Annual Report 2001 - KSPG AG
Annual Report 2001 - KSPG AG
Annual Report 2001 - KSPG AG
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Kolbenschmidt Pierburg <strong>AG</strong><br />
Rheinmetall Allee 1<br />
40476 Düsseldorf, Germany<br />
Postfach 104261<br />
40033 Düsseldorf<br />
Phone (+49-2131) 520-2115<br />
Fax (+49-2131) 520-2116<br />
www.kolbenschmidt-pierburg.com<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2001</strong><br />
Kolbenschmidt Pierburg <strong>AG</strong>
Division Air Supply & Pumps Pistons Plain Bearings Aluminum<br />
Technology<br />
Product groups<br />
Major locations<br />
Sales<br />
(€million)<br />
Organization and management structure<br />
of the Kolbenschmidt Pierburg Group as of March 1, 2002<br />
Kolbenschmidt Pierburg <strong>AG</strong><br />
(listed)<br />
Sales: €1.8 billion<br />
Employees: 11,600<br />
Systems and<br />
components for air<br />
supply, fuel supply,<br />
emission control<br />
Oil and water pumps,<br />
vacuum pumps,<br />
fuel delivery units<br />
Germany<br />
France<br />
Italy<br />
Spain<br />
USA<br />
Brazil<br />
China (joint venture)<br />
Passenger car pistons<br />
Piston modules<br />
Commercial-vehicle<br />
pistons<br />
Large-bore pistons<br />
Germany<br />
France<br />
Czech Republic<br />
USA<br />
Canada<br />
Brazil<br />
China (joint venture)<br />
Plain bearings<br />
Bushings<br />
Thrust washers<br />
Dry bearings for<br />
low-maintenance and<br />
maintenance-free<br />
operation (Permaglide)<br />
Nonferrous extrusions<br />
Germany<br />
USA<br />
Brazil<br />
Germany<br />
Motor Service<br />
Engine blocks Automotive parts for<br />
engine repair and<br />
workshops<br />
820 570 150 140 150<br />
Employees 4,000 5,400 1,000 800 400<br />
Germany<br />
France<br />
Great Britain<br />
Turkey<br />
Brazil<br />
Czech Republic
Kolbenschmidt Pierburg at a glance<br />
€million 1997 1) 1998 1999 2000 2) <strong>2001</strong><br />
(HGB) (HGB) (HGB) (IAS) (IAS)<br />
Net sales<br />
EBITDA (earnings before interest,<br />
1,076.3 1,473.3 1,527.1 1,776.2 1,825.5<br />
taxes, depreciation and amortization)<br />
EBIT (earnings<br />
142.8 167.2 184.4 202.0 238.2<br />
before interest and taxes) 63.3 68.3 69.2 54.5 90.3<br />
EBT (earnings before taxes) 57.4 61.9 61.1 21.6 49.5<br />
Net income 51.6 54.0 26.6 7.4 31.8<br />
EpS (earnings per share) (€)<br />
DVFA/SG 1.74 3) 1.37 1.21<br />
IAS 0.28 1.18<br />
Cash dividend per share, net (€) 0.51 0.77 0.77 0.77 0.50<br />
plus bonus plus bonus<br />
of €0.26 of €0.53<br />
Capital expenditures<br />
(excl. financial assets) 82.9 125.5 177.9 171.1 174.6<br />
Amortization/depreciation 92.7 110.7 129.0 147.5 147.9<br />
Capital stock 68.0 68.0 68.1 68.1 71.7<br />
Accounting equity 323.0 327.3 263.2 319.9 345.1<br />
Cash flow 132.5 161.0 150.3 160.8 174.4<br />
Employees (Dec. 31) 10,804 11,443 11,789 12,164 11,662<br />
1) Fiscal 1997 includes the former Kolbenschmidt Group only prorated from April 1 to Dec. 31, 1997<br />
2) Consolidated financial statements retroactively restated to conform to IAS<br />
3) Determined according to the DVFA/SG formula of 1996
<strong>Annual</strong> <strong>Report</strong> <strong>2001</strong><br />
Kolbenschmidt Pierburg <strong>AG</strong>
Contents<br />
Agenda of the<br />
annual stockholders’ meeting<br />
Supervisory and Executive Boards<br />
<strong>Report</strong> of the Supervisory Board<br />
Letter to the stockholders<br />
<strong>Report</strong> of the Executive Board<br />
Kolbenschmidt Pierburg stock<br />
Management report on the<br />
Kolbenschmidt Pierburg Group<br />
The divisions<br />
Parent’s financial statements <strong>2001</strong> *<br />
Consolidated financial statements <strong>2001</strong><br />
Notes<br />
4<br />
6<br />
8<br />
10<br />
11<br />
12<br />
13<br />
15<br />
18<br />
21<br />
24<br />
31<br />
35<br />
36<br />
40<br />
44<br />
48<br />
52<br />
56<br />
62<br />
63<br />
66<br />
67<br />
68<br />
69<br />
70<br />
74<br />
84<br />
98<br />
103<br />
104<br />
105<br />
109<br />
110<br />
112<br />
<strong>Report</strong>ing format<br />
Business trend<br />
Results of operations<br />
Capital and capital expenditures<br />
Employees<br />
Research and development<br />
Risks of future development (risk report)<br />
Prospects<br />
Air Supply & Pumps<br />
Pistons<br />
Plain Bearings<br />
Aluminum Technology<br />
MotorEngineering<br />
Motor Service<br />
Balance sheet<br />
Income statement<br />
Consolidated balance sheet<br />
Consolidated income statement<br />
Cash flow statement<br />
Statement of changes in equity<br />
Segment report<br />
Accounting principles<br />
Comments on the consolidated balance sheet<br />
Comments on the consolidated income statement<br />
Comments on the cash flow statement<br />
Comments on the segment reports<br />
Supplementary disclosures<br />
Auditor’s report and opinion<br />
Group of consolidated companies<br />
Supervisory and Executive Boards<br />
* For the full annual accounts of Kolbenschmidt Pierburg <strong>AG</strong><br />
(including the notes), visit us at<br />
www.Kolbenschmidt-Pierburg.com<br />
or, to obtain a hard copy, write to:<br />
Rheinmetall Allee 1, 40476 Düsseldorf, Germany
4<br />
Kolbenschmidt Pierburg <strong>AG</strong><br />
Agenda<br />
for the annual stockholders’ meeting<br />
Our stockholders are hereby invited<br />
to the annual stockholders’ meeting<br />
to be held on Wednesday, June 05,<br />
2002, at 11 a.m., in the Festhalle<br />
Harmonie, Allee 28, Heilbronn,<br />
Germany.<br />
(1)<br />
Presentation of Kolbenschmidt Pierburg<br />
<strong>AG</strong>’s adopted annual accounts<br />
and management report, as well as of<br />
its consolidated financial statements<br />
and Group management report and<br />
the Supervisory Board report, all for<br />
fiscal <strong>2001</strong><br />
(2)<br />
Vote on the appropriation of net<br />
earnings<br />
(3)<br />
Vote on the official approval of the<br />
acts and omissions of the Executive<br />
Board for fiscal <strong>2001</strong><br />
(4)<br />
Vote on the official approval of the<br />
acts and omissions of the Supervisory<br />
Board for fiscal <strong>2001</strong><br />
(5)<br />
Appointment of statutory auditors for<br />
fiscal 2002<br />
(6)<br />
Election of supplementary Supervisory<br />
Board members<br />
(7)<br />
Authorization to acquire treasury stock<br />
under the terms of Art. 71(1)(8) AktG<br />
The preceding agenda text has been<br />
