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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 />

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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 />

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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

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