) foreign associate<br />
companies in which the Tengelmann Group mainly holds between 20 percent<br />
and 50 percent of the shares are integrated into the consolidated financial statements<br />
in accordance with the at-equity method.<br />
In the case of three (previous year three) German associate companies deemed
56 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
to be of subordinate significance, in accordance with Article 311, Para. 2, HGB,<br />
an at-equity valuation was dispensed with.<br />
In addition, the Group holds the following interests with a shareholding in excess<br />
of 20 percent:<br />
Name, registered office Capital share Equity capital Earnings in the past<br />
financial year<br />
% T€ T€<br />
FISTULA Grundstücks-Vermietungsgesellschaft<br />
mbH & Co.<br />
Objekt Wermelskirchen KG, Düsseldorf 94.0 4841) (voting rights 15.0)<br />
127<br />
Padlata GmbH & Co. KG, Pöcking 94.0 5 2) 135 2)<br />
(voting rights 10.0)<br />
ROSEA Grundstücks-Vermietungsgesellschaft<br />
mbH & Co.<br />
Objekt Offenburg KG, Düsseldorf 82.5 -2,122 1) -25<br />
(voting rights 8.0)<br />
SOREX Grundstücks-Vermietungsgesellschaft<br />
mbH & Co.<br />
Objekt Lüdenscheid KG, Düsseldorf 95.0 -1,152 1) 25<br />
(voting rights 19.0)<br />
TALPA Grundstücks-Vermietungsgesellschaft<br />
mbH & Co.<br />
Objekt Bensheim KG, Düsseldorf 49.9 2,335 1) -3<br />
(voting rights 10.0)<br />
Wines GmbH & Co. KG, Pöcking 94.0 25 3) -45 3)<br />
(voting rights 47.0)<br />
1) Before taking into account capital contributions outstanding and not called in.<br />
2) The interest in Padlata GmbH & Co. KG, Pöcking, relates to a capital interest held by the limited partners. The<br />
company <strong>report</strong>s overall attributable shares in losses not covered by capital contributions amounting to T€ 835.<br />
3) The interest in WINES GmbH & Co. KG, Pöcking, relates to a fixed capital contribution by the limited partners.<br />
The company <strong>report</strong>s overall attributable shares in losses not covered by capital contributions amounting to<br />
T€ 1,093.<br />
A summary of all the associate companies of the Tengelmann Group is attached<br />
as Annex 2 to these Notes.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 57<br />
CONSOLIDATION PRINCIPLES<br />
Contrary to German Accounting Standards Numbers 4 and 9 [DRS 4 and 9], the<br />
capital consolidation of companies consolidated both fully and pro rata was performed<br />
in accordance with the book value method by setting off the cost of acquiring<br />
the interest against the pro rata consolidatable equity at the time of<br />
acquisition or time of first inclusion in the consolidated accounts.<br />
Differences arising from capital consolidation are – as far as possible – allocated<br />
to corresponding assets and liabilities. Any asset-side difference still remaining is<br />
<strong>report</strong>ed as goodwill and subjected to scheduled depreciation. Any resulting liability-side<br />
difference is allocated to revenue reserves.<br />
In the case of first-time consolidation at equity, the book value method has been<br />
applied, whereby any remaining difference is <strong>report</strong>ed together with the participating<br />
interest. The difference is calculated at the point in time at which the undertaking<br />
is first integrated into the consolidated financial statements as an<br />
associated company. The shares in these companies’ <strong>annual</strong> results including<br />
writedowns on goodwill are shown as part of the consolidated income from participating<br />
interests. An elimination of interim results pursuant to Article 312, Para.<br />
5, Sentence 3, HGB, in conjunction with Article 304, Para. 2, HGB has not been<br />
performed.<br />
Interim results, income and expenditure and inter-company accounts receivable<br />
and payable within the consolidated group have been eliminated.<br />
Tax accruals and deferrals were made in respect of consolidations having an effect<br />
on income.<br />
CURRENCY CONVERSION<br />
The assets and liabilities of foreign companies included in the consolidated financial<br />
statements are <strong>report</strong>ed at the mean rate of exchange on the qualifying<br />
date.<br />
Any resulting differences relative to the consolidated equity at the time of first<br />
consolidation are set off against revenue reserves. On the qualifying date currency<br />
differences amounting to TEUR -49,681 were included in equity.<br />
Income and expenditure as <strong>report</strong>ed in the respective income statements are converted<br />
at the average exchange rate during the financial year, whereas the <strong>annual</strong><br />
result and depreciation are converted at the mean rate of exchange on the balance<br />
sheet closing date, not including the sub-group OBI Group Holding GmbH,<br />
Wermelskirchen. The resulting differences are <strong>report</strong>ed under the headings of<br />
‘Other operating income’ or ‘Other operating expenses’. The income in the financial<br />
year amounted to TEUR 708 and the expenses to TEUR 65.<br />
ACCOUNTING AND VALUATION METHODS<br />
Intangible assets acquired in return for payment are carried at cost of acquisition<br />
and depreciated on a linear basis. Goodwill deriving from capital consolidation is<br />
on principle depreciated over 15 years. OBI Group Holding GmbH constitutes an<br />
exception in that its depreciation period is eight years.
