Technologies · Systems · Solutions - Dürr
Technologies · Systems · Solutions - Dürr
Technologies · Systems · Solutions - Dürr
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<strong>Technologies</strong> <strong>·</strong> <strong>Systems</strong> <strong>·</strong> <strong>Solutions</strong><br />
2004 Annual Report
Key figures for the <strong>Dürr</strong> Group (IFRS)<br />
Order situation<br />
2004 2003 Change<br />
Consolidated incoming orders in €m 1,841.3 2,356.2 –21.9%<br />
Consolidated orders on hand as of December 31 in €m 1,052.7 1,364.1 –22.8%<br />
Key personnel figures<br />
Employees on annual average 13,079 12,957 0.9%<br />
Employees as of December 31 13,295 12,747 4.3%<br />
of which in continuing operations 7,280 7,642 –4.7%<br />
Key figures of the income statement<br />
Consolidated sales revenues in €m 2,271.9 –6.0%<br />
of which continuing operations in €m 2,044.9 –6.9%<br />
Cost of sales in €m 1,906.2 –6.4%<br />
Gross profit on sales in €m 365.6 –3.7%<br />
Personnel expenses in €m 608.7 –6.2%<br />
Amortization and depreciation in €m 31.0 10.0%<br />
Restructuring expenses and impairment losses in €m 26.1 –48.3%<br />
EBITDA1 in €m 45.9 51.9%<br />
of which continuing operations in €m 46.5 41.1%<br />
EBIT2 in €m 14.9 138.9%<br />
of which continuing operations in €m 19.8 114.6%<br />
EBT3 2,136.4<br />
1,903.3<br />
1,784.2<br />
352.1<br />
570.9<br />
34.1<br />
13.5<br />
69.7<br />
65.6<br />
35.6<br />
42.5<br />
in €m 11.8 –5.7 307.0%<br />
of which continuing operations in €m 18.6 –0.9 2,166.7%<br />
Net income/loss in €m 4.7 –30.3 115.5%<br />
of which continuing operations in €m 11.6 –22.0 152.7%<br />
Earnings per share in € 0.40 –2.14 118.7%<br />
Dividend per share in € – – –<br />
4<br />
Key figures of the balance sheet<br />
Non-current assets in €m 624.2 633.7 –1.5%<br />
Current assets in €m 810.8 1,031.9 –21.4%<br />
Balance sheet total in €m 1,435.0 1,665.6 –13.8%<br />
of which continuing operations in €m 1,288.5 1,509.9 –14.7%<br />
Equity without minority interests in €m 222.4 218.9 1.6%<br />
Equity ratio in % 15.5 13.1<br />
Liabilities<br />
Capital expenditures on property, plant and equipment<br />
in €m 1,210.8 1,441.4 –16.0%<br />
and intangible assets in €m 47.3 30.8 53.6%<br />
of which goodwill in €m 14.1<br />
4.4 220.5%<br />
Financial ratios<br />
Gross margin in % 16.5 16.1<br />
EBITDA margin in % 3.3<br />
2.0<br />
EBIT margin in % 1.7<br />
0.7<br />
EBT margin in % 0.6 –0.3<br />
Financial structure<br />
Bond in €m 186.5<br />
– –<br />
Liabilities to banks in €m 102.9 296.8 –65.3%<br />
Net financial debt average in €m 248.0 221.5 12.0%<br />
Net working capital average in €m 184.9 164.6 12.3%<br />
Statement of cash flows<br />
Cash flow from operating activities in €m –103.5 81.0 –227.8%<br />
Cash flow from investing activities in €m –27.6 –37.7 12.9%<br />
Cash flow from financing activities in €m –23.1 –69.8 66.9%<br />
1 EBITDA: Earnings before interest, taxes, depreciation and amortization<br />
2 EBIT: Earnings before interest and taxes<br />
3 EBT: Earnings before taxes<br />
4 Dividend proposed to the annual shareholders’ meeting<br />
Immaterial variances may occur in this report<br />
due to roundings in the computation of sums<br />
and percentages.
Continuing<br />
operations<br />
Paint <strong>Systems</strong><br />
Final Assembly<br />
<strong>Systems</strong><br />
Ecoclean<br />
Measuring<br />
<strong>Systems</strong><br />
(without DTS)<br />
Discontinued<br />
operations<br />
Services, DTS<br />
2,500<br />
2,000<br />
1,500<br />
1,000<br />
500<br />
0<br />
2004 2003 Change<br />
Total incoming orders1 in €m 1,400.1 –42.2%<br />
Total sales2 809.2<br />
in €m 1,154.5 1,250.2 –7.7%<br />
EBITDA in €m 39.6 41.3 –4.1%<br />
EBT in €m 28.3 29.3 –3.4%<br />
Employees as of December 31 2,690 2,808 –4.2%<br />
Total incoming orders in €m 345.7 405.4 –14.7%<br />
Total sales in €m 374.0 445.0 –16.0%<br />
EBITDA in €m 6.0 11.3 –46.9%<br />
EBT in €m 2.0<br />
7.5 –73.3%<br />
Employees as of December 31 1,546 1,593 –3.0%<br />
Total incoming orders in €m 183.6 176.9 3.8%<br />
Total sales in €m 186.1 208.1 –10.6%<br />
EBITDA in €m –2.0<br />
9.4 –121.3%<br />
EBT in €m –5.1<br />
5.7 –189.5%<br />
Employees as of December 31 909<br />
932 –2.5%<br />
Total incoming orders in €m 320.2 286.2 11.9%<br />
Total sales in €m 307.2 283.7 8.3%<br />
EBITDA in €m 18.6 –4.0 565.0%<br />
EBT in €m 10.9 –14.5 175.2%<br />
Employees as of December 31 2,084 2,255 –7.6%<br />
Total incoming orders in €m 257.0 230.0 11.7%<br />
Total sales in €m 233.4 227.8 2.5%<br />
EBITDA in €m 4.1 –0.6 783.3%<br />
EBT in €m –6.8 –4.8 –41.7%<br />
Employees as of December 31 6,015 5,105 17.8%<br />
The Corporate Center had 51 employees as of December 31, 2004 (2003: 54); its EBITDA amounted to € 3.4 million<br />
(2003: € –11.5 million), and its EBT € –17.5 million (2003: € –28.9 million).<br />
1 Total incoming orders: Incoming orders of a business unit including intragroup orders from other business units.<br />
2 Total sales: Sales of a business unit including intragroup transactions with other business units.<br />
Sales revenues in €m<br />
2,042 2,196<br />
2,082<br />
2000 2001 2002<br />
Consolidated group<br />
Continuing operations<br />
Discontinued operations<br />
2,271.9<br />
2003<br />
2,136.4<br />
2004<br />
140<br />
120<br />
100<br />
80<br />
60<br />
40<br />
20<br />
0<br />
–20<br />
Group EBITDA in €m<br />
115.3 127.8<br />
2000 2001<br />
Figures through 2002 according to US GAAP and from 2003 onward according to IFRS<br />
89.1<br />
2002<br />
45.9<br />
2003<br />
69.7<br />
2004
<strong>Dürr</strong> Group<br />
Old structure – 2004 Annual Report<br />
Paint <strong>Systems</strong><br />
Final Assembly<br />
<strong>Systems</strong><br />
Ecoclean<br />
Measuring<br />
<strong>Systems</strong><br />
Product line DTS<br />
Services<br />
New structure – since March 1, 2005<br />
Paint and Assembly<br />
<strong>Systems</strong> division<br />
Measuring and Process<br />
<strong>Systems</strong> division<br />
Our new Group structure with two divisions (for details, see<br />
p. 51) has been in effect since March 1, 2005. We have based<br />
this annual report on the old group structure. We are thus<br />
complying with International Financial Reporting Standards<br />
(IFRS), according to which the divisional structure in effect<br />
in the year reported on must be presented in the annual<br />
financial statements.<br />
Continuing operations<br />
Discontinued operations
<strong>Technologies</strong> <strong>·</strong> <strong>Systems</strong> <strong>·</strong> <strong>Solutions</strong><br />
The <strong>Dürr</strong> Group is one of the world’s leading suppliers of production<br />
systems and of modules as well as components for measuring and<br />
process systems. Our focus is on the automotive and aviation industries<br />
as well as the mining and basic materials industries.<br />
We offer innovative, environmentally friendly solutions that contribute<br />
decisively to lower costs, higher quality, and greater flexibility in<br />
manufacturing and processing operations. We thus help make our<br />
customers more competitive.<br />
Motivated, customer-oriented employees, global presence, and a strong<br />
culture of innovation are our main value drivers. On this basis, we<br />
intend to substantially increase our company’s earning power and value.<br />
1
66<br />
59<br />
Cost situation<br />
improved by<br />
“Paint <strong>Systems</strong> lowered production costs across<br />
all painting technology products by another 6%<br />
on average in 2004.”<br />
Added value for our customers<br />
“Our innovation management aspires to develop solutions that offer<br />
customers added value, whether in the form of greater flexibility,<br />
higher quality, and better environmental compatibility or greater<br />
efficiency in production.”
Contents<br />
4 Letter from the Chairman of the Board of Management<br />
7 Board of Management of <strong>Dürr</strong> AG<br />
8 Report of the Supervisory Board<br />
12 <strong>Dürr</strong> on the capital market<br />
Reports from the business units<br />
18 Paint <strong>Systems</strong><br />
24 Final Assembly <strong>Systems</strong><br />
30 Ecoclean<br />
36 Measuring <strong>Systems</strong><br />
42 Discontinued operations<br />
48 2004 at a glance<br />
Consolidated management report<br />
50 Economic environment<br />
51 Organization and strategy<br />
53<br />
59<br />
Business developments<br />
61 Financial position<br />
65 Squeeze-out<br />
Consolidated financial statements<br />
75 Independent auditors’ report<br />
76 Consolidated income statements<br />
77 Consolidated balance sheets<br />
78 Consolidated statements<br />
of equity<br />
79 Consolidated statements<br />
of cash flows<br />
66 Research and development<br />
67 Purchasing management<br />
67 Employees<br />
69 Risk management<br />
71 Events subsequent to the<br />
reporting date<br />
72 Outlook<br />
80 Notes to the consolidated<br />
financial statements<br />
134 <strong>Dürr</strong> worldwide<br />
136 Glossary
Letter from the Chairman<br />
of the Board of Management<br />
Stephan Rojahn<br />
Ladies and gentlemen,<br />
The <strong>Dürr</strong> Group achieved earnings before taxes of € 11.8 million in 2004. With this<br />
improvement of about € 18 million compared with the previous year, we managed to<br />
make the turnaround that we sought, but did not meet our substantially higher earnings<br />
target, which would have supported a dividend payout. The critical factor involved<br />
was that we had to absorb unscheduled expenditures that arose from the handling of<br />
particular orders in the Final Assembly <strong>Systems</strong> and Ecoclean business units.<br />
We nevertheless made further progress in the reorientation of the company. The<br />
earnings enhancement program enabled us to improve our cost position<br />
again. We also advanced the integration of the Group by means of the successful<br />
squeeze-out of minority shareholders at Carl Schenck AG. Finally, the corporate bond<br />
placed in July 2004 and a new syndicated loan have put our financing on a long-term<br />
foundation.<br />
More efficiency with a lean Group structure<br />
To increase our competitiveness and earning power, we have introduced a more<br />
streamlined and strongly customer-oriented corporate structure as of March 1, 2005. It<br />
enables us to accelerate and improve processes within the Group and simultaneously<br />
increase our market muscle. Our activities are now bundled in two divisions: Paint<br />
and Assembly <strong>Systems</strong>, which represents the systems and plant engineering business<br />
particularly with the automotive industry, and Measuring and Process <strong>Systems</strong>,<br />
which comprises our activities in mechanical engineering with the Schenck and <strong>Dürr</strong><br />
Ecoclean brands.<br />
In a second step, we are parting with business areas that are outside our core portfolio.<br />
We will put the Development Test <strong>Systems</strong> product line, which supplies high-end testing<br />
technology for vehicle development, into a minority shareholding or sell it. For the<br />
Services business unit, represented by the Premier Group, we have already found
Letter from the Chairman of the Board of Management<br />
a buyer, the Voith Group. Ultimately, the synergies that were expected in 1999, at the<br />
time this business area was acquired, have not been realizable. It has emerged that,<br />
as a rule, our customers award contracts for production plants and for manufacturing<br />
support services separately. Also, truly large pay-on-production models, for which<br />
we had equipped ourselves with the Services unit, have not become established in<br />
the automotive industry.<br />
Concentration on strengths<br />
With the new Group structure, we are concentrating fully on our strengths in plant<br />
and mechanical engineering. By combining and selling firms, we are reducing the<br />
number of our individual companies by about one-third. That will promote a cohesive<br />
and clear-cut market presence and enable us to provide even more intensive customer<br />
service. The leaner and more efficient organization will lead to annual savings<br />
of about € 10 million beginning next year.<br />
Expansion of high-margin business areas<br />
Targeted expansion of fast-growing, high-margin business areas in the general<br />
industrial sector, outside automotive engineering, is another strategic element of our<br />
reorientation. The Schenck Group plays an important role in this connection as a<br />
leading globaly supplier of sectors such as the mining and basic materials industries<br />
and mechanical engineering. For example, with process technology solutions for the<br />
mining industry, Schenck is benefiting from the rising demand for raw materials and<br />
energy and is utilizing continuing market opportunities in major economic regions<br />
like China and North America. We will also continue to grow profitably in the aircraft<br />
industry, whether in balancing technology or with assembly and painting systems<br />
such as those we recently supplied for the Airbus A380.<br />
Our target for the current year is to achieve about 20% of Group sales in general industrial<br />
business. Nevertheless, the automotive sector is and will remain our principal<br />
market. The <strong>Dürr</strong> and Schenck brands have been standing for innovativeness, proximity<br />
to customers, and reliability there for decades. We will also expand our leading<br />
positions in business with this sector in the future, despite high competitive pressure.<br />
We are strategically well equipped for that thanks to the new Group structure, expansion<br />
of our capacities in Eastern Europe and Asia, and strengthening of our business<br />
with automobile component suppliers. We are systematically supplementing our<br />
range of products with simpler and more cost-cutting solutions to improve our competitive<br />
position for bids and tenders where price is the critical factor. We are furthermore<br />
supporting our customers in such urgent endeavors as improving quality, reducing<br />
production costs, and complying with environmental standards. Consumption<br />
of paint and energy, as well as wage costs, can be reduced considerably, for example,<br />
by retrofitting and modernizing existing plants.<br />
Competitiveness improved by<br />
The earnings enhancement program continues to be an important element in<br />
improving our performance. It has enabled us to save a total of about € 105 million in<br />
the years 2003 and 2004. By the end of 2005, the savings will reach about € 170 million.<br />
The cost reductions are of enormous importance for securing our competitiveness<br />
in a tough price environment.<br />
5
6<br />
Avoidance or better control of risks is one of the essential goals that we are pursuing<br />
with . Following the motto of “total risk management,” we are supplementing<br />
our existing processes with further tools, for example, in the technical approval<br />
process for projects and in project controlling. We are thus improving observance of<br />
cost targets associated with order handling.<br />
The measures taken to improve our profitability and competitive power are accompanied<br />
by our consistent pursuit of innovation. We again invested about 6% of our sales<br />
in new products and technologies in 2004, including development expenditures in the<br />
framework of customer projects. Information about the most important innovations<br />
may be found in the reports from the business units and in the management report.<br />
The Board of Management and the Supervisory Board have decided to propose to the<br />
annual shareholders’ meeting that no dividend be paid for 2004. Instead, we intend<br />
to use <strong>Dürr</strong> AG’s unappropriated profit to strengthen the Group’s equity base.<br />
Outlook<br />
In view of excess capacities and restrained capital spending in the automotive industry,<br />
the market is not going to make it easy for us this year. We are nevertheless striving<br />
to improve our margin by reducing costs further, and in continuing operations we are<br />
planning better figures for earnings before taxes and EBITDA than in 2004. On the<br />
other hand, sale will probably not reach the level achieved in 2004.<br />
On behalf of my colleagues and myself, I wish to thank all our employees for the great<br />
work they did in the past year. We are also grateful to our customers and business<br />
associates for their good cooperation and to our shareholders and investors for their<br />
confidence in us.<br />
Stuttgart, April 2005<br />
Stephan Rojahn<br />
Chairman of the Board of Management
Board of Management of <strong>Dürr</strong> AG<br />
Stephan Rojahn (56),<br />
Chairman<br />
Paint and Assembly <strong>Systems</strong><br />
, Corporate Communications<br />
& Investor Relations, Internal Audit,<br />
Corporate Senior Executives<br />
Martin Hollenhorst (46)<br />
(since April 20, 2005)<br />
Finance/Tax,<br />
Controlling,<br />
Legal/Insurance,<br />
Human Resources<br />
Kay Bönisch (44)<br />
(until April 20, 2005)<br />
Finance/Tax,<br />
Controlling,<br />
Legal/Insurance,<br />
Human Resources<br />
Ralf Dieter (44)<br />
(since January 1, 2005)<br />
Measuring and Process <strong>Systems</strong><br />
R&D, Information Technology<br />
Dr. Norbert Klapper (42)<br />
(until September 30, 2005)<br />
Sales & Marketing<br />
Paint and Assembly <strong>Systems</strong><br />
Quality Management, Patents,<br />
Sales & Marketing
Report of the Supervisory Board<br />
Dr.-Ing. E. h. Heinz <strong>Dürr</strong><br />
In 2004, the Supervisory Board performed the duties assigned to it by law and the<br />
articles of incorporation. It advised the Board of Management, and regularly and diligently<br />
monitored that body’s management of the company. The Supervisory Board<br />
was involved in all decisions of fundamental importance for the <strong>Dürr</strong> Group. The Board<br />
of Management informed the Supervisory Board in a timely and comprehensive<br />
manner about the economic situation and development of the company, about company<br />
planning, including financial, investment and personnel planning, and about<br />
transactions requiring Supervisory Board consent, substantial business occurrences,<br />
and risk management. The Supervisory Board adopted its resolutions after thorough<br />
review on the basis of detailed written and oral reports.<br />
The Supervisory Board came together at five regular meetings in 2004. No member<br />
of the Supervisory Board attended less than three meetings. Also outside the meetings,<br />
the Chairman of the Supervisory Board maintained close contact with the Board<br />
of Management and obtained timely reports on current developments and important<br />
events, primarily from the Chairman of the Board of Management. He furthermore<br />
discussed the company’s business policy, strategic orientation, and financial situation<br />
with the Chairman of the Board of Management and reported the results of these<br />
discussions to the entire Supervisory Board, either immediately or at its next meeting.<br />
The Supervisory Board formed three committees to prepare resolutions and issues to<br />
be dealt with in the full session. The Personnel Committee met three times in fiscal<br />
2004, while the Mediation Committee did not convene. The Audit Committee met on<br />
April 18, 2005, to discuss the 2004 financial statements.<br />
Harald Rüber joined the Supervisory Board as representative of the executive<br />
employees as of January 1, 2004. He succeeded Peter Krüger, who vacated his seat<br />
for reasons of age effective at the end of December 31, 2003. Dr. Heinz-Gerd Stein,<br />
representative of our shareholders, left the Supervisory Board effective at the end of<br />
the 15th ordinary annual shareholders’ meeting. The annual shareholders’ meeting<br />
elected Dr. Hans Michael Schmidt-Dencker to replace him. The Supervisory Board<br />
thanks Mr. Krüger and Dr. Stein for their constructive cooperation and dedicated<br />
efforts on behalf of the company.
Report of the Supervisory Board<br />
The Board of Management and the Supervisory Board regularly discussed the orders,<br />
sales, and earnings situation as well as the financial position of the Group and the<br />
individual divisions. Among the main topics of the deliberations were debt reduction<br />
and the need to improve profitability. In that connection, the Supervisory Board<br />
regularly obtained comprehensive information on the status of the earnings<br />
enhancement program and discussed important individual measures of the program<br />
with the Board of Management.<br />
After being informed in detail by the Board of Management, the Supervisory Board<br />
consented to the issuance of a corporate bond and negotiation of a new syndicated<br />
loan. Both transactions ensure <strong>Dürr</strong>’s long-term financing. To enable streamlining of the<br />
Group’s organization, the Supervisory Board approved the initiation of a squeezeout<br />
process at Carl Schenck AG and a cash settlement of € 157 per share for Schenck’s<br />
minority shareholders.<br />
At its meeting on December 17, 2004, the Supervisory Board appointed Ralf Dieter<br />
as a regular member of <strong>Dürr</strong> AG’s Board of Management effective January 1, 2005.<br />
Under the new rules of procedure for the Board of Management approved by the<br />
Supervisory Board, Mr. Dieter has assumed responsibility for the Measuring and<br />
Process <strong>Systems</strong> division. The Chairman of the Board of Management, Mr. Stephan<br />
Rojahn, has taken over management of the Paint and Assembly <strong>Systems</strong> division.<br />
Dr. Reinhold Grau, who joined the Board of Management in 2001, left the company at<br />
his own request at the end of October 2004. The Supervisory Board wishes to thank<br />
Dr. Grau for years of dedicated service that contributed substantially to the <strong>Dürr</strong> Group’s<br />
evolution.<br />
At the meeting on April 20, 2005, Martin Hollenhorst was named a regular member of<br />
<strong>Dürr</strong> AG’s Board of Management effective immediately. Mr. Hollenhorst assumes<br />
responsibility for the areas Finance/Tax, Controlling, and Law/Insurance as well as<br />
Human Resources, Organization, and Risk Management. He succeeds Kay Bönisch,<br />
who is leaving <strong>Dürr</strong> by mutual agreement. The Supervisory Board thanks Mr. Bönisch<br />
for his great personal dedication.<br />
In December 2004, the Board of Management and the Supervisory Board jointly issued<br />
an updated declaration of compliance – pursuant to Sec. 161 of the German Stock<br />
Corporation Law – to the effect that <strong>Dürr</strong> is largely following the recommendations of<br />
the Government Commission German Corporate Governance Code. Please refer to<br />
pages 15 to 17 for details concerning corporate governance at <strong>Dürr</strong> AG.<br />
The Board of Management reported regularly and in a timely manner to the Supervisory<br />
Board about existing risks. The Supervisory Board advised the Board of<br />
Management regarding the expansion of risk control and monitoring systems.<br />
The annual financial statements and management report prepared by the Board of<br />
Management as of December 31, 2004, together with the consolidated financial<br />
statements and consolidated management report of <strong>Dürr</strong> AG, were examined by the<br />
auditors engaged by the Supervisory Board after their appointment by the annual<br />
shareholders’ meeting. The auditor issued an unqualified auditor’s report. The annual<br />
financial statements and consolidated financial statements, the management report<br />
and consolidated management report, the proposal for the use of unappropriated profit<br />
of <strong>Dürr</strong> AG, and the auditors’ reports concerning the auditing of the annual financial<br />
statements and of the consolidated financial statements were submitted to all mem-<br />
9
10<br />
bers of the Supervisory Board in good time before the meeting held to approve the<br />
financial statements, and were discussed in detail with the Board of Management at<br />
that meeting of the Supervisory Board on April 20, 2005. The auditors signing the<br />
audit reports for the annual financial statements and the consolidated financial statements<br />
of <strong>Dürr</strong> AG also participated in that meeting with regard to the relevant points<br />
on the agenda, and reported concerning their audit. The Supervisory Board took<br />
approving note of the audit result.<br />
The Supervisory Board examined the annual financial statements, the consolidated<br />
financial statements, the management report and the consolidated management<br />
report. This examination by the Supervisory Board revealed no cause for objection.<br />
The Supervisory Board concurs with the assessment of the economic situation and<br />
future development of the Group as presented in the consolidated management report.<br />
The Supervisory Board approves the annual financial statements prepared by the<br />
Board of Management, which are hereby ratified. The Supervisory Board approves<br />
the Board of Management’s proposal for the use of the unappropriated profit of<br />
<strong>Dürr</strong> AG. The Supervisory Board also approves the consolidated financial statements.<br />
The Supervisory Board has examined the report prepared by the Board of Management<br />
pursuant to Sec. 312 of the German Stock Corporation Law concerning relationships<br />
with associated enterprises for the period from January 1 to December 31, 2004<br />
(dependent company report). The dependent company report was also examined<br />
by the auditors appointed by the annual shareholders’ meeting and has been affixed<br />
with the following unqualified auditor’s report pursuant to Sec. 313 (3) of the German<br />
Stock Corporation Law:<br />
“After examination and assessment in accordance with our professional duties,<br />
we confirm that:<br />
1. the factual information given in the report is correct,<br />
2. the performance rendered by the company in connection with the transactions<br />
mentioned in the report was not unduly high,<br />
3. regarding the measures mentioned in the report, no circumstances argue in favor<br />
of a materially different judgment than that made by the Board of Management.”<br />
The examination of the dependent company report by the Supervisory Board revealed<br />
no cause for objection. The Supervisory Board concurs with the results of the examination<br />
of the dependent company report by the auditors. According to the final results<br />
of the examination by the Supervisory Board, there are no objections to be raised<br />
against the declaration by the Board of Management at the end of the dependent<br />
company report.<br />
The Supervisory Board thanks the Board of Management, all members of staff, and<br />
their representatives for their dedication in the past fiscal year, as well as the shareholders<br />
for the confidence they have placed in the company.<br />
Stuttgart, April 20, 2005<br />
The Chairman<br />
Dr.-Ing. E. h. Heinz <strong>Dürr</strong>
Report of the Supervisory Board<br />
Members of the Supervisory Board<br />
Dr.-Ing. E. h. Heinz <strong>Dürr</strong> 1<br />
Entrepreneur, Berlin<br />
Chairman<br />
1, 3<br />
Peter Weingart<br />
Chairman of the Group Works<br />
Council of <strong>Dürr</strong> AG, Stuttgart<br />
Deputy Chairman<br />
1, 2<br />
Prof. Dr. Norbert Loos<br />
Managing Partner of Loos<br />
Beteiligungs-GmbH, Stuttgart<br />
Deputy Chairman<br />
Lieselotte Dedek-Fried2, 3<br />
Member of the Works Council of<br />
Schenck RoTec GmbH, Darmstadt<br />
2, 3<br />
Benno Eberl<br />
Trade Union Secretary of IG Metall<br />
administrative offices, Stuttgart<br />
Prof. Dipl.-Ing. Jörg Menno Harms<br />
Managing Director of<br />
Menno Harms GmbH, Stuttgart<br />
Until October 31, 2004 Chairman of<br />
the Managing Board of Hewlett-<br />
Packard GmbH and Hewlett-Packard<br />
Holding GmbH, Böblingen<br />
Dr.Tessen von Heydebreck<br />
Member of the Board of Management<br />
of Deutsche Bank AG, Frankfurt am<br />
Main<br />
1 Member of the Mediation Committee and Personnel Committee<br />
2 Member of the Audit Committee<br />
3 Representative of the employees<br />
4 Application has been filed for court appointment of a successor.<br />
Werner Kramp3 Chairman of the Works Council of<br />
Schenck Final Assembly Products<br />
GmbH, Püttlingen<br />
Günter Lorenz1, 3<br />
Principal Authorized Representative<br />
of IG Metall administrative offices,<br />
Darmstadt<br />
3, 4<br />
Harald Rüber<br />
(until February 28, 2005)<br />
President of <strong>Dürr</strong> <strong>Systems</strong> GmbH,<br />
Stuttgart<br />
Until February 28, 2005 Head of<br />
Project Development at <strong>Dürr</strong> <strong>Systems</strong><br />
GmbH, Stuttgart<br />
Joachim Schielke2 Member of the Board of Management<br />
of Landesbank Baden-Württemberg,<br />
Stuttgart<br />
Chairman of the Board of Management<br />
of Baden-Württembergische Bank AG,<br />
Stuttgart<br />
Dr. Hans Michael Schmidt-Dencker<br />
(since June 9, 2004)<br />
Spokesman for the Managing Board<br />
of BWK GmbH Unternehmensbeteiligungsgesellschaft,<br />
Stuttgart<br />
Dr. Heinz-Gerd Stein2 (until June 9, 2004)<br />
Business consultant, Duisburg<br />
11
<strong>Dürr</strong> on the capital market<br />
Financing secured for the long term<br />
Corporate bond successfully placed<br />
Circle of investors and analysts widened by bond issue<br />
After a variable year in 2003, development on the stock markets was comparatively<br />
calm in 2004. The DAX index registered a plus of 7%. The MDAX and SDAX sideline<br />
indexes each gained about 16% last year. Many smaller stocks managed to make up<br />
their reduction in stock valuation compared with large-cap blue chips. Among the<br />
important reference indexes, only the TecDAX finished the year down, with a minus<br />
of 4%. The bond markets developed positively in the course of the year. With continuing<br />
low interest rates and low inflation expectations, yields on 10-year government<br />
bonds declined from about 4.3% to about 3.5% at the end of 2004.<br />
<strong>Dürr</strong> stock began last year quoting at € 19.39 on the XETRA electronic exchange.<br />
Its price steadily advanced until mid-year and reached its high for the year in June at<br />
€ 21.10. The stock then declined significantly in the subsequent weeks, parallel to<br />
the comparison indexes. At the end of October, it reached the year’s low at € 14.50.<br />
After revising our earnings forecast at the beginning of November, the stock moved<br />
largely sideways with slight fluctuations. Trading of <strong>Dürr</strong> stock closed the year at<br />
€ 15.11, which meant a price decline of 22% for 2004 as a whole.<br />
<strong>Dürr</strong> stock is listed in Deutsche Börse’s Prime Standard segment and is traded on<br />
all German stock exchanges. Since March 2003, <strong>Dürr</strong> has been represented in the<br />
SDAX, the index that comprises the top 50 German small caps as measured by the
Bond<br />
ISIN (Reg S): XS0195957658<br />
ISIN (144a): XS0195957815<br />
ISIN DE0005565204<br />
Reuters symbol DUEG<br />
Bloomberg code DUE GY<br />
120<br />
110<br />
100<br />
90<br />
80<br />
<strong>Dürr</strong> on the capital market<br />
trading volume and market capitalization of free float. A designated sponsor, who<br />
regularly makes prices in our stock, ensures that it has adequate liquidity at all times<br />
in trading.<br />
2004: Debut on the bond market<br />
13<br />
We put our financing on a new foundation and restructured the liabilities side of our<br />
balance sheet in 2004. The aim was to reduce short-term debt and convert it into longterm<br />
financial liabilities. A corporate bond in the nominal amount of € 200 million<br />
and a syndicated loan in the amount of € 400 million now provide long-term financing<br />
security and greater financial leeway to develop the operating business. The fixedinterest<br />
bond matures in 2011 and has a coupon of 9.75%.<br />
With the two interconnected transactions, we have settled our short-term liabilities<br />
to banks to a very large extent and have diversified our financing structure. At the<br />
same time, we have attracted a new group of investors, primarily in the institutional<br />
segment. The corporate bond is subordinated to the syndicated loan. In that respect,<br />
it explains, among other things, the higher interest rate on the bond compared with<br />
a bank loan.<br />
Our bond started trading at a price of 96.40 at the beginning of July 2004 and rose<br />
until September 20 to 107.10. After the price declined to a level of just over 100 by<br />
mid-October, it advanced again and reached the year’s high at 108.60 on December<br />
16. At year’s end, the price was little changed at 108.20. The bond quoted at 101.91<br />
on March 31, 2005.<br />
<strong>Dürr</strong> stock price development in the XETRA from January to December 2004<br />
compared with development of the DAX, MDAX, SDAX, and Prime Industrial Index (indexed values)<br />
in %<br />
J F M A M J J A S O N D<br />
<strong>Dürr</strong> stock in the XETRA DAX MDAX SDAX Prime Industrial Index
14<br />
Key figures for <strong>Dürr</strong> stock<br />
2004 2003<br />
Earnings per share in € 0.40 –2.14<br />
Cash flow per share in € 2.82 0.06<br />
1<br />
Dividend per share in € – –<br />
Price-earnings ratio 2 37.8 –<br />
Price-cash flow ratio 2 5.4 321.7<br />
High in € 21.10 19.30<br />
Low in € 14.50 13.15<br />
Close in € 15.11 19.30<br />
Market capitalization 2 in €m 216 276<br />
Number of shares in k 14,298 14,298<br />
1 Dividend proposed to the annual shareholders’ meeting<br />
2 Based on the closing price at year’s end<br />
Before placing the bond, <strong>Dürr</strong> was reviewed by rating agencies Standard & Poor’s<br />
(S&P) and Moody’s. We received a credit rating of “BB–” from S&P and “Ba3” from<br />
Moody’s. The bond was rated “B” and “B2” by the respective agencies. The outlook<br />
for all first ratings was stable.<br />
In mid-March 2005, S&P downgraded <strong>Dürr</strong> AG’s previous credit rating from “BB–” to<br />
“B+.” The credit rating’s outlook is stable. In explaining its decision, the rating agency<br />
cited the earnings performance in 2004 and the currently difficult environment in the<br />
automotive industry. S&P also compared <strong>Dürr</strong> with companies in the same rating and<br />
business sector categories. The issue rating of the corporate bond has been lowered<br />
by S&P from “B” to “B–.” The outlook is stable.<br />
The Board of Management and the Supervisory Board have decided to propose to<br />
the annual shareholders’ meeting that no dividend be paid for 2004. Instead, <strong>Dürr</strong> AG’s<br />
unappropriated profit is to be used to strengthen the Group’s equity base.<br />
Shareholder structure<br />
15.0%<br />
5.6%<br />
7.0%<br />
11.0%<br />
<strong>Dürr</strong> AG has 29.4% free float.<br />
9.9%<br />
47.0%<br />
4.5%<br />
Heinz <strong>Dürr</strong> GmbH<br />
Heinz und Heide <strong>Dürr</strong>-Stiftung GmbH<br />
Süd-Kapitalbeteiligungs-Gesellschaft mbH<br />
BWK GmbH Unternehmensbeteiligungsgesellschaft<br />
Kreissparkasse Biberach<br />
Institutional investors<br />
Private investors<br />
According to the latest data available to the company, March 2005
<strong>Dürr</strong> on the capital market<br />
15<br />
With efficiency gains from the ongoing earnings enhancement program and<br />
increased market muscle from the new corporate structure implemented at the beginning<br />
of March 2005, the Board of Management not only intends to improve the rating<br />
as soon as possible, but also to increase earning power, to reduce financial liabilities<br />
and furthermore to pay a dividend again.<br />
Intensive capital market communication<br />
Our entry into the corporate bond market has significantly widened the circle of<br />
investors and analysts with whom we communicate. In 2004, 17 banks and analyst<br />
firms wrote a total of 63 analyses and flash reports about <strong>Dürr</strong>, 20 analyses more<br />
than in the previous year. <strong>Dürr</strong> AG thus attracted far more attention in the financial<br />
community.<br />
The central concern of <strong>Dürr</strong>’s communication policy is to inform all shareholders about<br />
developments in the company in a way that is as transparent, timely, and regular as<br />
possible. The Board of Management has presented the company, its strategy, and the<br />
business trend at investor conferences and road shows in Europe and the United<br />
States. Furthermore, we have also assisted many private investors extensively with<br />
information – by telephone, on the internet (www.durr.com), and with regular reports<br />
and investor fact books.<br />
We have invited members of the financial community to analyst meetings and conference<br />
calls upon the release of new business figures and other important events.<br />
The response to the <strong>Dürr</strong> Capital Markets Day, which was held for the third consecutive<br />
year, was very positive. The management invited analysts, bank representatives, and<br />
investors to Carl Schenck AG’s Darmstadt facility in October to talk with the Board of<br />
Management and experience <strong>Dürr</strong>’s measuring technology business on site.<br />
<strong>Dürr</strong> complies with the German Corporate Governance Code<br />
<strong>Dürr</strong> sees the German Corporate Governance Code as an important guide for transparent<br />
and responsible corporate management and control. We firmly believe that<br />
the initiative will contribute to better protecting shareholder rights and boosting confidence<br />
in German companies, both in their home market and abroad.<br />
According to Sec. 161 of the German Stock Corporation Law, the board of management<br />
and the supervisory board of a listed stock corporation are obliged to declare<br />
once every year that the recommendations of the Government Commission German<br />
Corporate Governance Code were and are being complied with, or which recommendations<br />
were or are not being applied. <strong>Dürr</strong> AG fulfills most of the mandatory provisions<br />
of the code, while planning on implementing further provisions. The deviations<br />
from the code are specified below with the corresponding reasons.
16<br />
In accordance with Sec. 161 of the German Stock Corporation Law, the Board of<br />
Management and the Supervisory Board of <strong>Dürr</strong> AG declare:<br />
“<strong>Dürr</strong> AG complies with the recommendations of the Government Commission<br />
German Corporate Governance Code with the following exceptions:<br />
Item 3.8, Paragraph 2<br />
If the company takes out a D&O (directors and officers’ liability insurance) policy<br />
for the Management Board and Supervisory Board, a suitable deductible shall<br />
be agreed.<br />
A D&O insurance policy with no deductibles exists for the members of the Board<br />
of Management and the Supervisory Board. This is a group insurance policy for<br />
executives at home and abroad, although a differentiation between members of<br />
the executive body and employees does not appear appropriate. In addition, a<br />
deductible is not usual abroad and would therefore make it difficult to recruit executives<br />
from abroad.<br />
Item 4.2.4<br />
Compensation of the members of the Management Board shall be reported in the<br />
Notes of the Consolidated Financial Statements subdivided according to fixed,<br />
performance-related and long-term incentive components. The figures should be<br />
individualized.<br />
We report the sum of salaries of the members of our Board of Management in the<br />
Notes to our consolidated financial statements. In our view a special, individualized<br />
item broken down into fixed salary and success-related components would not<br />
provide any additional benefit for the shareholders. Moreover, individualized reporting<br />
brings with it the risk of leveling out performance and task-related differences<br />
in compensation.<br />
Item 5.4.1, Sentence 2<br />
Furthermore, ... an age limit to be specified for the members of its Supervisory<br />
Board shall be taken into account<br />
<strong>Dürr</strong> sees no necessity for defining an age limit for members of its Supervisory<br />
Board.<br />
Item 5.4.5, Paragraph 1, Sentence 3<br />
Also to be considered [for specifying the compensation of the members of the<br />
Supervisory Board] ... shall be … the chair and memberships in committees.<br />
Because of the success-related compensation of the members of our Supervisory<br />
Board there is no separate remuneration for the chair or for membership in<br />
committees.<br />
Item 5.4.5, Paragraph 3<br />
The compensation of the members of the Supervisory Board should be reported<br />
in the Notes of the Consolidated Financial Statements individualized, subdivided<br />
according to components. Also payments made by the enterprise to the members<br />
of the Supervisory Board or advantages extended for services provided individually,<br />
in particular, advisory or agency services shall be listed separately in the<br />
Notes to the Consolidated Financial Statements.
<strong>Dürr</strong> on the capital market<br />
We report the sum of compensation of the members of our Supervisory Board<br />
in the Notes to our consolidated financial statements. In our view a special,<br />
individualized by components would not provide any additional benefit for the<br />
shareholders.<br />
17<br />
The possibility of obtaining the expertise of individual members of our Supervisory<br />
Board for special topics at any time represents a special advantage for <strong>Dürr</strong>.<br />
Cooperation is based on the conditions that are usual in the industry, which are<br />
also maintained in comparable transactions with third parties. Hence, we see no<br />
necessity for individualized publication.<br />
Item 7.1.2, Sentence 2<br />
The Consolidated Financial Statements shall be publicly accessible within 90 days<br />
of the end of the financial year…<br />
We cannot yet make the Consolidated Financial Statements for 2004 publicly<br />
accessible within 90 days of the end of the financial year. However, this is planned<br />
for the Consolidated Financial Statements for 2005. The Consolidated Financial<br />
Statements for 2004 will be published within four months of the end of the financial<br />
year.<br />
Item 7.1.4, Sentences 1 and 3<br />
The company shall publish a list of third party companies in which it has a shareholding<br />
that is not of minor importance for the enterprise. … The following shall<br />
be provided: name and headquarters of the company, the amount of the shareholding,<br />
the amount of equity, and the operating result of the past financial year.<br />
We publish a list of the significant third party companies, indicating the company’s<br />
headquarters. We do not make public additional information for reasons relating<br />
to competition.”
Paint <strong>Systems</strong><br />
When it comes to automotive painting, the name <strong>Dürr</strong> stands for quality, top technology,<br />
efficiency, and environmental compatibility worldwide. We can set up turnkey paint shops<br />
for our customers anywhere in the world, whether in Europe, the Americas, or the grow-<br />
ing markets of Asia. Our innovative power, proximity to customers, reliability, and many<br />
years of experience in executing large-scale projects have made us the market and tech-<br />
nology leader. Effective March 1, 2005, the Paint <strong>Systems</strong> business unit belongs to the new<br />
Paint and Assembly <strong>Systems</strong> division.
