Report of the Supervisory Board - tuv nord italia

ANNUAL REPORT
2004

Contents
Governing bodies 3
Report of the Supervisory Board 4
Report of the General Management 6
Mobility business unit 8
Systems business unit 10
Energy and Systems Engineering business unit 12
International business unit 14
Certification business unit 16
Training and Human Resources business unit 17
Traffic Psychology business unit 18
Management report and consolidated financial statements 2004 19
Combined management report of TÜV NORD Group and
TÜV NORD GmbH for the 2004 business year (condensed version) 20
Consolidated annual financial statements and annual financial statements
of TÜV NORD GmbH 27
Consolidated balance sheet of TÜV NORD GmbH as at 31 December 2004 28
Consolidated profit and loss account of TÜV NORD GmbH for the period
from 1 January to 31 December 2004 29
Changes in consolidated non-current assets of TÜV NORD GmbH
as at 31 December 2004 30
Combined notes to the financial statements of TÜV NORD Group and
TÜV NORD GmbH for the 2004 business year 32
Notes to the consolidated balance sheet and the consolidated profit and loss account 36
Annual financial statements 2004 of TÜV NORD GmbH 43
Balance sheet of TÜV NORD GmbH as at 31 December 2004 44
Profit and loss account of TÜV NORD GmbH
for the period from 1 January to 31 December 2004 45
Changes in non-current assets of TÜV NORD GmbH as at 31 December 2004 46
Notes to the balance sheet and profit and loss account of TÜV NORD GmbH 48
Auditors’ certificate 55
List of shareholdings of TÜV NORD GmbH as at 31 December 2004 56
Publisher’s details and acknowledgements 59
2

Governing bodies
Members of the Supervisory Board
Dr. rer. nat. Georg Schöning,
Rosengarten-Nenndorf
Chairman
RWE Dea AG, Hamburg
Dipl.-Phys. Hellmuth Mennekes*, Laatzen
1st Deputy Chairman
TÜV NORD EnSys Hannover GmbH & Co. KG,
Hanover
Prof. Dr.-Ing. Werner Hlubek, Essen
Deputy Chairman
RWTÜV e.V., Essen
Wolfgang Stricker*, Bad Berleburg
Deputy Chairman
RWTÜV Fahrzeug GmbH, Essen
Ulrich Beiderwieden*, Berlin
ver.di, Berlin
Dipl.-Ing. Gerd Beyer*, Hanover
TÜV NORD STRASSENVERKEHR
GmbH & Co. KG, Hanover
Dr. jur. Jürgen Brüggemann, solicitor
Kleinmachnow
Prof. Dr.-Ing. Hans-J. Ebeling, Peine
Stadtwerke Hannover AG, Hanover
Dr. rer. nat. Hans-Ulrich Fabian, Gehrden
Dr. Rolf B. Francke, Hamburg
INTRACO Gesellschaft für Anlagenbau und
Handel GmbH, Hamburg
Dipl.-Ing. Helmut Helmers*, Hanover
TÜV NORD EnSys Hannover GmbH & Co. KG,
Hanover
Hartmut Limbeck*, Wittmund
ver.di, Düsseldorf
Regina Sparfeld-Möbus*, Schwerte
ver.di, Hagen
Prof. em. Dr.-Ing. habil. Friedhelm Noack,
Ilmenau
Dipl.-Ing. Gerd Pflugstaedt*, Essen
RWTÜV e.V., Essen
Egbert Pottgiesser, solicitor, Essen
RWE Systems AG, Dortmund
Michael Schnoor*, Hamburg
TÜV NORD GmbH, Hamburg
Dipl.-Ing. Olaf-Tobias Strachotta*, Bremen
TÜV NORD GmbH, Hanover
Dipl.-Ing. Lothar Velde, Gerlebogk
VKK Standardkessel Köthen GmbH, Köthen
Dr.-Ing. Wilhelm Wick, Essen
RWTÜV AG, Essen
*Employees’ representatives
Members of the General
Management
Dr. rer. nat. Klaus-Dieter Röker, Garbsen
Chairman
Dipl.-Ing. Volker Drube, Brunswick
Mobility North business unit
Dr. rer. nat. Klaus Kleinherbers, Buxtehude
Systems business unit
Dipl.-Ing. Volker Klosowski, Bochum
Certification/International business unit
Dr. rer. pol. Elmar Legge, Schermbeck
Finance and Legal Affairs business unit
Klaus Orth, Hattingen
Labour director
Training and Human Resources business unit
Dr.-Ing. Guido Rettig, Neu Lüblow
Energy and Systems Engineering business unit
Dipl.-Kfm. Holger Sievers, Uetze
Controlling and Administration business unit
Prof. Dr.-Ing. Claus Wolff, Schermbeck
Mobility West business unit
(until 31.12.2004)
3

Report of the
Supervisory Board
The 2004 business year was TÜV NORD
GmbH’s first business year. It was dominated
by the bringing together of the operational
activities of the technical inspection agencies
constituting the former TÜV NORD GROUP –
TÜV Nord e.V. and TÜV Hannover/Sachsen-
Anhalt e.V. - with the classic TÜV activities of
RWTÜV AG. This merger was effected on
1 September 2004, and has retrospective
commercial effect as from 1 January 2004.
The changes relating to the merger were
entered in the Commercial Register on
4 October 2004.
4
Key figures of TÜV NORD Group as
The holding company, TÜV NORD GmbH,
will keep this legal form only for a transitional
period: it is intended to convert the GmbH
(private limited company) into an Aktiengesellschaft
(PLC). Wherever possible TÜV
NORD GmbH is already adopting a corporate
structure and co-determination procedures
in line with those prescribed for its future legal
form.
at 31 December 2004 € million
Sales revenues 600.7
EBDIT (before non-operating items) 47.2
EBT 17.3
EAT 3.7
Total assets 814.2
Shareholders’ equity 135.1
Net financial position 70.4
Pension provisions 508.3
Coverage of pension provisions by reinsurance (%) 95.7
Employees (TÜV NORD Group including GPSG technical experts 7,025

The Supervisory Board of TÜV NORD GmbH
held its constituent meeting on 2 July 2004,
and adopted standing orders for its procedures.
Dr. Georg Schöning was elected Chairman
of the Supervisory Board, with Professor
Werner Hlubek, Hellmuth Mennekes and Wolfgang
Stricker as his deputies. The Chairman
of the Finance Committee is Dr. Wilhelm Wick.
The constituent meeting also confirmed the
General Management in office: Dr. Klaus-Dieter
Röker was appointed Chairman of the General
Management.
The Supervisory Board monitored the activities
of the General Management and advised it
during the period under review. In 2004, in
addition to the constituent meeting, it held a
regular meeting on 9 December 2004, at which
the development of business and in particular
the status of the TÜV NORD Group merger
were discussed. This meeting of the Supervisory
Board had been preceded by a meeting
of the Finance Committee on 24 November
2004. In addition, the Chairman of the Supervisory
Board was in constant contact with the
Chairman of the General Management, and
was kept informed of all important business
transactions and of general business developments.
The financial statements of TÜV NORD GmbH
and the consolidated financial statements as
at 31 December 2004 and the combined management
report for TÜV NORD GmbH and the
Group as presented by the General Management
were audited by the auditors appointed
by the Shareholders’ Meeting, ESC Wirtschaftsprüfung
GmbH of Hamburg. The auditors
gave the financial statements their unqualified
certificate.
The documents relating to the management
report and financial statements and to the
audit reports were discussed with the General
Management and the auditors at a meeting of
the Finance Committee on 10 May 2005. In
addition, they were discussed in detail at the
meeting of the Supervisory Board on 25 May
2005. The necessary documents had been
distributed in good time before this meeting,
so that there was sufficient opportunity to
examine them. The auditors were present
during the discussions of the annual and
consolidated financial statements. They reported
on the essential results of the audit
and were also available to give additional information
to the Supervisory Board.
On the basis of its own examination of the
annual and consolidated financial statements,
the combined management report and the
proposal for the appropriation of earnings, and
on the basis of the report and recommendation
of the Finance Committee, the Supervisory
Board accepted the auditors’ findings and the
results of the audit. No objections were raised.
The Supervisory Board approved the annual
and consolidated financial statements, which
are thereby adopted. The Supervisory Board
agreed to the General Management’s proposal
for the appropriation of earnings.
After many years of meritorious service at
RWTÜV and subsequently at TÜV NORD
Group, Professor Claus Wolff retired from the
General Management of TÜV NORD GmbH for
reasons of age as at 31 December 2004. The
Supervisory Board thanks Professor Wolff for
his successful work.
The Supervisory Board thanks the General
Management, the managements of the business
units and subsidiaries, all staff and the
employees’ representatives for their committed
and successful activities during the year under
review.
Hanover, May 2005
For the Supervisory Board
Dr. Georg Schöning
Chairman
5

Report of the General
Management
The new TÜV NORD Group had a successful
first business year. The bringing together of
the technical inspection agency activities
of TÜV Hannover/Sachsen-Anhalt e.V., TÜV
NORD e.V. and RWTÜV e.V. was effected at
the end of August 2004, and has retrospective
commercial effect as from 1 January 2004.
The new TÜV NORD Group started operating
without any delays resulting from the merger,
and has positioned itself among the leading
international providers of technical inspection
services.
Before the merger was effected, a new agreement
on wages and conditions was entered
into in order to create the conditions in the
area of human resources that were necessary
before the merger and restructuring could take
place. This agreement affords the staff security
The first meeting of the new Group management.
6
of employment and guarantees that acquired
pension and benefit rights will be maintained.
The restructuring of the Group will probably
be very largely completed towards the end
of 2005.
The economic fundamentals during the 2004
business year continued to be favourable
in other countries, but remained difficult in
Germany. Against this background, we regard
the consolidated sales revenues of €600.7
million and the results (EBT: €17.3 million;
EAT: €3.7 million) achieved in the merger year
as being satisfactory.
In the course of our reorganisation we have
divided our operations up into business units,
responsibility for each of which is assigned to
one member of the General Management.

