ANNUAL REPORT 2004 - ELMOS Semiconductor AG

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MANAGEMENT BOARD ELMOS – THE COMPANY THE ELMOS SHARE CORPORATE GOVERNANCE 92 Differences between the statutory tax rate and the company’s effective income tax are as follows: 8. SHARE CAPITAL The company’s share capital consists of 19,300,000 shares as of December 31, 2004 and December 31, 2003 (common shares exclusively). 9. SHARE OPTION PROGRAM The company has a share option program for Management Board members, other executives, and employees. The objective of this plan is the safeguarding of the company’s success by providing employees the opportunity to acquire shares. Under this program the company is authorized to grant up to 1,000,000 new unit shares, of which 116,525 shares were granted in a first tranche in the fiscal year 1999. The exercise price is equivalent to 120 percent of the average closing price of the company’s share on the ten business days prior to the Management Board resolution on issue and particulars of the respective tranche. The options can only be exercised if the share’s closing price equals or exceeds the exercise price. The options vest after three or rather two years of continued employment (third and fourth tranche) and expire six or rather five years (third and fourth tranche) subsequent to the date of grant. 2004 Percent 2003 Percent German statutory tax rate 39,90 41,40 Non-deductible amortization of participations 0,00 0,60 Expenses disallowable against tax 0,40 0,40 Dividends on interest in corporations – 3,90 – 0,50 Foreign tax rate differential – 1,60 – 1,61 Others 0,00 0,50 Effective tax rate 34,80 40,79
GROUP STATUS REPORT FINANCIAL STATEMENTS GROUP STRUCTURE GLOSSARY Financial statements ÿ Notes Auditor’s certificate As of December 31, 2004 100,022 (12/31/2003: 102,222) exercisable options with an exercise price of 34.89 Euro originating from the first tranche were outstanding. From the second tranche 127,575 (2003: 129,775) exercisable options were outstanding with an exercise price of 35.14 Euro. From the third tranche granted in December 2002 at an exercise price of 7.87 Euro, 279,891 (12/31/2003: 286,160) non-exercisable options were still outstanding as of balance-sheet date. The fourth tranche was granted in December 2003 with an exercise price of 11.59 Euro. As of balance-sheet date 295,722 options from this tranche were still outstanding, all of which non-exercisable as well. In the fiscal year 2004 2,200 (2003: 1,003) share options from the first tranche expired. Another 2,200 share options from the second tranche expired and 6,269 from the third tranche. Share options were exercised neither in 2004 nor 2003. The company applies Accounting Principles Board Opinion No. 25 (APB No. 25) in accounting for its share option program. In compliance with APB No. 25 no compensation cost for the share option program has been recognized in the consolidated income statement regarding the first two tranches. Compensation cost for the third and fourth tranches to an amount of 201,600 in 2004 was entered as paid-in capital. Pro forma earnings prepared under the assumption that share options granted had been accounted for on the basis of their fair value according to the Statement of Fi- nancial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”, are as follows: Pro forma earnings 2004 Euro Net income* 15,610,101 9,345,052 Net income* per common share 2003 Euro Basic 0.81 0.48 Fully diluted 0.80 0.48 *Considering SFAS 123 elmos annual report 2004 93
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ANNUAL REPORT 2004
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Five-year overview ELMOS Group acco
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ÿ Chronicle 2004 1 ST QUARTER 2 ND
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ÿ Table of contents MANAGEMENT BOA
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MANAGEMENT BOARD ELMOS - THE COMPAN
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ELMOS IS A PART OF YOUR CAR’S FUT
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ELMOS NETWORKS YOUR CAR EFFECTIVELY
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GROUP STATUS REPORT FINANCIAL STATE
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ELMOS ASSISTS YOUR DRIVING At night
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ELMOS ASSISTS YOUR DRIVING Innovati
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ELMOS CONNECTS ELECTRONICS WITH MEC
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ANNUAL REPORT 2004 - ELMOS Semiconductor AG

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