Annual Report 2009 - Rieter
Annual Report 2009 - Rieter
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 />
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