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Annual Report 2009 - Rieter

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<strong>Annual</strong> <strong>Report</strong> <strong>2009</strong>


<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Sales by geographical region <strong>2009</strong><br />

Sales by geographical region <strong>2009</strong><br />

<strong>Rieter</strong> Textile Systems<br />

Latin America<br />

81.3 CHF million<br />

15.3%<br />

Europe<br />

79.7 CHF million<br />

15.0%<br />

<strong>Rieter</strong> Automotive Systems<br />

North America<br />

409.5 CHF million<br />

28.7%<br />

Latin America<br />

100.4 CHF million<br />

7.0%<br />

North America<br />

23.0 CHF million<br />

4.3%<br />

Africa<br />

9.3 Mio. CHF<br />

0.7%<br />

Africa<br />

26.3 CHF million<br />

4.9%<br />

Asia<br />

83.7 CHF million<br />

5.9%<br />

Asia<br />

321.7 CHF million<br />

60.5%<br />

2008 total 532.0 CHF million<br />

Europe<br />

821.4 CHF million<br />

57.7%<br />

2008 total 1 424.3 CHF million


Group report<br />

2 The <strong>Rieter</strong> Group<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Group report<br />

3 Financial highlights<br />

4 Letter to the shareholders<br />

10 <strong>Rieter</strong> Textile Systems<br />

14 <strong>Rieter</strong> Automotive Systems<br />

16 Sustainability<br />

18 Corporate Governance<br />

Financial report<br />

Consolidated financial statements<br />

30 Consolidated income statement and<br />

consolidated statement of comprehensive income<br />

31 Consolidated balance sheet<br />

32 Consolidated statement of cash flows<br />

33 Changes in consolidated equity<br />

34 Notes to the consolidated financial statements<br />

64 Significant subsidiaries and associated companies<br />

66 <strong>Report</strong> of the statutory auditor on the consolidated<br />

financial statements<br />

Financial statements of <strong>Rieter</strong> Holding Ltd.<br />

68 Income statement<br />

69 Balance sheet<br />

70 Notes to the financial statements<br />

77 Proposal of the Board of Directors<br />

78 <strong>Report</strong> of the statutory auditor<br />

on the financial statements<br />

Appendix<br />

80 Review 2005 to <strong>2009</strong><br />

1


2<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . The <strong>Rieter</strong> Group<br />

The <strong>Rieter</strong> Group<br />

<strong>Rieter</strong> is an industrial group based in Winterthur,<br />

Switzerland, and operating on a global scale.<br />

Formed in 1795, the company is a leading supplier<br />

to the textile and automotive industries.<br />

Since it was established, <strong>Rieter</strong>’s innovative<br />

momentum has been a powerful driving force for<br />

industrial progress. Products and solutions are<br />

ideally tailored to its customers’ needs and are<br />

increasingly also produced in customers’ markets.<br />

<strong>Rieter</strong> has a presence in some 20 countries with<br />

nearly 70 manufacturing facilities and has a total<br />

worldwide workforce of 12 700 employees, some<br />

13% of whom are based in Switzerland.<br />

<strong>Rieter</strong> Textile Systems<br />

<strong>Rieter</strong> Textile Systems develops and produces<br />

machinery, systems and components for manufacturing<br />

yarns from natural and man-made fibers<br />

and their blends. <strong>Rieter</strong> is a leading supplier of<br />

integrated installations for short staple spinning<br />

mills, from the spinning preparation stage to the<br />

final spinning process as well as of the technology<br />

components and service offerings. Therefore,<br />

<strong>Rieter</strong> can develop optimal solutions for customers<br />

not least a comprehensive consulting service<br />

from planning to operation of spinning mills. A glob-<br />

al presence in the large emerging markets such<br />

as China and India is an essential success factor.<br />

In <strong>2009</strong> the Textile Systems Division posted sales<br />

of 532.0 million CHF, equivalent to 27% of total<br />

group sales, with 4 086 employees.<br />

For the benefit of shareholders, customers and<br />

employees, <strong>Rieter</strong> aspires to achieve sustained<br />

growth in enterprise value. With this in mind,<br />

<strong>Rieter</strong> seeks to maintain a continuous increase<br />

in sales and profitability, primarily by organic<br />

growth, but also through strategic alliances and<br />

acquisitions.<br />

The company comprises two divisions:<br />

Textile Systems and Automotive Systems.<br />

<strong>Rieter</strong> Automotive Systems<br />

<strong>Rieter</strong> Automotive Systems is the leading global<br />

manufacturer of systems for acoustic comfort and<br />

thermal management in motor vehicles. The Division<br />

develops and manufactures components, modules<br />

and total systems for the passenger, trunk and<br />

engine compartments, as well as heat protection<br />

and aerodynamic underbody solutions. The Automotive<br />

Systems’ customers include all the world’s major<br />

automotive manufacturers. <strong>Rieter</strong> Automotive<br />

Systems produces at locations in Europe, North and<br />

South America, South Africa, Turkey, China and<br />

India. The Division operates a global network of Development<br />

and Acoustic Centers close to its customers<br />

as well as a central research center in Winter-<br />

thur, Switzerland. In <strong>2009</strong> the Automotive Systems<br />

Division posted sales of 1 424.3 million CHF, equivalent<br />

to 73% of total group sales, with 8 600 employees.


Financial highlights<br />

CHF million 2007 2008 <strong>2009</strong><br />

<strong>Rieter</strong> Group<br />

1. Sales, adjustments for sales deductions and own work capitalized<br />

and changes in inventories of products manufactured by<br />

the company (cf. page 30).<br />

2. Net result plus depreciation and amortization (cf. page 62).<br />

3. Excluding apprentices and temporary employees.<br />

4. Proposed by the Board of Directors (cf. page 77).<br />

5. Source: Bloomberg.<br />

6. Shareholders’ equity attributable to shareholders of <strong>Rieter</strong><br />

Holding Ltd. per share outstanding at December 31.<br />

<strong>2009</strong>/2008<br />

Change in %<br />

Orders received 4 066.4 2 561.6 1 935.1 – 24<br />

Sales 3 930.1 3 142.5 1 956.3 – 38<br />

Corporate output 1<br />

3 822.8 2 971.7 1 846.5 – 38<br />

Operating result before special charges, interest and taxes 286.8 22.4 – 186.6<br />

• in % of corporate output 7.5 0.8 – 10.1<br />

Operating result before interest and taxes (EBIT) 278.7 – 312.1 – 186.6<br />

• in % of corporate output 7.3 – 10.5 – 10.1<br />

Net result 211.5 – 396.7 – 217.5<br />

• in % of corporate output 5.5 – 13.3 – 11.8<br />

Cash flow 2<br />

360.2 – 102.4 – 93.0<br />

• in % of corporate output 9.4 – 3.4 – 5.0<br />

Investments in tangible fixed assets and intangible assets 203.5 140.9 61.7 – 56<br />

Total assets 2 847.4 2 088.9 1 814.1 – 13<br />

Shareholders’ equity before appropriation of profit 1 369.5 746.2 655.8 – 12<br />

Number of employees at year-end 3<br />

Divisions<br />

15 506 14 183 12 761 – 10<br />

Sales Textile Systems 1 566.8 1 120.4 532.0 – 53<br />

Operating result before interest and taxes Textile (EBIT) 200.7 – 49.5 – 73.6<br />

• in % of corporate output Textile Systems 13.1 – 4.9 – 15.8<br />

Sales Automotive Systems 2 363.3 2 022.1 1 424.3 – 30<br />

Operating result before interest and taxes Automotive<br />

(EBIT) 91.6 – 251.0 – 105.1<br />

• in % of corporate output Automotive Systems 4.0 – 12.8 – 7.6<br />

<strong>Rieter</strong> Holding Ltd.<br />

Share capital 22.3 21.4 23.4<br />

Net profit 67.4 2.9 1.0<br />

Gross distribution 57.1 0.0 0.0 4<br />

Number of registered shares, paid-in 4 450 856 4 283 056 4 672 363<br />

Average number of registered shares outstanding 4 092 265 3 822 929 4 392 808 15<br />

Price of registered shares (high/low) CHF 717/478 5 505/151 5 270/95 5<br />

Number of registered shareholders on December 31 7 091 8 519 8 400 – 1<br />

Market capitalization on December 31 1 965.7 650.9 1 084.5 67<br />

Data per registered share<br />

Earnings per share CHF 48.19 – 106.18 – 50.96<br />

Equity (group) 6<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Financial highlights<br />

CHF 332.86 181.25 126.42 – 30<br />

Gross distribution (<strong>Rieter</strong> Holding Ltd.) CHF 15.00 0.00 0.00 4<br />

3


4<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Letter to the shareholders<br />

Erwin Stoller<br />

Chairman of the Board of Directors<br />

Severe test faced successfully in the <strong>2009</strong> financial year<br />

Dear shareholder<br />

This E. Schneider<br />

Vice-Chairman of the Board of Directors<br />

The impact of the economic and financial crisis was<br />

a dominant feature of the <strong>2009</strong> financial year for<br />

the <strong>Rieter</strong> Group. The unfavorable market conditions<br />

had an adverse influence on the trend of business<br />

at both divisions, and resulted in a substantial<br />

net loss. Despite a drastic slump in sales in the past<br />

two financial years totaling 1 973.8 million CHF –<br />

equivalent to some 50% – <strong>Rieter</strong> successfully<br />

defended its strong market position in the textile<br />

machinery and automotive component supply businesses.<br />

The difficult overall conditions subjected<br />

the group as a whole to a severe test. <strong>Rieter</strong> faced<br />

it successfully thanks to the strenuous efforts of<br />

management and personnel as well as thanks to the<br />

confidence of the shareholders. By focusing at an<br />

early stage on bolstering equity capital and managing<br />

liquidity, <strong>Rieter</strong> had a strong balance sheet with<br />

a sound equity ratio and positive net liquidity at<br />

year-end.<br />

New orders received and sales by the group fell<br />

steeply in the year under review, but a slight recovery<br />

in the markets became apparent in the second<br />

half of the year. <strong>Rieter</strong> believes that activity in both<br />

sectors in which the group operates bottomed out<br />

before mid-<strong>2009</strong>. In the year under review <strong>Rieter</strong><br />

made progress with the sustained improvement<br />

of its cost structure through restructuring and also<br />

took advantage of numerous opportunities for<br />

short-term cost economies. These measures in conjunction<br />

with improved capacity utilization due<br />

to higher volumes enabled the <strong>Rieter</strong> Group in the<br />

second semester to significantly reduce losses<br />

at operating and group level in the second half of<br />

<strong>2009</strong> compared to the first six months.<br />

Investments in innovations and market development<br />

were reviewed against the backdrop of<br />

customers’ restraint and prioritized to enable the<br />

projects of greatest strategic importance to be<br />

implemented nevertheless. With a strong market<br />

position and attractive products <strong>Rieter</strong> is thus<br />

well placed to benefit from the next upswing.<br />

Decline in order intake and sales<br />

Due to the unfavorable market environment, which<br />

affected the first half in particular, orders received<br />

by the <strong>Rieter</strong> Group in the <strong>2009</strong> financial year as<br />

a whole were 24% lower at 1 935.1 million CHF. Order<br />

intake in the second six months was 9% higher<br />

than in the same period of the previous year and<br />

30% higher than in the first half of <strong>2009</strong>. This positive<br />

trend was attributable to a significant increase<br />

in orders received by both divisions. Over the year<br />

as a whole group sales fell more steeply than orders<br />

received. They were 38% lower (35% lower in local<br />

currencies) at 1 956.3 million CHF. In the second<br />

half of <strong>2009</strong> this figure was 21% lower than in the<br />

same period of the previous year and 17% higher<br />

than in the first half of <strong>2009</strong>.<br />

Significantly reduced losses in the second half<br />

of <strong>2009</strong><br />

<strong>Rieter</strong> had already initiated extensive programs to<br />

cut costs and realign structures and processes in<br />

both divisions in summer 2008. <strong>Rieter</strong> continued<br />

these efforts with top priority in the year under<br />

review. Employee costs and operating expenses in<br />

particular were reduced substantially, thus the first<br />

successes in lowering the break-even point have<br />

become apparent. Initial positive effects of these<br />

programs in conjunction with strict cost discipline<br />

became apparent in the second half of <strong>2009</strong>: after<br />

an operating result before special charges amounting<br />

to – 136.5 million CHF was posted in the first<br />

half of <strong>2009</strong>, this figure improved in the second<br />

half to – 50.1 million CHF. For the year as a whole


the operating result before interest and taxes (EBIT)<br />

amounted to – 186.6 million CHF (+ 22.4 million CHF<br />

before special charges in 2008). The progress made<br />

at both divisions in stemming losses and improving<br />

the cost structure in the second half of the year<br />

proves the effectiveness of the restructuring efforts.<br />

The operating losses at Textile Systems and<br />

Automotive Systems were more than halved in the<br />

second half of the year compared to the first.<br />

In particular, the cost-cutting and restructuring<br />

programs also included various measures in the<br />

personnel sector. In order to adjust capacities to<br />

the lower order volumes <strong>Rieter</strong> utilized flexible<br />

working-time models, introduced short-time working<br />

at numerous facilities in Europe and reduced<br />

personnel capacity. A large number of managers<br />

and employees worldwide also deserve thanks for<br />

voluntarily waiving wage and salary entitlements<br />

in various forms. At the end of <strong>2009</strong> the <strong>Rieter</strong><br />

Group’s worldwide workforce totaled 12 761 employees,<br />

a reduction of some 1 400 employees<br />

compared with a year earlier. In order to adjust<br />

capacity to the steep decline in demand <strong>Rieter</strong> has<br />

reduced the number of positions for permanent<br />

employees by a total of 2 700 and for temporary<br />

employees by some 1 000 since the end of 2007.<br />

The transfer of manufacturing operations to lower-<br />

The progress made at both divisions in stemming losses<br />

and improving the cost structure in the second half of the<br />

year bears witness to the effectiveness of the restructuring<br />

measures.<br />

cost countries has continued. <strong>Rieter</strong> thus aims to<br />

exploit the cost advantages of these locations and<br />

also to get closer to customers operating in those<br />

markets, primarily in China and India. The buildup<br />

of permanent employee numbers in the second<br />

half of <strong>2009</strong> took place in the growth markets or –<br />

due to firmer sales – at <strong>Rieter</strong> Automotive in North<br />

America, where our subsidiaries adjusted very<br />

flexibly to the changes in market conditions.<br />

<strong>Rieter</strong> Group <strong>Rieter</strong>-Konzern . <strong>Annual</strong> <strong>Report</strong> . Geschäftsbericht <strong>2009</strong> . Letter to <strong>2009</strong> the shareholders . Abschnitt 5<br />

In the period between 2007 and <strong>2009</strong> the compensation<br />

of the Board of Directors and the Group Executive<br />

Committee was reduced by some 50%, corresponding<br />

to total savings of 3 million CHF.<br />

Net result<br />

The net result amounted to – 217.5 million CHF<br />

(– 396.7 million CHF in 2008). Compared to the first<br />

half of <strong>2009</strong> the net loss halved in the second<br />

six months. This was mainly attributable to the<br />

r e duced operating loss.<br />

No dividend payment<br />

At the <strong>2009</strong> <strong>Annual</strong> General Meeting shareholders<br />

approved the proposal by the Board of Directors<br />

that no dividend should be paid for the 2008 financial<br />

year in the interests of preserving the capital<br />

of the <strong>Rieter</strong> Group. Instead of a dividend payment,<br />

options were allocated to shareholders on May 5,<br />

2008, enabling them to purchase <strong>Rieter</strong> shares on<br />

attractive terms. The issue of shareholder’s options<br />

reinforced <strong>Rieter</strong>’s capital base with an inflow of<br />

46.7 million CHF. Since the group is reporting a loss<br />

for the year under review, the Board of Directors<br />

will propose to the <strong>Annual</strong> General Meeting on April<br />

28, 2010, that no dividend should be paid for <strong>2009</strong>.


6 <strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . Letter . Abschnitt to the shareholders<br />

<strong>Rieter</strong> Textile Systems: market revival in the<br />

second half of the year<br />

The world market for textile machinery featured a<br />

steep downturn from spring 2008 until mid-<strong>2009</strong>.<br />

Demand declined because government stimulus<br />

programs to expand spinning capacity in large textile-producing<br />

countries expired and at the same<br />

time consumption of textiles in major sales markets<br />

such as the US and Europe contracted for economic<br />

reasons. Signs of a slight revival of the markets<br />

have become apparent since summer <strong>2009</strong>. This is<br />

especially the case in India and China. In <strong>2009</strong> as<br />

a whole, orders received by <strong>Rieter</strong> Textile Systems<br />

totaled 510.8 million CHF, equivalent to a decline of<br />

5% compared with the previous year (539.5 million<br />

CHF in 2008). The trend of business diverged in<br />

the two halves of <strong>2009</strong>. While order intake in the<br />

first six months continued to fall compared with the<br />

same – already weak – period in the previous year,<br />

it was some 69% higher in the second half of <strong>2009</strong><br />

than in the first half. <strong>Rieter</strong> already recorded a<br />

significant revival in demand for wearing and spare<br />

As a result of the increase in orders received as of<br />

summer <strong>2009</strong>, sales in the second half of the year of<br />

T extile Systems were already some 13% higher than<br />

in the first six months.<br />

parts in the second quarter of <strong>2009</strong>. Due mainly to<br />

the very low level of orders received in the second<br />

half of 2008 and at the beginning of <strong>2009</strong>, sales<br />

in the year under review as a whole were again<br />

sharply lower. They amounted to 532.0 million CHF,<br />

equivalent to a 53% reduction compared with the<br />

previous year. As a result of the increase in orders<br />

received as of summer <strong>2009</strong>, sales in the second<br />

half of the year were already some 13% higher than<br />

in the first six months.<br />

The steep fall in volumes resulted in unsatisfactory<br />

utilization of capacity. Despite the adjustments initiated<br />

in 2008, which continued to be implemented<br />

systematically in the year under review, the operating<br />

result before interest and taxes (EBIT) was<br />

– 73.6 million CHF (+ 41.3 million CHF before special<br />

charges in 2008). However, the effect of the restructuring<br />

and cost-cutting programs and the slight<br />

increase in volumes was a striking reduction in the<br />

loss in the second half of the year compared to the<br />

first six months – from 58.2 million CHF to 15.4 million<br />

CHF.<br />

<strong>Rieter</strong> has decided to focus even more closely on its<br />

core competencies as a systems supplier in the field<br />

of spinning machinery for short staple fibers as well<br />

as the appropriate technology components and<br />

service offerings. In December <strong>2009</strong> <strong>Rieter</strong> signed<br />

a contract to sell <strong>Rieter</strong> Perfojet in France to the<br />

Austrian Andritz Group. The company manufactures<br />

machinery and systems to produce nonwovens.<br />

The transaction was closed on March 9, 2010.<br />

<strong>Rieter</strong> Automotive Systems: higher sales in the<br />

second half of the year<br />

<strong>Rieter</strong>’s automotive component supply business<br />

suffered a severe slump in demand as a result of the<br />

economic and financial crisis in 2008 and <strong>2009</strong>.<br />

This affected both of <strong>Rieter</strong> Automotive Systems’<br />

main markets, North America and Europe. Following<br />

a decline in the second half of 2008, vehicle output<br />

was again sharply lower in the first half of <strong>2009</strong>.<br />

The trend in vehicle production was considerably<br />

better in Asia – with the exception of Japan – and<br />

in South America. Due largely to government stimulus<br />

programs to support economic activity, automobile<br />

manufacturers in Europe and North America<br />

reduced their excess inventories in the first six<br />

months and started to increase output slightly<br />

again in summer.


In this environment sales by <strong>Rieter</strong> Automotive Systems<br />

were 30% lower (26% lower in local currencies)<br />

in the <strong>2009</strong> financial year, totaling 1 424.3 million<br />

CHF (2 022.1 million CHF in 2008). With its<br />

broad customer base and global structure, Automotive<br />

Systems was able to take full advantage of the<br />

somewhat more favorable market environment in<br />

the second half of the year to improve its position<br />

with customers. The division’s sales during this<br />

period were 19% higher than in the first six months,<br />

despite seasonally lower demand in this period.<br />

<strong>Rieter</strong> Automotive Systems is also expanding its presence<br />

in Asia step by step. The populous countries of India<br />

and China offer great growth potential for the automotive<br />

industry.<br />

In order to adjust capacity to the considerably lower<br />

production volumes and align structures with the<br />

global changes in the industry, <strong>Rieter</strong> Automotive<br />

Systems has implemented extensive restructuring<br />

programs since 2008. In the context of these programs<br />

the closure of four plants had already been<br />

completed and corresponding negotiations at four<br />

other manufacturing sites are well advanced at the<br />

end of <strong>2009</strong>. At the same time manufacturing operations<br />

were being transferred to low-cost countries.<br />

These moves had a very positive impact on the<br />

earnings situation in the <strong>2009</strong> financial year. The<br />

operating result before interest and taxes (EBIT)<br />

improved in the second half of <strong>2009</strong> to – 27.1 million<br />

CHF, compared to – 78.0 million CHF in the first<br />

six months. For the year as a whole the operating<br />

result before interest and taxes (EBIT) amounted to<br />

– 105.1 million CHF, compared with – 7.3 million<br />

CHF before special charges in 2008. The division<br />

continued to press ahead with its restructuring<br />

efforts in Europe in the year under review, and<br />

these will therefore have an even greater impact<br />

on earnings in 2010. The programs in the US are<br />

largely complete.<br />

<strong>Rieter</strong> Group <strong>Rieter</strong>-Konzern . <strong>Annual</strong> <strong>Report</strong> . Geschäftsbericht <strong>2009</strong> . Letter to <strong>2009</strong> the shareholders . Abschnitt 7<br />

Sound balance sheet<br />

Despite the severe impact of the economic and<br />

financial crisis on business at both divisions, <strong>Rieter</strong><br />

still had a sound balance sheet at the end of the<br />

year under review: the equity ratio was 36% as in<br />

the previous year, cash and cash equivalents at<br />

the end of the year amounted to 218 million CHF<br />

(283 million CHF in 2008) and net liquidity was<br />

10 million CHF (net debt of 37 million CHF in 2008).<br />

The group focused on reinforcing equity capital and<br />

liquidity at an early stage. At the operating level<br />

this included systematic management of working<br />

capital and restraint in capital spending. The sale<br />

of <strong>Rieter</strong> shares to PCS Holding AG in February<br />

<strong>2009</strong>, thus boosting liquidity and equity capital to<br />

the tune of 57 million CHF, and the successful issue<br />

of shareholder’s options in May <strong>2009</strong>, resulting in<br />

a further inflow of 47 million CHF, also made a substantial<br />

contribution to strengthening the balance<br />

sheet and improving the liquidity situation. The<br />

group’s finances remain on a firm foundation thanks<br />

to the available funds and the long-term credit<br />

facility concluded with banks in March <strong>2009</strong>.<br />

Developing future markets; innovations for<br />

business development<br />

<strong>Rieter</strong> took important steps toward implementing<br />

its strategy in the <strong>2009</strong> financial year, although<br />

numerous projects were re-prioritized after careful<br />

review owing to economy measures. It is of crucial<br />

importance for both divisions to have a presence in<br />

the major growth regions and be able to supply customers<br />

there with products and services specific to<br />

their markets. In <strong>2009</strong> <strong>Rieter</strong> Textile Systems continued<br />

to expand its presence in China and India as<br />

well developing products with a price/performance<br />

ratio appropriate to these large textile-producing<br />

countries. The airjet spinning process developed by<br />

<strong>Rieter</strong> and released for sale in selected markets by<br />

Textile Systems in <strong>2009</strong> is of interest to customers<br />

worldwide. It enables high-quality yarns with specific<br />

properties to be produced much more inexpensively<br />

than with existing spinning processes. <strong>Rieter</strong><br />

Automotive Systems is also expanding its presence<br />

in Asia step by step. The populous countries of<br />

India and China offer great growth potential for the


8 <strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . Letter . Abschnitt to the shareholders<br />

automotive industry. For example, China overtook<br />

the US as the largest automobile market in <strong>2009</strong>.<br />

Automotive manufacturers are therefore establishing<br />

further capacity in these markets. Automotive<br />

Systems already has a presence in China and India<br />

with manufacturing plants and intends to align its<br />

network of production facilities even more closely<br />

with the global structural changes in the industry.<br />

The division is also pressing ahead with innovations<br />

to enable customers to overcome the major<br />

technical challenges posed by government environmental<br />

requirements for more economical automobiles<br />

with lower emissions as well as for the entire<br />

life cycle of the vehicles. <strong>Rieter</strong> Ultra Silent (RUS),<br />

the novel fiber technology launched in the previous<br />

year, which helps to reduce vehicle weight and fuel<br />

consumption, offers great potential.<br />

<strong>Annual</strong> General Meeting and shareholders<br />

At the <strong>Annual</strong> General Meeting held on April 29,<br />

<strong>2009</strong>, shareholders elected Michael Pieper,<br />

This E. Schneider, Hans-Peter Schwald and Peter<br />

Spuhler to the Board for a three-year term of office.<br />

Dr. Jakob Baer was re-elected for a second three-<br />

In <strong>2009</strong> <strong>Rieter</strong> Textile Systems continued to expand its<br />

presence in China and India as well developing products<br />

with a price/performance ratio appropriate to these<br />

large textile-producing countries.<br />

year term of office. Dr. Ulrich Dätwyler and Dr. Peter<br />

Wirth did not stand for re-election to the board at<br />

the end of their term of office. Dr. Rainer Hahn decided<br />

to resign from the Board of Directors on the<br />

date of the <strong>2009</strong> <strong>Annual</strong> General Meeting.<br />

Organizational and personnel changes<br />

The Board of Directors of <strong>Rieter</strong> Holding Ltd. elected<br />

their Chairman, Erwin Stoller, as Executive Chairman<br />

at the beginning of August <strong>2009</strong>. With this<br />

move the Board of Directors assumed greater responsibility<br />

and shortened decision-making lines in<br />

a very difficult business environment. With this reassignment<br />

of responsibilities the board is seeking<br />

to establish an optimal organizational structure<br />

to implement the extensive restructuring measures<br />

and ensure the further development of the group.<br />

Since then the members of the Group Executive<br />

Committee report directly to Erwin Stoller. In order<br />

to conform to principles of good corporate governance,<br />

This E. Schneider, Vice-Chairman of the<br />

Board, has been appointed Lead Director.<br />

Hartmut Reuter, CEO, has left the group with the<br />

appointement of Erwin Stoller as Executive Chairman.<br />

Hartmut Reuter had been a member of the<br />

Group Executive Committee since 1997 and Group<br />

CEO since 2002. The Board of Directors conveys<br />

its thanks to him for his good work and wishes him<br />

all the best for the future.


