Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

140
General
Key Figures Group Notes OC Oerlikon Corporation AG, Pfäffikon
Reporting basis (1)
The financial statements of OC Oerlikon Corporation AG, Pfäffikon (the
Company) are prepared in compliance with Swiss Company Law. They are
a supplement to the consolidated financial statements prepared according
to International Financial Reporting Standards (IFRS). While the consolidated
financial statements reflect the economic situation of the Group as a
whole, the information contained in the financial statements of OC Oerlikon
Corporation AG, Pfäffikon relates to the ultimate parent company alone.
Income statement
Income from investments (2)
The income from investments consists mainly of dividend income from subsidiary
companies and the financial investment Pilatus Flugzeugwerke AG.
Financial income (3)
Financial income includes interest income.
Financial expense (4)
Financial expense mainly includes interest expenses and net exchange
losses.
Other income (5)
Other income consists mainly of trade mark fees.
Other expense (6)
Other expense consists mainly of management fees charged by OC Oerlikon
Management AG, Pfäffikon and amortisation of capitalized brands.
Balance sheet
Cash and cash equivalents (7)
This item consists of current balances denominated in CHF, EUR and USD
and held with european banks.
Treasury shares (8)
The total of 589 011 treasury shares (2010: 300 000) held at December 31,
2011 represents 0.18 % of the company’s share capital.
The treasury shares are carried at the lower of cost or market, and therefore
have been valued at their market value at close of business on December 31,
2011 (CHF 5.03), giving a total value of CHF 3 million (2010: CHF 1 million).
During the year, 570 000 shares (2010: 515 855) were bought on the stock
exchange and 280 989 shares (2010: 215 855) were given to employees.
Investments (9)
The list of the Company’s major investments is on page 142.
These investments are recorded at historical cost less any valuation adjustments.
The change in the net book value is mainly caused by a capital
contribution.
Under the terms of the amended syndicated loan agreement, investments
in major subsidiaries with a book value of CHF 1 608 million (2010:
CHF 1 606 million) became pledged. More details may be found in Note 17.
Intangible assets (10)
These include mainly trademarks of Oerlikon and Saurer and are amortized
over 5 years on a straight-line basis.
Bank loans (11)
Bank loans total to CHF 842 million (2010: CHF 1 046 million). Additional
information to the terms and conditions of the syndicated loan and the
financial covenants may be found in Note 18 of the Group’s consolidated
financial statements on page 118 and 119.
Notes to the financial statements of OC Oerlikon Corporation AG, Pfäffikon
Notes to the financial statements of OC Oerlikon Corporation AG, Pfäffikon
Provisions (12)
Provisions cover mainly risks related to investments and also other risks.
Share capital (13)
The share capital of CHF 323 million (2010: CHF 323 million) consists of
323 124 010 registered shares (2010: 323 085 471), each with a par value
of CHF 1.00. On December 31, 2011 conditional capital amounted to
CHF 64 174 919 (2010: CHF 64 213 458).
During the year 2011, 38 539 new shares (2010: none) were issued based
on exercises of stock options by warrant holders.
The only shareholder registered as holding more than 5 % as at December
31, 2011 was 1 :
47.98 % 2 (155 035 964 registered shares) Renova Group 3 (composed of Liwet
Holding AG, Zurich, Switzerland, Renova Industries Ltd., Nassau, Bahamas,
and Lamesa Holding S.A., Panama, Republic of Panama)
1 Source: Disclosure notification pursuant to Article 20 of the Swiss Stock Exchange
Law by Renova Group (published by SIX Exchange Regulation on
November 4, 2011).
2 At the end of 2010 Liwet Holding AG held 46.11 % of the issued Oerlikon shares.
3 Beneficial owner (as per disclosure notification): Viktor F. Vekselberg, Zug and Moscow
Reserves from capital contributions (14)
The capital contribution principle was introduced as of January 1, 2011
under Swiss tax law. It allows the distribution of capital contributions contributed
to the company (i.e. to OC Oerlikon Corporation AG, Pfäffikon) by
its shareholders since 1997 without being subject to Swiss withholding tax,
provided certain conditions are met. The distribution of qualifying capital
contributions is exempt from Swiss income tax at the level of a Swiss resident
shareholder who holds the shares as private assets.
In order to meet the requirements of the Swiss Federal Tax Administration,
the 2011 balance sheet has been adapted slightly to reflect the reserves
from capital contributions as per December 31, 2011.
As per December 31, 2011, the balance sheet of OC Oerlikon Corporation
AG, Pfäffikon, reflects capital contribution reserves of CHF 1 176 534 314.
Thereof, the amount of CHF 1 176 341 619 was disclosed as initial declaration
vis-à-vis the Swiss Federal Tax Administration as per December 31,
2010. Subsequently and based on its current practice, the Swiss Federal
Tax Administration approved capital contributions to the amount of
CHF 907 635 316 thereof, but did not confirm capital contributions in the
amount of CHF 268 706 303. This result is reflected in a written document
(so called “Revers”) which was counter-signed by the Swiss Federal Tax
Administration. According to the “Revers”, distributions may first be made
from the confirmed capital contributions reserves. The remaining
CHF 192 695 derives from capital contribution reserves only generated in
2011, which have not yet been subject to scrutiny by the Swiss Federal Tax
Administration.
Reserves for treasury shares (15)
This reserve represents the acquisition cost of 589 011 treasury shares
(2010: 300 000).
Contingent liabilities (16)
Contingent liabilities relate primarily to performance guarantees and guarantees
for bank loans of affiliated companies and amount to approximately
CHF 330 million (2010: CHF 260 million).
Pledged assets (17)
On 31 March 2010 OC Oerlikon Corporation AG, Pfäffikon (Company), parent
company of the Oerlikon Group agreed with a syndicate of banks on a
Credit Facility. Additional information may be found in Note 27 of the
Group’s consolidated financial statements on page 129.
On this occasion the Company provided the following securities:
– Pledge of the shares of material subsidiaries of CHF 1 608 million.
However, a realization of the pledged shares requires an event of default
and the foreclosure of the Credit Facility by the Lenders.
– Pledge of all rights of the Oerlikon trademark of CHF 2 million
– Pledge of the bank accounts in total of CHF 108 million