Application of powder paint base<br />
coat: The EcoBell 2 Powder highrotation<br />
atomizer is used to spray the<br />
paint powder on the car body surface.<br />
The EcoBell 2 Powder can operate at<br />
speeds of up to 15,000 rpm ensuring<br />
uniform distribution of the paint on<br />
the surface.<br />
Paint <strong>Systems</strong> business unit<br />
Good business development in<br />
a tough market environment<br />
EBT margin improved<br />
Success with powder painting systems<br />
Computational Fluid Dynamics simulation developed further<br />
Amounts in €m<br />
2004 2003 Change<br />
Total incoming orders 809.2 1,400.1 –42.2%<br />
Total sales 1,154.5 1,250.2 –7.7%<br />
EBITDA 39.6 41.3 –4.1%<br />
EBT 28.3 29.3 –3.4%<br />
Employees at year’s end 2,690 2,808 –4.2%<br />
21<br />
Fiscal 2004 went well for Paint <strong>Systems</strong> despite declining capital spending in the automotive<br />
industry. Based on earnings before taxes, our return on sales increased from<br />
2.3% to 2.5%. As expected, incoming orders returned to their normal level, after having<br />
been far above average in 2003 due to a large order.<br />
Brisk demand in Asia<br />
We registered continuing strong demand in the growth markets of Asia. In China,<br />
we were able to consolidate our leading position with an order from the SGM joint<br />
venture for a turnkey paint shop. Business with the expanding Korean automotive<br />
industry also developed well. KIA Motors and its Russian licensee Izmash placed two<br />
orders together as a package. We are erecting a complete paint shop including the<br />
building at KIA’s new plant in ˇZilina, Slovakia, and we are converting Izmash’s paint<br />
shop in Izhevsk, Russia. In addition, we were able to acquire projects in newly emerging<br />
automotive markets like India and Iran. For example, we supplied a body pretreatment<br />
and dip-painting line for Iranian vehicle manufacturer Khodro.<br />
RoDip process well established<br />
Demand in North America was subdued. In Western Europe, our market volume<br />
declined temporarily following a strong trend in the automotive industry toward modernizing<br />
painting capacities for passenger vehicles that lasted through 2002. We won<br />
major contracts in the truck segment, including a package order from DaimlerChrysler<br />
for the construction of a paint shop in Ludwigsfelde and a top-coat application line<br />
in Düsseldorf, both in Germany. We will also be supplying extensive systems for the<br />
DaimlerChrysler plant in Wörth, Germany, including our innovative RoDip dippainting<br />
process, which will be used for priming truck cabs. In another marketing<br />
success for RoDip, Karmann became the first contract manufacturer to choose the
22<br />
Paint <strong>Systems</strong><br />
Product lines<br />
Paint <strong>Systems</strong> Automotive<br />
Complete automotive paint<br />
shops, including buildings,<br />
materials flow and process<br />
systems, and control and<br />
supervisory control systems<br />
Paint <strong>Systems</strong> Industrial<br />
Complete paint shops for automobile<br />
component suppliers<br />
and other industrial sectors<br />
Application Technology<br />
<strong>Systems</strong> for automated<br />
application of paint and highviscosity<br />
materials<br />
Environmental <strong>Systems</strong><br />
Exhaust-air purification<br />
systems for paint shops and<br />
other areas of industrial<br />
production<br />
process. Karmann’s decision is a tribute to RoDip’s flexibility since contract manufacturing<br />
generally involves production of smaller batches and frequent model changes.<br />
With a total of 27 systems sold to date, RoDip has become very well established<br />
since its market launch in 2001.<br />
Powder painting continues to gain ground<br />
We successfully completed several demanding projects in 2004, further cementing our<br />
position as market and technology leader. We started up several fully automated<br />
robotic painting lines for BMW in Regensburg and Leipzig, both in Germany. We supplied<br />
Ferrari with a complete paint shop in Maranello, Italy, for whose “high technological<br />
quality” the sports car maker has honored us with its President’s Award for top<br />
suppliers. A turnkey paint shop including the building went into operation at General<br />
Motors in Oshawa, Canada.<br />
All these paint shops use solvent-free powder paints, which shows that we took the<br />
right path when we decided some four years ago to develop a complete range of<br />
products for powder painting. In 2004, we continued on this path with several innovations,<br />
particularly in application and spray booth technology.<br />
Computational Fluid Dynamics (CFD) simulation brings product improvements<br />
Oven technology was a key area of our innovation work in 2004. We developed a<br />
process that allows more intensive chemical cross-linking of the surface when working<br />
with UV-cured paints, which increases scratch resistance. We also developed<br />
new areas of application for CFD simulation. For example, using computers we can<br />
now simulate the process with such precision that an increase in heat at any point<br />
on the vehicle body parts in the oven can be predicted and this means we no longer<br />
have to rely on laborious experiments. For cathodic dip-painting, we can now simulate<br />
paint deposition on the computer. The result is improved system design, which<br />
ensures a more even paint build-up on the body surface.<br />
We have also broken new ground in concepts for process flow in the painting process<br />
itself. In development collaboration with one of our customers, we tested a “wet-onwet”<br />
application process, in which the fresh paint is not dried, but merely passes through<br />
an intermediate flash-off area, before the next layer of paint is applied. This cuts energy<br />
consumption and speeds up the entire process.<br />
The future goals of our innovation management include further expanding our powder<br />
painting product range, refining our process and CFD simulations, and developing<br />
concepts for paint recycling and energy-saving operation of spray booths. Our focus<br />
in this connection is on reducing painting costs for our customers.<br />
Application Technology: Market leadership bolstered by new products<br />
We registered continued good business development in Application Technology<br />
despite the difficult situation in the automotive industry. Our leading position is based<br />
on fully automated solutions that give customers higher quality and environmental<br />
compatibility at a lower cost. An important pillar of our market success was once again<br />
the <strong>Dürr</strong> Ecopaint painting robot, of which we have sold around 500 units. The new<br />
EcoBell 2 generation of high-rotation atomizers for electrostatic paint application also
RoDip dip-painting process:<br />
In the dip tank, each car body is<br />
rotated one full turn around its<br />
own axis. This means excellent<br />
application of primer and ensures<br />
lasting corrosion protection.<br />
Paint <strong>Systems</strong> business unit<br />
23<br />
met with great response. We were even able to sell this product in Japan, a market<br />
that is very difficult for foreign suppliers to break into. We made other successful market<br />
launches with products for direct electrostatic charging of water-based paints and for<br />
sealing weld seams on vehicle bodies.<br />
Growing market potential among suppliers<br />
The trend toward outsourcing and modularization in vehicle production<br />
has parts and module suppliers doing more and more<br />
painting work. The Paint <strong>Systems</strong> Industrial product line, which is<br />
positioning itself in the market as a partner for sophisticated<br />
paint technology and turnkey systems, is benefiting from this<br />
trend. To best exploit the growing market volume, we improved<br />
our internal cooperation in 2004 and established centers of competence<br />
for various applications in France, Germany, and the<br />
United States. We also brought more products to market that are<br />
specifically geared toward the needs of suppliers in the automotive<br />
industry.<br />
We completed an important showcase project in Mexico, where<br />
we supplied a complete paint shop for truck beds. In Germany,<br />
we installed a system for painting vehicle roofs for the first time.<br />
Exhaust-air purification: Good business development, also in new markets<br />
The Environmental <strong>Systems</strong> product line registered good business development. A<br />
key contributor was the expansion of our activities in China. In addition to business<br />
with the automotive industry, we focused increasingly on the pharmaceutical, chemical,<br />
and printing industries, using our expertise to build systems precisely tailored to our<br />
customers’ needs on the basis of standardized modular products.
Final Assembly <strong>Systems</strong><br />
The Final Assembly <strong>Systems</strong> business unit plans and realizes intelligent solutions for<br />
the final stage of vehicle assembly – from individual solutions to complete plants.<br />
Automobile manufacturers can thus assemble variously equipped automobiles quickly,<br />
at low cost, and with high quality on one and the same line. We are the second-largest<br />
supplier in systems business involving complete assembly lines. We also intend to continue<br />
expanding the business in production technology for the aircraft industry. Effective<br />
March 1, 2005, the Final Assembly <strong>Systems</strong> business unit belongs to the new Paint and<br />
Assembly <strong>Systems</strong> division.
<strong>Dürr</strong> designs and supplies perfectly<br />
matched systems for vehicle final<br />
assembly. The range includes flexible<br />
conveyor systems designed to transport<br />
add-on components and bodies<br />
exactly in accordance with sequence<br />
timing requirements.<br />
Final Assembly <strong>Systems</strong> business unit<br />
Innovative solutions<br />
strengthen market position<br />
Large order received for final assembly plant in Slovakia<br />
New FAStplant factory concept<br />
Production technology supplied for Airbus A380<br />
Amounts in €m<br />
2004 2003 Change<br />
Total incoming orders 345.7 405.4 –14.7%<br />
Total sales 374.0 445.0 –16.0%<br />
EBITDA 6.0 11.3 –46.9%<br />
EBT 2.0 7.5 –73.3%<br />
Employees at year’s end 1,546 1,593 –3.0%<br />
27<br />
As a full-range supplier for the final stage of vehicle assembly, the Final Assembly<br />
<strong>Systems</strong> business unit, established at the beginning of 2002, has rapidly advanced to<br />
a top position. It is our goal to expand this business further.<br />
To lower its manufacturing costs, the automobile industry needs efficient assembly<br />
lines with flexible possibilities of use. We meet that need with the widest range of products<br />
in the competitive field. We can ourselves supply about 70% of the equipment<br />
needed for a final assembly facility – whether it is a matter of assembly, filling, testing,<br />
or conveyor technologies. Also, as a systems partner, we are able not only to supply<br />
individual equipment, but also to plan and realize complete turnkey assembly lines.<br />
New orders: Demand primarily for conversion and modernization<br />
A very large contract we won at the end of 2004 underscores that we are one of the<br />
top suppliers in systems business. For KIA’s new factory in ˇZilina, Slovakia, we are<br />
planning and realizing a complete final assembly facility worth more than € 40 million.<br />
This contract is a success for <strong>Dürr</strong> in two respects: It is another showcase project in<br />
final assembly technology and it is extraordinary proof of confidence after KIA had<br />
earlier awarded the Paint <strong>Systems</strong> business unit the contract for the construction of<br />
a paint shop in ˇZilina.<br />
In general, the automobile industry’s reluctance to invest in the past year led to<br />
noticeably fewer large orders for new final assembly plants throughout the sector.<br />
Instead, our customers awarded more projects for the conversion or modernization<br />
of existing facilities. We received the largest conversion order from Volkswagen<br />
in Mosel, Germany, where we are retooling the final assembly facility to the new<br />
Passat B6. This contract was largely the result of Volkswagen’s satisfaction with the<br />
earlier final assembly retooling we did at the same plant for the Golf A5.<br />
Among the most important operational startups were a complete assembly line in<br />
DaimlerChrysler’s plant in Tuscaloosa, Alabama (USA), conveyor systems and a<br />
marriage station for Land Rover in Solihull near Birmingham, Great Britain, and<br />
a renewed assembly line for the Ford Motor Company in Turkey.
28<br />
<strong>Dürr</strong> conveyor systems transport<br />
bodies through the various process<br />
stations in the body-in-white, paint<br />
and final assembly shops.<br />
The French auto manufacturer PSA Group placed an order for us to deliver the equipment<br />
for end-of-line vehicle adjustment and testing, including conveyor systems, in<br />
Trnava, Slovakia. Indian vehicle manufacturer Tata had us supply conveyor technology<br />
for the final stage of vehicle assembly, filling technology, and a marriage station for<br />
joining power trains and bodies. Both contracts show that we are in a position to<br />
complete demanding projects reliably and on time even in the emerging markets of<br />
the automotive industry.<br />
FAStplant: More functionality with simpler technology<br />
We are taking an entirely new path with our FAStplant factory concept for the highly<br />
flexible final stage of vehicle assembly. FAStplant uses pre-manufactured conveyor<br />
modules that can be placed freely in any shop, since they do not require ceiling suspension<br />
or foundation pits. The modules come with all of the interfaces needed for<br />
the integration of assembly and testing facilities. Since FAStplant is designed as a<br />
modular system, the main line of a final assembly facility can be set up within just a<br />
few days and can easily be modified or retooled, extended, divided, or shortened to<br />
suit new vehicle models. The marketing of our new factory concept is off to a promising<br />
start, as we have already built a test line for a German automobile manufacturer<br />
with convincing results.<br />
Combination products for final assembly<br />
We primarily use technically standardized modules that can be<br />
combined into customer-specific yet cost-effective package solutions.<br />
A current example of this is the combination of our marriage<br />
stations with the freely guidable FASmatic conveyor system.<br />
This solution allows more flexibility and greater availability when<br />
joining power trains and bodies – convincing advantages, as orders<br />
from Germany, China, and the United States demonstrate.<br />
In terms of filling technology, we are rounding off our range of<br />
products by offering more systems with a low level of automation,<br />
which are especially well suited for production sites in lowcost<br />
countries. We see strong sales potential for these systems,<br />
for example, on the Chinese market.<br />
Conveyor technology: MOVITRANS used throughout<br />
In conveyor technology, we were able to demonstrate our expertise<br />
in completing projects with tight schedules. We converted the<br />
complete conveyor system for the paint shop at Hyundai’s plant<br />
in Chennai, India, in just eight months. At the start of 2005, we finished<br />
the new conveyor system for the paint shop at Volkswagen’s<br />
plant in Bratislava, Slovakia, after just six months’ conversion time.<br />
Both projects presented a significant logistical challenge, since<br />
they had to be done under ongoing production.
Final Assembly <strong>Systems</strong><br />
Product lines<br />
Automation and Conveyor<br />
Techniques<br />
Turnkey final assembly plants<br />
Conveyor systems for body-inwhite,<br />
paint shop, and final<br />
assembly stages of automobile<br />
production<br />
Planning of final assembly<br />
plants and test centers<br />
for vehicle and component<br />
development<br />
Final Assembly Products<br />
Fitting and assembly equipment,<br />
filling systems, and<br />
testing technology for final<br />
vehicle inspection<br />
Final Assembly <strong>Systems</strong> business unit<br />
In product development, we focused on expanding the range of application for<br />
MOVITRANS, our system for contactless power and data transmission. In the coming<br />
months, we will adapt all our floor and overhead conveyors to MOVITRANS to distinguish<br />
ourselves technologically even more from the competition.<br />
29<br />
Production technology for aircraft construction<br />
We further expanded our activities in aircraft construction. For example, we delivered<br />
to the Airbus plant in Stade, Germany, a major part of the assembly line for the tail<br />
fin of the A380. At the Airbus plant in Broughton, Great Britain, we put into operation<br />
a paint shop for wings as well as a complete assembly line for wing components.<br />
<strong>Dürr</strong> technology is also being used to produce the new A400M, for which Airbus ordered<br />
a complete line for the production of the rudder units and assembly equipment for<br />
the production of the wing skins.<br />
Relocating parts of the value chain<br />
One way in which we are dealing with high cost pressure is to shift parts of the value<br />
chain to our Polish subsidiary <strong>Dürr</strong>pol. We have already finished setting up the design<br />
and assembly of skid conveyors there. We are preparing to transfer further steps in<br />
the value chain to Poland and are pursuing similar concepts for the North American<br />
and Asian markets.
Ecoclean<br />
<strong>Dürr</strong> Ecoclean stands out for high-tech workpiece cleaning systems. The most important<br />
area of use for these systems is engine and transmission manufacturing in the auto-<br />
motive industry. To ensure quality, it is essential that all components are absolutely clean<br />
prior to assembly, since even tiny amounts of residue can cause damage. Ecoclean is<br />
the world’s market and technological leader and the only provider that operates world-<br />
wide. Since March 1, 2005, Ecoclean operations have been a part of the new Measuring<br />
and Process <strong>Systems</strong> division.
Cylinder head cleaning: A highpressure<br />
lance, working with an<br />
operating pressure of approximately<br />
400 bar, removes residues of contamination<br />
originating from the manufacturing<br />
process. The lance is mounted<br />
on a robotic arm that makes sure the<br />
high pressure water jet is directed just<br />
where it is needed. Final cleaning<br />
is carried out with multi-nozzle spray<br />
systems.<br />
Ecoclean business unit<br />
Course set for<br />
earnings improvement<br />
Difficult market environment in Germany<br />
Earnings enhancement measures under way<br />
New cleaning systems for diesel fuel injection systems<br />
Amounts in €m<br />
2004 2003 Change<br />
Total incoming orders 183.6 176.9 3.8%<br />
Total sales 186.1 208.1 –10.6%<br />
EBITDA –2.0 9.4 –121.3%<br />
EBT –5.1 5.7 –189.5%<br />
Employees at year’s end 909 932 –2.5%<br />
For the Ecoclean business unit, 2004 was marked by very weak demand in the important<br />
German market, which we were only partly able to offset with an increase in<br />
business in the United States, where capital spending restraint in the automotive<br />
industry was slowly beginning to ease. A gratifying development came out of the<br />
newly tapped Chinese market, where we smoothly completed a showcase project<br />
involving 19 cleaning systems for an automotive joint venture through our local<br />
unit established there in 2003.<br />
33<br />
Earnings enhancement measures introduced without delay<br />
A difficult overall market environment, insufficient capacity utilization in Germany and<br />
Spain, and unscheduled expenditures in the Coolant Filtration product line resulted<br />
in considerable reductions in profit. In response, we immediately launched a series of<br />
short and medium-term measures as part of the JUMP restructuring program. These<br />
measures will increase our profitability and strengthen our market position, especially<br />
since some of our smaller competitors have been unable to withstand the price and<br />
cost pressures and have withdrawn from the market.<br />
We are cutting production costs by simplifying the concepts and designs of our cleaning<br />
systems without compromising on functionality and quality.<br />
To further utilize the potential of the international Ecoclean network, we are installing<br />
a process-oriented organization based on international centers of competence.<br />
The interfaces between sales, purchasing, design, and assembly are being optimized<br />
to accelerate product development and order processing times and to reduce costs<br />
and capital tie-up. Strengthening project management as a key overarching process is<br />
playing a vital role.
34<br />
Ecoclean<br />
Product lines<br />
Cleaning Automotive<br />
Cleaning technology used in<br />
the production of engine and<br />
transmission components<br />
by the automobile industry<br />
Cleaning Industrial<br />
Cleaning technology used in<br />
the production of small parts<br />
and components by automobile<br />
component suppliers<br />
and other industrial enterprises<br />
Coolant Filtration<br />
Coolant recycling systems<br />
Automation<br />
Automation systems<br />
for workpiece transport<br />
and handling<br />
In the medium term, we will pursue a global platform strategy for our products, which<br />
will allow us to use more common parts and reduce costs.<br />
We are also organizing our production activities more cost-effectively. For example,<br />
we have completely stopped production at our Spanish plant in Barcelona and relocated<br />
it to the Czech Republic. The reduction of manufacturing capacities in the United<br />
States that we completed in 2003 has already begun to pay off. When the North<br />
American market picked up, we benefited from our significantly reduced fixed costs.<br />
Innovations for diesel fuel injection systems<br />
The focus of our development work in 2004 was on cleaning systems for diesel fuel<br />
injection systems. Driven by the brisk demand for fuel-efficient diesel engines, the<br />
automotive industry is setting a fast pace for innovation in this area. Parallel to that,<br />
we are developing matching systems that are capable of cleaning even tiny bores –<br />
like those in common-rail injector nozzles – with utmost precision. Our most important<br />
innovation in this area is a cleaning system for a new type of diesel fuel injection<br />
pump, with which we won a leading automotive supplier’s design competition.<br />
As the technological leader, we were also called upon by a fellow automobile components<br />
supplier for the automotive industry. We delivered cleaning equipment for<br />
diesel fuel injection systems that use the so-called piezo technology. Instead of conventional<br />
solenoid valves, the nozzle openings in piezo systems are fitted with crystal<br />
layers that expand, and thus close the opening, when electrical voltage is applied.<br />
Piezo technology makes it possible to use extremely small nozzle openings, a special<br />
challenge for us as a cleaning technology supplier.<br />
Proving our systems expertise<br />
<strong>Dürr</strong> Ecoclean is the only provider to combine cleaning technology, coolant recycling,<br />
and automation technology under a single roof. This puts us in the position of<br />
being able to process complex systems orders for engine and transmission plants.<br />
For example, we were able in 2004 to provide a US automaker with cleaning and<br />
filtration systems for the production of a new engine model plus the conveyor systems<br />
linking the individual cleaning and production process centers. Another customer<br />
ordered automation and cleaning technology in a single package from Ecoclean for<br />
the first time for its engine and six-speed transmission manufacturing facilities in<br />
the United States and Great Britain. A major factor that won us the contract was our<br />
ability to complete large-scale international projects. This expertise sets us apart<br />
from the competition and secures us a strong position in the acquisition of orders for<br />
“common products” projects, in which automakers order identical production facilities<br />
for different plants to ensure a consistent standard of production quality.
<strong>Dürr</strong> Ecoclean systems ensure optimum<br />
cleaning results coupled with environmental<br />
compatibility.<br />
Ecoclean business unit<br />
Automation systems: Solid business development<br />
Business development was strong in automation systems in 2004, both in North<br />
America and in France, the product line’s primary European market. In France, we<br />
delivered a comprehensive package of cleaning and automation technology to an<br />
automotive joint venture for the production of a new diesel engine.<br />
Coolant Filtration: Unscheduled charge against earnings<br />
Coolant Filtration also benefited from the revival of the North American market.<br />
Activity in Europe, on the other hand, declined. In addition, unscheduled expenses<br />
associated with particular orders weighed heavily on results.<br />
35<br />
Suppliers market: New vacuum cleaning system unveiled<br />
The Cleaning Industrial product line, which delivers to automotive<br />
suppliers and machinery builders, benefited from the recovering<br />
machinery business. Incoming orders, sales, and earnings all<br />
improved.<br />
Our Ecocell 79W inline cleaning system once again testified to<br />
our innovative power in this area. Workpieces such as pump housings<br />
and valve blocks are automatically placed in vacuum-sealed<br />
cells, pre-cleaned in a submersion bath, further treated with ultrasound,<br />
and finally dried in a vacuum. This process achieves far<br />
higher quality of cleaning than other processes, in which the workpieces<br />
are merely sprayed clean. Another advantage is that the<br />
cleaning cells move in a circular path as opposed to conventional<br />
inline systems in which the individual treatment stages are<br />
arranged one after the other. This gives the Ecocell 79W a much<br />
smaller footprint than conventional machines.
Measuring <strong>Systems</strong><br />
Measuring <strong>Systems</strong> supplies high-precision plants and systems for measuring static and<br />
dynamic forces. We occupy leading positions both in balancing and diagnostics systems<br />
as well as in measuring and process systems. We serve a wide range of customers, which<br />
extends beyond the automotive sector to the basic materials, machinery, and mining<br />
industries. The new Group structure – in force since March 1, 2005 – bundles both Ecoclean<br />
and Measuring <strong>Systems</strong> in the Measuring and Process <strong>Systems</strong> division.
Automatic wheel mounting system<br />
of Schenck RoTec. The tire is mounted<br />
on the rim and is inflated in split<br />
seconds. Due to the rapid pressure<br />
drop during the opening of the inflator,<br />
the surrounding air cools down<br />
quickly. Air humidity condenses and<br />
vapor is generated.<br />
Measuring <strong>Systems</strong> business unit<br />
Earnings situation significantly<br />
improved by<br />
Restructuring works<br />
Successful business in China<br />
Growing demand from the mining industry<br />
Amounts in €m<br />
2004 2003 Change<br />
Total incoming orders 320.2 286.2 11.9%<br />
Total sales 307.2 283.7 8.3%<br />
EBITDA 18.6 –4.0 565.0%<br />
EBT 10.9 –14.5 175.2%<br />
Employees at year’s end 2,084 2,255 –7.6%<br />
39<br />
The extensive restructuring measures of the program took affect in the<br />
Measuring <strong>Systems</strong> business unit. We improved the result of operations significantly<br />
and achieved earnings before taxes of € 10.9 million.<br />
A major reason for our success was the closing of the loss-making pre-manufacturing<br />
operation in Darmstadt, Germany. The closing allows us to purchase parts and components<br />
far less expensively – an important step on the path toward greater competitiveness.<br />
Successful business in China<br />
We were able to further expand our strong position in Asia. We achieved particularly<br />
strong growth in China, which accounted for 25% of total incoming orders in the<br />
past fiscal year. We hired 128 new employees there and expanded our manufacturing<br />
capacities to be better represented on the growing Chinese market. From China,<br />
we also supply customers in Europe and the Americas in addition to our Asian customers.<br />
Balancing and Diagnostic <strong>Systems</strong>: Strong services business<br />
The Balancing and Diagnostic <strong>Systems</strong> product line, the world’s market leader in<br />
these technologies, increased both sales and incoming orders in 2004. The automotive<br />
industry accounted for about 60% of sales, while the rest came from the machinery,<br />
aerospace, power plant, and electrical engineering sectors. In North America, we benefited<br />
from a sharp rise in demand from the aerospace industry. In contrast, capital<br />
spending remained restrained on the European market. Development in Asia continued<br />
to be dynamic.
40<br />
Balancing technology: Computers are<br />
used to convert the unbalance signals<br />
and to calculate the required correction.<br />
Services such as contract balancing work and training, consulting, and maintenance<br />
have developed into a strong pillar for the product line. Their share of total sales is<br />
already around 25%. Balancing work done on behalf of customers offers particularly<br />
strong potential for growth. We have expanded our network of contract balancing<br />
centers to a total of 14 locations and are now represented in all major markets.<br />
We also registered good business development in the wheels<br />
and tires branch, which supplies systems for automated assembly,<br />
filling, and balancing of complete wheels. In an international<br />
work sharing, we completed a demanding project for a supplier<br />
in Tuscaloosa (Alabama/USA). The standard modules such as the<br />
assembly, filling, and balancing machines came from Germany,<br />
while our US subsidiary supplied the conveyor systems and served<br />
as general contractor, taking care of system integration and onsite<br />
installation.<br />
We launched the CAB 900 measuring system, a new solution for<br />
measuring imbalances, calculating corrections, and controlling<br />
and regulating our balancing machines. CAB 900 is equipped with<br />
powerful software that quickly processes measurement data and<br />
precisely determines imbalances. Because the system is compatible<br />
with standard industry computers, there is little expenditure<br />
involved in installation and maintenance. CAB 900’s measuring<br />
system is equipped with a high-resolution digital signal processor<br />
that can handle even very weak audible signals with precision.<br />
Measuring and Process <strong>Systems</strong>: Growing market potential in the mining business<br />
The Measuring and Process <strong>Systems</strong> product line (Schenck Process) is the world’s<br />
only single-source supplier of systems and components for weighing, feeding,<br />
screening, and automation in industrial processes. Our customers are from the mining,<br />
cement, steel, chemical, plastics, and logistics industries. Thanks to its strong<br />
position and a robust increase in capital spending in the international mining industry,<br />
the product line Measuring and Process <strong>Systems</strong> developed very well in 2004.<br />
In China in particular, high demand for raw materials and energy resulted in strong<br />
growth of demand for processing equipment for the mining industry. The largest<br />
order that we received came from one of the country’s leading coal suppliers. We are<br />
installing a coal washing plant and two systems for loading trains with washed coal<br />
at the Zhaozhuang mine. The plant can free around 10 million metric tons of raw coal<br />
of impurities annually – a major contribution to environmentally compatible power<br />
generation. We began to cultivate the North American market with a company specifically<br />
geared to the mining industry. The prospects for growth are good. The North<br />
American mining industry is investing heavily to replace its existing plants – in many
Measuring <strong>Systems</strong><br />
Product lines<br />
Balancing and Diagnostic<br />
<strong>Systems</strong> (Schenck RoTec)<br />
Balancing and diagnostic<br />
systems for rotating and<br />
oscillating components<br />
Measuring and Process<br />
<strong>Systems</strong> (Schenck Process)<br />
<strong>Systems</strong> and components<br />
for weighing, feeding, automation,<br />
and screening<br />
in industrial processes<br />
Discontinued:<br />
Development Test <strong>Systems</strong><br />
(Schenck Pegasus)<br />
Engine, power drive train,<br />
vehicle, exhaust, and brake<br />
testing systems as well as<br />
wind tunnel balances for<br />
automobile development<br />
Measuring <strong>Systems</strong> business unit<br />
41<br />
cases obsolete – with new, more efficient plants. In South America, we were also able<br />
to expand our business in the mining sector after establishing companies in Chile and<br />
Colombia.<br />
We developed a major innovation for our MULTIRAIL Wheelscan weighing system,<br />
which measures the axle and wheel loads of moving trains. A new remote-access<br />
system allows users to obtain the data of observed trains and enter commands online<br />
from any computer. The only software requirement is a standard Web browser. We<br />
plan to use the remote access feature for other systems in the future, e.g., for automating<br />
shipping.<br />
Information about the Development Test <strong>Systems</strong> product line can be found in the<br />
“Discontinued Operations” section on page 47.
Discontinued operations<br />
Services and Development Test <strong>Systems</strong> (DTS) We classify the Services business unit<br />
and the Development Test <strong>Systems</strong> (DTS) product line in this report as discontinued oper-<br />
ations. Subject to usual approvals, particularly from antitrust authorities, we have sold<br />
the Services unit (Premier Group) to Voith AG, Heidenheim, Germany. For DTS, a product<br />
line in the Measuring <strong>Systems</strong> business unit, we are examining strategic options, e.g.,<br />
a minority shareholding or a complete sale.
Paint distribution center in an automotive<br />
paint shop: Paint circulation<br />
lines, through which paint is pumped<br />
to painting robots, need to be cleaned<br />
regularly. That is done with foam balls<br />
known as pigs, which push paint<br />
residues out of the pipeline.<br />
Discontinued operations<br />
Services,<br />
Development Test <strong>Systems</strong><br />
Amounts in €m<br />
Services<br />
The Services business unit, represented by the US-based Premier Group, continued<br />
its growth trend in 2004 with a sales plus of 8.3%. Without the increasing weakness<br />
of the US dollar, which had an above-average effect on Services due to the unit’s<br />
strong US business, the plus would have amounted to 14.5%.<br />
Outsourcing trend continues<br />
45<br />
The continuing outsourcing trend in the automotive industry ensures that the services<br />
sector remains a growth market, despite the industry’s low propensity to invest.<br />
Shifting tasks to external partners like Premier is beneficial as it permits manufacturers<br />
to reduce costs, improve quality, and fully concentrate on core areas of competence,<br />
such as development, sales, and brand management.<br />
Strategy: Expansion of product portfolio<br />
2004 2003 Change<br />
Total incoming orders 257.0 230.0 11.7%<br />
Total sales 233.4 227.8 2.5%<br />
EBITDA 4.1 –0.6 783.3%<br />
EBT –6.8 –4.8 –41.7%<br />
Employees at year’s end 6,015 5,105 17.8%<br />
To consistently take advantage of market opportunities, the Services business unit<br />
is pursuing the strategy of widening its range with perfectly fitting business models<br />
and sophisticated new services. That underscores our profile as a quality provider<br />
with full service competence and distinguishes us from smaller, local suppliers. Also,<br />
expanding our product range makes us more independent of our original core business<br />
of plant cleaning.<br />
We made good progress in restructuring our product range in 2004. That is shown<br />
among other things by the fact that primarily new business areas contributed to sales<br />
growth.<br />
Services produced a very promising start in the segment of equipment maintenance<br />
for engine factories. In our established market in the United States, we obtained a<br />
large order right away after having performed maintenance primarily for paint shops<br />
in the past. We made this entry with the help of Premier Tech, a consulting program<br />
that we use to advise our customers on strategic and operational aspects of equipment<br />
maintenance.
46<br />
Another business with growth potential is fleet management. In that area, we perform<br />
functions such as leasing and spare parts management for the vehicle fleets that<br />
automobile manufacturers and their suppliers use in their plants (e.g., lift trucks and<br />
forklifts). In 2003, we entered into a globally applicable master agreement with a large<br />
automobile component supplier. Its startup phase has now been successfully completed.<br />
As a showcase project, the model has an effect. Several customers are showing<br />
great interest in assigning their fleet management to us for a long time.<br />
“Be the best”: Innovation initiative started<br />
In line with our slogan “be the best,” we established a task force in 2004 not only to<br />
develop new services, but also to lower costs for customers on current jobs by<br />
means of pragmatic solutions. We thus managed, for example, to considerably simplify<br />
and accelerate the spray booth cleaning process. Our wide range of services<br />
is always opening up opportunities to intensify existing customer relationships and<br />
solidify them for the long term by means of additional offerings tailored to the<br />
requirements.<br />
Expansion in North America and Europe<br />
We successfully expanded our operations in North America, Great Britain, and Eastern<br />
Europe last year. In contrast, development of demand was subdued in Asia. In the<br />
United States, which is by far our largest market, we won another extensive new contract<br />
in addition to the order for maintenance of an engine factory. A Japanese manufacturer<br />
has entrusted to us the tasks of industrial cleaning for its painting equipment<br />
and facility management for its new works.<br />
In Western Europe, Great Britain was again our most important market in 2004. We<br />
are the leader there in manufacturing support services. Proceeding from that position,<br />
we are cultivating new business fields and customer relationships. On the Eastern<br />
European market, we were able to intensify our activities above all in Poland and to<br />
add extensive services for two automobile manufacturers to existing business.<br />
We also registered gratifying development in Brazil. Existing contracts for maintenance<br />
and industrial cleaning of equipment were expanded significantly in terms of<br />
revenue and were improved in respect to margins.
Discontinued operations<br />
Development Test <strong>Systems</strong><br />
47<br />
The Development Test <strong>Systems</strong> product line is the world’s second-largest supplier of<br />
test systems for vehicle development. With stiff competition unabated, we registered<br />
very different demand situations regionally in 2004. While capital spending in the<br />
automotive industry in Europe was restrained, the market in North America increased<br />
slightly. Growth in Asia remained strong, especially in China.<br />
Our most important innovation in test stand technology was the SPARC controller<br />
system. SPARC has a very high control frequency and can thus simultaneously control<br />
up to five loading or drive units (e.g. combustion engines or eddy current brakes).<br />
The advantage is that in engine and transmission testing, different shifting processes<br />
and driving situations, e.g. in mountains and curves, can be exactly simulated on<br />
the test stand. In the future, we will offer SPARC for all testing processes in vehicle<br />
development.<br />
We achieved an extraordinary success in the United States by obtaining an order to<br />
supply General Motors (GM) with extensive test systems for the purpose of uniformly<br />
expanding its engine and transmission development activities. The technology is to<br />
be used in GM development centers in six countries. The project is one of the most<br />
important individual orders that we have ever received.<br />
We entered into a cooperative agreement with Shanghai’s Tongji University for the<br />
purpose of further market development in China. As part of this project, we are<br />
supplying extensive testing equipment for vehicle development.
2004 at a glance<br />
July<br />
June<br />
March<br />
Squeeze-out Carl at Schenck AG<br />
A resolution of the shareholders’ meeting<br />
of Carl Schenck AG allows <strong>Dürr</strong> to increase<br />
its stake in Schenck to 100%.<br />
First powder top-coat line<br />
February<br />
Innovations recognized<br />
Sponsor Dr. Heinz <strong>Dürr</strong> gives the 2003 Heinz <strong>Dürr</strong> Innovation<br />
Award to five winning teams from the <strong>Dürr</strong> Group, pointing<br />
out that “Innovations are <strong>Dürr</strong>’s future!”<br />
The world’s first powder top-coat line reaches full capacity at BMW’s<br />
Regensburg, Germany, plant, with 36 painting robots electrostatically<br />
applying the environmentally compatible powder paint.<br />
Ferrari award goes to <strong>Dürr</strong><br />
<strong>Dürr</strong> earns a President’s Award from<br />
Ferrari for the new paint shop in Maranello,<br />
Italy. Dr. Heinz <strong>Dürr</strong> accepts the award.<br />
April<br />
<strong>Dürr</strong> once again top supplier for GM<br />
<strong>Dürr</strong> receives the desirable Supplier of the Year Award<br />
from General Motors for the fourth time.<br />
15th ordinary annual shareholders’ meeting<br />
On June 9, some 400 <strong>Dürr</strong> shareholders convene<br />
in Stuttgart, Germany, to learn about their<br />
company’s figures and prospects for the future.<br />
Corporate bond launched<br />
<strong>Dürr</strong>’s corporate bond is traded on the<br />
market for the first time on July 2.
September<br />
PUSH symposium<br />
On behalf of scientific dialogue at <strong>Dürr</strong>, CEO Stephan Rojahn opens a symposium of the Stifterverband<br />
für die Deutsche Wissenschaft (Donor’s Association for the Promotion of Sciences and Humanities in<br />
Germany), featuring high-level participants from the economy, research, and political communities.<br />
November<br />
October<br />
Capital Markets Day in Darmstadt, Germany<br />
Investors, analysts, and bank representatives<br />
discuss business development and new products<br />
with the Board of Management on October 13.<br />
Schenck Technology Park opens<br />
Carl Schenck AG opens a vast technology and industrial park<br />
on its grounds in Darmstadt, Germany. Some 30 companies<br />
have already set up there.<br />
December<br />
Chancellor Schröder attends signing<br />
With Germany’s Federal Chancellor Gerhard Schröder in<br />
attendance, <strong>Dürr</strong> signs an agreement to supply a turnkey<br />
coal washing plant in Beijing, China.<br />
Ralf Dieter appointed to the<br />
Board of Management<br />
Ralf Dieter, Chairman of Carl Schenck AG’s Board<br />
of Management, is appointed to <strong>Dürr</strong> AG’s Board<br />
of Management effective January 1, 2005.<br />
Two system orders in Slovakia<br />
KIA places two system orders at once with<br />
<strong>Dürr</strong> for its new plant in ˇZilina, Slovakia,<br />
where <strong>Dürr</strong> will build both the paint shop and<br />
the final assembly line.