Outlook<br />

By virtue of the leading positions occupied by both<br />

divisions, <strong>Rieter</strong> has been participating in the<br />

recovery of the textile machinery and automotive<br />

markets since mid-<strong>2009</strong>. In the initial months of<br />

the current year Textile Systems has recorded a<br />

further distinct revival in new orders received compared<br />

with the second half of <strong>2009</strong>. Sales by Automotive<br />

Systems in the current year are higher<br />

than the average level in the second half of <strong>2009</strong>.<br />

Although these volumes are well below the levels<br />

achieved in the record years of 2005 – 2007, they<br />

are nevertheless encouraging. The further development<br />

of the markets of relevance for <strong>Rieter</strong> depends<br />

mainly on consumer sentiment in Europe and North<br />

America, and on economic growth in the major<br />

Asian markets. If the market trend in recent months<br />

is confirmed, on a current view <strong>Rieter</strong> expects significant<br />

sales growth at group level in 2010 compared<br />

to <strong>2009</strong>, primarily due to the very low level<br />

of sales in the first half of <strong>2009</strong>.<br />

Despite the severe impact of the economics and financial<br />

crisis on business at both divisions, <strong>Rieter</strong> still had a<br />

sound balance sheet at the end of the year under review.<br />

Due to the restructuring measures it has initiated,<br />

<strong>Rieter</strong> will continue to lower the breakeven point<br />

in both divisions in the course of 2010 and is<br />

confident of achieving the turnaround in 2010,<br />

as already announced in the summer of <strong>2009</strong>.<br />

<strong>Rieter</strong> Group <strong>Rieter</strong>-Konzern . <strong>Annual</strong> <strong>Report</strong> . Geschäftsbericht <strong>2009</strong> . Letter to <strong>2009</strong> the shareholders . Abschnitt 9<br />

Thanks<br />

The severe impact of the global economic and<br />

financial crisis and the steep decline in demand at<br />

both divisions faced the group, its employees and<br />

management with exceptional challenges in the<br />

<strong>2009</strong> financial year. The <strong>Rieter</strong> workforce and<br />

employee representatives therefore deserve special<br />

thanks and also appreciation for all their efforts.<br />

The Board of Directors wishes also to thank customers,<br />

suppliers and business partners, who have<br />

demonstrated in a difficult business environment<br />

that this severe test could be overcome through<br />

close partnership and committed effort. The<br />

Board’s thanks go also to the shareholders for the<br />

confidence they have shown in <strong>Rieter</strong> during this<br />

challenging year.<br />

Winterthur, March 17, 2010<br />

Erwin Stoller This E. Schneider<br />

Chairman Vice-Chairman<br />

of the Board of Directors of the Board of Directors


10 <strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . <strong>Rieter</strong> . Abschnitt Textile Systems<br />

Divisional chief<br />

executive<br />

Peter Gnägi<br />

Orders received<br />

510.8 (539.5)<br />

million CHF<br />

Sales<br />

532.0 (1 120.4 )<br />

million CHF<br />

Operating result before<br />

interest and taxes<br />

– 73.6 (– 49.5)<br />

million CHF<br />

Number of employees<br />

at year-end<br />

4 086 (4 741)<br />

Capital expenditure<br />

of tangible fixed<br />

assets<br />

5.5 (53.2)<br />

million CHF<br />

Products<br />

Components, machines<br />

and systems for producing<br />

yarns from natural<br />

and man-made<br />

fibers and their blends.<br />

(Previous year’s figures are in<br />

brackets.)<br />

<strong>Rieter</strong> Textile Systems:<br />

Market revival in the second half of the year<br />

Following the steep downturn that had already been<br />

the dominant feature of the global market for textile<br />

machinery in the previous year, demand continued<br />

to weaken further in <strong>2009</strong>. The level of new orders<br />

received by <strong>Rieter</strong> Textile Systems declined by 5%<br />

(3% in local currencies) in the year under review as<br />

a whole, increased however in the second half of the<br />

year by almost 70%. The slight recovery starting in<br />

the second quarter of <strong>2009</strong> continued until yearend.<br />

Sales revenues were significantly lower due to<br />

the slump in order intake in the previous year and<br />

at the beginning of <strong>2009</strong>; the decline in the year<br />

under review amounted to 53%. Implementation of<br />

the program initiated in 2008 to adjust structures<br />

to market trends and capacities to sales volume continued<br />

in <strong>2009</strong> at a faster pace. The Textile Division<br />

thus succeeded in substantially reducing losses in<br />

the second half of the year. In <strong>2009</strong> <strong>Rieter</strong> Textile<br />

Systems focused on expanding its presence in the<br />

large Asian markets and on innovations mainly designed<br />

to meet the specific needs of this region.<br />

In December <strong>2009</strong> <strong>Rieter</strong> signed a contract to sell<br />

<strong>Rieter</strong> Perfojet in France to the Austrian Andritz<br />

Group. <strong>Rieter</strong> Textile Systems will thus now concentrate<br />

its efforts on the promising core business with<br />

staple fiber machinery and the related technology<br />

components and service offerings.<br />

Adjustments to the prevailing market<br />

environment<br />

The world market for textile machinery, which had<br />

already been weakening since the fourth quarter of<br />

2007, suffered a massive slump as of March 2008,<br />

and this bottomed out in the first quarter of <strong>2009</strong>.<br />

There were structural and cyclical reasons for this<br />

In <strong>2009</strong> <strong>Rieter</strong> Textile Systems focused consistently on<br />

expanding its presence in the large Asian markets and<br />

on innovations designed to meet the specific needs of<br />

this region.<br />

downturn. On the one hand it marked the end of an<br />

investment boom to expand spinning capacity that<br />

had been fueled additionally in many markets by<br />

government stimulus programs. At the same time<br />

the consequences of the economic and financial crisis<br />

further reinforced the downswing. These resulted<br />

in a decline in textile consumption in the US and<br />

Europe and high yarn inventories in spinning mills<br />

worldwide. The rather better performance of the<br />

domestic markets in the major textile countries of<br />

China and India was insufficient to offset this trend.<br />

<strong>Rieter</strong> Textile Systems had initiated a program of realignment<br />

to the new market conditions at an early<br />

stage in 2008. This continued to be implemented in<br />

the year under review and was stepped up. In order<br />

to minimize the impact of the cyclical decline in volume<br />

on profit performance, Textile Systems worked<br />

intensively on action to cut costs and enhance productivity.<br />

Personnel-related measures, such as the<br />

utilization of flexible working-time models, shorttime<br />

working and reductions in workforce numbers<br />

were prepared and implemented in close cooperation<br />

with employee representatives. The restructuring<br />

programs were on track at the end of <strong>2009</strong> and<br />

the cost savings budgeted for that point in time had<br />

been achieved. Alongside this, Textile Systems realigned<br />

its organization with the structural changes<br />

in the industry. The division combined the structures<br />

and functions of sites in order to lower the<br />

breakeven point substantially. Textile Systems is<br />

aiming for better customer proximity, greater cost<br />

efficiency and shorter decision-making lines with<br />

a new, leaner organization. These efforts have resulted<br />

in a further reduction in the workforce affecting<br />

all levels.<br />

Innovations for long-term development<br />

of the business<br />

<strong>Rieter</strong> Textile Systems worked purposefully on the<br />

further development of its product range in <strong>2009</strong> in<br />

order to maintain its good market position and<br />

be well-placed to benefit from the next upswing although<br />

projects were reviewed and prioritized in<br />

light of the adverse market conditions. <strong>Rieter</strong> aims<br />

to help customers gain a competitive edge with novel<br />

types of yarn and also through higher productivity<br />

of their installations, optimum utilization of raw<br />

material and energy efficiency.


<strong>Rieter</strong> Textile Systems attached particular importance<br />

to innovations that take the needs of the large<br />

Asian markets into account. <strong>Rieter</strong> has had success<br />

in this respect with the G 312 ring spinning machine,<br />

which is manufactured in India for the local<br />

market and was launched in the year under review<br />

(see illustration on page 13).<br />

In <strong>2009</strong> <strong>Rieter</strong> released a machine manufactured in<br />

China for sale on the local market – the A 11 blowroom<br />

machine. The localization process completed<br />

within a relatively short time can serve as a model<br />

for further localizations of machines for China.<br />

<strong>Rieter</strong> aims to help customers gain a competitive edge<br />

with novel types of yarn and also trough higher productivity<br />

of their installations.<br />

The innovative J 10 airjet spinning machine was<br />

released for sale in selected markets in <strong>2009</strong>. The<br />

main advantage of J 10 technology is apparent in<br />

the structure of the yarn for downstream processing<br />

and the textile end product. Airjet spinning is the<br />

most productive of all known spinning processes,<br />

and this is coupled with comparatively low energy<br />

consumption. With the introduction of the airjet<br />

spinning machine <strong>Rieter</strong> now offers four spinning<br />

technologies from a single source: ring spinning,<br />

compact spinning, rotor spinning and airjet spinning.<br />

<strong>Rieter</strong> can therefore take a neutral standpoint<br />

in recommending and delivering the spinning system<br />

that is best suited to the customer’s needs.<br />

Customers also benefit from the fact that <strong>Rieter</strong>, as<br />

a supplier of products and services for the entire<br />

spinning process, is also very familiar with the requirements<br />

of upstream and downstream processes<br />

and machines.<br />

In <strong>2009</strong> <strong>Rieter</strong> also worked on localization solutions<br />

for Asia and specific innovations for these<br />

markets in the technology components business.<br />

For example, the market-leading Elite compact spinning<br />

system has been adapted for use on the Indian<br />

D 312 ring spinning machine. Since existing ring<br />

spinning machines can also be upgraded to compact<br />

<strong>Rieter</strong> Group <strong>Rieter</strong>-Konzern . <strong>Annual</strong> <strong>Report</strong> . Geschäftsbericht <strong>2009</strong> . <strong>Rieter</strong> <strong>2009</strong> Textile . Abschnitt Systems 11<br />

spinning machines with Elite, <strong>Rieter</strong> has optimized<br />

the Elite system for use with local cotton varieties in<br />

China and India.<br />

Global presence expanded further<br />

In the year under review <strong>Rieter</strong> Textile Systems<br />

expanded step by step both manufacturing facilities<br />

and engineering services in India and China with<br />

a view to meeting the needs of customers in Asia although<br />

numerous projects could not yet be implemented<br />

in full due to the economic situation. In China<br />

in particular, <strong>Rieter</strong> also made good progress in<br />

the procurement process with local suppliers aimed<br />

at ensuring that the high quality synonymous with<br />

the <strong>Rieter</strong> brand is maintained at fair market prices.<br />

<strong>Rieter</strong> is also working intensively toward achieving<br />

this in India and thus being able to profit from local<br />

demand.<br />

<strong>Rieter</strong> Textile Systems seeks to attain its strategic<br />

goal of being the leading supplier of products and<br />

services for the spinning process as a whole through<br />

the ongoing development of market-conform machinery<br />

and components as well as local manufacturing<br />

for Asia. Further effort is necessary to achieve<br />

this, but <strong>Rieter</strong> is well positioned as an innovation<br />

driver that will soon also be capable of assuming<br />

the leading position as a supplier of integrated systems<br />

in the growth markets.


«<br />

With the innovative <strong>Rieter</strong>-Ultra-Silent underbody<br />

panels we support our customers in achieving their goals<br />

in regard to acoustics, weight and CO2 reduction.»<br />

Martin Hintermann, Manager Product Line Exterior<br />

(European Development Center), Sevelen, Switzerland


«<br />

The close cooperation with <strong>Rieter</strong> during the market<br />

launch and testing phase of the new locally produced<br />

ringspinning machine creates confidence, trust and the<br />

potential for future-oriented solutions.»<br />

Dhairyasheel Pawar, Managing Director of Maruti Cotex Ltd, India


14 <strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . <strong>Rieter</strong> . Abschnitt Automotive Systems<br />

Divisional chief executive<br />

Wolfgang Drees<br />

Sales<br />

1 424.3 (2 022.1)<br />

million CHF<br />

Operating result before<br />

interest an taxes<br />

– 105.1 (– 251.0)<br />

million CHF<br />

Number of employees<br />

at year-end<br />

8 600 (9 878)<br />

Capital expenditure of<br />

tangible fixed assets<br />

56.2 (85.3) million CHF<br />

Products<br />

• Systems and components<br />

for vehicle<br />

acoustics and thermal<br />

management (including<br />

carpet and trunk<br />

systems, engine<br />

bay and underbody<br />

systems)<br />

• Services in the fields<br />

of acoustics and<br />

thermal management<br />

(Previous year’s figures are in<br />

brackets)<br />

<strong>Rieter</strong> Automotive Systems:<br />

Higher sales in the second half of the year<br />

The automotive industry in <strong>Rieter</strong> Automotive Systems’<br />

main markets, Europe and North America, has<br />

been experiencing a severe slump in vehicle output<br />

since autumn 2008. This trend continued to define<br />

the division’s business performance in the year under<br />

review. Sales revenues were 30% lower than in<br />

2008 (26% lower in local currencies). The decline<br />

was especially pronounced in the first half of <strong>2009</strong>;<br />

slightly improved market conditions had a positive<br />

impact on the trend of business at <strong>Rieter</strong> in the second<br />

six months. The actions that were initiated in<br />

2008 and continued to be implemented in <strong>2009</strong> to<br />

adjust structures to the changes in the market environment<br />

and the additional cost cutting enabled<br />

Automotive Systems in the second half of the year<br />

to significantly reduce losses at the operating level.<br />

In <strong>2009</strong> the division secured important orders from<br />

vehicle manufacturers, primarily for underbody<br />

modules and acoustic systems for the passenger<br />

compartment. Automotive Systems is therefore well<br />

placed to maintain and selectively expand its strong<br />

market position in future.<br />

Market developments and the trend of business<br />

Automobile production worldwide was 13% lower<br />

in <strong>2009</strong>, declining from 67.4 to 58.6 million vehicles.<br />

Production shrank drastically again in <strong>2009</strong> as a<br />

whole, primarily in the traditional main markets. An<br />

absolute low point was registered in North America<br />

in the first half of the year, but output increased<br />

substantially in the second six months. This was due<br />

on the one hand to the scrappage premiums introduced<br />

to stimulate vehicle sales, and on the other to<br />

In <strong>2009</strong> the division secured important orders from<br />

vehicle manufacturers, primarily for underbody modules<br />

and acoustic systems for the passenger compartment.<br />

manufacturers reducing excess inventories in the<br />

first six months of the year. Automobile output in<br />

North America was 32% lower in <strong>2009</strong> as a whole,<br />

after already suffering a decline of 16% in the previous<br />

year. Government economic stimulus programs<br />

in Europe also had a positive impact on some markets,<br />

mainly in the small car segment. Overall auto-<br />

mobile output in Europe was 20% lower, following<br />

a 10% decline in the previous year. The downturn<br />

was even more dramatic in the commercial vehicle<br />

sector, where output plunged by more than 50%.<br />

The trend in vehicle output in large emerging economies<br />

was significantly better. China’s automobile<br />

production grew by some 50% and India’s by some<br />

17%. Output in Brazil was maintained at almost the<br />

high level of previous years.<br />

Automotive Systems succeeded in maintaining its<br />

strong position and expanding it in major markets in<br />

this difficult business environment. The division<br />

achieved this with a product range that ideally met<br />

customers’ demands for enhanced comfort, lower<br />

weight and reduced CO 2 emissions through innovative<br />

thermo-acoustic systems. Automotive Systems<br />

was also able systematically to exploit the weakness<br />

of some competitors and secure additional orders.<br />

In 2008 Automotive Systems had launched a program<br />

aimed at the sustainable improvement of its<br />

product cost and the division continued to implement<br />

this in the year under review. This includes<br />

improved utilization of material, strict purchasing<br />

management and enhanced productivity. <strong>Rieter</strong><br />

is also reducing manufacturing capacity and the<br />

number of plants operated in Western Europe and<br />

North America in a multi-year restructuring program,<br />

and transferring production to countries<br />

where costs are lower. This will enable <strong>Rieter</strong> to<br />

achieve an overall increase in its cost position, and<br />

also follow its customers in establishing new markets.<br />

This program is largely complete in the USA<br />

and had the positive impact expected in <strong>2009</strong>.<br />

Innovations for the long-term development<br />

of the business<br />

Within the confines of its financial resources <strong>Rieter</strong><br />

Automotive Systems focused very closely on product<br />

and process innovations under the heading of “cost<br />

down – value up”. With its combination of know-how<br />

in acoustics and thermal management, <strong>Rieter</strong> Automotive<br />

Systems has unique expertise for the automotive<br />

industry at its disposal. <strong>Rieter</strong> can therefore<br />

make a major contribution toward overcoming the


challenges facing its customers today. For example,<br />

vehicle manufacturers are being forced by EU directives<br />

to produce lighter vehicles in order to achieve<br />

significant reductions in the CO 2 emissions of their<br />

fleets. With the <strong>Rieter</strong> Ultra Silent fiber technology<br />

launched in the previous year <strong>Rieter</strong> can supply<br />

products featuring low weight, high rigidity and<br />

very good acoustic effectiveness, and as a mono material<br />

these are totally recyclable. <strong>Rieter</strong> achieved<br />

the breakthrough with this innovative solution in<br />

<strong>2009</strong> by securing orders for first-time applications<br />

in the underbody segment. The qualities of <strong>Rieter</strong><br />

Ultra Silent convinced not only customers, but also<br />

the jury of the automotive industry’s renowned PACE<br />

Awards (Premier Automotive Suppliers Contribution<br />

to Excellence), which has nominated this innovation<br />

The jury of the renowned PACE Awards has nominated<br />

this innovation as a finalist for the year 2010.<br />

as a finalist for the PACE Award 2010. All automotive<br />

manufacturers are investing in the development<br />

of new drive concepts to reduce fuel consumption<br />

and CO 2 emissions. Innovative solutions in acoustic<br />

and thermal management – <strong>Rieter</strong> Automotive’s two<br />

core competencies – are especially in demand in<br />

this context.<br />

Expanding activities in growth markets<br />

In the year under review <strong>Rieter</strong> Automotive Systems<br />

re-examined and prioritized its expansion moves<br />

in the growth regions against the backdrop of a difficult<br />

economic environment. <strong>Rieter</strong> nevertheless<br />

succeeded in completing the most important projects.<br />

<strong>Rieter</strong> is following major customers in pursuing<br />

new projects, especially in emerging markets in<br />

the Asia region. In China the division already has<br />

three manufacturing facilities and a development<br />

center with an acoustic laboratory. In India a second<br />

plant was built in <strong>2009</strong>, and together with our<br />

long-term partner Nittoku this will supply Asian<br />

manufacturers in the country. It is located in the<br />

Chennai region and will commence volume production<br />

in spring 2010. The first components for customer<br />

projects have been delivered in volume on<br />

<strong>Rieter</strong> Group <strong>Rieter</strong>-Konzern . <strong>Annual</strong> <strong>Report</strong> . <strong>2009</strong> Geschäftsbericht . <strong>Rieter</strong> Automotive <strong>2009</strong> . Abschnitt Systems 15<br />

schedule from the new plant in Daegu (Korea). <strong>Rieter</strong><br />

Automotive has also reinforced manufacturing operations<br />

in Eastern Europe, especially at its locations<br />

in the Czech Republic and Poland.


16 <strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . Sustainability . Abschnitt<br />

Sustainability<br />

<strong>Rieter</strong> is convinced that acting sustainably is a crucial<br />

factor for long-term business success. In this<br />

context environmentally compatible products and<br />

processes as well as the safety of employees and<br />

the local population are priority concerns. Both divisions<br />

also strive to ensure that the environmental<br />

impact of their products throughout their life cycle<br />

is as small as possible. The choice of base materials,<br />

the optimization of material and energy consumption<br />

and the integration of safety and environmental<br />

aspects in research and development activities play<br />

a major role in this.<br />

All ecologically relevant data are collected and analyzed<br />

in the SEED (Social, Economic and Environmental<br />

Data) electronic database in both divisions.<br />

The results are published on the www.rieter.com<br />

website under the heading of “Environmental<br />

<strong>Report</strong>”.<br />

The environment<br />

<strong>Rieter</strong> products already make a major contribution<br />

toward sustainable development. Here are some<br />

representative examples specific to the divisions:<br />

<strong>Rieter</strong> Automotive Systems<br />

Automobile manufacturers impose high ecological<br />

standards on their component suppliers and verify<br />

compliance with them. <strong>Rieter</strong> responds with continuous<br />

innovation.<br />

Requirement: lower fuel consumption and<br />

CO 2 emissions<br />

Response: reduced vehicle weight<br />

<strong>Rieter</strong> Ultra Silent (RUS) is a fiber-based technology<br />

for lightweight underbody modules and engine<br />

undershields. A weight saving of 2.7 kg (45%) per<br />

vehicle can be achieved for an underbody module.<br />

The PACE (Premier Automotive Suppliers Contribution<br />

to Excellence) Award jury nominated RUS as<br />

a finalist for this acclaimed international innovation<br />

award for 2010.<br />

<strong>Rieter</strong> Ultra Light (RUL) is a technology for manufacturing<br />

lightweight acoustic products. Acoustic packages<br />

14 kg lighter result in a 0.5% reduction in fuel<br />

consumption and lower CO 2 emissions. Since its<br />

market launch RUL has prevented 6.6 million tonnes<br />

of CO 2 emissions.<br />

Requirement: manufacture of resource-conserving<br />

products<br />

Response: use of recyclable material<br />

<strong>Rieter</strong> Ultra Silent consists of glass-free PET and is<br />

100% recyclable.<br />

<strong>Rieter</strong> Ultra Light consists to 80% raw materials<br />

without mineral oil and is also readily recyclable.<br />

Requirement: keep the environmental impact of<br />

products low throughout their life cycle<br />

Response: Life Cycle Assessment<br />

“Life Cycle Assessments” (LCAs) enable <strong>Rieter</strong> to analyze<br />

the different stages of a product’s life and develop<br />

improvements. Raw material, production and<br />

service during the product’s lifetime and its disposal<br />

are analyzed. LCAs were conducted on biomaterials<br />

and recyclable materials and on RUS in the year<br />

under review. The analysis of biomaterials was concerned<br />

with their use for automobile carpets, for example.<br />

The eco-balance was favorable in the case<br />

of RUS: in comparison with the predecessor material<br />

it enables 35% weight savings and up to 14% higher<br />

energy efficiency to be achieved. CO 2 emissions can<br />

also be reduced by 25% and NOx emissions by 15%.<br />

<strong>Rieter</strong> Textile Systems<br />

<strong>Rieter</strong> reduces the energy consumption of textile<br />

machinery and existing in-house production lines<br />

by optimizing products and processes. The energyefficient<br />

drive systems of <strong>Rieter</strong> products enable<br />

customers to achieve higher production performance<br />

with the same energy input.<br />

Requirement: reduced energy consumption<br />

Response: more energy-efficient spinning machinery


In <strong>2009</strong> <strong>Rieter</strong> added the RSB-D 22 double-head<br />

autoleveler drawframe to its machinery offering.<br />

This machine features two completely independent<br />

drafting and autoleveling systems. However, many<br />

components are utilized jointly in the interests of<br />

energy and cost optimization. For example, energy<br />

consumption can be reduced by some 10% per kg<br />

of sliver by using a common extraction system.<br />

Requirement: reduced waste/hazardous waste;<br />

recycling<br />

Response: reduced environmental impact when<br />

manufacturing technology components; recycling<br />

of processing waste.<br />

<strong>Rieter</strong> has invested in a new, environmentally<br />

friendly surface treatment process which no longer<br />

produces hazardous waste during the manufacture<br />

of technology components in Winterthur.<br />

Slurry produced during the grinding process at the<br />

Winterthur site, which previously had to be disposed<br />

of as hazardous waste, is delivered to Swiss<br />

foundries as recyclable material. <strong>Rieter</strong> delivered<br />

some 20 tonnes of grinding swarf in <strong>2009</strong>.<br />

Social aspects<br />

Industrial safety<br />

<strong>Rieter</strong> attaches great importance to a safe and<br />

healthy working environment. In <strong>2009</strong> Automotive<br />

Systems launched a new campaign to call attention<br />

to 14 important rules of conduct in the fields of<br />

environment, safety and health. Management has<br />

undertaken to bring up these rules of conduct at<br />

meetings and conduct training for personnel.<br />

<strong>Rieter</strong> expanded its existing audit system in the year<br />

under review. In addition to fire safety, the risk of<br />

damage caused by natural hazards and business interruptions,<br />

the topics of the environment and industrial<br />

safety were analyzed in greater depth. The<br />

department responsible regularly conducts the relevant<br />

audits in both divisions together with an external<br />

partner and initiates any necessary action.<br />

<strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . Sustainability . Abschnitt 17<br />

Jobs and personnel<br />

<strong>Rieter</strong> had to continue adjusting capacity in the year<br />

under review due to the weak market environment<br />

and the steep decline in sales since 2008. Various<br />

measures were pursued further in cooperation with<br />

local personnel representatives and the European<br />

Works Council in order to alleviate the consequences<br />

of the inevitable reduction in the workforce. The<br />

emphasis in <strong>2009</strong> was again on utilizing personnel<br />

turnover, transfers and early retirement so that<br />

<strong>Rieter</strong> could keep the number of redundancies on<br />

operational grounds as low as possible.<br />

Training<br />

<strong>Rieter</strong> has continued to invest in personnel training<br />

and development despite the difficult business situation.<br />

The facilities offered to personnel included<br />

in-house training and development courses.<br />

This year a group of Winterthur trainees again<br />

honed their entrepreneurial skills in their final year<br />

by managing their own company. In the “Creative<br />

Solutions” apprenticeship project, trainees in different<br />

occupations can independently design, produce<br />

and market metal household and garden products.<br />

In this way <strong>Rieter</strong> encourages young employees to<br />

act responsibly and think creatively.<br />

<strong>Rieter</strong> offers Indian apprentices a third and fourth<br />

year of training in the context of the VET (Vocational<br />

Education and Training) initiative launched two<br />

years ago by the Swiss-Indian Chamber of Commerce.<br />

A kind of twin-track system of vocational<br />

training already exists in India. This is now being<br />

developed further with appropriate elements taken<br />

from Swiss everyday work routines.


