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Annual Report 2005 - Walter Meier

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WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

Customer Benefits


The beginning<br />

In 1937 <strong>Walter</strong> <strong>Meier</strong> established a company for tools and machine<br />

tools which has since become an industry leader.<br />

Development<br />

In 1972 the second generation took over managerial responsibility.<br />

With great initiative, Dr. Reto E. <strong>Meier</strong> subsequently led<br />

the company's expansion into an internationally active group.<br />

In 1976 WMH was established, whose shares have been listed<br />

on the Swiss Exchange since 1985.<br />

Activities<br />

The activities of WMH focus on three areas: tools, air conditioning,<br />

and heating. The main emphasis is on manufacturing and<br />

distributing leading-edge tools, machine tools, and systems<br />

for woodworking and metalworking, air conditioning, and<br />

heating. In all fields of activity the company holds, or strives<br />

for, positions of international market leadership (for heating<br />

systems, in Switzerland only).<br />

WMH operating companies<br />

WMH Tools<br />

WMH Tool Group, <strong>Walter</strong> <strong>Meier</strong>, Mato<br />

WMH Air Conditioning<br />

Axair, Axair D, Axair F, Axair Climate, AxEnergy,<br />

Axair Far East, Axair Kobra, Axair Nortec, Draabe,<br />

Charles Hasler, Nordmann, Novasina<br />

WMH Heating<br />

Vescal, Oertli Service<br />

Leading brands<br />

WMH Tools<br />

DC Swiss, Fanuc, Jet, Kennametal, Maier, Nakamura,<br />

Powermatic, Toyoda, Waxmaster, Wilton<br />

WMH Air Conditioning<br />

Airwell, Alco, Axair, Blue Box, Bock, Carrier, Condair,<br />

Copeland, Defensor, Draabe, Fujitsu, Hitachi, Luve Contardo,<br />

Nordmann, Nortec, Novasina, Sanyo, Stulz, Wessamat<br />

WMH Heating<br />

De Dietrich, Elcalor, Kampmann, Lindner, Metalplast,<br />

Oertli, Schrag, tabs, Vogel & Noot


WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

WMH Group and<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG


Contents<br />

Chairman’s report 1<br />

Key figures at a glance 2<br />

Group structure 4<br />

Organization 5<br />

WMH Tools Customer Interview: “Quality is paramount” 9<br />

Decisive progress achieved 10<br />

WMH Air Conditioning Customer Interview: “We work hand in hand” 13<br />

Expectations not quite fulfilled 14<br />

WMH Heating Customer Interview: “Product and services are right” 17<br />

Very strong again 18<br />

Corporate Governance Corporate Governance 22<br />

Group structure and shareholders 22<br />

Capital structure 22<br />

Board of Directors 23<br />

Group Management 26<br />

Compensation, participation programs, and loans 28<br />

Shareholders’ rights of participation 29<br />

Change of control and defense measures 29<br />

Auditors 30<br />

Information policy 30<br />

Addresses 31<br />

Financial <strong>Report</strong> WMH Group and<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG Inside back flap


Chairman’s report<br />

It was an intensive year, but WMH is now a source of pleasure<br />

again. The extent of the challenges has not diminished. What is<br />

important though, is that successes are on the increase. Almost<br />

everywhere I looked in WMH in the reporting year had pleasing<br />

developments to show.<br />

In the WMH Tools business segment, WMH Tool Group made<br />

decisive progress. Its retail activities, especially in association with<br />

home centers, delivered substantially improved results. Business<br />

where margins are under heavy pressure was deliberately avoided,<br />

which inevitably caused sales to contract. Industrial activities,<br />

for example with metalworking machines and workholding<br />

systems, developed positively. There was new dynamism in our<br />

woodworking machines with the Jet and Powermatic brands. The<br />

market echo from many new activities – especially in marketing<br />

and with innovations – was in many places euphoric. Particularly<br />

dynamic business was experienced by WMH Tool Group in<br />

Europe and the adjacent countries. On the other hand, there is<br />

still potential for improvement in earnings. Also within WMH<br />

Tools, <strong>Walter</strong> <strong>Meier</strong> Group put up a successful fight with tools<br />

and machine tools in the still-shrinking Swiss market. It’s also<br />

wonderful that a decades-old vision will become reality: In the<br />

future, there will also be activities in neighboring countries.<br />

WMH Air Conditioning achieved many outstanding successes<br />

and results. This applies to the air conditioning activities of the<br />

Axair Group generally. Especially pleasing were substantial orders<br />

for gas turbine cooling. But there is no rule without exceptions.<br />

In WMH Air Conditioning some of the exceptions were major. In<br />

four European countries the cool summer caused greatly reduced<br />

demand in our unit air conditioning activities. In Great Britain, the<br />

concerns continued, but with patches of light towards year-end.<br />

Regrettably, the remaining goodwill had to be written off. The other<br />

companies and activities in this business segment performed well.<br />

Star of the reporting year was, for once, WMH Heating. The<br />

strong construction industry in conjunction with excellent efforts<br />

of our own brought very good results. This applies to the consistently<br />

good, indeed improved, performance of Oertli Service.<br />

Vescal was especially brilliant. In all of its activities, especially<br />

in heat distribution and heat generation, and particularly with<br />

alternative energy products, strong growth was attained.<br />

Taken overall, the results of WMH have improved enormously,<br />

also with regard to quality. This is partly because one after the<br />

other all WMH business segments are now contributing to the<br />

overall result in proportion to their size. The stock exchange<br />

valuation of WMH increased sharply, but is still not satisfactory.<br />

In <strong>2005</strong>, the WMH Group generated net sales of CHF 690.0 million<br />

(CHF 707.9 million). As mentioned above, the decline is due to<br />

partly more selective sales in the American retail business and the<br />

weak unit air conditioners business. EBITA increased to CHF 33.6<br />

million (CHF 26.8 million). Net income rose to CHF 21.3 million<br />

(CHF -9.1 million) and free cash flow was CHF 18.6 million (CHF<br />

36.9 million). Earnings per share were CHF 9.94.<br />

1<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

The <strong>Annual</strong> Meeting of Shareholders in <strong>2005</strong> decided to reduce<br />

the WMH share capital by CHF 5 million through retirement of<br />

reserve shares. This will avoid a potential dilution of the earnings<br />

per share. The Board of Directors of WMH is unanimous in its<br />

resolve to enhance shareholder value. This means that in the<br />

future, shareholders will receive a greater share of earnings in the<br />

form of dividends. At the <strong>Annual</strong> Meeting of Shareholders in<br />

2006, a highest-ever dividend of CHF 5.00 per share will be<br />

proposed.<br />

Heinz Roth, of Uitikon, was newly elected to the Board of Directors.<br />

In the reporting year, the WMH Board of Directors and Group<br />

Management worked intensively together on strategic issues.<br />

Despite largely stagnating markets, the WMH strategy promises<br />

sustainable, if only moderate, growth in sales and, above all,<br />

earnings.<br />

As always, I especially wish to thank our stakeholders most<br />

cordially. Above all, our valued customers, since it has been<br />

clear to us for years that without customers there is no business<br />

and without business no earnings. This year’s annual report<br />

underscores our commitment in this respect. My thanks go next<br />

to our employees, who have our trust and respect, and I hope that<br />

we have theirs as well. My thanks also go to all other stakeholders<br />

without whom we could not achieve anything. Last, but not least,<br />

I thank our shareholders for their patience and their loyalty to<br />

WMH.<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

Dr. Reto E. <strong>Meier</strong><br />

Chairman of the Board of Directors


Key figures at a glance<br />

WMH Group<br />

CHF mil. 2002 2003 2004 <strong>2005</strong><br />

Net sales 756.4 693.3 707.9 690.0<br />

EBITA 38.1 17.7 26.8 33.6<br />

Net income/loss 20.6 -9.9 -9.1 21.3<br />

Cash flow from operating activities 36.0 19.8 47.3 27.5<br />

Cash flow from investing activities -30.3 -7.4 -10.4 -8.9<br />

Free cash flow/cash drain(-) 5.7 12.4 36.9 18.6<br />

Current assets 312.5 263.2 267.6 269.2<br />

Long-term assets 141.0 110.9 78.6 82.9<br />

Liabilities 289.1 236.0 223.6 214.1<br />

of which interest-bearing 113.3 80.2 67.5 59.2<br />

Shareholders’ equity 164.4 138.1 122.7 138.0<br />

Return on shareholders’ equity (ROE) % 13.6 -6.5 -6.7 16.3<br />

Return on total assets used for operations (ROA) % 11.9 5.5 8.1 11.2<br />

Return on net sales (ROS) % 2.7 -1.4 -1.3 3.1<br />

Number of employees (year-end) 1903 1779 1834 1763<br />

Key figures in USD and EUR<br />

(All figures are converted at the year-end exchange rate) 2004 <strong>2005</strong> 2004 <strong>2005</strong><br />

USD mil. USD mil. EUR mil. EUR mil.<br />

Net sales 625.5 524.6 458.6 443.2<br />

EBITA 23.7 25.5 17.4 21.6<br />

Net income/loss -8.1 16.2 -5.9 13.7<br />

Cash flow from operating activities 41.8 20.9 30.7 17.7<br />

Cash flow from investing activities -9.2 -6.8 -6.7 -5.7<br />

Free cash flow/cash drain(-) 32.6 14.1 23.9 11.9<br />

Current assets 236.5 204.7 173.4 172.9<br />

Long-term assets 69.5 63.0 51.0 53.3<br />

Liabilities 197.6 162.8 144.9 137.5<br />

of which interest-bearing 59.7 45.0 43.7 38.0<br />

Shareholders’ equity 108.4 104.9 79.5 88.6<br />

Year-end exchange rate USD 1.1316 1.3153<br />

Year-end exchange rate EUR 1.5434 1.5568<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

2002 2003 2004 <strong>2005</strong><br />

Dividend income CHF mil. 24.0 11.5 17.1 27.1<br />

Net income CHF mil. 7.0 2.0 2.9 11.7<br />

Share price year-end (adjusted) CHF 59.45 63.25 64.00 86.30<br />

Dividend per -A- registered share (adjusted) CHF 3.25 0.00 0.00 5.00


Net sales<br />

CHF mil.<br />

800<br />

700<br />

600<br />

500<br />

400<br />

300<br />

200<br />

100<br />

0<br />

Net income/loss<br />

CHF mil.<br />

30<br />

25<br />

20<br />

15<br />

10<br />

5<br />

0<br />

-5<br />

-10<br />

2000 2001 2002 2003 2004 <strong>2005</strong><br />

2000 2001 2002 2003 2004 <strong>2005</strong><br />

Breakdown of net sales by business segment<br />

CHF mil.<br />

WMH Tools 290.0 (42.0%)<br />

WMH Air Conditioning 231.9 (33.6%)<br />

WMH Heating 168.1 (24.4%)<br />

Breakdown of net sales by geographical segment<br />

CHF mil.<br />

Switzerland 299.8 (43.5%)<br />

Other Europe 128.4 (18.6%)<br />

North America 243.7 (35.3%)<br />

Other markets 18.1 (2.6%)<br />

EBITA<br />

CHF mil.<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

2 3<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

2000 2001 2002 2003 2004 <strong>2005</strong><br />

Cash flow from operating activities<br />

CHF mil.<br />

50<br />

40<br />

30<br />

20<br />

10<br />

0<br />

2000 2001 2002 2003 2004 <strong>2005</strong><br />

Distribution of value added<br />

Share of net sales revenue 2004 <strong>2005</strong><br />

CHF mil. CHF mil.<br />

Input (purchases of raw materials, components, supplies, etc.) 563.1 538.6<br />

Depreciation and amortization 37.0 12.2<br />

Employees 151.0 154.1<br />

Shareholders 2.4 0.1<br />

Government 23.3 25.2<br />

Creditors 5.7 4.9<br />

Company (including share of minority interests in net income) -11.6 21.2<br />

Net sales revenue 770.9 756.3


Group structure<br />

WMH Tools<br />

WMH Tool Group<br />

Machines for woodworking and metalworking<br />

Systems for material handling and workholding<br />

Hand tools, power tools<br />

<strong>Walter</strong> <strong>Meier</strong> Group<br />

Tools and machine tools<br />

WMH Air Conditioning<br />

Axair Group<br />

Humidification systems<br />

Systems for air conditioning<br />

Adiabatic humidification and cooling systems<br />

Charles Hasler<br />

Refrigeration components<br />

WMH Heating<br />

Vescal<br />

Components for heating systems<br />

Oertli<br />

Maintenance of heating systems<br />

WMH Tools Dr. Jacques Sanche<br />

WMH Tool Group Dr. Jacques Sanche<br />

Industrial (USA) Dr. Jacques Sanche<br />

Retail (USA) Randy Chambers<br />

Europe (CH) Marcel Baumgartner<br />

<strong>Walter</strong> <strong>Meier</strong> Group Roberto Ettlin<br />

Machines (CH) Hans Schaad<br />

Tools (CH) Hans Peter Jost<br />

Mato (CH) Bruno Rieser<br />

WMH Air Conditioning Hans-Peter Diener<br />

Axair Group Hans-Peter Diener<br />

Axair (CH) Raimund Baumgartner<br />

Axair (D) Hans-Joachim Socher<br />

Axair (F) Denis Haton<br />

Axair Climate (UK) John Hatton<br />

AxEnergy (CH) Rolf Padrutt<br />

Axair Far East (CN) Lawrence Tse<br />

Axair Kobra (CH) Ueli Grossenbacher<br />

Axair Nortec (CA) Urs X. Schenk<br />

Draabe (D) Tomas Kleitsch<br />

Charles Hasler (CH) Karl Baumann<br />

Nordmann (CH) Christian Werro<br />

Novasina (CH) Moritz Hänsli<br />

WMH Heating Hans-Peter Diener<br />

Vescal (CH) <strong>Walter</strong> Schärer<br />

Oertli Service (CH) Martin Kaufmann


Organization<br />

Board of Directors<br />

Name and nationality Year of birth Position Elected Term of office ends<br />

Dr. Reto E. <strong>Meier</strong> 1943 Chairman of the 1976 2008<br />

Swiss Board of Directors<br />

(non-executive)<br />

Prof. Dr. Kurt Schiltknecht 1941 Vice Chairman of the 1990 2008<br />

Swiss Board of Directors<br />

(non-executive)<br />

Gottlieb Knoch 1) 1942 Member of the Board of Directors 2001 2007<br />

Swiss (non-executive)<br />

Werner Kummer 1947 Member of the Board of Directors 2003 2006<br />

Swiss (non-executive)<br />

Heinz Roth 1954 Member of the Board of Directors <strong>2005</strong> 2008<br />

Swiss (non-executive)<br />

Group<br />

Management as of December 31, <strong>2005</strong><br />

Name and nationality Year of birth Position<br />

Hans-Peter Diener 1955 CEO, WMH Air Conditioning<br />

Swiss<br />

Daniel Maissen 1959 CFO<br />

Swiss<br />

Dr. Jacques Sanche 1965 WMH Tools<br />

Swiss/Canadian<br />

Martin Scholl 2) 1961 WMH Heating<br />

Swiss<br />

Group<br />

Management as of January 1, 2006<br />

Auditors<br />

1) Retires on date of annual shareholders’ meeting 2006<br />

2) Resigned on December 31, <strong>2005</strong><br />

Name and nationality Year of birth Position<br />

Hans-Peter Diener 1955 CEO, WMH Air Conditioning, WMH Heating<br />

Swiss<br />

Daniel Maissen 1959 CFO<br />

Swiss<br />

Dr. Jacques Sanche 1965 WMH Tools<br />

Swiss/Canadian<br />

Statutory auditors/Group auditors Duration of mandate Auditor in charge Assumption of office of auditor in charge<br />

Ernst & Young AG 1979–<strong>2005</strong> Willi Holdener 2003<br />

Zurich<br />

4<br />

5<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong>


Correct identification and optimal<br />

satisfaction of customer requirements are crucial.<br />

For everyone!


WMH Tools<br />

“To provide an optimal service to Bobst and<br />

other customers in western Switzerland,<br />

we program the machine controls in French,<br />

for example. We also have a French-speaking<br />

service technician permanently on call.“<br />

Bruno Rieser, President, Mato


Quality<br />

is paramount.<br />

Since <strong>2005</strong>, Bobst SA of Lausanne uses four Mato milling<br />

machines for training apprentices. Bobst Group is the worldleading<br />

supplier of equipment and services for the folding<br />

carton, corrugated board, and flexible materials industries. Chief<br />

Purchaser Jean-Michel Jordan, who has been buying tools from<br />

<strong>Walter</strong> <strong>Meier</strong> for years, is now convinced by the manufacturing<br />

solutions from Mato.<br />

Jean-Michel Jordan, how many people does Bobst Group employ?<br />

Worldwide, Bobst has about 6 000 employees. In Switzerland, it’s<br />

about 2400.<br />

What corporate values apply to your area of responsibility?<br />

Bobst has high quality standards. Those apply to purchasing.<br />

We buy high quality at good prices. Since we export almost 95%<br />

of our products, we’re exposed to heavy pressure on prices.<br />

However, we don’t compromise on quality, because that’s where<br />

we see our competitive edge over the international competition.<br />

So you chose Quaser milling machines for quality and cost reasons?<br />

Yes, the four Quaser 154 PL milling machines offer very good<br />

CNC technology at a fair price. What also decided us, though,<br />

was the short delivery time. After placing the order, we received<br />

the first two machines within three months. What was also<br />

important for us was the guarantee that we could obtain service<br />

at any time. Round-the-clock service availability is becoming<br />

increasingly important.<br />

Where are the machines used?<br />

We bought them specially for training apprentices. We teach<br />

most of the specialist technical knowledge inside the company.<br />

For that we need state-of-the-art machines. We’re also planning<br />

to use the Quaser milling machines in production.<br />

As a purchasing specialist you were presumably able to negotiate<br />

favorable terms?<br />

Mato gave our apprentice instructors very good training on the<br />

machines.<br />

8<br />

9<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong>


WMH Tools<br />

WMH Tools: Decisive progress achieved<br />

WMH Tools delivered even better results and sharply higher<br />

EBITA. The focus was still on stabilizing WMH Tool Group. Its<br />

reorganization was successfully continued.<br />

In the reporting year, WMH Tool Group concentrated on improving<br />

the retail business and increasing its profitability. The Retail<br />

and Industrial divisions were defined more sharply and aligned<br />

more closely to their customer segments. In the retail business, an<br />

efficiently designed logistics chain along with price adjustments<br />

allowed margins to be increased. The product mix was also<br />

improved. In the industrial business, WMH Tool Group increased<br />

its competitiveness through innovative products and a new<br />

corporate identity.<br />

Pleasing results came from the <strong>Walter</strong> <strong>Meier</strong> Group with Mato.<br />

The company surpassed its solid result of the previous year.<br />

Upswing in the American industrial business<br />

In the USA, the market for industrial products developed positively.<br />

WMH Tool Group expanded market shares in metalworking and<br />

successfully defended its leading position in North America with<br />

workholding systems. The company convinced with the strong Jet,<br />

Powermatic, and Wilton brands as well as a further attractive<br />

product assortment. Natural disasters and spiking oil prices made<br />

consumers in the USA cautious. This had a negative impact on the<br />

woodworking machines business.<br />

Markets expanded<br />

WMH Tool Group further strengthened its presence in Europe.<br />

Growth was again strongest in the countries of the former Soviet<br />

Union.<br />

<strong>Walter</strong> <strong>Meier</strong> asserted itself in a still stagnant market. The company<br />

expanded its product offering with a new distributor and a<br />

targeted acquisition. With Mato, the <strong>Walter</strong> <strong>Meier</strong> Group is now<br />

also active in neighboring countries.<br />

Successfully innovative<br />

In <strong>2005</strong>, WMH Tools placed great emphasis on innovations. The<br />

new Powermatic table saw from WMH Tool Group was one of<br />

the most innovative products in the industry. For woodworkers,<br />

WMH Tool Group now offers Jet branded workholding systems.<br />

The focus on three brands – Wilton and Jet for metalworking and<br />

Jet and Powermatic for woodworking – was aggressively continued.<br />

<strong>Walter</strong> <strong>Meier</strong> successfully added long-bed lathes to its machine<br />

tool offering and completed its product assortment with vertical<br />

machining centers for manufacturing precision parts. The tools<br />

business benefited from the improved market situation as well as<br />

the innovative strength of its main supplier, Kennametal.<br />

Organization strengthened<br />

WMH Tool Group put great efforts into improving its organization<br />

in the USA. Customers were clearly assigned to either the industrial<br />

or retail channel. The product development processes are<br />

now also separated from each other. The clear customer focus<br />

strengthens the competitive position of WMH Tool Group. More<br />

professional logistics processes also enabled inventories to be<br />

reduced.<br />

Committed: to the environment and to employees<br />

WMH Tool Group worked continuously on optimizing freight<br />

routes. With new IT processes it succeeded in reducing the number<br />

of shipments for the same volume of goods. In Taiwan, an employee<br />

benefit plan was introduced.<br />

Top: Maurice Dumas, Head of Apprentice Training at Bobst instructs<br />

Ophélie Girard on the Quaser milling machine.<br />

Bottom: With colleague Enrique Chevalley and Michel Mahon, Mato<br />

representative for western Switzerland, Maurice Dumas tests the functions<br />

of the new machine.