Consolidated<br />
management report<br />
GDP development<br />
Amounts in %<br />
2004 2003<br />
World 3.9 3.7<br />
Germany 1.7 –0.1<br />
EU 2.4 0.9<br />
United States 4.4 3.1<br />
Eastern Asia 5.4 3.8<br />
China 9.0 9.1<br />
Japan 4.2 2.7<br />
Source: German Institute for<br />
Economic Research (DIW)<br />
Economic environment<br />
Global economy: Waning momentum in the second half of 2004<br />
The worldwide gross domestic product (GDP) increased by 3.9% in 2004. However,<br />
growth slowed gradually from the spring onward due in large part to diminishing<br />
fiscal policy stimuli and rising energy and raw material prices. In the United States,<br />
export momentum also declined, while imports rose sharply. The result was a further<br />
increase in the current account deficit. In China, growth slowed only slightly, although<br />
the government switched to a more restrictive economic policy and made access<br />
to consumer credit more difficult. The euro area experienced a continued economic<br />
upswing that was based primarily on exports. Germany was unable to keep pace<br />
with growth in the EU despite increased exports. Continuing uncertainty among consumers<br />
and high unemployment caused private consumption to stagnate at a low<br />
level.<br />
Automotive industry: Increasing unit sales in a difficult environment<br />
In 2004, the automotive industry sold 5.3% more passenger cars and light trucks<br />
worldwide than in the previous year. However, the market environment remained<br />
difficult, marked by intense competitive pressure, large rebates, and excess capacities.<br />
High steel prices also had a negative impact on margins.<br />
The intensity of competition has forced manufacturers and parts suppliers to increase<br />
productivity at their plants. In 2004, the following trends could be observed:<br />
In Western Europe and North America, the automotive industry’s investements in<br />
the passenger car segment primarily went towards modernizing existing plants<br />
than in building new plants. We primarily received conversion orders in which we
Sales of passenger cars and light<br />
trucks in million units<br />
2004 %*<br />
World 59.2 5.3<br />
United States 17.3 1.9<br />
Germany 3.3 0.9<br />
Western Europe 16.8 3.0<br />
Eastern Europe 1.9 16.6<br />
China 5.1 15.5<br />
Japan 5.9 0.4<br />
* Changes from 2003<br />
Source: German Association of the<br />
Automotive Industry (VDA)<br />
New Group structure<br />
since March 1, 2005<br />
<strong>Dürr</strong> AG<br />
Paint and Assembly<br />
<strong>Systems</strong><br />
Measuring and Process<br />
<strong>Systems</strong><br />
Consolidated management report<br />
51<br />
technically upgraded and flexibilized existing passenger car production plants.<br />
In the commercial vehicle segment, on the other hand, the good state of the market<br />
resulted in gratifying development in our new plant business.<br />
The building of additional automobile manufacturing plants in Eastern Europe<br />
and Asia provided good business opportunities. For example, Korean automobile<br />
manufacturer KIA Motors commissioned us to build both the paint shop and the<br />
final assembly facility at its newly developed site in ˇZilina, Slovakia. In China, where<br />
we are building a turnkey paint shop for SGM, among other things, international<br />
automobile manufacturers and suppliers continued to set up new plants at a rapid<br />
pace. This market offers the greatest potential for growth worldwide for the automotive<br />
industry. However, at 15.5%, growth in new vehicle registrations was more<br />
moderate than it had been the previous year (34.7%). This was due to the fact<br />
that the government imposed administrative restrictions that made car-buying<br />
more difficult.<br />
Organization and strategy<br />
New Group organizational structure boosts efficiency and market muscle<br />
The ongoing changes within our markets have prompted us to reorient and streamline<br />
our company’s organizational structure as of March 1, 2005. Our objective is to<br />
increase efficiency and become even more responsive to our customers’ demands<br />
and requirements. We have merged our Paint <strong>Systems</strong> and Final Assembly <strong>Systems</strong><br />
business units, which both operate primarily in plant engineering, into the new Paint<br />
and Assembly <strong>Systems</strong> (PAS) division. The mechanical engineering business units,<br />
Measuring <strong>Systems</strong> and Ecoclean, have been united in the new Measuring and Process<br />
<strong>Systems</strong> (MPS) division.<br />
We are selling the Services business unit, which was formed from the Premier Group.<br />
Its sale to the Voith Group is already under way. We are selling Services because the<br />
synergies between the systems business and the service business have not been as<br />
strong as we had expected when we purchased the unit in 1999. This has to do with<br />
the contracting practices of our customers, who do not award package contracts for<br />
plant engineering and manufacturing support services. The Development Test <strong>Systems</strong><br />
product line (DTS), an operation of the Schenck Group, is also no longer part of our<br />
core portfolio. We are currently assessing various strategic options for DTS, ranging<br />
from a minority holding to an all-out sale, in order to cultivate better growth and<br />
earnings potential for this line of business.<br />
The mergers of companies have created larger legal entities. The new structure<br />
decreases the number of subsidiaries by about one-third. We are thus reducing both<br />
complexity and costs.<br />
With the new Group structure, we are focusing on our strengths and bundling related<br />
activities in respective areas under one roof. This brings with it significant advantages.<br />
The elimination of the boundaries between business units and companies reduces<br />
the complexity of our organizational structure. We can pool expertise, establish consistent<br />
lines of responsibility, reduce interfaces, and streamline processes. Reducing<br />
duplicate structures lowers costs – both in terms of administrative overhead and in
52<br />
operations. We are achieving synergies through increased cooperation in administration,<br />
development, purchasing, and assembly, and by applying standardized methods<br />
and processes. We anticipate that the new Group structure will result in annual savings<br />
of around € 10 million beginning in 2006.<br />
The new organization will also increase our market muscle. Following the motto of<br />
“one face to the customer,” we will in future serve the major automobile manufacturers<br />
around the globe and across business units with a new key account structure. This<br />
will allow us to coordinate our sales activities better, which in turn will strengthen our<br />
position for winning contracts, generate greater transparency throughout the Group<br />
about planned customer projects, and improve opportunities for cross-selling.<br />
Comprehensive solutions expertise for the automotive industry and other sectors<br />
<strong>Dürr</strong> is one of the world’s leading suppliers of production systems for the automotive<br />
industry. In the past year, around 83% of the Group’s sales were achieved in this<br />
sector. We have targeted and are utilizing opportunities for growth in other industries,<br />
including mining and aircraft engineering.<br />
Our range of products and services for the automotive industry covers important<br />
stages of automobile production. As a systems supplier, we plan and build complete<br />
paint shops and final assembly facilities. We also deliver cleaning and filtration<br />
systems for the manufacture of engine and transmission components and balancing<br />
systems for vehicle components.<br />
The automotive industry is characterized by intense international competition. Automobile<br />
manufacturers and parts suppliers not only have to face high cost pressures<br />
but must also meet rising demands for quality and environmental compatibility. At<br />
the same time, the pressure to innovate is also rising. In order to appeal to new<br />
groups of buyers, the industry must continually put more model variations on the<br />
market faster. This explains the demand for <strong>Dürr</strong>’s latest production technologies<br />
despite slow motor vehicle sales in general. Our systems boost productivity and flexibility<br />
in automobile manufacturing. They provide for higher levels of automation, better<br />
quality, and outstanding environmental compatibility. Our range of products and<br />
services covers everything from planning automotive plants and production processes<br />
to supplying individual products and complete systems to modernization. We also<br />
supply spare parts and customer service.<br />
Competition and price pressure in business with the automotive industry are intensifying.<br />
But with the following measures, we are well equipped to meet this challenge:<br />
Greater proximity to customers and efficiency: The new Group structure will give<br />
our organization more muscle.<br />
Sustained cost reductions: We are improving our cost position and<br />
competitiveness with the earnings enhancement program.<br />
Reducing order handling risks: We have launched a comprehensive risk prevention<br />
program entitled “Total Risk Management.” The key features are the centralization<br />
of responsibilities, targeted risk assessment prior to project approval, and complete<br />
project controlling.
Consolidated management report<br />
Improving competitiveness: In addition to premium, high-end products, we also<br />
offer “baseline” solutions that provide basic equipment as part of our designto-cost<br />
approach. This allows us to be competitive when it comes to winning contracts<br />
in which price is the critical factor.<br />
Growth in emerging markets: We are continuing to expand our capacities in Asia<br />
and Eastern Europe.<br />
53<br />
Market potential in the automotive suppliers market: We are intensifying our business<br />
with the automotive industry’s parts suppliers. This segment holds strong<br />
potential since large suppliers are taking over more and more work from automobile<br />
manufacturers and therefore need the corresponding production technology.<br />
Targeted growth outside the automotive industry<br />
We will continue to expand fast-growing, high-margin lines of business outside the<br />
automotive industry through organic growth. Such areas include, for example, environmental<br />
systems, process technology for the mining and basic materials industries<br />
as well as painting and assembly systems for aircraft construction. In this way, we<br />
are reducing our dependence on the business cycles of the automotive industry.<br />
For 2005, we plan to generate 20% of Group sales through operations in the general<br />
industry sector.<br />
Business developments<br />
For 2004, we have prepared our consolidated financial statements in accordance<br />
with International Financial Reporting Standards (IFRS) for the first time. We are also<br />
reporting the comparative amounts from 2003 in accordance with IFRS. In some<br />
cases, these figures differ from those published in the 2003 Annual Report, as the<br />
2003 financial statements were prepared in accordance with United States Generally<br />
Accepted Accounting Principles (US-GAAP). The differences resulting from the conversion<br />
from US-GAAP to IFRS are not significant. The notes to the consolidated financial<br />
statements beginning on page 81 contain the corresponding reconciliations.<br />
The Services business unit and the Development Test <strong>Systems</strong> product line (DTS)<br />
of Measuring <strong>Systems</strong> are reported as discontinued operations in the 2004 financial<br />
statements. Continuing operations embrace the Paint <strong>Systems</strong>, Final Assembly<br />
<strong>Systems</strong>, Ecoclean, and Measuring <strong>Systems</strong> business units (excluding DTS) as well<br />
as the Corporate Center. The presentation of the Group comprises continuing and<br />
discontinued operations. The terms “previous year” or “previous year’s figure” always<br />
refer to 2003.<br />
As expected, incoming orders fall short of previous year<br />
The current market situation is shaped by capital spending restraint and project postponements<br />
in the automotive industry. With market volume declining, consolidated<br />
incoming orders in continuing operations amounted to € 1,584.6 million in 2004, down<br />
from € 2,127.0 million in the previous year. However, the values for 2003 and 2004<br />
are comparable only to a limited degree, since the 2003 figure was well above the
54<br />
normal level due to a large order from General Motors that will impact sales over<br />
several years. In discontinued operations, incoming orders increased to € 256.7 million<br />
(previous year: € 229.2 million).<br />
Consolidated incoming orders<br />
Amounts in €m<br />
13.9%<br />
17.3%<br />
9.8%<br />
43.8%<br />
15.2%<br />
Orders on hand: Swings can be offset with flexibility<br />
2004 2004 2003<br />
Paint <strong>Systems</strong> 805.9 1,390.0<br />
Final Assembly <strong>Systems</strong> 279.4 282.1<br />
Ecoclean 180.1 174.6<br />
Measuring <strong>Systems</strong> 319.2 280.3<br />
Continuing operations 1,584.6 2,127.0<br />
Discontinued operations 256.7 229.2<br />
Group 1,841.3 2,356.2<br />
Orders on hand in continuing operations shrank to € 920.9 million as of December 31,<br />
2004 (December 31, 2003: € 1,257.8 million). By flexibilizing working hours and reducing<br />
the number of employees, we have adjusted our capacities to the market environment.<br />
At € 131.8 million, orders on hand in discontinued operations as of December 31,<br />
2004, were higher than the corresponding figure of December 31, 2003 (€ 106.3 million),<br />
largely due to increase in the DTS product line.<br />
Consolidated orders on hand<br />
(as of December 31)<br />
Amounts in €m<br />
9.4%<br />
8.7%<br />
14.6%<br />
12.5%<br />
54.8%<br />
2004 2004 2003<br />
Paint <strong>Systems</strong> 577.3 937.2<br />
Final Assembly <strong>Systems</strong> 153.6 138.4<br />
Ecoclean 91.3 96.8<br />
Measuring <strong>Systems</strong> 98.7 85.4<br />
Continuing operations 920.9 1,257.8<br />
Discontinued operations 131.8 106.3<br />
Group 1,052.7 1,364.1<br />
Sales revenues slightly below previous year<br />
Consolidated sales revenues in continuing operations declined as expected. At<br />
€ 1,903.3 million, revenues dropped below the previous year’s figure of € 2,044.9 million<br />
by 6.9%. Adjusted for the effects of foreign exchange rates, sales would have<br />
been € 1,968.7 million, or just 3.7% lower than in 2003. In discontinued operations,<br />
we registered an increase to € 233.1 million (previous year: € 227.0 million) due to<br />
growth in the Services business unit.
Consolidated management report<br />
Consolidated sales<br />
Amounts in €m<br />
14.3%<br />
8.6%<br />
12.5%<br />
Sales share in Asia and North America increased<br />
2004 2004 2003<br />
Paint <strong>Systems</strong> 1,148.0 1.244.1<br />
Final Assembly <strong>Systems</strong> 265.9 320.4<br />
Ecoclean 183.5 202.2<br />
Measuring <strong>Systems</strong> 305.9 278.2<br />
Continuing operations 1,903.3 2,044.9<br />
Discontinued operations 233.1 227.0<br />
Group 2,136.4 2,271.9<br />
55<br />
Regionally, sales developed as follows: In North and Central America, consolidated<br />
sales from continuing operations grew from € 655.5 million to € 671.9 million. In<br />
Europe, they fell to € 900.5 million (previous year: € 1,093.6 million). In Africa, Asia,<br />
and Australia, we increased sales to € 316.3 million (previous year: € 278.8 million),<br />
while sales in South America declined to € 14.6 million (previous year: € 17.0 million).<br />
In discontinued operations, sales were down in Europe and South America but up<br />
in North and Central America, Africa, Asia, and Australia.<br />
Consolidated sales by regions<br />
Amounts in €m<br />
15.6%<br />
1.1%<br />
36.9%<br />
10.9%<br />
53.7%<br />
23.1%<br />
21.9%<br />
1.4%<br />
2004 2004 2003<br />
Germany 493.4 579.3<br />
Other EU countries 466.7 558.0<br />
Other European countries 30.1 50.7<br />
North and Central America 788.6 763.2<br />
South America 24.5 29.3<br />
Asia, Australia, Africa 333.1 291.4<br />
Group 2,136.4 2,271.9<br />
Earnings before taxes in continuing operations increased significantly<br />
In continuing operations, we increased earnings before taxes (EBT) by € 19.5 million<br />
to € 18.6 million in 2004 (previous year: € –0.9 million). The Measuring <strong>Systems</strong> business<br />
unit (excluding DTS) increased its operating earnings and reported lower restructuring<br />
expenses. The improvement in the Corporate Center is the result of writing<br />
back provisions which were no longer needed. Earnings were burdened in 2004 by<br />
unscheduled expenses amounting to € 15.1 million. Those were incurred in the<br />
Ecoclean and Final Assembly <strong>Systems</strong> business units, caused by problems in handling<br />
particular orders.<br />
In discontinued operations, EBT dropped to € –6.8 million from € –4.8 million in the<br />
previous year. The main reason for this decline is amortization of intangible assets
56<br />
EBT and EBITDA<br />
at DTS amounting to € 6.6 million. That charge was taken as a consequence of the<br />
valuation of DTS and is connected with our intention either to put the product line<br />
into a minority shareholding or to sell it. The Services business unit was able to maintain<br />
a level close to the previous year’s despite slight losses.<br />
Restructuring expenses and impairment losses in continuing operations (€ 6.8 million)<br />
include € 2.8 million for combining the Paint <strong>Systems</strong> and Final Assembly <strong>Systems</strong><br />
business units under the new Group structure. Another € 1.6 million had to be spent<br />
in Measuring <strong>Systems</strong>, mostly for closing the pre-manufacturing operation in<br />
Darmstadt, Germany. Added to that was a total of € 2.4 million in Paint <strong>Systems</strong>,<br />
Final Assembly <strong>Systems</strong>, and Ecoclean.<br />
2004 2003<br />
Amounts in €m EBITDA Margin EBT Margin EBITDA Margin EBT Margin<br />
Paint <strong>Systems</strong> 1 39.6 3.4% 28.3 2.5% 41.3 3.3% 29.3 2.3%<br />
Final Assembly <strong>Systems</strong> 1 6.0 1.6% 2.0 0.5% 11.3 2.5% 7.5 1.7%<br />
Ecoclean 1 –2.0 –1.1% –5.1 –2.7% 9.4 4.5% 5.7 2.7%<br />
Measuring <strong>Systems</strong> 1 18.6 6.1% 10.9 3.5% –4.0 –1.4% –14.5 –5.1%<br />
Corporate Center 3.4 – –17.5 – –11.5 – –28.9 –<br />
Continuing operations 2 65.6 3.4% 18.6 1.0% 46.5 2.3% –0.9 0.0%<br />
Discontinued operations 2 4.1 1.8% –6.8 –2.9% –0.6 –0.3% –4.8 –2.1%<br />
Group 2 69.7 3.3% 11.8 0.6% 45.9 2.0% –5.7 –0.3%<br />
1 Margins calculated on the basis of total sales (sales in a business unit including intragroup sales to other business units)<br />
2 Margins calculated on the basis of consolidated sales<br />
The gross margin in continuing operations rose to 16.5% in 2004 (previous year:<br />
16.3%). We were able to offset higher raw material prices by increasing efficiency.<br />
Selling, administrative and other operating expenses were down by 6.3% to<br />
€ 270.6 million (previous year: € 288.6 million) – proof of the effectiveness of our<br />
earnings enhancement program.<br />
Earnings before interest and taxes (EBIT) in continuing operations rose to € 42.5 million<br />
(previous year: € 19.8 million). The EBIT margin more than doubled, improving from<br />
1.0% to 2.2%. In discontinued operations, EBIT dropped to € –6.9 million from<br />
€ –4.9 million in 2003, mainly due to write-downs.<br />
Earnings before interest, taxes, depreciation and amortization (EBITDA) in continuing<br />
operations rose to € 65.6 million (previous year: € 46.5 million). That yields an EBITDA<br />
margin of 3.4% (previous year: 2.3%). At € 26.4 million, net interest expense was<br />
€ 2.2 million more than the previous year’s figure. The increase is a result of our new<br />
financing structure (corporate bond and syndicated loan) by means of which we<br />
have largely replaced current financial liabilities with funds dated to the medium or<br />
long term. Gross debt in continuing operations was € 289.2 million at the year’s<br />
end (previous year: € 296.4 million). Interest income was down from € 3.5 million to<br />
€ 2.5 million due to the planned reduction of positive bank balances in the framework<br />
of Group-wide cash management. Although capital expenditures on property, plant<br />
and equipment and intangible assets (excluding goodwill; see “Capital expenditures”<br />
chart on p. 64) rose to € 27.2 million (previous year: € 20.1 million), depreciation
Amounts in €m<br />
Total incoming<br />
2004 2003<br />
orders 809.2 1,400.1<br />
Total sales 1,154.5 1,250.2<br />
EBITDA 39.6 41.3<br />
EBT<br />
Capital<br />
28.3 29.3<br />
expenditures1 8.5 8.6<br />
Employees (Dec. 31) 2,690 2,808<br />
1 On property, plant and equipment and<br />
intangible assets<br />
Consolidated management report<br />
amounted to € 23.0 million and was thus below the previous year’s figure (€ 26.6 million).<br />
The critical factor here is that a majority of the capital expenditures in 2004<br />
were made in the fourth quarter. EBITDA for discontinued operations amounted to<br />
€ 4.1 million (previous year: € –0.6 million).<br />
57<br />
Finance costs, calculated on the basis of income or loss from associated companies<br />
and other investment income as well as interest expenses and income, amounted to<br />
€ –24.0 million in continuing operations, after € –20.6 million in the previous year. This<br />
is due to higher interest expenses resulting from the new financing structure and to<br />
higher average net financial debt.<br />
As of December 31, 2004, net financial debt in continuing operations stood at € 242.8<br />
million, after € 101.5 million on the previous year’s balance sheet date. However, this<br />
significant difference is a reporting date effect. We received above-average customer<br />
prepayments at the end of 2003, which reduced net financial debt as of December 31<br />
correspondingly.<br />
Finance income in discontinued operations amounted to € 0.2 million in 2004 (previous<br />
year: € 0.1 million). As of December 31, 2004, discontinued operations had positive<br />
net financial balances of € 4.9 million (previous year: € 4.5 million).<br />
Net income in continuing operations rose in 2004 to € 11.6 million (previous year: net<br />
loss of € 22.0 million). Discontinued operations reported a net loss of € 6.9 million due<br />
primarily to write-downs (previous year: net loss of € 8.3 million). The result for the<br />
Group is net income of € 4.7 million. In the previous year, the Group reported a net loss<br />
of € 30.3 million due to restructuring expenses and the non-capitalization of deferred<br />
tax assets on unused tax losses in the amount of € 23.0 million. In continuing operations,<br />
we achieved earnings per share of € 0.88, after € –1.56 in the previous year.<br />
Discontinued operations, by contrast, show earnings per share of € –0.48 (previous<br />
year: € –0.58).<br />
Business units: Continuing operations<br />
Paint <strong>Systems</strong><br />
The Paint <strong>Systems</strong> business unit received large orders in 2004 from Germany, China,<br />
and Australia as well as the Eastern European growth markets of Russia and Slovakia.<br />
However, the automotive industry’s overall capital spending in the field of painting<br />
technology did not reach the previous years’ level, particularly in Europe, the United<br />
States, and South America. Thus, total incoming orders returned to their normal level<br />
as expected after having been far above average in 2003 due to a package order from<br />
General Motors. At € 28.3 million, earnings before taxes were just under the previous<br />
year’s level, although total sales declined to € 1,154.5 million. As a result, the return<br />
on sales improved to 2.5% (previous year: 2.3%). A substantial contribution came<br />
from product standardization under the program. In addition, significant earnings<br />
growth was achieved in the Environmental <strong>Systems</strong> product line. At € 8.5 million,<br />
capital expenditures on property, plant and equipment and intangible assets were of<br />
the same order of magnitude as in the previous year. The main items were new developments<br />
in application technology and the construction of a test facility for further<br />
development of the RoDip dip-painting process. The number of employees dropped<br />
to 2,690, primarily due to capacity adjustments in France and South America.
58<br />
Amounts in €m<br />
Amounts in €m<br />
2004 2003<br />
Total incoming<br />
orders 183.6 176.9<br />
Total sales 186.1 208.1<br />
EBITDA –2.0 9.4<br />
EBT –5.1 5.7<br />
Capital 1.6 1.3<br />
expenditures 1<br />
Employees (Dec. 31) 909 932<br />
1 On property, plant and equipment and<br />
intangible assets<br />
Amounts in €m<br />
2004 2003<br />
Total incoming<br />
orders 320.2 286.2<br />
Total sales 307.2 283.7<br />
EBITDA 18.6 –4.0<br />
EBT 10.9 –14.5<br />
Capital 17.4 5.6<br />
expenditures 1<br />
2004 2003<br />
Total incoming<br />
orders 345.7 405.4<br />
Total sales 374.0 445.0<br />
EBITDA 6.0 11.3<br />
EBT 2.0 7.5<br />
Capital 8.1 6.5<br />
expenditures 1<br />
Employees (Dec. 31) 1,546 1,593<br />
1 On property, plant and equipment and<br />
intangible assets<br />
Employees (Dec. 31) 2,084 2,255<br />
1 On property, plant and equipment and<br />
intangible assets<br />
Final Assembly <strong>Systems</strong><br />
At € 345.7 million, total incoming orders in the Final Assembly business unit were<br />
significantly below the previous year’s high figure, which indeed included extensive<br />
deliveries of conveyor systems to the Paint <strong>Systems</strong> business unit. We felt considerable<br />
capital spending restraint on the part of the automotive industry in the United<br />
States, and several projects were postponed in China. By contrast, demand in Eastern<br />
Europe increased. For example, we received large orders in the area of final assembly<br />
from KIA Motors and Peugeot in Slovakia. At € 374.0 million, total sales were lower.<br />
The critical factors here were the weak US dollar and declining sales revenues at our<br />
US subsidiary <strong>Dürr</strong> Production <strong>Systems</strong> Inc. (DPS). The unsatisfactory EBT figure of<br />
€ 2.0 million is also attributable primarily to DPS. The company had to absorb high<br />
unscheduled expenses of € 8.3 million as a result of implementation problems involved<br />
in the introduction of final assembly products on the US market. Our capital expenditures<br />
on property, plant and equipment and intangible assets amounted to € 8.1 million<br />
and were mainly incurred for expansion of the site in Chemnitz, Germany. Of that<br />
total, € 1.1 million was for goodwill arising in connection with the squeeze-out at Carl<br />
Schenck AG and was assigned to Final Assembly <strong>Systems</strong>. As of December 31, 2004,<br />
we had 47 fewer employees than at the same time a year earlier. While we reduced<br />
staff in the United States, we expanded capacity in China.<br />
Ecoclean<br />
In the Ecoclean business unit, we managed to increase total incoming orders in 2004<br />
by € 6.7 million to € 183.6 million. We benefited primarily from an improved market<br />
situation in the United States, while demand in Europe was unsatisfactory. Since the<br />
upswing in US business could not offset the European market’s weakness, total sales<br />
of € 186.1 million were € 22.0 million below the previous year’s level. Earnings before<br />
taxes were negative in the amount of € –5.1 million. The primary reason, aside from<br />
low sales, was unscheduled expenses of € 6.8 million in the Coolant Filtration product<br />
line. We limited capital expenditures on property, plant and equipment and intangible<br />
assets to € 1.6 million. They primarily involved replacement expenditures. We reduced<br />
personnel capacity by another 23 employees in light of the difficult market situation.<br />
Measuring <strong>Systems</strong><br />
(excluding Development Test <strong>Systems</strong> product line)<br />
The Measuring <strong>Systems</strong> business unit increased incoming orders by 11.9% on the<br />
previous year to € 320.2 million. At € 307.2 million, total sales were up by 8.3% over<br />
the previous year. The largest contribution to this positive development came from<br />
business in process technology for the mining industry, which we managed to expand<br />
considerably. We registered growth above all in the regions of Asia, Africa, and<br />
Australia. Incoming orders and sales each increased there by more than 30%. The<br />
restructuring efforts implemented in 2003 had a positive effect on earnings. Earnings<br />
before taxes rose to € 10.9 million (previous year: € –14.5 million). Correspondingly,<br />
the EBT margin came to 3.5%. Capital expenditures on property, plant and equipment<br />
and intangible assets amounted to € 17.4 million, after € 5.6 million in the previous<br />
year. Of the total, € 13.0 million was attributable to goodwill. That resulted from<br />
increasing our stake in Schenck Australia Pty. Ltd. to 100% and the squeeze-out at Carl<br />
Schenck AG. Although 128 new jobs were created in China, the net number of employees<br />
declined by 171 to 2,084, primarily due to closing the pre-manufacturing operation<br />
in Darmstadt, Germany.
Amounts in €m<br />
2004 2003<br />
Total incoming<br />
orders 158.6 146.5<br />
Total sales 158.6 146.5<br />
EBITDA1 10.8 11.8<br />
EBT1 8.1 9.1<br />
Capital 2.5 2.4<br />
expenditures 2<br />
Employees (Dec. 31) 5,455 4,499<br />
2 On property, plant and equipment and<br />
intangible assets<br />
Consolidated management report<br />
Business units: Discontinued operations<br />
Services<br />
59<br />
The Services business unit, which is heavily represented in the US market, managed<br />
to increase total incoming orders and sales by 8.3% despite the weakness of the dollar.<br />
Calculated at the previous year’s exchange rates, the increase would have amounted<br />
to 14.5%. The largest contribution to growth came from the newly developed business<br />
line of transportation equipment management. However, other new services such as<br />
wheel pre-assembly also achieved sales increases. At € 8.1 million, earnings before<br />
taxes 1 were below the previous year’s figure of € 9.1 million. Besides exchange rate<br />
effects, the drop in 2004 is largely due to advance outlays associated with entering into<br />
transportation equipment management. Based on earnings before taxes, we achieved<br />
a return on sales of 5.1% (previous year: 6.2%). Our capital expenditures on property,<br />
plant and equipment and intangible assets amounted to € 2.5 million and were incurred<br />
primarily to expand our range of services. We increased our personnel capacity<br />
in correlation with the higher sales, so the number of employees rose by 956 to 5,455<br />
as of December 31, 2004. The increase occurred largely in Brazil, Poland, Great Britain,<br />
and the United States, where we acquired new customer and service contracts.<br />
Development Test <strong>Systems</strong> product line (DTS)<br />
Total incoming orders in the DTS product line rose to € 98.4 million in 2004 (previous<br />
year: € 83.5 million). By contrast, total sales fell from € 81.3 million to € 74.8 million.<br />
Earnings before taxes declined to € –14.9 million (previous year: € –14.0 million).<br />
Amortization on intangible assets amounting to € 6.6 million was a burden on earnings.<br />
That resulted from the valuation of DTS and is connected with our intention either<br />
to put the product line into a minority shareholding or to sell it. On the other hand, DTS<br />
managed to improve earnings performance in operating business as a result of the<br />
restructuring completed at the end of 2004.<br />
Earnings enhancement program consistently implemented<br />
With the adjustment of our Group structure as of March 1, 2005, we have taken an<br />
important step toward increasing our competitiveness. Bundling our activities into two<br />
divisions allows us to reduce costs, improve business processes, and have a more<br />
unified presence on the market.<br />
We continued to implement consistently all the measures of the Group-wide<br />
earnings enhancement program in 2004. has four primary areas of focus:<br />
Cutting costs, reducing risks, decreasing net working capital, and consolidating our<br />
locations and portfolio. We intend to achieve savings of around € 170 million through<br />
by the end of 2005. Since the beginning of the program in spring 2003, we<br />
have taken some 270 measures, most of which are now complete – and successful.<br />
1 Since the Services business unit is reported under discontinued operations, its earnings figure does not include expenses<br />
for received intragroup goods and services. For this reason, the EBT figure for 2003 here differs from the value published<br />
in the 2003 Annual Report (€ 7.1 million). EBITDA was shown at € 10.3 million in the 2003 Annual Report.
60<br />
From the project launch to the end of the year 2004, achieved cumulative savings<br />
amounted to about € 105 million as planned. In line with the distribution of sales<br />
within the Group, Paint <strong>Systems</strong> made the largest contribution to savings – about 50%.<br />
Around 20 to 30% of the savings achieved found direct expression in earnings. We have<br />
used the rest to compensate for the continuing erosion of prices and the unscheduled<br />
expenses in Ecoclean and Final Assembly <strong>Systems</strong>. The program is of central<br />
importance to the Group because its measures have enabled us to improve our competitiveness<br />
in a difficult market environment.<br />
The most important measures implemented since the beginning of 2004 are as follows:<br />
Cutting costs<br />
Consistent product standardization has allowed us to improve our cost position significantly.<br />
For example, Paint <strong>Systems</strong> lowered production costs across all painting technology<br />
products by another 6% on average in 2004. The second key area is purchasing.<br />
We have pushed forward with the establishment of purchasing offices in low-cost<br />
procurement markets. We are also using lead buyers who work across the different<br />
business units to manage the purchasing of key product groups and coordinate<br />
cooperation with large suppliers who operate globally. Finally, we have adjusted our<br />
personnel capacities to the market environment. In 2004, the number of employees<br />
in continuing operations was reduced by 4.7%.<br />
Reducing risks<br />
We consistently improved our key processes to limit earnings risks in the area of order<br />
handling. For example, with the Project Information Tool (PIM), we set up a database<br />
with which our project managers can closely track deadline and cost developments.<br />
We also developed and launched a new risk management manual for the Group.<br />
Net working capital management<br />
We have stepped up receivables and inventory management in all business units.<br />
The results were a decline of receivables in continuing operations by 9.1% and of<br />
inventories by 10.9% in 2004.<br />
Location and portfolio consolidation<br />
In the process of reshaping the Group’s structure, we have pushed forward with<br />
streamlining our network of locations. In the United States, we combined five companies<br />
belonging to the new Paint and Assembly <strong>Systems</strong> division at the beginning of<br />
2005 and placed them under uniform management. Parallel to that, we have eliminated<br />
various company and brand names. Two companies in France were already combined<br />
in 2004, and there are plans to combine five more in Germany. In the Ecoclean business<br />
unit, which belongs to the Measuring and Process <strong>Systems</strong> division as of March 1,<br />
2005, four US companies were combined at the end of 2004. The sale of the Services<br />
business unit will further reduce the complexity of our company structure.
100<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
Financial liabilities,<br />
including the bond<br />
December 31, amounts in %<br />
71.5<br />
28.5<br />
2004 2003<br />
71.4<br />
28.6<br />
47.8<br />
52.2<br />
Short term<br />
Group<br />
Continuing operations<br />
Medium and long term<br />
Group<br />
Continuing operations<br />
47.6<br />
52.4<br />
Consolidated management report<br />
Financial position<br />
Long-term financing secured<br />
61<br />
The <strong>Dürr</strong> Group put its financing structure on a new foundation at the start of July<br />
2004. A corporate bond in the nominal amount of € 200 million and a syndicated loan<br />
in the amount of € 400 million now provide us with secure financing for the long<br />
term.<br />
The fixed-rate bond matures in 2011 and has an interest coupon of 9.75%. The issue<br />
price was 96.3%. The interest payments are made every six months on January 15<br />
and July 15. The syndicated loan is composed of a revolving credit line in the amount<br />
of € 200 million and a guarantee facility of the same volume. Both tranches have a<br />
term of five years. The corporate bond is subordinated in relation to the syndicated<br />
loan, which explains the higher rate of interest compared with a bank loan.<br />
With the two interlinked transactions, <strong>Dürr</strong> has proactively diversified its financing<br />
structure. We have used the proceeds to considerably reduce our short-term liabilities<br />
to banks and to repay a note loan that became due in November 2004. This has<br />
increased the time-to-maturity factor of our financial liabilities (including the bond).<br />
The medium- and long-term portion – with reference to continuing operations – was<br />
71.4% on the balance sheet date of December 31, 2004 (previous year: 47.6%).<br />
Balance sheet: Equity ratio increased<br />
As of December 31, 2004, total assets in continuing operations shrunk by 14.7% to<br />
€ 1,288.5 million (December 31, 2003: € 1,509.9 million).<br />
Non-current assets in continuing operations amounted to € 560.1 million (December 31,<br />
2003: € 559.3 million), equivalent to 43.5% of total assets (December 31, 2003: 37.0%).<br />
At € 15.5 million, capital expenditures on property, plant and equipment were only<br />
moderately higher than in the previous year (€ 13.4 million). Combined with depreciation<br />
and currency effects, this resulted in a decline in property, plant and equipment<br />
to € 148.2 million (December 31, 2003: € 159.4 million). Goodwill and other intangible<br />
assets accounted for 26.8%, or € 345.1 million, of total assets in continuing operations<br />
(December 31, 2003: 21.8%, or € 329.4 million). Goodwill increased to € 308.8 million<br />
from € 297.3 million on the previous year’s balance sheet date. The rise was largely due<br />
to increasing <strong>Dürr</strong>’s stake in Schenck Australia Pty. Ltd. to 100% and the squeeze-out<br />
at Carl Schenck AG. The impairment test for goodwill for continuing operations did not<br />
require a valuation allowance.<br />
Current assets in continuing operations shrank by € 222.3 million to € 728.4 millon and<br />
accounted for 56.5% of total assets (December 31, 2003: 63.0%). As part of Group-wide<br />
cash pooling, we reduced cash and cash equivalents to € 46.4 million and hence to our<br />
target level (December 31, 2003: € 194.9 million). Trade receivables declined to € 563.5<br />
million from € 619.9 million on the previous year’s balance sheet.
62<br />
Total assets in discontinued operations were down by € 9.1 million from the previous<br />
year to € 146.5 million. Besides the effect of a goodwill decline due to exchange rates,<br />
this was primarily due to amortization of intangible assets amounting to € 6.6 million,<br />
performed in connection with the valuation of DTS. The impairment test did not require<br />
a valuation allowance for discontinued operations either.<br />
Balance sheet structure<br />
Amounts in %<br />
2004 2003<br />
Non-current assets 43.5 38.0<br />
Current assets 56.5 62.0<br />
Assets, Group 100.0 100.0<br />
of which discontinued operations 10.2 9.3<br />
Equity with minority interests 15.6 13.4<br />
Non-current liabilities 24.4 16.4<br />
Current liabilities 60.0 70.2<br />
Equity and liabilities, Group 100.0 100.0<br />
of which discontinued operations 10.2 9.3<br />
Equity (without minority interests) of the <strong>Dürr</strong> Group rose by € 3.5 million to € 222.4 million<br />
as of the end of 2004. As a result of the decline in total liabilities, the equity ratio<br />
improved noticeably from 13.1% at the end of 2003 to 15.5%.<br />
Our aim is to reduce the share of current financial liabilities appreciably. For this reason,<br />
we have restructured our financing by converting short-term debt into long-term<br />
financial liabilities. Accordingly, non-current liabilities in continuing operations rose<br />
to € 290.9 million (previous year: € 211.5 million). Another factor which contributed<br />
to this rise was a € 9.3 million increase in other provisions to € 18.7 million. That was<br />
largely the result of the formation of a € 9.8 million provision for prospective payments<br />
in connection with the acquisition of the remaining shares in Schenck Australia Pty. Ltd.<br />
Current liabilities in continuing operations dropped from € 1,112.1 million to € 804.8 million.The<br />
main reason for this was a reduction of trade payables (to € 492.7 million<br />
from € 662.4 million in the previous year), which was primarily due to a € 140.0 million<br />
decline in customer prepayments received. By restructuring our financing, we were<br />
able to reduce current financial liabilities by almost half. They shrank by € 75.5 million<br />
to € 85.3 million. Other liabilities were also down, from € 159.4 million to € 117.6 million.<br />
The critical factors here were lower liabilities from restructuring measures<br />
(€ 7.0 million after € 17.8 million in the previous year) and for the market valuation<br />
of our derivative financial instruments (€ 2.5 million after € 16.9 million in the previous<br />
year).<br />
The breakdown of provisions is presented in the notes to the consolidated financial<br />
statements beginning on page 107.
Consolidated management report<br />
Current and non-current liabilities<br />
Amounts in €m<br />
63<br />
As of December 31, 2004, net working capital for continuing operations amounted<br />
to € 150.3 million, up from € 53.7 million at the end of 2003. This increase as of the balance<br />
sheet date is primarily the result of lower prepayments from customers. We will<br />
continue to intensify our management of prepayments, receivables, and inventory to<br />
reduce net working capital both on annual average and as of the balance sheet date.<br />
Cash flow*<br />
2004 2003<br />
Financial liabilities 112.0 306.6<br />
Corporate bond 186.5 –<br />
Internal financing –46.1 –48.0<br />
Trade payables 492.7 662.4<br />
Tax liabilities 6.1 5.2<br />
Other liabilities 117.6 159.4<br />
Continuing operations 868.8 1,085.6<br />
Discontinued operations 98.0 100.3<br />
Group 966.8 1,185.9<br />
In continuing operations, cash flow from operating activities amounted to € –105.8 million<br />
after € 62.1 million in the previous year. The main reason for the outflow of<br />
funds was a reduction in trade payables by € 165.2 million (previous year: inflow<br />
of € 32.2 million), which was primarily due to the lower customer prepayments<br />
received. The reduction of other liabilities (not to banks) by € 33.4 million (previous<br />
year: inflow of € 10.4 million) and of provisions by € 17.0 million (previous year:<br />
outflow of € 2.0 million) also contributed to the outflow of funds. The reduction of<br />
inventories and trade receivables resulted in an inflow of € 44.1 million (previous<br />
year: outflow of € 19.9 million).<br />
In discontinued operations, cash flow from operating activities amounted to € 2.3 million,<br />
down from € 18.9 million in the previous year. Contributing factors here were a<br />
€ 5.4 million increase in trade receivables (previous year: decrease of € 14.8 million)<br />
and a € 3.2 million decrease of other liabilities (previous year: increase of € 7.5 million).<br />
Cash flow from investing activities in continuing operations totaled € –21.6 million<br />
(previous year: € –25.5 million). Purchases of property, plant and equipment resulted<br />
in an outflow of € 15.5 million (previous year: € 13.4 million). The outflow of funds due<br />
to the addition of intangible assets amounted to € 8.2 million after € 6.7 million in<br />
the previous year. The outflow of funds due to acquisitions net of cash acquired was<br />
the result of purchasing stock in Carl Schenck AG (€ 3.4 million) and Schenck Australia<br />
Pty. Ltd. (€ 2.0 million). The proceeds from selling property, plant and equipment<br />
amounted to € 8.5 million (previous year: € 2.5 million). They derived mainly from the<br />
selling involved in closing the pre-manufacturing operation in Darmstadt, Germany,<br />
and from a sale-and-lease-back transaction.<br />
* The figures for changes to balance sheet items mentioned in the section on cash flows include exchange rate effects<br />
and therefore cannot be reconstructed in the balance sheet.
64<br />
Cash flow from financing activities in 2004 were determined primarily by the restructuring<br />
of the Group’s financing (corporate bond and syndicated loan). In continuing<br />
operations, cash flow from financing activities amounted to € –25.3 million after<br />
€ –55.1 million in the previous year. The issue of the corporate bond resulted in a net<br />
inflow of € 186.9 million. Parallel to this, early repayments amounting to € 141.3 million<br />
(previous year: € 30.8 million) were made on long-term financial liabilities, and<br />
short-term liabilities to banks were reduced by € 52.1 million (previous year: increase<br />
of € 2.6 million). The outflow for interest payments amounted to € 15.0 million (previous<br />
year: € 21.1 million). In discontinued operations, cash flows from financing activities<br />
amounted to € 2.2 million (previous year: € –14.7 million).<br />
At € 30.7 million at the end of 2004, the purchase volume of our factoring program<br />
was € 6.9 million higher than the previous year’s figure. Of that total, € 25.5 million<br />
were from continuing operations, and € 5.2 million from discontinued operations.<br />
Capital expenditures<br />
Capital expenditures on property, plant and equipment and intangible assets in continuing<br />
operations increased in 2004 to € 41.3 million (previous year: € 24.5 million).<br />
This figure includes capitalized goodwill amounting to € 14.1 million, which resulted<br />
from the purchase of the remaining shares in Schenck Australia Pty. Ltd. and Carl<br />
Schenck AG (squeeze-out). After adjustment for this item, capital expenditures amounted<br />
to € 27.2 million. More information is contained in the notes to the consolidated<br />
financial statements on page 102. At € 15.5 million, capital expenditures on property,<br />
plant and equipment were moderately higher than the previous year’s figure<br />
(€ 13.4 million). At € 3.3 million, the expansion of our production facilities in Chemnitz,<br />
Germany, was the largest single item. Capital expenditures on intangible assets<br />
increased in continuing operations to € 25.8 million (previous year: € 11.1 million).<br />
This was primarily due to the above-mentioned stock purchases and to the purchase<br />
of technical and business software. We capitalized development expenditures amounting<br />
to € 4.4 million in 2004 (previous year: € 2.1 million).<br />
Capital expenditures on property, plant and equipment and intangible assets<br />
Amounts in €m<br />
12.7%<br />
12.1%<br />
36.7%<br />
18.0%<br />
17.1%<br />
3.4%<br />
2004 2004 2003<br />
Paint <strong>Systems</strong> 8.5 8.6<br />
Final Assembly <strong>Systems</strong> 8.1 6.5<br />
Ecoclean 1.6 1.3<br />
Measuring <strong>Systems</strong> 17.4 5.6<br />
Corporate Center 5.7 2.5<br />
Continuing operations 41.3 24.5<br />
Discontinued operations 6.0 6.3<br />
Group 47.3 30.8<br />
of which goodwill 14.1 4.4<br />
of which other capital expenditures 33.2 26.4
Consolidated management report<br />
In discontinued operations, total capital expenditures remained nearly unchanged at<br />
€ 6.0 million (previous year: € 6.3 million).<br />
Amortization and depreciation<br />
Amounts in €m<br />
32.6%<br />
3.5%<br />
14.9 %<br />
Control and profit-and-loss transfer agreements<br />
In addition to existing intercompany agreements, <strong>Dürr</strong> AG entered into a control and<br />
profit-and-loss transfer agreement with <strong>Dürr</strong> <strong>Systems</strong> GmbH, Stuttgart, in 2004.<br />
65<br />
Report on relationships with associated companies<br />
In conformity with Sec. 312 of the German Stock Corporation Law, the Board of<br />
Management of <strong>Dürr</strong> AG prepared a report on relationships with associated companies,<br />
in which it issued the following concluding declaration: “We declare that under the<br />
circumstances known to us at the time when transactions were carried out or a measure<br />
was implemented or refrained from, our company received fair and reasonable<br />
consideration in each transaction, and was not placed at a disadvantage by implementing<br />
or refraining from the measure in question.”<br />
Squeeze-out<br />
31.1%<br />
10.3%<br />
7.6%<br />
2004 2004 2003<br />
Paint <strong>Systems</strong> 10.6 11.5<br />
Final Assembly <strong>Systems</strong> 3.5 3.2<br />
Ecoclean 2.6 3.0<br />
Measuring <strong>Systems</strong> 5.1 7.7<br />
Corporate Center 1.2 1.2<br />
Continuing operations 23.0 26.6<br />
Discontinued operations 11.1 4.4<br />
Group 34.1 31.0<br />
By using the squeeze-out technique, we have increased our shareholding in Carl<br />
Schenck AG, Darmstadt, Germany, to 100%. The required resolution of the Schenck<br />
annual shareholders’ meeting to exclude minority shareholders was recorded in the<br />
commercial register on September 15, 2004, and is thus legally effective. By acquiring<br />
all of the company’s stock, we have put ourselves in a position to integrate Schenck<br />
more closely into the <strong>Dürr</strong> Group and to reduce costs. The excluded shareholders<br />
received a cash settlement of € 157 per share. Some former Schenck shareholders do<br />
not think the amount of the cash settlement is sufficient and have therefore initiated<br />
appeal proceedings. However, these will only examine the adequacy of the cash settlement.<br />
The resolution to exclude the minority shareholders can no longer be challenged.