abridged. Legally binding will be the<br />
agenda of the Company’s annual stockholders’<br />
meeting as published in the<br />
German Federal Gazette (“Bundesanzeiger”).<br />
Final inspection of a DC intake<br />
manifold at the Nettetal plant
6<br />
Kolbenschmidt Pierburg <strong>AG</strong><br />
Supervisory and Executive Boards<br />
Supervisory Board<br />
Klaus Eberhardt<br />
Düsseldorf,<br />
Executive Board Chairman of Rheinmetall <strong>AG</strong>,<br />
Düsseldorf<br />
Chairman<br />
Dr. rer. soc. Rudolf Luz *)<br />
Weinsberg,<br />
Union secretary of the German Metalworkers<br />
Union (“IG Metall”), Heilbronn/Neckarsulm office,<br />
Neckarsulm<br />
Vice-Chairman<br />
Wigand Frhr.v.Salmuth<br />
Heidelberg,<br />
Chairman of the Stockholders' Committee of<br />
Röchling Industrie Verwaltung GmbH, Mannheim<br />
Additional Vice-Chairman<br />
(up to June 12, <strong>2001</strong>)<br />
Dr. jur. Erich Coenen<br />
Frankfurt/Main,<br />
Executive Board member of Commerzbank <strong>AG</strong>,<br />
Frankfurt/Main (up to June 12, <strong>2001</strong>)<br />
Dr.-Ing. Ludwig Dammer *)<br />
Düsseldorf,<br />
Central Production Engineering,<br />
Pierburg <strong>AG</strong>, Neuss<br />
Rolf Dollmann *)<br />
Neckarsulm,<br />
Chairman of the General Works Council of<br />
KS Kolbenschmidt GmbH, Neckarsulm<br />
(up to March 31, 2002)<br />
Dipl. rer. pol. Werner Engelhardt<br />
Karlsruhe,<br />
Management Board Chairman of Röchling<br />
Industrie Verwaltung GmbH, Mannheim<br />
(up to January 14, 2002)<br />
Additional Vice-Chairman<br />
(from September 10, <strong>2001</strong>, to January 14, 2002)<br />
Georg Hadlaczki *)<br />
Mühlhausen,<br />
Member of the Works Council of the<br />
St. Leon-Rot plant of KS Gleitlager GmbH,<br />
St. Leon-Rot<br />
Dr. jur. Martin Hirsch<br />
Frankfurt/Main,<br />
Lawyer and partner of the law firm<br />
Gleiss Lutz Hootz Hirsch,<br />
Frankfurt/Main<br />
Dr. Bernd M. Hönle<br />
Weisenheim a. S.,<br />
Management Board member of<br />
Röchling Industrie Verwaltung GmbH,<br />
Mannheim (as from June 12, <strong>2001</strong>)<br />
Erich Hüskes *)<br />
Nettetal,<br />
Member of the Works Council of the Nettetal<br />
plant of Pierburg <strong>AG</strong>, Neuss<br />
Dr. jur. Klaus Kessler<br />
Stuttgart,<br />
Lawyer<br />
Dr. Schelling & Partner GbR<br />
Deutsche Schutzvereinigung für<br />
Wertpapierbesitz e.V., Stuttgart<br />
Heinrich Kmett<br />
Fahrenbach/Robern<br />
Works Council Vice-Chairman of<br />
KS Kolbenschmidt GmbH, Neckarsulm<br />
(as from April 1, 2002)<br />
Jürgen Lemmer<br />
Bad Homburg,<br />
Executive Board member of<br />
Commerzbank <strong>AG</strong>, Frankfurt/Main<br />
(as from June 12, <strong>2001</strong>)<br />
Dr. rer. oec. Herbert Müller<br />
Bochum,<br />
Executive Board member of<br />
Rheinmetall <strong>AG</strong>, Düsseldorf<br />
(as from March 28, 2002)<br />
Dr. Siegfried Roth *)<br />
Rüsselsheim,<br />
Secretary at the General Secretariat of<br />
IG Metall, Frankfurt/Main<br />
*) elected by the employees<br />
For details of further board memberships of<br />
Supervisory Board members, see pages 112 et seq.<br />
Executive Board<br />
Dr. Gerd Kleinert<br />
Gottmadingen<br />
Chairman<br />
Development, Coordination<br />
(as from November 1, <strong>2001</strong>)<br />
Dr. Dieter G. Seipler<br />
Meerbusch<br />
Chairman<br />
R&D, Coordination<br />
(up to October 31, <strong>2001</strong>)<br />
Dr. W. Hans Engelskirchen<br />
Kaarst<br />
Production<br />
Dr. Jörg-Martin Friedrich<br />
Ludwigsburg<br />
Human Resources<br />
Heinz-Ludger Heuberg<br />
Wülfrath<br />
Finance, Controlling<br />
(up to February 28, 2002)<br />
Georg Liebler<br />
Düsseldorf<br />
Sales<br />
Dr. Peter Merten<br />
Herrsching<br />
Finance, Controlling<br />
(as from March 1, 2002)<br />
For details of further board memberships of Executive Board members,<br />
see page 114.<br />
7
8<br />
Kolbenschmidt Pierburg <strong>AG</strong><br />
<strong>Report</strong> of the Supervisory Board<br />
Klaus Eberhardt<br />
Chairman of the Supervisory Board<br />
In fiscal <strong>2001</strong>, Kolbenschmidt Pierburg<br />
<strong>AG</strong>’s Supervisory Board performed the<br />
functions and duties incumbent on it<br />
under law and the memorandum &<br />
articles of association. The Supervisory<br />
Board monitored the Company’s management<br />
and conduct of business by<br />
the Executive Board.<br />
The Executive Board regularly reported<br />
to the Supervisory Board on the Company’s<br />
and the Group’s position and<br />
development, as well as on fundamental<br />
issues of business policy, management<br />
and corporate planning, including<br />
finance, capital expenditure and<br />
human resources planning. In addition,<br />
the Supervisory Board was regularly<br />
briefed in writing on the Kolbenschmidt<br />
Pierburg Group’s business position<br />
and trend.<br />
The Supervisory Board met twice each<br />
in the first and the second half-year<br />
periods of <strong>2001</strong>. The Supervisory<br />
Board’s Personnel Committee members<br />
convened three times in fiscal <strong>2001</strong><br />
(April 25, <strong>2001</strong>; September 10, <strong>2001</strong>;<br />
and November 22, <strong>2001</strong>) and took the<br />
actions considered necessary.<br />
When the Finance Committee met on<br />
April 3, <strong>2001</strong>, it dealt with the preparatory<br />
deliberations about the 2000<br />
annual accounts and, on June 20, with<br />
the preparations for, and voting on,<br />
the capital increase by means of the<br />
distribute-capture method. There was<br />
no reason for the Slate Submittal<br />
Committee to convene.<br />
The full Supervisory Board was duly informed<br />
about its committees’ activities.<br />
At the full Supervisory Board meetings,<br />
the members discussed in detail the<br />
situation and development of the<br />
Group, the various divisions and all<br />
major Group companies in Germany<br />
and abroad, as well as all material<br />
transactions.<br />
Furthermore, the Supervisory Board<br />
dealt with issues of strategic and<br />
organizational orientation and, at its<br />
meeting of November 22, <strong>2001</strong>,<br />
deliberated on the Group's mediumterm<br />
plan. All Executive Board actions<br />
requiring Supervisory Board approval<br />
were timely and fully submitted to the<br />
Supervisory Board for information and<br />
decision. After scrutiny and detailed<br />