Risk management<br />

Metal and oil prices are the biggest risks for WMH Tool Group.<br />

A further risk factor is decoupling of the Chinese yuan from the<br />

US dollar. The oil price risk was limited by means of an annual<br />

contract and a maximum price agreement for incoming shipments.<br />

Financial results show improvement<br />

WMH Tools made decisive progress in the reporting year. For the<br />

first time in three years, WMH Tool Group earned an operating<br />

profit again. This was despite higher provisions. The profit was<br />

the result of good margin management and efficient cost control.<br />

Even so, WMH Tool Group still did not fulfill all expectations.<br />

<strong>Walter</strong> <strong>Meier</strong> improved its income, while Mato remained stable at<br />

a high level.<br />

At the end of the <strong>2005</strong> business year, WMH Tools reported net<br />

sales of CHF 290.0 million, which was a decrease of 6.6% from<br />

2004. EBITA at CHF 6.5 million was 191.6% above the previous<br />

year.<br />

In 2006, WMH Tool Group will strengthen its organization further<br />

with the objective of gaining market shares and increasing sales.<br />

Emphasis will be on sales and marketing activities. With a more<br />

attractive product assortment, <strong>Walter</strong> <strong>Meier</strong> will strengthen its<br />

market position and through Mato expand further geographically.<br />

Key figures<br />

CHF mil. 2002 2003 2004 <strong>2005</strong><br />

Net sales 394.6 319.6 310.5 290.0<br />

EBITA 13.6 -0.3 2.2 6.5<br />

EBITA margin (%) 3.4 -0.1 0.7 2.2<br />

ROA (%)<br />

*Incl. goodwill<br />

7.5 -0.2 1.2* 4.4*<br />

Number of employees<br />

2002 2003 2004 <strong>2005</strong><br />

Average 733 604 569 578<br />

Change Y-on-Y (%) 101.4 -17.6 -5.8 1.6<br />

Net sales 2002–<strong>2005</strong><br />

CHF mil.<br />

02<br />

03<br />

04<br />

05<br />

0<br />

Net sales by geographical segment<br />

CHF mil.<br />

10<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

Switzerland 57.1 (19.7%)<br />

Other Europe 10.7 (3.7%)<br />

North America 215.5 (74.3%)<br />

Other markets 6.7 (2.3%)<br />

11<br />

40 80 120 160 200 240 280 320 360 400


WMH Air Conditioning<br />

“When the installation work was complete, together with Philippe Schafroth<br />

we organized a workshop at Manor for everyone involved. At the workshop we<br />

taught the building technicians how to manage the new systems.<br />

The benefit is that they now have personal contact with our service people.”<br />

Albert Pochon, Executive Vice President, Axair Kobra


We work hand<br />

in hand.<br />

Philippe Schafroth is a consulting engineer for heating, ventilation,<br />

and air conditioning (HVAC) systems and manages the consulting<br />

firm KBS Etudes in Lausanne. His company mainly implements<br />

large projects. These frequently involve collaboration with Axair<br />

Kobra. Recently, the two partners created an optimal indoor air<br />

climate in the newly refurbished Manor department store at Vevey.<br />

Philippe Schafroth, how does a good HVAC supplier convince<br />

you?<br />

Primarily through its products. I’m looking for the best technology<br />

with an optimal price/performance relation. The services are also<br />

important.<br />

How long have you been working with Axair Kobra?<br />

For about 20 years!<br />

Why do you go on choosing Axair Kobra?<br />

Axair Kobra offers a complete product assortment. Not many<br />

suppliers do. The collaboration also works very well. There’s trust,<br />

and everyone knows what everyone else needs. For me, Axair<br />

Kobra isn’t just a supplier but a partner. Together, we work out<br />

solutions for an optimal indoor air climate for our customers.<br />

Since 2003 you’ve been implementing a project for Manor in<br />

Vevey. How did Axair Kobra get involved and what’s the project?<br />

At Manor there was a fault in the building cooling system. The<br />

fault had to be corrected immediately, so I contacted Axair Kobra.<br />

Their ability to provide a good service promptly was decisive. For<br />

the HVAC system, Manor wanted a single supplier that could<br />

deliver all the products. That also made Axair Kobra the right<br />

partner. As well as that, the good performance parameters of the<br />

products were convincing.<br />

What systems were installed and what do you mean by performance<br />

parameters?<br />

There were chillers, humidifiers, and hot-air door curtains. The<br />

products installed belong to the latest generation and are all highly<br />

eco-efficient. That’s what I mean by good performance parameters.<br />

How does Manor benefit?<br />

Manor now has the latest technology, which saves it a lot of<br />

money. The systems are so efficient that energy consumption was<br />

cut by about one third.<br />

12<br />

13<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong>


WMH Air Conditioning<br />

WMH Air Conditioning: Expectations not quite fulfilled<br />

WMH Air Conditioning suffered from the cool summer, which<br />

was the main reason why targets in some areas were not met.<br />

On the other hand, strong innovations brought good results. In<br />

the intensive fight for market shares, WMH Air Conditioning<br />

asserted itself well.<br />

In the reporting year, WMH Air Conditioning implemented the<br />

corporate strategy as planned. Central to this was building up and<br />

expanding the three core businesses of the Axair Group. This<br />

meant pushing the joint development process in air humidification<br />

and extending the range of distribution products in dehumidification.<br />

Although the activities with adiabatic humidification systems<br />

accelerated, business in the NAFTA market developed slowly.<br />

Hard fight for market shares<br />

Developments in the markets of WMH Air Conditioning were<br />

varied. Whereas the air conditioning market collapsed due to low<br />

temperatures in the summer and strong competition from Asia,<br />

air humidification fulfilled expectations. Efficiency improvements<br />

and price increases largely compensated for the higher raw<br />

material prices.<br />

The fight for market shares became more intense. With few<br />

exceptions, WMH Air Conditioning strengthened its market positions.<br />

In some cases that went hand-in-hand with a realignment<br />

of the product mix. There was pleasing demand for the gas-turbine<br />

cooling products.<br />

Axair Kobra technician Pierre-André Rossier tests<br />

the Carrier chillers at Manor in Vevey.<br />

In all companies, customer requirements were regularly surveyed<br />

and met. Training courses and presentations to customers, backed<br />

up with visits to suppliers, are just as important a part of customer<br />

care as a high level of service. Supply capability and service level<br />

were improved further.<br />

Products added and brands strengthened<br />

In the reporting year, WMH Air Conditioning successfully continued<br />

its concentration on strong brands and kept pace with the innovation<br />

cycle. The unit air conditioners range was expanded with<br />

new units under Axair Air Conditioning’s own brand. Humidification<br />

systems were extended into the lower price segment.<br />

The Mk5 steam humidifier gained further market shares. The GS<br />

range of gas-driven steam humidifiers was consistently strong.<br />

The successful eco-efficient Condair Dual 2 air humidifier was<br />

relaunched with a new post-evaporation concept. In Germany,<br />

the next generation of the service-friendly container system for<br />

printing industry customers was introduced.<br />

Data basis and processes improved<br />

In various areas, WMH Air Conditioning introduced first key<br />

performance indicators. These allow the need for managerial<br />

intervention to be recognized promptly and corresponding<br />

corrective action taken. Parallel, the cross-company organizational<br />

development project that has been running for several<br />

years was continued as planned. It aims to introduce best practice<br />

processes.<br />

Human resources highly important<br />

Company-specific education programs and external training<br />

courses, complemented by a central evaluation system, ensure a<br />

high level of competence and satisfied employees. For many years,<br />

special attention has been given to apprentice training.<br />

Equally important is ongoing education of customers and partners.<br />

The Axair Group, for instance, visited suppliers, customers, and<br />

trade exhibitions with two Roadshow Mobiles. A tradition has<br />

also been established with its “Air Conditioning Forums” in Germany.


New standards for the environment<br />

WMH Air Conditioning is represented on the specialist committees<br />

for environmentally compliant refrigerants and hygiene in<br />

the ventilation and air conditioning area. The main suppliers are<br />

trailblazers in researching and applying environmentally friendly<br />

refrigerants. WMH Air Conditioning further expanded its leading<br />

position in implementing environmentally friendly adiabatic<br />

humidification systems. Adiabatic systems demonstrate constant<br />

growth rates with a top priority being given to hygiene. In this<br />

connection, a company of the Axair Group received an award<br />

from the “Printing and Paper” industry association for exemplary<br />

hygiene.<br />

Minimize risks<br />

Risks are continuously monitored, evaluated, and where necessary,<br />

eliminated. The pressure on margins in recent years caused<br />

individual manufacturers to start, or consider, selling through their<br />

own distribution companies. WMH Air Conditioning expanded its<br />

service offerings to match this trend.<br />

Financial results below expectations<br />

On the whole, WMH Air Conditioning performed less well than<br />

anticipated. On the one hand, air humidification systems and<br />

products for cooling gas turbines surpassed expectations. On the<br />

other, air conditioning activities fell short of their targets, mainly<br />

due to the low summer temperatures.<br />

However, distribution of components for refrigeration, air conditioning,<br />

and heat pump systems delivered pleasing results, even if<br />

the expectations were not completely fulfilled. Although major<br />

orders were received for the gas turbine activities, this business<br />

remains volatile. Highly promising orders were also received from<br />

the American printing industry for humidification systems. Business<br />

development in the NAFTA market will be continued.<br />

In fiscal year <strong>2005</strong>, sales by WMH Air Conditioning amounted to<br />

CHF 231.9 million, which relative to 2004 is a decrease of 1.1%.<br />

EBITA at CHF 15.9 million was 13.8% below the previous year.<br />

In <strong>2005</strong>, intensive foundations were laid for further success. In the<br />

UK, for instance, WMH Air Conditioning established itself with<br />

humidification activities for the printing industry. Entry into the<br />

Chinese and Japanese markets also opens up attractive prospects.<br />

New innovations promise success. The sales and marketing<br />

companies will strengthen their position with a more clearly<br />

defined profile and comprehensive product range.<br />

14<br />

15<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

Key figures<br />

CHF mil. 2002 2003 2004 <strong>2005</strong><br />

Net sales 205.0 215.7 234.5 231.9<br />

EBITA 18.4 13.7 18.5 15.9<br />

EBITA margin (%) 9.0 6.4 7.9 6.9<br />

ROA (%)<br />

*Incl. goodwill<br />

22.7 15.6 18.8* 16.2*<br />

Number of employees<br />

2002 2003 2004 <strong>2005</strong><br />

Average 624 663 693 714<br />

Change Y-on-Y (%) 20.2 6.3 4.5 3.0<br />

Net sales 2002– <strong>2005</strong><br />

CHF mil.<br />

02<br />

03<br />

04<br />

05<br />

0<br />

Net sales by geographical segment<br />

CHF mil.<br />

25 50 75 100 125 150 175 200 225 250<br />

Switzerland 77.1 (33.2%)<br />

Other Europe 115.4 (49.8%)<br />

North America 28.1 (12.1%)<br />

Other markets 11.3 (4.9%)


WMH Heating<br />

“Alpamare is one of the many facilities in Switzerland<br />

where we guarantee a 24-hour service 365 days a year.”<br />

Martin Kaufmann, President of Oertli Service


Product and<br />

services are right.<br />

In Pfäffikon, towering high above the shore of the Lake of Zurich,<br />

is the Alpamare fun and wellness park. Its impressive water slides<br />

can be seen from far away. Alpamare offers water fun for some<br />

500 000 guests throughout the year. Without reliable air and water<br />

heating systems, Alpamare would cease to function. Since 1996,<br />

Alpamare’s head of operations, Bruno Kessler, and Oertli Service<br />

AG have worked together. A successful long-term partnership.<br />

Bruno Kessler, how important is heating to you?<br />

Heating is crucial to us. We can’t afford to have problems with<br />

the heating. If guests are cold, they want their money back.<br />

Fortunately, that’s never happened here.<br />

You’ve been working with Oertli Service since 1996. How did the<br />

partnership come into being?<br />

Oertli convinced us we could switch their burners over from oil to<br />

gas without problem. This has proved to be the case for many years<br />

now. The fuel supply can be changed over both ways perfectly.<br />

Since fuel prices keep on fluctuating sharply, this flexibility is very<br />

important to us. The flue gas from gas combustion is also more<br />

environmentally friendly. That’s something we find important.<br />

The burners are one thing. What do you think of the Oertli Service<br />

services?<br />

We’re very satisfied with the service they give us. Good servicing<br />

is important to us, since we’re open 365 days a year. That’s our<br />

strength. Especially in winter we just can’t afford to have a failed<br />

burner. That’s when we need to have all four running together.<br />

Because of that, we do the annual service in midsummer. But<br />

its the emergency service that’s critical: In winter, the Oertli<br />

Service technician must come immediately if there’s a fault, even<br />

at Christmas! We don’t very often have faults, but we need to be<br />

sure everything will run smoothly if we do.<br />

Do you know the service technicians personally?<br />

Yes, that’s Guido Dobler and Robert Kürsteiner. It’s important for<br />

us always to have contact with the same people.<br />

What else is important about service?<br />

Obviously, the service has to be done perfectly. What we also<br />

appreciate is that the Oertli Service technician not only services the<br />

burner professionally but also gives us suggestions for optimizing<br />

the overall system.<br />

16<br />

17<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong>


WMH Heating<br />

WMH Heating: Very strong again<br />

WMH Heating again looks back on an extremely successful<br />

business year. Its shares of the Swiss heating market were<br />

strengthened. Sales and income increased again from an already<br />

high level.<br />

As a provider of solutions and systems in the heating sector,<br />

WMH Heating achieved very good results in the new installations,<br />

refurbishment, and maintenance businesses. Factors contributing<br />

to this success were convincing products and services as well as<br />

favorable market conditions, especially the booming construction<br />

of residential buildings. In addition, climbing oil prices and more<br />

stringent air pollution regulations made property owners and<br />

system operators increasingly aware of the need for efficient<br />

heating systems. The replacement business was also good. It was<br />

stimulated further by the severe floods in Switzerland.<br />

Offering efficient solutions<br />

Vescal continued its differentiation strategy in the reporting year.<br />

The focus was on innovative strength and energy efficiency as<br />

well as product and service quality. The three segments of heat<br />

generation, heat distribution, and components were systematically<br />

expanded.<br />

With its new slogan “Heat for Life”, Oertli Service underscored<br />

its competence as a solution provider and its even stronger<br />

alignment to a wide range of customer requirements. Although<br />

its growth potential as a pure service organization is limited, the<br />

company again optimized the efficiency of its services. To reduce<br />

its dependence on oil burner servicing, its spectrum of services<br />

was expanded.<br />

Since Oertli Induflame no longer formed part of the core strategy,<br />

it was sold to one of its main customers in June <strong>2005</strong>.<br />

Improved market position<br />

Vescal and Oertli were still operating in saturated markets and<br />

challenged by intensive predatory competition. Both companies<br />

nevertheless asserted themselves excellently and strengthened<br />

their positions. In the underfloor heating segment, Vescal defended<br />

its leading position with its own well-known Metalplast brand. In<br />

individual niches, it succeeded in gaining market shares with new<br />

products or optimized services.<br />

Expanded product portfolio<br />

Vescal expanded its product portfolio with Oertli brand pellet and<br />

wood-piece boilers. It also launched new gas-fired boilers from<br />

Remeha/De Dietrich. With air heaters and floor convectors from<br />

Kampmann, and cooling ceilings from Lindner, Vescal penetrated<br />

new market niches. After a severe setback, thermoactive building<br />

systems under the Vescal tabs brand experienced strong demand<br />

again.<br />

Burner technician Christian Menzi regulates one of<br />

the four Oertli burners at Alpamare.<br />

Oertli Service successfully sold service contracts for gas burners,<br />

heat pumps, pellet boilers, and hot water boilers and thereby<br />

complemented the core business that focuses on oil burners. With<br />

its new Comfort service, Oertli Service accepts total responsibility<br />

for a heating system and, should faults occur, coordinates with<br />

other partner companies like installation contractors, electricians,<br />

chimney sweeps, and heating oil suppliers.<br />

More efficiently organized<br />

Vescal improved its business processes and costs by expanding its<br />

headquarters building in Vevey and integrating storage space.<br />

Optimized follow-up of offers also contributed to increased<br />

efficiency. In addition, a project was launched for more systematic<br />

management of the engineering and architectural consultants. In<br />

view of the breadth and depth of the offerings, and the large<br />

number of new products and services, this consulting function is<br />

of great importance.<br />

Oertli Service expanded its information and reporting system with<br />

further important functions. These allow both service technicians<br />

and service heads to schedule dates online, which increases productivity<br />

even more. The standby service was also optimized.