66<br />
We test process and product<br />
innovations under real conditions<br />
at our technology centers.<br />
Research and development<br />
In 2004, direct expenditures for research and development (R&D) in continuing operations<br />
amounted to € 26.5 million (previous year: € 27.8 million). The R&D ratio – the<br />
quotient of R&D expense and sales – amounted to 1.4% as in the previous year. However,<br />
the item reported in the income statements contains only the smaller portion<br />
of our actual R&D expenditures. That is because we, as an engineering company,<br />
do the majority of our development work within the framework of customer orders.<br />
Expenditures incurred for such work are booked as project-related costs of sales.<br />
We increased the number of employees in the Group’s development<br />
teams to 217 as of the balance sheet date (previous year: 209).<br />
We also have many employees working on new solutions as part<br />
of customer orders.<br />
Our innovation management aspires to develop solutions that<br />
offer customers added value, whether in the form of greater flexibility,<br />
higher quality, and better environmental compatibility or<br />
greater efficiency in production. Given the intense competitive<br />
pressure in the automotive industry, our primary aim is to help our<br />
customers further reduce unit costs in production by means of<br />
cost-efficient solutions.<br />
To help our customers put new vehicle models into mass production<br />
faster, we have further shortened plant planning and construction<br />
times. The most important contribution was the continued<br />
development of virtual reality programs that we use to plan<br />
and design production systems three-dimensionally on computers.<br />
That speeds up project completion considerably.<br />
A key to increasing performance in automobile manufacturing is the modularization<br />
and standardization strategy that we pursue in product development. This strategy<br />
gives us proven base solutions that can be inexpensively and individually combined<br />
on the modular design principle. The most important advance in this area is FAStplant,<br />
the modular conveyor system concept designed for short-term configuration of a final<br />
assembly’s main line. Another contribution to cost reduction came from information<br />
systems like our EcoEMOS supervisory control systems and our EcoScreen visualization<br />
software. We have developed new Web-based versions of both programs. In<br />
addition to control, they also allow total monitoring of the production process, enabling<br />
rapid detection of production and logistics problems. In balancing technology, we<br />
launched the CAB 900 measuring system, which uses a new software to determine<br />
imbalances quickly and very precisely. We also developed new software applications<br />
in weighing technology, such as remote access that allows users to call up data from<br />
any computer connected to the Internet. More information about new developments<br />
can be found in the reports from the business units beginning on page 18.<br />
In the future, we will use additional 3-D tools to speed up order handling further. A<br />
major goal is to reduce the costly pre-assembly of complete system modules and<br />
replace it with 3-D simulations for testing the performance of modules before shipping<br />
them. In addition to high-end products, we will also step up development of<br />
“baseline” products with simple, basic features that we can offer at a low price. Our<br />
development expenditures in 2005 will be at a level similar to the previous year’s.
Consolidated management report<br />
Purchasing management<br />
67<br />
Purchasing volume within the <strong>Dürr</strong> Group is equal to roughly two-thirds of total sales.<br />
Therefore, purchasing is a key place to start utilizing cost-cutting potential. That is<br />
why the earnings enhancement program also contains numerous coordinated<br />
measures that improve purchasing coordination, resource pooling within the<br />
Group, and market research performed by our purchasing organization.<br />
We established a globally uniform purchasing information system so that information<br />
about additional cost-cutting possibilities can be disseminated throughout the entire<br />
company faster. In addition, new purchasing centers, for example in Brazil, China,<br />
Mexico, and Poland, are supporting the procurement activities of the business units.<br />
We furthermore strengthened cross-unit purchasing for high-quality product groups<br />
with more personnel, and supplemented it with centralized management for selected<br />
suppliers. Larger purchasing volumes and consistent utilization of quantity effects are<br />
the basic prerequisites for strengthening our position in purchasing. That is why we<br />
are moving ahead vigorously with the standardization of components. The common<br />
database which is now available for general agreements simplifies and speeds up<br />
purchasing processes. More favorable purchasing conditions are promised by targeted<br />
use of online auctions. We will increase our use of this option in the future.<br />
Our efforts in purchasing management have allowed us to offset some of the additional<br />
costs that resulted primarily from the sharp rise in steel prices. We expect raw material<br />
prices to continue increasing in 2005. We will counter the associated risks with even<br />
more stringent selection and evaluation procedures for our suppliers.<br />
Employees<br />
Employees, by business unit<br />
(as of December 31)<br />
20.3%<br />
45.2%<br />
0.4%<br />
11.6%<br />
6.8%<br />
15.7%<br />
2004 2004 2003<br />
Paint <strong>Systems</strong> 2,690 2,808<br />
Final Assembly <strong>Systems</strong> 1,546 1,593<br />
Ecoclean 909 932<br />
Measuring <strong>Systems</strong> 2,084 2,255<br />
Corporate Center 51 54<br />
Continuing operations 7,280 7,642<br />
Discontinued operations 6,015 5,105<br />
Group 13,295 12,747<br />
As of December 31, 2004, we employed 7,280 people in the Group’s continuing operations.<br />
That is 4.7% fewer than on the previous year’s balance sheet date (7,642). The<br />
decline was largely in the Measuring <strong>Systems</strong> business unit (excluding DTS), where<br />
the workforce was reduced by 171 employees, primarily due to the closing of the premanufacturing<br />
operation in Darmstadt, Germany. In Europe, the number of employees
68<br />
in continuing operations was reduced by 469 to 5,236. In North and South America,<br />
the number of employees was reduced by 77 to 1,309, while 184 new jobs were created<br />
in Asia, Africa, and Australia.<br />
In discontinued operations, the number of employees increased by 17.8% to 6,015<br />
(previous year: 5,105). This increase is solely due to the personnel-intensive Services<br />
business unit, which added 956 employees for project-related reasons. In contrast,<br />
DTS had 46 fewer employees as of December 31, 2004 than it had at the same time a<br />
year earlier.<br />
To ensure that we will also be able to recruit highly qualified employees in the future,<br />
we are striving to provide a positive working environment, enough latitude for<br />
employees to act on their own responsibility, and compensation that rewards performance.<br />
Moving steadily forward with training and continuing education<br />
The continuing education of our employees on a steady basis ensures our further<br />
development as a technology group and strengthens our competitive position. In<br />
2004, we focused on specialized, organizational, and technical qualification measures<br />
within the framework of the program. Examples include risk minimization<br />
and project management. These topics will remain the centerpiece of our qualification<br />
activities in the future.<br />
Due to the closing of the loss-making pre-manufacturing operation in Darmstadt,<br />
Germany, the number of trainees in the Group dropped from 257 (December 31, 2003)<br />
to 208 (December 31, 2004). In addition to the traditional trades requiring apprenticeships<br />
in industrial and commercial fields, we also offer technical and business courses<br />
(such as mechanical engineering, electrical engineering, information technology,<br />
mechatronics, and business administration) in collaboration with regional vocational<br />
colleges.<br />
Staff and university marketing at an international level<br />
We again gave qualified students from technical and business programs the opportunity<br />
to complete project-based internships in the Group in 2004. Most were deployed<br />
in Asia, North America, and Eastern Europe. In addition, we were able to get Chinese<br />
students to join courses at our German sites within the framework of a Chinese-<br />
German college scheme. In the United States, we set up the <strong>Dürr</strong> Bachelor Degree<br />
Sponsorship Program. The undergraduate students supported by the program work<br />
in various departments within the company to complement their academic education.<br />
Employees, by region (continuing operations)<br />
(as of December 31)<br />
2.1%<br />
15.9%<br />
0.3%<br />
10.1%<br />
51.1%<br />
20.5%<br />
2004 2004 2003<br />
Germany 3,723 4,087<br />
Other EU countries 1,491 1,594<br />
Other European countries 22 24<br />
North and Central America 1,157 1,195<br />
South America 152 191<br />
Asia, Africa, Australia 735 551<br />
Total 7,280 7,642
Consolidated management report<br />
Successful health management<br />
69<br />
In April 2004, we successfully completed the pilot stage of our Prevention First project,<br />
which was launched in 2003 and is aimed at promoting good health among our<br />
employees. The project is jointly funded by <strong>Dürr</strong>, project participants, and several<br />
health insurance institutions. Employee participation is strong and so we are continuing<br />
the project, also because it has brought about a substantial reduction in illnessrelated<br />
costs.<br />
Risk management<br />
The business units of the <strong>Dürr</strong> Group are exposed to a variety of risks that are inextricably<br />
linked with doing business globally. We view risk management as a central<br />
task of the Board of Management, other levels of management, and all employees.<br />
This approach to risk management should allow us to identify and limit risks sooner<br />
and simultaneously to take advantage of entrepreneurial opportunities.<br />
Risk management at <strong>Dürr</strong> is broken down into four steps: identification, assessment,<br />
control, and monitoring. We have developed appropriate tools for each of these steps.<br />
These tools include a risk management manual, a <strong>Dürr</strong>-specific risk profile, and a risk<br />
structure sheet for each type of risk. The key tool is regular risk reporting. In addition,<br />
the business units keep the Board of Management informed about unexpected risks<br />
as they arise by sending internal instant messages. <strong>Dürr</strong>’s financial controlling and<br />
internal control systems are also key elements of consistent, effective risk management.<br />
Because a portion of risks lie outside the Board of Management’s influence, even<br />
a functioning risk management system cannot completely rule out all risks. In this<br />
respect, developments can arise that diverge from the Board of Management’s plans.<br />
General economic development<br />
Besides the overall economic situation, the state of the automotive industry in particular<br />
has an impact on business developments at <strong>Dürr</strong>. For this reason, we systematically<br />
analyze the development of manufacturers and suppliers on a regular basis. This<br />
allows us to identify changes in demand at an early stage and take any necessary<br />
measures.<br />
Competitors<br />
We are faced with a variety of competitive situations. Some are oligopolistic, while<br />
others are highly differentiated and polypolistic. Our actions within each of our business<br />
units must match these different competitive structures. For this, we employ<br />
the generally accepted tools.<br />
Clients and market<br />
We are in a position to recognize changes in the demands of the automotive industry<br />
and the resulting risks at an early stage. This is because, as a key supplier, we maintain<br />
ongoing, close cooperation with our customers. Project and development partnerships<br />
with manufacturers and suppliers, for example, allow us to gear our innovations<br />
toward any new processes or materials being used in automobile design.
70<br />
Order handling and business processes<br />
We complete large-scale projects valued in the millions on a regular basis. These<br />
projects are characterized by a high degree of technical complexity and long turnaround<br />
times. We use appropriate tools to minimize schedule and earnings risks, including<br />
project management manuals and risk and opportunity checklists. The progress of<br />
large systems projects is analyzed on a regular basis by the Board of Management<br />
and other senior managers.<br />
<strong>Dürr</strong>’s most important key processes are planning, design, and order handling. In addition,<br />
our risk management system also covers support processes. The risk management<br />
tools we use to control risks in each of our business processes are as diverse<br />
as the processes themselves.<br />
Suppliers<br />
With a view to the procurement side, quality and the price-performance ratio are of<br />
particular importance to <strong>Dürr</strong>. We depend on reliable, high-quality, cost-effective supply<br />
sources. That is why our experts regularly monitor the quality standards of the<br />
suppliers and their reliability in working together. To reduce procurement risks, we<br />
maintain long-term business relationships, especially with preferred suppliers of<br />
technically complex components.<br />
Currency and interest rate risks<br />
Because <strong>Dürr</strong> operates worldwide, we must take exchange rate fluctuations into<br />
account. For us, the primary risks associated with differences in foreign exchange<br />
rates arise when we convert business figures from our foreign subsidiaries into<br />
euros (translation risk). The currency risk from product exports (transaction risk) is<br />
relatively low since a large portion of our added value is generated locally in the<br />
countries where the orders are filed.<br />
We use interest rate swaps to counter interest rate risks and fluctuations in the value<br />
of financial instruments. We use derivative financial instruments to protect ourselves<br />
against currency risks. In this way, we reduce the currency risk for expected cash<br />
flows in foreign currencies from operations and from financing transactions within the<br />
Group.<br />
All financial derivatives and related underlyings are continually and regularly monitored<br />
and evaluated within the framework of a Board of Management directive.<br />
We enter into derivative contracts only with banks that have a strong credit standing.<br />
All interest rate swaps are transacted through German banks. Further information<br />
regarding hedging activities can be found in the notes to the consolidated financial<br />
statements.<br />
Information technology<br />
Information technology is of key importance to <strong>Dürr</strong>’s business processes. We use the<br />
latest security solutions to protect our data and infrastructure against intrusion. We<br />
have also continuously increased the availability and fail-safeness of our server and<br />
storage systems for business-critical applications.<br />
Legal dispute with Alstom<br />
Integral parts of the acquisition of the Air Industries Group from Alstom in 2000 were<br />
an equity guarantee for the consolidated group and a margin guarantee for selected<br />
orders. The two parties – Alstom S.A. on one side, and <strong>Dürr</strong> AG and <strong>Dürr</strong> <strong>Systems</strong>
Consolidated management report<br />
GmbH on the other – disagree on the actual amount of these guarantees. Arbitration<br />
proceedings before the International Chamber of Commerce (ICC) in Paris have been<br />
pending since May 2001. No final decision has yet been reached.<br />
71<br />
Financing<br />
We have put the Group’s financing on a new foundation with a corporate bond in the<br />
nominal amount of € 200 million and a syndicated loan in the amount of € 400 million.<br />
Within the framework of the corporate bond, <strong>Dürr</strong> is subject to certain restrictions and<br />
obligations. Failure to adhere to these could result in the bond amount and accrued<br />
interest being called due. The terms of the syndicated loan require us to adhere to certain<br />
balance sheet and earnings ratios, which, if changed, could result in corresponding<br />
interest rate adjustments. If we fail to adhere to these conditions, the lending<br />
banks will have the right of termination. The balance sheet and earnings ratios have<br />
been renegotiated with the lending banks in 2005 to adjust them to the changed organizational<br />
and economic situation and to IFRS accounting standards, which we are<br />
applying for the first time.<br />
Events subsequent to the reporting date<br />
Ralf Dieter joins the Board of Management<br />
Ralf Dieter joined <strong>Dürr</strong> AG’s Board of Management as of January 1, 2005. Mr. Dieter is<br />
also Chairman of the Board of Management of Carl Schenck AG, a whollyowned subsidiary<br />
of <strong>Dürr</strong> AG.<br />
Services business unit to be sold<br />
We have initiated the sale of the Services business unit (Premier Group) to the Voith<br />
Group. The contract of sale was signed on March 15, 2005, and consummation of the<br />
agreement is subject to the customary reservations, including particularly the approval<br />
of antitrust authorities.<br />
New Group structure<br />
On March 1, 2005, we launched a new Group structure that comprises two divisions:<br />
Paint and Assembly <strong>Systems</strong><br />
(formerly Paint <strong>Systems</strong> and Final Assembly <strong>Systems</strong>)<br />
Measuring and Process <strong>Systems</strong><br />
(formerly Ecoclean and Measuring <strong>Systems</strong>)<br />
The Paint and Assembly <strong>Systems</strong> division is headed by the Chairman of the Board<br />
of Management, Stephan Rojahn, and the Measuring and Process <strong>Systems</strong> division<br />
by Ralf Dieter.<br />
As part of the reorganization, we merged the US companies Acco <strong>Systems</strong> Inc., Behr<br />
<strong>Systems</strong> Inc., <strong>Dürr</strong> Environmental Inc., and <strong>Dürr</strong> Production <strong>Systems</strong> Inc. into <strong>Dürr</strong><br />
<strong>Systems</strong> Inc. (formerly <strong>Dürr</strong> Industries Inc.), Plymouth, Michigan, effective January 1,<br />
2005. The US companies <strong>Dürr</strong> Automation Inc., Henry Filters Inc., and H.R. Black<br />
Company Inc. were already merged into <strong>Dürr</strong> Ecoclean Inc., Wixom, Michigan, as of<br />
December 31, 2004. In Germany, we are going to merge the following companies<br />
into <strong>Dürr</strong> <strong>Systems</strong> GmbH, Stuttgart: <strong>Dürr</strong> AIS GmbH, <strong>Dürr</strong> Automotion GmbH, <strong>Dürr</strong><br />
Environmental GmbH, and DSEngineering GmbH.
72<br />
GDP development<br />
Amounts in %<br />
2005* 2004<br />
World 3.2 3.9<br />
Germany 1.5 1.7<br />
EU 2.3 2.4<br />
United States 3.4 4.4<br />
Eastern Asia 4.7 5.4<br />
China 8.0 9.0<br />
Japan 2.1 4.2<br />
* Forecast<br />
Source: German Institute for<br />
Economic Research (DIW)<br />
Outlook<br />
Global economic growth expected to slow<br />
From today’s perspective, we expect the global economy to grow by 3.2% in 2005 and<br />
hence slower than last year. On the whole, however, the forces stimulating the<br />
economy seem to be strong enough for a slide into a downswing is not to be expected<br />
despite high raw materials prices. Nevertheless, the uncertain development of<br />
oil prices and exchange rates makes it difficult to forecast with certainty.<br />
We expect that many central banks will tighten their monetary policy to avert inflationary<br />
fears. In addition, the United States will probably rein in its expansionary fiscal<br />
policy further, which should take some wind out of the economy’s sails. In Asia, economic<br />
growth will be fueled primarily by domestic demand. The increase in output<br />
in the euro area will probably remain of the same order of magnitude as in 2004.<br />
Automotive industry: Market opportunities by launching model offensives<br />
We anticipate that the automotive industry will maintain its current pace of innovation<br />
and quickly launch new models. Such model offensives afford us good market opportunities,<br />
since we can offer cost-cutting technologies to manufacturers and their suppliers,<br />
particularly from our Paint and Assembly <strong>Systems</strong> division.<br />
In Western Europe, the automotive industry will continue to invest in the conversion<br />
of existing plants in the current year. Various European and Asian automakers are considering<br />
expanding their production capacities in North America – in part to become<br />
more independent of exchange rate risks and in part to increase their sales volumes<br />
in the world’s biggest automobile market. This could result in a corresponding<br />
demand for our solutions.<br />
New production facilities will also continue to be established primarily in Eastern<br />
Europe and Asia. Besides China, India and Russia offer the greatest growth potential<br />
for the automotive industry. Therefore, we are also going to increase our activities<br />
in those markets. However, it must be expected in the emerging markets that intense<br />
price wars among manufacturers will also increase cost pressures on suppliers.<br />
The trend toward diesel engines will gain momentum worldwide. For this reason, we<br />
expect demand to increase for corresponding cleaning and balancing systems, such<br />
as those offered by our Measuring and Process <strong>Systems</strong> division.<br />
Paint and Assembly <strong>Systems</strong><br />
The Paint and Assembly <strong>Systems</strong> division does not expect a substantial recovery<br />
in demand for 2005, since the automotive industry is still living on the high capital<br />
expenditures of the years 2001 to 2003. We expect that market development in<br />
Western Europe and the United States will be subdued and are basing our planning<br />
for 2005 on a sales figure that is around 10% lower. Due to the large number of<br />
plants and lines built by us, we see good opportunities in the modernization business.<br />
That allows our customers to achieve advantages in respect of quality, costs, and<br />
environmental compatibility. In regional terms, we see continued good market potential<br />
in Asia.
Fully automated vehicle painting<br />
processes contribute to quality and<br />
cost-efficiency.<br />
Consolidated management report<br />
Measuring and Process <strong>Systems</strong><br />
The Measuring and Process <strong>Systems</strong> division (without DTS) expects an increase in<br />
sales for 2005, particularly in North America, Eastern Europe, and Asia. Our global<br />
presence enables us to achieve profitable growth in these important markets. We are<br />
working continually on process improvements and occupy leading positions in our<br />
markets.<br />
73<br />
Group (continuing operations)<br />
Our most important tasks for 2005 are to improve profitability<br />
and minimize risks in order handling. We will continue consistently<br />
implementing the earnings enhancement program to<br />
improve our competitiveness. Within the framework of our total<br />
risk management initiative, we will introduce additional tools for<br />
limiting risks.<br />
Sales in continuing operations in 2005 will probably be below<br />
last year’s. A critical factor in that is the decline of incoming orders<br />
in 2004 after the above-average base amount in 2003 due to a<br />
large order received from General Motors. We are planning that<br />
earnings before taxes and EBITDA in continuing operations will<br />
be above the last year’s figures. Factors contributing to that will<br />
include the expansion of fast-growing business lines outside the<br />
automotive industry, such as process technology for the mining<br />
industry and painting and assembly technology for the aircraft<br />
industry.<br />
Outlook risks<br />
This outlook and other sections of this annual report include statements about future<br />
developments. As is the case for any business activity conducted in a global environment,<br />
such forward-looking statements are always subject to uncertainty. Our<br />
information is based on the conviction and assumptions of the Board of Management<br />
of <strong>Dürr</strong> AG, as developed from the information currently available. However, the following<br />
factors may affect the success of our strategic and operating measures:<br />
geopolitical risks, changes in general economic conditions (especially a prolonged<br />
recession in Europe or North America), exchange rate fluctuations and changes in<br />
interest rates, new products launched by competitors, and a lack of customer acceptance<br />
for new <strong>Dürr</strong> products or services, including growing competitive pressure.<br />
Should any of these factors or other imponderable circumstances arise, or should the<br />
assumptions underlying the forward-looking statements prove incorrect, actual<br />
results may differ from those projected. <strong>Dürr</strong> AG undertakes no obligation to provide<br />
continuous updates of forward-looking statements and information. Such statements<br />
and information are based upon the circumstances as of the date of their publication.<br />
Stuttgart, March 24, 2005<br />
<strong>Dürr</strong> Aktiengesellschaft<br />
The Board of Management
Consolidated financial statements<br />
75 Independent auditors’ report<br />
76 Consolidated income statements<br />
77 Consolidated balance sheets<br />
78 Consolidated statements of equity<br />
79 Consolidated statements of cash flows<br />
80 Notes to the consolidated financial<br />
statements
Independent auditors’ report<br />
Independent auditors’ report<br />
We have audited the consolidated financial statements, comprising the balance sheet, the<br />
income statement and the statements of equity and cash flows as well as the notes to the<br />
consolidated financial statements, prepared by <strong>Dürr</strong> Aktiengesellschaft, Stuttgart, for the fiscal<br />
year from January 1, 2004 to December 31, 2004. The preparation and the content of the consolidated<br />
financial statements are the responsibility of the Company’s Board of Management.<br />
Our responsibility is to express an opinion whether the consolidated financial statements are<br />
in accordance with the International Financial Reporting Standards (IFRS), based on our audit.<br />
75<br />
We conducted our audit of the consolidated financial statements in accordance with Sec. 317 HGB<br />
[“Handelsgesetzbuch”: German Commercial Code] and the generally accepted German standards<br />
for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer<br />
[in Deutschland] (IDW). Those standards require that we plan and perform the audit such that it<br />
can be assessed with reasonable assurance whether the consolidated financial statements are<br />
free of material misstatement. Knowledge of the business activities and the economic and<br />
legal environment of the Group and evaluations of possible misstatements are taken into account<br />
in the determination of audit procedures. The effectiveness of the accounting-related internal<br />
control system and the evidence supporting the amounts and disclosures in the consolidated<br />
financial statements are examined on a test basis within the framework of the audit. The audit<br />
includes assessing the accounting and consolidation principles used and significant estimates<br />
made by management, as well as evaluating the overall presentation of the consolidated financial<br />
statements. We believe that our audit provides a reasonable basis for our opinion.<br />
In our opinion, the consolidated financial statements give a true and fair view of the net assets,<br />
financial position, results of operations and cash flows of the Group for the fiscal year in accordance<br />
with IFRS.<br />
Our audit, which also extends to the group management report prepared by the Board of<br />
Management for the fiscal year from January 1, 2004 to December 31, 2004, has not led to any<br />
reservations. In our opinion, on the whole the group management report provides a suitable<br />
understanding of the Group’s position and suitably presents the risks of future development.<br />
In addition, we confirm that the consolidated financial statements and the group management<br />
report for the fiscal year from January 1, 2004 to December 31, 2004 satisfy the conditions<br />
required for the Company’s exemption from its obligation to prepare consolidated financial<br />
statements and the group management report in accordance with German law.<br />
Stuttgart, March 24, 2005<br />
Ernst & Young AG Wirtschaftsprüfungsgesellschaft<br />
Prof. Dr. Langenbucher Baierl<br />
Wirtschaftsprüfer Wirtschaftsprüfer<br />
(German Public Auditor) (German Public Auditor)
76<br />
Consolidated income statements<br />
of <strong>Dürr</strong> Aktiengesellschaft, Stuttgart, for the years ended December 31, 2004 and 2003<br />
Amounts in €k<br />
Continuing operations Discontinued operations <strong>Dürr</strong> Group<br />
Note 2004 2003 2004 2003 2004 2003<br />
Sales revenues (11) 1,903,321 2,044,886 233,041 226,986 2,136,362 2,271,872<br />
Cost of sales –1,589,844 –1,712,518 –194,400 –193,710 –1,784,244 –1,906,228<br />
Gross profit on sales 313,477 332,368 38,641 33,276 352,118 365,644<br />
Selling expenses –132,276 –134,809 –15,928 –11,767 –148,204 –146,576<br />
General and administrative expenses –110,506 –123,259 –21,502 –18,395 –132,008 –141,654<br />
Research and development costs<br />
Other operating income<br />
–26,493 –27,804 –1,643 –3,466 –28,136 –31,270<br />
and expenses<br />
Restructuring expenses<br />
(13) 5,211 –2,918 147 –2,289 5,358 –5,207<br />
and impairment losses (14) –6,833 –23,825 –6,652 –2,283 –13,485 –26,108<br />
Earnings before investment income,<br />
other interest and similar income, interest<br />
and similar expenses and income taxes 42,580 19,753 –6,937 –4,924 35,643 14,829<br />
Share of profit of associates 528 85 – – 528 85<br />
Other investment income/loss –563 – – – –563 –<br />
Other interest and similar income 2,464 3,503 532 695 2,996 4,198<br />
Interest and similar expenses (16) –26,440 –24,212 –350 –607 –26,790 –24,819<br />
Earnings before taxes 18,569 –871 –6,755 –4,836 11,814 –5,707<br />
Income taxes (17) –6,956 –21,127 –151 –3,485 –7,107 –24,612<br />
Net income/loss 11,613 –21,998 –6,906 –8,321 4,707 –30,319<br />
Profit share of minority interests –997 288 –19 –19 –1,016 269<br />
Profit share of shareholders<br />
of <strong>Dürr</strong> Aktiengesellschaft 12,610 –22,286 –6,887 –8,302 5,723 –30,588<br />
Earnings per share in €<br />
(basic and diluted) (10) 0.88 –1.56 –0.48 –0.58 0.40 –2.14<br />
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Consolidated balance sheets<br />
of <strong>Dürr</strong> Aktiengesellschaft, Stuttgart, as of December 31, 2004 and 2003<br />
Amounts in €k<br />
Continuing operations Discontinued operations <strong>Dürr</strong> Group<br />
77<br />
Note 2004 2003 2004 2003 2004 2003<br />
Assets<br />
Non-current assets<br />
Goodwill (18) 308,801 297,337 44,955 48,734 353,756 346,071<br />
Other intangible assets (18) 36,335 32,099 2,229 5,783 38,564 37,882<br />
Property, plant and equipment (18) 148,170 159,406 13,375 15,049 161,545 174,455<br />
Investments in associates (19) 15,762 16,033 – – 15,762 16,033<br />
Other financial assets 5,263 4,783 – – 5,263 4,783<br />
Tax receivables 100 – – – 100 –<br />
Deferred taxes (17) 44,955 49,435 2,938 4,082 47,893 53,517<br />
Prepaid expenses 735 217 563 744 1,298 961<br />
Current assets<br />
560,121 559,310 64,060 74,392 624,181 633,702<br />
Inventories and prepayments (20) 52,683 59,158 5,178 7,087 57,861 66,245<br />
Trade receivables (21) 563,532 619,937 66,288 62,364 629,820 682,301<br />
Tax receivables 5,022 5,093 101 – 5,123 5,093<br />
Other receivables and other assets (22) 57,783 69,705 4,947 5,626 62,730 75,331<br />
Cash and cash equivalents 46,448 194,898 5,023 4,961 51,471 199,859<br />
Prepaid expenses 2,903 1,836 927 1,187 3,830 3,023<br />
728,371 950,627 82,464 81,225 810,835 1,031,852<br />
Total assets 1,288,492 1,509,937 146,524 155,617 1,435,016 1,665,554<br />
Equity and liabilities<br />
Subscribed capital (23) 36,603 36,603 – – 36,603 36,603<br />
Capital reserve (23) 159,000 159,000 – – 159,000 159,000<br />
Revenue reserves (23) 8,950 –2,722 35,987 41,936 44,937 39,214<br />
Other comprehensive income (23) –13,688 –11,825 –4,477 –4,124 –18,165 –15,949<br />
Equity without minority interests 190,865 181,056 31,510 37,812 222,375 218,868<br />
Minority interests (24) 1,886 5,241 –11 7 1,875 5,248<br />
Equity with minority interests<br />
Non-current liabilities<br />
192,751 186,297 31,499 37,819 224,250 224,116<br />
Provisions for pension obligations (25) 51,258 50,126 383 – 51,641 50,126<br />
Other provisions (26) 18,717 9,401 3,870 3,033 22,587 12,434<br />
Bond (27) 186,471 – – – 186,471 –<br />
Financial liabilities (27) 26,706 145,803 1,798 2,134 28,504 147,937<br />
Internal financing –46,045 –47,980 46,045 47,980 – –<br />
Tax liabilities (28) 288 246 4 – 292 246<br />
Deferred taxes (17) 51,694 51,804 6,818 8,021 58,512 59,825<br />
Deferred income 1,811 2,106 – – 1,811 2,106<br />
290,900 211,506 58,918 61,168 349,818 272,674<br />
Current liabilities<br />
Other provisions (26) 101,716 120,404 5,764 6,462 107,480 126,866<br />
Trade payables (28) 492,705 662,394 29,059 24,699 521,764 687,093<br />
Financial liabilities (27) 85,279 160,809 382 740 85,661 161,549<br />
Tax liabilities (28) 5,813 4,942 868 929 6,681 5,871<br />
Other liabilities (28) 117,551 159,392 19,876 23,782 137,427 183,174<br />
Deferred income 1,777 4,193 158 18 1,935 4,211<br />
804,841 1,112,134 56,107 56,630 860,948 1,168,764<br />
Total equity and liabilities 1,288,492 1,509,937 146,524 155,617 1,435,016 1,665,554<br />
The accompanying notes are an integral part of these consolidated financial statements.
78<br />
Consolidated statements of equity<br />
of <strong>Dürr</strong> Aktiengesellschaft, Stuttgart, for the years ended December 31, 2004 and 2003<br />
Amounts in €k<br />
Other comprehensive income<br />
Unrealized<br />
gains/ Total<br />
losses other Equity Equity<br />
from cash compre- without with<br />
Subscribed Capital Revenue flow Currency hensive minority Minority minority<br />
capital reserve reserves hedges translation income interests interests interests<br />
January 1, 2003 36,603 159,000 81,241 –11,452 – –11,452 265,392 8,223 273,615<br />
Net loss for the year 2003 – – –30,588 – – – –30,588 269 –30,319<br />
Other changes<br />
Other comprehensive<br />
– – – – – – – –2,519 –2,519<br />
income – – – 8,383 –12,880 –4,497 –4,497 –725 –5,222<br />
Dividends – – –11,439 – – – –11,439 – –11,439<br />
December 31, 2003 36,603 159,000 39,214 –3,069 –12,880 –15,949 218,868 5,248 224,116<br />
Net income<br />
for the year 2004 – – 5,723 – – – 5,723 –1,016 4,707<br />
Other changes<br />
Other comprehensive<br />
– – – – – – – –2,516 –2,516<br />
income – – – 1,260 –3,476 –2,216 –2,216 159 –2,057<br />
December 31, 2004 36,603 159,000 44,937 –1,809 –16,356 –18,165 222,375 1,875 224,250<br />
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Consolidated statements of cash flows<br />
of <strong>Dürr</strong> Aktiengesellschaft, Stuttgart, for the years ended December 31, 2004 and 2003<br />
Amounts in €k<br />
Continuing operations Discontinued operations <strong>Dürr</strong> Group<br />
79<br />
2004 2003 2004 2003 2004 2003<br />
Earnings before interest and taxes 42,545 19,838 –6,937 –4,924 35,608 14,914<br />
Income taxes paid –1,368 –11,168 –1,584 –1,376 –2,952 –12,544<br />
Share of profit of associates<br />
Amortization and depreciation<br />
–528 –85 – – –528 –85<br />
of non-current assets<br />
Net gain on the disposal of property,<br />
23,019 26,614 11,073 4,357 34,092 30,971<br />
plant and equipment<br />
Non-cash expenses<br />
–2,018 –2,634 –51 –3 –2,069 –2,637<br />
from dedesignation of derivatives – 5,084 – – – 5,084<br />
Other non-cash expenses and income 2,474 3,545 833 383 3,307 3,928<br />
Changes in operating assets and liabilities<br />
Inventories 5,140 35,325 1,835 1,271 6,975 36,596<br />
Trade receivables 38,950 –55,216 –5,381 14,790 33,569 –40,426<br />
Other receivables and assets 5,038 –287 373 –1,139 5,411 –1,426<br />
Provisions –17,045 –1,983 715 –386 –16,330 –2,369<br />
Trade payables –165,184 32,226 5,149 –1,854 –160,035 30,372<br />
Other liabilities (other than bank) –33,408 10,435 –3,187 7,485 –36,595 17,920<br />
Other assets and liabilities –3,424 430 –496 265 –3,920 695<br />
Cash flow from operating activities –105,809 62,124 2,342 18,869 –103,467 80,993<br />
Purchase of other intangible assets –8,187 –6,678 –2,961 –3,007 –11,148 –9,685<br />
Purchase of property, plant and equipment –15,460 –13,373 –3,048 –3,272 –18,508 –16,645<br />
Purchase of other financial assets –1,009 –775 –120 – –1,129 –775<br />
Acquisitions, net of cash acquired<br />
Proceeds from the disposal<br />
–5,446 –7,187 – – –5,446 –7,187<br />
of non-current assets 8,464 2,484 128 104 8,592 2,588<br />
Cash flow from investing activities –21,638 –25,529 –6,001 –6,175 –27,639 –31,704<br />
Repayment of long-term borrowings –141,260 –30,813 – –1,491 –141,260 –32,304<br />
Change in current bank liabilities –52,146 2,560 –329 –6,241 –52,475 –3,681<br />
Bond issue 186,899 – – – 186,899 –<br />
Payment of finance lease liabilities –986 –665 –367 –360 –1,353 –1,025<br />
Change in financial liabilities to associates –32 79 – – –32 79<br />
Internal financing<br />
Dividends paid to shareholders<br />
–2,793 6,700 2,793 –6,700 – –<br />
of <strong>Dürr</strong> Aktiengesellschaft – –11,439 – – – –11,439<br />
Dividends paid to minority interests – –418 – – – –418<br />
Interest paid –14,999 –21,067 78 85 –14,921 –20,982<br />
Cash flow from financing activities –25,317 –55,063 2,175 –14,707 –23,142 –69,770<br />
Effect of exchange rate changes<br />
on cash and cash equivalents 4,314 –14,044 1,546 3,677 5,860 –10,367<br />
Change in cash and cash equivalents –148,450 –32,512 62 1,664 –148,388 –30,848<br />
Cash and cash equivalents<br />
at the beginning of the year 194,898 227,410 4,961 3,297 199,859 230,707<br />
at the end of the year 46,448 194,898 5,023 4,961 51,471 199,859<br />
The accompanying notes are an integral part of these consolidated financial statements.
80<br />
Notes to the consolidated financial statements<br />
for the 2004 reporting period<br />
1. Summary of significant accounting policies<br />
The Company<br />
Approval of the consolidated<br />
financial statements as of<br />
December 31, 2004<br />
Change in accounting and<br />
measurement policy<br />
<strong>Dürr</strong> Aktiengesellschaft (“<strong>Dürr</strong> AG” or the “Company”) is headquartered at Otto-<strong>Dürr</strong>-Strasse 8<br />
in 70435 Stuttgart, Germany. <strong>Dürr</strong> AG and its subsidiaries (“<strong>Dürr</strong>” or the “Group”) develop and<br />
manufacture paint finishing plants, automation and conveyor systems as well as environmental<br />
systems and industrial cleaning technology. In addition, the performance spectrum of <strong>Dürr</strong><br />
includes manufacturing support services, the manufacture of systems for process control proce-<br />
dures, the automation of production processes and the balancing or diagnosis of revolving<br />
parts and assemblies. <strong>Dürr</strong>’s main customers are the major companies in the automobile industry<br />
worldwide.<br />
The consolidated financial statements of <strong>Dürr</strong> AG for the reporting period ended December 31,<br />
2004, have been prepared for the first time in accordance with all International Financial Reporting<br />
Standards (IFRS) applicable as of the balance sheet date which were published by the International<br />
Accounting Standard Boards (IASB), including the interpretations issued by the International<br />
Financial Reporting Interpretations Committee (IFRIC). The requirements of the standards<br />
applied were satisfied in full.<br />
With the consolidated financial statements pursuant to IFRS, the Company makes use of the<br />
option to prepare exempting consolidated financial statements according to an internationally<br />
recognized set of accounting standards as set forth in Sec. 292a of the HGB (“Handelsgesetzbuch”:<br />
German Commercial Code). The consolidated financial reporting have been prepared<br />
according to the interpretation by the German Standardization Committee (DSRC e.V.) in German<br />
Accounting Standard No. 1 (DRS 1) and is in line with the 7th EC Directive.<br />
In accordance with the rulings of International Accounting Standard (IAS) 1 as amended in 1997,<br />
<strong>Dürr</strong> has exercised the option to present the balance sheet by maturities.<br />
The reporting period of <strong>Dürr</strong> is the calendar year. The consolidated financial statements are<br />
prepared in thousands of euros (€ thousand), unless stated otherwise.<br />
All assets and liabilities are carried at cost, with the exception of derivative financial instruments<br />
and available-for-sale securities that are carried at fair value.<br />
The consolidated financial statements and Group management report of <strong>Dürr</strong> Aktiengesellschaft<br />
prepared by the Board of Management as of December 31, 2004, were approved at the meeting<br />
of the Board of Management on March 24, 2005, for submission to the Supervisory Board.<br />
Effective January 1, 2004, <strong>Dürr</strong> adopted IFRS as its basis of Group accounting.<br />
The consolidated financial statements prepared as of December 31, 2003, in accordance with<br />
United States Generally Accepted Accounting Principles (US GAAP) were adjusted with the help<br />
of a reconciliation statement to the accounting and measurements principles of IFRS.<br />
When applying IFRS 1, <strong>Dürr</strong> uses accounting conveniences in the areas of business combinations<br />
(IFRS 3), employee benefits (IAS 19) and effects of changes in foreign exchange rates (IAS 21).