18 <strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . Corporate . Abschnitt Governance<br />

Corporate Governance<br />

Transparent reporting creates the basis for trust.<br />

As a corporate group with an international scope<br />

which is committed to creating long-term values,<br />

the <strong>Rieter</strong> Group maintains high standards of corporate<br />

governance and pursues a transparent information<br />

policy vis-à-vis its stakeholders.<br />

The basis for the contents of the following chapter<br />

is provided by the Articles of Association of <strong>Rieter</strong><br />

Holding Ltd. and the Management Regulations of<br />

<strong>Rieter</strong>. The structure of this report conforms to the<br />

corporate governance guidelines issued by the SIX<br />

Swiss Exchange and the pertinent commentaries.<br />

Unless otherwise stated, the data refer to December<br />

31, <strong>2009</strong>. All information will be updated regularly<br />

on www.rieter.com/investors. Some data refer to<br />

the financial section of this <strong>Annual</strong> <strong>Report</strong>. The compensation<br />

report can be found from page 73 of the<br />

financial report.<br />

1 Group structure and shareholders<br />

Group structure<br />

<strong>Rieter</strong> Holding Ltd. is a company incorporated under<br />

Swiss law, with a registered office in Winterthur.<br />

The <strong>Rieter</strong> Group comprises the Textile Systems and<br />

Automotive Systems divisions, the Corporate Center<br />

and all companies controlled by <strong>Rieter</strong> Holding Ltd.,<br />

including joint ventures. The divisions conduct their<br />

business within the framework of the internal management<br />

regulations and are responsible for profitability<br />

with reference to sales and capital employed.<br />

The heads of the divisions report to the Executive<br />

Chairman. Detailed segmental reporting can be<br />

found on pages 43 and 44.<br />

The Corporate Center comprises the central group<br />

specialist units. The Corporate Center supports the<br />

Board of Directors, the Executive Chairman and the<br />

Group Executive Committee in their management<br />

and supervisory functions. The CFO is Head of the<br />

Corporate Center and reports to the Executive<br />

Chairman. Some 90 companies worldwide belonged<br />

to the <strong>Rieter</strong> Group as of December 31, <strong>2009</strong>. A list<br />

of the main companies can be found on pages 64<br />

and 65. The management organization of the <strong>Rieter</strong><br />

Group is independent of the legal structure of the<br />

group and the individual companies.<br />

Notifiable shareholdings/cross-holdings<br />

As of December 31, <strong>2009</strong>, <strong>Rieter</strong> was aware of<br />

the following shareholders with more than 3% of<br />

all voting rights in the company:<br />

• PCS Holding, Weiningen, Switzerland<br />

• Artemis Beteiligungen IV AG, Hergiswil, Switzerland,<br />

and Forbo International SA, Baar, Switzerland<br />

• First Eagle Investment Management LLC,<br />

Wilmington, USA, formerly called Arnhold and<br />

S. Bleichroeder Advisers LLC, New York, USA<br />

Refer to page 72 for details.<br />

There are no cross-holdings in which the interests<br />

exceed 3% of its own shares.<br />

2 Capital structure<br />

Share capital<br />

On December 31, <strong>2009</strong>, the share capital of <strong>Rieter</strong><br />

Holding Ltd. totaled 23 361 815 CHF. This is divided<br />

into 4 672 363 fully paid registered shares with a<br />

par value of 5.00 CHF each. The shares are listed on<br />

the Swiss Exchange (SIX), securities code 367144;<br />

ISIN CH0003671440; Investdata RIEN. <strong>Rieter</strong>’s<br />

market capitalization on December 31, <strong>2009</strong>, was<br />

1 085 million CHF. Each share entitles the holder to<br />

one vote at general meetings of shareholders. <strong>Rieter</strong><br />

has neither participation certificates nor dividendright<br />

certificates in issue.<br />

<strong>Rieter</strong> Holding Ltd. had neither authorized nor contingent<br />

share capital outstanding on December 31,<br />

<strong>2009</strong>.<br />

Changes in share capital<br />

The <strong>Annual</strong> General Meeting held on May 8, 2008,<br />

adopted a resolution to reduce the share capital by<br />

839 000 CHF to 21 415 280 CHF through the cancellation<br />

of 167 800 registered shares. These shares<br />

had been acquired in the context of the share buy-


ack program approved by the Board of Directors on<br />

September 7, 2007.<br />

On May 5, <strong>2009</strong>, <strong>Rieter</strong> allotted to shareholders one<br />

shareholder’s option for each registered share held.<br />

11 shareholder’s options entitled the holder to purchase<br />

one new <strong>Rieter</strong> registered share at a price of<br />

120 CHF during the exercise period. 389 307 new<br />

<strong>Rieter</strong> registered shares had been purchased up to<br />

the end of the exercise period at 12.00 CET on<br />

May 29, <strong>2009</strong>. This corresponds to 99.98% of the<br />

total. This transaction has further reinforced the<br />

capital base of <strong>Rieter</strong> Holding Ltd. with an inflow of<br />

46.7 million CHF.<br />

Restrictions on share transfers and<br />

nominee registrations<br />

Those persons who are entered in the shareholders’<br />

register are recognized as voting shareholders.<br />

<strong>Rieter</strong> shares can be bought and sold without any<br />

restrictions. In terms of § 4 of the articles of association,<br />

entry in the register of shareholders can be<br />

denied in the absence of an explicit declaration that<br />

the shares are held in the applicant’s own name and<br />

for the applicant’s own account. There are no other<br />

registration restrictions. Shares held in a fiduciary<br />

capacity are not entered in the shareholders’ register.<br />

As an exception to this rule, Anglo-Saxon nominee<br />

companies are entered in the register if the<br />

company in question has concluded a nominee<br />

agree ment with <strong>Rieter</strong>. The nominee company exercises<br />

voting rights at the <strong>Annual</strong> General Meeting<br />

of shareholders. At <strong>Rieter</strong>’s request, the nominee is<br />

obliged to disclose the name of the person on<br />

whose behalf it holds shares.<br />

Convertible bonds and options<br />

<strong>Rieter</strong> Holding Ltd. has no convertible bonds or<br />

shareholders’ options outstanding. For details of the<br />

option plan for the Group Executive Committee,<br />

please refer to note 33 (page 61) in the notes to the<br />

consolidated financial statements.<br />

<strong>Rieter</strong> Group <strong>Rieter</strong>-Konzern . <strong>Annual</strong> <strong>Report</strong> . Geschäftsbericht <strong>2009</strong> . Corporate <strong>2009</strong> Governance<br />

. Abschnitt 19


20 <strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . Corporate . Abschnitt Governance<br />

3 Board of Directors<br />

Directors<br />

Pursuant to the articles of association, the Board<br />

of Directors of <strong>Rieter</strong> Holding Ltd. consists of no less<br />

than five and no more than nine members. In the<br />

Name Nationality Position Year of birth<br />

Erwin Stoller CH Executive<br />

Chairman<br />

Erwin Stoller (1947)<br />

• Chairman, Board member and Chairman<br />

since May 8, 2008, Chairman<br />

and Delegate of the Board of Directors<br />

(Executive Chairmain) since August 4,<br />

<strong>2009</strong>, term of office expires in 2011,<br />

Chairman of the personnel committee.<br />

• Swiss national.<br />

• Dipl. Masch. Ing. ETH Zurich; with<br />

<strong>Rieter</strong> since 1978, member of the<br />

Group Executive Committee from<br />

1992 to 2007, Head of Textile Systems<br />

Division from 1992 to 2002, Head<br />

of Automotive Systems Division from<br />

2002 to 2007, withdrawal from operating<br />

management as of December 31,<br />

2007.<br />

On the<br />

Board<br />

since<br />

Elected<br />

until<br />

Executive/<br />

non-executive<br />

1947 2008 2011 executive (since<br />

August 4, <strong>2009</strong>)<br />

This E. Schneider CH Lead Director 1952 <strong>2009</strong> 2012 non-executive<br />

Dr. Dieter Spälti* CH Member 1961 2001 2010 non-executive<br />

Dr. Jakob Baer* CH Member 1944 2006 2012 non-executive<br />

Michael Pieper CH Member 1946 <strong>2009</strong> 2012 non-executive<br />

Hans-Peter Schwald* CH Member 1959 <strong>2009</strong> 2012 non-executive<br />

Peter Spuhler CH Member 1959 <strong>2009</strong> 2012 non-executive<br />

* Members of the audit committee (Chairman: Dr. Jakob Baer).<br />

All seven members of the Board are members of the personnel committee (Chairman: Erwin Stoller).<br />

<strong>2009</strong> financial year (since August 4, <strong>2009</strong>), one<br />

member of the Board (Chairman) performed executive<br />

duties.<br />

This E. Schneider (1952)<br />

• Vice Chairman, Board member and<br />

Vice Chairman since <strong>2009</strong>, Vice<br />

Chairman and Lead Director since<br />

August 4, <strong>2009</strong>, term of office expires<br />

in 2012, member of the personnel<br />

committee.<br />

• Swiss national.<br />

• Lic. oec. HSG; Chairman and CEO of<br />

the listed company SAFAA, Paris,<br />

from 1991 to 1993; Member of the<br />

Executive Board, Valora Group, as<br />

Managing Director of the canteen and<br />

catering division, from 1994 to 1997;<br />

Delegate of the Board of Directors and<br />

Vice President, Selecta Group, from<br />

1997 to 2002; Delegate of the Board<br />

of Directors and Chief Executive<br />

Offi-cer, Forbo Group since 2004.<br />

• Board member, Galenica SA, Berne;<br />

Chairman of the Board, Selecta AG,<br />

Muntelier.


Dr. Dieter Spälti (1961)<br />

• Board member since 2001, term of<br />

office expires in 2010, member of<br />

the audit committee, member of the<br />

personnel committee.<br />

• Swiss national.<br />

• Dr. iur. University of Zurich; Partner,<br />

McKinsey, until 2001; Managing partner,<br />

Spectrum Value Management,<br />

Jona, since 2002.<br />

• Board member, IHAG Holding, Zurich;<br />

Board member, Holcim AG, Jona.<br />

Dr. Jakob Baer (1944)<br />

• Board member since 2006, term of<br />

office expires in 2012, Chairman of<br />

the audit committee, member of the<br />

personnel committee.<br />

• Swiss national.<br />

• Dr. iur. University of Bern; CEO of<br />

KPMG Switzerland until 2004; independent<br />

consultant since October 1,<br />

2004.<br />

• Board member, Adecco S.A.,<br />

Chéserex; Swiss Re, Zurich; Allreal<br />

Holding AG, Baar; Chairmain of the<br />

Board, Stäubli Holding AG, Pfäffikon,<br />

Schwyz; Board member of two not<br />

publicly listed companies.<br />

Michael Pieper (1946)<br />

• Board member since <strong>2009</strong>, term of<br />

office expires in 2012, member of the<br />

personnel committee.<br />

• Swiss national.<br />

• Lic.oec. HSG; owner and Chief Executive<br />

Officer of the Franke Group.<br />

• Chairman of the Board, Artemis Holding<br />

AG, Hergiswil and its subsidiaries<br />

and of the subsidiaries of Franke<br />

worldwide; Board member, Berenberg<br />

Bank (Schweiz) AG, Zurich; Hero AG,<br />

Lenzburg; Forbo Holding AG, Baar;<br />

Aval Tech Holding AG, Niederwangen.<br />

<strong>Rieter</strong> Group <strong>Rieter</strong>-Konzern . <strong>Annual</strong> <strong>Report</strong> . Geschäftsbericht <strong>2009</strong> . Corporate <strong>2009</strong> Governance . Abschnitt 21<br />

Hans-Peter Schwald (1959)<br />

• Board member since <strong>2009</strong>, term of<br />

office expires in 2012, member of the<br />

audit committee, member of the personnel<br />

committee.<br />

• Swiss national.<br />

• Lic.iur. HSG; Lawyer; Chairman and<br />

managing partner in the legal practice,<br />

Staiger, Schwald & Partner AG, Zurich,<br />

Berne and Basel.<br />

• Chairman of the Board, AVIA Association<br />

of Independent Importers of Petroleum<br />

Products, Zurich; Board member<br />

PCS Holding AG, Weiningen; Vice<br />

President of the Board of Directors,<br />

Stadler Rail AG, Bussnang; Board<br />

Member, Ruag Holding AG, Berne;<br />

Board member of other Swiss private<br />

stock companies.<br />

Peter Spuhler (1959)<br />

• Board member since <strong>2009</strong>, term of<br />

office expires in 2012, member of the<br />

personnel committee.<br />

• Swiss national.<br />

• Owner of Stadler Rail AG, Bussnang.<br />

• Chairman of the Board, Stadler Rail<br />

AG, Bussnang; Stadler Bussnang AG,<br />

Bussnang; Aebi-Schmidt Holding AG,<br />

Burgdorf, and of several other companies<br />

of Stadler Rail Group. Board<br />

member, Walo Bertschinger Central<br />

AG, Zurich.<br />

• Member of the National Council of the<br />

Swiss Parliament since 1999.


22 <strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . Corporate . Abschnitt Governance<br />

Cross-involvement<br />

There are no reciprocal appointments to the Board<br />

of Directors.<br />

Group Secretary<br />

Thomas Anwander, lic. iur., Head of Group Legal<br />

Services, Group Secretary of <strong>Rieter</strong> Holding Ltd.,<br />

has been Secretary to the Board of Directors since<br />

1993; he is not a member of the Board of Directors.<br />

Election and term of office<br />

Elections to the Board of Directors are staggered<br />

and directors are elected for a term of office of three<br />

years. They retire at the <strong>Annual</strong> General Meeting following<br />

their 70th birthday. Nominations for election<br />

to the Board of Directors are made with due regard<br />

for the balanced composition of this body, taking industrial<br />

and international management and specialist<br />

experience into account.<br />

The <strong>Annual</strong> General Meeting held on April 29, <strong>2009</strong>,<br />

elected Dr. Jakob Baer to the Board of Directors<br />

for a further term of office. Michael Pieper, This E.<br />

Schneider, Hans-Peter Schwald and Peter Spuhler<br />

were elected as new members of the Board of Directors.<br />

Dr. Ulrich Dätwyler and Dr. Peter Wirth did not<br />

stand for re-election to the Board at the end of their<br />

term of office.<br />

Dr. Rainer Hahn decided to resign from the Board<br />

of Directors on the date of the <strong>2009</strong> <strong>Annual</strong> General<br />

Meeting.<br />

The term of office of Dr. Dieter Spälti expires at<br />

the <strong>Annual</strong> General Meeting to be held on April 28,<br />

2010. He is standing for re-election.<br />

Internal organization<br />

The Board of Directors is responsible for supervisory<br />

management of the <strong>Rieter</strong> Group and the group<br />

companies. It exercises a supervisory function over<br />

the persons who have been entrusted with the management<br />

of the business. It takes decisions on all<br />

transactions assigned to it by law, the articles of association<br />

and the management regulations. It draws<br />

up the <strong>Annual</strong> <strong>Report</strong>, prepares the <strong>Annual</strong> General<br />

Meeting and makes the necessary arrangements<br />

for implementing the resolutions adopted by the<br />

<strong>Annual</strong> General Meeting. The Board of Directors<br />

has the following decision making authority:<br />

• composition of the business portfolio and strategic<br />

thrust of the group<br />

• definition of the group’s structure<br />

• election of the Executive Chairman<br />

• appointment and dismissal of the members of<br />

the Group Executive Committee<br />

• definition of authority and duties of the Chairman<br />

and the committees of the Board of Directors as<br />

well as the members of the Group Executive Committee<br />

• organization of accounting, financial control and<br />

financial planning<br />

• approval of strategic and financial planning,<br />

the budget, the annual financial statements and<br />

the <strong>Annual</strong> <strong>Report</strong>.<br />

• principles of financial and investment policy,<br />

personnel and social policy, management and<br />

communications.<br />

• signature regulations and allocation of authority<br />

• principles of internal auditing<br />

• decisions on investment projects involving<br />

expenditure exceeding 10 million CHF<br />

• issuance of bonds and other financial markets<br />

transactions<br />

• incorporation, purchase, sale and liquidation of<br />

subsidiaries<br />

The Board of Directors comprises the Chairman, the<br />

Vice Chairman and the other members. The directors<br />

allocate their responsibilities amongst themselves.<br />

The Board of Directors has also appointed its<br />

Chairman as Delegate of the Board of Directors (Executive<br />

Chairman). The Vice Chairman also acts as<br />

Lead Director. The Lead Director chairs the Board of<br />

Directors in assessing the performance of the Executive<br />

Chairman, deciding on his remuneration and<br />

other matters requiring separate discussion or decision-making.<br />

The Vice Chairman stands in for the<br />

Chairman in the latter’s absence. The Board of Directors<br />

has a quorum if a majority of members are<br />

present. Motions are approved by a simple majority.<br />

In the event of a tie, the Chairman has the casting


vote. The Board has formed an audit committee and<br />

a personnel/nominations committee to assist it in<br />

its work. However, decisions are made by the Board<br />

of Directors as a whole.<br />

<strong>Rieter</strong>’s Board of Directors has considerably increased<br />

the frequency of its meetings in response to<br />

the especially difficult business environment. The<br />

Board of Directors met for 11 regular meetings in<br />

the <strong>2009</strong> financial year. In addition a telephone<br />

conference of the whole Board was also held. The<br />

agendas for the Board meetings are drawn up by the<br />

Chairman. Any member of the Board can also propose<br />

items for inclusion on the agenda. The board<br />

usually makes an annual visit to one group location.<br />

The members of the Group Executive Committee<br />

also usually attend the meetings of the Board of<br />

Directors. They present the strategy as well as the<br />

results of their operating units and the projects<br />

requiring the approval of the Board of Directors.<br />

Once a year the Board of Directors holds a special<br />

meeting to assess its internal working methods and<br />

cooperation with the Group Executive Committee.<br />

The audit committee currently consists of three<br />

members of the Board. Its Chairman is Dr. Jakob<br />

Baer, the other members are Dr. Dieter Spälti and<br />

Hans-Peter Schwald.<br />

In the <strong>2009</strong> financial year none of the members<br />

of the audit committee performed executive duties.<br />

The Chairman is elected for one year. The audit<br />

committee meets at least twice a year. The Head of<br />

internal audit, representatives of the statutory and<br />

group auditors PricewaterhouseCoopers AG, the<br />

Executive Chairman and the CFO and other members<br />

of the Group Executive Committee and management<br />

as appropriate, also attend the meetings.<br />

The main duties of the audit committee are:<br />

• elaborating principles for external and internal<br />

audits for submission to the Board of Directors and<br />

providing information on their implementation<br />

<strong>Rieter</strong> Group <strong>Rieter</strong>-Konzern . <strong>Annual</strong> <strong>Report</strong> . Geschäftsbericht <strong>2009</strong> . Corporate <strong>2009</strong> Governance<br />

. Abschnitt 23<br />

• assessing the work of the external and internal<br />

auditors as well as their mutual cooperation and<br />

reporting to the Board of Directors<br />

• assessing the reports submitted by the statutory<br />

auditors as well as the invoiced costs.<br />

• reporting to the Board of Directors and assisting the<br />

board in nominating the statutory auditors and the<br />

group auditors for submission to the <strong>Annual</strong> General<br />

Meeting<br />

• considering the results of internal audits, approving<br />

the audit schedule for the following year, nominating<br />

the head of internal audit.<br />

• the Chairman of the audit committee is responsible<br />

for accepting complaints (whistle-blowing) in<br />

connection with the code of conduct (Regulations<br />

regarding Conduct in Business Relationships)<br />

The audit committee met for two regular meetings<br />

in <strong>2009</strong>. The meetings lasted between half a day<br />

and a full day. All committee members attended all<br />

the meetings and regularly received the written<br />

reports of the internal auditors.<br />

Internal audit has been headed by Martin Strub,<br />

Certified Auditor, since 2008.<br />

Since <strong>Rieter</strong>’s Board of Directors has only seven<br />

members, the entire Board currently acts as the<br />

personnel committee/nomination committee. The<br />

Chairman of this committee is appointed by the<br />

Board of Directors. Erwin Stoller held this position<br />

in <strong>2009</strong>. It stipulates the profile of requirements<br />

and the principles for selecting members of the<br />

Board of Directors and prepares the election of new<br />

members of the Group Executive Committee and<br />

their terms of employment. It establishes the principles<br />

for the remuneration of directors and top management<br />

at the <strong>Rieter</strong> Group, especially bonus programs,<br />

share purchase plans and option programs.<br />

The personnel committee is also informed about<br />

plans for Board of Directors and senior management<br />

succession and the relevant development plans.


24 <strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . Corporate . Abschnitt Governance<br />

The personnel committee met for one regular meeting<br />

in <strong>2009</strong>. The meeting lasted half a day. All committee<br />

members attended all the meeting. The Lead<br />

Director chairs the personnel committee/nomination<br />

committee on issues regarding the Executive<br />

Chairman.<br />

Allocation of authority<br />

The Board of Directors delegates operational management<br />

of the business to the Executive Chairman<br />

of the <strong>Rieter</strong> Group. The members of the Group Executive<br />

Committee report to the Executive Chairman.<br />

The allocation of authority and cooperation between<br />

the Board of Directors, the Executive Chairman, the<br />

divisions and the Corporate Center are stipulated in<br />

the group management regulations. The Executive<br />

Chairman draws up the strategic and financial planning<br />

statements and the budget with the Group Executive<br />

Committee, and submits them to the Board<br />

of Directors for approval. He reports regularly on the<br />

course of business as well as on risks and changes<br />

in personnel at management level. In addition to periodic<br />

reporting, he is obliged to inform the Board<br />

of Directors immediately about business transactions<br />

of fundamental importance.<br />

Information and control instruments<br />

regarding the Group Executive Committee<br />

The Board of Directors receives from the Group Executive<br />

Committee a written monthly report on the<br />

key figures of the group and the divisions which provides<br />

information on the balance sheet, cash flow<br />

and income statements, capital expenditure and<br />

projects. The figures are compared with the budget,<br />

the previous year and competitors. The Board of<br />

Directors is also informed at each meeting about the<br />

course of business, important projects and risks. If<br />

the Board of Directors has to rule on major projects<br />

a written request is submitted to directors prior to<br />

the meeting. The projects approved by the Board of<br />

Directors are monitored in the context of special<br />

project controlling. Once a year the Board of Directors<br />

discusses the strategic plans drawn up by the<br />

Group Executive Committee and the financial plan<br />

for the group and the divisions. Financial statements<br />

for publication are drawn up twice a year.<br />

The members of the audit committee, the Executive<br />

Chairman, the CFO and appointed members of the<br />

management, receive the internal audit reports.<br />

Internal audit conducted 28 audits in <strong>2009</strong>. The results<br />

were discussed in detail with the companies<br />

and divisions concerned, and appropriate measures<br />

have been initiated accordingly. The statutory auditors<br />

have access to the minutes of the meetings of<br />

the Board of Directors.<br />

Code of Conduct<br />

The Code of Conduct is an integral part of every<br />

employee’s contract of employment. The Code of<br />

Conduct is explained to employees in the individual<br />

units and is verified regularly in the context of internal<br />

audits and by additional audits. This code<br />

can be accessed on the Internet at www.rieter.com/<br />

about-rieter-group.


4 Group Executive Committee<br />

<strong>Rieter</strong> Group <strong>Rieter</strong>-Konzern . <strong>Annual</strong> <strong>Report</strong> . Geschäftsbericht <strong>2009</strong> . Corporate <strong>2009</strong> Governance . Abschnitt 25<br />

The Group Executive Committee had three members on December 31, <strong>2009</strong>: the heads of the two divisions<br />

and the CFO, who is head of the Corporate Center.<br />

Name Nationality Position Year of birth<br />

Peter Gnägi CH Head of the Division<br />

Textile Systems<br />

Urs Leinhäuser CH Chief Financial Officer and<br />

Head Corporate Center<br />

Wolfgang Drees DE Head of the Division<br />

Automotive Systems<br />

With <strong>Rieter</strong><br />

since<br />

Member of<br />

the Executive<br />

Committee<br />

Current<br />

function<br />

since<br />

1954 1990 2002 2002<br />

1959 2003 2003 2004<br />

1953 2007 2008 2008<br />

Since the election of the Chairman Erwin Stoller as Executive Chairman on August 4, <strong>2009</strong>, the members of the Group Executive<br />

Committee have been reporting directly to Erwin Stoller. In order to safeguard the principles of good corporate governance,<br />

This E. Schneider, Vice Chairman of the Board, has been elected Lead Director. Hartmut Reuter, CEO since 2002, has left the<br />

company.<br />

Peter Gnägi (1954)<br />

• Head of the Textile Systems Division.<br />

• Swiss national.<br />

• Dipl. Masch. Ing. ETH Zurich.<br />

• From 1979 to 1982 Alusuisse AG,<br />

Zurich; from 1982 to 1990 Mettler Instrumente<br />

AG, Stäfa; most recently as<br />

Head Business Group Betriebsmittel;<br />

with <strong>Rieter</strong> since 1990, Head of the<br />

Spun Yarn Systems Business Group<br />

from 1998 to 2002, member of the Executive<br />

Committee of <strong>Rieter</strong> since 2002.<br />

• Member of the Executive Committee,<br />

Swissmem.<br />

Urs Leinhäuser (1959)<br />

• Chief Financial Officer (CFO) and<br />

Head of the Corporate Center.<br />

• Swiss national.<br />

• Dipl. Betriebsökonom HWV.<br />

• From 1995 to 1999 Georg Fischer AG,<br />

most recently as Head of Finance and<br />

Controlling, Division Piping Systems;<br />

from 1999 to 2003 Chief Financial<br />

Officer of Mövenpick Holding; with<br />

<strong>Rieter</strong> since April 2003 as Head of<br />

Group Controlling and member of the<br />

Group Executive Committee, in his<br />

present function since January 2004.<br />

• Member of the Board, Burckhardt<br />

Compression Holding AG, Winterthur.<br />

Wolfgang Drees (1953)<br />

• Head of the Automotive Systems<br />

Division.<br />

• German national.<br />

• Master’s Degree in Mechanical<br />

Engineering, Technical University<br />

of Hanover.<br />

• From 1977 to 2005 Bosch Group in<br />

Germany, Switzerland and USA; since<br />

2002 member of the Executive Committee<br />

of Robert Bosch GmbH, in<br />

charge of chassis systems, electrical<br />

tools, thermal engineering and metals<br />

technology; with <strong>Rieter</strong> since January<br />

2007 as Head of Business Group<br />

Europe of <strong>Rieter</strong> Automotive Systems<br />

and deputy head of the division, in<br />

his present function since January 1,<br />

2008.<br />

• Member of the Board, Huber Packaging<br />

Group, Öhringen, Germany;<br />

Member of the Advisory Board, MSC-<br />

Gleichmann Unternehmensgruppe,<br />

Stutensee, Germany.