Environmental awareness<br />

WMH Heating takes care to promote ecological principles.<br />

Whenever possible, goods are transported by rail, and companyinternal<br />

transfer of material is reduced to the absolute minimum.<br />

All drivers of company owned vehicles are given training in<br />

environmentally aware and safe driving at special courses. Ecobalances<br />

are drawn up annually for every company. Vescal, for<br />

instance, particularly promotes eco-efficient products like heat<br />

pumps, solar systems, and combined heating/power generation<br />

plants.<br />

Managing risks<br />

The business activities of WMH Heating are directed toward<br />

sustainable generation of cash flow. Risks are minimized by<br />

constantly analyzing the market’s behavior, as well as the quality<br />

of the services and products, and adapting them to changed<br />

conditions. Suppliers are also carefully selected and customers<br />

evaluated for creditworthiness.<br />

Outstanding financial results<br />

In the reporting year, WMH Heating clearly exceeded its targets<br />

and achieved an outstanding result at an already high level.<br />

At the end of the <strong>2005</strong> business year, WMH Heating reported net<br />

sales of CHF 168.1 million, representing an increase of 3.2% over<br />

2004. EBITA at CHF 17.3 million was 27.5% above the previous<br />

year.<br />

The growth potential for WMH Heating is limited, since its market<br />

exploitation is focused on Switzerland where the markets are<br />

saturated. However, with new products and services, a sustainable<br />

moderate increase in sales should nevertheless be possible.<br />

18<br />

19<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

Key figures<br />

CHF mil. 2002 2003 2004 <strong>2005</strong><br />

Net sales 156.8 158.0 162.9 168.1<br />

EBITA 11.5 12.2 13.5 17.3<br />

EBITA margin (%) 7.3 7.7 8.3 10.3<br />

ROA (%)<br />

*Incl. goodwill<br />

19.5 23.1 24.6* 32.9*<br />

Number of employees<br />

2002 2003 2004 <strong>2005</strong><br />

Average 528 527 519 496<br />

Change Y-on-Y (%) 0.6 -0.2 -1.6 -4.4<br />

Net sales 2002– <strong>2005</strong><br />

CHF mil.<br />

02<br />

03<br />

04<br />

05<br />

0<br />

Net sales by geographical segment<br />

CHF mil.<br />

25<br />

50<br />

75<br />

100<br />

125<br />

150<br />

175<br />

Switzerland 165.6 (98.5%)<br />

Other Europe 2.5 (1.5%)<br />

200


In the interests of its shareholders<br />

and other stakeholders, WMH is committed<br />

to good corporate governance.


Corporate Governance<br />

The following information regarding Corporate Governance<br />

complies with the requirements of the SWX Swiss Exchange. For<br />

greater clarity, some individual paragraphs have been combined<br />

under one heading.<br />

1. Group structure and shareholders<br />

Where relevant, reference is made to other information regarding<br />

Corporate Governance contained in this <strong>Annual</strong> <strong>Report</strong> or in the<br />

Financial <strong>Report</strong>. Unless stated otherwise, all information relates<br />

to the status on December 31, <strong>2005</strong>.<br />

1.1 Group structure<br />

Operational structure of the Group See page 4<br />

Information on the company’s share See Financial <strong>Report</strong>, page 5<br />

Consolidated companies See Financial <strong>Report</strong>, page 25<br />

1.2 Significant shareholders<br />

Information on significant shareholders See Financial <strong>Report</strong>, page 4<br />

There are no stockholder retainer contracts, or other similar agreements, between significant shareholders regarding the registered<br />

shares of WMH held by them, or regarding the exercise of shareholders’ rights.<br />

1.3 Cross shareholdings<br />

WMH has not entered into any cross shareholdings with other companies regarding shares or voting rights.<br />

2. Capital structure<br />

2.1 Capital<br />

Information on capital See Financial <strong>Report</strong>, page 4<br />

2.2 Authorized and conditional capital<br />

On December 31, <strong>2005</strong>, WMH had no authorized or conditional<br />

capital.<br />

2.3 Changes in capital<br />

At the <strong>Annual</strong> Meeting of Shareholders on May 2, <strong>2005</strong>, the<br />

share capital was reduced by CHF 5 million by retiring 200 000<br />

-A- registered reserve shares of CHF 25.00 nominal. The reduction<br />

in capital was recorded in the Register of Companies on August 5,<br />

<strong>2005</strong>.<br />

2.4 Shares and participation certificates<br />

Information regarding the share capital is shown on page 4 of<br />

the Financial <strong>Report</strong>. All registered shares carry equal voting<br />

rights, irrespective of their nominal value. WMH has not issued<br />

any participation certificates.<br />

2.5 Bonus certificates<br />

WMH has not issued any bonus certificates.<br />

2.6 Restrictions on transferability and nominee registrations<br />

All shareholders who are entered in the register of shareholders<br />

are entitled to vote. There are no restrictions on the acquisition or<br />

sale of shares. Registration of a registered share requires evidence<br />

of its acquired ownership or entitlement to a beneficial interest.<br />

2.7 Convertible bonds and options<br />

WMH has not issued any convertible bonds or options.


3. Board of Directors<br />

Dr. Reto E. <strong>Meier</strong>, non-executive member<br />

22<br />

23<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

Gottlieb Knoch Werner Kummer Dr. Reto E. <strong>Meier</strong> Prof. Dr. Kurt Schiltknecht Heinz Roth<br />

3.1– 3.2 Members of the Board of Directors, their activities and business interests<br />

A list of members of the Board of Directors with their nationalities, years of birth, positions held, and terms of office is contained in the<br />

table on page 5. No members of the Board of Directors were in the last three years members of WMH Group Management or of the<br />

management of a WMH company.<br />

Education/qualifications Doctor of Economics (Business Administration)<br />

Former positions included Chairman of the Board of Directors of <strong>Walter</strong> <strong>Meier</strong> AG<br />

Chairman of the Board of Directors of a mountain railway group<br />

Member of the Board of Directors of an industrial group and a bank<br />

Board member of the Swiss Association of Employers,<br />

Zurich Chamber of Commerce, Zurich Association of Employer Organizations,<br />

German-Swiss Chamber of Commerce, Japan-Swiss Chamber of Commerce<br />

Chairman of the Zurich Association of Commercial Companies<br />

Vice Chairman of the Swiss Technorama Science Center& Association<br />

for Technology&Business<br />

Present positions Chairman of the Board of Directors of Greentec AG<br />

Chairman of all WMH companies in Switzerland<br />

Chairman of the WMH Pension Foundation<br />

Honorary Member, German-Swiss Chamber of Commerce


Corporate Governance<br />

Professor Dr. Kurt Schiltknecht, non-executive member<br />

Education/qualifications Doctor of Economics<br />

Former positions included Research at the Swiss Federal Institute of Technology, Zurich, and OECD<br />

Director of the Swiss National Bank<br />

Chairman of the management committee of Nordfinanzbank<br />

Chairman of the Board of Directors of Bank Leu<br />

Member of the Governing Board of the Swiss National Bank<br />

Present positions Member of the Boards of Directors of BZ Bank, BZ Trust, Klosterfrau<br />

Chairman of the Board of Directors of Intershop<br />

Honorary professor, University of Basel<br />

Gottlieb Knoch, non-executive member*<br />

Education/qualifications Master of Engineering, Swiss Federal Institute of Technology<br />

MBA, Stanford University<br />

Former positions included McKinsey&Co.<br />

CEO Bachem<br />

Chairman of the Board of Directors and CEO of Tecan<br />

Present positions Member of the Board of Directors of Bachem AG<br />

Member of the Board of Directors of Rothschild Bank AG<br />

Werner Kummer, non-executive member<br />

Education/qualifications Master of Engineering, Swiss Federal Institute of Technology<br />

Doctor of Engineering, Milan Polytechnic<br />

MBA, INSEAD<br />

Former positions included Partner with Braxton Associates Management Consultants, Boston,<br />

London, and Paris<br />

Management positions with Pelikan Corp., Zug, and Feintool AG, Lyss<br />

CEO Schindler Elevator Ltd. (Switzerland)<br />

Executive Vice President Schindler Asia/Pacific<br />

CEO Forbo Holding AG<br />

Present positions Independent consultant incl. Senior Advisor for M&A,<br />

Schindler Management AG<br />

Member of the Board of Directors and Chairman of the Audit Committee<br />

of Bâloise Holding<br />

Chairman of the Board of Directors of Gebrüder <strong>Meier</strong> AG, Regensdorf<br />

Board Member, Zurich Chamber of Commerce<br />

Heinz Roth, non-executive member<br />

Education/qualifications Swiss Federal Diploma in Banking, Swiss Banking School,<br />

Executive Program, Stanford University<br />

Former positions included Solothurn Kantonalbank<br />

Credit Suisse Group (managerial functions in Switzerland and abroad)<br />

CEO, Credit Suisse Private Banking, Switzerland<br />

Member of Management, Credit Suisse Financial Services<br />

Present positions Independent company advisor on finance<br />

Member of the Board of Directors, Vontobel Holding AG<br />

(member of the Audit Committee, chairman of the IT Committee)<br />

Member of the Board of Directors, Bank Vontobel AG<br />

Chairman of the Davos Musical Festival Foundation<br />

* Gottlieb Knoch, who was elected to the Board of Directors in<br />

2001, has announced that he will relinquish his membership of<br />

the Board of Directors as of the date of the <strong>Annual</strong> Meeting of<br />

Shareholders on April 25, 2006.<br />

The <strong>Annual</strong> Meeting of Shareholders on May 2, <strong>2005</strong>, elected<br />

Heinz Roth, Uitikon, as new member of the Board of Directors.


3.3 Cross-involvement<br />

There are no cross-memberships between the Board of Directors<br />

of WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG and any other listed company.<br />

3.4 Elections and terms of office<br />

The Board of Directors comprises at least three members, who<br />

are each elected for three years by the General Meeting of<br />

Shareholders in different years. Information regarding the date of<br />

first election and remaining term of office of the present members<br />

is shown on page 5.<br />

All members of the Board of Directors must be shareholders,<br />

or representatives of a legal entity or company which is a<br />

shareholder of WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG.<br />

3.5–3.6 Internal organization and regulation of authorities<br />

The Board of Directors determines its organization autonomously.<br />

In particular, it determines its Chairman and its secretary, who<br />

minutes the meetings. The secretary need not be a member of the<br />

Board of Directors.<br />

The Board of Directors directs and supervises the management of<br />

the company, represents the company externally, and determines<br />

who is authorized to sign on the company’s behalf. The Board of<br />

Directors definitively resolves all matters which are not specifically<br />

defined by the law or statutes as being the responsibility of any<br />

other governing body.<br />

According to the WMH Organizational Regulations, and subject<br />

to compliance with applicable laws, the Board of Directors may<br />

delegate management in whole or in part, and/or representation<br />

of the company, to one or more members of Group Management<br />

or to third parties.<br />

The most important non-transferable and inalienable responsibilities<br />

of the Board of Directors are the following:<br />

– ultimate direction of the company and issuance of necessary<br />

instructions<br />

– definition of the form of organization<br />

– establishment of systems and procedures for accounting,<br />

financial control, and financial planning, to the extent<br />

necessary for management of the business<br />

– appointment and discharge of persons charged with<br />

managing and representing the business<br />

– ultimate supervision of the persons charged with managing<br />

the business, especially with regard to their compliance<br />

with the law, statutes, bylaws, and instructions<br />

– preparation of the <strong>Annual</strong> <strong>Report</strong>, and preparation of General<br />

Meetings of Shareholders and execution of their resolutions<br />

– notification of the legal authorities in case of insolvency.<br />

24<br />

25<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

Resolutions by the Board of Directors are determined by simple<br />

majority of the members present. Should voting for and against<br />

be equal, the Chairman has the casting vote. In the reporting<br />

year, the Board of Directors held four meetings. Further business<br />

was handled by correspondence.<br />

In view of the small Board of Directors, the formation of special<br />

standing committees was so far not appropriate. On the other<br />

hand, certain special responsibilities are held by the Chairman of<br />

the Board alone. The Board of Directors has delegated the management<br />

of ongoing business to Group Management under the<br />

Chairmanship of the CEO. Group Management provides regular<br />

information to the Board of Directors regarding the state of<br />

business of WMH. In case of need, the members of the Board of<br />

Directors may request all available information about the<br />

company. By tradition, the members of Group Management and,<br />

if necessary, other representatives of management, are invited to<br />

meetings of the Board of Directors.<br />

3.7 Information and control instruments<br />

vis-à-vis Group Management<br />

The Board of Directors bases its information on the standardized<br />

reporting which has been introduced throughout the Group, and<br />

on the associated Group instructions. The information published<br />

in the <strong>Annual</strong> <strong>Report</strong> is also based on this reporting. The auditors<br />

report to the Board of Directors any weaknesses detected while<br />

performing the annual audit of the financial statements.


Corporate Governance<br />

4. Group Management<br />

4.1– 4.2 Members of Group Management, their activities and business interests<br />

A list of the members of Group Management, with their nationalities and functions, is contained in the table on page 5.<br />

Hans-Peter Diener, executive member (CEO)<br />

Martin Scholl Dr. Jacques Sanche Hans-Peter Diener Daniel Maissen<br />

Education/qualifications Master of Engineering, Swiss Federal Institute of Technology<br />

MBA, Harvard Business School<br />

Former positions included Jacobs Suchard<br />

Member of the Management Committee of Distral<br />

Member of the Management Committee of Saurer<br />

Present positions Since 1995 member of WMH Group Management<br />

Since 2004 CEO of WMH<br />

Board member of various WMH companies<br />

Executive board member of the Harvard Club<br />

Board Member, German-Swiss Chamber of Commerce


Daniel Maissen, executive member (CFO)<br />

Education/qualifications BSc in Business Administration; MBA, Wake Forest University, USA<br />

Former positions included Head of Finance and Controlling Axair<br />

Area Controller WMH Air Conditioning<br />

Head of Controlling WMH<br />

Present positions <strong>2005</strong> CFO WMH and Member of WMH Group Management<br />

Chairman of the WMH Pension Foundation Investment<br />

Board member of various WMH companies<br />

Secretary of the WMH Board of Directors<br />

Dr. Jacques Sanche, executive member<br />

* Martin Scholl, formerly a member of WMH Group Management,<br />

relinquished this position on December 31, <strong>2005</strong>.<br />

Werner Staub, formerly CFO and a member of WMH Group<br />

Management, retired on July 31, <strong>2005</strong>.<br />

4.3 Management contracts<br />

Neither WMH nor its Group companies have entered into any<br />

management contracts with third parties except for a fee contract<br />

with Greentec AG. The corresponding payments are included in<br />

the compensation amounts to members of governing bodies shown<br />

on the next page.<br />

26<br />

27<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

Education/qualifications Doctor of Information Management, University of St. Gallen, Switzerland<br />

Former positions included IMG, Boston Consulting Group<br />

Company President of Novasina, Stäfa Wirz, Oertli Service, Vescal<br />

Present positions Since 2004 member of WMH Group Management<br />

Member of the Board of Directors, Stäfa Wirz Ventilator AG, Bern<br />

Member of WMH Pension Foundation<br />

Board member of various WMH companies<br />

Martin Scholl, executive member*<br />

Education/qualifications MBA, Graduate School of Business Administration, Zurich, and<br />

State University of New York at Albany<br />

Former positions included Swiss Bank Corporation (now UBS)<br />

Company President of Axair Kobra<br />

Head of Axair Distribution Division<br />

Present positions Since 2004 member of WMH Group Management<br />

Vice Chairman of the WMH Pension Foundation<br />

Member of the Investment Committee, WMH Pension Foundation<br />

Board member of various WMH companies


Corporate Governance<br />

5. Compensation, participation programs, and loans<br />

5.1 Content and method of determining compensation<br />

and participation programs<br />

Decisions regarding compensation, participation programs, and<br />

loans to the Board of Directors, the remuneration of the Chairman<br />

of the Board, and fees payable to Greentec AG, are made by the<br />

Board of Directors.<br />

The Chairman of the Board of Directors approves the salaries of<br />

the members of Group Management and informs the Board of<br />

Directors accordingly.<br />

On April 24, 2002, the Board of Directors enacted an option plan<br />

for managerial employees and members of the Board of Directors.<br />

The option plan expired on March 31, <strong>2005</strong>, without being<br />

exercised.<br />

5.2 Compensation of active members of governing bodies<br />

The total compensation paid to the members of Group Management<br />

for their services in reporting year <strong>2005</strong> was CHF 2.0 million.<br />

The total compensation paid to the members of the Board of<br />

Directors in the same period was CHF 1.5 million. Of this total,<br />

CHF 1.3 million was paid to the Chairman of the Board of Directors<br />

in his active function.<br />

5.3 Compensation of former members of governing bodies<br />

In the reporting year, severance payments of CHF 0.2 million<br />

were granted and paid to former members of Group Management.<br />

5.4 Allocation of shares in the reporting year<br />

No shares were allocated in the reporting year to members of<br />

the Board of Directors, Group Management, or parties related to<br />

them.<br />

5.5 Share ownership<br />

On December 31, <strong>2005</strong>, the members of Group Management<br />

and parties related to them held a total of 3 913 -A- registered<br />

shares. The members of the Board of Directors and parties related<br />

to them held either directly or indirectly a total of 480 895 -A-<br />

registered shares and 3 300 000 -B- registered shares.<br />

5.6 Options<br />

The option plan enacted by the Board of Directors on April 24,<br />

2002, expired on March 31, <strong>2005</strong>, because the minimum share<br />

price of CHF 125.00 was not attained.<br />

5.7 Additional fees and remuneration<br />

Neither the members of the Board of Directors or of Group<br />

Management, nor any persons related to them, received during<br />

the reporting year any fees or other remuneration for additional<br />

services to WMH or any of its subsidiary or affiliated companies.<br />

5.8 Loans to members of governing bodies<br />

No loans or guarantees in favor of members of governing bodies<br />

were made or promised during the reporting year.<br />

5.9 Highest total compensation<br />

The highest total remuneration to any single member of the<br />

Board of Directors was CHF 1.4 million. This was paid to the<br />

Chairman of the Board of Directors who, in addition to his fee<br />

of CHF 55 000 as Chairman, also received compensation for his<br />

active function in managing the company.


6. Shareholders’ rights of participation<br />

6.1 Restrictions on voting rights and representation<br />

There are no restrictions on voting rights. Regulations concerning<br />

evidence of share ownership and issuance of voting cards are<br />

determined by the Board of Directors.<br />

Shareholders who do not attend the General Meeting in person<br />

may only be represented at the meeting by written proxy to<br />

another shareholder. To allow voting by proxy, the company proposes<br />

to its shareholders the choice of a member of its governing<br />

bodies, or another person dependent on the company (representative<br />

of a governing body), or an independent third party.<br />

6.2 Statutory quorums<br />

The General Meeting of Shareholders may only approve the<br />

annual financial statements, and decide on the appropriation of<br />

available earnings, if it is presented with an audit report and an<br />

auditor is present at the meeting. By unanimous resolution of the<br />

General Meeting, the requirement for the presence of an auditor<br />

can be waived.<br />

There are no other statutory quorums which deviate from the law.<br />

6.3 Notification of General Meetings of Shareholders<br />

An invitation to the General Meeting is published once at least<br />

twenty days before the date of the meeting in the “Swiss Official<br />

Gazette of Commerce”. In addition, shareholders entered in the<br />

share register are invited by normal mail.<br />

7. Change of control and defense measures<br />

7.1 Duty to make an offer<br />

There is a statutory regulation regarding opting out, according to<br />

which a purchaser of shares in the company need not make a<br />

public offer according to articles 32 and 52 of the Swiss Stock<br />

Exchanges and Securities Trading Act (SESTA).<br />

7.2 Clauses on changes of control<br />

There are no clauses on change of control in favor of members<br />

of the Board of Directors or Group Management, or other<br />

managerial employees of WMH.<br />

28<br />

29<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

6.4 Agenda<br />

The Board of Directors must include on the agenda of the<br />

General Meeting of Shareholders all proposals received in writing,<br />

at least four weeks before the invitation to the meeting is sent,<br />

from shareholders who alone or together represent at least one<br />

tenth of the share capital, or shares with a nominal value of one<br />

million Swiss francs. No resolutions can be made on any matters<br />

not notified in advance according to this rule, except a proposal<br />

for holding an Extraordinary General Meeting or performing a<br />

special audit.<br />

No prior notice is required for proposals to be made in relation<br />

to items on the agenda, or of business not requiring a resolution.<br />

6.5 Entries in the share register<br />

Entries in the share register will be made up to April 18, 2006.<br />

Further entries can only be made after the <strong>Annual</strong> Shareholders’<br />

Meeting of April 25, 2006.