The Mobility business unit felt the repercussions
of Germany’s difficult economic situation
in 2004, but despite the fact that its revenues
remained flat overall it managed to earn a small
profit. New products such as the Confidence
Check, an appraisal of the condition of a
pre-owned car for the potential purchaser,
have evoked a very positive response among
the public. The business unit will continue its
policy of constantly developing new products
and services. The Institute of Vehicle Technology
and Mobility enjoys an international reputation
as a competence centre, and further
strengthened its position as a partner in research
and development tasks, both for
the automotive industry and for public-sector
institutions, during the past year.
The Systems business unit was able to achieve
a satisfactory result in 2004, thereby making a
substantial contribution to the Group’s overall
result. On 1 January 2006 the first stage of the
reform of the law relating to plant subject to
mandatory surveillance comes into force, so
that for the first time real competition between
licensed inspection organisations will become
a reality in relation to new plant. The business
unit has adapted itself to this new situation.
Those areas of business in which we make our
technical expertise available to our customers
continue to gain in importance, with our concept
of industrial consultancy in particular
proving very successful. The field of environmental
protection remains a difficult one. Our
subsidiary TÜV NORD Umweltschutz GmbH &
Co. KG has had to undertake a turnaround
programme, to which its staff have made a vital
contribution; this is showing its first positive
results.
The Certification/International business unit
achieved its operational objectives. TÜV NORD
Group currently earns around 10.8% of its total
revenues abroad, about half of this amount
through national companies in more than 30
countries, with the number steadily increasing.
We expect substantial rates of growth in our
foreign business in the future too. An increasingly
important area is that of making the competence
that exists in our German organisation
available through our foreign network. Projects
that have attracted international attention are
helping us to expand our customer base. Our
Greek company, TÜV Hellas, for example,
played a leading role in the surveillance of
building and assembly work for the Olympic
Games in Athens. Our TÜViT company, which
may be considered to be a leading player in
the field of consultancy and the testing of IT
security systems and products, has not
yet succeeded in meeting our commercial
expectations, and reported a loss for 2004.
The Energy and Systems Engineering business
unit continues to have a very high utilisation of
capacity. One particular focus of its activity is
the disposal of nuclear waste. Our nuclear
safety know-how is also in increasing demand
abroad. The subsidiary companies in their turn
have made a substantial contribution to the
overall performance of TÜV NORD Group.
The substantial cuts in the provision of training
measures by the national employment agency
are having a severe impact on the performance
of the Training and Human Resources business
unit. As a result, this unit showed a substantial
loss in 2004. The RWTÜV Academy in particular
has been heavily affected by this shift in the
market. We hope that the situation in this area
of business will become clear enough again in
the foreseeable future for us to be able to take
measures aimed at stabilising the operating
companies.
Although it has been possible to achieve substantial
improvements in the Traffic Psychology
business unit over the last few years, the unit
did not succeed in breaking even in 2004. This
is due to the fact that the result is burdened by
the one-off expenses associated with setting
up new offices.
Even though some companies still show room
for improvement, TÜV NORD Group as a whole
is on a solid foundation and is well equipped to
face a future characterised by increasing competition.
We are well on the way to permanently securing
and further enhancing TÜV NORD’s
position among the leading international providers
of technical inspection services.
The most important contribution to the
success of our business is made by our staff
with their competence and commitment. Our
very special thanks are due to them, and also
to our customers.
The General Management
7

Mobility
Enjoying mobility safely
Customers at the TÜV-STATIONS are thrilled
by TÜV NORD’s mobility products. This is
clearly revealed by the results of our annual
customer satisfaction survey. TÜV NORD’s
Mobility unit is meeting customers’ needs
with many new services and mobility articles,
and ensuring that they are able to enjoy
their individual mobility safely.
“Child Safety Check” for greater
safety in cars.
In 2004, total revenues of €253.7 million
were earned by the Mobility business unit.
Once again, the core business was the
provision of official inspection and testing
services. More than 90% of our sales
revenues were accounted for by almost
3.2 million general vehicle inspections, more
than 800,000 exhaust emission tests, over
500,000 technical reports on vehicles and
460,000 driving tests. Despite the difficult
economic situation, we were able to hold
the volume of these official inspection and
testing services at the previous year’s level.
This year once again, the findings of our
general vehicle inspections have been summarised
in TÜV AUTO Report, the most
widely circulating publication in Germany
giving advice on pre-owned cars.
With our network of 210 TÜV-STATIONS providing
full geographical coverage in seven states
of Germany, we have succeeded in further
enhancing our level of customer service.
More and more customers are taking advantage
of our TÜV NORD Appointment Service.
In addition to those customers who made reservations
by telephone, many others booked
8
their appointments directly online through
the TÜV NORD Online Appointment Service,
which is convenient, easy to use and
available all round the clock.
In conjunction with our immediate service
guarantee to customers who have made
appointments, this ensures enhanced
customer satisfaction. The majority of TÜV-
STATIONS can now be reached through our
service units in the telephone centres.
A series of TÜV NORD “professional tips”
have enabled customers to experience us as
partners and advisers in many mobility issues.
Whether it is the adjustment of seats and
headrests, the securing of luggage in and on
the vehicle or the checking of the oil level, we
have been pleased to offer friendly expert
advice even in the simplest areas of service.
Offering expanded
We have been resolute in our efforts to follow
up changes in market requirements, developing
user-orientated products at short notice.
The TÜV NORD Child Safety Check has
enabled us to reassure many parents that
their cars’ electric windows and sliding roofs
do not represent dangers to their children.
It is not only our private customers who have
experienced the great variety of solutions to
mobility problems offered by the new TÜV
NORD; our business customers too have
been able to take advantage of many
different services. Just a few examples: in
connection with the introduction of a new
generation of fuels at Aral filling stations in the
summer of 2004, we carried out comprehensive
preliminary investigations relating to
restrictions on pollutants, the efficient use of
fuel, carbon dioxide emissions and deposits

in engines. Exhaustive series of tests enabled
us to present reproducible results
showing the degree of additional performance
offered by the new fuel as against the
qualities generally available on the market.
In the Vehicle Systems and Traffic Management
Technology department, which includes
our testing laboratory, there was growth both
in the number homologations and in the
services offered on the open market. Tailormade
concepts in the field of series production
monitoring and in our consultancy
services during development provide substantial
added value for our customers.
Leaders in networked communication
Particularly notable are our activities in the
field of electronic systems. Their enhanced
functionality, networking and distribution of
functions represent great challenges to the
development departments of vehicle manufacturers
and their suppliers. Accompanying
the development process step by step –
from the initial design phase to serial production
– we evaluated numerous electronic systems
in cars, mobile cranes and equipment,
and vehicles adapted for disabled drivers.
TÜV NORD F@hrschulService – the Online
Driving School Service – has set new standards
in the driving school sector in Germany
with its networked communication and data
exchange between driving schools and the
driving test unit. In the first year after its introduction,
almost 1,000 driving schools
made use of this internet-based portal to
pass on to us the data that is required for
their pupils’ driving tests and to arrange
appointments simply, at short notice and all
round the clock. This greatly simplifies
administrative procedures and substantially
reduces costs for the driving schools.
TÜV NORD Pre-Owned Car Management’s
services for car dealers and workshops have
been expanded. These consist of a variety of
car evaluation services tailor-made to meet
customers’ varying needs. Our service
enables us to offer higher levels of security
and economy in the handling of pre-owned
vehicles. Our vehicle condition appraisals
provide car dealers and workshops with a
sound basis for advising and providing
service for their customers.
Outlook
In order to be able to do justice to the demands
of the markets of the future, we are
investing intensively in the initial and further
training of our staff and keeping our markets
and our customers’ requirements under
observation. In addition to the prescribed five
days of in-service training for technical staff,
our further training concept also includes the
continuous further development of social
competence. More than ever today, we can
only provide our customers with tangible
benefits if we can succeed in putting over our
technical and professional knowledge in an
easily understandable way.
Advice in partnership for safe mobility.
9

Systems
Targeting success
The year 2004 demonstrated impressively
that the reorganisation of our Plant Techno-
logy Division is now complete and that the
expected successes are being achieved
one after another. Overall revenues of the
Systems business unit are up on the
previous year at €164.7 million. We shall
exploit the opportunities offered by the
forthcoming deregulation and provide our
customers throughout the country with the
level of service they require.
Advice on CO2 emissions trading
enhances economy.
10
Our portfolio of services, comprising the
“classic” official and free-market testing,
inspection and appraisal activities of TÜV
NORD Plant Technology and the consultancy
and engineering services of TÜV NORD
Industrial Consultancy throughout the whole
life cycle of technical plant, enjoys a high
degree of acceptance among our customers.
We have made the necessary applications
to the Central Unit for Safety and Security
Technology in order to be able to provide
comprehensive coverage as a “licensed
inspection body” (“ZÜS”) throughout the
country.
Current issues
Issues such as CO2 emissions trading and
the Plant Safety Ordinance are highly topical.
Businesses are under great pressure to fulfil
the statutory requirements by the prescribed
dates. Our customised services and the
availability of the necessary human resources
have enabled our customers to implement
the required measures on time.
But our services to enhance the economic
operation of companies, e.g. by optimising
the maintenance of older plant, have also
caught the attention of our customers. As
a result, we have received an increasing
number of commissions from industry to
perform “risk-based inspection” (RBI). One
important objective of the RBI philosophy
is to modify the content and methods of
testing in order to shorten downtimes and
so cut the costs of scheduled outages while
still maintaining the necessary safety level.

These consultancy services, which ultimately
serve to extend the service life of steam
boilers and pressure equipment, are increasingly
also being called upon for conveyor
equipment such as lifts. Our “Lift Check”
provides lift operators with an objective
appraisal of the current state of their plant.
The Lift Check helps them to invest only as
much money in repair, rebuilding or modernisation
measures as is absolutely necessary,
and thereby to make costs predictable.
Our customers
Customer-orientation in our work means
not only being close to our customers geographically,
but also providing them with
service products tailor-made to meet the
needs of their respective industries. The
multiple sales channel approach adopted
by our regional and sector-based sales
organisations has proved its effectiveness.
Just as our industrial customers make use
of an energy mix, so we too have built up
expertise that cuts across business units in
the “energy sectors” of oil, gas, coal and
alternative forms of energy such as biomass,
wind energy and hydrogen. As from 2005
we will also be concentrating even harder on
the special needs of our customers in the
chemical industry and in selected service
sectors.
Outlook
Our overriding objective will be to accelerate
the process of growing together in the business
fields of plant and building technology.
Joint customer acquisition and development
schemes and a project to create uniform
Assessment of the condition
of lift installations.
organisational structures in the various
legal entities existing within the Group have
already been initiated. This process has
confirmed the view that the two partners
have congruent business philosophies; so
that by 1 January 2006 at the latest, the
RWTÜV Systems and TÜV NORD Plant
Technology businesses will have been
brought together into a single company,
TÜV NORD Systems GmbH & Co. KG.
The Plant Safety Ordinance will continue to
be high on our customers’ agendas, since
their explosion protection documentation
has to be submitted by 31 December 2005.
CO2 emissions trading is also a subject that
remains topical. If the main concern in 2004
was the allocation of emission licenses, now
the emission reports have to be drawn up
and CO2 monitoring systems installed. The
deadline for submitting certified emission
reports is 28 February 2006. TÜV NORD
Group offers comprehensive services in both
of these fields, all from the same address.
11

Energy and Systems Engineering
Safety through competence
In the middle of 2004 the two fields of
energy and systems engineering were spun
off from TÜV Hannover/Sachsen-Anhalt e.V.
and TÜV NORD e.V. Since then, TÜV NORD
EnSys Hannover GmbH & Co. KG and TÜV
NORD SysTec GmbH & Co. KG have been
TÜV NORD Group’s two providers of expert
services in the field of nuclear engineering,
with separate market presences and reve-
nues of €29.6 million and €39.9 million
respectively. The operations and staff of the
nuclear engineering section of RWTÜV
Systems GmbH were integrated into TÜV
NORD EnSys Hannover as of 1 November
2004, becoming that company’s Essen
office.
In addition to the nuclear engineering
activities, the companies have also taken
over all their predecessors’ non-nuclear
Fuel assembly manufacturing plant in Lingen.
12
responsibilities such as activities pursuant to
the X-Ray Ordinance, scrutiny of designs
and non-destructive testing of conventional
plant and all activities previously performed
by TÜV NORD Industrial Consultancy.
Optimisation of the Lingen fuel
assembly manufacturing plant
In the summer of 2002, Advanced Nuclear
Fuels GmbH (ANF), as the operator of the
fuel assembly manufacturing plant in Lingen,
submitted an application under Section 7
of the Atomic Power Act to expand and
optimise the plant. The quantities and enrichment
levels of the nuclear fuel (uranium
dioxide) vary widely, depending on the design
of the fuel elements to be manufactured; and
in order to be able to manage these aspects
with greater safety and with reduced handling
and analytical requirements right from
the powder manufacturing stage, the dry
conversion plant, after more than 10 years of
reliable operation, is to be expanded by the
addition of a third evaporation autoclave, a
third reaction vessel and a second rotary
tube furnace. These additions are intended
to improve the plant’s availability and to optimise
the quality assurance of the product.
In addition to adding to the conversion
plant, a variety of optimisation measures
are planned, including the building of an
extension for an automated pellet store
and the handling of UO2 pellets containing
absorber, a reorganisation of pellet handling,
the establishment of an area for the handling
and storage of pellets containing absorber
and the creation of an area for the

