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Royal Ten Cate<br />

Annual Report 2011<br />

<strong>Connected</strong> by <strong>the</strong> <strong>value</strong> <strong>proposition</strong>


MATERIALS THAT MAKE A DIFFERENCE<br />

<strong>TenCate</strong> materials are at <strong>the</strong> cutting<br />

edge of textile, chemical and material<br />

techno logies.<br />

The strategy is characterised by <strong>value</strong> chain management.<br />

This business model implemented by <strong>TenCate</strong> is built on<br />

<strong>the</strong> four cornerstones of end-user marketing, product<br />

differentiation, technological innovation and cost<br />

leadership. The challenge lies in striking an optimum<br />

balance between <strong>the</strong>se four cornerstones.<br />

Thermoplastic composite<br />

The automotive industry is increasingly interested in using<br />

<strong>the</strong>rmoplastic composites from <strong>the</strong> <strong>TenCate</strong> Cetex ® product<br />

portfolio of <strong>TenCate</strong> Advanced Composites in cars. <strong>TenCate</strong><br />

Cetex ® is:<br />

• Strong and impact-resistant: contributes to safety<br />

• Lightweight: saves fuel<br />

• Mouldable: readily processable<br />

• Reusable and recyclable: sustainable<br />

<strong>TenCate</strong> focuses on added-<strong>value</strong> solutions<br />

to meet critical end-user requirements.<br />

Our customers make a difference with our<br />

materials and systems.<br />

<strong>TenCate</strong> addresses market trends<br />

based on <strong>the</strong> global <strong>the</strong>mes of safety, protection<br />

and sustainability. This generates<br />

long-term growth for <strong>the</strong> company.<br />

Commercial overview and profile


COMMERCIAL OVERVIEW<br />

As at 1 January 2012<br />

The <strong>TenCate</strong> sectors are subdivided into market groups. Each market group is a cluster of subsidiaries which co-operate intensively in research & development,<br />

production, end-user marketing and sales.<br />

An overview of <strong>the</strong> legal entities which make up <strong>the</strong> company can be found on <strong>the</strong> inside back cover.<br />

ADVANCED TEXTILES & COMPOSITES SECTOR<br />

PROTECTIVE FABRICS<br />

Protective and safety fabrics and<br />

multi-risk solutions for industry,<br />

services, firefighting and defence<br />

GEOSYNTHETICS & GRASS SECTOR<br />

Royal Ten Cate Annual Report 2011<br />

OUTDOOR FABRICS<br />

Protective fabrics for outdoor<br />

applications<br />

◾ <strong>TenCate</strong> Protective Fabrics ◾ <strong>TenCate</strong> Outdoor Fabrics<br />

Americas<br />

Europe<br />

◾ <strong>TenCate</strong> Protective Fabrics EMEA<br />

◾ <strong>TenCate</strong> Protective Fabrics Asia<br />

GEOSYNTHETICS<br />

Syn<strong>the</strong>tic fabrics, non-wovens and<br />

grids for solutions and applications<br />

in infrastructure, civil engineering,<br />

water management, <strong>the</strong> environmental<br />

sector, agriculture and<br />

horticulture<br />

◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics<br />

Americas<br />

◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics EMEA<br />

◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics Asia<br />

OTHER ACTIVITIES SECTOR<br />

INKJET TECHNOLOGY<br />

Specialist inkjet technology for<br />

industrial production processes<br />

◾ Xennia Technology<br />

GRASS<br />

Syn<strong>the</strong>tic turf components and integrated<br />

syn<strong>the</strong>tic turf systems for<br />

top-flight sports, recreation and<br />

landscape projects<br />

Upstream<br />

◾ <strong>TenCate</strong> Grass Americas<br />

◾ <strong>TenCate</strong> Grass EMEA<br />

◾ <strong>TenCate</strong> Grass Asia<br />

TECHNICAL COMPONENTS<br />

Technical rollers and components,<br />

particularly for printers, copiers, fax<br />

machines, postal sorting machines<br />

and ATMs<br />

◾ <strong>TenCate</strong> Enbi North America<br />

◾ <strong>TenCate</strong> Enbi EMEA<br />

◾ <strong>TenCate</strong> Enbi Asia<br />

SPACE & AEROSPACE COMPOSITES<br />

Advanced composites, compounds and<br />

systems for <strong>the</strong> aerospace industry<br />

◾ <strong>TenCate</strong> Advanced Composites<br />

Americas<br />

◾ <strong>TenCate</strong> Advanced Composites<br />

EMEA<br />

Downstream<br />

◾ Edel Grass (50%)<br />

◾ GreenFields (90%)<br />

◾ TigerTurf (80%)<br />

◾ Hellas Construction (30%)<br />

HOLDING & SERVICES<br />

Holding company activities<br />

◾ Koninklijke Ten Cate nv<br />

INDUSTRIAL COMPOSITES<br />

Advanced composites, compounds<br />

and systems for industrial<br />

applications, including automotive,<br />

industrial components and energy<br />

extraction<br />

◾ <strong>TenCate</strong> Advanced Composites<br />

Americas<br />

◾ <strong>TenCate</strong> Advanced Composites<br />

EMEA


ADVANCED ARMOUR<br />

Advanced composites, ceramics and integrated<br />

systems for <strong>the</strong> active and passive protection of<br />

police, army, air force, navy and civilian service<br />

personnel, vehicles and vessels<br />

◾ <strong>TenCate</strong> Advanced Armour Americas<br />

◾ <strong>TenCate</strong> Advanced Armour EMEA<br />

◾ <strong>TenCate</strong> Advanced Armour Asia<br />

PROFILE<br />

Royal Ten Cate (<strong>TenCate</strong>) is a multinational<br />

company which combines textile technology<br />

with chemical processes in <strong>the</strong> development<br />

and production of functional materials.<br />

On this technological basis, <strong>TenCate</strong><br />

develops a range of applications (productmarket-technology<br />

combinations) aimed<br />

at growth markets.<br />

<strong>TenCate</strong> materials are mainly used for:<br />

◾ personal safety and protection of <strong>the</strong><br />

living and working environment;<br />

◾ modernisation of equipment used by<br />

armed forces, fire brigades and police;<br />

◾ aerospace (lower fuel costs due to<br />

lighter materials);<br />

◾ water management, infrastructure<br />

and environmental care;<br />

◾ industrial applications.<br />

<strong>TenCate</strong> selects market areas mainly on<br />

<strong>the</strong> basis of global trends, specifically in<br />

<strong>the</strong> safety/protection and sustainability/<br />

environmental fields. With regard to<br />

<strong>the</strong> characteristics of <strong>the</strong> materials<br />

(specifications), <strong>the</strong> markets are usually<br />

regulated by governments or agencies on<br />

<strong>the</strong> basis of legislation and regulations.<br />

<strong>TenCate</strong>’s direct customers are mainly<br />

public-sector bodies, system integrators,<br />

original equipment manufac turers and <strong>the</strong>ir<br />

direct suppliers.<br />

<strong>TenCate</strong> presents itself as a developer and<br />

producer of materials, modules and systems<br />

with distinctive characteristics.<br />

The company operates a <strong>value</strong>-chain model<br />

aimed at occupying distinctive positions<br />

by means of technological innovation, cost<br />

leadership, product differentiation and<br />

end-user marketing.<br />

<strong>TenCate</strong> develops solutions for end-users<br />

by operating in network structures, such<br />

as open innovation centres, partnerships<br />

and co-creation, and by making acquisitions<br />

in complementary fields (product-markettechnology<br />

combinations). The solutionfocused<br />

system approach plays a key role.<br />

The policy of <strong>value</strong>-chain control has<br />

enabled <strong>TenCate</strong> to secure leading<br />

positions in worldwide niche markets.<br />

<strong>TenCate</strong> employs around 4,350 people<br />

worldwide and strives to operate in an<br />

ethically and socially responsible way.<br />

<strong>TenCate</strong> encourages its employees to be<br />

enterprising, flexible and creative, <strong>the</strong>reby<br />

demonstrating its aim of achieving progress<br />

and sustainability for all stakeholders.


Annual report 2011<br />

Royal Ten Cate<br />

Commercial overview Inside cover<br />

Profile Inside cover<br />

Financial highlights 2<br />

<strong>TenCate</strong> in 2011 4<br />

<strong>TenCate</strong> technology overview 6<br />

Key developments in 2011 9<br />

Evaluation of 2011 action plans 10<br />

Vision, mission, strategy and objectives 12<br />

Foreword by <strong>the</strong> Chairman of <strong>the</strong> Executive Board 14<br />

The <strong>TenCate</strong> share 16<br />

Share listing 16<br />

Investor relations policy and communication 16<br />

Dividend policy and proposed dividend 16<br />

Disclosure of Major Holdings in Listed Companies Act 17<br />

Option plan 17<br />

Spread of shareholdings 17<br />

Theme: <strong>Connected</strong> by <strong>the</strong> <strong>value</strong> <strong>proposition</strong> 18<br />

Report of <strong>the</strong> Supervisory Board 20<br />

The Boards 22<br />

Report of <strong>the</strong> Executive Board 25<br />

Financial performance 28<br />

Activities by sector 33<br />

Post balance sheet events 58<br />

Outlook 59<br />

Actions for 2012 60<br />

Corporate information 61<br />

Corporate governance 61<br />

SWOT analysis 61<br />

Risk management 62<br />

Human resources management 66<br />

Corporate information technology 69<br />

Corporate intellectual property 69<br />

Corporate social responsibility 70<br />

Statement by <strong>the</strong> Executive Board 75<br />

Financial statements 2011 76<br />

O<strong>the</strong>r information 133<br />

Ten-year summary 135<br />

Operating companies, associated companies<br />

and o<strong>the</strong>r interests Inside cover<br />

Colophon Outside cover


Financial highlights<br />

FINANCIAL HIGHLIGHTS<br />

Revenues<br />

€ 1,138.8 mln<br />

(+ 16%)<br />

EBITA<br />

€ 102.5 mln<br />

(+ 21%)<br />

Net result<br />

€ 58.7 mln<br />

(+ 28%)<br />

REVENUES BY SECTOR<br />

Advanced Textiles & Composites<br />

€ 538.4 mln<br />

(+ 20%)<br />

Geosyn<strong>the</strong>tics & Grass<br />

€ 525.9 mln<br />

(+ 12%)<br />

O<strong>the</strong>r activities<br />

€ 74.5 mln<br />

(+ 12%)<br />

2<br />

Royal Ten Cate<br />

1,200<br />

960<br />

720<br />

480<br />

240<br />

0<br />

125<br />

100<br />

75<br />

50<br />

25<br />

0<br />

75<br />

60<br />

45<br />

30<br />

15<br />

0<br />

600<br />

480<br />

360<br />

240<br />

120<br />

0<br />

600<br />

480<br />

360<br />

240<br />

120<br />

0<br />

100<br />

80<br />

60<br />

40<br />

20<br />

0<br />

2007 2008 2009 2010 2011<br />

2007 2008 2009 2010 2011<br />

2007 2008 2009 2010 2011<br />

2007 2008 2009 2010 2011<br />

2007 2008 2009 2010 2011<br />

2007 2008 2009 2010 2011<br />

PER-SHARE DATA<br />

Net result *<br />

€ 2.31<br />

* Excluding income from sale<br />

of activities and exceptional items<br />

€ 0.95<br />

EBITA BY SECTOR<br />

Advanced Textiles & Composites<br />

€ 70.3 mln<br />

(+ 61%)<br />

Geosyn<strong>the</strong>tics & Grass<br />

€ 26.3 mln<br />

(– 16%)<br />

O<strong>the</strong>r activities<br />

€ 5.9 mln<br />

(– 40%)<br />

3.0<br />

2.4<br />

1.8<br />

1.2<br />

0.6<br />

0<br />

1.0<br />

0.8<br />

0.6<br />

0.4<br />

0.2<br />

0<br />

75<br />

60<br />

45<br />

30<br />

15<br />

0<br />

45<br />

36<br />

27<br />

18<br />

9<br />

0<br />

15<br />

10<br />

5<br />

0<br />

–5<br />

–10<br />

2007 2008 2009 2010 2011<br />

2007 2008 2009 2010 2011<br />

2007 2008 2009 2010 2011<br />

2007 2008 2009 2010 2011<br />

2007 2008 2009 2010 2011


PROFIT AND LOSS ACCOUNT 2011 2010<br />

Revenues 1,138.8 984.5<br />

Operating result before depreciation and amortisation (EBITDA) 137.5 119.5<br />

Operating result before amortisation (EBITA) 102.5 85.0<br />

Operating result before amortisation as % of revenues (EBITA margin) 9.0% 8.6%<br />

Operating result (EBIT) 89.6 74.6<br />

Net result 58.7 46.0<br />

CONSOLIDATED BALANCE SHEET AND RETURN<br />

Net capital employed (year-end) 808.8 715.4<br />

Return (EBITA) on average net capital employed 13.1% 12.1%<br />

Net interest bearing debt (year-end) 288.7 240.7<br />

CONSOLIDATED CASH FLOW<br />

Cash flow from operating activities 49.3 29.1<br />

Investments less divestments of fixed assets – 22.3 – 20.4<br />

Free cash flow 27.0 8.7<br />

Balance of acquisitions/disposals of operating companies and participating interests – 34.8 – 24.7<br />

OUTSTANDING SHARES (X 1,000)<br />

Number of outstanding shares at year-end 25,929 25,502<br />

Weighted average number of shares (before dilution) 25,452 25,026<br />

Weighted average number of shares (after dilution) 25,736 25,216<br />

PER-SHARE DATA<br />

Net result 2.31 1.84<br />

Diluted net result 2.28 1.82<br />

Dividend per share 0.95 0.75<br />

Equity * 17.96 17.19<br />

EMPLOYEES<br />

Number of staff years at year-end 4,353 4,271<br />

– of which in <strong>the</strong> Ne<strong>the</strong>rlands 819 785<br />

* Adjusted for comparison purposes in connection with change of accounting policy for pensions.<br />

Annual Report 2011 3


<strong>TenCate</strong> in 2011<br />

In 2011, <strong>TenCate</strong> maintained <strong>the</strong> growth trend that began<br />

in 2010, with revenues and profitability rising strongly<br />

again to record levels. <strong>TenCate</strong> succeeded once again<br />

in streng<strong>the</strong>ning its market positions by means of <strong>the</strong><br />

buy & build strategy.<br />

The growth in 2011 resulted mainly from <strong>the</strong> focus on materials that<br />

enable <strong>the</strong> Company to anticipate market trends on <strong>the</strong> basis of <strong>the</strong><br />

right <strong>value</strong> <strong>proposition</strong>. The global market trends of safety and<br />

sustainability once again generated a positive market climate overall<br />

in 2011.<br />

<strong>TenCate</strong> is able to project a highly distinctive international profile,<br />

partly due to <strong>the</strong> Company’s ground-breaking approach based on<br />

technological innovation and product differentiation. That makes<br />

<strong>TenCate</strong> an attractive partner for innovation and product and market<br />

development. As a connecting factor within <strong>TenCate</strong>, <strong>the</strong> technology<br />

position constantly gives rise to new possibilities in <strong>the</strong> market.<br />

This annual report seeks particularly to highlight <strong>the</strong> activities that<br />

have been and are being developed in order to gear <strong>the</strong> technological<br />

lead and product differentiation to <strong>the</strong> marketplace as far as possible<br />

by adopting an outside-in approach.<br />

<strong>TenCate</strong> has its own production sites and sales offi ces in <strong>the</strong> following countries:<br />

Americas<br />

NORTH AMERICA<br />

United States<br />

Canada<br />

SOUTH AMERICA<br />

Brazil<br />

Production and sales<br />

Sales<br />

4<br />

Royal Ten Cate<br />

EMEA<br />

EUROPE<br />

Belgium<br />

Denmark<br />

Germany<br />

United Kingdom<br />

France<br />

Hungary<br />

Ireland<br />

Italy<br />

Ne<strong>the</strong>rlands<br />

Austria<br />

Poland<br />

Romania<br />

Spain<br />

Czech Republic<br />

Switzerland<br />

AFRICA<br />

Benin<br />

South Africa<br />

MIDDLE EAST<br />

Dubai<br />

AsiaPacifi c<br />

ASIA<br />

China<br />

India<br />

Malaysia<br />

Singapore<br />

Thailand<br />

South Korea<br />

OCEANIA<br />

Australia<br />

New Zealand<br />

Revenues 2011 (€ 1,138.8 million)<br />

in per cent<br />

47%<br />

Geographic breakdown of sales in in 2011<br />

in per cent<br />

50<br />

45<br />

40<br />

35<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

NETHERLANDS<br />

BELGIUM<br />

GERMANY<br />

◾ By destination<br />

◾ By origin<br />

UK<br />

7%<br />

FRANCE<br />

AUSTRIA<br />

46%<br />

Revenues 2010 (€ 984.5 million)<br />

in per cent<br />

46%<br />

7%<br />

47%<br />

ITALY<br />

SPAIN<br />

OTHER EU<br />

OTHER EUROPE<br />

◾ Advanced Textiles<br />

& Composites<br />

◾ Geosyn<strong>the</strong>tics & Grass<br />

◾ O<strong>the</strong>r activities<br />

◾ Advanced Textiles<br />

& Composites<br />

◾ Geosyn<strong>the</strong>tics & Grass<br />

◾ O<strong>the</strong>r activities<br />

MIDDLE EAST<br />

USA + CANADA<br />

CENTRAL AND<br />

SOUTH AMERICA<br />

ASIA<br />

REST OF THE WORLD


ADVANCED TEXTILES & COMPOSITES SECTOR GEOSYNTHETICS & GRASS SECTOR<br />

The Advanced Textiles & Composites sector is concentrated around<br />

impregnation and coating technologies for <strong>the</strong> application or<br />

incorporation of functional characteristics in and on textiles.<br />

The products in this sector mainly comprise protective fabrics and<br />

composite materials (made particularly of carbon fibres, glass fibres<br />

and aramids). <strong>TenCate</strong> is <strong>the</strong> global market leader in protective fabrics<br />

and one of <strong>the</strong> leading companies in <strong>the</strong> field of composite materials.<br />

Uses:<br />

◾ Defence<br />

◾ Industry<br />

◾ Firefighting, police<br />

◾ Aerospace industry<br />

◾ Automotive and energy sector<br />

Revenues<br />

€ 538.4 mln<br />

Revenues<br />

+ 20%<br />

EBITA<br />

€ 70.3 mln<br />

EBITA<br />

+ 61%<br />

The Geosyn<strong>the</strong>tics & Grass sector is concentrated around extrusion<br />

and non-woven technologies. Geosyn<strong>the</strong>tics products play an<br />

important role in <strong>the</strong> separation of soil layers and in <strong>the</strong> stabilisation<br />

of groundworks and dyke bodies. Geosyn<strong>the</strong>tics are increasingly<br />

being used for <strong>the</strong> filtration and dewatering of polluted sludge.<br />

Syn<strong>the</strong>tic turf is seeing growing use worldwide, driven principally<br />

by climate conditions, water scarcity and lower maintenance costs.<br />

Not least, an important factor is that syn<strong>the</strong>tic turf sports pitches<br />

remain playable 24 hours a day and in less favourable wea<strong>the</strong>r<br />

conditions.<br />

Geosyn<strong>the</strong>tics and syn<strong>the</strong>tic turf are global markets. <strong>TenCate</strong> occupies<br />

<strong>the</strong> number-one position in <strong>the</strong>se markets.<br />

Uses:<br />

◾ Infrastructure projects and water management<br />

◾ Environmental market<br />

◾ Agriculture sector<br />

◾ Sports pitches market<br />

◾ Landscaping, leisure market<br />

Revenues<br />

€ 525.9 mln<br />

Revenues<br />

+ 12%<br />

EBITA<br />

€ 26.3 mln<br />

EBITA<br />

– 16%<br />

Indicative revenue breakdown 2011 Indicative revenue breakdown 2010 Indicative revenue breakdown 2011 Indicative revenue breakdown 2010<br />

◾ Protective fabrics<br />

◾ Armour composites<br />

◾ Space/aerospace composites<br />

◾ Geosyn<strong>the</strong>tics<br />

◾ Grass Upstream<br />

◾ Grass Downstream<br />

Annual Report 2011 5


<strong>TenCate</strong> technology overview<br />

6<br />

END-USER<br />

MARKETING<br />

market<br />

management<br />

DIFFERENTIATION<br />

portfolio<br />

management<br />

COST LEADER<br />

VALUE CHAIN MANAGEMENT END-USER<br />

process<br />

management<br />

INNOVATION<br />

Royal Ten Cate<br />

GLOBAL TRENDS<br />

Safety and protection, sustainability and environment<br />

MARKETS<br />

PRODUCTS (materials, modules, systems)<br />

protective fabrics outdoor fabrics space composites aerospace composites<br />

MATERIAL TECHNOLOGY<br />

Fiber technology Textile technology<br />

Basic technologies<br />

P Physics<br />

C Chemistry / Chemical engineering<br />

PC Nanotechnology / Polymer chemistry<br />

BT Biomedical technology<br />

ME Mechanical engineering<br />

E Electronics


market<br />

management<br />

END-USER MARKETING<br />

business<br />

development<br />

EXTERNAL VALUE CHAIN MANAGEMENT<br />

INTERNAL<br />

DIFFERENTIATION<br />

portfolio<br />

management<br />

industrial composites advanced armour geosyn<strong>the</strong>tics grass<br />

Finish technology<br />

M Mechatronics<br />

IT ICT<br />

B Biosciences<br />

<strong>TenCate</strong> business model © <strong>TenCate</strong><br />

market<br />

product<br />

technology<br />

process<br />

INNOVATION<br />

COST LEADER<br />

process<br />

management<br />

business<br />

development<br />

© <strong>TenCate</strong><br />

Annual Report 2011 7


active blast countermeasure system<br />

Troops in <strong>the</strong>atre need <strong>the</strong> best and<br />

most advanced protection. Insurgency<br />

tactics have not only caused a great<br />

many casualties, but also had an impact<br />

on military operations and logistics.<br />

There is an evident need for enhanced<br />

protection, in combination with<br />

increased mobility of military vehicles.<br />

The <strong>TenCate</strong> ABDS active blast<br />

countermeasure system is an innovative<br />

defence solution, against a number<br />

of improvised explosive devices. This<br />

active protection system effectively<br />

mitigates <strong>the</strong> devastating effects<br />

of IEDs, fulfi lling STANAG 4569 at<br />

classifi ed levels.<br />

While defeating <strong>the</strong> acceleration of<br />

<strong>the</strong> vehicle and preserving <strong>the</strong> vehicle<br />

hull, <strong>the</strong> <strong>TenCate</strong> ABDS active blast<br />

countermeasure system delivers a<br />

structural and biomechanical response<br />

mode for a range of combat and tactical<br />

military vehicles.<br />

ADVANCED ARMOUR<br />

<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>


Key developments in 2011<br />

◾ 16% Revenue growth<br />

Revenues in 2011 amounted to € 1,138.8 million (2010:<br />

€ 984.5 million). The organic rise in revenues amounted to 12%.<br />

The Protective Fabrics market group made a major contribution<br />

to <strong>the</strong> revenue growth. In particular, <strong>the</strong>re was strong growth in<br />

<strong>TenCate</strong> Defender M and <strong>TenCate</strong> Tecasafe products.<br />

<strong>TenCate</strong> successfully created new standards in <strong>the</strong> world market<br />

for protective fabrics with <strong>the</strong>se brands.<br />

◾ 28% Net profit growth<br />

Net profit in 2011 amounted to € 58.7 million (2010: € 46.0 million).<br />

The profit growth was achieved particularly as a result of higher<br />

profits in <strong>the</strong> United States and <strong>the</strong> Ne<strong>the</strong>rlands.<br />

◾ Strong growth in <strong>the</strong> Advanced Textiles & Composites sector<br />

<strong>TenCate</strong> Protective Fabrics recorded strong growth in revenues<br />

from <strong>the</strong> <strong>TenCate</strong> Defender M and <strong>TenCate</strong> Tecasafe products.<br />

These two product groups contributed a substantial portion of<br />

this se ctor’s total revenues in 2011. There was also considerable<br />

growth in revenues from aerospace composites. The growth took<br />

place both in Europe and America. The production of composite<br />

materials for <strong>the</strong> Airbus A380 contributed a substantial share.<br />

◾ Mixed picture for Geosyn<strong>the</strong>tics & Grass sector<br />

The Geosyn<strong>the</strong>tics & Grass sector showed a mixed picture.<br />

<strong>TenCate</strong> Geosyn<strong>the</strong>tics put in an excellent performance worldwide.<br />

In <strong>the</strong> Grass group revenues declined compared to 2010 due to <strong>the</strong><br />

ending of <strong>the</strong> supply contract with a major customer following<br />

a strategic reorientation. <strong>TenCate</strong> was unable to compensate<br />

fully for this loss of revenues during <strong>the</strong> year. It put pressure on<br />

profits because it was not possible to take full advantage of <strong>the</strong><br />

economies of scale within <strong>TenCate</strong> Grass. Alliances were entered<br />

into with new market participants during <strong>the</strong> year.<br />

◾ Positive developments in new markets / streng<strong>the</strong>ning<br />

of local presence<br />

Revenues in Asia and South America continue to grow strongly,<br />

particularly in protective fabrics and geosyn<strong>the</strong>tics. The acquisition<br />

of Emas Kiara in Malaysia (geosyn<strong>the</strong>tics) was completed. In India,<br />

<strong>the</strong> market activities of <strong>TenCate</strong> Protective Fabrics and <strong>TenCate</strong><br />

Advanced Armour were merged to form <strong>TenCate</strong> Protection<br />

Systems in order to increase <strong>the</strong>ir efficiency as a combined<br />

operation. In China, <strong>the</strong> local management was streng<strong>the</strong>ned<br />

to facilitate a differentiated approach to <strong>the</strong> Chinese market.<br />

A co-operation agreement was signed with Chinamex to supply<br />

<strong>the</strong> market for protective fabrics (military uniforms, police,<br />

firefighting).<br />

◾ Start-up of new activities in aerospace armour<br />

<strong>TenCate</strong> is initiating activities in vehicle and helicopter armour,<br />

for which <strong>the</strong> production site opened in France in <strong>the</strong> second<br />

half of 2011. The first major long-term contract was for armour<br />

for Eurocopter (EADS) helicopters.<br />

◾ Start of <strong>the</strong> market launch phase for <strong>the</strong> <strong>TenCate</strong> ABDS active<br />

blast countermeasure system<br />

Following <strong>the</strong> completion of <strong>the</strong> test phase, <strong>TenCate</strong> is initiating<br />

<strong>the</strong> market phase for <strong>the</strong> <strong>TenCate</strong> ABDS active blast<br />

countermeasure system jointly with military vehicle manufacturers.<br />

A 51% majority holding in ABDS ApS was acquired at <strong>the</strong> end of<br />

2011 in order to accelerate this process. The acquisition of all <strong>the</strong><br />

shares in ABDS ApS was completed at <strong>the</strong> beginning of 2012.<br />

Annual Report 2011 9


Evaluation of 2011 action plans<br />

◾ Streng<strong>the</strong>ning of <strong>the</strong> Company profile<br />

10<br />

<strong>TenCate</strong> has streng<strong>the</strong>ned its profile, including <strong>through</strong> advertising<br />

and specialist publications in <strong>the</strong> US media, partly because a large<br />

proportion of revenues are generated in America. The main thrust<br />

involved raising awareness of <strong>the</strong> protection characteristics of<br />

<strong>TenCate</strong> products, <strong>TenCate</strong>’s relationship with fellow companies in<br />

<strong>the</strong> US textile industry involved as part of <strong>the</strong> <strong>value</strong> chain in <strong>the</strong><br />

production process for <strong>TenCate</strong> Defender M. At <strong>the</strong> beginning<br />

of 2011, <strong>the</strong> waiver under <strong>the</strong> US Berry Amendment (import<br />

exemption for non-US goods) was extended until 2015. The U.S.<br />

Congress granted a permanent waiver at <strong>the</strong> end of 2011.<br />

◾ Reinforcement of sustainability concept and introduction of<br />

measurable performance indicators<br />

In line with previous initiatives, good progress was made in 2011 in<br />

reinforcing <strong>the</strong> sustainability policy by means of corporate social<br />

responsibility. <strong>TenCate</strong> is focusing increasingly on making <strong>the</strong> CSR<br />

policy more measurable and visible. At <strong>the</strong> same time, customers<br />

are increasingly demanding more sustainable products.<br />

The following are examples of individual projects that have been<br />

started or completed:<br />

◾ The new process ecotool is being used in market groups in<br />

<strong>the</strong> Ne<strong>the</strong>rlands;<br />

◾ The new product ecotool has determined <strong>the</strong> detailed CO 2 footprint<br />

of <strong>TenCate</strong> Geotube ® ;<br />

◾ Various sustainability and quality certification processes were<br />

completed or extended in <strong>the</strong> Ne<strong>the</strong>rlands and abroad;<br />

◾ A substantial number of innovation projects have sustainability<br />

as a main or sub-<strong>the</strong>me;<br />

◾ <strong>TenCate</strong>’s sponsorship projects in <strong>the</strong> Ne<strong>the</strong>rlands and abroad<br />

are demonstrating <strong>the</strong> company’s social involvement.<br />

Royal Ten Cate<br />

◾ Longer-term profit growth<br />

Various business development projects have been assigned<br />

strategic priority. This has resulted in a particular focus. <strong>TenCate</strong><br />

has a number of attractive possibilities, which can contribute<br />

a major share of future growth or give rise to <strong>the</strong> technological<br />

renewal that will streng<strong>the</strong>n <strong>TenCate</strong>’s market position.<br />

The following are examples:<br />

◾ Digital finishing by means of inkjet technology;<br />

◾ Woven syn<strong>the</strong>tic turf systems / integrated syn<strong>the</strong>tic turf systems;<br />

◾ <strong>TenCate</strong> ABDS active blast countermeasure system;<br />

◾ Expansion of <strong>the</strong> <strong>TenCate</strong> Cetex ® product portfolio (<strong>the</strong>rmoplastic<br />

composites).<br />

◾ Implementation of emerging markets strategy<br />

<strong>TenCate</strong> is streng<strong>the</strong>ning its market position and presence<br />

in emerging markets. This is a gradual process, preceded by<br />

a thorough analysis of <strong>the</strong> market structure and <strong>the</strong> potential<br />

partners operating in it. In view of <strong>the</strong> risks and turnaround times,<br />

a greenfield operation is usually a good option. The acquisition<br />

of Emas Kiara (geosyn<strong>the</strong>tics, Malaysia) was completed at <strong>the</strong><br />

beginning of 2011, considerably increasing <strong>TenCate</strong>’s market share<br />

in <strong>the</strong> region. The protective fabrics activities for <strong>the</strong> Asian market<br />

were streng<strong>the</strong>ned from <strong>the</strong> Bangkok site (<strong>TenCate</strong> – Union<br />

Protective Fabrics, Thailand). A co-operation agreement was<br />

signed with Chinamex (China) for <strong>the</strong> Chinese market.<br />

The management of <strong>TenCate</strong> Pacific in Hong Kong was<br />

streng<strong>the</strong>ned at <strong>the</strong> end of 2011.


◾ Continuation of <strong>the</strong> buy & build strategy<br />

<strong>TenCate</strong> has announced an ambitious growth objective for <strong>the</strong><br />

years ahead, with a revenue target of approximately € 2 billion.<br />

Value creation is being boosted by acquisitions, <strong>the</strong> streng<strong>the</strong>ning<br />

of existing activities and <strong>the</strong>ir profitability and market<br />

development.<br />

Product, market and technology developments were structured<br />

more efficiently in 2011. There is good internal co-operation and<br />

a stronger involvement and commitment on <strong>the</strong> part of <strong>the</strong> market<br />

groups in selecting <strong>the</strong> strategic growth possibilities. Projects are<br />

being initiated on <strong>the</strong> basis of a clear market vision and growth<br />

objective.<br />

◾ Leading role in <strong>the</strong> consolidation of <strong>the</strong> syn<strong>the</strong>tic turf market<br />

In <strong>TenCate</strong>’s syn<strong>the</strong>tic turf activities, attention is increasingly<br />

shifting from <strong>the</strong> product (<strong>the</strong> components of a syn<strong>the</strong>tic turf<br />

system) to <strong>the</strong> required results for <strong>the</strong> user (system solutions).<br />

This approach is increasingly centred on quality, durability,<br />

performance and safety for players. Strategic co-operation with<br />

market participants (knowledge integration) is essential in this<br />

regard. The creation of an international marketing and sales<br />

network linked to <strong>the</strong> production of syn<strong>the</strong>tic turf fibres and carpet<br />

backing is expected to be completed in 2012.<br />

◾ New uses for <strong>TenCate</strong> materials<br />

The automotive industry is one of <strong>the</strong> most important new areas<br />

for <strong>the</strong> use of <strong>TenCate</strong> materials. The industry is increasingly<br />

realising that in <strong>the</strong> near future markets will need light, highperformance<br />

materials which can be incorporated in large volumes<br />

in industrial manufacturing processes. <strong>TenCate</strong> is one of <strong>the</strong> few<br />

companies in <strong>the</strong> composites sector to have many years of<br />

experience in <strong>the</strong> aircraft industry in both <strong>the</strong> production and<br />

processing of <strong>the</strong>rmoplastic composites for secondary and primary<br />

structural components as well as interior applications (<strong>TenCate</strong><br />

Cetex ® ). At <strong>the</strong> end of 2011, <strong>TenCate</strong> began to form <strong>the</strong> Industrial<br />

Composites group, <strong>the</strong> third pillar in <strong>the</strong> composites group<br />

alongside <strong>the</strong> existing space and aerospace composites and<br />

armour materials groups.<br />

◾ Profit improvement at Xennia Technology<br />

The positive revenue growth at Xennia Technology has not yet led<br />

to a rising profit trend, because development and patent costs are<br />

still relatively high. Research & development activities for third<br />

parties (contract research) have been considerably reduced as a<br />

result of <strong>the</strong> policy focused on profit growth. Xennia Technology is<br />

now serving a growing number of international markets jointly with<br />

and <strong>through</strong> third parties.<br />

Annual Report 2011 11


Vision, mission, strategy and objectives<br />

VISION<br />

<strong>TenCate</strong> develops and produces functional materials which are<br />

distinctive in terms of <strong>the</strong>ir characteristics. <strong>TenCate</strong> focuses on<br />

worldwide trends in <strong>the</strong> field of safety / protection and sustainability /<br />

environment, as well as derivative <strong>the</strong>mes, which promote <strong>the</strong> growth<br />

of <strong>the</strong> company.<br />

Markets demand specific critical functionalities to meet specific needs,<br />

which are usually determined by standardisation or legislation and<br />

regulations. Safety / protection and sustainability / environment are<br />

trends that are tightly regulated worldwide.<br />

<strong>TenCate</strong> USA welcomes members<br />

of US Congress and Dutch ambassador<br />

Members of <strong>the</strong> United States Congress paid working visits to<br />

<strong>TenCate</strong> Geosyn<strong>the</strong>tics in Pendergrass (Georgia) and <strong>TenCate</strong><br />

Advanced Armour in Hebron (Ohio) in August 2011. In Pendergrass<br />

<strong>the</strong>y discussed <strong>the</strong> characteristics and applications of geosyn<strong>the</strong>tics<br />

in areas such as infrastructure projects. In Hebron <strong>the</strong>y learned<br />

about armour applications and projects in <strong>the</strong> field of vehicle<br />

and personal protection. <strong>TenCate</strong> Protective Fabrics in Union City<br />

(Georgia) also welcomed Renée Jones-Bos, <strong>the</strong> Ne<strong>the</strong>rlands’<br />

ambassador to <strong>the</strong> United States, in November. This working visit<br />

also served to streng<strong>the</strong>n <strong>the</strong> economic and cultural ties between<br />

<strong>the</strong> Ne<strong>the</strong>rlands and Georgia.<br />

12<br />

Royal Ten Cate<br />

<strong>TenCate</strong> operates in <strong>the</strong> field of material science. Technological<br />

development is an important means of complying with standards<br />

and meeting requirements or adjusting standards in such a way<br />

that progress can be made in terms of functionalities.<br />

<strong>TenCate</strong> products are used in systems. <strong>TenCate</strong> increasingly provides<br />

<strong>the</strong> overall solution, ei<strong>the</strong>r independently or in co-operation with<br />

partners.<br />

MISSION<br />

Progress is one of <strong>the</strong> principal motives of <strong>TenCate</strong>. The company<br />

aims to be a leader in providing sustainable solutions for complex<br />

requirements relating to personal protection and protection of <strong>the</strong><br />

personal environment. <strong>TenCate</strong> has secured a leading position in<br />

its markets worldwide, partly as a result of its broad technological<br />

competence.<br />

STRATEGY<br />

<strong>TenCate</strong>’s strategy is based on <strong>the</strong> concept of global <strong>value</strong> chain<br />

management. On this basis <strong>TenCate</strong> works with numerous links in<br />

<strong>the</strong> chain in sustainable growth markets. The four cornerstones of<br />

this policy are:<br />

1. End-user marketing and an industrial intellectual property policy;<br />

2. Product differentiation, targeted at specific applications and<br />

customer requirements;<br />

3. Technological innovation;<br />

4. Cost leadership.


OBJECTIVES<br />

QUALITATIVE STRATEGIC OBJECTIVES<br />

◾ Creation of shareholder <strong>value</strong> <strong>through</strong> profitable growth based on<br />

our knowledge, skill and internal synergy. In this way we can fulfil<br />

our social responsibilities, from economic, environmental and<br />

social perspectives.<br />

◾ Achievement of critical mass in product-market-technology<br />

combinations by securing leading positions in worldwide market<br />

niches.<br />

◾ Achievement of a healthy financial position with sufficient<br />

strength for acquisitions.<br />

◾ Management of a balanced portfolio of activities, in which<br />

product-market-technology combinations differ in terms of growth<br />

opportunities and risk profile.<br />

◾ Stimulation of an open, creative and enterprising culture for<br />

change, renewal and progress.<br />

◾ Management of a global commercial organisation which thinks<br />

in terms of (system) solutions within <strong>the</strong> overall <strong>value</strong> chain.<br />

FINANCIAL STRATEGIC OBJECTIVES<br />

◾ The net capital employed must generate a sufficient return.<br />

The operating result before amortisation as a percentage of<br />

average net capital employed must be at least 15%.<br />

◾ The financial position must be sufficiently solid. The ratio of net<br />

interest-bearing debt to <strong>the</strong> operating result before depreciation<br />

and amortisation (EBITDA) must be structurally lower than 2.5.<br />

◾ The target of 10% annual profit growth is based on EBITA<br />

(operating result before amortisation). To this end, <strong>the</strong> buy & build<br />

strategy will be pursued. Higher added <strong>value</strong> and efficiency are<br />

also necessary, since <strong>the</strong> organic growth of <strong>the</strong> core activities is<br />

expected to be below 10% on average.<br />

◾ An appropriate profit margin must be achieved. The consolidated<br />

EBITA margin must rise to at least 10%.<br />

Achievement of targets:<br />

Target Actual<br />

Return on average net capital employed > 15% 13.1%<br />

Debt ratio (debt / EBITDA) < 2.5 2.12<br />

EBITA growth at least 10% > 10% 20.6%<br />

EBITA margin > 10% 9.0%<br />

Annual Report 2011 13


Foreword by <strong>the</strong> Chairman<br />

of <strong>the</strong> Executive Board<br />

SUBSTANTIAL REVENUE AND PROFIT GROWTH<br />

In 2011, <strong>TenCate</strong> successfully maintained <strong>the</strong> recovery which had<br />

begun in 2010, with a fur<strong>the</strong>r strong rise in revenues and profit.<br />

Revenues and net profit amounted to € 1,138.8 million (+ 16%) and<br />

€ 58.7 million (+ 28%) respectively. The growth was achieved despite<br />

continued challenging economic conditions, mainly thanks to <strong>TenCate</strong>’s<br />

leading product, market and technology positions in <strong>the</strong> niche markets<br />

in which <strong>the</strong> company operates worldwide.<br />

Although growth was achieved across a wide base, <strong>the</strong>re was a<br />

substantial contribution from <strong>the</strong> Protective Fabrics market group.<br />

This was one of <strong>the</strong> fastest-growing product groups in 2011 as a result<br />

of <strong>the</strong> successful product differentiation policy (including <strong>TenCate</strong><br />

Tecasafe Plus and <strong>TenCate</strong> Defender M). Fur<strong>the</strong>r internationalisation<br />

(Asia and South America) also contributed to <strong>the</strong> continuing growth.<br />

INTERNATIONAL PROFILE<br />

Looking back, it can be seen that <strong>TenCate</strong> has succeeded in constantly<br />

streng<strong>the</strong>ning its market position by means of <strong>the</strong> buy & build strategy.<br />

This was <strong>the</strong> case again in 2011, mainly as a result of <strong>the</strong> market focus<br />

on materials that enable <strong>the</strong> Company to anticipate market trends on<br />

<strong>the</strong> basis of <strong>the</strong> right <strong>value</strong> <strong>proposition</strong>.<br />

<strong>TenCate</strong> is able to project a highly distinctive international profile,<br />

partly due to <strong>the</strong> company’s ground-breaking approach based on<br />

technological innovation and product differentiation. That makes<br />

<strong>TenCate</strong> an attractive partner for innovation and product and market<br />

development. Examples of this are <strong>the</strong> technological developments<br />

in Xennia Technology in <strong>the</strong> field of digital textile finishing and <strong>the</strong><br />

developments with regard to <strong>the</strong> <strong>TenCate</strong> ABDS active blast<br />

countermeasure system. <strong>TenCate</strong> is also viewed as an attractive<br />

partner in <strong>the</strong> field of <strong>the</strong>rmoplastic composites (<strong>TenCate</strong> Cetex ® ).<br />

<strong>TenCate</strong> also fulfilled a pioneering role in crucial knowledge areas in<br />

<strong>the</strong> past, including in developments in <strong>the</strong> field of syn<strong>the</strong>tic turf and<br />

<strong>the</strong>rmoplastic composites. This has resulted in pre-eminent market<br />

leadership. As a connecting factor within <strong>TenCate</strong>, <strong>the</strong> technology<br />

position constantly gives rise to new possibilities in <strong>the</strong> market.<br />

The worldwide market trends of safety and sustainability once again<br />

generated a positive market climate overall in 2011.<br />

14<br />

Royal Ten Cate<br />

<strong>TenCate</strong> operates in <strong>the</strong> international market in general as<br />

a transnational company * . Characteristic features of this role include<br />

a strong internal network structure and mutual exchanges of<br />

information, with <strong>the</strong> company positioning its products strongly in local<br />

markets. Gearing product specifications to local requirements or<br />

specific market groups is crucial and also leads to fragmentation<br />

of markets or market niches. In this regard, <strong>TenCate</strong> exhibits strong<br />

features of a global enterprise in <strong>the</strong> fields of finance, marketing/<br />

branding and end-user marketing. <strong>TenCate</strong> also has purchasing and<br />

production advantages based on worldwide access to commodities<br />

markets and economies of scale. This international profile, which<br />

combines <strong>the</strong> best of both worlds, is important in order to achieve<br />

continuing growth, particularly at <strong>the</strong> present time.<br />

VALUE PROPOSITION FOR THE MARKET<br />

Value creation is a central <strong>the</strong>me of this annual report, because it plays<br />

a major role in numerous market <strong>proposition</strong>s. <strong>TenCate</strong>’s development<br />

processes are characterised by a pragmatic approach, reliability and<br />

thorough knowledge and experience. With its broad knowledge base<br />

in <strong>the</strong> field of textile technology combined with chemicals (material<br />

science), <strong>TenCate</strong> is a unique technology company. This annual report<br />

seeks particularly to highlight <strong>the</strong> activities that have been and are<br />

being developed in order to gear <strong>the</strong> technological lead and product<br />

differentiation to <strong>the</strong> marketplace as far as possible by adopting an<br />

outside-in approach.<br />

‘Materials that make a difference’ is a promise to <strong>the</strong> market.<br />

<strong>TenCate</strong>’s market increasingly puts <strong>the</strong> end-user at <strong>the</strong> centre.<br />

Although <strong>the</strong> company operates in a business-to-business<br />

environment, end-user marketing is a characteristic success factor.<br />

The aim is to create <strong>value</strong> for <strong>the</strong> end-user. In markets dominated<br />

by specifications, standards and product criteria, which are usually<br />

determined by government bodies, this aspect is of great importance.<br />

Particularly when government budgets are being cut, systems which<br />

save costs in <strong>the</strong> short or long term offer positive results. Against this<br />

backdrop increasing importance is being attributed to sustainability<br />

and social and ethical criteria in end-markets. <strong>TenCate</strong> <strong>the</strong>refore also<br />

incorporates <strong>the</strong>se aspects into <strong>the</strong> overall <strong>proposition</strong>. Fur<strong>the</strong>r<br />

information on this can be found in this report.<br />

* Research by <strong>the</strong> University of Amsterdam (under <strong>the</strong> supervision of A.H.L. Slangen),<br />

December 2010.


MARKET THEMES<br />

<strong>TenCate</strong>’s main market <strong>the</strong>mes are focused on <strong>the</strong> safety of people and<br />

<strong>the</strong>ir surroundings and sustainability/environment. During <strong>the</strong> past year<br />

a great deal of attention was devoted to <strong>the</strong> fact that a substantial<br />

part of <strong>TenCate</strong>’s revenues are linked to government budgets. Although<br />

such budgets have been under pressure for a long time, considerable<br />

growth was never<strong>the</strong>less achieved in 2011. First, safety and protection<br />

worldwide remain a strong focus of attention. Tighter budgets mean<br />

that solutions will be analysed more critically in <strong>the</strong> future. The market<br />

is becoming increasingly aware of innovative solutions which save<br />

costs and/or are more sustainable than traditional methods. <strong>TenCate</strong>’s<br />

focus on technology-driven solutions offers added <strong>value</strong>. In developing<br />

economies in particular, <strong>the</strong>re is a notable trend towards giving<br />

preference to new technologies and/or materials. An acceleration is<br />

taking place in <strong>the</strong> launch of new products and systems (fast pull).<br />

<strong>TenCate</strong> is an innovative company. Around one-quarter of <strong>TenCate</strong>’s<br />

revenues are generated from products introduced within <strong>the</strong> previous<br />

three years. In <strong>the</strong> future too, <strong>TenCate</strong> has great potential in terms<br />

of new or recently developed products and promising opportunities<br />

which can ultimately offset <strong>the</strong> possible effects of tighter government<br />

budgets. Innovation and <strong>the</strong> continuous process of renewal are<br />

constantly throwing up new challenges in attractive markets.<br />

That makes <strong>TenCate</strong> a unique company.<br />

PEOPLE<br />

‘People make a difference’ is <strong>the</strong> internal version of <strong>the</strong> <strong>TenCate</strong> creed<br />

applied in <strong>the</strong> company’s human resources policy. The management<br />

development and succession policy was closely scrutinised in 2011.<br />

The associated policy implementation will be tightened up during <strong>the</strong><br />

coming year, with a greater degree of rotation among organisational<br />

units in order to make optimum use of <strong>TenCate</strong>’s strength. Good<br />

knowledge of <strong>the</strong> management of <strong>the</strong> whole company and of its<br />

internal capabilities will make it possible to react rapidly to market<br />

opportunities and mobilise internal knowledge.<br />

The management in Asia in particular has been streng<strong>the</strong>ned in order<br />

to respond more effectively to developments in <strong>the</strong> Chinese market.<br />

Operational reinforcements have also been carried out in various<br />

areas, particularly commerce, in order to accelerate international<br />

growth.<br />

I would like to express my thanks to all employees for <strong>the</strong>ir<br />

commitment and <strong>the</strong> growth achieved during <strong>the</strong> past financial year.<br />

L. de Vries, President and CEO<br />

Annual Report 2011 15


The <strong>TenCate</strong> share<br />

SHARE LISTING<br />

The <strong>TenCate</strong> share is listed on NYSE Euronext Amsterdam and forms<br />

part of <strong>the</strong> AMX index. The share is actively followed by <strong>the</strong> leading<br />

banks and securities houses operating in Dutch / European smalland<br />

midcap stocks.<br />

<strong>TenCate</strong> stock options were reintroduced in 2011 after a number<br />

of years’ absence.<br />

As at 31 December 2011, 25,928,914 ordinary <strong>TenCate</strong> shares were in<br />

issue, each of a par <strong>value</strong> of € 2.50. The closing price of <strong>the</strong> share was<br />

€ 21.26.<br />

The average daily trading volume on NYSE Euronext rose from 58,406<br />

to 74,132 shares. The trading volume on <strong>the</strong> alternative trading<br />

platforms also increased.<br />

INVESTOR RELATIONS POLICY AND COMMUNICATION<br />

Although <strong>TenCate</strong>’s performance led to a clear improvement compared<br />

to 2010, <strong>the</strong> share price fell particularly in <strong>the</strong> second half of <strong>the</strong> year.<br />

Apart from <strong>the</strong> general stock market climate, <strong>the</strong> <strong>TenCate</strong> share was<br />

affected by <strong>the</strong> assumed effect of <strong>the</strong> expected cuts in US government<br />

budgets in particular. <strong>TenCate</strong> gave a series of presentations in order<br />

to communicate transparently on this subject and place it in a broader<br />

perspective.<br />

Various roadshows were held in <strong>the</strong> Ne<strong>the</strong>rlands and abroad during <strong>the</strong><br />

reporting year (including in <strong>the</strong> United States of America, <strong>the</strong> United<br />

Kingdom, France and Germany), streng<strong>the</strong>ning <strong>the</strong> dialogue with<br />

shareholders, analysts and o<strong>the</strong>r parties interested in <strong>TenCate</strong>.<br />

The annual meeting provided an excellent platform for a lively dialogue<br />

Source NYSE Euronext<br />

ISIN code NL 0000375731<br />

Reuters code NTCN.AS<br />

Bloomberg code KTC.NA<br />

16<br />

Royal Ten Cate<br />

◾ KTC<br />

◾ AEX<br />

◾ AMX<br />

◾ AsCX<br />

34<br />

32<br />

30<br />

28<br />

26<br />

24<br />

22<br />

20<br />

18<br />

16<br />

with numerous interest organisations, including <strong>the</strong> Dutch Investors’<br />

Association (VEB) and <strong>the</strong> Dutch Association of Investors for<br />

Sustainable Development (VBDO).<br />

The communication with <strong>the</strong> various stakeholders <strong>through</strong> <strong>TenCate</strong>’s<br />

updated txtures magazine is greatly appreciated. The magazine covers<br />

topical subjects, provides background information on <strong>TenCate</strong>’s<br />

activities around <strong>the</strong> world and provides links to <strong>the</strong> various <strong>TenCate</strong><br />

websites. The increase in communication aimed at business markets<br />

also attracted a growing number of visitors to <strong>the</strong> <strong>TenCate</strong> websites.<br />

DIVIDEND POLICY AND PROPOSED DIVIDEND<br />

<strong>TenCate</strong> aims to achieve fur<strong>the</strong>r growth in its core markets and for<br />

many years has been pursuing its buy & build strategy whereby growth<br />

is achieved <strong>through</strong> complementary acquisitions.<br />

A constant line of conduct is maintained with <strong>the</strong> distribution<br />

percentage based on approximately 40% of net profit. <strong>TenCate</strong> applies<br />

<strong>the</strong> principle of optional dividend.<br />

In respect of <strong>the</strong> 2011 financial year it is proposed to set <strong>the</strong> dividend<br />

at € 0.95 per € 2.50 par <strong>value</strong> share, payable at shareholders’ discretion<br />

in shares as a charge to <strong>the</strong> share premium reserve or in cash.<br />

14<br />

JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC


Number of shares in issue<br />

Number of shares in issue on 31 December 2010 25,501,907<br />

Increase in share capital as a result of stock dividend 427,007<br />

Number of shares in issue on 31 December 2011 25,928,914<br />

Changes in <strong>the</strong> number of shares in issue 2011 2010<br />

Par <strong>value</strong> € 2.50 € 2.50<br />

Lowest price € 18.75 € 17.30<br />

Highest price € 32.02 € 28.83<br />

Closing price € 21.26 € 28.00<br />

Earnings per share € 2.31 € 1.84<br />

Dividend per share € 0.95 € 0.75<br />

DISCLOSURE OF MAJOR HOLDINGS<br />

IN LISTED COMPANIES ACT<br />

The register maintained by <strong>the</strong> Ne<strong>the</strong>rlands Authority for <strong>the</strong> Financial<br />

Markets (AFM) in connection with <strong>the</strong> disclosure of major holdings<br />

in listed companies contains details of <strong>the</strong> following investors with<br />

interests of over 5% (source: AFM). It is almost unchanged in<br />

comparison with <strong>the</strong> previous year.<br />

Name Date of disclosure Percentage<br />

Delta Lloyd N.V. 6 May 2011 5.67%<br />

Kempen Oranje Participaties N.V. 1 January 2010 6.34%<br />

Ameriprise Financial Inc 1 May 2010 7.69%<br />

Schroders plc 27 October 2009 8.25%<br />

Delta Lloyd Deelnemingen Fonds N.V. 22 June 2010 10.16%<br />

Approximately two-thirds of <strong>the</strong> shares in issue are held by<br />

institutional investors who hold substantial shareholdings for relatively<br />

long periods (<strong>value</strong>/growth investors). In <strong>the</strong> geographical distribution<br />

a shift can be seen to predominantly Dutch investors. This is not<br />

a deliberate policy, but <strong>the</strong> result of an overall reduction in interest<br />

among Anglo-Saxon investors in European stocks, partly as a result<br />

of currency developments.<br />

OPTION PLAN, SHAREHOLDINGS OF PERSONNEL<br />

AND EXECUTIVE BOARD<br />

Details of <strong>the</strong> option plan and shareholdings of managers and members<br />

of <strong>the</strong> Executive Board can be found on page 128 of this annual report.<br />

The shares repurchased by <strong>the</strong> company relate to <strong>the</strong> hedging of<br />

granted options.<br />

Important dates in 2012<br />

Publication of 2011 full-year figures 29 February<br />

Annual General Meeting of Shareholders 19 April<br />

Ex-dividend date 23 April<br />

Record date: determination of dividend entitlements 25 April<br />

Option period for cash or stock dividend 26 April to 14 May<br />

Publication of trading update for first quarter of 2012 27 April<br />

Payment of dividend / delivery of shares (stock) 16 May<br />

Publication of half-year figures 2012 27 July<br />

Publication of trading update for third-quarter of 2012 26 October<br />

Geographic spread of shareholdings in 2011 in per cent<br />

23%<br />

9%<br />

7%<br />

4% 2%<br />

5%<br />

50%<br />

◾ Belgium<br />

◾ France<br />

◾ Germany / Switzerland<br />

◾ Ne<strong>the</strong>rlands<br />

◾ Scandinavia<br />

◾ United Kingdom<br />

◾ United States<br />

Annual Report 2011 17


<strong>Connected</strong> by <strong>the</strong> <strong>value</strong> <strong>proposition</strong><br />

VALUE CHAIN MANAGEMENT AND VALUE PROPOSITION<br />

<strong>TenCate</strong> applies <strong>the</strong> <strong>value</strong> chain management business model. This<br />

determines how <strong>TenCate</strong> – based on its position in <strong>the</strong> <strong>value</strong> chain –<br />

creates <strong>value</strong>, establishes <strong>value</strong> in products and systems and adds<br />

<strong>value</strong> to customer-focused system solutions. The end-user is central<br />

in this process. When a product is developed into a system solution,<br />

end-user marketing becomes increasingly important.<br />

It is necessary to offer end-users recognisable added <strong>value</strong> in order to<br />

occupy a sustained, strong competitive position in <strong>the</strong> production and<br />

marketing chain. This <strong>value</strong> <strong>proposition</strong> is a set of ‘promises’ which <strong>the</strong><br />

company must fulfil in order to solve a problem faced by a customer or<br />

group of customers. The added <strong>value</strong> of a product or system is usually<br />

based on end-users’ existing or evolving requirements resulting from<br />

legislation and/or regulations. The end-user translates <strong>the</strong> <strong>value</strong><br />

<strong>proposition</strong> into tangible advantages, such as price-performance<br />

ratios, delivery reliability and <strong>the</strong> ability to meet individual<br />

requirements.<br />

<strong>TenCate</strong>’s main target groups are government bodies, o<strong>the</strong>r authorities<br />

and representatives of customer groups which determine<br />

specifications for protective materials. It is important to have an input<br />

into <strong>the</strong> setting or amendment of standards and regulations. It is also<br />

possible to anticipate requirements such as recycling, CO2 reduction<br />

and cost limitation in processes within <strong>the</strong> rest of <strong>the</strong> production and<br />

marketing chain.<br />

MASS CUSTOMISATION<br />

An important new market trend is mass customisation, i.e. providing<br />

customised products and services to meet <strong>the</strong> wishes and<br />

requirements of individual users. In <strong>the</strong> European market in particular<br />

<strong>the</strong>re are non-uniform regulations and standards. Products have to be<br />

adapted to local requirements. There are also significant differences<br />

between, for example, product requirements in <strong>the</strong> United States and<br />

those of <strong>the</strong> rest of <strong>the</strong> world. As a global player, <strong>TenCate</strong> is ideally<br />

placed to meet this need. There will even be a growing requirement<br />

for individualised products. The developments in <strong>the</strong> field of inkjet<br />

technology are a response to this trend, while economies of scale are<br />

being maintained. This new technological development is an important<br />

part of <strong>TenCate</strong>’s future <strong>value</strong> <strong>proposition</strong>.<br />

18<br />

Royal Ten Cate<br />

SOLUTION PROVIDER<br />

Major <strong>value</strong> drivers at present are price/cost reduction, environmental<br />

factors, individualisation, reliability of <strong>the</strong> solution and <strong>the</strong> potential<br />

for cost savings. Integrated solutions are increasingly being offered,<br />

involving forms of co-operation or co-creation in <strong>the</strong> <strong>value</strong> chain.<br />

The <strong>TenCate</strong> Defender M product concept is a clear example of<br />

co-creation, attractive price-performance ratios and <strong>the</strong> provision<br />

of a reliable solution.<br />

> Whereas o<strong>the</strong>r suppliers have ideas<br />

for product development, <strong>TenCate</strong><br />

Protective Fabrics can actually turn<br />

<strong>the</strong>m into reality. <<br />

<strong>TenCate</strong> Protective Fabrics, Marketing department<br />

MARKET TRENDS AND MARKET SELECTION<br />

<strong>TenCate</strong> develops and produces functional materials which have to<br />

meet specified rules, standards and customer specifications. <strong>TenCate</strong><br />

focuses particularly on markets governed by standards on safety and<br />

protection of people and <strong>the</strong>ir environment. Sustainability and<br />

environmental standards are becoming increasingly important and<br />

numerous. <strong>TenCate</strong> is responding expressly to this trend by intensifying<br />

its CSR policy.<br />

The technology component is <strong>the</strong> connecting factor across <strong>the</strong><br />

company that underpins <strong>the</strong> selection of markets in which <strong>TenCate</strong> can<br />

occupy distinctive positions.<br />

PRODUCT CHAMPIONS<br />

The structural focus on added <strong>value</strong>, both within <strong>the</strong> production and<br />

marketing chain and in customer-focused solutions, will lead to a<br />

gradual rise in margins. The aim of this is to create product champions.<br />

These systems/solutions have <strong>the</strong> lowest costs in a particular market<br />

segment and offer <strong>the</strong> highest-quality solution. If <strong>the</strong> market attributes<br />

a great deal of <strong>value</strong> to a <strong>value</strong> <strong>proposition</strong> and <strong>the</strong> product also has a<br />

relatively low-cost structure or generates cost advantages for users,<br />

<strong>the</strong> precondition for a product champion is fulfilled.