Corporate Governance<br />

8. Auditors<br />

8.1 Duration of mandate and term of office of the head auditor<br />

For information regarding the duration of mandate and term of<br />

office of the head auditor, see page 5.<br />

8.2 Audit fees<br />

The fees charged by Ernst & Young AG for their services in auditing<br />

the annual financial statements were CHF 0.7 million. In addition,<br />

WMH employed other auditors, whose fees are not disclosed here.<br />

8.3 Additional fees<br />

Ernst & Young AG also invoiced further fees of CHF 0.7 million for<br />

consulting services.<br />

8.4 Supervisory and control instruments vis-à-vis the auditors<br />

There are no supervisory or control instruments vis-à-vis the auditors.<br />

9. Information policy<br />

WMH provides shareholders, financial markets, and the public<br />

with regular information regarding important events. In particular,<br />

annual and semi-annual results are announced in media releases.<br />

A media conference and an analyst conference are held at least<br />

once per year.<br />

The most important information about the company, media<br />

releases, the current share price, and the <strong>Annual</strong> <strong>Report</strong> can be<br />

accessed at any time on the internet at www.wmh.ch.<br />

Important dates<br />

Financial year closes December 31<br />

Announcement of sales,<br />

forecast of results Beginning of February<br />

Publication of the <strong>Annual</strong> <strong>Report</strong> End of March<br />

<strong>Annual</strong> Shareholders’ Meeting End of April<br />

First half-year closes June 30<br />

Announcement of first-half results Mid-August


Addresses<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

Laubisrütistrasse 24<br />

8712 Stäfa<br />

Switzerland<br />

Phone +41 44 928 15 15<br />

Fax +41 44 928 15 00<br />

direct@wmh.ch<br />

www.wmh.ch<br />

WMH Tools<br />

WMH Tool Group Inc.<br />

2420 Vantage Drive<br />

Elgin, IL 60123<br />

USA<br />

Phone +1 847 851 10 00<br />

Fax +1 847 851 10 45<br />

wmh@wmhtoolgroup.com<br />

www.wmhtoolgroup.com<br />

WMH Tool Group AG<br />

Bahnstrasse 24<br />

8603 Schwerzenbach<br />

Switzerland<br />

Phone +41 44 806 47 48<br />

Fax +41 44 806 47 58<br />

info@wmhtoolgroup.ch<br />

www.wmhtoolgroup.ch<br />

WMH Tool Group Shanghai Limited<br />

135 Guang Hua Road<br />

Zhuanqiao<br />

Shanghai, 201108<br />

China<br />

Phone +86 216 489 01 47<br />

Fax +86 216 489 53 74<br />

wmh@wmhtoolgroup.com<br />

www.wmhtoolgroup.com<br />

WMH Tool Group Ltd.<br />

212 A Wilkinson Road<br />

Brampton, ON L6T 4M4<br />

Canada<br />

Phone +1 905 792 97 69<br />

Fax +1 905 792 76 70<br />

wmh@wmhtoolgroup.com<br />

www.wmhtoolgroup.com<br />

<strong>Walter</strong> <strong>Meier</strong> AG<br />

Bahnstrasse 24<br />

8603 Schwerzenbach<br />

Switzerland<br />

Phone +41 44 806 46 46<br />

Fax +41 44 806 47 47<br />

info@waltermeier.ch<br />

www.waltermeier.ch<br />

MATO CNC-Maschinen AG<br />

Auerstrasse 32<br />

9442 Berneck<br />

Switzerland<br />

Phone +41 71 722 99 90<br />

Fax +41 71 722 99 92<br />

info@matoag.ch<br />

www.matoag.ch<br />

WMH Air Conditioning<br />

Axair AG<br />

Talstrasse 35–37<br />

8808 Pfäffikon SZ<br />

Switzerland<br />

Phone +41 55 416 61 11<br />

Fax +41 55 416 62 62<br />

axair@axair.ch<br />

www.axair.ch<br />

Axair GmbH<br />

Systeme für die Luftkonditionierung<br />

Carl-von-Linde-Strasse 25<br />

85748 Garching-Hochbrück<br />

Germany<br />

Phone +49 89 326 70 0<br />

Fax +49 89 326 70 140<br />

info@axair.de<br />

www.axair.de<br />

www.klimaplus.de<br />

Axair SAS<br />

100, Bld Louis Armand<br />

Z.l. des Chanoux<br />

93331 Neuilly-sur-Marne<br />

France<br />

Phone +33 820 824 817<br />

Fax +33 143 001 928<br />

axair@axair.fr<br />

www.axair.fr<br />

Axair Climate Limited<br />

Highlands Road, Shirley, Solihull<br />

West Midlands B90 4NL<br />

United Kingdom<br />

Phone +44 121 705 76 01<br />

Fax +44 121 711 86 30<br />

response@axairclimate.co.uk<br />

www.axairclimate.co.uk<br />

AxEnergy Ltd.<br />

Talstrasse 35–37<br />

8808 Pfäffikon SZ<br />

Switzerland<br />

Phone +41 55 416 66 70<br />

Fax +41 55 416 62 62<br />

axenergy_ch@ctfog.com<br />

www.ctfog.com<br />

Axair (Beijing)<br />

Air Humidification Co., Ltd.<br />

Area C, No. 3, Guang Lian Industry Park<br />

Guang Ji Dian Yi Ti Hua Chan Ye Ji Di<br />

Tong Zhou District<br />

Beijing 101111<br />

China<br />

Phone +86 10 815 030 08/51/52<br />

Fax +86 10 815 038 70<br />

mail@axair.com.cn<br />

www.axair.com.cn<br />

Axair Kobra AG<br />

2, route des Barges<br />

1680 Romont<br />

Switzerland<br />

Phone +41 26 651 77 77<br />

Fax +41 26 651 77 70<br />

office@axairkobra.ch<br />

www.axairkobra.ch<br />

Axair Nortec Ltd.<br />

2740 Fenton Road<br />

Ottawa, Ontario K1T 3T7<br />

Canada<br />

Phone +1 613 822 03 35<br />

Fax +1 613 822 79 64<br />

nortec@humidity.com<br />

www.humidity.com<br />

Draabe Industrietechnik GmbH<br />

Schnackenburgallee 18<br />

22525 Hamburg<br />

Germany<br />

Phone +49 40 85 32 77 0<br />

Fax +49 40 85 32 77 79<br />

draabe@draabe.de<br />

www.draabe.de<br />

www.draabe.com<br />

Charles Hasler AG<br />

Komponenten für Kälte und Klima<br />

Althardstrasse 238<br />

8105 Regensdorf<br />

Switzerland<br />

Phone +41 44 843 93 93<br />

Fax +41 44 843 93 99<br />

kaelteklima@charles-hasler.ch<br />

www.charles-hasler.ch<br />

Nordmann Engineering AG<br />

Bruggfeldweg 11<br />

4147 Aesch<br />

Switzerland<br />

Phone +41 61 467 76 66<br />

Fax +41 61 467 76 77<br />

info@nordmann-engineering.com<br />

www.nordmann-engineering.com<br />

30<br />

31<br />

WMH <strong>Annual</strong> <strong>Report</strong> <strong>2005</strong><br />

WMH Heating<br />

Vescal SA<br />

Z.I. de la Veyre, St-Légier<br />

Case postale 1224<br />

1800 Vevey 1<br />

Switzerland<br />

Phone +41 21 943 02 22<br />

Fax +41 21 943 02 33<br />

info@vescal.ch<br />

www.heizen.ch<br />

Oertli Service AG<br />

Bahnstrasse 24<br />

8603 Schwerzenbach<br />

Switzerland<br />

Phone +41 44 806 41 41<br />

Fax +41 44 806 41 00<br />

info@oertli-service.ch<br />

www.heizen.ch


WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

Laubisrütistrasse 24<br />

8712 Stäfa<br />

Switzerland<br />

Phone +41 44 928 15 15<br />

Fax +41 44 928 15 00<br />

direct@wmh.ch<br />

www.wmh.ch


WMH Financial <strong>Report</strong> <strong>2005</strong><br />

WMH Group and<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG


<strong>Annual</strong> Financial Statements<br />

WMH Group<br />

Summary of the reporting year <strong>2005</strong> 3<br />

Information for investors 4<br />

Income statement 6<br />

Balance sheet 7<br />

Cash flow statement 8<br />

Statement of changes in shareholders’ equity 9<br />

Notes to the financial statements 10<br />

Segment information 18<br />

<strong>Report</strong> of the Group auditors 20<br />

<strong>Annual</strong> Financial Statements WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG 21<br />

Addresses 28


Important dates<br />

<strong>Annual</strong> Shareholders’ Meeting April 25, 2006<br />

First-half results 2006 August 10, 2006<br />

Full-year results 2006 (press release) February 8, 2007<br />

Media conference annual results 2006 March 27, 2007<br />

<strong>Annual</strong> Shareholders’ Meeting April 24,2007<br />

Investor relations<br />

Daniel Maissen, CFO<br />

Member of Group Management<br />

Phone +41 44 928 15 15<br />

direct@wmh.ch<br />

Website<br />

www.wmh.ch<br />

The website contains up-to-date information about WMH and links to individual<br />

group companies.<br />

<strong>Annual</strong> report<br />

The annual report is published in German and in English. Copies may be ordered<br />

from the Group’s headquarters (e-mail: direct@wmh.ch).


Summary of the reporting year <strong>2005</strong><br />

Income statement<br />

Income rebounds despite lower sales<br />

Increased business activity in the second half-year raised performance indicators in<br />

all business segments above the previous year’s values.<br />

Thanks to positive market conditions and greater internal efficiency, WMH Heating<br />

increased both sales and EBITA. WMH Tools withdrew from business with<br />

inadequate margins in the American market, which caused sales to fall but sharply<br />

increased EBITA. WMH Air Conditioning fell short of last year’s performance<br />

indicators due to the still difficult market situation in the UK as well as weak air<br />

conditioning business caused by poor weather.<br />

Sales: Withdrawal from low-margin business<br />

The 2.5% fall in Group sales to CHF 690.0 million is mainly caused by withdrawal<br />

from low-margin business in the North American market and reduced sales in the<br />

air conditioning segment due to poor weather. Net of exchange rate and consolidation<br />

effects, Group sales fell by 2.3%.<br />

There was pleasing growth of 3.2% (net of consolidation effects 6.3%) in WMH<br />

Heating. Both the sales and the service organizations contributed equally to this<br />

encouraging improvement in performance.<br />

Activities in air-inlet cooling for gas turbines partly compensated for lower sales of<br />

unit air conditioners caused by poor weather. Sales of unit humidifiers and humidification<br />

systems also increased, a significant contribution to the increase coming<br />

from adiabatic systems. In total, WMH Air Conditioning suffered a net sales reduction<br />

of 1.1% (net of exchange rate effect 1.5%).<br />

Efforts to improve margins with American home centers caused sales of WMH<br />

Tools to drop sharply by 6.6% (net of exchange rate effect 7.1%). On the other<br />

hand, sales to American specialist distributors rose slightly. In Europe, there was<br />

another pleasing increase in sales of woodworking and metalworking tools. Business<br />

in CNC machine tools also slightly increased.<br />

EBITA increases by 25.4%<br />

Thanks to a pleasing increase in profitability in the second half-year, EBITA at<br />

CHF 33.6 million and return on sales at 4.9% were both higher than last year.<br />

A consistent focus on improving the margins of sales to American home centers,<br />

process optimization measures in WMH Tool Group, and improved performance at<br />

<strong>Walter</strong> <strong>Meier</strong> Group raised EBITA of WMH Tools to CHF 4.3 million.<br />

EBITA of the WMH Air Conditioning manufacturing companies was higher than<br />

last year. The performance indicators of the distribution companies did not match<br />

those of the previous year for the reasons already stated. Furthermore, the weak<br />

air conditioning business made additional value adjustments necessary on inventories.<br />

Thanks to positive market conditions and increases in internal efficiency, WMH<br />

Heating produced a steep rise in EBITA of 27.5%.<br />

Low goodwill amortization for impairments<br />

The annual impairment test at Axair Climate showed an impairment caused by<br />

the still difficult market conditions in the United Kingdom. The residual goodwill<br />

of this company had to be completely amortized. The total amount of goodwill<br />

amortization resulting from impairments was CHF 1.3 million.<br />

Net income up sharply by CHF 30.5 million<br />

Although sales were lower, good cost management and lower interest expense<br />

offset by a higher tax rate brought net income of CHF 21.3 million.<br />

Balance sheet<br />

Bank loans reduced<br />

Restructuring of bank loans to take account of expiry of the syndicated credit in<br />

July 2006 caused short-term liabilities to increase. Interest-bearing liabilities declined<br />

by CHF 8.3 million despite acquisition of the minority interests of WMH Tool Group.<br />

Current assets: Lower liquidity, higher receivables<br />

The increased level of sales in the second half-year caused receivables to increase<br />

by CHF 10.8 million. Cash fell by practically the same amount. Inventories increased<br />

only slightly by CHF 2.2 million.<br />

Non-current assets: Slight increase caused by exchange rate effects<br />

Non-current assets rose by CHF 4.3 million to CHF 82.9 million. The increase is<br />

mainly the result of exchange rate fluctuations. The annual impairment test caused<br />

goodwill totaling CHF 1.3 million to be amortized, most of this amount relating to<br />

the complete amortization of goodwill at Axair Climate.<br />

Liabilities: Syndicated credit expires on July 20, 2006<br />

Short-term bank loans increased by CHF 58.6 million due to expiry in July 2006 of<br />

the syndicated credit. Most of the credit that was utilized in USD was hedged up to<br />

the expiry date at the end of 2004.<br />

Other short-term liabilities increased slightly by CHF 2.8 million while long-term provisions<br />

increased by CHF 2.2 million.<br />

Equity ratio climbs to 39.2%<br />

Mainly thanks to the good result in <strong>2005</strong> of CHF 21.3 million and positive exchange<br />

rate effects of CHF 13.2 million, shareholders’ equity excluding minority interests<br />

increased by a total of CHF 38.0 million. This brought the equity ratio up to 39.2%<br />

(28.9%).<br />

Interesting-bearing liabilities less cash expressed as a percentage of shareholders’<br />

equity including minority interests remained unchanged at 20% despite acquisition<br />

of the minority interests of WMH Tool Group amounting to USD 20.0 million.<br />

Group cash flow<br />

2<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

Free cash flow of CHF 18.6 million<br />

Cash flow from operating activities was CHF 27.5 million (CHF 47.3 million). The<br />

decline relative to the previous year was caused mainly by an increase of CHF 8.0<br />

million in non-cash net current assets as compared with the decrease of CHF 19.5<br />

million last year.<br />

After net investments of CHF 8.9 million, the resulting free cash flow was<br />

CHF 18.6 million.<br />

3


Information for investors<br />

Capital structure<br />

2001 2002 2003 2004 <strong>2005</strong><br />

Share capital CHF mil. 60.8 60.8 60.8 60.8 55.8<br />

Adjusted aggregated market value of shares at 12/31 CHF mil. 145.9 144.5 153.8 155.6 192.5<br />

As % of shareholders’ equity % 105.9 106.2 135.9 155.8 139.7<br />

Bearer shares of CHF 500.00 nom., listed Shares 62 040 62 040<br />

Bearer reserved shares of CHF 500.00 nom., listed 1) Shares 10 000 10 000<br />

Registered shares of CHF 100.00 nom., unlisted Shares 247 500 247 500<br />

-A- registered shares of CHF 25.00 nom., listed Shares 1 570 800 1 570 800 1 570 800<br />

-A- registered reserve shares of CHF 25.00 nom., listed 1) Shares 200 000 200 000<br />

-B- registered shares of CHF 5.00 nom., unlisted Shares 3 300 000 3 300 000 3 300 000<br />

1) Without dividend and voting rights<br />

Significant shareholders<br />

Registered shares of CHF 100.00 nom.<br />

– Greentec AG (owned by Dr. Reto E. <strong>Meier</strong>) Shares 165 000 165 000<br />

– Jürg W. <strong>Meier</strong> Shares 82 500 82 500<br />

-A- registered shares of CHF 25.00 nom.<br />

– Jürg W. <strong>Meier</strong> Shares 535 000 536 400 531 757<br />

– Dr. Reto E. <strong>Meier</strong> Shares 427 711 426 711 473 216<br />

-B- registered shares of CHF 5.00 nom.<br />

– Greentec AG (owned by Dr. Reto E. <strong>Meier</strong>) Shares 3 297 800 3 297 800 3 297 800<br />

– Dr. Reto E. <strong>Meier</strong> Shares 2 200 2 200 2 200<br />

Under a lockup agreement, Jürg W. <strong>Meier</strong> will refrain from placement in the market<br />

of the converted voting registered shares (330 000 -A- registered shares) until May<br />

2007, unless a joint capital market placement with WMH takes place before then.<br />

Dividends (years 2001 and 2002 adjusted)<br />

On December 31, <strong>2005</strong>, the free float was 492 899 shares or 31.4%. (Calculation:<br />

Number of listed shares less the shares held by significant shareholders and less own<br />

reserved shares held by WMH divided by the number of listed shares.)<br />

Gross dividend per -A- registered share of CHF 25.00 nom. CHF 3.00 3.25 0.0 0.0 5.00<br />

Dividend yield p.a.<br />

– Maximum % 6.0 5.9 0.0 0.0 8.0<br />

– Minimum % 3.1 3.6 0.0 0.0 5.4<br />

Gross dividend per -B- registered share of CHF 5.00 nom. CHF 0.0 0.0 1.00<br />

Total dividends paid CHF mil. 6.7 7.3 0.0 0.0 11.2<br />

Payout ratio % 35.0 35.4 0.0 0.0 52.5


Data per -A- registered share of CHF 25.00 nom. (years 2001 and 2002 adjusted)<br />

Ticker symbols<br />

Listed at: SWX; Currency: CHF<br />

Securities no. 1594024<br />

ISIN no. CH0015940247<br />

Reuters WMHN.S<br />

Bloomberg WMHN<br />

4<br />

5<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

2001 2002 2003 2004 <strong>2005</strong><br />

Net income/loss CHF 8.92 9.67 -4.67 -4.29 9.94<br />

Diluted net income/loss CHF 8.92 9.67 -4.67 -4.29 9.94<br />

Shareholders’ equity CHF 64.36 64.13 53.30 47.04 64.35<br />

Cash flow from operating activities CHF 15.36 17.94 8.30 22.30 12.87<br />

Price<br />

– Highest CHF 97.95 90.00 83.50 72.00 92.00<br />

– Lowest CHF 50.00 55.00 58.75 55.00 62.50<br />

– Year-end CHF 60.00 59.45 63.25 64.00 86.30<br />

Price-earnings ratio<br />

– Highest 11.0 9.3 n.a. n.a. 9.3<br />

– Lowest 5.6 5.7 n.a. n.a. 6.3<br />

– Year-end 6.7 6.1 n.a. n.a. 8.7<br />

Development of WMH share price<br />

CHF<br />

105<br />

100<br />

95<br />

90<br />

85<br />

80<br />

75<br />

70<br />

65<br />

60<br />

55<br />

1st quarter <strong>2005</strong> 2nd quarter <strong>2005</strong> 3rd quarter <strong>2005</strong> 4th quarter <strong>2005</strong> 1/31/06<br />

WMH SPI Small Cap Index Swiss Performance Index (SPI) Source: Bloomberg<br />

Performance<br />

The year-end prices of WMH registered shares resulted in a performance for <strong>2005</strong><br />

of 34.8%.