inspection and servicing of transportation
vessels for UF6 and UF2 powder and
pellets.
In view of the extremely complicated procedures
to be carried out, the technical appraisal
was carried out with the participation
of a number of departments of TÜV NORD
EnSys Hannover, and successfully completed
with the submission of the appraisal to
the Lower Saxony State Environment
Ministry. The appraisal focused on assessing
the criticality safety and examining the design
and layout of various process installations
forming part of the nuclear protection
system.
The main focus of TÜV NORD SysTec’s
work in 2004 was again that of providing
expert opinions for the licensing and supervisory
procedures of the atomic energy
regulatory authorities in the states of Schleswig-Holstein,
Mecklenburg-Western Pomerania,
Berlin, Lower Saxony and Hesse. The
almost simultaneous processing of notifiable
events from a number of plants in our area
of surveillance, most of which also occurred
in combination with scheduled refuelling
activities, made heavy demands on the
available resources.
Short circuit in 10 kV cable: power
station shut down for two months
One example of this was the short circuit
that occurred in a cable of a nuclear power
station’s 10 kV station service system. Due
to the scope of the measures resulting from
this event, which included the replacement
of substantial lengths of 10 kV cable of the
type affected, this led to an unscheduled
outage of about two months for the power
station concerned.
Staff from various departments of our
company (electrical engineering, process
engineering, materials technology) were
involved from an early stage, in close
Structure of the three-core 10 kV cable.
collaboration with the responsible regulatory
authority, in recording the findings, investigating
the cause of the event and evaluating
and implementing the measures necessary
to remedy the defect.
The experience gained from this event will
be taken into account in the ageing management
procedures of all nuclear power plants
in Germany.
After the positive conclusion of our investigations,
the responsible regulatory authority
approved the resumption of power operation.
Outlook
Our objective is to continue to strengthen
the position of both companies as leading
all-round providers of expert services in
nuclear engineering on the German market.
We will increase our involvement in foreign
markets such as Sweden, South Africa and
Brazil. In addition, we will also continue to
focus our competences on the requirements
of TÜV NORD Industrial Consultancy.
13
PVC
fabric with
thermoplastic
polyurethane
butyl rubber
copper sheeting
modified PVC
PVC
modified PE

International
Better. Closer. More.
In the field of foreign activities, TÜV NORD
GmbH focused determinedly on enhancing
customer satisfaction in its international
business during the 2004 business year.
The portfolio of services was substantially
expanded, and the international market
presence extended to more than 70
countries.
As a result of these efforts, total sales
revenues of €65.0 million were achieved.
14
TÜV NORD Group operates
in more than 70 countries.
The strategic objective is to provide expert
services to our customers quickly and
effectively with highly qualified staff directly
on the spot at all the focal points of the
international business world.
The uniform quality policy of TÜV NORD
Group plays a particular role in this. The
aim is to ensure the existing high level of
quality throughout the world, and to further
enhance it.
Through the merger, TÜV NORD Group has
also been strengthened in its structures for
identifying technological and sectoral trends

throughout the world and developing new
services for both existing and new business
contacts.
Broad range of customers
Our clients come from the aerospace and
automotive sectors, from light and heavy industry,
from the food industry, the insurance
and financial sectors, the health care area
and many other service industries. We are
assisting the new EU member states with
the establishment of their national standards,
for example in fields such as precautions
against operational faults and incidents or
the safety of pressure equipment.
Taking into account these changed conditions,
our various companies provide their
local customers with high levels of flexibility,
partnership and expertise. The main focuses
of our activities are on inspecting industrial
plant and certifying management systems
and products.
Penetrating new markets with
tailor-made solutions
Whether it is in San Francisco or Singapore,
in Sao Paulo or Seoul, TÜV NORD Group
is helping its customers to penetrate new
markets with its tailor-made solutions.
In response to the high degree of acceptance
shown by its customers, TÜV NORD Group
will fill out and further develop its range
of services and expand the world-wide
activities of its companies.
Time is money
Major projects can be completed faster and
products brought to market more rapidly
with assistance from TÜV NORD Group.
TÜV NORD certificates testify to the quality
and reliability of companies’ products –
advantages that are essential if profits are to
be increased and safeguarded in today’s
international competition.
Outlook
In the current year, the main focuses of
activity are on strengthening business in
Asia, Eastern Europe and Latin America,
and on expanding the service portfolio
throughout the world.
Organic growth and carefully targeted
acquisitions are expected to lead to a further
increase in sales revenues in 2005.
TÜV Hellas was responsible for the surveillance
of building and assembly work at sports
facilities for the Athens Olympic Games.
15

Certification
Fit for all markets
The Certification business unit again
produced a good performance in 2004.
With sales revenues of €27 million (Germany
only), system and product certification
established themselves as important and
attractive items in TÜV NORD Group’s
service portfolio. A major factor in the
dynamic growth of this area of operations
is the increasing international demand for
certification services.
TÜV NORD was represented for the first
time at the “Aerospace Testing Expo” trade
fair in Hamburg.
New products and services continue to make
the field an attractive and forward-looking
one for our customers.
In the countries of the European Union, emissions
trading was introduced in 2004. The
Federal Minister of the Environment, Jürgen
Trittin, described emissions trading as a “trailblazing
instrument to reduce greenhouse gas
emissions”. Plant operators have been able
to apply for emissions certificates since August
2004. TÜV NORD Group, as a licensed
testing organisation, has inspected around
350 plants and verified their CO2 volumes for
the purposes of national emissions trading.
In international emissions trading the first JI
project in the country was successfully completed.
TÜV NORD Group acquired further
important accreditations in 2004: under
EN/AS 9100 and EN/AS 9120 (requirements
for QM systems in the aerospace industry)
and under BS 7799 (information security).
This means that TÜV NORD Group is one of
the few organisations permitted to issue
16
certificates in this segment of the economy.
The testing unit for equipment for use in
potentially explosive atmospheres has also
further increased its involvement in international
certification. In addition to certificates
under European Directive 94/9/EC, there is
now also an increasing demand for IECbased
certificates with international recognition.
Facilities for these tests and certifications
have been expanded step by step: in
addition for two devices for use in combustible
gases and dusts, a test rig has now been
specially set up for the testing and certification
of apparatus of the ignition protection
type “pressure-resistant encapsulation”. This
test rig makes it possible to simulate an
explosion inside a pressure-resistant capsule
in a defined explosive environment.
For some 2 years now, TÜV NORD Group
has been undertaking inspections of children’s
playgrounds and playground equipment
all over Germany. In this connection, a
project has also been started in collaboration
with the Association for the Protection of
Children in which playgrounds are tested in
accordance with a catalogue of requirements
established jointly with this organisation.
Outlook
For the coming year, it is planned to expand
activities in the field of apparatus safety. International
accreditation to the CB scheme for
electrical and electronic products offers our
customers the advantage that in some 43
CB member states they can use the national
product safety symbol on tested products
which possess a CB test report and certificate
without the products having to be
subjected to any further testing.

Training and Human Resources
Accepting challenges –
shaping the future
For the Training and Human Resources unit
too, the chief feature of the 2004 business
year was the successful merger. The transi
tional agreement on wages and conditions
agreed with the “ver.di” trade union and the
agreed paper setting out the main features
of a new wage agreement together settle
all the staffing issues arising out of the
necessary changes and transfers within the
business, while providing a high level of
protection for the employees concerned.
The existing agreements on wages and
conditions remain in force for those staff with
vested rights under them; redundancies are
excluded. These arrangements make the
new agreement an exemplary one offering a
sound basis for a successful merger.
In 2005 one essential feature of the transitional
agreement has to be put into effect in
the arrangements for incorporating the
RWTÜV wages agreement into the general
system applying to technical inspection
agencies. The bringing together of the two
groups RWTÜV and TÜV NORD to form
the new TÜV NORD Group makes heavy
demands on integration management, the
future pattern of human resources and
organisation and in particular the qualification
of our staff. The first steps towards integration
were successful; every employee
received a “starter pack” with useful content
for making a good start into the merger. Also
very successful was the “get to know each
other party” in Hannover on 18 September
2004, to which all employees were invited.
Knowledge gives security
The “Hartz Reform” had a clear impact upon
the business of our Academies in 2004.
Sales revenues of €22.6 million were not
enough to fulfil the budget.
By a wide-ranging adaptation of the courses
targeted at unemployed skilled workers
and managers to the new conditions, and
by focusing on core issues such as training
SAP advisers running sophisticated IT
courses and winning new groups of customers,
TÜV NORD Group’s Academies
have repositioned themselves for 2005.
Furthermore, the merger has created a
strategic alliance for our Academies which
is determinedly pursuing the expansion of
the range of seminars we offer.
Training as an engine of economic success.
17

Traffic Psychology
People in mind
In the perception of the public and of drivers,
traffic psychology and traffic medicine are
often associated only with tests and with
diagnostic tasks.
In fact, however, since the turn of the millennium
there has been a transformation in the
way this area of activity understands its role.
Whereas previously, the Medical and Psychological
Examination still represented the unit’s
core business as the classic field of activity of
the Medical and Psychological Institute, an
increasing proportion of customer contacts is
now represented by consultancy clients, drivers’
seminars and coaching measures. The
Nord-Kurs company, which was originally set
up to offer courses and seminars required
under traffic law, has increasingly been opening
up new fields of work for itself and winning
new customer groups, including ones
not related to road traffic. At the same time,
the Medical and Psychological Institute,
which runs the officially recognised Appraisal
Units where people are assessed for their fitness
to drive, has strengthened its presence
by opening new Appraisal Units for this purpose.
Medical and Psychological Institute
People who “test” and analyse other people
must be able not only to analyse them, but
also to understand them mentally and emotionally.
Fair appraisal, open communication
and transparency transparency in the investigation
procedures are important quality
A laboratory check helps to give guidance.
18
features, not only for the customers who require
the appraisals but also for decision-makers
in the authorities. Four new units have
been established at easily accessible
locations in four major cities, in the west, east
and south of the country.
Nord-Kurs GmbH & Co. KG
In the fifth year since the establishment of
Nord-Kurs, the “avanti” programme to promote
drivers’ aptitude is continuing to be
successful. Courses and individual measures
as a way of solving driving licence problems
are just as much in demand as advisory
sessions such as those conducted before a
medical and psychological examination.
“avanti” helps banned drivers to recover their
licences three or more months earlier. New
advice centres have been set up in Berlin,
Cologne, Frankfurt and Stuttgart.
The psychological analysis of possible problem
areas at the interfaces between human
beings, technology and organisation are
undertaken not only after the event, but
also prophylactically. Safety systems are
appraised in the energy industry and in
manufacturing. Framework agreements have
been concluded with two big industrial
accident insurance funds that are active
throughout the country, with the objective of
giving traumatised people psychological
support immediately after they have been involved
in an accident or have been attacked.
These are intended to counter the negative
consequences in terms of the victims’
personal wellbeing and their ability to cope
with their work.