58 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
Tangible assets are <strong>report</strong>ed at cost of acquisition of manufacture less scheduled<br />
depreciation. Buildings are depreciated either on a linear basis over 20 to 50 years,<br />
or in Germany up to December 31, 2007 on a reducing balance basis. Non-real<br />
estate fixed assets are generally depreciated on a linear basis over three to 15<br />
years. Assets acquired after December 31, 2008 which in their initial years are<br />
subject to actual wear and tear in excess of linear depreciation have for reasons<br />
of commercial prudence been depreciated on a declining balance basis.<br />
Insofar as the asset values calculated in accordance with the above principles are<br />
greater than the value attributable on the qualifying date of the financial statements,<br />
this is allowed for by non-scheduled depreciation.<br />
Shares in non-consolidated associated companies, other participating interests<br />
and securities are valued at the lower of cost or market.<br />
Interests in associated companies are valued at net book value, plus or less the pro<br />
rata company results not as yet received and less scheduled depreciation of differentials<br />
carried as assets.<br />
Loans are carried at nominal value.<br />
Inventories are <strong>report</strong>ed at cost of acquisition of manufacture or lower current or<br />
market prices. Stockholding and market risks are taken into consideration through<br />
valuation allowances.<br />
Trade accounts receivable and other assets are <strong>report</strong>ed at nominal value. Discernible<br />
individual risks as well as general risk exposure are taken into consideration<br />
through appropriate valuation allowances.<br />
Marketable securities are <strong>report</strong>ed at the lower of cost or market on the balance<br />
sheet closing date.<br />
Deferred tax assets pursuant to Article 274, HGB are carried in respect of all temporary<br />
differences deductible at a future date between the figures <strong>report</strong>ed in<br />
the consolidated balance sheet and the tax balance sheet and between commercial<br />
balance sheets I and II. Furthermore in accordance with German Accounting<br />
Standard Number 10 [DRS 10] deferred tax assets are also recognized<br />
in respect of losses carried forward insofar as it is likely that these will be used in<br />
subsequent years. Where it is considered unlikely that deferred tax assets can be<br />
realized in subsequent years, a value adjustment is made. When calculating deferred<br />
taxes, it is presumed that the tax rates applicable under current legislation<br />
will apply at the time of their anticipated realization. In addition, deferred taxes<br />
on consolidation are calculated at the corresponding tax rate applicable to the<br />
respective group or sub-group. Deferred tax assets and liabilities are netted<br />
against one another insofar as they relate to the same tax authority. The effects<br />
of changes in tax rates are taken into consideration in the year in which the rules<br />
are changed, insofar as these affect net income.<br />
Provisions for pensions and similar commitments are formed in Germany in accordance<br />
with actuarial principles on the basis of an interest rate of 4.5 percent
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 59<br />
(previous year 4.5 percent) in accordance with the net present value method;<br />
whereby the mortality tables [Richttafeln 2005 G] calculated by Prof. Dr. Klaus<br />
Heubeck have been applied.<br />
The other provisions are formed on the basis of sound business judgment to accommodate<br />
discernible risks, contingent obligations and impending losses.<br />
Liabilities are carried at repayment value.<br />
DERIVATES<br />
The Tengelmann Group uses derivative financial instruments including forward<br />