discussion, all issues were approved.<br />
In particular, the Supervisory Board<br />
dealt with and approved<br />
– the financial reorganization concept<br />
for KUS Zollner, the US Pistons<br />
subsidiary,<br />
– the conclusion of a P&L transfer<br />
and direct-control agreement with<br />
Pierburg <strong>AG</strong>,<br />
– the changeover to IAS as primary<br />
group accounting system,<br />
– the capital increase through a<br />
distribute-recapture transaction.<br />
The annual accounts and management<br />
report of the Company, as well as the<br />
consolidated financial statements and<br />
Group management report of Kolbenschmidt<br />
Pierburg <strong>AG</strong> for the fiscal year<br />
ended December 31, <strong>2001</strong>, including<br />
the accounting system, were all audited<br />
by Düsseldorf-based PwC Deutsche<br />
Revision <strong>AG</strong>, Wirtschaftsprüfungsgesellschaft,<br />
which had been appointed<br />
as statutory auditors by the<br />
annual stockholders’ meeting of June<br />
12, <strong>2001</strong>. On March 22, 2002, the statutory<br />
auditors issued their unqualified<br />
opinion on both sets of financial statements.<br />
In the scope of their audit engagement,<br />
the statutory auditors also<br />
had to examine whether the Executive<br />
Board implemented the legally required<br />
procedures, especially set up a monitoring<br />
system that would early on<br />
identify any risks likely to jeopardize<br />
the Company’s continued existence as<br />
a going concern. The auditors stated<br />
that the Executive Board met the requirements<br />
of Art. 91(2) German Stock<br />
Corporation Act (“AktG”). At a joint<br />
meeting held on April 8, 2002, with the<br />
auditors (who reported on major audit<br />
conclusions and answered queries),<br />
the Supervisory Board’s Finance<br />
Committee discussed the separate<br />
annual accounts of the Company and<br />
the consolidated financial statements<br />
for the fiscal year ended December 31,<br />
<strong>2001</strong>, on the basis of the audit reports<br />
and findings. No objections were<br />
raised. All members of the Supervisory<br />
Board received their copies of both<br />
sets of financial statements, the management<br />
reports and audit reports in<br />
due course prior to the Supervisory<br />
Board’s annual accounts meeting on<br />
April 18, 2002. At this meeting, in<br />
which the statutory auditors also participated<br />
to the extent that the separate<br />
and consolidated financial statements<br />
were discussed, the Supervisory Board<br />
carefully reviewed all of these documents<br />
and concurs with the results of<br />
the auditors' examination after its own<br />
review of the separate and consolidated<br />
financial statements, the management<br />
reports on the Company and<br />
the Group, and the profit appropriation<br />
as proposed by the Executive Board.<br />
No objections were raised. At its meeting<br />
of April 18, 2002, the Supervisory<br />
Board approved the annual accounts<br />
for fiscal <strong>2001</strong> as submitted by the<br />
Executive Board, which are thus adopted.<br />
The Executive Board proposes for<br />
the appropriation of the net earnings<br />
for fiscal <strong>2001</strong> that a cash dividend of<br />
€0.50 per no-par share be distributed.<br />
The Executive Board argued that the<br />
dividend had to be reduced in the<br />
wake of the difficult business and<br />
shrinking results of operations in the<br />
year under review which affected<br />
both the Company and the Group.<br />
The Supervisory Board endorses the<br />
profit distribution as proposed by the<br />
Executive Board. The Executive Board’s<br />
report concerning affiliations for fiscal<br />
<strong>2001</strong> according to Art. 312 AktG and<br />
the pertinent report of the statutory<br />
auditors were submitted to the Supervisory<br />
Board, which examined the<br />
report of the Executive Board and concurs<br />
with it, as with the results of the<br />
examination by the statutory auditors.<br />
The auditors issued the following<br />
opinion on the dependency report of<br />
the Executive Board concerning<br />
affiliations:<br />
“Based on our examination, which we<br />
performed with due professional care,<br />
and on our evaluation we certify that<br />
(1) the facts stated in the report are<br />
valid;<br />
(2) the Company’s consideration for<br />
the legal transactions referred to<br />
in the report was not unreasonably<br />
high.”<br />
After reviewing the final results of its<br />
own examination, the Supervisory<br />
Board has found no reasons for objections<br />
to the Executive Board’s concluding<br />
representation in the report on<br />
affiliations for fiscal <strong>2001</strong>.<br />
Versus the year before, the Supervisory<br />
Board changed as follows: With effect<br />
as of the close of the annual stockholders’<br />
meeting on June 12, <strong>2001</strong>,<br />
Wigand Frhr. v. Salmuth and Dr. Erich<br />
Coenen stepped down from this Board,<br />
and so did Mr. Werner Engelhardt as<br />
of January 14, 2002. Mr. Rolf Dollmann<br />
resigned from the Supervisory Board<br />
as of March 31, 2002, to go into retirement<br />
at April 1, 2002. The Supervisory<br />
Board thanks Wigand Frhr. v. Salmuth,<br />
Dr. Erich Coenen, Mr. Werner Engelhardt,<br />
and Mr. Rolf Dollmann for their<br />
dedicated work in the Company’s best<br />
interests. At the election of supplementary<br />
Supervisory Board members,<br />
the Company’s annual stockholders’<br />
meeting of June 12, <strong>2001</strong>, elected<br />
Dr. Bernd M. Hönle and Jürgen Lemmer<br />
Supervisory Board members. The Supervisory<br />
Board meeting of June 12, <strong>2001</strong>,<br />
appointed Dr. Hönle to the Company’s<br />
Finance Committee. The Düsseldorf<br />
Local Court of Registration appointed<br />
Dr. Herbert Müller and Mr. Heinrich<br />
Kmett as Supervisory Board members.<br />
In fiscal <strong>2001</strong> and early 2002, Kolbenschmidt<br />
Pierburg <strong>AG</strong>’s Executive Board<br />
changed, too: Executive Board Chairman<br />
Dr. Dieter Seipler and Mr. Heinz-<br />
Ludger Heuberg asked to be released<br />
from their Executive Board duties with<br />
effect as of October 31, <strong>2001</strong>, and<br />
February 28, 2002, respectively. The<br />
Supervisory Board complied with both<br />
requests and appointed Dr. Gerd<br />