Management Report and
Consolidated Financial Statements 2004
of TÜV NORD GmbH
19

Combined Management Report
of TÜV NORD Group and TÜV NORD GmbH
for the 2004 business year (condensed version)*
General development
The new TÜV NORD Group had a successful
first business year. The bringing together
of the technical inspection agency activities
of TÜV Hannover/Sachsen-Anhalt e.V., TÜV
NORD e.V. and RWTÜV e.V. was effected at
the end of August 2004, and has retrospective
commercial effect as from 1 January
2004. The new TÜV NORD Group started
operating without any delays resulting from
the merger, and has positioned itself among
the leading international providers of technical
inspection services.
TÜV NORD Group, with TÜV NORD GmbH
as its management company, embraces
a total of 49 fully consolidated companies
in 18 countries, and also 6 associated companies,
42 non-consolidated affiliates (including
20 administrative companies), and
stakes in 13 other companies. In the first
business year after they came together,
Group sales revenues of €600.7 million and
Group earnings before tax (EBT) of €17.3
million were achieved.
*The complete annual financial statements and consolidated
financial statements as at 31.12.2004 and the full-length
combined management report are open to inspection at the
Local Court at which the Company is registered, pursuant to
Art. 325 ff HGB (German Commercial Code).
20
Sales revenues
by business unit
The Group has divided its operations up into
7 business units. In the first business year,
the following sales revenues were achieved
(as this is the initial consolidation, there are
no comparative figures for the previous year):
€ million
Mobility 253.7
Systems 164.7
Energy and Systems Engineering 70.5
International 45.7
Certification 29.3
Training and Human Resources 22.6
Traffic Psychology 14.2
The Mobility business unit covers the entire
range of the vehicle inspection and testing
business. Due to the difficult economic
situation and the intense pressure of competition,
it was not quite able to achieve its
sales targets. The business unit’s revenues
remained flat at €253.7 million.
The biggest company in this business unit,
TÜV NORD Strassenverkehr GmbH & Co.
KG, increased its revenues by €1.4 million
in 2004 as compared with the previous
year. Although the number of general
vehicle inspections carried out was slightly
down on the previous year, this was offset
by increases in technical reports on vehicles
pursuant to Sec. 21 of the Road Traffic Ordinance
(StVO), driving tests and sales of new

products and services. The price cuts for
exhaust emission tests, which were implemented
at the beginning of 2004 in
response to the competitive situation, had
a substantially negative effect on sales
revenues.
The sales revenues of RWTÜV Fahrzeug
GmbH (excluding MPI) were slightly down
on the previous year’s level at €71.8 million.
Whereas there was a fall in business volumes
out in the field, the Institute of Vehicle Technology
in its role as a competence centre
was able to further enhance its position as a
partner in research and development tasks,
both for public-sector institutions and for the
automotive industry. The TÜV-STATIONS
above all were subjected to severe competition
as a result of a number of other workshops
reducing their prices; the number of
general inspections carried out was down on
the previous year’s figure.
As a result of the restructuring of TÜV NORD
Group, the Systems business unit is now
responsible primarily for the classic official
and free-market testing and technical appraisal
activities, as well as for consultancy
services throughout the life cycle of technical
plant. During the business year under review,
sales revenues of €164.7 million were generated.
Particularly encouraging were the
development of sales in free-market areas
and the shift towards new sectors such as
health care and foodstuffs. In the area of
services performed on behalf of the state, on
the other hand, lower utilisation of capacity
led to a fall in revenues. On 1 January 2006
the first stage of the reform of the law relating
to plant subject to mandatory surveillance
comes into force, so that for the first
time real competition between licensed inspection
organisations will become a reality
in relation to new plant.
The Energy and Systems Engineering unit,
which brings together all the expert services
in the field of nuclear engineering, is also
involved in non-nuclear activities such as
those pursuant to the X-Ray Ordinance and
non-destructive testing. The Energy and
Systems Engineering unit had a successful
business year, achieving revenues of €70.5
million. In all the major fields there was a very
encouraging level of utilisation of capacity.
The services offered by the Training Centre
for Nuclear Engineering evoked a very
positive response from expert organisations
and public authorities. In the coming years
the business unit’s foreign operations are to
be increasingly expanded, for example in
Sweden, South Africa and Brazil.
Those of TÜV NORD Group’s operations
that are performed by foreign subsidiaries
are brought together in the International
business unit. This unit’s business developed
encouragingly in 2004, with sales revenues
amounting to €45.7 million. The portfolio of
services and the business unit’s presence on
international markets are to be rapidly further
expanded in future.
21

The Certification business unit brings together
all certification activities. During the
business year under review, revenues of
€29.3 million were achieved. Product and
system certifications have proved themselves
to be the most important earners. In
the coming year, it is planned to expand
activities in the field of product and appliance
safety.
The Training and Human Resources unit with
its Academies generated revenues of €22.6
million in 2004; this amount was however
under budget. One particular cause of this
was the impact of the implementation of the
so-.called “Hartz reforms” on the labour
market. In 2005 it is intended to target new
groups of customers through an expansion
of seminar business and a concentration of
activities.
The sales revenues of the Traffic Psychology
unit were lower than expected at €14.2
million. Against this background, the Medical
and Psychological Institute (MPI), which
runs the officially recognised Appraisal Units
where people are assessed for their fitness
to drive, is strengthening its presence by
building up new appraisal units outside the
home areas of the company’s parent
associations. In addition, new services are
to be offered with the aim of gaining new
customers outside the field of road traffic.
22
TÜV NORD Group’s domestic business
achieved sales revenues totalling €535.7
million (89.2%) in 2004; the share of
revenues earned abroad amounted to
€65.0 million (10.8%).
Earnings
The new TÜV NORD Group had a satisfactory
first business year. It succeeded in
generating earnings before tax (EBT) of
€17.3 million. Business development was
particularly encouraging in the Energy and
Systems Engineering, Systems and International
business units. Notable among the
downside factors were the costs arising out
of the need to harmonise accounting and
valuation procedures. In general, where the
predecessor businesses had chosen to
apply different accounting and valuation
procedures, the more conservative method
was selected.
Interest income and yields from securities
are included among the financial items,
which account for revenues of €1.2 million.
Group earnings amounted to €3.7 million
after the deduction of taxes on income
totalling €13.6 million.
Balance sheet structure
The TÜV NORD Group balance sheet shows
a sound structure. In general, TÜV NORD
Group adopts conservative accounting principles:
it has not, for example, capitalised
any goodwill, but has set it off against equity.
Total assets of TÜV NORD Group amounted
to €814.2 million as at 31.12.2004. The
non-current assets of our companies
amount to some €621.5 million, representing
around 76.3% of total assets, and
consist primarily of shares in guarantee

funds (€486.5 million) reinsuring the pension
provisions. The long-term coverage of
non-current assets by equity and provisions
amounts to 103.5%. Current assets, which
make up 23.4% of total assets, closed at
€190.4 million. Cash and cash equivalents
amounted to €67.7 million, representing
8.3% of total assets.
Shareholders’ equity in TÜV NORD Group
amounted to €135.1 million at year-end. This
represents an equity ratio of 16.6%. The
Group also has substantial hidden reserves,
mainly in property and trade investments.
Financial position
Cash and cash equivalents held in the
Group amounted to €67.7 million at the end
of the year. TÜV NORD Group’s net financial
position amounted to €70.4 million.
The Group’s pension provisions are reinsured
through the AHV (Alters- und Hinterbliebenen-Versorgungsstelle).
The reinsurance
ratio is 95.7%. The guarantee fund
at the insurers amounted to €486.5 million
as at year end. In the 2004 business year
€25.0 million was added to the fund for the
reinsurance of pension provisions.
Capital expenditure
Capital expenditure on intangible assets,
property, plant and equipment amounted to
€16.7 million. Of this total, €15.4 million
was invested in the German companies and
€1.3 million in the entities abroad. The
investment activities related for the most
part to the replacement or enlargement of
existing assets.
Employees
The average number of persons employed
by the Group during 2004 amounted to
6,261. Of these, 5,329 worked in Germany
and 932 abroad. At the end of 2004,
provisions for current and future pension
commitments amounted to €508.3 million.
Additions to the pension provisions in 2004
amounted to €20.7 million. Provisions for
pre-retirement part-time working schemes
amounted to €12.5 million at year-end.
Including the technical experts made
available by the parent associations, the
average number of people working for the
Group amounted to 6,894. If affiliated
companies not included in the scope of
consolidation are also included, the number
of employees abroad rises to over 1,060.
The initial and in-service training of our personnel
ensures a high level of qualification
and competence. Our employees are offered
a wide range of training opportunities, and
the take-up in 2004 was once again extensive.
The Training Centre for Nuclear Engineering
is particularly worthy of mention.
The General Management would like to
thank all executives and employees both in
Germany and abroad, without whose efforts
and commitment the success achieved
during the business year would not have
23

een possible. We would also like to thank
the members of the staff councils for their
constructive cooperation.
Risk management
The long-term development of a business
depends substantially on the extent to which
it is able , at all levels throughout the company,
to optimise the management of the
risks that arise in all fields of business
activity.
Subsequent to the merger of the classic
TÜV activities of TÜV Hannover/Sachsen-
Anhalt e.V., TÜV Nord e.V. and RWTÜV AG,
the risk management system has been placed
on a uniform basis as from 31.12.2004.
As a component of the Group’s corporate
management system, a six-monthly risk inventory
is performed in all Group companies
in which TÜV NORD GmbH has either a
direct or an indirect holding of more than
50%. In addition, Group companies are
required to submit ad-hoc reports in response
to developments as they arise.
Strict quality assurance and cost management
at all levels of the organisation contribute
to reducing the identified risks and to
strengthening the competitive position of the
Group. Wherever necessary, provisions are
24
formed to cover risks emanating from the
various segments of the Group’s activities.
There are also insurance policies in place
with the purpose of limiting the financial
effects of any losses that may occur.
The risk management system is constantly
undergoing further development, its efficiency
and effectiveness being regularly monitored
by the internal and external auditors.
In connection with the audit of the consolidated
financial statements, the auditors have
confirmed that there is no indication of any
risks that might jeopardise the existence of
the Group. Such risks do however exist in
respect of four smaller companies of the
TÜV NORD Group; appropriate measures
are being taken to counter them. There are
no essential price, credit or liquidity risks
affecting the Group, nor any risks arising out
of fluctuations in flows of funds within the
meaning of Article 289 (2) No. 2 HGB.
Risks and opportunities for the future
development of TÜV NORD Group’s
business units
As a Group with international operations,
TÜV NORD Group is confronted with
numerous risks that are inseparable from
entrepreneurial activity. However, the
Group’s increasingly supraregional structure
and broad-based portfolio also give rise to
significant opportunities.