FROM PRODUCT TO SOLUTION<br />

The provision of solutions fits in with <strong>the</strong> concept of <strong>the</strong> <strong>value</strong><br />

<strong>proposition</strong>. Using targeted channels in business-to-business and<br />

specialist media, <strong>TenCate</strong> communicates mainly on solutions created<br />

with <strong>TenCate</strong> materials. There is increasing co-operation with o<strong>the</strong>r<br />

technologies to create multifunctional systems. The solution-focused<br />

approach also leads to a gradual change in <strong>the</strong> sales organisation, with<br />

co-operation taking place with market participants and specialists<br />

offering various full or partial solutions and operators offering specific<br />

access to international markets.<br />

It is in <strong>the</strong> syn<strong>the</strong>tic turf market that <strong>the</strong> most extensive form of<br />

co-operation takes place. This market is witnessing increasing<br />

integration within <strong>the</strong> production and marketing chain to accelerate<br />

developments and raise <strong>the</strong> quality of <strong>the</strong> overall end-product (<strong>the</strong><br />

syn<strong>the</strong>tic turf system). Co-operation also takes place in <strong>the</strong> <strong>TenCate</strong><br />

Geosyn<strong>the</strong>tics market group with engineering firms, installers and<br />

specialist companies, particularly in <strong>the</strong> fields of monitoring and<br />

detection, environment and water management.<br />

A key development is <strong>the</strong> increasing demand for weight-saving and<br />

environmental awareness in <strong>the</strong> automotive industry. <strong>TenCate</strong><br />

materials (composites) and <strong>the</strong> technology position contribute to <strong>the</strong><br />

required solution. The use of new materials will also lead to changes in<br />

VALUE PROPOSITION<br />

For <strong>TenCate</strong>, <strong>the</strong> added <strong>value</strong> with regard to <strong>the</strong> distinctive position<br />

in <strong>the</strong> <strong>value</strong> chain lies mainly in:<br />

◾ Worldwide access to raw materials, such as fibres;<br />

◾ The extensive technological base;<br />

◾ Breadth of <strong>the</strong> product portfolio and branding;<br />

◾ The advantages of <strong>the</strong> various system solutions;<br />

◾ Short supply lines to <strong>the</strong> market (rapid response time) <strong>through</strong><br />

an international network of production and sales locations;<br />

◾ Economies of scale;<br />

◾ Knowledge positions and intellectual property;<br />

◾ Reliability as a partner (track record, financial soundness,<br />

quality image, solution provider);<br />

◾ Dedication to innovation and development (often jointly with<br />

market participants).<br />

<strong>the</strong> production processes. By working with parties in <strong>the</strong> <strong>value</strong> chain,<br />

<strong>TenCate</strong> can support and facilitate <strong>the</strong> required development and<br />

sustainability as a material producer.<br />

INNOVATION AND CO-CREATION<br />

The continuing focus on innovation is part of <strong>the</strong> <strong>value</strong> <strong>proposition</strong>.<br />

Here too, <strong>the</strong>re is a joint approach with customer groups, knowledge<br />

institutions or <strong>value</strong> chain partners. Co-creation is becoming<br />

increasingly important in order to introduce joint <strong>value</strong> <strong>proposition</strong>s.<br />

<strong>TenCate</strong> takes part in various co-operation initiatives, such as TAPAS<br />

and TPRC (composite solutions), OICAM (Open Innovation Centre for<br />

Advanced Materials) and AMMON (Innovation Centre for Advanced<br />

Materials Manufacturing in <strong>the</strong> East of <strong>the</strong> Ne<strong>the</strong>rlands).<br />

<strong>TenCate</strong> Geosyn<strong>the</strong>tics involved in<br />

decontamination of Volgermeer Polder<br />

The Volgermeer Polder, which was once a landfill site for polluted<br />

domestic and industrial waste, has been cleaned up and turned<br />

into a nature reserve. The waste has been safely covered with foil,<br />

drainage fabric, soil and water. The drainage fabric absorbs <strong>the</strong><br />

gas that builds up in <strong>the</strong> landfill waste. With <strong>the</strong> aid of <strong>TenCate</strong><br />

Geotube ® , clean sludge was converted into a natural cap (a layer<br />

of clean soil) on top of <strong>the</strong> seal. <strong>TenCate</strong> GeoDetect ® , a geotextile<br />

system equipped with sensors, is used to monitor <strong>the</strong> seal on <strong>the</strong><br />

waste in one of <strong>the</strong> basins that were created on top of <strong>the</strong> natural<br />

cap. This is <strong>the</strong> largest soil remediation operation in Dutch history.<br />

Annual Report 2011 19


Report of <strong>the</strong> Supervisory Board<br />

ANNUAL REPORT<br />

We hereby present <strong>the</strong> 2011 annual report as prepared by <strong>the</strong><br />

Executive Board, incorporating <strong>the</strong> financial statements. The financial<br />

statements have been audited by KPMG Accountants NV and were<br />

discussed with <strong>the</strong> Executive Board on 28 February 2012, in <strong>the</strong><br />

presence of <strong>the</strong> auditor. The unqualified auditor’s report is included<br />

in this report in ‘O<strong>the</strong>r information’.<br />

We are of <strong>the</strong> opinion that <strong>the</strong> annual report fulfils <strong>the</strong> transparency<br />

requirements and forms a good basis on which <strong>the</strong> Supervisory Board<br />

can account for its supervision.<br />

We propose that you adopt <strong>the</strong> financial statements, approve <strong>the</strong><br />

dividend proposal and grant discharge to <strong>the</strong> Executive Board in<br />

respect of its policy and to <strong>the</strong> Supervisory Board in respect of its<br />

supervision.<br />

COMPOSITION<br />

No changes took place in <strong>the</strong> composition of <strong>the</strong> Supervisory Board<br />

in 2011.<br />

SUPERVISION<br />

The Supervisory Board held plenary meetings with <strong>the</strong> Executive Board<br />

on seven occasions in 2011, on <strong>the</strong> basis of a fixed schedule. It also<br />

met independently on several occasions. The meetings discussed <strong>the</strong><br />

performance of both <strong>the</strong> Executive Board and <strong>the</strong> individual directors.<br />

The Supervisory Board also assessed its own performance, as well<br />

as that of <strong>the</strong> committees and <strong>the</strong> individual supervisory directors.<br />

All members attended <strong>the</strong> meetings.<br />

During <strong>the</strong> joint meetings, <strong>the</strong> Supervisory Board dealt with subjects<br />

such as <strong>the</strong> strategy of <strong>the</strong> sectors within <strong>TenCate</strong>, <strong>the</strong> SWOT<br />

analyses, risk management, <strong>the</strong> various acquisition proposals, <strong>the</strong><br />

valuation of <strong>TenCate</strong>’s balance sheet and <strong>the</strong> developments in <strong>the</strong><br />

recent acquisitions.<br />

Particular attention was devoted to developments in <strong>the</strong> various parts<br />

of <strong>the</strong> Grass group and <strong>the</strong> improved profitability of <strong>the</strong> <strong>TenCate</strong><br />

businesses in <strong>the</strong> Ne<strong>the</strong>rlands.<br />

<strong>TenCate</strong>’s financial results were discussed each quarter. The first-half<br />

figures for 2011 were discussed in <strong>the</strong> presence of <strong>the</strong> independent<br />

20<br />

Royal Ten Cate<br />

auditor, KPMG. Particular attention was devoted each quarter<br />

to <strong>TenCate</strong>’s debt, investments and working capital.<br />

O<strong>the</strong>r subjects included <strong>the</strong> budgets for 2012 and developments<br />

in government and defence budgets in <strong>the</strong> United States.<br />

The Board deliberated independently of <strong>the</strong> Executive Board on <strong>the</strong><br />

composition and performance of <strong>the</strong> Supervisory Board and <strong>the</strong><br />

performance of <strong>the</strong> Executive Board, as well as on <strong>the</strong> remuneration<br />

of <strong>the</strong> Executive Board.<br />

Board representatives also attended all consultative meetings of <strong>the</strong><br />

central works council. They participated in <strong>the</strong> discussions and took<br />

note of <strong>the</strong> activities and events within <strong>the</strong> company.<br />

CORPORATE GOVERNANCE<br />

The Supervisory Board and <strong>the</strong> Executive Board endorse <strong>the</strong> main<br />

principles of <strong>the</strong> Corporate Governance Code. The company applies this<br />

code in full. The only variations from <strong>the</strong> code within Royal Ten Cate<br />

concern primarily <strong>the</strong> size and nature of <strong>the</strong> company. These variations<br />

and <strong>the</strong> associated interpretations better reflect <strong>TenCate</strong>’s operating<br />

methods. The variations applied by <strong>TenCate</strong> can be viewed on <strong>the</strong><br />

company’s website (www.tencate.com).<br />

INDEPENDENCE<br />

All members of <strong>the</strong> Supervisory Board are independent within <strong>the</strong><br />

meaning of <strong>the</strong> best-practice provisions of <strong>the</strong> Corporate Governance<br />

Code. No <strong>TenCate</strong> shares or options are held by <strong>the</strong> members of <strong>the</strong><br />

Supervisory Board.<br />

COMPOSITION OF THE EXECUTIVE BOARD<br />

At <strong>the</strong> shareholders’ meeting of 21 April 2011, Mr B. Cornelese was<br />

appointed as CFO and as a member of <strong>the</strong> Executive Board, succeeding<br />

Mr J. Lock. We are most grateful to Mr Lock for his wide-ranging<br />

services and contribution to <strong>TenCate</strong> over <strong>the</strong> past years.<br />

COMMITTEES<br />

The Supervisory Board has two committees: <strong>the</strong> financial committee<br />

chaired by Mr E. ten Cate and <strong>the</strong> combined Remuneration, Selection<br />

and Appointments Committee chaired by Mr F. van Vught. Their task is<br />

to analyse subjects within <strong>the</strong>ir specific focal areas and to prepare<br />

decisions to be taken in <strong>the</strong> plenary meetings of <strong>the</strong> Supervisory Board.<br />

There were no changes in <strong>the</strong> composition of <strong>the</strong> committees in 2011.


FINANCIAL COMMITTEE<br />

The Financial Committee met in plenary sessions on four occasions in<br />

2011 to prepare for <strong>the</strong> discussion of <strong>the</strong> 2010 annual figures, <strong>the</strong> 2011<br />

quarterly and half-yearly figures and a number of specific subjects.<br />

Consideration was given to matters such as <strong>TenCate</strong>’s results in 2011,<br />

<strong>the</strong> budget for 2012 and <strong>the</strong> preparations for implementation of <strong>the</strong><br />

functional income statement as of 1 January 2012. The Committee also<br />

discussed <strong>the</strong> impairment test calculations, debt and working capital,<br />

<strong>the</strong> tax position particularly in <strong>the</strong> Ne<strong>the</strong>rlands, <strong>the</strong> policy with regard<br />

to <strong>the</strong> audit service, <strong>the</strong> management letter from <strong>the</strong> external auditor<br />

and <strong>the</strong> follow-up to his recommendations.<br />

COMBINED REMUNERATION, SELECTION AND APPOINTMENTS<br />

COMMITTEE<br />

The Remuneration Committee met on five occasions in 2011,<br />

considering matters such as <strong>the</strong> assessment of <strong>the</strong> current<br />

remuneration policy. A detailed analysis was carried out using external<br />

specialists with <strong>the</strong> aim of bringing <strong>the</strong> current remuneration policy<br />

for <strong>the</strong> Executive Board more into line with <strong>the</strong> remuneration market<br />

for companies of a similar type and size. In <strong>the</strong> view of <strong>the</strong><br />

Supervisory Board, this would take proper account of <strong>the</strong> quality<br />

of <strong>the</strong> performance rendered. On <strong>the</strong> basis of this analysis a new<br />

remuneration policy will be drawn up, which will be introduced in 2013<br />

after approval by <strong>the</strong> General Meeting of Shareholders.<br />

REMUNERATION REPORT<br />

The 2011 remuneration report, referring to <strong>the</strong> plan to draw up a new<br />

remuneration policy, has been posted on <strong>the</strong> company’s website.<br />

PRINCIPLES OF THE REMUNERATION POLICY<br />

The Supervisory Board of Royal Ten Cate applies a remuneration policy<br />

in respect of <strong>the</strong> company’s management, based on <strong>the</strong> following<br />

principles:<br />

◾ Remuneration of <strong>the</strong> management is aimed at attracting and<br />

retaining senior managers;<br />

◾ The remuneration policy must conform to <strong>the</strong> company’s corporate<br />

governance policy;<br />

◾ The remuneration must reflect <strong>the</strong> strategic and financial<br />

objectives and be to a large extent performance-oriented, with a<br />

good balance between short and long-term results and objectives;<br />

◾ The remuneration must not include any incentives which give rise<br />

to behaviour directed towards personal interests that conflicts<br />

with <strong>the</strong> company’s interests;<br />

◾ A scenario analysis is drawn up each year with regard to <strong>the</strong><br />

possible outcomes of <strong>the</strong> remuneration policy.<br />

The posts of CEO and CFO of Royal Ten Cate were based on Hay levels<br />

in 2011. In <strong>the</strong> case of <strong>the</strong> CEO, Hay level 30 is applied. The variable<br />

remuneration component is a maximum of 50% of <strong>the</strong> fixed annual<br />

salary. In 2011, Mr de Vries was awarded a 10% increment in his<br />

periodic remuneration and a variable salary component in respect of<br />

2010 amounting to 50% of his fixed annual salary. He was also granted<br />

60,000 options at an exercise price of € 27.38 and 10,000 shares with<br />

a <strong>value</strong> of € 26.00 per share.<br />

For <strong>the</strong> CFO, <strong>the</strong> fixed annual salary is set at Hay level 26. The variable<br />

salary component is a maximum of 40% of <strong>the</strong> fixed salary. In 2011,<br />

Mr Lock was awarded a € 20,000 increment in his periodic<br />

remuneration for <strong>the</strong> period from January to April 2011 inclusive and<br />

a variable salary component of 39% as variable remuneration in<br />

respect of 2010. He was also granted 40,000 options at an exercise<br />

price of € 27.38.<br />

The full report can be found on <strong>the</strong> website under Corporate<br />

Governance/documents.<br />

The remuneration of <strong>the</strong> Executive Board is stated in note 55.2 on<br />

page 123 of this report.<br />

The Supervisory Board wishes to express its sincere gratitude to <strong>the</strong><br />

management and employees of <strong>TenCate</strong> for <strong>the</strong>ir commitment and<br />

performance during 2011.<br />

Almelo, 28 February 2012<br />

Supervisory Board<br />

J.C.M. Hovers, Chairman<br />

P.P.A.I. Deiters, Vice-Chairman<br />

F.A. van Vught<br />

E. ten Cate<br />

R. van Gelder<br />

Annual Report 2011 21


The Boards (as at 1 January 2012)<br />

EXECUTIVE BOARD<br />

L. de Vries (1951), President and Chief Executive Officer B.J.H. Cornelese (1964), Chief Financial Officer<br />

22<br />

Royal Ten Cate


SUPERVISORY BOARD<br />

J.C.M. Hovers (m, 1943) Chairman 1) 2)<br />

Commenced in office: 2008<br />

End of current term: 2012<br />

Chairman of <strong>the</strong> Supervisory Board of C1000 B.V.<br />

Chairman of <strong>the</strong> Supervisory Board of Plieger NV<br />

Chairman of <strong>the</strong> Supervisory Board of Smeva B.V.<br />

Chairman of <strong>the</strong> Supervisory Board of Teleconnect Inc<br />

Member of <strong>the</strong> Supervisory Board of Randstad Groep Nederland bv<br />

Former Chief Executive Officer of Stork NV and OCE NV<br />

P.P.A.I. Deiters (m, 1943) Deputy Chairman 2)<br />

Commenced in office: 1998<br />

End of current term: 2014<br />

Chairman of <strong>the</strong> Supervisory Board of Fashion Linq B.V., Amersfoort<br />

Member of <strong>the</strong> Supervisory Board of Tootal B.V.<br />

Consultant to <strong>the</strong> European Bank for Reconstruction and Development (EBRD)<br />

Former director of Berghaus International Fashion<br />

F.A. van Vught (m, 1950) 2*)<br />

Commenced in office: 2000<br />

End of current term: 2012<br />

High Level Policy Advisor, European Commission<br />

Chairman of European Center for Strategic Management of Universities, Brussels<br />

Chairman of <strong>the</strong> Board of Ne<strong>the</strong>rlands House for Education and Research,<br />

Brussels<br />

Chairman of <strong>the</strong> Supervisory Board of Medisch Spectrum Twente<br />

Chairman of <strong>the</strong> National Review Committee on Higher Education and Research<br />

in <strong>the</strong> Ne<strong>the</strong>rlands<br />

Member of <strong>the</strong> Supervisory Board of Rova NV<br />

Former Chairman of <strong>the</strong> Governing Board and Rector of <strong>the</strong> University of Twente<br />

1) Member of <strong>the</strong> Financial Committee.<br />

2) Member of <strong>the</strong> combined Remuneration, Selection and Appointments Committee.<br />

*) Chairman.<br />

From left to right: E. ten Cate, F.A. van Vught, J.C.M. Hovers,<br />

R. van Gelder and P.P.A.I. Deiters<br />

E. ten Cate (m, 1945) 1*)<br />

Commenced in office: 2004<br />

End of current term: 2012<br />

Director of Bank ten Cate & Cie N.V.<br />

Chairman of <strong>the</strong> Supervisory Board of Hydratec Industries N.V.<br />

Chairman of <strong>the</strong> Supervisory Board of Rijksmuseum Twen<strong>the</strong><br />

Member of <strong>the</strong> Supervisory Board of Medisch Spectrum Twente<br />

R. van Gelder BA (m, 1945) 1)<br />

Commenced in office: 2010<br />

End of current term: 2014<br />

Chairman of <strong>the</strong> Supervisory Board of Atlas Services Group NV<br />

Vice-Chairman of <strong>the</strong> Supervisory Board of SBM Offshore N.V.<br />

Member of <strong>the</strong> Supervisory Board of Heijmans N.V.<br />

Member of <strong>the</strong> Supervisory Board of Holcim Western Europe Ltd<br />

Chairman of <strong>the</strong> Association of Securities-Issuing Companies<br />

Former Chief Executive Officer of Heijmans N.V.<br />

All members of <strong>the</strong> Supervisory Board are of Dutch nationality.<br />

Annual Report 2011 23


The year 2011 saw a redoubling of<br />

strategic efforts to market worldwide<br />

<strong>the</strong> <strong>TenCate</strong> Tecasafe ® Plus product<br />

portfolio of inherently fl ame-resistant<br />

(FR) fabrics and knit fabrics for<br />

industrial protective clothing.<br />

Global demand for FR products has<br />

increased as end-users seek <strong>the</strong> most<br />

economical protection in combination<br />

with <strong>the</strong> excellent performance, comfort<br />

and quality of <strong>the</strong> FR fabrics from <strong>the</strong><br />

<strong>TenCate</strong> Tecasafe ® Plus brand.<br />

The <strong>TenCate</strong> Tecasafe ® Plus product<br />

portfolio has been successful in<br />

reaching various markets and is<br />

continually breaking new ground with<br />

new applications, particularly in new<br />

geographic markets. Emerging markets<br />

are in general open to technological and<br />

o<strong>the</strong>r innovations, and for this reason<br />

<strong>TenCate</strong> Tecasafe ® Plus has been<br />

well received in new markets in South<br />

America, Asia and Australia.<br />

PROTECTIVE FABRICS<br />

<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>


Report of <strong>the</strong> Executive Board<br />

MARKET TRENDS<br />

The markets in which <strong>TenCate</strong> operates have shown steady growth<br />

over <strong>the</strong> successive economic cycles. Even in <strong>the</strong> current period,<br />

which is characterised by an economic downturn and a tightening of<br />

government budgets, <strong>the</strong> markets for <strong>TenCate</strong>’s materials have<br />

overwhelmingly shown positive growth. Revenues grew once again<br />

in 2011, reaching € 1.1 billion (organic + 12%).<br />

SAFETY AND PROTECTION<br />

The increased attention devoted to safety and protection is<br />

contributing to a favourable business climate. Innovation is one of <strong>the</strong><br />

key driving forces behind <strong>TenCate</strong>. The company is able to respond<br />

effectively to <strong>the</strong> trend towards budget tightening by developing<br />

materials which have <strong>the</strong> ancillary effect of lowering costs for endusers.<br />

Multi-risk safety fabrics are an example of this. <strong>TenCate</strong> sets<br />

itself <strong>the</strong> objective of developing product champions that can set new<br />

standards in terms of cost and performance. <strong>TenCate</strong> Defender M<br />

and <strong>TenCate</strong> Tecasafe Plus are two key examples. They generated<br />

a substantial share of <strong>the</strong> growth recorded in <strong>the</strong> 2011 reporting year.<br />

WATER MANAGEMENT AND THE ENVIRONMENT<br />

Water management and <strong>the</strong> environment are o<strong>the</strong>r important global<br />

<strong>the</strong>mes which had a positive effect on developments in <strong>the</strong> geotextiles<br />

market in 2011. The need to carry out measurements of erosion, soil<br />

deformation, subsidence in infrastructure works and monitoring<br />

of dykes is focusing more consistent attention on <strong>the</strong> <strong>TenCate</strong><br />

GeoDetect ® concept. Major projects were once again carried out<br />

in 2011 using <strong>the</strong> <strong>TenCate</strong> Geotube ® concept. Both are examples<br />

of a solution-focused system approach in <strong>the</strong> environmental and<br />

infrastructure market.<br />

Ano<strong>the</strong>r important environmental <strong>the</strong>me which should be mentioned<br />

in this context is <strong>the</strong> reduction of fuel consumption and new<br />

environmental standards (reduction in CO2 emissions) in <strong>the</strong> aviation<br />

and automotive sectors. Demand for composites rose strongly again<br />

in 2011. A revolutionary development also took place in <strong>the</strong> automotive<br />

sector, where <strong>the</strong> need for technological innovation was felt strongly<br />

as a result of future government standards on CO2 emissions.<br />

<strong>TenCate</strong> Cetex ® , <strong>the</strong> <strong>the</strong>rmoplastic composites portfolio, consequently<br />

attracted growing interest from new markets. A market assessment<br />

was initiated in 2011 and preparations were made to position <strong>TenCate</strong><br />

in <strong>the</strong>se new markets.<br />

Recyclable syn<strong>the</strong>tic turf was introduced to <strong>the</strong> sport and landscaping<br />

markets during <strong>the</strong> reporting period. GreenSource and Sports for Water<br />

opened up <strong>the</strong> possibility of purifying water – including for human<br />

consumption – by means of syn<strong>the</strong>tic turf systems. Both <strong>the</strong> Cruyff<br />

Foundation and FIFA reacted enthusiastically.<br />

VALUE CHAIN INTEGRATION IN THE INTERNATIONAL SYNTHETIC<br />

TURF MARKET<br />

In addition to <strong>the</strong> growth trends outlined above, <strong>the</strong> syn<strong>the</strong>tic turf<br />

market experienced lagging growth and a consolidation among market<br />

participants. <strong>TenCate</strong>’s policy of <strong>value</strong> chain integration, with <strong>the</strong><br />

principal aim of drawing attention to <strong>the</strong> quality and playing<br />

characteristics of syn<strong>the</strong>tic turf pitches, was continued in 2011.<br />

The market is moving into a more mature phase, in which integrated<br />

providers supply a differentiated product portfolio of systems to <strong>the</strong><br />

market. <strong>TenCate</strong> is <strong>the</strong> global market leader, working with a number<br />

of selected system providers (<strong>TenCate</strong> subsidiaries and partnerships)<br />

operating in <strong>the</strong> market on <strong>the</strong> basis of <strong>TenCate</strong> components under<br />

<strong>the</strong>ir own brand name. Since <strong>the</strong>re is a strong relationship with <strong>the</strong><br />

<strong>TenCate</strong> brand, <strong>TenCate</strong> Grass is closely involved in guaranteeing <strong>the</strong><br />

quality and performance of <strong>the</strong> supplied systems, so that end-users<br />

can be assured of <strong>the</strong> required quality level.<br />

TECHNOLOGICAL DEVELOPMENT<br />

INNOVATION<br />

On a European scale, <strong>TenCate</strong> is actively involved in determining <strong>the</strong><br />

policy on <strong>the</strong> innovation agenda as chair of <strong>the</strong> European Textiles<br />

Technology Platform. <strong>TenCate</strong> has also played an active part in <strong>the</strong><br />

creation of <strong>the</strong> top-level high-tech systems and materials sector.<br />

<strong>TenCate</strong> has also played an active role within a differentiated segment<br />

of this top-level sector in <strong>the</strong> Dutch aerospace industry. <strong>TenCate</strong> is<br />

considered to be one of <strong>the</strong> leading innovative producers of high-grade<br />

materials in <strong>the</strong> Ne<strong>the</strong>rlands. This position is <strong>the</strong> result of a consistent<br />

focus on innovation as part of <strong>the</strong> longer-term strategy.<br />

At regional level, <strong>TenCate</strong> has contributed to regional innovation policy<br />

in close cooperation with <strong>the</strong> province of Overijssel, local authorities<br />

Annual Report 2011 25


REPORT OF THE EXECUTIVE BOARD<br />

and businesses. Examples of this are <strong>the</strong> formation of AMMON<br />

(Innovation Centre for Advanced Materials Manufacturing in <strong>the</strong> East<br />

of <strong>the</strong> Ne<strong>the</strong>rlands) and <strong>the</strong> opening of OICAM (Open Innovation Centre<br />

for Advanced Materials), which focuses particularly on process<br />

innovations.<br />

<strong>TenCate</strong> devotes approximately 3% of revenues annually to innovationrelated<br />

projects. This percentage also includes development costs for<br />

future revenues, such as in <strong>the</strong> aircraft industry, which is characterised<br />

by long development times. Certain acquisitions (such as that of Xennia<br />

Technology) can also be seen as innovation-driven.<br />

Subsidies worth approximately € 2.4 million were received during <strong>the</strong><br />

reporting year. <strong>TenCate</strong>’s patent portfolio was again expanded in 2011.<br />

3D WEAVING TECHNOLOGY<br />

An important development in 2011 was <strong>the</strong> market launch of woven<br />

systems. The weaving technology enables various system functions to<br />

be combined in <strong>the</strong> top layer, <strong>the</strong>reby increasing quality without<br />

necessarily raising costs for <strong>the</strong> end-user. Progress is being made with<br />

<strong>the</strong> reuse or recycling of <strong>the</strong> pitch at <strong>the</strong> end of its economic life,<br />

which also has <strong>the</strong> effect of reducing costs. The aim is to lower <strong>the</strong><br />

cost of ownership over <strong>the</strong> economic life while improving <strong>the</strong> playing<br />

characteristics and increasing <strong>the</strong> durability of <strong>the</strong> system.<br />

INKJET TECHNOLOGY<br />

The European Digitex project was completed at <strong>the</strong> end of 2011,<br />

bringing <strong>the</strong> introduction of very durable digital finishing by means of<br />

inkjet a step closer. New, durable characteristics of technical textiles<br />

are coming within reach. At <strong>the</strong> same time it will also be possible<br />

to achieve a fundamental reduction in <strong>the</strong> water footprint of <strong>the</strong><br />

Advanced Textiles sector in <strong>the</strong> next three to five years. <strong>TenCate</strong> will<br />

also be able to achieve a sharp reduction in water treatment costs.<br />

<strong>TenCate</strong> believes that <strong>the</strong> technology positions and market <strong>the</strong>mes of<br />

safety and sustainability will continue to support <strong>the</strong> company’s<br />

growth in <strong>the</strong> longer term.<br />

26<br />

Royal Ten Cate<br />

> <strong>TenCate</strong> aims to break new ground as a<br />

result of both technological innovation<br />

and product differentiation. <<br />

L. de Vries in ‘Textiles on <strong>the</strong> Move (publication to mark<br />

150 years of De Maere, 90 years of EHTSV / Textores<br />

Magistrique and 45 years of VOET)<br />

BUY & BUILD STRATEGY<br />

The buy & build strategy involves investing in and <strong>the</strong>reby<br />

streng<strong>the</strong>ning <strong>the</strong> existing product-market-technology combinations,<br />

in combination with <strong>the</strong> complementary acquisitions.<br />

Good progress was made in improving <strong>the</strong> profitability of <strong>the</strong> Dutch<br />

operations in 2011. The main factors are a streng<strong>the</strong>ning of <strong>the</strong><br />

<strong>TenCate</strong> Protective Fabrics product portfolio and <strong>the</strong> implementation of<br />

process improvements and cost control. These have resulted in higher<br />

added <strong>value</strong> in revenues and in an increase in <strong>the</strong> production result.<br />

The strongly improved performance in aerospace composites is due<br />

to <strong>the</strong> attraction of demand in combination with improved process<br />

control.<br />

The geotextiles production site at Almelo (Ne<strong>the</strong>rlands) was<br />

transferred to <strong>TenCate</strong>’s industrial complex at Nijverdal (Ne<strong>the</strong>rlands)<br />

in 2011, <strong>the</strong>reby concentrating all of <strong>TenCate</strong>’s activities in <strong>the</strong><br />

Ne<strong>the</strong>rlands at a single site. Process improvements were also<br />

completed.<br />

ACQUISITIONS<br />

The acquisitions which took place in 2011 were predominantly focused<br />

on streng<strong>the</strong>ning <strong>the</strong> geographic and market positions. The acquisition<br />

of Emas Kiara’s geosyn<strong>the</strong>tics activities has streng<strong>the</strong>ned <strong>the</strong> market<br />

position in Malaysia and <strong>the</strong> surrounding countries.<br />

GreenFields (90%) and Hellas Construction (30%), with which <strong>TenCate</strong><br />

already had close commercial relationships, were added to <strong>the</strong><br />

downstream activities of <strong>the</strong> Grass group in line with <strong>the</strong> strategy.<br />

The acquisition of <strong>the</strong> assets of Difco gave <strong>the</strong> <strong>TenCate</strong> Protective<br />

Fabrics market group access to <strong>the</strong> Canadian market for safety fabrics,<br />

including potential customers in <strong>the</strong> defence sector.


Some assets of Osiris Inkjet Systems were acquired due to <strong>the</strong><br />

company’s bankruptcy. Osiris has an inkjet technology and patents that<br />

are complementary to those of Xennia Technology. Ano<strong>the</strong>r important<br />

factor was that Osiris employees have a combination of knowledge and<br />

experience of both inkjet and textile technology that is of interest to<br />

<strong>TenCate</strong>. As part of <strong>TenCate</strong> Protective Fabrics’ ‘factory of <strong>the</strong> future’,<br />

an analysis will be made of <strong>the</strong> useful contribution that Osiris<br />

technology can deliver. This process innovation fits in with <strong>the</strong> aim<br />

of developing a high-tech production facility which is focused on<br />

sustainability and opens up possibilities for <strong>the</strong> production of smart<br />

textiles.<br />

The acquisition of 51% of <strong>the</strong> shares of ABDS ApS at <strong>the</strong> end of 2011<br />

was important in order to achieve a rapid market launch of <strong>the</strong> <strong>TenCate</strong><br />

ABDS active blast countermeasure system (active protection of army<br />

vehicles against roadside bombs) in co-operation with army vehicle<br />

manufacturers. Although <strong>the</strong> system in itself does not fit in with<br />

<strong>TenCate</strong>’s core business as a provider of high-grade materials, <strong>the</strong><br />

technology complements <strong>the</strong> passive protection afforded by <strong>TenCate</strong><br />

armour materials. The acquisition fits in with <strong>the</strong> system approach<br />

and <strong>the</strong> solution-based philosophy. A characteristic of this strategic<br />

approach is that <strong>through</strong> its solution-focused approach to <strong>the</strong> market<br />

<strong>TenCate</strong> comes into contact with o<strong>the</strong>r/complementary technologies<br />

and companies. The respective business unit consequently takes on<br />

a new identity in <strong>the</strong> market as a solutions provider.<br />

Acquisitions as part of <strong>the</strong> growth strategy also remain important in<br />

<strong>the</strong> longer term. <strong>TenCate</strong> can <strong>the</strong>n continue to prioritise <strong>the</strong> composites<br />

market, particularly having regard to recent attention devoted to<br />

carbon fibre-reinforced plastics) in <strong>the</strong> automotive industry.<br />

Cooperation in protective fabrics<br />

<strong>TenCate</strong> and Beijing Chinamex International Investment Co. Ltd<br />

(Chinamex) in Beijing (China) have signed a memorandum of<br />

cooperation to develop <strong>the</strong> Chinese market for protective fabrics.<br />

The partners will market flame-retardant fabrics for military use,<br />

police and emergency services. China too is witnessing growing<br />

demand for personal safety and protection in <strong>the</strong> workplace and in<br />

hazardous conditions. It is important to work with local authorities<br />

when defining specifications for various risks. <strong>TenCate</strong> has<br />

developed a protective flame-retardant fabric specifically for <strong>the</strong><br />

Chinese market under <strong>the</strong> name of <strong>TenCate</strong> Fire Dragon .<br />

Annual Report 2011 27


REPORT OF THE EXECUTIVE BOARD > Financial performance<br />

FINANCIAL PERFORMANCE<br />

Analysis of 2011 results by sectors 2011 2010 Difference Organic<br />

in millions of euros<br />

NET RESULT<br />

The net result rose to € 58.7 million in 2011 (2010: € 46.0 million). That<br />

marks a record for <strong>TenCate</strong>, which was due in particular to <strong>the</strong> strong<br />

growth in <strong>the</strong> Advanced Textiles & Composites sector and in <strong>TenCate</strong><br />

Geosyn<strong>the</strong>tics. The results of <strong>the</strong> Grass group were under pressure due<br />

to an initial loss of revenues following a reorganisation in <strong>the</strong> customer<br />

portfolio.<br />

28<br />

Royal Ten Cate<br />

Of which<br />

currency<br />

Acquisition/<br />

divestment<br />

Net revenues<br />

Advanced Textiles & Composites 538.4 448.4 + 20% + 21% – 4% + 3%<br />

Geosyn<strong>the</strong>tics & Grass 525.9 469.3 + 12% + 2% – 3% + 13%<br />

O<strong>the</strong>r activities 74.5 66.8 + 12% + 13% – 1% –<br />

1,138.8 984.5 + 16% + 12% – 3% + 7%<br />

Operating result before amortisation<br />

(EBITA)<br />

Advanced Textiles & Composites 70.3 43.8 + 61% + 65% – 7% + 3%<br />

Geosyn<strong>the</strong>tics & Grass 26.3 31.4 – 16% – 7% – 7% – 2%<br />

O<strong>the</strong>r activities 5.9 9.8 – 40% – 38% – 2% –<br />

102.5 85.0 + 21% + 27% – 6% 0%<br />

Amortisation – 12.9 – 10.4<br />

Operating result (EBIT) 89.6 74.6 + 20%<br />

Net financial expenses – 11.3 – 10.0<br />

Pre-tax result 78.3 64.6 + 21%<br />

Profit tax – 18.7 – 17.9<br />

Result from ordinary operations after tax 59.6 46.7 + 28%<br />

Net result from associated companies – 1.3 – 1.3<br />

Minority interest 0.4 0.6<br />

Net result 58.7 46.0 + 28%<br />

EBITA margins 2011 2010<br />

Advanced Textiles & Composites 13.1% 9.8%<br />

Geosyn<strong>the</strong>tics & Grass 5.0% 6.7%<br />

Consolidated 9.0% 8.6%<br />

COMPOSITION OF THE COMPANY<br />

The following companies were acquired in 2011:<br />

◾ The interest in GreenFields was increased from 32% to 90% in<br />

February 2011. GreenFields is a worldwide marketing organisation<br />

in <strong>the</strong> syn<strong>the</strong>tic turf segment.<br />

◾ Emas Kiara Industries Berhad was acquired in March 2011 by<br />

means of an asset deal. The company is a full-line producer of<br />

a wide range of geosyn<strong>the</strong>tic products and solutions focusing<br />

primarily on <strong>the</strong> Asian market.<br />

◾ In May 2011, a 30% minority interest was acquired in Hellas<br />

Construction, a US syn<strong>the</strong>tic turf production and marketing<br />

organisation.


◾ In June 2011, <strong>the</strong> activities of Difco, a Canadian technical textile<br />

organisation, were acquired and integrated into <strong>the</strong> US <strong>TenCate</strong><br />

Protective Fabrics organisation.<br />

◾ In November 2011, a 51% majority interest was acquired in<br />

ABDS ApS. The remaining 49% was acquired in January 2012.<br />

REVENUES<br />

Net revenues increased in 2011 by 16%, including an organic rise of<br />

12%. The streng<strong>the</strong>ning of <strong>the</strong> euro against <strong>the</strong> US dollar produced a<br />

3% negative currency effect. The aforementioned acquisitions in 2011<br />

and those completed in 2010 led to an acquisition effect of 7% on<br />

revenues.<br />

Revenue growth in <strong>the</strong> Advanced Textiles & Composites sector<br />

amounted to 20%, including an organic rise of 21%. The currency<br />

effect and <strong>the</strong> effect of acquisitions / divestments amounted to – 4%<br />

and + 3% respectively. The following activities contributed to this rise:<br />

◾ In <strong>the</strong> United States, <strong>TenCate</strong> Protective Fabrics generated record<br />

revenues from <strong>TenCate</strong> DefenderTM M and developed a new<br />

product champion in <strong>TenCate</strong> Tecasafe ® Plus;<br />

◾ In Europe and Asia, <strong>TenCate</strong> Protective Fabrics recorded growth<br />

in protective and safety fabrics;<br />

◾ Organic growth in Aerospace & Armour amounted to 14%, driven<br />

by a rise in aerospace revenues in Europe and <strong>the</strong> United States<br />

and by growth in <strong>the</strong> armour business in Europe.<br />

The revenues of <strong>the</strong> Geosyn<strong>the</strong>tics & Grass sector grew organically<br />

by 2% to € 525.9 million. The currency effect and <strong>the</strong> effect of<br />

acquisitions/divestments amounted to – 3% and + 13% respectively.<br />

◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics grew by 13% and 14% respectively in <strong>the</strong><br />

United States and Europe, driven by infrastructure projects and<br />

growth of market share;<br />

◾ The acquisition of Emas Kiara caused revenues to leap by 31%<br />

in Asia;<br />

◾ The revenue growth of <strong>the</strong> Geosyn<strong>the</strong>tics & Grass sector was<br />

due entirely to <strong>the</strong> <strong>TenCate</strong> Geosyn<strong>the</strong>tics market group and <strong>the</strong><br />

acquisition of GreenFields.<br />

In <strong>the</strong> O<strong>the</strong>r Activities sector (growth 12%, including 13% organic),<br />

<strong>TenCate</strong> Enbi showed a slight decrease in revenues as a result of lower<br />

sales in <strong>the</strong> US, while Xennia Technology recorded substantial revenue<br />

growth.<br />

OPERATING RESULT BEFORE AMORTISATION<br />

The operating result before amortisation (EBITA) increased by 21%<br />

to € 102.5 million.<br />

In <strong>the</strong> Advanced Textiles & Composites sector, EBITA grew by 61%,<br />

including a 65% organic rise and a – 7% decrease due to currency<br />

effects. There was also a small acquisition effect (+ 3%).<br />

◾ <strong>TenCate</strong> Protective Fabrics USA streng<strong>the</strong>ned its position with<br />

<strong>the</strong> US Army and expanded its market share in various industrial<br />

markets;<br />

<strong>TenCate</strong> organises international conference<br />

on protection of military personnel<br />

<strong>TenCate</strong> Advanced Armour and <strong>TenCate</strong> Protective Fabrics<br />

organised an international conference in London in May 2011 on<br />

<strong>the</strong> protection of military personnel in current and future conflicts.<br />

<strong>TenCate</strong> Protective Fabrics and <strong>TenCate</strong> Advanced Armour<br />

develop and produce materials for <strong>the</strong> safety and protection of<br />

personnel and materiel. Defence ministries are <strong>the</strong> buyers and<br />

end-users of protective equipment. Cooperation with defence<br />

ministries, <strong>the</strong> defence industry and knowledge institutions is<br />

vital for <strong>the</strong> development of protection solutions. Former NATO<br />

Secretary General Jaap de Hoop Scheffer, a member of <strong>TenCate</strong>’s<br />

International Advisory Board, was one of <strong>the</strong> speakers at <strong>the</strong><br />

conference.<br />

Annual Report 2011 29


REPORT OF THE EXECUTIVE BOARD > Financial performance<br />

◾ <strong>TenCate</strong> Protective Fabrics Europe achieved a positive result due<br />

to strong cost reduction combined with revenue growth;<br />

◾ At Aerospace & Armour in Europe, <strong>the</strong> growth in revenues<br />

combined with cost control resulted in a growing contribution<br />

to earnings;<br />

◾ Aerospace & Armour in <strong>the</strong> United States once again made a<br />

significant contribution to earnings, driven by <strong>the</strong> aerospace<br />

composite activities.<br />

EBITA in <strong>the</strong> Geosyn<strong>the</strong>tics & Grass sector declined by – 16%,<br />

including a – 7% organic decrease and a – 7% decrease due to<br />

currency effects. The – 2% acquisition effect was due to <strong>the</strong><br />

consolidation of TigerTurf and GreenFields. Substantial growth in <strong>the</strong><br />

Geosyn<strong>the</strong>tics division was offset by a decrease in earnings from<br />

<strong>TenCate</strong> Grass.<br />

◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics in <strong>the</strong> United States took advantage of<br />

government investments in infrastructure and increasing exports<br />

to Central and South America;<br />

◾ At <strong>TenCate</strong> Geosyn<strong>the</strong>tics in Europe, revenue growth and cost<br />

control led to a doubling of <strong>the</strong> result;<br />

◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics in Asia achieved higher earnings due to <strong>the</strong><br />

larger market share following <strong>the</strong> acquisition of Emas Kiara;<br />

◾ The EBITA of <strong>the</strong> Grass group fell sharply as a result of<br />

repositioning within <strong>the</strong> customer base.<br />

The O<strong>the</strong>r Activities sector recorded a positive EBITA of € 5.9 million.<br />

This represents a decrease compared to 2010. <strong>TenCate</strong> Enbi showed a<br />

slight decrease in its operating result. Xennia Technology also recorded<br />

a lower operating result, on substantially higher revenues, partly due<br />

to development and patent costs.<br />

30<br />

Royal Ten Cate<br />

RAW MATERIAL COSTS<br />

PE price development in € / kg PP price development in $ / lb<br />

1.8<br />

1.6<br />

1.4<br />

1.2<br />

1.0<br />

0.8<br />

0.6<br />

0.4<br />

JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC<br />

Raw material costs as a percentage of revenues including inventory<br />

movements remained constant at 50% of revenues. Higher purchasing<br />

costs for <strong>the</strong> main raw materials were passed onto <strong>the</strong> market after a<br />

time lag.<br />

PERSONNEL COSTS<br />

Personnel costs as a percentage of revenues decreased from 19% to<br />

18%. The increase in production and revenues (+ 16%) was absorbed<br />

partly by a moderate increase in in-house personnel (costs + 8%) and<br />

partly by a larger number of temporary personnel (costs + 39%).<br />

The average in-house staff count increased by 8% (+ 310 FTEs).<br />

The increase was caused by higher production volumes at Advanced<br />

Textiles & Composites and <strong>the</strong> acquisition in Geosyn<strong>the</strong>tics (Emas<br />

Kiara).<br />

The average costs per member of personnel remained unchanged at<br />

€ 43,000. Revenues per member of personnel increased from € 225,400<br />

to € 237,400 (+ 5%).<br />

TAXES<br />

The tax rate decreased from 27.7% to 23.9%. The fiscal position<br />

improved due to <strong>the</strong> generation of profit in <strong>the</strong> Ne<strong>the</strong>rlands, more<br />

evenly spread profit across <strong>the</strong> countries and non-recurring tax<br />

benefits, particularly investment benefits in Asia.<br />

1.1<br />

1.0<br />

0.9<br />

0.8<br />

0.7<br />

0.6<br />

0.5<br />

0.4<br />

JAN FEB MA APR MAY JUN JUL AUG SEP OCT NOV DEC<br />

◾ 2010<br />

◾ 2011


In developing solutions, managers<br />

start with a desired outcome for<br />

a customer – an outcome that could<br />

encompass a range of needs. <<br />

Nathaniel W. Foote, Jay Galbraith, Quentin Hope, Danny<br />

Miller in McKinsey Quarterly # 3, 2001.<br />

WORKING CAPITAL<br />

The working capital increased in 2011 compared to 2010 as a result<br />

of fur<strong>the</strong>r growth in <strong>the</strong> Advanced Textiles & Composites sector and<br />

<strong>the</strong> Geosyn<strong>the</strong>tics market group.<br />

in millions of euros<br />

Balance at end of<br />

2011 days 2010 days<br />

previous year 223.9 82 157.0 67<br />

Acquisitions/divestments<br />

Organic increase/<br />

2.6 9.3<br />

decrease<br />

Exchange rate<br />

42.1 47.9<br />

differences<br />

Balance at<br />

8.5 9.7<br />

end of year 277.1 88 223.9 82<br />

INVESTMENTS<br />

Investments were again restrained in 2011.<br />

in millions of euros 2011 2010<br />

Tangible fixed assets 21.3 16.2<br />

Development costs and o<strong>the</strong>r intangible assets 4.4 5.1<br />

25.7 21.3<br />

The corresponding depreciation amounted to € 35.0 million<br />

(2010: € 34.5 million) and amortisation amounted to € 12.9 million<br />

(2010: € 10.4 million).<br />

The main investment projects in 2011 were:<br />

Ten Cate Thiolon bv NL grass texturing machine<br />

Ten Cate Thiolon inc USA grass texturing machine<br />

<strong>TenCate</strong> Geosyn<strong>the</strong>tics upgrade of non-woven line<br />

Xennia Technology various development projects<br />

CASH FLOWS AND FINANCING<br />

Due to <strong>the</strong> improvement in <strong>the</strong> result, <strong>the</strong> cash flow initially increased<br />

strongly. The detrimental effect of <strong>the</strong> positive cash flow from<br />

operating activities was used for investments in assets and<br />

acquisitions / divestments.<br />

in millions of euros 2011 2010<br />

Result after tax 58.3 45.4<br />

Depreciation 35.0 34.5<br />

Amortisation 12.9 10.4<br />

O<strong>the</strong>r items, mainly tax accrual<br />

Cash flow before increase/reduction<br />

22.2 24.3<br />

in working capital 128.4 114.6<br />

Increase/reduction in working capital – 46.4 – 59.5<br />

Interest/taxes paid – 32.7 – 26.0<br />

Cash flow from operating activities 49.3 29.1<br />

Investments – 25.7 – 21.3<br />

Divestments 3.4 0.9<br />

Acquisitions/participating interests – 34.8 – 24.7<br />

O<strong>the</strong>r items<br />

Cash flow from operating<br />

– 0.7 – 2.0<br />

and investing activities – 8.5 – 18.0<br />

The ratio of net interest-bearing debt to EBITDA (bank definition) was<br />

2.12 at <strong>the</strong> end of 2011 (covenant = maximum 3.0). Group equity<br />

amounted to € 469.5 million with a solvency ratio of 46.8%.<br />

Annual Report 2011 31


VALUE CHAINS SECTOR ADVANCED TEXTILES & COMPOSITES<br />

PROTECTIVE FABRICS<br />

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32<br />

END-USER MARKETS CUSTOMERS SUPPLIERS RAW MATERIALS<br />

Royal Ten Cate<br />

(VALUE ADDED)<br />

RESELLERS<br />

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INDUSTRIAL COMPOSITES<br />

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INDUSTRIAL COMPOSITES<br />

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ISO 9001 | AS / EN 9100<br />

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ISO 9001 | AS / EN / JISQ 9100 (FR)<br />

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ADVANCED TEXTILES & COMPOSITES<br />

KEY FIGURES<br />

Advanced Textiles & Composites 2011 2010 2009 2008 2007<br />

in millions of euros unless stated o<strong>the</strong>rwise<br />

Revenues 538.4 448.4 397.3 481.0 350.3<br />

Operating result before amortisation (EBITA) 70.3 43.8 31.7 61.5 40.2<br />

EBITA margin (%) 13.1 9.8 8.0 12.8 11.5<br />

Operating result (EBIT) 64.7 38.6 27.0 52.9 38.7<br />

Investments 8.3 4.5 4.2 11.7 17.0<br />

Depreciation and amortisation 15.3 15.2 14.2 17.6 10.8<br />

Net capital employed 314.3 281.7 234.0 286.4 197.6<br />

Staff years at year-end 1,582 1,519 1,340 1,651 1,238<br />

EBITA as percentage of average net capital employed 23.6 16.7 12.0 22.9 22.6<br />

ACTIVITIES<br />

The Advanced Textiles & Composites sector consists of <strong>the</strong> following<br />

market groups<br />

◾ <strong>TenCate</strong> Protective Fabrics and<br />

<strong>TenCate</strong> Outdoor Fabrics<br />

Safety fabrics for a range of professional groups, as well<br />

as protective fabrics for outdoor applications.<br />

◾ <strong>TenCate</strong> Space & Aerospace Composites<br />

<strong>TenCate</strong> Industrial Composites<br />

<strong>TenCate</strong> Advanced Armour<br />

Composites including lightweight materials for aerospace<br />

and industrial applications; antiballistic materials for personal<br />

protection and vehicle armour.<br />

BUSINESS MODEL OF THE PROTECTIVE FABRICS MARKET<br />

GROUP<br />

END-USER MARKETING INNOVATION<br />

End-user marketing based on <strong>value</strong><br />

<strong>proposition</strong> (cost of ownership)<br />

Brand management<br />

Risk awareness / safe society<br />

Partnerships in emerging markets<br />

Inkjet technology / sustainable factory<br />

of <strong>the</strong> future<br />

Smart textiles<br />

Effective use of internal knowledge<br />

(social innovation)<br />

Patents<br />

PRODUCT DIFFERENTIATION COST LEADERSHIP<br />

Worldwide market position, with local<br />

product adaptations to local specifications<br />

Fabrics based on fibre blends and coated /<br />

finished fabrics (product champions:<br />

distinctive in cost and quality-performance<br />

ratio)<br />

Co-makership, products tailored to specific<br />

needs<br />

Internal production combined with<br />

outsourcing delivers flexibility<br />

Economies of scale<br />

Process innovation<br />

Cost control<br />

REVENUES AND RESULTS<br />

The Advanced Textiles & Composites sector recorded a 20% increase<br />

in revenues to € 538.4 million in 2011 (2010: € 448.4 million).<br />

The increase in revenues resulted mainly from <strong>the</strong> strong developments<br />

in <strong>the</strong> <strong>TenCate</strong> Protective Fabrics market group and <strong>the</strong> <strong>TenCate</strong> Space<br />

& Aerospace Composites market group.<br />

BUSINESS MODEL OF THE SPACE & AEROSPACE<br />

COMPOSITES AND ADVANCED ARMOUR MARKET GROUPS<br />

END-USER MARKETING INNOVATION<br />

Access to market participants and partnerships<br />

with OEM relationships in market<br />

phase of <strong>the</strong> <strong>TenCate</strong> ABDS active blast<br />

countermeasure system<br />

Independence of fibre suppliers, solutionfocused<br />

approach<br />

Reputation and qualifications of renowned<br />

Market participants<br />

Development of new application areas,<br />

particularly for <strong>the</strong>rmoplastic composites<br />

Developments in unidirectional (UD) tape<br />

technology<br />

Development of <strong>the</strong> <strong>value</strong> chain particularly<br />

in automotive applications for <strong>the</strong>rmoplastic<br />

composites<br />

<strong>TenCate</strong> ABDS active blast countermeasure<br />

system<br />

(Open) innovation <strong>through</strong> partnerships<br />

(TAPAS, TPRC, AMRC)<br />

Qualifications for future programmes<br />

Process innovations for processing of<br />

composites<br />

PRODUCT DIFFERENTIATION COST LEADERSHIP<br />

Increased efficiency in production<br />

Economies of scale<br />

Outsourcing and partnerships<br />

Development of low-cost solutions<br />

(industrial markets)<br />

Annual Report 2011 33


REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />

The <strong>TenCate</strong> Protective Fabrics market group had an excellent year<br />

with strong growth in both flame-resistant fabrics for US Army<br />

uniforms (<strong>TenCate</strong> Defender M) and safety fabrics (<strong>TenCate</strong><br />

TecaSafe Plus) in <strong>the</strong> industrial market. The <strong>TenCate</strong> Space<br />

& Aerospace Composites market group saw increased demand for<br />

aerospace composites (Airbus, Boeing). There were also positive<br />

developments in relations with o<strong>the</strong>r aircraft manufacturers.<br />

The armour composites market in <strong>the</strong> United States was sluggish.<br />

The Advanced Armour market group achieved slight revenue growth.<br />

The order position in Europe showed a positive trend, leading to an<br />

increase in revenues in <strong>the</strong> whole vehicle armour business in Europe.<br />

<strong>TenCate</strong> Tecasafe ® Plus advances<br />

strongly in <strong>the</strong> United States<br />

Since its launch in <strong>the</strong> United States in 2008, <strong>TenCate</strong> Tecasafe ®<br />

Plus has become <strong>the</strong> most cost-effective and innovative inherently<br />

flame-retardant solution in <strong>the</strong> industrial safety market. <strong>TenCate</strong><br />

Tecasafe ® Plus offers a longer service life at lower cost, greater<br />

comfort and better flame protection than industrial flame-retardant<br />

fabrics from o<strong>the</strong>r suppliers. The protection cannot wash out or<br />

wear off. That makes it an excellent <strong>value</strong> <strong>proposition</strong> for ready-<br />

to-wear clothing manufacturers, industrial laundries and end-users.<br />

<strong>TenCate</strong> Protective Fabrics USA has expanded its production<br />

capacity to meet <strong>the</strong> growing global demand for <strong>TenCate</strong> Tecasafe ®<br />

Plus.<br />

34<br />

Royal Ten Cate<br />

<strong>TenCate</strong>’s activities are increasingly moving towards systems that are<br />

integrated into vehicles (‘survivability systems’). The project-linked<br />

nature of revenues is an inherent feature of this market. Demand for<br />

composite materials in sectors o<strong>the</strong>r than aerospace and armour<br />

markets increased; <strong>the</strong> automotive sector in particular is an important<br />

potential growth area.<br />

The operating result before amortisation of intangible fixed assets<br />

rose by 61% to € 70.3 million (2010: € 43.8 million). The currency effect<br />

amounted to – 7%. The EBITA margin rose to 13.1% (2010: 9.8%).<br />

The growth of <strong>the</strong> aerospace market had a positive impact on <strong>the</strong><br />

utilisation rate of Dutch production capacity, contributing to <strong>the</strong> strong<br />

profit improvement in <strong>the</strong> sector.<br />

TENCATE PROTECTIVE FABRICS AND TENCATE OUTDOOR<br />

FABRICS<br />

MARKET POSITION AND STRATEGY<br />

<strong>TenCate</strong> Protective Fabrics is <strong>the</strong> market leader in America and Europe<br />

in <strong>the</strong> field of protective fabrics. The constantly widening product<br />

portfolio is now being marketed worldwide. <strong>TenCate</strong> focuses on<br />

four markets:<br />

◾ defence and police<br />

◾ industrial safety, firefighting and emergency response<br />

◾ services, such as healthcare<br />

◾ industry.<br />

The products offer protection against a range of risks in <strong>the</strong> workplace,<br />

for example from chemicals, fire and static electricity. <strong>TenCate</strong> has<br />

acquired leading positions in various segments of this market, for<br />

which specific concepts have been or are being developed. <strong>TenCate</strong><br />

Defender M materials are <strong>the</strong> most significant of <strong>the</strong>se.<br />

The market for professional wear and work clothing is highly regulated,<br />

with governments enacting labour legislation specifying safety<br />

standards in certain risk areas. <strong>TenCate</strong> customers are ready-to-wear<br />

clothing producers and industrial clothing laundries offering a full<br />

range of services for end-users. <strong>TenCate</strong> focuses on industrial markets,<br />

firefighting, emergency services and <strong>the</strong> healthcare sector.<br />

New products, such as <strong>TenCate</strong> Tecasafe Plus for <strong>the</strong> American and<br />

Asian markets in particular, are playing an important role in <strong>the</strong><br />

continuing market development, both domestically and internationally.<br />

The concepts developed by <strong>TenCate</strong> for <strong>the</strong>se markets are very


promising, as <strong>the</strong> products are ideally positioned, with <strong>TenCate</strong><br />

combining four essential characteristics: affordability, comfort,<br />

protection and long service life.<br />

Defence applications are a highly successful development. <strong>TenCate</strong><br />

Defender M is considered to be <strong>the</strong> US standard for uniforms with<br />

flame-resistant protection. As a result, this product is one of <strong>the</strong> major<br />

pillars underpinning <strong>TenCate</strong>’s strong growth in defence markets at<br />

home and abroad. As part of <strong>TenCate</strong> Protective Fabrics, <strong>the</strong> <strong>TenCate</strong><br />