Kleinert Executive Board Chairman<br />
effective November 1, <strong>2001</strong>, and<br />
Dr. Peter Merten Executive Board member<br />
with effect as of March 1, 2002.<br />
The Supervisory Board thanks<br />
Dr. Seipler and Mr. Heuberg for their<br />
services on behalf of Kolbenschmidt<br />
Pierburg <strong>AG</strong>.<br />
Moreover, the Supervisory Board thanks<br />
all employees of the Kolbenschmidt<br />
Pierburg Group for their dedication and<br />
commitment in the fiscal year <strong>2001</strong>.<br />
Düsseldorf, April 18, 2002<br />
The Supervisory Board<br />
Klaus Eberhardt<br />
Chairman<br />
9
10<br />
Kolbenschmidt Pierburg <strong>AG</strong><br />
Letter to the stockholders<br />
Dear Stockholders:<br />
Fiscal <strong>2001</strong> was a period in which the<br />
Kolbenschmidt Pierburg Group<br />
successfully upheld its position in a<br />
market that is becoming more difficult.<br />
Given the worsening economy, it was<br />
inevitable that the Group’s operating<br />
results would decline. Still, with an<br />
EBIT margin of 4.9 percent, we were<br />
able to largely compensate for the<br />
burdens piling up in the marketplace<br />
in <strong>2001</strong>. The driving force behind this<br />
positive result was organic growth<br />
inside Europe. With sales up by 2.8<br />
percent in <strong>2001</strong>, Kolbenschmidt Pierburg<br />
again managed to outpace the<br />
market.<br />
Nonetheless, we still did not achieve<br />
in <strong>2001</strong> our basic target of a sustained<br />
EBIT-based return on sales (ROS) of<br />
6.3 percent, mainly due to the ailing<br />
US economy.<br />
Forecasts indicate that the economy<br />
will continue to contract in the United<br />
States and Europe in 2002. We are<br />
facing up to these challenges and endeavoring<br />
to improve our performance<br />
through further consolidation and enhancement<br />
of our operating results.<br />
Kolbenschmidt Pierburg will focus on<br />
its core business in the period ahead,<br />
review marginal activities, and concentrate<br />
on enhancing shareholder<br />
value through operational improvements.<br />
Earnings growth with limited<br />
capital employed will, even more<br />
than up to now, take priority over sheer<br />
sales growth, in particular business<br />
expansion engendered through acquisitions.<br />
A review of our non-core businesses in<br />
<strong>2001</strong> prompted us to shed our majority<br />
stake in the MotorEngineering division.<br />
This logical decision proved successful<br />
not only for our group but also for the<br />
employees all of which were taken<br />
over by the new owner.<br />
At four major locations, whose losses<br />
are currently burdening our earnings<br />
at around €50 million, extensive restructuring<br />
programs have been in<br />
force since the end of 2000. Most of<br />
these will be successfully completed<br />
in the course of 2002. As these lossmakers<br />
are gradually eliminated, the<br />
earnings generated by other subsidiaries<br />
will in future flow undiluted to<br />
the Group’s profit.<br />
Market capitalization/EBIT<br />
Basis: Price as of Dec. 31<br />
Dividend in €<br />
Dividend incl. bonus<br />
After only a few months, it is evident<br />
that the year 2002 will not bring about<br />
any economic relief. Yet thanks to our<br />
sound technological and financial<br />
bases plus the highly consistent valueadding<br />
policies we have adopted, we<br />
expect to close 2002 by again outperforming<br />
the market. In the continuation<br />
of this successful course, I ask<br />
you, our stockholders, in the name of<br />
my Executive Board colleagues, for<br />
your ongoing confidence.<br />
Sincerely,<br />
Dr. Gerd Kleinert<br />
Executive Board Chairman<br />
5.3<br />
3.7<br />
2000 <strong>2001</strong><br />
1.30<br />
0.53<br />
0.77<br />
2000<br />
0.50<br />
<strong>2001</strong><br />
Executive Board report<br />
Kolbenschmidt Pierburg Stock<br />
Share prices compared with M-DAX,<br />
indexed to the Kolbenschmidt Pierburg stock price on January 2, <strong>2001</strong> (up to March 28, 2002)<br />
16<br />
14<br />
12<br />
10<br />
8<br />
6<br />
€<br />
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar<br />
01 01 01 01 01 01 01 01 01 01 01 01 02 02 02<br />
M-DAX Kolbenschmidt Pierburg <strong>AG</strong><br />
Phoenix <strong>AG</strong><br />
Continental <strong>AG</strong><br />
Worldwide, <strong>2001</strong> was a period of<br />
plunging stock prices, the most important<br />
US barometer, the Dow Jones,<br />
losing just under six percent, NASDAQ<br />
as much as 19 percent. The Euro Stoxx<br />
shed over 20 percent, tumbling from<br />
4,770 to 3,806 points.<br />
Compared with year-end 2000, the DAX<br />
slumped by almost 20 percent from<br />
6,433 to 5,160 points. Following the<br />
events of September 11, the DAX was<br />
at times 45 percent below December<br />
31, 2000. This indicates that in the<br />
final three months of <strong>2001</strong>, these steep<br />
losses were followed by a recovery,<br />
which lifted the DAX over 1,600 points<br />
above its yearly low. Sectorwise, automobile<br />
shares put in the relatively<br />
best performance in <strong>2001</strong>, BMW rising<br />
12 percent, DaimlerChrysler 8 percent,<br />
with only Volkswagen receding almost<br />
6 percent.<br />
The M-DAX slid by 7.4 percent in <strong>2001</strong><br />
(from 4,675 to 4,326 points) and was<br />
thus caught up in the general trend of<br />
the period.<br />
Kolbenschmidt Pierburg <strong>AG</strong> stock<br />
gained in the course of last year. At the<br />
close of 2000, our stock had fallen to<br />
an unsatisfactory €10.75, but then as<br />
the year progressed, rebounded by<br />
June, rising to €16.10 (+49.8 percent).<br />
On an annual average, the stock price<br />
was 18 percent higher than at the end<br />
of 2000, a commendable performance<br />
particularly against the background<br />
of the capital increase obtained by<br />
applying the distribute-recapture<br />
method around mid-year. We will do<br />
our utmost to perpetuate this trend in<br />
the course of the present fiscal period.<br />
Other comparable M-DAX listed automotive<br />
stock, Phoenix and Continental,<br />
fell by almost 20 percent, in contrast.<br />
The early months of 2002 saw a continuation<br />
of Kolbenschmidt Pierburg<br />
stock’s upswing, with the year-end<br />