In the Mobility business unit, there is a risk
that the increasing activities of competitors
and the associated price erosion will lead to
increasing losses of market share in core
business in the home areas of the parent
associations. To counter this development,
more effort is to be put into selling new
services and products.
The risk situation in the Systems business
unit is substantially influenced by the progressive
deregulation and liberalisation that
is taking place in its market environment, in
particular with regard to the law on plant
subject to mandatory surveillance. Competition
in this area will increasingly face the
company with new challenges. If it is to hold
its own on the market in future, it will have
to further optimise its work processes and
structures, and introduce new services.
As a result of the specific situation in the
Energy and Systems Engineering unit, there
is a general risk for all companies that volumes
of business may be lost, even at very
short notice, as a result of unpredictable
events.
In the International business unit the situation
is better than it is in Germany, since
these companies offer their services in
markets where there is still unsatisfied
demand. Although these companies too
face increasing pressure from competition,
they have good opportunities for expansion
in the inspection business world-wide.
In the Certification business unit, TÜViT
GmbH in particular is continuing to suffer
from the downturn in the IT industry.
The implementation of the so-called Hartz
labour market reforms continues to represent
a high risk to the Training business unit,
which could potentially put its future in
jeopardy.
The risk situation in the Traffic Psychology
business unit is influenced by political
developments as well as by the increasing
activities of competitors. To counter these
risks, new locations are to be established
and other measures taken.
Financial statements
of TÜV NORD GmbH
TÜV NORD GmbH, the managing company
of the TÜV NORD Group, also had operations
of its own in 2004 in addition to its
function as the holding company. This was a
result of the spinning off of the entire volume
of business (except for the GPSG business –
business pursuant to the Safety of Appliances
and Products Act) from the two associations
(TÜV Hannover/Sachsen-Anhalt e.V.
and TÜV NORD e.V.), parts of which
remained with TÜV NORD GmbH. As a
result, TÜV NORD GmbH generated sales
revenues of €165.4 million. In 2005 the
whole of this operational business is to be
transferred to subsidiary companies, in most
cases newly established ones, so that
25

TÜV NORD GmbH will in future simply be
the management and holding company of
TÜV NORD Group.
TÜV NORD GmbH’s earnings before tax
(EBT) from ordinary activities amounted to
€22.2 million. The company finished the
2004 business year with an annual surplus
of €11.3 million.
The major negative influence on TÜV NORD
GmbH’s result was the implementation of
support measures for Group companies,
which cost €3.6 million.
The credit balances with banks amounting
to €35.4 million consist of short-term money
market investments. At the end of the year,
TÜV NORD GmbH had shareholders’ equity
amounting to €136.6 million. This represents
an equity ratio of 38.7%.
26
Outlook for 2005
The uncertainties about the development of
the overall economy remain just as great at
the beginning of the new business year. Most
growth forecasts for 2005 assume that there
will be only a moderate economic recovery
in Germany. In other countries, however, and
in particular in the Eastern Europe, Asia and
America regions, above-average growth is
expected. Assuming that these forecasts
are fulfilled, we expect TÜV NORD Group’s
business to show steady development. The
potential afforded by the merging of activities
will also increasingly be realised on both the
cost and the revenue side.
Hanover, 5 April 2005
TÜV NORD GmbH
The General Management

Consolidated Annual Financial Statements
and Annual Financial Statements
of TÜV NORD GmbH
27

Consolidated Balance Sheet
of TÜV NORD GmbH as at 31 December 2004
Assets 31.12.2004
A. Non-current assets
28
Note € ’000 € ’000
I Intangible assets 4,847
II Property, plant and equipment 110,909
III Financial assets 2) 505,708
Total non-current assets 1) 621,464
B. Current assets
I Inventories 3) 31,021
II Receivables and other assets 4) 91,171
III Securities 5) 424
IV Cash in hand, credit balances at banks, cheques 6) 67,749
Total current assets 190,365
C. Prepayments and accrued income 7) 2,380
Total assets 814,209
Equity and Liabilites 31.12.2004
A. Shareholders’ equity
Note € ’000 € ’000
I Subscribed capital 10,000
II Capital reserves
Capital reserves before adjustment 115,332
Adjustment for goodwill –3,048 112,284
III Adjustment for minority interests 2,826
IV Net earnings 10,013
Total shareholders’ equity 8) 135,123
B. Provisions 9) 589,032
C. Liabilities 10) 89,673
D. Accruals and deferred income 381
Total equity and liabilities 814,209

Consolidated Profit
and Loss Account
of TÜV NORD GmbH for the period from 1 January to 31 December 2004
29
31.12.2004
Note € ’000
1. Sales revenues 13) 600,746
2. Increase/decrease in inventory of finished goods and work in process 244
3. Other own work capitalised 9
4. Other operating income 14) 41,464
5. Cost of materials 15) –100,398
6. Personnel expenses 16) –378,449
7. Depreciation and amortisation expense 17) –19,427
8. Other operating expenses 18) –128,106
9. Financial items 19) 1,194
10. Earnings from ordinary activities 17,277
11. Taxes on income 20) –13,588
12. Annual surplus 3,689
(of which earnings attributable to other shareholders) (406)
13. Other changes not affecting earnings 6,324
14. Net earnings 10,013

Changes in Consolidated
Non-Current Assets
of TÜV NORD GmbH as at 31 December 2004
30
Acquisition and manufacturing costs
Currency Changes in
translation scope of Reclassi-
01.01.2004 differences consolidation Additions fications Disposals 31.12.2004
€ ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000
I Intangible assets
1. Concessions, proprietary rights
and similar rights and assets,
including licences on such
rights and assets 17,451 8 0 677 –5 722 17,409
2. Goodwill 1,365 0 0 0 0 0 1,365
3. Payments on account for
intangible assets 6 0 0 34 5 0 45
18,822 8 0 711 0 722 18,819
II Property, plant and equipment
1. Land, leasehold rights
and buildings, including buildings
on third-party land 216,397 92 0 1,276 139 1,475 216,429
2. Industrial plant and machinery
3. Other factory and
33,635 2 0 2,950 0 2,041 34,546
office equipment
4. Payments on account and
100,226 27 0 8,801 10 9,919 99,145
assets under construction 559 0 0 2,945 –150 273 3,081
350,817 121 0 15,972 0 13,708 353,202
III Financial assets
1. Shares in affiliated companies 1,832 0 0 606 0 7 2,431
2. Loans to affiliated
companies 691 0 0 81 0 26 746
3. Shares in associated companies 706 -2 0 0 0 45 659
4. Other trade investments 596 0 0 327 0 82 841
5. Loans to comp. in which shares are held 137 0 0 0 0 0 137
6. Long-term investments 11,008 0 0 1 0 7,129 3,880
7. Other loans 879 0 0 11,838 –283 86 12,348
8. Shares in guarantee funds
arising from reinsurance 461,741 0 0 25,018 283 536 486,506
477,590 –2 0 37,871 0 7,911 507,548
Total 847,229 127 0 54,554 0 22,341 879,569

Depreciation and amortisation expense Book value
Currency Changes in
translation scope of Reclassi-
01.01.2004 differences consolidation Additions fications Write-ups Disposals 31.12. 2004 31.12.2004 01.01.2004
€ ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000
9,777 6 0 3,472 0 0 653 12,601 4,808 7,674
1,365 0 0 0 0 0 0 1,365 0 0
1 0 0 5 0 0 0 6 39 5
11,142 6 0 3,477 0 0 653 13,966 4,847 7,680
127,822 3 0 4,957 0 0 1,029 131,753 84,676 88,575
27,424 0 –5,274 1,732 –4 0 2,081 21,797 12,749 6,211
83,708 1 5,274 9,262 4 0 9,506 88,743 10,402 16,518
0 0 0 0 0 0 0 0 3,081 559
238,954 4 0 15,950 0 0 12,616 242,293 110,909 111,863
884 0 0 400 0 0 7 1,277 1,155 949
204 0 0 0 0 0 0 204 542 486
22 –1 0 2 0 0 0 23 636 684
4 0 0 265 0 0 0 269 573 592
0 0 0 0 0 0 0 0 137 137
89 0 0 8 0 –17 72 8 3,872 10,919
0 0 0 0 0 0 0 0 12,347 879
59 0 0 0 0 0 0 59 486,448 461.682
1,262 –1 0 675 0 –17 79 1,840 505,708 476,328
251,358 9 0 20,102 0 –17 13,348 258,104 621,464 595,871
31

Combined Notes to
the Financial Statements
of TÜV NORD Group and TÜV NORD GmbH for the 2004 business year
1. Preliminary remarks and
general accounting principles
With commercial effect as from 1.1.2004,
TÜV Hannover/Sachsen-Anhalt e.V., TÜV
NORD e.V. and RWTÜV AG merged their
classic TÜV activities by transferring business
operations and holdings to TÜV NORD
GmbH. As a result, TÜV NORD GmbH is
for the first time required to produce consolidated
financial statements and a consolidated
management report as at 31.12.2004,
pursuant to Articles 290 ff. of the German
Commercial Code (HGB).
The consolidated annual financial statements
and annual financial statements of TÜV
NORD GmbH have been drawn up in
accordance with the requirements of the
German Commercial Code and the supplementary
provisions of the German Private
Limited Companies Act (GmbHG). The
annual financial statements of TÜV NORD
GmbH and the consolidated annual financial
statements of the Group are explained jointly
in these Notes. The details provided apply to
both sets of financial statements, except
where otherwise stated. In order to improve
the clarity and information content of the
tables, individual items have been aggregated
in the balance sheet and the profit and
loss account and then separately disclosed
32
and explained in the notes. By way of
supplementing the format and classification
prescribed by the German Commercial
Code, the balance sheet item “III Financial
Assets” has been extended to include the
item “Shares of guarantee funds resulting
from reinsurance”. The profit and loss
account has been prepared using the costof-production
method.
2. Scope of consolidation
Included in the scope of the consolidated
financial statements in addition to TÜV NORD
GmbH as the parent company are the following
seven main affiliated companies, together
with their 42 subsidiaries:
– TÜV NORD STRASSENVERKEHR
GmbH & Co. KG
– RWTÜV Fahrzeug GmbH
– RWTÜV Systems GmbH
– TÜV NORD Holding GmbH & Co. KG
– TÜV NORD EnSys Hannover
GmbH & Co. KG
– TÜV NORD SysTec GmbH & Co. KG
– RWTÜV Akademie GmbH
Being of only minor significance with regard
to the Group’s assets, financial situation
and earnings, companies without business
operations or with a low business volume
are not included in the consolidated financial
statements.

The associated companies are accounted
for by the equity method. Companies that
both individually and taken as a whole are
immaterial to an assessment of the assets,
financial situation and earnings of the Group
have been recognised at book value.
A list of shareholdings has been prepared
in which the affiliated companies and other
trade investments of TÜV NORD GmbH
Group are shown individually; and in which
not only the proportion of the capital held
but also the amount of the company’s equity,
its earnings and the method of consolidation
and valuation are given. This
comprehensive schedule of the shareholdings
of the Group has been filed with the
Commercial Register of Hanover Local Court
under registration number HRB 61566.
3. Consolidation policy
The annual financial statements of the
companies included in the scope of consolidation
are uniformly prepared in accordance
with the Consolidated Accounts Directive,
which incorporates the accounting, disclosure
and valuation methods prescribed in
the German Commercial Code.
The subsidiaries included in the scope of
consolidation are consolidated by the book
value method. With this method, the book
values of the holdings are set off against
the pro rata amount of these companies’
equity recognised at the time of their
acquisition or first-time consolidation. The
first-time consolidation of the companies
included took place as at 1.1.2004 when
consolidated financial statements were first
prepared. The differences resulting from the
capital consolidation are then openly set off
against capital reserves.
Material shareholdings in associated companies
are valued in the consolidated balance
sheet at equity by the book value method.
The same consolidation principles apply to
these as indicated above. Where different
valuation methods are applied by the associated
companies, these are not adjusted
to the uniform accounting and valuation
methods as this would not have any material
impact on the consolidated financial statements.
Accounts receivable and payable between
the companies included in the scope of
consolidation are netted. Profits and losses
arising out of intercompany transfers of
assets that are to be included in the consolidated
financial statements are eliminated
unless they are immaterial. Sales revenues
and other income earned between the
consolidated companies are set off against
the corresponding expenses.
33

Deferred tax is shown in the consolidated
financial statements in accordance with
Article 306 HGB. Deferred tax assets or liabilities
arising from consolidation measures
affecting earnings are determined using
the individual tax rates applicable to the
companies concerned, and carried forward
accordingly.
4. Accounting and
valuation methods
The accounting and valuation methods
applied are indicated in detail below.
Assets
Non-current assets
Intangible assets purchased are accounted
for at cost and subjected to scheduled
amortisation over their useful lives using the
straight-line method. In the case of software,
the useful life is generally put at between one
and four years.
Property, plant and equipment are valued at
cost and, where subject to attrition, are depreciated
in accordance with their expected
useful lives. The useful lives of buildings are
assessed in accordance with Sec. 7 (4) of
the Income Tax Act (EStG), and those for
other tangible assets that are subject to attrition
in accordance with the Federal Ministry
of Finance’s depreciation tables for assets in
general use.
34
Non-movable assets are depreciated using
the straight-line method, and movable assets
are depreciated using the straight-line or
reducing-balance method. Where the
reducing-balance method of depreciation is
applied, the highest rates permissible for tax
purposes are used. The reducing-balance
method is replaced by the straight-line
method of depreciation in the year in which
the straight-line depreciation amount exceeds
that of the reducing-balance method.
Low-value items are written down in full in
the year of acquisition and shown as disposals.
Within the financial assets, shares in nonconsolidated
affiliated companies and other
shareholdings are recognised at cost or
at their lower attributable fair value. Material
shareholdings in associated companies
are accounted for on the basis of the equity
share as at the balance sheet date of
1 January 2004.
The other loans are recognised at their nominal
value. Claims arising from reinsurance
are capitalised at the nominal value of the
shares in the guarantee funds: they are not
depreciated to their surrender values.
Current assets
Inventories are valued at the lower of purchase
or manufacturing cost, or net realisable
value at the balance sheet date.
Raw materials and supplies are recognised
at their average purchase cost on the basis
of the lowest value principle. Downward
valuation adjustments are implemented for
obsolete and non-moving items.