26 <strong>Rieter</strong>-Konzern <strong>Rieter</strong> Group . <strong>Annual</strong> . Geschäftsbericht <strong>Report</strong> <strong>2009</strong> <strong>2009</strong> . Corporate . Abschnitt Governance<br />

Management contracts<br />

There are no management contracts between <strong>Rieter</strong><br />

Holding Ltd. and third parties.<br />

5 Remuneration report<br />

Content and process for specifying remuneration<br />

and equity participation programs<br />

Information on the remuneration of the Board of<br />

Directors and the Group Executive Committee can<br />

be found in the remuneration report from page 73.<br />

6 Shareholders’ participatory rights<br />

Voting restrictions<br />

<strong>Rieter</strong> imposes no voting restrictions.<br />

Statutory quorum<br />

General meetings of shareholders adopt resolutions<br />

with the absolute majority of voting shares<br />

represented. All amendments to the articles of<br />

association require at least a two-thirds majority<br />

of the votes represented.<br />

Calling general meetings of shareholders,<br />

drawing up the agenda, voting proxies<br />

General meetings of shareholders are called in writing<br />

by the Board of Directors at least 20 days prior<br />

to the event, with details of the agenda, pursuant to<br />

§ 8 of the articles of association, and are published<br />

in the company’s official publication medium (Swiss<br />

Official Commercial Gazette).<br />

Pursuant to § 9 of the articles of association, shareholders<br />

representing shares with a par value of at<br />

least 500 000 CHF can request the inclusion on the<br />

agenda of an item for discussion, with details of the<br />

relevant motions, by a closing date published by the<br />

company. Shareholders who do not attend general<br />

meetings personally can arrange to be represented<br />

by another shareholder, by the company or by the<br />

independent voting proxy.<br />

Entries in the shareholders’ register<br />

No entries are made in the shareholders’ register<br />

for ten days before and three days after the general<br />

meeting of shareholders.<br />

7 Change of control and defensive measures<br />

Obligation to submit an offer<br />

The legal provisions in terms of Art. 22 BEHG (Bundesgesetz<br />

über die Börsen und den Effektenhandel<br />

– Swiss Exchanges and Securities Trading Act)<br />

are applicable. This states that a shareholder or<br />

a group of shareholders acting in concert who<br />

hold more than 33 1 ⁄ 3 % of all shares must submit<br />

a takeover offer to the other shareholders.<br />

Change of control clauses<br />

There are no change of control clauses in contracts<br />

of employment and office. In the event of a change<br />

of control all outstanding options can be exercised<br />

immediately and all shares blocked in the context<br />

of the share purchase plan are released.<br />

8 Statutory auditors<br />

Duration of mandate and term of office<br />

of the lead auditor<br />

PricewaterhouseCoopers AG, Zurich (PwC), have<br />

been the statutory and group auditors of <strong>Rieter</strong><br />

Holding Ltd. and the <strong>Rieter</strong> Group since 1984. Most<br />

of the companies in the <strong>Rieter</strong> Automotive Systems<br />

Division are audited by KPMG. Urs Honegger has<br />

officiated as lead auditor for the <strong>Rieter</strong> mandate at<br />

PwC since <strong>2009</strong>.<br />

Audit fees and additional fees<br />

PwC, KPMG and other auditors charged the <strong>Rieter</strong><br />

Group approximately 2.0 million CHF (2.9 million<br />

CHF in 2008) for services in connection with auditing<br />

the annual financial statements of the group<br />

companies and <strong>Rieter</strong>’s consolidated accounts in<br />

the <strong>2009</strong> financial year. PwC, KPMG and other auditors<br />

invoiced some 0.8 million CHF (1.3 million CHF<br />

in 2008) for additional services. 0.3 million CHF


(0.3 million CHF in 2008) of this total were for<br />

audit related services, and 0.5 million CHF (0.6 million<br />

CHF in 2008) for tax consulting.<br />

Supervisory and monitoring instruments<br />

regarding the auditors<br />

The audit committee of the Board of Directors<br />

makes an annual assessment of the performance,<br />

fees and independence of the statutory and group<br />

auditors. It submits a proposal to the <strong>Annual</strong> General<br />

Meeting regarding who should be elected as<br />

statutory auditors. Further information on auditing<br />

can be found in section 3.<br />

9 Information policy<br />

<strong>Rieter</strong> maintains regular, open communication with<br />

the company’s shareholders and the capital market.<br />

They are informed through the medium of letters<br />

to shareholders about the group’s annual financial<br />

statements and semi-annual results. In addition,<br />

shareholders and the capital market are informed<br />

via the media of material current changes and developments.<br />

Price-relevant events are publicized in<br />

accordance with the ad hoc publicity requirements<br />

of the Swiss Exchange (SIX). The <strong>Annual</strong> <strong>Report</strong><br />

is available in printed form and on the Internet at<br />

www.rieter.com. Press releases for the public, financial<br />

and industrial media as well as presentations,<br />

share price and contact details are also available on<br />

this website.<br />

Interested parties may add their names to a mailing<br />

list available at www.rieter.com/en/subscription.<br />

Press conferences and meetings with financial analysts<br />

are held at least once a year. <strong>Rieter</strong> also cultivates<br />

dialogue with investors and the media at special<br />

events.<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Corporate Governance<br />

The Board of Directors and the Group Executive<br />

Committee provide information on the annual<br />

accounts and the course of business at the company,<br />

as well as answering shareholders’ questions, at<br />

the <strong>Annual</strong> General Meeting.<br />

Important dates:<br />

• <strong>Annual</strong> General Meeting 2010 April 28, 2010<br />

• Semi-<strong>Annual</strong> <strong>Report</strong> 2010 August 11, 2010<br />

• Publication of sales 2010<br />

• Deadline for proposals<br />

regarding the agenda of<br />

January 28, 2011<br />

the <strong>Annual</strong> General Meeting February 22, 2011<br />

• Results press conference 2011 March 22, 2011<br />

• <strong>Annual</strong> General Meeting 2011 April 13, 2011<br />

Contacts for queries regarding <strong>Rieter</strong>:<br />

for investors and financial analysts:<br />

Urs Leinhäuser, CFO, Phone +41 52 208 79 55,<br />

Fax +41 52 208 70 60, investor@rieter.com<br />

for the media:<br />

Dr. Peter Grädel, Head Corporate Communications,<br />

Phone +41 52 208 70 12<br />

Fax +41 52 208 72 73, media@rieter.com<br />

27


<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Financial report<br />

Financial report<br />

Consolidated financial statements<br />

30 Consolidated income statement and<br />

consolidated statement of comprehensive income<br />

31 Consolidated balance sheet<br />

32 Consolidated statement of cash flows<br />

33 Changes in consolidated equity<br />

34 Notes to the consolidated financial statements<br />

64 Significant subsidiaries and associated companies<br />

66 <strong>Report</strong> of the statutory auditor on<br />

the consolidated financial statements<br />

Financial statements of <strong>Rieter</strong> Holding Ltd.<br />

68 Income statement<br />

69 Balance sheet<br />

70 Notes to the financial statements<br />

77 Proposal of the Board of Directors<br />

78 <strong>Report</strong> of the statutory auditor<br />

on the financial statements<br />

Appendix<br />

80 Review 2005 to <strong>2009</strong><br />

29


30 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Consolidated income statement<br />

Consolidated income statement<br />

CHF million<br />

Sales (4) 1 956.3 3 142.5<br />

Sales deductions – 73.6 – 130.6<br />

Net sales 1 882.7 3 011.9<br />

Change in semi-finished and finished goods – 41.1 – 43.2<br />

Own work capitalized 4.9 3.0<br />

Corporate output 1 846.5 100.0 2 971.7 100.0<br />

Material costs – 885.1 – 48.0 – 1 440.8 – 48.5<br />

Employee costs (5) – 693.0 – 37.5 – 938.2 – 31.5<br />

Other operating expenses (6) – 349.3 – 18.9 – 466.9 – 15.7<br />

Other operating income 35.2 1.9 50.3 1.7<br />

Depreciation and amortization (7) – 140.9 – 7.6 – 153.7 – 5.2<br />

Operating result before special charges, interest and taxes – 186.6 – 10.1 22.4 0.8<br />

Special charges (8) 0.0 0.0 – 334.5 – 11.3<br />

Operating result before interest and taxes (EBIT) – 186.6 – 10.1 – 312.1 – 10.5<br />

Financial income (9) 4.7 10.0<br />

Financial expenses (10) – 29.6 – 74.7<br />

Result before taxes – 211.5 – 11.5 – 376.8 – 12.7<br />

Income taxes (11) – 6.0 – 19.9<br />

Net result – 217.5 – 11.8 – 396.7 – 13.3<br />

Attributable to shareholders of <strong>Rieter</strong> Holding Ltd. – 223.9 – 405.9<br />

Attributable to minority interests 6.4 9.2<br />

Earnings per share<br />

• average number of registered shares outstanding:<br />

4 392 808 (3 822 929 in 2008) CHF – 50.96 – 106.18<br />

Diluted earnings per share<br />

• average number of shares to calculate diluted earnings per share:<br />

4 392 808 (3 822 929 in 2008) CHF – 50.96 – 106.18<br />

* In % of corporate output.<br />

Consolidated statement of comprehensive income<br />

CHF million <strong>2009</strong> 2008<br />

Net result – 217.5 – 396.7<br />

Currency effects 5.9 – 102.6<br />

Financial instruments available for sale:<br />

Change in fair value 54.1 – 50.8<br />

Realized results through income statement 0.3 42.6<br />

Income taxes – 19.9 0.4<br />

Total other comprehensive income 40.4 – 110.4<br />

Total comprehensive income – 177.1 – 507.1<br />

Attributable to shareholders of <strong>Rieter</strong> Holding Ltd. – 182.5 – 510.6<br />

Attributable to minority interests 5.4 3.5<br />

The notes on pages 34 to 65 are an integral part of the consolidated financial statements.<br />

Notes<br />

<strong>2009</strong><br />

% *<br />

2008<br />

% *


Consolidated balance sheet<br />

CHF million Notes<br />

Assets<br />

December 31,<br />

<strong>2009</strong><br />

December 31,<br />

2008<br />

Tangible fixed assets (13) 696.0 786.3<br />

Intangible assets (14) 23.0 30.2<br />

Other non-current assets (15) 164.0 107.9<br />

Deferred tax assets (11) 3.5 4.9<br />

Non-current assets 886.5 929.3<br />

Inventories (16) 266.0 361.3<br />

Trade receivables (17) 331.5 382.1<br />

Other receivables (18) 92.4 125.9<br />

Assets of disposal groups (29) 7.0 0.0<br />

Marketable securities and time deposits (19) 13.0 7.7<br />

Cash and cash equivalents (20) 217.7 282.6<br />

Current assets 927.6 1 159.6<br />

Assets 1 814.1 2 088.9<br />

Shareholders’ equity and liabilities<br />

Share capital (21) 23.4 21.4<br />

Share premium account (capital reserve) 27.5 27.5<br />

Group reserves 536.3 641.0<br />

Equity attributable to shareholders of <strong>Rieter</strong> Holding Ltd. 587.2 689.9<br />

Equity attributable to minority interests (22) 68.6 56.3<br />

Total shareholders’ equity 655.8 746.2<br />

Long-term financial debt (23) 140.7 128.8<br />

Deferred tax liabilities (11) 75.0 62.4<br />

Provisions (24) 182.2 226.8<br />

Other non-current liabilities 1.4 0.9<br />

Non-current liabilities 399.3 418.9<br />

Trade payables 226.8 268.5<br />

Advance payments by customers 63.3 74.3<br />

Short-term financial debt (23) 81.7 198.3<br />

Current tax liabilities 22.2 29.7<br />

Provisions (24) 174.3 153.7<br />

Other current liabilities (25) 177.3 199.3<br />

Liabilities of disposal groups (29) 13.4 0.0<br />

Current liabilities 759.0 923.8<br />

Liabilities 1 158.3 1 342.7<br />

Shareholders’ equity and liabilities 1 814.1 2 088.9<br />

The notes on pages 34 to 65 are an integral part of the consolidated financial statements.<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Consolidated balance sheet<br />

31


32<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Consolidated statement of cash flows<br />

Consolidated statement of cash flows<br />

CHF million Notes <strong>2009</strong> 2008<br />

Net result – 217.5 – 396.7<br />

Interest income (9) – 4.0 – 9.5<br />

Interest expenses (10) 27.6 21.1<br />

Income taxes 6.0 19.9<br />

Depreciation and amortization of tangible and intangible fixed assets 140.9 259.5<br />

Profit/loss on divestments, net (30) – 4.5 2.6<br />

Other non-cash income and expenses – 5.7 31.7<br />

Change in inventories 96.0 100.0<br />

Change in receivables 82.0 206.9<br />

Change in non-current provisions – 50.3 32.5<br />

Change in trade payables – 43.4 – 149.8<br />

Change in advance payments by customers and other liabilities 7.1 – 3.9<br />

Dividends received 0.8 0.5<br />

Interest received 4.0 9.5<br />

Interest paid – 23.2 – 19.7<br />

Taxes paid – 17.4 – 47.4<br />

Net cash from operating activities – 1.6 57.2<br />

Capital expenditure on tangible and intangible assets (13/14) – 61.7 – 140.9<br />

Proceeds from disposals of tangible and intangible assets 16.3 22.2<br />

Investments in financial assets – 10.3 – 14.6<br />

Proceeds from disposals of other tangible assets 6.0 5.4<br />

Purchase/sale of marketable securities and time deposits – 5.6 58.9<br />

Divestments of businesses (30) 22.1 41.7<br />

Acquisitions of businesses (31) 0.0 – 8.5<br />

Net cash used for investing activities – 33.2 – 35.8<br />

Shareholders’ options program 46.7 0.0<br />

Dividend paid to shareholders of <strong>Rieter</strong> Holding Ltd. 0.0 – 57.1<br />

Sale/purchase of own shares 56.0 – 51.8<br />

Capital increases by minority interests 16.2 0.0<br />

Dividends to minority interests – 9.3 – 7.3<br />

Repayments/proceeds of/from short-term financial debt – 134.9 37.7<br />

Proceeds from long-term financial debt 104.9 100.0<br />

Repayments of long-term financial debt – 107.4 – 12.7<br />

Net cash from financing activities – 27.8 8.8<br />

Currency effects – 2.3 – 5.1<br />

Change in cash and cash equivalents – 64.9 25.1<br />

Cash and cash equivalents at beginning of the year 282.6 257.5<br />

Cash and cash equivalents at end of the year 217.7 282.6<br />

The notes on pages 34 to 65 are an integral part of the consolidated financial statements.


Changes in consolidated equity<br />

CHF million<br />

Share<br />

capital<br />

Own<br />

shares<br />

Share<br />

premium<br />

account<br />

Valuation<br />

reserves<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Changes in consolidated equity<br />

Retained<br />

earnings<br />

Total<br />

attributable<br />

to <strong>Rieter</strong><br />

share-<br />

holders<br />

Attribut-<br />

able to<br />

minority<br />

interests<br />

Total consolidated<br />

equity<br />

At January 1, 2008 22.3 – 1.3 27.5 299.9 961.0 1 309.4 60.1 1 369.5<br />

Net result 0.0 0.0 0.0 0.0 – 405.9 – 405.9 9.2 – 396.7<br />

Total other comprehensive income 0.0 0.0 0.0 – 104.7 0.0 – 104.7 – 5.7 – 110.4<br />

Total comprehensive income 0.0 0.0 0.0 – 104.7 – 405.9 – 510.6 3.5 – 507.1<br />

Dividend of <strong>Rieter</strong> Holding Ltd. 0.0 0.0 0.0 0.0 – 57.1 –57.1 1 0.0 – 57.1<br />

Dividends to minority interests 0.0 0.0 0.0 0.0 0.0 0.0 – 7.3 – 7.3<br />

Share-based compensation 0.0 0.0 0.0 0.0 2.0 2.0 0.0 2.0<br />

Change in holding of own shares – 0.9 0.2 0.0 0.0 – 53.1 – 53.8 0.0 – 53.8<br />

At December 31, 2008 21.4 – 1.1 27.5 195.2 446.9 689.9 56.3 746.2<br />

Net result 0.0 0.0 0.0 0.0 – 223.9 – 223.9 6.4 – 217.5<br />

Total other comprehensive income 0.0 0.0 0.0 41.4 0.0 41.4 – 1.0 40.4<br />

Total comprehensive income 0.0 0.0 0.0 41.4 – 223.9 – 182.5 5.4 – 177.1<br />

Shareholder option program 2.0 0.0 0.0 0.0 44.7 46.7 0.0 46.7<br />

Capital increase by minority interests 0.0 0.0 0.0 0.0 – 22.9 – 22.9 16.2 – 6.7<br />

Dividends to minority interests 0.0 0.0 0.0 0.0 0.0 0.0 – 9.3 – 9.3<br />

Share-based compensation 0.0 0.0 0.0 0.0 1.8 1.8 0.0 1.8<br />

Change in holding of own shares 0.0 1.0 0.0 0.0 53.2 54.2 0.0 54.2<br />

At December 31, <strong>2009</strong> 23.4 – 0.1 27.5 236.6 299.8 587.2 68.6 655.8<br />

1. 15.00 CHF per registered share.<br />

Valuation reserves include cumulative translation effects and after-tax valuation gains of 36.2 million CHF (1.7 million CHF in<br />

2008) on financial instruments available for sale.<br />

The notes on pages 34 to 65 are an integral part of the consolidated financial statements.<br />

33


34 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> 2007 . Financial Notes to the report consolidated financial statements<br />

Notes to the consolidated financial statements<br />

1 Summary of significant accounting policies<br />

Basis of preparation<br />

The principal accounting policies applied in preparing<br />

these consolidated financial statements are<br />

set out below. These policies have been consistently<br />

applied to all of the reporting periods presented,<br />

unless stated otherwise.<br />

The consolidated financial statements have been<br />

prepared in accordance with International Financial<br />

<strong>Report</strong>ing Standards (IFRS). The consolidated<br />

financial statements are based on historical costs,<br />

with the exception of financial instruments, which<br />

are measured at fair value.<br />

As of January 1, <strong>2009</strong>, <strong>Rieter</strong> adopted IFRS 8<br />

“Operating Segments” for the first time. The adoption<br />

resulted in certain changes in the presentation<br />

of segment information but had no impact on<br />

the definition of the reportable segments. The<br />

adoption of IAS 1 revised led to the additional disclosure<br />

of a statement of comprehensive income.<br />

The adoption of the amendments of IFRS 7 led<br />

to an expanded disclosure of fair value measurements<br />

of financial instruments. The adoption of<br />

IAS 23 revised “Borrowing Costs” and the other<br />

new regulations had no material impact on the<br />

consolidated financial statements.<br />

Assumptions and estimates<br />

Financial reporting requires management to make<br />

estimates and assumptions that affect the reported<br />

amounts of assets, liabilities, contingent assets<br />

and contingent liabilities at the date of the financial<br />

statements, and reported amounts of revenues and<br />

expenses during the reporting period. Estimates<br />

and assumptions are periodically reviewed and<br />

relate primarily to the areas of asset impairment,<br />

pension plans, provisions and taxes.<br />

The most significant elements of estimates and<br />

assumptions are as follows:<br />

Tangible and intangible assets are tested for impairment<br />

whenever there are indications that, due to<br />

changed circumstances, their carrying value may<br />

no longer be fully recoverable. If such a situation<br />

arises, recoverable amount is determined on the<br />

basis of expected future cash flows, corresponding<br />

to either the discounted value of expected future<br />

net cash flows or the expected net selling price.<br />

If the recoverable amount is below the carrying<br />

amount, a corresponding impairment loss is recognized<br />

in the income statement. The main assumptions<br />

on which these measurements are based<br />

include growth rates, margins and discount rates.<br />

When assessing inventories, estimates for their<br />

recoverability that arise from the expected consumption<br />

of the corresponding item are necessary.<br />

The adjustments for the inventories are calculated<br />

for each item using a coverage analysis. The para-<br />

meters are checked annually and modified if necessary.<br />

Changes in sales or other circumstances<br />

can lead to the book value having to be adjusted<br />

accordingly.<br />

In order to measure liabilities and costs of employee<br />

benefit plans, it is first necessary to assess whether<br />

the plans are defined contribution or defined benefit<br />

plans. If they are defined benefit plans, assumptions<br />

are made for the purpose of estimating future<br />

developments related to the plan. These include<br />

assumptions made for the discount rates, the<br />

expected return on plan assets and future trends<br />

in wages and pensions. Statistical data such as<br />

mortality tables and staff turnover rates are used<br />

to determine employee benefit obligations. If these<br />

parameters change, the subsequent results can<br />

deviate considerably from the actuarial calculations.<br />

Such deviations can ultimately have an effect<br />

on the employee benefit obligation.


In the course of the ordinary operating activities of<br />

the Group, obligations from guarantee and warranty<br />

claims, restructuring and litigation can arise. Provisions<br />

for these obligations are measured on the<br />

basis of realistic estimates of the expected cash<br />

outflow. The outcome of these business transactions<br />

may result in claims against the Group that<br />

may be below or above the related provisions and<br />

that may be covered only in part or not at all by<br />

existing insurance coverage.<br />

Assumptions in relation to income taxes include<br />

interpretations of the tax regulations in place in<br />

the relevant countries. The adequacy of these<br />

interpretations is assessed by the tax authorities.<br />

This can result, at a later stage, in changes to tax<br />

expense. To determine whether tax loss carry-forwards<br />

may be carried as an asset requires judgement<br />

in assessing whether there will be future<br />

taxable profits against which to offset these loss<br />

carry-forwards.<br />

Scope and principles of consolidation<br />

The financial statements of <strong>Rieter</strong> Holding Ltd. and<br />

those group companies in which it has a controlling<br />

influence are fully consolidated. A controlling influence<br />

normally exists when more than 50% of the<br />

voting rights are owned, either directly or indirectly.<br />

Companies in which a 50% interest is held<br />

are also fully consolidated if <strong>Rieter</strong> exercises control,<br />

either by appointing management, by being<br />

the com pany’s main customer, or by integrating the<br />

company in the group’s customer services organization<br />

and product policies. Changes in the scope<br />

of consolidation are recognized on the date when<br />

control of the relevant business is transferred.<br />

Acquisitions are accounted for using the purchase<br />

method. Intercompany transactions are eliminated.<br />

Holdings of 20 to 49% are included in the consolidated<br />

financial statements using the equity method.<br />

Holdings of less than 20% are included in the<br />

balance sheet at fair value. The significant subsidiaries<br />

and associated companies are listed on pages<br />

64 and 65.<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

Changes in the scope of consolidation<br />

The sale of the <strong>Rieter</strong> Real Estate Ltd. in Winterthur<br />

changed the scope of consolidation in the year<br />

under review. The impact of this transaction on the<br />

consolidated financial statements is shown in note<br />

30 (page 57).<br />

Foreign currency translation<br />

Items included in the financial statements of each<br />

group company are measured using the currency<br />

of the primary economic environment in which the<br />

company operates (“functional currency”). The<br />

consolidated financial statements are presented in<br />

Swiss francs, the functional and presentation currency<br />

of <strong>Rieter</strong> Holding Ltd.<br />

Transactions in foreign currencies are translated<br />

into the functional currency by applying the<br />

exchange rates prevailing on the date of the transaction.<br />

Foreign exchange gains and losses resulting<br />

from the settlement of such transactions and<br />

from the translation at year-end exchange rates of<br />

monetary assets and liabilities denominated in<br />

foreign currencies are recognized in the income<br />

statement.<br />

For consolidation purposes, items in the balance<br />

sheet of foreign group companies are translated at<br />

year-end exchange rates, while income statement<br />

items are translated at average rates for the period.<br />

The resulting currency translation differences are<br />

recognized in other comprehensive income and, in<br />

the event of an entity’s deconsolidation, transferred<br />

to the income statement as part of the gain<br />

or loss of the entity’s divestment or liquidation.<br />

35


36<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

Tangible fixed assets<br />

Tangible fixed assets, including non-operational<br />

property, are stated at historical cost less accumulated<br />

depreciation, which is recognized on a<br />

straight-line basis over the estimated useful life<br />

of the asset. Historical cost includes expenditures<br />

that are directly attributable to the acquisition<br />

of the assets.<br />

Useful life is determined according to the expected<br />

utilization of each asset. The relevant ranges are as<br />

follows:<br />

Factory buildings/non-operational<br />

property 20–50 years<br />

Machinery and plant equipment 5–15 years<br />

Tools/IT equipment/furniture 3–10 years<br />

Vehicles 3–5 years<br />

The assets� residual values and useful lives are<br />

reviewed, and adjusted if appropriate, at each<br />

balance sheet date. An asset�s carrying amount is<br />

written down immediately to its recoverable<br />

amount if the asset�s carrying amount is greater<br />

than its estimated recoverable amount.<br />

Where components of more substantial assets<br />

have differing useful lives, these are depreciated<br />

separately. All gains or losses arising from the<br />

disposal of tangible assets are recognized in the<br />

income statement. Costs of maintenance and<br />

repair are charged to the income statement as<br />

incurred.<br />

Investment grants and similar subsidies are<br />

deferred and credited to the income statement on<br />

a straight-line basis over the expected useful life<br />

of the related asset.<br />

Leases<br />

Tangible fixed assets which are financed by leases<br />

giving <strong>Rieter</strong> substantially all the risks and rewards<br />

of ownership are capitalized. Assets held under<br />

such finance leases are depreciated over the shorter<br />

of their estimated useful life or the lease term. The<br />

corresponding lease obligations, excluding finance<br />

charges, are included in either short-term or longterm<br />

financial debt. Lease installments are divided<br />

into an interest and a redemption component.<br />

Lease arrangements in which a substantial portion<br />

of the risks and rewards associated with ownership<br />

of the leased asset remain with the lessor are<br />

classified as operating leases. Payments in respect<br />

of operating leases are charged to the income<br />

statement on a straight-line basis over the duration<br />

of the lease.<br />

Intangible assets<br />

Intangible assets such as product licenses, patents<br />

and trademark rights acquired from third parties<br />

are included in the balance sheet at acquisition cost<br />

and are amortized on a straight-line basis over<br />

a period of up to eight years.<br />

Research and development<br />

Research costs are recognized in the income statement<br />

as incurred. The development costs of major<br />

projects are capitalized only if the present value of<br />

future cash flows is likely to exceed the expected<br />

costs and sales are firm when costs are capitalized.<br />

Goodwill<br />

Goodwill represents the difference between the<br />

purchase price of an acquired company and the<br />

estimated market value of its net assets. It is capitalized<br />

on the date that control of the acquired<br />

company is assumed and carried in the currency<br />

of the relevant acquisition. Goodwill is considered<br />

to have an indefinite useful life and is subject to<br />

annual impairment testing. For this purpose goodwill<br />

is allocated to cash-generating units. The<br />

allocation is made to those cash-generating units<br />

that are expected to benefit from the business<br />

combination in which the goodwill arose. Gains<br />

and losses on the disposal of an entity include<br />

the carrying amount of goodwill relating to the<br />

entity sold. There was no goodwill in the balance<br />

sheet at December 31, <strong>2009</strong> and 2008.