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Amounts in €k<br />
Group equity without minority interests<br />
according to US GAAP as of December 31, 2002 262,296<br />
Adjustments to IFRS<br />
Recognition of development costs pursuant to IAS 38 3,572<br />
Remeasurement of provisions for pension obligations 1,477<br />
Calculation of pension obligations pursuant to IAS 19<br />
and recognition of actuarial gains and losses<br />
Provisions for phased retirement Measurement pursuant to IAS 19 –587<br />
Change in investment in associates 82<br />
Effects of IFRS adjustments in the equity of associates<br />
Change in minority interests –24<br />
Effects of IFRS adjustments in the equity of subsidiaries with minority interests<br />
Other recognition and measurement differences 257<br />
Effects on deferred taxes –1,681<br />
Total adjustments to IFRS<br />
Group equity without minority interests<br />
3,096<br />
pursuant to IFRS as of January 1, 2003 265,392<br />
Amounts in €k<br />
Group equity without minority interests<br />
pursuant to US GAAP as of December 31, 2003 215,211<br />
Adjustments to IFRS<br />
Recognition of development costs pursuant to IAS 38 4,840<br />
Remeasurement of provisions for pension obligations 1,769<br />
Calculations of pension obligations pursuant to IAS 19<br />
Liabilities for restructuring –514<br />
Fulfilment of recognition criteria pursuant to IAS 37<br />
Provisions for phased retirement Measurement pursuant to IAS 19 –658<br />
Change in investment in associates 73<br />
Effect of IFRS adjustments in the equity of associates<br />
Change in minority interests –85<br />
Effect of IFRS adjustments in the equity of subsidiaries with minority interests<br />
Other recognition and measurement differences 400<br />
Effects on deferred taxes –2,168<br />
Total adjustments to IFRS<br />
Group equity without minority interests<br />
3,657<br />
pursuant to IFRS as of December 31, 2003 218,868<br />
81<br />
The effects of the conversion to IFRS Group accounting on the consolidated shareholders’ equity<br />
as of the balance sheet dates January 1, 2003, and December 31, 2003, and on the Group net loss<br />
for 2003 are presented below:
82<br />
2. Notes to the consolidated<br />
cash flow statement<br />
Amounts in €k<br />
Net loss of the Group according to US GAAP<br />
from January 1, 2003, to December 31, 2003<br />
Adjustments to IFRS<br />
–31,270<br />
Recognition of development costs 1,737<br />
Revaluation of the provisions for pension obligations –645<br />
Revaluation of restructuring liabilities –514<br />
Reversal of provisions for phased retirement 314<br />
Profit/loss from minority interests –55<br />
Profit/loss from associates –9<br />
Other adjustments 357<br />
Effects on deferred taxes –503<br />
Total adjustments to IFRS<br />
Net loss of the Group according to IFRS<br />
682<br />
from January 1 to December 31, 2003 –30,588<br />
The accounting and measurement as well as the explanations and disclosures on the IFRS con-<br />
solidated financial statements for the 2004 reporting period are based on the same accounting<br />
and measurement methods used as a basis for the comparative figures for the 2003 reporting<br />
period. The accounting and measurement principles are explained in note 10.<br />
The cash flow statement shows how the cash of the Group changed in the course of the report-<br />
ing period as a result of cash received and paid. In accordance with IAS 7 (Cash Flow Statements),<br />
a distinction is made between cash received from operating activities and that received from<br />
investing and financing activities. The consolidated cash flow statement is presented on page 79.<br />
The cash and cash equivalents presented in the cash flow statement contain all liquid assets<br />
shown in the balance sheet, i.e. cash in hand, checks and bank balances with an original term<br />
of less than three months. The effects of exchange rate changes on cash and cash equivalents<br />
amount to € 5,860 thousand (2003: € –10,367 thousand).<br />
The cash flow from investing and financing activities is determined on the basis of payments<br />
made or received. The cash flow from operating activities, on the other hand, is derived indirectly<br />
from the earnings before interest and taxes. When performing the indirect calculation, changes<br />
in balance sheet items considered in connection with ordinary activities are adjusted for effects<br />
from currency translation and changes in the consolidated Group. Changes in the balance sheets<br />
concerned can therefore not be reconciled with the figures based on the published consolidated<br />
balance sheet.<br />
Acquisitions, net of cash acquired<br />
In the 2004 reporting period, additional shares were acquired in exchange for cash in Carl<br />
Schenck AG, Darmstadt, of € 3,417 thousand and in Schenck Australia Pty. Ltd., North Ryde<br />
(Australia), of € 2,029 thousand (we refer to note 7).
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Bond issue<br />
In the 2004 reporting period, <strong>Dürr</strong> received cash from a bond issue of € 186,899 thousand<br />
(net of debt discount and transaction costs incurred in connection with the financing).<br />
The effects of the conversion of Group accounting to IFRS on the cash flow from operating<br />
activities and on the cash flow from investing and financing activities as of the balance sheet<br />
date December 31, 2003, are presented below.<br />
Amounts in €k<br />
Cash flow from operating activities<br />
according to US GAAP as of December 31, 2003<br />
Adjustments to IFRS<br />
Reclassification within the cash flow statement<br />
56,415<br />
Lease payments 1,025<br />
Financial liabilities to associates –79<br />
Dividends paid to minority interests 418<br />
Interest paid 20,982<br />
Increase in earnings before interest and taxes 1,240<br />
Result from associates 9<br />
Amortization and depreciation of non-current assets<br />
Changes in operating assets and liabilities<br />
441<br />
Provisions for pension obligations 645<br />
Liabilities for restructuring 514<br />
Provisions for phased retirement –314<br />
Other adjustments –303<br />
Total adjustments to IFRS<br />
Cash flow from operating activities<br />
24,578<br />
according to IFRS as of December 31, 2003 80,993<br />
Cash flow from investing activities<br />
according to US GAAP as of December 31, 2003<br />
Adjustments to IFRS<br />
–29,472<br />
Recognition of development costs –2,099<br />
Addition of other intangible assets –133<br />
Total adjustments to IFRS<br />
Cash flow from investing activities<br />
–2,232<br />
according to IFRS as of December 31, 2003 –31,704<br />
Cash flow from financing activities<br />
according to US GAAP as of December 31, 2003<br />
Adjustments to IFRS<br />
Reclassification within the cash flow statement<br />
–47,424<br />
Lease payments –1,025<br />
Financial liabilities to associates 79<br />
Dividends paid to minority interests –418<br />
Interest paid –20,982<br />
Total adjustments to IFRS<br />
Cash flow from financing activities<br />
–22,346<br />
according to IFRS as of December 31, 2003 –69,770<br />
83
84<br />
3. Explanation of the material<br />
differences between IFRS<br />
and German accounting<br />
standards<br />
The main differences in accounting and measurement methods in accordance with the guide-<br />
lines of the IASB in the consolidated financial statements of <strong>Dürr</strong> AG compared to the German<br />
HGB rules are as follows:<br />
In accordance with IFRS, the consolidated balance sheet items are classified into current and<br />
non-current assets and liabilities. Items not due within a year are disclosed as non-current<br />
assets and non-current liabilities. In addition, deferred taxes are disclosed as non-current<br />
assets and liabilities. Accounting according to German commercial law uses the balance<br />
sheet classification prescribed in Sec. 266 of the HGB.<br />
According to IAS 38, development costs are recognized as intangible assets if economic<br />
benefits are expected to flow to the Group from the production of the products that have<br />
been developed.<br />
Receivables and liabilities denominated in foreign currency are measured at the exchange<br />
rate prevailing on the balance sheet date and not according to the imparity principle.<br />
Under IFRS, the net realizable value of inventories is determined based on the sales market.<br />
Pension provisions are measured using the projected unit credit method, taking future salary<br />
developments and the corridor rule pursuant to IAS 19 into account. Indirect and direct<br />
pension obligations are included in the pension calculations.<br />
Medium-term and non-current provisions are carried at their present value.<br />
Under IFRS, goodwill must be recognized and reviewed at least annually for impairment or<br />
whenever there is any indication for impairment (impairment test). The scheduled amortization<br />
of goodwill or offsetting against equity allowed under German law is not permitted<br />
under IFRS.<br />
Pursuant to IAS 39, all financial instruments, including derivatives, are recorded and measured<br />
at amortized cost or market value depending on the way they have been categorized.<br />
Pro rata revenue recognition for construction contracts for specific customers according to<br />
the degree of completion (percentage-of-completion method).<br />
In the case of finance lease liabilities, the asset is recognized and the lease liability accrued<br />
according to the classification criteria of IAS 17.<br />
Under HGB, deferred taxes are determined on all temporary differences between the<br />
consolidated balance sheet and tax balance sheet in accordance with the timing concept to<br />
the extent that they occurred with effect on income. Under IFRS, deferred taxes must be<br />
recognized for all temporary differences between the tax carrying amounts and the carrying<br />
amounts in the IFRS consolidated balance sheet (temporary concept). Where temporary<br />
differences have occurred without effect on income, IFRS requires that the associated<br />
deferred taxes are also recorded without effect on income.
4. New accounting standards<br />
5. Consolidation principles<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
85<br />
In June 2003, the International Accounting Standards Board (IASB) issued IFRS 1 (First-time<br />
Adoption of International Financial Reporting Standards) which regulates the first-time adoption<br />
of the standards of the IASB and which came into force on January 1, 2004.<br />
On March 31, 2004, the IASB also published IFRS 3 (Business Combinations) together with the<br />
revised IAS 36 (Impairment of Assets) and IAS 38 (Intangible Assets). The application of IFRS 3<br />
is mandatory for reporting periods beginning after January 1, 2005, but may be applied earlier.<br />
<strong>Dürr</strong> has applied IFRS 3 in conjunction with IAS 36 and IAS 38 as of January 1, 2003.<br />
The standards revised in the IASB Improvement Projects were published by the IASB in<br />
December 2003. They must be used from January 1, 2005. Earlier adoption is encouraged. This<br />
relates to the following standards:<br />
IAS 1 Presentation of Financial Statements<br />
IAS 2 Inventories<br />
IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors<br />
IAS 10 Events after the Balance Sheet Date<br />
IAS 16 Property, Plant and Equipment<br />
IAS 17 Leases<br />
IAS 21 The Effect of Changes in Foreign Exchange Rates<br />
IAS 24 Related Party Disclosures<br />
IAS 27 Consolidated and Separate Financial Statements<br />
IAS 28 Investments in Associates<br />
IAS 31 Interests in Joint Ventures<br />
IAS 32 Financial Instruments – Disclosures and Presentation<br />
IAS 33 Earnings per Share<br />
IAS 39 Financial Instruments – Recognition and Measurement and<br />
IAS 40 Investment Property.<br />
In 2004 the IASB also published the following new IFRS:<br />
IFRS 2 Share-based Payment<br />
IFRS 4 Insurance Contracts<br />
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations and<br />
IFRS 6 Exploration for and Evaluation of Mineral Resources.<br />
With the exception of IAS 27, the changed or new standards were not applied in the consolidated<br />
financial statements as of December 31, 2004.<br />
The consolidated financial statements of <strong>Dürr</strong> AG and the subsidiaries and associates included<br />
in the consolidation are based on the IFRS financial statements as of December 31, 2004, and are<br />
prepared in accordance with uniform rules and audited by independent auditors.<br />
For subsidiaries included in the consolidated financial statements for the first time, capital consolidation<br />
is performed according to the purchase method of accounting (IFRS 3 “Business<br />
Combinations”). Thereby the purchase costs of the acquired shares are offset against pro rata<br />
equity of the subsidiary. All purchased assets and liabilities are included in the consolidated<br />
balance sheet at the time of purchase, taking hidden reserves and encumbrances into account.
86<br />
6. Consolidated group<br />
Any remaining debit differences are shown as goodwill under intangible assets. When the company<br />
is removed from consolidation, the goodwill is released to profit and loss. Any negative<br />
differences are shown separately in the consolidated balance sheet under non-current assets<br />
and released in accordance with IFRS 3.<br />
Companies over which the Company exercises significant influence (associates) are measured<br />
using the equity method; this is generally the case with a voting share of 20% to 50%. Any goodwill<br />
is disclosed under investments in associates.<br />
All other investments are accounted for under the cost method of accounting because market<br />
values are not available or determinable.<br />
Intercompany sales, expenses and income as well as intercompany receivables and liabilities or<br />
provisions are eliminated. Intercompany profits which are not realized by sale to third parties are<br />
eliminated.<br />
Besides <strong>Dürr</strong> AG, the consolidated financial statements as of December 31, 2004, contain all<br />
domestic and foreign companies which <strong>Dürr</strong> AG can control, either directly or indirectly (control<br />
concept). The companies are included in the consolidated financial statements from the date<br />
when control was obtained.<br />
Besides <strong>Dürr</strong> AG as the parent company, the number of companies in the consolidated group<br />
is as follows:<br />
2004 2003<br />
Number of fully consolidated companies<br />
Germany 25 26<br />
Foreign 85 84<br />
110 110<br />
2004 2003<br />
Number of companies acounted for at equity<br />
Germany 1 1<br />
Foreign 6 6<br />
7 7<br />
The consolidated financial statements contain nine (2003: nine) companies in which minority<br />
shareholders hold interests.<br />
The financial statements of consolidated companies are generally prepared as of December 31,<br />
2004. Three associates have a different balance sheet date. In these cases, the most recent financial<br />
statements as of December 31, 2003, March 31, 2004, and September 30, 2004, were used;<br />
the time lag in reporting is consistent from period to period. <strong>Dürr</strong> does not anticipate any material<br />
impact on the net assets, financial situation and results of operations as a result of the inclusion<br />
of more recent financial statements.
7. Changes in the<br />
consolidated group<br />
<strong>Dürr</strong> Paintshop <strong>Systems</strong><br />
Engineering (Shanghai) Co.<br />
Ltd.<br />
Behr Industrial <strong>Systems</strong> Inc.<br />
Premier Manufacturing<br />
Support Services S.L.<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
The following table gives an overview of the companies included in the consolidated Group for<br />
the first time.<br />
Effective March 1, 2004, <strong>Dürr</strong> founded <strong>Dürr</strong> Paintshop <strong>Systems</strong> Engineering (Shanghai) Co. Ltd.,<br />
Shanghai (P. R. China). The company is a wholly owned subsidiary of <strong>Dürr</strong> <strong>Systems</strong> GmbH,<br />
Stuttgart. The company is equipped with a capital contribution of 2,680 thousand US dollars.<br />
The company produces and sells industrial paint systems.<br />
As of June 22, 2004, Behr <strong>Systems</strong> Inc., Auburn Hills (Michigan/USA), founded Behr Industrial<br />
<strong>Systems</strong> Inc. with its registered office in Windsor (Ontario/Canada) with a capital contribution of<br />
10 thousand Canadian dollars. The company works in the field of applications technology.<br />
Premier Manufacturing Support Services S.L., San Sebastián (Spain), was founded as of July 2,<br />
2004, with capital stock of € 3 thousand by Premier Manufacturing Support Services (UK) Limited,<br />
Warwick (United Kingdom). The company offers manufacturing support services such as plant<br />
maintenance and servicing.<br />
87<br />
Capital share Date of first-time<br />
in % consolidation Explanation<br />
Paint <strong>Systems</strong> business unit<br />
<strong>Dürr</strong> Paintshop <strong>Systems</strong> Engineering<br />
(Shanghai) Co. Ltd., Shanghai/P. R. China<br />
Behr Industrial <strong>Systems</strong> Inc.,<br />
100 March 1, 2004 Formation<br />
Windsor, Ontario/Canada<br />
Services business unit<br />
Premier Manufacturing Support Services S.L.,<br />
100 June 22, 2004 Formation<br />
San Sebastián/Spain<br />
Premier Manufacturing Support Services – Michigan LLC,<br />
100 July 2, 2004 Formation<br />
Plymouth, Michigan/USA<br />
Measuring <strong>Systems</strong> business unit<br />
100 December 10, 2004 Formation<br />
Schenck Austral S.A., Santiago de Chile/Chile 75 June 28, 2004 Formation<br />
Premier Manufacturing<br />
Support Services –<br />
Michigan LLC<br />
Schenck Austral S.A.<br />
Carl Schenck AG<br />
Premier Manufacturing Support Services – Michigan LLC, Plymouth (Michigan/USA), was founded<br />
by Premier Manufacturing Support Services Inc., Cincinnati (Ohio/USA), as of December 10,<br />
2004. A capital payment was not necessary. The company offers manufacturing support services<br />
such as plant maintenance and servicing.<br />
Effective June 28, 2004, Schenck Austral S.A., Santiago de Chile (Chile), was founded. <strong>Dürr</strong> holds<br />
75% of the shares in this company. The company is equipped with capital stock totaling 300,000<br />
thousand Chilean pesos. The purpose of the company is both the sale and maintenance of products<br />
in the area of oscillating conveyors/oscillating screens.<br />
During 2004, <strong>Dürr</strong> acquired a further 19,918 (approx. 1.28%) no par value shares in Carl<br />
Schenck AG, Darmstadt, for a cash purchase price of € 3,417 thousand, giving rise to goodwill<br />
of € 2,546 thousand. As a result, the <strong>Dürr</strong> Group held 100% of the shares in Carl Schenck AG<br />
as of December 31, 2004.
88<br />
Schenck Australia Pty. Ltd.<br />
8. Currency translation<br />
The ordinary shares acquired in the 2004 reporting period were taken over in a squeeze-out.<br />
Carl Schenck AG and its subsidiaries are global leaders in the manufacture of systems and<br />
plants for process control procedures, the automation of production processes and balancing<br />
of revolving parts and assemblies.<br />
As of October 29, 2004, Carl Schenck AG, Darmstadt, acquired a further 25% of the shares in<br />
Schenck Australia Pty. Ltd., North Ryde (Australia), for a purchase price of € 13,629 thousand,<br />
giving rise to goodwill of € 11,596 thousand. In the 2004 reporting period, € 2,029 thousand of<br />
the purchase price was paid in cash; the outstanding purchase price is recorded under other<br />
provisions of € 9,800 thousand or under other liabilities at an amount of € 1,800 thousand, as the<br />
final purchase price depends on the continuing development of the company. As a result, <strong>Dürr</strong><br />
held 100% of the shares in Schenck Australia Pty. Ltd. as of December 31, 2004.<br />
The purpose of the company is both the sale and maintenance of products in the area of oscillating<br />
conveyors/oscillating sieves.<br />
In the 2004 reporting period, five companies were no longer included as they had been merged<br />
with other subsidiaries. Overall, the changes in the consolidated Group are immaterial for the<br />
net assets, financial situation and results of operations of the Group. A full list of the Group’s<br />
equity investments is filed with the commercial register at Stuttgart district court (HRB 13677).<br />
Financial statements denominated in the foreign currency of the subsidiaries included in the con-<br />
solidation are translated into euros on the basis of the functional currency concept pursuant to<br />
IAS 21 (The Effects of Changes in Foreign Exchange Rates). The functional currency is the local<br />
currency for all foreign subsidiaries of the Group, since these companies operate independently<br />
from a financial, economic and organizational viewpoint. Accordingly, assets and liabilities are<br />
thus translated at the exchange rate as of the balance sheet date, while income and expenses are<br />
generally translated at average annual rates. Any currency translation differences are recorded<br />
without effect on income in the other comprehensive income within equity (see the consolidated<br />
statements of equity).<br />
In the individual financial statements of <strong>Dürr</strong> AG and its subsidiaries, receivables and liabilities<br />
in foreign currency are valued at purchase cost. Any exchange rate gains and losses are included<br />
in the income statement under other operating income and other operating expenses. In the<br />
2004 reporting period, currency translation differences resulted in gains of € 15,820 thousand<br />
(2003: € 10,003 thousand) and losses of € 15,591 thousand (2003: € 7,524 thousand).<br />
The following main exchange rates are decisive for currency translation in the Group (equal to € 1):<br />
Closing rate Average rate<br />
Dec. 31, 2004 Dec. 31, 2003 2004 2003<br />
US dollar 1.3640 1.2499 1.2456 1.1410<br />
Pound sterling 0.7071 0.7039 0.6797 0.6928<br />
Australian dollar 1.7489 1.6746 1.6927 1.7381<br />
Canadian dollar 1.6430 1.6384 1.6157 1.5873<br />
Brazilian real 3.6206 3.6094 3.6016 3.4406<br />
Renminbi yuan 11.2891 10.1807 10.1563 9.2906<br />
Korean won 1,412.29 1,500.00 1,406.02 1,362.50<br />
Polish zloty 4.0877 4.6854 4.5168 4.4437
9. Discontinued operations<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
89<br />
In the local financial statements of the foreign subsidiaries, goodwill is translated at the mean<br />
rate prevailing on the consolidated balance sheet date. Goodwill that is not accounted for in the<br />
local financial statements of the subsidiaries is accounted for at the historical exchange rate<br />
(at the time of acquisition) as of the consolidated balance sheet date. Hidden reserves disclosed<br />
from the acquisition are accounted for in euros as these were only incurred at companies whose<br />
local currency is the euro.<br />
In connection with the strategic realignment of the Group, at its meeting on February 23, 2005,<br />
the Supervisory Board of <strong>Dürr</strong> AG approved the resolution of the Board of Management to<br />
discontinue certain operations.<br />
<strong>Dürr</strong> decided to sell the Services business unit in 2005. It was also decided to examine strategic<br />
options for the Development Test <strong>Systems</strong> (DTS) product line belonging to the Measuring <strong>Systems</strong><br />
business unit in 2005. These options range from a minority shareholding to a complete sale.<br />
The current earnings from the discontinued operations Services and DTS break down as follows:<br />
Services business unit DTS product line Discontinued operations<br />
2004 2003 2004 2003 2004 2003<br />
Amounts in €k<br />
Sales revenues 158,582 146,082 74,459 80,904 233,041 226,986<br />
Cost of sales –136,419 –123,519 –57,981 –70,191 –194,400 –193,710<br />
Gross profit on sales 22,163 22,563 16,478 10,713 38,641 33,276<br />
Selling expenses –1,466 –1,193 –14,462 –10,574 –15,928 –11,767<br />
General and administrative expenses –12,804 –12,202 –8,698 –6,193 –21,502 –18,395<br />
Research and development costs<br />
Other operating<br />
– – –1,643 –3,466 –1,643 –3,466<br />
income and expenses<br />
Restructuring expenses<br />
–94 –149 241 –2,140 147 –2,289<br />
and impairment losses<br />
Operating result of<br />
– – –6,652 –2,283 –6,652 –2,283<br />
discontinued operations 7,799 9,019 –14,736 –13,943 –6,937 –4,924<br />
Finance cost/income 347 129 –165 –41 182 88<br />
Earnings before taxes 8,146 9,148 –14,901 –13,984 –6,755 –4,836<br />
Income taxes –1,842 –2,352 1,691 –1,133 –151 –3,485<br />
Net income/loss 6,304 6,796 –13,210 –15,117 –6,906 –8,321
90<br />
The table below shows the assets and liabilities of the discontinued operations Services and DTS:<br />
Amounts in €k<br />
Dec. 31, 2004 Dec. 31, 2003 Dec. 31, 2004 Dec. 31, 2003 Dec. 31, 2004 Dec. 31, 2003<br />
Assets<br />
Non-current assets<br />
Goodwill 44,955 48,734 – – 44,955 48,734<br />
Other intangible assets 12 14 2,217 5,769 2,229 5,783<br />
Property, plant and equipment 6,169 6,725 7,206 8,324 13,375 15,049<br />
Other non-current assets 2,481 3,278 1,020 1,548 3,501 4,826<br />
Current assets<br />
53,617 58,751 10,443 15,641 64,060 74,392<br />
Inventories and prepayments 607 133 4,571 6,954 5,178 7,087<br />
Trade payables 34,572 26,208 31,716 36,156 66,288 62,364<br />
Cash and cash equivalents 6,533 5,777 –1,510 –816 5,023 4,961<br />
Other current assets 3,383 2,363 2,592 4,450 5,975 6,813<br />
45,095 34,481 37,369 46,744 82,464 81,225<br />
Total assets 98,712 93,232 47,812 62,385 146,524 155,617<br />
Equity and liabilities<br />
Services business unit DTS product line Discontinued operations<br />
Equity with minority interests<br />
Non-current liabilities<br />
25,986 27,039 5,513 10,780 31,499 37,819<br />
Provisions for pension obligations 362 – 21 – 383 –<br />
Other provisions 1,748 2,033 2,122 1,000 3,870 3,033<br />
Internal financing 39,980 36,879 6,065 11,101 46,045 47,980<br />
Other non-current liabilities 5,781 5,562 2,839 4,593 8,620 10,155<br />
47,871 44,474 11,047 16,694 58,918 61,168<br />
Current liabilities 24,855 21,719 31,252 34,911 56,107 56,630<br />
Total equity and liabilities 98,712 93,232 47,812 62,385 146,524 155,617<br />
The effect of the discontinued operations Services and DTS on the consolidated cash flow statement is shown below:<br />
Amounts in €k<br />
Services business unit DTS product line Discontinued operations<br />
Dec. 31, 2004 Dec. 31, 2003 Dec. 31, 2004 Dec. 31, 2003 Dec. 31, 2004 Dec. 31, 2003<br />
Cash flow from operating activities 2,471 14,306 –129 4,563 2,342 18,869<br />
Cash flow from investing activities –2,496 –2,356 –3,505 –3,819 –6,001 –6,175<br />
Cash flow from financing activities<br />
Effect of exchange rate changes on<br />
–860 –15,940 3,035 1,233 2,175 –14,707<br />
cash and cash equivalents 1,641 4,995 –95 –1,318 1,546 3,677<br />
Change in cash and cash equivalents 756 1,005 –694 659 62 1,664
10. Accounting and measurement principles<br />
Intangible assets<br />
Property, plant and<br />
equipment<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
91<br />
This item contains franchises, industrial rights and similar rights, recognized development costs<br />
as well as goodwill.<br />
Purchased and internally generated intangible assets are recognized pursuant to IAS 38 (Intangible<br />
Assets) if it is probable that a future economic benefit will flow to the Company from the use of<br />
the asset and the cost of the asset can be reliably determined. Intangible assets with a finite useful<br />
life (with the exception of goodwill) are carried at cost and amortized systematically over their<br />
useful life using the straight-line method (between three and ten years) provided there is no impairment<br />
loss. Goodwill and other intangible assets with indefinite useful lives are not amortized<br />
on a scheduled basis but are reviewed once annually for impairment or more frequently if impairment<br />
indicators arise.<br />
Expenses for the development of new products are capitalized as development costs if certain<br />
technical or economic criteria are satisfied, such as the technical feasibility of the new developments<br />
and their future market success. The cost of an internally generated intangible asset is the<br />
sum of expenditure incurred from the date when the intangible asset first meets the recognition<br />
criteria. Scheduled amortization is charged using the straight-line method over the estimated<br />
useful life of the asset (between seven and ten years).<br />
The accounting of property, plant and equipment is made at cost less scheduled depreciation<br />
over the customary useful life of the assets. Production cost comprises all costs that can be<br />
allocated to the production process, directly or indirectly. The customary useful lives are between<br />
three and five years for computer hardware, between five and ten years for furniture and fixtures,<br />
between five and 15 years for machines and equipment, and between 15 and 50 years for<br />
buildings and leasehold improvements.<br />
In the course of restructuring, impairment losses of € 141 thousand were recorded on property,<br />
plant and equipment during the 2004 reporting period. In the course of restructuring Schenck<br />
Fertigungs & Service GmbH, Darmstadt, impairment losses of € 1,266 thousand were recorded<br />
on property, plant and equipment in the 2003 reporting period.<br />
Cost includes major expenditures and replacements which extend useful lives or increase capacity.<br />
The historical cost of assets that are either sold or scrapped are eliminated after deduction of<br />
accumulated depreciation. Any gains or losses from the disposal of assets are disclosed as other<br />
operating income or expenses. Costs of ongoing repairs and maintenance are expensed in the<br />
period incurred.<br />
As a result of the combination of the associated companies Schenck RoTec Corporation and<br />
Schenck Pegasus Corporation at the location in Troy (Michigan/USA) in 2003, the Schenck RoTec<br />
building in Orion (Michigan/USA) is no longer used. The Company planned to sell the building<br />
in the 2004 reporting period. Due to the unfavorable market situation for real estate, <strong>Dürr</strong> has<br />
decided not to sell the building for the meantime.<br />
Due to the combination in 2003 of <strong>Dürr</strong> Industries Inc., Plymouth (Michigan/USA), and <strong>Dürr</strong> Environmental<br />
Inc., Plymouth (Michigan/USA), in a single location, the building of <strong>Dürr</strong> Environmental Inc.<br />
in Wixom (Michigan/USA) is no longer used. The Company planned to sell the building in the<br />
2004 reporting period. Due to the unfavorable market situation for real estate, <strong>Dürr</strong> has decided<br />
not to sell the building for the meantime.<br />
Both properties are disclosed under property, plant and equipment in the reporting periods<br />
2004 and 2003.
92<br />
Impairment test<br />
Government grants<br />
Leases<br />
All intangible assets with an indefinite useful life and goodwill are tested for impairment at the<br />
end of each reporting period. The impairment test is performed annually as of December 31.<br />
Other intangible assets and property, plant and equipment are reviewed for impairment whenever<br />
events or changes in circumstances indicate that the carrying amount of an asset may not<br />
be recoverable.<br />
If the net realizable amount of the asset falls short of the carrying value, an impairment loss is<br />
recognized in the income statement. The recoverable amount is the higher of an asset’s net sales<br />
price and its value in use. The net sales price is the amount recoverable from the disposal of the<br />
asset at customary market conditions less sales costs. Value in use is the fair value of the estimated<br />
future cash flow expected to arise from the continuing use of an asset and from its disposal at<br />
the end of its useful life. The recoverable amount is determined for each asset individually or, if<br />
that is not possible, for the cash-generating unit to which the asset belongs. As regards goodwill<br />
acquired in business combinations, the relevant cash-generating units correspond to the business<br />
units of the <strong>Dürr</strong> Group based on internal reporting structures.<br />
To determine the estimated cash flow of each cash-generating unit, basic assumptions have to<br />
be made. These include assumptions regarding financial planning and the interest rates used for<br />
discounting.<br />
A reversal of impairment losses recognized in prior years is recorded where there is an indication<br />
that the impairment losses recognized for the asset no longer exist or have decreased. The<br />
reversal is posted as a gain to the income statement. The increase in value or the reduction of<br />
an impairment loss of an asset is, however, only recorded to the extent that it does not exceed<br />
the carrying value that would have existed if the regular amortization or depreciation had been<br />
recorded and no impairment losses had been recognized. Write-downs on goodwill recorded as<br />
a result of impairment tests may not be reversed.<br />
According to IAS 20 (Accounting for Government Grants and Disclosure of Government<br />
Assistance), government grants are only recorded if it is reasonably certain that the conditions<br />
attached to the grants will be fulfilled and the grants actually awarded. Grants are deducted<br />
from the carrying amount of the subsidized asset.<br />
The companies in the <strong>Dürr</strong> Group are lessees of land, buildings and office and operating equipment.<br />
The majority of leases are classified as operating leases.<br />
When the leases meet the definition of finance leases, the leased asset is recognized at acquisition<br />
cost (net present value of future minimum lease payments less costs incurred for insurance,<br />
maintenance and taxes on any profit thereon). A liability is also established at that time for the<br />
same amount. The upper limit for the recognition of a leased asset and the liability is its fair value.<br />
The leased asset is depreciated over the shorter of the lease term and its estimated useful life.<br />
Interest is imputed on the obligation using the effective interest method over the lease term.<br />
Lease payments on operating leases are recorded as an expense in the income statement on a<br />
straight-line basis over the term of the lease.
Investments in associates<br />
Financial instruments<br />
Other financial assets<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
93<br />
Companies over which <strong>Dürr</strong> does not exert a significant influence are recorded as investments in<br />
associates. The Group’s share of profits and losses is shown in the consolidated balance sheet<br />
as a change in the carrying amount and recognized in the consolidated income statement under<br />
share of profit of associates. Dividends received are deducted from the carrying amount.<br />
Pursuant to IAS 39, financial instruments are classified in the following categories:<br />
financial assets held for trading<br />
held-to-maturity investments<br />
loans and receivables originated by the enterprise and<br />
available-for-sale financial assets.<br />
Financial assets with fixed or determinable payments and fixed maturity that the Company<br />
intends and has the ability to hold to maturity – other than loans and receivables originated by the<br />
enterprise – are classified as held-to-maturity financial assets. Financial assets that are acquired<br />
principally for the purpose of generating a profit from short-term fluctuations in price are classified<br />
as held-for-trading financial assets. All other financial assets apart from loans and receivables<br />
originated by the company are classified as available-for-sale financial assets.<br />
Held-to-maturity financial assets are disclosed under non-current assets unless they are due<br />
within 12 months of the balance sheet date. Held-for-trading financial assets are disclosed<br />
under current assets. Available-for-sale financial assets are disclosed under current assets if<br />
the management intends to sell them within 12 months of the balance sheet date.<br />
Purchases or sales of financial assets are accounted for using the trade date method.<br />
The initial recognition of a financial asset is at cost, which corresponds to the fair value of the<br />
consideration given or received; transaction costs are included.<br />
Changes in the fair value of held-for-trading financial assets are recorded in the net profit or loss.<br />
For this purpose, the fair value of a financial instrument is the amount that can be generated<br />
for the asset in an arm’s length transaction between knowledgeable and willing parties, under<br />
current market conditions.<br />
Held-to-maturity financial assets are measured at amortized cost using the effective interest<br />
rate method. If it is more likely than not that the value of financial assets measured at amortized<br />
cost is impaired, the impairment is recorded against earnings. If an impairment loss recorded<br />
in a prior period decreases and the decrease in the impairment (or a write-up) can be objectively<br />
related to an event occurring after the impairment loss, the write-up is included in net profit<br />
or loss. A write-up cannot, however, exceed the carrying value that would have been recognized<br />
without the impairment.<br />
Loans and receivables originated by the enterprise and not held for trading are measured at<br />
amortized cost or the lower net realizable value on the balance sheet date.<br />
Available-for-sale financial assets are accounted for at market value. Unrealized gains and losses<br />
are disclosed in other comprehensive income, net of a tax portion. The reserve is released to profit<br />
or loss either upon disposal or if it is impaired.<br />
The marketable securities disclosed under other financial assets are classified as available-for-sale<br />
securities and therefore measured at market value on the balance sheet date. There were no<br />
adjustments to other comprehensive income in the reporting periods 2004 and 2003 as the<br />
unrealized changes in fair value were immaterial.
94<br />
Inventories and prepayments<br />
Construction contracts<br />
Trade receivables<br />
Inventories of raw materials, consumables and supplies, work in progress from non-contract<br />
production and finished goods are carried at the lower of cost or market value on the balance<br />
sheet date. Valuation allowances are recorded for obsolete and slow-moving inventories.<br />
Cost of production comprises direct material costs, direct labor costs as well as all productionrelated<br />
overheads including production-related depreciation.<br />
<strong>Dürr</strong> generates most of its sales revenues from long-term construction contracts. Contract revenue<br />
is recognized according to the percentage-of-completion method (POC method) based on costs<br />
incurred relative to total estimated costs. The zero-profit method (ZP method) is used in situations<br />
where estimated completion costs cannot be reliably determined.<br />
Progress billings issued to customers and cash received from customers are not recorded as sales<br />
but deducted, without effect on income, from cost and estimated earnings in excess of billings on<br />
uncompleted contracts or added to advances received.<br />
To the extent that costs have been incurred on contracts, but the amounts cannot yet be billed<br />
under the terms of the contracts, they are reported together with the corresponding partial<br />
earnings as cost and estimated earnings in excess of billings on uncompleted contracts. The<br />
invoicing of such amounts is dependent on certain contractually defined milestones being<br />
reached. Cost and estimated earnings in excess of billings on uncompleted contracts include<br />
directly allocable costs (material, labor cost and cost of services provided by third parties) as<br />
well as the appropriate portion of production overheads and the estimated earnings.<br />
Also included in cost and estimated earnings in excess of billings on uncompleted contracts are<br />
amounts that <strong>Dürr</strong> seeks to collect from customers or others for errors or changes in contract<br />
specifications or design, contract change orders in dispute or unapproved as to both scope and<br />
price, or other customer-related causes of unanticipated additional contract costs, claims and<br />
pending change orders. These are carried at the estimated amount provided their realization is<br />
probable and can be reliably estimated. No profits in addition to these accumulated costs are<br />
reported. Pending change orders involve the use of estimates. Therefore, it is possible that revisions<br />
to the estimated recoverable amounts of recorded pending change orders will be made<br />
in the future.<br />
The POC method and ZP method are based on estimates. Due to the uncertainties prevailing in<br />
this respect, estimates of the expenses required for completion, including expenses for contractual<br />
penalties and warranties, may have to be adjusted subsequently. Such revisions to costs and<br />
income are recognized in the period in which the revisions are determined. Provisions for potential<br />
losses from pending transactions are recognized in the period in which the losses are identified.<br />
Shipping costs are included in the cost of sales.<br />
Receivables are carried at the lower of amortized cost or net realizable amount.<br />
<strong>Dürr</strong> reviews its debtors on a regular basis in order to reduce its credit exposure. The appraisals<br />
of the separate debtor accounts which are either overdue or in default are performed by<br />
management.<br />
The Group values the recoverability of its receivables by referring to a number of factors. Should<br />
<strong>Dürr</strong> become aware of any issues which would impinge on the ability of certain customers to<br />
meet their financial obligations, <strong>Dürr</strong> posts a specific valuation allowance to write down the net<br />
receivable due to the Group to the reasonably expected recoverable amount. For all other customers,<br />
the Group records specific valuation allowances on a portfolio basis based on the period
Cash and cash equivalents<br />
Borrowing costs in connection<br />
with the refinancing of<br />
the Group<br />
Provisions<br />
Liabilities<br />
Deferred taxes<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
overdue, current business circumstances and past experience. Hedging against commercial<br />
and political risks inherent in receivables is governed by guidelines and obtained by domestic or<br />
foreign credit insurance coverage or via commercial banks.<br />
All short-term liquid financial assets with an original term of up to three months are carried as<br />
cash and cash equivalents at face value.<br />
95<br />
Pursuant to IAS 23, borrowing costs incurred due to the issue of a bond are in deducted from the<br />
bond in the consolidated balance sheet. Calculated using the effective interest method, borrowing<br />
costs are amortized over the term of the bond.<br />
Costs in connection with the syndicated loan are shown in the consolidated balance sheet as<br />
other intangible assets and amortized over the term of the syndicated loan.<br />
In accordance with IAS 19, provisions for pension obligations are measured using the projected<br />
unit credit method. For this purpose, the future obligations are measured on the basis of the<br />
pro rata employee benefit obligations as of the balance sheet date. Pension provisions are calcu-<br />
lated taking into account development assumptions (e.g. salary developments) for those factors<br />
which affect the benefit amount.<br />
<strong>Dürr</strong> uses the 10% corridor rule to measure the pension obligations and determine the pension<br />
expenses. Actuarial gains and losses are recorded as income or expense when they exceed 10%<br />
of the present value of the obligations. The actuarial gains and losses that exceed this corridor<br />
are amortized over the average remaining service period of the employees.<br />
If pension obligations are reinsured with insurance firms, these reinsurance claims are netted<br />
with the provisions and disclosed as plan assets if the criteria of IAS 19 are satisfied.<br />
Other provisions are recorded if the obligation to a third party results from a past event which is<br />
expected to lead to an outflow of economic benefits and can be reliably determined. They represent<br />
uncertain obligations which are stated in the amount which, in the best possible estimate,<br />
is necessary to cover them. Provisions with a residual term of more than one year are discounted<br />
at market interest rates which reflect the risk and period until the obligation is met.<br />
Liabilities from finance leases are carried at the present value of the lease payments or the lower<br />
market value of the leased asset; the other liabilities are accounted for at amortized cost.<br />
Deferred taxes are accounted for using the balance sheet-oriented liability method (IAS 12). This<br />
involves creating deferred tax items for all temporary accounting and measurement differences<br />
between IFRS and tax carrying amounts. Further, deferred tax assets for future economic bene-<br />
fits from unused tax losses must be taken into account if it is highly probable that they will<br />
be used. Deferred taxes are valued taking into account the respective national income tax rates<br />
which apply in the individual countries at the time of realization or which are expected (basis:<br />
applicable tax law).<br />
Deferred tax assets and deferred tax liabilities are only netted if, and only if, the enterprise has<br />
a legally enforceable right to set off current tax assets against current tax liabilities and the<br />
deferred tax assets and the deferred tax liabilities relate to income taxes levied on the same<br />
taxable entity by the same taxation authority.<br />
Valuation allowances are only recorded on deferred tax assets if the loss of the tax benefit is<br />
more probable than its use.