Defense & Tactical business unit on <strong>the</strong> one hand responds to <strong>the</strong><br />

principle of end-user marketing with <strong>the</strong> <strong>TenCate</strong> Defender M<br />

platform (<strong>the</strong> development of specifications in close co-operation with<br />

various end-users) and on <strong>the</strong> o<strong>the</strong>r hand serves as a vehicle for <strong>the</strong><br />

development of a worldwide sales strategy. This strategy is focused on<br />

expansion both in geographic terms and with regard to o<strong>the</strong>r defence<br />

applications (product differentiation).<br />

<strong>TenCate</strong>’s positioning is supported by an industrial branding policy<br />

based mainly on <strong>the</strong> quality and functionality of high-grade protection.<br />

<strong>TenCate</strong> supplies unique solution-focused concepts (systems). These<br />

have proved successful in use with <strong>the</strong> US Army.<br />

<strong>TenCate</strong> has a broad technological base and access to <strong>the</strong> worldwide<br />

commodities market as a result of its long-term focus as a global<br />

player on this niche market. In addition to activities and strong market<br />

positions in <strong>the</strong> US and Europe, <strong>TenCate</strong> has established a joint venture<br />

in Thailand for <strong>the</strong> production of safety fabrics for <strong>the</strong> Asian market<br />

and for fur<strong>the</strong>r development in this region. In 2011, <strong>the</strong> strategic efforts<br />

were scaled up to market <strong>the</strong> <strong>TenCate</strong> Tecasafe ® Plus product portfolio<br />

worldwide. Global demand for <strong>TenCate</strong> Tecasafe ® Plus is growing.<br />

Various steps have been taken to respond to this growth, including an<br />

increase number of variants in <strong>the</strong> collection. End-users want <strong>the</strong> most<br />

economical protection combined with <strong>the</strong> excellent performance,<br />

comfort and quality of <strong>the</strong> fabrics. <strong>TenCate</strong> Tecasafe ® Plus has become<br />

<strong>the</strong> preferred fabric on many continents. <strong>TenCate</strong> Tecasafe Plus ® has<br />

also been well received in various new markets, such as South<br />

America, Asia and Australia. The increased service level is a key point.<br />

In order to meet <strong>the</strong> demand for superior flame-retardant fabrics in<br />

South-East Asia, <strong>TenCate</strong> has built up inventories to ensure that <strong>the</strong><br />

product is immediately available. <strong>TenCate</strong> has also stationed additional<br />

personnel in Asia to guarantee a high level of customer attention.<br />

SUSTAINABILITY<br />

<strong>TenCate</strong> Protective Fabrics endeavours on <strong>the</strong> one hand to make target<br />

groups aware of protection concepts and multi-risk solutions and on<br />

<strong>the</strong> o<strong>the</strong>r hand to influence standards and specifications in order to<br />

offer end-users <strong>the</strong> utmost security and protection. The market group<br />

regularly works closely with international customers in <strong>the</strong> chain<br />

(including in <strong>the</strong> laundry sector) and with industry organisations, with<br />

<strong>the</strong> aim of reducing <strong>the</strong> impact on <strong>the</strong> chain. This can be achieved<br />

by means of technological innovations and R&D projects, <strong>the</strong>reby<br />

increasing <strong>TenCate</strong>’s involvement in <strong>the</strong> setting of specifications in<br />

tenders. That is being done successfully with customers in sectors<br />

such as <strong>the</strong> petrochemical industry and <strong>the</strong> firefighting market. In<br />

defence organisations, a focus is on personal protection of military<br />

personnel to prevent burns and serious fire injuries and high social<br />

costs for rehabilitation and o<strong>the</strong>r measures (social interest).<br />

GENERAL PERFORMANCE<br />

The main contribution to <strong>the</strong> strong revenue growth in 2011 came from<br />

<strong>the</strong> <strong>TenCate</strong> Defender M and <strong>TenCate</strong> Tecasafe ® Plus products.<br />

The markets developed favourably for both product groups, including<br />

outside <strong>the</strong> United States and Europe. The foundation for this was<br />

expanded during <strong>the</strong> reporting year. A positive factor was that <strong>the</strong><br />

exemption from import restrictions for <strong>the</strong> United States (Berry<br />

Amendment) for foreign fibres was extended to 2015 at <strong>the</strong> beginning<br />

of 2011. This exemption became permanent at <strong>the</strong> end of 2011.<br />

In <strong>the</strong> United States and Canada, <strong>the</strong> market position and production<br />

activities were expanded with <strong>the</strong> acquisition of <strong>the</strong> assets of Difco<br />

Performance Fabrics in Montreal (Quebec, Canada) in <strong>the</strong> second<br />

quarter of <strong>the</strong> financial year.<br />

<strong>TenCate</strong> generally witnessed strong interest in new concepts relating<br />

to fire-resistant fabrics in 2011. <strong>TenCate</strong> Tecasafe Plus and <strong>TenCate</strong><br />

Defender M are based on fibre blends to meet <strong>the</strong> precise<br />

specifications of customer groups. The <strong>value</strong> <strong>proposition</strong> lies primarily<br />

in <strong>the</strong> combination of unrivalled performance, optimum wearing<br />

comfort and economic prices compared to products based on<br />

100% aramid fibres traditionally used in many markets. Toge<strong>the</strong>r<br />

with <strong>TenCate</strong> Defender M, <strong>the</strong> <strong>TenCate</strong> Tecasafe ® and <strong>TenCate</strong><br />

Tecashield ® ranges make up a complete portfolio of multi-risk<br />

safety fabrics for emergency response and defence applications.<br />

Annual Report 2011 35


In addition to composite for <strong>the</strong> tailpiece<br />

and elevator, <strong>TenCate</strong> Advanced<br />

Composites also supplies composite<br />

for <strong>the</strong> fl oor components in <strong>the</strong><br />

Gulfstream G650. Fokker Aerostructures<br />

incorporates <strong>the</strong> <strong>TenCate</strong> Cetex ®<br />

laminate into two fl oor types: nonpressure<br />

fl oors that must be able to<br />

bear an average shear load of freight,<br />

passengers and crew in parts of <strong>the</strong><br />

cargo hold, <strong>the</strong> cabin and <strong>the</strong> cockpit.<br />

And pressure fl oors that are subject to<br />

high pressure and low temperatures<br />

during <strong>the</strong> fl ight, as part of <strong>the</strong> primary<br />

structure of <strong>the</strong> aircraft.<br />

The fl oor components provide<br />

structural performance and, thanks<br />

to <strong>the</strong> toughness of <strong>the</strong> laminate,<br />

great resistance to damage. Yet this<br />

composite material from <strong>TenCate</strong> is also<br />

attractively priced due to cost-effi cient<br />

processing, such as <strong>the</strong>rmofolding<br />

edges and welding inserts. The nonpressure<br />

fl oor components demand<br />

both lightweight material and great<br />

impact strength against damage.<br />

Preservation of <strong>the</strong> tensile strength of<br />

<strong>the</strong> <strong>the</strong>rmoplastic fl oor panels is much<br />

greater than that of traditional metals<br />

and even of <strong>the</strong>rmoset composites.<br />

AEROSPACE COMPOSITES<br />

<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>


REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />

<strong>TenCate</strong> Tecasafe Plus has built up such brand awareness that it now<br />

occupies a leading position in <strong>the</strong> global market for industrial safety<br />

fabrics. In <strong>the</strong> case of <strong>TenCate</strong> Defender M, at least ten wearing trials<br />

have been conducted among large army units outside <strong>the</strong> United<br />

States. Decision-making processes in defence markets on <strong>the</strong><br />

acquisition of new material also involve <strong>the</strong> setting of ultimate<br />

specifications and are related to government budgets. Never<strong>the</strong>less,<br />

<strong>the</strong> United States will remain by far <strong>the</strong> most important defence<br />

market in <strong>the</strong> near future, despite expected budget cuts by <strong>the</strong><br />

US defence ministry.<br />

The use of <strong>TenCate</strong> Defender M in products for police and firefighters,<br />

as well as industrial applications, will also lead to an increase in<br />

revenues. Although <strong>the</strong> number of US military personnel deployed in<br />

Iraq and Afghanistan is decreasing, <strong>the</strong>re is gradual growth in o<strong>the</strong>r<br />

armies and a wider geographic spread of revenues. This is illustrated<br />

among o<strong>the</strong>r things by <strong>the</strong> developments below in 2011.<br />

One of <strong>the</strong> orders, in this case in <strong>the</strong> defence sector, was from <strong>the</strong><br />

Italian producer Aero Sekur for <strong>the</strong> supply of inherently flame-resistant<br />

<strong>TenCate</strong> Defender M fabrics for <strong>the</strong> Italian Soldier of <strong>the</strong> Future<br />

programme. The aim of this programme is to modernise <strong>the</strong> equipment<br />

of Italian infantry soldiers. This order is an important benchmark.<br />

All NATO countries have a Soldier of <strong>the</strong> Future programme. Flameresistant<br />

clothing is expected to play a significant role in future<br />

tenders.<br />

Since May 2011, <strong>TenCate</strong> has been involved in extensive wearing trials<br />

conducted by <strong>the</strong> Australian Defence Force in Afghanistan. <strong>TenCate</strong><br />

Protective Fabrics USA has supplied <strong>the</strong> <strong>TenCate</strong> Defender M fabric<br />

for this purpose. The uniforms are printed with <strong>the</strong> Multi Cam ®<br />

camouflage pattern. An new order was also received for <strong>TenCate</strong><br />

Defender M in November for 10,000 additional uniforms as part of an<br />

ongoing wearing trial of army uniforms by <strong>the</strong> Australian armed forces.<br />

In September, <strong>TenCate</strong> signed a memorandum of cooperation with<br />

Beijing Chinamex International Investment (Chinamex) to develop <strong>the</strong><br />

Chinese market for protective fabrics. The partners aim to market<br />

flame-retardant (FR) products for uniforms for <strong>the</strong> police and<br />

emergency services.<br />

<strong>TenCate</strong> has also signed a co-operation agreement with Samil Spinning<br />

in Seoul, South Korea. The partners aim to expand <strong>the</strong> <strong>TenCate</strong><br />

Defender M product portfolio in <strong>the</strong> South Korean army and police<br />

market.<br />

At <strong>the</strong> beginning of <strong>the</strong> fourth quarter, <strong>TenCate</strong> Defense & Tactical<br />

received a major order from <strong>the</strong> US Army for new <strong>TenCate</strong> Defender M fabrics. These have been specifically designed to meet new enduser<br />

requirements for improved performance in military pants. The new<br />

fabrics, including <strong>TenCate</strong> Defender M stretch, are intended to<br />

improve comfort and durability. Two new contracts were also awarded<br />

for <strong>the</strong> purchase of <strong>the</strong> Army Combat Pant (ACP).<br />

In North America, <strong>TenCate</strong> is also supplying flame-resistant fabrics for<br />

two successful tenders in <strong>the</strong> Canadian military market. The first is<br />

being used by <strong>the</strong> Canadian Air Force. The second concerns <strong>TenCate</strong><br />

Campshield FR interior fabric for use in tents for all Canadian army<br />

units.<br />

The firefighting market in <strong>the</strong> US, <strong>the</strong> second important market,<br />

remained sluggish in 2011 due to budget cuts among local authorities.<br />

<strong>TenCate</strong> is never<strong>the</strong>less ideally positioned to respond to changing<br />

market demand, due to <strong>the</strong> increasing need for cheaper and better<br />

solutions, such as <strong>the</strong> use of <strong>TenCate</strong> Defender M in firefighters’<br />

protective clothing. This product has patented, inherently flameresistant<br />

characteristics which will not wash out or wear off and it is<br />

ideal for use as a <strong>the</strong>rmal lining for firefighters’ protective clothing.<br />

There is also an increasing focus on <strong>the</strong> firefighting market outside<br />

<strong>the</strong> US.<br />

<strong>TenCate</strong> Outdoor Fabrics experienced a stable revenue trend in 2011<br />

and thus retained its leading position in a mature market for inherently<br />

flame-resistant fabrics.<br />

<strong>TenCate</strong> Protective Fabrics and Xennia Technology made joint progress<br />

with digital textile finishing in 2011. Initial production is due to start at<br />

Nijverdal during <strong>the</strong> current year. This is an innovative way to print<br />

and/or finish technical textiles efficiently and to a very high standard,<br />

allowing improvements to existing products and <strong>the</strong> development of<br />

new products with new functionalities.<br />

Annual Report 2011 37


REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />

OUTLOOK FOR TENCATE PROTECTIVE FABRICS<br />

2012 will not be comparable to 2011, because total annual sales to <strong>the</strong><br />

US Army are expected to decrease. There will also be a different<br />

breakdown of sales over <strong>the</strong> quarters in view of <strong>the</strong> project-based<br />

nature of <strong>the</strong> markets. Never<strong>the</strong>less, <strong>the</strong> focus in <strong>the</strong> US on possible<br />

foreign conflict zones and terrorism remains strong, with a great deal<br />

of attention paid to personal protection. The same applies to o<strong>the</strong>r<br />

army units. <strong>TenCate</strong> will devote full attention to new markets and<br />

geographic areas in which <strong>the</strong> company has yet to build up any<br />

substantial positions, such as Asia, South America, China and India.<br />

<strong>TenCate</strong> has an excellent basis for this. Continuing market and product<br />

development is expected to deliver long-term growth in protective<br />

fabrics worldwide.<br />

Protection solutions in 3D video clip<br />

<strong>TenCate</strong> Protective Fabrics has developed a 3D video clip to<br />

illustrate one of <strong>the</strong> protection solutions it provides for firefighters.<br />

<strong>TenCate</strong> Protective Fabrics has developed <strong>TenCate</strong> Tecasystem <br />

– Millenia ® 450 for <strong>the</strong> protective clothing worn by firefighters.<br />

This is a multilayered system that provides protection and enables<br />

a firefighter’s suit to be produced with a weight of just 2.5 kilos.<br />

The system is extremely comfortable to wear, with an optimum<br />

composition of <strong>the</strong> different layers. The clip can be viewed on <strong>the</strong><br />

<strong>TenCate</strong> Protective Fabrics website and on YouTube.<br />

38<br />

Royal Ten Cate<br />

TENCATE SPACE & AEROSPACE AND INDUSTRIAL<br />

COMPOSITES AND TENCATE ADVANCED ARMOUR<br />

MARKET POSITION AND STRATEGY<br />

<strong>TenCate</strong> is one of <strong>the</strong> leading companies in <strong>the</strong> field of armour<br />

materials for vehicle armour (armour composites) and space and<br />

aerospace composites. <strong>TenCate</strong> also focuses increasingly on special<br />

industrial and o<strong>the</strong>r applications for composites, for example in <strong>the</strong><br />

automotive industry and <strong>the</strong> energy sector. These are composite<br />

materials and compounds which replace steel, titanium and aluminium,<br />

make a major contribution to weight saving and have better functional<br />

characteristics.<br />

<strong>TenCate</strong>’s strategy is aimed mainly at securing a leading technological<br />

position, developing material science, knowledge of production<br />

processes in <strong>the</strong> industrial chain and direct access to end-markets and<br />

OEMs (original equipment manufacturers), partly on <strong>the</strong> basis of<br />

integrated concepts and systems. Qualifications are crucially important<br />

in order to operate in future systems programmes in <strong>the</strong>se markets.<br />

At present, <strong>the</strong> largest proportion of sales of composites is related to<br />

ballistic protection (armour composites), although space and aerospace<br />

applications are increasing in terms of relative importance. <strong>TenCate</strong><br />

Advanced Armour provides an integrated solution for protection<br />

against <strong>the</strong> consequences of roadside bombs and <strong>the</strong> associated<br />

pressure wave, fragments and flames.<br />

<strong>TenCate</strong> Advanced Armour is <strong>the</strong> global market leader in (complex)<br />

concepts for vehicle armour. These increasingly have to be supplied<br />

on an integrated basis. That requires <strong>the</strong> maintenance of in-house<br />

design and production facilities, including in <strong>the</strong> local market.<br />

<strong>TenCate</strong> <strong>the</strong>refore operates from sites in <strong>the</strong> United States, <strong>the</strong><br />

United Kingdom, France, <strong>the</strong> Ne<strong>the</strong>rlands, Denmark and India.<br />

A wide geographic presence is required, toge<strong>the</strong>r with an extensive,<br />

innovative and constantly developing portfolio (Active Armour<br />

Systems). The American market is <strong>the</strong> largest. In Europe, <strong>the</strong> United<br />

Kingdom and France are important markets.<br />

Customers include particularly large industrial conglomerates in <strong>the</strong><br />

defence industry, producers of trucks, aircraft, helicopters etc. and<br />

<strong>the</strong> related suppliers. They are responding to increasing threat levels.<br />

Governments (defence ministries) determine <strong>the</strong> specifications.<br />

<strong>TenCate</strong> operates as a single group worldwide and with a pan-


European armour organisation, to <strong>the</strong> extent permitted by <strong>the</strong> defence<br />

authorities, for <strong>the</strong> exchange of knowledge and solutions. <strong>TenCate</strong><br />

occupies an important position as a (fibre-)independent producer of<br />

composites and processes a range of fibres including aramid, glass,<br />

carbon and HPPE supplied by third parties. <strong>TenCate</strong> offers a wide range<br />

of products, systems and solutions in this market.<br />

An important aspect of <strong>the</strong>se defence and o<strong>the</strong>r markets is <strong>the</strong>ir<br />

project-based character. The global presence, <strong>the</strong> breadth of <strong>the</strong><br />

product portfolio and <strong>the</strong> conceptual approach are important strengths<br />

of <strong>the</strong> organisation. These are increasingly being exploited both within<br />

<strong>the</strong> group and with o<strong>the</strong>r <strong>TenCate</strong> market groups. This will give fur<strong>the</strong>r<br />

substance to <strong>the</strong> system approach and achieve market synergy. In India<br />

<strong>the</strong>re is now a joint marketing and sales organisation for <strong>TenCate</strong><br />

Protective Fabrics and <strong>TenCate</strong> Advanced Armour. There are also<br />

increasingly joint presentations at trade fairs and conferences as<br />

well as joint marketing, streng<strong>the</strong>ning <strong>the</strong> <strong>TenCate</strong> <strong>proposition</strong> in <strong>the</strong><br />

defence market. This concerns <strong>the</strong> general protection of personnel<br />

and materiel based on fabrics and armour composites. A conceptual<br />

approach to <strong>the</strong> <strong>the</strong>me of protection is more effective than a more<br />

product-focused, individual approach. In this regard <strong>the</strong> security<br />

system to protect against <strong>the</strong> impact of roadside bombs (<strong>TenCate</strong><br />

ABDS active blast countermeasure system) can be a complementary<br />

system component that streng<strong>the</strong>ns <strong>the</strong> overall <strong>value</strong> <strong>proposition</strong>.<br />

In <strong>the</strong> aviation market, composite material is used in interior and<br />

structural components. The scope for <strong>the</strong> use of aerospace composites<br />

is still fairly limited overall, but is growing considerably. New<br />

generations of aircraft are providing a strong impetus for growth.<br />

<strong>TenCate</strong> Space Composites has a leading role in composite materials<br />

for satellite programmes in <strong>the</strong> United States. In <strong>the</strong> aviation industry,<br />

<strong>TenCate</strong> Aerospace Composites operates in <strong>the</strong> field of civil aviation<br />

and business jets, as well as in military aviation. The main civil aviation<br />

customers are Airbus and Boeing and <strong>the</strong>ir direct suppliers. The market<br />

is being fur<strong>the</strong>r developed on this basis. The <strong>TenCate</strong> Cetex ® material<br />

now occupies a strong position. Among o<strong>the</strong>r products, <strong>the</strong> leading<br />

edge of <strong>the</strong> wing (J nose) and <strong>the</strong> engine intakes of <strong>the</strong> A380 are<br />

manufactured from this lightweight and strong (noise-reducing)<br />

material. <strong>TenCate</strong> Cetex ® material is also being used in <strong>the</strong> Boeing 787.<br />

In many cases, for reasons of confidentiality, it is not possible to<br />

provide specific information on <strong>the</strong> components manufactured with<br />

<strong>TenCate</strong> materials.<br />

SUSTAINABILITY<br />

<strong>TenCate</strong> Advanced Composites and <strong>TenCate</strong> Advanced Armour actively<br />

pursue a policy of persuading customers – such as <strong>the</strong> aircraft and<br />

automotive industry – and military and civilian authorities of <strong>the</strong><br />

sustainability (recyclable, fuel-saving and noise-reducing) and safety<br />

(fire-retardant, bullet- and fragment-resistance) characteristics of<br />

a wide range of <strong>the</strong>rmoplastic composites. The aircraft industry<br />

in particular is currently experiencing a major development by moving<br />

from secondary to primary structural components made of composites<br />

in aircraft.<br />

<strong>TenCate</strong> Outdoor Fabrics presents <strong>the</strong> tent<br />

of <strong>the</strong> future<br />

In <strong>the</strong> Outdoor Living in <strong>the</strong> Future pavilion at <strong>the</strong> annual Camping<br />

and Caravanning Show in October 2011, <strong>TenCate</strong> Outdoor Fabrics<br />

joined forces with <strong>the</strong> European camping and caravanning industry<br />

and Jaarbeurs Utrecht to demonstrate <strong>the</strong> potential functionalities<br />

of tents in <strong>the</strong> future. The demonstration included projections on<br />

five tents made of white <strong>TenCate</strong> All Season Residential tent fabric.<br />

The new functionalities are self-cleaning, insulation, mosquito<br />

repellence, high visibility and glow-in-<strong>the</strong>-dark capability using<br />

sunlight absorbed during <strong>the</strong> day. New manufacturing techniques<br />

will make <strong>the</strong>se functionalities possible in <strong>the</strong> next five years.<br />

Annual Report 2011 39


The naval protection of sea-lanes,<br />

troops, ports and shore installations,<br />

and <strong>the</strong> defensive purpose of <strong>the</strong> navy to<br />

frustrate seaborne projection-of-force<br />

by enemies demand that naval forces<br />

wear <strong>the</strong> most fl exible yet protective<br />

uniforms. Knowledge and technological<br />

innovations from <strong>TenCate</strong> ensure<br />

optimally protective crew garments, for<br />

naval personnel on <strong>the</strong> launching pad to<br />

<strong>the</strong> seamen on <strong>the</strong> lower decks.<br />

During 2011 <strong>TenCate</strong> Defender M in<br />

<strong>the</strong> colour black has been supplied<br />

to <strong>the</strong> Norwegian Defence Logistic<br />

Organisation. This colour is <strong>the</strong> result<br />

of ongoing product development based<br />

on specifi c customer needs. Thanks to<br />

patented technology and <strong>the</strong> success<br />

of <strong>TenCate</strong> Defender M – developed by<br />

<strong>TenCate</strong> Protective Fabrics in <strong>the</strong> US –<br />

<strong>the</strong> Research & Development team in <strong>the</strong><br />

Ne<strong>the</strong>rlands, created a new composition<br />

in 2010. As a result, this protective fabric<br />

is available in <strong>the</strong> colours dark blue and<br />

black. Thanks to this innovation, this<br />

protective fabric can also be used for<br />

o<strong>the</strong>r markets, such as marine corps and<br />

police forces, who principally wear <strong>the</strong><br />

colours black or blue for <strong>the</strong>ir operations.<br />

PROTECTIVE FABRICS<br />

<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>


REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />

In <strong>the</strong> longer term, <strong>the</strong> trend towards lightweight composites<br />

materials remains positive, in view of <strong>the</strong> superior characteristics.<br />

The development co-operation in <strong>the</strong> Dutch aviation cluster with both<br />

Airbus (TAPAS consortium) and Boeing (TPRC) anticipates this trend.<br />

These joint ventures underline <strong>the</strong> importance of <strong>the</strong> joint aim of<br />

achieving strong growth in <strong>the</strong> share of composites used in aviation,<br />

partly by improving processing technologies and widening applications.<br />

<strong>TenCate</strong> is focusing in particular on special industrial and o<strong>the</strong>r<br />

applications for composites, for example in <strong>the</strong> automotive industry,<br />

<strong>the</strong> oil and gas sector, wind energy, high-grade sport applications,<br />

<strong>the</strong> medical sector, mechanical engineering and construction.<br />

<strong>TenCate</strong> Industrial Composites is a new part of <strong>the</strong> market group<br />

alongside Space & Aerospace Composites and Advanced Armour.<br />

GENERAL PERFORMANCE OF TENCATE SPACE & AEROSPACE<br />

COMPOSITES<br />

The <strong>TenCate</strong> Aerospace Composites market group achieved solid<br />

revenue growth in 2011 as a result of <strong>the</strong> increased production volume<br />

for <strong>the</strong> Airbus A380, <strong>the</strong> A350 and <strong>the</strong> Boeing 787. The growth of<br />

volumes in aerospace composites had a positive effect on <strong>the</strong> capacity<br />

utilisation rate, particularly in <strong>the</strong> Dutch production facilities.<br />

<strong>TenCate</strong> Advanced Composites in <strong>the</strong> United States has transferred its<br />

activities in Morgan Hill (California) to an adjoining site. Consequently<br />

three sites are now concentrated at a single location, allowing more<br />

efficient operation and providing 40% more production space. This<br />

investment was prompted in part by growing demand for durable,<br />

lightweight composite materials in both <strong>the</strong> traditional composites<br />

markets (aerospace and space) and o<strong>the</strong>r industrial sectors. The new<br />

site houses <strong>the</strong> production of <strong>the</strong>rmoplastic composites, R&D<br />

laboratories and offices. The Morgan Hill location mainly produces<br />

composites for <strong>the</strong> aerospace industry. The carbon-free production of<br />

radar domes, for example, has been expanded at this site. The Morgan<br />

Hill site was also one of <strong>the</strong> recipients of a JEC Composite Innovation<br />

Award 2011 for <strong>the</strong> use of <strong>the</strong>rmoplastic composites in aircraft seats<br />

from Cutting Dynamics. Positive developments arose from <strong>the</strong> longterm<br />

supply contract with Boeing for components for <strong>the</strong> Boeing 787<br />

Dreamliner. <strong>TenCate</strong> is also supplying composite materials – including<br />

<strong>TenCate</strong> Cetex ® – for o<strong>the</strong>r features of this aircraft.<br />

<strong>TenCate</strong> Advanced Composites in <strong>the</strong> United States supplies customerspecific<br />

prepreg products. As a leading developer and producer of<br />

<strong>the</strong>rmohardened and <strong>the</strong>rmoplastic prepregs, <strong>TenCate</strong> supplies hightech<br />

materials to various markets. These include aerospace, shipping,<br />

infrastructure and oil and gas extraction. Towards <strong>the</strong> end of <strong>the</strong> year,<br />

<strong>the</strong> production sites for prepregs in Morgan Hill and Fairfield were<br />

certified in accordance with <strong>the</strong> AS9100: 2009 Rev C quality standard.<br />

The certification also relates to CCS Composites. This American<br />

subsidiary of <strong>TenCate</strong> supplies compression moulding components to<br />

<strong>the</strong> aviation industry.<br />

As well as volume growth in aerospace composites, <strong>TenCate</strong> Advanced<br />

Composites in Europe also experienced <strong>the</strong> positive effect of a<br />

contract to supply <strong>TenCate</strong> Cetex ® carbon laminates for use in <strong>the</strong> new<br />

Airbus A350 XWB and o<strong>the</strong>r EADS applications. Under this contract,<br />

deliveries of <strong>TenCate</strong> Cetex ® began to various Tier 1 and Tier 2<br />

partners of Airbus producing fuselage shells and components for<br />

<strong>the</strong> A350 XWB. The <strong>TenCate</strong> Cetex ® . material will be used in <strong>the</strong><br />

reinforcing structure for <strong>the</strong> fuselage of <strong>the</strong> A350 XWB. The<br />

<strong>the</strong>rmoplastic material is already being used in <strong>the</strong> Airbus A380.<br />

One of <strong>the</strong> advantages of using <strong>the</strong>rmoplastic composites is <strong>the</strong><br />

possibility of large-volume series production, enabling <strong>the</strong> sector<br />

to obtain <strong>the</strong> necessary cost benefits.<br />

<strong>TenCate</strong> Advanced Composites and Toray Industries (Tokyo) have<br />

signed an agreement to supply carbon fibres to <strong>TenCate</strong> for <strong>the</strong><br />

production of <strong>the</strong>rmoplastic <strong>TenCate</strong> Cetex ® RTL composite materials<br />

up to 2015. These fibres are used for <strong>the</strong> growing number of composite<br />

laminates which <strong>TenCate</strong> produces for <strong>the</strong> aviation industry. In <strong>the</strong><br />

future, it will also be possible to use strong, lightweight composite<br />

materials derived from <strong>TenCate</strong> Cetex ® technology in applications<br />

in <strong>the</strong> automotive industry. With this development <strong>TenCate</strong> will enter<br />

a market with substantial future volume potential.<br />

Slight growth was recorded in <strong>the</strong> military aviation industry.<br />

The commercial aerospace sector (including communication and<br />

navigation satellites) in <strong>the</strong> United States and Europe continued to<br />

show steady growth in composite materials. Unmanned aerial vehicles<br />

(UAVs) for army use and <strong>the</strong> satellite industry remain an important<br />

growth market for <strong>TenCate</strong>. These market positions were fur<strong>the</strong>r<br />

streng<strong>the</strong>ned in 2011.<br />

Annual Report 2011 41


REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />

GENERAL PERFORMANCE OF TENCATE ADVANCED ARMOUR<br />

The armour composites market in <strong>the</strong> United States was sluggish in<br />

2011, although <strong>the</strong> sales volume continued to rise. There was some<br />

price pressure, however, particularly in <strong>the</strong> field of personal protection,<br />

which is more of a volume market. By contrast, developments in<br />

Europe, where <strong>TenCate</strong> has been operating for a number of years<br />

as a system integrator for vehicle armour, were positive. The vehicle<br />

armour market is moving increasingly in <strong>the</strong> direction of new system<br />

programmes. These systems are fully integrated into vehicles<br />

(survivability systems) and <strong>the</strong> programmes usually have a turnaround<br />

time of several years, as in <strong>the</strong> case of <strong>the</strong> major Eurocopter project<br />

(NH90). The contract for this programme contributed positively to <strong>the</strong><br />

Innovation award for composite tipper<br />

In March 2011 <strong>the</strong> Fiby composite tipper won <strong>the</strong> Innovation Award<br />

in <strong>the</strong> transport category at <strong>the</strong> JEC Composites Show in Paris.<br />

The international Innovation Award is considered to be one of <strong>the</strong><br />

most prestigious in <strong>the</strong> world of composites. The loading body will<br />

be used to transport loose materials such as gravel, sludge, sand,<br />

agricultural crops, animal feed, industrial waste and asphalt. The<br />

benefits of syn<strong>the</strong>tic material are its considerably lower weight and<br />

its insulating properties. When <strong>the</strong> loading body is empty, <strong>the</strong> user<br />

will save a lot of fuel, and a lighter body means <strong>the</strong> vehicle can<br />

carry a heavier load.<br />

42<br />

Royal Ten Cate<br />

revenue trend. Expectations for <strong>the</strong> market as a whole remain<br />

structurally positive. Developments in <strong>the</strong>se markets should be viewed<br />

over a longer period.<br />

At <strong>the</strong> end of 2011, <strong>TenCate</strong> reached agreement to acquire <strong>the</strong> Danish<br />

company ABDS ApS. This acquisition follows <strong>the</strong> successful testing<br />

and simulations with <strong>the</strong> <strong>TenCate</strong> ABDS active blast countermeasure<br />

system. These tests were carried out by <strong>TenCate</strong> Advanced Armour<br />

and ABDS in collaboration with <strong>the</strong> Danish Defence Acquisition and<br />

Logistics Organisation using improvised explosives on <strong>the</strong> vulnerable<br />

underside of a 15-tonne armoured personnel transport vehicle with <strong>the</strong><br />

fully integrated <strong>TenCate</strong> ABDS active blast countermeasure system.<br />

These targeted vehicle tests are an essential part of <strong>the</strong> actual<br />

implementation of <strong>the</strong> system.<br />

This acquisition has now been completed. The company is being<br />

integrated as <strong>TenCate</strong> Active Protection ApS. <strong>TenCate</strong>’s full ownership<br />

provides effective support for <strong>the</strong> market introduction <strong>through</strong><br />

manufacturers of army vehicles. The acquisition was completed after<br />

<strong>the</strong> transaction was approved by <strong>the</strong> Danish authorities at <strong>the</strong><br />

beginning of 2012. The market implementation of <strong>the</strong> system will take<br />

place in <strong>the</strong> course of 2012-2013. On <strong>the</strong> basis of <strong>the</strong> good results<br />

obtained so far from <strong>the</strong> testing and simulations, it is clear that <strong>the</strong><br />

market has a definite interest in various vehicle programmes.<br />

Innovative integration concepts have also been designed for a series of<br />

combat and tactical military vehicles.<br />

Ballistic protection systems were supplied for <strong>the</strong> second of three<br />

Danish frigates in <strong>the</strong> Iver Huitfeldt class at <strong>the</strong> end of 2011. Thanks to<br />

<strong>TenCate</strong>’s modular approach to armour production for armour solutions,<br />

this was completed well within <strong>the</strong> specified time and budget. Here too<br />

<strong>the</strong>re was close collaboration with <strong>the</strong> Danish DALO. <strong>TenCate</strong> adopts<br />

a modular approach to armour production and aims for flexible design<br />

solutions. This is possible thanks to <strong>the</strong> <strong>TenCate</strong> Ceratego ® and<br />

<strong>TenCate</strong> Liba ® ceramic armour systems. Both afford excellent<br />

protection against a wide range of threats in a lightweight, modular<br />

package. Due to <strong>the</strong> large number of projects for <strong>the</strong> protection of both<br />

vehicles and naval vessels, <strong>the</strong> positive collaboration between <strong>the</strong><br />

Danish army and <strong>TenCate</strong> has been streng<strong>the</strong>ned.


<strong>TenCate</strong> Advanced Armour EMEA in Primarette (France) took<br />

occupancy of a new production site in <strong>the</strong> second half of 2011. The<br />

building has been specifically designed for <strong>the</strong> production of armour<br />

composites for <strong>the</strong> aerospace industry, including in consultation with<br />

Eurocopter. The Primarette site develops and manufactures both highgrade<br />

aerospace applications and industrial applications (vehicle and<br />

personal protection). Armour solutions for aerospace increasingly have<br />

to be supplied on an integrated basis as ready-to-install kits<br />

comprising various panels. This means design, storage, production and<br />

service and support facilities have to be at a single site. This has also<br />

led to <strong>the</strong> alignment of quality management systems within <strong>the</strong> group<br />

in order to meet <strong>the</strong> high demands of aircraft manufacturers.<br />

<strong>TenCate</strong> Advanced Armour and <strong>TenCate</strong> Protective Fabrics took <strong>the</strong><br />

initiative of organising an international conference in London on 23 and<br />

24 May on <strong>the</strong> protection of military personnel in current and future<br />

conflicts. The aim was to show how <strong>TenCate</strong> translates its commitment<br />

to <strong>the</strong> protection of soldiers into protection solutions. <strong>TenCate</strong><br />

Advanced Armour presented its lightweight protection solutions in<br />

September at Defence & Security Equipment International, <strong>the</strong><br />

international trade fair for defence and safety equipment, in London.<br />

An advanced technology for <strong>the</strong> production of three-dimensional<br />

armour based on <strong>TenCate</strong> Liba ® was also exhibited, involving<br />

composite-based armour solutions. These enable steel hinge<br />

components in armoured vehicles to be replaced by lighter, stronger<br />

composite materials. <strong>TenCate</strong> also demonstrated protection solutions<br />

for various threats, such as anti-tank weapons and rocket-propelled<br />

grenades (RPGs) and roadside bombs, lightweight solutions for<br />

personal protection, flexible ballistic protection systems for vehicles,<br />

modular and durable armour solutions for naval vessels and lightweight<br />

ballistic protection solutions for aircraft.<br />

OUTLOOK FOR TENCATE SPACE & AEROSPACE COMPOSITES<br />

AND TENCATE ADVANCED ARMOUR<br />

<strong>TenCate</strong> is <strong>the</strong> market leader in <strong>the</strong> American and European markets<br />

for vehicle armour based on lightweight composites. The longer-term<br />

market outlook remains consistently positive. Annual sales of armour<br />

products depend greatly on individual projects, for which governments<br />

make budgets available. The armour systems activities for aerospace<br />

are making a growing contribution to revenues.<br />

Concentration of activities at<br />

<strong>TenCate</strong> Advanced Composites USA<br />

At <strong>the</strong> end of 2011, operations at three <strong>TenCate</strong> Advanced<br />

Composites USA sites were brought toge<strong>the</strong>r in a new production<br />

annex office building in Fairfield (California). This concentration has<br />

optimised operational management, allows fur<strong>the</strong>r improvements in<br />

product quality and cost efficiency and can support <strong>the</strong> expected<br />

growth in <strong>the</strong> composites and aerospace market. <strong>TenCate</strong> Advanced<br />

Composites USA manufactures composites and components for <strong>the</strong><br />

military and commercial aviation industry and satellites. One of<br />

<strong>the</strong> improvements is <strong>the</strong> possibility of carbon-free production of<br />

radomes (domes to protect radar antennas in ships and aircraft, for<br />

example). The group also has carbon fibre-free production areas at<br />

<strong>the</strong> Morgan Hill site.<br />

Annual Report 2011 43


In early 2011, a group of companies<br />

from <strong>the</strong> province of Overijssel, <strong>the</strong><br />

Ne<strong>the</strong>rlands, recorded a world fi rst<br />

with <strong>the</strong> development of a lightweight<br />

composite tipping body for <strong>the</strong> transport<br />

sector. The new Kipper is lighter,<br />

stronger, more energy effi cient and<br />

quieter than <strong>the</strong> current metal tipping<br />

bodies.<br />

The trailer will be constructed of<br />

different layers of insulating composites<br />

from <strong>TenCate</strong>. Composites are fi brereinforced<br />

plastics that are four to six<br />

times stronger than traditional materials,<br />

such as metal. These composite<br />

materials allow a signifi cant weight<br />

reduction to be achieved, which has a<br />

positive impact on <strong>the</strong> fuel consumption,<br />

range and payload of <strong>the</strong> truck. In<br />

addition, <strong>the</strong> composite laminate can<br />

also be used as an insulating layer, for<br />

example to maintain <strong>the</strong> temperature<br />

of hot tar in a trailer. This also saves<br />

energy.<br />

ADVANCED COMPOSITES<br />

<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>


REPORT OF THE EXECUTIVE BOARD > Advanced Textiles & Composites<br />

The armour projects usually form part of programmes to upgrade and<br />

modernise army vehicles, in order to counter new threats and achieve a<br />

greater degree of mobility. These programmes will continue to take<br />

place in <strong>the</strong> future, partly in view of <strong>the</strong> trend towards offering a<br />

higher degree of protection for troops in crisis areas and achieving<br />

savings by means of modern, lightweight composites which reduce fuel<br />

and o<strong>the</strong>r costs.<br />

<strong>TenCate</strong> Protective Fabrics and <strong>TenCate</strong> Advanced Armour are<br />

increasingly collaborating to raise <strong>the</strong> effectiveness of <strong>the</strong>ir<br />

international marketing and sales. Collaboration in personal protection<br />

has already proved effective in a number of cases.<br />

There is also a positive trend in <strong>the</strong> structural demand for <strong>TenCate</strong><br />

composites in <strong>the</strong> civil aviation industry. This is partly a consequence<br />

of <strong>the</strong> qualifications which <strong>the</strong> company has obtained. During <strong>the</strong><br />

current year, <strong>TenCate</strong> should continue to benefit from long-term<br />

contracts with large international aircraft manufacturers. The outlook<br />

for <strong>the</strong> military aviation market, and for satellite programmes, remains<br />

positive.<br />

> The longer-term market outlook for<br />

vehicle armour based on lightweight<br />

composites remains consistently<br />

positive. <<br />

Annual Report 2011 45


VALUE CHAINS SECTOR GEOSYNTHETICS & GRASS<br />

END-USER MARKETS CUSTOMERS SUPPLIERS RAW MATERIALS<br />

GEOSYNTHETICS<br />

������������<br />

��Wa�����������������<br />

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GRASS<br />

��������<br />

�������������������<br />

��������<br />

��������<br />

������<br />

�������<br />

������������<br />

�������������<br />

(VALUE ADDED)<br />

RESELLERS<br />

GEOSYNTHETICS<br />

���������<br />

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(VALUE ADDED)<br />

RESELLERS<br />

GRASS<br />

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GEOSYNTHETICS<br />

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GRASS<br />

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��We�����<br />

FM HPR (USA)<br />

ISO 9001<br />

GEOSYNTHETICS<br />

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��Weaving<br />

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�����������<br />

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GRASS<br />

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�������������������<br />

GEOSYNTHETICS<br />

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�������������������<br />

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GRASS<br />

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�������������������<br />

GEOSYNTHETICS<br />

����������s<br />

����������<br />

END-USER MARKETS CUSTOMERS SUPPLIERS RAW MATERIALS<br />

SAFETY<br />

SUSTAINABILITY<br />

QUALITY<br />

Safety assurance relates to:<br />

� ������ ��������� ���� ����� ������ ���������� �� �� ������<br />

Sustainability assurance relates to:<br />

� ��� ����� ������������� ���������� �������<br />

� ��� ����������� ������<br />

Quality assurance relates to:<br />

� ��� ���� ������� ������� ���������� �������<br />

� �� ���� ������ �� ���� ��������� ���� ������ ��������� ������� ���������� �������<br />

FM HPR (USA)<br />

ISO 14001 (NL)<br />

ISO 9001<br />

GRASS<br />

�����������<br />

����������


GEOSYNTHETICS & GRASS<br />

FIGURES<br />

Geosyn<strong>the</strong>tics & Grass 2011 2010 2009 2008 2007<br />

in millions of euros unless stated o<strong>the</strong>rwise<br />

Revenues 525.9 469.3 392.1 497.8 468.3<br />

Operating result before amortisation (EBITA) 26.3 31.4 16.8 37.8 30.4<br />

EBITA margin (%) 5.0 6.7 4.3 7.6 6.5<br />

Operating result (EBIT) 20.8 27.7 13.8 34.8 28.3<br />

Investments 12.2 9.9 9.0 29.0 44.9<br />

Depreciation and amortisation 28.9 26.2 25.3 23.0 20.0<br />

Net capital employed 429.5 380.8 332.7 427.4 354.8<br />

Staff years at year-end 2,160 2,128 1,795 2,129 2,053<br />

EBITA as percentage of average net capital employed 6.2 8.2 4.1 8.8 8.9<br />

ACTIVITIES<br />

The Geosyn<strong>the</strong>tics & Grass sector consists of <strong>the</strong> following market<br />

groups:<br />

◾ <strong>TenCate</strong> Geosyn<strong>the</strong>tics<br />

Fabrics, grids and non-wovens for solutions and applications for<br />

infrastructure projects and <strong>the</strong> environmental market, as well as<br />

industrial fabrics for various applications, such as agribusiness,<br />

sport and recreation.<br />

◾ <strong>TenCate</strong> Grass<br />

Syn<strong>the</strong>tic turf components and systems for applications such as<br />

football, hockey and o<strong>the</strong>r sports pitches, as well as landscaping.<br />

In addition to <strong>the</strong> companies engaged in <strong>the</strong> production of fibres<br />

and carpet backing (upstream activities), <strong>the</strong> Grass group<br />

BUSINESS MODEL OF THE GEOSYNTHETICS MARKET GROUP<br />

END-USER MARKETING INNOVATION<br />

Alliances with market participants<br />

Local collaboration with partners in<br />

emerging markets<br />

Geographic spread of distribution<br />

Positioning of sustainability (water<br />

management, environmental solutions,<br />

low carbon footprint).<br />

Development of relationships in <strong>the</strong><br />

Chinese market<br />

<strong>TenCate</strong> GeoDetect solutions<br />

Dewatering and filtration technology<br />

Biopolymers<br />

PRODUCT DIFFERENTIATION COST LEADERSHIP<br />

Continuing development of new products<br />

(innovation awards)<br />

Focus on water management, environment<br />

and infrastructure<br />

Economies of scale (volume products)<br />

Cost leadership<br />

comprises a growing proportion of system development and<br />

marketing businesses (downstream activities).<br />

REVENUES AND RESULTS<br />

The Geosyn<strong>the</strong>tics & Grass sector showed a 12% rise in revenues to<br />

€ 525.9 million (2010: € 469.3 million).<br />

The operating result before amortisation of intangible fixed assets fell<br />

by 16% to € 26.3 million (2010: € 31.4 million). EBITA fell partly as a<br />

result of rising raw material costs in <strong>TenCate</strong> Geosyn<strong>the</strong>tics in <strong>the</strong> first<br />

half of <strong>the</strong> year (Middle East crisis) and <strong>the</strong> excessively low rate of<br />

capacity utilisation in <strong>the</strong> upstream activities of <strong>the</strong> Grass group.<br />

The geosyn<strong>the</strong>tics activities as a whole put in an excellent<br />

BUSINESS MODEL OF THE GRASS MARKET GROUP<br />

END-USER MARKETING INNOVATION<br />

Alliances with market participants<br />

(downstream activities)<br />

Geographic spread of distribution<br />

Positioning and advantages of <strong>the</strong> sustainability<br />

aspect (water management, recycling)<br />

Increased quality awareness of end-markets<br />

Market positioning (GreenFields, Edel Grass,<br />

TigerTurf)<br />

Relationships with sports federations<br />

System components ‘Powered by <strong>TenCate</strong>’<br />

Optimum support from downstream<br />

activities for development of new system<br />

concepts<br />

Reduction of total cost of ownership of<br />

sports pitches<br />

Fourth-generation developments<br />

Weaving technology<br />

Biomechanical characteristics (research<br />

project with third parties)<br />

Product and system warranties<br />

PRODUCT DIFFERENTIATION COST LEADERSHIP<br />

Economies of scale<br />

Cost leadership<br />

Annual Report 2011 47


REPORT OF THE EXECUTIVE BOARD > Geosyn<strong>the</strong>tics & Grass<br />

performance in 2011. The EBITA margin of <strong>the</strong> Geosyn<strong>the</strong>tics & Grass<br />

sector fell to 5.0% (2010: 6.7%). This margin is well below <strong>the</strong> required<br />

level (minimum 10%).<br />

TENCATE GEOSYNTHETICS<br />

MARKET POSITION AND STRATEGY<br />

<strong>TenCate</strong> is <strong>the</strong> world’s largest producer of high-strength geosyn<strong>the</strong>tics<br />

(grids, liners, fabrics and non-wovens) for infrastructure, <strong>the</strong><br />

construction industry and <strong>the</strong> environment. The portfolio also<br />

comprises materials (industrial fabrics) for applications in <strong>the</strong><br />

agriculture, horticulture and leisure sectors. On <strong>the</strong> basis of <strong>the</strong><br />

business model, <strong>TenCate</strong> operates close to <strong>the</strong> market with production<br />

sites in Europe, <strong>the</strong> United States and Asia.<br />

<strong>TenCate</strong> Polyslope ® system provides<br />

avalanche protection<br />

An avalanche barrier has been built north of Innsbruck (Austria)<br />

made up of five parallel concrete discs flanked on both sides by<br />

reinforced slopes made of <strong>TenCate</strong> geosyn<strong>the</strong>tics. This structure<br />

breaks <strong>the</strong> force of avalanches and regulates <strong>the</strong> large volume of<br />

meltwater in <strong>the</strong> spring. The avalanche barrier is 23 metres high<br />

and has a 22-metre-wide base. Traditional solutions are not cost-<br />

effective; <strong>the</strong> costs of such a structure and <strong>the</strong> transportation<br />

of building materials in this difficult terrain would be too high.<br />

Moreover, a natural look is preferable. <strong>TenCate</strong> Polyslope ® is an<br />

environmentally friendly and attractively priced system that allows<br />

rapid growth of vegetation.<br />

48<br />

Royal Ten Cate<br />

This also gives rise to logistical and pricing advantages. The market<br />

group has three business units: infrastructure, water & environment<br />

and industrial fabrics.<br />

<strong>TenCate</strong> aims for a system approach focused on solutions.<br />

Geosyn<strong>the</strong>tics form part of <strong>the</strong> overall structure and deliver functional<br />

added <strong>value</strong>. The marketing of more complicated system solutions can<br />

often be accelerated with strategic partners. For example, <strong>TenCate</strong> has<br />

been co-operating technically and commercially since <strong>the</strong> beginning<br />

of 2010 with Roctest, <strong>the</strong> world’s largest manufacturer of fibre optic<br />

sensors for civil engineering. This enables customers to benefit from<br />

innovative solutions in real-time monitoring with geotextiles. It<br />

provides detailed information on possible deformations: displacements,<br />

soil erosion, settlement and o<strong>the</strong>r changes in features such as inclines,<br />

slopes, walls, roadways and railway and dyke bodies.<br />

SUSTAINABILITY<br />

The market is devoting increasing attention to <strong>the</strong> positive<br />

environmental aspects of geosyn<strong>the</strong>tics. The use of environmental<br />

arguments and <strong>the</strong> reduction of negative environmental effects are<br />

<strong>the</strong>refore receiving greater emphasis in <strong>the</strong> promotion, design and<br />

specifications. <strong>TenCate</strong> Geosyn<strong>the</strong>tics endeavours to convince civil<br />

engineering and water management customers of <strong>the</strong> positive impact<br />

of geotextiles on sustainability thanks to <strong>the</strong>ir limited CO2 footprint.<br />

Alternatives to <strong>TenCate</strong> geosyn<strong>the</strong>tics are usually traditional materials<br />

such as concrete, stone and steel, which often have to be transported<br />

over long distances. In <strong>the</strong> case of geosyn<strong>the</strong>tics, by contrast, locally<br />

available materials (sand, sludge) are used. In <strong>the</strong> case of land<br />

reclamation (hydraulic filling with sand) <strong>the</strong>re is usually considerably<br />

less need for dredging. That has positive environmental effects. The<br />

R&D department is working on future bio-based products. The first CO2 footprints for <strong>TenCate</strong> and competing products became available in<br />

2011 following <strong>the</strong> introduction of a product ecotool. Customers are<br />

responding enthusiastically to this development.<br />

GENERAL PERFORMANCE<br />

<strong>TenCate</strong> Geosyn<strong>the</strong>tics achieved strong organic revenue growth<br />

worldwide in 2011. This was partly due to <strong>the</strong> introduction of new<br />

products in markets for soil stabilisation and streng<strong>the</strong>ning and<br />

growing demand for sustainable environmental concepts, water<br />

management and maritime solutions. The market share increased


worldwide. Revenues trended positively across all continents, with<br />

increases in <strong>the</strong> relative share in South America and Asia. The<br />

detrimental impact of rising raw material costs in <strong>the</strong> first half of <strong>the</strong><br />

year was absorbed by price rises.<br />

The Geosyn<strong>the</strong>tics group focuses actively on product development and<br />

a solution driven approach to <strong>the</strong> market. The <strong>TenCate</strong> Geotube ® and<br />

<strong>TenCate</strong> GeoDetect systems in particular are gaining traction as<br />

end-users are now devoting increasing attention to CO2-friendly, sustainable environmental solutions and detection systems (leak,<br />

erosion and deformation control). This is a worldwide trend. Ano<strong>the</strong>r<br />

important part of <strong>the</strong> strategy is <strong>the</strong> exchange of products and system<br />

solutions between <strong>the</strong> various geographic regions.<br />

It was a positive year in many respects for <strong>the</strong> activities in <strong>the</strong> United<br />

States. Demand was higher than expected. Earnings <strong>the</strong>refore rose<br />

relatively strongly, as a result of cost measures in previous years.<br />

On <strong>the</strong> basis of <strong>the</strong> strategy, <strong>the</strong> needs of new and existing markets<br />

were met proactively <strong>through</strong> an efficient organisation and with new<br />

products, solutions and systems. The market share grew fur<strong>the</strong>r<br />

as a result.<br />

<strong>TenCate</strong> Geosyn<strong>the</strong>tics (Georgia, US) has been working on new<br />

materials for a number of years under <strong>the</strong> <strong>TenCate</strong> Mirafi ® RS580i<br />

label. The geosyn<strong>the</strong>tic material has a new weaving pattern, is even<br />

stronger and has an improved drainage function. The patented material<br />

is multifunctional.<br />

The European market experienced positive growth. The <strong>TenCate</strong><br />

Geosyn<strong>the</strong>tics production site at Nijverdal entered service at <strong>the</strong><br />

beginning of April, after which <strong>TenCate</strong> scaled down production at<br />

Almelo. These were important steps forward in terms of production<br />

efficiency and logistics.<br />

As an integral part of <strong>the</strong> Asia strategy, <strong>TenCate</strong>’s position in <strong>the</strong> Asian<br />

markets was considerably streng<strong>the</strong>ned when <strong>the</strong> acquisition of Emas<br />

Kiara Industries in Malaysia was completed in March 2011. Emas Kiara<br />

Industries is a major producer and supplier of a wide range of<br />

geosyn<strong>the</strong>tic products and solutions. Its primary focus is on <strong>the</strong> Asian<br />

markets. Although <strong>the</strong> acquisition involved initial integration and o<strong>the</strong>r<br />

costs, <strong>the</strong> company was able to benefit immediately from <strong>the</strong> positive<br />

economic developments during <strong>the</strong> reporting year. Activities are<br />

increasing in <strong>the</strong> major infrastructure project market (civil engineering)<br />

and <strong>the</strong> environmental market.<br />

In China <strong>the</strong> production facilities in Zhuhai became fully operational in<br />

2011, allowing <strong>the</strong> start-up of exports to <strong>the</strong> United States and<br />

providing a basis for <strong>the</strong> fur<strong>the</strong>r development of <strong>the</strong> Chinese market.<br />

New initiatives were taken to fur<strong>the</strong>r develop <strong>the</strong> market in South<br />

America.<br />

<strong>TenCate</strong> Polyfelt ® provides a solid base<br />

for railways<br />

<strong>TenCate</strong> Polyfelt ® , a geotextile separation material, was used in<br />

<strong>the</strong> renewal of <strong>the</strong> rail track near Bodegraven in October 2011. The<br />

rail network operator used <strong>the</strong> longest railway machine in Europe<br />

for this project. Over a length of one kilometre, <strong>the</strong> 1,200-metre-<br />

long train lifted <strong>the</strong> rails and immediately excavated <strong>the</strong> existing<br />

subsoil in three layers. The removed soil was immediately cleaned,<br />

sifted and deposited on <strong>the</strong> automatically laid <strong>TenCate</strong> Polyfelt ® .<br />

This separation material has been certified by ProRail for use under<br />

<strong>the</strong> ballast bed. The result is a structural solution with minimal<br />

impact on <strong>the</strong> environment.<br />

Annual Report 2011 49


<strong>TenCate</strong> Geosyn<strong>the</strong>tics has had<br />

a ma<strong>the</strong>matical model developed<br />

which enables carbon footprints<br />

to be compared. The footprint of<br />

<strong>TenCate</strong> Geotube ® systems for sludge<br />

dewatering or land reclamation is<br />

compared to competitive solutions.<br />

A carbon footprint refl ects <strong>the</strong> emission<br />

of greenhouse gases by a product<br />

or system solution at each stage of<br />

its life. This includes <strong>the</strong> extraction<br />

and transportation of raw materials.<br />

The production and distribution as<br />

well as <strong>the</strong> use and eventual removal<br />

or recycling are also included in <strong>the</strong><br />

calculations. This product eco-tool uses<br />

<strong>the</strong> data from suppliers, production<br />

locations of <strong>TenCate</strong> Geosyn<strong>the</strong>tics<br />

worldwide and installers of <strong>the</strong> products.<br />

GEOSYNTHETICS<br />

The tool offers project owners,<br />

architects and developers a specifi c<br />

indication of <strong>the</strong> use of <strong>TenCate</strong> solution<br />

compared to o<strong>the</strong>rs. Toge<strong>the</strong>r with <strong>the</strong><br />

end-users and installers in <strong>the</strong> area<br />

concerned an assessment can be made<br />

of how to reduce <strong>the</strong> carbon footprint of<br />

a project already at <strong>the</strong> design stage by<br />

using alternatives. Through <strong>the</strong> smart<br />

combination of two local projects in<br />

Zutphen, <strong>the</strong> Ne<strong>the</strong>rlands, a high level of<br />

CO 2 emissions from transport has been<br />

prevented. <strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong><br />

SUSTAINABILITY<br />

• Product eco-tool reveals carbon footprint<br />

• Project solutions can easily be compared<br />

• Complete life cycle analysis helps to reduce<br />

carbon footprint<br />

• <strong>TenCate</strong> Geotube ® is a highly sustainable<br />

solution with a low carbon footprint


REPORT OF THE EXECUTIVE BOARD > Geosyn<strong>the</strong>tics & Grass<br />

The proactive exchange of products and system solutions between <strong>the</strong><br />

various geographic regions leads to <strong>TenCate</strong> Geosyn<strong>the</strong>tics being<br />

involved in highly attractive projects worldwide. The following are<br />

examples:<br />

◾ Three types of geosyn<strong>the</strong>tics, from <strong>TenCate</strong>’s production sites at<br />

Linz (Austria), Bezons (France) and Almelo (Ne<strong>the</strong>rlands) have been<br />

used in <strong>the</strong> extension of <strong>the</strong> runway at Ain Arnat airport in Sétif<br />

(Algeria). The work involved <strong>the</strong> delivery of a durable, costeffective<br />

solution with technical support.<br />

◾ The Volgermeer Polder in <strong>the</strong> Ne<strong>the</strong>rlands, which was once a<br />

landfill site for heavily polluted waste, has been cleaned up and<br />

turned into a nature reserve. This is <strong>the</strong> largest soil remediation<br />

operation in Dutch history. With <strong>the</strong> aid of <strong>TenCate</strong> Geotube ® ,<br />

clean sludge was converted into a natural cap (a layer of clean soil)<br />

on top of <strong>the</strong> seal. <strong>TenCate</strong> GeoDetect ® is used to monitor <strong>the</strong> seal<br />

on <strong>the</strong> waste in one of <strong>the</strong> basins that were created on top of <strong>the</strong><br />

natural cap.<br />

◾ A large-scale project is being carried out at <strong>the</strong> former Kai Tak<br />

International Airport in Hong Kong. After two successful trials of<br />

<strong>TenCate</strong> Geotube ® , work began in mid-December to remove and<br />

clear 140,000 m³ of polluted sludge with <strong>the</strong> aid of this technology.<br />

<strong>TenCate</strong> is supplying a large volume of <strong>TenCate</strong> Geotube ®<br />

containers for use in this project, which is due to be completed<br />

at <strong>the</strong> end of June 2012.<br />

<strong>TenCate</strong> Geosyn<strong>the</strong>tics North America received two IFAI Awards from<br />

<strong>the</strong> Industrial Fabrics Association International (IFAI) at IFAI Expo<br />

Americas in Baltimore (Maryland, USA) in October. <strong>TenCate</strong> Mirafi ®<br />

H2Ri received <strong>the</strong> Innovation Award in 2011. A project in China with<br />

a supporting wall based on <strong>TenCate</strong> Mirafi ® PET fabric received <strong>the</strong><br />

Award of Excellence. <strong>TenCate</strong> Geosyn<strong>the</strong>tics has received <strong>the</strong><br />

Innovation Award six times in <strong>the</strong> past seven years.<br />

OUTLOOK FOR TENCATE GEOSYNTHETICS<br />

<strong>TenCate</strong> Geosyn<strong>the</strong>tics expects fur<strong>the</strong>r growth in activities in 2012.<br />

At <strong>the</strong> beginning of January 2012, <strong>TenCate</strong> Geotube ® technology<br />

was selected for <strong>the</strong> largest dredging project ever carried out in<br />

<strong>the</strong> United States. Growth is expected on all continents, however,<br />

in infrastructure projects and as a result of new products and<br />

applications for water management and <strong>the</strong> environmental market.<br />

In particular, <strong>the</strong>re are high expectations for <strong>the</strong> South American and<br />

Asian markets. Fur<strong>the</strong>r co-operation is being sought with international<br />

and large (regional) engineering firms and mining companies.<br />

TENCATE GRASS<br />

MARKET POSITION AND STRATEGY<br />

The Grass group has a leading market position worldwide (fibres and<br />

backing) in syn<strong>the</strong>tic turf systems. <strong>TenCate</strong> is almost at <strong>the</strong> beginning<br />

of <strong>the</strong> <strong>value</strong> chain. The strategy is being continuously reinforced in all<br />

cornerstones of <strong>the</strong> strategic framework (<strong>value</strong> chain management).<br />

The industry is in a phase in which <strong>the</strong> demand and supply side of<br />

<strong>the</strong> market are developing strongly. Downstream consolidation is<br />

taking place in <strong>the</strong> sector as a result of higher quality requirements<br />

among various end-users, <strong>the</strong> greater importance of research and<br />

development, high certification costs, environmental and sustainability<br />

requirements and tight availability of bank financing.<br />

<strong>TenCate</strong> conducts an active strategic policy in order to maintain<br />

a leading position in terms of market share and technology. With<br />

production sites in <strong>the</strong> Ne<strong>the</strong>rlands, Dubai and <strong>the</strong> United States,<br />

<strong>TenCate</strong> has deployed its production facilities cost-effectively, with <strong>the</strong><br />

emphasis on volume production in <strong>the</strong> Middle East, and <strong>the</strong> logistical<br />

lines to <strong>the</strong> market are short. Within this strategic policy, <strong>TenCate</strong> also<br />

leads <strong>the</strong> way in entering into partnerships with key providers of<br />

syn<strong>the</strong>tic turf systems. This allows optimum fulfilment of <strong>the</strong> end-user<br />

marketing cornerstones of <strong>TenCate</strong>’s business model.<br />

Interests in downstream activities (marketing and installation<br />

companies) are increasingly being integrated and costs shared (chain<br />

integration). <strong>TenCate</strong> <strong>the</strong>reby combines expertise in <strong>the</strong> development<br />

and production of syn<strong>the</strong>tic turf fibres and carpet backing, as well as<br />

research and development in <strong>the</strong> field of sport characteristics, with <strong>the</strong><br />

knowledge of system developers and installation companies. The aim<br />

is to improve <strong>the</strong> quality, playing characteristics and durability of<br />

syn<strong>the</strong>tic turf pitches. The alliances with market participants are giving<br />

rise to joint technological and o<strong>the</strong>r developments and reductions<br />

in <strong>the</strong> time to market. The acquisitions in 2011 of shareholdings in<br />

GreenFields and Hellas Construction fit in with this policy. In order<br />

to streng<strong>the</strong>n <strong>the</strong> quality image, co-branding takes place with <strong>the</strong><br />

overarching <strong>TenCate</strong> ® corporate brand.<br />

Annual Report 2011 51


REPORT OF THE EXECUTIVE BOARD > Geosyn<strong>the</strong>tics & Grass<br />

By maintaining partnerships, <strong>TenCate</strong> Grass aims to achieve optimum<br />

geographic coverage with a broad product portfolio based on a<br />

differentiated brand policy for all sports and landscaping markets, thus<br />

ensuring that a direct relationship is maintained with end-users<br />

(consumers, sports associations, local authorities, etc.).<br />

SUSTAINABILITY<br />

Quality guarantees <strong>through</strong>out <strong>the</strong> chain are of great importance,<br />

because <strong>the</strong>re is growing quality awareness in <strong>the</strong> market. Close<br />

co-operation also contributes to environmentally friendly and<br />

sustainable concepts, as well as <strong>the</strong> recycling of sports pitches.<br />

<strong>TenCate</strong> XQ technology for recreational<br />

and top-flight sport<br />

Syn<strong>the</strong>tic turf sports pitches based on <strong>TenCate</strong> Grass components<br />

are ideal for both recreational and top-flight sport. In 2011 <strong>the</strong><br />

Christian Unified School District of San Diego (California, USA)<br />

and <strong>the</strong> Ralph Wilson Stadium in Orchard Park, Buffalo (New York,<br />

USA) installed syn<strong>the</strong>tic turf pitches based on <strong>TenCate</strong> XQ . This<br />

patented technology gives <strong>the</strong> syn<strong>the</strong>tic turf fibre optimum strength<br />

and wear resistance. The combination of this technology and <strong>the</strong><br />

syn<strong>the</strong>tic turf fibres used – <strong>TenCate</strong> Monoslide Ultra and <strong>TenCate</strong><br />

XP Blade – offers <strong>the</strong> best of both worlds. The result is a surface<br />

with optimum, durable playing characteristics that looks like a<br />

natural grass pitch in top condition..<br />

52<br />

Royal Ten Cate<br />

The technology component has also been strongly developed within<br />

<strong>the</strong> Grass group. <strong>TenCate</strong> has a large number of valuable formulations<br />

and patents in <strong>the</strong> field of fibre and process technology. Formulations<br />

are developed in-house which give fibres high wear resistance and<br />

make <strong>the</strong>m flexible and resilient. As a result, fibres in sports pitches<br />

remain upright longer, leading to an improvement in both playing<br />

characteristics and appearance.<br />

In 2011 <strong>TenCate</strong> Grass introduced <strong>the</strong> 3D weaving technology<br />

developed by <strong>TenCate</strong>. This opens <strong>the</strong> way to recyclable and fully<br />

integrated syn<strong>the</strong>tic turf systems, whereby greater functionality can<br />

be introduced into <strong>the</strong> top layer.<br />

Such concepts also have a positive effect on <strong>the</strong> costs of installation<br />

and reinstallation. That also contributes to sustainability, since <strong>the</strong><br />

whole product is produced from <strong>the</strong> same type of raw materials,<br />

allowing easier recycling. That means <strong>the</strong> environmental impact in<br />

particular can be greatly reduced.<br />

Constant attention is devoted to <strong>the</strong> safety of sportsmen and women.<br />

<strong>TenCate</strong> is one of <strong>the</strong> 11 partners in Skin Comfort, a project bringing<br />

toge<strong>the</strong>r organisations such as Radboud University Nijmegen Medical<br />

Centre, API, Philips Consumer Lifestyle and <strong>the</strong> University of Twente.<br />

This consortium investigates <strong>the</strong> interaction between materials and<br />

<strong>the</strong> skin across a wide range of applications. <strong>TenCate</strong> is looking<br />

specifically at <strong>the</strong> interaction between players and syn<strong>the</strong>tic turf<br />

(injury prevention). The results provide a good basis for fur<strong>the</strong>r product<br />

development.<br />

The use of syn<strong>the</strong>tic turf offers new possibilities in <strong>the</strong> field of water<br />

management. At <strong>the</strong> opening of <strong>the</strong> Open Innovation Center for<br />

Advanced Materials (OICAM) in Nijverdal, <strong>TenCate</strong> and Pentair X-Flow<br />

introduced GreenSource, <strong>the</strong> first demonstrator created as a result of<br />

open innovation. This project involves a combination of a <strong>TenCate</strong><br />

syn<strong>the</strong>tic turf system and Pentair X-Flow filtration technology. This<br />

makes it possible to generate drinking water worldwide both in sports<br />

complexes and from landscaping with syn<strong>the</strong>tic turf, particularly in<br />

areas dominated by water shortages or having only polluted water<br />

available.