WMH Group<br />

Consolidated income statement<br />

From January 1 to December 31 Note <strong>2005</strong> 2004 + / -<br />

CHF mil. % CHF mil. % CHF mil.<br />

Net sales 5/6 690.0 100.0 707.9 100.0 -17.9<br />

Cost of goods sold/services provided 7 -499.8 -524.6 24.8<br />

Gross profit 190.2 27.6 183.3 25.9 6.9<br />

Other operating income 8 0.6 0.1 1.8 0.3 -1.2<br />

Administration -40.7 -38.5 -2.2<br />

Sales and marketing -87.8 -90.9 3.1<br />

Advertising and promotion -17.8 -17.6 -0.2<br />

Research and development -10.9 -11.3 0.4<br />

Total other operating expenses 7 -157.2 22.8 -158.3 22.4 1.1<br />

EBITA 33.6 4.9 26.8 3.8 6.8<br />

Amortization of intangible assets 17 -1.6 -26.2 24.6<br />

EBIT 32.0 4.6 0.6 0.1 31.4<br />

Financial income/expense, net 9 -4.4 -5.0 0.6<br />

Share in profit of associated companies 0.5 0.2 0.3<br />

Net income/loss before income taxes 28.1 4.1 -4.2 -0.6 32.3<br />

Income taxes 10 -6.8 1.0 -5.0 0.7 -1.8<br />

Net income/loss 21.3 3.1 -9.2 -1.3 30.5<br />

Attributable to:<br />

Minority interests 0.0 -0.1 0.1<br />

Shareholders of the parent company 21.3 -9.1 30.4<br />

21.3 -9.2 30.5<br />

Earnings per share (CHF)<br />

-A- registered share 9.94 -4.29<br />

-A- registered share (diluted) 9.94 -4.29<br />

-B- registered share 1.99 -0.86<br />

-B- registered share (diluted) 1.99 -0.86


Consolidated balance sheet<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

Note 12/31/05 12/31/04 + / -<br />

CHF mil. % CHF mil. % CHF mil.<br />

Cash 31.3 42.7 -11.4<br />

Trade and other receivables 13 117.0 106.2 10.8<br />

Inventories 14 120.9 118.7 2.2<br />

Total current assets 12 269.2 76.5 267.6 77.3 1.6<br />

Property, plant and equipment 15 28.8 27.6 1.2<br />

Investments 16 16.7 15.2 1.5<br />

Deferred tax assets 20 3.2 2.6 0.6<br />

Intangible assets 17 34.2 33.2 1.0<br />

Total non-current assets 12 82.9 23.5 78.6 22.7 4.3<br />

Total assets 352.1 100.0 346.2 100.0 5.9<br />

Trade and other payables 18 179.4 125.2 54.2<br />

Short-term tax liabilities and provisions 8.5 7.5 1.0<br />

Total short-term liabilities 187.9 53.4 132.7 38.3 55.2<br />

Long-term liabilities 19 0.0 66.8 -66.8<br />

Deferred tax liabilities 20 10.9 10.9 0.0<br />

Long-term provisions 21 15.3 13.1 2.2<br />

Total long-term liabilities 26.2 7.4 90.8 26.2 -64.6<br />

Total liabilities 12 214.1 60.8 223.5 64.6 -9.4<br />

Share capital 55.8 60.8 -5.0<br />

Capital reserves 30.9 30.9 0.0<br />

Treasury shares -6.3 -13.9 7.6<br />

Other reserves 57.5 22.1 35.4<br />

Shareholders’ equity excluding minority interests 22 137.9 39.2 99.9 28.9 38.0<br />

Minority interests 23 0.1 22.8 -22.7<br />

Shareholders’ equity including minority interests 138.0 39.2 122.7 35.4 15.3<br />

Total liabilities and shareholders’ equity 352.1 100.0 346.2 100.0 5.9<br />

6<br />

7


WMH Group<br />

Consolidated cash flow statement<br />

January 1 to December 31 Note <strong>2005</strong> 2004<br />

CHF mil. CHF mil.<br />

Net income/loss before income taxes 28.1 -4.2<br />

Adjustments for:<br />

Other operating income -0.2 -0.1<br />

Share in profit of associated companies -0.5 -0.2<br />

Depreciation on property, plant and equipment,<br />

amortization on intangible assets, write-down on investments 12.2 37.0<br />

Financial income/expense, net 4.4 5.0<br />

Increase(-)/decrease in net current assets exclusing cash 1) -8.0 19.5<br />

Increase(-)/decrease in deferred tax assets -0.4 -1.0<br />

Increase/decrease(-) in long-term provisions 2.6 1.2<br />

Cash flow from operating activities 38.2 57.2<br />

Taxes paid -6.3 -5.0<br />

Interest paid -4.4 -4.9<br />

Cash flow from operating activities 27.5 47.3<br />

Expenditures for property, plant and equipment -10.3 -9.2<br />

Expenditures for investments -1.0 0.0<br />

Expenditures for intangible assets 0.0 -1.8<br />

Total investments -11.3 -11.0<br />

Proceeds from the sale of property, plant and equipment 0.9 0.6<br />

Proceeds from the sale of subisidiaries 1.5 0.0<br />

Total divestments 2.4 0.6<br />

Cash flow from investing activities -8.9 -10.4<br />

Free cash flow/cash drain(-) 18.6 36.9<br />

Increase/decrease(-) in short-term bank loans 58.5 -42.4<br />

Increase/decrease(-) in long-term liabilities -66.9 31.8<br />

Total debt financing -8.4 -10.6<br />

Dividend payments, including to minorities -0.1 -2.5<br />

Sale of minority interests 24 -23.2 0.0<br />

Transactions with treasury shares 2.6 0.0<br />

Total equity financing -20.7 -2.5<br />

Cash flow from financing activities -29.1 -13.1<br />

Exchange rate effect on cash -0.9 1.6<br />

Total increase/decrease(-) in cash -11.4 25.4<br />

Balance of cash as of 1/1 42.7 17.3<br />

Balance of cash at year-end 31.3 42.7<br />

1) Change in net current assets excluding cash<br />

Increase(-)/decrease in marketable securities 0.0 1.0<br />

Increase(-)/decrease in receivables -4.3 19.0<br />

Increase(-)/decrease in prepayments to suppliers -0.1 -0.2<br />

Increase(-)/decrease in inventories 6.0 -7.9<br />

Increase/decrease(-) in short-term liabilities -10.0 7.3<br />

Increase/decrease(-) in prepayments from customers 0.4 0.3<br />

Total increase(-)/decrease in net current assets excluding cash -8.0 19.5


Statement of changes in shareholders’ equity<br />

8<br />

9<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

CHF mil. Note Shareholders’ equity excluding minority interests Minority Total shareinterests<br />

holders’<br />

equity<br />

Share Capital Treasury Other reserves<br />

Total<br />

capital reserves shares<br />

Retained Market Foreign<br />

earnings valuation currency<br />

of financial<br />

instruments<br />

translation<br />

Balance as of 1/1/04 60.8 30.9 -13.9 45.5 -0.6 -9.6 113.1 25.0 138.1<br />

Dividend payment to minorities -2.5 -2.5 -2.5<br />

Net gain from market valuation<br />

of financial instruments 0.2 0.2 0.2<br />

Net loss -9.1 -9.1 -9.1<br />

Foreign currency translation -1.8 -1.8 -2.2 -4.0<br />

Balance as of 12/31/04 60.8 30.9 -13.9 33.9 -0.4 -11.4 99.9 22.8 122.7<br />

Dividend payment to minorities -0.1 -0.1 -0.1<br />

Capital reduction -5.0 5.0 0.0 0.0<br />

Purchase of preferred shares 23 -22.7 -22.7<br />

Transactions with treasury shares 2.6 2.6 2.6<br />

Net gain from market valuation<br />

of financial instruments 1.0 1.0 1.0<br />

Net income 21.3 21.3 21.3<br />

Foreign currency translation 13.2 13.2 13.2<br />

Balance as of 12/31/05 22 55.8 30.9 -6.3 55.1 0.6 1.8 137.9 0.1 138.0


WMH Group<br />

Notes to the financial statements<br />

1 General information<br />

The consolidated financial statements of WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG for the<br />

business year closing December 31, <strong>2005</strong>, were approved by the Board of Directors<br />

and released for publication on February 23, 2006. The company is a limited<br />

company under Swiss law with its statutory registered office in Stäfa, Switzerland.<br />

The -A- registered shares are listed on the SWX Swiss Exchange under security<br />

number 1594024 (WMHN).<br />

WMH is a globally active group of distribution and industrial companies with three<br />

business segments: WMH Tools, WMH Air Conditioning, and WMH Heating. The<br />

main focus is on manufacturing and distributing leading-edge tools, machine tools,<br />

and systems for woodworking and metalworking, air conditioning, and heating. In all<br />

fields of activity the company holds, or strives for, positions of international market<br />

leadership (for WMH Heating, in Switzerland only).<br />

2 Principles of consolidation and valuation<br />

2.1 Basis of preparation<br />

The consolidated financial statements of WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG have<br />

been prepared in accordance with International Financial <strong>Report</strong>ing Standards<br />

(IFRS) issued by the International Accounting Standards Board (IASB) and unless<br />

otherwise stated are based on historical costs.<br />

2.2 Changes in accounting policies<br />

The accounting policies applied are unchanged from the previous year except for<br />

new or revised IFRS published by the IASB which became binding on January 1,<br />

<strong>2005</strong>, and were introduced by WMH on that date.<br />

The changes in accounting policies result from application of the following new or<br />

revised standards:<br />

– IFRS 2 Share-based Payment<br />

– IFRS 3 Business Combinations, IAS 36 Impairment of Assets, and IAS 38<br />

Intangible Assets<br />

– IFRS 5 Non-current Assets Held for Sale and Discontinued Operations<br />

– IAS 21 The Effects of Changes in Foreign Exchange Rates.<br />

IFRS 2 Share-based Payment<br />

The target option plan for managerial employees and members of the Board of<br />

Directors dating from 2002 expired on March 31, <strong>2005</strong>, without issue of options,<br />

because the conditions for exercising the options were not fulfilled. The target<br />

option plan was enacted by the Board of Directors on April 24, 2002. According to<br />

the Transitional Provisions of IFRS 2, measurement, and recognition in the income<br />

statement, are therefore not required.<br />

IFRS 3 Business Combinations, IAS 36 Impairment of Assets,<br />

and IAS 38 Intangible Assets<br />

The application of IFRS 3 and IAS 36 had the effect that as from January 1, <strong>2005</strong>,<br />

goodwill is no longer amortized linearly but tested annually for impairment. The<br />

cumulative goodwill amortization and impairments up to December 31, 2004, of<br />

CHF 27.9 million were offset against the purchase cost of CHF 60.2 million on<br />

January 1, <strong>2005</strong>. In the previous year, there was total goodwill amortization of<br />

CHF 26.3 million, of which CHF 16.9 million resulted from impairments.<br />

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations<br />

The industrial burners business, in the form of Oertli Induflame AG, was sold on<br />

June 23, <strong>2005</strong>. This discontinued operation had no future strategic significance for<br />

the WMH Heating business segment. Since the discontinued operation was of no<br />

material significance, it has not been included in the income statement, cash flow<br />

statement, or segment reporting for <strong>2005</strong> or the previous year.<br />

IAS 21 The Effects of Changes in Foreign Exchange Rates<br />

The standard was partially revised in December <strong>2005</strong>. WMH has already applied<br />

the revisions retrospectively.<br />

2.3 Consolidation<br />

Consolidation<br />

The consolidated financial statements include WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG and<br />

all subsidiaries in which the Group has significant control over the financial and<br />

business principles and normally owns more than half of the voting rights. The<br />

individual consolidated financial statements are prepared consistently in accordance<br />

with the accounting principles described below. The balance sheet date of all<br />

consolidated companies is December 31. Group-internal transactions balances,<br />

and unrealized gains on transactions between the companies of the Group are<br />

eliminated. Minority interests are reported separately.<br />

First-time recognition<br />

Acquisitions are accounted for using the purchase method. Subsequently, the<br />

purchase price of the investment is offset against the fair value of the identifiable<br />

assets and the liabilities that were outstanding or estimated on the day of the<br />

acquisition. Any resulting excess in the purchase price (goodwill) is capitalized and<br />

periodically tested for impairment. Should the costs of the acquisition be lower<br />

than the fair value of the identifiable net assets of the acquired subsidiary, the<br />

amount of the difference is recognized immediately in the income statement.<br />

Should the Group not own 100% of the acquired company, the minority interests<br />

are recognized according to their share in the fair value of the identified net assets.<br />

Foreign currency translation<br />

The consolidated financial statements are prepared in Swiss francs (CHF), the<br />

reporting currency of the Group. Each independent unit in the Group determines<br />

its own functional currency and the individual financial statements are prepared in<br />

that currency. For the purpose of inclusion in the consolidated financial statements,<br />

balance sheet accounts of foreign subsidiaries are translated into Swiss<br />

francs at the closing rates on the balance sheet date, and income statement<br />

amounts are translated at the average monthly rates in effect during the fiscal year.<br />

Translation differences arising from the application of these principles are reported<br />

as a separate component of shareholders’ equity. When a business unit in a foreign<br />

currency is sold, the cumulative translation differences are transferred to the income<br />

statement.<br />

The following table shows the exchange rates applied in these consolidated financial<br />

statements.<br />

Average rate<br />

Year-end closing rate income statement/<br />

balance sheet cash flow statement<br />

<strong>2005</strong> 2004 <strong>2005</strong> 2004<br />

CHF CHF CHF CHF<br />

1 CAD 1.1331 0.9413 1.0342 0.9551<br />

1 CNY 0.1630 0.1366 0.1529 0.1498<br />

1 EUR 1.5568 1.5434 1.5489 1.5445<br />

1 GBP 2.2692 2.1803 2.2669 2.2746<br />

1 HKD 0.1696 0.1455 0.1608 0.1593<br />

1 USD 1.3153 1.1316 1.2504 1.2410<br />

2.4 Consolidated companies<br />

The consolidation encompasses WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG and its domestic<br />

and foreign subsidiaries. A list of the main consolidated companies is shown on<br />

page 25.<br />

The following transactions occurred in the reporting year:<br />

On January 7, <strong>2005</strong>, minority interests of WMH Tool Group were purchased from<br />

third parties at a price of USD 20 million. The purchase price corresponds to the<br />

net assets that were recognized in the consolidated financial statements for 2004,<br />

where they were reported on December 31, 2004, as a minority interest of WMH<br />

Tool Group. This transaction did not cause either a positive or a negative purchase<br />

price difference.<br />

According to a legal merger contract of May 2, <strong>2005</strong>, WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

acquired WMH Interholding AG on January 1, <strong>2005</strong>. Interholding AG is a wholly<br />

owned subsidiary of WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG.<br />

As a result of its sale on June 23, <strong>2005</strong>, Oertli Induflame AG (WMH Heating) was<br />

removed from the scope of the consolidation. It was deconsolidated as of that date.<br />

Otherwise, the scope of the consolidation remained unchanged in business year <strong>2005</strong>.<br />

The following transactions took place in the previous year:<br />

In 2004, there were minor acquisitions of assets and liabilities amounting to<br />

CHF 2.4 million which did not change the scope of the consolidation.


