Annual Report 2005 - Walter Meier
Annual Report 2005 - Walter Meier
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