The sports market is currently <strong>the</strong> main market in syn<strong>the</strong>tic turf. The<br />

landscaping market is never<strong>the</strong>less growing strongly and ultimately<br />

has equivalent if not greater potential. Reduced maintenance and<br />

environmental factors (savings in <strong>the</strong> consumption of water, artificial<br />

fertiliser and pesticides) are important reasons for <strong>the</strong> acceptance of<br />

syn<strong>the</strong>tic turf in gardens and public green spaces.<br />

During <strong>the</strong> reporting year, <strong>the</strong> sponsorship agreement between<br />

<strong>TenCate</strong> Grass and <strong>the</strong> Cruyff Foundation was extended for three<br />

years. One of <strong>the</strong> foundation’s initiatives is <strong>the</strong> international rollout<br />

of Cruyff Courts, syn<strong>the</strong>tic turf plots in urban areas. There are now<br />

over 100 such courts in The Ne<strong>the</strong>rlands and several dozen in o<strong>the</strong>r<br />

countries.<br />

GENERAL PERFORMANCE<br />

The revenues of <strong>the</strong> Grass group recorded an organic decrease of 16%<br />

during <strong>the</strong> reporting year compared to 2010. This was partly due to <strong>the</strong><br />

general decline in <strong>the</strong> market volume in syn<strong>the</strong>tic turf, particularly in<br />

<strong>the</strong> United States and Sou<strong>the</strong>rn Europe, and <strong>the</strong> termination of a large<br />

supply contract. Although new market participants joined <strong>the</strong><br />

downstream activities in 2011, it was not immediately possible to<br />

absorb <strong>the</strong> loss of revenues. The downstream activities of <strong>TenCate</strong><br />

Grass in <strong>the</strong> syn<strong>the</strong>tic turf market showed revenue growth partly due<br />

to acquisitions. The decrease in <strong>the</strong> volume of revenues led to a sharp<br />

fall in earnings.<br />

The syn<strong>the</strong>tic turf activities witnessed a continuing market<br />

consolidation and strategic repositioning in 2011. The focus within<br />

<strong>TenCate</strong> Grass is shifting from fibre production to <strong>the</strong> supply of<br />

syn<strong>the</strong>tic turf systems for <strong>the</strong> sports market and landscaping.<br />

A development process began at <strong>the</strong> start of 2011, in order to increase<br />

<strong>the</strong> effectiveness of <strong>the</strong> integrated distribution activities in <strong>the</strong><br />

syn<strong>the</strong>tic turf market. The implementation of <strong>the</strong> strategy should lead<br />

to an improvement in results.<br />

The situation in <strong>the</strong> financial markets and <strong>the</strong> tightening of local<br />

authority budgets in <strong>the</strong> market as a whole led to restraint in <strong>the</strong><br />

awarding of contracts for syn<strong>the</strong>tic turf projects during <strong>the</strong> reporting<br />

year, particularly in <strong>the</strong> United States and Sou<strong>the</strong>rn Europe. The longterm<br />

trend is never<strong>the</strong>less positive. The acceptance of syn<strong>the</strong>tic turf,<br />

partly driven by lower maintenance costs and water scarcity, is an<br />

irreversible process.<br />

The provision of product or system warranties is part of <strong>the</strong> <strong>value</strong><br />

<strong>proposition</strong>.<br />

In <strong>the</strong> United States, <strong>TenCate</strong> substantially increased <strong>the</strong> production<br />

capacity at Dayton by adding an additional production line for its most<br />

durable syn<strong>the</strong>tic turf product, <strong>TenCate</strong> XP Blade . <strong>TenCate</strong> can now<br />

meet <strong>the</strong> worldwide structural growth in demand for <strong>the</strong>se wearresistant<br />

syn<strong>the</strong>tic turf fibres. <strong>TenCate</strong> XP Blade is manufactured<br />

according to a unique process developed by <strong>TenCate</strong>. <strong>TenCate</strong> is <strong>the</strong><br />

only supplier in <strong>the</strong> world to offer an optional five-year warranty on <strong>the</strong><br />

wear-resistance of <strong>TenCate</strong> XP Blade , regardless of <strong>the</strong> number of<br />

hours of use. This is a logical consequence of <strong>the</strong> comprehensive chain<br />

integration with system partners and o<strong>the</strong>r participants. This enables<br />

<strong>the</strong> entire process of supplying a syn<strong>the</strong>tic turf system to be carried<br />

out under optimum quality control.<br />

In this connection, <strong>the</strong> first <strong>TenCate</strong> Performance Warranty certificate<br />

was issued to a Dutch football association <strong>through</strong> Edel Grass in April.<br />

This certificate was <strong>the</strong> result of an agreement which <strong>TenCate</strong> Grass<br />

entered into in 2010 with <strong>the</strong> certifying body INTRON to issue a<br />

performance warranty (backed by Allianz) for syn<strong>the</strong>tic turf systems at<br />

FIFA 2 Star level. INTRON certifies manufacturers of syn<strong>the</strong>tic turf<br />

systems in respect of <strong>the</strong>ir quality control. FIFA 2 Star is <strong>the</strong><br />

performance level which <strong>the</strong> football federation has defined for topflight<br />

competitive football. Oranjewoud Realisatie is also participating<br />

in this warranty system.<br />

Multifunctionality also provides added <strong>value</strong>, because it increases <strong>the</strong><br />

possible uses. Clubs and schools, etc. <strong>the</strong>refore have to invest less<br />

money in sports facilities.<br />

At <strong>the</strong> end of 2011, GreenFields successfully installed its first FIFA- and<br />

IRB-certified dual-use syn<strong>the</strong>tic turf pitch in China at <strong>the</strong> prestigious<br />

Western Academy of Beijing. A GreenFields dual-use pitch (for football<br />

and hockey) at <strong>the</strong> Fa<strong>the</strong>r Agnel School in Mumbai has been selected<br />

by <strong>the</strong> All India Football Federation (AIFF) and FIFA as <strong>the</strong> basis for one<br />

of <strong>the</strong> first national football academies in India.<br />

The US Army has installed a GreenFields syn<strong>the</strong>tic turf pitch at <strong>the</strong><br />

former Olympic Stadium in Kabul. The renovated stadium in <strong>the</strong> Afghan<br />

capital is a symbol of progress now that NATO troops are increasingly<br />

withdrawing from <strong>the</strong> country, and in particular it serves to encourage<br />

Annual Report 2011 53


Since August 2011 <strong>the</strong> American football<br />

team <strong>the</strong> Buffalo Bills of <strong>the</strong> NFL has<br />

been playing its home games on one of<br />

<strong>the</strong> most technically advanced syn<strong>the</strong>tic<br />

turf pitches in <strong>the</strong> United States of<br />

America. The pitch was installed in <strong>the</strong><br />

Ralph Wilson Stadium in Orchard Park<br />

by A-Turf Inc from Buffalo (New York),<br />

who opted for <strong>TenCate</strong> XP Blade and<br />

<strong>TenCate</strong> Monoslide Ultra syn<strong>the</strong>tic turf<br />

fi bres with <strong>TenCate</strong> XQ technology.<br />

The combination of <strong>the</strong> two fi bres<br />

offers unsurpassed durability and<br />

playability, while providing a natural<br />

appearance that is second to none.<br />

This blend is a great leap forward in<br />

syn<strong>the</strong>tic turf technology, as it combines<br />

<strong>the</strong> best of both worlds by ensuring a<br />

groundbreaking syn<strong>the</strong>tic turf system<br />

that not only looks great, but also<br />

performs at <strong>the</strong> highest level in American<br />

football.<br />

GRASS<br />

<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>


REPORT OF THE EXECUTIVE BOARD > Geosyn<strong>the</strong>tics & Grass<br />

women’s football. If <strong>the</strong> pitch is approved by FIFA in <strong>the</strong> near future, it<br />

will be possible to use it for international competitions from as early as<br />

this year.<br />

Clubs in <strong>the</strong> English Football League are now also increasingly calling<br />

for <strong>the</strong> installation of syn<strong>the</strong>tic turf to be permitted. Now that <strong>the</strong><br />

GreenFields pitch at <strong>the</strong> Scottish club Stenhousemuir has received <strong>the</strong><br />

FIFA 2 Star certificate for <strong>the</strong> sixth year running, English clubs are<br />

becoming aware of <strong>the</strong> major advantages of a syn<strong>the</strong>tic turf pitch, such<br />

as predictable playability and playing characteristics, low water<br />

consumption and maintenance.<br />

In <strong>the</strong> United States, leading installers such as Hellas Construction and<br />

A-Turf chose <strong>TenCate</strong> to develop attractive projects such as <strong>the</strong> first<br />

NFL pitch. The combination of technology and fibres is a leap forward<br />

in syn<strong>the</strong>tic turf technology and offers not only high durability and<br />

playability but also an unrivalled natural appearance.<br />

OUTLOOK FOR TENCATE GRASS<br />

As a result of tighter government budgets, volumes of syn<strong>the</strong>tic turf in<br />

<strong>the</strong> global market are not set to show any significant rise in <strong>the</strong> short<br />

term, although <strong>the</strong>re will be regional differences. <strong>TenCate</strong>’s presence<br />

in <strong>the</strong> entire world market is an advantage. The main challenge<br />

<strong>TenCate</strong> Grass faces in <strong>the</strong> short term is controlling costs and<br />

implementing <strong>the</strong> differentiated market strategy based on brands and<br />

geographic areas. The Grass group will take fur<strong>the</strong>r organisational<br />

measures to improve results in <strong>the</strong> short term.<br />

Fur<strong>the</strong>r acceptance of syn<strong>the</strong>tic turf as a real alternative to natural<br />

grass in sport, with football as <strong>the</strong> main growth market, will ensure<br />

steady growth in <strong>the</strong> market.<br />

Annual Report 2011 55


Xennia Osiris<br />

Since mid-2011 Xennia Technology has<br />

had at its disposal a specifi c application<br />

of inkjet technology for <strong>the</strong> textile sector.<br />

The Xennia Osiris machine is an addition<br />

to <strong>the</strong> developments within Xennia and<br />

is complementary to <strong>the</strong> digital fi nishing<br />

solutions already available.<br />

Inkjet technology for continuous<br />

production processes delivers a fast<br />

response time, end-user-specifi c<br />

products and a reduction in inventory<br />

and production costs. The Xennia Osiris<br />

machine has been operational at Vishal<br />

Fashion in India since early 2011. Large<br />

volumes of more than ten kilometres in<br />

length are printed on it as fashion fabrics<br />

in small, medium and large runs. The<br />

company has a business model based<br />

on rapidly changing collections that are<br />

inspired by <strong>the</strong> fashions seen in current<br />

television fi lms and in movies.<br />

Parent company <strong>TenCate</strong> is working as<br />

launch customer on <strong>the</strong> development of<br />

inkjet coatings on technical textiles.<br />

<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>


OTHER ACTIVITIES<br />

KEY FIGURES<br />

O<strong>the</strong>r activities 2011 2010 2009 2008 2007<br />

in millions of euros unless stated o<strong>the</strong>rwise<br />

Revenues 74.5 66.8 52.7 53.8 67.4<br />

Operating result before amortisation (EBITA) 5.9 9.8 – 7.0 – 3.9 2.4<br />

Operating result (EBIT) 4.1 8.3 – 8.1 – 3.9 2.4<br />

Investments 5.2 6.9 4.1 7.3 1.0<br />

Depreciation and amortisation 3.7 3.5 3.2 1.7 1.9<br />

Staff years at year-end 611 624 670 657 729<br />

* Including exceptional items.<br />

ACTIVITIES<br />

In addition to Holding & Services, <strong>the</strong> O<strong>the</strong>r Activities sector comprises<br />

◾ Xennia Technology<br />

Specialist inkjet technology for industrial applications, such as<br />

<strong>the</strong> printing, coating and finishing of materials.<br />

◾ <strong>TenCate</strong> Enbi<br />

Technical rollers and components particularly for printers, copiers,<br />

fax machines, postal sorting machines and automated teller<br />

machines.<br />

REVENUES AND RESULTS<br />

The revenues of <strong>the</strong> O<strong>the</strong>r Activities sector (inkjet technology,<br />

technical components and Holding & Services) amounted to<br />

€ 74.5 million (2010: € 66.8 million). EBITA amounted to € 5.9 million<br />

(2010: € 9.8 million). The decrease in EBITA was caused by a slight<br />

decrease in <strong>the</strong> results from both <strong>TenCate</strong> Enbi and Xennia Technology,<br />

as well as by lower EBITA at holding company level.<br />

XENNIA TECHNOLOGY<br />

MARKET POSITION AND STRATEGY<br />

Xennia Technology ltd of <strong>the</strong> UK (79%) specialises in <strong>the</strong> development<br />

of industrial production processes based on inkjet technology. Xennia<br />

combines technology (hardware solutions) with operating systems<br />

(software) and its own ink formulations to create industrial production<br />

systems. The company focuses mainly on textile printing and finishing,<br />

decoration and coating of materials, <strong>the</strong> packaging industry, printed<br />

electronics and medical applications. This represents a revolution for<br />

<strong>TenCate</strong> in <strong>the</strong> field of coatings and textile finishing, because<br />

functional characteristics can be applied to materials on a nano scale.<br />

This is an entirely new process in <strong>the</strong> treatment of technical textiles.<br />

This technology is <strong>the</strong>refore gradually being introduced into <strong>TenCate</strong>’s<br />

production process, initially in <strong>the</strong> <strong>TenCate</strong> Protective Fabrics market<br />

group.<br />

The technology offers major progress in reducing <strong>the</strong> consumption of<br />

energy and raw materials, as well as in <strong>the</strong> accuracy of <strong>the</strong> process<br />

(controllability and quality). O<strong>the</strong>r advantages are <strong>the</strong> individualisation<br />

of volume products (mass customisation) and product innovation.<br />

With <strong>the</strong> forthcoming introduction of digital finishing by means of<br />

inkjet technology, a growing number of sustainability features can be<br />

added to technical and o<strong>the</strong>r textiles in <strong>the</strong> next three to five years,<br />

particularly outdoor and protective fabrics, such as active self-cleaning<br />

and energy-generating capabilities.<br />

GENERAL PERFORMANCE<br />

Considerable progress was made in <strong>the</strong> development of <strong>the</strong> ceramics<br />

market in 2011. The main sales area is China, where ceramic tiles are<br />

printed for interior use. The ceramics industry is using this technology<br />

both to improve products and to achieve major cost savings by<br />

digitising <strong>the</strong> process.<br />

Although revenues grew, earnings lagged far behind, partly due<br />

to continued relatively high development costs. Ink sales continued<br />

to lag behind because <strong>the</strong> necessary installed base of technology<br />

applications has not yet reached <strong>the</strong> required size. This is a gradual<br />

process. Work has been carried out jointly with <strong>TenCate</strong> technologists<br />

on new textile printing and finishing processes.<br />

Annual Report 2011 57<br />

*


REPORT OF THE EXECUTIVE BOARD > O<strong>the</strong>r activities<br />

> Inkjet technology offers major<br />

progress in reducing <strong>the</strong> consumption<br />

of energy and raw materials and<br />

in <strong>the</strong> accuracy of <strong>the</strong> process. <<br />

OUTLOOK<br />

In <strong>the</strong> years ahead, Xennia Technology will be an important technology<br />

partner that generates solutions with industrial partners in <strong>the</strong> field of<br />

inkjet technology. Xennia has formulated a growth strategy focusing on<br />

a number of niche markets, including textiles, in which <strong>TenCate</strong> is one<br />

of <strong>the</strong> main launch customers. The first tangible results of this are<br />

expected in <strong>the</strong> current reporting year.<br />

TENCATE ENBI<br />

MARKET POSITION AND STRATEGY<br />

<strong>TenCate</strong> Enbi develops and produces technical rollers and components<br />

based on rubber and foam technology for paper transport and image<br />

transfer in printers, copiers and fax machines, as well as for postal<br />

sorting machines and automated teller machines. The products have<br />

to meet strict qualification requirements with regard to technical<br />

characteristics.<br />

<strong>TenCate</strong> Enbi occupies an important position as a leading supplier to<br />

major European, American and Asian printer and copier manufacturers.<br />

In addition to <strong>the</strong> office market, <strong>TenCate</strong> Enbi serves niche markets,<br />

such as postal sorting machines, ATMs, photo printers and insulation<br />

(foam-based products). A strong development capacity is an important<br />

precondition for success in this market, which increasingly has shorter<br />

production cycles.<br />

GENERAL PERFORMANCE<br />

The market in which <strong>TenCate</strong> Enbi operates remained fairly stable<br />

overall. <strong>TenCate</strong> Enbi recorded a decrease of approximately € 4 million<br />

in revenues, mainly due to <strong>the</strong> reduction in <strong>the</strong> volumes sold to larger<br />

customers. The site in China (Zhuhai) is obtaining a growing number<br />

of qualifications for components for Asian printer and copier<br />

manufacturers. Following <strong>the</strong> earthquake in Japan, which forced<br />

Japanese manufactures to locate <strong>the</strong>ir production elsewhere,<br />

<strong>TenCate</strong> Enbi in Zhuhai also received orders from Japanese producers.<br />

Preparations have been made to concentrate all Asian activities<br />

in Zhuhai.<br />

58<br />

Royal Ten Cate<br />

OUTLOOK FOR TENCATE ENBI<br />

<strong>TenCate</strong> Enbi has already provided information on <strong>the</strong> growth<br />

opportunities in <strong>the</strong> Asian market. Relationships with producers are<br />

developed on <strong>the</strong> basis of product qualifications. These qualification<br />

processes may be lengthy. The initial results of this are now becoming<br />

evident, and attractive opportunities are emerging in <strong>the</strong> Asian market.<br />

By contrast, developments relating to end-of-life products will cause<br />

<strong>the</strong> respective revenues to decrease or come to an end. <strong>TenCate</strong> Enbi<br />

is factoring in a fur<strong>the</strong>r reduction in revenues from major US<br />

relationships. The main growth is expected to be achieved at <strong>the</strong><br />

Chinese site.<br />

POST BALANCE SHEET EVENTS<br />

There are no event subsequent to <strong>the</strong> reporting date requiring<br />

commentary.


OUTLOOK<br />

<strong>TenCate</strong> operates predominantly in growth markets. Although<br />

government spending will remain squeezed in 2012, it is expected that<br />

<strong>the</strong> positive market trends for <strong>TenCate</strong> will remain intact and will<br />

continue.<br />

The first half of 2011 was very strong, mainly due to catch-up demand<br />

from <strong>the</strong> US Army for <strong>TenCate</strong> Defender M products. Sales of <strong>TenCate</strong><br />

Defender M in 2012 will be lower due to <strong>the</strong> gradual reduction in <strong>the</strong><br />

number of US troops in Afghanistan.<br />

This reduction is expected to be offset by new projects for <strong>the</strong> US<br />

Army and revenues in markets outside <strong>the</strong> United States are expected<br />

to show continued growth. A large number of new wearing trials for<br />

armies outside <strong>the</strong> US were started in 2011.<br />

The positive developments in complementary markets (security<br />

services, industry) for both <strong>TenCate</strong> Defender M and <strong>TenCate</strong><br />

Tecasafe Plus will also contribute to <strong>the</strong> fur<strong>the</strong>r growth.<br />

The growth in sales of composites for <strong>the</strong> aerospace industry will<br />

continue. This market is largely based on long-term contracts.<br />

The geosyn<strong>the</strong>tics activities are similarly expected to show continued<br />

growth, and fur<strong>the</strong>r market development is being pursued in emerging<br />

markets (BRIC countries).<br />

The Grass group will take fur<strong>the</strong>r organisational measures to improve<br />

results in <strong>the</strong> short term.<br />

The greater commercial focus at Xennia Technology is intended to<br />

accelerate <strong>the</strong> growth in earnings.<br />

No significant contribution is yet expected during <strong>the</strong> current year from<br />

<strong>the</strong> <strong>TenCate</strong> ABDS active blast countermeasure system. A period of<br />

technical and logistical preparation will have to take place before such<br />

a system is used in vehicle programmes. There is never<strong>the</strong>less great<br />

interest in this system in <strong>the</strong> defence market.<br />

With a more even distribution of sales of <strong>TenCate</strong> Defender M<br />

products, a different picture is expected in 2012 compared to 2011.<br />

The performance in <strong>the</strong> first half of 2012 will <strong>the</strong>refore not be<br />

comparable to that of 2011.<br />

Partly in view of a number of multi-year contracts and larger projects<br />

which were initiated or already in <strong>the</strong> portfolio, <strong>TenCate</strong> expects its<br />

result for full-year 2012 to be at least in line with that of 2011, barring<br />

unforeseen circumstances.<br />

High-speed inkjet technology<br />

<strong>TenCate</strong> has gained access to a specific inkjet technology<br />

application for <strong>the</strong> textile sector. The Osiris machine supplements<br />

<strong>the</strong> developments at Xennia Technology and complements <strong>the</strong><br />

solutions Xennia can provide. Inkjet technology for continuous<br />

production processes means fast response times, end-user-specific<br />

products and lower inventory and production costs. The Osiris<br />

machine has been in operation at Vishal Fashion in India since early<br />

2011. It is used to print large volumes of fashion fabrics (over 10<br />

kilometres) on a daily basis. <strong>TenCate</strong> is currently working on <strong>the</strong><br />

development of inkjet coatings on technical textiles as a launch<br />

customer.<br />

Annual Report 2011 59


Actions for 2012<br />

◾ Using indicators to highlight sustainability aspects<br />

As a follow-up to earlier initiatives in 2011 and previous years,<br />

2012 is expected to see a large number of CSR initiatives centred<br />

on making performances measurable at both process and product<br />

level. A collective approach is being supported by <strong>the</strong> holding<br />

company. Using selected GRI standards, quality data are being<br />

obtained from market groups worldwide based on key performance<br />

indicators that are mutually comparable. This will provide a more<br />

comprehensive overview at group level.<br />

◾ Organisational embedding of new profit sources and development<br />

of system concepts<br />

The development of new sources of future profit and <strong>the</strong><br />

conceptual development of systems and solutions for end-users<br />

require organisational expansion or adjustment in some areas.<br />

This may initially involve costs. The system approach can be<br />

focused on providing a functional solution against <strong>the</strong> background<br />

of a sustainable concept. An example of this is <strong>the</strong> GreenSource ®<br />

concept which <strong>TenCate</strong> has developed with partners and which<br />

links sport played on syn<strong>the</strong>tic turf to sustainable water<br />

management. Ano<strong>the</strong>r example that can be mentioned in this<br />

regard is <strong>the</strong> <strong>TenCate</strong> ABDS active blast countermeasure system,<br />

which is entering <strong>the</strong> commercial phase in 2012. This is not<br />

expected to make a significant contribution in <strong>the</strong> current financial<br />

year.<br />

◾ Continuation and completion of network integration<br />

in <strong>the</strong> syn<strong>the</strong>tic turf market<br />

This process, which has taken a number of years, is expected<br />

to be completed in 2012, providing a basis for a profit recovery.<br />

The market participants associated with <strong>TenCate</strong> will work<br />

closely toge<strong>the</strong>r to provide optimum service for <strong>the</strong> market with<br />

a segmented offering of systems for a wide range of sports<br />

pplications and landscaping. Based on <strong>the</strong> quality image of<br />

<strong>the</strong> <strong>TenCate</strong> brand, <strong>the</strong> parties will operate under <strong>the</strong>ir own brand<br />

in specific geographic markets.<br />

60<br />

Royal Ten Cate<br />

◾ End-user marketing<br />

Fur<strong>the</strong>r expansion and intensification of <strong>TenCate</strong> brand awareness<br />

and brand perception by making greater use of social media and<br />

individualised and interactive provision of information. Clear<br />

communication on sustainable <strong>value</strong> <strong>proposition</strong>s, making use<br />

of <strong>the</strong> various media.<br />

◾ <strong>TenCate</strong>’s positioning as a solutions provider in <strong>the</strong> automotive<br />

market<br />

As part of <strong>the</strong> policy of prioritising growth in <strong>the</strong> composites<br />

businesses, close attention will be devoted to <strong>the</strong> current<br />

developments in <strong>the</strong> automotive industry. <strong>TenCate</strong> occupies a<br />

leading position in <strong>the</strong>rmoplastic composites. The automotive<br />

industry is on <strong>the</strong> verge of a technological revolution involving <strong>the</strong><br />

use of new composite materials. This need has arisen primarily<br />

from government regulations aimed at annual reductions in CO2 emissions from vehicles. The industry <strong>the</strong>refore has to develop<br />

innovative, lightweight concepts, which require adjustments<br />

to <strong>the</strong> design and manufacturing process.<br />

A discernible trend is under way in <strong>the</strong> aerospace and automotive<br />

industries towards project-based co-operation with <strong>the</strong> aim of<br />

reducing <strong>the</strong> costs of composites and making materials more<br />

suitable for industrial processes. By participating in various<br />

industrial networks, <strong>TenCate</strong> aims to become part of <strong>the</strong> required<br />

solutions with its aerospace background.<br />

◾ Embedding of inkjet technology in <strong>the</strong> <strong>TenCate</strong> Protective Fabrics<br />

production process<br />

The first production runs for specific print applications will take<br />

place in 2012 at <strong>the</strong> production site in Nijverdal (Ne<strong>the</strong>rlands).<br />

Work will also start on <strong>the</strong> establishment of <strong>the</strong> finishing<br />

department (coatings) for production based on inkjet technology.


Corporate information<br />

CORPORATE GOVERNANCE<br />

The Supervisory Board and <strong>the</strong> Executive Board endorse <strong>the</strong> main<br />

corporate governance principles, in <strong>the</strong> form currently applicable<br />

to Dutch listed companies operating internationally.<br />

The corporate governance structure is based on <strong>the</strong> voluntary<br />

application of <strong>the</strong> two-tier board structure. The main elements of<br />

this are:<br />

◾ The financial statements are adopted by <strong>the</strong> general meeting<br />

of shareholders;<br />

◾ Supervisory directors are appointed by <strong>the</strong> general meeting<br />

of shareholders on <strong>the</strong> basis of nominations by <strong>the</strong> Supervisory<br />

Board. The profile of <strong>the</strong> members of <strong>the</strong> Supervisory Board is<br />

first discussed at <strong>the</strong> general meeting of shareholders at <strong>the</strong> time<br />

of adoption and on each subsequent modification;<br />

◾ The general meeting of shareholders and <strong>the</strong> works council can<br />

recommend persons to <strong>the</strong> Supervisory Board for nomination<br />

as supervisory directors;<br />

◾ With an outright majority of votes, <strong>the</strong> general meeting of<br />

shareholders representing at least one-third of <strong>the</strong> issued share<br />

capital may reject <strong>the</strong> nomination by <strong>the</strong> Supervisory Board;<br />

◾ The members of <strong>the</strong> Executive Board are appointed by <strong>the</strong> general<br />

meeting of shareholders on <strong>the</strong> basis of a binding nomination by<br />

<strong>the</strong> Supervisory Board.<br />

No changes or adjustments were made to corporate governance within<br />

<strong>TenCate</strong> in 2011. Consequently, for <strong>the</strong> full corporate governance<br />

documentation we refer to <strong>the</strong> <strong>TenCate</strong> website, <strong>the</strong> report of <strong>the</strong><br />

Supervisory Board appearing on page 20 and <strong>the</strong> 2011 remuneration<br />

report, which can also be found on <strong>the</strong> <strong>TenCate</strong> website.<br />

SWOT ANALYSIS<br />

<strong>TenCate</strong> has for a number of years provided an outline of <strong>the</strong> SWOT<br />

analysis in its annual report. This analysis is a permanent feature of<br />

<strong>the</strong> internal strategic framework, in which each market group draws<br />

up a SWOT matrix for each continent. The points included in this apply<br />

to <strong>TenCate</strong> as a collective group. On <strong>the</strong> basis of <strong>the</strong> SWOT matrix,<br />

a confrontation matrix is drawn up for each market group, as shown<br />

on pages 33 and 47.<br />

In addition to <strong>the</strong> fact that indicated improvement points are tackled on<br />

an ongoing basis and actions are undertaken to address threats, <strong>the</strong><br />

SWOT analysis is part of a gradual process of refinement and control.<br />

Since full details of <strong>the</strong> formulated SWOT analysis can be found in<br />

<strong>the</strong> 2010 annual report, only a point-by-point summary of <strong>the</strong> main<br />

components is provided here.<br />

◾ The strength of <strong>TenCate</strong><br />

◾ The strength of <strong>the</strong> <strong>TenCate</strong> ® corporate brand with <strong>the</strong> following<br />

core <strong>value</strong>s: innovative, solution-focused, high-quality and reliable.<br />

The <strong>TenCate</strong> corporate brand is a connecting factor linking <strong>the</strong><br />

various market activities. The recent media focus on <strong>TenCate</strong><br />

Defender M and <strong>the</strong> <strong>TenCate</strong> ABDS active blast countermeasure<br />

system has made a strong positive contribution to <strong>the</strong> <strong>TenCate</strong> ®<br />

brand.<br />

◾ Competitive position based on economies of scale, technology<br />

development and innovations (IP), <strong>the</strong> broad technological basis<br />

and global presence in markets and diversified access to <strong>the</strong><br />

commodities market.<br />

◾ Market leadership in niche markets.<br />

◾ Improvement points<br />

◾ <strong>TenCate</strong> is an organically growing company which has gained an<br />

increasingly international character over <strong>the</strong> years. The process of<br />

transformation from a production-dominated company to a marketdriven<br />

solution provider makes additional demands on employees.<br />

An advanced management development programme is required in<br />

order to keep <strong>the</strong> organisation in step with developments and<br />

anticipate <strong>the</strong> future.<br />

◾ The growth process has been accelerated by applying a greater<br />

focus and streng<strong>the</strong>ning <strong>the</strong> local presence in growth markets.<br />

The achievement of <strong>the</strong> associated revenue growth is a gradual<br />

process.<br />

◾ Value chain integration in <strong>the</strong> syn<strong>the</strong>tic turf activities is also<br />

a point of attention in 2012. The aim is to increase <strong>the</strong> return<br />

substantially, partly by fur<strong>the</strong>r implementation and optimisation<br />

of <strong>the</strong> downstream activities coupled with an optimisation of<br />

component production (fibres and backing) and <strong>the</strong> associated<br />

capacity utilisation.<br />

◾ The generation of profitable revenues from previous (capitalised)<br />

developments at Xennia Technology, with <strong>the</strong> aim of streng<strong>the</strong>ning<br />

<strong>the</strong> marketing and sales activities.<br />

Annual Report 2011 61


CORPORATE INFORMATION<br />

◾ Opportunities<br />

◾ The continuing attention devoted to technological developments<br />

and product differentiation focused on new and existing market<br />

requirements leads to a constant stream of opportunities. Product<br />

developments such as <strong>TenCate</strong> Defender M and <strong>TenCate</strong><br />

Tecasafe Plus are good examples of this. Business development<br />

has been embedded more strongly in <strong>the</strong> organisation since 2010.<br />

◾ The new aerospace armour production plant opened at <strong>the</strong> end of<br />

2011. After <strong>the</strong> initial long-term project with Eurocopter, o<strong>the</strong>r<br />

producers have also signed up for armour projects. <strong>TenCate</strong><br />

combines its capacities as an aerospace company with those in<br />

vehicle armour, generating substantial added <strong>value</strong>.<br />

◾ Developments in new geographic markets provide opportunities<br />

for <strong>TenCate</strong> and can offset possible cyclical declines in certain<br />

traditional markets.<br />

◾ Threats<br />

◾ As a result of growing uncertainties in <strong>the</strong> financial markets, <strong>the</strong><br />

supply of credit may come under renewed pressure. <strong>TenCate</strong> will<br />

maintain an ample safety margin with regard to its maximum debt<br />

ratio, which may put some pressure on <strong>the</strong> financeability of larger<br />

potential acquisitions. Priority will be given to <strong>the</strong> reduction of<br />

working capital in order to maintain maximum headroom for<br />

growth.<br />

◾ New syn<strong>the</strong>tic turf fibre producers offering components at<br />

extremely low prices are a potential threat. This threat is<br />

addressed by continuing to focus attention on systems and <strong>the</strong><br />

needs of end-users (solutions) and maintaining direct access to<br />

<strong>the</strong> market (point of sale).<br />

◾ The substantial proportion of revenues from <strong>TenCate</strong> Defender M<br />

62<br />

dependent on <strong>the</strong> US Army remains a point of attention.<br />

The reduction in <strong>the</strong> number of military personnel stationed in<br />

Iraq and Afghanistan should not be viewed as overwhelmingly<br />

negative. <strong>TenCate</strong> has succeeded in fur<strong>the</strong>r expanding <strong>the</strong> overall<br />

portfolio of <strong>the</strong> <strong>TenCate</strong> Defender M range and has developed<br />

o<strong>the</strong>r concepts based on similar technology (such as <strong>TenCate</strong><br />

Tecasafe Plus). <strong>TenCate</strong> is also enjoying increasing success in this<br />

field outside America.<br />

Royal Ten Cate<br />

◾ Challenges<br />

◾ <strong>TenCate</strong> faces major challenges over <strong>the</strong> next five years in its aim<br />

of growing to an indicative revenue level of approximately<br />

€ 2 billion. This will entail inevitable organisational challenges.<br />

◾ As a producer of materials, <strong>the</strong>re is a close relationship with<br />

production processes in later links in <strong>the</strong> <strong>value</strong> chain and with <strong>the</strong><br />

ultimate design of <strong>the</strong> end-product. The challenge for <strong>TenCate</strong> is<br />

to choose such a positioning in <strong>the</strong> <strong>value</strong> chain that this results in<br />

a sustainable profit model in <strong>the</strong> longer term. The transformation<br />

to a solution-focused organisation means that operations<br />

increasingly have to take place in network structures, requiring<br />

new skills on <strong>the</strong> part of <strong>the</strong> organisation. An organisation which<br />

adopts a market stance based on a new dimension may<br />

substantially change <strong>the</strong> company’s image.<br />

RISK MANAGEMENT<br />

Enterprise entails risks. Because <strong>TenCate</strong> operates in different<br />

markets, <strong>the</strong> company also faces varied risks in each market.<br />

<strong>TenCate</strong> aims to identify and control <strong>the</strong>se risks as early as possible.<br />

Risk control models have <strong>the</strong>refore been developed, which are updated<br />

and discussed with <strong>the</strong> group management at least four times a year.<br />

The risk control and supervision measures are aimed at early<br />

identification of <strong>the</strong>se risks.<br />

The main risks and <strong>the</strong> applicable risk control models are described<br />

briefly below. A full description of <strong>the</strong> risk management can be found<br />

on <strong>the</strong> <strong>TenCate</strong> website.<br />

STRATEGIC RISKS<br />

In order to assess <strong>the</strong> strategic risks, <strong>TenCate</strong> uses a business<br />

model based on four cornerstones: end-user marketing, product<br />

differentiation, technological innovation and cost leadership.<br />

An analysis of this model enables <strong>TenCate</strong> to carry out a clear and<br />

rapid assessment of <strong>the</strong> company’s strategic position and to adjust it<br />

accordingly. A second model used is <strong>the</strong> SWOT analysis. This analysis<br />

is also used as a basis for agreements with <strong>the</strong> management on<br />

measures to reduce risks.


MARKET RISKS<br />

Government expenditure in <strong>the</strong> main countries is an important factor<br />

in demand for <strong>TenCate</strong> products. Strong commercial networks and<br />

<strong>the</strong> associated supply of information enable <strong>the</strong> company to swiftly<br />

anticipate government plans. By maintaining flexibility in cost<br />

structures, it is possible to compensate for <strong>the</strong> consequences of<br />

a decrease in demand.<br />

In situations of scarcity or heavy dependence on a single supplier,<br />

<strong>the</strong>re are risks of non-availability or disproportionate price rises.<br />

Active steps are taken to reduce this dependence.<br />

OPERATIONAL RISKS<br />

<strong>TenCate</strong>’s organisation strategy is based on a decentralised model.<br />

The managements of market groups and operating companies are<br />

controlled on <strong>the</strong> basis of a formalised planning and control cycle.<br />

<strong>TenCate</strong> performs preventive inspections of its products and almost<br />

all businesses are ISO-certified.<br />

<strong>TenCate</strong>’s environmental policy is based on limiting any impact on<br />

<strong>the</strong> environment as far as possible. Periodic inspections are carried<br />

out both by <strong>the</strong> holding company and by <strong>the</strong> operating company<br />

managements and measures are taken to avoid environmental<br />

risks. Each operating company has its own systems for control and<br />

transaction processing in <strong>the</strong> main operating processes. Information<br />

security and back-up procedures are followed to minimise <strong>the</strong> risk of<br />

disruption to <strong>the</strong>se systems.<br />

LEGAL AND TAX RISKS<br />

<strong>TenCate</strong> becomes involved in various legal proceedings resulting from<br />

normal business operations. The progress of <strong>the</strong>se proceedings is<br />

monitored continuously. A summary is discussed in <strong>the</strong> finance<br />

committee of <strong>the</strong> Supervisory Board twice a year.<br />

> <strong>TenCate</strong> has developed risk control<br />

models, which are updated and<br />

discussed with <strong>the</strong> group management<br />

at least four times a year. <<br />

FINANCIAL RISKS<br />

The financing of <strong>the</strong> company is for <strong>the</strong> most part centralised <strong>through</strong><br />

corporate treasury. The main financing source is <strong>the</strong> € 450 million<br />

syndicated loan arranged in December 2010. The main covenant<br />

concerns <strong>the</strong> debt / EBITDA-ratio. In view of <strong>the</strong> specific seasonal<br />

pattern in <strong>TenCate</strong>’s financing requirement, quarterly debt / EBITDA<br />

ratios have been agreed. That substantially reduces <strong>the</strong> risk of a<br />

breach of covenant.<br />

The risk of an interest rate rise in <strong>the</strong> subsequent years is hedged in<br />

principle to various percentages, taking account of expected interest<br />

rate trends. The effect of changes in <strong>the</strong> <strong>value</strong> of financial instruments<br />

on <strong>the</strong> company’s result is mitigated as far as possible by <strong>the</strong> use of<br />

hedge accounting.<br />

With regard to currencies, Ten Cate draws a distinction between<br />

competition, transaction and translation risk. The competition risk<br />

is hedged over <strong>the</strong> subsequent six months by means of options.<br />

The foreign currency transaction risk is hedged by means of futures<br />

or options. The translation risk on <strong>the</strong> results of subsidiaries outside<br />

<strong>the</strong> eurozone is offset where possible internally by euro-denominated<br />

revenues of subsidiaries outside <strong>the</strong> eurozone.<br />

No impairment has been recognised in respect of <strong>the</strong> intangible fixed<br />

assets. The sensitivity with regard to <strong>the</strong> main assumptions on this<br />

subject has increased at <strong>the</strong> <strong>TenCate</strong> Grass unit. Fur<strong>the</strong>r details can<br />

be found in note 37.2.<br />

<strong>TenCate</strong> has placed <strong>the</strong> pension provision for Dutch employees with<br />

Stichting Pensioenfonds Koninklijke Ten Cate nv. The pension fund<br />

has taken measures to reduce <strong>the</strong> risk profile as part of its investment<br />

policy. In 2011, Royal <strong>TenCate</strong> switched from <strong>the</strong> corridor method to<br />

<strong>the</strong> OCI method for <strong>the</strong> valuation of pension liabilities. This change of<br />

system provides greater insight into changes in pension liabilities.<br />

Annual Report 2011 63


GreenSource<br />

sports for water<br />

In July 2011 <strong>TenCate</strong> and Pentair X-Flow<br />

presented <strong>the</strong> demonstrator developed<br />

in open innovation for drinking water<br />

management. This GreenSource project<br />

combines <strong>TenCate</strong> syn<strong>the</strong>tic turf systems<br />

for sports or landscaping with Pentair<br />

X-Flow technology for <strong>the</strong> treatment of<br />

rainwater and sewage. Wavin supplies<br />

<strong>the</strong> drainage systems.<br />

The GreenSource system enables water<br />

management to be used worldwide on<br />

sports complexes and stadiums as well<br />

as on landscaping based on syn<strong>the</strong>tic<br />

turf. The treated water can be used for<br />

spraying syn<strong>the</strong>tic turf pitches and for<br />

irrigation of <strong>the</strong> natural landscape. Water<br />

of this quality can also be made suitable<br />

for drinking water.<br />

Worldwide <strong>the</strong>re is a growing demand<br />

for sustainable products, in particular for<br />

those that save water. The GreenSource<br />

system meets this need.<br />

Business development<br />

<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>


CORPORATE INFORMATION<br />

RISK MANAGEMENT AND CONTROL SYSTEMS<br />

A whistleblowers scheme and a complaint scheme enable employees<br />

to inform <strong>the</strong> company management of any undesirable situations.<br />

It is important to maintain direct contact between <strong>the</strong> Executive Board,<br />

group managements and directors of operating companies. Extensive<br />

monthly reports are filed and <strong>the</strong> performance, results, outlook and<br />

certain risk management aspects are discussed each quarter. The risk<br />

management also forms part of <strong>the</strong> consultations with <strong>the</strong> financial<br />

committee of <strong>the</strong> Supervisory Board.<br />

All managers and controllers sign a letter of representation twice a<br />

year declaring <strong>the</strong>ir compliance with financial reporting / internal<br />

control requirements.<br />

EVALUATION OF RISK MANAGEMENT AND CONTROL SYSTEMS<br />

The Executive Board is of <strong>the</strong> opinion that:<br />

◾ The risk management and control systems provide reasonable<br />

assurance that <strong>the</strong> financial reporting is free of material<br />

misstatements;<br />

◾ The risk management and control systems have operated correctly<br />

in <strong>the</strong> reporting year;<br />

◾ There are no indications that <strong>the</strong> risk management and control<br />

systems will not operate correctly during <strong>the</strong> current year.<br />

However well designed our internal risk management and control<br />

systems are, <strong>the</strong>y can never provide absolute certainty that objectives<br />

in <strong>the</strong> field of strategy, operation, reporting and compliance with laws<br />

and rules will always be achieved. In taking decisions we are aware<br />

that:<br />

◾ Human errors of judgement may arise;<br />

◾ Cost-benefit assessments must constantly be made when<br />

assuming risks and taking control measures;<br />

◾ Human failings and even simple errors or mistakes can have major<br />

consequences;<br />

◾ Conspiracies by officials can lead to circumvention of internal<br />

control measures<br />

◾ The management of parts of <strong>the</strong> company can permanently or<br />

temporarily negate agreements made with <strong>the</strong> Executive Board.<br />

This statement should not be interpreted as being a statement in<br />

accordance with <strong>the</strong> requirements of section 404 of <strong>the</strong> Sarbanes<br />

Oxley Act in <strong>the</strong> United States, which does not apply to Royal Ten Cate.<br />

Annual Report 2011 65


CORPORATE INFORMATION<br />

HUMAN RESOURCES MANAGEMENT<br />

Employees Year-end 2011 Year-end 2010 Year-end 2009 Year-end 2008 Year-end 2007<br />

in number of staff years<br />

Ne<strong>the</strong>rlands 819 785 862 931 975<br />

Rest of Europe 672 724 569 612 582<br />

United States 1,604 1,542 1,314 1,573 1,527<br />

Asia/Australia 1,030 878 777 936 641<br />

Middle East 228 342 283 385 295<br />

Total 4,353 4,271 3,805 4,437 4,020<br />

HUMAN RESOURCES POLICY<br />

The HR policy is based on <strong>the</strong> following principles<br />

◾ Identifying and developing talent;<br />

◾ Developing leadership and entrepreneurial qualities;<br />

◾ Retaining talent and guaranteeing knowledge.<br />

In 2011 <strong>the</strong> HRM efforts were focused on guaranteeing <strong>the</strong> continuity<br />

of <strong>the</strong> company, partly by developing skills and improving employees’<br />

performance and tightening <strong>the</strong> structures of <strong>the</strong> organisation.<br />

<strong>TenCate</strong> takes account of effects on <strong>the</strong> local or regional labour market<br />

in its accommodation policy. During <strong>the</strong> reporting year this policy was<br />

applied when <strong>the</strong> Almelo-based production activities of <strong>TenCate</strong><br />

Geosyn<strong>the</strong>tics were transferred to Nijverdal (Ne<strong>the</strong>rlands) and when<br />

<strong>the</strong> activities of <strong>TenCate</strong> Advanced Composites were concentrated in<br />

Fairfield (California, US). Retention of knowledge and skills and<br />

flexibilisation of manpower were <strong>the</strong> principal objectives.<br />

<strong>TenCate</strong> Protective Fabrics in <strong>the</strong> United States once again succeeded<br />

in making a major contribution to <strong>the</strong> retention of jobs in <strong>the</strong> State of<br />

Georgia during <strong>the</strong> reporting year. Fellow operators in <strong>the</strong> region’s<br />

textile industry were licensed to produce protective fabrics for <strong>the</strong><br />

US Army, helping to maintain around 10,000 jobs. During <strong>the</strong> current<br />

year such an approach will also be adopted by <strong>TenCate</strong> Protective<br />

Fabrics in South Korea.<br />

At <strong>the</strong> end of 2011, <strong>TenCate</strong> had approximately 4,350 employees<br />

worldwide. Overall <strong>the</strong>re was a limited increase in <strong>the</strong> size of <strong>the</strong><br />

workforce. On <strong>the</strong> one hand <strong>the</strong> existing organisation was sharpened<br />

and on <strong>the</strong> o<strong>the</strong>r hand a number of acquisitions were completed.<br />

66<br />

Royal Ten Cate<br />

<strong>TenCate</strong> aims to streng<strong>the</strong>n its leading positions in its core markets as<br />

a result of <strong>the</strong>se acquisitions. Emas Kiara, one of Asia’s main geotextile<br />

producers, has been part of <strong>TenCate</strong> since 2011.<br />

ORGANISATIONAL DEVELOPMENT<br />

Due to <strong>the</strong> quickening pace of change in <strong>the</strong> world markets, <strong>the</strong> shift<br />

in industrial power relationships and <strong>the</strong> growth in emerging markets,<br />

<strong>TenCate</strong>’s continued success depends crucially on being able to<br />

influence end-users, deliver innovations, develop new marketing<br />

strategies and implement <strong>the</strong>se strategies appropriately.<br />

<strong>TenCate</strong>’s strategy is focused on fur<strong>the</strong>r growth in its existing world<br />

markets and <strong>the</strong> securing of substantial positions in a limited number<br />

of adjacent markets. The flat organisational structure means <strong>the</strong><br />

emphasis is more on <strong>the</strong> continuing development of <strong>the</strong> senior<br />

management. With regard to vital functions, greater priority is given<br />

to internal career development for employees and managers than to<br />

attracting new personnel from outside <strong>TenCate</strong>.<br />

The company’s continuing growth means greater demand for more<br />

central control mechanisms. <strong>TenCate</strong>’s core <strong>value</strong>s, corporate culture,<br />

framework conditions, guidelines and procedures are being fur<strong>the</strong>r<br />

tightened. Entrepreneurship remains central at all levels in <strong>the</strong> groups.<br />

It is essential to translate and implement <strong>the</strong> strategy appropriately.