exchange transactions, currency options, interest rate swaps and caps to provide<br />
security for various underlying transactions. In addition there is a put option on<br />
the sale of a participating interest as security for the book value of this interest.<br />
These derivatives are used to hedge variable interest rate loans (interest rate<br />
swaps and caps) and as security for firm and planned orders and internal loans<br />
within the Group that are denominated in foreign currency (currency forwards<br />
and options).<br />
The transactions on the qualifying date were structured as follows:<br />
The market values of derivative financial instruments as of the balance sheet closing<br />
date were calculated on the basis of current market parameters and recognized<br />
mathematical models.<br />
December 31, <strong>2009</strong><br />
Nominal Positive market values Negative market values<br />
T€ T€ T€<br />
Type of transaction<br />
Interest rate swaps<br />
of which as hedges on the<br />
98,816 89 19,865<br />
underlying transaction (98,816) (89) (19,865)<br />
Interest rate caps<br />
of which as hedges on the<br />
1,217 1 0<br />
underlying transaction (1,217) (1) (0)<br />
Forward exchange transactions<br />
of which as hedges on the<br />
434,533 4,160 6,605<br />
underlying transaction (377,772) (2,898) (6,489)<br />
Currency options<br />
of which as hedges on the<br />
60,900 2,500 0<br />
underlying transaction (0) (0) (0)
60 | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />
The above instruments are accounted for as follows:<br />
Interest rate swaps entered into as hedges on variable interest rate loans are regarded<br />
as coincident with the underlying loan and are not recognized on balance<br />
sheet. The positive market values of interest rate swaps not intended for use as<br />
hedges are not recognized. The premium paid for an interest cap used to hedge<br />
a variable rate loan is written off in full.<br />
In the case of forward exchange operations, provisions for contingent losses on<br />
pending transactions are formed in respect of those transactions which on the<br />
balance sheet closing date exhibit a negative market value and do not form security<br />
for an underlying transaction, or alternatively in the event that the congruent<br />
relationship between underlying transaction and hedge has a negative<br />
market value. Positive market values of forward exchange transactions are not<br />
recognized on balance sheet. The premiums for currency options transactions are<br />
capitalized and recognized on the balance sheet closing date if necessary at the<br />
lower of cost or market. The option on the sale of a participating interest is recognized<br />
at cost together with the interest itself. On the qualifying date the market<br />
value was TEUR 45,180.<br />
CONTINGENCIES<br />
External liabilities to franchise partners resulted in the creation of securities<br />
amounting to TEUR 22,492 (previous year TEUR 14,427). The change was attributable<br />
to the acceptance of securities for franchise partners in Bosnia (TEUR<br />
3,549; previous year TEUR 0), and an increase in collateral for external liabilities<br />
in Austria (TEUR 19,393; previous year TEUR 14,427).<br />
December 31, <strong>2009</strong> December 31, 2008<br />
T€ T€<br />
Guarantees and indemnities 9,069 7,767<br />
Collateral security 30,339 14,559<br />
Delcredere risk from central accounting 114,670 91,276<br />
Others 2,512 14<br />
156,590 113,616<br />
In addition, on the qualifying date there was also a letter of comfort in favor of<br />
an associated company. The letter of comfort is unlimited in time. It is restricted<br />
in amount to TEUR 600 and includes a commitment to fund the company concerned<br />
in such manner as to enable it to satisfy all financial and business obligations<br />
towards its creditors.