Impairment of non-financial assets<br />

Intangible assets that have an indefinite useful life<br />

are not subject to amortization and are tested annually<br />

for impairment. Assets that are subject to amortization<br />

are reviewed for impairment whenever<br />

events or changes in circumstances indicate that<br />

the carrying amount may not be recoverable.<br />

An impairment loss is recognized for the amount<br />

by which the asset�s carrying amount exceeds its<br />

recoverable amount. The recoverable amount is the<br />

higher of an asset�s fair value less costs to sell or<br />

the asset�s value in use.<br />

Non-financial assets, other than goodwill, that<br />

suffered an impairment in the past are reviewed<br />

for possible reversal of the impairment at each<br />

reporting date.<br />

Financial assets<br />

<strong>Rieter</strong> classifies its financial assets in the following<br />

categories:<br />

Financial assets at fair value through profit or loss<br />

include financial assets held for trading and those<br />

which are classified as such at inception. Derivatives<br />

are also assigned to this category. Assets in this<br />

category are presented as current assets if they are<br />

either held for trading or are expected to be realized<br />

within twelve months after the balance sheet date.<br />

Loans and receivables are non-derivative financial<br />

assets with fixed or determinable payments that are<br />

not quoted in an active market. They are included<br />

in current assets, except for maturities greater than<br />

twelve months after the balance sheet, in which case<br />

they are presented as non-current assets.<br />

Held-to-maturity investments are non-derivative<br />

financial assets with fixed or determinable payments<br />

and fixed maturities, which management intends<br />

to hold to maturity. <strong>Rieter</strong> did not hold any investments<br />

in this category during <strong>2009</strong>.<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

Available-for-sale financial assets are non-derivative<br />

financial assets that are either classified as such or<br />

not assigned to any of the other categories. They are<br />

measured at fair value as of the balance sheet date.<br />

Changes in the value are recorded in share holders�<br />

equity prior to sale, and recognized in the income<br />

statement when they are sold. Any impairment in<br />

the value is charged to income. They are included<br />

in non-current assets unless management intends<br />

to dispose of them within twelve months of the<br />

balance sheet date.<br />

Derivative financial instruments<br />

Foreign currency risks are hedged by <strong>Rieter</strong> using<br />

forward foreign exchange contracts, currency options<br />

and cross-currency swaps. Hedge accounting within<br />

the meaning of IAS 39 is not applied.<br />

Derivatives are initially recognized at fair value on<br />

the date a derivative contract is entered into and are<br />

subsequently remeasured at each reporting date.<br />

The resulting gains and losses are recognized directly<br />

in the income statement. The corresponding positive<br />

and negative replacement values are recognized on<br />

the balance sheet as “other receivables” and “other<br />

current liabilities”, respectively.<br />

Inventories<br />

Raw materials and purchased goods are valued at<br />

the lower of average cost or net realizable value,<br />

while products manufactured in-house are stated<br />

at the lower of manufacturing cost or net realizable<br />

value. Valuation adjustments are made for slowmoving<br />

items and excess stock.<br />

Trade receivables<br />

Receivables are stated at original invoice value<br />

less allowances which are made for the difference<br />

between the invoiced amount and the expected,<br />

discounted payment. The allowances are established<br />

based on maturity structure and identifiable<br />

solvency risks.<br />

37


38<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

Cash and cash equivalents<br />

Cash and cash equivalents include bank accounts<br />

and short-term time deposits with original maturities<br />

up to three months.<br />

Financial debt<br />

Financial debt is recognized initially at fair value,<br />

net of transaction costs incurred. Financial debt<br />

is subsequently stated at amortized cost. Any difference<br />

between the proceeds (net of transaction<br />

costs) and the redemption value is recognized in the<br />

income statement over the period of the obli gation<br />

using the effective interest method.<br />

Provisions<br />

If legal or constructive obligations are incurred as<br />

a consequence of past events, provisions are made<br />

to cover the expected outflow of funds.<br />

Current income taxes<br />

The expected tax charge is calculated and accrued<br />

on the basis of taxable income for the year.<br />

Deferred income taxes<br />

Deferred taxes on differences in amounts reported<br />

for group purposes and amounts determined for<br />

local tax purposes are calculated using the liability<br />

method; current local tax rates are applied for<br />

this purpose. Deferred tax assets and liabilities are<br />

offset to the extent that this is permitted by law.<br />

Changes in deferred taxes are recognized as tax<br />

expense.<br />

Deferred taxes on retained earnings of group<br />

companies are only accrued for in cases where<br />

a distribution of profits is planned.<br />

The tax impact of losses is capitalized to the extent<br />

that it appears probable that such losses will be<br />

offset in the future by temporary valuation differences<br />

or profits.<br />

Pension funds<br />

Employee pension plans are operated by certain<br />

subsidiaries, depending upon the level of coverage<br />

provided by the government pension facilities in<br />

the various countries in which they operate. Some<br />

of these are provided by independent pension<br />

funds. If there is no independent pension fund, the<br />

respective obligations are shown in the balance<br />

sheet under pension provisions. As a rule, pensions<br />

are funded by employees’ and employer’s contributions.<br />

Pension plans exist on the basis of both<br />

defined contributions and defined benefits.<br />

Pension liabilities arising from defined-benefit<br />

plans are calculated according to the projected unit<br />

credit method and are usually appraised annually<br />

by independent actuaries. If the actual assets and<br />

pension liabilities differ by more than 10% from<br />

the projected values, these actuarial gains or losses<br />

are posted to income on a straight-line basis over<br />

the remaining service life of the employees covered.<br />

In the case of defined contribution pension plans,<br />

the contributions are recognized as expense in the<br />

period in which they are incurred.<br />

Share-based compensation<br />

Share-based compensation to members of the Board<br />

of Directors, the Group Executive Committee and<br />

senior management is measured at fair value at the<br />

grant date and charged to employee costs.<br />

Revenue recognition<br />

Sales revenues arising from deliveries of products<br />

are recorded when benefit and risk pass to the<br />

customer. Sales revenues arising from services are<br />

recorded on completion of the service. Credits,<br />

discounts and rebates are deducted from gross<br />

proceeds, as well as sales deductions arising from<br />

actual or foreseeable defaults.<br />

Financing costs<br />

Borrowing costs that are directly attributable to<br />

the acquisition, construction or production of<br />

a qualified asset are capitalized as a part of the<br />

acquisition costs of the qualified asset. All other<br />

financial costs are recognized in the income statement.


2.1 Risk management process<br />

Standards that have been published<br />

but not yet applied<br />

The following new and revised Standards and<br />

Interpretations have been published and do not<br />

have to be applied for annual periods beginning<br />

before July 1, <strong>2009</strong>. <strong>Rieter</strong> has not adopted any<br />

of these new regulations early as they are not<br />

expected to have a material impact on consolidated<br />

shareholders’ equity and net result when they<br />

come into force. IFRS 3 (revised), IAS 27 (revised),<br />

changes to IAS 39, IAS 24 (revised), IFRIC 17,<br />

IFRIC 18, changes to IFRS 2, changes to IAS 32,<br />

IFRIC 19, IAS 24 (revised), changes to IFRIC 14,<br />

IFRS 9.<br />

<strong>Rieter</strong> maintains an Internal Control System (ICS)<br />

with the objective of ensuring effectiveness and<br />

efficiency of operations, reliability of financial<br />

reporting and compliance with applicable laws and<br />

regulations. The Internal Control System is a significant<br />

component of the risk management system.<br />

The risk management process is regulated by the<br />

Group directive “<strong>Rieter</strong> Risk Management System”,<br />

issued by the Board of Directors on August 31,<br />

2001. The directive defines the main risk categories<br />

to be considered for risk management, the persons<br />

in charge of the various risks within the Group, and<br />

the workflows regarding identification, reporting<br />

and handling of risks. The directive further defines<br />

criteria for the qualitative and quantitative risk<br />

assessments, as well as thresholds for the reporting<br />

of identified exposures.<br />

Twice a year the Risk Council reviews the reported<br />

risks of the units concerned regarding their prob ability<br />

and relevance for the Group and any action<br />

required. In addition, the Risk Council reviews risk<br />

management activities in order to identify improvement<br />

requirements and opportunities.<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

Market and business risks resulting from developments<br />

in the relevant markets and of the products<br />

offered therein are assessed as part of the strategic<br />

planning and the financial planning processes. On<br />

the other hand, these risks, as well as operational<br />

risks, are regularly dealt with at the monthly meetings<br />

within the divisions and with the Executive<br />

Chairman and the CFO. Other risks impacting actual<br />

perfor-mance against budget are also dealt with<br />

in these meetings in order to identify and implement<br />

corrective measures. Significant individual risks<br />

are included in the monthly reports to the attention<br />

of the Executive Chairman.<br />

Risks from acquisition or other significant projects<br />

are addressed as part of the project approval and<br />

project management. Such projects are monitored<br />

at the monthly meetings of the Executive Chairman<br />

and the CFO with the divisions, and reviewed quarterly<br />

to the attention of the Board of Directors.<br />

Specific risks are addressed by periodic reports.<br />

Such reports cover environmental and work safety<br />

risks at the various sites of <strong>Rieter</strong>, financial risks<br />

from sale transactions of the Textile Systems Division,<br />

treasury risks, and risks from legal actions and<br />

legal compliance.<br />

An aggregate review of all identified risks and<br />

of <strong>Rieter</strong>�s instruments and measures to cope with<br />

these risks is performed half-yearly. The review<br />

results are summarized annually to the attention<br />

of the Board of Directors.<br />

39


40<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

2.2 Financial risk management tax result and retained earnings would have been<br />

Financial risk factors<br />

As a result of its worldwide activities, <strong>Rieter</strong> is<br />

exposed in principle to various financial risks, such<br />

as market risks (fluctuations in exchange rates,<br />

interest rates and stock market prices), credit risks<br />

and liquidity risks. <strong>Rieter</strong>’s financial risk management<br />

aligns on the aim to minimize the potential<br />

adverse impact of the development of the financial<br />

markets on the Group’s financial performance and<br />

secure its financial stability. This includes the use<br />

of derivative financial instruments to hedge certain<br />

risk exposures.<br />

Financial risk management is largely centralized<br />

for the Group in compliance with directives issued<br />

by the Board of Directors and the Group Executive<br />

Committee. Financial risks are centrally identified,<br />

evaluated and hedged in close cooperation with<br />

the Group’s operating units. Risks are monitored by<br />

means of a risk reporting system.<br />

Foreign exchange risk<br />

Foreign exchange risks arise from net investments<br />

in foreign subsidiaries (translation risk) and when<br />

future business transactions or recognized assets<br />

and liabilities are denominated in a currency other<br />

than the functional currency of the entity concerned<br />

(transaction risk). To hedge such transaction risks,<br />

subsidiaries use forward contracts and currency<br />

options, contracted usually with corporate headquarters.<br />

The net position in each foreign currency<br />

is then subsequently managed through currency<br />

contracts with third parties.<br />

The <strong>Rieter</strong> Group is primarily exposed to foreign<br />

exchange risks versus the euro and the US dollar.<br />

Assuming that the euro had been 5% stronger<br />

versus the Swiss franc at December 31, <strong>2009</strong>, with<br />

all other variables held constant, the Group’s aftertax<br />

result and retained earnings would have been<br />

12.3 million CHF higher (5.6 million CHF higher<br />

in 2008). If the US dollar had been 5% stronger<br />

versus the Swiss franc at December 31, <strong>2009</strong>, with<br />

all other variables held constant, the Group’s after-<br />

1.9 million CHF higher (1.8 million CHF higher<br />

in 2008). If the reverse had been the case, the<br />

Group’s after-tax result and retained earnings would<br />

have been the same amount lower. This would<br />

mainly have been due to exchange gains/losses on<br />

trade accounts receivable and payable.<br />

The Group’s internal cash netting and pooling<br />

system reduces the currency risks on liquid funds.<br />

The companies’ cash holdings with banks are<br />

denominated mostly in the relevant local currency.<br />

The translation risks of cash deposits in foreign<br />

currencies are reviewed periodically.<br />

Interest rate risk<br />

With the exception of cash and cash equivalents<br />

<strong>Rieter</strong> held no material interest-bearing assets<br />

during the year, so both income and cash flow from<br />

operations are largely unaffected by changes in<br />

market interest rates.<br />

However, interest rate risks can arise from interestbearing<br />

financial debt. Financial debt with variable<br />

interest rates expose the Group to interest rate<br />

related cash flow risks, while fixed-rate financial<br />

debt represents a fair-value interest rate risk.<br />

No interest rate hedges are in place at present.<br />

Cash flow sensitivity analysis: A one percentagepoint<br />

increase in interest rates would have reduced<br />

net results and retained earnings by 1.8 million CHF<br />

(1.8 million CHF in 2008). Fair-value sensitivity<br />

analysis: Market value fluctuations of fixed interest<br />

financial debt are not recognized in the income<br />

statement and have no impact on net results.


Price risk<br />

Holding shares and options exposes <strong>Rieter</strong> to a risk<br />

of price fluctuation. To reduce this risk, the Group<br />

reduced its portfolio significantly. Since the Group<br />

has no material securities at the end of <strong>2009</strong>, no<br />

sensitivity analysis of fair-value risk is disclosed.<br />

Credit risk<br />

Credit risks arise from deposits and financial<br />

derivatives held with financial institutions and<br />

from trade accounts receivable. Relationships<br />

with financial institutions are only entered into<br />

with counterparties rated no lower than “A” by<br />

S&P. In the Textile Systems Division credit risks<br />

on trade receivables are usually hedged by means<br />

of insurance, advance payments, letters of credit<br />

or other instruments. The Automotive Systems<br />

Division maintains business relationships with all<br />

significant automotive manufacturers and, compared<br />

to the industry sector, has a geographically<br />

broad, diversified customer portfolio. No customer<br />

accounted for more than 11% (11% in 2008) of<br />

the division’s sales. In the course of the financial<br />

restructuring measures at the US automotive manufacturers,<br />

<strong>Rieter</strong> has also benefited in the first half<br />

of <strong>2009</strong> from a receivables guarantee program.<br />

A corresponding insurance premium was paid.<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

Liquidity risk<br />

<strong>Rieter</strong>’s liquidity risk management includes holding<br />

adequate reserves of liquid funds and time deposits,<br />

the option of financing requirements via an appropriate<br />

level of credit lines, and basically the ability<br />

to place issues on the market. In light of the dynamic<br />

nature of the business environment in which the<br />

Group operates, its goal is to ensure its financial<br />

stability and retain the necessary flexibility in<br />

financing operations by generating free cash flow<br />

and maintaining adequate unutilized credit lines.<br />

Therefore in March <strong>2009</strong> <strong>Rieter</strong> and a group of<br />

banks concluded a loan agreement for medium- and<br />

longer-term financing. In addition to securing and<br />

expanding existing credit lines for the ongoing business,<br />

this agreement also established the financial<br />

preconditions for implementing the restructuring<br />

program.<br />

41


42 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

The table below shows the contractual maturities of the Group’s financial liabilities (including interests):<br />

Financial liabilities December 31, <strong>2009</strong><br />

CHF million<br />

Capital management<br />

The capital managed by the Group corresponds<br />

with the consolidated equity. <strong>Rieter</strong>’s objectives in<br />

terms of capital management are to safeguard the<br />

Group’s financial stability and the ability to continue<br />

as a going concern in order to continue to provide<br />

returns for shareholders and benefits for other stakeholders,<br />

as well as to maintain an optimal capital<br />

structure. The equity ratio is currently about 36%.<br />

As an industrial Group, <strong>Rieter</strong> strives to have a<br />

strong balance sheet with an equity ratio of at about<br />

35%. In order to maintain or change the capital<br />

structure the Group may adjust dividend payments<br />

to shareholders, return capital to shareholders,<br />

issues new shares or dispose of assets in order to<br />

reduce debt.<br />

On February 22, <strong>2009</strong>, the sale of 420 000 <strong>Rieter</strong><br />

treasury shares to PCS Holding AG in Weinigen<br />

(Switzerland) led to a cash inflow of 55.9 million<br />

CHF. On May 5, <strong>2009</strong>, <strong>Rieter</strong> alloted to the shareholders<br />

one shareholders’ option for each share<br />

Carrying<br />

amount<br />

Contractual<br />

cash flows<br />

Within<br />

1 year<br />

In 1 to 5<br />

years<br />

In 5 or<br />

more years<br />

Total<br />

cash-flow<br />

Bank debt 188.1 84.3 124.9 0.0 209.2<br />

Finance leasing obligations 4.6 1.1 3.8 0.5 5.4<br />

Other financial debt 29.7 1.3 39.3 1.6 42.2<br />

Negative replacement values of<br />

derivative financial instruments 0.5 0.5 0.0 0.0 0.5<br />

Trade payables 226.8 226.8 0.0 0.0 226.8<br />

Financial liabilities December 31, 2008<br />

CHF million<br />

Carrying<br />

amount<br />

Contractual<br />

cash flows<br />

Within<br />

1 year<br />

In 1 to 5<br />

years<br />

In 5 or<br />

more years<br />

Total<br />

cash-flow<br />

Bank debt 317.4 206.5 141.0 0.0 347.5<br />

Finance leasing obligations 6.0 1.3 5.3 0.2 6.8<br />

Other financial debt 3.7 2.3 1.8 0.0 4.1<br />

Negative replacement values of<br />

derivative financial instruments 3.4 3.4 0.0 0.0 3.4<br />

Trade payables 268.5 268.5 0.0 0.0 268.5<br />

held. Eleven shareholders’ options entitled the<br />

holder to purchase one new <strong>Rieter</strong> share at<br />

a price of 120 CHF. Up to May 29, <strong>2009</strong> (the end<br />

of the purchase period) 389 307 new <strong>Rieter</strong><br />

shares were purchased, which led to a cash inflow<br />

of 46.7 million CHF.<br />

Since March 20, <strong>2009</strong>, the Group is subject to<br />

externally imposed minimum requirements<br />

regarding equity and free cash flow. These minimum<br />

requirements have been complied with<br />

and compliance is monitored permanently.


3 Segment information by division<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

Segment information is based on the Group‘s organization and management structure and the internal<br />

financial reporting to the Chief Operating Decision Maker. The Chief Operating Decision Maker of <strong>Rieter</strong> is<br />

the Board of Directors of <strong>Rieter</strong> Holding AG. The Group consists of the two reportable segments Textile<br />

Systems and Automotive Systems. There is no aggregation of operating segments. Textile Systems develops,<br />

produces and sells machinery, components and systems for manufacturing yarns. Automotive Systems<br />

develops, produces and sells components, modules and integrated systems in order to provide acoustic<br />

and thermal comfort in motor vehicles. There were no material inter-divisional sales.<br />

Segment information by division <strong>2009</strong><br />

CHF million<br />

Textile<br />

Systems<br />

Automotive<br />

Systems Reconciliation Total Group<br />

Sales 532.0 1 424.3 0.0 1 956.3<br />

Net sales 496.1 1 386.6 0.0 1 882.7<br />

Operating result before special charges,<br />

interest and taxes – 73.6 – 105.1 –7.9 1 – 186.6<br />

Special charges 0.0 0.0 0.0 0.0<br />

Operating result before interest and taxes (EBIT) – 73.6 – 105.1 –7.9 1 – 186.6<br />

Assets 498.7 955.4 360.0 2 1 814.1<br />

Liabilities 285.4 526.2 346.7 3 1 158.3<br />

Net assets 213.3 429.2 13.3 655.8<br />

Capital expenditures on tangible and intangible assets 5.5 56.2 0.0 61.7<br />

Depr. and amort. of tangible and intangible assets 46.2 94.3 0.4 1 140.9<br />

Number of employees 4 4 086 8 600 75 1 12 761<br />

Segment information by division 2008<br />

CHF million<br />

Textile<br />

Systems<br />

Automotive<br />

Systems Reconciliation Total Group<br />

Sales 1 120.4 2 022.1 0.0 3 142.5<br />

Net sales 1 051.7 1 960.2 0.0 3 011.9<br />

Operating result before special charges,<br />

interest and taxes 41.3 – 7.3 –11.6 1 22.4<br />

Special charges – 90.8 – 243.7 0.0 – 334.5<br />

Operating result before interest and taxes (EBIT) – 49.5 – 251.0 –11.6 1 – 312.1<br />

Assets 669.3 1 032.2 387.4 2 2 088.9<br />

Liabilities 377.5 531.5 433.7 3 1 342.7<br />

Net assets 291.8 500.7 – 46.3 746.2<br />

Capital expenditures on tangible and intangible assets 53.2 85.3 2.4 1 140.9<br />

Depr. and amort. of tangible and intangible assets 52.6 100.3 0.8 1 153.7<br />

Number of employees 4 4 741 9 319 123 1 14 183<br />

1. Other units (<strong>Rieter</strong> Holding Ltd, Corporate Center).<br />

2. Assets other units 51.5 Mio. CHF (71.9 Mio CHF in 2008), cash and cash equivalents 217.7 Mio. CHF (282.6 Mio CHF in 2008), marketable securities and time<br />

deposits 13.0 Mio. CHF (7.7 Mio. CHF in 2008), investments 70.1 Mio. CHF (16.0 Mio. CHF in 2008), interest bearing receivables 4.2 Mio. CHF (4.3 Mio. CHF<br />

in 2008), deferred tax assets 3.5 Mio. CHF (4.9 Mio. CHF in 2008).<br />

3. Liabilities other units 27.1 Mio. CHF (14.5 Mio. CHF in 2008), financial debt 222.4 Mio. CHF (327.1 Mio. CHF in 2008), deferred tax liabilities 75.0 Mio. CHF<br />

(62.4 Mio. CHF in 2008), current tax liabilities 22.2 Mio. CHF (29.7 Mio. CHF in 2008).<br />

4. At year-end (excluding apprentices and temporary employees).<br />

43


44<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

4 Sales<br />

Sales and non-current assets by geographic region and countries<br />

CHF million Sales <strong>2009</strong> Sales 2008<br />

Non-current<br />

assets <strong>2009</strong> 1<br />

Non-current<br />

assets 2008 1<br />

Europe 901.1 1 449.6 459.9 550.9<br />

Asia 2 405.3 791.3 99.8 97.2<br />

North America 432.5 589.1 137.6 150.1<br />

Latin America 181.7 256.8 19.0 15.9<br />

Africa 35.7 55.7 2.7 2.4<br />

Total Group 1 956.3 3 142.5 719.0 816.5<br />

Switzerland (domicile of <strong>Rieter</strong> Holding Ltd.) 39.8 65.8 111.5 147.6<br />

Foreign countries 1 916.5 3 076.7 607.5 668.9<br />

Total Group 1 956.3 3 142.5 719.0 816.5<br />

The following countries accounted for more<br />

than 10% of sales or non-current assets:<br />

USA 344.5 493.1 119.7 132.4<br />

Switzerland (domicile of <strong>Rieter</strong> Holding Ltd.) 39.8 65.8 111.5 147.6<br />

Czech Republic 19.1 22.0 87.4 100.1<br />

1. Tangible fixed assets and intagible assets.<br />

2. Including Turkey.<br />

No individual customer accounted for more than 10% of consolidated sales in <strong>2009</strong> and 2008. Sales by<br />

product group are not available.<br />

Capital expenditures and number of employees by geographical region<br />

CHF million<br />

Capital<br />

expenditures<br />

<strong>2009</strong><br />

Capital<br />

expenditures<br />

2008<br />

Number of<br />

employees<br />

<strong>2009</strong> 1<br />

Number of<br />

employees<br />

2008 1<br />

Europe 30.8 85.4 7 295 8 445<br />

Asia 2 13.2 34.3 2 161 2 093<br />

North America 15.7 16.9 2 084 2 287<br />

Latin America 1.8 4.2 1 152 1 275<br />

Africa 0.2 0.1 69 83<br />

Total Group 61.7 140.9 12 761 14 183<br />

1. At year-end (excl. apprentices and temporary employees).<br />

2. Including Turkey.<br />

Change in sales<br />

CHF million <strong>2009</strong> 2008<br />

Change in sales due to volume and price, Textile Systems – 560.9 – 378.0<br />

Change in sales due to volume and price, Automotive Systems – 525.3 – 227.9<br />