Apart from directly attributable costs, the
manufacturing costs of unfinished products
and work in process contain appropriate
percentages of the necessary material and
manufacturing overheads. Expenses for
general administration and for voluntary social
benefits, and also company pensions and
interest on borrowings are not capitalised.
The principles of loss-free valuation are
applied.
Receivables and other assets are recognised
at their nominal values less appropriate
deductions for individually recognisable risks.
The general credit risk is recognised by
lump-sum adjustments that are essentially
based on empirical values derived from past
experience.
Liabilities
Reserves of an appropriate amount are
formed for all recognisable risks, contingent
liabilities and anticipated or impending
losses.
Provisions for pensions and similar obligations
are calculated according to actuarial
principles on the basis of a discount rate of
6%. They correspond to the going-concern
value as per Sec. 6a of the Income Tax Act
(EStG) of the obligations arising out of current
pensions and vested rights to future
pension payments existent as at the balance
sheet date.
Minor liabilities of companies abroad are
in each case valued using discount rates
typical of the country concerned.
Liabilities are recognised at the amount
repayable.
5. Currency translation
Accounts receivable and payable in foreign
currency contained in the individual company
financial statements, where not ratehedged,
are valued at the exchange rate
prevailing on acquisition or at the year-end
rate if less favourable.
For the consolidation of foreign companies,
all the balance sheet items with the exception
of equity and shares in affiliated companies
are translated at the closing year-end
rate. Equity and shares in affiliated companies
are translated at historical rates of
exchange. Differences arising from the
currency translation of assets and liabilities
and also the share of equity are set off
against capital reserves without affecting
earnings.
In the profit and loss account, the depreciation
and amortisation expense, the net
earnings and the appropriation of net earnings
are translated at the closing year-end
rate of exchange, while the earnings and
loss carry-forwards are translated at the
closing year-end rate of exchange of the
previous year. Other income and expenses
are translated at the average rate of exchange
for the year. The currency translation
differences resulting from this are recognised
under other operating income or other
operating expenses.
35

Notes
to the consolidated balance sheet and the consolidated profit and loss account
(1) Non-current assets
The structure of and movements in the noncurrent
assets of the Group are itemised in the
schedule of changes in non-current assets.
In the consolidated schedule of changes to
non-current assets the cumulative acquisition
and manufacturing costs and the depreciation
and amortisation of the consolidated
companies are included as at 1.1.2004.
Among the financial assets, claims arising
from reinsurance in the amount of
€486,448k are recognised. These are capi-
(2) Financial assets – Shareholdings
The list of shareholdings and major trade
investments has been filed with the Commercial
Register of Hanover Local Court under
registration number HRB 61566.
(3) Inventories
36
talised at the value of the shares in the guarantee
funds (nominal value). These assets
have not been depreciated to their surrender
value (fair current value), since these claims
relate to the reinsurance of pension
provisions and it is not envisaged that these
insurances will be terminated prematurely.
The surrender value currently represents
around 99% of the nominal value of the
guarantee fund shares (some €481,500k).
31. 12. 2004
€ ’000
Raw materials and supplies 877
Work in process 30,073
Finished products and merchandise 38
Payments on account 33
31,021

(4) Receivables and other assets
The other assets include tax refund claims,
purchase price claims, receivables from
of which with a
residual term of more
31. 12. 2004 than one year
€ ’000 € ’000
Trade accounts receivable 79,988 135
Accounts receivable from affiliated companies
Accounts receivable from companies
1,373 3
in which trade investments are held 1,075 3
Other assets 8,735 611
91,171 752
(5) Securities
These are miscellaneous securities (bonds)
that have been valued at the lower of cost
or market price.
(6) Cash in hand, credit balances
at banks, cheques
This item predominantly consists of credit
balances at banks.
(7) Prepayments and accrued income
The prepayments and accrued income are
made up as follows:
employees, suppliers/creditors with debit
balances, and other loans.
31. 12. 2004
€ ’000
Discounts 52
Other accrued amounts 2,328
2,380
37

(8) Shareholders’ equity
Subscribed capital amounts to
€10,000,000, this being the basic capital
of TÜV NORD GmbH.
The item “Capital reserves” consists of the
capital reserves of TÜV NORD GmbH in
the amount of €115,332k and a negative
adjustment arising out of the capital
consolidation, being the net balance of
(9) Provisions
Included in the tax provisions – after netting
out deferred tax assets amounting to
€2,227k – are deferred tax liabilities in the
amount of €2,556k. These deferred result
from the consolidation measures, especially
from the liquidation of the special items and
the adaptations to the commercial balance
sheet HB II that have been effected.
The sundry provisions essentially relate to
provisions for risks at Group companies, for
pre-retirement part-time working and other
personnel costs and non-wage personnel
costs, provisions for future contributions to
the Pension Guarantee Fund, accruals for
outstanding invoices not yet received,
contributions to the industrial injury insurance
funds, the costs of the annual financial
statements and report and other risks. The
38
liabilities-side differences of €12,682k
and asset-side differences of €15,679k. In
addition, currency translation differences
amounting to € -51k have also been recognised
in the capital reserves.
The minority interests item relates to the
stakes held by minority shareholders in the
equity of the consolidated subsidiaries.
31.12.2004
€ ’000
Provisions for pensions and similar obligations 508,264
Tax provisions 11,693
Sundry provisions 60,551
Liabilities-side differences resulting from the capital consolidation
having the character of expense 8,524
589,032
provision for risks at Group companies
amounting to €9,600k is a provision for
expenses pursuant to Article 249 (2) HGB.
This provision relates to risks originating in
2004 or previous years, and which in future
will about additional expenses at Group
companies.
Under the position “Liabilities-side differences
resulting from the capital consolidation having
the character of expense” the difference
arising from the capital consolidation of the
welfare fund Unterstützungseinrichtung des
Technischen Überwachungs-Vereins
Hannover/Sachsen-Anhalt GmbH is recognised.
In 2004 an amount corresponding to
the annual deficit of this fund (€474k) was
released from the provision.

(10) Liabilities
of which with a residual term of
less than one to more than
31.12.2004 one year five years five years
€ ’000 € ’000 € ’000 € ’000
Amounts owed
to banks
Payments on account
368 355 13 0
for orders
Trade accounts
35,629 35,629 0 0
payable
Accounts payable to
18,397 18,384 13 0
affiliated companies
Accounts payable to companies
in which trade investments
255 251 4 0
are held 1,529 1,508 1 20
Other liabilities 33,495 21,221 7,799 4,475
of which for taxes
of which relating to
(7,804) (7,804) (0) (0)
social security (7,891) (7,891) (0) (0)
89,673 77,348 7,830 4,495
The other liabilities include loan liabilities to
the pension and dependants’ benefit fund of
Alters- und Hinterbliebenen-Versorgungsstelle
der Technischen Überwachungs-
(11) Contingent liabilities
The contingent liabilities are the result of the following:
Vereine VVaG, Essen (AHV), amounting
to €12,522k. To secure these loans, reinsurance
claims against AHV have been
pledged as collateral in the same amount.
31.12. 2004
€ ’000
Guarantee commitments 539
Collateral given to secure third-party liabilities 10
549
39

(12) Other financial
commitments
The other financial commitments are
essentially of a long-term nature. They
have terms of between five and ten years,
and result from renting and leasing
arrangements for business premises,
(13) Sales revenues
Sales revenues from business transacted
with companies outside the consolidated
Sales revenues generated in Germany
amounted to €535,751k, in the rest of
(14) Other operating income
The other operating income in the amount of
€41,464k relates primarily to the proceeds
from the release of provisions (€5,657k),
profits on the sale of non-current assets
40
factory and office equipment and
machinery. The commitments up to the
(probable) end of the contracts amount to
€82,430k.
Group break down between the various
business units as follows:
2004
Business unit € ’000
Mobility 253,739
Systems 164,677
Energy and Systems Engineering 70,516
International 45,730
Certification 29,253
Training and Human Resources 22,612
Traffic Psychology 14,219
600,746
Europe to €46,362k, and in the rest of the
world to €18,633k.
(€2,570k), income from payments made
by AHV (€19,797k), income from rental and
leasinf agreements (€2,082k) and income
from ancillary services (€1,464k).

(15) Cost of materials
2004
€ ’000
Cost of raw materials and
supplies and of goods
purchased for resale 5,782
Cost of services
purchased 94,616
100,398
(16) Personnel expenses
2004
€ ’000
Wages and salaries 273,656
Social security contributions 54,739
Pension
costs 48,650
Welfare benefit
costs 1,404
(17) Depreciation and amortisation
expense
The depreciation and amortisation expense
is itemised in the schedule of changes in
non-current assets.
In the year under review, extraordinary
depreciation amounting to €717k was
378,449
recognised on intangible assets and on
property, plant and equipment. This
depreciation was effected in connection
with the application of uniform accounting
and valuation methods.
41

(18) Other operating
expenses
The other operating expenses amounting to
€128,106k primarily relate to miscellaneous
services, travelling expenses, rental and
leasing charges, and allocations to
(19) Financial items
42
provisions. The item also includes sundry
taxes amounting to €901k and losses
on the disposal of non-current assets
amounting to €168k.
2004
Income from trade investments
€ ’000
86
of which from affiliated companies
Income from other securities and loans
(26)
held as financial non-current assets 405
of which from affiliated companies (0)
Other interest and similar income 2,390
of which from affiliated companies (29)
Amortisation of financial assets –675
Interest and similar expenses –997
of which to affiliated companies (–3)
Expenses arising from loss transfer –15
1,194
(20) Taxes on income
2004
€ ’000
Taxes on income 13,588
of which deferred taxes (106)
(21) Employees
The average number of persons employed
by the consolidated companies during the
year was 6,261.
Wage-earning employees
2004
94
Salaried employees 6,167

Annual Financial Statements 2004
of TÜV NORD GmbH
43

Balance Sheet
of TÜV NORD GmbH as at 31 December 2004
Assets 31.12.2004 31.12.2003
A. Non-current assets
44
Note € ’000 € ’000
I Intangible assets 2,319 0
II Property, plant and equipment 56,659 0
III Financial assets 2) 190,675 0
Total non-current assets 1) 249,653 0
B. Current assets
I Inventories 3) 18,818 0
II Receivables and other assets 4) 48,417 0
III Cash and cash equivalents 35,414 100
Total current assets 102,649 100
C. Prepayments and accrued income 106 0
Total assets 352,408 100
Equity and liabilites 31.12.2004 31.12.2003
A. Shareholders’ equity
Note € ’000 € ’000
I Subscribed capital 10,000 100
II Capital reserves 115,332 0
III Net earnings 11,312 0
Total shareholders’ equity 5) 136,644 100
B. Special item with a reserve component 6) 1,571 0
C. Provisions 7) 146,171 0
D. Liabilities 8) 67,678 0
E. Accruals and deferred income 344 0
Total equity and liabilities 352,408 100