96<br />
Contingent liabilities<br />
Research and non-capitalizable<br />
development costs<br />
Stock options<br />
Earnings per share<br />
Liabilities are disclosed in the notes to the financial statements as contingent liabilities for a<br />
possible obligation that arises from past events and whose existence will be confirmed only by<br />
the occurrence or non-occurrence of one or more uncertain future events not wholly within<br />
the control of the enterprise. Contingent liabilities can arise from a present obligation that results<br />
from past events but is not recognized because:<br />
it is not probable that an outflow of resources embodying economic benefits will be required<br />
to settle the obligation, or<br />
the amount of the obligation cannot be measured with sufficient reliability.<br />
A contingent liability is not disclosed if the possibility of an outflow of resources embodying<br />
economic benefits is remote.<br />
Research and non-capitalizable development costs are recorded with effect on income when<br />
they are incurred.<br />
Obligations and costs resulting from stock option plans are not disclosed as personnel expenses<br />
in the income statement when the options are granted. When the stock options are exercised,<br />
the payments received are accounted for in the equity.<br />
Earnings per share are determined pursuant to IAS 33 (Earnings per Share).<br />
If there are dilutive elements present, two different ratios for earnings per share must be dis-<br />
closed. The ratio “Earnings per share” does not take account of dilutive effects; the earnings<br />
share of the shareholders of <strong>Dürr</strong> Aktiengesellschaft is divided by the weighted average number<br />
of shares outstanding. The ratio “Earnings per share (diluted)" accounts not only for the shares<br />
outstanding, but also for shares potentially available on the basis of options.<br />
The calculation is presented below (all amounts in thousands of euros, except earnings per share<br />
which are stated in euros). In the reporting periods 2004 and 2003, there were no dilutive effects<br />
as no option rights were issued and all existing option rights have expired.<br />
2004 2003<br />
Profit/loss allocable to shareholders of<br />
<strong>Dürr</strong> Aktiengesellschaft 5,723 –30,588<br />
of which continuing operations 12,610 –22,286<br />
of which discontinued operations –6,887 –8,302<br />
Number of shares outstanding (weighted average) 14,298.2 14,298.2<br />
Earnings per share (basic and diluted) 0.40 –2.14<br />
of which continuing operations 0.88 –1.56<br />
of which discontinued operations –0.48 –0.58
Dependence on a few<br />
customers<br />
Use of estimates<br />
11. Sales revenues<br />
12. Personnel expenses<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
97<br />
The development of <strong>Dürr</strong> as an automotive supplier is dependent on the economic conditions of<br />
the automotive industry and in particular its willingness to invest. A significant portion of the<br />
Group’s revenues is generated with a limited number of customers because the worldwide market<br />
for automobiles is dominated by a small number of corporations.<br />
The preparation of the consolidated financial statements pursuant to IFRS requires the management<br />
to make estimates and assumptions that affect the reported amounts of assets and liabilities<br />
and the disclosure of contingent liabilities at balance sheet date and the reported amounts of revenues<br />
and expenses during the reporting period. Actual figures may diverge from these estimates.<br />
Issues that are especially dependent on the use of material estimates are the accounting treatment<br />
and measurement of unbilled work in progress using the percentage-of-completion or zeroprofit<br />
method, bad debt allowances, contingent liabilities and other provisions. In addition,<br />
material estimates and assumptions have been used in determining the net realizable value of<br />
long-lived assets and intangible assets of the Group and for the impairment tests of goodwill<br />
conducted at the respective business units.<br />
Notes to the consolidated income statements<br />
Sales revenues break down as follows:<br />
Amounts in €k<br />
2004 2003<br />
Contract revenues 1,750,237 1,895,512<br />
Revenues from services 367,579 359,617<br />
Other sales revenues 18,546 16,743<br />
2,136,362 2,271,872<br />
The expense positions of the income statement contain the following personnel expenses:<br />
Amounts in €k<br />
2004 2003<br />
Wages and salaries 467,647 492,958<br />
Social security contributions 103,254 115,788<br />
570,901 608,746<br />
of which old age pensions 8,675 9,783
98<br />
13. Other operating income<br />
and expenses<br />
14. Restructuring expenses<br />
and impairment losses<br />
Other operating income and expenses mainly consist of bad debt allowances of € –2,371 thousand<br />
(2003: € –8,391 thousand), exchange rate gains/losses of € 229 thousand (2003: € 2,479 thousand),<br />
income from the reversal of provisions of € 5,551 thousand (2003: € 3,180 thousand), gains from<br />
the disposal of property, plant and equipment of € 2,308 thousand (2003: € 3,106 thousand),<br />
rent and lease income of € 134 thousand (2003: € 262 thousand) as well as income from the reversal<br />
of valuation allowances of € 1,033 thousand (2003: € 1,608 thousand).<br />
In the 2004 reporting period, restructuring charges and impairment losses of € 13,485 thousand<br />
(2003: € 26,108 thousand) were recorded.<br />
The largest item in the 2004 reporting period was personnel adjustments of € 2,800 thousand<br />
at <strong>Dürr</strong> <strong>Systems</strong> GmbH, Stuttgart, due to the reorganization of the company. The purpose of the<br />
company is the planning, design, manufacture, assembly and technical development and sale<br />
of systems, machines and equipment in the field of surface technology.<br />
Ingenieria Agullo S.A., Barcelona (Spain), was restructured in the 2004 reporting period. Expenses<br />
of € 1,025 thousand were incurred. The company manufactures and sells industrial cleaning<br />
systems. The restructuring was necessary to take account of inadequate capacity utilization.<br />
Capacity adjustments at <strong>Dürr</strong> Production <strong>Systems</strong> Inc., Farmington (Michigan/USA), resulted in<br />
restructuring costs of € 1,007 thousand.<br />
Further restructuring expenses were incurred during 2004 at Schenck Fertigungs & Service GmbH,<br />
Darmstadt, totaling € 1,173 thousand. This includes in particular a compounding effect of € 633<br />
thousand from the restructuring liability as of December 31, 2003.<br />
In connection with the planned sale of the Development Test <strong>Systems</strong> (DTS) product line, an<br />
impairment charge of € 6,555 thousand was recorded on intangible assets in the reporting period.<br />
The impairment charge is a devaluation to the net realizable amount. The impairment test<br />
was performed because there were several indicators of impairment. The net realizable amount<br />
was determined on the basis of the attributable fair value less selling costs, and was calculated<br />
at the level of the cash-generating unit. Fair value is the amount for which an asset could be<br />
exchanged between a knowledgeable, willing buyer and a knowledgeable, willing seller in an<br />
arm’s length transaction at the valuation date.<br />
In the 2004 reporting period, the above issues gave rise to personnel expenses of € 5,864<br />
thousand as well as impairment losses on property, plant and equipment of € 141 thousand and<br />
impairment losses on franchises, industrial rights and similar rights of € 6,555 thousand. The<br />
remaining restructuring expenses of € 925 thousand relate to measures taken at companies in<br />
the USA, Brazil, Singapore and Germany.<br />
In the 2003 reporting period the largest single project was the restructuring of Schenck Fertigungs<br />
& Service GmbH, Darmstadt. By the end of 2004 around 380 jobs at this company had been<br />
cut. Schenck Fertigungs & Service GmbH delivered parts and components to divisions within<br />
the Measuring <strong>Systems</strong> business unit and to a lesser extent to external customers. The reason<br />
for the closure of the company, which has been making losses for years, was the lack of competitiveness<br />
which is reflected in structural cost disadvantages such as inadequate capacity utilization<br />
and high personnel costs.<br />
<strong>Dürr</strong> <strong>Systems</strong> S.A.S., Courbevoie (France), formerly <strong>Dürr</strong> AIS S.A.S., Courbevoie (France) (since<br />
June 28, 2004, known as <strong>Dürr</strong> <strong>Systems</strong> S.A.S.) was also restructured during the 2003 reporting period.<br />
At the end of the 2004 reporting period, around 51 jobs had been cut in both the engineering
15. Other investment<br />
income/loss<br />
16. Interest and similar<br />
expenses<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
99<br />
and administrative areas. The purpose of the company is the planning and installation of entire<br />
paint shops for automobile manufacturers and automotive suppliers. The inadequate capacity<br />
utilization was the main reason for the personnel cuts.<br />
A capacity adjustment at Schenck Pegasus GmbH, Darmstadt, and the associated redundancy<br />
scheme also caused an expense of € 2,387 thousand in the 2003 reporting period.<br />
In the 2003 reporting period, the above issues gave rise to personnel expenses of € 22,792 thousand<br />
and impairment losses on property, plant and equipment of € 1,266 thousand. The remaining<br />
restructuring expenses of € 2,050 thousand relate to measures taken at companies in the<br />
USA, Spain and Mexico.<br />
The table below shows the development of the liabilities from restructuring measures by business<br />
unit as of January 1, 2003, December 31, 2003, and December 31, 2004.<br />
Amounts in €k<br />
The item other investment income/loss disclosed in the consolidated income statement relates<br />
to losses from the disposal of other investments.<br />
Interest and similar expenses include:<br />
Paint<br />
Final<br />
Assembly Measuring<br />
<strong>Systems</strong> <strong>Systems</strong> Ecoclean <strong>Systems</strong> <strong>Dürr</strong> Group<br />
January 1, 2003 – – – – –<br />
Currency differences – – – – –<br />
Addition 5,501 – 1,487 17,854 24,842<br />
Utilization –716 – –1,244 –1,504 –3,464<br />
Reversal – – – – –<br />
December 31, 2003 4,785 – 243 16,350 21,378<br />
Currency differences – –32 –6 –2 –40<br />
Addition 2,800 374 41 508 3,723<br />
Utilization –3,264 – –166 –14,249 –17,679<br />
Reversal – – – – –<br />
December 31, 2004 4,321 342 112 2,607 7,382<br />
Amounts in €k<br />
For details of the Group financing structure, please refer to note 27.<br />
2004 2003<br />
Amortization of transaction costs/debt<br />
from the issue of a bond and<br />
from a syndicated loan –825 –<br />
Other interest expenses –25,965 –24,819<br />
Interest and similar expenses –26,790 –24,819
100<br />
17. Income taxes<br />
Earnings before taxes totaled € 11,814 thousand (2003: € –5,707 thousand). Income taxes break<br />
down as follows:<br />
Amounts in €k<br />
2004 2003<br />
Current taxes<br />
Germany 813 2,015<br />
Foreign<br />
Deferred taxes<br />
2,864 9,508<br />
Germany 2,715 11,763<br />
Foreign 715 1,326<br />
of which special expenses in connection<br />
7,107 24,612<br />
with discontinued operations 2,444 2,251<br />
The income taxes include the domestic corporate income tax including a solidarity surcharge<br />
and trade taxes on income. Comparable taxes of foreign subsidiaries are also shown under this<br />
position.<br />
Owing to the German Tax Reduction Act passed in October 2000, the corporate income tax rate<br />
came to 25.0% (2003: 26.5% due to the law to assist flood victims in Germany) plus a solidarity<br />
surcharge of 5.5% for the 2004 reporting period. This results in a nominal corporate income tax<br />
rate of 26.38% (2003: 27.96%). Including German trade tax, the total tax burden amounted to<br />
39.0% (2003: 40.2%).<br />
There were no major changes in tax expenses due to changes in the respective local tax rates.<br />
For the 2004 reporting period, <strong>Dürr</strong> has disclosed expenses from taxes on income of € 7,107 thousand<br />
(2003: € 24,612 thousand). As a result of accumulated losses in the past three years in<br />
certain tax jurisdictions, <strong>Dürr</strong> did not record any deferred tax assets in the 2003 reporting period<br />
on unused tax loss totaling € 22,984 thousand. In the consolidated financial statements as of<br />
December 31, 2003, which were prepared according to US GAAP, the deferred tax assets for<br />
unused tax losses of € 22,984 thousand were recognized and written off in full. In tax jurisdictions<br />
with positive results <strong>Dürr</strong> has disclosed tax expenses.<br />
<strong>Dürr</strong> evaluates the deferred taxes regularly. The ability to recognize tax income from deferred<br />
taxes depends on the possibility of generating taxable income in the future and using up<br />
unused tax losses before they expire.<br />
As of the balance sheet date, deferred tax assets on unused tax losses of € 25,572 thousand<br />
(2003: € 22,357 thousand) were recognized at companies which sustained losses in the current<br />
and prior period. Based on past experience, only tax income in the near future is considered in<br />
the valuation of deferred tax assets.<br />
The special expenses in connection with discontinued operations are the result of devaluations<br />
of deferred tax assets for any unused tax losses carried forward. The special expenses are disclosed<br />
in continuing operations as the deferred tax assets are accounted for there.
Consolidated financial statements of <strong>Dürr</strong> AG<br />
101<br />
The following table shows the reconciliation of theoretical income taxes to the actual income<br />
tax expenses using the German corporate tax rate of 39.0% (2003: 40.2%).<br />
Amounts in €k<br />
The deferred tax assets and liabilities break down as follows:<br />
2004 2003<br />
Theoretical tax expenses 4,607 –2,294<br />
Foreign tax rate differential –308 –1,433<br />
Non-deductible expenses 2,370 5,273<br />
Deferred taxes recognized on unused tax losses –2,400 –<br />
Unrecognized deferred taxes on unused tax losses<br />
Change in valuation allowance<br />
3,745 22,984<br />
on deferred tax assets 2,444 –<br />
Zero-rated income –2,940 –<br />
Other –411 82<br />
Actual income tax expenses 7,107 24,612<br />
December 31, 2004 December 31, 2003<br />
Amounts in €k Assets Liabilities Assets Liabilities<br />
Intangible assets 408 14,625 689 13,209<br />
Financial assets 687 4,557 806 4,557<br />
Property, plant and equipment 1,654 17,723 2,091 18,959<br />
Inventories 8,445 17,991 8,915 13,069<br />
Receivables and other assets 3,126 10,791 1,488 13,129<br />
Unused tax losses 25,572 – 22,357 –<br />
Pension provisions 3,515 765 3,116 502<br />
Provisions 14,941 9,501 9,608 8,180<br />
Liabilities 10,270 840 16,530 303<br />
68,618 76,793 65,600 71,908<br />
Valuation allowances –2,444 – – –<br />
Gross amount 66,174 76,793 65,600 71,908<br />
Netting –18,281 –18,281 –12,083 –12,083<br />
Total 47,893 58,512 53,517 59,825<br />
Deferred tax assets and liabilities are netted if the entity has a legally enforceable right to settle<br />
current tax liabilities and assets on a net basis and the deferred taxes relate to the same taxable<br />
entity or different taxable entities which intend to be settled or recovered either to settle on a net<br />
basis, or to realize the asset and settle the liability simultaneously, in each future period in which<br />
significant amounts of deferred tax liabilities or assets are expected.<br />
The deferred taxes relating to receivables and liabilities for forward exchange contracts and<br />
interest swaps of € 1,115 thousand (2003: € 1,978 thousand) are charged directly to the equity.
102<br />
18. Intangible assets and<br />
property, plant and<br />
equipment<br />
Loss carry-forwards for which no deferred tax assets were recognized came to € 78,723 thousand<br />
(2003: € 80,863 thousand). Of these, unused tax losses of € 1,926 thousand (2003: € 617 thou-<br />
sand) have to be realized by 2008 at the latest and unused tax losses of € 5,744 thousand (2003:<br />
€ 4,930 thousand) have to be used no later than 2013.<br />
As of December 31, 2004, the distributable reserves of foreign subsidiaries amounted to around<br />
€ 108,352 thousand (2003: € 117,791 thousand). As <strong>Dürr</strong> Aktiengesellschaft intends to reinvest<br />
these gains for an indefinite period of time, no tax implications from possible distributions or<br />
dividend payments of foreign subsidiaries were considered in the consolidated financial statements.<br />
Notes to the consolidated balance sheet: Assets<br />
Details regarding the changes in the Group’s intangible assets and property, plant and equipment<br />
are presented in the analysis of non-current assets in the Group in note 37. Scheduled amortization<br />
of franchises, industrial rights and similar rights came to € 5,706 thousand (2003: € 6,054 thousand),<br />
amortization of recognized development costs to € 712 thousand (2003: € 334 thousand)<br />
and depreciation of property, plant and equipment to € 20,818 thousand (2003: € 22,659 thousand).<br />
Scheduled amortization and depreciation is shown in the consolidated income statement within<br />
the functional costs.<br />
In the 2004 reporting period, impairment losses were recorded on franchises, industrial rights<br />
and similar rights of € 6,555 thousand and on property, plant and equipment of € 141 thousand.<br />
For details, please refer to note 14. The impairment losses on franchises, industrial rights and<br />
similar rights are shown in the consolidated income statement under discontinued operations<br />
in the position restructuring expenses and impairment losses. The impairment losses on franchises,<br />
industrial rights and similar rights under continuing operations are shown in the position<br />
restructuring expenses and impairment losses.<br />
No residual book values were assumed when calculating the amortization on additions to franchises,<br />
industrial rights and similar rights and assets.<br />
Prepayments for franchises, industrial rights and similar rights as well as property, plant and<br />
equipment are only shown under prepayments if <strong>Dürr</strong> has made advance payments in connection<br />
with a pending transaction. Property, plant and equipment are recognized as assets under construction<br />
if costs for own or third-party work have already been incurred for their manufacture<br />
but they are not yet completed at the balance sheet date.<br />
The values from the change in the consolidated group shown in the development of fixed assets<br />
in accordance with US GAAP in the 2003 reporting period are shown as additions to intangible<br />
assets under IFRS because the purchase of further shares in subsidiaries that have already been<br />
fully consolidated do not result in a change in the consolidated group.<br />
The following table presents the movements in goodwill by business unit for the <strong>Dürr</strong> Group as<br />
of January 1, 2003, December 31, 2003, and December 31, 2004.
Amounts in €k<br />
Impairment test for goodwill<br />
Land and buildings<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
103<br />
Paint<br />
Final<br />
Assembly Measuring<br />
<strong>Systems</strong> <strong>Systems</strong> Ecoclean Services <strong>Systems</strong> <strong>Dürr</strong> Group<br />
Carrying amount<br />
as of January 1, 2003 132,590 87,203 18,833 57,781 59,131 355,538<br />
Currency differences –2,239 –2,271 –2,172 –9,047 1,934 –13,795<br />
Purchase price adjustment – – –119 – – –119<br />
Additions in 2003<br />
Carrying amount<br />
318 1,857 – – 2,272 4,447<br />
as of December 31, 2003 130,669 86,789 16,542 48,734 63,337 346,071<br />
Currency differences –690 –1,135 –1,077 –3,779 224 –6,457<br />
Additions in 2004<br />
Carrying amount<br />
– 1,146 – – 12,996 14,142<br />
as of December 31, 2004 129,979 86,800 15,465 44,955 76,557 353,756<br />
The goodwill acquired from business combinations is allocated to the cash-generating units, at<br />
<strong>Dürr</strong> the business units, for impairment testing. The calculation model is used in exactly the<br />
same way for all cash-generating units as the main parameters apply equally to all business units.<br />
The net realizable amount of the cash-generating units is determined on the basis of value in use.<br />
This calculation is prepared on the basis of cash flow forecasts which are based on the financial<br />
planning approved by the management for a period of three years. The discount rate used for the<br />
2004 cash-flow forecasts of the various business divisions ranges between 11.26% and 11.62%<br />
(2003: range of 10.99% fo 11.22%). Cash flows after the three-year period are extrapolated using a<br />
growth rate of 1.5% (2003: 1.5%) based on the long-term growth rate of the business units.<br />
Planned gross profit margins<br />
The gross profit margins are determined in the subsidiaries’ bottom-up planning. These are<br />
based on the figures determined for the previous reporting period, taking anticipated efficiency<br />
increases into account.<br />
Capital costs (discount rate)<br />
The capital costs are the weighted mean of debt capital and equity costs before tax. Debt capital<br />
costs are based both on the credit rating and also the rating for the bond issued in 2004. When<br />
calculating the capital costs, a beta factor is also assumed which is derived from the capital market<br />
data of comparable companies and the capital structure of <strong>Dürr</strong>.<br />
Increase in the price of raw materials<br />
Price increases in raw materials are determined from the forecasted price indices of the countries<br />
from which the raw materials are procured by the respective subsidiaries.<br />
Increase in salary costs<br />
In the three-year plan, the German subsidiaries have assumed annual salary increases of 2%.<br />
The foreign subsidiaries have used the applicable local rate of increase for the respective planning<br />
period.<br />
In the 2004 reporting period, four (2003: four) buildings were recognized as finance leases; <strong>Dürr</strong><br />
does not have legal title to these buildings. The depreciation expense recorded on these buildings<br />
is included in property, plant and equipment.
104<br />
19. Investments in associates<br />
20. Inventories and<br />
prepayments<br />
The following table shows the acquisition cost and accumulated depreciation for these buildings<br />
reported under property, plant and equipment.<br />
Amounts in €k<br />
In the 2003 reporting period, a contract was concluded that provides for the division of the<br />
former operating site of the <strong>Dürr</strong> Group in Darmstadt-Arheilgen in two phases. According to the<br />
contract, in phase I the buyer takes over the plots in exchange for payment of a purchase<br />
price and the development of the whole site and receives an option on the plots of phase II to<br />
be exercised by March 31, 2005. If the buyer does not make use of the purchase option for<br />
the phase II plots in 2005, <strong>Dürr</strong> will receive all the development work performed by the buyer for<br />
these plots free of charge so that <strong>Dürr</strong> will then be in possession of fully developed building<br />
land. The Company recognized the claim to development work (e.g. sewer works) under other<br />
assets.<br />
Details regarding the changes in the investments in associates are presented in the analysis of<br />
non-current assets in the Group in note 37.<br />
Investments in associates contain goodwill of € 5,760 thousand (2003: € 5,760 thousand).<br />
At three (2003: three) associates, local accounting principles were applied instead of IFRS accounting<br />
and measurement principles as an adjustment to IFRS principles was not possible without<br />
incurring unreasonable expense. The application of IFRS accounting and measurement principles<br />
would not have had a material effect on the net assets, financial situation and results of operations<br />
of the Group.<br />
Inventories and prepayments break down as follows:<br />
Dec. 31, 2004 Dec. 31, 2003<br />
Historical acquisition cost 19,554 19,582<br />
Accumulated depreciation –8,677 –7,772<br />
Net carrying value 10,877 11,810<br />
Amounts in €k<br />
Dec. 31, 2004 Dec. 31, 2003<br />
Raw materials, consumables and supplies 47,307 48,840<br />
Work in process from non-contract production 4,186 14,194<br />
Finished goods 8,234 6,993<br />
Prepayments 8,637 19,789<br />
Valuation allowances –10,503 –23,571<br />
57,861 66,245<br />
Raw materials, consumables and supplies of € 31,740 thousand (2003: € 30,532 thousand) were<br />
measured at average cost and € 7,096 thousand (2003: € 7,656 thousand) using the FIFO method<br />
(first in, first out).
21.Trade receivables<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Trade receivables are comprised of the following:<br />
The majority of Group receivables are due from automobile manufacturers. Generally these<br />
105<br />
December 31, 2004 December 31, 2003<br />
Amounts in €k Total Current Non-current Total Current Non-current<br />
Cost and estimated earnings<br />
in excess of billings<br />
Trade<br />
220,258 220,258 – 248,448 248,448 –<br />
receivables<br />
Trade receivables<br />
401,742 400,123 1,619 429,726 429,260 466<br />
from associates 7,820 7,820 – 4,127 4,127 –<br />
629,820 628,201 1,619 682,301 681,835 466<br />
receivables are not secured by collateral or bank guarantees. The receivables for the 2004 report-<br />
ing period are reported net of valuation allowances for doubtful debts of € 12,902 thousand<br />
(2003: € 9,637 thousand). As of December 31, 2004, 52.9% (2003: 56.0%) of the trade receivables<br />
were due from six (2003: six) customers.<br />
The following table provides a summary of the cost and estimated earnings in excess of billings<br />
on uncompleted contracts:<br />
December 31, 2004 December 31, 2003<br />
Amounts in €k Total Current Non-current Total Current Non-current<br />
Cost and estimated earnings 543,063 543,063 – 576,421 576,421 –<br />
Less billings –541,553 –541,204 –349 –680,892 –673,257 –7,635<br />
1,510 1,859 –349 –104,471 –96,836 –7,635<br />
These amounts are offset on a project-by-project basis and are included in either receivables or<br />
liabilities (see note 28).<br />
December 31, 2004 December 31, 2003<br />
Amounts in €k Total Current Non-current Total Current Non-current<br />
Cost and estimated earnings in<br />
excess of billings<br />
Billings in excess of cost<br />
220,258 220,258 – 248,448 248,448 –<br />
and estimated earnings –218,748 –218,399 –349 –352,919 –345,284 –7,635<br />
1,510 1,859 –349 –104,471 –96,836 –7,635
106<br />
22. Other receivables and<br />
other assets<br />
23. Equity without minority<br />
interests<br />
Subscribed capital<br />
Authorized capital (<strong>Dürr</strong> AG)<br />
Conditional capital (<strong>Dürr</strong> AG)<br />
Capital reserve<br />
Other receivables and other assets break down as follows:<br />
December 31, 2004 December 31, 2003<br />
Amounts in €k Total Current Non-current Total Current Non-current<br />
Receivables from financing<br />
activities due from associates 760 760 – 760 760 –<br />
Other assets 61,970 59,160 2,810 74,571 69,500 5,071<br />
62,730 59,920 2,810 75,331 70,260 5,071<br />
Other assets include in particular tax refund claims not relating to income taxes of € 20,518 thou-<br />
sand (2003: € 32,768 thousand), amounts due from suppliers of € 1,026 thousand (2003: € 2,727<br />
thousand), receivables from employees of € 1,102 thousand (2003: € 1,295 thousand) and forward<br />
exchange contracts recorded at their fair value of € 6,835 thousand (2003: € 6,320 thousand).<br />
Notes to the consolidated balance sheet: Equity and liabilities<br />
As of December 31, 2004, the capital stock of the Company came to € 36,603 thousand and was<br />
divided into 14,298,200 no par value shares (unchanged compared to January 1, 2003), issued to<br />
the bearer.<br />
Each share represents € 2.56 of the subscribed capital.<br />
By resolution of the annual shareholders’ meeting on May 30, 2001, the Board of Management<br />
is authorized through May 30, 2006, to increase capital stock by a total of up to € 16,219,904<br />
through the issuance of up to 6,335,900 bearer shares of common stock or non-voting preferred<br />
stock, each representing € 2.56 of capital stock, in exchange for cash.<br />
By resolution of the annual shareholders’ meeting on May 30, 2001, the Board of Management<br />
is authorized – with the consent of the Supervisory Board – to increase capital stock by a total of<br />
up to € 10,240 thousand through the issuance of up to 4 million new no-par value bearer shares<br />
in the form of shares of voting common stock or preferred stock, each representing € 2.56 of capital<br />
stock (conditional capital I). The conditional capital increase can be used to issue convertible<br />
bonds with a nominal value of up to € 102,400 thousand, which can have a term of up to 15 years.<br />
The authorization is valid until May 30, 2006.<br />
Under the <strong>Dürr</strong> International Stock Option Plan (DISOP), the Board of Management is further<br />
authorized to increase capital stock conditionally by up to € 2,560 thousand through the issuance<br />
of up to 1 million common shares, each representing € 2.56 (conditional capital II) of capital stock.<br />
In the reporting periods 2004 and 2003, <strong>Dürr</strong> did not issue any further options to participants<br />
under the stock option plan. In the 2003 reporting period, the 94,795 stock options outstanding<br />
all expired.<br />
As of December 31, 2004, the capital reserve amounts to € 159,000 thousand (2003: € 159,000<br />
thousand).
Nature and purpose of<br />
reserves<br />
Dividends<br />
Other comprehensive income<br />
24. Minority interests<br />
25. Provisions for pension<br />
obligations<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
107<br />
The capital reserve of <strong>Dürr</strong> Aktiengesellschaft results from the premium of the share issue; it may<br />
only be used in accordance with stock corporation regulations. Pursuant to Sec. 150 of the AktG,<br />
the legal reserve and the capital reserve together must exceed one tenth of the capital stock to<br />
be used to offset losses or for a capital increase from company funds. If the legal reserve and the<br />
capital reserve together do not exceed one tenth of the capital stock, they may only be used to<br />
offset losses if the loss is not covered by the profit carry-forward or net income and cannot be<br />
offset by releasing other revenue reserves.<br />
The revenue reserves contain profits of the parent company and of subsidiaries transferred to<br />
the reserves.<br />
The amount of dividends available for distribution to shareholders is regulated by the AktG,<br />
and is based upon the earnings of <strong>Dürr</strong> AG as reported in its statutory financial statements prepared<br />
in accordance with the HGB. The shareholders’ meeting will propose to carry forward<br />
retained earnings.<br />
The changes in the components of other comprehensive income for the 2004 reporting period<br />
and the related tax effects are as follows:<br />
2004 2003<br />
Amounts in €k Before tax Tax effect Net Before tax Tax effect Net<br />
Net losses<br />
from derivates to<br />
hedge cash flows<br />
Change in unrealized<br />
gains(–)/losses –2,207 821 –1,386 1,537 –690 847<br />
Realized losses<br />
Net gains/net losses(–)<br />
4,330 –1,684 2,646 12,324 –4,788 7,536<br />
from derivatives, total<br />
Currency translation<br />
2,123 –863 1,260 13,861 –5,478 8,383<br />
difference –3,476 – –3,476 –12,880 – –12,880<br />
Change in other<br />
comprehensive income –1,353 –863 –2,216 981 –5,478 –4,497<br />
Minority interests contain adjustment items for minority interests in capital required to be<br />
consolidated from the capital consolidation and the profits and losses allocable to them. The<br />
consolidated financial statements contain nine (2003: nine) companies in which minority shareholders<br />
hold interests.<br />
Pension entitlements have been granted to the members of the Board of Management of <strong>Dürr</strong> AG<br />
and the members of the board of management and general managers of the German subsidiaries<br />
based on salary and years of service.<br />
At German <strong>Dürr</strong> subsidiaries, those workers who were employed at the German locations in<br />
Filderstadt and Wyhlen and at the Schenck companies at the time their companies were acquired<br />
are entitled to pension benefits. The pensions are based on years of service. The payments foreseen<br />
by the pension plans are calculated on actual contributions plus an element that is
108<br />
dependent on years of service. In addition, the pension benefits available to the employees<br />
of <strong>Dürr</strong>’s German subsidiaries include a life insurance program (BZV) of € 701 thousand<br />
(2003: € 708 thousand) in line with the tariff group.<br />
The 1998 mortality tables published by Dr. Heubeck have been used to calculate the German<br />
benefit obligations.<br />
The US subsidiaries of <strong>Dürr</strong> have pension plans covering all non-union employees at these subsidiaries.<br />
The plan provides benefits based on the average salaries earned in the past five years.<br />
The US subsidiaries contribute to external pension funds for union employees. In the 2004<br />
reporting period, the pension expenses for these employees came to around € 1,312 thousand<br />
(2003: € 699 thousand).<br />
In addition, <strong>Dürr</strong>’s US subsidiaries have a 401(k) profit-sharing plan for certain employees. The<br />
benefits are based on years of service and the employees’ compensation. The Group’s contribution<br />
is discretionary and is determined annually by the management. In the 2004 reporting period, the<br />
pension expenses for these employees came to around € 2,660 thousand (2003: € 2,355 thousand).<br />
The following table presents further information on these plans:<br />
Amounts in €k<br />
Dec. 31, 2004 Dec. 31, 2003<br />
Changes in defined benefit obligation<br />
Defined benefit obligation at the beginning of year 66,729 68,330<br />
Effect of currency translation –1,794 –3,328<br />
Service cost 3,097 2,819<br />
Interest cost 3,767 3,778<br />
Actuarial gains or losses 2,791 646<br />
Benefits paid –4,038 –4,584<br />
Reduction of pension pledges – –1,472<br />
Other 452 540<br />
Defined benefit obligation at end of year 71,004 66,729<br />
Amounts in €k<br />
Dec. 31, 2004 Dec. 31, 2003<br />
Change in plan assets<br />
Fair value of plan assets at beginning of year 16,810 18,173<br />
Effect of currency translation –1,437 –3,116<br />
Actual return on plan assets 1,199 1,966<br />
Employer contributions 715 1,060<br />
Benefits paid –1,192 –1,783<br />
Plan assets from reinsurance 936 364<br />
Others 53 146<br />
Fair value of plan assets at end of year 17,084 16,810
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Amounts in €k<br />
109<br />
As of September 1, 2003, Schenck Corporation, Deer Park (New York/USA) curtailed its pension<br />
obligations. The resulting curtailment of 1,679 thousand US dollars reduced the defined benefit<br />
obligation at the end of 2003.<br />
Net periodic pension cost breaks down into the following components (contained in the results<br />
of operations of the Group):<br />
The cut-off date for the valuation of pension obligations and plan assets is December 31, 2004;<br />
the valuation date for pension expenses is January 1, 2004.<br />
The following averages were used to calculate pension obligations:<br />
The following averages were used to calculate pension expenses:<br />
Dec. 31, 2004 Dec. 31, 2003<br />
Funded status * 53,920 49,919<br />
Actuarial unrecognized net gains/losses –2,279 207<br />
Net amount recognized 51,641 50,126<br />
* Difference between the defined benefit obligation and the plan assets<br />
Amounts in €k<br />
Composition of net periodic pension cost<br />
2004 2003<br />
Service cost 3,097 2,819<br />
Interest cost 3,767 3,778<br />
Expected return on plan assets –562 –1,228<br />
Reduction of pension pledges – –1,472<br />
Other 476 23<br />
Net periodic pension cost 6,778 3,920<br />
Amounts in %<br />
Average valuation factors<br />
2004 2003<br />
Discount rate 5.58 5.60<br />
Long-term salary increases 2.46 2.92<br />
Amounts in %<br />
Average valuation factors<br />
2004 2003<br />
Discount rate 5.60 5.76<br />
Estimated long-term return on plan assets 7.46 7.25<br />
Long-term salary increases 2.92 2.98
110<br />
26. Other provisions<br />
Other provisions mainly relate to the following positions:<br />
December 31, 2004 December 31, 2003<br />
Amounts in €k Total Current Non-current Total Current Non-current<br />
Contract-related provisions 94,821 86,436 8,385 110,630 104,033 6,597<br />
Personnel provisions 11,895 7,916 3,979 13,822 8,241 5,581<br />
Other provisions 23,351 13,128 10,223 14,848 14,592 256<br />
130,067 107,480 22,587 139,300 126,866 12,434<br />
27. Bond and financial<br />
liabilities<br />
Those other provisions that are expected to be used within the next 12 months are classified as<br />
current.<br />
Other provisions developed as follows in the 2004 reporting period:<br />
Amounts in €k<br />
Contract-related Personnel Other<br />
provisions provisions provisions<br />
As of January 1, 2004 110,630 13,822 14,848<br />
Currency differences –1,774 –79 –332<br />
Utilization –77,871 –4,848 –5,361<br />
Reversal –18,247 –407 –1,681<br />
Reclassifications 192 – –159<br />
Addition 81,891 3,407 16,036<br />
As of December 31, 2004 94,821 11,895 23,351<br />
The contract-related provisions mainly consist of provisions for potential losses in the order<br />
backlog, for after-sales expenses and for warranties.<br />
The personnel provisions mainly contain provisions for long-service awards and obligations for<br />
phased retirement.<br />
Other provisions relate to numerous identifiable specific risks and contingent liabilities.<br />
All interest-bearing liabilities of the Group are shown under the item bond and financial<br />
liabilities. They break down as follows:<br />
Amounts in €k<br />
Term Term<br />
Total Short Total Medium Long<br />
Bond 186,471 – 186,471 – 186,471<br />
(2003) (–) (–) (–) (–) (–)<br />
Liabilities to banks 102,892 83,794 19,098 16,029 3,069<br />
(2003) (296,828) (158,704) (138,124) (126,910) (11,214)<br />
Liabilities to associates 1,083 163 920 920 –<br />
(2003) (1,115) (1,115) (–) (–) (–)<br />
Liabilities from finance leases 10,190 1,704 8,486 5,862 2,624<br />
(2003) (11,543) (1,730) (9,813) (6,113) (3,700)<br />
December 31, 2004 300,636 85,661 214,975 22,811 192,164<br />
(December 31, 2003) (309,486) (161,549) (147,937) (133,023) (14,914)
Consolidated financial statements of <strong>Dürr</strong> AG<br />
111<br />
On July 6, 2004, <strong>Dürr</strong> AG issued a fixed-interest bond on the capital market. With a total volume<br />
of € 200,000 thousand, the bond was issued with a coupon of 9.75% and a term of seven years.<br />
The purpose of the bond is the long-term refinancing of the syndicated loan of € 200,000 thou-<br />
sand and 50,000 thousand US dollars agreed in 2001 and redeemed as of July 6, 2004, and the<br />
revolving line of credit of 50,000 thousand US dollars.<br />
Moreover, on June 30, 2004, <strong>Dürr</strong> concluded a contract for a term loan (“syndicated loan”) of<br />
€ 400,000 thousand with Deutsche Bank AG, Landesbank Baden-Württemberg, Commerzbank AG<br />
and other banks. The syndicated loan consists of a revolving cash line (tranche A) of € 200,000<br />
thousand and a guarantee line (tranche B) of € 200,000 thousand. The syndicated loan is payable<br />
no later than 2009. Depending on the currency, the interest is based on the refinancing rate with<br />
the same maturity (EURIBOR or LIBOR) plus a margin determined in relation to the financial ratio of<br />
total net debt to EBITDA. Under the syndicated loan agreement, <strong>Dürr</strong> AG is required to observe<br />
certain ratios for the financial indicators EBITDA to net interest, total net debt to EBITDA, total net<br />
senior debt to EBITDA, and total net worth at the end of each calendar quarter. If these financial<br />
ratios are infringed, the banks would be entitled to demand repayment with a two-third majority.<br />
According to the calculations of the Board of Management, the financial ratios were observed<br />
as of December 31, 2004. On December 31, 2004, <strong>Dürr</strong> AG and its subsidiaries had made use of<br />
€ 71,656 thousand of tranche A and € 110,324 thousand of tranche B.<br />
As of December 31, 2004, shares in subsidiaries and second-tier companies with a total net<br />
worth of € 281,736 thousand have been pledged as collateral for the issued bond and the syndicated<br />
loan.<br />
The liabilities to banks shown in 2003 result from the syndicated loan borrowed under the lead<br />
of Deutsche Bank AG, Landesbank Baden-Württemberg and other banks for € 200,000 thousand<br />
and 50,000 thousand US dollars and a revolving line of credit of 50,000 thousand US dollars. On<br />
December 31, 2003, € 80,000 thousand and 30,000 thousand US dollars as well as 50,000 thousand<br />
US dollars of the revolving line of credit were used. Shares in subsidiaries and second-tier companies<br />
with a total net worth of € 99,908 thousand were deposited as collateral. Under the syndicated<br />
loan agreement, <strong>Dürr</strong> AG is required to observe certain ratios at the end of each calendar<br />
quarter. If these financial ratios are not complied with, the banks would be entitled to demand<br />
repayment with a two-third majority. The financial ratios were observed as of December 31, 2003.<br />
The total amount of liabilities to banks which are due within the next five years and thereafter<br />
breaks down as follows:<br />
Amounts in €k<br />
2005 2006 2007 2008 2009 Thereafter<br />
Liabilities to banks 83,794 13,553 1,081 998 397 3,069<br />
The total lines of credit and bank guarantees can be broken down as follows:<br />
Amounts in €k<br />
Dec. 31, 2004<br />
Total amount of lines of credit and bank guarantees available 804,448<br />
Total amount of lines of credit and bank guarantees used 463,682<br />
of which with a residual term of less than one year 336,917<br />
of which with a residual term of more than one year 126,765
112<br />
28.Trade payables, tax<br />
liabilities and other<br />
liabilities<br />
€ 45,088 thousand (2003: € 104,672 thousand) of the liabilities to banks are in US dollars and<br />
€ 430 thousand (2003: € 792 thousand) in pounds sterling. The remaining share is generally<br />
payable in euros.<br />
In the 2004 reporting period, interest expenses totaled around € 26,790 thousand (2003: € 24,819<br />
thousand); no interest expenses were recognized in the 2004 and 2003 reporting periods. The<br />
weighted average interest rate for short-term liabilities to banks as of December 31, 2004, was<br />
5.41% (2003: 4.35%).<br />
Besides the syndicated loan, the Company has bilateral lines of credit for working capital as<br />
well as further loans with various banks. These loans have terms of between one and 16 years<br />
and are charged interest once every three or six months (between 3.75% and 6.95% p.a. or the<br />
three-month or six-month EURIBOR plus a customary bank margin). An amount of € 15,242 thousand<br />
is secured by mortgages (2003: € 16,570 thousand).<br />
Trade payables, tax liabilities and other liabilities break down as follows:<br />
Amounts in €k<br />
Term Term<br />
Total Short Total Medium Long<br />
Billings in excess of costs on<br />
uncompleted contracts 218,748 218,399 349 349 –<br />
(2003) (352,919) (345,284) (7,635) (7,635) –<br />
Trade payables 297,935 297,749 186 185 1<br />
(2003) (328,370) (328,258) (112) (112) –<br />
Tax liabilities 6,973 6,681 292 292 –<br />
(2003) (6,117) (5,871) (246) (246) –<br />
Trade payables to associates 5,081 5,081 – – –<br />
(2003) (5,804) (5,804) – – –<br />
Other liabilities 137,427 129,766 7,661 7,661 –<br />
(2003) (183,174) (168,862) (14,312) (14,312) –<br />
December 31, 2004 666,164 657,676 8,488 8,487 1<br />
(December 31, 2003) (876,384) (854,079) (22,305) (22,305) –<br />
Other liabilities mainly contain tax liabilities which do not relate to income taxes of € 16,372 thou-<br />
sand (2003: € 30,592 thousand), liabilities relating to social security of € 12,507 thousand<br />
(2003: € 13,488 thousand), liabilities to employees of € 48,718 thousand (2003: € 45,101 thousand),<br />
obligations from restructuring measures of € 7,382 thousand (2003: € 21,378 thousand), derivative<br />
financial instruments of € 2,511 thousand (2003: € 16,945 thousand) as well as a purchase price<br />
obligation from the purchase of shares in Schenck Australia Pty. Ltd., North Ryde (Australia), of<br />
€ 1,800 thousand.