Impact of divestments – 18.3 – 57.2<br />

Currency effects – 81.7 – 124.5<br />

Total change in sales – 1 186.2 – 787.6


5 Employee costs<br />

6 Other operating expenses<br />

7 Depreciation and amortization<br />

8 Special charges<br />

9 Financial income<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

CHF million <strong>2009</strong> 2008<br />

Wages and salaries 570.3 769.4<br />

Social security and other personnel expenses 122.7 168.8<br />

Total 693.0 938.2<br />

Other operating expenses include mainly the costs of maintenance, energy and external services.<br />

CHF million <strong>2009</strong> 2008<br />

Tangible fixed assets 133.7 145.3<br />

Intangible assets 7.2 8.4<br />

Total 140.9 153.7<br />

CHF million <strong>2009</strong> 2008<br />

Restructuring costs Textile Systems 0.0 42.7<br />

Restructuring costs Automotive Systems 0.0 195.0<br />

Goodwill impairment Textile Systems 0.0 48.1<br />

Goodwill impairment Automotive Systems 0.0 48.7<br />

Total 0.0 334.5<br />

There were no special charges for restructuring and goodwill impairment in <strong>2009</strong>. In 2008 the special<br />

charges included the cost of the comprehensive restructuring program that entails capacity adjustments<br />

and a more rapid shift from traditional to emerging regions. In addition to the costs of the personnel-<br />

related measures, restructuring costs in 2008 included some extraordinary write-offs of assets as well as<br />

loss on sales of the sheet metal parts manufacturing facility in Ingolstadt, Germany (see note 30).<br />

CHF million <strong>2009</strong> 2008<br />

Interest income 4.0 9.5<br />

Income from non-consolidated investments 0.7 0.5<br />

Total 4.7 10.0<br />

45


46<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

10 Financial expenses<br />

11 Income taxes<br />

CHF million <strong>2009</strong> 2008<br />

Interest cost 27.6 21.1<br />

Loss on marketable securities 0.2 42.6<br />

Other financial expenses and foreign exchange differences, net 1.8 11.0<br />

Total 29.6 74.7<br />

CHF million <strong>2009</strong> 2008<br />

Current income tax expense 11.3 32.0<br />

Deferred income tax expense – 5.3 – 12.1<br />

Total 6.0 19.9<br />

Reconciliation of expected and actual tax expense:<br />

CHF million <strong>2009</strong> 2008<br />

Expected tax expense on pre-tax result of<br />

− 211.5 million CHF (− 376.8 million CHF in 2008)<br />

at an average rate of 35.5% (21.1% in 2008) – 75.0 – 79.5<br />

Impact of non tax-deductible income/expenses 2.5 – 0.1<br />

Impact of losses and loss carry-forwards 77.4 93.4<br />

Impact of changes in tax rates and tax legislation – 2.4 – 0.6<br />

Other effects 3.5 6.7<br />

Total 6.0 19.9<br />

Deferred income taxes<br />

Deferred tax assets and liabilities result from the following balance sheet items:<br />

CHF million<br />

Deferred<br />

tax<br />

assets<br />

<strong>2009</strong><br />

Deferred<br />

tax<br />

liabilities<br />

<strong>2009</strong><br />

Deferred<br />

tax<br />

assets<br />

2008<br />

Deferred<br />

tax<br />

liabilities<br />

2008<br />

Tangible fixed assets 7.9 – 23.1 4.7 – 24.7<br />

Inventories 7.2 – 5.0 9.2 – 7.4<br />

Other assets 2.8 – 44.7 4.7 – 30.4<br />

Provisions 9.8 – 4.7 5.5 – 3.4<br />

Other liabilities 10.3 – 14.0 15.2 – 16.8<br />

Valuation adjustments on deferred tax assets – 20.8 0.0 – 15.1 0.0<br />

Tax loss carry-forwards and tax credits 2.8 0.0 1.0 0.0<br />

Total 20.0 – 91.5 25.2 – 82.7<br />

Offsetting – 16.5 16.5 – 20.3 20.3<br />

Deferred tax assets/liabilities 3.5 – 75.0 4.9 – 62.4<br />

In compliance with the exception clause of IAS 12.39, the Group does not recognize deferred taxes on investments<br />

in subsidiaries. The potential tax effect of profit distributions from subsidiaries to the parent<br />

company varies from country to country and can not be reliably determined.


Capitalized and non-capitalized deferred income taxes resulting from tax loss carry-forwards and tax credits,<br />

presented by year of expiry:<br />

CHF million<br />

Expiry in<br />

12 Research and development<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

Capitalized<br />

<strong>2009</strong><br />

Non<br />

capitalized<br />

<strong>2009</strong><br />

Total<br />

<strong>2009</strong><br />

1 to 3 years 0.2 4.6 4.8 3.1<br />

3 to 7 years 0.8 15.0 15.8 6.9<br />

7 or more years 1.8 209.7 211.5 143.7<br />

Total 2.8 229.3 232.1 153.7<br />

Total<br />

2008<br />

The unused tax losses for which no deferred tax asset has been recognized originate primarily from countries<br />

with a tax rate between 28% and 40%.<br />

In <strong>2009</strong>, 98.7 million CHF was spent on research and development (122.3 million CHF in 2008).<br />

Research and development at Textile Systems continued to focus on the further development of spinning<br />

preparation and end spinning machinery, technology components for cotton spinning mills and the<br />

development of new end spinning machines. Developments are aimed at machinery and technology components<br />

for the Asian market and achieving improved yarn quality, a better price/performance ratio, higher<br />

productivity and lower power consumption.<br />

Developments at Automotive Systems included applications for new models and customized acoustic<br />

products, as well as carpets and underbody components for automotive manufacturers in Europe,<br />

Americas and Asia. Automotive Systems also invests continuously in new processes and materials in<br />

order to improve quality and provide customers with cost benefits.<br />

As in the previous year, no development costs were capitalized in <strong>2009</strong>, since the respective IFRS requirements<br />

were not met.<br />

47


48<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

13 Tangible fixed assets<br />

CHF million<br />

Land and<br />

buildings<br />

Machinery,<br />

equipment<br />

and tools<br />

Data<br />

processing<br />

equipment<br />

Vehicles and<br />

furniture<br />

Machinery and<br />

tools under<br />

construction<br />

Total<br />

tangible<br />

fixed assets<br />

Net book value at January 1, 2008 337.6 485.2 11.6 20.2 62.8 917.4<br />

Reclassification 2.3 26.9 0.5 1.6 – 31.3 0.0<br />

Additions by acquisitions 0.0 0.3 0.0 0.0 0.0 0.3<br />

Other additions 21.3 75.3 3.9 3.7 36.7 140.9<br />

Disposals by divestments – 14.9 – 4.9 – 0.2 – 0.8 – 1.6 – 22.4<br />

Other disposals – 5.5 – 3.9 0.0 – 0.3 – 2.2 – 11.9<br />

Depreciation 1 – 16.9 – 125.1 – 5.5 – 6.8 0.0 – 154.3<br />

Currency effects – 33.4 – 42.0 – 0.7 – 1.7 – 5.9 – 83.7<br />

Net book value at December 31, 2008 290.5 411.8 9.6 15.9 58.5 786.3<br />

Cost at December 31, 2008 566.4 1 547.3 66.4 91.3 59.1 2 330.5<br />

Accumulated depreciation<br />

at December 31, 2008 – 275.9 – 1 135.5 – 56.8 – 75.4 – 0.6 – 1 544.2<br />

Net book value at December 31, 2008 290.5 411.8 9.6 15.9 58.5 786.3<br />

Reclassification 9.5 19.5 0.0 0.1 – 29.1 0.0<br />

Additions 4.2 41.0 1.2 1.1 14.2 61.7<br />

Disposals by divestments – 19.5 0.0 0.0 0.0 0.0 – 19.5<br />

Reclassification to disposal group – 0.1 – 0.1 – 0.1 – 0.1 0.0 – 0.4<br />

Other disposals – 7.5 – 0.6 0.0 0.0 – 1.0 – 9.1<br />

Depreciation – 16.8 – 106.6 – 4.6 – 5.7 0.0 – 133.7<br />

Currency effects 3.8 6.3 0.1 – 0.6 1.1 10.7<br />

Net book value at December 31, <strong>2009</strong> 264.1 371.3 6.2 10.7 43.7 696.0<br />

Cost at December 31, <strong>2009</strong> 543.7 1 579.9 62.9 87.7 43.7 2 317.9<br />

Accumulated depreciation<br />

at December 31, <strong>2009</strong> – 279.6 – 1 208.6 – 56.7 – 77.0 0.0 – 1 621.9<br />

Net book value at December 31, <strong>2009</strong> 264.1 371.3 6.2 10.7 43.7 696.0<br />

1. Includes 9.0 Mio. CHF write-offs in connection with the restructuring program.<br />

The book value of tangible assets held under finance leases was 4.3 million CHF (6.4 million CHF in 2008). As of December 31, <strong>2009</strong><br />

land and buildings with a net book value of 57.0 million CHF were pledged for financial debt.


Land and buildings<br />

CHF million <strong>2009</strong> 2008<br />

Land in operational use 56.2 54.9<br />

Buildings in operational use 207.9 217.2<br />

Non-operational property 0.0 18.4<br />

Total 264.1 290.5<br />

Buildings were insured at the replacement value of 1 353.4 million CHF at balance sheet date (1 337.9 million<br />

CHF in 2008).<br />

Non-operational property<br />

CHF million <strong>2009</strong> 2008<br />

Net book value at January 1 18.4 18.9<br />

Additions 0.0 2.0<br />

Disposals – 18.3 – 2.2<br />

Depreciation – 0.1 – 0.3<br />

Net book value at December 31 0.0 18.4<br />

Market value at December 31 0.0 22.2<br />

In <strong>2009</strong> all non-operational property was sold.<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

49


50<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

14 Intangible assets<br />

CHF million Goodwill<br />

Patents/<br />

trademarks<br />

Other<br />

intangible<br />

assets<br />

Total<br />

intangible<br />

assets<br />

Net book value at January 1, 2008 120.4 35.9 0.3 156.6<br />

Additions by acquisitions 2.6 0.3 3.3 6.2<br />

Disposals by divestments – 21.6 0.0 0.0 – 21.6<br />

Amortization 0.0 – 0.4 – 8.0 – 8.4<br />

Impairment charges – 96.8 0.0 0.0 – 96.8<br />

Currency effects – 4.6 – 8.5 7.3 – 5.8<br />

Net book value at December 31, 2008 0.0 27.3 2.9 30.2<br />

Cost at December 31, 2008 47.1 5.1 52.2<br />

Accumulated amortization at December 31, 2008 – 19.8 – 2.2 – 22.0<br />

Net book value at December 31, 2008 27.3 2.9 30.2<br />

Amortization – 6.7 – 0.5 – 7.2<br />

Currency effects 0.0 0.0 0.0<br />

Net book value at December 31, <strong>2009</strong> 20.6 2.4 23.0<br />

Cost at December 31, <strong>2009</strong> 47.1 5.1 52.2<br />

Accumulated amortization at December 31, <strong>2009</strong> – 26.5 – 2.7 – 29.2<br />

Net book value at December 31, <strong>2009</strong> 20.6 2.4 23.0<br />

In 2008, goodwill allocated to the cash-generating units Division Textile Systems (48.1 million CHF) and<br />

Division Automotive Systems (48.7 million CHF) was fully written off based on the impairment tests.<br />

In <strong>2009</strong> the impairment test on other assets was performed in the second half of the financial year. The<br />

recoverable amount of each cash-generating unit was determined by a value-in-use calculation. This calculation<br />

was based on best estimate for a period of five years prepared by the management in charge and<br />

takes into account past experience over a long economic cycle, but no further growth. For the value-in-use<br />

calculation future cash flows were discounted with the weighted average cost of capital before taxes of<br />

12.0% (12.5% in 2008) for Textile Systems and 12.7% (13.2% in 2008) for Automotive Systems. Based on<br />

the impairment tests, it was not necessary to recognize impairment charges in <strong>2009</strong>.


15 Other non-current assets<br />

16 Inventories<br />

CHF million <strong>2009</strong> 2008<br />

Investments in non-consolidated companies 70.1 16.0<br />

Long-term interest-bearing receivables 4.2 4.3<br />

Other long-term receivables and pension funds 89.7 87.6<br />

Total 164.0 107.9<br />

Prepaid contributions and overfunding of personnel pension plans have been accrued up to the expected<br />

future benefit and amount to 60.0 million CHF.<br />

CHF million <strong>2009</strong> 2008<br />

Raw materials and consumables 74.0 97.1<br />

Purchased parts and goods for resale 57.3 71.9<br />

Semi-finished and finished goods 91.4 109.0<br />

Work in progress 99.8 130.0<br />

Allowance – 56.5 – 46.7<br />

Total 266.0 361.3<br />

The following summarizes the movement in the allowance for inventories:<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

CHF million <strong>2009</strong> 2008<br />

Allowance at January 1 – 46.7 – 52.0<br />

Utilization 0.7 5.9<br />

Additions, net – 10.6 – 4.3<br />

Currency effects 0.1 3.7<br />

Allowance at December 31 – 56.5 – 46.7<br />

51


52 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

17 Trade receivables<br />

CHF million <strong>2009</strong> 2008<br />

Trade receivables 358.7 405.2<br />

Allowance for doubtful receivables – 27.2 – 23.1<br />

Total 331.5 382.1<br />

The following summarizes the movement in the allowance for doubtful receivables:<br />

CHF million <strong>2009</strong> 2008<br />

Allowance for doubtful receivables at January 1 – 23.1 – 21.4<br />

Increase charged to income statement – 9.8 – 2.1<br />

Utilization or reversal 5.6 2.3<br />

Currency effects 0.1 – 1.9<br />

Allowance for doubtful receivables at December 31 – 27.2 – 23.1<br />

Allowances for doubtful receivables are established based upon the difference between the invoice amount<br />

and the expected, discounted payment. <strong>Rieter</strong> establishes the allowance for doubtful receivables based on<br />

its historical loss experience.<br />

Trade receivables include amounts denominated in the following major currencies:<br />

CHF million <strong>2009</strong> 2008<br />

CHF 33.5 47.0<br />

EUR 213.8 269.1<br />

USD 41.1 37.6<br />

GBP 3.6 3.5<br />

Other 39.5 24.9<br />

Total 331.5 382.1<br />

The following table sets forth the aging of trade accounts receivable, showing amounts that are not yet due<br />

as well as an analysis of overdue amounts:<br />

CHF million <strong>2009</strong> 2008<br />

Not due 273.2 313.7<br />

Past due less than 3 months 48.8 56.9<br />

Past due 3 to 6 months 3.4 6.6<br />

Past due 6 months to 1 year 4.2 1.2<br />

Past due 1 to 5 years 0.0 1.5<br />

Past due 5 or more years 1.9 2.2<br />

Total 331.5 382.1


18 Other receivables<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

CHF million <strong>2009</strong> 2008<br />

Prepaid expenses and deferred charges 18.8 22.4<br />

Advance payments to suppliers 13.0 36.2<br />

Positive replacement values of derivative financial instruments 2.3 1.0<br />

Other short-term receivables 58.3 66.3<br />

Total 92.4 125.9<br />

19 Marketable securities and time depostits<br />

20 Cash and cash equivalents<br />

21 Share capital<br />

22 Minority interests<br />

CHF million <strong>2009</strong> 2008<br />

Securities available for sale 2.0 3.0<br />

Securities held for trading 0.0 0.1<br />

Time deposits with original maturities between 3 and 12 months 11.0 4.6<br />

Total 13.0 7.7<br />

CHF million <strong>2009</strong> 2008<br />

Cash and banks 179.8 257.5<br />

Time deposits with original maturities up to 3 months 37.9 25.1<br />

Total 217.7 282.6<br />

31.12.<strong>2009</strong> 31.12.2008<br />

Shares issued Number of shares 4 672 363 4 283 056<br />

Treasury shares 1 Number of shares 27 628 476 743<br />

Shares outstanding Shares outstanding 4 644 735 3 806 313<br />

Nominal value per share CHF 5.00 5.00<br />

Share capital CHF 23 361 815 21 415 280<br />

1. As of December 31, 2008 including shares at the disposal of the Board of Directors.<br />

The main minority interests held by third parties are in UGN Inc. (USA), <strong>Rieter</strong> India Pvt. (India), <strong>Rieter</strong><br />

Nittoku (Guangzhou) Automotive Sound-Proof Co. Ltd. (China), Tianjin <strong>Rieter</strong> Nittoku Automotive Sound-<br />

Proof Co. Ltd. (China) and <strong>Rieter</strong>-LMW Machinery Ltd. (India).<br />

For one minority interest there is a put and a call option. The minority shareholders are entitled to sell their<br />

share within five years at an agreed minimum price. The fair value of this put option has been recognized<br />

in retained earnings as a financial debt in accordance with IAS 32. <strong>Rieter</strong> is entitled to buy the shares at an<br />

agreed minimum price within seven years (call option).<br />

53


54 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

23 Financial debt<br />

24 Provisions<br />

CHF million Bank debt<br />

Finance leasing<br />

obligations<br />

Other<br />

financial debt<br />

Total<br />

<strong>2009</strong><br />

Duration less than 1 year 79.5 1.0 1.2 81.7 198.3<br />

Duration 1 to 5 years 108.6 3.3 27.3 139.2 128.6<br />

Duration 5 or more years 0.0 0.3 1.2 1.5 0.2<br />

Total 188.1 4.6 29.7 222.4 327.1<br />

As of December 31, <strong>2009</strong> bank debt of 103.6 million CHF was secured by land and buildings.<br />

By currency, financial debt is divided up as follows:<br />

CHF million <strong>2009</strong> 2008<br />

CHF 119.9 191.1<br />

EUR 50.8 58.8<br />

USD 9.7 13.6<br />

Other 42.0 63.6<br />

Total 222.4 327.1<br />

CHF million<br />

Restructuring<br />

provisions<br />

Pension<br />

provisions<br />

Guarantee<br />

and<br />

warranty<br />

provisions<br />

Environment<br />

provisions<br />

Other<br />

provisions<br />

Total<br />

2008<br />

Total<br />

provisions<br />

Provisions at<br />

December 31, 2008 183.6 75.1 37.1 11.9 72.8 380.5<br />

Reclassification – 9.8 9.1 0.0 0.0 0.7 0.0<br />

Disposals by<br />

divestments 0.0 0.0 0.0 0.0 – 0.1 – 0.1<br />

Utilization – 41.4 – 5.4 – 15.0 0.0 – 23.2 – 85.0<br />

Release 0.0 – 0.5 – 1.5 – 0.9 – 8.7 – 11.6<br />

Additions 0.0 2.3 22.6 0.0 47.4 72.3<br />

Currency effects 0.1 0.1 0.0 0.0 0.2 0.4<br />

Provisions at<br />

December 31, <strong>2009</strong> 132.5 80.7 43.2 11.0 89.1 356.5<br />

Thereof non-current 13.8 80.5 30.0 11.0 46.9 182.2<br />

Thereof current 118.7 0.2 13.2 0.0 42.2 174.3<br />

Restructuring provisions cover the legal and constructive obligations in connection with the restructuring<br />

program initiated in 2008.<br />

Pension provisions include the liabilities in connection with defined benefit plans (see note 32) and other<br />

long-term benefits to employees.<br />

Guarantee and warranty provisions are made in the context of product deliveries and services and are based<br />

on past experience.


25 Other current liabilities<br />

26 Related parties<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

Environment provisions cover the expected remediation costs related to operations in previous years.<br />

Other provisions are made for onerous contracts (where the unavoidable direct costs of performance<br />

exceed the expected financial benefit) and other constructive or legal obligations of Group companies.<br />

Non-current restructuring, guarantee and warranty provisions are expected to result partly in a cash outflow<br />

in one to two years on average, environment and other provisions in two to three years on average. Due to<br />

this maturity structure provisions are not discounted.<br />

CHF million <strong>2009</strong> 2008<br />

Accrued holidays 18.9 20.9<br />

Accrued sales commissions 15.3 23.8<br />

Other accrued expenses 68.1 69.0<br />

Negative replacement values of derivative financial instruments 0.5 3.4<br />

Other short-term liabilities 74.5 82.2<br />

Total 177.3 199.3<br />

Related parties include members of the Board of Directors, the Group Executive Committee and employee<br />

benefit plans. Transactions with related parties are generally conducted at arm’s length.<br />

Total compensation to the Board of Directors and the Group Executive Committee was as follows:<br />

CHF million <strong>2009</strong> 2008<br />

Compensation 2.4 3.0<br />

Employee benefit contributions 0.1 0.1<br />

Social security 0.0 0.0<br />

Share-based compensation 0.6 1.1<br />

Other long-term benefits 0.0 0.0<br />

Total 3.1 4.2<br />

The remuneration report and the compensation of the Board of Directors and the Group Executive Committee<br />

in compliance with Swiss law are disclosed in the financial statements of <strong>Rieter</strong> Holding Ltd. on pages 73<br />

to 75.<br />

<strong>Rieter</strong> Real Estate Ltd. (see note 30) was sold to related party institutional investors. Apart from compensation<br />

to the Board of Directors and the Executive Committee and the ordinary contributions to the various<br />

employee benefit plans, there have been no further material transactions with related parties.<br />

55


56 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

27 Financial instruments<br />

The following tables summarize all financial instruments according to the categories of IAS 39. The book<br />

values correspond, approximately, to the fair values.<br />

CHF million <strong>2009</strong> 2008<br />

Cash (excluding time deposits) 179.8 257.5<br />

Securities held for trading 1 0.0 0.1<br />

Positive replacement values of derivative financial instruments 2 2.3 1.0<br />

Investments in non-consolidated companies 2 1.8 4.2<br />

Total financial assets at fair value through profit and loss 4.1 5.3<br />

Time deposits with original maturities up to 3 months 37.9 25.1<br />

Time deposits with original maturities between 3 and 12 months 11.0 4.6<br />

Trade receivables 331.5 382.1<br />

Other short-term receivables 58.3 66.3<br />

Long-term interest-bearing receivables 4.2 4.3<br />

Total loans and receivables 442.9 482.4<br />

Securities available for sale 1 2.0 3.0<br />

Investments in non-consolidated companies 2 68.3 11.8<br />

Total available for sale financial assets 70.3 14.8<br />

Total financial assets and derivatives 697.1 760.0<br />

CHF million <strong>2009</strong> 2008<br />

Short-term financial debt 81.7 198.3<br />

Long-term financial debt (without put option minorities) 116.2 128.8<br />

Put option minority interests 3 24.5 0.0<br />

Negative replacement values of derivative financial instruments 2 0.5 3.4<br />

Total financial debt and derivatives 222.9 330.5<br />

1. Measured at fair values which are based on quoted prices in active markets (level 1 according to IFRS 7.27).<br />

2. Measured at fair values which are calculated based on observable market data (level 2 according to IFRS 7.27).<br />

3 Measured at fair values which are not based on observable market data (level 3 according to IFRS 7.27).<br />

Financial instruments measured at level 3 (according to IFRS 7.27) concern the following item:<br />

In <strong>2009</strong> a group of non-controlling shareholders acquired a non-controlling interest in a subsidiary together<br />

with a put option on such non-controlling interest. The valuation of this put option is based on the expected<br />

future earnings development of the concerned subsidiary up to the earliest possible execution date. The<br />

value of the put option was discounted by 9.4% and recognized as a financial debt of 22.9 million CHF. In<br />

<strong>2009</strong> the financial debt was increased by 1.6 million CHF by debiting interest expenses. If the value of<br />

the put option had been discounted by 8.4% the recognized financial debt would have been 1.1 million CHF<br />

higher.


28 Other commitments<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

Some Group companies lease factory and office space under operating lease agreements. The leases have<br />

varying terms, escalation clauses and renewal rights.<br />

The future aggregate minimum lease payments under operating leases are as follows:<br />

CHF million <strong>2009</strong> 2008<br />

Up to 1 year 12.4 12.5<br />

1 to 5 years 25.0 24.0<br />

5 or more years 3.9 5.8<br />

Total 41.3 42.3<br />

No purchase commitments in respect of major purchases were open at year-end.<br />

29 Assets and liabilities from disposal groups<br />

30 Divestments<br />

On December 11, <strong>2009</strong>, <strong>Rieter</strong> signed a contract for the sale of the non-wovens activities of Division Textile<br />

Systems. The contract was closed on March 9, 2010.<br />

In accordance with IFRS 5 the concerned assets and liabilities were classified as a disposal group in the<br />

balance sheet and were as follows:<br />

CHF million <strong>2009</strong><br />

Non-current assets 0.4<br />

Current assets (without cash and cash equivalents) 4.5<br />

Cash and cash equivalents 2.1<br />

Total assets of disposal group 7.0<br />

Long-term liabilities 1.3<br />

Short-term liabilities 12.1<br />

Total liabilities of disposal group 13.4<br />

On March 31, <strong>2009</strong>, <strong>Rieter</strong> sold <strong>Rieter</strong> Real Estate Ltd. in Winterthur. The resulting divestment gain of<br />

4.5 million CHF was recognized in other operating income.<br />

The assets and liabilities arising from divestments were as follows:<br />

CHF million <strong>2009</strong><br />

Non-current assets 19.5<br />

Current assets (without cash and cash equivalents) 1.3<br />

Liabilities – 3.2<br />

Net disposed assets and liabilities 17.6<br />

Profit on divestments 4.5<br />

Cash from divestments 22.1<br />

57


58 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

31 Acquisitions<br />

32 Pension plans<br />

In mid-April 2008, <strong>Rieter</strong> sold its activities in machinery and systems for manufacturing plastics granulates.<br />

In 2008 this unit of the Textile Systems Division generated sales of approximately 14 million CHF prior to its<br />

sale. The resulting gain on sale of 2.6 million CHF was recognized in other operating income.<br />

At the end of September 2008, <strong>Rieter</strong> sold its sheet metal part manufacturing facility in Ingolstadt, Germany.<br />

In 2008 this unit of the Textile Systems Division generated sales of approximately 5 million CHF prior to its<br />

sale. The resulting loss on sale of 5.2 million CHF was recognized in special charges.<br />

In aggregate, the assets and liabilities arising from the divestment were as follows:<br />

CHF million 2008<br />

Non-current assets 44.0<br />

Current assets (without cash and cash equivalents) 29.3<br />

Liabilities – 29.0<br />

Net disposed assets and liabilities 44.3<br />

Profit and loss on divestments – 2.6<br />

Cash from divestments 41.7<br />

There were no acquisitions in <strong>2009</strong>.<br />

As of January 1, 2008 <strong>Rieter</strong> completed the components business of the Textile Systems Division with the<br />

acquisition of textile component manufacturer Berkol.<br />

The assets and liabilities arising from the acquisition were as follows:<br />

CHF million Fair value Adjustments<br />

Book value<br />

before adjustments<br />

Tangible fixed assets 0.3 0.0 0.3<br />

Intangible assets, excluding goodwill 3.6 3.6 0.0<br />

Inventories 2.5 0.2 2.3<br />

Short-term liabilities – 0.5 – 0.5<br />

Net identifiable assets 5.9 3.8 2.1<br />

Goodwill 2.6 1<br />

Cash used for acquisitions 8.5<br />

1. The goodwill arising from the acquisition reflected the expected synergies.<br />

The expense for pension plans is included in employee costs.<br />

Defined contribution plans<br />

The expense for defined contribution plans amounted to 5.8 million CHF (9.2 million CHF in 2008).