TALENT AND MANAGEMENT DEVELOPMENT<br />

Talent and management development will focus even more on senior<br />

management. A large number of senior management personnel<br />

underwent an assessment in 2011 which provides a starting point for<br />

fur<strong>the</strong>r development. The continued development of talent at all levels<br />

in <strong>TenCate</strong> will also remain a major focus of attention.<br />

Greater attention was devoted to securing and developing specialist<br />

knowledge and leadership skills in 2011. The existing development<br />

programmes are increasingly being co-ordinated. Attention will be<br />

directed towards management development. Internal branding<br />

campaigns, focused among o<strong>the</strong>r things on CSR and social innovation,<br />

will be supported. More attention will also be devoted to training<br />

courses on end-user marketing and <strong>the</strong> streng<strong>the</strong>ning of sales skills in<br />

2012. Various IT tools are currently being developed to provide efficient<br />

and effective support, for <strong>the</strong>se processes, such as <strong>the</strong> introduction of<br />

an MD portal.<br />

SAFETY<br />

Our employees on all continents are professional people with a sense<br />

of enterprise focused on results and solutions, who are genuinely<br />

prepared to take on challenges. A safe and high-quality working<br />

environment is of immense importance in this regard and has high<br />

priority (see also <strong>the</strong> sustainability policy for <strong>the</strong> internal CSR<br />

campaign). <strong>TenCate</strong>’s policy is aimed at implementing or establishing<br />

all activities and processes in such a way that any personal injury or<br />

damage to health can be avoided. This aim is <strong>the</strong> starting point for <strong>the</strong><br />

health and safety policy implemented in all our businesses. Among<br />

Corporate <strong>value</strong>s <strong>TenCate</strong><br />

10Cate<br />

At <strong>TenCate</strong> we are<br />

1 Effective doing <strong>the</strong> right things<br />

2 Efficient doing things right<br />

3 Creative thinking more flexibly<br />

4 Flexible acting more flexibly<br />

5 Enterprising recognizing and maximizing opportunities<br />

6 Innovative breaking new ground at <strong>the</strong> cutting edge of technology<br />

7 Reliable saying what you do and doing what you say<br />

8 Committed dedicated, dependable and proud<br />

9 A team we collaborate as individuals and also as teams<br />

10 The difference to our clients materials that make a difference<br />

o<strong>the</strong>r benefits, this has resulted in a relatively low level of sickness<br />

absence worldwide.<br />

EMPLOYMENT CONDITIONS<br />

<strong>TenCate</strong> offers its employees a comprehensive and competitive<br />

package of employment conditions. To this end, regular surveys are<br />

conducted, in co-operation with Hay Group and local employer<br />

organisations. <strong>TenCate</strong> operates a uniform remuneration policy for<br />

<strong>the</strong> management of all businesses. The bonus systems for <strong>the</strong> senior<br />

management are also determined centrally. That takes place on <strong>the</strong><br />

basis of <strong>the</strong> result of <strong>the</strong> operating company and in some cases also<br />

partly on <strong>the</strong> basis of <strong>the</strong> results of <strong>the</strong> <strong>TenCate</strong> market group as a<br />

whole.<br />

New site for <strong>TenCate</strong> Geosyn<strong>the</strong>tics<br />

in Nijverdal<br />

Ten Cate Geosyn<strong>the</strong>tics’ new production site in Nijverdal opened<br />

officially on 14 April. <strong>TenCate</strong> Geosyn<strong>the</strong>tics develops and<br />

produces geosyn<strong>the</strong>tic materials at Nijverdal for construction, civil<br />

engineering and infrastructure projects. Major advances have been<br />

made in terms of production efficiency and logistics. The office<br />

functions have been located in <strong>TenCate</strong>’s premises on Hoge Dijkje<br />

in Nijverdal.<br />

Annual Report 2011 67


Recyclable<br />

Thanks to ingenious product design,<br />

using <strong>the</strong> innovative, patented weaving<br />

technology from <strong>TenCate</strong> Grass, <strong>the</strong><br />

fi rst fully recyclable syn<strong>the</strong>tic turf<br />

pitches were developed in 2011: fi rst for<br />

landscaping, <strong>the</strong>n for sports fi elds. This<br />

is a fi rst in this industry.<br />

At <strong>the</strong> end of <strong>the</strong> lifespan of <strong>the</strong> pitch <strong>the</strong><br />

processed materials can immediately be<br />

reused in <strong>the</strong> <strong>TenCate</strong> Grass production<br />

process. This relates to <strong>the</strong> syn<strong>the</strong>tic<br />

turf fi bres, <strong>the</strong> woven backing and <strong>the</strong><br />

adhesive layer. These are all from <strong>the</strong><br />

same product family, so that <strong>the</strong>re is no<br />

impure mixing during recycling. The infi ll<br />

is recycled separately after it has been<br />

cleaned.<br />

Business development<br />

Syn<strong>the</strong>tic turf has a number of<br />

sustainability aspects. A syn<strong>the</strong>tic<br />

turf pitch requires less maintenance<br />

(mowing, fertilizing) than natural<br />

grass and can be played on longer and<br />

more intensively. Depending on <strong>the</strong><br />

type of pitch, syn<strong>the</strong>tic turf provides<br />

a considerable saving of water. As<br />

natural grass pitches cannot be played<br />

on continuously, <strong>the</strong> pressure on space<br />

of syn<strong>the</strong>tic turf pitches is considerably<br />

less. The fact that it is now possible to<br />

recycle certain types of syn<strong>the</strong>tic turf<br />

represents fundamental preservation of<br />

this product. <strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong><br />

SUSTAINABILITY<br />

• Fully recyclable, including <strong>the</strong> backing and<br />

adhesive layer<br />

• Savings on materials, water and energy<br />

• High use (on average 1,500 hours a year)<br />

• Less pressure on space than natural grass<br />

• Less maintenance than natural grass<br />

• Patented innovative weaving technology


CORPORATE INFORMATION<br />

<strong>TenCate</strong> operates businesses in 25 countries around <strong>the</strong> world, each<br />

of which has its own employment regulations, laws and culture.<br />

The operating companies <strong>the</strong>refore conduct <strong>the</strong>ir own personnel<br />

policies geared to <strong>the</strong> local situation, although <strong>the</strong>se are governed<br />

by conditions and general principles specified by <strong>the</strong> group.<br />

In co-operation with <strong>the</strong> general employers’ association AWVN, a<br />

major job evaluation project was completed in <strong>the</strong> Ne<strong>the</strong>rlands in 2011.<br />

All jobs covered by <strong>the</strong> collective labour agreement for <strong>the</strong> fashion,<br />

interior, carpet and textile industry have been redefined<br />

(consolidation), described and rated in accordance with <strong>the</strong> ORBA-PM<br />

method.<br />

CORPORATE INFORMATION TECHNOLOGY<br />

DEVELOPMENTS IN 2011<br />

Fur<strong>the</strong>r steps were taken in <strong>the</strong> merger of <strong>the</strong> decentralised IT<br />

organisations into three regional shared service centres in 2011.<br />

The shared service centre in <strong>the</strong> USA entered service in January 2011.<br />

The IT shared service centre in Asia will be operational in <strong>the</strong> first<br />

quarter of 2012. The regional shared service centres will be connected<br />

to each o<strong>the</strong>r in 2012, completing <strong>the</strong> transformation of <strong>the</strong> IT<br />

organisation from a decentralised structure to one based on a shared<br />

service centre.<br />

Projects<br />

The Global <strong>TenCate</strong> Network was rolled out worldwide in 2011. This<br />

network connects almost all companies, which can <strong>the</strong>n communicate<br />

and share information securely. The companies in Asia and Australia/<br />

New Zealand in particular will be connected in 2012.<br />

Cognos Controller, <strong>the</strong> central financial reporting and consolidation<br />

system, entered service fully at all <strong>TenCate</strong> operating companies in<br />

2011. The <strong>TenCate</strong> website has also been adapted for mobile devices.<br />

iNetwork, <strong>the</strong> <strong>TenCate</strong> intranet, has been updated and is being rolled<br />

out worldwide.<br />

Investments<br />

In addition to a number of technological investments in IT systems<br />

(SAN, backup, telephony), various ERP implementations have been<br />

completed. For example, <strong>the</strong> <strong>TenCate</strong> Advanced Armour companies in<br />

Europe (Denmark and France) and <strong>TenCate</strong> Protective Fabrics Thailand<br />

> <strong>TenCate</strong> Protective Fabrics offers <strong>the</strong><br />

best protection <strong>value</strong> for our customers<br />

and profitable growth and shareholder<br />

<strong>value</strong> for our business. We are<br />

achieving this objective and<br />

demonstrating leadership in <strong>the</strong><br />

protective textiles market <strong>through</strong> our<br />

extensive knowledge of advanced<br />

materials, processes and strong<br />

position in <strong>the</strong> <strong>value</strong> chain. <<br />

<strong>TenCate</strong> Protective Fabrics mission statement<br />

have switched to Microsoft Dynamics AX and <strong>TenCate</strong> Geosyn<strong>the</strong>tics<br />

Europe has now standardised on SAP. These replacements have<br />

allowed fur<strong>the</strong>r standardisation within <strong>TenCate</strong>’s ERP landscape.<br />

PLANS FOR 2012<br />

2012 will see <strong>the</strong> completion of <strong>the</strong> IT organisation in regional shared<br />

service centres and <strong>the</strong> connection of <strong>the</strong> <strong>TenCate</strong> companies to <strong>the</strong><br />

worldwide <strong>TenCate</strong> network. <strong>TenCate</strong> Advanced Armour will begin<br />

implementing MS Dynamics AX in America and <strong>the</strong> UK. The <strong>TenCate</strong><br />

website will be given a makeover and <strong>the</strong> underlying content<br />

management system will be replaced. Research has now started with<br />

a view to expanding <strong>the</strong> mobile telephone contract to include all<br />

European sites from 2013.<br />

CORPORATE INTELLECTUAL PROPERTY<br />

<strong>TenCate</strong> conducts an active branding policy in order to streng<strong>the</strong>n and<br />

fur<strong>the</strong>r expand its image in <strong>the</strong> market. <strong>TenCate</strong>’s market strategy is<br />

based on its strong corporate brand. This brand forms <strong>the</strong> basis of both<br />

corporate and market communication. The strategy is linked to <strong>the</strong><br />

end-user marketing strategy, which is conducted <strong>through</strong> <strong>the</strong> different<br />

market groups. The brand is communicated clearly in <strong>the</strong> various<br />

market groups, <strong>the</strong>reby emphasising <strong>the</strong> coherence of <strong>the</strong> different<br />

market groups.<br />

Annual Report 2011 69


CORPORATE INFORMATION<br />

In addition to <strong>the</strong> active branding policy, <strong>TenCate</strong> conducts an active<br />

patent policy. That applies both to <strong>the</strong> registration of new inventions<br />

and to <strong>the</strong> protection of existing intellectual property rights. The<br />

existing portfolio is regularly assessed to ensure that <strong>the</strong> available<br />

intellectual property is being used appropriately. <strong>TenCate</strong> innovates<br />

and develops constantly. The resulting intellectual property is<br />

appropriately registered and protected.<br />

<strong>TenCate</strong> also conducts an active protection policy. Action is taken<br />

if any infringements are detected.<br />

DEVELOPMENTS IN 2011<br />

Fur<strong>the</strong>r work took place in 2011 on <strong>the</strong> positioning of <strong>the</strong> corporate<br />

brand worldwide. The market groups have consistently implemented<br />

<strong>the</strong> brand strategy.<br />

The fact that <strong>the</strong> strategy benefits <strong>the</strong> <strong>value</strong> of <strong>the</strong> brand is also<br />

evident from <strong>the</strong> increased market <strong>value</strong> of <strong>the</strong> brand compared to<br />

2010. According to <strong>the</strong> top 100 Dutch companies with <strong>the</strong> most<br />

valuable brands, <strong>the</strong> <strong>TenCate</strong> brand represents a <strong>value</strong> of € 135 million,<br />

almost € 30 million more than in 2010. (Source: Brand Competence,<br />

The Dutch Top 100 corporate brands ranking 2010 and 2011.)<br />

Various new patents were again added to <strong>the</strong> existing portfolio in 2011,<br />

ei<strong>the</strong>r by registering new intellectual property developed by <strong>TenCate</strong> or<br />

by means of acquisitions.<br />

The brand portfolio can be viewed on <strong>the</strong> website. The patent portfolio<br />

is not disclosed, however, due to competition considerations.<br />

CORPORATE SOCIAL RESPONSIBILITY<br />

SUSTAINABILITY POLICY<br />

<strong>TenCate</strong>’s sustainability policy forms an integral part of <strong>the</strong> pursuit of<br />

continuity in <strong>the</strong> company, which has existed for over 300 years. It is<br />

based on <strong>the</strong> forward-looking vision, mission and strategy of <strong>the</strong><br />

Executive Board. At <strong>the</strong> same time it reflects <strong>the</strong> long-term approach<br />

and actions of <strong>the</strong> group managements and employees of <strong>TenCate</strong> and<br />

its subsidiaries and associated companies worldwide.<br />

70<br />

Royal Ten Cate<br />

As a multinational company, <strong>TenCate</strong> is aware <strong>the</strong> effect its actions<br />

have on <strong>the</strong> social environment. By maintaining <strong>the</strong> company on <strong>the</strong><br />

basis of sustainable profitability, <strong>TenCate</strong> aims to play a part in making<br />

sure that <strong>the</strong> social, natural and economic environment remains<br />

available for future generations. <strong>TenCate</strong> is increasingly integrating<br />

sustainability into its operating processes, products and joint ventures<br />

by means of corporate social responsibility (CSR). This creates shared<br />

awareness among both internal and external stakeholders, which in<br />

turn opens <strong>the</strong> way to constructive initiatives with buyers, customers,<br />

partners and institutions aimed at <strong>the</strong> responsible deployment of<br />

people and <strong>the</strong> responsible use of commodities and materials.<br />

On <strong>the</strong> basis of <strong>the</strong> worldwide trends towards safety and sustainability<br />

on which <strong>TenCate</strong> focuses, numerous underlying <strong>the</strong>mes arise in<br />

relation to <strong>the</strong> protection that <strong>TenCate</strong> provides for people and <strong>the</strong>ir<br />

environment. The sustainability <strong>the</strong>mes include weight reduction,<br />

limitation of energy consumption, noise reduction, insulation, water<br />

management, reuse, recycling, waste water and sludge processing,<br />

bullet- and fragment- proofing and heat and flame resistance.<br />

The management of <strong>the</strong> <strong>value</strong> chain involves numerous sustainability<br />

aspects to greater or lesser degrees. This applies to all <strong>the</strong><br />

cornerstones of <strong>the</strong> business model. The technological innovation<br />

cornerstone is <strong>the</strong> most obvious. Only <strong>through</strong> continued<br />

groundbreaking innovations in technical and technological areas will it<br />

be possible to secure <strong>the</strong> continuity of <strong>TenCate</strong> as a technology group<br />

and guarantee sustainable development.<br />

CORPORATE SOCIAL RESPONSIBILITY<br />

CSR is <strong>the</strong> means by which <strong>TenCate</strong> integrates sustainability into its<br />

business operations. <strong>TenCate</strong> uses numerous management systems<br />

particularly to make corporate social responsibility visible and<br />

controllable. These range from environmental management systems<br />

(ISO certifications for quality and <strong>the</strong> environment and renewal of<br />

certification) <strong>through</strong> to financial accountability concerning <strong>the</strong> receipt<br />

of innovation funds and <strong>the</strong> provision of sponsorship and donations.<br />

In <strong>the</strong> various <strong>value</strong> chains, <strong>TenCate</strong> plays an active part as a customer,<br />

producer, supplier and co-operation partner in delivering sustainability<br />

innovations in numerous fields.


<strong>TenCate</strong>’s corporate departments support <strong>the</strong> managements worldwide<br />

with corporate social responsibility initiatives and projects.<br />

The corporate risk management, corporate human resources<br />

management and corporate communications departments co-operate<br />

with <strong>the</strong>se. The managers of <strong>the</strong>se departments are responsible for <strong>the</strong><br />

corporate approach to CSR. The CSR team specifies its objectives and<br />

programme each year. The objectives, results and compliance with<br />

legislation and regulations are assessed with <strong>the</strong> management and<br />

group managements as far as possible on a quarterly basis.<br />

If necessary, <strong>the</strong> group managements make adjustments to <strong>the</strong><br />

strategy and its implementation.<br />

The corporate risk manager reports directly to <strong>the</strong> CFO on <strong>the</strong> progress<br />

of <strong>the</strong> risk management. In addition to safety aspects, this includes<br />

environmental and social aspects of operational management.<br />

The corporate HR director reports directly to <strong>the</strong> CEO on social and<br />

economic aspects and on assessment and remuneration systems.<br />

No <strong>TenCate</strong> officers have an explicit CSR weighting in <strong>the</strong>ir<br />

remuneration, as <strong>TenCate</strong> believes that sustainability is an integral<br />

part of <strong>the</strong> company’s pursuit of continuity.<br />

One of <strong>the</strong> <strong>TenCate</strong> core <strong>value</strong>s is reliability. The integrity code applies<br />

to everyone employed by <strong>TenCate</strong>. The code is part of each individual<br />

contract of employment. A corporate compliance officer and a<br />

confidential adviser have been appointed to support <strong>the</strong> code.<br />

The future availability of essential natural resources (biodiversity)<br />

remains an ever-growing concern for <strong>TenCate</strong>. The company aims to<br />

keep control of developments by focusing on individual areas such as<br />

an integrated environmental policy, <strong>the</strong> prevailing energy policy, <strong>the</strong><br />

progressive policy on emission allowances, efficient and eco-efficient<br />

production, recycling and developing bio-based initiatives.<br />

This approach is in line with <strong>the</strong> industry’s sector objectives. According<br />

to <strong>the</strong> roadmap to 2030, by that time <strong>the</strong> technical textile industry must<br />

be able to fulfil <strong>the</strong> needs of customers and users in a flexible and<br />

sustainable way. <strong>TenCate</strong> has a leading position in <strong>the</strong> pursuit of this<br />

objective. By already working fur<strong>the</strong>r on groundbreaking technologies<br />

and techniques for <strong>the</strong> processing of natural, syn<strong>the</strong>tic, bio-based,<br />

biologically degradable, recyclable or secondary raw materials,<br />

<strong>TenCate</strong> will be increasingly able to manufacture biologically,<br />

chemically or mechanically recyclable products using cleaner and more<br />

efficient production techniques. <strong>TenCate</strong>’s technology road maps and<br />

product road maps in particular chart <strong>the</strong> direction of future<br />

sustainable innovations.<br />

<strong>TenCate</strong> Defender M in South Korea<br />

and Australia<br />

<strong>TenCate</strong> Protective Fabrics has signed an agreement with Samil<br />

Spinning in Seoul (South Korea) for a <strong>TenCate</strong> Defender M<br />

partnership. The aim is to expand <strong>the</strong> <strong>TenCate</strong> Defender M<br />

product portfolio in <strong>the</strong> South Korean army and police market.<br />

<strong>TenCate</strong> Defender M fabric has also been supplied for 10,000<br />

additional uniforms for an extensive MultiCam ® wearing trial in<br />

war zones by <strong>the</strong> Australian Defence Force. <strong>TenCate</strong> Defender M<br />

offers an optimum balance between flame retardance, service life,<br />

comfort and cost. It has significantly reduced <strong>the</strong> number of burn<br />

injuries, <strong>the</strong>reby saving many lives since 2007.<br />

Annual Report 2011 71


In April 2011 <strong>TenCate</strong> Grass, toge<strong>the</strong>r<br />

with Edel Grass and Oranjewoud<br />

Realisation, presented Flevo Boys<br />

football club in Emmeloord, <strong>the</strong><br />

Ne<strong>the</strong>rlands, with <strong>the</strong> <strong>TenCate</strong><br />

Performance Warranty certifi cate.<br />

This makes <strong>TenCate</strong> Grass <strong>the</strong> fi rst<br />

company in <strong>the</strong> international syn<strong>the</strong>tic<br />

turf industry to offer insurance on<br />

<strong>the</strong> performance and durability of<br />

syn<strong>the</strong>tic turf pitches made of <strong>TenCate</strong><br />

components.<br />

The insurance policy that Allianz<br />

issued for Flevo Boys’ syn<strong>the</strong>tic<br />

turf pitch guarantees a FIFA 2 Star<br />

performance for fi ve years. FIFA 2 Star<br />

is <strong>the</strong> benchmark for <strong>the</strong> highest level<br />

of league football on syn<strong>the</strong>tic turf.<br />

<strong>TenCate</strong> Monoslide syn<strong>the</strong>tic turf fi bres<br />

based on <strong>TenCate</strong> XQ technology make<br />

it possible to construct pitches that fulfi l<br />

FIFA 2 Star requirements over a long<br />

period of time.<br />

GRASS<br />

<strong>Connected</strong> <strong>through</strong> <strong>the</strong> <strong>value</strong> <strong>proposition</strong>


CORPORATE INFORMATION<br />

DEVELOPMENTS IN 2011<br />

CSR essentially involves striking <strong>the</strong> right balance between People,<br />

Planet and Profit. During <strong>the</strong> reporting year, <strong>TenCate</strong> recorded an<br />

impressive economic performance and profitability (Profit) while<br />

respecting – internal and external – social <strong>value</strong>s (People) and<br />

operating within an ecological framework (Planet). <strong>TenCate</strong>’s product<br />

portfolio is ideally suited to this since many materials, modules and<br />

systems inherently contribute to sustainability.<br />

The personnel policy is also appropriate in this regard. All employees<br />

within <strong>TenCate</strong> have access to ‘10Cate’, which represents <strong>the</strong> identity<br />

of <strong>the</strong> company. These ten core <strong>value</strong>s are universal within <strong>the</strong><br />

worldwide company. 10Cate is centred on <strong>the</strong> customer and toge<strong>the</strong>r<br />

with <strong>the</strong> <strong>TenCate</strong> business model provides <strong>the</strong> guiding principles for<br />

each employee. The environmental risks were limited as far as possible<br />

during <strong>the</strong> 2011 reporting year. Only chemicals and dyes listed in <strong>the</strong><br />

national textile environmental database are used in <strong>the</strong> Ne<strong>the</strong>rlands.<br />

<strong>TenCate</strong>’s market groups devote a great deal of attention to <strong>the</strong> control<br />

of production processes, rejects and (separate) waste flows. Waste<br />

water released during textile finishing is treated or pretreated and<br />

where possible reused (particularly in Georgia, US). To conserve<br />

energy, <strong>the</strong> Dutch plants use heat/cold exchangers between factory<br />

sites. Waste is processed in collaboration with recognised partners.<br />

<strong>TenCate</strong> purchases most chemicals and (raw materials for) syn<strong>the</strong>tic<br />

fibres worldwide from multinationals which operate policies based on<br />

sustainability. The flame-retardant fabrics which <strong>TenCate</strong> purchases<br />

from Lenzing AG in Austria are an interesting example of this. These<br />

viscose fibres are produced from wood pulp sourced from sustainably<br />

managed forests in <strong>the</strong> mountains of Austria. Sustainable water<br />

management is part of <strong>the</strong> CSR approach adopted by this supplier to<br />

<strong>TenCate</strong>. These natural fibres are used among o<strong>the</strong>r things as <strong>the</strong> basis<br />

for heat- and fire-resistant fabrics developed and produced by <strong>TenCate</strong><br />

Protective Fabrics.<br />

There was a fur<strong>the</strong>r increase in <strong>the</strong> attention devoted by <strong>TenCate</strong> to<br />

CSR last year. There were various reasons for this, such as growing<br />

CSR awareness in <strong>the</strong> organisation and increasing customer demand<br />

for sustainable products. The following factors also play a role: cost<br />

savings (such as energy reduction), possible raw material scarcity,<br />

image and reputational benefits. On <strong>the</strong> basis of <strong>the</strong> cost leadership<br />

cornerstone, business units become aware that CSR saves costs or<br />

is at least cost-neutral. At <strong>the</strong> same time, it offers <strong>the</strong> opportunity to<br />

make more sustainability aspects visible to customers and end-users<br />

in <strong>the</strong> end-user marketing cornerstone. A growing number of market<br />

groups in <strong>TenCate</strong> see CSR as a way of increasing revenues.<br />

The subject of ‘sustainable purchasing’ in particular is of growing<br />

importance to specific market groups. As market leader, <strong>TenCate</strong><br />

aims to be among <strong>the</strong> front runners in <strong>the</strong> industry, including in terms<br />

of sustainability.<br />

During <strong>the</strong> 2011 reporting year, <strong>TenCate</strong> was active worldwide in<br />

numerous projects related to or aimed at corporate social<br />

responsibility. A full list can be found on <strong>TenCate</strong>’s corporate website<br />

(under CSR projects).<br />

> In 2011, <strong>TenCate</strong> recorded an<br />

impressive economic performance<br />

and profitability while respecting<br />

social <strong>value</strong>s and operating within<br />

an ecological framework. Many<br />

<strong>TenCate</strong> naterials, modules and<br />

systems inherently contribute to<br />

sustainability. <<br />

In Europe, North America, Africa and Asia, <strong>TenCate</strong> provided<br />

sponsorship during <strong>the</strong> reporting year for around ten sports events,<br />

for around ten student teams by providing composite and protective<br />

materials and for dozens of organisations, including veterans’ and<br />

firefighters’ support associations, and – partly <strong>through</strong> volunteer work<br />

– for a large number of events in local communities. <strong>TenCate</strong> has been<br />

<strong>the</strong> main sponsor of <strong>the</strong> Heracles Almelo professional football club for<br />

a number of years. This first-division club fulfils an important social<br />

and community role in <strong>the</strong> Almelo region.<br />

In Europe, <strong>TenCate</strong> played an active part in around 20 innovation<br />

projects centred on sustainability and safety during <strong>the</strong> reporting year.<br />

A full summary can be found on <strong>the</strong> <strong>TenCate</strong> website.<br />

Annual Report 2011 73


CORPORATE INFORMATION<br />

<strong>TenCate</strong> was involved in numerous national and international<br />

committees during <strong>the</strong> year, including <strong>the</strong> European Technology<br />

Platform, ETP, Euratex, Modint and IAFI. In Europe, <strong>TenCate</strong> has been<br />

working with a number of universities in <strong>the</strong> Ne<strong>the</strong>rlands and abroad<br />

over <strong>the</strong> past decades, including Delft University of Technology, <strong>the</strong><br />

University of Twente and Saxion University of Applied Sciences in<br />

Enschede.<br />

<strong>TenCate</strong> – a Partner of <strong>the</strong> Cruyff Foundation<br />

On Wednesday 14 September 2011, Carole Thate (Director of<br />

<strong>the</strong> Cruyff Foundation) and Loek de Vries (President and CEO<br />

of <strong>TenCate</strong>) signed an extension to <strong>the</strong> partnership agreement<br />

between <strong>TenCate</strong> and <strong>the</strong> Cruyff Foundation, under <strong>the</strong> watchful<br />

eye of Johan Cruijff himself, <strong>the</strong> legendary ‘number 14’ of Dutch<br />

football. On that day <strong>the</strong> Cruyff Foundation had been in existence<br />

for 14 years. One of <strong>the</strong> foundation’s initiatives is <strong>the</strong> creation of<br />

Cruyff Courts. <strong>TenCate</strong> has been involved as a partner of <strong>the</strong> Cruyff<br />

Foundation since <strong>the</strong> outset. The <strong>TenCate</strong> XP Blade fibre was<br />

specially developed for such intensively used playing areas. This<br />

fibre distinguishes itself from o<strong>the</strong>r syn<strong>the</strong>tic turf fibres in terms of<br />

its durability, wear resistance and appearance.<br />

74<br />

Royal Ten Cate<br />

INITIATIVES FOR 2012<br />

◾ CSR Performance Ladder. Market groups in <strong>the</strong> Ne<strong>the</strong>rlands will be<br />

<strong>the</strong> first to implement <strong>the</strong> CSR Performance Ladder in 2012. Market<br />

groups in o<strong>the</strong>r countries are being encouraged to take part in <strong>the</strong><br />

near future;<br />

◾ CSR indicators. On <strong>the</strong> basis of <strong>the</strong> guidelines of <strong>the</strong> Global<br />

Reporting Initiative, CSR-related key performance indicators are<br />

being determined at corporate level. These KPIs will show even<br />

more clearly where <strong>TenCate</strong> stands worldwide on individual<br />

aspects of CSR. These are environmental aspects of <strong>the</strong> production<br />

process, safety and welfare, human resources, <strong>value</strong> chain<br />

management and social involvement;<br />

◾ CSR measurements. By applying <strong>the</strong> principles and indicators from<br />

<strong>the</strong> GRI framework, it is possible to provide clearer and more<br />

extensive measurements and reports on <strong>TenCate</strong>’s economic,<br />

sustainability and social performances;<br />

◾ CSR reporting. Depending on <strong>the</strong> results of CSR measurements,<br />

it will be decided at <strong>the</strong> beginning of 2013 what quantitative CSR<br />

data can be included in <strong>the</strong> forthcoming annual report. At <strong>the</strong> same<br />

time efforts will be made to increase <strong>the</strong> existing qualitative CSR<br />

reporting. The new <strong>TenCate</strong> website will become an important<br />

information resource for stakeholders.<br />

◾ Process ecotool. With <strong>the</strong> aid of <strong>the</strong> process ecotool, <strong>the</strong> fullest<br />

and clearest picture possible will be obtained in 2012 of <strong>the</strong> CO2 footprint caused by <strong>the</strong> processes within <strong>the</strong> <strong>TenCate</strong> market<br />

groups (‘inside <strong>the</strong> gate’) in <strong>the</strong> Ne<strong>the</strong>rlands (and as far as possible<br />

worldwide). The first interim report will be produced in mid-2012.<br />

An assessment of this worldwide trial measurement will be made<br />

at <strong>the</strong> beginning of 2013;<br />

◾ Product ecotool. With <strong>the</strong> aid of specific product ecotools, <strong>the</strong> CO 2<br />

footprint of a growing number of <strong>TenCate</strong> products (‘outside <strong>the</strong><br />

gate) will be determined in 2012.


<strong>TenCate</strong> played an active part in<br />

around 20 innovation projects in<br />

Europe centred on <strong>the</strong> <strong>the</strong>mes of<br />

sustainability and safety. <<br />

STATEMENT BY THE EXECUTIVE BOARD<br />

As <strong>the</strong> Executive Board of Royal Ten Cate, we have prepared <strong>the</strong><br />

annual report and <strong>the</strong> financial statements for 2011.<br />

We declare that to <strong>the</strong> best of our knowledge:<br />

◾ The financial statements give a true and fair view of <strong>the</strong> assets,<br />

liabilities and <strong>the</strong> financial position of <strong>the</strong> company and its<br />

consolidated businesses;<br />

◾ The annual report gives a true and fair view of <strong>the</strong> position on <strong>the</strong><br />

balance sheet date and <strong>the</strong> state of affairs of <strong>the</strong> company and its<br />

associated companies during <strong>the</strong> year and that <strong>the</strong> principal risks<br />

have been stated in <strong>the</strong> annual report.<br />

Almelo, 28 February 2012<br />

Executive Board<br />

L. de Vries, President and CEO<br />

B.J.H. Cornelese, CFO<br />

Annual Report 2011 75


Financial statements 2011<br />

Royal Ten Cate<br />

Consolidated profit and loss account 78<br />

Consolidated statement of comprehensive income 79<br />

Consolidated balance sheet 80<br />

Consolidated cash flow statement 82<br />

Consolidated statement of changes in group equity 84<br />

Notes to <strong>the</strong> consolidated financial statements<br />

1 General Information on Royal Ten Cate 85<br />

2 General principles for fi nancial reporting 85<br />

3 Principles for <strong>the</strong> preparation of <strong>the</strong> fi nancial<br />

76<br />

statements 85<br />

4 Consolidation principles 86<br />

5 Foreign currencies 87<br />

6 Derivatives 87<br />

7 Hedge accounting 87<br />

8 Segment reporting 88<br />

9 Revenues 88<br />

10 Government subsidies 88<br />

11 Raw materials and manufacturing supplies 88<br />

12 Lease payments 88<br />

13 Financial income and expenses 88<br />

14 Profi t tax 89<br />

15 Earnings per share 89<br />

16 New standards and interpretations<br />

not yet applied 89<br />

17 Principles for <strong>the</strong> preparation of <strong>the</strong> cash fl ow<br />

statement 90<br />

18 Intangible assets 90<br />

19 Tangible fi xed assets 91<br />

20 Inventories 91<br />

21 Trade debtors and o<strong>the</strong>r receivables 92<br />

22 Cash and cash equivalents 92<br />

23 Impairment 92<br />

Royal Ten Cate Annual Report 2011<br />

24 Share capital 93<br />

25 Pension liabilities 93<br />

26 Share-based payments 94<br />

27 Provisions 94<br />

28 Long-term debts 94<br />

29 Trade creditors 95<br />

30 Determination of fair <strong>value</strong> 95<br />

Notes to <strong>the</strong> statement of comprehensive income<br />

31 Operating segments 96<br />

32 Acquisitions and sale of participating interests 98<br />

33 Personnel costs 99<br />

34 O<strong>the</strong>r operating costs 99<br />

35 Net fi nancial expenses 100<br />

36 Profi t tax 101


Notes to <strong>the</strong> consolidated balance sheet<br />

37 Intangible assets 102<br />

38 Tangible fi xed assets 104<br />

39 Investments in associated companies and<br />

fi nancial fi xed assets 105<br />

40 Deferred profi t tax assets and liabilities 107<br />

41 Inventories 108<br />

42 Trade debtors 109<br />

43 O<strong>the</strong>r receivables 109<br />

44 Cash and cash equivalents 109<br />

45 Total shareholders’ equity 109<br />

46 Earnings per share 111<br />

47 Long-term debts 112<br />

48 Pension liabilities 113<br />

49 Provisions 115<br />

O<strong>the</strong>r information<br />

50 Financial instruments 116<br />

51 Liabilities not shown in <strong>the</strong> balance sheet 122<br />

52 Investment liabilities 122<br />

53 Contingent liabilities 122<br />

54 Post balance sheet events 122<br />

55 Related parties 123<br />

56 Estimates and judgments made by<br />

<strong>the</strong> management 124<br />

Company financial statements<br />

57 Company profi t and loss account 125<br />

58 Company balance sheet (before appropriation<br />

of <strong>the</strong> result) 125<br />

Notes to <strong>the</strong> company financial statements<br />

59 Financial fi xed assets 126<br />

60 Equity 126<br />

61 Called and paid-up capital 126<br />

62 Ordinary shares 127<br />

63 Share premium reserve 127<br />

64 Legal reserves 127<br />

65 O<strong>the</strong>r reserves 127<br />

66 Option plan 128<br />

67 Provisions 131<br />

68 Long-term liabilities 131<br />

69 Short-term liabilities 131<br />

70 Auditor’s fees 132<br />

71 Liabilities not shown in <strong>the</strong> balance sheet 132<br />

O<strong>the</strong>r information 133<br />

Ten-year summary 135<br />

Royal Ten Cate Annual Report 2011 77


Consolidated profit and loss account<br />

For <strong>the</strong> financial year ending on 31 December, in millions of euros note 2011 2010<br />

Revenues 31 1,138.8 984.5<br />

Changes in inventories of finished products and work in progress – 17.1 – 17.8<br />

Raw materials and manufacturing supplies 586.3 501.1<br />

Work contracted out and o<strong>the</strong>r external expenses 99.5 73.9<br />

Personnel costs 33 205.2 188.0<br />

Depreciation 38 35.0 34.5<br />

Amortisation 37 12.9 10.4<br />

O<strong>the</strong>r operating costs 34 127.4 119.8<br />

Total operating expenses 1,049.2 909.9<br />

OPERATING RESULT 89.6 74.6<br />

Financial income 35 0.2 0.6<br />

Financial expenses 35 – 11.5 – 10.6<br />

NET FINANCIAL EXPENSES – 11.3 – 10.0<br />

RESULT BEFORE PROFIT TAX 78.3 64.6<br />

Profit tax 36 – 18.7 – 17.9<br />

NET RESULT 59.6 46.7<br />

Net result from associated companies – 1.3 – 1.3<br />

RESULT AFTER PROFIT TAX 58.3 45.4<br />

Result attributable to:<br />

Shareholders of <strong>the</strong> company 58.7 46.0<br />

Non-controlling interest – 0.4 – 0.6<br />

Result after profit tax 58.3 45.4<br />

Weighted average number of shares (x 1,000) 46 25,452 25,026<br />

Weighted average number of shares after dilution (x 1,000) 46 25,736 25,216<br />

Earnings per share (in euros) 46 2.31 1.84<br />

Diluted earnings per share (in euros) 46 2.28 1.82<br />

The notes in sections 1 to 71 form an integral part of <strong>the</strong>se financial statements.<br />

78<br />

Royal Ten Cate Annual Report 2011


Consolidated statement of comprehensive income<br />

For <strong>the</strong> financial year ending on 31 December, in millions of euros Note 2011 2010<br />

RESULT AFTER PROFIT TAX 58.3 45.4<br />

O<strong>the</strong>r comprehensive income (after profit tax)<br />

Foreign currency translation differences for foreign activities 45 3.8 19.0<br />

Effective part of changes in <strong>the</strong> hedging of reserves (hedge accounting) 45 – 0.9 – 3.4<br />

Actuarial gains and losses on pensions * – 14.1 – 3.8<br />

OTHER COMPREHENSIVE INCOME AFTER PROFIT TAX – 11.2 11.8<br />

TOTAL COMPREHENSIVE INCOME AFTER PROFIT TAX 47.1 57.2<br />

Attributable to:<br />

Shareholders of <strong>the</strong> company 47.4 57.4<br />

Non-controlling interest – 0.3 – 0.2<br />

TOTAL RESULT PROFIT TAX 47.1 57.2<br />

*<br />

Adjusted for change of accounting policy for pensions; see note 2.<br />

The notes in sections 1 to 71 form an integral part of <strong>the</strong>se financial statements.<br />

Royal Ten Cate Annual Report 2011 79


Consolidated balance sheet<br />

in millions of euros note 31 December 2011 31 December 2010<br />

NON-CURRENT ASSETS<br />

Goodwill 37 212.0 192.6<br />

O<strong>the</strong>r intangible assets 37 61.0 50.2<br />

Tangible fixed assets 38 221.9 214.2<br />

Investments in associated companies 39 4.6 5.2<br />

Financial fixed assets 39 11.1 10.1<br />

Deferred profit tax assets * 40 21.1 18.9<br />

Total non-current assets 531.7 491.2<br />

CURRENT ASSETS<br />

Inventories 41 267.9 216.9<br />

Receivables<br />

Trade debtors 42 152.4 151.0<br />

Profit tax receivables 6.5 0.7<br />

O<strong>the</strong>r receivables 43 22.2 18.1<br />

Cash and cash equivalents 44 22.7 11.6<br />

Total current assets 471.7 398.3<br />

*<br />

TOTAL ASSETS 1,003.4 889.5<br />

80<br />

Adjusted for change of accounting policy for pensions; see note 2.<br />

Royal Ten Cate Annual Report 2011


in millions of euros note 31 December 2011 31 December 2010<br />

GROUP EQUITY 45<br />

Share capital 64.8 63.8<br />

Share premium reserve 44.8 45.8<br />

Translation reserve 7.0 3.3<br />

Hedging reserve – 4.5 – 3.6<br />

Reserve for own shares – 15.6 – 10.4<br />

O<strong>the</strong>r reserves and undistributed result * 369.3 339.6<br />

Total shareholders’ equity 465.8 438.5<br />

Non-controlling interest 3.7 3.8<br />

Group equity 469.5 442.3<br />

NON-CURRENT LIABILITIES<br />

Long-term debts 47 275.1 195.2<br />

Pension liabilities * 48 22.6 10.5<br />

Provisions 49 15.0 10.2<br />

Deferred profit tax liabilities 40 8.0 4.2<br />

Total non-current liabilities 320.7 220.1<br />

CURRENT LIABILITIES<br />

Cash loans, overdraft 44 35.4 55.7<br />

Repayment of long-term debt 47 0.9 1.4<br />

Trade creditors and o<strong>the</strong>r payables 169.1 159.3<br />

Provisions 49 5.0 7.1<br />

Profit tax liabilities 2.8 3.6<br />

Total current liabilities 213.2 227.1<br />

Total liabilities 533.9 447.2<br />

*<br />

TOTAL GROUP EQUITY AND LIABILITIES 1,003.4 889.5<br />

Adjusted for change of accounting policy for pensions; see note 2.<br />

The notes in sections 1 to 71 form an integral part of <strong>the</strong>se financial statements.<br />

Royal Ten Cate Annual Report 2011 81


Consolidated cash flow statement<br />

For <strong>the</strong> financial year ending on 31 December, in millions of euros note 2011 2010<br />

CASH FLOW FROM OPERATING ACTIVITIES<br />

Result after profit tax 58.3 45.4<br />

Adjustments for:<br />

Depreciation 38 35.0 34.5<br />

Amortisation 37 12.9 10.4<br />

Net financing expenses before exchange rate differences 35 11.1 10.4<br />

Profit tax 36 18.7 17.9<br />

Net result from associated companies 1.3 1.3<br />

Result from sale of tangible fixed assets 34 – 0.9 – 0.1<br />

Costs of option scheme 1.9 1.4<br />

O<strong>the</strong>r – 2.1 –<br />

Change in provisions and pension liabilities – 7.8 – 6.6<br />

CASH FLOW FROM OPERATING ACTIVITIES<br />

BEFORE CHANGE IN WORKING CAPITAL 128.4 114.6<br />

CHANGES IN WORKING CAPITAL:<br />

Inventories – 37.9 – 43.3<br />

Receivables 9.9 – 36.0<br />

Short-term liabilities – 18.4 19.8<br />

– 46.4 – 59.5<br />

CASH FLOW FROM OPERATING ACTIVITIES 82.0 55.1<br />

Interest paid – 11.2 – 8.3<br />

Profit tax paid – 21.5 – 17.7<br />

NET CASH FLOW FROM OPERATING ACTIVITIES 49.3 29.1<br />

82<br />

Royal Ten Cate Annual Report 2011


in millions of euros note 2011 2010<br />

CASH FLOW FROM INVESTING ACTIVITIES<br />

Proceeds from sale of tangible fixed assets 34 3.4 0.9<br />

Interest received – 0.1<br />

Acquisition of subsidiaries less cash acquired 32 – 29.3 – 24.0<br />

Investments in intangible assets 37 – 4.4 – 5.1<br />

Investments in tangible fixed assets 38 – 21.3 – 16.2<br />

Investments in associated companies 39 – 5.5 – 0.2<br />

Investments in o<strong>the</strong>r participating interests 39 – – 0.5<br />

Increase in long-term receivables – 0.7 – 2.1<br />

NET CASH FLOW FROM INVESTING ACTIVITIES – 57.8 – 47.1<br />

NET CASH FLOW FROM OPERATING AND INVESTING ACTIVITIES – 8.5 – 18.0<br />

CASH FLOW FROM FINANCING ACTIVITIES<br />

Proceeds from exercise of share options 2.4 1.3<br />

Paid for repurchase of own shares – 7.6 –<br />

Repayment of long-term debts – 15.0 – 221.6<br />

Drawing of long-term debts 69.5 203.8<br />

Dividend payment to shareholders – 6.3 – 5.9<br />

NET CASH FLOW FROM FINANCING ACTIVITIES 43.0 – 22.4<br />

CHANGE IN CASH AND CASH EQUIVALENTS 34.5 – 40.4<br />

Cash and cash equivalents on 1 January 44 – 44.1 – 1.9<br />

Exchange rate and translation differences in cash and cash equivalents – 3.1 – 1.8<br />

CASH AND CASH EQUIVALENTS ON 31 DECEMBER 44 – 12.7 – 44.1<br />

The notes in sections 1 to 71 form an integral part of <strong>the</strong>se financial statements.<br />

Royal Ten Cate Annual Report 2011 83


Consolidated statement of changes in group equity<br />

In millions of euros<br />

84<br />

Royal Ten Cate Annual Report 2011<br />

Share<br />

capital<br />

Share<br />

premium<br />

Translation<br />

reserve<br />

Hedging<br />

reserve<br />

Reserve<br />

for own<br />

shares<br />

O<strong>the</strong>r<br />

reserves and<br />

undistributed<br />

result Total<br />

Noncontrolling<br />

interests<br />

BALANCE AS AT 1 JANUARY 2010 62.7 46.9 – 15.3 – 0.2 – 11.7 298.4 380.8 4.1 384.9<br />

Effect of change of system 10.4 10.4 10.4<br />

Adjusted balance as at 1 January 2010 62.7 46.9 – 15.3 – 0.2 – 11.7 308.8 391.2 4.1 395.3<br />

TOTAL COMPREHENSIVE INCOME<br />

Result after profit tax 46.0 46.0 – 0.6 45.4<br />

Actuarial gains and losses on defined benefit pension schemes – 3.8 – 3.8 – 3.8<br />

Currency translation differences 18.6 18.6 0.4 19.0<br />

Hedging result after profit tax – 3.4 – 3.4 – 3.4<br />

Total – – 18.6 – 3.4 – 42.2 57.4 – 0.2 57.2<br />

TRANSACTIONS WITH SHAREHOLDERS<br />

Dividend to shareholders 1.1 – 1.1 – 5.9 – 5.9 – 5.9<br />

Share-based payment transactions 1.4 1.4 1.4<br />

Issue of repurchased shares<br />

Acquisition of non-controlling interest not<br />

1.3 1.3 1.3<br />

leading to a change in control – 6.9 – 6.9 – 0.1 – 7.0<br />

Total<br />

BALANCE AS AT 31 DECEMBER 2010 /<br />

1.1 – 1.1 – – 1.3 – 11.4 – 10.1 – 0.1 – 10.2<br />

1 JANUARY 2011 63.8 45.8 3.3 – 3.6 – 10.4 339.6 438.5 3.8 442.3<br />

TOTAL COMPREHENSIVE INCOME<br />

Result after profit tax 58.7 58.7 – 0.4 58.3<br />

Actuarial gains and losses on defined benefit pension schemes – 14.1 – 14.1 – 14.1<br />

Currency translation differences 3.7 3.7 0.1 3.8<br />

Hedging result after profit tax – 0.9 – 0.9 – 0.9<br />

Total – – 3.7 – 0.9 – 44.6 47.4 – 0.3 47.1<br />

TRANSACTIONS WITH SHAREHOLDERS<br />

Dividend to shareholders 1.0 – 1.0 – 6.3 – 6.3 – 6.3<br />

Share-based payment transactions 1.9 1.9 1.9<br />

Repurchase of own shares – 7.6 – 7.6 – 7.6<br />

Issue of repurchased shares 2.4 2.4 2.4<br />

Acquisition of non-controlling interest<br />

Acquisition of non-controlling interest not<br />

– – 1.0 – 1.0<br />

leading to a change in control – 10.5 – 10.5 1.2 – 9.3<br />

Total 1.0 – 1.0 – – – 5.2 – 14.9 – 20.1 0.2 – 19.9<br />

BALANCE AS AT 31 DECEMBER 2011 64.8 44.8 7.0 – 4.5 – 15.6 369.3 465.8 3.7 469.5<br />

The notes in sections 1 to 71 form an integral part of <strong>the</strong>se financial statements.<br />

Group<br />

equity


Notes to <strong>the</strong> consolidated financial statements<br />

ACCOUNTING STANDARDS<br />

1 GENERAL INFORMATION ON ROYAL TEN CATE<br />

Koninklijke Ten Cate nv (Royal Ten Cate) (<strong>the</strong> Company) is established in<br />

Almelo, <strong>the</strong> Ne<strong>the</strong>rlands.<br />

The consolidated financial statements of <strong>the</strong> Company comprise <strong>the</strong><br />

financial statements of <strong>the</strong> Company and its subsidiaries (referred to<br />

collectively as <strong>the</strong> ‘Group’) and <strong>the</strong> Group’s interests in o<strong>the</strong>r (nonconsolidated)<br />

participating interests, associated companies and<br />

proportionally consolidated joint ventures. The financial statements have<br />

been prepared by <strong>the</strong> Executive Board. The 2011 annual report and<br />

accounts were discussed at <strong>the</strong> meeting of <strong>the</strong> Supervisory Board on 28<br />

February 2012. They were released for publication on 29 February 2012.<br />

They will be presented to <strong>the</strong> general meeting of shareholders for<br />

adoption on 19 April 2012. The parent company financial statements<br />

form part of Royal Ten Cate’s 2011 financial statements. Royal Ten Cate<br />

has made use of <strong>the</strong> exemption pursuant to article 2:402 of Book 2 of <strong>the</strong><br />

Ne<strong>the</strong>rlands Civil Code with regard to <strong>the</strong> parent company financial<br />

statements. The original financial statements were prepared in <strong>the</strong><br />

Dutch language. This document is a version translated into English. In<br />

<strong>the</strong> event of any differences between <strong>the</strong> English and <strong>the</strong> Dutch text, <strong>the</strong><br />

latter shall prevail.<br />

2 GENERAL PRINCIPLES FOR FINANCIAL REPORTING<br />

The consolidated financial statements have been prepared in accordance<br />

with International Financial Reporting Standards, as adopted within <strong>the</strong><br />

EU (hereinafter EU-IFRS) and with Part 9 of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands<br />

Civil Code.<br />

Change of accounting policy for pensions<br />

With effect from 2011, actuarial gains and losses arising in <strong>the</strong><br />

calculation of <strong>the</strong> Group’s pension commitment are credited or charged<br />

directly to Group equity (OCI method). Previously, <strong>the</strong>se gains and losses<br />

were not recognised if <strong>the</strong>y amounted to less than 10% of <strong>the</strong> higher of<br />

<strong>the</strong> present <strong>value</strong> of <strong>the</strong> gross commitment in respect of defined benefit<br />

pension rights and <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> fund investments (Corridor<br />

method). This change has been made to better reflect changes in <strong>the</strong><br />

pension provisions in <strong>the</strong> financial statements and anticipates <strong>the</strong><br />

change in future IFRS standards. The change has been adopted<br />

retrospectively from 1 January 2010.<br />

The accounting policy change of system has no material effect on <strong>the</strong><br />

result in 2010 and 2011 and no effect on earnings per share. The effect<br />

of <strong>the</strong> change of system on <strong>the</strong> balance sheet at <strong>the</strong> end of 2010 and<br />

2011 is shown in <strong>the</strong> table at <strong>the</strong> foot of <strong>the</strong> page.<br />

3 PRINCIPLES FOR THE PREPARATION OF THE FINANCIAL<br />

STATEMENTS<br />

The financial statements are presented in millions of euros (<strong>the</strong> euro<br />

being <strong>the</strong> Company’s functional currency) unless stated o<strong>the</strong>rwise. The<br />

financial statements have been prepared on <strong>the</strong> basis of historical cost,<br />

except for <strong>the</strong> following material balance sheet items, which are carried<br />

at fair <strong>value</strong>: derivatives and financial instruments held for trading<br />

purposes. In preparing <strong>the</strong> financial statements, <strong>the</strong> Executive Board has<br />

used estimates and assumptions which affect <strong>the</strong> application of<br />

accounting standards and reported amounts stated in <strong>the</strong> consolidated<br />

financial statements (see note 56). The actual results may differ from<br />

such estimates. The estimates and underlying assumptions are<br />

continuously assessed. Revised estimates are stated in <strong>the</strong> period in<br />

which <strong>the</strong> estimates are revised and in future periods in which <strong>the</strong><br />

revision has consequences.<br />

The accounting principles set out below have been applied consistently<br />

by <strong>the</strong> Group’s subsidiaries and joint ventures for <strong>the</strong> periods presented<br />

in <strong>the</strong>se consolidated financial statements. Certain comparative<br />

information has been adjusted for <strong>the</strong> sake of comparability.<br />

Before<br />

change<br />

of system<br />

1 January 2010 31 December 2010 31 December 2011<br />

After<br />

change<br />

of system<br />

Before<br />

change<br />

of system<br />

Before<br />

change<br />

of system<br />

After<br />

change<br />

of system<br />

Before<br />

change<br />

of system<br />

Group equity 384.9 395.3 435.7 442.3 477.0 469.5<br />

Pension liabilities 21.0 8.4 18.5 10.5 13.4 22.6<br />

Deferred profit tax receivables 19.8 17.6 20.3 18.9 19.4 21.1<br />

Royal Ten Cate Annual Report 2011 85


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

4 CONSOLIDATION PRINCIPLES<br />

4.1 Business combinations<br />

Business combinations are accounted for by <strong>the</strong> acquisition method as at<br />

<strong>the</strong> acquisition date, i.e. <strong>the</strong> date on which control passes to <strong>the</strong> Group.<br />

Control means <strong>the</strong> Group is able to determine an entity’s financial and<br />

operational policy in order to obtain benefits from <strong>the</strong> entity’s activities.<br />

In assessing control, <strong>the</strong> Group takes account of potential voting rights<br />

which can be exercised at that time.<br />

The Group determines <strong>the</strong> goodwill on <strong>the</strong> basis of <strong>the</strong> fair <strong>value</strong> of <strong>the</strong><br />

consideration paid, <strong>the</strong> carrying amount of any non-controlling interest in<br />

<strong>the</strong> acquired undertaking and, if applicable, <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> prior<br />

interest in <strong>the</strong> acquiree. The net amount of <strong>the</strong> identified assets acquired<br />

and <strong>the</strong> accepted liabilities is <strong>the</strong>n deducted. If <strong>the</strong> difference is<br />

negative, a book profit from an advantageous purchase is stated directly<br />

in <strong>the</strong> profit and loss account. Any non-controlling interests are carried<br />

at <strong>the</strong>ir proportionate share of <strong>the</strong> carrying amount of identifiable assets<br />

of <strong>the</strong> acquired undertaking on <strong>the</strong> acquisition date. The paid<br />

consideration includes no amount for <strong>the</strong> settlement of existing<br />

relationships. Any such amount is stated in <strong>the</strong> profit and loss account.<br />

Transaction costs o<strong>the</strong>r than those related to <strong>the</strong> issue of loans or equity<br />

instruments allocated to <strong>the</strong> Group as a result of acquisitions are<br />

charged to <strong>the</strong> result when <strong>the</strong>y arise.<br />

4.2 Acquisition of non-controlling interests<br />

Acquired non-controlling interests are stated as transactions with<br />

shareholders (directly as a charge to equity) and no goodwill is <strong>the</strong>refore<br />

included.<br />

4.3 Subsidiaries<br />

Subsidiaries are undertakings in which <strong>the</strong> Company directly and/or<br />

indirectly has a controlling interest.<br />

The financial statements of subsidiaries are included in <strong>the</strong> consolidated<br />

financial statements from <strong>the</strong> first date on which control is exercised to<br />

<strong>the</strong> date on which such control ends. Non-controlling interests in <strong>the</strong><br />

Group’s result and equity are stated separately. Losses in connection<br />

with non-controlling interests are allocated to <strong>the</strong> non-controlling<br />

interests, even if a deficit arises for <strong>the</strong> non-controlling interests in<br />

question.<br />

86<br />

Royal Ten Cate Annual Report 2011<br />

4.4 Associated companies, joint ventures and o<strong>the</strong>r participating<br />

interests<br />

Associated companies are entities in which <strong>the</strong> Group has significant<br />

influence on <strong>the</strong> financial and operational policy, but in which it has no<br />

controlling interest. Significant influence is assumed to exist if <strong>the</strong> Group<br />

holds between 20% and 50% of <strong>the</strong> voting rights in ano<strong>the</strong>r entity.<br />

Associated companies are accounted for using <strong>the</strong> equity method and<br />

are stated at cost including transaction costs on first-time inclusion. If<br />

<strong>the</strong> Group’s share in losses exceeds <strong>the</strong> carrying <strong>value</strong> of <strong>the</strong> associated<br />

company, <strong>the</strong> carrying <strong>value</strong> is stated at zero and fur<strong>the</strong>r losses are no<br />

longer stated, unless <strong>the</strong> Group has entered into a liability or has made<br />

payments on behalf of <strong>the</strong> associated company.<br />

Joint ventures are companies over which <strong>the</strong> Group has joint control and<br />

in which such control has been set forth in an agreement and in which<br />

strategic decisions on <strong>the</strong> financial and operational policy are taken on<br />

<strong>the</strong> basis of unanimity. Joint ventures are proportionally consolidated.<br />

O<strong>the</strong>r participating interests over which no significant influence is<br />

exercised are carried at fair <strong>value</strong> and <strong>the</strong> dividend is stated in <strong>the</strong> profit<br />

and loss account when it is made payable. If no fair <strong>value</strong> is available<br />

and o<strong>the</strong>r methods do not result in a reasonable estimate, <strong>the</strong> investment<br />

is carried at cost less impairment.<br />

4.5 Elimination of transactions on consolidation<br />

Intragroup balances and transactions between <strong>the</strong> subsidiaries in <strong>the</strong><br />

Group and unrealised gains and losses on such transactions are<br />

eliminated in <strong>the</strong> preparation of <strong>the</strong> consolidated financial statements.<br />

Unrealised gains on Group transactions with proportionally consolidated<br />

joint ventures and investments stated in accordance with <strong>the</strong> equity<br />

method are eliminated in proportion to <strong>the</strong> Group’s interest in <strong>the</strong><br />

investment. Unrealised losses are eliminated in <strong>the</strong> same way as<br />

unrealised gains, but only to <strong>the</strong> extent that <strong>the</strong>re is no indication of<br />

impairment.