2.5 Significant accounting policies<br />

Preparation of the consolidated financial statements requires management to make<br />

evaluations and estimates which influence the measurement of assets, liabilities,<br />

contingencies, income, and expenses at the time when they were recognized.<br />

Assets and liabilities are recognized at the time when the future economic benefit<br />

to, or obligation for, the Group becomes probable, and the related amounts can be<br />

measured reliably. If, at a later point in time, such evaluations and estimates, which<br />

were made by management based on their best knowledge and belief, turn out to<br />

change, they will be adjusted in the reporting period in which the underlying facts<br />

changed.<br />

Net sales<br />

Net sales comprise the invoiced amount for the delivery of goods and services<br />

excluding value added tax and after deduction of outstanding credits and sales<br />

allowances. Revenues from the delivery of goods are recognized as soon as material<br />

elements of benefit and risk have been transferred to the purchaser. Revenues<br />

from the performance of services are recognized pro rata depending on the services<br />

performed up to balance sheet date in proportion to the total project. In the case<br />

of long-term manufacturing projects, revenues are recognized according to the<br />

progress of the project.<br />

Research and development<br />

All research and development costs arising during the year are expensed wherever<br />

the conditions contained in IAS 38 for recognition of development costs in the<br />

balance sheet are not fulfilled in all respects.<br />

Cash<br />

Cash includes cash on hand, postal accounts, and cash in banks.<br />

Marketable securities<br />

Marketable securities are recognized at market value.<br />

Receivables<br />

Within receivables, individually recognized risks are covered by appropriate<br />

allowances. Other specific risks are covered by a lump sum allowance, whose value<br />

is based on historical information.<br />

Inventories<br />

Inventories comprise raw, auxiliary, and consumable materials, semi-finished and<br />

finished products, and work started but not completed. Inventories are stated at<br />

the lower of average cost (purchase cost or standard manufacturing cost) or<br />

net realizable value at balance sheet date. Production costs comprise materials,<br />

labor, and overhead. Inventories are valued after deduction of necessary value<br />

adjustments for slow-moving and obsolete items.<br />

Property, plant, and equipment<br />

Except for land, which is recorded at historical cost, all fixed assets are recorded at<br />

purchase or production costs less accumulated depreciation and impairments.<br />

Expenditures for repairs and maintenance (as well as for the acquisition of fixed<br />

assets of insignificant value) are charged directly to the income statement. Larger<br />

expenditures which serve to increase the value of a tangible asset are capitalized<br />

and depreciated over the remaining useful life of the improved asset. Depreciation<br />

on fixed assets is taken on a straight-line basis over their estimated useful lives, as<br />

determined at the time of acquisition. The assets are periodically tested for impairment.<br />

The depreciation periods for the Group’s most important categories of fixed assets<br />

are:<br />

Buildings 40 – 66 years<br />

Production equipment 6 – 10 years<br />

Tools 2 – 5 years<br />

Office furniture and IT equipment 3 – 10 years<br />

Vehicles 4 – 10 years<br />

Property, plant, and equipment is derecognized in the balance sheet when sold or<br />

permanently taken out of operation so that no future economic benefit can be<br />

expected from it. Property, plant, and equipment that is intended for sale is valued<br />

at the lower of fair value less selling costs or the carrying amount and reported<br />

separately according to IFRS 5.<br />

10<br />

11<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

Investments<br />

Associated companies in which WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG has a share are<br />

carried in the balance sheet at a value determined by the equity method. These are<br />

companies in which WMH generally holds 20–50% of the voting or capital rights<br />

or over which it exercises significant influence.<br />

Long-term loans are carried at cost or face value; any impairment is recognized by<br />

means of a corresponding revaluation. Financial investments held to maturity are<br />

recorded in the balance sheet at amortized cost.<br />

All other financial investments (available for sale) are valued at fair value. Short-term<br />

financial investments available for sale are reported in other receivables. Any<br />

unrealized gains are credited to shareholders’ equity (net after tax) and shown in a<br />

separate column in the statement of changes in equity.<br />

Intangible assets<br />

Goodwill represents the excess of the purchase costs at the date of the acquisition<br />

over the fair value of that part acquired by WMH of the identifiable net assets of<br />

the acquired subsidiary. Goodwill resulting from the acquisition of subsidiaries is<br />

recognized as an intangible asset and tested at least annually, always on the same<br />

date, for impairment on the basis of pre-defined cash generating units. In the<br />

consolidated financial statements, the carrying value of goodwill is reported at<br />

purchase cost less cumulative impairments.<br />

Other intangible assets are assets with a limited useful life. These are recognized<br />

at purchase or production cost and subsequently amortized linearly over the<br />

expected useful life and tested for impairment should there be corresponding<br />

indications. Service contracts acquired from third parties are normally charged to<br />

the income statement over a period of three years.<br />

Liabilities<br />

Short-term liabilities comprise amounts due within less than twelve months, as<br />

well as prepayments from customers in association with service contracts. Longterm<br />

liabilities comprise financing arrangements with maturities in excess of one<br />

year.<br />

Long-term provisions<br />

Provisions are created when the Group has a current legal or de facto obligation<br />

resulting from past events and it is probable that a cash drain will be required to<br />

cover the obligations and the amount can be reliably estimated.<br />

Pension benefit plans<br />

Most of the Group’s employees are eligible to participate in autonomous definedcontribution<br />

or defined-benefit pension plans. These pension plans are generally<br />

funded by equal payments from participating employees and the relevant<br />

WMH Group companies, which take account of periodic recommendations by<br />

independent qualified actuaries.<br />

For defined-benefit plans, the pension accounting costs are assessed using the<br />

projected-unit-credit method. Under this method, the cost of providing pensions is<br />

charged periodically to the income statement so as to spread the regular cost evenly<br />

over the service lives of the employees. The pension obligation is measured as the<br />

present value of the estimated future cash outflows using interest rates of longterm<br />

Swiss government bonds. Any actuarial gains or losses are spread over the<br />

remaining service lives of the insured employees and charged to the income statement<br />

when the cumulative balance exceeds the corridor of 10%. The contributions by<br />

WMH Group companies to defined contribution pension plans are charged to the<br />

income statement in the year to which they relate.<br />

Leasing<br />

Assets that are acquired under long-term leasing contracts (financial leasing) are<br />

carried in the balance sheet at the net present value of the future lease payments<br />

and depreciated along with other fixed assets. The related liabilities are included<br />

with the respective long-term and short-term financial liabilities. Such lease payments<br />

(operating leasing) in which a significant part of the ownership risk and benefit<br />

remains with the lessor are charged to the income statement.


WMH Group<br />

Deferred taxes<br />

When calculating deferred taxes, all timing differences between tax-based values<br />

and accounting values are valued according to the comprehensive liability method<br />

at the respective local tax rates and corresponding provisions made in the balance<br />

sheet. Changes in the provisions for deferred taxes are reflected in the consolidated<br />

income statement. Deferred tax benefits on tax loss carry forwards are capitalized,<br />

provided there is reasonable expectation that they can be recovered by means of a<br />

reduction of future taxable income. Deferred taxes on non-distributed earnings of<br />

subsidiaries are provided for to the extent that such earnings are not viewed as<br />

being permanently reinvested in the subsidiary.<br />

Related parties<br />

Transactions with related parties are executed at normal market conditions. Information<br />

on individual transactions is given in note 28.<br />

3 Financial risk management/derivative financial instruments<br />

3.1 Financial risk management<br />

Foreign currency risks<br />

Foreign currency risks due to translation differences result from transactions that<br />

are executed in foreign denominations and paid in local currencies. The risks associated<br />

with such transactions are partially hedged by the Group companies using<br />

forward exchange contracts within the scope of the defined hedging policy.<br />

Translation differences also result from consolidation differences on the conversion<br />

of Group companies with foreign reporting currencies into Swiss francs. Currency<br />

translation affects net income and shareholders’ equity. The most significant risk to<br />

the Group regarding translation differences is presented by the United States<br />

dollar. Potential translation risks from the most significant net investments in<br />

US dollars are partially hedged through loans payable in the same currency.<br />

Interest rate risks<br />

As a result of the Group’s net liability position, increases in interest rates have a<br />

negative effect on net income. For this reason, some long-term liabilities are hedged<br />

with interest-rate derivatives.<br />

3.2 Derivative financial instruments<br />

Derivative financial instruments held in association with financial risk management<br />

such as, for example, interest rate swaps, exchange contracts, and certain derivative<br />

financial instruments embedded in underlying contracts, are recognized in the<br />

balance sheet as either short-term or long-term financial investments or liabilities<br />

at market values. Changes in market values are recognized in either the income<br />

statement or shareholders’ equity, depending on the purpose for which these<br />

financial instruments are used.<br />

In the case of fair value hedges (hedging of the amortized purchase value), the<br />

change in market value of the effective part of both the financial instrument and<br />

the hedged underlying transaction are expensed immediately.<br />

In the case of cash flow hedges, the change in market value of the effective part of<br />

the financial instrument is recognized in shareholders’ equity until the hedged<br />

underlying transaction is expensed.<br />

In the case of derivative financial instruments which are not classified as, or do not<br />

qualify as, accounting hedges in the sense stated above, the change in market<br />

value is recognized as a component of financial income/expense. This also applies<br />

to fair value hedges and cash flow hedges handled in the manner stated above,<br />

from the point in time at which they no longer qualify as accounting hedges.<br />

4 Segment reporting<br />

Segment reporting is presented by business segment (primary segmentation) and<br />

by geographical segment (secondary segmentation).<br />

WMH Tools<br />

The WMH Tools business segment distributes tools, woodworking and metalworking<br />

machines, and workholding systems. This business segment is aligned to the American,<br />

Canadian, and European markets.<br />

WMH Air Conditioning<br />

The WMH Air Conditioning business segment manufactures and sells appliances<br />

and systems for air humidification worldwide and distributes unit air conditioners<br />

and air conditioning systems in Europe.<br />

WMH Heating<br />

The WMH Heating business segment, comprising the Vescal and Oertli Service<br />

companies, is active in the Swiss market for heat generation and heat distribution<br />

systems as well as their maintenance and repair.<br />

Sales between the business segments are conducted at normal market conditions.<br />

For further information about the products and services of the individual business<br />

segments, reference should be made to the respective comments on pages 18 and<br />

19.<br />

5 Effects of currency translation and changes in Group<br />

composition on the income statement<br />

The effects of currency translation and changes in Group composition were as follows:<br />

CHF mil. Net sales EBITA<br />

Total deviation -17.9 6.8<br />

Changed scope of consolidation 4.4 -1.1<br />

Currency translation -2.5 -0.1<br />

Adjusted deviation -16.0 5.6<br />

In % -2.3 20.6<br />

6 Net sales<br />

Net sales by economic sector were as follows:<br />

CHF mil. <strong>2005</strong> 2004<br />

Production 102.0 98.7<br />

Distribution 517.1 537.0<br />

Customer service 70.9 72.2<br />

Total net sales 690.0 707.9<br />

7 Material and operating expense<br />

The costs of goods sold and services provided, as well as administration, sales,<br />

marketing, and research and development costs comprised the following expense<br />

categories:<br />

CHF mil. <strong>2005</strong> 2004<br />

Materials 397.7 430.5<br />

Personnel (including benefits) 154.1 151.0<br />

Other operating expenses 94.9 90.8<br />

Depreciation 10.3 10.6<br />

Total operating expenses 657.0 682.9<br />

Average number of employees 1809 1796


8 Other operating income<br />

Other operating income relates mainly to gains on the sale of Oertli Induflame AG<br />

and property, plant and equipment.<br />

Sale of Oertli Induflame AG<br />

Oertli Induflame was sold on June 23, <strong>2005</strong>, and is therefore no longer included<br />

in the consolidation. The industrial burners business was of no further strategic<br />

significance to WMH.<br />

In 2004, Oertli Induflame AG generated net sales of CHF 10 million and finally<br />

employed 25 people. After deduction of the associated costs, the sale resulted in a<br />

positive net cash flow of CHF 1.5 million.<br />

Details of the sale in CHF mil.<br />

Selling price less selling costs 1.5<br />

Assets at date of purchase 3.8<br />

Liabilities at date of purchase 2.5 -1.3<br />

Gain on sale 0.2<br />

9 Financial income/expense, net<br />

CHF mil. <strong>2005</strong> 2004<br />

Interest income 0.6 0.8<br />

Value adjustment on loan -0.4 0.0<br />

Interest expense -4.6 -5.8<br />

Total financial income and expense, net -4.4 -5.0<br />

10 Income expenses<br />

Income tax expense includes all taxes accrued or paid by the consolidated companies<br />

on the results of operations for the reporting year, and deferred taxes due to changes<br />

in the revaluations made in the course of the consolidation.<br />

CHF mil. <strong>2005</strong> 2004<br />

Current taxes on income from<br />

normal business operations -7.4 -5.9<br />

Deferred taxes on changes in revaluations 0.6 0.9<br />

Total income taxes -6.8 -5.0<br />

The tax rate applicable to the Group is 25% which represents the tax rate expected<br />

to be applied to income of the individual WMH companies in the respective areas<br />

of tax jurisdiction.<br />

The table below shows how the Group tax rate and actual taxes are calculated<br />

from the income taxes and Group taxes.<br />

CHF mil. <strong>2005</strong> 2004<br />

Net income/loss before income taxes 28.1 -4.2<br />

Income taxes based on expected<br />

average income tax rate 7.0 -1.0<br />

Effect of uncapitalized losses carried forward -0.3 6.8<br />

Offset of uncapitalized losses carried forward -0.1 -0.7<br />

Retroactive capitalization of losses carried forward<br />

from earlier periods -0.3 -0.9<br />

Taxes at other taxation rates 0.5 0.6<br />

Other, individually immaterial changes 0.2<br />

Total income taxes per income statement 6.8 5.0<br />

11 Earnings per share<br />

12<br />

13<br />

The earnings per share are calculated as follows:<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

<strong>2005</strong> 2004<br />

-A- registered shares of CHF 25.00 nom. 1 570 800 1 770 800<br />

Less: -A- reserved registered shares -200 000<br />

Less: -A- registered shares in treasury<br />

(average for year) -88 651 -108 362<br />

Number of -A- registered shares relevant<br />

for the calculation 1 482 149 1 462 438<br />

-B- registered shares of CHF 5.00 nom. 3 300 000 3 300 000<br />

Number of -B- registered shares relevant<br />

for the calculation 3 300 000 3 300 000<br />

Assignable income/loss (CHF mil.)<br />

-A- registered shares 14.7 -6.3<br />

-B- registered shares 6.6 -2.8<br />

Income/loss available to shareholders of the<br />

parent company 21.3 -9.1<br />

Earnings per share (CHF)<br />

-A- registered share 9.94 -4.29<br />

-A- registered share (diluted) 9.94 -4.29<br />

-B- registered share 1.99 -0.86<br />

-B- registered share (diluted) 1.99 -0.86<br />

12 Effects of currency translation and changes in Group<br />

composition on the balance sheet<br />

Deviations to prior year Current Long-term Liabilities<br />

CHF mil. assets assets<br />

Total deviation 1.6 4.3 -9.4<br />

Change in scope of consolidation 2.6 0.1 2.1<br />

Currency translation -18.5 -5.6 -10.9<br />

Adjusted deviation -14.3 -1.2 -18.2<br />

13 Trade accounts receivable and other short-term receivables<br />

CHF mil. 12/31/05 12/31/04<br />

Trade accounts receivable, gross 113.5 108.5<br />

less allowance for doubtful accounts -5.7 -9.3<br />

Trade accounts receivable, net 107.8 99.2<br />

Prepayments to suppliers 0.6 0.4<br />

Other receivables 5.7 4.3<br />

Prepaid expenses and accrued income 2.9 2.3<br />

Total receivables 117.0 106.2<br />

14 Inventories<br />

CHF mil. 12/31/05 12/31/04<br />

Raw materials and supplies 10.6 12.3<br />

Work in process 2.5 6.0<br />

Finished goods (including items purchased for resale) 144.5 133.3<br />

Allowances -36.7 -32.9<br />

Total inventories, net 120.9 118.7<br />

The inventories include spare parts valued at CHF 8.5 (11.4) million.


WMH Group<br />

15 Property, plant and equipment<br />

Land Machinery,<br />

and fixtures, Total Total<br />

CHF mil. buildings motor vehicles <strong>2005</strong> 2004<br />

Gross value as of 1/1 7.0 85.6 92.6 94.9<br />

Additions 10.3 10.3 9.2<br />

Disposals -0.5 -7.2 -7.7 -9.0<br />

Additions to/removals from<br />

scope of consolidation -0.2 -0.2 0.0<br />

Foreign currency translation 1.3 5.0 6.3 -2.5<br />

Gross value as of 12/31 7.8 93.5 101.3 92.6<br />

Accumulated depreciation as of 1/1 1.7 63.3 65.0 64.5<br />

Additions 0.2 10.1 10.3 10.6<br />

Disposals -6.9 -6.9 -8.4<br />

Additions to/removals from<br />

scope of consolidation -0.1 -0.1 -1.7<br />

Foreign currency translation 0.3 3.9 4.2 0.0<br />

Accumulated depreciation as of 12/31 2.2 70.3 72.5 65.0<br />

Net property, plant and<br />

equipment as of 12/31 5.6 23.2 28.8 27.6<br />

Insured value 1.4 64.8 66.2 63.6<br />

Capital leases 0.0 0.1<br />

There were no impairments on fixed assets requiring recognition in 2004 or <strong>2005</strong>.<br />

16 Investments<br />

Prepaid Loans Investments<br />

pension to third in Total Total<br />

CHF mil. cost parties associates Other <strong>2005</strong> 2004<br />

Balance as of 1/1 12.4 0.0 2.4 0.4 15.2 15.3<br />

Additions 1.1 0.3 0.3 1.7 0.3<br />

Reductions 0.0 0.0<br />

Reclassification 0.4 -0.4 0.0 0.0<br />

Write-downs -0.4 -0.4 -0.1<br />

Additions to/removals from<br />

scope of consolidation 0.0 0.0<br />

Foreign currency translation 0.2 0.2 -0.3<br />

Investments as of 12/31 13.5 0.0 2.9 0.3 16.7 15.2<br />

Prepaid pension cost from pension schemes<br />

Details of prepaid pension costs are shown in note 26 “Pension schemes” on<br />

page 16.<br />

Investments in associated companies<br />

WMH has a holding of 33 1 /3% in “Pexca International Limited” with headquarters<br />

in Hong Kong. Pexca is a holding company which owns 100% of the tool<br />

manufacturing company “Laizhou Hongyuan Bench Vise Manufacture Co. Ltd”<br />

with headquarters in China. Pexca is included in the Group result according to the<br />

equity method. WMH exercises control over the business activities of Pexca<br />

through having two members on its board of directors. In <strong>2005</strong>, Pexca generated<br />

net sales of CHF 21.5 (17.2) million and income of CHF 0.9 (0.7) million.<br />

17 Intangible assets<br />

Other<br />

intangible<br />

CHF mil. Goodwill assets Total<br />

Gross value as of 1/1/05 60.2 0.9 61.1<br />

Elimination cumulative amortization as of 1/1/05 -27.9 -27.9<br />

Amortization -1.3 -1.3<br />

Foreign currency translation 2.6 2.6<br />

Gross value as of 12/31/05 33.6 0.9 34.5<br />

Accumulated amortization as of 1/1/05 27.9 27.9<br />

Elimination cumulative amortization as of 1/1/05 -27.9 -27.9<br />

Additions 0.3 0.3<br />

Accumulated amortization as of 12/31/05 0.0 0.3 0.3<br />

Net intangible assets as of 12/31/05 33.6 0.6 34.2<br />

Goodwill<br />

Since January 1, <strong>2005</strong>, goodwill arising from the acquisition of subsidiaries is no longer<br />

linearly amortized as in the previous year but tested annually for impairment. The<br />

basis for the impairment test are pre-defined cash generating units (CGU). The<br />

cumulative goodwill amortization recognized in the previous years was offset<br />

against the purchase cost on January 1, <strong>2005</strong>.<br />

In business year <strong>2005</strong>, the impairment test in the WMH Air Conditioning business<br />

segment indicated a need to amortize the goodwill amounting to CHF 1.3 million.<br />

Other intangible assets<br />

Other intangible assets comprise capitalized costs of purchased service contracts.<br />

The useful life for this category is normally 3 years.<br />

There are no other intangible assets with an indefinite or limited useful life.<br />

Other<br />

intangible<br />

CHF mil. Goodwill assets Total<br />

Gross value as of 1/1/04 88.0 88.0<br />

Acquisitions 0.6 0.9 1.5<br />

Disposals -25.4 -25.4<br />

Translation differences -3.0 -3.0<br />

Gross value as of 12/31/04 60.2 0.9 61.1<br />

Cumulative amortization as of 1/1/04 24.4 24.4<br />

Acquisitions 26.2 26.2<br />

Disposals -21.1 -21.1<br />

Translation differences -1.6 -1.6<br />

Cumulative amortization as of 12/31/04 27.9 0.0 27.9<br />

Net intangible assets as of 12/31/04 32.3 0.9 33.2<br />

In business year 2004, goodwill of WMH Tool Group in the Retail Division and<br />

of Axair Climate was reduced by CHF 16.9 as a result of an impairment test. In<br />

addition, the goodwill of WMH Tool Group was reduced by the derecognition of<br />

warrants, i.e. the contractual residual purchase price for the acquisition in February<br />

2002 of Wilton. In 2004, the provision for the warrant could therefore be reversed<br />

in favor of goodwill. This reduction is reported as a disposal in the above table.