Defined benefit plans<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

For the actuarial calculation of the obligations of the different plans and the presentation of the value of<br />

the plans’ assets, many countries, especially Switzerland, have rules for the definition of employee benefits<br />

which may differ substantially from IFRS rules.<br />

Funded status of defined benefit plans<br />

CHF million <strong>2009</strong> 2008<br />

Actuarial present value of defined benefit obligation<br />

• unfunded plans – 43.9 – 46.4<br />

• funded plans – 1 048.3 – 989.0<br />

Defined benefit obligation at December 31 – 1 092.2 – 1 035.4<br />

Fair value of plan assets 1 145.4 1 010.4<br />

Surplus/Deficit at December 31 53.2 – 25.0<br />

Unrecognized actuarial gains and losses 15.1 58.2<br />

Unrecognizable assets of pension plans (due to limit of IAS 19.58) – 54.2 – 20.3<br />

Net asset at December 31 14.1 12.9<br />

Recognized in the balance sheet<br />

• as assets 70.7 71.6<br />

• as pension provisions – 56.6 – 58.7<br />

The movement in the defined benefit obligation over the year was as follows:<br />

CHF million <strong>2009</strong> 2008<br />

Defined benefit obligation at January 1 1 035.4 1 294.1<br />

Reductions due to divestments 0.0 – 11.0<br />

Current service cost, net 12.8 13.6<br />

Interest cost 37.3 46.2<br />

Employee contributions 9.9 9.6<br />

Actuarial gains/losses 78.5 – 238.8<br />

Past service cost 0.8 0.3<br />

Benefits paid – 83.7 – 61.3<br />

Currency effects 1.2 – 17.3<br />

Defined benefit obligation at December 31 1 092.2 1 035.4<br />

The movement in the fair value of plan assets over the year was as follows:<br />

CHF million <strong>2009</strong> 2008<br />

Fair value of plan assets at January 1 1 010.4 1 474.4<br />

Expected return on plan assets 41.6 60.2<br />

Actuarial gains/losses 144.2 – 482.4<br />

Employer contributions 21.2 20.2<br />

Employee contributions 9.9 9.6<br />

Benefits paid – 83.7 – 61.3<br />

Currency effects 1.8 – 10.3<br />

Fair value of plan assets at December 31 1 145.4 1 010.4<br />

59


60 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

The major categories of plan assets as a percentage of total plan assets were as follows:<br />

in % <strong>2009</strong> 2008<br />

Equity 61 50<br />

Debt 11 14<br />

Real estate 24 29<br />

Other 4 7<br />

Pension plan assets included 22 614 <strong>Rieter</strong> shares with a market value of 5.3 million CHF (140 729 shares<br />

with a market value of 24.1 million CHF in 2008).<br />

Pension costs of defined benefit plans<br />

CHF million <strong>2009</strong> 2008<br />

Current service cost, net 12.8 13.6<br />

Interest cost 37.3 46.2<br />

Expected return on plan assets – 41.6 – 60.2<br />

Recognized actuarial gains/losses – 22.4 189.0<br />

Past service cost 0.8 0.3<br />

Impact of limit of IAS 19.58 33.9 – 172.6<br />

Pension costs of defined benefit plans 20.8 16.3<br />

The Group expects to contribute 19 million CHF to its defined benefit pension plans in 2010. The actual<br />

return on plan assets was – 185.8 million CHF (– 422.2 million CHF in 2008).<br />

Actuarial assumptions<br />

Weighted average in % <strong>2009</strong> 2008<br />

Discount rate 3.5 3.7<br />

Expected return on plan assets 4.1 4.1<br />

Future wage growth 1.4 1.4<br />

Future pension growth 0.9 0.9<br />

Additional disclosure<br />

CHF million <strong>2009</strong> 2008 2007 2006 2005<br />

Defined benefit obligation – 1 092.2 – 1 035.4 – 1 294.1 – 1 184.8 – 1 088.1<br />

Plan assets 1 145.4 1 010.4 1 474.4 1 443.7 1 240.9<br />

Surplus/deficit 53.2 – 25.0 180.3 258.9 152.8<br />

Experience adjustment<br />

on plan liabilities 34.3 – 17.3 117.6 34.5 – 8.8<br />

Experience adjustment<br />

on plan assets 144.2 – 482.4 26.8 174.5 132.0


33 Share-based compensation<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

<strong>Rieter</strong> has established a share purchase plan for its senior management. Between March 25 and April 17,<br />

<strong>2009</strong>, 59 participants purchased 33 524 shares at a price of 97.00 CHF per share (14 400 shares at<br />

249.00 CHF in 2008). The average market value of shares granted was 144.39 CHF (365.31 CHF in 2008).<br />

At least two-thirds of these shares cannot be sold for three years. The shares for this program were taken<br />

from the holdings of <strong>Rieter</strong> Holding Ltd.<br />

In addition, the members of the Group Executive Committee could subscribe to one additional free option<br />

for each share which was purchased, subject to restrictions on sale under the above plan. Each option<br />

entitles the holder to purchase a share after two years at a price of 136.90 CHF (359.00 CHF in 2008).<br />

There are no vesting conditions.<br />

In <strong>2009</strong> the costs resulting from the share purchase plan amounted to 1.6 million CHF (1.8 million CHF in<br />

2008). The costs resulting from the share option plan amounted to 0.2 million CHF (0.2 million CHF in 2008).<br />

Long-service awards are also granted in the form of shares at some Group companies.<br />

The estimated fair value of each share option granted to the members of the Group Executive Committee<br />

in <strong>2009</strong> is 32.45 CHF. These values were calculated by applying an adapted model of the Black-Scholes<br />

option pricing model. The following parameters have been used:<br />

Share price on the date granted CHF 139.00<br />

Exercise price CHF 136.90<br />

Expected volatility (based on historical data) % 37.30<br />

Option life Years 5<br />

Risk-free interest rate % 1.29<br />

Dividend yield % 1.61<br />

Change in options granted<br />

Number of<br />

options<br />

<strong>2009</strong><br />

Weighted<br />

average<br />

exercise price<br />

in CHF <strong>2009</strong><br />

Number of<br />

options<br />

2008<br />

Weighted<br />

average<br />

exercise price<br />

in CHF 2008<br />

Outstanding at January 1 11 041 492.15 6 736 577.25<br />

Granted 7 128 136.90 4 305 359.00<br />

Exercised 0 0.00 0 0.00<br />

Outstanding at December 31 18 169 352.78 11 041 492.15<br />

Exercisable at December 31 6 736 577.25 3 379 501.00<br />

No options expired in <strong>2009</strong> and 2008.<br />

The share options outstanding at December 31, <strong>2009</strong>, had an exercise price between 136.90 CHF and<br />

654.00 CHF and a weighted average contractual life of 3.26 years.<br />

61


62<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

34 Cash flow<br />

35 Net liquidity<br />

CHF million <strong>2009</strong> 2008 1<br />

Net result – 217.5 – 396.7<br />

Depreciation and amortization of tangible and intangible assets 140.9 259.5<br />

Profit/loss on divestments, net – 4.5 2.6<br />

Other non-cash income and expenses – 11.9 32.2<br />

Cash flow – 93.0 – 102.4<br />

Change in provisions – 50.3 32.5<br />

Net cash flow – 143.3 – 69.9<br />

Change in net working capital 141.7 127.1<br />

Capital expenditure on tangible and intangible assets, net – 45.4 – 118.7<br />

Change in financial assets, net – 4.3 – 9.2<br />

Change in marketable securities – 5.6 58.9<br />

Divestments 22.1 41.7<br />

Acquisitions 0.0 – 8.5<br />

Free cash flow – 34.8 21.4<br />

1. Adjusted to the <strong>2009</strong> presentation.<br />

Net liquidity at December 31 was as follows:<br />

CHF million <strong>2009</strong> 2008<br />

Cash and cash equivalents 217.7 282.6<br />

Cash and cash equivalents disposal group 2.1 0.0<br />

Marketable securities 13.0 7.7<br />

Short-term financial debt – 81.7 – 198.3<br />

Long-term financial debt – 140.7 – 128.8<br />

Net liquidity 10.4 – 36.8


36 Exchange rates for currency translation<br />

37 Events after balance sheet date<br />

Average annual rates Year-end rates<br />

CHF million <strong>2009</strong> 2008 <strong>2009</strong> 2008<br />

Argentina 1 ARS 0.29 0.34 0.27 0.31<br />

Brazil 1 BRL 0.55 0.60 0.59 0.45<br />

Canada 1 CAD 0.95 1.02 0.98 0.87<br />

China 100 CNY 15.88 15.59 15.22 15.50<br />

Czech Republic 100 CZK 5.72 6.36 5.61 5.59<br />

Euro countries 1 EUR 1.51 1.59 1.48 1.49<br />

Great Britain 1 GBP 1.70 2.00 1.67 1.54<br />

Hong Kong 100 HKD 14.00 13.90 13.31 13.66<br />

India 100 INR 2.24 2.50 2.21 2.18<br />

Poland 100 PLN 35.00 45.35 36.15 35.65<br />

Taiwan 100 TWD 3.28 3.43 3.25 3.22<br />

USA 1 USD 1.09 1.08 1.03 1.06<br />

The contract regarding the sale of <strong>Rieter</strong> Perfojet in France (see note 29), which was signed in December<br />

<strong>2009</strong>, was closed on March 9, 2010.<br />

38 Approval for publication of the consolidated financial statements<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the consolidated financial statements<br />

The consolidated financial statements were approved for publication by the Board of Directors on March 17,<br />

2010. They are also subject to approval by the <strong>Annual</strong> General Meeting of shareholders. No events have<br />

occurred up to March 17, 2010, which would necessitate adjustments to the book values of the Group�s assets<br />

or liabilities, or which require additional disclosure.<br />

63


64 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Significant subsidiaries and associated companies<br />

Significant subsidiaries and associated companies<br />

at December 31, <strong>2009</strong><br />

Argentina <strong>Rieter</strong> Automotive Argentina S.A., Córdoba ARS 15 643 600 98% • •<br />

Belgium <strong>Rieter</strong> Automotive Belgium N.V., Genk EUR 7 994 569 100% • •<br />

Brazil Graf Máquinas Têxteis Ind.e.com. Ltda., São Paulo BRL 10 220 000 100% • • •<br />

<strong>Rieter</strong> Automotive Brasil-Artefatos de Fibras Têxteis Ltda., São Bernardo d.C. BRL 87 335 251 100% • • •<br />

<strong>Rieter</strong> South America Ltda., São Paulo BRL 3 287 207 100% •<br />

Canada <strong>Rieter</strong> Automotive Mastico Ltd., Tillsonburg CAD 381 000 100% • • •<br />

China <strong>Rieter</strong> Changzhou Textile Instruments Co. Ltd., Changzhou EUR 37 800 000 100% •<br />

<strong>Rieter</strong> Textile Systems (Shanghai) Co. Ltd., Shanghai USD 200 000 100% •<br />

<strong>Rieter</strong> Asia (Hong Kong) Ltd., Hongkong HKD 1 000 100% •<br />

<strong>Rieter</strong> Automotive (Chongqing) Sound-Proof Parts Co. Ltd., Chongqing CHF 7 600 000 100% •<br />

<strong>Rieter</strong> Nittoku (Guangzhou) Automotive Sound-Proof Co. Ltd., Guangzhou City USD 9 250 000 51% • •<br />

Tianjin <strong>Rieter</strong> Nittoku Automotive Sound-Proof Co. Ltd., Tianjin USD 5 700 000 51% • •<br />

Czech Republic <strong>Rieter</strong> CZ a.s., Ústí nad Orlicí CZK 982 169 000 100% • • • •<br />

Novibra Boskovice s.r.o., Boskovice CZK 40 000 000 100% • • •<br />

France <strong>Rieter</strong> France SAS, Lyon EUR 39 843 540 100% •<br />

<strong>Rieter</strong> Perfojet SAS, Grenoble EUR 1 033 600 100% • • • •<br />

Graf France Sàrl, Illzach EUR 150 000 100% • •<br />

<strong>Rieter</strong> Automotive France SAS, Aubergenville EUR 8 000 000 100% • • •<br />

Germany <strong>Rieter</strong> Vertriebs GmbH, Ingolstadt EUR 15 338 756 100% • •<br />

<strong>Rieter</strong> Deutschland GmbH & Co. OHG, Ingolstadt EUR 15 645 531 100% • •<br />

<strong>Rieter</strong> Ingolstadt GmbH, Ingolstadt EUR 12 273 600 100% • • • •<br />

Wilhelm Stahlecker GmbH, Reichenbach im Täle EUR 255 645 100% •<br />

Spindelfabrik Suessen GmbH, Süssen EUR 5 050 100 100% • • • •<br />

Graf-Kratzen GmbH, Gersthofen EUR 400 000 100% • •<br />

<strong>Rieter</strong> Automotive Germany GmbH, Rossdorf EUR 11 248 421 100% • • •<br />

Great Britain <strong>Rieter</strong> Automotive Great Britain Ltd., Heckmondwike GBP 22 832 137 100% • • •<br />

India <strong>Rieter</strong> India Pvt. Ltd., New Delhi IND 34 901 990 74% •<br />

<strong>Rieter</strong>-LMW Machinery Ltd., Coimbatore INR 250 000 000 50% •<br />

Lakshmi Machine Works Ltd., Coimbatore 1 INR 123 692 500 13% • • • •<br />

<strong>Rieter</strong> Automotive India Pvt. Ltd., New Delhi INR 293 626 000 100% • •<br />

Paid-in capital<br />

Group interest<br />

Research & development<br />

Sales/trading<br />

Production<br />

Services/financing


Italy Graf Italia S.r.l., Bergamo EUR 500 000 100% • • •<br />

<strong>Rieter</strong> Automotive Fimit S.p.A., Milan EUR 8 400 000 100% • • •<br />

Idea Institute S.p.A., Turin EUR 120 000 100% • •<br />

Netherlands Graf Holland B.V., Enschede EUR 113 445 100% • • •<br />

Poland <strong>Rieter</strong> Automotive Poland Sp.z.o.o., Katowice PLN 20 844 000 100% • •<br />

Portugal <strong>Rieter</strong> Componentes para Veículos Lda., Setúbal EUR 598 557 87% • •<br />

Switzerland <strong>Rieter</strong> Management AG, Winterthur CHF 5 000 000 100% •<br />

Tefina Holding-Gesellschaft AG, Zug CHF 5 000 000 100% •<br />

Sofima AG, Winterthur CHF 1 000 000 100% •<br />

<strong>Rieter</strong> Services AG, Winterthur CHF 3 000 000 100% •<br />

Maschinenfabrik <strong>Rieter</strong> AG, Winterthur CHF 8 500 000 100% • • • •<br />

Schaltag AG, Effretikon CHF 400 000 100% • • •<br />

Hogra Holding AG, Freienbach CHF 1 000 000 100% •<br />

Graf + Cie AG, Rapperswil CHF 1 000 000 100% • • • •<br />

Bräcker AG, Pfäffikon CHF 1 000 000 100% • • • •<br />

<strong>Rieter</strong> Automotive Heatshields AG, Sevelen CHF 250 000 100% • • •<br />

<strong>Rieter</strong> Automotive Management AG, Winterthur CHF 1 300 000 100% • •<br />

<strong>Rieter</strong> Automotive (International) AG, Winterthur CHF 5 000 000 100% •<br />

Spain Graf España S.A., Santa Perpètua de Mogoda EUR 601 012 100% • • •<br />

<strong>Rieter</strong> Saifa S.A., Barcelona EUR 847 410 100% • • •<br />

Taiwan <strong>Rieter</strong> Asia (Taiwan) Ltd., Taipeh TWD 5 000 000 100% •<br />

Thailand Summit <strong>Rieter</strong> Nittoku Sound Proof Co. Ltd., Changwat Chonburi 1 THB 100 000 000 30% • •<br />

Turkey <strong>Rieter</strong> Textile Machinery Trading & Services Ltd., Levent TRY 25 000 70% •<br />

<strong>Rieter</strong> Erkurt Otomotive Yan Sanayi ve Ticaret AS, Bursa TRY 700 000 51% • • •<br />

USA <strong>Rieter</strong> Corporation, Spartanburg USD 1 249 100% •<br />

1. Non-consolidated associated company.<br />

2. Partnership without registered paid-in capital<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Significant subsidiaries and associated companies<br />

Graf Metallic of America Inc., Spartanburg USD 50 000 100% • •<br />

<strong>Rieter</strong> Automotive North America Inc., Farmington Hills USD 1 000 100% • • •<br />

UGN, Inc., Chicago USD 1 000 000 50% • • •<br />

<strong>Rieter</strong> Automotive North America Carpet, Bloomsburg 2 100% • • •<br />

<strong>Rieter</strong> America Corporation, Farmington Hills USD 1 100% •<br />

Paid-in capital<br />

Group interest<br />

Research & development<br />

Sales/trading<br />

Production<br />

Services/financing<br />

65


66 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . <strong>Report</strong> of the statutory auditor<br />

<strong>Report</strong> of the statutory auditor on the consolidated financial statements<br />

<strong>Report</strong> of the statutory auditor on the consolidated financial statements to the General<br />

Meeting of <strong>Rieter</strong> Holding Ltd., Winterthur<br />

As statutory auditor, we have audited the consolidated financial statements of <strong>Rieter</strong> Holding Ltd.,<br />

which comprise the income statement, statement of comprehensive income, balance sheet,<br />

statement of cash flows, statement of changes in consolidated equity and notes (pages 30 to 65),<br />

for the year ended December 31, <strong>2009</strong>.<br />

Board of Directors’ responsibility<br />

The Board of Directors is responsible for the preparation and fair presentation of the consolidated<br />

financial statements in accordance with the International Financial <strong>Report</strong>ing Standards (IFRS)<br />

and the requirements of Swiss law. This responsibility includes designing, implementing and<br />

maintaining an internal control system relevant to the preparation and fair presentation of<br />

consolidated financial statements that are free from material misstatement, whether due to fraud<br />

or error. The Board of Directors is further responsible for selecting and applying appropriate<br />

accounting policies and making accounting estimates that are reasonable in the circumstances.<br />

Auditor’s responsibility<br />

Our responsibility is to express an opinion on these consolidated financial statements based on<br />

our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards as<br />

well as the International Standards on Auditing. Those standards require that we plan and perform<br />

the audit to obtain reasonable assurance whether the consolidated financial statements are<br />

free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures<br />

in the consolidated financial statements. The procedures selected depend on the auditor’s<br />

judgment, including the assessment of the risks of material misstatement of the consolidated<br />

financial statements, whether due to fraud or error. In making those risk assessments, the auditor<br />

considers the internal control system relevant to the entity’s preparation and fair presentation<br />

of the consolidated financial statements in order to design audit procedures that are appropriate<br />

in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the<br />

entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting<br />

policies used and the reasonableness of accounting estimates made, as well as evaluating<br />

the overall presentation of the consolidated financial statements. We believe that the audit evidence<br />

we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


Opinion<br />

In our opinion, the consolidated financial statements for the year ended December 31, <strong>2009</strong><br />

give a true and fair view of the financial position, the results of operations and the cash flows<br />

in accordance with the International Financial <strong>Report</strong>ing Standards (IFRS) and comply with<br />

Swiss law.<br />

<strong>Report</strong> on other legal requirements<br />

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight<br />

Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances<br />

incompatible with our independence.<br />

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we<br />

confirm that an internal control system exists which has been designed for the preparation of<br />

consolidated financial statements according to the instructions of the Board of Directors.<br />

We recommend that the consolidated financial statements submitted to you be approved.<br />

PricewaterhouseCoopers AG<br />

Urs Honegger Nicolas Mayer<br />

Audit expert<br />

Auditor in charge<br />

Zurich, March 18, 2010<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . <strong>Report</strong> of the statutory auditor<br />

67


68<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Income statement of <strong>Rieter</strong> Holding Ltd.<br />

Income statement of <strong>Rieter</strong> Holding Ltd.<br />

for the financial year from January 1 to December 31<br />

CHF million Notes <strong>2009</strong> 2008<br />

Income<br />

Income from investments (1) 48.8 107.7<br />

Income from marketable securities and interest income (2) 12.4 – 62.8<br />

Other income (3) 4.8 10.5<br />

Total income 66.0 55.4<br />

Expenses<br />

Financial expenses (4) 20.6 13.3<br />

Administration expenses 4.8 4.2<br />

Value adjustments, provisions (5) 39.6 35.0<br />

Total expenses 65.0 52.5<br />

Net profit 1.0 2.9


Balance sheet of <strong>Rieter</strong> Holding Ltd.<br />

at December 31, before appropriation of profit<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Balance sheet of <strong>Rieter</strong> Holding Ltd.<br />

CHF million Notes <strong>2009</strong> 2008<br />

Assets<br />

Investments in and loans to subsidiaries (6) 553.9 572.7<br />

Non-current assets 553.9 572.7<br />

Accrued income and prepayments (7) 8.4 1.4<br />

Receivables (8) 139.9 70.7<br />

Liquid funds (9) 76.2 208.7<br />

Current assets 224.5 280.8<br />

Total assets 778.4 853.5<br />

Shareholders’ equity and liabilities<br />

Share capital (10) 23.4 21.4<br />

Legal reserves<br />

• General reserve (11) 27.5 27.5<br />

• Reserve for own shares (12) 6.4 122.8<br />

Other reserves (13) 279.3 86.0<br />

Retained earnings (14)<br />

• Balance brought forward 43.7 40.8<br />

• Net profit for the year 1.0 2.9<br />

Shareholders’ equity 381.3 301.4<br />

Long-term financial debt (15) 250.0 270.0<br />

Provisions (16) 11.3 11.3<br />

Non-current liabilities 261.3 281.3<br />

Short-term liabilities (17) 133.3 268.5<br />

Accrued liabilities 2.5 2.3<br />

Current liabilities 135.8 270.8<br />

Liabilities 397.1 552.1<br />

Total shareholders’ equity and liabilities 778.4 853.5<br />

69


70<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the financial statements of <strong>Rieter</strong> Holding Ltd.<br />

Notes to the financial statements of <strong>Rieter</strong> Holding Ltd.<br />

1 Income from investments<br />

Income from investments consists of dividends paid by subsidiaries and associated companies as well<br />

as income from disposal of investments.<br />

2 Income from marketable securities and interest income<br />

3 Other income<br />

4 Financial expenses<br />

5 Value adjustments, provisions<br />

This includes income from marketable securities, interest income as well as the foreign exchange result.<br />

Other income consists of the contractually agreed compensation payments by Group companies.<br />

Financial expenses consist mainly of interest payable on bank debt and liabilities to Group companies.<br />

The value adjustment for general business risks was increased by 39.6 million CHF and deducted from<br />

investments in and loans to subsidiaries.<br />

6 Investments in and loans to subsidiaries<br />

CHF million <strong>2009</strong> 2008<br />

Investments in subsidiaries 215.3 261.5<br />

Loans to subsidiaries 338.6 311.2<br />

Total 553.9 572.7<br />

The main subsidiaries and associated companies are listed on pages 64 and 65. These investments are<br />

held directly or indirectly by <strong>Rieter</strong> Holding Ltd.<br />

7 Accrued income and prepayments<br />

Accrued income and prepayments consist mainly of accrued interest on granted loans, foreign exchange<br />

transactions and accrued financing costs.<br />

8 Receivables<br />

CHF million <strong>2009</strong> 2008<br />

Receivables from third parties 0.7 2.5<br />

Receivables from subsidiaries 139.2 68.2<br />

Total 139.9 70.7<br />

Receivables consist mainly of current account credit facilities which are granted to subsidiaries on market<br />

terms and conditions in the context of the central cash management.