OTHER FINANCIAL COMMITMENTS<br />
Other financial commitments are as follows:<br />
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | 61<br />
In addition, TK OBH also includes commitments deriving from outstanding<br />
contributions not yet called off in the amount of TEUR 3,622 (previous year<br />
TEUR 3,077).<br />
December 31, <strong>2009</strong> December<br />
31, 2008<br />
Of which due Total In one year In one to After five Total<br />
five years years<br />
T€ T€ T€ T€ T€<br />
Leases 3,978,622 539,174 1,719,201 1,720,247 4,323,643<br />
Leasing contracts 640,468 68,130 225,406 346,932 623,970<br />
Maintenance contracts 34,717 24,302 10,337 78 60,203<br />
Purchase commitments for<br />
investments in fixed assets 53,881 39,895 11,141 2,845 55,362<br />
Commitments from<br />
purchase contracts 44,000 12,000 32,000 0 0<br />
4,751,688 683,501 1,998,085 2,070,102 5,063,178
62 | AUDIT CERTIFICATE<br />
Audit certificate of the <strong>annual</strong> auditor<br />
The complete consolidated financial statements<br />
have been awarded the following audit certificate:<br />
We have audited the consolidated financial statements<br />
prepared by Tengelmann Warenhandelsgesellschaft<br />
KG of Mülheim an der Ruhr,<br />
comprising the balance sheet, income statement,<br />
notes, cash flow statement and statement of<br />
changes in equity, as well as the consolidated<br />
management <strong>report</strong> for the financial year from<br />
January 1 to December 31, <strong>2009</strong>. It is the responsibility<br />
of the officers legally entitled to represent<br />
the company to prepare the consolidated<br />
financial statements and consolidated management<br />
<strong>report</strong> in accordance with the provisions of<br />
German commercial law. Our task is on the basis<br />
of the audit undertaken by us to deliver a judgment<br />
on the consolidated financial statements<br />
and consolidated management <strong>report</strong>.<br />
We have conducted our audit of the consolidated<br />
financial statements pursuant to Article 317 of the<br />
German Commercial Code (HGB) in consideration<br />
of the German auditing standards defined by<br />
the Institut der Wirtschaftsprüfer (IDW). These<br />
require the audit to be planned and conducted in<br />
such manner as to detect with adequate certainty<br />
any inaccuracies or infringements which may significantly<br />
impact on the impression of the net assets,<br />
financial position and earnings situation as<br />
conveyed by the consolidated financial statements<br />
and the consolidated management <strong>report</strong><br />
in consideration of the principles of due and<br />
proper accounting. In determining the actions to<br />
be taken as part of the auditing procedure, consideration<br />
was given to a knowledge of the business<br />
activities of the Group and its economic and<br />
legal environment, as well as to the possible errors<br />
likely to be encountered. In the course of the<br />
audit the effectiveness of the internal accounting<br />
control system and proofs of the information contained<br />
in the consolidated financial statements<br />
and consolidated management <strong>report</strong> were assessed<br />
on the basis of random samples. The audit<br />
encompasses an appraisal of the <strong>annual</strong> financial<br />
statements of the companies integrated into the<br />
consolidated accounts, the demarcation of the<br />
consolidated group, the accounting and consolidation<br />
principles applied and the principal assessments<br />
made by the officers legally entitled to<br />
represent the company, as well as an evaluation<br />
of the overall presentation of the consolidated financial<br />
statements and consolidated management<br />
<strong>report</strong>. We are of the opinion that our audit<br />
forms an adequately secure foundation on which<br />
to base our judgment.<br />
Our audit has caused us to raise no objections.<br />
In our judgment based on the findings of our<br />
audit, the consolidated financial statements comply<br />
with the principles of the law and in consideration<br />
of accounting standards convey an image<br />
of the net assets, financial position and earnings<br />
situation of the Group which accords with the<br />
true circumstances. The consolidated management<br />
<strong>report</strong> is consistent with the consolidated<br />
financial statements and overall presents an accurate<br />
image of the position of the Group and the<br />
opportunities and risks of future development.”<br />
Cologne, dated June 2, 2010<br />
KPMG AG<br />
Wirtschaftsprüfungsgesellschaft<br />
Nonnenmacher Schumacher<br />
Wirtschaftsprüfer Wirtschaftsprüfer<br />
(Auditor) (Auditor)
for Financial Year <strong>2009</strong><br />
Facts and figures<br />
FACTS AND FIGURES | 63<br />
Sales in billion € Deviation in %<br />
vs. previous year<br />
Germany 7.51 n/a<br />
Europe 3.83 n/a<br />
Total 11.34 n/a<br />
Employees Deviation in %<br />
vs. previous year<br />
Germany 59,173 -1.7<br />
Europe 25,343 8.0<br />
Total 84,516 1.0<br />
Branches Deviation in %<br />
vs. previous year<br />
Germany 3,427 1.4<br />
Europe 1,092 11.7<br />
Total 4,519 3.7<br />
General information<br />
The consolidated sales figure includes sales recorded by the production business units after adjusting<br />
for internal sales.<br />
Arithmetical differences may occur as a result of rounding.<br />
Employee and branch data are based on the closing date of the relevant financial year.<br />
For companies abroad the average exchange rates for the relevant <strong>report</strong>ing periods have been applied.
Published by<br />
Tengelmann Group<br />
Public Relations<br />
Wissollstrasse 5–43<br />
45478 Mülheim an der Ruhr<br />
Phone: +49 208 5806-7601<br />
Fax: +49 208 5806-7605<br />
E-mail: public-relations@uz.tengelmann.de<br />
Internet: www.tengelmann.de<br />
Responsible for content:<br />
Sieglinde Schuchardt