Impairment test on goodwill<br />

The goodwill of the various acquisitions was always allocated to the primary cash<br />

generating units (CGUs) on the date of the acquisition. For the CGU, the smallest<br />

possible group of assets was chosen that generates cash by continued use and is<br />

therefore largely independent of the respective other assets. The respective CGUs<br />

were combined into groups, and the groups correspond to the business segments.<br />

The business segments are described in note 4.<br />

Carrying amount of goodwill (CHF mil.) 12/31/05 12/31/04<br />

WMH Tools 21.2 18.8<br />

WMH Air Conditioning 11.8 12.9<br />

WMH Heating 0.6 0.6<br />

Total 33.6 32.3<br />

In the impairment test, the carrying amount of the CGU, including the goodwill<br />

assigned to it, is compared with the calculated enterprise value (value in use).<br />

Should the carrying amount of the CGU exceed the calculated enterprise value,<br />

there is an impairment. The calculated enterprise value is the higher of the fair<br />

value less costs of disposal and the value in use, which is defined as the discounted<br />

value of the future cash flows that are expected to be derived from a CGU.<br />

Basis for calculation of value in use<br />

Group Management has determined the sales income and material and operating<br />

expenses based on the budget and the two following years according to the<br />

strategic plan and the growth rates for the subsequent planning horizon based on<br />

their expectations regarding further market developments. The resulting cash flow<br />

is used as the basis for calculating the value in use. The discount rates are pre-tax<br />

rates and express the specific risks of the respective CGUs.<br />

Significant assumptions (average for CGUs with goodwill):<br />

WMH Tools WMH Air Conditioning WMH Heating<br />

<strong>Annual</strong> sales growth<br />

in planning period<br />

<strong>Annual</strong> growth rate of<br />

4.3% 8.5% 3.8%<br />

the residual value 2.0% 1.3% 2.0%<br />

Pre-tax discount rate 10.2% 11.0% 8.4%<br />

18 Trade accounts payable and other short-term liabilities<br />

CHF mil. 12/31/05 12/31/04<br />

Trade accounts payable 59.6 66.8<br />

Short-term bank loans 59.2 0.6<br />

Other short-term liabilities 60.6 57.8<br />

Total short-term liabilities 179.4 125.2<br />

19 Long-term liabilities<br />

The composition of long-term liabilities, including an overview of their respective<br />

maturities, is shown in the table below:<br />

of which amounts due within 12/31/05 12/31/04<br />

up to 1 to more than<br />

CHF mil. 1 years 5 years 5 years Total Total<br />

Loans and mortgages 59.2 59.2 66.8<br />

Leasing liabilities 0.2<br />

Subtotal 59.2 59.2 67.0<br />

Less current portion -59.2 -59.2 -0.2<br />

Total long-term liabilities 0.0 0.0 0.0 0.0 66.8<br />

The existing syndicated credit with a limit of CHF 134.8 million expires on July 20,<br />

2006. On December 31, <strong>2005</strong>, a total of CHF 64.8 (70.0) million of the authorized<br />

credit had been utilized. Of this amount, CHF 5.6 (3.5) million was for interest<br />

swap agreements for bank guarantees. The average interest rate for the credit was<br />

3.7% (4.3%) including the effect of the interest swap agreement described in<br />

note 27.<br />

20 Deferred tax assets and liabilities<br />

14<br />

15<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

This amount comprises the potential tax effects of values which are included in the<br />

consolidated financial statements, but unrealized for accounting and tax purposes<br />

by the subsidiaries, of CHF 10.9 (10.9) million, including deferred taxes on nondistributed<br />

earnings of subsidiaries of CHF 0.3 (0.3) million.<br />

The main components of the deferred tax liabilities are as follows:<br />

CHF mil. 12/31/05 12/31/04<br />

Undistributed earnings from Group companies 0.3 0.3<br />

Allowance for doubtful accounts 0.2 0.2<br />

Machinery, fixtures, motor vehicles 1.0 1.5<br />

Intangible assets 0.8 0.5<br />

Inventories 2.5 2.3<br />

Prepaid pension cost/pension plan obligations 2.7 2.6<br />

Warranty provisions 0.7 0.9<br />

Other short- and long-term provisions 2.7 2.6<br />

Total deferred tax liabilities 10.9 10.9<br />

Uncapitalized losses carried forward (CHF mil.) 12/31/05 12/31/04<br />

Year of expiry 2009 1.3 0.9<br />

Year of expiry 2010 1.4 1.8<br />

Year of expiry 2011 and after 29.1 19.6<br />

Total uncapitalized losses carried forward 31.8 22.3<br />

Deferred tax benefits on tax-loss carry-forwards are not capitalized unless there is<br />

reasonable certainty that they can be recovered by being offset against future<br />

taxable income.<br />

The deferred tax assets of CHF 3.2 (2.6) million relate to tax-loss carry-forwards<br />

which can be offset against future income.<br />

21 Long-term provisions<br />

Long-term provisions totaling CHF 15.3 million comprise warranties of CHF 3.9<br />

million, provisions of CHF 4.4 million for obligations under pension schemes,<br />

and other provisions of CHF 7.0 million. Changes to provisions took place as follows:<br />

Pension plan Earn- Total Total<br />

CHF mil. Warranties obligations out Other <strong>2005</strong> 2004<br />

Balance as of 1/1 8.0 3.7 0.8 5.1 17.6 23.0<br />

Additions 5.8 0.7 3.9 10.4 11.2<br />

Disposals -2.6 -2.6 -2.5<br />

Recognized in income statement 5.8 0.7 0.0 1.3 7.8 8.7<br />

Reduction warrant 0.0 -4.8<br />

Removals from scope of<br />

consolidation/divestments -0.2 -0.2 0.0<br />

Additions by acquisitions 0.0 0.3<br />

Amounts used during year -5.2 -0.1 -5.3 -9.1<br />

Exchange differences 0.3 0.7 1.0 -0.5<br />

Subtotal 8.7 4.4 0.8 7.0 20.9 17.6<br />

Less current portion -4.8 -0.8 -5.6 -4.5<br />

Balance as of 12/31 3.9 4.4 0.0 7.0 15.3 13.1<br />

Warranties<br />

The provisions for warranties serve to cover existing and potential losses and<br />

performance obligations arising from product and service warranties. The provisions<br />

are based on existing contracts and statistics of those subsidiaries which have such<br />

potential obligations.<br />

It is estimated that CHF 4.8 million of those obligations will be fulfilled within one<br />

year.<br />

Pension schemes<br />

These provisions are calculated by an independent pension fund expert. The basis<br />

for the calculations is described in note 26.


WMH Group<br />

Earnouts<br />

The remaining earnouts of approximately CHF 0.8 million fall due for payment in<br />

2006.<br />

Other provisions<br />

Other provisions comprise known obligations of CHF 3.0 million arising from the<br />

Group’s internal captive insurance company, as well as obligations from other<br />

contracts, legal proceedings, and miscellaneous risks. The provision for the captive<br />

insurance is calculated by an independent actuary according to actuarial principles.<br />

22 Statement of changes in shareholders’ equity<br />

At the <strong>Annual</strong> Shareholders’ Meeting on May 2, <strong>2005</strong>, it was decided to reduce<br />

the share capital by CHF 5.0 million from CHF 60.8 million to CHF 55.8 million.<br />

The capital was reduced in August <strong>2005</strong> by retiring 200 000 reserved -A- registered<br />

shares in treasury with a nominal value of CHF 25.00 each.<br />

Further information regarding the structure of the share capital is given on page 4,<br />

and holdings of treasury shares are summarized on page 24.<br />

23 Minority interests<br />

In 2004 the minority interests in shareholders’ equity related mainly to preferred<br />

shares of WMH Tool Group. These preferred shares with a value of USD 20 million<br />

were issued to the sellers of Wilton Tool Company as partial financing of the acquisition<br />

price. These preferred shares carry no entitlement to a share in net income,<br />

but only to a fixed dividend. These preferred shares were purchased on January 7,<br />

<strong>2005</strong>.<br />

The remaining minority interests relate to the WMH Air Conditioning business<br />

segment.<br />

24 Business acquisitions<br />

The table below shows the cash drain due to acquisitions, and the resulting intangible<br />

assets. Further details are presented under “Consolidated companies” on<br />

page 25.<br />

Business acquisitions (CHF mil.) 12/31/05 12/31/04<br />

Purchase price cash-effective 23.2 1.8<br />

Purchase price not cash-effective 0.6<br />

Exchange rate effect -0.5<br />

Carrying amount of minority interests -22.7<br />

Fair value of net assets acquired -1.0<br />

Goodwill 0.0 1.4<br />

The fair value of the net assets acquired comprises the following:<br />

CHF mil. 12/31/05 12/31/04<br />

Inventories 0.0 1.0<br />

Fair value of net assets acquired 0.0 1.0<br />

WMH Tool Group<br />

The acquisition of the minority interests of WMH Tool Group on January 7, <strong>2005</strong>,<br />

is recognized according to the parent-entity-extension method. In this method, the<br />

share in the assets of WMH Tool Group is not revalued on the date of acquisition.<br />

The purchase price paid is offset against the carrying amount of the minority interests<br />

on the date of the acquisition. The purchase price paid is offset against<br />

the carrying amount of the minority interests on the date of the acquisition.<br />

There is neither a positive nor a negative purchase price difference.<br />

25 Contingent liabilities<br />

CHF mil. 12/31/05 12/31/04<br />

Guarantees on behalf of others 0.9 1.0<br />

The contingent liabilities relate mainly to securing customer prepayments and<br />

warranty obligations on products already delivered.<br />

26 Pension schemes<br />

The obligations under defined-benefit pension schemes are recalculated every<br />

year by an independent actuary using the projected-unit-credit method.<br />

The amounts recognized in the consolidated balance sheet are as follows:<br />

CHF mil. 12/31/05 12/31/04<br />

Present value of benefit obligations<br />

with separate assets -240.7 -237.4<br />

Fair value of plan assets 274.0 246.4<br />

Subtotal 33.3 9.0<br />

Present value of benefit obligations<br />

without separate assets -2.4 -2.1<br />

Unrecognized actuarial<br />

gains(-)/losses -14.3 9.3<br />

Unrecognized defined benefit assets<br />

according to IAS 19.58 (b) -7.5 -7.5<br />

Attributable to Group 9.1 8.7<br />

On December 31, <strong>2005</strong>, actuarial gains(-)/losses of CHF -14.3 (9.3) million were<br />

unrecognized in the consolidated income statement because the amount stated<br />

falls within the permitted corridor of 10% (the greater of 10% of the present<br />

value of the obligations with separate assets and 10% of the fair value of the<br />

assets).<br />

Net periodic pension cost comprises the following components:<br />

CHF mil. <strong>2005</strong> 2004<br />

Current service cost -12.6 -11.4<br />

Interest cost -8.9 -8.9<br />

Expected return on plan assets 12.2 12.0<br />

Remeasurement of unrecognized assets<br />

according to IAS 19.58 (b) 0.1 -0.1<br />

Amortization 0.2 -0.1<br />

Recognition of losses according to IAS 19.58 A -0.5 -0.5<br />

Employee contributions 4.2 4.1<br />

Total current service cost -5.3 -4.9<br />

Actual return on plan assets 34.5 9.6<br />

Movement in prepaid pension cost, recognized in the balance sheet:<br />

CHF mil. <strong>2005</strong> 2004<br />

Net prepaid pension cost as of 1/1 -8.7 -7.9<br />

Net periodic pension cost 5.3 4.9<br />

Employer’s contributions -5.7 -5.6<br />

Foreign currency translation -0.1<br />

Net prepaid pension cost as of 12/31<br />

recognized in the balance sheet -9.1 -8.7<br />

Investments CHF 13.5 (12.4) million, pension plan obligations CHF 4.4 (3.7) million.<br />

The principal actuarial assumptions used for accounting purposes were:<br />

<strong>2005</strong> 2004<br />

Discount rate 3.1% 3.8%<br />

Interest on savings 5.1% 5.0%<br />

Future salary increases 2.3% 3.0%<br />

Future pension increases 0.5% 1.0%<br />

In addition, the Group has several defined-contribution plans. The cost of these<br />

plans was CHF 0.4 (0.5) million.


27 Other financial commitments<br />

Rental and leasing contracts<br />

Obligations arising from long-term rental and leasing contracts not recognized in<br />

the balance sheet:<br />

up to 1 to more than<br />

CHF mil. Total 1 year 5 years 5 years<br />

<strong>2005</strong> 69.2 16.6 41.3 11.3<br />

2004 76.2 16.6 44.8 14.8<br />

Operating leasing consists mainly of leases on buildings, information technology<br />

equipment, and vehicles. The maximum residual life is 17 years for buildings, and<br />

less than 3 years for the other items. The interest rates vary between 3.2% p.a.<br />

and 4.5% p.a. depending on the year in which the respective lease was concluded<br />

and its duration.<br />

Derivative financial instruments<br />

The values of the open transactions for hedging transactions in foreign currencies<br />

are:<br />

CHF mil. 12/31/05 12/31/05 12/31/04 12/31/04<br />

Transaction currency Contract Market Contract Market<br />

value value value value<br />

Forward exchange contracts<br />

EUR 1.6 2.3 -0.1<br />

YEN 0.3 1.2<br />

USD 39.5 5.5 44.8 -0.2<br />

Foreign currency option<br />

YEN 10.6 -0.1 5.0 0.1<br />

Total forward exchange transactions 52.0 5.4 53.3 -0.2<br />

All forward exchange contracts mature in 2006.<br />

The values of the open transactions for hedging interest rate risks are:<br />

12/31/05 12/31/04<br />

Contract Market Market<br />

volume Received value value<br />

Instrument million Payment (variable) CHF mil. CHF mil.<br />

CMS and Collar USD 30 2.10–3.10% 6 months 0.6 -0.2<br />

(Expiry date: 12/31/06) LIBOR<br />

On December 31, <strong>2005</strong>, the Group had open a Constant Maturity Swap (CMS)<br />

combined with a Collar for partial hedging of the interest risk on the outstanding<br />

amounts of the syndicated credit. Under this hedging transaction, the Group pays<br />

and receives every quarter variable amounts that are limited on the downside<br />

(2.1%) and the upside (3.1%) by a collar.<br />

Other<br />

In respect of Pan-Isovit GmbH, a former subsidiary, a guarantee was given by<br />

WMH in connection with a fine of EUR 1.5 million. The fine was imposed as a<br />

result of a formal inquiry by the Commission of the European Union regarding a<br />

breach of regulations governing competition by 10 European companies in the<br />

district heating business in October 1998. At the end of 2004, an appeal to the<br />

European Court of Justice against this fine was still in process, after appeal to the<br />

first-level court was rejected. In <strong>2005</strong>, the appeal was finally rejected and the fine<br />

became due for payment. At the end of 2004, there were corresponding provisions<br />

for financial payments resulting from the above obligation. In July <strong>2005</strong>, the entire<br />

amount owing to the European Commission was paid inclusive of accumulated<br />

interest. The amount paid was equal to the amount of the provision.<br />

28 Related parties<br />

16<br />

17<br />

Within the meaning of IAS 24, related parties are:<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

– Associated companies<br />

– Pension schemes<br />

– Members of the Board of Directors of WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

– Members of Group Management<br />

– Greentec AG, Zug<br />

– Jürg W. <strong>Meier</strong><br />

Pexca International Ltd , Hong Kong<br />

WMH Tool Group holds a 33 1 /3% stake in the holding company “Pexca International<br />

Limited”. The investment was undertaken to secure the business relationship in<br />

the long term. The subsidiary of Pexca with its headquarters in Laizhou (China),<br />

manufactures vises and clamps for WMH Tool Group. There are purchase<br />

agreements for USD 5 million annually. In 2004, products were purchased for<br />

USD 8.1 million. At the end of the reporting year, liabilities of USD 0.2 million were<br />

open with this company.<br />

Option plan for managerial employees of WMH companies,<br />

WMH Group Management, and the Board of Directors<br />

On April 24, 2002, the Board of Directors enacted a new so-called target option<br />

plan, which allows managerial employees and members of the Board of Directors<br />

to purchase during the period from April 1, <strong>2005</strong>, to March 31, 2006, registered<br />

shares of WMH at a price of CHF 82.50 (adjusted), provided that the price of the<br />

registered share on March 31, <strong>2005</strong>, is at least CHF 125.00 (adjusted). The options<br />

were offered to the recipients free of charge. On March 31, <strong>2005</strong>, the price of the<br />

WMH registered shares was CHF 85.50. The minimum price of CHF 125.00 was<br />

therefore not reached and the option was valueless when it expired.<br />

Compensation of members of the Board of Directors and Group Management<br />

<strong>2005</strong> 2004<br />

Board of Directors (non-executive)<br />

Number of persons 5 4<br />

Fees paid (CHF mil.)<br />

Group Management (executive)<br />

1.5 1.1<br />

Number of persons 4 4<br />

Salaries paid (CHF mil.) 2.0 1.8<br />

Severance payments (CHF mil.) 0.2<br />

Total fees/salaries paid (CHF mil.) 3.7 2.9<br />

Share-based payments<br />

In the reporting year, the members of the Board of Directors received in part-payment<br />

of their fees 1437 shares at an average stock market price of CHF 85.20 per share,<br />

making CHF 0.1 million in total.<br />

Other<br />

There is a long-standing leasing contract with the Chairman of the Board of Directors<br />

for offices used by a WMH company. The annual rental is CHF 0.3 million.<br />

29 Events after the balance sheet date<br />

The Board of Directors proposes to the <strong>Annual</strong> Shareholders’ Meeting on April 25,<br />

2006, payment of a dividend of CHF 5.00 per listed -A- registered share and<br />

CHF 1.00 per -B- registered share. This would correspond to a total dividend<br />

payment of CHF 11.2 million (see also Proposal Concerning Appropriation of Available<br />

Earnings on page 26).<br />

On January 1, 2006, WMH acquired the assets and employees of the distribution<br />

company Richiger Werkzeugmaschinen in Othmarsingen, Switzerland. With integration<br />

of this business into the existing organization, <strong>Walter</strong> <strong>Meier</strong> has completed<br />

its product assortment for manufacturers of precision parts, especially in the<br />

watchmaking industry and in medical engineering. Richiger Werkzeugmaschinen<br />

has 8 employees and in <strong>2005</strong> generated sales of around CHF 7.0 million.<br />

WMH intends to refinance the syndicated credit of CHF 134.8 million that falls<br />

due on July 20, 2006, on a long-term basis. It is expected that the refinancing will<br />

be completed before mid-year.