Profit and Loss Account
of TÜV NORD GmbH for the period from 1 January to 31 December 2004
31.12.2004 31.12.2003
Note € ’000 € ’000
1. Sales revenues 11) 165,381 0
2. Increase/decrease in inventory of finished
goods and work in process –385 0
3. Other operating income 12) 51,092 0
4. Cost of materials 13) –71,011 0
5. Personnel expenses 14) –78,435 0
6. Depreciation and amortisation
expense 15) –7,460 0
7. Other operating expenses 16) –40,696 0
8. Financial items 17) 3,714 0
9. Earnings from ordinary activities 22,200 0
10. Taxes 18) –10,888 0
11. Annual surplus 11,312 0
45

Changes in Non-Current Assets
of TÜV NORD GmbH as at 31 December 2004
46
Acquisition and manufacturing costs
01.01.2004 Additions Reclassifications Disposals 31.12. 2004
€ ’000 € ’000 € ’000 € ’000 € ’000
I Intangible assets
1. Concessions, proprietary rights
and similar rights
and assets, including licences
on such rights and assets 0 8,381 0 2,144 6,237
0 8,381 0 2,144 6,237
II Property, plant and equipment
1. Land, leasehold rights
and buildings, including buildings
on third-party land 0 136,242 0 1,461 134,781
2. Industrial plant and machinery 0 13,034 0 7,069 5,965
3. Other factory and
office equipment 0 36,659 0 8,756 27,803
4. Payments on account and assets
under construction 0 2,901 0 0 2,901
0 188,737 0 17,287 171,450
III Financial assets
1. Shares in affiliated companies 0 39,675 0 0 39,675
2. Loans to affiliated
companies 0 0 0 0 0
3. Trade investments 0 0 0 0 0
4. Long-term investments 0 6,546 0 6,546 0
5. Other loans 0 89 0 35 53
6. Shares in guarantee funds
arising from reinsurance 0 233,152 0 81,470 151,682
0 279,462 0 88,051 191,411
Total 0 476,580 0 107,482 369,097

Depreciation and amortisation expense Book value
01.01.2004 Additions Write-ups Disposals 31.12. 2004 31.12.2004 31.12.2003
€ ’000 € ’000 € ’000 € ’000 € ’000 € ’000 € ’000
0 5,838 0 1,921 3,918 2,319 0
0 5,838 0 1,921 3,918 2,319 0
0 87,299 0 1,029 86,269 48,511 0
0 12,118 0 6,710 5.409 556 0
0 30,916 0 7,803 23,113 4,690 0
0 0 0 0 0 2,901 0
0 130,333 0 15,542 114,791 56,659 0
0 735 0 0 735 38,940 0
0 0 0 0 0 0 0
0 0 0 0 0 0 0
0 67 0 67 0 0
0 0 0 0 0 53 0
0 0 0 0 0 151,682 0
0 802 0 67 735 190,675 0
0 136,974 0 17,529 119,444 249,653 0
47

Notes
to the balance sheet and profit and loss account
of TÜV NORD GmbH
(1) Non-current assets
The structure of and movements in the noncurrent
assets of TÜV NORD GmbH are
itemised in the schedule of changes in noncurrent
assets.
Of the additions, an amount of €464,443k
under “Acquisition and Manufacturing Costs”
and one of €129,625k under “Depreciation
and Amortisation Expense” relate to transfers
of non-current assets from TÜV Nord e.V.
and TÜV Hannover/Sachsen-Anhalt e.V.
These transfers were made at book value.
(2) Financial assets – Shareholdings
The list of shareholdings and material trade
investments has been filed with the Commercial
Register of Hanover Local Court under
registration number HRB 61566.
(3) Inventories
48
Among the financial assets, claims arising
from reinsurance in the amount of
€151,682k are recognised. These are capitalised
at the value of the shares in guarantee
funds (nominal value). These assets have not
been depreciated to their surrender value (fair
current value), since these claims relate to
the reinsurance of pension provisions and it
is not envisaged that these insurances will
be terminated prematurely. The surrender
value currently represents around 99% of the
nominal value of the guarantee fund shares
(some €150,100k).
31.12.2004
€ ’000
Raw materials and supplies 543
Work in process 18,275
18,818

(4) Receivables and
other assets
of which with a of which with a
residual term of more residual term of more
31.12. 2004 than one year 31.12. 2003 than one year
€ ’000 € ’000 € ’000 € ’000
Trade accounts
receivable
Accounts receivable
15,751 15,751 0 0
from affiliated companies
Amounts receivable
27,443 27,443 0 0
from shareholders
Other
537 537 0 0
assets 4,686 4,686 0 0
48,417 48,417 0 0
The receivables from affiliated
companies include amounts due in
respect of current transactions and
(5) Shareholders’ equity
The shareholders’ equity of TÜV NORD
GmbH amounts to €136,644k, made up of
basic capital of €10,000k, capital reserves
(6) Special item with a reserve component
The special item with a reserve component
relates to a reserve pursuant to Sec. 6b,
Income Tax Act (EStG).
(7) Provisions
amounts receivable from loans and bridging
loans granted.
of €115,332k and net earnings carried
forward of €11,312k.
31.12.2004 31.12.2003
€ ’000 € ’000
Provisions for pensions and similar obligations 129,201 0
Tax provisions 7,458 0
Sundry provisions 9,512 0
The sundry provisions relate essentially to
obligations in the personnel area.
146,171 0
49

(8) Liabilities
of which with a residual term of
less than one to more than
31.12.2004 one year five years five years 31.12.2003
€ ’000 € ’000 € ’000 € ’000 € ’000
Payments on account
for orders 28,330 28,330 0 0 0
2003
Trade
accounts
0 0 0
payable 5,754 5,754 0 0 0
2003
Accounts payable
to affiliated
0 0 0
companies 29,891 11,724 3,714 14,453 0
2003
Amounts payable
0 0 0
to shareholders 1,237 1,237 0 0 0
2003
Other
0 0 0
liabilities 2,466 2,466 0 0 0
2003 0 0 0
of which for taxes (171) (171) (0) (0) (0)
2003
of which relating
(0) (0) (0)
to social security (1,030) (1,030) (0) (0) (0)
2003 (0) (0) (0)
67,678 49,511 3,714 14,453 (0)
(9) Contingent liabilities
Of TÜV NORD GmbH’s contingent liabilities,
€258k relate to guarantee commitments.
In addition, there are liabilities from warranty
commitments to affiliated companies
amounting to €66,775k, resulting from the
transfer of pension obligations towards
existing pensioners and persons with vested
rights to future pensions who have left the
company. Letters of comfort have been
50
issued in favour of the subsidiary companies
TÜV NORD EnSys Hannover GmbH & Co. KG
and TÜV NORD SysTec GmbH & Co. KG,
under which TÜV NORD GmbH takes on
compensation liabilities of up to €25,000k
for each of these companies, to the extent
that such liabilities result from normal
operations and do not constitute corporate
liability claims covered by insurance.

(10) Other financial
commitments
The other financial commitments consist
of various renting and leasing agreements
for business premises and factory and
office equipment. In 2004, expenses of
(11) Sales revenues
Sales revenues amounting to €165,381k
break down between the business areas as
follows:
(12) Other operating income
The other operating income in the amount of
€51,092k includes cost allocations within
the Group and also revenues from sundry
services performed by TÜV NORD GmbH for
2004 2003
€ ’000 € ’000
Plant technology 79,362 0
Energy technology 67,761 0
Academy 10,098 0
MPI 7,688 0
Other 472 0
(13) Cost of materials
Cost of materials includes primarily the cost
of services purchased.
(14) Personnel expenses
€2,600k were incurred under this heading. If
the situation remains unchanged, expenses
of this order are also to be expected in
subsequent years.
165,381 0
affiliated companies, income from payments
made by AHV, income from the canteen and
the proceeds from the release of provisions.
2004 2003
€ ’000 € ’000
Wages and salaries 47,800 0
Social security contributions 12,134 0
Pension costs 18,501 0
78,435 0
51

(15) Depreciation
and amortisation
expense
The depreciation and amortisation expense
is itemised in the schedule of changes in
non-current assets.
(16) Other operating
expenses
The other operating expenses amounting
to €40,696k primarily relate to travelling
expenses, postage and telecommunications
charges, rental and leasing charges, membership
fees and insurance, occupancy
(17) Financial items
52
and maintenance costs for property and
buildings, advertising costs, legal and
consultancy fees and other general administrative
costs.
2004 2003
€ ’000 € ’000
Income from trade investments 1,552 0
of which in affiliated companies
Income from other lending and reinsurance claims
(1,552) (0)
held as financial non-current assets 194 0
Other interest and similar income 2,152 0
of which from affiliated companies (1,271) (0)
Interest and similar expenses 184 0
of which to affiliated companies (118) (0)
3,714 0

(18) Taxes
2004 2003
€ ’000 € ’000
Taxes on income 10,475 0
Other taxes 413 0
(19) Employees
The average number of employees during
the year under review was 707.
Other information
The total remuneration of the Managing
Board and Supervisory Board (Art. 285
No. 9a of the German Commercial Code
(HGB)) has not been disclosed, pursuant
to Art. 288 sentence 1 HGB.
Appropriation of earnings
The Managing Board proposes to the
Shareholders’ Meeting that a sum of
€1,383k out of the annual surplus should
be distributed to the shareholders.
Hanover, 5 April 2005
10,888 0
Dr. Röker Drube Klosowski Dr. Kleinherbers
Dr. Legge Orth Dr. Rettig Sievers Prof. Wolff
53

Auditors’ Certificate
(Note: the original German text is the sole authoritative version)
The Auditors have granted the annual financial
statements and the consolidated financial
statements as at 31.12.2004 together with the
full-length combined management report the
following unqualified certificate*:
TO TÜV NORD GmbH:
“We have audited the annual financial statements,
together with the accounting system, of
TÜV NORD GmbH as well as the consolidated
financial statements prepared by it and its
combined management report on the situation
of the Company and the Group for the financial
year ending on 31 December 2004. The preparation
of these documents in accordance with
German commercial law is the responsibility
of the Company’s legal representatives. Our
responsibility is to express an opinion, on the
basis of our audit, on the annual financial statements,
together with the accounting, as well
as on the consolidated financial statements
prepared by them and their management
report on the situation of the Company and the
Group.
We conducted our audit of the annual and
consolidated financial statements in accordance
with Article 317 HGB (“Handelsgesetzbuch”
– German Commercial Code) and the
generally accepted standards for the auditing
of financial statements laid down by the Institut
der Wirtschaftsprüfer (IDW). Those standards
require us to plan and perform the audit in
such a way that misstatements materially
affecting the presentation of the assets, financial
situation and earnings in the annual and
the consolidated financial statements, as
prepared in accordance with [German] principles
of proper accounting, and in the combined
management report on the position of
the Company and the Group are detected with
reasonable certainty.
When determining audit procedures, we take
into account our knowledge of the business
activities and the economic and legal environ-
ment of the Company, and our expectations of
possible errors. The effectiveness of the internal
control and audit system and the evidence
supporting the disclosures in the books and
records, the annual and consolidated financial
statements and the management report on
the situation of the Company and the Group
are examined during the audit, primarily on the
basis of random sampling.
The audit includes assessing the accounting
and consolidation principles used and significant
estimates made by the company’s legal
representatives, as well as evaluating the
overall presentation of the annual and the consolidated
financial statements and the combined
management report on the situation of
the Company and the Group. We believe that
our audit provides a reasonable basis for our
opinion.
Our audit has not led to any reservations.
In our opinion, the annual and the consolidated
financial statements give a true and fair view
of the assets, financial situation and earnings
of the Company and the Group respectively, in
accordance with [German] principles of proper
accounting. The combined management report
on the situation of the Company and the Group
provides a suitable overall understanding of the
situation of the Company and the Group and
presents a fair picture of the risks of future development.”
Hamburg, 6 April 2005
ESC Wirtschaftsprüfung GmbH
Auditors
G. Herud G. Schaudin
Wirtschaftsprüfer Wirtschaftsprüfer
(German Public Auditor) (German PublicAuditor)
*The complete annual financial statements and consolidated
financial statements as at 31.12.2004 and the full-length
combined management report are open to inspection at the
Local Court at which the Company is registered, pursuant to
Art. 325 ff HGB (German Commercial Code).
55