<strong>2001</strong> price of €12.65 gaining up to<br />
€2 in the first months.<br />
As to 2002, we expect the stock markets<br />
to show a slight recovery, given a<br />
revival in the world economy in the<br />
second half of 2002. This will open<br />
up further growth potentials for our<br />
stock, which is still comparatively<br />
underpriced.<br />
Fiscal <strong>2001</strong> was again another very<br />
successful year for our Investor Relations<br />
efforts, the first annual accounts<br />
conference for financial analyst being<br />
held in Frankfurt/Main by Kolbenschmidt<br />
Pierburg <strong>AG</strong>. The very many<br />
interested analysts and their positive<br />
response, endorsed the success of<br />
our Investor Relations work. At a DVFA<br />
conference staged at the IAA in<br />
Frankfurt, Kolbenschmidt Pierburg <strong>AG</strong><br />
presented itself to a broad audience<br />
of investors and, in October, a further<br />
such event was organized to accompany<br />
the opening of our Shanghaibased<br />
joint venture. Completing the<br />
picture are our quarterly teleconferences<br />
on the current business situation.<br />
Analysts, investors and banks alike<br />
commend our enlightening annual<br />
report and, in a survey conducted by<br />
Manager Magazin, the annual report<br />
2000 generally scored very high.<br />
The rating agencies, too, have once<br />
more confirmed that Kolbenschmidt<br />
Pierburg <strong>AG</strong> pursues a circumspect<br />
and safe financial policy and, despite<br />
the tougher markets in <strong>2001</strong>, rated<br />
our company BBB/A-2 (S&P) and Baa2<br />
(Moody’s), hence investor’s grade for<br />
our debt securities.<br />
11
Kolbenschmidt Pierburg <strong>AG</strong><br />
Executive Board report<br />
Management report on the Kolbenschmidt Pierburg Group<br />
<strong>Report</strong>ing format<br />
This report on <strong>2001</strong> is the first annual<br />
report the Kolbenschmidt Pierburg<br />
Group has prepared in accordance with<br />
the IASB’s International Accounting<br />
Standards (IAS). To ensure a meaningful<br />
comparison, the prior-year data<br />
(in 2000 still based on the German<br />
Commercial Code, or “HGB”) was<br />
subsequently restated to conform to<br />
IAS and contrasted to the IAS-based<br />
disclosures for fiscal <strong>2001</strong>.<br />
Kolbenschmidt Pierburg <strong>AG</strong>’s<br />
Executive Board<br />
Dr. Gerd Kleinert<br />
The changeover to IAS as primary<br />
accounting basis meant that three<br />
special-purpose property companies<br />
had to be additionally included in the<br />
consolidation group as of December<br />
31, 2000 as well as <strong>2001</strong>.<br />
Set up as of April 1, <strong>2001</strong>, together<br />
with SAIC, one of China's biggest<br />
automotive companies, the joint<br />
venture Kolbenschmidt Pierburg<br />
Shanghai Nonferrous Components<br />
Co. Ltd. (KPSNC), Shanghai, China,<br />
has been included at equity in the<br />
Air Supply & Pumps division.<br />
MotorEngineering is a division operating<br />
in the market for exhaust gas,<br />
flowmeter and workshop measuring<br />
equipment for developing and servicing<br />
I.C. engines and accounts for a<br />
mere 2 percent of the Group’s annual<br />
sales. Thus, it is not eligible for inclusion<br />
as one of the Kolbenschmidt<br />
Pierburg Group’s core businesses<br />
and therefore effective the turn of<br />
<strong>2001</strong>/2002, AVL Holding GmbH, Graz,<br />
Austria, as part of a joint venture<br />
agreement, has taken over a majority<br />
stake in the division’s parent company<br />
Pierburg Instruments GmbH, in which<br />
it is also exercising industrial management.<br />
While this company’s income<br />
statement is reflected in Kolbenschmidt<br />
Pierburg <strong>AG</strong>’s consolidated<br />
financial statements, its balance sheet<br />
as of December 31, <strong>2001</strong>, is not. In<br />
future, this company will be included<br />
at equity. Additionally, the 100-percent<br />
stake held in Pierburg Instruments Inc.,<br />
Auburn Hills, Michigan, USA, a company<br />
serving the American market with<br />
the development, manufacture, and<br />
marketing of flowmeter and exhaust<br />
gas measuring equipment, was deconsolidated<br />
and sold as of January 1,<br />
<strong>2001</strong>, to AVL Michigan Holding Inc.,<br />
Plymouth, Michigan, USA.<br />
As of January 1, <strong>2001</strong>, Vehicle Spares<br />
Ltd., Dublin, Ireland, was sold and<br />
likewise deconsolidated.<br />
Regarding changes in the consolidation<br />
group, the comparative figures<br />
for the past two years are those certified<br />
in the annual accounts; due to<br />
the marginal significance of such<br />
changes, a comparable restatement<br />
has been waived.<br />
Dr. W. Hans Engelskirchen Dr. Jörg-Martin Friedrich Georg Liebler Dr. Peter Merten<br />
12 13<br />
Business trend<br />
Fiscal <strong>2001</strong> for Kolbenschmidt Pierburg<br />
was overclouded by the worsening<br />
economic conditions in the course of<br />
the year. Nonetheless, most of the<br />
Group’s companies successfully upheld<br />
their position in the markets, the<br />
consequence being that Group sales<br />
gained by 2.8 percent to €1,825.5<br />
million. Five of the six divisions played<br />
their part in improving sales revenues<br />
over the previous year. The growth<br />
regions in <strong>2001</strong> were Western Europe<br />
and South America, whereas the<br />
Group’s activities in North America<br />
suffered from reduced customer calloffs<br />
and project postponements.<br />
World production down<br />
Passenger car production by<br />
selected regions<br />
(million units)<br />
Following the upswing of 2000, auto<br />
and LCV production in Asia in <strong>2001</strong><br />
re-declined (down 1.7 percent). It was<br />
particularly in the volume markets of<br />
Japan and South Korea that car production<br />
fell by 2.1 and 3.4 percent,<br />
respectively. LCV production in these<br />
countries also dropped, by 6.0 and<br />
1.7 percent, respectively. In contrast<br />
and although from a relatively low<br />
baseline, car production in China<br />
again revved up, by 28.1 percent to<br />
0.7 million units. Including the LCVs,<br />
which account for a major slice of<br />
automotive output in China, production<br />
added up to 1.8 million units (up<br />
10.4 percent).<br />
On the basis of the existing projections,<br />