WMH Group<br />

Segment information<br />

a) By business segment WMH Tools<br />

<strong>2005</strong> 2004<br />

Net sales CHF mil. 290.0 310.5<br />

% 42.0 43.9<br />

Net sales to other business segments CHF mil. 0.0 0.0<br />

EBITA CHF mil. 6.5 2.2<br />

% 19.3 8.2<br />

Share in profit of associated companies CHF mil. 0.5 0.2<br />

Assets CHF mil. 165.9 156.3<br />

% 47.1 45.1<br />

Liabilities CHF mil. 56.2 78.2<br />

% 26.2 35.1<br />

Investments in property, plant and equipment,<br />

financial assets, intangible assets CHF mil. 2.9 2.7<br />

Depreciation and amortization CHF mil. 3.5 26.4<br />

Research and development CHF mil. 3.2 3.5<br />

Employees (year end) 547 585<br />

% 31.0 31.9<br />

b) By geographical segment Switzerland<br />

CHF mil. <strong>2005</strong> 2004<br />

Net sales (based on location of customer) 299.8 290.3<br />

EBITA 27.9 21.0<br />

Assets 147.6 155.0<br />

Liabilities 128.2 116.3<br />

Investments in property, plant and equipment, financial assets, intangible assets 4.5 5.9<br />

Depreciation and amortization 5.2 6.6


WMH Financial <strong>Report</strong> <strong>2005</strong><br />

WMH Air Conditioning WMH Heating Group headquarters and eliminations Total<br />

<strong>2005</strong> 2004 <strong>2005</strong> 2004 <strong>2005</strong> 2004 <strong>2005</strong> 2004<br />

231.9 234.5 168.1 162.9 0.0 0.0 690.0 707.9<br />

33.6 33.1 24.4 23.0 0.0 0.0 100.0 100.0<br />

0.2 0.0 0.0 0.4 -0.2 -0.4 0.0 0.0<br />

15.9 18.5 17.3 13.5 -6.1 -7.4 33.6 26.8<br />

47.3 69.0 51.5 50.4 -18.1 -27.6 100.0 100.0<br />

0.0 0.0 0.0 0.0 0.0 0.0 0.5 0.2<br />

105.0 99.4 56.5 57.9 24.7 32.7 352.1 346.2<br />

29.9 28.8 16.0 16.7 7.0 9.4 100.0 100.0<br />

43.8 41.5 68.1 69.7 46.0 34.1 214.1 223.5<br />

20.5 18.6 31.8 31.1 21.5 15.2 100.0 100.0<br />

6.3 4.4 1.0 3.6 1.1 0.3 11.3 11.0<br />

5.7 7.4 2.5 3.0 0.5 0.2 12.2 37.0<br />

5.5 5.1 2.2 2.7 0.0 0.0 10.9 11.3<br />

707 705 486 523 23 21 1763 1834<br />

40.1 38.5 27.6 28.5 1.3 1.1 100.0 100.0<br />

Other Europe North America Other or not allocatable Total<br />

<strong>2005</strong> 2004 <strong>2005</strong> 2004 <strong>2005</strong> 2004 <strong>2005</strong> 2004<br />

128.4 137.2 243.7 261.4 18.1 19.0 690.0 707.9<br />

2.7 4.4 6.5 -3.0 -3.5 4.4 33.6 26.8<br />

48.9 52.1 137.8 125.3 17.8 13.8 352.1 346.2<br />

28.0 30.7 44.8 65.7 13.1 10.8 214.1 223.5<br />

2.5 1.8 3.0 2.7 1.3 0.6 11.3 11.0<br />

2.6 4.3 4.1 25.7 0.3 0.4 12.2 37.0<br />

18<br />

19


WMH Group<br />

<strong>Report</strong> of the Group auditors


<strong>Annual</strong> Financial Statements<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

Income statement and notes 22<br />

Balance sheet and notes 23<br />

Notes to the financial statements 24<br />

Consolidated companies<br />

and significant investments 25<br />

Proposal of the Board of Directors concerning<br />

appropriation of available earnings 26<br />

<strong>Report</strong> of the statutory auditors 27<br />

Addresses 28<br />

20<br />

21<br />

WMH Financial <strong>Report</strong> <strong>2005</strong>


WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

Income statement<br />

<strong>2005</strong> 2004<br />

Income CHF mil. CHF mil.<br />

Dividend income 27.1 17.1<br />

Financial income 4.3 1.7<br />

Realized gains on exchange 4.4 0.0<br />

Total income 35.8 18.8<br />

Expenses<br />

Financial expenses 2.3 2.2<br />

Administrative expenses 2.6 1.5<br />

Depreciation of investments and loans to subsidiaries 19.1 12.1<br />

Income and capital taxes 0.1 0.1<br />

Total expenses 24.1 15.9<br />

Net income for the year 11.7 2.9<br />

Notes to the income statement<br />

The increase of CHF 10.0 million in dividend income results from higher dividend<br />

payments by subsidiaries, a gain on the sale of a subsidiary, and a gain on a legal<br />

merger. The increase of CHF 2.6 million in financial income is mainly derived from an<br />

increase in income from interest and securities. The realized price gains of CHF 4.4<br />

million relate mainly to a gain on a forward exchange contract.<br />

The higher administrative expenses were caused by an increase in personnel and<br />

consulting costs. The depreciation of investments in subsidiaries relates mainly to the<br />

activities of WMH Tool Group.


Balance sheet<br />

12/31/<strong>2005</strong> 12/31/2004<br />

Assets CHF mil. CHF mil.<br />

Cash 5.6 13.1<br />

Marketable securities 6.3 12.0<br />

Receivables from subsidiaries 4.3 4.6<br />

Prepaid expenses 0.1 0.0<br />

Total current assets 16.3 29.7<br />

Investments in subsidiaries 126.3 120.1<br />

Long-term loans to subsidiaries 57.6 33.1<br />

Total non-current assets 183.9 153.2<br />

Total assets 200.2 182.9<br />

Liabilities<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

Bank current account overdrafts and loans 24.3 0.0<br />

Payable to subsidiaries 5.5 10.5<br />

Other current liabilities 0.1 0.0<br />

Accrued expenses 1.8 3.8<br />

Other short-term provisions 0.9 1.0<br />

Total current liabilities 32.6 15.3<br />

Long-term loan 0.0 11.1<br />

Loans from subsidiaries 33.8 29.4<br />

Total non-current liabilities 33.8 40.5<br />

Total liabilities 66.4 55.8<br />

Share capital 55.8 60.8<br />

General legal reserve 15.0 15.0<br />

Reserve for treasury shares 6.3 13.9<br />

Unrestricted reserve 33.8 26.2<br />

Retained earnings<br />

Carried forward from prior year 11.2 8.3<br />

Net income for the current year 11.7 2.9<br />

Total shareholders’ equity 133.8 127.1<br />

Total liabilities and shareholders’ equity 200.2 182.9<br />

Notes to the balance sheet<br />

Current assets fell by CHF 13.4 million as a result of retirement of 200 000 reserved<br />

-A- registered shares in association with the capital reduction of CHF 5.0 million<br />

and the decline in cash. The increase of CHF 24.5 million in long-term loans to<br />

subsidiaries results mainly from refinancing the bank loans of WMH Tool Group.<br />

Restructuring of bank loans to take account of expiry of the syndicated credit in<br />

July 2006 caused current liabilities to increase and non-current liabilities to decrease.<br />

The capital reduction of CHF 5.0 million and net income for the year of CHF 11.7<br />

million caused shareholders’ equity to increase by CHF 6.7 million to CHF 133.8<br />

million, with a corresponding equity ratio of 66.8%.<br />

22<br />

23


WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

Notes to the financial statements<br />

Contingent liabilities<br />

CHF mil. 12/31/05 12/31/04<br />

Guarantees to subsidiaries for available credit limits 147.9 134.8<br />

Guarantees on behalf of subsidiaries 16.0 15.4<br />

In association with the contract for the syndicated credit, guarantees were issued:<br />

The company has entered into a guarantee on behalf of most subsidiaries, in each<br />

case for the amount of the respective equity less share capital and statutory<br />

reserves, defined on the date of the balance sheet as the freely disposable equity<br />

according to Swiss law, maximum CHF 165.0 (165.0) million. Conversely, also in<br />

association with this contract, most subsidiaries guarantee the obligations of<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG.<br />

Subordinated loans<br />

CHF mil. 12/31/05 12/31/04<br />

Subordinated loans to subsidiaries 0.5 0.3<br />

Marketable securities<br />

This line item contains treasury shares and other marketable securities. All securities<br />

are valued at market prices.<br />

Registered shares in treasury<br />

Number Purchase price<br />

CHF mil.<br />

Balance at 1/1/05 308 029 13.9<br />

Reduction in capital as decided by the <strong>Annual</strong> Shareholders’ Meeting on May 2, <strong>2005</strong> -200 000 -5.0<br />

Subtotal 108 029 8.9<br />

Additions 7 491 0.6<br />

Disposals -42 592 -3.2<br />

Balance at 12/31/05 72 928 6.3<br />

The capital was reduced by retiring 200 000 -A- registered reserve shares in treasury<br />

with a nominal value of CHF 25.00 each. The other additions and disposals were<br />

at market prices. As part of the net reduction of CHF 7.6 million, the reserve for<br />

treasury shares was reduced in favor of the free reserves.<br />

Share capital<br />

Information relating to the composition of the share capital is presented on page 4.<br />

Guarantees on behalf of subsidiaries relate mainly to guarantees to lessors for real<br />

estate sold and leased back by subsidiaries, as well as guarantees in relation to<br />

interest hedging and leasing transactions affecting some subsidiaries. The actual<br />

amount utilized on 12.31.05 was CHF 2.7 mil.


Consolidated companies and significant investments<br />

24<br />

25<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

Company Share capital Percentage of equity held<br />

WMH Tools<br />

WMH Tool Group Inc., Elgin, USA USD 30 180 000 100%<br />

WMH Tool Group AG, Schwerzenbach, Switzerland CHF 2 200 000 100% 1)<br />

WMH Tool Group Shanghai Limited, Shanghai, China CNY 8 292 000 100%<br />

WMH Tool Group Ltd., Brampton, Canada CAD 120 100%<br />

<strong>Walter</strong> <strong>Meier</strong> AG, Schwerzenbach, Switzerland CHF 1 150 000 100% 1)<br />

Mato CNC-Maschinen AG, Berneck, Switzerland CHF 1 500 000 100% 1)<br />

WMH Air Conditioning<br />

Axair AG, Pfäffikon, Switzerland CHF 2 150 000 100% 1)<br />

Axair GmbH, Garching, Germany EUR 1 000 000 100%<br />

Axair SAS, Neuilly-sur-Marne, France EUR 1 677 000 100%<br />

Axair Climate Limited, Solihull, UK GBP 50 000 100%<br />

AxEnergy AG, Pfäffikon, Switzerland CHF 500 000 100% 1)<br />

Axair (Far East) Ltd., Hong Kong, China HKD 2 060 000 70% 1)<br />

Axair (Shanghai) Ltd., Shanghai, China CNY 1 655 000 70%<br />

Axair (Beijing) Air Humidification Co., Ltd., Beijing, China CNY 11 000 000 70%<br />

Axair Kobra AG, Romont, Switzerland CHF 1 480 000 100% 1)<br />

Axair Nortec Ltd., Ottawa, Canada CAD 200 100 100%<br />

Axair Nortec Inc., Ogdensburg, USA USD 10 100%<br />

Draabe Industrietechnik GmbH, Hamburg, Germany EUR 77 300 100%<br />

Charles Hasler AG, Regensdorf, Switzerland CHF 1 050 000 100% 1)<br />

Nordmann Engineering AG, Aesch, Switzerland CHF 800 000 100% 1)<br />

WMH Heating<br />

Vescal SA, Vevey, Switzerland CHF 1 000 000 100% 1)<br />

Oertli Service AG, Schwerzenbach, Switzerland CHF 7 300 000 100% 1)<br />

Finance and financial services companies<br />

Exploitatie Maatschappij Vierlo B.V., Amsterdam, Netherlands EUR 11 345 100% 1)<br />

Nivek Beleggingen N.V., Curaçao, Netherlands Antilles EUR 158 900 100% 1)<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holdings Corp., Wilmington, USA USD 48 500 000 100% 1)<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding Deutschland GmbH, Garching, Germany EUR 2 045 168 100% 1)<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding Insurance Ltd., Hamilton, Bermuda USD 120 000 100% 1)<br />

WMM <strong>Walter</strong> <strong>Meier</strong> Management AG, Stäfa, Switzerland CHF 100 000 100% 1)<br />

1) Directly owned by WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG


WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

Proposal of the Board of Directors<br />

concerning appropriation of available earnings<br />

The Board of Directors proposes to the <strong>Annual</strong> Shareholders’ Meeting the following<br />

appropriation of the available earnings:<br />

CHF mil. <strong>2005</strong> 2004<br />

Net income for the fiscal year 11.7 2.9<br />

Earnings brought forward from the prior year 11.2 8.3<br />

Retained earnings 22.9 11.2<br />

Less dividend of CHF 5.00 (0.00) per -A- registered share<br />

dividend of CHF 1.00 (0.00) per -B- registered share -11.2 0.0<br />

Earnings carried forward to the new fiscal year 11.7 11.2<br />

Approval of this proposal by the <strong>Annual</strong> Shareholders’ Meeting will result in the<br />

following distribution:<br />

CHF -A- registered -B- registered<br />

Gross dividend 5.00 1.00<br />

Less 35% Swiss federal withholding tax -1.75 -0.35<br />

Net dividend 3.25 0.65<br />

The net dividend will be paid to the shareholders on or after April 28, 2006,<br />

by direct transfer to their bank or postal account.


<strong>Report</strong> of the statutory auditors<br />

26<br />

27<br />

WMH Financial <strong>Report</strong> <strong>2005</strong>


Addresses<br />

WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

Laubisrütistrasse 24<br />

8712 Stäfa<br />

Switzerland<br />

Phone +41 44 928 15 15<br />

Fax +41 44 928 15 00<br />

direct@wmh.ch<br />

www.wmh.ch<br />

WMH Tools<br />

WMH Tool Group Inc.<br />

2420 Vantage Drive<br />

Elgin, IL 60123<br />

USA<br />

Phone +1 847 851 10 00<br />

Fax +1 847 851 10 45<br />

wmh@wmhtoolgroup.com<br />

www.wmhtoolgroup.com<br />

WMH Tool Group AG<br />

Bahnstrasse 24<br />

8603 Schwerzenbach<br />

Switzerland<br />

Phone +41 44 806 47 48<br />

Fax +41 44 806 47 58<br />

info@wmhtoolgroup.ch<br />

www.wmhtoolgroup.ch<br />

WMH Tool Group Shanghai Limited<br />

135 Guang Hua Road<br />

Zhuanqiao<br />

Shanghai, 201108<br />

China<br />

Phone +86 216 489 01 47<br />

Fax +86 216 489 53 74<br />

wmh@wmhtoolgroup.com<br />

www.wmhtoolgroup.com<br />

WMH Tool Group Ltd.<br />

212 A Wilkinson Road<br />

Brampton, ON L6T 4M4<br />

Canada<br />

Phone +1 905 792 97 69<br />

Fax +1 905 792 76 70<br />

wmh@wmhtoolgroup.com<br />

www.wmhtoolgroup.com<br />

<strong>Walter</strong> <strong>Meier</strong> AG<br />

Bahnstrasse 24<br />

8603 Schwerzenbach<br />

Switzerland<br />

Phone +41 44 806 46 46<br />

Fax +41 44 806 47 47<br />

info@waltermeier.ch<br />

www.waltermeier.ch<br />

MATO CNC-Maschinen AG<br />

Auerstrasse 32<br />

9442 Berneck<br />

Switzerland<br />

Phone +41 71 722 99 90<br />

Fax +41 71 722 99 92<br />

info@matoag.ch<br />

www.matoag.ch<br />

WMH Air Conditioning<br />

Axair AG<br />

Talstrasse 35–37<br />

8808 Pfäffikon SZ<br />

Switzerland<br />

Phone +41 55 416 61 11<br />

Fax +41 55 416 62 62<br />

axair@axair.ch<br />

www.axair.ch<br />

Axair GmbH<br />

Systeme für die Luftkonditionierung<br />

Carl-von-Linde-Strasse 25<br />

85748 Garching-Hochbrück<br />

Germany<br />

Phone +49 89 326 70 0<br />

Fax +49 89 326 70 140<br />

info@axair.de<br />

www.axair.de<br />

www.klimaplus.de<br />

Axair SAS<br />

100, Bld Louis Armand<br />

Z.l. des Chanoux<br />

93331 Neuilly-sur-Marne<br />

France<br />

Phone +33 820 824 817<br />

Fax +33 143 001 928<br />

axair@axair.fr<br />

www.axair.fr<br />

Axair Climate Limited<br />

Highlands Road, Shirley, Solihull<br />

West Midlands B90 4NL<br />

United Kingdom<br />

Phone +44 121 705 76 01<br />

Fax +44 121 711 86 30<br />

response@axairclimate.co.uk<br />

www.axairclimate.co.uk<br />

AxEnergy Ltd.<br />

Talstrasse 35–37<br />

8808 Pfäffikon SZ<br />

Switzerland<br />

Phone +41 55 416 66 70<br />

Fax +41 55 416 62 62<br />

axenergy_ch@ctfog.com<br />

www.ctfog.com<br />

Axair (Beijing)<br />

Air Humidification Co., Ltd.<br />

Area C, No. 3, Guang Lian Industry Park<br />

Guang Ji Dian Yi Ti Hua Chan Ye Ji Di<br />

Tong Zhou District<br />

Beijing 101111<br />

China<br />

Phone +86 10 815 030 08/51/52<br />

Fax +86 10 815 038 70<br />

mail@axair.com.cn<br />

www.axair.com.cn<br />

Axair Kobra AG<br />

2, route des Barges<br />

1680 Romont<br />

Switzerland<br />

Phone +41 26 651 77 77<br />

Fax +41 26 651 77 70<br />

office@axairkobra.ch<br />

www.axairkobra.ch<br />

Axair Nortec Ltd.<br />

2740 Fenton Road<br />

Ottawa, Ontario K1T 3T7<br />

Canada<br />

Phone +1 613 822 03 35<br />

Fax +1 613 822 79 64<br />

nortec@humidity.com<br />

www.humidity.com<br />

Draabe Industrietechnik GmbH<br />

Schnackenburgallee 18<br />

22525 Hamburg<br />

Germany<br />

Phone +49 40 85 32 77 0<br />

Fax +49 40 85 32 77 79<br />

draabe@draabe.de<br />

www.draabe.de<br />

www.draabe.com<br />

Charles Hasler AG<br />

Komponenten für Kälte und Klima<br />

Althardstrasse 238<br />

8105 Regensdorf<br />

Switzerland<br />

Phone +41 44 843 93 93<br />

Fax +41 44 843 93 99<br />

kaelteklima@charles-hasler.ch<br />

www.charles-hasler.ch<br />

Nordmann Engineering AG<br />

Bruggfeldweg 11<br />

4147 Aesch<br />

Switzerland<br />

Phone +41 61 467 76 66<br />

Fax +41 61 467 76 77<br />

info@nordmann-engineering.com<br />

www.nordmann-engineering.com<br />

28<br />

WMH Financial <strong>Report</strong> <strong>2005</strong><br />

WMH Heating<br />

Vescal SA<br />

Z.I. de la Veyre, St-Légier<br />

Case postale 1224<br />

1800 Vevey 1<br />

Switzerland<br />

Phone +41 21 943 02 22<br />

Fax +41 21 943 02 33<br />

info@vescal.ch<br />

www.heizen.ch<br />

Oertli Service AG<br />

Bahnstrasse 24<br />

8603 Schwerzenbach<br />

Switzerland<br />

Phone +41 44 806 41 41<br />

Fax +41 44 806 41 00<br />

info@oertli-service.ch<br />

www.heizen.ch


WMH <strong>Walter</strong> <strong>Meier</strong> Holding AG<br />

Laubisrütistrasse 24<br />

8712 Stäfa<br />

Switzerland<br />

Phone +41 44 928 15 15<br />

Fax +41 44 928 15 00<br />

direct@wmh.ch<br />

www.wmh.ch

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