29. Segment reporting<br />
Paint <strong>Systems</strong><br />
business unit<br />
Final Assembly <strong>Systems</strong><br />
business unit<br />
Services<br />
business unit<br />
Ecoclean<br />
business unit<br />
Measuring <strong>Systems</strong><br />
business unit<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Other notes<br />
The segment reporting was prepared according to IAS 14 (Segment Reporting). Based on the<br />
113<br />
internal reporting and organizational structure of the Group, consolidated financial statement<br />
data is presented by business unit and region. The segmentation aims to make the earnings<br />
power and the net assets and financial situation of the Group’s different activities and regions<br />
more transparent.<br />
In line with <strong>Dürr</strong>’s dominating organizational structure, the Group’s business units form the<br />
basis of the primary reporting. The <strong>Dürr</strong> Group is comprised of a management holding and five<br />
business units (2003: five) differentiated by product and performance spectrum which each<br />
have global responsibility for their products and results.<br />
The Paint <strong>Systems</strong> business unit plans and manufactures products and systems for large-scale<br />
production line painting for automotive producers and their suppliers.<br />
The Final Assembly <strong>Systems</strong> business unit combines the activities of the <strong>Dürr</strong> Group as a<br />
provider of products and systems for the final assembly of automobiles.<br />
The Services business unit offers manufacturing support services for the automotive industry.<br />
For details regarding to the discontinued Services business unit, please see note 9.<br />
The Ecoclean business unit specializes in systems for cleaning parts and treating coolants as<br />
well as automation technology used to interlink processes.<br />
The Measuring <strong>Systems</strong> business unit contains the measurement technology activities of the<br />
Schenck Group. Measuring <strong>Systems</strong> comprises the product lines: Balancing and Diagnostic<br />
<strong>Systems</strong>, Measuring and Process <strong>Systems</strong> and Development Test <strong>Systems</strong>.<br />
For details regarding the discontinued product line Development Test <strong>Systems</strong>, please see note 9.<br />
The Corporate Center comprises other fully consolidated companies.<br />
The principles underlying the Group’s management reporting and controlling are substantially<br />
the same as those described in the consolidated financial statements according to IFRS. The<br />
Company measures the performance of its business units by earnings before tax in accordance<br />
with the disclosure in the consolidated income statement.<br />
Sales revenues relating to transactions between the business units are generally recorded at<br />
values that approximate the prices that would be offered to independent third parties. Revenues<br />
are generally allocated to regions based on the location of the customer. Business unit assets<br />
are allocated on the basis of the location of the subsidiary reporting these assets.
114<br />
Consolidated financial statement data by business unit<br />
Amounts in €k<br />
Paint<br />
Final<br />
Assembly Measuring Corporate Consolid- <strong>Dürr</strong><br />
<strong>Systems</strong> <strong>Systems</strong> Services Ecoclean <strong>Systems</strong> Center ation Group<br />
2004<br />
Sales revenues with<br />
external customers<br />
Sales revenues with other<br />
1,148,037 265,876 158,582 183,510 380,357 – – 2,136,362<br />
business units 6,447 108,165 25 2,631 1,582 – –118,850 –<br />
Total sales revenues<br />
Earnings before interest<br />
and taxes (EBIT) according<br />
1,154,484 374,041 158,607 186,141 381,939 – –118,850 2,136,362<br />
to IAS 14 25,676 3,924 5,948 –3,600 –1,578 4,542 696 35,608<br />
of which profit/loss<br />
from associates<br />
Amortization and<br />
140 –143 – – 531 – – 528<br />
depreciation 10,615 3,518 2,987 2,613 13,214 1,145 – 34,092<br />
Capital expenditures 5,165 4,880 2,526 1,522 4,400 15 – 18,508<br />
Assets 532,985 260,917 91,297 127,718 308,242 550,741 –541,471 1,330,429<br />
Liabilities<br />
Employees<br />
481,700 116,926 24,607 57,999 156,100 28,835 –30,087 836,080<br />
(as of December 31, 2004) 2,690 1,546 5,455 909 2,644 51 – 13,295<br />
2003<br />
Sales revenues with<br />
external customers<br />
Sales revenues with other<br />
1,244,083 320,454 146,082 202,157 359,096 – – 2,271,872<br />
business units 6,131 124,536 401 5,962 5,829 – –142,859 –<br />
Total sales revenues<br />
Earnings before interest<br />
and taxes (EBIT) according<br />
1,250,214 444,990 146,483 208,119 364,925 – –142,859 2,271,872<br />
to IAS 14 27,648 10,241 7,039 6,005 –27,718 –7,141 –1,160 14,914<br />
of which profit/loss<br />
from associates<br />
Amortization and<br />
–532 –7 – – 624 – – 85<br />
depreciation 11,507 3,231 2,797 2,956 9,304 1,176 – 30,971<br />
Capital expenditures 5,825 3,440 2,346 1,251 3,775 8 – 16,645<br />
Assets 612,801 296,236 85,506 137,666 300,641 548,296 –574,061 1,407,085<br />
Liabilities<br />
Employees<br />
652,958 179,788 21,858 65,766 146,330 44,092 –48,760 1,062,032<br />
(as of December 31, 2003) 2,808 1,593 4,499 932 2,861 54 – 12,747
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Consolidated financial statement data by geographical region<br />
Amounts in €k<br />
115<br />
Other North/ Asia/<br />
Other EU European Central South Africa/<br />
Germany countries countries America America Australia <strong>Dürr</strong> Group<br />
2004<br />
Sales revenues<br />
with external customers 493,358 466,732 30,106 788,594 24,449 333,123 2,136,362<br />
Capital expenditures 7,623 2,585 98 5,919 516 1,767 18,508<br />
Assets<br />
Employees<br />
468,408 312,700 10,549 447,305 18,303 73,164 1,330,429<br />
(as of December 31, 2004) 4,170 3,137 22 3,416 1,458 1,092 13,295<br />
2003<br />
Sales revenues<br />
with external customers 579,294 558,008 50,679 763,211 29,320 291,360 2,271,872<br />
Capital expenditures 5,521 4,215 108 5,249 211 1,341 16,645<br />
Assets<br />
Employees<br />
492,848 380,126 9,488 460,282 19,311 45,030 1,407,085<br />
(as of December 31, 2004) 4,630 3,093 24 3,283 842 875 12,747<br />
Sales revenues with one customer amounted to 24.5% of consolidated net sales revenues in<br />
the 2004 reporting period and 18.1% in the 2003 reporting period. These sales revenues were<br />
reported by the business units Paint <strong>Systems</strong>, Services, Final Assembly <strong>Systems</strong>, Ecoclean and<br />
Measuring <strong>Systems</strong>. Another major customer accounted for 10.0% of the consolidated net<br />
sales revenues in the 2004 reporting period and 9.9% in the 2003 reporting period, split between<br />
the Paint <strong>Systems</strong>, Final Assembly <strong>Systems</strong>, Ecoclean, Measuring <strong>Systems</strong> and Services business<br />
units.<br />
Groups of entities known to be under common control are considered as a single customer.<br />
In the 2004 reporting period, impairment losses of € 6,555 thousand were recorded on franchises,<br />
industrial rights and similar rights, and of € 141 thousand on property, plant and equipment<br />
in the Measuring <strong>Systems</strong>, Final Assembly <strong>Systems</strong> and Ecoclean business units. The impairment<br />
losses in 2003 related exclusively to the Measuring <strong>Systems</strong> business unit.<br />
The segment assets and segment liabilities have been derived as follows from gross assets<br />
and gross liabilities respectively:<br />
Amounts in €k<br />
Dec. 31, 2004 Dec. 31, 2003<br />
Gross assets according to the<br />
consolidated balance sheet 1,435,016 1,665,554<br />
Cash and cash equivalents 51,471 199,859<br />
Tax receivables 5,223 5,093<br />
Deferred tax assets 47,893 53,517<br />
Segment assets 1,330,429 1,407,085
116<br />
30. Related-party<br />
transactions<br />
Amounts in €k<br />
The net income/loss of the Group is derived as follows from the earnings before interest and<br />
taxes (EBIT):<br />
Amounts in €k<br />
Pursuant to IAS 14, the EBIT is disclosed in the segment reporting before elimination of inter-<br />
segment profits and adjusted for intersegment interest effects. In the management report,<br />
reference is made to the internal controlling figures which contain both effects.<br />
Dr.-Ing. E. h. Heinz <strong>Dürr</strong> is Chairman of the Supervisory Board of <strong>Dürr</strong> AG. Dr.-Ing. E. h. Heinz<br />
<strong>Dürr</strong> is also a member of the Administrative Board of Landesbank Baden-Württemberg. As a<br />
result of consulting services provided for <strong>Dürr</strong> Aktiengesellschaft and its subsidiaries, expenses<br />
of € 518 thousand (2003: € 335 thousand) were due to Heinz <strong>Dürr</strong> GmbH, Berlin, of which<br />
Dr.-Ing. E. h. Heinz <strong>Dürr</strong> is General Manager. For his former activity as General Manager, Dr.-Ing.<br />
E. h. Heinz <strong>Dürr</strong> also received benefits from the pension pledge of April 2, 1978 (supplemented<br />
December 21, 1988), of € 210 thousand (2003: € 205 thousand).<br />
Dec. 31, 2004 Dec. 31, 2003<br />
Gross liabilities according to the<br />
consolidated balance sheet* 1,210,766 1,441,438<br />
Bond 186,471 –<br />
Liabilities to banks 102,892 296,828<br />
Liabilities from finance leases 10,190 11,543<br />
Tax liabilities including other taxes 16,621 11,210<br />
Deferred tax liabilities 58,512 59,825<br />
Segment liabilities 836,080 1,062,032<br />
* Consolidated balance sheet total less equity with minority interests<br />
2004 2003<br />
Earnings before interest and taxes (EBIT) 35,608 14,914<br />
Other interest and similar income 2,996 4,198<br />
Interest and similar expenses –26,790 –24,819<br />
Income taxes –7,107 –24,612<br />
Net income/loss of the Group 4,707 –30,319<br />
Mr. Joachim Schielke is a Supervisory Board member of <strong>Dürr</strong> AG and a member of the Board of<br />
Management of Landesbank Baden-Württemberg. Landesbank Baden-Württemberg’s 25% share<br />
of tranche A (cash loan) of the syndicated loan of € 50,000 thousand was valued at € 17,914 thousand<br />
on December 31, 2004. In the 2003 reporting period, <strong>Dürr</strong> had lines of credit totaling € 84,401<br />
thousand that were valued at € 10,025 thousand. The bilateral lines of credit until June 30, 2004,<br />
the syndicated loan until June 30, 2004, and the syndicated loan from June 30, 2004, gave rise to<br />
interest and similar expenses of € 3,961 thousand (2003: € 4,940 thousand).<br />
Dr. Tessen von Heydebreck is a member of the Supervisory Board of <strong>Dürr</strong> AG and also a member<br />
of the Board of Management of Deutsche Bank AG. Deutsche Bank AG’s 25% share of tranche A<br />
(cash loan) of the syndicated loan of € 50,000 thousand was valued at € 17,914 thousand on<br />
December 31, 2004. In the 2003 reporting period, <strong>Dürr</strong> had lines of credit totaling € 114,401 thousand<br />
that were valued at € 31,578 thousand. The bilateral lines of credit until June 30, 2004,<br />
the syndicated loan until June 30, 2004, and the syndicated loan from June 30, 2004, gave rise<br />
to interest and similar expenses of € 4,179 thousand (2003: € 5,103 thousand) in the 2004<br />
reporting period.
31. Contingent liabilities<br />
32. Other financial<br />
obligations<br />
Rent and lease agreements<br />
Other financial commitments<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
117<br />
For further information on the various loans with Landesbank Baden-Württemberg and Deutsche<br />
Bank AG, please refer to note 27.<br />
For further information on the members of the Supervisory Board of <strong>Dürr</strong> Aktiengesellschaft,<br />
please refer to note 36.<br />
The forward exchange transactions and interest hedges of the Group are largely processed<br />
through Landesbank Baden-Württemberg and Deutsche Bank AG. For details of the forward<br />
exchange transactions and interest hedges, please refer to note 34.<br />
The Board of Management confirms that all the transactions with related parties described<br />
above were carried out at arm’s length conditions. For further information on the members of<br />
the Board of Management of <strong>Dürr</strong> Aktiengesellschaft, please refer to note 36.<br />
As of December 31, 2004, the Company had the following contingent liabilities:<br />
Amounts in €k<br />
Dec. 31, 2004 Dec. 31, 2003<br />
Liabilities from guarantees, notes and<br />
check guarantees 51 2,991<br />
Other 1,475 4,024<br />
1,526 7,015<br />
Besides liabilities, provisions and contingent liabilities, the Company has other financial obliga-<br />
tions, in particular from rent and lease agreements for buildings, furniture and fixtures, office<br />
space and vehicles. The contracts terminate at various times between 2005 and 2019. Future<br />
minimum payments up to the first contractually agreed termination date are as follows:<br />
2005 2006 2007 2008 2009 Thereafter Total<br />
Amounts in €k<br />
Non-cancelable leases 24,106 13,910 12,102 9,830 8,449 33,046 101,443<br />
Finance leases 2,477 2,207 2,060 1,890 1,819 3,666 14,119<br />
Total related rent expenses in the 2004 reporting period amount to € 30,570 thousand (2003:<br />
€ 25,774 thousand). The interest portion for the total minimum payments for finance leases<br />
amounts to € 3,929 thousand (2003: € 4,797 thousand); the repayment portion amounts<br />
to € 10,190 thousand (2003: € 11,543 thousand), of which € 1,704 thousand (2003: € 1,730 thousand)<br />
is short term.<br />
The other financial commitments that do not result from rent and lease agreements are<br />
listed below.<br />
Amounts in €k<br />
2005 2006 2007 2008 2009 Thereafter Total<br />
Other continuous<br />
obligations 14,701 7,822 7,917 8,002 8,005 25,410 71,857
118<br />
33. Risks<br />
34. Financial instruments<br />
Use of derivative<br />
financial instruments<br />
The Group operates in countries in which there are political and commercial risks. From a current<br />
perspective, the Group is not aware of the effects of such risks for the Group and they are therefore<br />
not included in the consolidated financial statements.<br />
<strong>Dürr</strong> may be involved in lawsuits, including product liability, in the normal course of business.<br />
There are no such matters pending that the Board of Management expects to be material in<br />
relation to the Group’s business or financial position. Legal costs are expensed as incurred.<br />
There is litigation pending relating to a tax field audit conducted in 2000. A demand for backtax<br />
of € 900 thousand plus possible interest is currently being negotiated. The Board of Management<br />
estimates the chances of the Group winning the litigation as more likely than not. The legal<br />
counseling and consulting fees associated with the case have been posted against earnings.<br />
<strong>Dürr</strong> is currently involved in arbitration proceedings against Alstom S.A. regarding the acquisition<br />
of <strong>Dürr</strong> <strong>Systems</strong> S.A.S., Courbevoie (France). In the agreement underlying this transaction,<br />
Alstom S.A. on the one hand and <strong>Dürr</strong> AG and <strong>Dürr</strong> <strong>Systems</strong> GmbH on the other agreed to<br />
an equity guarantee for the acquired <strong>Dürr</strong> <strong>Systems</strong> S.A.S. and its subsidiaries as well as a gross<br />
margin guarantee for certain projects. The parties to the contract cannot agree on the actual<br />
amount of these guarantees. Since May 2001, the arbitration proceedings have therefore been<br />
pending at the International Chamber of Commerce (ICC), Paris (France). At a hearing on<br />
March 3, 2003, the court of arbitration decided to appoint a preliminary expert. According to the<br />
report of this expert from March 2004, both Alstom S.A. and <strong>Dürr</strong> have justified claims. At a<br />
hearing before the court of arbitration on April 14, 2004, at which the report was discussed, the<br />
parties were asked to comment on the question of whether <strong>Dürr</strong> has forfeited the right to have a<br />
final expert appointed to decide finally on the amount of the equity as of February 17, 2000, the<br />
date of the takeover by <strong>Dürr</strong>.<br />
In a preliminary judgment, the court of arbitration came to the conclusion on November 10, 2004,<br />
that <strong>Dürr</strong> had not lost this right and that a final expert could be appointed. On December 12, 2004,<br />
the preliminary expert was appointed by both parties as the final expert. <strong>Dürr</strong> was instructed to<br />
prepare a revised consolidated balance sheet as of the cutoff date for discussion with Alstom S.A.<br />
by mid-March. The parties have to identify the disputed points and comment on them. The next<br />
hearing of the court of arbitration has been scheduled for the end of April 2005.<br />
As of December 31, 2004, and December 31, 2003, <strong>Dürr</strong> has therefore recorded a receivable based<br />
on its claim against Alstom S.A. Depending on the outcome of the arbitration proceedings,<br />
a deviation from the receivables posted will lead in subsequent reporting periods to a change<br />
in goodwill without effect on income. <strong>Dürr</strong> considers it to be more probable than not that the<br />
main claims of <strong>Dürr</strong> will be asserted.<br />
Due to its international operations, <strong>Dürr</strong> is exposed to currency risks. The Company is also exposed<br />
to interest risks and credit risks. The general regulations for a Group-wide risk policy are laid out<br />
in the Group guidelines.<br />
Derivative financial instruments are used in the Group to minimize the risks concerning changes<br />
in exchange rates and interest rates on cash flows and the change in fair value of receivables<br />
and liabilities. In addition, interest swaps are used to optimize interest payments. <strong>Dürr</strong> is exposed<br />
to credit loss in the event of non-performance by counterparties (banks) to the financial instruments<br />
described below.
Credit risk<br />
Currency risk<br />
Interest rate risk<br />
Liquidity risk<br />
Fair value<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
All financial derivatives and their underlyings are subject to ongoing and regular internal<br />
119<br />
control and measurement in accordance with a directive of the Board of Management. Derivative<br />
contracts are only entered into with banks with a good credit standing. Interest swaps were<br />
only entered into with German banks.<br />
Derivative financial instruments are only entered into to hedge the operating business.<br />
The credit risk results from the danger that business partners fail to perform their obligation with<br />
primary and derivative financial instruments and that capital losses are incurred as a result.<br />
Credit ratings are performed for all new customers. Existing customers are analyzed regularly<br />
based on their payment behavior.<br />
As we do not conclude any general netting agreements with our customers, the sum of the<br />
amounts reported under assets also represents the maximum credit risk. There is no apparent<br />
concentration of credit risk from exposures to a single debtor or to groups of debtors.<br />
Currency risks exist in particular where receivables or liabilities exist or will arise in the ordinary<br />
course of business in a currency other than the local currency of the Company.<br />
Forward exchange transactions are entered into to hedge against exchange rate fluctuations<br />
from cash flows relating to anticipated purchasing and sales transactions with terms of up<br />
to 18 months.<br />
In the 2004 reporting period, revolving forward exchange transactions were entered into to hedge<br />
against exchange rate fluctuations of intercompany loans with terms of up to one month.<br />
To manage the market risk for changes in interest rates of existing and anticipated variable-rate<br />
liabilities to banks, the Company entered into interest swaps with residual maturities of up<br />
to 14 months.<br />
Unused credit lines at the disposition of the Group ensure that it has sufficient funds.<br />
The financial instruments of the Group not accounted for at fair value mainly consist of cash and<br />
cash equivalents, trade receivables, trade payables and other liabilities, overdraft facilities and<br />
long-term loans.<br />
The carrying value of cash and cash equivalents and of overdraft facilities approximates fair value<br />
due to the highly liquid nature of these instruments.<br />
The fair value of receivables and payables based on the normal credit terms of trade also approximates<br />
their carrying value at historical cost.<br />
The fair value of non-current liabilities is based on the current interest rate for borrowing at similar<br />
terms and conditions with the same due date and credit rating. With the exception of the bond,<br />
the fair value of debt capital corresponds closely to the net carrying amount. As of December 31,<br />
2004, the bond is listed at 108.20% which is equal to a fair value of € 216,400 thousand.<br />
Depending on their fair value on the balance sheet date, derivative financial instruments are<br />
reported under other assets (positive fair value) or other liabilities (negative fair value)<br />
respectively.
120<br />
Accounting and disclosure<br />
of derivative financial<br />
instruments and hedge<br />
accounting<br />
35. Additional local<br />
disclosure requirements<br />
Exemption pursuant to<br />
Sec. 264b No. 4 of the HGB<br />
Exemption from the requirement<br />
to prepare consolidated<br />
financial statements<br />
for a Spanish sub-group<br />
On the balance sheet date the Company had the following derivatives:<br />
Amounts in €k<br />
The fair value of the derivative financial instruments was estimated using the following methods<br />
and assumptions: The fair values of currency swaps were estimated on the basis of the difference<br />
between the contractually agreed exchange rates and forward rates prevailing on the balance sheet<br />
date. The fair values of the interest rate swaps are estimated as the present value of expected<br />
future cash flows.<br />
Nominal value Positive fair value Negative fair value<br />
Dec. 31, 2004 Dec. 31, 2003 Dec. 31, 2004 Dec. 31, 2003 Dec. 31, 2004 Dec. 31, 2003<br />
Derivative financial<br />
instruments<br />
Interest swaps<br />
Forward exchange<br />
34,663 279,347 – – –1,315 –15,081<br />
contracts 203,656 101,543 6,835 6,320 –1,196 –1,864<br />
Currency swaps and interest rate swaps are recognized in the consolidated balance sheet at fair<br />
value. If the criteria for hedge accounting are fulfilled, the changes in fair value are accounted<br />
for as cash flow hedges as described in the following paragraph. Otherwise the changes in market<br />
value are recorded in the consolidated income statement as of each balance sheet date.<br />
Cash flow hedges<br />
The effective portion of the change in market value of interest swaps and forward exchange transactions<br />
classified as cash flow hedges is recorded through other comprehensive income. When<br />
the hedged transaction affects earnings, the amount from the interest swaps and forward exchange<br />
transactions recorded in other comprehensive income is reclassified into interest expense (interest<br />
swaps) and cost of sales (forward exchange contracts) in the income statement. Due to the<br />
ineffectiveness of the interest swaps, a net loss of € 9 thousand (2003: net loss of € 112 thousand)<br />
was recorded for the 2004 reporting period. Due to the improved liquidity situation, the interest<br />
hedges of a number of expected liabilities to banks were discontinued in the 2003 reporting period<br />
and losses were reclassified from equity to the income statement. It is anticipated that through<br />
the occurrence of the underlying € 120 thousand (2003: € 210 thousand) of net losses included in<br />
other comprehensive income will be reclassified into income during the next 12 months upon<br />
realization of the hedged interest payments.<br />
The company Premier Manufacturing Support Services GmbH & Co. KG, Stuttgart, has made use<br />
of the exemption provision of Sec. 264b No. 4 of the HGB.<br />
The company Ingenieria Agullo S.A., Barcelona (Spain), has made use of the exemption option<br />
from the preparation of consolidated financial statements pursuant to Spanish law.
36. Other notes<br />
Subsequent events<br />
German Corporate Governance<br />
Code: Declaration of compliance<br />
pursuant to Sec. 161<br />
of the AktG<br />
Average headcount<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
New Group structure<br />
Effective March 1, 2005, the <strong>Dürr</strong> Group has been given a new Group structure. In the new<br />
Group structure there are two divisions.<br />
121<br />
The former Paint <strong>Systems</strong> and Final Assembly <strong>Systems</strong> business units were combined in the new<br />
Paint and Assembly <strong>Systems</strong> division. In addition, the former Ecoclean and Measuring <strong>Systems</strong><br />
business units were combined in the new Measuring and Process <strong>Systems</strong> division.<br />
In the course of the strategic realignment of the Group structure, <strong>Dürr</strong> sold the Services business<br />
unit represented by the Premier group in the 2005 reporting period subject to the approval of the<br />
antitrust authorities. <strong>Dürr</strong> is examining the various options for Development Test <strong>Systems</strong> (DTS)<br />
such as a minority shareholding or a complete sale.<br />
Combination of legally independent subsidiaries<br />
Effective January 1, 2005, the US companies Behr <strong>Systems</strong> Inc., Auburn Hills, Acco <strong>Systems</strong> Inc.,<br />
Warren, <strong>Dürr</strong> Environmental Inc., Plymouth, and <strong>Dürr</strong> Production <strong>Systems</strong> Inc., Farmington, were<br />
merged into <strong>Dürr</strong> <strong>Systems</strong> Inc., Plymouth (formerly <strong>Dürr</strong> Industries Inc.).<br />
In 2005 the German companies <strong>Dürr</strong> Environmental GmbH, Stuttgart, <strong>Dürr</strong> Automotion GmbH,<br />
Stuttgart, and DS Engineering GmbH, Darmstadt, are going to be merged into <strong>Dürr</strong> <strong>Systems</strong><br />
GmbH, Stuttgart.<br />
The declaration of compliance prescribed by Sec. 161 of the AktG was submitted by the Board<br />
of Management and the Supervisory Board of <strong>Dürr</strong> AG on December 17, 2004, in Stuttgart and<br />
made accessible to the shareholders on the Internet.<br />
The annual average number of employees:<br />
As of December 31, 2004, <strong>Dürr</strong> employed 13,295 people (2003: 12,747).<br />
2004 2003<br />
Manual workers 6,419 6,127<br />
Salaried employees 6,364 6,500<br />
Trainees/apprentices 296 330<br />
13,079 12,957<br />
of which Services business unit 4,884 4,479
122<br />
Members of the Board of Management<br />
Stephan Rojahn<br />
Chairman<br />
Ecoclean and Measuring <strong>Systems</strong><br />
(until December 31, 2004)<br />
Paint <strong>Systems</strong><br />
(January 1, 2005–February 28, 2005)<br />
Paint and Assembly <strong>Systems</strong><br />
(formerly Paint <strong>Systems</strong><br />
and Final Assembly <strong>Systems</strong>)<br />
(since March 1, 2005)<br />
, Corporate Communication<br />
and Investor Relations, Internal Audit,<br />
Corporate Senior Executives<br />
Carl Schenck AG* (Chairman)<br />
<strong>Dürr</strong> <strong>Systems</strong> GmbH*<br />
(until September 30, 2004, Chairman)<br />
<strong>Dürr</strong> Ecoclean Inc.* (Chairman)<br />
<strong>Dürr</strong> Inc.* (Chairman)<br />
Olpidürr S.p.A.*<br />
Verind S.p.A.*<br />
Kay Bönisch<br />
Finance/Taxes, Controlling,<br />
Law/Insurance, Human Resources<br />
Carl Schenck AG* (since February 2, 2004)<br />
<strong>Dürr</strong> <strong>Systems</strong> GmbH*<br />
(October 1, 2004–February 20, 2005)<br />
INTX AG* (since February 1, 2004, Chairman)<br />
<strong>Dürr</strong> Inc.* (since February 1, 2004)<br />
Premier Manufacturing<br />
Support Services Inc.*<br />
(since February 1, 2004)<br />
Ralf W. Dieter<br />
(since January 1, 2005)<br />
Ecoclean and Measuring <strong>Systems</strong><br />
(January 1, 2005–February 28, 2005)<br />
Measuring and Process <strong>Systems</strong><br />
(formerly Measuring <strong>Systems</strong> and Ecoclean)<br />
(since March 1, 2005)<br />
Research & Development,<br />
Information Technology<br />
Interautomation Inc.*<br />
(since January 16, 2004, Chairman)<br />
Schenck Canada Inc.*<br />
(since January 16, 2004, Chairman)<br />
Schenck Corporation*<br />
Schenck Ltd.*<br />
Schenck Pegasus Corporation*<br />
Schenck RoTec Corp.*<br />
Schenck Test Automation Ltd.*<br />
Schenck Trebel Corporation*<br />
Dr. Norbert Klapper<br />
Final Assembly <strong>Systems</strong><br />
(until February 28, 2005)<br />
Services<br />
Sales & Marketing Paint and<br />
Assembly <strong>Systems</strong> (since March 1, 2005)<br />
Quality Management, Patents,<br />
Sales & Marketing<br />
<strong>Dürr</strong> Inc.*<br />
<strong>Dürr</strong> Paintshop <strong>Systems</strong><br />
Engineering (Shanghai) Co. Ltd.*<br />
(since March 1, 2004)<br />
<strong>Dürr</strong> Production <strong>Systems</strong> Inc.*<br />
(until March 9, 2004)<br />
<strong>Dürr</strong> <strong>Systems</strong> Spain S.A.*<br />
(since February 1, 2004)<br />
Premier Manufacturing Support<br />
Services Inc.*
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Dr. Wolfgang Baur<br />
(until January 31, 2004)<br />
Finance, Controlling, Human Resources,<br />
Law, Information Technology<br />
Carl Schenck AG* (until January 31, 2004)<br />
INTX AG* (until January 31, 2004, Chairman)<br />
Competence Call Center AG<br />
<strong>Dürr</strong> <strong>Systems</strong> Spain S.A.*<br />
(until January 31, 2004)<br />
<strong>Dürr</strong> Inc.* (until January 31, 2004)<br />
Premier Manufacturing Support<br />
Services Inc.* (until January 31, 2004)<br />
Dr. Reinhold Grau<br />
(until October 31, 2004)<br />
Paint <strong>Systems</strong><br />
Research & Development, Information<br />
Technology, Sales & Marketing<br />
INTX AG* (until October 31, 2004)<br />
<strong>Dürr</strong> Inc.* (until October 31, 2004)<br />
<strong>Dürr</strong> Japan K.K.* (until October 31, 2004)<br />
<strong>Dürr</strong> Ltd.* (until October 31, 2004)<br />
<strong>Dürr</strong> Paintshop Equipment and Engineering<br />
(Shanghai) Co. Ltd.* (until October 31, 2004)<br />
<strong>Dürr</strong> Paintshop <strong>Systems</strong><br />
Engineering (Shanghai) Co. Ltd.*<br />
(March 1, 2004–October 31, 2004)<br />
<strong>Dürr</strong> <strong>Systems</strong> Spain S.A.*<br />
(until October 31, 2004)<br />
Olpidürr S.p.A.* (until October 31, 2004)<br />
Verind S.p.A.* (until October 31, 2004)<br />
Offices held by members of the Board of Management<br />
Membership in other statutory supervisory boards<br />
Membership in comparable domestic and foreign control<br />
bodies of business organizations<br />
* Group mandate<br />
123<br />
In the 2004 reporting period, total remunera-<br />
tion of the Board of Management came to<br />
€ 1,906 thousand (2003: € 1,912 thousand).<br />
Pension provisions for the members amounted<br />
to € 2,378 thousand as of December 31, 2004<br />
(2003: € 1,771 thousand).<br />
The former members of the Board of Management<br />
received remuneration of € 679 thousand<br />
(2003: € 669 thousand). Pension provisions for<br />
the members amounted to € 9,650 thousand as<br />
of December 31, 2004 (2003: € 8,861 thousand).<br />
Compensation paid to members of the Board<br />
of Management of <strong>Dürr</strong> AG comprises fixed<br />
and variable components. When deciding on<br />
the fixed components, the Supervisory Board<br />
considers not only the economic situation of<br />
the <strong>Dürr</strong> Group but also the duties and responsibilities<br />
of the respective board members.<br />
The biannual review considers both the personal<br />
performance of each board member and<br />
the performance of the board as a whole, and<br />
takes these into account when making any<br />
changes. The amount of the variable compensation<br />
components depends to a large extent<br />
on the success of the company.<br />
Another component of the variable compensation<br />
is the DISOP (<strong>Dürr</strong> International Stock<br />
Option Plan). DISOP is by nature subject to risk<br />
and acts as a long-term incentive with a vesting<br />
period. The Supervisory Board decides<br />
annually on the issue of new DISOP tranches.<br />
In January 2004, Dr. Wolfgang Baur, a member<br />
of the Board of Management of <strong>Dürr</strong> Aktiengesellschaft<br />
at the time, informed us that he had<br />
sold 4,000 shares in <strong>Dürr</strong> Aktiengesellschaft<br />
(securities transaction subject to the reporting<br />
requirements of Sec. 15 of the WpHG [“Wertpapierhandelsgesetz”:<br />
German Securities<br />
Trading Act]). As of December 31, 2004, there<br />
were no other securities held by members of<br />
the Board of Management subject to the reporting<br />
requirements of the German Corporate<br />
Governance Code, No. 6.6.
124<br />
Members of the Supervisory Board<br />
Dr.-Ing. E. h. Heinz <strong>Dürr</strong> 1<br />
Entrepreneur, Berlin<br />
Chairman<br />
Benteler AG<br />
<strong>Dürr</strong> <strong>Systems</strong> GmbH*<br />
(since February 21, 2005, Chairman)<br />
Dussmann AG & Co. KGaA<br />
Krone GmbH (Chairman)<br />
Landesbank Baden-Württemberg<br />
(member of the Administrative Board)<br />
Peter Weingart1, 3<br />
Chairman of the Group Works<br />
Council of <strong>Dürr</strong> AG, Stuttgart<br />
Deputy Chairman<br />
<strong>Dürr</strong> <strong>Systems</strong> GmbH* (Deputy Chairman)<br />
1, 2<br />
Prof. Dr. Norbert Loos<br />
Managing Partner of<br />
Loos Beteiligungs-GmbH, Stuttgart<br />
Deputy Chairman<br />
Behr GmbH & Co.<br />
BHS-tabletop AG (Chairman)<br />
Carl Schenck AG*<br />
Hans R. Schmidt Holding AG<br />
(Chairman)<br />
LTS Lohmann Therapie-Systeme AG<br />
(Chairman)<br />
Mannheimer Kongress- und Touristik GmbH<br />
MVV-OEG AG<br />
Stadt Mannheim Beteiligungsgesellschaft<br />
mbH<br />
Trumpf GmbH + Co. KG<br />
LTS AG, USA (Chairman)<br />
Lieselotte Dedek-Fried2, 3<br />
Member of the Works Council of<br />
Schenck RoTec GmbH, Darmstadt<br />
2, 3<br />
Benno Eberl<br />
Trade Union Secretary of IG Metall<br />
administrative offices, Stuttgart<br />
ThyssenKrupp Aufzüge GmbH<br />
(Deputy Chairman)<br />
ThyssenKrupp Elevator AG<br />
(Deputy Chairman)<br />
Prof. Dipl.-Ing. Jörg Menno Harms<br />
Chairman of the Management Board<br />
of Hewlett-Packard GmbH and<br />
Hewlett-Packard Holding GmbH, Böblingen<br />
(until October 31, 2004)<br />
Managing Director of Menno Harms GmbH,<br />
Stuttgart (since November 1, 2004)<br />
Heraeus Holding GmbH<br />
Hewlett-Packard GmbH<br />
Jenoptik AG<br />
Württembergische<br />
Hypothekenversicherung AG<br />
CA Leuze GmbH & Co. KG<br />
(member of the Administrative Board)<br />
Groz Beckert KG (Deputy Chairman)<br />
Dr.Tessen von Heydebreck<br />
Member of the Board of Management of<br />
Deutsche Bank AG, Frankfurt am Main<br />
BASF AG<br />
BVV Versicherungsverein des<br />
Bankgewerbes a.G.<br />
Deutsche Bank Privat- und<br />
Geschäftskunden AG*<br />
DWS Investment GmbH* (Deputy Chairman)<br />
Deutsche Bank Luxembourg S.A.*<br />
(Chairman)<br />
Deutsche Bank OOO, Moscow* (Chairman)<br />
Deutsche Bank Polska S.A.* (Chairman)<br />
Deutsche Bank Rt., Budapest* (Chairman)<br />
Deutsche Bank Trust Corp.*<br />
DB Trust Company America*
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Werner Kramp3 Chairman of the Works Council of Schenck<br />
Final Assembly Products GmbH, Püttlingen<br />
Günter Lorenz1, 3<br />
Principal Authorized Representative of IG Metall<br />
administrative offices, Darmstadt<br />
Carl Schenck AG*<br />
(since November 25, 2004)<br />
Siemens VDO Automotive AG<br />
Harald Rüber3 (January 1, 2004–February 28, 2005)<br />
Head of Project Development at<br />
<strong>Dürr</strong> <strong>Systems</strong> GmbH,<br />
Stuttgart (until February 28, 2005)<br />
President of <strong>Dürr</strong> <strong>Systems</strong> GmbH,<br />
Stuttgart (since March 1, 2005)<br />
Joachim Schielke2 Member of the Board of Management of<br />
Landesbank Baden-Württemberg, Stuttgart<br />
Chairman of the Board of Management of<br />
Baden-Württembergische Bank AG, Stuttgart<br />
ICS Informatik Consulting <strong>Systems</strong> AG<br />
Internationales Bankhaus Bodensee AG*<br />
(Chairman)<br />
Süd Private Equity Management<br />
GmbH & Co. KGaA (Deputy Chairman)<br />
BWK GmbH Unternehmensbeteiligungsgesellschaft<br />
(Chairman)<br />
Landesbank Rheinland-Pfalz<br />
MKB Mittelrheinische Bank GmbH<br />
(Deputy Chairman)<br />
MMV Leasing GmbH<br />
(Deputy Chairman of the Advisory Board)<br />
Rehabilitationsklinik Bad Wurzach GmbH<br />
1 Member of the mediation committee and personnel committee<br />
2 Member of the audit committee<br />
3 Employee representative<br />
Membership in statutory supervisory boards<br />
Membership in comparable domestic and foreign control<br />
bodies of business organizations<br />
* Group mandate<br />
Dr. Hans Michael Schmidt-Dencker<br />
(since June 9, 2004)<br />
Spokesman of the Management of<br />
BWK GmbH Unternehmensbeteiligungsgesellschaft,<br />
Stuttgart<br />
Kunert AG (Chairman)<br />
Sick AG<br />
Behr GmbH & Co. KG<br />
Bizerba GmbH & Co. KG<br />
BW Mergers & Acquisitions GmbH<br />
Dr. Haas GmbH<br />
Mypegasus Beteiligungs-GmbH<br />
Schmidt Holding GmbH (Chairman)<br />
Dr. Heinz-Gerd Stein2 (until June 9, 2004)<br />
Management Consultant, Duisburg<br />
AXA Versicherung AG<br />
Bankgesellschaft Berlin AG<br />
Landesbank Berlin – Girozentrale –<br />
WILO AG<br />
125<br />
Evangelisches und Johanniter Klinikum<br />
Duisburg/Dinslaken/Oberhausen gem. GmbH<br />
Hülskens Holding GmbH & Co.<br />
INTAC International, Inc.<br />
Kunststoffwerk Philippine GmbH & Co. KG<br />
(Chairman)<br />
Saarpor Klaus Eckhardt GmbH Neunkirchen<br />
Kunststoffe KG (Chairman)<br />
Thumann & Heitkamp Verwaltungs-GmbH<br />
ThyssenKrupp Elevator Holding Corp.<br />
ThyssenKrupp Marine <strong>Systems</strong> GmbH<br />
In the 2004 reporting period, total remuneration<br />
of the Supervisory Board totaled € 162 thousand<br />
(2003: € 406 thousand).<br />
In the 2004 reporting period, there were no<br />
securities transactions subject to the reporting<br />
requirements of Sec. 15a of the WpHG. Nor were<br />
there any other securities held by members of<br />
the Supervisory Board as of December 31, 2004,<br />
subject to the reporting requirements of the<br />
German Corporate Governance Code, No. 6.6.