world production of autos and<br />
light commercial vehicles (LCVs, under<br />
3.5 t) in <strong>2001</strong> dropped by 3.1 percent<br />
to 53.6 million, of which automobiles<br />
accounted for 39.8 million (down 2.3<br />
percent) and LCVs for 13.8 million<br />
(down 5.5 percent). A major problem<br />
for the carmakers is the declining<br />
sales in major world markets (NAFTA,<br />
Japan), which are hardly retrievable<br />
elsewhere.<br />
Within NAFTA, the United States produced<br />
much fewer autos (around 4.9<br />
million, down 11.9 percent) and LCVs<br />
(around 6.3 million, down 9.0 percent)<br />
than back in 2000, even though the<br />
final quarter of the period saw a number<br />
of special campaigns such as zerointerest<br />
financing, cash incentives,<br />
and early re-leasing options, which<br />
together did help prop up sales,<br />
Western/Eastern Europe<br />
2000<br />
<strong>2001</strong> (provisional)<br />
NAFTA<br />
Asia incl. Japan<br />
8.4<br />
7.4<br />
Western Europe in <strong>2001</strong> again showed<br />
a slight gain in the production of cars<br />
and LCVs, this time by 1.4 percent to<br />
16.8 million units. Whereas France<br />
and Germany boosted production to<br />
just over 3.5 million vehicles (up 7.8<br />
percent) and 5.2 million (up 3.5 percent),<br />
respectively, output in Italy fell<br />
to a good 1.5 million units (down 9.5<br />
percent) as in Spain to just under 2.9<br />
million units (down 1.9 percent) and<br />
Britain to just under 1.7 million units<br />
(down 7.1 percent). In Germany, exports<br />
rose by 5 percent to a good 3.6 million<br />
units. In contrast, the number of newly<br />
registered vehicles fell by 1.4 percent<br />
in Western Europe. The number of<br />
foreign makes registered declined by<br />
though at the expense of severely<br />
eroded earnings. Production figures<br />
in Canada slumped too, cars falling to<br />
1.3 million units (down 17.2 percent)<br />
and LCVs to 1.2 million (down 8.4 percent).<br />
In South America, the number of cars<br />
and LCVs produced gained by 1.9 percent<br />
to around 1.9 million units. Whereas<br />
production in Brazil advanced by<br />
over 8 percent, the figure for Argentina<br />
crumbled by almost 31 percent due to<br />
that nation’s economic woes.<br />
–11.9%<br />
Sales growth<br />
despite<br />
tough conditions<br />
13.1<br />
12.9<br />
–1.5%<br />
17.2<br />
17.4 +1.2%<br />
6 percent whereas German brands<br />
gained by almost 1 percent.<br />
Diesel engines<br />
advancing<br />
Diesel engine cars and station wagons<br />
once more progressed in the markets<br />
of Western Europe, particularly those<br />
of the mass producers Volkswagen,<br />
PSA, and Renault, which offer a large<br />
number of diesel engines. In Germany<br />
and France, the proportion of such<br />
vehicles as a percentage of car and<br />
station wagon production, rose by<br />
almost 4 percent to some 38 and 41<br />
percent, respectively.
14<br />
Management report on the Kolbenschmidt Pierburg Group<br />
Executive Board report<br />
Non-German sales<br />
over 66 percent at<br />
Kolbenschmidt Pierburg<br />
Sales breakdown by regions<br />
(in %)<br />
Sales growth in five<br />
of six divisions<br />
Kolbenschmidt Pierburg’s business<br />
continues to be highly international.<br />
Unchanged from 2000, Group sales<br />
to customers outside of Germany<br />
exceeded 66 percent. In fact, this<br />
would have been even higher, but<br />
for the dents inflicted by the North<br />
American automotive market. For the<br />
automotive vendor industry, this is an<br />
important region, and here the proportion<br />
of sales fell by 1 percentage point<br />
from the prior-year level. Whereas<br />
sales to customers in Western Europe<br />
(excluding Germany) gained one<br />
percentage point to 44 percent, the<br />
proportion of sales in the other regions<br />
remained unchanged. This also applies<br />
to sales to German OEMs, which once<br />
more accounted for 34 percent of the<br />
total.<br />
17<br />
3<br />
2 1<br />
3 2 1<br />
Europe (excl. Germany)<br />
34<br />
16<br />
North America<br />
2000 <strong>2001</strong><br />
South America<br />
43<br />
Germany<br />
Asia<br />
Other<br />
Fiscal <strong>2001</strong> was a period in which five<br />
out of the six divisions posted sales<br />
growth, in some cases quite appreciable,<br />
with Air Supply & Pumps and<br />
Aluminum Technology stepping up<br />
sales versus the previous year by<br />
€49.4 million and €19.6 million, respectively.<br />
In fact, Air Supply & Pumps<br />
achieved a new record of €819.8<br />
million. It was the Air Supply unit, in<br />
particular, that grabbed an extra share<br />
of business from the mounting wave<br />
of diesel engine cars. Heavy year-earlier<br />
cost input for preparing the series<br />
production start-up of several new products<br />
allowed Aluminum Technology to<br />
grow its sales to €135.8 million.<br />
Compared with the previous year,<br />
steep sales hikes were recorded in<br />
Europe (up €51 million) and Germany<br />
(up €17 million). Business in Asia<br />
throve, too, with additional sales of<br />
€8 million. Within these three regions,<br />
sales growth outpaced the local automotive<br />
market. In contrast, sales in<br />
North America dropped by around<br />
€25 million. The South American<br />
automotive market was likewise<br />
infected by the situation in North<br />
America, with the result that the<br />
improvement fell short of the yearearlier<br />
addition, reaching only around<br />
€5 million.<br />
44<br />
34<br />
Likewise successful performers in<br />
their respective markets were Plain<br />
Bearings (sales of €153.2 million),<br />
MotorEngineering (€37.8 million)<br />
and MotorService (€151.3 million)<br />
with increases between €2 million<br />
and €8 million. In fact, it was only<br />
the Pistons division that had to<br />
contend with sales losses of €35.0<br />
million to €571.5 million, due to its<br />
heavy involvement in the North<br />
American market and the latter’s<br />
feeble automotive economy.<br />
Sales by divisions<br />
(in %)<br />
Compared with the previous year, there<br />
were no substantial changes in the<br />
shares of the divisions as a percentage<br />
of consolidated sales. With an increase<br />
of two percentage points, Air Supply &<br />
Pumps managed to cement its position<br />