9 Liquid funds<br />

10 Share capital<br />

11 General reserve<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the financial statements of <strong>Rieter</strong> Holding Ltd.<br />

CHF million <strong>2009</strong> 2008<br />

Cash and cash equivalents 74.5 178.3<br />

Marketable securities 1 1.7 30.4<br />

Total 76.2 208.7<br />

1. Incl. own shares.<br />

12 Reserve for own shares<br />

13 Other reserves<br />

14 Retained earnings<br />

On May 5, <strong>2009</strong>, <strong>Rieter</strong> alloted to its shareholders one shareholders’ option for each share held. Eleven shareholders’<br />

options entitled the holder to purchase one new <strong>Rieter</strong> share at a price of 120 CHF. Up to May 29, <strong>2009</strong><br />

(the end of the purchase period) 389 307 new <strong>Rieter</strong> shares were purchased, which increased share capital by<br />

9.1% from 21 415 280 CHF to 23 361 815 CHF.<br />

The general reserve meets the legal requirements. No transfer was made in the year under review.<br />

Shares held by all Group companies<br />

Registered shares held at January 1, <strong>2009</strong> 223 743<br />

Purchases January to December <strong>2009</strong> (average price 163.36 CHF) 20 224<br />

Sales January to December <strong>2009</strong> (average price 137.55 CHF) 216 339<br />

Registered shares held at December 31, <strong>2009</strong> 27 628<br />

A reserve for own shares has been made at an acquisition cost of 6.4 million CHF. This amount was<br />

deducted from other reserves.<br />

CHF million <strong>2009</strong> 2008<br />

Opening balance 86.0 120.2<br />

Transfer to reserve for own shares 116.4 36.5<br />

Share buyback 0.0 – 73.8<br />

Premium received on shares issued 76.9 3.1<br />

Total 279.3 86.0<br />

Share premium relates to the sale of 253 000 reserved treasury shares and the issue of 389 307 new shares<br />

(see also note 10).<br />

Including the balance brought forward, the <strong>Annual</strong> General Meeting has a total of 44.7 million CHF at its<br />

disposal (43.7 million CHF in 2008).<br />

Number<br />

71


72<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the financial statements of <strong>Rieter</strong> Holding Ltd.<br />

15 Long-term financial debt<br />

16 Provisions<br />

17 Short-term liabilities<br />

18 Guarantees to third parties<br />

19 Shareholders<br />

20 Risk management<br />

CHF million <strong>2009</strong> 2008<br />

Financial debt 100.0 100.0<br />

Loans from subsidiaries 150.0 170.0<br />

Total 250.0 270.0<br />

In <strong>2009</strong> long-term financial debts were reduced by 20 million CHF.<br />

These consist of provisions for foreign exchange risks and guarantee commitments.<br />

CHF million <strong>2009</strong> 2008<br />

Liabilities to Group companies 132.9 177.7<br />

Liabilities to third parties 0.4 90.8<br />

Total 133.3 268.5<br />

<strong>Rieter</strong> Holding Ltd. manages liquid funds for Group companies in the central cash pool. In <strong>2009</strong> short-term<br />

liabilites to third parties could be reduced by some 90 million CHF.<br />

CHF million <strong>2009</strong> 2008<br />

Guarantees 42.1 12.3<br />

Guarantees to third parties consist of sureties issued to financial institutions and banks for loans granted<br />

to subsidiaries and for a tenancy agreement.<br />

Major groups of shareholders with holdings exceeding 3% of all voting rights (pursuant to Art. 663c of the<br />

Swiss Code of Obligations) at December 31, <strong>2009</strong>:<br />

According to the notification on August 27, <strong>2009</strong>, PCS Holding, Weiningen, Switzerland, held 894 223<br />

shares.<br />

According to the notification on August 27, <strong>2009</strong>, the investment group Artemis Beteiligungen IV AG,<br />

Hergiswil, Switzerland, and Forbo International SA, Baar, Switzerland, held 677 549 shares.<br />

According to the notification on December 7, <strong>2009</strong>, First Eagle Investment Management LLC, Wilmington,<br />

USA, formerly called Arnhold and S. Bleichroeder Advisers LLC, New York, USA, held 183 274 shares.<br />

The detailed disclosures regarding the risk management that are required by law are included in the<br />

consolidated financial statements of the <strong>Rieter</strong> Group on page 39.


<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the financial statements of <strong>Rieter</strong> Holding Ltd.<br />

21 Remuneration report and disclosure of payments to the Board of Directors and the Group Executive Committee<br />

in terms of Art. 663b bis , Swiss Code of Obligations<br />

Content and process for specifying remuneration and equity participation programs<br />

Remuneration of the Board of Directors<br />

The basic features of salary policy are elaborated by the personnel committee and adopted by the Board of<br />

Directors as a whole, which also approves the bonus program, the share purchase plan and the option plan.<br />

The Board of Directors approves the remuneration of the members of the Board of Directors and the Group<br />

Executive Committee on the basis of proposals submitted by the personnel committee. The Board of Directors<br />

anually reviews the main features of the salary policy. It rules on the adjustment of the basic salary of<br />

the members of the Group Executive Committee annually and stipulates the targets for performance related<br />

payments and the key data for the share purchase plan and the option plan. The Board of Directors has not<br />

engaged independent consultants for elaborating the salary policy or the compensation programs.<br />

Until April 30, <strong>2009</strong> remuneration of the Board of Directors consisted of a payment in cash and a further<br />

fixed sum which is disbursed in the form of shares. Since May 1, <strong>2009</strong> members of the Board of Directors<br />

can chose whether to receive remuneration as cash or to take up shares. In case remuneration is settled in<br />

shares, the number of shares is calculated on the basis of the average price of <strong>Rieter</strong> shares 20 trading<br />

days prior to the meeting of the Board of Directors, at which the annual accounts are approved. Shares<br />

will be allocated at tax value and are blocked for three years as of allocation date (28.4.2010). All entitled<br />

members of the Board of Directors have opted for remuneration in the form of shares. Erwin Stoller is<br />

E x e c utive Chairman since 4.8.<strong>2009</strong>. His remuneration comprises a fixed component, a share component,<br />

and a performance-related component based on the operational and strategic targets set by the Board<br />

of Directors.<br />

Total <strong>2009</strong> compensation to the members of the Board of Directors<br />

CHF<br />

Cash compensation Shares Options Total<br />

Fixed<br />

net<br />

Variable<br />

net Number Value 1 Number Value<br />

Contribution<br />

to<br />

pension<br />

plans<br />

Erwin Stoller, Chairman,<br />

since 4.8.<strong>2009</strong> Executive Chairman 392 500 180 41 760 2 0 0 11 200 445 460<br />

Dr. Ulrich Dätwyler, Vice-Chairman,<br />

until 30.4.<strong>2009</strong> 35 596 248 25 296 1 0 0 0 60 892<br />

Dr. Jakob Baer 42 000 177 41 064 2 0 0 0 83 064<br />

Dr. Rainer Hahn, until 30.4.<strong>2009</strong> 23 197 186 18 972 1 0 0 0 42 169<br />

Michael Pieper, since 1.5.<strong>2009</strong> 117 27 144 2 0 0 0 27 144<br />

Hans Peter Schwald, since 1.5.<strong>2009</strong> 160 37 120 2 0 0 0 37 120<br />

This E. Schneider, Vice-Chairman,<br />

since 1.5.<strong>2009</strong> 117 27 144 2 0 0 0 27 144<br />

Dr. Dieter Spälti 37 000 172 39 904 2 0 0 0 76 904<br />

Peter Spuhler, since 1.5.<strong>2009</strong> 117 27 144 2 0 0 0 27 144<br />

Dr. Peter Wirth, until 30.4.<strong>2009</strong> 23 197 186 18 972 1 0 0 0 42 169<br />

Total 553 490 1 660 304 520 0 0 11 200 869 210<br />

1. For the purpose of inclusion in the total compensation, the shares are valued at 102 CHF (average trading price 20 days prior to the March <strong>2009</strong> Board meeting<br />

[= 121 CHF] less a 16% discount for the three-year restriction on sale).<br />

2. The shares are valued at 232 CHF (average trading price 20 days prior to the March 2010 Board meeting [= 277 CHF] less a 16% discount for the three-year<br />

restriction on sale). The ownership of the shares will be transfered on April 28, 2010.<br />

73


74<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the financial statements of <strong>Rieter</strong> Holding Ltd.<br />

Total 2008 compensation to the members of the Board of Directors<br />

CHF<br />

Cash compensation Shares Options Total<br />

Fixed<br />

net<br />

Variable<br />

net Number Value 1 Number Value<br />

Contribution<br />

to<br />

pension<br />

plans<br />

Erwin Stoller, Chairman,<br />

since 1.5.2008 185 000 266 92 663 0 0 0 277 663<br />

Dr. Ulrich Dätwyler, Vice-Chairman 102 000 281 97 888 0 0 0 199 888<br />

Dr. Jakob Baer 90 000 221 76 987 0 0 0 166 987<br />

Dr. Rainer Hahn 64 000 221 76 987 0 0 0 140 987<br />

Dr. Dieter Spälti 77 000 221 76 987 0 0 0 153 987<br />

Dr. Peter Wirth 64 000 221 76 987 0 0 0 140 987<br />

Kurt Feller, Chairman, until 30.4.2008 112 000 137 47 725 0 0 0 159 725<br />

Total 694 000 1 568 546 224 0 0 0 1 240 224<br />

1. For the purpose of inclusion in the total compensation, the shares are valued at 349 CHF (average trading price 20 days prior to the March 2008 Board meeting<br />

[= 415 CHF] less a 16% discount for the three-year restriction on sale).<br />

Remuneration of former members of the Board of Directors<br />

No remuneration was disbursed to former directors and officers.<br />

Remuneration of the Group Executive Committee<br />

The Group Executive Committee is remunerated according to the principle of flexible, performance related<br />

compensation. This remuneration consists of a basic salary, a performance related component in the<br />

context of the bonus plan, the opportunity to participate in the share purchase plan and the allocation of<br />

options. The basic salary is derived from salaries paid for comparable positions in the market relevant<br />

for <strong>Rieter</strong> (machine manufacturing and automotive component suppliers). The performance related component<br />

for the CFO is based on consolidated net profit in absolute and percentage terms. For the heads of<br />

the divisions the operating profit (EBIT) achieved by their division is applicable in absolute and percentage<br />

terms instead of consolidated net profit. The performance related component amounts to no more than<br />

80% of the basic salary.<br />

In the context of the share purchase plan the members of the Group Executive Committee can purchase<br />

<strong>Rieter</strong> shares at a variable discount. The number of shares is calculated on the basis of the average price of<br />

<strong>Rieter</strong> shares 20 trading days prior to the meeting of the Board of Directors, at which the annual accounts<br />

are approved, less a discount. The level of discount depends upon the extent to which predefined targets for<br />

consolidated net profit, return on net assets (RONA) and growth have been achieved. In order to foster<br />

long-term ties between management and the company, at least two-thirds of the shares acquired in this way<br />

cannot be sold for three years.<br />

The members of the Group Executive Committee receive an option to purchase one <strong>Rieter</strong> registered share<br />

for each share purchased under the share purchase plan and subject to the three-year restriction on sale.<br />

The options have a duration of five years and can be exercised for the first time after the end of the second<br />

year following their allocation. The exercise price is calculated on the basis of the average price on the ten<br />

trading days immediately preceding the allocation of the option.


Total <strong>2009</strong> compensation to the members of the Group Executive Committee<br />

CHF<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the financial statements of <strong>Rieter</strong> Holding Ltd.<br />

Cash compensation Shares Options Total<br />

Fixed<br />

net<br />

Variable<br />

net Number Value 1 Number Value 2<br />

Contribution<br />

to<br />

pension<br />

plans<br />

Members of the Executive Commitee 1 805 650 0 7 128 35 640 7 128 228 096 138 064 2 207 450<br />

Thereof Hartmut Reuter,<br />

Chief Executive Officer, until<br />

31.07.<strong>2009</strong> 419 150 0 3 202 16 010 3 202 102 464 49 664 587 288<br />

1. For the purpose of inclusion in the total compensation, the shares are valued at 5 CHF (difference between the preferred purchase price [= 97 CHF] and the average<br />

trading price 20 days prior the March <strong>2009</strong> Board meeting less a 16% discount for the three-year restriction on sale [= 102 CHF]).<br />

2. One option entitles the holder to purchase one <strong>Rieter</strong> share at the exercise price of 137 CHF. The awarded options are valued according to the Black-Scholes formula<br />

at 32 CHF per option.<br />

Remuneration of former members of the Board of Directors 1<br />

299 392 CHF to Hartmut Reuter since August 1, <strong>2009</strong> in fulfillment of a current contract of employment.<br />

1. The contract of employment was terminated prematurely at the beginning of 2010, giving rise to an entitlement to compensation on the part of Hartmut Reuter<br />

totaling some 1.1 million CHF. This amount is in much the same order of magnitude as the remuneration for 2008, when no bonus was paid. This payment will be<br />

disbursed in 2010 and disclosed accordingly in the 2010 annual report. If the restructuring program initiated in 2008 under Hartmut Reuter as CEO at that time<br />

were to yield a positive net result in the years 2011 and 2012, a bonus of 0.15 million CHF would be due for each of these years. Any corresponding financial obligations<br />

will be disclosed in 2011 and 2012.<br />

Total 2008 compensation to the members of the Group Executive Committee<br />

CHF<br />

Cash compensation Shares Options Total<br />

Fixed<br />

net<br />

Variable<br />

net Number Value 1 Number Value 2<br />

Contribution<br />

to<br />

pension<br />

plans<br />

Members of the Executive Commitee 2 325 000 0 4 305 426 195 4 305 154 980 136 048 3 042 223<br />

Thereof Hartmut Reuter,<br />

Chief Executive Officer 775 000 0 1 495 148 005 1 495 53 820 47 648 1 024 473<br />

Additional fees and payments<br />

Directorships with other companies<br />

Loans to directors and officers<br />

1. For the purpose of inclusion in the total compensation, the shares are valued at 99 CHF (difference between the preferred purchase price [= 249 CHF] and the<br />

average trading price 20 days prior the March 2008 Board meeting less a 16% discount for the three-year restriction on sale [= 348 CHF]).<br />

2. One option entitles the holder to purchase one <strong>Rieter</strong> share at the exercise price of 359 CHF. The awarded options are valued according to the Black-Scholes formula<br />

at 36 CHF per option.<br />

No additional fees or other payments were disbursed to the members of the Board of Directors or the<br />

Group Executive Committee in <strong>2009</strong>, nor were severance payments disbursed to any member of the Board of<br />

Directors or the Group Executive Committee in <strong>2009</strong>.<br />

The Board of Directors rules on whether members of the Group Executive Committee or senior management<br />

may hold directorships with other companies. As a general rule, only one directorship may be held in order<br />

to limit demands on time. If the directorship is exercised outside contractually agreed working hours, there<br />

is no obligation to surrender to <strong>Rieter</strong> the director’s fees received.<br />

No loans have been made to members of the Board of Directors or the Group Executive Committee.<br />

75


76<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Notes to the financial statements of <strong>Rieter</strong> Holding Ltd.<br />

Disclosure of the equity holdings of the Board of Directors and the Group Executive Committee (including related parties)<br />

as of December 31, <strong>2009</strong> (Art. 663c, Swiss Code of Obligations)<br />

Shares Options<br />

Expiry date<br />

2011<br />

Expiry date<br />

2012<br />

Expiry date<br />

2013<br />

Expiry date<br />

2014<br />

Erwin Stoller, Chairman 8 993 599 475 784 0<br />

Dr. Jakob Baer 572 118 145 0 0<br />

Michael Pieper 1 249 154 0 0 0 0<br />

Hans Peter Schwald 2 181 0 0 0 0<br />

This E. Schneider 1 0 0 0 0 0<br />

Dr. Dieter Spälti 1 071 157 145 0 0<br />

Peter Spuhler 894 223 0 0 0 0<br />

1. Excluding 428 395 shares held by Forbo International SA.<br />

Shares Options<br />

Expiry date<br />

2011<br />

Expiry date<br />

2012<br />

Expiry date<br />

2013<br />

Expiry date<br />

2014<br />

Wolfgang Drees 302 0 0 302 0<br />

Peter Gnägi 5 502 450 396 856 2 066<br />

Urs Leinhäuser 3 974 400 506 868 1 860<br />

Disclosure of the equity holdings of the Board of Directors and the Group Executive Committee (including related persons)<br />

as of December 31, 2008 (Art. 663c, Swiss Code of Obligations)<br />

Shares Options<br />

Expiry date<br />

2011<br />

Expiry date<br />

2012<br />

Expiry date<br />

2013<br />

Expiry date<br />

2014<br />

Erwin Stoller, Chairman 8 427 599 475 784 0<br />

Dr. Ulrich Dätwyler, Vice-Chairman 3 285 157 185 0 0<br />

Dr. Jakob Baer 484 118 145 0 0<br />

Dr. Rainer Hahn 1 875 157 145 0 0<br />

Dr. Dieter Spälti 981 157 145 0 0<br />

Dr. Peter Wirth 1 276 157 145 0 0<br />

Shares Options<br />

Expiry date<br />

2011<br />

Expiry date<br />

2012<br />

Expiry date<br />

2013<br />

Expiry date<br />

2014<br />

Hartmut Reuter, Chief Executive Officer 9 066 699 886 1 495 0<br />

Wolfgang Drees 302 0 0 302 0<br />

Peter Gnägi 5 156 450 396 856 0<br />

Urs Leinhäuser 2 948 400 506 868 0


Proposal of the Board of Directors<br />

for the appropriation of profit (<strong>2009</strong> financial year)<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Proposal of the Board of Directors<br />

CHF <strong>2009</strong> 2008<br />

Net profit for the year 979 653 2 909 032<br />

Retained earnings brought forward from previous year 43 711 178 40 802 146<br />

Retained earnings at the disposal of the <strong>Annual</strong> General Meeting 44 690 831 43 711 178<br />

Proposal<br />

Retained earnings 44 690 831 43 711 178<br />

Retained earnings at the disposal of the <strong>Annual</strong> General Meeting 44 690 831 43 711 178<br />

77


78<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . <strong>Report</strong> of the statutory auditor<br />

<strong>Report</strong> of the statutory auditor on the financial statements<br />

<strong>Report</strong> of the statutory auditor on the financial statements to the General Meeting of <strong>Rieter</strong><br />

Holding Ltd., Winterthur<br />

As statutory auditor, we have audited the financial statements of <strong>Rieter</strong> Holding Ltd., which<br />

comprise the income statement, balance sheet and notes (pages 68 to 77 and pages 64 and 65),<br />

for the year ended December 31, <strong>2009</strong>.<br />

Board of Directors’ responsibility<br />

The Board of Directors is responsible for the preparation of the financial statements in accordance<br />

with the requirements of Swiss law and the company’s articles of incorporation. This responsibility<br />

includes designing, implementing and maintaining an internal control system relevant to the<br />

preparation of financial statements that are free from material misstatement, whether due to<br />

fraud or error. The Board of Directors is further responsible for selecting and applying appropriate<br />

accounting policies and making accounting estimates that are reasonable in the circumstances.<br />

Auditor’s responsibility<br />

Our responsibility is to express an opinion on these financial statements based on our audit.<br />

We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those<br />

standards require that we plan and perform the audit to obtain reasonable assurance whether<br />

the financial statements are free from material misstatement.<br />

An audit involves performing procedures to obtain audit evidence about the amounts and dis-<br />

closures in the financial statements. The procedures selected depend on the auditor’s judgment,<br />

including the assessment of the risks of material misstatement of the financial statements,<br />

whether due to fraud or error. In making those risk assessments, the auditor considers the internal<br />

control system relevant to the entity’s preparation of the financial statements in order to<br />

design audit procedures that are appropriate in the circumstances, but not for the purpose of<br />

expressing an opinion on the effectiveness of the entity’s internal control system. An audit also<br />

includes evaluating the appropriateness of the accounting policies used and the reasonableness<br />

of accounting estimates made, as well as evaluating the overall presentation of the financial<br />

statements. We believe that the audit evidence we have obtained is sufficient and appropriate<br />

to provide a basis for our audit opinion.


<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . <strong>Report</strong> of the statutory auditor<br />

Opinion<br />

In our opinion, the financial statements for the year ended December 31, <strong>2009</strong> comply with<br />

Swiss law and the company’s articles of incorporation.<br />

<strong>Report</strong> on other legal requirements<br />

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight<br />

Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances<br />

incompatible with our independence.<br />

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we<br />

confirm that an internal control system exists which has been designed for the preparation of<br />

financial statements according to the instructions of the Board of Directors.<br />

We further confirm that the proposed appropriation of available earnings complies with Swiss<br />

law and the company’s articles of incorporation. We recommend that the financial statements<br />

submitted to you be approved.<br />

PricewaterhouseCoopers AG<br />

Urs Honegger Nicolas Mayer<br />

Audit expert<br />

Auditor in charge<br />

Zurich, March 18, 2010<br />

79


80 <strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Review 2005 to <strong>2009</strong><br />

Review 2005 to <strong>2009</strong><br />

Consolidated income statement<br />

<strong>2009</strong> 2008 2007 2006 2005<br />

Sales CHF million 1 956.3 3 142.5 3 930.1 3 579.9 3 122.0<br />

• Europe CHF million 901 1 450 1 728 1 598 1 439<br />

• Asia 1<br />

CHF million 405 791 1 206 1 003 775<br />

• North America CHF million 433 589 715 726 722<br />

• Latin America CHF million 182 257 204 172 156<br />

• Africa CHF million 36 56 77 81 30<br />

Corporate output CHF million 1 846.5 2 971.7 3 822.8 3 447.5 3 035.6<br />

Operating result before interest, taxes,<br />

depreciation and amortization (EBITDA) CHF million – 45.7 – 52.6 437.0 325.6 313.4<br />

• in % of corporate output – 2.5 – 1.8 11.4 9.4 10.3<br />

Operating result before interest and taxes (EBIT) CHF million – 186.6 – 312.1 278.7 180.6 183.0<br />

• in % of corporate output – 10.1 – 10.5 7.3 5.2 6.0<br />

Net result 2<br />

CHF million – 217.5 – 396.7 211.5 157.4 138.1<br />

• in % of corporate output – 11.8 – 13.3 5.5 4.6 4.5<br />

Return on net assets (RONA) in % – 19.5 – 28.1 13.8 10.8 10.2<br />

Consolidated balance sheet<br />

Non-current assets CHF million 886.5 929.3 1 192.0 1 152.0 1 159.6<br />

Current assets CHF million 927.6 1 159.6 1 655.4 1 732.6 1 555.1<br />

Equity attributable to <strong>Rieter</strong> shareholders CHF million 587.2 689.9 1 309.4 1 320.5 1 192.2<br />

Equity attributable to minority interests CHF million 68.7 56.3 60.1 54.9 70.0<br />

Non-current liabilities CHF million 399.3 418.9 321.6 318.1 515.0<br />

Current liabilities CHF million 759.1 923.8 1 156.3 1 191.1 937.5<br />

Total assets CHF million 1 814.1 2 088.9 2 847.4 2 884.6 2 714.7<br />

Shareholders’ equity in % of total assets 36.2 35.7 48.1 47.7 46.5<br />

Consolidated statement of cash flows<br />

Net cash from operating activities CHF million – 1.6 57.2 394.9 252.6 242.8<br />

Net cash used for investing activities CHF million – 33.2 – 35.8 – 118.5 – 84.9 – 322.8<br />

Net cash from financing activities CHF million – 27.8 8.8 – 309.5 – 67.5 – 123.0<br />

Net liquidity CHF million 10.4 – 36.8 144.5 147.3 96.7<br />

Number of employees at year-end 12 761 14 183 15 506 14 826 14 652<br />

1. Including Turkey.<br />

2. Net result before deduction of minority interests.


Information for investors<br />

<strong>Rieter</strong> Group . <strong>Annual</strong> <strong>Report</strong> <strong>2009</strong> . Review 2005 to <strong>2009</strong><br />

<strong>2009</strong> 2008 2007 2006 2005<br />

Share capital CHF million 23.4 21.4 22.3 22.3 22.3<br />

Net profit of <strong>Rieter</strong> Holding Ltd. CHF million 1.0 2.9 67.4 63.4 49.3<br />

Gross distribution CHF million 0.0 1 0 62.8 62.1 41.5<br />

Payout ratio (in % of net profit) 2<br />

in % 0 0 32 42 33<br />

Market capitalization (December 31) CHF million 1 085 651 1 966 2 661 1 624<br />

Market capitalization in % of<br />

• sales in % 55 21 50 74 52<br />

• equity attributable to <strong>Rieter</strong> shareholders in % 185 94 150 202 136<br />

1. Proposed by the Board of Directors (see page 77).<br />

2. Net profit after deduction of minority interests.<br />

Data per share (RIEN)<br />

<strong>2009</strong> 2008 2007 2006 2005<br />

Share prices on the SIX Swiss Exchange high CHF 270 505 717 641 393<br />

low CHF 95 151 478 387 328<br />

Price/earnings ratio high – 5.3 – 4.8 14.9 18.0 12.8<br />

low – 1.9 – 1.4 9.9 10.9 10.6<br />

Shareholders’ equity (Group) per registered share CHF 126.42 181.25 332.86 316.34 286.29<br />

Tax value per registered share CHF 233.50 171.00 500.00 637.50 390.00<br />

Gross distribution per registered share CHF 0.00 1 0.00 15.00 15.00 10.00<br />

Gross yield on registered shares high in % 0.0 1 0.0 2.1 2.3 2.5<br />

low in % 0.0 1 0.0 3.1 3.9 3.0<br />

Earnings per share CHF – 50.96 – 106.18 48.19 35.53 30.80<br />

1. Proposed by the Board of Directors (see page 77).<br />

81


All statements in this report which do<br />

not refer to historical facts are forecasts<br />

for the future which offer no guarantee<br />

whatsoever with respect to future performance;<br />

they embody risks and uncertainties<br />

which include – but are not confined<br />

to – future global economic conditions,<br />

exchange rates, legal provisions, market<br />

conditions, activities by competitors<br />

and other factors which are outside the<br />

company‘s control.<br />

March 2010<br />

This is a translation of the<br />

original German text.<br />

© <strong>Rieter</strong> Holding Ltd., Winterthur, Switzerland<br />

Copy:<br />

<strong>Rieter</strong> Management AG<br />

Concept and design:<br />

MetaDesign, Zurich<br />

Photos:<br />

flashpointstudio, Freiburg i. Br.<br />

Vision Kraft, Maharashtra<br />

Rainer Wolfsberger, Zurich<br />

René Seitz, Zurich<br />

Publishing­System:<br />

Multimedia Solutions AG, Zurich<br />

Printing:<br />

Druckmanufaktur, Urdorf

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