5 FOREIGN CURRENCIES<br />

5.1 Transactions in foreign currencies<br />

Receivables and liabilities denominated in foreign currencies are<br />

converted into euros at <strong>the</strong> rate prevailing on <strong>the</strong> reporting date.<br />

Transactions in foreign currencies are converted into euros at <strong>the</strong><br />

exchange rate applying on <strong>the</strong> transaction date. Currency translation<br />

differences are stated in <strong>the</strong> profit and loss account.<br />

Non-monetary assets and liabilities which are denominated in foreign<br />

currencies and <strong>value</strong>d on <strong>the</strong> basis of historical cost are converted at <strong>the</strong><br />

exchange rate on <strong>the</strong> transaction date.<br />

5.2 Subsidiaries and joint ventures outside <strong>the</strong> eurozone<br />

The revenues and expenses of subsidiaries outside <strong>the</strong> eurozone are<br />

converted into euros at <strong>the</strong> exchange rate on <strong>the</strong> transaction date.<br />

Assets and liabilities including goodwill and fair <strong>value</strong> adjustments in<br />

respect of acquisitions are converted at <strong>the</strong> rate on <strong>the</strong> reporting date.<br />

The resulting translation differences are carried in o<strong>the</strong>r comprehensive<br />

income in equity. The proportionate share of <strong>the</strong> currency translation<br />

difference is allocated to any non-controlling interests. If an activity<br />

outside <strong>the</strong> eurozone is fully or partly divested, <strong>the</strong> accumulated<br />

exchange rate difference is transferred from equity to <strong>the</strong> profit and loss<br />

account as part of <strong>the</strong> result of <strong>the</strong> sale. The rates of <strong>the</strong> main currencies<br />

against <strong>the</strong> euro are as follows:<br />

Closing rate Average rate<br />

2011 2010 2011 2010<br />

US dollar 1.30 1.34 1.39 1.33<br />

British pound 0.84 0.86 0.87 0.86<br />

Danish krone 7.43 7.45 7.45 7.45<br />

UAE dirham 4.77 4.93 5.11 4.88<br />

Malaysian ringgit 4.11 4.10 4.25 4.29<br />

Singapore dollar 1.68 1.71 1.75 1.81<br />

Chinese yuan 8.16 8.82 8.99 9.00<br />

Australian dollar 1.27 1.31 1.35 1.45<br />

6 DERIVATIVES<br />

The Group uses derivatives in order to hedge exchange rate and interest<br />

rate risks resulting from operating, financing and investing activities.<br />

Examples are currency options and forward contracts as well as interest<br />

rate caps and swaps. In accordance with its treasury policy, <strong>the</strong> Group<br />

does not use derivatives for trading purposes. Nor does it issue such<br />

derivatives. Derivatives are treated as trading instruments. Derivatives<br />

are <strong>value</strong>d at fair <strong>value</strong> on first-time inclusion. The resulting income or<br />

expense is stated directly in <strong>the</strong> profit and loss account unless hedge<br />

accounting is applied (see section 7).<br />

The fair <strong>value</strong> of derivatives is <strong>the</strong> estimated amount which <strong>the</strong> Group<br />

would receive or would have to pay in order to terminate <strong>the</strong> derivative<br />

on <strong>the</strong> reporting date, taking into account <strong>the</strong> current exchange rates and<br />

<strong>the</strong> current interest rate.<br />

7 HEDGE ACCOUNTING<br />

Where specific conditions are met, hedge accounting can be applied.<br />

Under <strong>the</strong>se specific conditions, <strong>the</strong>re must be a demonstrable<br />

relationship between <strong>the</strong> variability of <strong>the</strong> future cash flows or balance<br />

sheet positions (of <strong>the</strong> hedged item) and <strong>the</strong> hedging instrument, <strong>the</strong><br />

relationship must be documented and <strong>the</strong> hedge must be sufficiently<br />

effective. The Group applies cash flow hedge accounting to interest rate<br />

derivatives. In this situation, <strong>the</strong> effective portion of <strong>the</strong> changes in <strong>the</strong><br />

fair <strong>value</strong> of <strong>the</strong> derivative financial instrument is stated directly in o<strong>the</strong>r<br />

comprehensive income of <strong>the</strong> hedging reserve in equity. The ineffective<br />

portion of <strong>the</strong> changes in <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> derivative financial<br />

instrument is stated directly in <strong>the</strong> profit and loss account. If <strong>the</strong> hedged<br />

future transactions are stated in <strong>the</strong> profit and loss account, <strong>the</strong> transfer<br />

takes place from equity to <strong>the</strong> profit and loss account or is stated in <strong>the</strong><br />

cost price on <strong>the</strong> first-time inclusion of <strong>the</strong> non-financial asset or<br />

liability. If no hedge accounting is applied, profits or losses on <strong>the</strong><br />

derivative financial instrument are stated directly in <strong>the</strong> profit and loss<br />

account.<br />

Royal Ten Cate Annual Report 2011 87


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

8 SEGMENT REPORTING<br />

An operating segment is a part of <strong>the</strong> Group conducting business<br />

activities which can result in revenues and expenses, including revenues<br />

and expenses associated with transactions with o<strong>the</strong>r parts of <strong>the</strong><br />

Group. The Group determines and presents operating segments on <strong>the</strong><br />

basis of <strong>the</strong> information reported internally to <strong>the</strong> Chief Operating<br />

Decision Maker (CODM) committees, which take <strong>the</strong> important operating<br />

decisions in <strong>the</strong> segment.<br />

The operating results of an operating segment are assessed periodically<br />

by <strong>the</strong> CODM committees in order to decide on <strong>the</strong> allocation of<br />

resources to <strong>the</strong> segment and for performance assessment.<br />

The investment expenses of a segment concern <strong>the</strong> total expenses<br />

incurred during <strong>the</strong> reporting period for <strong>the</strong> acquisition of tangible fixed<br />

assets and intangible assets with <strong>the</strong> exception of goodwill.<br />

The assets and liabilities of <strong>the</strong> segment concern items which are or may<br />

reasonably be allocated directly.<br />

Unallocated assets comprise profit tax receivables and cash and cash<br />

equivalents. The unallocated liabilities comprise interest-bearing loans<br />

and profit tax liabilities.<br />

9 REVENUES<br />

Revenues comprise <strong>the</strong> revenues from goods and services supplied to<br />

third parties. These are stated at <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> consideration<br />

received or to be received, less taxes and any volume, trade or payment<br />

discounts due. Revenues from sales of goods are recognised in <strong>the</strong> profit<br />

and loss account when <strong>the</strong> main risks and benefits of ownership have<br />

been transferred to <strong>the</strong> purchaser. Revenues from services supplied are<br />

recognised in <strong>the</strong> profit and loss account in proportion to <strong>the</strong> extent of<br />

performance of <strong>the</strong> work applying on <strong>the</strong> reporting date.<br />

No revenues are recognised if <strong>the</strong> extent of <strong>the</strong> revenues cannot be<br />

reliably determined and if significant uncertainties remain with regard to<br />

<strong>the</strong> collection of <strong>the</strong> remuneration due, <strong>the</strong> associated costs or <strong>the</strong><br />

possible return of goods, and also if <strong>the</strong>re is a protracted management<br />

involvement with such goods.<br />

The Group also carries out projects to manufacture assets under<br />

contracts with third parties. The costs relating to a project are<br />

recognised when <strong>the</strong>y are incurred. As soon as <strong>the</strong> result of a project in<br />

progress can be reliably estimated, revenues from that project are<br />

recognised in proportion to its degree of completion. Expected losses on<br />

projects are stated immediately in <strong>the</strong> profit and loss account.<br />

88<br />

Royal Ten Cate Annual Report 2011<br />

10 GOVERNMENT SUBSIDIES<br />

Subsidies granted as compensation for expenses incurred by <strong>the</strong> Group<br />

are systematically stated as income in <strong>the</strong> profit and loss account in <strong>the</strong><br />

same period as that in which <strong>the</strong> subsidisable expenses are incurred and<br />

as soon as <strong>the</strong>re is a reasonable certainty that <strong>the</strong>y will be received and<br />

that <strong>the</strong> Group will fulfil <strong>the</strong> attached conditions. Subsidies granted to<br />

compensate <strong>the</strong> Group for <strong>the</strong> cost of an asset are systematically stated<br />

as cost of sales in <strong>the</strong> profit and loss account during <strong>the</strong> useful life of <strong>the</strong><br />

asset.<br />

11 RAW MATERIALS AND MANUFACTURING SUPPLIES<br />

The consumption of raw materials and manufacturing supplies is<br />

calculated on <strong>the</strong> basis of historical cost.<br />

12 LEASE PAYMENTS<br />

Lease payments in respect of operational leasing are stated in <strong>the</strong> profit<br />

and loss account on a straight-line basis over <strong>the</strong> lease term.<br />

Remuneration received as an incentive to effect leases is stated as an<br />

integral part of <strong>the</strong> total lease costs in <strong>the</strong> profit and loss account over<br />

<strong>the</strong> lease term.<br />

Financial lease payments are stated partly as financial expenses and<br />

partly as a repayment of <strong>the</strong> outstanding liability. The financing costs are<br />

allocated to each period of <strong>the</strong> total lease term in such a way that this<br />

results in a constant periodic interest rate on <strong>the</strong> residual balance of <strong>the</strong><br />

liability.<br />

13 FINANCIAL INCOME AND EXPENSES<br />

Financial income and expenses include <strong>the</strong> interest income and expenses<br />

on invested and borrowed monies, interest charges on financial lease<br />

payments, foreign exchange rate differences, results from o<strong>the</strong>r<br />

participating interests and results of derivatives for which no hedge<br />

accounting is used and <strong>the</strong> realised and ineffective portion of <strong>the</strong> change<br />

in <strong>the</strong> fair <strong>value</strong> of derivatives for which hedge accounting is used.<br />

Interest income and expenses are stated in <strong>the</strong> profit and loss account as<br />

<strong>the</strong>y accrue on <strong>the</strong> basis of <strong>the</strong> effective interest method.


Material financial expenses in <strong>the</strong> construction period which are directly<br />

attributable to <strong>the</strong> acquisition, construction or production of an eligible<br />

asset (which will require a considerable period before it is ready for use<br />

or sale) are capitalised as part of <strong>the</strong> costs of that asset. Dividend<br />

income from o<strong>the</strong>r participating interests is stated in <strong>the</strong> profit and loss<br />

account at <strong>the</strong> time at which <strong>the</strong> entity’s right to payment is established.<br />

14 PROFIT TAX<br />

The tax on profit for <strong>the</strong> financial year includes <strong>the</strong> profit tax that is<br />

payable, available for set-off and deferred in respect of <strong>the</strong> reporting<br />

period. The profit tax is stated in <strong>the</strong> profit and loss account, except<br />

where it relates to items which are included directly in equity or in o<strong>the</strong>r<br />

comprehensive income. Profit tax that is payable and available for<br />

set-off in respect of <strong>the</strong> reporting period is <strong>the</strong> profit tax which is<br />

expected to be payable on <strong>the</strong> taxable result, calculated on <strong>the</strong> basis of<br />

tax rates which have been set on <strong>the</strong> reporting date, or on which a firm<br />

decision has been taken by <strong>the</strong> reporting date, and any corrections to<br />

profit tax payable in respect of previous years. Additional taxes on profit<br />

from dividend payments are stated at <strong>the</strong> same time as <strong>the</strong> liability to<br />

pay <strong>the</strong> respective dividend.<br />

A receivable / provision is recognised for deferred tax differences using<br />

<strong>the</strong> balance sheet liability method for temporary differences between <strong>the</strong><br />

carrying <strong>value</strong> of assets and liabilities for <strong>the</strong> financial reporting and <strong>the</strong><br />

fiscal carrying <strong>value</strong> of <strong>the</strong> items concerned. No provision is formed in<br />

respect of two temporary differences: non-tax-deductible goodwill and<br />

<strong>the</strong> difference between <strong>the</strong> economic and fiscal <strong>value</strong> of subsidiaries,<br />

associated companies, joint ventures and o<strong>the</strong>r participating interests.<br />

The amount of <strong>the</strong> provision for deferred profit tax liabilities is based on<br />

<strong>the</strong> method by which <strong>the</strong> carrying <strong>value</strong> of <strong>the</strong> assets and liabilities is<br />

expected to be realised or settled, using tax rates which, on <strong>the</strong> reporting<br />

date, have been specified by law or in material terms.<br />

Deferred profit tax assets and liabilities are offset if <strong>the</strong>re is a legally<br />

enforceable right to offset <strong>the</strong> profit tax assets and liabilities and such<br />

assets and liabilities relate to profit tax imposed by <strong>the</strong> same tax<br />

authority on <strong>the</strong> same taxable entity, or on different taxable entities<br />

which intend to offset <strong>the</strong> profit tax assets and liabilities or whose profit<br />

tax assets and liabilities are realised simultaneously.<br />

A deferred profit tax asset is only recognised in respect of unused tax<br />

losses, tax income and deductible temporary differences to <strong>the</strong> extent<br />

that it is likely that future taxable profits will be available which can be<br />

applied for <strong>the</strong> realisation of <strong>the</strong> timing difference. Deferred profit tax<br />

assets are reviewed on each reporting date and reduced if it is no longer<br />

likely that <strong>the</strong> associated tax benefit will be realised.<br />

15 EARNINGS PER SHARE<br />

The Group presents ordinary and diluted earnings per share for <strong>the</strong><br />

ordinary share capital. The earnings per ordinary share are calculated on<br />

<strong>the</strong> basis of <strong>the</strong> net result attributable to shareholders of <strong>the</strong> Group<br />

divided by <strong>the</strong> weighted average number of ordinary shares in issue<br />

during <strong>the</strong> reporting period (corrected to take account of own shares). In<br />

<strong>the</strong> calculation of <strong>the</strong> diluted earnings, <strong>the</strong> weighted average number of<br />

ordinary shares in issue during <strong>the</strong> reporting period is corrected to take<br />

account of <strong>the</strong> potential dilutive effect on <strong>the</strong> ordinary shares arising<br />

from <strong>the</strong> share options granted to employees.<br />

16 NEW STANDARDS AND INTERPRETATIONS NOT YET<br />

APPLIED<br />

A number of new standards, amendments to standards and<br />

interpretations were not yet in force in 2011 and have <strong>the</strong>refore not been<br />

applied to <strong>the</strong>se consolidated financial statements:<br />

■ IAS 19 revised – Employee Benefits, which becomes compulsory in<br />

2013. With effect from 2011 actuarial gains and losses have already<br />

been credited or charged directly to group equity. Annual pension<br />

expenses are also expected to increase as a result of this standard.<br />

This standard is expected to be applied from 2013.<br />

■ IFRS 11 – Joint arrangements, which becomes compulsory in 2013<br />

and may give rise to changes in <strong>the</strong> treatment of joint ventures and<br />

similar agreements. The effect of this standard on <strong>the</strong> Group is<br />

currently being examined. The impact is expected to be limited.<br />

The o<strong>the</strong>r new or amended standards are not expected to have any<br />

material effect on <strong>the</strong> Group’s consolidated financial statements.<br />

Royal Ten Cate Annual Report 2011 89


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

17 PRINCIPLES FOR THE PREPARATION OF THE CASH FLOW<br />

STATEMENT<br />

Cash flows from operating activities are presented on <strong>the</strong> basis of <strong>the</strong><br />

indirect method. Cash flows in foreign currencies are converted at <strong>the</strong><br />

exchange rate on <strong>the</strong> date of <strong>the</strong> cash flow or on a cash basis. Changes<br />

which have not resulted in cash flows, such as exchange rate<br />

differences, acquisitions, financial lease liabilities, changes in fair <strong>value</strong>,<br />

recognised share-related transactions and similar transactions are<br />

eliminated in this statement. Dividends paid to shareholders are included<br />

in <strong>the</strong> cash flow from financing activities. Dividends received are stated<br />

in <strong>the</strong> cash flow from investing activities, and interest paid is stated in<br />

<strong>the</strong> cash flow from operating activities. Overdrafts which are<br />

immediately repayable and form part of <strong>the</strong> Group’s cash management<br />

are included in <strong>the</strong> balance of cash and bank current accounts as part of<br />

<strong>the</strong> consolidated cash flow statement.<br />

18 INTANGIBLE ASSETS<br />

18.1 Goodwill<br />

Details of <strong>the</strong> valuation of goodwill on first-time inclusion can be found<br />

in note 4.1. Goodwill is <strong>value</strong>d at cost less accumulated impairments.<br />

The carrying <strong>value</strong> of <strong>the</strong> goodwill on investments in associated<br />

companies is included in <strong>the</strong> carrying <strong>value</strong> of <strong>the</strong> respective investment.<br />

An impairment loss on an associated company is allocated to <strong>the</strong><br />

carrying <strong>value</strong> of <strong>the</strong> associated company investment. Goodwill is<br />

allocated to cash generating units and is tested each year on <strong>the</strong><br />

reporting date to assess whe<strong>the</strong>r <strong>the</strong>re is any indication of impairment.<br />

90<br />

Royal Ten Cate Annual Report 2011<br />

18.2 O<strong>the</strong>r intangible assets<br />

The o<strong>the</strong>r intangible assets consist of:<br />

Research and development<br />

Expenses for research activities carried out with a view to acquiring new<br />

scientific or technical knowledge and insights are stated as an expense<br />

in <strong>the</strong> profit and loss account when <strong>the</strong>y are incurred.<br />

Expenses for development activities, in which research results are used<br />

for a plan or design for <strong>the</strong> production of new or substantially improved<br />

products and processes, are capitalised if <strong>the</strong> development costs can be<br />

reliably determined, <strong>the</strong> product or process is technically and<br />

commercially feasible and <strong>the</strong> Group has sufficient resources to<br />

complete <strong>the</strong> development and use or sell <strong>the</strong> asset. The capitalised<br />

expenses include material costs, direct labour costs, financing costs and<br />

an appropriate portion of directly attributable overheads. O<strong>the</strong>r<br />

development costs are stated as an expense in <strong>the</strong> profit and loss<br />

account when <strong>the</strong>y are incurred. The capitalised development costs are<br />

<strong>value</strong>d at cost less accumulated amortisation and accumulated<br />

impairments (see note 23).<br />

O<strong>the</strong>r intangible assets<br />

O<strong>the</strong>r intangible assets acquired by <strong>the</strong> Group relate to customer<br />

relationships, trademark rights, patents, software and similar rights.<br />

These intangible assets are <strong>value</strong>d at cost less accumulated amortisation<br />

and accumulated impairments (see note 23). Costs of internally<br />

generated goodwill and trademarks are stated as an expense in <strong>the</strong><br />

profit and loss account when <strong>the</strong>y are incurred.<br />

18.3 Expenses after first-time inclusion<br />

Expenses after <strong>the</strong> first-time inclusion of capitalised intangible assets<br />

are capitalised only if <strong>the</strong>y lead to an increase in <strong>the</strong> future economic<br />

benefits embodied in <strong>the</strong> particular asset to which <strong>the</strong>y relate. All o<strong>the</strong>r<br />

expenses are charged to <strong>the</strong> profit and loss account when <strong>the</strong>y are<br />

incurred.


18.4 Amortisation<br />

Amortisation is calculated on <strong>the</strong> cost of <strong>the</strong> asset, less <strong>the</strong> residual<br />

<strong>value</strong>.<br />

Amortisation costs are charged on a straight-line basis to <strong>the</strong> profit and<br />

loss account in accordance with <strong>the</strong> estimated useful life of intangible<br />

assets. Goodwill is tested each year on <strong>the</strong> reporting date to assess<br />

whe<strong>the</strong>r any impairment has arisen. The amortisation of o<strong>the</strong>r intangible<br />

assets begins as soon as <strong>the</strong> assets are available for use.<br />

The estimated economic life is as follows:<br />

■ Development costs 5 years<br />

■ O<strong>the</strong>r intangible assets 3 – 14 years<br />

The amortisation method, economic life and residual <strong>value</strong> are assessed<br />

periodically and adjusted if necessary.<br />

19 TANGIBLE FIXED ASSETS<br />

19.1 Owned assets<br />

Tangible fixed assets are <strong>value</strong>d at cost less accumulated depreciation<br />

(see 19.4) and accumulated impairments (see note 23).<br />

The cost of self-manufactured assets comprises material costs, direct<br />

labour costs and any o<strong>the</strong>r costs attributable directly to <strong>the</strong> preparation<br />

of <strong>the</strong> asset for use, any costs of dismantling and removing <strong>the</strong> asset,<br />

<strong>the</strong> costs of restoring <strong>the</strong> location in which <strong>the</strong> asset is held and<br />

capitalised financing costs.<br />

Where tangible fixed assets consist of components with differing useful<br />

lives, <strong>the</strong>se are stated as separate items under tangible fixed assets.<br />

The profit or loss on <strong>the</strong> sale of a tangible fixed asset is determined by<br />

comparing <strong>the</strong> sales proceeds with <strong>the</strong> carrying <strong>value</strong> of <strong>the</strong> tangible<br />

fixed asset. The net difference is stated under o<strong>the</strong>r operating income/<br />

expenses in <strong>the</strong> profit and loss account.<br />

19.2 Leased assets<br />

Leases in which <strong>the</strong> Group actually assumes all <strong>the</strong> risks and benefits of<br />

ownership are classified as financial leases. Tangible fixed assets which<br />

are acquired by means of financial leases are <strong>value</strong>d on first-time<br />

inclusion at <strong>the</strong> lower of fair <strong>value</strong> and <strong>the</strong> present <strong>value</strong> of <strong>the</strong> minimum<br />

lease payments at <strong>the</strong> inception of <strong>the</strong> lease, less accumulated<br />

depreciation (see note 19.4) and impairments (see note 23). Lease<br />

payments are stated as described in note 12.<br />

19.3 Expenses after first-time inclusion<br />

Expenses incurred for <strong>the</strong> replacement of a component of a tangible<br />

fixed asset are capitalised provided <strong>the</strong> future economic benefits<br />

resulting from <strong>the</strong> asset accrue to <strong>the</strong> Group and <strong>the</strong> cost of such<br />

replacement expenses can be reliably determined. All o<strong>the</strong>r expenses<br />

are charged to <strong>the</strong> profit and loss account when <strong>the</strong>y are incurred.<br />

19.4 Depreciation<br />

Depreciation is calculated on <strong>the</strong> cost of an asset less <strong>the</strong> residual <strong>value</strong>.<br />

Depreciation is charged to <strong>the</strong> profit and loss account on <strong>the</strong> basis of <strong>the</strong><br />

straight-line method over <strong>the</strong> estimated economic life of each component<br />

of a tangible fixed asset. Land is not depreciated.<br />

The estimated economic life is as follows:<br />

■ buildings 33 years<br />

■ fixtures and installations in buildings 10 years<br />

■ plant and equipment 7 – 10 years<br />

■ inventory 5 years<br />

■ computers and office equipment 3 – 5 years<br />

The depreciation method, economic life and residual <strong>value</strong> are assessed<br />

periodically and adjusted if necessary.<br />

20 INVENTORIES<br />

Inventories are stated at <strong>the</strong> lower of cost or net realisable <strong>value</strong>. The<br />

cost of inventories is based on <strong>the</strong> FIFO (first in, first out) principle and<br />

includes <strong>the</strong> costs incurred for <strong>the</strong> acquisition of <strong>the</strong> inventories, <strong>the</strong>ir<br />

production or conversion and bringing <strong>the</strong>m to <strong>the</strong> existing location and<br />

condition. In <strong>the</strong> case of inventories of finished products and work in<br />

progress, <strong>the</strong> cost includes in addition to <strong>the</strong> direct costs an appropriate<br />

portion of <strong>the</strong> indirect costs based on <strong>the</strong> normal production capacity.<br />

The net realisable <strong>value</strong> is <strong>the</strong> estimated sale price in ordinary<br />

operations, less <strong>the</strong> estimated costs of completion and <strong>the</strong> sale costs.<br />

Royal Ten Cate Annual Report 2011 91


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

21 TRADE DEBTORS AND OTHER RECEIVABLES<br />

Trade debtors and o<strong>the</strong>r receivables with a term of less than one year are<br />

stated at amortised cost less impairments.<br />

Projects in progress commissioned by third parties concern <strong>the</strong> gross<br />

amount yet to be charged that is expected to be collected from customers<br />

for <strong>the</strong> contract work carried out up to <strong>the</strong> reporting date. This item is<br />

carried at cost plus <strong>the</strong> profit recognised up to that time less invoiced<br />

instalments in proportion to <strong>the</strong> progress of <strong>the</strong> project and recognised<br />

losses. The cost includes all expenditure directly related to specific<br />

projects and an allocation of <strong>the</strong> fixed and variable indirect costs<br />

incurred.<br />

Projects in progress commissioned by third parties under contracts in<br />

which <strong>the</strong> amount of costs incurred plus <strong>the</strong> recognised profit is higher<br />

than <strong>the</strong> invoiced instalments are stated in <strong>the</strong> balance sheet under<br />

o<strong>the</strong>r receivables. If <strong>the</strong> amount of invoiced instalments is higher than<br />

<strong>the</strong> costs incurred plus recognised profit, <strong>the</strong> difference is stated in <strong>the</strong><br />

balance sheet under trade creditors and o<strong>the</strong>r payables.<br />

22 CASH AND CASH EQUIVALENTS<br />

Cash and cash equivalents comprise cash balances and immediately<br />

claimable credit balances with an original term of three months or less.<br />

Overdrafts at banks which are immediately claimable and form an<br />

integral part of <strong>the</strong> Group’s cash management are included as part of <strong>the</strong><br />

cash and cash equivalents for <strong>the</strong> purposes of <strong>the</strong> cash flow statement.<br />

23 IMPAIRMENT<br />

The carrying <strong>value</strong> of <strong>the</strong> Group’s assets, except that of inventories (see<br />

note 20) and deferred profit tax assets (see note 14) is examined at each<br />

reporting date in order to determine whe<strong>the</strong>r <strong>the</strong>re are indications of<br />

impairment.<br />

If <strong>the</strong>re are such indications, an estimate is made of <strong>the</strong> realisable <strong>value</strong><br />

of <strong>the</strong> asset. In <strong>the</strong> case of goodwill and intangible assets which are not<br />

yet available for use, <strong>the</strong> realisable <strong>value</strong> is estimated at each reporting<br />

date. This also applies if <strong>the</strong>re is an indication of impairment.<br />

An impairment is recognised when <strong>the</strong> carrying <strong>value</strong> of an asset or <strong>the</strong><br />

cash generating unit <strong>the</strong>reof is higher than <strong>the</strong> estimated realisable<br />

<strong>value</strong>. It is first charged to any allocated goodwill and <strong>the</strong>n deducted<br />

proportionately from <strong>the</strong> carrying <strong>value</strong> of <strong>the</strong> o<strong>the</strong>r assets.<br />

92<br />

Royal Ten Cate Annual Report 2011<br />

For <strong>the</strong> testing of impairments, assets which cannot be tested<br />

individually are combined into <strong>the</strong> smallest distinguishable group of<br />

assets which, as a result of continuous use, generates cash flow that is<br />

broadly independent of <strong>the</strong> incoming cash flows from o<strong>the</strong>r assets or<br />

groups of assets (<strong>the</strong> cash generating unit). Taking into account <strong>the</strong><br />

maximum size of an operating segment before aggregation (<strong>the</strong><br />

‘operating segment ceiling test’), cash generating units to which<br />

goodwill has been allocated for <strong>the</strong> testing of goodwill with regard to<br />

impairment are combined in such a way that <strong>the</strong> level at which such<br />

impairment is tested reflects <strong>the</strong> lowest level at which goodwill is<br />

monitored in internal reporting. Goodwill acquired in a business<br />

combination is allocated to groups of cash generating units which are<br />

expected to benefit from <strong>the</strong> synergy advantages of <strong>the</strong> combination.<br />

23.1 Calculation of <strong>the</strong> realisable <strong>value</strong><br />

The realisable <strong>value</strong> is <strong>the</strong> higher of <strong>the</strong> recoverable amount, less costs<br />

to sell, and <strong>the</strong> <strong>value</strong> in use. In determining <strong>the</strong> <strong>value</strong> in use, <strong>the</strong> present<br />

<strong>value</strong> of <strong>the</strong> estimated future cash flows is calculated using a discount<br />

rate before tax which reflects both <strong>the</strong> current market valuations of <strong>the</strong><br />

time <strong>value</strong> of money and <strong>the</strong> specific risks relating to <strong>the</strong> asset or cash<br />

generating unit. In <strong>the</strong> case of an asset which generates no cash receipts<br />

that are largely independent of o<strong>the</strong>r assets, <strong>the</strong> realisable <strong>value</strong> is<br />

determined for <strong>the</strong> cash generating unit to which <strong>the</strong> asset belongs.


23.2 Reversal of impairments<br />

An impairment relating to goodwill cannot be reversed. In <strong>the</strong> case of<br />

o<strong>the</strong>r assets, an assessment is made on <strong>the</strong> reporting date as to whe<strong>the</strong>r<br />

an impairment must be reversed if <strong>the</strong>re is a change in <strong>the</strong> estimates on<br />

which <strong>the</strong> realisable <strong>value</strong> was based.<br />

An impairment is only reversed to <strong>the</strong> extent that <strong>the</strong> carrying <strong>value</strong> of<br />

<strong>the</strong> asset is not higher than <strong>the</strong> carrying <strong>value</strong> which would have been<br />

determined after <strong>the</strong> deduction of depreciation, if no impairment had<br />

been recognised.<br />

Goodwill which is part of <strong>the</strong> carrying <strong>value</strong> of an investment in an<br />

associated company is not recognised separately and <strong>the</strong>refore not<br />

tested separately for impairment. Instead, <strong>the</strong> total amount of <strong>the</strong><br />

investment in an associated company is tested for impairment as a<br />

single asset if <strong>the</strong>re are objective indications that <strong>the</strong> investment in an<br />

associated company may be subject to impairment.<br />

24 SHARE CAPITAL<br />

24.1 Share capital<br />

The share capital is classified as equity.<br />

24.2 Repurchase of own shares<br />

On <strong>the</strong> repurchase of share capital which is stated in <strong>the</strong> balance sheet<br />

as equity, <strong>the</strong> amount of <strong>the</strong> paid consideration, including directly<br />

attributable costs, is stated as a change in equity. Repurchased shares<br />

are classified in <strong>the</strong> reserve for own shares and presented as a deduction<br />

from total equity.<br />

24.3 Dividend<br />

Dividend is stated as a liability in <strong>the</strong> period in which it is declared.<br />

25 PENSION LIABILITIES<br />

25.1 Defined contribution schemes<br />

Liabilities relating to contributions to defined contribution pension<br />

schemes are charged to <strong>the</strong> profit and loss account in <strong>the</strong> period to<br />

which <strong>the</strong>y relate.<br />

25.2 Defined benefit schemes<br />

The Group’s net liability in respect of defined benefit pension schemes is<br />

calculated separately for each scheme by estimating <strong>the</strong> amount of <strong>the</strong><br />

future entitlement which employees have earned in <strong>the</strong> present and<br />

previous reporting periods in exchange for <strong>the</strong>ir services. This<br />

entitlement is discounted in order to determine <strong>the</strong> present <strong>value</strong>, with<br />

<strong>the</strong> fair <strong>value</strong> of <strong>the</strong> fund investments being deducted. The discount rate<br />

is <strong>the</strong> yield on <strong>the</strong> reporting date of bonds which have an AA credit rating<br />

and a period to maturity which approximates <strong>the</strong> term of <strong>the</strong> Group’s<br />

liabilities and are denominated in <strong>the</strong> currency in which <strong>the</strong> entitlements<br />

arise. The calculation is performed by an authorised actuary on <strong>the</strong> basis<br />

of <strong>the</strong> projected unit credit method. If <strong>the</strong> entitlements under a pension<br />

scheme are increased, <strong>the</strong> proportion of <strong>the</strong> higher entitlement which<br />

relates to employees’ past service is stated as an expense in <strong>the</strong> profit<br />

and loss account on a straight-line basis over <strong>the</strong> average period up to<br />

<strong>the</strong> vesting of <strong>the</strong> rights. If <strong>the</strong> rights are vested immediately, <strong>the</strong><br />

expense is stated immediately in <strong>the</strong> profit and loss account.<br />

Actuarial gains and losses in respect of a pension scheme are credited or<br />

charged directly to group equity. If <strong>the</strong> calculation results in a receivable<br />

for <strong>the</strong> Group, <strong>the</strong> recognised asset item is limited to an amount not<br />

exceeding any unrecognised back-service costs and <strong>the</strong> present <strong>value</strong> of<br />

economic benefits in <strong>the</strong> form of any future repayments by <strong>the</strong> fund or, if<br />

lower, future pension contributions.<br />

Royal Ten Cate Annual Report 2011 93


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS<br />

26 SHARE-BASED PAYMENTS<br />

The option scheme enables <strong>the</strong> Group’s management to acquire shares in<br />

Royal Ten Cate. The fair <strong>value</strong> of <strong>the</strong> granted options is stated under<br />

personnel costs, with a corresponding entry in equity. The fair <strong>value</strong> is<br />

determined on <strong>the</strong> grant date and is allocated over <strong>the</strong> period up to <strong>the</strong><br />

time at which <strong>the</strong> management acquires an unconditional right to <strong>the</strong><br />

options. The amount stated as costs is adjusted annually to <strong>the</strong> number<br />

of options which will be exercised. The fair <strong>value</strong> of <strong>the</strong> granted options<br />

is determined on <strong>the</strong> basis of <strong>the</strong> binomial model, taking account of <strong>the</strong><br />

conditions under which <strong>the</strong> options have been granted. Valuation factors<br />

include <strong>the</strong> share price on <strong>the</strong> valuation date, <strong>the</strong> exercise price of <strong>the</strong><br />

instrument, <strong>the</strong> expected volatility, <strong>the</strong> weighted average expected term<br />

of <strong>the</strong> instruments (based on past experience and <strong>the</strong> conduct of <strong>the</strong><br />

instrument holders), <strong>the</strong> expected dividends and <strong>the</strong> risk-free interest<br />

rate (based on government bonds).<br />

27 PROVISIONS<br />

A provision is recognised in <strong>the</strong> balance sheet if <strong>the</strong>re is a legally<br />

enforceable or actual obligation as a result of a past event and it is likely<br />

that an outflow of resources will be required to settle such liability and<br />

such outflow can be reliably estimated. If <strong>the</strong> effect of this is material,<br />

<strong>the</strong> provisions are determined by discounting <strong>the</strong> expected future cash<br />

flows using a discount rate before profit tax which reflects <strong>the</strong> current<br />

market valuations of <strong>the</strong> time <strong>value</strong> of money and, if necessary, <strong>the</strong><br />

specific risks of <strong>the</strong> liability. Interest accrual is stated as a financial<br />

expense.<br />

27.1 Claims and guarantees<br />

The provision for claims relates to damages claims and any litigation<br />

costs. The provision for guarantees relates to goods and services<br />

supplied and is based on historical guarantee data.<br />

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Royal Ten Cate Annual Report 2011<br />

27.2 Reorganisation<br />

Reorganisation provisions are included if <strong>the</strong> Group has formalised a<br />

detailed plan for <strong>the</strong> reorganisation and has begun or publicly announced<br />

<strong>the</strong> reorganisation. The reorganisation provision does not include costs<br />

incurred in relation to future activities.<br />

27.3 O<strong>the</strong>r personnel liabilities<br />

Long-service leave and o<strong>the</strong>r allowances such as anniversaries form part<br />

of <strong>the</strong> provisions under o<strong>the</strong>r personnel liabilities. These provisions are<br />

accumulated over <strong>the</strong> respective period as in <strong>the</strong> case of defined benefit<br />

pension schemes, except that actuarial gains or losses are recognised in<br />

<strong>the</strong> profit and loss account in <strong>the</strong> period in which <strong>the</strong>y arise.<br />

27.4 Environment<br />

In accordance with <strong>the</strong> Group’s published environmental policy and <strong>the</strong><br />

applicable legal obligations, a provision for <strong>the</strong> clearance of<br />

environmental pollution is recognised when <strong>the</strong> pollution occurs.<br />

27.5 Onerous contracts<br />

A provision is recognised in <strong>the</strong> balance sheet for onerous contracts if<br />

<strong>the</strong> benefits which <strong>the</strong> Group expects to obtain from a contract are lower<br />

than <strong>the</strong> unavoidable costs of fulfilling <strong>the</strong> liabilities under <strong>the</strong> contract.<br />

The provision is <strong>value</strong>d at <strong>the</strong> lower of <strong>the</strong> present <strong>value</strong> of <strong>the</strong> expected<br />

costs of terminating <strong>the</strong> contract and <strong>the</strong> present <strong>value</strong> of <strong>the</strong> expected<br />

net costs of continuing <strong>the</strong> contract.<br />

28 LONG-TERM DEBTS<br />

When included for <strong>the</strong> first time, interest-bearing loans received are<br />

stated at fair <strong>value</strong> less directly attributable transaction costs. After<br />

first-time inclusion, interest-bearing loans are carried at amortised cost,<br />

with <strong>the</strong> difference between <strong>the</strong> cost and <strong>the</strong> redemption price being<br />

stated in <strong>the</strong> profit and loss account on <strong>the</strong> basis of <strong>the</strong> effective interest<br />

method over <strong>the</strong> term of <strong>the</strong> loans.


29 TRADE CREDITORS<br />

Trade creditors and o<strong>the</strong>r payables are carried at amortised cost.<br />

30 DETERMINATION OF FAIR VALUE<br />

A number of principles and <strong>the</strong> Group’s information provision require <strong>the</strong><br />

determination of <strong>the</strong> fair <strong>value</strong> of both financial and non-financial assets<br />

and liabilities. For <strong>the</strong> purposes of valuation and information provision,<br />

<strong>the</strong> fair <strong>value</strong> is determined on <strong>the</strong> basis of <strong>the</strong> following methods. If<br />

applicable, fur<strong>the</strong>r information on <strong>the</strong> principles for determining <strong>the</strong> fair<br />

<strong>value</strong> is provided in <strong>the</strong> section of <strong>the</strong>se notes applying specifically to<br />

<strong>the</strong> respective asset or <strong>the</strong> respective liability.<br />

■ Tangible fixed assets<br />

The fair <strong>value</strong> of tangible fixed assets included as a result of a business<br />

combination is <strong>the</strong> estimated amount for which a property could be<br />

traded on <strong>the</strong> valuation date between a willing buyer and a willing seller<br />

in an arm’s length transaction after proper marketing in which <strong>the</strong> parties<br />

have each acted prudently and knowledgeably. The market <strong>value</strong> of o<strong>the</strong>r<br />

tangible fixed assets and inventories is based on <strong>the</strong> listed market prices<br />

of comparable assets and items where available, and on replacement<br />

costs where applicable.<br />

■ Intangible assets<br />

The fair <strong>value</strong> of patents and trademarks acquired as part of a business<br />

combination is determined on <strong>the</strong> basis of <strong>the</strong> discounted estimated<br />

royalties which have been avoided as a result of ownership of <strong>the</strong> patent<br />

or trademark. The fair <strong>value</strong> of customer relationships acquired in a<br />

business combination is determined using <strong>the</strong> excess earnings method<br />

over several periods, with <strong>the</strong> respective assets being <strong>value</strong>d after<br />

deduction of a real return on all o<strong>the</strong>r assets which jointly constitute <strong>the</strong><br />

associated cash flows. The fair <strong>value</strong> of o<strong>the</strong>r intangible assets is based<br />

on <strong>the</strong> expected present <strong>value</strong> of <strong>the</strong> cash flow from <strong>the</strong> use and ultimate<br />

sale of <strong>the</strong> asset.<br />

■ Inventories<br />

The fair <strong>value</strong> of inventories acquired as part of a business combination<br />

is determined on <strong>the</strong> basis of <strong>the</strong> estimated sale price in normal business<br />

operation, less <strong>the</strong> estimated costs of completion and <strong>the</strong> sale costs,<br />

plus a reasonable profit margin reflecting <strong>the</strong> completion and sale effort.<br />

■ Trade debtors and o<strong>the</strong>r receivables<br />

The fair <strong>value</strong> of trade debtors and o<strong>the</strong>r receivables, excluding projects<br />

in progress commissioned by third parties, is estimated at <strong>the</strong> present<br />

<strong>value</strong> of <strong>the</strong> future cash flows, on <strong>the</strong> basis of <strong>the</strong> market interest rate<br />

applying on <strong>the</strong> reporting date. This fair <strong>value</strong> is determined for<br />

information purposes or if <strong>the</strong> trade debtors and o<strong>the</strong>r receivables are<br />

acquired by means of a business combination.<br />

Royal Ten Cate Annual Report 2011 95


Notes to <strong>the</strong> profit and loss account<br />

31 OPERATING SEGMENTS<br />

The Group consists of three segments, as described below. The segments<br />

offer a range of products and services, are managed separately and use<br />

various technologies. The summary below describes <strong>the</strong> activities of <strong>the</strong><br />

various segments of <strong>the</strong> Group:<br />

■ Advanced Textiles & Composites<br />

Manufacture and sale of protective and safety fabrics for professional<br />

wear, outdoor fabrics, composites for personal and vehicle protection<br />

and composites for industrial applications and technological applications<br />

in aerospace.<br />

■ Geosyn<strong>the</strong>tics & Grass<br />

Manufacture and sale of fabrics, non-wovens and grids for civil<br />

engineering, environmental projects, recreational and industrial<br />

applications and manufacture and sale of syn<strong>the</strong>tic turf fibres and<br />

backing for a range of applications.<br />

■ O<strong>the</strong>r activities<br />

Manufacture and sale of rubber and foam rollers for <strong>the</strong> office equipment<br />

industry and related products, development, production and sale of inkjet<br />

technology and related components for industrial applications, as well<br />

as country holding companies and service companies.<br />

96<br />

Royal Ten Cate Annual Report 2011<br />

Limited transactions take place between <strong>the</strong> segments. The prices for<br />

<strong>the</strong>se transactions are determined on an objective business basis. There<br />

is no segment in which <strong>the</strong> Group depends on sales to a single customer<br />

for all its revenues.<br />

Analysis by geographic location<br />

The segments operate on four continents, namely Europe, North America,<br />

Australia and Asia. In <strong>the</strong> presentation of information based on<br />

geographic segments, <strong>the</strong> revenues of <strong>the</strong> segment are based on <strong>the</strong><br />

geographic location of origin. The assets of <strong>the</strong> segments are based on<br />

<strong>the</strong> geographic location of <strong>the</strong> assets.<br />

The following page contains an overview of each of <strong>the</strong> reporting<br />

segments. The performance is determined on <strong>the</strong> basis of <strong>the</strong> operating<br />

result of <strong>the</strong> sector, as stated in <strong>the</strong> internal management report to <strong>the</strong><br />

CODM committees.


31.1 Analysis by operating segment<br />

Advanced Textiles<br />

& Composites<br />

Geosyn<strong>the</strong>tics<br />

& Grass O<strong>the</strong>r activities<br />

Elimination between<br />

<strong>the</strong> segments Consolidated<br />

In millions of euros 2011 2010 2011 2010 2011 2010 2011 2010 2011 2010<br />

EXTERNAL REVENUES 538.4 448.4 525.9 469.3 74.5 66.8 –<br />

–<br />

1,138.8 984.5<br />

Revenue from transactions<br />

between segments 1.2 0.8 0.7 0.4 5.6 14.2 7.5 15.4 – –<br />

Depreciation and amortisation – 15.3 – 15.2 – 28.9 – 26.2 – 3.7 – 3.5 – – – 47.9 – 44.9<br />

OPERATING RESULT 64.7 38.6 20.8 27.7 4.1 8.3 – – 89.6 74.6<br />

Financial income 1 0.2 0.2<br />

Financial expenses 1 –11.3 – 10.6<br />

Profit tax<br />

Net result from associated<br />

– 18.7 – 17.9<br />

companies<br />

ASSETS AND LIABILITIES<br />

– – – 1.3 – 1.3 – – – – – 1.3 – 1.3<br />

Assets of segments<br />

Investments in associated<br />

387.2 352.5 484.7 432.1 76.8 68.0 – – 948.7 852.6<br />

companies<br />

Investments in o<strong>the</strong>r<br />

– – 4.6 5.2 – – – – 4.6 5.2<br />

participating interests – 0.5 – – – – – – – 0.5<br />

Unallocated assets * – – – – – – – – 50.1 31.2<br />

Total assets 387.2 353.0 489.3 437.3 76.8 68.0 – – 1,003.4 889.5<br />

Liabilities of segment *,2 82.1 77.7 80.1 72.8 49.6 36.6 – – 211.8 187.1<br />

Unallocated liabilities – – – – – – – – 322.1 260.1<br />

Total liabilities 82.1 77.7 80.1 72.8 49.6 36.6 – – 533.9 447.2<br />

Investment expenditure 8.3 4.5 12.2 9.9 5.2 6.9 25.7 21.3<br />

*<br />

Adjusted for change of accounting policy of pensions; see note 2.<br />

1 Excluding € 0.2 million consolidated translation differences (2010: € 0.4 million).<br />

2 Excluding intercompany loans.<br />

Royal Ten Cate Annual Report 2011 97


NOTES TO THE PROFIT AND LOSS ACCOUNT<br />

31.2 Analysis by geographic location<br />

98<br />

Royal Ten Cate Annual Report 2011<br />

Revenues by origin Non-current assets by origin<br />

2011 2010 2011 2010<br />

Ne<strong>the</strong>rlands 232.9 178.0 65.9 57.6<br />

Rest of Europe 197.9 170.8 103.5 100.8<br />

North America<br />

Asia / Australia /<br />

544.7 484.8 154.2 141.4<br />

Middle East 163.3 150.9 175.9 162.4<br />

TOTAL 1,138.8 984.5 499.5 462.2<br />

*<br />

Non-current assets exclude derivative financial instruments and deferred profit tax<br />

receivables.<br />

32 ACQUISITIONS AND SALE OF PARTICIPATING INTERESTS<br />

32.1 Acquisitions<br />

On 25 February 2011, <strong>the</strong> Group acquired control of <strong>the</strong> GreenFields<br />

group (‘GreenFields’). The Group now holds 90% of <strong>the</strong> shares in<br />

GreenFields, representing an increase of 58% compared to 31 December<br />

2010. The o<strong>the</strong>r shareholder in GreenFields has <strong>the</strong> right to acquire an<br />

additional 5% interest if certain return requirements are met.<br />

GreenFields develops and markets syn<strong>the</strong>tic turf systems mainly for<br />

sports applications, both directly and <strong>through</strong> partners. Due to its welldeveloped<br />

international network and high-quality support, GreenFields<br />

has secured a relevant share of <strong>the</strong> FIFA related market as a FIFA<br />

Preferred Producer. For reporting purposes, this acquisition has been<br />

included in <strong>the</strong> Geosyn<strong>the</strong>tics & Grass sector.<br />

On 18 March 2011, <strong>the</strong> Group completed <strong>the</strong> acquisition of <strong>the</strong> assets of<br />

Emas Kiara Industries Berhad (Rawang, Malaysia). Emas Kiara Industries<br />

is a full-line producer and supplier of a wide range of geosyn<strong>the</strong>tic<br />

products and solutions, focusing primarily on <strong>the</strong> Asian markets. The<br />

addition of Emas Kiara’s production facilities, employees and product<br />

brands will streng<strong>the</strong>n <strong>the</strong> position of <strong>TenCate</strong> Geosyn<strong>the</strong>tics in this fastgrowing<br />

region of <strong>the</strong> world. These activities are concentrated on <strong>the</strong><br />

fast-growing environmental, infrastructure and water management<br />

applications in <strong>the</strong> region. For reporting purposes, this acquisition has<br />

been included in <strong>the</strong> Geosyn<strong>the</strong>tics & Grass sector.<br />

*<br />

On 10 May 2011, <strong>TenCate</strong> acquired <strong>the</strong> assets of Difco Performance<br />

Fabrics Inc in Montreal (Quebec, Canada). The assets acquired by<br />

<strong>TenCate</strong> include all brand names of Difco and o<strong>the</strong>r intellectual property<br />

rights relating to Difco’s portfolio of protective fabrics products.<br />

Inventories and trade receivables have also been acquired. This<br />

transaction will expand <strong>TenCate</strong>’s commercial presence and production<br />

activities in <strong>the</strong> protective fabrics markets in <strong>the</strong> United States and<br />

Canada. For reporting purposes, this acquisition has been included in <strong>the</strong><br />

Advanced Textiles & Composites sector.<br />

On 7 June 2011, <strong>the</strong> Group reached an agreement with <strong>the</strong> receiver to<br />

acquire <strong>the</strong> tangible and intangible assets of <strong>the</strong> insolvent company<br />

Osiris Inkjet Systems B.V. of Hengelo.<br />

On 16 November 2011, <strong>TenCate</strong> acquired a controlling interest in ABDS<br />

ApS. As at 31 December 2011, <strong>TenCate</strong> held 51% of <strong>the</strong> shares of ABDS<br />

(end of 2010: 10%). In December 2011, agreement was reached with <strong>the</strong><br />

o<strong>the</strong>r shareholders on <strong>the</strong> acquisition of all <strong>the</strong> shares; this transaction<br />

was completed at <strong>the</strong> beginning of 2012. ABDS ApS was fully<br />

consolidated at <strong>the</strong> end of 2011. ABDS ApS is engaged in <strong>the</strong><br />

development and market preparation of <strong>the</strong> <strong>TenCate</strong> ABDS® active blast<br />

countermeasure system intended to protect army vehicles against<br />

roadside bombs. The system is scheduled to be deployed in <strong>the</strong> course of<br />

2012-2013. This acquisition has been included in <strong>the</strong> Advanced Textiles<br />

& Composites sector.<br />

These acquisitions are being accounted for in accordance with <strong>the</strong><br />

acquisition method (IFRS 3). The acquisition amounts have been<br />

allocated to <strong>the</strong> identified acquired assets and liabilities, based on <strong>the</strong><br />

fair <strong>value</strong>. The purchase price allocations for <strong>the</strong> aforementioned<br />

acquisitions have not yet been completed.


32.2 Effects of <strong>the</strong> acquisition of subsidiaries<br />

The effect of <strong>the</strong> above acquisitions on <strong>the</strong> assets and liabilities was<br />

as follows:<br />

Identifiable acquired assets and liabilities<br />

Tangible fixed assets 18.9<br />

Intangible fixed assets 18.2<br />

Financial fixed assets 0.1<br />

Inventories 4.0<br />

Trade debtors and o<strong>the</strong>r receivables 11.4<br />

Cash and cash equivalents 3.0<br />

O<strong>the</strong>r reserves 9.2<br />

Non-controlling interest 1.0<br />

Deferred profit tax liabilities – 2.6<br />

O<strong>the</strong>r provisions – 5.0<br />

Interest-bearing loans – 14.3<br />

Banks, current accounts – 1.5<br />

Trade creditors and o<strong>the</strong>r payables – 12.9<br />

Net identifiable assets and liabilities 29.5<br />

Goodwill on acquisition 14.0<br />

Purchase price 43.5<br />

Value of existing interest – 2.6<br />

Outstanding amount payable – 10.1<br />

Acquired cash less short-term bank debts – 1.5<br />

Cash outflow 29.3<br />

The acquisitions have been combined in <strong>the</strong> above table because none of<br />

<strong>the</strong> acquired undertakings is material in its own right.<br />

In 2011, an amount of € 9.2 million was charged to o<strong>the</strong>r reserves in<br />

connection with transactions with non-controlling shareholders to<br />

acquire <strong>the</strong> remaining interest in ABDS ApS and <strong>the</strong> completion of a<br />

purchase price allocation. In 2010, an amount of € 6.9 million was<br />

charged to o<strong>the</strong>r reserves in connection with transactions with noncontrolling<br />

shareholders to acquire <strong>the</strong> remaining interests in AML and<br />

TigerTurf.<br />

The expected synergy effects for <strong>the</strong> Group result in a total of € 9.1<br />

million of goodwill paid for <strong>the</strong> acquisitions. The goodwill has also risen<br />

by € 4.9 million in connection with <strong>the</strong> finalisation of a purchase price<br />

allocation. The goodwill is not deductible for tax purposes.<br />

The effect of <strong>the</strong> acquisitions on 2011 revenues and results after tax<br />

amounts to € 51.5 million and – € 1.3 million respectively. The revenues<br />

and net results would not differ materially if <strong>the</strong> acquisition had taken<br />

place on 1 January 2011. The Group incurred acquisition-related costs of<br />

€ 1.4 million in respect of external legal advice, due diligence and stamp<br />

duty.<br />

33 PERSONNEL COSTS 2011 2010<br />

Wages and salaries 149.7 139.2<br />

Social charges 29.8 26.8<br />

Costs of option scheme 1.9 1.4<br />

Pension costs 4.3 5.2<br />

Temporary personnel 14.7 10.6<br />

O<strong>the</strong>r personnel costs 4.8 4.8<br />

205.2 188.0<br />

The pension costs comprise € 0.7 million (2010: € 1.7 million) in respect<br />

of defined benefit pension schemes (see note 48.3) and € 3.6 million<br />

(2010: € 3.5 million) in respect of defined contribution schemes. The<br />

average number of employees (permanent and temporary) in <strong>the</strong> Group in<br />

2011 was 4,797 (2010: 4,376).<br />

34 OTHER OPERATING COSTS<br />

34.1 Government subsidies<br />

The Group’s profit and loss account includes € 2.4 million of government<br />

subsidies in 2011 (2010: € 2.8 million). The subsidies relate particularly<br />

to subsidised research and development projects.<br />

Royal Ten Cate Annual Report 2011 99


NOTES TO THE PROFIT AND LOSS ACCOUNT<br />

34.2 Research and development<br />

The costs associated with research and development amounted to<br />

€ 12.2 million in 2011 (2010: € 9.2 million), of which € 7.6 million<br />

(2010: € 6.7 million) has been stated in personnel costs and € 4.6 million<br />

(2010: € 2.5 million) in O<strong>the</strong>r operating costs.<br />

34.3 Book profit on sale of tangible fixed assets<br />

The Group sold land and buildings in 2011 on which a total book profit of<br />

€ 0,9 million was recorded (2010: € 0.1 million).<br />

100 Royal Ten Cate Annual Report 2011<br />

2011 2010<br />

Land and buildings 0.7 –<br />

O<strong>the</strong>r 0.2 0.1<br />

Result from sale 0.9 0.1<br />

Book <strong>value</strong> of sold assets 2.5 0.8<br />

Proceeds from sale 3.4 0.9<br />

34.4 Result of acquisition of controlling interests<br />

The O<strong>the</strong>r operating costs include a result of € 2.1 million for <strong>the</strong><br />

acquisition of controlling interests in GreenFields and ABDS ApS. This<br />

result is connected to <strong>the</strong> fair <strong>value</strong> adjustments to <strong>the</strong> interests and <strong>the</strong><br />

settlement of existing relationships.<br />

34.5 Operating lease expenses<br />

The Group included € 8.5 million of expenses relating to operating leases<br />

in o<strong>the</strong>r operating costs in 2011 (2010: € 8.4 million).<br />

35 NET FINANCIAL EXPENSES 2011 2010<br />

Interest income 0.2 0.2<br />

Foreign currency translation differences – 0.4<br />

Financial income 0.2 0.6<br />

Interest expenses – 8.0 – 6.4<br />

Realised change in <strong>the</strong> fair <strong>value</strong> of derivatives for which hedge accounting is used – 2.8 – 2.8<br />

Ineffective portion of <strong>the</strong> change in <strong>the</strong> fair <strong>value</strong> of derivatives for which hedge accounting is used – 0.2 – 0.1<br />

Result of derivatives for which no hedge accounting is used – 0.3 – 1.3<br />

Foreign currency translation differences – 0.2 –<br />

Financial expenses and impairment – 11.5 – 10.6<br />

Net financial expenses – 11.3 – 10.0


36 PROFIT TAX 2011 2010<br />

Profit tax payable<br />

Current financial year – 16.9 – 21.3<br />

Recognition of previously unrecognised tax losses 0.2 0.7<br />

Overprovision in previous years 0.7 0.1<br />

Deferred tax profit<br />

– 16.0 – 20.5<br />

Origination and reversal of temporary differences – 4.2 2.5<br />

Recognition of previously unrecognised tax losses 0.1 1.5<br />

Change in unrecognised temporary differences 1.1 – 1.2<br />

Change in tax rates 0.3 – 0.2<br />

– 2.7 2.6<br />

Total profit tax charge in profit and loss account – 18.7 – 17.9<br />

Reconciliation with applicable profit tax rate 2011 2010<br />

Result before profit tax 78.3 64.6<br />

Tax on profit at average weighted local profit tax rate 29.8% 23.3 27.6% 17.8<br />

Non-tax-deductible costs 1.4% 1.1 0.9% 0.6<br />

Tax-exempt income – 6.9% – 5.4 – 4.5% – 2.9<br />

Prior year adjustments – 0.9% – 0.7 – –<br />

Change in tax rates – 0.4% – 0.3 0.3% 0.2<br />

Losses in reporting year for which no tax losses have been recognised 2.4% 1.9 5.1% 3.3<br />

Change in prior year tax losses for which no deferred tax is recognised – 0.4% – 0.3 – 3.4% – 2.2<br />

Change in unrecognised deferred tax assets in respect of valuation differences – 1.4% – 1.1 1.9% 1.2<br />

O<strong>the</strong>r items 0.3% 0.2 – 0.2% – 0.1<br />

Tax charge in <strong>the</strong> profit and loss account 23.9% 18.7 27.7% 17.9<br />

The rise in <strong>the</strong> weighted average tax rate from 27.6% to 29.8% results particularly from changes in <strong>the</strong> various countries’ shares in <strong>the</strong> result before<br />

profit tax. In comparison with 2010, a larger share of <strong>the</strong> result was generated in countries with a relatively higher tax rate in 2011.<br />

Royal Ten Cate Annual Report 2011 101


Notes to <strong>the</strong> consolidated balance sheet<br />

in million of euros<br />

37 INTANGIBLE ASSETS Goodwill Development<br />

Cost<br />

102 Royal Ten Cate Annual Report 2011<br />

O<strong>the</strong>r<br />

intangible<br />

assets Total<br />

Balance as at 1 January 2010 163.9 5.1 62.4 231.4<br />

Acquisitions 21.9 – 11.3 33.2<br />

Investments – 4.9 0.2 5.1<br />

Exchange rate differences 9.2 – 3.5 12.7<br />

Balance as at 31 December 2010 195.0 10.0 77.4 282.4<br />

Acquisitions 14.0 – 18.2 32.2<br />

Investments – 3.0 1.4 4.4<br />

Exchange rate differences 5.5 0.3 2.5 8.3<br />

Balance as at 31 December 2011 214.5 13.3 99.5 327.3<br />

Amortisation<br />

Balance as at 1 January 2010 2.0 0.7 24.9 27.6<br />

Amortisation – 0.9 9.5 10.4<br />

Exchange rate differences 0.4 –<br />

1.2 1.6<br />

Balance as at 31 December 2010 2.4 1.6 35.6 39.6<br />

Amortisation – 1.3 11.6 12.9<br />

Exchange rate differences 0.1 0.1 1.6 1.8<br />

Balance as at 31 December 2011 2.5 3.0 48.8 54.3<br />

Book <strong>value</strong><br />

Balance as at 1 January 2010 161.9 4.4 37.5 203.8<br />

Balance as at 31 December 2010 192.6 8.4 41.8 242.8<br />

Balance as at 31 December 2011 212.0 10.3 50.7 273.0


37.1 Amortisation/impairment<br />

The Group recognised no impairment losses on intangible assets in 2011<br />

(2010: € 0).<br />

37.2. Impairment testing for cash generating units which include<br />

goodwill<br />

The following units include goodwill items:<br />

2011 2010<br />

<strong>TenCate</strong> Grass 120.0 104.9<br />

<strong>TenCate</strong> Advanced Armour EU 36.0 35.8<br />

<strong>TenCate</strong> Advanced Composites USA 20.2 19.5<br />

<strong>TenCate</strong> Advanced Armour USA 22.6 21.8<br />

O<strong>the</strong>rs 13.2 10.6<br />

Total 212.0 192.6<br />

The Group tested <strong>the</strong> existing goodwill for impairment in 2011. The<br />

realisable <strong>value</strong> has been determined on <strong>the</strong> basis of <strong>the</strong> <strong>value</strong> in use.<br />

The <strong>value</strong> in use is based on <strong>the</strong> future cash flows over <strong>the</strong> forthcoming<br />

four years, based on historical empirical data, market expectations and<br />

strategic plans. No growth rate is applied for <strong>the</strong> period beyond four<br />

years. The <strong>value</strong> in use in 2011 has been determined in <strong>the</strong> same way as<br />

in 2010. On <strong>the</strong> basis of this test, no goodwill impairment has been<br />

recognised. The changes in 2011 related to acquisitions, <strong>the</strong> finalisation<br />

of <strong>the</strong> purchase price allocation for TigerTurf and exchange rate<br />

differences.<br />

Principal assumptions made in estimating <strong>the</strong> present <strong>value</strong> of cash<br />

flows<br />

The principal assumptions made in calculating <strong>the</strong> realisable <strong>value</strong><br />

concern discount rates, revenue growth and gross margins.<br />

Discount rate<br />

The discount rate is a pre-tax measure based on <strong>the</strong> risk-free interest<br />

rate in <strong>the</strong> government bond market, adjusted for <strong>the</strong> risk premium for<br />

both <strong>the</strong> higher risk of securities investments and <strong>TenCate</strong>’s systemic<br />

risk. The pre-tax discount rates used range from 8.6% to 11.2%<br />

(2010: 7.7% to 9.9%). The discount rates used have risen compared to<br />

2010, particularly due to an increase in <strong>the</strong> risk-free interest rate.<br />

Revenue growth<br />

The expected revenue growth is expressed as <strong>the</strong> compound annual<br />

growth in <strong>the</strong> first four years of <strong>the</strong> schedules used to test impairment<br />

and is based on past experience, market expectations and strategic<br />

plans.<br />

Gross margin<br />

The gross margin is <strong>the</strong> margin based on cost prices (in accordance with<br />