List of Shareholdings
of TÜV NORD GmbH as at 31 December 2004
Name and place of registration Share of capital in %
Affiliated companies included in the consolidated financial statements
BRTÜV Avaliações da Qualidade Ltda., Sao Paulo, Brazil 51.00
Cualicontrol-ACI S.A., Madrid, Spain 100.00
EMV Services GmbH & Co. KG, Hamburg, Germany 100.00
ESI Energie-Sicherheit-Inspektion GmbH, Mannheim, Germany 51.00
FS FAHRZEUG-SERVICE GmbH & Co. KG, Hanover, Germany 100.00
GZFTZ RWTÜV International Trading Co. Ltd, Guangzhou, China 100.00
Hundt & Partner Ingenieurgesellschaft mbH, Hanover, Germany 75.32
IGN Ingenieurgesellschaft Nord mbH & Co. KG, Greifswald 100.00
MEDITÜV GmbH & Co. KG, Hanover, Germany 100.00
Nord-Kurs GmbH & Co. KG, Hamburg, Germany 100.00
RWTÜV Akademie GmbH, Essen, Germany 100.00
RWTÜV Asia Pacific Ltd., Kwun Tong, Kowloon, Hong Kong 100.00
RWTÜV Bratislava spol. s.r.o., Bratislava/Slovakia 100.00
RWTÜV Fahrzeug GmbH, Essen, Germany 99.67
RWTÜV Hong Kong Ltd., Kwun Tong, Kowloon, Hong Kong 100.00
RWTÜV Korea Ltd., Seoul, Korea 100.00
RWTÜV Malaysia Sdn. Bhd., Petaling Jaya, Malaysia 100.00
RWTÜV Polska Sp. z o.o., Katowice, Poland 100.00
RWTÜV Praha spol. s.r.o., Prague, Czech Republic 100.00
RWTÜV Systems GmbH, Essen, Germany 99.72
RWTÜV Thailand Ltd., Bangkok, Thailand 99.97
RWTÜV USA, Inc., Clifton, USA 100.00
TÜ Service Ingenieur- und Beratungsgesellschaft mbH, Potsdam, Germany 100.00
TÜV Akademie GmbH – TÜV Thüringen Group – Erfurt, Germany 50.00
TÜV HELLAS (RWTÜV) S.A., Athens, Greece 100.00
TÜV India Private Ltd., Bombay, India 50.00
TÜV Informationstechnik GmbH – a company of the RWTÜV Group – Essen, Germany 100.00
TÜV Nederland QA B.V., Best, Netherlands 100.00
TÜV Nord Baltik SIA, Riga, Latvia 100.00
TÜV NORD Bauqualität GmbH & Co. KG, Hamburg, Germany 100.00
TÜV NORD CERT GmbH & Co. KG, Hanover, Germany 100.00
TÜV NORD CERT Umweltgutachter GmbH, Hanover, Germany 100.00
TÜVNORD EnSys Hannover GmbH & Co. KG, Hanover, Germany 100.00
TÜV NORD HOLDING GmbH & Co. KG, Hamburg, Germany 100.00
TÜV NORD-KTI Kft., Budapest, Hungary
TÜV NORD MPA Gesellschaft für Materialprüfung und
53.80
Anlagensicherheit mbH & Co. KG, Leuna, Germany 100.00
56

Name and place of registration Share of capital in %
TÜV NORD NEDERLAND B.V., Vaasen, Netherlands 100.00
TÜV Nord Polska Sp. z o.o., Katowice, Poland 100.00
TÜV NORD Service GmbH & Co. KG, Hanover, Germany 100.00
TÜV NORD STRASSENVERKEHR GmbH & Co. KG, Hanover, Germany 100.00
TÜVNORD SysTec GmbH & Co. KG, Hamburg, Germany 100.00
TÜV NORD Technisches Schulungszentrum GmbH & Co. KG, Hamburg, Germany 100.00
TÜV NORD Umweltschutz GmbH & Co. KG, Hamburg, Germany 100.00
TÜV NORD Umweltschutz Rostock GmbH & Co. KG, Rostock, Germany 100.00
TÜV Thüringen Anlagentechnik GmbH, Erfurt, Germany 99.94
TÜV Thüringen Fahrzeug GmbH, Erfurt, Germany 99.50
TÜV UK Ltd., London, United Kingdom
Unterstützungseinrichtung des Technischen Überwachungs-Vereins
100.00
Hannover/Sachsen-Anhalt GmbH, Hanover, Germany
Versicherungsvermittlung des Rheinisch-Westfälischen
100.00
Technischen Überwachungs-Vereins GmbH, Essen, Germany 100.00
Affiliated companies not included in the consolidated financial statements
AA Certificatie Instituut EN 45013 B.V., Boxmeer, Netherlands 51.00
EMV Verwaltungsgesellschaft mbH, Hamburg, Germany 100.00
FAHRZEUG-SERVICE Verwaltungsgesellschaft mbH, Hanover, Germany 100.00
IGN Verwaltungs GmbH, Greifswald, Germany 100.00
IKM-Institut für Kunststoffe im Maschinenbau GmbH i.L., Essen, Germany 100.00
MEDITÜV Verwaltungsgesellschaft mbH, Hanover, Germany 100.00
Nord-Kurs Verwaltungs GmbH, Hamburg, Germany 100.00
PT. RWTÜV Indonesia, Jakarta/Indonesia 100.00
RWTÜV Croatia d.o.o., Slavonski Brod, Croatia 100.00
RWTÜV CZ-TEDIKO, a.s., Prague, Czech Republic 51.00
RWTÜV Gulf Inspection Services GmbH, Essen, Germany 100.00
RWTÜV Italia S.r.l., Legnano, Italy 100.00
RWTÜV Philippines, Inc., Manila, Philippines 100.00
TÜV Nord Anlagentechnik GmbH, Hamburg, Germany 100.00
TÜV Nord Baltik OÜ, Tallinn, Estonia 100.00
TÜV Nord Bulgarien GmbH, Plovdiv, Bulgaria 100.00
TÜV NORD Bauqualität Verwaltungs GmbH, Hamburg, Germany 100.00
TÜV NORD Certification (Tianjin) Co., Ltd., Tianjin, China 76.90
TÜV NORD CERT Verwaltungs GmbH, Hanover, Germany 100.00
TÜV NORD CONSULTING GmbH & Co. KG, Hanover, Germany 100.00
TÜV NORD CONSULTING Verwaltungs GmbH, Hanover, Germany 100.00
TÜV Nord Danmark ApS, Gadbjerg, Denmark 100.00
TÜVNORD EnSys Hannover Verwaltungs GmbH, Hanover, Germany 100.00
TÜV NORD Georgien-GEOTÜV GmbH i.L., Tbilisi, Georgia 51.00
TÜV NORD HOLDING Verwaltungsgesellschaft mbH, Hamburg, Germany
TÜV NORD International Verwaltungs GmbH
100.00
(formerly RWTÜV International GmbH), Essen, Germany 100.00
57

Name and place of registration Share of capital in %
TÜV NORD MPA Verwaltungs GmbH, Leuna, Germany 100.00
TÜV NORD ROMANIA S.R.L., Bucharest, Romania 100.00
TÜV NORD SecurITY GmbH & Co. KG, Hamburg, Germany 100.00
TÜV NORD SecurITY Verwaltungs GmbH, Hamburg, Germany 100.00
TÜV NORD Service Verwaltungs GmbH, Hanover, Germany 100.00
TÜV NORD STRASSENVERKEHR Verwaltungsgesellschaft mbH, Hanover, Germany 100.00
TÜVNORD SysTec Verwaltungs GmbH, Hamburg, Germany 100.00
TÜV NORD TS Verwaltungs GmbH, Hamburg, Germany 100.00
TÜV NORD Ukraina GmbH, Donezk, Ukraine 100.00
TÜV NORD Umweltschutz Rostock Verwaltungs GmbH, Rostock, Germany 100.00
TÜV NORD Umweltschutz Verwaltungs GmbH, Hamburg, Germany 100.00
TÜV Teknik Kontrol ve Müsavirlik A.S., Istanbul, Turkey 57.00
TÜV UK Quality Assurance Ltd., London, United Kingdom 100.00
UAB TÜV Nord Baltik, Vilnius, Lithuania 100.00
Verkehrsfachschule TÜV NORD GmbH, Harrislee, Germany 100.00
W & I Verwaltungs GmbH, Leuna, Germany 100.00
Associated companies
AF-TÜV NORD AB, Göteborg, Sweden
National Inspection and Technical Testing Company Ltd.
50.00
(FAHSS), Damman, Saudi-Arabia 25.11
RWTÜV-SIWA Co., Ltd., Bangkok, Thailand 50.99
Tianjin Debei Management Consulting Co., Ltd., Tianjin, China 25.00
TÜV NORD-DIEKS GmbH, Dnepropetrowsk, Ukraine 40.00
UAB TÜVLITA, Vilnius, Lithuania 50.00
Other shareholdings
ADUG-Arbeits-, Daten-, Umwelt- und Gesundheitsschutz GmbH, Hagen, Germany 50.00
ARGE “Technische Prüfstelle für den Kraftfahrzeugverkehr 21” GbR, Dresden, Germany 20.00
Fahrsicherheitszentrum am Nürburgring GmbH & Co. KG, Nürburg, Germany 9.09
Fahrsicherheitszentrum am Nürburgring Verwaltungs GmbH, Nürburg, Germany 9.09
FSD Fahrzeugsystemdaten GmbH i.G., Dresden, Germany 13.43
Gesellschaft für Anlagen- und Reaktorsicherheit (GRS) mbH, Cologne, Germany 8.00
ONE/TÜV/BV Technische Inspektions GmbH, Essen, Germany 33.33
RWTÜV Iran PJC, Tehran, Iran 49.00
RWTÜV (Hangzhou) Ltd. Co., Hangzhou, China 50.00
RWTÜV Middle East Co. W.L.L., Manama, Bahrain
VERITÜV Internationale Agentur für Beratungs- und
25.10
Prüfdienstleistungen EWIV, Essen, Germany 50.00
VIA Consult GmbH & Co. KG, Olpe, Germany 2.50
VIA Consult Verwaltungs-GmbH, Olpe, Germany 2.50
58

Annual Report 2004
Published by:
TÜV NORD GmbH
Conception, Editing, Realisation:
Public Relations Department
TÜV NORD GmbH
Günter F. Rump
Layout:
Corporate Development
TÜV NORD GmbH
Peter Ruppelt
Typesetting and Lithography:
BIS Behle GmbH
Printed by:
Werbedruck Aug. Lönneker
GmbH & Co. KG
Illustrations:
TÜV NORD Group
gettyimages
CP/COMPARTNER
All rights reserved

TÜV NORD GmbH
30519 Hannover
Am TÜV 1
Tel. +49 (0) 511 986-0
Fax +49 (0) 511 986-1237
hannover@tuev-nord.de
www.tuev-nord.de