as the highest sales generator among<br />
the divisions, with Pistons falling back<br />
correspondingly by two percentage<br />
points.<br />
The Kolbenschmidt Pierburg Group’s<br />
core business in fiscal <strong>2001</strong> was once<br />
again sales to automotive industry<br />
Results of operations<br />
Starting with the <strong>2001</strong> annual accounts,<br />
the Kolbenschmidt Pierburg Group<br />
changed its primary accounting basis<br />
to IAS, thus adding transparency to<br />
its consolidated financial statements.<br />
Moreover, IAS-based financial information<br />
facilitates comparative analyses<br />
among other internationally operating<br />
companies which use the same accounting<br />
standards.<br />
To create a reproducible starting basis,<br />
the consolidated financial statements<br />
2000, originally prepared in accordance<br />
with the regulations of the<br />
German Commercial Code (“HGB”),<br />
were retrospectively restated to<br />
conform to IAS rules. Apart from the<br />
differences arising from the disparity<br />
of HGB and IAS rules, also additional<br />
material conclusions subsequently<br />
reached in <strong>2001</strong> and retroactively<br />
8<br />
2<br />
7<br />
33<br />
8<br />
42<br />
Plain Bearings<br />
8<br />
2000 <strong>2001</strong><br />
Aluminum Technology<br />
shedding new light on business in<br />
2000 were reflected in the restated<br />
2000 financial statements, in due<br />
accordance with the recommendations<br />
published by IDW, the German Institute<br />
of Sworn Public Auditors & Accountants,<br />
in RH HFA 1.001. This approach meant<br />
that, according to IAS, certain expenses<br />
and income were allocated to other<br />
periods than under HGB regulations.<br />
While IAS rules hardly affected the<br />
disclosure of sales in Kolbenschmidt<br />
Pierburg’s consolidated financial statements,<br />
the disclosure of earnings was,<br />
inter alia, influenced by the different<br />
rules for (i) goodwill capitalization<br />
and amortization, (ii) accounting for<br />
expenses for pension accruals, (iii)<br />
the nonrecognition of HGB-based<br />
accrued restructuring expenses, and<br />
(iv) the accounting treatment of untaxed/special<br />
reserves.<br />
Air Supply & Pumps<br />
Pistons<br />
MotorEngineering<br />
Motor Service<br />
OEMs worldwide which account for<br />
around 85 percent of the total volume<br />
(down from 86 percent). And, as in the<br />
previous year, about 10 percent of<br />
Group sales revenues was generated<br />
with engine repair shops and workshops<br />
(spares, parts and measuring<br />
equipment), while nonautomotive<br />
business (such as large-bore pistons<br />
for stationary applications and continuous<br />
castings) contributed some<br />
5 percent (up from 4 percent) of Group<br />
sales.<br />
2<br />
7<br />
31<br />
Disclosure of earnings<br />
rebased on IAS<br />
8<br />
44<br />
15
Management report on the Kolbenschmidt Pierburg Group<br />
Executive Board report<br />
Earnings before taxes (EBT) by the<br />
Kolbenschmidt Pierburg Group in<br />
<strong>2001</strong> reached €49.5 million, well<br />
in excess of the year-earlier €21.6<br />
million.<br />
At €90.3 million, EBIT topped the<br />
previous year’s €54.5 million, while<br />
EBITDA in <strong>2001</strong> clearly surpassed the<br />
year-earlier level to reach €238.2<br />
million (up 18 percent).<br />
Year-earlier EBT<br />
well exceeded<br />
Expense structure of the Group<br />
(in %)<br />
Value added<br />
per capita up<br />
by 8 percent<br />
1.2<br />
12.8<br />
8.2<br />
29.3<br />
48.5<br />
The pretax return on sales (EBT-based<br />
ROS) for the Kolbenschmidt Pierburg<br />
Group in <strong>2001</strong> amounted to 2.7 percent<br />
(up from 1.2 percent), and EBIT-based<br />
to 4.9 percent (up from 3.1 percent).<br />
EBITDA as a proportion of sales came<br />
to 13.1 percent (up from 11.4 percent).<br />
From an operational viewpoint, earnings<br />
are still heavily handicapped by<br />
the weak US economy, which clearly<br />
emphasized the need to restructure a<br />
number of our companies in this region<br />
of the world. As a consequence, the<br />
already initiated restructuring and<br />
reorganization programs for the US<br />
locations were thoroughly revised<br />
and amplified. One of the production<br />
locations will substantially be closed<br />
down in 2002 and facilities at another<br />
will be reduced to two mass-produced<br />
products. Even though such expenses<br />
will partly burden earnings in 2002,<br />
profitability improvements are budgeted<br />
for the US activities of the Group<br />
as early as this year.<br />
Total operating<br />
performance<br />
€1,804.5 million<br />
EBT<br />
Sundry<br />
Cost of materials as a percentage of<br />
total operating performance rose, in<br />
particular due to the geographical<br />
relocation of value-adding processes,<br />
whereas the Group’s payroll ratio was<br />
slightly lower. The burdening effect<br />
on earnings of the individual personnel<br />
expense increases was outcompensated<br />
within the Group through a<br />
The Group’s earnings in <strong>2001</strong> were<br />
squeezed by even keener pricing<br />
competition in the automotive market<br />
as well as by higher levels of the cost<br />
of materials and personnel expenses.<br />
This earnings pressure was counteracted<br />
through sweeping rationalization<br />
efforts, engineering improvements,<br />
and a marked reduction in purchase<br />
prices. Growth in excess of budget<br />
led to unit cost economies of scale<br />
while closer cooperation among the<br />
international production locations<br />
allowed us to consistently allocate<br />
products to the least expensive of the<br />
production locations.<br />
Total operating<br />
performance<br />
€1,833.3 million<br />
Amortiz./depreciation<br />
Personnel expenses<br />
2000 Cost of materials<br />
<strong>2001</strong><br />
2.7<br />
10.3<br />
8.1<br />
28.5<br />
50.4<br />
headcount reduction and the again<br />
large share of production outside of<br />
Germany. As a consequence, it proved<br />
possible to raise sales per capita by<br />
4.8 percent to €0.152 million (up<br />
from €0.145 million). Concurrently,<br />
value added per capita advanced by<br />
8.0 percent to €0.054 million.<br />
Kolbenschmidt Pierburg again invested<br />
heavily in tangible assets during <strong>2001</strong><br />