<strong>the</strong> inventory valuation principles) as a percentage of expected revenues.<br />

2015 is <strong>the</strong> final year of <strong>the</strong> cash flow forecast. The 2015 cash flow<br />

forecast is also used to calculate <strong>the</strong> perpetual cash flow.<br />

Sensitivity to changes in assumptions<br />

We have examined <strong>the</strong> sensitivity of <strong>the</strong> principal assumptions (discount<br />

rate, revenue growth and gross margin) and concluded that an increase<br />

of <strong>the</strong> discount date or a decrease of <strong>the</strong> gross margin as a percentage<br />

of revenues by more than a 90-basis-point <strong>the</strong> book <strong>value</strong> exceeds <strong>the</strong><br />

recoverable amount in <strong>the</strong> Grass unit. With regard to <strong>the</strong> o<strong>the</strong>r cashgenerating<br />

units, it was concluded that on a reasonable basis an<br />

adjustment to one of <strong>the</strong>se assumptions would not cause <strong>the</strong> carrying<br />

<strong>value</strong> to exceed <strong>the</strong> realisable <strong>value</strong>.<br />

37.3 Amortisation<br />

The amortisation of € 12.9 million (2010: € 10.4 million) has been stated<br />

in ‘Amortisation’ in <strong>the</strong> profit and loss account.<br />

Royal Ten Cate Annual Report 2011 103


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

38 TANGIBLE FIXED ASSETS<br />

Acquisition <strong>value</strong><br />

104 Royal Ten Cate Annual Report 2011<br />

Land and<br />

operating<br />

buildings<br />

Plant<br />

and<br />

equipment<br />

O<strong>the</strong>r<br />

operating<br />

assets<br />

Operating<br />

assets under<br />

construction Total<br />

Balance as at 1 January 2010 126.6 389.2 42.6 8.0 566.4<br />

Acquisitions 0.8 4.1 1.5 0.3 6.7<br />

Investments 6.2 10.7 2.0 – 2.7 16.2<br />

Divestments – 1.1 – 2.1 – 0.2 – – 3.4<br />

Exchange rate differences 5.3 13.8 1.4 1.1 21.6<br />

Balance as at 31 December 2010 137.8 415.7 47.3 6.7 607.5<br />

Acquisitions 6.9 10.7 1.3 – 18.9<br />

Investments 1.3 22.1 2.8 – 4.9 21.3<br />

Divestments – 5.4 – 2.1 – 0.8 – – 8.3<br />

Exchange rate differences 2.6 7.2 0.6 0.3 10.7<br />

Balance as at 31 December 2011 143.2 453.6 51.2 2.1 650.1<br />

Depreciation<br />

Balance as at 1 January 2010 56.9 260.8 34.0 – 351.7<br />

Depreciation 5.7 25.7 3.1 – 34.5<br />

Divestments – 0.5 – 2.0 – 0.1 – – 2.6<br />

Exchange rate differences 1.8 7.2 0.7 – 9.7<br />

Balance as at 31 December 2010 63.9 291.7 37.7 – 393.3<br />

Depreciation 5.7 25.8 3.5 – 35.0<br />

Divestments – 3.2 – 1.9 – 0.7 – – 5.8<br />

Exchange rate differences 0.8 4.5 0.4 – 5.7<br />

Balance as at 31 December 2011 67.2 320.1 40.9 – 428.2<br />

Book <strong>value</strong><br />

Balance as at 1 January 2010 69.7 128.4 8.6 8.0 214.7<br />

Balance as at 1 January 2011 73.9 124.0 9.6 6.7 214.2<br />

Balance as at 31 December 2011 76.0 133.5 10.3 2.1 221.9


38.1 Impairment and reversal of impairment<br />

The Group recognised no impairment of tangible fixed assets in 2011<br />

(2010: € 0). No impairment losses were reversed during <strong>the</strong> year.<br />

38.2 Leased buildings, plant and equipment<br />

The Group leases buildings, plant and equipment under a number of<br />

financial leases. The net carrying <strong>value</strong> of <strong>the</strong>se assets as at<br />

31 December 2011 was € 4.8 million (31 December 2010: € 5.4 million).<br />

The leased buildings, plant and equipment serve as collateral for <strong>the</strong><br />

financial lease liabilities (see note 47).<br />

38.3 Collateral<br />

As at 31 December 2011, plant and equipment belonging to Ten Cate –<br />

Union Protective Fabrics Asia Ltd worth € 7.0 million (2010: € 7.1 million)<br />

was pledged as collateral for a credit facility of € 9.8 million<br />

(2010: € 10.1 million). € 6.8 million of this credit facility was drawn as at<br />

<strong>the</strong> end of 2011 (2010: € 6.3 million).<br />

38.4 Depreciation charge<br />

The depreciation charge of € 35.0 million (2010: € 34.5 million) has been<br />

stated in depreciation in <strong>the</strong> profit and loss account.<br />

39 INVESTMENTS IN ASSOCIATED COMPANIES AND FINAN-<br />

CIAL FIXED ASSETS<br />

39.1 Associated companies<br />

On 25 May 2011, <strong>TenCate</strong> acquired a 30% interest in <strong>the</strong> associated<br />

company Hellas Construction Inc in Austin (Texas, United States of<br />

America). Hellas focuses on <strong>the</strong> construction of syn<strong>the</strong>tic turf pitches<br />

and athletics tracks in North America. From December 2011, <strong>TenCate</strong><br />

also has <strong>the</strong> option to raise its interest by 7% per year over <strong>the</strong> next<br />

three years at an acquisition price dependent on <strong>the</strong> EBITDA generated<br />

by Hellas.<br />

The investment in associated companies in 2010 relates to an increase<br />

in <strong>the</strong> interest in Landscape Solutions B.V. from 20% to 25% due to a<br />

restructuring of Landscape Solutions B.V.<br />

The associated companies item relates to <strong>the</strong> 30% interest in <strong>the</strong> shares<br />

of Hellas and <strong>the</strong> 25% interest in <strong>the</strong> shares of Landscape Solutions B.V.<br />

at <strong>the</strong> end of 2011.<br />

The share in <strong>the</strong> net income of associated companies amounted to<br />

– € 1.3 million (2010: – € 1.3 million).<br />

As a result of <strong>the</strong> increase in <strong>the</strong> additional interest in TigerTurf, net<br />

income of € 0.1 million has been stated in <strong>the</strong> result from associated<br />

companies in 2010, relating to <strong>the</strong> realisation of currency translation<br />

differences and fair <strong>value</strong> adjustments to <strong>the</strong> interest and <strong>the</strong> operating<br />

income to 28 April 2010 inclusive.<br />

The Group received no dividend payments from associated companies in<br />

2011 (2010: € 0). The associated companies have a carrying <strong>value</strong> of<br />

€ 4.6 million as at 31 December 2011 (31 December 2010: € 5.2 million).<br />

Royal Ten Cate Annual Report 2011 105


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

Associated companies and joint ventures<br />

The summary financial data have not been adjusted in respect of <strong>the</strong><br />

percentage owned by <strong>the</strong> Group and can be analysed as follows as at<br />

31 December:<br />

106 Royal Ten Cate Annual Report 2011<br />

2011 2010<br />

Non-current assets 26.8 10.9<br />

Current assets 26.8 24.4<br />

Total assets 53.6 35.3<br />

Current liabilities 18.7 21.3<br />

Non-current liabilities 7.7 12.9<br />

Total liabilities 26.4 34.2<br />

Revenues 64.8 78.6<br />

Costs 69.0 88.5<br />

Profit/(loss) – 4.2 – 9.9<br />

The changes in <strong>the</strong> associated companies item were as follows:<br />

2011 2010<br />

Balance as at 1 January 5.2 18.9<br />

Investments 5.5 0.2<br />

Divestment as a result of acquiring control – 5.2 – 12.6<br />

Result – 1.3 – 1.3<br />

Currency translation differences 0.4 –<br />

Balance as at 31 December 4.6 5.2<br />

39.2 Financial fixed assets<br />

The financial fixed assets can be analysed as follows:<br />

2011 2010<br />

O<strong>the</strong>r participating interests – 0.5<br />

O<strong>the</strong>r long-term receivables and investments 11.1 9.6<br />

Balance as at 31 December 11.1 10.1<br />

O<strong>the</strong>r participating interests<br />

The o<strong>the</strong>r participating interest concerns Performance Fabrics and Fibers<br />

LLC (PFF), Andrews (South Carolina) 16%.<br />

On 24 September 2010 <strong>the</strong> Group acquired a 10% interest in ABDS ApS.<br />

In 2011 a controlling interest was acquired in ABDS (see note 32.1).<br />

2011 2010<br />

Balance as at 1 January 0.5 –<br />

Investments – 0.5<br />

Divestments due to acquisition of control – 0.5 –<br />

Balance as at 31 December – 0.5<br />

O<strong>the</strong>r long-term receivables and investments<br />

The main long-term receivables and investments concern invested<br />

pension assets at a number of American subsidiaries of € 8.2 million<br />

(2010: € 7.2 million) and an advance payment in connection with longterm<br />

lease rights in China and Malaysia amounting to € 2.2 million<br />

(2010: € 2.1 million).


40 DEFERRED PROFIT TAX ASSETS AND LIABILITIES<br />

The deferred profit tax assets and liabilities recognised in <strong>the</strong> balance<br />

sheet are attributable to <strong>the</strong> following items:<br />

Receivables Liabilities Net<br />

2011 2010 2011 2010 2011 2010<br />

Intangible assets – – – 9.1 – 10.1 – 9.1 – 10.1<br />

Tangible fixed assets – – – 13.1 – 5.1 – 13.1 – 5.1<br />

Financial fixed assets 0.1 – – – 0.1 –<br />

Inventories 5.6 5.3 – – 5.6 5.3<br />

Derivatives 1.9 1.3 – – 1.9 1.3<br />

O<strong>the</strong>r receivables 0.7 1.0 – – 0.7 1.0<br />

Pension provisions 2.2 4.2 – – 2.2 4.2<br />

O<strong>the</strong>r provisions 9.6 4.1 – – 9.6 4.1<br />

Tax <strong>value</strong> of loss carry-forwards 12.9 13.7 – – 12.9 13.7<br />

O<strong>the</strong>r items 2.3 0.3 – – 2.3 0.3<br />

Deferred profit tax asset/liability 35.3 29.9 – 22.2 – 15.2 13.1 14.7<br />

Set-off assets and liabilities – 14.2 – 11.0 14.2 11.0 – –<br />

Net deferred profit tax asset/liability 21.1 18.9 – 8.0 – 4.2 13.1 14.7<br />

The changes in <strong>the</strong> temporary differences during <strong>the</strong> financial year can<br />

be analysed as follows:<br />

As at<br />

1 January 2010<br />

Recognised Acquired<br />

Adjusted Recognised in in o<strong>the</strong>r com- <strong>through</strong><br />

Change balance as at profit and loss prehensive business<br />

of system 1 January 2010 account income combinations<br />

As at<br />

31 December<br />

2010<br />

Intangible assets – 5.1 – 5.1 – 1.5 – 3.5 – 10.1<br />

Tangible fixed assets – 2.6 – 2.6 – 2.2 – 0.3 – 5.1<br />

Financial fixed assets 0.3 0.3 – 0.3 –<br />

Inventories 3.8 3.8 1.3 0.2 5.3<br />

Derivatives – – 0.2 1.1 1.3<br />

O<strong>the</strong>r receivables 0.3 0.3 0.7 1.0<br />

Pension provisions 6.4 – 2.2 4.2 – 0.8 0.8 4.2<br />

O<strong>the</strong>r provisions 2.8 2.8 0.5 0.8 4.1<br />

Tax <strong>value</strong> of loss carry-forwards 10.3 10.3 3.4 13.7<br />

O<strong>the</strong>r items – 0.7 – 0.7 1.0 0.3<br />

Deferred profit tax asset/liability 15.5 – 2.2 13.3 2.3 1.9 – 2.8 14.7<br />

Koninklijke Ten Cate nv Jaarverslag 2011 107


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

108 Royal Ten Cate Annual Report 2011<br />

As at<br />

1 January 2011<br />

Recognised<br />

in profit and<br />

loss accounts<br />

Recognised in<br />

o<strong>the</strong>r comprehensive<br />

income<br />

Acquired<br />

<strong>through</strong><br />

business<br />

combinations<br />

As at<br />

31 December<br />

2011<br />

Intangible assets – 10.1 3.6 – – 2.6 – 9.1<br />

Tangible fixed assets – 5.1 – 8.0 – – – 13.1<br />

Financial fixed assets – 0.1 – – 0.1<br />

Inventories 5.3 0.3 – – 5.6<br />

Derivatives 1.3 0.3 0.3 – 1.9<br />

O<strong>the</strong>r receivables 1.0 – 0.3 – – 0.7<br />

Pension provisions 4.2 – 4.0 2.0 – 2.2<br />

O<strong>the</strong>r provisions 4.1 5.5 – – 9.6<br />

Tax <strong>value</strong> of loss carry-forwards 13.7 – 2.2 1.4 – 12.9<br />

O<strong>the</strong>r items 0.3 2.0 – – 2.3<br />

Deferred profit tax asset/liability 14.7 – 2.7 3.7 – 2.6 13.1<br />

€ 0.3 million of <strong>the</strong> amount stated in <strong>the</strong> profit and loss account was<br />

included in <strong>the</strong> Result from associated companies in 2010.<br />

The tax effect of <strong>the</strong> o<strong>the</strong>r comprehensive income in Group equity is<br />

€ 3.7 million (2010: € 1.9 million) and relates to <strong>the</strong> actuarial results in<br />

respect of pensions and <strong>the</strong> hedging reserve.<br />

The realisation of <strong>the</strong> deferred profit tax assets depends on <strong>the</strong> future<br />

taxable profit being higher than <strong>the</strong> profit from <strong>the</strong> reversal of taxable<br />

temporary differences. On <strong>the</strong> basis of a projection of <strong>the</strong> estimated<br />

taxable profit and <strong>the</strong> existing fiscal planning possibilities, it is<br />

considered likely that sufficient taxable profit will be generated in future<br />

to realise <strong>the</strong>se deferred profit tax assets.<br />

Deferred profit tax assets not recognised in <strong>the</strong> balance sheet<br />

As at 31 December 2011 <strong>the</strong>re were € 66.2 million (2010: € 50.6 million)<br />

of unused losses available for set-off. No deferred profit tax asset has<br />

been recognised in respect of this amount because it is currently unlikely<br />

that future taxable profit will be available to <strong>the</strong> Group for <strong>the</strong> losses to<br />

be set off. The amount of profit tax concerned as at 31 December 2011<br />

was € 16.1 million (2010: € 11.6 million).<br />

The expiry periods of <strong>the</strong> unused losses available for set-off are shown<br />

in <strong>the</strong> table below:<br />

2011 2010<br />

Within 2 to 5 years 11.4 12.3<br />

After 5 years 24.0 18.8<br />

Unspecified period 30.8 19.5<br />

Unused losses available for set-off 66.2 50.6<br />

41 INVENTORIES 2011 2010<br />

Raw materials and manufacturing supplies 90.3 67.5<br />

Semi-manufactures 59.8 51.6<br />

Finished products 117.8 97.8<br />

Inventories 267.9 216.9<br />

In 2011 <strong>the</strong> raw materials and manufacturing supplies and changes in<br />

finished products and work in progress included as costs of sales<br />

amounted to € 569.2 million (2010: € 483.3 million). In 2011 <strong>the</strong> reduction<br />

in <strong>the</strong> inventory <strong>value</strong> included as an expense amounted to a net<br />

recoverable amount of € 4.2 million (2010: € 3.3 million). The reversal of<br />

<strong>the</strong> reduction in <strong>the</strong> inventory <strong>value</strong> in 2011 amounted to € 3.2 million<br />

(2010: € 2.7 million). The inventory <strong>value</strong> included as an expense and <strong>the</strong><br />

reversal have been stated under raw materials and manufacturing<br />

supplies.


42 TRADE DEBTORS 2011 2010<br />

Due from third parties 150.0 146.9<br />

Due from associated companies 1.3 3.9<br />

Due from joint ventures 1.1 0.2<br />

Trade debtors 152.4 151.0<br />

Trade and o<strong>the</strong>r receivables with a term of less than one year are stated<br />

at amortised cost less impairments. Transfers to provisions for doubtful<br />

debts are included in <strong>the</strong> profit and loss account under work contracted<br />

out and o<strong>the</strong>r external expenses.<br />

As at 31 December 2011 trade debtors with a <strong>value</strong> of € 6.5 million<br />

(2010: € 14.5 million) were encumbered as security for credit facilities<br />

amounting to € 6.5 million (2010: € 20.2 million). € 6.5 million of this<br />

credit facility was drawn as at <strong>the</strong> end of 2011 (2010: € 16.4 million).<br />

43 OTHER RECEIVABLES 2011 2010<br />

Receivable in respect of o<strong>the</strong>r taxes 3.3 2.8<br />

Derivatives at fair <strong>value</strong> 1.0 1.0<br />

Projects in progress 3.5 –<br />

O<strong>the</strong>r receivables and prepayments 14.4 14.3<br />

O<strong>the</strong>r receivables 22.2 18.1<br />

Amounts receivable in respect of o<strong>the</strong>r taxes relate mainly to reclaimable<br />

VAT. As at 31 December 2011 <strong>the</strong> prepayments amounted to € 7.7 million<br />

(2010: € 8.6 million).<br />

As at 31 December 2011 <strong>the</strong> total costs and recognised profit associated<br />

with projects in progress, less recognised losses, amounted to € 12.4<br />

million. Trade debtors included € 0.2 million of amounts deducted in<br />

respect of projects in progress commissioned by third parties.<br />

44 CASH AND CASH EQUIVALENTS 2011 2010<br />

Bank balances 22.6 11.0<br />

Cash balances 0.1 0.6<br />

Cash and cash equivalents 22.7 11.6<br />

Cash loans, overdrafts – 35.4 – 55.7<br />

Cash in <strong>the</strong> cash flow statement – 12.7 – 44.1<br />

All amounts were freely available at <strong>the</strong> end of 2011 and 2010.<br />

45 TOTAL SHAREHOLDERS’ EQUITY<br />

A statement of changes in equity can be found on page 84.<br />

45.1 Ordinary shares 2011 2010<br />

x 1,000<br />

In issue and fully paid up as at 1 January 25,502 25,068<br />

Issued stock dividend<br />

In issue and fully paid up as<br />

427 434<br />

at 31 December 25,929 25,502<br />

The authorised share capital amounts to € 200 million, divided into 80<br />

million ordinary shares of a par <strong>value</strong> of € 2.50. The issued capital as at<br />

31 December 2011 amounts to 25,928,914 ordinary shares with a par<br />

<strong>value</strong> of € 2.50 (as at 31 December 2010: 25,501,907 ordinary shares of a<br />

par <strong>value</strong> of € 2.50).<br />

The holders of ordinary shares are entitled to dividend as approved<br />

periodically by <strong>the</strong> General Meeting of Shareholders. They are also<br />

entitled to cast one vote per share at meetings of <strong>the</strong> Company.<br />

Issue of shares and limitation of pre-emptive right<br />

The general meeting of shareholders has granted <strong>the</strong> Executive Board<br />

<strong>the</strong> power to issue shares and to exclude or restrict <strong>the</strong> pre-emptive right<br />

for <strong>the</strong> period ending on 20 October 2012. The power to issue shares<br />

concerns 10% of <strong>the</strong> issued share capital plus a fur<strong>the</strong>r issue up to a<br />

maximum of 10% of <strong>the</strong> issued share capital in <strong>the</strong> event that <strong>the</strong> issue<br />

takes place in <strong>the</strong> context of a merger or acquisition. The same applies<br />

to <strong>the</strong> power of <strong>the</strong> Executive Board, with <strong>the</strong> approval of <strong>the</strong> Supervisory<br />

Board, to restrict or exclude <strong>the</strong> pre-emptive right.<br />

Royal Ten Cate Annual Report 2011 109


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

45.2 Repurchased ordinary shares 2011 2010<br />

x 1,000<br />

In issue and fully paid up as at 1 January 433 521<br />

Repurchase of own shares 309 –<br />

Exercise of options – 110 – 84<br />

Directors’ remuneration – 10 –<br />

Issued in connection with share savings plan – 2 – 4<br />

In issue and fully paid up as at<br />

31 December 620 433<br />

Ordinary shares are repurchased to prevent earnings per share being<br />

diluted by <strong>the</strong> granting of options and <strong>the</strong> issue of shares as part of<br />

<strong>the</strong> share savings plan. 308,820 own shares were repurchased in 2011<br />

(2010: 0).<br />

Repurchase of own shares<br />

The general meeting of shareholders has granted <strong>the</strong> Executive Board<br />

<strong>the</strong> power to acquire fully paid-up shares in <strong>the</strong> Company (or certificates<br />

<strong>the</strong>reof) for <strong>the</strong> period ending on 20 October 2012. The maximum number<br />

of shares which may thus be acquired is 10% of <strong>the</strong> issued capital at <strong>the</strong><br />

time of acquisition of <strong>the</strong> shares (or certificates <strong>the</strong>reof).<br />

45.3 Share premium<br />

The share premium reserve is to be considered as paid-up capital.<br />

45.4 Translation reserve<br />

The translation reserve comprises all exchange rate differences which<br />

arise due to <strong>the</strong> translation of <strong>the</strong> financial statements of activities<br />

outside <strong>the</strong> eurozone. These exchange rate differences are carried in<br />

equity. The accumulation of <strong>the</strong> respective amount began on 1 January<br />

2004 and is not available for distribution to shareholders. € 1.3 million of<br />

<strong>the</strong> currency translation differences was credited to <strong>the</strong> result in 2010 in<br />

respect of <strong>the</strong> step acquisition of TigerTurf and <strong>the</strong> closure of <strong>TenCate</strong><br />

Permess Xishan.<br />

110 Royal Ten Cate Annual Report 2011<br />

45.5 Hedging reserve<br />

The hedging reserve consists of <strong>the</strong> unrealised effective portion of <strong>the</strong><br />

accumulated change in <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> derivatives used to hedge<br />

<strong>the</strong> interest rate risk. The reserve is not available for distribution to<br />

shareholders. A negative reserve reduces <strong>the</strong> amount freely available for<br />

distribution from <strong>the</strong> reserves.<br />

The balance of <strong>the</strong> hedging reserve after tax on 31 December 2011 was<br />

– € 4.5 million (2010: – € 3.6 million).<br />

45.6 O<strong>the</strong>r reserves and undistributed result<br />

Subsequent to <strong>the</strong> reporting date <strong>the</strong> following dividend has been<br />

proposed, which has not yet been included in <strong>the</strong> balance sheet. It is<br />

proposed to set <strong>the</strong> dividend in respect of 2011 at € 0.95 per € 2.50 par<br />

<strong>value</strong> share (2010: € 0.75), payable optionally in cash or as stock<br />

dividend.<br />

2011 2010<br />

€ 0.95 per ordinary share (2010: € 0.75) 24.0 18.8<br />

45.7 Objective with regard to equity and financing<br />

The objective with regard to equity and financing, as in 2010, is to<br />

guarantee <strong>the</strong> continuity of <strong>the</strong> Company by means of attractive returns<br />

for shareholders and by guaranteeing benefits for o<strong>the</strong>r stakeholders.<br />

The capital structure is adjusted if necessary in line with economic<br />

developments and risks relating to assets.<br />

With regard to financing, <strong>the</strong> longer-term objective is a ratio of net debt<br />

to EBITDA of a maximum of 2.5.


The calculation as at 31 December is as follows:<br />

31 December<br />

2011<br />

31 December<br />

2010<br />

Long-term interest-bearing liabilities 275.1 195.2<br />

Short-term portion of long-term liabilities 0.9 1.4<br />

Cash loans and overdrafts 35.4 55.7<br />

Total debt 311.4 252.3<br />

Less: cash and cash equivalents 22.7 11.6<br />

Net debt 288.7 240.7<br />

EBITDA * 136.0 115.2<br />

*<br />

Net debt/EBITDA 2.12 2.09<br />

EBITDA adjusted to take account of <strong>the</strong> effect of acquired and divested businesses, non-<br />

recurring items and non-cash fair <strong>value</strong> adjustments: – € 1.5 million (2010: – € 4.3 million).<br />

46 EARNINGS PER SHARE<br />

46.1 Ordinary earnings per share<br />

The calculation of <strong>the</strong> ordinary earnings per share as at 31 December<br />

2011 is based on <strong>the</strong> net income of € 58.7 million (2010: € 46.0 million)<br />

attributable to holders of ordinary shares and a weighted average<br />

number of outstanding ordinary shares during <strong>the</strong> 2011 financial year of<br />

25,452,488 (2010: 25,025,965), calculated as follows:<br />

2011 2010<br />

Net profit for <strong>the</strong> financial year<br />

attributable to holders of ordinary<br />

shares 58.7 46.0<br />

Weighted average number of ordinary shares 2011 2010<br />

x 1,000<br />

Ordinary shares in issue on 1 January<br />

Effect of ordinary shares held (including<br />

25,502 25,068<br />

repurchased shares)<br />

Effect of shares held in connection with<br />

– 433 – 521<br />

stock dividend 427 434<br />

Effect of repurchase of own shares<br />

Effect of shares issued as a result of<br />

– 133 –<br />

exercised option rights 79 42<br />

Effect of remuneration of director<br />

Effect of shares issued as a result of<br />

9 –<br />

share savings plan<br />

Weighted average number of ordinary<br />

1 3<br />

shares as at 31 December 25,452 25,026<br />

46.2 Diluted earnings per share<br />

The calculation of <strong>the</strong> diluted earnings per share as at 31 December<br />

2011 is based on <strong>the</strong> net income of € 58.7 million (2010: € 46.0 million)<br />

attributable to holders of ordinary shares and <strong>the</strong> weighted average<br />

number of outstanding ordinary shares during <strong>the</strong> 2011 financial year of<br />

25,735,802 (2010: 25,216,255), calculated as follows:<br />

2011 2010<br />

Net profit for <strong>the</strong> financial year<br />

attributable to holders of ordinary<br />

shares 58.7 46.0<br />

Weighted average number of ordinary shares 2011 2010<br />

x 1,000<br />

Weighted number of ordinary shares<br />

as at 31 December 25,452 25,026<br />

Effect of outstanding option rights<br />

Weighted average number of<br />

ordinary shares (after dilution) as at<br />

284 190<br />

31 December 25,736 25,216<br />

Royal Ten Cate Annual Report 2011 111


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

47 LONG-TERM DEBTS 2011 2010<br />

Syndicated loan 267.4 188.8<br />

Financial lease liabilities 3.2 4.3<br />

O<strong>the</strong>r loans 5.4 3.5<br />

Total 276.0 196.6<br />

Less: repayment of loans in forthcoming years – 0.9 – 1.4<br />

Long-term debts 275.1 195.2<br />

Syndicated loan<br />

112 Royal Ten Cate Annual Report 2011<br />

2011<br />

Total<br />

2012<br />

< 1 year<br />

2013<br />

1 – 2 years<br />

2014/2016<br />

2 – 5 years<br />

2017<br />

and after<br />

> 5 years<br />

EUR – variable interest 47.8 – – 47.8 – 47.2<br />

USD – variable interest 219.6 – – 219.6 – 141.6<br />

Financial lease liabilities<br />

EUR fixed interest 8.0% 0.3 0.2 0.1 – – 0.5<br />

EUR variable interest 2.5 – 2.5 – – 3.0<br />

THB fixed interest 3.45% – 3.65% 0.1 – 0.1 – – 0.1<br />

GBP variable interest 0.1 – – 0.1 – 0.2<br />

NZD fixed interest 11% – 14% – – – – – 0.1<br />

AUD variable interest 0.2 – 0.2 – – 0.4<br />

O<strong>the</strong>r loans<br />

USD variable interest 3.1 – – – 3.1 3.0<br />

EUR interest-free 1.3 0.3 0.3 0.7 – –<br />

EUR fixed interest 2.00% – 2.50% – – – – – 0.1<br />

EUR fixed interest 1.50% – – – – – 0.4<br />

EUR variable interest + 3.75% 0.9 0.3 0.3 0.3 – –<br />

EUR variable interest 0.1 0.1 –<br />

Long-term debts 276.0 0.9 3.5 268.5 3.1 196.6<br />

The syndicated loan of € 450.0 million (2010: € 450.0 million), which is<br />

available for drawing in various currencies, was concluded with a<br />

syndicate of 11 banks. € 267.4 million of this facility was drawn as at<br />

31 December 2011 (2010: € 188.8 million). The loan is due to mature on<br />

8 December 2015. Repayment is due in full on <strong>the</strong> maturity date. The<br />

loan is <strong>value</strong>d at amortised cost in accordance with <strong>the</strong> effective interest<br />

method.<br />

The interest rate payable is linked to <strong>the</strong> net debt/EBITDA ratio, which is<br />

–<br />

–<br />

2010<br />

Total<br />

calculated quarterly in respect of <strong>the</strong> preceding 12 months. The EBITDA<br />

for acquired and divested businesses is annualised. In accordance with<br />

<strong>the</strong> agreements entered into with <strong>the</strong> banks, <strong>the</strong> EBITDA is also adjusted<br />

to take account of non-recurring items and non-cash fair <strong>value</strong><br />

adjustments in <strong>the</strong> interest. The interest margin above Euribor or Libor<br />

will be between 0.70% and 1.50%. A utilisation fee of 0.20% is payable<br />

if more than 50% of <strong>the</strong> facility is drawn.<br />

At <strong>the</strong> end of 2011 <strong>the</strong> interest margin was 0.95% (2010: 1.20%).<br />


The aforementioned syndicated loan is subject to a number of covenants,<br />

<strong>the</strong> principal of which are:<br />

■ total net debt/EBITDA less than 3.25 at <strong>the</strong> end of <strong>the</strong> first quarter of<br />

each year, less than 3.50 at <strong>the</strong> end of <strong>the</strong> second quarter of each<br />

year and less than 3.00 at <strong>the</strong> end of <strong>the</strong> third and fourth quarters of<br />

each year, with <strong>the</strong> once-only possibility of an increase of 0.25 for<br />

two successive quarters following an acquisition, but no higher than<br />

3.50;<br />

■ EBITDA/net interest greater than 4;<br />

■ joint guarantee of subsidiaries with total assets of at least 60% of<br />

<strong>the</strong> Group total.<br />

The Group was meeting <strong>the</strong>se covenants as at <strong>the</strong> reporting date.<br />

In <strong>the</strong> event of a change of control of <strong>the</strong> Company, <strong>the</strong> syndicated loan<br />

is immediately repayable if a two-thirds majority of <strong>the</strong> lenders so<br />

require.<br />

The € 2.5 million (2010: € 3.0 million) financial lease liability relates to a<br />

building in Hungary.<br />

The USD loan with variable interest concerns a $ 4.0 million loan (2010:<br />

$4.0 million) from <strong>the</strong> Development Authority of Pike County Industrial<br />

Revenue Bonds. Repayment is due in full in 2018.<br />

Of <strong>the</strong> total of long-term loans, 99% had variable interest in 2011 (2010:<br />

99%). The risk associated with this variability has been hedged by means<br />

of interest rate swaps. Details of <strong>the</strong> hedging of <strong>the</strong> interest rate risk<br />

borne by <strong>the</strong> Group can be found in note 50.3.<br />

48 PENSION LIABILITIES 2011 2010<br />

Defined benefit schemes<br />

Present <strong>value</strong> of obligations 332.5 295.8<br />

Fair <strong>value</strong> of plan assets 321.0 316.7<br />

Present <strong>value</strong> of net liabilities 11.5 – 20.9<br />

Effect of asset ceiling – 20.9<br />

Total defined benefit schemes 11.5 –<br />

O<strong>the</strong>r liabilities in respect of pensions 11.1 10.5<br />

Pension liabilities 22.6 10.5<br />

48.1 Changes in <strong>the</strong> valuation of <strong>the</strong> liability<br />

as at <strong>the</strong> reporting date 2011 2010<br />

Balance as at 1 January 295.8 295.7<br />

Service costs 2.8 3.2<br />

Members’ contributions 2.7 2.9<br />

Interest costs 15.5 15.8<br />

Benefits paid – 16.7 – 16.2<br />

Actuarial differences 32.4 – 5.6<br />

Balance as at 31 December 332.5 295.8<br />

48.2 Investments 2011 2010<br />

Balance as at 1 January 316.7 298.5<br />

Expected return 17.6 17.1<br />

Employer’s contribution 6.7 6.3<br />

Members’ contribution 2.7 2.9<br />

Actuarial differences – 6.0 8.1<br />

Benefits paid – 16.7 – 16.2<br />

Balance as at 31 December 321.0 316.7<br />

Analysis of plan assets as at 31 December 2011 2010<br />

Bonds 173.3 150.1<br />

Shares 101.3 119.0<br />

Hedge funds 13.9 25.0<br />

Real estate 25.2 15.6<br />

Cash 1.9 3.1<br />

O<strong>the</strong>r items 5.4 3.9<br />

Pension fund investments 321.0 316.7<br />

48.3 Charge stated in <strong>the</strong> profit and loss<br />

account 2011 2010<br />

Service costs<br />

Asset ceiling test in accordance<br />

– 2.8 – 3.2<br />

with IAS 19.58 – 0.2<br />

Interest on liabilities – 15.5 – 15.8<br />

Expected return on fund investments 17.6 17.1<br />

Pension expenses/income – 0.7 – 1.7<br />

Royal Ten Cate Annual Report 2011 113


NOTES TO THE CONSOLIDATED BALANCE SHEET<br />

The pension charges have been stated in <strong>the</strong> 2011 profit and loss<br />

account in an amount of € 0.7 million (2010: € 1.7 million) under<br />

personnel costs. The actual return on fund investments amounts to<br />

€ 11.6 million (2010: € 25.2 million).<br />

Ne<strong>the</strong>rlands<br />

The defined benefit pension scheme concerns in particular <strong>the</strong> pension<br />

rights of <strong>the</strong> Dutch employees which have been placed with Stichting<br />

Pensioenfonds Koninklijke Ten Cate.<br />

The main features of <strong>the</strong> scheme are:<br />

■ pension accrual based on average salary;<br />

■ accrual rate of 2.1%;<br />

■ conditional indexation, <strong>the</strong> target level being equivalent to 90% of<br />

wage growth for active members (employees) and 90% of price<br />

growth for inactive members (pensioners and members with paid-up<br />

entitlements);<br />

■ <strong>the</strong> employer contribution is increased by 50% if <strong>the</strong> cover ratio falls<br />

below 110%.<br />

Agreements have been entered into with <strong>the</strong> pension fund in respect of<br />

<strong>the</strong> contribution payable. The contribution percentage varies within an<br />

agreed range, depending on <strong>the</strong> pension fund’s cover ratio. The current<br />

agreements cover <strong>the</strong> period up to 31 December 2014.<br />

O<strong>the</strong>r liabilities<br />

The o<strong>the</strong>r liabilities in respect of pensions relate to defined contribution<br />

schemes and a number of specific old-age provisions. The principal<br />

defined contribution scheme is a 401K (savings) scheme in <strong>the</strong> United<br />

States.<br />

114 Royal Ten Cate Annual Report 2011<br />

48.4 Principles for defined benefit schemes<br />

The main actuarial assumptions as at <strong>the</strong> reporting date (in weighted<br />

averages) are as follows:<br />

2011 2010<br />

Discount rate as at 31 December<br />

Expected return on plan assets as at 31<br />

4.3% 5.3%<br />

December 4.9% 5.7%<br />

Future wage increases 2.5% 2.5%<br />

Future pension increases 0.8% 1.0%<br />

Assumptions with regard to future mortality figures are based on<br />

published statistical data and mortality probabilities. The mortality table<br />

used is <strong>the</strong> 2010–2060 forecast table of <strong>the</strong> Ne<strong>the</strong>rlands Actuarial<br />

Association with a correction factor dependent on age and gender. For<br />

<strong>the</strong> valuation of partner’s pensions <strong>the</strong> age difference between men and<br />

women has been set at three years. The total expected long-term return<br />

on <strong>the</strong> investments is 4.9% (2010: 5.7%). This percentage is based on<br />

<strong>the</strong> sum of <strong>the</strong> returns in separate investment categories. A 0.1% change<br />

in <strong>the</strong> discount rate will result in no change in <strong>the</strong> annual charges<br />

(2010: 0). A 0.1% change in <strong>the</strong> discount rate will cause <strong>the</strong> liability to<br />

rise or fall by € 5.0 million (2010: € 4.0 million).


Historical information 2011 2010 2009 2008 2007<br />

Present <strong>value</strong> of defined benefit obligations 332.5 295.8 295.7 275.1 298.6<br />

Fair <strong>value</strong> of plan assets 321.0 316.7 298.5 272.4 304.7<br />

Present <strong>value</strong> of net liabilities 11.5 – 20.9 – 2.8 2.7 – 6.1<br />

Experience adjustments arising on obligations of <strong>the</strong> scheme 5.3 9.4 4.4 0.8 2.7<br />

Experience adjustments arising on plan assets – 6.0 8.1 11.8 – 42.3 – 10.3<br />

The Group expects to contribute € 6.5 million of employer’s contributions<br />

to defined benefit pension schemes in 2012 (2011: € 6.5 million).<br />

The pension expense in respect of 2012 is estimated at € 3.1 million<br />

(2011: € 0.7 million).<br />

49 PROVISIONS<br />

Guarantee/<br />

Claims<br />

Reorganisation<br />

provision<br />

O<strong>the</strong>r<br />

personnel<br />

liabilities Environment O<strong>the</strong>r<br />

Balance as at 1 January 2011 8.0 0.8 5.9 2.0 0.6 17.3<br />

Change due to acquisition 3.9 0.3 – – 0.8 5.0<br />

Provisions made during <strong>the</strong> year 3.1 0.8 0.7 – 0.1 4.7<br />

Released to result – 0.5 – 0.1 – 0.1 – – 0.1 – 0.8<br />

Expenditure in current year – 3.8 – 1.4 – 0.7 – – 0.5 – 6.4<br />

Exchange rate differences 0.2 – – – – 0.2<br />

Balance as at 31 December 2011 10.9 0.4 5.8 2.0 0.9 20.0<br />

Of which short-term<br />

As at 31 December 2010 5.5 0.8 0.5 – 0.3 7.1<br />

As at 31 December 2011 4.0 0.4 0.3 – 0.3 5.0<br />

The amount released to <strong>the</strong> result has been included in <strong>the</strong> profit and<br />

loss account as follows:<br />

2011 2010<br />

Personnel costs 0.1 –<br />

O<strong>the</strong>r operating costs 0.7 1.4<br />

Total 0.8 1.4<br />

The guarantee provision relates to goods and services supplied and <strong>the</strong><br />

provision for claims relates to claims for damages and possible legal<br />

costs.<br />

Total<br />

2011<br />

The provision for reorganisations relates to a number of smaller<br />

reorganisations which were nearly all completed during <strong>the</strong> financial<br />

year.<br />

The provision for o<strong>the</strong>r personnel liabilities has been formed in respect<br />

of long-term leave and o<strong>the</strong>r benefits, such as anniversaries.<br />

The environmental provision has been formed for expected costs of<br />

decontamination of industrial sites, on <strong>the</strong> basis of functional<br />

decontamination (maintenance of business use).<br />

Royal Ten Cate Annual Report 2011 115


O<strong>the</strong>r information<br />

50 FINANCIAL INSTRUMENTS<br />

As part of its normal business operations, <strong>the</strong> Group incurs liquidity,<br />

credit, interest and currency risks. The risk of fluctuations, mainly in<br />

exchange rates and interest rates, is hedged using derivatives.<br />

50.1 Liquidity risk<br />

The liquidity risk is <strong>the</strong> risk of <strong>the</strong> Group being unable to meet its<br />

liabilities when <strong>the</strong>y fall due. The Group’s policy on control of <strong>the</strong><br />

liquidity risk is to guarantee to <strong>the</strong> best of its ability that sufficient<br />

liquidities are available to meet its liabilities on time, in both normal and<br />

exceptional situations. € 180.4 million of <strong>the</strong> syndicated loan of € 450.0<br />

million (2010: € 450.0 million) was undrawn as at 31 December 2011<br />

(2010: € 258.4 million).<br />

The term of <strong>the</strong> financial liabilities as at 31 December 2011 was as<br />

follows:<br />

116 Royal Ten Cate Annual Report 2011<br />

Book <strong>value</strong><br />

Expected<br />

cash flow<br />

(including<br />

interest)<br />

2012<br />

< 1 year<br />

2013<br />

1-2 years<br />

2014/16<br />

2-5 years<br />

2017<br />

and after<br />

> 5 years<br />

Financial liabilities (excluding derivatives)<br />

Long-term debts 276.0 – 299.6 – 5.7 – 8.1 – 282.7 – 3.1<br />

Cash loans, overdrafts 35.4 – 35.4 – 35.4 – – –<br />

Trade and o<strong>the</strong>r creditors 161.8 – 161.8 – 161.8 – – –<br />

Derivatives<br />

Interest rate swaps 6.9 – 7.1 – 3.4 – 2.3 – 1.3 – 0.1<br />

Forward, FX swap contracts 0.4 – 0.4 – 0.4 – – –<br />

Total 480.5 – 504.3 – 206.7 – 10.4 – 284.0 – 3.2


The term of <strong>the</strong> financial liabilities as at 31 December 2010 was as<br />

follows:<br />

Book <strong>value</strong><br />

Expected<br />

cash flow<br />

(including<br />

interest)<br />

2012<br />

< 1 year<br />

2013<br />

1-2 years<br />

2014/16<br />

2-5 years<br />

2017<br />

and after<br />

> 5 years<br />

Financial liabilities (excluding derivatives)<br />

Long-term debts 196.6 – 231.4 – 5.7 – 7.1 – 215.6 – 3.0<br />

Cash loans, overdrafts 55.7 – 55.7 – 55.7 – – –<br />

Trade and o<strong>the</strong>r creditors 152.4 – 152.4 – 152.4 – – –<br />

Derivatives<br />

Interest rate swaps 5.5 – 6.1 – 2.5 – 2.9 – 0.4 – 0.3<br />

Forward, FX swap contracts 1.4 – 1.4 – 1.4 – – –<br />

Total 411.6 – 447.0 – 217.7 – 10.0 – 216.0 – 3.3<br />

50.2 Credit risk<br />

Credit risk is <strong>the</strong> risk of a financial loss for <strong>the</strong> Group if a customer or<br />

counterparty to a financial instrument fails to meet its contractual<br />

obligations. Credit risks result in particular from trade debtors and, to a<br />

more limited extent, investments in securities. The Group’s exposure to<br />

credit risk is mainly determined by <strong>the</strong> specific characteristics of <strong>the</strong><br />

individual customers. Credit risk is limited by internal research into <strong>the</strong><br />

creditworthiness of new and existing customers based on sources such<br />

as external reports, annual reports and payment history or by insuring<br />

<strong>the</strong> credit risk. The internal credit limits specified on <strong>the</strong> basis of internal<br />

research are reviewed at least once a year.<br />

Customers for which no credit limit has been issued (internally or by <strong>the</strong><br />

insurer) can only do business with <strong>the</strong> Group on <strong>the</strong> basis of guaranteed<br />

payment.<br />

Goods are subject to reservation of ownership. In <strong>the</strong> event of nonpayment,<br />

<strong>the</strong> Group in most cases has a preferential claim to <strong>the</strong> extent<br />

that <strong>the</strong> goods are still present. The Group does not demand collateral<br />

for trade and o<strong>the</strong>r receivables.<br />

Impairments are stated as direct sale costs in <strong>the</strong> profit and loss account<br />

as work contracted out and o<strong>the</strong>r external costs.<br />

The Group has no particular concentration risks in respect of trade<br />

debtors.<br />

The carrying <strong>value</strong> of <strong>the</strong> financial assets reflects <strong>the</strong> maximum exposure<br />

to credit risk. The maximum exposure can be defined as follows:<br />

2011 2010<br />

Trade debtors 152.4 151.0<br />

O<strong>the</strong>r (long-term) receivables 28.8 26.7<br />

Cash and cash equivalents<br />

Forward foreign exchange contracts<br />

22.7 11.6<br />

and options 0.8 0.8<br />

Interest rate swaps 0.2 0.2<br />

Total 204.9 190.3<br />

Royal Ten Cate Annual Report 2011 117


OTHER INFORMATION<br />

The age of <strong>the</strong> trade debtors and <strong>the</strong> related impairments can be<br />

analysed as follows:<br />

118 Royal Ten Cate Annual Report 2011<br />

2011 2010<br />

Gross Provision Gross Provision<br />

Not due - 60 days overdue 148.6 1.5 147.0 2.1<br />

60 - 120 days overdue 3.8 0.7 3.8 0.5<br />

120 - 360 days overdue 3.3 1.2 2.9 0.7<br />

Over 360 days overdue 3.7 3.6 2.9 2.3<br />

Balance as at 31 December 159.4 7.0 156.6 5.6<br />

The movements in <strong>the</strong> provision for trade debtors are as follows:<br />

2011 2010<br />

Balance as at 1 January 5.6 3.5<br />

Acquisitions 1.2 1.3<br />

Formed as charge against result 1.2 2.3<br />

Released to result – 0.6 – 0.6<br />

Written off during <strong>the</strong> year – 0.4 – 1.1<br />

Exchange rate differences – 0.2<br />

Balance as at 31 December 7.0 5.6<br />

The Group believes that, with <strong>the</strong> exception of <strong>the</strong> foregoing, no<br />

provision for impairment is required in respect of trade receivables which<br />

are not yet due or which are up to 60 days overdue.<br />

50.3 Interest rate risk<br />

99% of <strong>the</strong> interest-bearing debts have a variable interest rate (2010:<br />

99%). The risk of a rise in interest rates is in principle hedged 90% for<br />

<strong>the</strong> subsequent year and 75%, 50% and 25% respectively for <strong>the</strong> years<br />

<strong>the</strong>reafter. Both interest rate swaps and caps can be used for this<br />

purpose. The impact of changes in <strong>the</strong> <strong>value</strong> of <strong>the</strong>se financial<br />

instruments on <strong>the</strong> Group’s result is limited as far as possible by <strong>the</strong> use<br />

of hedge accounting. The conditions applying to <strong>the</strong> interest-bearing<br />

debt are set out in note 47.<br />

At <strong>the</strong> end of 2011 <strong>the</strong> net balances of outstanding interest rate<br />

instruments were as follows:<br />

■ interest rate swap to 31-12-2013: € 50 million, received variable,<br />

payment 2.48% fixed<br />

■ interest rate swap to 31-12-2012: $ 70 million, received variable,<br />

payment 2.215% fixed<br />

■ interest rate swap to 31-12-2013: $ 70 million, received variable,<br />

payment 1.687% fixed<br />

■ interest rate swap to 31-12-2013: $ 50 million, received variable,<br />

payment 2.03% fixed<br />

■ interest rate swap to 02-01-2018: $ 4 million, received variable,<br />

payment 4.47% fixed<br />

■ interest rate swap to 31-12-2014: € 30 million, received variable,<br />

payment 2.805% fixed (commencing<br />

31-12-2013)<br />

■ interest rate swap to 31-12-2014: $ 45 million, received variable,<br />

payment 2.598% fixed (commencing<br />

31-12-2012)<br />

■ interest rate swap to 31-12-2015: $ 60 million, received variable,<br />

payment 1.195%<br />

The Group <strong>value</strong>s <strong>the</strong> interest rate swaps and interest rate caps at fair<br />

<strong>value</strong> (see section 50.7). Of <strong>the</strong> fair <strong>value</strong> of <strong>the</strong> interest rate swaps as at<br />

31 December 2011, € 0.2 million (2010: € 0.2 million) has been included<br />

in o<strong>the</strong>r receivables and € 6.9 million (2010: € 5.5 million) under trade<br />

creditors and o<strong>the</strong>r payables.


The table below shows <strong>the</strong> periods in which <strong>the</strong> cash flows that are <strong>the</strong><br />

subject of cash flow hedge accounting are expected to take place and in<br />

which <strong>the</strong>y will affect <strong>the</strong> profit or loss.<br />

2011 Book <strong>value</strong><br />

Expected<br />

cash flow < 1 year 1-2 years 2-5 years<br />

Interest rate swaps<br />

Assets – – – – –<br />

Liabilities 5.9 – 5.9 – 2.9 – 2.1 – 0.9<br />

2010 Book <strong>value</strong><br />

Expected<br />

cash flow < 1 year 1-2 years 2-5 years<br />

Interest rate swaps<br />

Assets – – – – –<br />

Liabilities 4.5 – 4.6 – 2.2 – 2.4 –<br />

Interest rate caps<br />

Assets – – – – –<br />

Liabilities – – – – –<br />

50.4 Currency risk<br />

The Group incurs currency risks on sales and purchases denominated in<br />

currencies o<strong>the</strong>r than <strong>the</strong> functional currency of <strong>the</strong> respective subsidiary.<br />

The currencies in which risk is incurred are mainly <strong>the</strong> euro, <strong>the</strong> US dollar<br />

and <strong>the</strong> British pound.<br />

Transaction risk<br />

The Group hedges orders, trade receivables and payables denominated<br />

in foreign currencies, to <strong>the</strong> extent that <strong>the</strong>se may have a material effect<br />

on <strong>the</strong> result. It uses foreign exchange forward contracts and currency<br />

options for this purpose. The forward contracts have a term of less than<br />

one year after <strong>the</strong> reporting date. If necessary <strong>the</strong>y are extended. The<br />

forward contracts are carried at fair <strong>value</strong>.<br />

The principal amounts of <strong>the</strong> loans drawn in foreign currencies are used<br />

to hedge intercompany loans in foreign currencies to subsidiaries which<br />

report in <strong>the</strong> respective currency.<br />

Competition risk<br />

The Group hedges <strong>the</strong> estimated currency risk of <strong>the</strong> expected purchases<br />

and sales in <strong>the</strong> subsequent six months as far as possible. Currency<br />

options are used for this purpose.<br />

Translation risk<br />

The translation risk on <strong>the</strong> result of subsidiaries outside <strong>the</strong> eurozone is<br />

offset internally as far as possible against euro-denominated revenues<br />

of subsidiaries outside <strong>the</strong> eurozone.<br />

Royal Ten Cate Annual Report 2011 119


OTHER INFORMATION<br />

Exposure<br />

The exposure to currency risks in respect of trading transactions of Group<br />

entities on <strong>the</strong> reporting date is as follows:<br />

120 Royal Ten Cate Annual Report 2011<br />

2011 2010<br />

USD GBP EUR USD GBP EUR<br />

Transaction risk 4.0 1.4 7.9 – 6.2 2.1 3.3<br />

Competition risk – 0.6 1.3 15.0 3.3 1.3 17.2<br />

Risk before hedging 3.4 2.7 22.9 – 2.9 3.4 20.5<br />

Forward contracts – 4.2 – 1.5 – 7.7 5.2 – 1.6 – 5.0<br />

Option contracts – 1.5 – 1.1 – 0.5 1.6 – 0.9 –<br />

Risk after hedging – 2.3 0.1 14.7 3.9 0.9 15.5<br />

The foreign currencies have been converted into euros at <strong>the</strong> closing<br />

rate.<br />

The USD risk relates mainly to <strong>the</strong> expected revenues in USD of Asian<br />

subsidiaries and expected purchases in USD by European subsidiaries.<br />

The GBP risk relates mainly to trade receivables and expected revenues<br />

of European subsidiaries. The EUR risk relates mainly to trade<br />

receivables and expected revenues in euros of Ten Cate Thiolon Middle<br />

East. The expected revenues form a natural hedge for <strong>the</strong> translation risk<br />

on <strong>the</strong> result of subsidiaries which report in dollars or dollar-linked<br />

currencies.<br />

The Group carries options and foreign exchange forward contracts at fair<br />

<strong>value</strong>. The fair <strong>value</strong> of options is determined on <strong>the</strong> basis of statements<br />

supplied by banks. The fair <strong>value</strong> of foreign exchange forward contracts<br />

with an underlying <strong>value</strong> below € 5.0 million is determined on <strong>the</strong> basis<br />

of statements supplied by <strong>the</strong> bank; in <strong>the</strong> case of higher amounts <strong>the</strong><br />

Group’s own calculation model is used. The fair <strong>value</strong> of <strong>the</strong> options to<br />

hedge future transactions as at 31 December 2011 amounted to<br />

€ 0.1 million (2010: € 0.1 million). This amount has been included in o<strong>the</strong>r<br />

receivables. The net fair <strong>value</strong> of <strong>the</strong> forward foreign exchange contracts<br />

was € 0.3 million (2010: – € 0.7 million). € 0.7 million of this amount has<br />

been included in o<strong>the</strong>r receivables and € 0.4 million in o<strong>the</strong>r debts<br />

(2010: € 0.7 million).<br />

50.5 Assets and liabilities stated in <strong>the</strong> balance sheet<br />

Changes in <strong>the</strong> fair <strong>value</strong> of foreign exchange forward contracts and<br />

options which are used to hedge, in an economic sense, monetary assets<br />

and liabilities denominated in foreign currencies are stated in <strong>the</strong> profit<br />

and loss account. Both changes in <strong>the</strong> fair <strong>value</strong> of forward contracts and<br />

options and <strong>the</strong> exchange rate differences relating to monetary balance<br />

sheet items are included as exchange rate differences in net financial<br />

expenses.


Fair <strong>value</strong> versus carrying <strong>value</strong><br />

The fair <strong>value</strong> and carrying <strong>value</strong> of financial assets and liabilities stated<br />

in <strong>the</strong> balance sheet are as follows:<br />

2011 2010<br />

Book <strong>value</strong> Fair <strong>value</strong> Book <strong>value</strong> Fair <strong>value</strong><br />

Assets <strong>value</strong>d at fair <strong>value</strong><br />

Interest rate derivatives to which hedge accounting is applied – – – –<br />

Long-term receivables and investments * 8.2 8.2 7.2 7.2<br />

O<strong>the</strong>r interest rate derivatives 0.2 0.2 0.2 0.2<br />

Currency derivatives 0.8 0.8 0.8 0.8<br />

9.2 9.2 8.2 8.2<br />

Assets <strong>value</strong>d at amortised cost<br />

Trade debtors and o<strong>the</strong>r receivables * 173.0 173.0 170.5 170.5<br />

Cash and cash equivalents 22.7 22.7 11.6 11.6<br />

195.7 195.7 182.1 182.1<br />

Liabilities <strong>value</strong>d at fair <strong>value</strong><br />

Interest rate swaps to which hedge accounting is applied – 5.9 – 5.9 – 4.5 – 4.5<br />

O<strong>the</strong>r interest rate derivatives – 1.0 – 1.0 – 1.0 – 1.0<br />

Currency derivatives – 0.4 – 0.4 – 0.4 – 0.4<br />

– 7.3 – 7.3 – 6.9 – 6.9<br />

Liabilities <strong>value</strong>d at amortised cost<br />

Syndicated loan – 267.4 – 267.4 – 188.8 – 188.8<br />

Financial lease liabilities – 3.2 – 3.2 – 4.3 – 4.3<br />

O<strong>the</strong>r loans – 5.4 – 5.4 – 3.5 – 3.5<br />

Trade creditors and o<strong>the</strong>r payables – 161.8 – 161.8 – 152.4 – 152.4<br />

Cash loans and overdrafts – 35.4 – 35.4 – 55.7 – 55.7<br />

– 473.2 – 473.2 – 404.7 – 404.7<br />

*<br />

Adjusted for comparison purposes.<br />

The fair <strong>value</strong> of <strong>the</strong> syndicated loan is <strong>the</strong> same as <strong>the</strong> carrying <strong>value</strong>,<br />

because it was refinanced in December 2010 and <strong>the</strong>refore has a margin<br />

consistent with market conditions.<br />

50.6 Sensitivity analyses<br />

In managing interest rate and currency risks, <strong>the</strong> Group’s aim is to limit<br />

<strong>the</strong> effect of short-term fluctuations on <strong>the</strong> Group result. In <strong>the</strong> longer<br />

term, however, sustained changes in exchange rates and interest rates<br />

will have an effect on <strong>the</strong> consolidated result.<br />

The effect of a general interest rate rise of one per cent on <strong>the</strong> pre-tax<br />

result in 2011 is estimated at – € 1.1 million (2010: – € 0.9 million).<br />

The effect of a general interest rate rise of one per cent on equity is<br />

estimated at € 5.0 million before tax (2010: € 4.1 million) due to <strong>the</strong> use<br />

of hedge accounting.<br />

Royal Ten Cate Annual Report 2011 121


OTHER INFORMATION<br />

A general rise of one percentage point in <strong>the</strong> <strong>value</strong> of <strong>the</strong> euro against<br />

o<strong>the</strong>r currencies would have reduced <strong>the</strong> result after tax by an expected<br />

€ 0.3 million (2010: € 0.4 million). A general rise of one per cent in <strong>the</strong><br />

<strong>value</strong> of <strong>the</strong> euro against o<strong>the</strong>r currencies would have reduced <strong>the</strong> equity<br />

by approximately € 2.4 million (2010: € 2.8 million.<br />

50.7 Estimate of fair <strong>value</strong><br />

Details are given below of <strong>the</strong> main methods and assumptions used in<br />

estimating <strong>the</strong> fair <strong>value</strong> of financial instruments. The fair <strong>value</strong> of<br />

foreign exchange forward contracts is calculated by discounting <strong>the</strong><br />

difference between <strong>the</strong> contractual and <strong>the</strong> current forward price,<br />

multiplied by <strong>the</strong> principal amount of <strong>the</strong> contract, for <strong>the</strong> residual term<br />

at <strong>the</strong> market interest rate. The fair <strong>value</strong> of interest rate swaps is<br />

calculated by discounting <strong>the</strong> difference between <strong>the</strong> contractual and <strong>the</strong><br />

current interest, multiplied by <strong>the</strong> principal amount of <strong>the</strong> interest rate<br />

swap, for <strong>the</strong> residual term at <strong>the</strong> market interest rate. The result is<br />

periodically checked against bank statements. Bank statements are used<br />

to determine <strong>the</strong> fair <strong>value</strong> of interest rate caps. These statements are<br />

inspected to ensure that <strong>the</strong>y are reasonable by means of techniques<br />

based on discounted cash flows based on <strong>the</strong> conditions and terms of<br />

<strong>the</strong> contract and using market interest rates for a comparable instrument<br />

as at <strong>the</strong> reporting date. The fair <strong>value</strong> of long-term debts is calculated<br />

on <strong>the</strong> basis of <strong>the</strong> discounted <strong>value</strong> of expected future cash flows from<br />

repayments and interest payments.<br />

The fair <strong>value</strong> of financial lease liabilities is estimated on <strong>the</strong> basis of<br />

<strong>the</strong> present <strong>value</strong> of future cash flows, discounted at <strong>the</strong> interest rate for<br />

similar lease agreements. In <strong>the</strong> case of trade debtors, o<strong>the</strong>r receivables,<br />

trade creditors and o<strong>the</strong>r short-term debts due within one year, <strong>the</strong><br />

nominal <strong>value</strong> is deemed to reflect <strong>the</strong> fair <strong>value</strong>. The financial<br />

instruments <strong>value</strong>d on <strong>the</strong> basis of fair <strong>value</strong> fall into category 2 as in<br />

2010: no quoted market price in an active market, with <strong>the</strong> fair <strong>value</strong><br />

being determined indirectly.<br />

122 Royal Ten Cate Annual Report 2011<br />

51 LIABILITIES NOT SHOWN IN THE BALANCE SHEET<br />

Operating lease as lessee<br />

Payments due under non-cancellable operating leases are as follows:<br />

2011 2010<br />

Less than 1 year 7.8 7.2<br />

Between 1 and 5 years 20.2 15.0<br />

More than 5 years 18.9 14.0<br />

46.9 36.2<br />

The Group leases buildings, plant, vehicles and office equipment under<br />

operating leases. The leased buildings have a term of ten to fifteen<br />

years. Lease payments are indexed annually. None of <strong>the</strong> leases include<br />

conditional lease payments. In principle <strong>the</strong> Group does not act as a<br />

lessor. The term of <strong>the</strong> o<strong>the</strong>r leases is a maximum of five years.<br />

52 INVESTMENT LIABILITIES<br />

In 2011 <strong>the</strong> Group entered into contractual liabilities for <strong>the</strong> purchase of<br />

tangible fixed assets. The amount of <strong>the</strong> liabilities as at 31 December<br />

2011, after deduction of advance payments already made during <strong>the</strong><br />

financial year, is € 3.1 million (2010: € 4.9 million).<br />

53 CONTINGENT LIABILITIES<br />

The Group has received claims for damages arising from <strong>the</strong> conduct of<br />

business. With <strong>the</strong> exception of those stated below, <strong>the</strong> claims are not<br />

deemed to be substantial and provisions have been recognised to <strong>the</strong><br />

extent necessary.<br />

A claim for damages has been made against Royal Ten Cate by United<br />

Fabrics NV, a company registered in <strong>the</strong> Ne<strong>the</strong>rlands Antilles (majority<br />

shareholder in Textielgroep Twen<strong>the</strong> NV). The claim is based on an<br />

outsourcing and management agreement from 1998 and originally<br />

amounted to € 56 million. The claim in respect of <strong>the</strong> outsourcing<br />

agreement has lapsed permanently as a result of a judgement by <strong>the</strong><br />

Supreme Court in 2006. The plaintiff was ordered to demonstrate <strong>the</strong><br />

damage suffered in respect of <strong>the</strong> management agreement. <strong>TenCate</strong> is<br />

confident with regard to <strong>the</strong> remainder of <strong>the</strong> proceedings.