126<br />
37. Analysis of non-current assets<br />
Intangible assets<br />
Amounts in €k<br />
Franchises,<br />
industrial Recognized Prepayments<br />
rights and development for intangible<br />
Goodwill similar rights costs assets Total<br />
Accumulated historical cost<br />
as of January 1, 2003 355,538 63,151 3,906 240 422,835<br />
Currency differences –13,795 –2,717 –560 –40 –17,112<br />
Changes in the consolidated group – – – – –<br />
Additions 4,447 6,666 2,099 920 14,132<br />
Disposals –119 –2,144 – – –2,263<br />
Reclassifications – 19 – – 19<br />
Accumulated historical cost<br />
as of December 31, 2003 346,071 64,975 5,445 1,120 417,611<br />
Currency differences –6,457 –1,044 –564 –16 –8,081<br />
Changes in the consolidated group – – – – –<br />
Additions 14,142 9,070 4,376 1,201 28,789<br />
Disposals – –753 – – 2 –755<br />
Reclassifications – 254 – –101 153<br />
Accumulated historical cost<br />
as of December 31, 2004 353,756 72,502 9,257 2,202 437,717<br />
Accumulated amortization<br />
as of January 1, 2003 – 30,084 334 96 30,514<br />
Currency differences – –1,202 –63 –20 –1,285<br />
Changes in the consolidated group – – – – –<br />
Scheduled amortization – 6,054 334 44 6,432<br />
Impairment losses – – – – –<br />
Disposals – –2,003 – – –2,003<br />
Reclassifications – – – – –<br />
Accumulated amortization<br />
as of December 31, 2003 – 32,933 605 120 33,658<br />
Currency differences – –775 –94 –13 –882<br />
Changes in the consolidated group – – – – –<br />
Scheduled amortization – 5,706 712 40 6,458<br />
Impairment losses – 6,555 – – 6,555<br />
Disposals – –392 – – –392<br />
Reclassifications – – – – –<br />
Accumulated amortization<br />
as of December 31, 2004<br />
Net carrying amount<br />
– 44,027 1,223 147 45,397<br />
as of December 31, 2004<br />
Net carrying amount<br />
353,756 28,475 8,034 2,055 392,320<br />
as of December 31, 2003<br />
Net carrying amount<br />
346,071 32,042 4,840 1,000 383,953<br />
as of January 1, 2003 355,538 33,067 3,572 144 392,321
Property, plant and equipment<br />
Amounts in €k<br />
Consolidated financial statements of <strong>Dürr</strong> AG<br />
127<br />
Land and<br />
land rights Other<br />
and buildings Technical equipment, Prepayments<br />
on third- equipment furniture and assets under<br />
party land and machines and fixtures construction Total<br />
Accumulated historical cost<br />
as of January 1, 2003 202,794 79,805 142,485 3,516 428,600<br />
Currency differences –12,609 –5,150 –7,237 –132 –25,128<br />
Changes in the consolidated group – – – – –<br />
Additions 3,183 3,976 8,594 892 16,645<br />
Disposals –6,431 –3,207 –20,042 –106 –29,786<br />
Reclassifications 2,081 818 364 –3,282 – 19<br />
Accumulated historical cost<br />
as of December 31, 2003 189,018 76,242 124,164 888 390,312<br />
Currency differences –4,800 –1,975 –2,574 –39 –9,388<br />
Changes in the consolidated group – – – – –<br />
Additions 3,167 4,707 7,310 3,324 18,508<br />
Disposals –4,166 –21,510 –12,797 –209 –38,682<br />
Reclassifications 117 –26 103 –346 –152<br />
Accumulated historical cost<br />
as of December 31, 2004 183,336 57,438 116,206 3,618 360,598<br />
Accumulated depreciation<br />
as of January 1, 2003 64,139 58,302 107,756 – 230,197<br />
Currency differences –4,220 –3,487 –4,749 – –12,456<br />
Changes in the consolidated group – – – – –<br />
Scheduled depreciation 5,441 5,819 11,399 – 22,659<br />
Impairment losses – 1,266 – – 1,266<br />
Disposals –3,523 –2,881 –19,405 – –25,809<br />
Reclassifications – 31 –18 49 – –<br />
Accumulated depreciation<br />
as of December 31, 2003 61,806 59,001 95,050 – 215,857<br />
Currency differences –1,890 –1,447 –1,862 – –5,199<br />
Changes in the consolidated group – – – – –<br />
Scheduled depreciation 5,647 5,172 9,999 – 20,818<br />
Impairment losses – – 141 – 141<br />
Disposals –940 –19,464 –12,160 – –32,564<br />
Reclassifications 1 46 – 47 – –<br />
Accumulated depreciation<br />
as of December 31, 2004<br />
Net carrying amount<br />
64,624 43,308 91,121 – 199,053<br />
as of December 31, 2004<br />
Net carrying amount<br />
118,712 14,130 25,085 3,618 161,545<br />
as of December 31, 2003<br />
Net carrying amount<br />
127,212 17,241 29,114 888 174,455<br />
as of January 1, 2003 138,655 21,503 34,729 3,516 198,403
128<br />
Financial assets<br />
Amounts in €k<br />
Investments Other Other long-term<br />
in associates investments securities Other loans Total<br />
Accumulated historical cost<br />
as of January 1, 2003 19,533 2,104 579 2,142 24,358<br />
Currency differences –1,177 1 –1 –185 –1,362<br />
Changes in the consolidated group – – – – –<br />
Additions 476 *<br />
– 17 758 1,251<br />
Disposals –1,190 – –27 –383 –1,600<br />
Reclassifications – – – – –<br />
Accumulated historical cost<br />
as of December 31, 2003 17,642 2,105 568 2,332 22,647<br />
Currency differences –484 – 1 76 –407<br />
Changes in the consolidated group – – – – –<br />
Additions 214* 630 – 499 1,343<br />
Disposals –1 –563 –4 –38 –606<br />
Reclassifications – – – –1 –1<br />
Accumulated historical cost<br />
as of December 31, 2004 17,371 2,172 565 2,868 22,976<br />
Accumulated amortization<br />
as of January 1, 2003 1,609 200 – – 1,809<br />
Currency differences – – – – –<br />
Changes in the consolidated group – – – – –<br />
Scheduled amortization 592 21 1 – 614<br />
Impairment losses – – – – –<br />
Disposals –592 – – – –592<br />
Reclassifications – – – – –<br />
Accumulated amortization<br />
as of December 31, 2003 1,609 221 1 – 1,831<br />
Currency differences – – – – –<br />
Changes in the consolidated group – – – – –<br />
Scheduled amortization – – – – –<br />
Impairment losses – 120 – – 120<br />
Disposals – – – – –<br />
Reclassifications – – – – –<br />
Accumulated amortization<br />
as of December 31, 2004<br />
Net carrying amount<br />
1,609 341 1 – 1,951<br />
as of December 31, 2004<br />
Net carrying amount<br />
15,762 1,831 564 2,868 21,025<br />
as of December 31, 2003<br />
Net carrying amount<br />
16,033 1,884 567 2,332 20,816<br />
as of January 1, 2003 17,924 1,904 579 2,142 22,549<br />
* Investment results less dividends
Consolidated financial statements of <strong>Dürr</strong> AG<br />
38. List of equity investments<br />
129<br />
Capital<br />
share<br />
Name and registered offices in %<br />
Germany<br />
<strong>Dürr</strong> <strong>Systems</strong> GmbH, Stuttgart 1, 3 100<br />
<strong>Dürr</strong> Automotion GmbH, Stuttgart 1, 3 100<br />
<strong>Dürr</strong> Environmental GmbH, Stuttgart 1, 3 100<br />
INTX AG, Stuttgart 1, 3 100<br />
<strong>Dürr</strong> Ecoclean GmbH, Filderstadt 1, 3 100<br />
<strong>Dürr</strong> Grundstücks-GmbH, Stuttgart 3 100<br />
<strong>Dürr</strong> International GmbH, Stuttgart 1, 3 100<br />
<strong>Dürr</strong> Ecoclean International GmbH, Stuttgart 1, 3 100<br />
<strong>Dürr</strong> Holding GmbH, Stuttgart 1, 3 100<br />
<strong>Dürr</strong> Beteiligung Alpha GmbH, Stuttgart 1, 3 100<br />
Premier Beteiligungsgesellschaft mbH, Stuttgart 1, 3 100<br />
Premier Manufacturing Support Services GmbH & Co. KG, Stuttgart 3 100<br />
<strong>Dürr</strong> Somac GmbH, Chemnitz 1, 3 100<br />
DS Engineering GmbH, Darmstadt 1, 3 100<br />
<strong>Dürr</strong> Special Material Handling GmbH, Wyhlen 3 100<br />
Carl Schenck AG, Darmstadt 3 100<br />
Schenck Pegasus GmbH, Darmstadt 1, 3 100<br />
Schenck RoTec GmbH, Darmstadt 1, 3 100<br />
Schenck Process GmbH, Darmstadt 1, 3 100<br />
Schenck Fertigungs & Service GmbH, Darmstadt 1, 3 100<br />
Waagen und Maschinen Ed. Schmitt & Cie. GmbH, Darmstadt 1, 3 100<br />
Schenck Atis GmbH, Darmstadt 1, 3 100<br />
Schenck Immobilien & Service GmbH, Darmstadt 1, 3 100<br />
Schenck Final Assembly Products GmbH, Püttlingen1, 3 Gades Grundstücksverwaltungsgesellschaft<br />
100<br />
mbH & Co. Vermietungs KG, Mainz4, 5 100<br />
Fludicon GmbH, Darmstadt6 Unterstützungseinrichtung der Carl Schenck AG, Darmstadt,<br />
25<br />
GmbH, Darmstadt6 100<br />
1 Profit-and-loss transfer agreement in place with respective parent<br />
2 Purchase accounting in the 2004 reporting period<br />
3 Fully consolidated in the <strong>Dürr</strong> Group<br />
4 Associate of the <strong>Dürr</strong> Group<br />
5 Not fully consolidated as only 10% of voting rights held<br />
6 Not consolidated in the <strong>Dürr</strong> Group
130<br />
Capital<br />
share<br />
Name and registered offices in %<br />
Other EU countries<br />
<strong>Dürr</strong> Anlagenbau GmbH, Zistersdorf/Austria 3 100<br />
Schenck Ges.m.b.H., Braunau/Austria 3 100<br />
<strong>Dürr</strong> Ltd., Warwick/United Kingdom 3 100<br />
<strong>Dürr</strong> Ecoservice Ltd., Warwick/United Kingdom 3 100<br />
Behr Industrial Equipment Ltd., Warwick/United Kingdom 3 100<br />
Inlac (UK) Ltd., Warwick/United Kingdom3 Premier Manufacturing Support Services (UK) Ltd.,<br />
100<br />
Warwick/United Kingdom3 100<br />
Schenck Ltd., Banbury/United Kingdom3 100<br />
Schenck Automation <strong>Systems</strong> Ltd., Warwick/United Kingdom3 100<br />
Schenck Test Automation Ltd., Worcester/United Kingdom3 100<br />
SRH <strong>Systems</strong> Ltd., Worcester/United Kingdom3 57<br />
STIC-HAFROY S.A.S., Loué/France3 100<br />
<strong>Dürr</strong> <strong>Systems</strong> S.A.S., Courbevoie/France3 100<br />
Schenck S.A.S., Cergy-Pontoise/France3 100<br />
<strong>Dürr</strong> <strong>Systems</strong> Spain S.A., San Sebastián/Spain3 100<br />
Ingenieria Agullo S.A., Barcelona/Spain3 100<br />
Industrias Schenck S.A., Madrid/Spain3 Premier Manufacturing Support Services Spain S.L.,<br />
100<br />
San Sebastián/Spain2, 3 100<br />
Olpidürr S.p.A., Novegro di Segrate/Italy3 65<br />
Verind S.p.A., Rodano/Italy4 50<br />
Polisistem S.r.l., Turin/Italy4 29<br />
CPM S.p.A., Beinasco/Italy4 50<br />
IMPIND S.p.A., Milan/Italy3 100<br />
Schenck Italia S.r.l., Paderno Dugnano/Italy3 100<br />
Premier Manufacturing Support Services A.B., Trollhättan/Sweden3 100<br />
Schenck Vægt- og Maskinfabrik A.p.s., Copenhagen/Denmark3 100<br />
Carl Schenck Machines en Installaties B.V., Rotterdam/Netherlands3 100<br />
Premier Manufacturing Support Services B.V., Born/Netherlands3 100<br />
<strong>Dürr</strong>pol Sp.z o.o., Radom/Poland3 100<br />
Premier Manufacturing Support Services Poland Sp.z o.o., Gliwice/Poland3 100<br />
Schenck Polska Sp.z o.o., Warsaw/Poland3 100<br />
<strong>Dürr</strong> Ecoclean spol. s.r.o., Oslavany/Czech Republic3 Premier Manufacturing Support Services s.r.o.,<br />
100<br />
Mlada Boleslav/Czech Republic3 100<br />
Schenck spol. s.r.o., Prague/Czech Republic3 100<br />
Schenck Slovakia spol. s.r.o., Bratislava/Slovakia3 100
Consolidated financial statements of <strong>Dürr</strong> AG<br />
131<br />
Capital<br />
share<br />
Name and registered offices in %<br />
Other European countries<br />
Schenck Industrie-Beteiligungen AG, Glarus/Switzerland 3 100<br />
Schenck Ukraina TOW, Kiev/Ukraine 3 100<br />
North America/Central America<br />
<strong>Dürr</strong> Inc., Plymouth, Michigan/USA 3 100<br />
<strong>Dürr</strong> <strong>Systems</strong> Inc., Plymouth, Michigan/USA 3 100<br />
ACCO <strong>Systems</strong> Inc., Warren, Michigan/USA 3 100<br />
Behr <strong>Systems</strong> Inc., Auburn Hills, Michigan/USA 3 100<br />
<strong>Dürr</strong> Environmental Inc., Plymouth, Michigan/USA 3 100<br />
<strong>Dürr</strong> Ecoclean Inc., Plymouth, Michigan/USA 3 100<br />
Inlac Schmidt USA Inc., Troy, Michigan/USA 3 100<br />
Premier Manufacturing Support Services Inc., Cincinnati, Ohio/USA 3 100<br />
Behr Robotics Inc., Auburn Hills, Michigan/USA 3 100<br />
<strong>Dürr</strong> Sigma <strong>Systems</strong> Inc., Plymouth, Michigan/USA 3 100<br />
<strong>Dürr</strong> AIS Inc., Plymouth, Michigan/USA 3 100<br />
Schenck Corporation, Deer Park, New York/USA 3 100<br />
Schenck RoTec Inc., Deer Park, New York/USA 3 100<br />
Schenck RoTec Corporation, Troy, Michigan/USA 3 100<br />
Schenck Trebel Corporation, Deer Park, New York/USA 3 100<br />
Schenck Pegasus Corporation, Troy, Michigan/USA 3 100<br />
Schenck AccuRate Inc., Whitewater, Wisconsin/USA 3 100<br />
Schenck Motorama Inc., Farmington, Michigan/USA 3 100<br />
<strong>Dürr</strong> Production <strong>Systems</strong> Inc., Farmington, Michigan/USA3 Premier Manufacturing Support Services-Michigan LLC,<br />
100<br />
Plymouth, Michigan/USA2, 3 Premier Manufacturing Support Services of Canada Ltd.,<br />
100<br />
Alliston, Ontario/Canada3 100<br />
Schenck Canada Inc., Toronto, Ontario/Canada3 100<br />
Interautomation Inc., Oakville, Ontario/Canada3 100<br />
<strong>Dürr</strong> Canada Corp., Halifax, Nova Scotia/Canada3 100<br />
<strong>Dürr</strong> ACCO Canada Inc., Windsor, Ontario/Canada3 100<br />
Behr Industrial <strong>Systems</strong> Inc., Windsor, Ontario/Canada2, 3 100<br />
<strong>Dürr</strong> de México S. A. de C. V., Naucalpan de Juarez/Mexico3 Premier Manufacturing Support Services de México,<br />
100<br />
S. de R.L. de C. V., Saltillo/Mexico3 100<br />
1 Profit-and-loss transfer agreement in place with respective parent<br />
2 Purchase accounting in the 2004 reporting period<br />
3 Fully consolidated in the <strong>Dürr</strong> Group<br />
4 Associate of the <strong>Dürr</strong> Group<br />
5 Not fully consolidated as only 10% of voting rights held<br />
6 Not consolidated in the <strong>Dürr</strong> Group
132<br />
Capital<br />
share<br />
Name and registered offices in %<br />
South America<br />
Schenck Américas S.A., Bogotá/Colombia 3 70<br />
<strong>Dürr</strong> Brasil Ltda., São Paulo/Brazil3 Premier Brasil Servicios de Suporte para Indústrias Ltda.,<br />
100<br />
São Paulo/Brazil3 100<br />
Schenck do Brasil Indústria e Comércio Ltda., São Paulo/Brazil3 Premier Servicios de Soporte para Manufacturas,<br />
100<br />
Argentina S.A., Cap. Fed. Buenos Aires/Argentina3 100<br />
Schenck Austral S.A., Santiago de Chile/Chile2, 3 75<br />
Africa/Asia/Australia<br />
<strong>Dürr</strong> South Africa (Pty.) Ltd., Port Elizabeth/South Africa3 100<br />
Schenck Africa (Pty.) Ltd., Johannesburg/South Africa3 100<br />
<strong>Dürr</strong> India Private Ltd., Chennai/India3 100<br />
Schenck Avery Ltd., Noida/India3 74<br />
Schenck Process India Ltd., Ranchi/India4 Premier Manufacturing Support Services (Thailand) Co. Ltd.,<br />
50<br />
Bangkok/ Thailand3 82<br />
Carl Schenck Singapore Pte., Ltd., Singapore/Singapore3 100<br />
<strong>Dürr</strong> Korea Inc., Seoul/South Korea3 100<br />
Schenck Korea Ltd., Seoul/South Korea3 <strong>Dürr</strong> Paintshop Equipment and Engineering (Shanghai) Co. Ltd.,<br />
88<br />
Shanghai/P. R. China3 Premier Automobile Manufacturing Support Services (Shanghai) Co. Ltd.,<br />
100<br />
Shanghai/P. R. China3 Schenck Shanghai Testing Machinery Corporation Ltd.,<br />
100<br />
Shanghai/P. R. China4 50<br />
Schenck Shanghai Machinery Corporation Ltd., Shanghai/P. R. China3 99<br />
Schenck (Tianjin) Mineral <strong>Systems</strong> Co. Ltd., Tianjin/P. R. China3 <strong>Dürr</strong> Paintshop <strong>Systems</strong> Engineering (Shanghai) Co. Ltd.,<br />
100<br />
Shanghai/P. R. China2, 3 100<br />
<strong>Dürr</strong> Japan K.K., Yokohama/Japan3 100<br />
Nagahama Seisakusho Ltd., Osaka/Japan4 50<br />
Schenck-TKS Test <strong>Systems</strong> Ltd., Kanagawa/Japan3 71<br />
Schenck Australia (Pty.) Ltd., North Ryde/Australia3 100<br />
<strong>Dürr</strong> Pty. Ltd., Adelaide/Australia3 100<br />
1 Profit-and-loss transfer agreement in place with respective parent<br />
2 Purchase accounting in the 2004 reporting period<br />
3 Fully consolidated in the <strong>Dürr</strong> Group<br />
4 Associate of the <strong>Dürr</strong> Group<br />
5 Not fully consolidated as only 10% of voting rights held<br />
6 Not consolidated in the <strong>Dürr</strong> Group<br />
A complete list of equity investments has been filed with the commercial register<br />
of Stuttgart district court.
Consolidated financial statements of <strong>Dürr</strong> AG<br />
Stuttgart, March 24, 2005<br />
<strong>Dürr</strong> Aktiengesellschaft<br />
The Board of Management<br />
Stephan Rojahn Kay Bönisch<br />
Ralf W. Dieter Dr. Norbert Klapper<br />
133
134<br />
<strong>Dürr</strong> worldwide<br />
Germany<br />
<strong>Dürr</strong> AG<br />
Stuttgart, phone: +49-711-136-0<br />
corpcom@durr.com<br />
Carl Schenck AG<br />
Darmstadt, phone: +49-6151-32-0<br />
schenck@schenck.net<br />
<strong>Dürr</strong> <strong>Systems</strong> GmbH<br />
Stuttgart, phone: +49-711-136-0<br />
corpcom@durr.com<br />
Bietigheim-Bissingen,<br />
phone: +49-7142-78-0<br />
durr.apt@durr.com<br />
Butzbach, phone: +49-60 33-80-50-0<br />
psi-deu@durr.com<br />
Brunswick, phone: +49-5 31-2159-0<br />
automotion@durr.com<br />
Darmstadt, phone: +49-6151-32-42 01<br />
automotion@durr.com<br />
dse@schenck.net<br />
Ochtrup, phone: +49 -25 53-9 27-0<br />
rebekka.paul@durr.com<br />
<strong>Dürr</strong> Somac GmbH<br />
Chemnitz, phone: +49-37 18-122-0<br />
somac@durr.com<br />
<strong>Dürr</strong> Special Material Handling GmbH<br />
Grenzach-Wyhlen, phone: +49-76 24-310<br />
dsmh@durr.com<br />
Schenck Final Assembly Products GmbH<br />
Püttlingen, phone: +49-68 98-6 92-0<br />
schenck-fap@schenck.net<br />
<strong>Dürr</strong> Ecoclean GmbH<br />
Filderstadt, phone: +49-711-70 06-0<br />
info@ecoclean.durr.com<br />
Monschau, phone: +49-24 72-83-0<br />
info@ecoclean.durr.com<br />
Schenck Pegasus GmbH<br />
Darmstadt, phone: +49-61 51-32-30 98<br />
pegasus@schenck.net<br />
Schenck Process GmbH<br />
Darmstadt, phone: +49-61 51-32-10 28<br />
pr.process@schenck.net<br />
Schenck RoTec GmbH<br />
Darmstadt, phone: +49-61 51-32-23 11<br />
schenck.rotec@schenck.net<br />
Australia<br />
<strong>Dürr</strong> Pty. Ltd.<br />
Adelaide, phone: +61-8-82 38 34 63<br />
andy.davey@durr.com.au<br />
Schenck Australia Pty. Ltd.<br />
North Ryde, phone: +61-2-98 78 4100<br />
sales@schenck.com.au<br />
Paint and Assembly <strong>Systems</strong><br />
Measuring and Process <strong>Systems</strong><br />
Austria<br />
Brazil<br />
<strong>Dürr</strong> Anlagenbau Ges.m.b.H.<br />
Zistersdorf, phone: +43-25 32-25 46<br />
duerr.zistersdorf@durr.com<br />
Schenck Ges.m.b.H.<br />
Braunau, phone: +43-77 22-62 38 70<br />
schenck@sog.schenck.net<br />
<strong>Dürr</strong> Brasil Ltda.<br />
São Paulo, phone: +55-11-56 33 35 00<br />
durrbr@durr.com.br<br />
Schenck do Brasil<br />
Indústria e Comérçio Ltda.<br />
São Paulo, phone: +55-11-56 33 35 00<br />
schenck@schenck.com.br<br />
Canada<br />
Chile<br />
<strong>Dürr</strong> Canada Inc.<br />
Windsor, phone: +1-7 34-4 59 68 00<br />
info@durrusa.com<br />
<strong>Dürr</strong> Acco Canada Inc.<br />
Windsor, phone: +1-5 86-7 55 75 00<br />
sales@acco.durr-usa.com<br />
Interautomation Inc.<br />
Oakville, phone: +1-9 05-8 27 77 55<br />
info@iainc.com<br />
Schenck Austral S.A.<br />
Santiago de Chile, phone: +56-22-28 93 40<br />
ehoemann@emin.cl<br />
China<br />
<strong>Dürr</strong> Paintshop <strong>Systems</strong> Engineering<br />
(Shanghai) Co. Ltd.<br />
Shanghai, phone: +86-21-6219 3719<br />
general@durr.com.cn<br />
Schenck Shanghai<br />
Machinery Corp. Ltd.<br />
Shanghai, phone: +86-21-62 65 96 63<br />
ssm-rotec@online.sh.cn<br />
ssm-process@online.sh.cn<br />
Schenck Shanghai Testing<br />
Machinery Corp. Ltd.<br />
Shanghai, phone: +86-21-3 06 45 99<br />
Schenck (Tianjin) Mineral <strong>Systems</strong> Co. Ltd.<br />
Tianjin, phone: +86-22-83 96 37 20<br />
service@schenck-china.com<br />
Colombia<br />
Schenck Américas S.A.<br />
Bogotá, phone: +57-1-2 77 50 00<br />
manuel.etter@schenck.net<br />
Czech Republic<br />
<strong>Dürr</strong> Ecoclean spol. s r.o.<br />
Oslavany-Padochov<br />
phone: +42-05 46-42 35 22-3<br />
Schenck spol. s r.o.<br />
Prague, phone: +42-02-33 09 41 11<br />
info@schenck.cz<br />
Denmark<br />
Schenck Vægt- og Maskinfabrik ApS<br />
Bagsværd, phone: +45-44-98 22 55<br />
svm@svm.schenck.net<br />
France<br />
<strong>Dürr</strong> <strong>Systems</strong> S.A.S.<br />
Courbevoie, phone: +33-1-43 34 74 00<br />
general@durr-ai.com<br />
Massy, phone: +33-1-69 93 29 00<br />
durr.automotion@durr-ai.com<br />
STIC-HAFROY S.A.S.<br />
Loué, phone: +33-2-43 39 78 00<br />
stic-hafroy@stic-hafroy.fr<br />
Schenck S.A.S.<br />
Cergy-Pontoise, phone: +33-1-34 32 90 00<br />
ssa@ssa.schenck.net<br />
Great Britain<br />
India<br />
<strong>Dürr</strong> Ltd.<br />
Warwick, phone: +44-19 26-4188 00<br />
sales@durr.co.uk<br />
Schenck Automation <strong>Systems</strong> Ltd.<br />
Warwick, phone: +44-19 26-4188 00<br />
saspersonnel@durr.co.uk<br />
Schenck Ltd.<br />
Banbury, phone: +44-12 95-25 1122<br />
general@schenck.co.uk<br />
Schenck Test Automation Ltd.<br />
Worcester, phone: +44-19 05-6133 61<br />
sta@schenck.co.uk<br />
SRH <strong>Systems</strong> Ltd.<br />
Worcester, phone: +44-19 05-6133 61<br />
srh@srhsystems.com<br />
<strong>Dürr</strong> India Pvt. Ltd.<br />
Chennai, phone: +91-44-4 32 36 20/21<br />
mlcresswell@durrindia.com<br />
Schenck Avery Ltd.<br />
Noida, phone: +91-120-2 56 3174/179<br />
sal@schenck-ind.com<br />
Schenck Process India Ltd.<br />
Ranchi, phone: +91-6 51-2 29 07 35<br />
sjnrnc@giasc101.vsnl.net.in
Italy<br />
Olpidürr S.p.A.<br />
Novegro di Segrate,<br />
phone: +39-02-70 2121<br />
sales@olpidurr.it<br />
Polisistem S.r.l.<br />
Turin, phone: +39-011-6126 26<br />
polisistem@polisistem.it<br />
Verind S.p.A.<br />
Rodano, phone: +39-02-95 32 09 74<br />
direzione@verind.it<br />
CPM S.p.A.<br />
Beinasco, phone: +39-011-3 98 8411<br />
dir@cpm-spa.com<br />
Schenck Italia S.r.l.<br />
Paderno Dugnano,<br />
phone: +39-02-91 00 24 41<br />
schenck.italia@sit.schenck.net<br />
Japan<br />
<strong>Dürr</strong> Japan K.K.<br />
Yokohama, phone: +81-45-4 75 36 71<br />
s-katayama@durr.co.jp<br />
Nagahama Seisakusho Ltd.<br />
Osaka, phone: +81-726- 96 33 01<br />
nso@nagahama.co.jp<br />
Schenck-TKS Test <strong>Systems</strong> Ltd.<br />
Kanagawa, phone: +81-42-7 80 53 81<br />
stt@sttnet.co.jp<br />
Mexico<br />
<strong>Dürr</strong> de México S.A. de C.V.<br />
Naucalpan de Juarez<br />
phone: +52-55-53 291188<br />
durr.mexico@durrmex.com.mx<br />
Netherlands<br />
Carl Schenck Machines<br />
en Installaties B.V.<br />
Rotterdam, phone: +31-10-4 1175 40<br />
info@schenck.nl<br />
Poland<br />
<strong>Dürr</strong>pol Sp. z o.o.<br />
Radom, phone: +48-48-3 610100<br />
durrpol@durrpol.pl<br />
Schenck Polska Sp. z o.o.<br />
Warsaw, phone: +48-22-6 65 40 11<br />
schenck@schenck.com.pl<br />
Paint and Assembly <strong>Systems</strong><br />
Measuring and Process <strong>Systems</strong><br />
<strong>Dürr</strong> worldwide<br />
Russia<br />
<strong>Dürr</strong> <strong>Systems</strong> GmbH<br />
Moscow, phone: +7-095-9 26 06 26<br />
durr@durr.msk.ru<br />
Slovakia<br />
Schenck Slovakia spol. s r.o.<br />
Bratislava, phone: +42-12-55 56 34 70<br />
csb@schenck.sk<br />
South Africa<br />
<strong>Dürr</strong> South Africa Ltd.<br />
Port Elizabeth, phone: +27-41-3 93 54 00<br />
durr@durrsa.co.za<br />
Schenck Africa (Pty.) Ltd.<br />
Johannesburg, phone: +27-41-3 93 54 00<br />
sales@schenck.co.za<br />
South Korea<br />
<strong>Dürr</strong> Korea Inc.<br />
Seoul, phone: +82-2-5 69 22 44<br />
koch@durr.co.kr<br />
Schenck Korea Ltd.<br />
Seoul, phone: +82-2-5 62 72 96<br />
hgkim@schenck.co.kr<br />
Spain<br />
<strong>Dürr</strong> <strong>Systems</strong> Spain S.A.<br />
Madrid, phone: +34-915-5176 63<br />
ana.cazenave@durr-ai.com<br />
San Sebastian, phone: +34-9 43-3170 00<br />
durr-spain@durr-spain.com<br />
Valladolid, phone: +34-9 83-39 70 02<br />
technical.va@durr-spain.com<br />
Viladecans, phone: +34-93-6 47 25 25<br />
administracion.apt@durr-spain.com<br />
Ingenieria Agullo S.A.<br />
Barcelona, phone: +34-93-2 92 1100<br />
agullo@agullo.com<br />
Industrias Schenck S.A.<br />
Madrid, phone: +34-91-7 46 19 80<br />
info@sme.schenck.net<br />
Ukraine<br />
USA<br />
Schenck Ukraina TOW<br />
Kiev, phone: +38-044-4 90 26 96<br />
csk@schenck.com.ua<br />
135<br />
<strong>Dürr</strong> AIS Inc.<br />
Plymouth/MI, phone: +1-7 34-4 59 68 00<br />
durrais@ai.durr-usa.com<br />
<strong>Dürr</strong> Inc.<br />
Plymouth/MI, phone: +1-7 34-4 59 68 00<br />
jcotton@durrusa.com<br />
<strong>Dürr</strong> <strong>Systems</strong> Inc.<br />
Auburn Hills/MI, phone: +1-2 48-745 85 00<br />
behr@behr.durr-usa.com<br />
Farmington/MI, phone: +1-2 48-4 78 35 00<br />
sales@dps.durr-usa.com<br />
Plymouth/MI, phone: +1-7 34-4 59 68 00<br />
info@durrusa.com<br />
sales@durrenvironmental.com<br />
Somerville/NJ, phone: +1-9 08-6 85 46 00<br />
sales@durrenvironmental.com<br />
Warren/MI, phone: +1-5 86-7 55 75 00<br />
sales@acco.durr-usa.com<br />
<strong>Dürr</strong> Ecoclean Inc.<br />
Bowling Green/OH,<br />
phone: +1-4 19-3 52 75 01<br />
henry@henryfilters.com<br />
Sterling Heights/MI,<br />
phone: +1-5 86-2 64 20 20<br />
scott.kosovec@hrblack.com<br />
Wixom/MI, phone: +1-2 48-9 60 46 30<br />
durr-ecoclean@da.durr-usa.com<br />
Schenck AccuRate Inc.<br />
Whitewater/MI, phone: +1-2 62-4 73 24 41<br />
mktg@accuratefeeders.com<br />
Schenck Pegasus Corporation<br />
Troy/MI, phone: +1-2 48-6 89 90 00<br />
info@schenckpegasus.com<br />
Schenck RoTec Corporation<br />
Troy/MI, phone: +1-2 48-6 89 90 00<br />
info@schenckrotec.com<br />
Schenck Trebel Corporation<br />
Deer Park/NY, phone: +1-6 31-2 42 40 10<br />
sales@schenck-usa.com
B<br />
C<br />
D<br />
136<br />
Glossary<br />
A Direct electrostatic charging<br />
Application technology<br />
General term for all products related to the<br />
spray application of paint and high-viscosity<br />
materials. Important products that fall under<br />
the heading of “application technology” include<br />
painting robots, paint atomizers, paint<br />
supply systems, and color change systems.<br />
Asynchronous machine<br />
A driving and loading device used in engine<br />
and transmission test stands.<br />
Body pretreatment<br />
Pretreatment is the first step in the painting<br />
process. The vehicle body is cleaned and a<br />
protective coating is applied that prevents<br />
corrosion and allows for better paint adhesion.<br />
Common products strategy<br />
(also called common tooling strategy)<br />
Strategy pursued by automobile manufacturers,<br />
in which identical production technology<br />
is used in multiple plants, making it easier<br />
to achieve a consistent standard of quality.<br />
Common-rail fuel injection<br />
Fuel injection systems for combustion<br />
engines. Whereas conventional systems must<br />
pressurize the fuel for each individual injection,<br />
the pressure in common-rail fuel injection<br />
systems remains constant. This makes<br />
extremely flexible injection control possible.<br />
The system uses a common rail for fuel and<br />
for accumulating injection pressure.<br />
Computational Fluid Dynamics<br />
(CFD) simulation<br />
Computer simulation of flows, such as air,<br />
water, or paint flows.<br />
Control frequency<br />
In test stand technology: the frequency with<br />
which a control unit “tells” the individual<br />
drives and loading devices assigned to it how<br />
many revolutions per minute (rpm) or how<br />
much torque the machine must achieve.<br />
Coolant recycling (filtration)<br />
Coolants are used in workpiece machining,<br />
for instance, for boring and milling. They cool<br />
the workpieces and tools, reduce friction and<br />
wear, and bind any metal shavings. The recycling<br />
systems cool the used coolant and<br />
remove the shavings through filtration so<br />
the coolant can be reused in the machining<br />
process.<br />
Deburring<br />
The process of removing from workpieces<br />
any burrs that are produced during boring or<br />
milling, for example, in the manufacture of<br />
engines and transmissions. If these burrs are<br />
not removed, they could break off later and<br />
cause damage to or even the failure of the<br />
system.<br />
Dip-painting<br />
Process used for priming the vehicle body.<br />
In dip-painting, the body is completely submerged<br />
in the paint. The liquid paint adheres<br />
to the entire body surface as well as the cavities.<br />
After dipping, the paint is dried and<br />
cured as in other painting processes.<br />
E<br />
F<br />
H<br />
M<br />
P<br />
of water-based paints<br />
High voltage is applied to the paint atomizer<br />
to give the paint droplets an electrostatic<br />
charge. The result is more effective paint application<br />
to the earthed vehicle body, minimal<br />
paint loss, and minimal soiling of the atomizer.<br />
Eddy current brake<br />
The primary components of an eddy current<br />
brake are a cylindrical or disc-shaped rotor<br />
and a coil. When current flows through the<br />
coil, it generates a magnetic field, which creates<br />
a braking effect. The stronger the coil's<br />
magnetic field, the stronger the braking effect.<br />
Eddy current brakes are used, for example,<br />
as a loading device for engine testing.<br />
End of line<br />
The area in the process of vehicle final assembly<br />
where fully assembled vehicles are tuned,<br />
tested, and prepared for shipping.<br />
Filling systems<br />
<strong>Systems</strong> dispensing materials essential for<br />
automobile operation (fuel, brake fluid, engine<br />
oil and coolant, transmission oil or fluid, airconditioning<br />
refrigerant, windshield washer<br />
fluid, power steering fluid, and air for air<br />
suspension systems) in the final assembly<br />
stage of production.<br />
Fleet management<br />
Management of transport equipment fleets<br />
(forklifts, lift trucks, etc.), includes, for example,<br />
leasing and management of spare parts.<br />
High-viscosity materials<br />
Sprayable materials, often containing PVC,<br />
that are applied to car bodies to seal weld<br />
seams, to preserve cavaties, or as underbody<br />
protection. Adhesives and liquid insulation<br />
materials also fall under this general term.<br />
Marriage<br />
Joining and bolting together of power train,<br />
chassis, and body in vehicle final assembly.<br />
Paint atomizers<br />
Paint atomizers ensure that paint is applied<br />
in an even spray stream. High-rotation<br />
atomizers reduce the paint to a fine spray<br />
mechanically and generate a bell-shaped<br />
spray stream. Air atomizers generate an ovalshaped<br />
spray stream. Electrostatic attraction<br />
is used to ensure a high degree of application<br />
efficiency (paint utilization).<br />
Piezo technology<br />
A new fuel injection technology for diesel<br />
engines. Instead of the conventional solenoid<br />
valves, piezo actuators are used to open and<br />
close the fuel injection nozzles. The piezo<br />
actuator consists of several crystal layers that<br />
expand when voltage is applied and thus<br />
close the valve opening.<br />
Platform strategy<br />
A modular approach using base products that<br />
make it possible to cost-effectively create different<br />
product variations and series.<br />
S<br />
T<br />
W<br />
Powder painting<br />
Instead of wet paint, this process applies<br />
paint powder using spray guns or high-rotation<br />
atomizers. The paint is then baked on<br />
(i.e. melted and cross-linked) in an oven. The<br />
advantages of powder painting are a solventfree<br />
process and lower energy consumption.<br />
In addition, it is possible to achieve almost<br />
100% utilization of powder paint.<br />
Supervisory control systems<br />
Centralized computer system for controlling<br />
and supervising control of a complete production<br />
plant.<br />
System integration<br />
On behalf of a customer, a system integrator<br />
combines multiple products, which may<br />
come from various manufacturers, into a<br />
turnkey complete system.<br />
<strong>Systems</strong> business<br />
Realization of complete lines that comprise<br />
multiple individual products or equipment.<br />
Examples include paint shops and final<br />
assembly lines. <strong>Systems</strong> business (complete<br />
plant or line business) is characterized by<br />
high order values and handling times that<br />
sometimes extend over several years.<br />
Test systems<br />
<strong>Dürr</strong> supplies testing systems for two stages<br />
in the automobile value chain:<br />
Vehicle development: functions and<br />
features of future car models and components<br />
are tested, for example fuel<br />
consumption, exhaust emission, wind<br />
resistance, and braking effectiveness.<br />
Prototypes are usually used for the tests.<br />
End of line: functions of fully assembled<br />
vehicles are tested, for example headlights<br />
and ABS.<br />
Weld seam sealing/seam sealing<br />
A vehicle body consists of various parts that<br />
are welded together. The weld seams are<br />
sealed with PVC materials to prevent water<br />
from entering.
Financial calendar for 2005<br />
April 21, 2005 Financial press conference, Stuttgart<br />
April 21, 2005 DVFA conference, Frankfurt am Main<br />
May 12, 2005 Interim report on the first quarter of 2005<br />
June 22, 2005 Annual shareholders’ meeting, Stuttgart<br />
August 11, 2005 Interim report on the first half of 2005<br />
November 10, 2005 Interim report on the first nine months of 2005<br />
November 21– 23, 2005 German Equity Forum, Frankfurt am Main<br />
Contact<br />
Please contact us for<br />
further information:<br />
<strong>Dürr</strong> AG<br />
Corporate Communications &<br />
Investor Relations<br />
Otto-<strong>Dürr</strong>-Strasse 8<br />
70435 Stuttgart, Germany<br />
Phone: +49-711-136-17 85<br />
Fax: +49-711-136-10 34<br />
corpcom@durr.com<br />
www.durr.com<br />
Published by: <strong>Dürr</strong> AG, Otto-<strong>Dürr</strong>-Strasse 8, 70435 Stuttgart, Germany<br />
The English translation of our 2004 annual report is based on the German version. The German version shall prevail.<br />
Design: 3st kommunikation, Mainz, Germany Setting: Knecht, Ockenheim, Germany Printing: Societätsdruck, Walldorf,<br />
Germany Binding: Thalhofer, Schönaich, Germany “ethabind” jacket, patented
<strong>Technologies</strong> <strong>·</strong> <strong>Systems</strong> <strong>·</strong> <strong>Solutions</strong><br />
www.durr.com