In <strong>the</strong> spring of 2011, FieldTurf Tarkett (“FieldTurf”) instituted legal<br />

proceedings against <strong>TenCate</strong>. These concerned alleged deficiencies in<br />

products mostly supplied to FieldTurf by Mattex Leisure Industries in<br />

Dubai, several years before <strong>TenCate</strong> acquired part of <strong>the</strong> assets and<br />

businesses of Mattex at <strong>the</strong> beginning of 2007. <strong>TenCate</strong> denies <strong>the</strong><br />

existence of any legal basis for this claim and <strong>the</strong>refore rejects it.<br />

<strong>TenCate</strong> is confident with regard to <strong>the</strong> outcome of <strong>the</strong> legal proceedings<br />

and expects no material financial damage. In August 2011, <strong>TenCate</strong> filed<br />

a counterclaim against FieldTurf relating among o<strong>the</strong>r things to damage<br />

to <strong>the</strong> good name of <strong>TenCate</strong> and <strong>TenCate</strong> products, and to breach of<br />

contract in <strong>the</strong> period prior to <strong>TenCate</strong>’s termination of <strong>the</strong> supply<br />

contract.<br />

54 POST BALANCE SHEET EVENTS<br />

There are no events subsequent to <strong>the</strong> reporting date requiring<br />

commentary.<br />

55 RELATED PARTIES<br />

55.1 Identity of related parties<br />

Related parties concern relationships between <strong>the</strong> Group and its<br />

subsidiaries, associated companies and o<strong>the</strong>r participating interests,<br />

joint ventures, <strong>the</strong> <strong>TenCate</strong> pension fund and <strong>the</strong> members of <strong>the</strong><br />

Executive and Supervisory Boards.<br />

55.2 Directors’ remuneration<br />

The remuneration of <strong>the</strong> members of <strong>the</strong> Executive Board was as follows:<br />

L. de Vries B. Cornelese<br />

1<br />

J. Lock<br />

2<br />

in thousands of euros 2011 2010 2009 2011 2011 2010 2009<br />

Periodic remuneration 659 613 576 270 120 300 225<br />

Results-related pay for <strong>the</strong> previous year 307 230 279 – 117 68 –<br />

Pension costs 698 189 986 63 44 85 32<br />

Early Retirement (Pre-pension and Life Course Savings) Act 140 58 110 – – – –<br />

Jubilee payment – 51 – – – – –<br />

Shares 260 _ _ – – – –<br />

Option costs 375 338 369 – 77 169 85<br />

2,439 1,479 2,320 333 358 622 342<br />

1) From 1 April 2011.<br />

2) 2009: From 1 April 2009.<br />

2011: To 21 April 2011.<br />

The fixed periodic remuneration paid to Mr De Vries was increased by<br />

10% with effect from 1 April 2011. Mr De Vries has a final-salary<br />

pension plan. The pension costs for Mr De Vries included <strong>the</strong> sum of<br />

€ 482,000 in respect of a back-service liability in 2011 (2010: 0, 2009:<br />

€ 801,000).<br />

Mr De Vries’ results-related pay amounts to a maximum of 50% of <strong>the</strong><br />

fixed annual salary. In 2011, Mr De Vries received a variable salary<br />

component in respect of 2010 amounting to 50% of <strong>the</strong> fixed annual<br />

salary.<br />

Mr Lock was awarded a € 20,000 increment in his periodic remuneration<br />

for <strong>the</strong> period from January to April 2011 inclusive. Mr Lock’s variable<br />

salary component is a maximum of 40% of <strong>the</strong> fixed salary. In 2011,<br />

Mr Lock received 39% as variable remuneration in respect of 2010.<br />

Mr Cornelese’s variable salary component is a maximum of 40% of <strong>the</strong><br />

fixed salary.<br />

As at 31 December 2011 Mr De Vries held 203,160 shares in <strong>the</strong><br />

Company (31 December 2010: 176,901 shares) and 360,000 options<br />

(31 December 2010: 350,000 options). In 2011 Mr De Vries was granted<br />

60,000 options at an exercise price of € 27.38 and 10,000 shares with a<br />

<strong>value</strong> of € 26.00 per share. Mr Cornelese held 718 shares of <strong>the</strong><br />

Company and no options as at 31 December 2011. In 2011 Mr Lock was<br />

granted 40,000 options at an exercise price of € 27.38. Mr Lock held<br />

4,453 shares in <strong>the</strong> Company and 94,000 options at <strong>the</strong> end of 2010.<br />

Mr De Vries is participating in <strong>the</strong> Group’s share option plan. The costs of<br />

Royal Ten Cate Annual Report 2011 123


OTHER INFORMATION<br />

<strong>the</strong> options are charged to <strong>the</strong> result in three years. Fur<strong>the</strong>r information<br />

can be found in note 66.<br />

The remuneration of <strong>the</strong> members of <strong>the</strong> Supervisory Board was as<br />

follows:<br />

in euros<br />

124 Royal Ten Cate Annual Report 2011<br />

2011 2010<br />

J.C.M. Hovers – Chairman 1, 2 50,000 39,972<br />

P.P.A.I. Deiters – Vice-Chairman 2 35,000 30,492<br />

F.A. van Vught 2 * 35,000 25,008<br />

E. ten Cate 1 * 35,000 25,008<br />

R. van Gelder 1,3 32,500 22,869<br />

187,500 143,349<br />

1<br />

Member of <strong>the</strong> Financial Committee.<br />

2 Member of <strong>the</strong> combined Remuneration, Selection and Appointments Committee.<br />

3<br />

*<br />

As of 8 April 2010.<br />

Chairman.<br />

Mr Deiters received additional remuneration amounting to US$ 15,000 in<br />

2010 and 2011 in respect of his supervisory directorship in Ten Cate<br />

Thiolon Middle East in Dubai. The members of <strong>the</strong> Supervisory Board<br />

held no shares or option rights of Royal Ten Cate at <strong>the</strong> end of 2011.<br />

55.3 Transactions with associated companies, o<strong>the</strong>r participating<br />

interests and joint ventures<br />

During <strong>the</strong> 2011 financial year, associated companies, o<strong>the</strong>r (nonconsolidated)<br />

participating interests and joint ventures purchased goods<br />

from <strong>the</strong> Group amounting to € 14.8 million (2010: € 19.2 million). As<br />

at 31 December 2011 <strong>the</strong> outstanding trade receivables due to <strong>the</strong><br />

Group from associated companies amounted to € 1.5 million (2010:<br />

€ 3.9 million) and from joint ventures € 2.2 million (2010: € 0.2 million).<br />

The Group has € 0.1 million of outstanding trade accounts payable to<br />

associated companies and joint ventures (2010: € 0.1 million).<br />

Transactions with associated companies, o<strong>the</strong>r participating interests<br />

and joint ventures take place on an objective, business basis.<br />

55.4 Subsidiaries<br />

A list of (significant) subsidiaries and participating interests can be<br />

found inside <strong>the</strong> back cover of this report.<br />

56 ESTIMATES AND JUDGMENTS MADE<br />

BY THE MANAGEMENT<br />

The Executive Board has conducted discussions with <strong>the</strong> Financial<br />

Committee on <strong>the</strong> critical principles for <strong>the</strong> financial reporting and<br />

estimates, as well as <strong>the</strong> application of such principles and estimates.<br />

Information on assumptions and uncertainties regarding estimates which<br />

entail a substantial risk of a material adjustment in <strong>the</strong> subsequent<br />

financial year is included in <strong>the</strong> following notes:<br />

◾ With regard to <strong>the</strong> pensions, <strong>the</strong> main actuarial assumptions are<br />

stated in note 48.<br />

◾ With regard to guarantees and claims, provisions have been formed<br />

whenever <strong>the</strong>re is an actual liability or it is likely that an outflow of<br />

funds will be necessary. The result of this is stated in note 49.<br />

◾ With regard to impairments in <strong>the</strong> case of loss-making companies,<br />

an examination has been carried out to determine whe<strong>the</strong>r <strong>the</strong><br />

realisable <strong>value</strong> of any cash generating unit was lower than <strong>the</strong><br />

carrying <strong>value</strong>. This was not <strong>the</strong> case in 2011 and 2010. Future<br />

detrimental changes in <strong>the</strong> estimate as a result of changed<br />

assumptions may lead to <strong>the</strong> realisable <strong>value</strong> falling below <strong>the</strong><br />

carrying <strong>value</strong>. See note 37.2.<br />

◾ Estimates with regard to <strong>the</strong> use of tax losses are included in note 40.


Company financial statements<br />

57 COMPANY PROFIT AND LOSS ACCOUNT<br />

In millions of euros note 2011 2010<br />

Result from participating interests after profit tax 59 57.4 46.6<br />

O<strong>the</strong>r results after profit tax 1.3 – 0.6<br />

NET INCOME 58.7 46.0<br />

58 COMPANY BALANCE SHEET (BEFORE APPROPRIATION OF THE RESULT)<br />

In millions of euros 31 december<br />

2011<br />

FINANCIAL FIXED ASSETS 59<br />

31 december<br />

2010<br />

Participating interests in subsidiaries 680.0 672.6<br />

Loans to subsidiaries 104.6 83.4<br />

Deferred profit tax assets 14.4 13.5<br />

Total fixed assets 799.0 769.5<br />

CURRENT ASSETS<br />

Due from subsidiaries 1.1 1.5<br />

O<strong>the</strong>r receivables 1.9 0.4<br />

Cash and cash equivalents 1.2 3.1<br />

Total current assets 4.2 5.0<br />

TOTAL ASSETS 803.2 774.5<br />

EQUITY<br />

Share capital 61 64.8 63.8<br />

Share premium reserve 63 44.8 45.8<br />

Legal reserve 64 5.8 2.5<br />

O<strong>the</strong>r reserves 65 291.7 273.8<br />

Undistributed result 58.7 46.0<br />

465.8 431.9<br />

PROVISIONS 67 1.1 1.6<br />

LONG-TERM LIABILITIES 68 273.1 192.4<br />

SHORT-TERM LIABILITIES 69 63.2 148.6<br />

TOTAL EQUITY AND LIABILITIES 803.2 774.5<br />

Royal Ten Cate Annual Report 2011 125


Notes to <strong>the</strong> company financial statements<br />

General<br />

Accounting policies<br />

The parent company financial statements of Royal Ten Cate form an<br />

inseparable whole with <strong>the</strong> 2011 financial statements of Royal Ten Cate<br />

and have been prepared in accordance with <strong>the</strong> statutory requirements<br />

of Part 9 of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code. In determining <strong>the</strong><br />

accounting policies for its parent company financial statements, Royal<br />

Ten Cate uses <strong>the</strong> option available under article 2.362 paragraph 8 of <strong>the</strong><br />

Ne<strong>the</strong>rlands Civil Code. This means that <strong>the</strong> accounting principles for <strong>the</strong><br />

parent company financial statements of Royal Ten Cate are <strong>the</strong> same as<br />

those applying to <strong>the</strong> consolidated financial statements. Participating<br />

interests over which significant influence is exercised are <strong>value</strong>d in<br />

accordance with <strong>the</strong> equity method. The consolidated financial<br />

statements have been prepared in accordance with <strong>the</strong> standards set by<br />

<strong>the</strong> International Accounting Standards Board and adopted by <strong>the</strong><br />

European Union. A description of <strong>the</strong>se standards can be found in <strong>the</strong><br />

accounting policies applicable to <strong>the</strong> consolidated financial statements.<br />

The share in <strong>the</strong> results of associated companies includes <strong>the</strong> share of<br />

Royal Ten Cate in <strong>the</strong> results of <strong>the</strong>se companies. Results from<br />

transactions involving a transfer of assets and liabilities between Royal<br />

Ten Cate and its participating interests and between individual<br />

participating interests are not included to <strong>the</strong> extent that <strong>the</strong>y can be<br />

considered to be unrealised.<br />

59 FINANCIAL FIXED ASSETS<br />

126 Royal Ten Cate Annual Report 2011<br />

Royal Ten Cate is at <strong>the</strong> head of <strong>the</strong> Group and has capital interests in<br />

<strong>the</strong> subsidiaries stated on <strong>the</strong> cover.<br />

60 EQUITY<br />

The equity in <strong>the</strong> parent company financial statements corresponds to<br />

<strong>the</strong> equity in <strong>the</strong> consolidated financial statements. A statement of<br />

changes in equity can be found on page 84.<br />

61 CALLED AND PAID-UP CAPITAL 2011 2010<br />

Authorised share capital 200.0 200.0<br />

Of which not issued 135.2 136.2<br />

64.8 63.8<br />

Interest in<br />

subsidiaries<br />

Loans to<br />

subsidiaries<br />

Deferred<br />

profit tax<br />

receivables Total<br />

Balance as at 1 January 672.6 83.4 13.5 769.5<br />

Effect of change of accounting policy 6.6 – – 6.6<br />

Adjusted balance as at 1 January 679.2 83.4 13.5 776.1<br />

Investments/capital contributions – 12.7 – – – 12.7<br />

Actuarial results of pensions – 15.1 – – – 15.1<br />

Translation differences 3.7 1.2 – 4.9<br />

Loans granted – 88.2 – 88.2<br />

Repayment of loans – – 68.2 – – 68.2<br />

Results of participating interests 57.4 – – 57.4<br />

Dividend of participating interests – 32.5 – – – 32.5<br />

Change in deferred tax – – 0.9 0.9<br />

Balance as at 31 December 680.0 104.6 14.4 799.0


62 ORDINARY SHARES 2011 2010<br />

The authorised share capital consists of:<br />

80,000,000 ordinary shares of € 2.50 200.0 200.0<br />

Issued share capital<br />

Balance as at 1 January 2011 2010<br />

Ordinary shares 25,501,907 and 25,067,580 63.8 62.7<br />

Issued stock dividend 427,007 and 434,327 1.0 1.1<br />

Balance as at 31 December 64.8 63.8<br />

63 SHARE PREMIUM RESERVE 2011 2010<br />

Balance as at 1 January 45.8 46.9<br />

Issued stock dividend – 1.0 – 1.1<br />

Balance as at 31 December 44.8 45.8<br />

The share premium reserve is available for distribution to shareholders.<br />

64 LEGAL RESERVES<br />

64.1 Translation differences 2011 2010<br />

Balance as at 1 January 3.3 – 15.3<br />

Change 3.7 18.6<br />

Balance as at 31 December 7.0 3.3<br />

64.2 Hedging reserve 2011 2010<br />

Balance as at 1 January – 3.6 – 0.2<br />

Change – 0.9 – 3.4<br />

Balance as at 31 December – 4.5 – 3.6<br />

64.3 O<strong>the</strong>r legal reserves 2011 2010<br />

Balance as at 1 January 2.8 4.4<br />

Transfer from O<strong>the</strong>r reserves 0.5 – 1.6<br />

Balance as at 31 December 3.3 2.8<br />

The O<strong>the</strong>r legal reserves concern capitalised development costs,<br />

undistributable reserves of subsidiaries and <strong>the</strong> hedging reserve.<br />

Balance of legal reserve<br />

as at 31 December 5.8 2.5<br />

65 OTHER RESERVES 2011 2010<br />

Balance as at 1 January 258.4<br />

Effect of change of accounting policy 10.4<br />

Adjusted balance as at 1 January 280.4 268.8<br />

Actuarial gains and losses on pensions – 14.1 – 3.8<br />

Transfer to O<strong>the</strong>r legal reserves – 0.5 1.6<br />

Added from 2010 / 2009 result 39.7 18.0<br />

Share and option plans 1.9 1.4<br />

Repurchase of own shares<br />

Issue of repurchased shares for share savings<br />

– 7.6 –<br />

plan/option plan 2.4 1.3<br />

Acquisition of non-controlling interest – 10.5 – 6.9<br />

Balance as at 31 December 291.7 280.4<br />

Royal Ten Cate Annual Report 2011 127


NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />

66 OPTION PLAN<br />

Royal Ten Cate operates a stock option plan for <strong>the</strong> management,<br />

established by <strong>the</strong> Supervisory Board. The maximum possible account<br />

has been taken of <strong>the</strong> recommendations of VNO-NCW and <strong>the</strong> Dutch<br />

Investors’ Association (VEB). Those eligible for options are members of<br />

<strong>the</strong> Executive Board, <strong>the</strong> corporate and group directors and a number of<br />

managers. The implementation of <strong>the</strong> share option plan is supervised by<br />

<strong>the</strong> compliance officer.<br />

The options are granted on a conditional basis. During <strong>the</strong> vesting<br />

period, a performance condition must be fulfilled. This condition is that<br />

<strong>the</strong> earnings per share, adjusted to take account of non-recurring items,<br />

over <strong>the</strong> past three, four or five years must have increased on average by<br />

at least a percentage equal to inflation plus 3% per year. If this<br />

performance condition has been fulfilled, <strong>the</strong> options become<br />

unconditional and may be exercised, unless restrictions have been<br />

imposed by <strong>the</strong> Ne<strong>the</strong>rlands Authority for <strong>the</strong> Financial Markets. The<br />

total term of <strong>the</strong> options is six to ten years. The exercise period is three<br />

to five years. The vesting period is three to a maximum of five years.<br />

The option exercise price is equivalent to <strong>the</strong> average price of <strong>the</strong> Royal<br />

Ten Cate share on Euronext Amsterdam nv on <strong>the</strong> five stock exchange<br />

trading days following publication of <strong>the</strong> annual figures. Each granted<br />

option right lapses on early termination of employment.<br />

In principle options amounting to approximately 1.5% of <strong>the</strong> total number<br />

of shares outstanding will be granted in any one year. The exercise of<br />

options is subject to <strong>the</strong> restrictions laid down in <strong>the</strong> Securities<br />

Transactions Supervision Act.<br />

66.1 Granting of options in 2012<br />

On 28 February 2012 it was intended to grant 309,500 conditional<br />

options at <strong>the</strong> average market price during <strong>the</strong> five stock exchange<br />

trading days following publication of <strong>the</strong> annual results on 29 February<br />

2012. The distribution is as follows:<br />

28-02-2012<br />

*<br />

01-03-2011<br />

**<br />

Members of <strong>the</strong> Executive Board 100,000 100,000<br />

Management and management support staff 209,500 206,000<br />

309,500 306,000<br />

*<br />

Provisional.<br />

**<br />

Final.<br />

128 Royal Ten Cate Annual Report 2011


66.2 Statement of movements in options of <strong>the</strong> Executive Board<br />

in 2011<br />

L. de Vries<br />

Issued on Term until<br />

Number<br />

of options<br />

Exercise<br />

price<br />

Exercised/<br />

lapsed<br />

to 2010<br />

Exercised<br />

in 2011<br />

Lapsed<br />

in 2011<br />

Outstanding<br />

31-12-2011<br />

Exercisable<br />

31-12-2011<br />

25-02-2003 25-02-2011 40,000 6.18 40,000 – – – –<br />

25-02-2004 25-02-2012 40,000 10.29 40,000 – – – –<br />

22-02-2005 22-02-2013 50,000 15.17 – 50,000 – – –<br />

01-03-2006 01-03-2014 60,000 23.63 – – – 60,000 60,000<br />

28-02-2007 28-02-2015 60,000 25.77 – – – 60,000 60,000<br />

05-03-2008 05-03-2016 60,000 22.50 – – – 60,000 60,000<br />

03-03-2009 03-03-2019 60,000 11.70 – – – 60,000 –<br />

03-03-2010 03-03-2020 60,000 18.96 – – – 60,000 –<br />

01-03-2011 01-03-2021 60,000 27.38 – – – 60,000 –<br />

490,000 80,000 50,000 – 360,000 180,000<br />

28-02-2012 28-02-2022 60,000<br />

B. Cornelese<br />

Issued on<br />

28-02-2012 28-02-2022 30,000<br />

J. Lock<br />

Issued on Term until<br />

Number<br />

of options<br />

Exercise<br />

price<br />

Exercised/<br />

lapsed<br />

to 2010<br />

Exercised<br />

in 2011<br />

Lapsed<br />

in 2011<br />

Outstanding<br />

31-12-2011<br />

Exercisable<br />

31-12-2011<br />

25-02-2003 25-02-2011 – 6.18 – – – – –<br />

25-02-2004 25-02-2012 4,000 10.29 4,000 – – – –<br />

22-02-2005 22-02-2013 12,000 15.17 – – – 12,000 12,000<br />

01-03-2006 01-03-2014 16,000 23.63 – – – 16,000 16,000<br />

28-02-2007 28-02-2015 16,000 25.77 – – – 16,000 16,000<br />

05-03-2008 05-03-2016 20,000 22.50 – – – 20,000 20,000<br />

03-03-2009 03-03-2019 – 11.70 – – – – –<br />

03-03-2010 03-03-2020 30,000 18.96 – – – 30,000 –<br />

01-03-2011 01-03-2021 40,000 27.38 – – – 40,000 –<br />

138,000 4,000 – – 134,000 64,000<br />

28-02-2012 28-02-2022 10,000<br />

50,000 options were exercised in 2011 (2010: 44,000). The share price on<br />

<strong>the</strong> exercise date was € 28.60 (2010: € 17.58).<br />

In February 2012 it was intended to grant 60,000 options to Mr De Vries,<br />

30,000 options to Mr Cornelese and 10,000 options to Mr Lock.<br />

40,000 options in <strong>the</strong> 2009 series are reserved for outstanding<br />

performance, a decision on which will be taken in due course. These<br />

options are not included in <strong>the</strong> above statements.<br />

Royal Ten Cate Annual Report 2011 129


NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />

66.3 Statement of movements in options of management and<br />

management support staff in 2011<br />

Issued on Term until<br />

130 Royal Ten Cate Annual Report 2011<br />

Number<br />

of options<br />

Exercise<br />

price<br />

Exercised/<br />

lapsed<br />

to 2010<br />

Exercised<br />

in 2011<br />

Lapsed<br />

in 2011<br />

Outstanding<br />

31-12-2011<br />

Exercisable<br />

31-12-2011<br />

25-02-2003 25-02-2011 48,200 6.18 47,000 1,200 – – –<br />

25-02-2004 25-02-2012 51,600 10.29 43,998 3,600 – 4,002 4,002<br />

22-02-2005 22-02-2013 90,400 15.17 51,400 7,600 – 31,400 31,400<br />

01-03-2006 01-03-2014 125,200 23.63 37,800 12,600 – 74,800 74,800<br />

28-02-2007 28-02-2015 129,000 25.77 28,000 23,500 – 77,500 77,500<br />

05-03-2008 05-03-2016 187,000 22.50 63,000 11,000 2,500 110,500 110,500<br />

03-03-2009 03-03-2019 176,250 11.70 12,000 – 2,750 161,500 –<br />

03-03-2010 03-03-2020 196,500 18.96 – – 11,500 185,000 –<br />

01-03-2011 01-03-2021 206,000 27.38 – – 10,000 196,000 –<br />

1,210,150 283,198 59,500 26,750 840,702 298,202<br />

28-02-2012 28-02-2022 209,500<br />

66.4 Complete statement of movements in options in 2011<br />

Issued on Term until<br />

Number<br />

of options<br />

Exercise<br />

price<br />

Exercised/<br />

lapsed<br />

to 2010<br />

Exercised<br />

in 2011<br />

Lapsed<br />

in 2011<br />

Outstanding<br />

31-12-2011<br />

Exercisable<br />

31-12-2011<br />

25-02-2003 25-02-2011 88,200 6.18 87,000 1,200 – – –<br />

25-02-2004 25-02-2012 95,600 10.29 87,998 3,600 – 4,002 4,002<br />

22-02-2005 22-02-2013 152,400 15.17 51,400 57,600 – 43,400 43,400<br />

01-03-2006 01-03-2014 201,200 23.63 37,800 12,600 – 150,800 150,800<br />

28-02-2007 28-02-2015 205,000 25.77 28,000 23,500 – 153,500 153,500<br />

05-03-2008 05-03-2016 267,000 22.50 63,000 11,000 2,500 190,500 190,500<br />

03-03-2009 03-03-2019 276,250 11.70 12,000 – 2,750 261,500 –<br />

03-03-2010 03-03-2020 286,500 18.96 – – 11,500 275,000 –<br />

01-03-2011 01-03-2021 306,000 27.38 – – 10,000 296,000 –<br />

1,878,150 367,198 109,500 26,750 1,374,702 542,202<br />

28-02-2012 28-02-2022 309,500


109,500 options were exercised in 2011 (2010: 84,200). The weighted<br />

average share price on <strong>the</strong> exercise date for share options exercised in<br />

2011 was € 28.99 (€ 21.69).<br />

The fair <strong>value</strong> of <strong>the</strong> share-based payment plans on <strong>the</strong> grant date has<br />

been determined on <strong>the</strong> basis of <strong>the</strong> following input:<br />

2011 2010<br />

Fair <strong>value</strong> on grant date<br />

Price on grant date (15-day average) € 27.12 € 18.27<br />

Exercise price € 27.38 € 18.96<br />

Expected volatility 39.3% 36.9%<br />

Option term 8 jaar 8 jaar<br />

Expected dividend yield 3.00% 2.65%<br />

Risk-free interest rate 2.93% 3.13%<br />

66.5 Share savings plan<br />

All employees in <strong>the</strong> Ne<strong>the</strong>rlands have been given <strong>the</strong> possibility of<br />

participating in <strong>the</strong> share savings plan. The maximum amount per<br />

participant in 2011 was € 1,226 (2010: € 1,226).<br />

The following savings were accumulated <strong>through</strong> this plan:<br />

In 2011: 1,855 (2010: 3,936) shares<br />

Up to 2011: 63,701 (2010: 61,846) shares<br />

66.6 Repurchased shares<br />

In principle <strong>the</strong> Company will repurchase shares in order to prevent any<br />

dilution of earnings per share caused by <strong>the</strong> granting of options.<br />

(number of shares)<br />

2011 2010<br />

Balance as at 1 January 433,256 521,392<br />

Repurchase of own shares 308,820 –<br />

Issued in respect of options – 109,500 – 84,200<br />

Issued in respect of share savings plan – 1,855 – 3,936<br />

Director’s remuneration – 10,000 –<br />

Exchange of physical securities – 400 –<br />

Balance as at 31 December 620,321 433,256<br />

67 PROVISIONS 2011 2010<br />

Guarantees and claims 1.0 1.6<br />

O<strong>the</strong>r items 0.1 –<br />

Balance of provisions as at 31 December 1.1 1.6<br />

The term of <strong>the</strong> provisions exceeds one year.<br />

68 LONG-TERM LIABILITIES 2011 2010<br />

Syndicated loan 267.4 188.8<br />

Loans from subsidiaries 5.7 3.6<br />

Balance as at 31 December 273.1 192.4<br />

The conditions of <strong>the</strong> syndicated loan can be found in note 47 in <strong>the</strong><br />

notes to <strong>the</strong> consolidated balance sheet.<br />

69 SHORT-TERM LIABILITIES 2011 2010<br />

Cash loans, overdrafts 53.6 139.1<br />

Owed to consolidated subsidiaries 2.4 1.1<br />

Trade creditors and o<strong>the</strong>r payables 7.2 8.4<br />

Balance as at 31 December 63.2 148.6<br />

The short-term liabilities are due in less than one year.<br />

Royal Ten Cate Annual Report 2011 131


NOTES TO THE COMPANY FINANCIAL STATEMENTS<br />

70 AUDITOR’S FEES<br />

The following fees of KPMG Accountants N.V. and <strong>the</strong> o<strong>the</strong>r entities<br />

affiliated to <strong>the</strong> KPMG network have been charged to <strong>the</strong> Group, in<br />

accordance with article 382a Part 9 of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil<br />

Code.<br />

Fees 2011 2010<br />

in thousands of euros<br />

Examination of <strong>the</strong> financial statements 830 790<br />

O<strong>the</strong>r audit assignments 270 320<br />

O<strong>the</strong>r non-audit services 200 340<br />

Total 1,300 1,450<br />

71 LIABILITIES NOT SHOWN IN THE BALANCE SHEET<br />

The Company has issued a declaration of liability in accordance with<br />

article 403 of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code on behalf of its Dutch<br />

subsidiaries.<br />

The Company forms a tax group toge<strong>the</strong>r with <strong>the</strong> majority of <strong>the</strong> Dutch<br />

subsidiaries for corporation and sales tax. Each of <strong>the</strong>se subsidiaries is<br />

severally liable for <strong>the</strong> tax payable by all <strong>the</strong> companies included in <strong>the</strong><br />

tax group. We also refer to <strong>the</strong> notes in <strong>the</strong> section 53 concerning<br />

contingent liabilities. Guarantees have also been issued for a number of<br />

foreign subsidiaries.<br />

Almelo, 28 February 2012<br />

Executive Board<br />

L. de Vries, Chairman<br />

B.J.H. Cornelese<br />

Supervisory Board<br />

J.C.M. Hovers, Chairman<br />

P.P.A.I. Deiters, Vice-Chairman<br />

F.A. van Vught<br />

E. ten Cate<br />

R. van Gelder<br />

132 Royal Ten Cate Annual Report 2011


O<strong>the</strong>r information<br />

INDEPENDENT AUDITOR’S REPORT<br />

To <strong>the</strong> General Meeting of Shareholders of Royal Ten Cate<br />

Report on <strong>the</strong> financial statements<br />

We have audited <strong>the</strong> accompanying financial statements 2011 of Royal<br />

<strong>TenCate</strong>, Almelo as set out on pages 76 to 132 of this report.<br />

The financial statements include <strong>the</strong> consolidated financial statements<br />

and <strong>the</strong> company financial statements. The consolidated financial<br />

statements comprise <strong>the</strong> consolidated balance sheet as at 31 December<br />

2011, <strong>the</strong> consolidated profit and loss account, <strong>the</strong> consolidated<br />

statement of comprehensive income, <strong>the</strong> consolidated cash flow<br />

statement and <strong>the</strong> consolidated statement of changes in group equity for<br />

<strong>the</strong> year <strong>the</strong>n ended, and notes, comprising a summary of <strong>the</strong> significant<br />

accounting policies and o<strong>the</strong>r explanatory information. The company<br />

financial statements comprise <strong>the</strong> company balance sheet as at<br />

31 December 2011, <strong>the</strong> company profit and loss account for <strong>the</strong> year <strong>the</strong>n<br />

ended and <strong>the</strong> notes, comprising a summary of <strong>the</strong> accounting policies<br />

and o<strong>the</strong>r explanatory information.<br />

Management’s responsibility<br />

Management is responsible for <strong>the</strong> preparation and fair presentation of<br />

<strong>the</strong> financial statements in accordance with International Financial<br />

Reporting Standards as adopted by <strong>the</strong> European Union and with Part 9<br />

of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code, and for <strong>the</strong> preparation of <strong>the</strong><br />

management board report in accordance with Part 9 of Book 2 of <strong>the</strong><br />

Ne<strong>the</strong>rlands Civil Code. Fur<strong>the</strong>rmore, management is responsible for<br />

such internal control as it determines is necessary to enable <strong>the</strong><br />

preparation of <strong>the</strong> financial statements that are free from material<br />

misstatement, whe<strong>the</strong>r due to fraud or error.<br />

Auditor’s responsibility<br />

Our responsibility is to express an opinion on <strong>the</strong>se financial statements<br />

based on our audit. We conducted our audit in accordance with Dutch<br />

law, including <strong>the</strong> Dutch Standards on Auditing. This requires that we<br />

comply with ethical requirements and plan and perform <strong>the</strong> audit to<br />

obtain reasonable assurance about whe<strong>the</strong>r <strong>the</strong> financial statements are<br />

free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about<br />

<strong>the</strong> amounts and disclosures in <strong>the</strong> financial statements. The procedures<br />

selected depend on <strong>the</strong> auditor’s judgment, including <strong>the</strong> assessment of<br />

<strong>the</strong> risks of material misstatement of <strong>the</strong> financial statements, whe<strong>the</strong>r<br />

due to fraud or error. In making those risk assessments, <strong>the</strong> auditor<br />

considers internal control relevant to <strong>the</strong> entity’s preparation and fair<br />

presentation of <strong>the</strong> financial statements in order to design audit<br />

procedures that are appropriate in <strong>the</strong> circumstances, but not for <strong>the</strong><br />

purpose of expressing an opinion on <strong>the</strong> effectiveness of <strong>the</strong> entity’s<br />

internal control. An audit also includes evaluating <strong>the</strong> appropriateness of<br />

accounting policies used and <strong>the</strong> reasonableness of accounting<br />

estimates made by management, as well as evaluating <strong>the</strong> overall<br />

presentation of <strong>the</strong> financial statements.<br />

We believe that <strong>the</strong> audit evidence we have obtained is sufficient and<br />

appropriate to provide a basis for our audit opinion.<br />

Opinion with respect to <strong>the</strong> consolidated financial statements<br />

In our opinion, <strong>the</strong> consolidated financial statements give a true and fair<br />

view of <strong>the</strong> financial position of Royal <strong>TenCate</strong> as at 31 December 2011<br />

and of its result and its cash flows for <strong>the</strong> year <strong>the</strong>n ended in accordance<br />

with International Financial Reporting Standards as adopted by <strong>the</strong><br />

European Union and with Part 9 of Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code.<br />

Opinion with respect to <strong>the</strong> company financial statements<br />

In our opinion, <strong>the</strong> company financial statements give a true and fair<br />

view of <strong>the</strong> financial position of Royal <strong>TenCate</strong> as at 31 December 2011<br />

and of its result for <strong>the</strong> year <strong>the</strong>n ended in accordance with Part 9 of<br />

Book 2 of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code.<br />

Report on o<strong>the</strong>r legal and regulatory requirements<br />

Pursuant to <strong>the</strong> legal requirements under Section 2:393 sub 5 at e and f<br />

of <strong>the</strong> Ne<strong>the</strong>rlands Civil Code, we have no deficiencies to report as a<br />

result of our examination whe<strong>the</strong>r <strong>the</strong> management board report, to <strong>the</strong><br />

extent we can assess, has been prepared in accordance with Part 9 of<br />

Book 2 of this Code, and if <strong>the</strong> information as required under Section<br />

2:392 sub 1 at b – h has been annexed. Fur<strong>the</strong>r, we report that <strong>the</strong><br />

management board report, to <strong>the</strong> extent we can assess, is consistent<br />

with <strong>the</strong> financial statements as required by Section 2:391 sub 4 of <strong>the</strong><br />

Ne<strong>the</strong>rlands Civil Code.<br />

Amstelveen, 28 February 2012<br />

KPMG ACCOUNTANTS N.V.<br />

T. van der Heijden RA<br />

Royal Ten Cate Annual Report 2011 133


OTHER INFORMATION<br />

POST BALANCE SHEET EVENTS<br />

There are no events subsequent to <strong>the</strong> reporting date requiring<br />

commentary.<br />

PROVISIONS OF THE ARTICLES OF ASSOCIATION RELATING TO<br />

APPROPRIATION OF PROFIT<br />

(Article 27)<br />

General<br />

The authorised capital is divided into ordinary shares.<br />

Summary of <strong>the</strong> provisions of <strong>the</strong> articles of association<br />

1. Profit distributions may only take place to <strong>the</strong> extent that <strong>the</strong> equity<br />

of <strong>the</strong> Company exceeds <strong>the</strong> paid and called-up part of <strong>the</strong> issued<br />

capital plus <strong>the</strong> reserves which must be held by law.<br />

PROPOSED APPROPRIATION OF PROFIT<br />

in millions of euros 2011 2010<br />

Net income 58.7 46.0<br />

Added to o<strong>the</strong>r reserves in accordance with article 27, paragraph 2 of <strong>the</strong> articles of association – 34.5 – 28.5<br />

134 Royal Ten Cate Annual Report 2011<br />

2. With <strong>the</strong> approval of <strong>the</strong> Supervisory Board, <strong>the</strong> Executive<br />

Board is authorised to determine <strong>the</strong> part of <strong>the</strong> profit that<br />

will be reserved.<br />

3. The sum remaining from <strong>the</strong> profit after <strong>the</strong> reservation in<br />

accordance with paragraph 2 is at <strong>the</strong> disposal of <strong>the</strong><br />

general meeting of shareholders.<br />

4. Shares held by <strong>the</strong> Company in its own capital are not taken<br />

into account in calculating <strong>the</strong> appropriation of profit.<br />

5. The dividend payable shall be made payable no later than 30<br />

days after adoption of <strong>the</strong> financial statements by <strong>the</strong><br />

general meeting of shareholders. It shall be made payable<br />

only to <strong>the</strong> authorised persons in whose name <strong>the</strong> shares are<br />

held. Such payments shall discharge <strong>the</strong> Company.<br />

6. A shareholder’s claim for payment shall be time-barred after<br />

a period of five years has elapsed.<br />

24.2 17.5<br />

Net change in <strong>the</strong> legal reserves – 0.5 1.6<br />

23.7 19.1<br />

Undistributed dividend balance from previous year 0.3 0.0<br />

24.0 19.1<br />

Payment of €0.95 and €0.75 dividend to holders of ordinary shares in accordance with article 27 paragraph 3<br />

of <strong>the</strong> articles of association – 24.0 – 18.8<br />

Undistributed dividend balance at year-end, which is transferred to <strong>the</strong> relevant account – 0.3


Ten-year summary<br />

In millions of euros, unless stated o<strong>the</strong>rwise<br />

Figures based on IFRS<br />

Figures based on<br />

Dutch GAAP<br />

2011 2010 2009 2008 2007 2006 2005 2004 2003 2002<br />

CONSOLIDATED<br />

PROFIT AND LOSS ACCOUNT<br />

Revenues<br />

Changes in inventories of finished products and<br />

1,138.8 984.5 842.1 1,032.6 886.0 770.5 686.5 641.0 569.6 602.1<br />

work in progress – 17.1 – 17.8 29.8 – 18.0 – 11.7 – 4.8 0.5 – 12.6 – 2.6 – 2.4<br />

Raw materials and manufacturing supplies 586.3 501.1 391.6 562.0 463.6 402.2 353.8 332.1 280.7 289.9<br />

Work contracted out and o<strong>the</strong>r external expenses 99.5 73.9 63.1 60.7 54.9 34.7 29.3 29.5 28.8 36.4<br />

Personnel costs 205.2 188.0 173.0 190.3 178.3 171.2 161.6 159.7 142.9 151.3<br />

O<strong>the</strong>r operating costs 127.4 119.8 109.2 111.5 98.8 94.0 83.5 78.5 71.5 79.0<br />

Depreciation and impairment 35.0 34.5 33.9 30.7 29.1 22.1 18.6 18.9 18.5 22.9<br />

EBITA 102.5 85.0 41.5 95.4 73.0 51.1 39.2 34.9 29.8 25.0<br />

Amortisation 12.9 10.4 8.8 11.6 3.6 1.0 0.7 0.3 1.1 1.1<br />

OPERATING RESULT (EBIT) 89.6 74.6 32.7 83.8 69.4 50.1 38.5 34.6 28.7 23.9<br />

Net financial expenses – 11.3 – 10.0 – 12.7 – 13.7 – 11.3 – 8.0 – 4.6 – 6 . 8 – 7 . 0 – 12.0<br />

PRE-TAX INCOME 78.3 64.6 20.0 70.1 58.1 42.1 33.9 27.8 21.7 11.9<br />

Profit tax<br />

RESULT AFTER TAX BUT BEFORE RESULT<br />

– 18.7 – 17.9 – 5.6 – 19.1 – 11.9 – 11.4 – 11.5 – 9 . 2 – 5.3 1.7<br />

FROM PARTICIPATING INTERESTS 59.6 46.7 14.4 51.0 46.2 30.7 22.4 18.6 16.4 13.6<br />

Share in net income of associated companies – 1.3 – 1.3 8.7 – 0.3 45.4 8.1 5 . 1 3 . 9 5.4<br />

RESULT AFTER TAX 58.3 45.4 23.1 51.0 46.5 76.1 30.5 23.7 20.3 19.0<br />

Extraordinary items after tax – – – – – – – – – 12.3<br />

RESULT AFTER TAX 58.3 45.4 23.1 51.0 46.5 76.1 30.5 23.7 20.3 31.3<br />

Non-controlling interests 0.4 0.6 0.8 0.1 – 0.1 – 0.1 – – 0.1 – – 0.2<br />

NET INCOME 58.7 46.0 23.9 51.1 46.4 76.0 30.5 23.6 20.3 31.1<br />

Dividend 24.0 18.8 15.0 20.4 18.8 16.2 12.5 10.2 8.5 7.7<br />

EBITA in % of revenues 9.0% 8.6% 4.9% 9.2% 8.2% 6.6% 5.7% 5.4% 5.2% 4.2%<br />

Return on average net capital employed * 13.1% 12.1% 5.7% 13.4% 13.1% 14.4% 15.3% 13.5% 11.7% 9.7%<br />

* Prior to 2007, based on net capital employed at year-end.<br />

i<br />

Royal Ten Cate Annual Report 2011 135


TEN-YEAR SUMMARY<br />

In millions of euros, unless stated o<strong>the</strong>rwise<br />

CONSOLIDATED BALANCE SHEET<br />

136 Royal Ten Cate Annual Report 2011<br />

Figures based on IFRS<br />

Figures based on<br />

Dutch GAAP<br />

2011 2010 2009 2008 2007 2006 2005 2004 2003 2002<br />

Intangible assets 273.0 242.8 203.8 212.1 136.8 12.4 13.8 12.1 10.6 12.8<br />

Tangible fixed assets 221.9 214.2 214.7 247.4 218.1 165.8 161.4 118.8 118.1 130.5<br />

Financial fixed assets 36.8 34.2 45.3 25.1 19.8 18.3 35.2 19.9 11.4 9.2<br />

Total fixed assets 531.7 491.2 463.8 484.6 374.7 196.5 210.4 150.8 140.1 152.5<br />

Inventories 267.9 216.9 155.0 211.5 176.2 157.7 157.5 138.6 110.0 117.4<br />

Receivables 181.1 169.8 116.9 187.7 166.2 128.2 125.0 98.8 91.7 89.8<br />

Securities and cash 22.7 11.6 12.8 5.4 4.8 6.7 4.6 2 . 7 5 . 8 2 . 9<br />

Total current assets 471.7 389.3 284.7 404.6 347.2 292.6 287.1 240.1 207.5 210.1<br />

TOTAL ASSETS 1,003.4 889.5 748.5 889.2 721.9 489.1 497.5 390.9 347.6 362.6<br />

Equity * 465.8 438.5 380.8 366.9 310.1 238.7 181.8 146.5 162.0 152.9<br />

Non-controlling interests 3.7 3.8 4.1 5.1 0.3 0.2 – 0 . 1 0 . 1 0 . 2<br />

Group equity 469.5 442.3 384.9 372.0 310.4 238.9 181.8 146.6 162.1 153.1<br />

Provisions 50.6 32.0 40.5 43.5 40.8 43.8 56.1 52.1 15.6 15.1<br />

Long-term debts 275.1 195.2 192.0 316.2 222.3 63.5 130.2 74.1 82.9 107.0<br />

Banks and short term loans 36.3 57.1 16.3 20.3 12.9 30.4 27.1 24.6 13.9 8.9<br />

O<strong>the</strong>r short-term debts 171.9 162.9 114.8 137.2 135.5 112.5 102.3 93.5 73.1 78.5<br />

TOTAL LIABILITIES 1,003.4 889.5 748.5 889.2 721.9 489.1 497.5 390.9 347.6 362.6<br />

*<br />

With effect from 2003 equity before appropriation of profit.<br />

Group capital/total capital 47% 50% 51% 42% 43% 49% 37% 38% 47% 42%<br />

Acquisitions /(de)consolidations<br />

Investments in tangible and intangible fixed<br />

34.8 24.7 – 3.3 88.1 175.1 – 63.0 40.8 29.2 0.3 1.4<br />

assets 25.7 21.3 17.3 48.0 62.9 43.0 26.2 12.0 16.9 17.0<br />

Depreciation and amortisation 47.9 44.9 42.7 42.3 32.7 23.1 19.3 19.2 19.6 24.0<br />

Number of staff years at year-end 4,353 4,271 3,805 4,437 4,020 3,532 3,578 3,634 3,245 3,278<br />

Number of shares outstanding at year-end<br />

(x 1,000) 25,929 25,502 25,068 23,967 23,556 21,063 20,784 20,472 20,096 19,192<br />

Net earnings per € 2.50 share 2.31 1.84 0.97 2.18 2.04 3.66 1.48 1.17 1.03 1.63<br />

Dividend per share in euro 0.95 0.75 0.60 0.85 0.80 0.70 0.60 0.50 0.43 0.40<br />

Closing price in euro 21.26 28.00 18.43 16.05 21.27 23.21 21.50 13.55 9.02 6.25


SUBSIDIARIES, ASSOCIATED COMPANIES AND OTHER INTERESTS<br />

as at 31 December 2011<br />

ADVANCED TEXTILES & COMPOSITES SECTOR<br />

Ten Cate Advanced Textiles bv Nijverdal, Ne<strong>the</strong>rlands<br />

Group activities of <strong>the</strong> <strong>TenCate</strong> Advanced Textiles group in <strong>the</strong> Ne<strong>the</strong>rlands<br />

Ten Cate Protect bv Nijverdal, Ne<strong>the</strong>rlands<br />

Ten Cate Protective Fabrics USA inc Union City (Georgia), USA<br />

Ten Cate Protective Fabrics Canada inc Montreal (Quebec), Canada<br />

Fabrics for professional wear and safety clothing as well as outdoor<br />

applications<br />

Ten Cate – Union Protective Fabrics Asia ltd Bangkok, Thailand<br />

(50.65%)<br />

Fabrics for protective clothing<br />

Ten Cate Advanced Composites bv Nijverdal, Ne<strong>the</strong>rlands<br />

Advanced composites for <strong>the</strong> aircraft industry and antiballistic applications<br />

Ten Cate Advanced Composites USA inc Morgan Hill (California), USA<br />

Phoenixx TPC inc Taunton (Massachusetts), USA<br />

YLA inc Benicia (California), USA<br />

CCS Composites inc Benicia (California), USA<br />

Advanced composites for aerospace and industrial applications<br />

<strong>TenCate</strong> Advanced Armour UK (AML) Swindon, UK<br />

Design and production of vehicle armour materials<br />

Ten Cate Advanced Armour sas Primarette, France<br />

Ten Cate Advanced Armour Danmark a/s Vissenbjerg, Denmark<br />

Advanced ceramics and composites for antiballistic applications<br />

Ten Cate Advanced Armor USA inc Newark (Ohio), USA<br />

Advanced composites for vehicle armour<br />

Ten Cate Active Protection ApS (ABDS) (51%) Vissenbjerg, Denmark<br />

Active protection systems for army vehicles<br />

AML India Private ltd (90%) Noida, India<br />

Design and production of vehicle armour materials<br />

GEOSYNTHETICS & GRASS SECTOR<br />

Ten Cate Geosyn<strong>the</strong>tics North America inc Atlanta (Georgia), USA<br />

Ten Cate Geosyn<strong>the</strong>tics Austria GmbH Linz, Austria<br />

Ten Cate Geosyn<strong>the</strong>tics France sas Bezons, France<br />

Ten Cate Geosyn<strong>the</strong>tics Ne<strong>the</strong>rlands bv Nijverdal, Ne<strong>the</strong>rlands<br />

Ten Cate Geosyn<strong>the</strong>tics Asia sdn bhd Kuala Lumpur, Malaysia<br />

<strong>TenCate</strong> Industrial Zhuhai co ltd<br />

Geosyn<strong>the</strong>tics and industrial fabrics<br />

Zhuhai, China<br />

Ten Cate Geosyn<strong>the</strong>tics sdn bhd (Malaysia) Kuala Lumpur, Malaysia<br />

Ten Cate Geosyn<strong>the</strong>tics (Thailand) ltd Bangkok, Thailand<br />

Ten Cate Geosyn<strong>the</strong>tics pte ltd Singapore<br />

Ten Cate Geosyn<strong>the</strong>tics Italia srl Lazzata, Italy<br />

Ten Cate Geosyn<strong>the</strong>tics (UK) ltd Telford, UK<br />

Ten Cate Geosyn<strong>the</strong>tics sl Madrid, Spain<br />

Ten Cate Geosyn<strong>the</strong>tics Schweiz AG Zurich, Switzerland<br />

Ten Cate Deutschland GmbH Dietzenbach, Germany<br />

Ten Cate Geosyn<strong>the</strong>tics Polska Spzoo Kraków, Poland<br />

Ten Cate Geosyn<strong>the</strong>tics CZ sro Prague, Czech Republic<br />

Ten Cate Geosyn<strong>the</strong>tics Rumania<br />

Sales offi ces<br />

Bucharest, Romania<br />

Ten Cate Thiolon bv Nijverdal, Ne<strong>the</strong>rlands<br />

Ten Cate Thiolon USA inc Dayton (Tennessee), USA<br />

Ten Cate Thiolon Middle East (49%) 1) Syn<strong>the</strong>tic turf components and systems<br />

Dubai, UAE<br />

Ten Cate Thiobac bv Nijverdal, Ne<strong>the</strong>rlands<br />

Backing for syn<strong>the</strong>tic turf systems<br />

GreenFields Holding BV (90%)<br />

GreenFields BV (100%)<br />

Genemuiden, Ne<strong>the</strong>rlands<br />

(subsidiary of GreenFields Holding BV) Genemuiden, Ne<strong>the</strong>rlands<br />

Xtra Grass BV 2) Kampen, Ne<strong>the</strong>rlands<br />

ProCourt Int BV 2) Zederik, Ne<strong>the</strong>rlands<br />

GreenFields Eastern Europe BV (60%) 2) Genemuiden, Ne<strong>the</strong>rlands<br />

GreenFields Noo (Bresco) AS (60%) 2) Molde, Norway<br />

GreenFields Swiss AG (60%) 2) Schaffhausen, Switzerland<br />

1<br />

Due to legislation in Dubai, 51% is held by a local partner. Royal Ten Cate has<br />

100% economic ownership.<br />

2) Subsidiary of GreenFields BV<br />

3) Subsidiary of Sou<strong>the</strong>rn Greens BV


GreenFields Sports Turf Systems (ME) Ltd (80%) 2) Nicosia, Cyprus<br />

GreenFields West Africa SARL (65%) 2) Cotonou, Benin<br />

GreenFields UK Sports Surfaces Ltd 2) Bolton, UK<br />

GreenFields India FZC (51%) 2) Sharjah, United Arab Emirates<br />

GreenFields Pacifi c Pty Ltd 2) Brisbane, Australia<br />

Sou<strong>the</strong>rn Greens BV (82%) 2) Kampen, Ne<strong>the</strong>rlands<br />

GreenFields Sports & Leisure Pty (55%) 3) Marketing and installation of syn<strong>the</strong>tic turf systems<br />

Pietermaritzburg,<br />

South Africa<br />

TigerTurf NZ, ltd (80%) Auckland, New Zealand<br />

TigerTurf Australia pty ltd (80%) Campbellfi eld, Australia<br />

TigerTurf (UK) ltd (80%) Hartlebury, UK<br />

Tiger Sports Americas inc (80%) Austin (Texas), USA<br />

(all as at 28 April 2010; as at 31 March 2009: 49%)<br />

Marketing and production organisations for syn<strong>the</strong>tic turf systems<br />

Edel Grass bv (50%) Genemuiden, Ne<strong>the</strong>rlands<br />

Marketing and installation of syn<strong>the</strong>tic turf systems<br />

OTHER ACTIVITIES SECTOR<br />

Xennia Technology ltd (78.95%) Letchworth, UK<br />

Specialist inkjet technology for industrial applications<br />

Ten Cate Systems bv Nijverdal, Ne<strong>the</strong>rlands<br />

Development activities<br />

Ten Cate Enbi International bv Brunssum, Ne<strong>the</strong>rlands<br />

<strong>TenCate</strong> Enbi group holding company<br />

Ten Cate Enbi GmbH Opladen, Germany<br />

Ten Cate Enbi kft Rétság, Hungary<br />

Ten Cate Enbi inc Shelbyville (Indiana), USA<br />

Ten Cate Enbi inc Rochester (New York), USA<br />

Ten Cate Enbi pte ltd Singapore<br />

Ten Cate Enbi Zhuhai co ltd Zhuhai, China<br />

Technical rollers and components for printers, copiers, fax machines,<br />

postal sorting machines, ATMs, insulation and heating systems<br />

The operating companies listed here are consolidated in <strong>the</strong> financial statements, with <strong>the</strong> exception<br />

of <strong>the</strong> companies shown as non-consolidated. Some interests of minor relevance to <strong>the</strong> overall<br />

picture have been omitted from <strong>the</strong> list, in accordance with article 379, paragraph 3, Book 2 of <strong>the</strong><br />

Ne<strong>the</strong>rlands Civil Code.<br />

The companies are wholly owned unless stated o<strong>the</strong>rwise.<br />

Ten Cate Assurantiën bv Almelo, Ne<strong>the</strong>rlands<br />

Insurance<br />

Ten Cate Nederland bv Almelo, Ne<strong>the</strong>rlands<br />

Royal Ten Cate USA inc Atlanta (Georgia), USA<br />

Ten Cate USA inc Washington D.C., USA<br />

Ten Cate UK ltd London, UK<br />

Ten Cate France sas Paris, France<br />

Ten Cate Deutschland GmbH Opladen, Germany<br />

Ten Cate Danmark a/s Copenhagen, Denmark<br />

Royal Ten Cate Pacifi c ltd Hong Kong, China<br />

Royal Ten Cate China Holding ltd<br />

Country holding companies<br />

Hong Kong, China<br />

Ten Cate Finance AG Schaffhausen, Switzerland<br />

Financing company<br />

NON-CONSOLIDATED COMPANIES<br />

Landscape Solutions bv (25%) Goirle, Ne<strong>the</strong>rlands<br />

Marketing and production organisation for syn<strong>the</strong>tic turf for landscaping use<br />

Hellas Construction Inc (30%) Austin (Texas), USA<br />

Production and construction of sports pitches<br />

GreenFields (All Sports) UK Ltd (49%) Stepps, UK<br />

Marketing and installation of syn<strong>the</strong>tic turf systems<br />

Royal Ten Cate Annual Report 2011


Colophon<br />

Text<br />

Royal Ten Cate<br />

Translation<br />

VVH business translations,<br />

Maartensdijk<br />

Concept and realisation<br />

C&F Report Amsterdam B.V.,<br />

Amsterdam<br />

Printing<br />

Lulof Druktechniek B.V.,<br />

Almelo<br />

Operating companies, associated companies and o<strong>the</strong>r interests<br />

Photography<br />

Paul Haverkort<br />

Bram Hendriks<br />

Frans Dekker<br />

Joost van Baars<br />

Marjo Baas<br />

Ton Kuper<br />

Roelof Pot<br />

De Jong Luchtfotografie<br />

Stephen Barnett<br />

Norbert Hekkink<br />

Courtesy © Gulfstream<br />

Courtesy © Staff Sgt. Curt Cashour<br />

Vista landschapsarchitectuur en stedenbouw


Royal Ten Cate<br />

business development & investor relations<br />

F.R. Spaan, corporate director<br />

P.O. Box 58<br />

7600 GD Almelo, The Ne<strong>the</strong>rlands<br />

Telephone +31 (0)546 544 911<br />

Fax +31 (0)546 814 145<br />

www.tencate.com<br />

<strong>TenCate</strong> would like to hear from you.<br />

Please let u s know your views by e-mailing<br />

investorrelations@tencate.com, stating <strong>the</strong><br />

market group or officer you wish to contact.

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