with the target of entrenching market<br />
position and furthering growth. Total<br />
amortization and depreciation remained<br />
at around €148 million.<br />
Among the divisions, Plain Bearings<br />
and Motor Service (aftermarket) turned<br />
in very creditable performances with<br />
EBT-based ROS of 9.9 and 8.8 percent,<br />
respectively. Pistons, too, managed<br />
to largely absorb the burdens from its<br />
extensive US operations through success<br />
in Europe and South America to<br />
achieve an ROS of 3.5 percent. Finally<br />
and in its last year of full consolidation<br />
by Kolbenschmidt Pierburg, the Motor-<br />
Engineering division achieved a sharp<br />
earnings improvement, attributable<br />
to both the very successful operations<br />
as well as the book gains related to<br />
the transfer of the majority stake.<br />
Despite the dividend payments partly<br />
accruing through the disposal of the<br />
Value added by the Kolbenschmidt<br />
Pierburg Group in <strong>2001</strong> advanced by<br />
around 4.9 percent to €645.2 million<br />
and broke down as follows:<br />
Distribution of value added 2000 <strong>2001</strong><br />
<strong>KSPG</strong> <strong>AG</strong> stockholders 3% 2%<br />
Employees 86% 83%<br />
Lenders 3% 3%<br />
Treasury 6% 5%<br />
Companies of the Group 2% 7%<br />
majority stake held in the MotorEngineering<br />
subsidiary, the biggest of the<br />
divisions, Air Supply & Pumps (Pierburg),<br />
fell short of expectations with<br />
an ROS of only 1.5 percent. The same<br />
applies to Aluminum Technology<br />
which failed to break even in <strong>2001</strong>,<br />
generating a negative EBT of €3.6<br />
million. Earnings at Pierburg were<br />
squeezed by the need to restructure<br />
the Berlin and Nettetal locations as<br />
well as the poor performance of the<br />
US subsidiary. At the engine block<br />
division, Aluminum Technology,<br />
concurrent production start-ups in<br />
the summer of <strong>2001</strong> and the related<br />
preproduction costs prevented any<br />
profit from being achieved.<br />
Big differences<br />
in division returns<br />
on sales<br />
Group EBT by divisions 2000 <strong>2001</strong><br />
€million €million<br />
Air Supply & Pumps 7.2 12.3<br />
Pistons 14.0 20.2<br />
Plain Bearings 4.5 15.1<br />
Aluminum Technology (5.2) (3.6)<br />
MotorEngineering (1.5) 7.5<br />
Motor Service 10.4 13.4<br />
Others/consolidation (7.8) (15.4)<br />
Group 21.6 49.5<br />
16 17
18<br />
Management report on the Kolbenschmidt Pierburg Group<br />
Executive Board report<br />
The Kolbenschmidt Pierburg Group’s<br />
net income for <strong>2001</strong> totaled €31.8<br />
million (up from €7.4 million), which<br />
limited the income tax load ratio to<br />
35.8 percent of EBT. We assume that<br />
the average income tax burden within<br />
the Kolbenschmidt Pierburg Group will<br />
Income tax load ratio<br />
limited to 36 percent<br />
remain at around 37 percent in the<br />
years ahead. Net ROS <strong>2001</strong> (after taxes)<br />
came to 1.7 percent. A decisive contribution<br />
to the higher net income came<br />
from the improved EBT; in contrast,<br />
capitalized deferred tax assets in <strong>2001</strong><br />
sank versus the year before. Deferred<br />
taxes were recognized in <strong>2001</strong> for<br />
temporary differences between the<br />
financial statements and the tax accounts<br />
as well as for loss carryovers<br />
available short term to reduce the tax<br />
load.<br />
Achieving the long-term targets set<br />
for the returns on sales and capital<br />
proved impossible in the difficult<br />
year <strong>2001</strong>. In the current year 2002,<br />
we will center our efforts on getting<br />
closer to our self-set ambitious targets.<br />
Targets and achievements Target Actual Actual<br />
2000 <strong>2001</strong><br />
Return on sales (EBT-based ROS) 4.5% 1.2% 2.7%<br />
Return on sales (EBIT-based ROS) 6.3% 3.1% 4.9%<br />
Return on capital employed (ROCE) 15.0% 6.3% 10.1%<br />
Capital expenditure<br />
ratio almost unchanged<br />
Capital expenditure by divisions<br />
(in %)<br />
Capital and capital expenditures<br />
During fiscal <strong>2001</strong>, the Kolbenschmidt<br />
Pierburg Group spent altogether<br />
€174.6 million (up from €171.1 million)<br />
on intangible and tangible assets<br />
(capitalized). The IAS-based disclosure<br />
includes the additions of leased assets.<br />
Despite the modestly higher amount<br />
compared with the previous year, the<br />
ratio of capital expenditures to sales<br />
was again 9.6 percent.<br />
1 1<br />
Air Supply & Pumps<br />
In 2000, capital expenditures had been<br />
more or less fully shared between the<br />
German and non-German operations.<br />
In <strong>2001</strong>, in contrast, the larger share<br />
went into expanding the domestic<br />
production operations (approximately<br />
62 percent or €107.7 million).<br />
Spending abroad accounted for around<br />
38 percent or €66.9 million of the<br />
funds invested, with emphasis on the<br />
locations in Western Europe (€34.1<br />
million). Due to the weak economy,<br />
capital outlays in North America<br />
dropped from €37.3 million to €23.1<br />
million.<br />
9<br />
Pistons<br />
12<br />
7<br />
2000<br />
44<br />
Plain Bearings<br />
Aluminum Technology<br />
MotorEngineering<br />
7<br />
<strong>2001</strong><br />
38<br />
Motor Service<br />
Other<br />
33<br />
1 1<br />
46<br />
Premachining a<br />
BMW V8 engine block<br />
at the Neckarsulm plant
20<br />
Management report on the Kolbenschmidt Pierburg Group<br />
Executive Board report<br />
Investments in<br />
innovative projects<br />
Most of the capital expenditures by<br />
Air Supply & Pumps during the past<br />
fiscal year concentrated on completing<br />
two production lines for intake manifolds<br />
and setting up extra capacities<br />
for electric throttle bodies. For the<br />
growing segment of emission control<br />
products, further production facilities<br />
were created for manufacturing exhaust<br />
gas recirculating valves and<br />
control dampers in order to share in<br />
the growth opportunities.<br />
Outside of Germany, the European<br />
water and oil pump operations were<br />
further expanded. To address the<br />
growing proportion of diesel engines<br />
and the related demand for vacuum<br />
pumps, this division's activities for<br />
these products were again extended<br />
in France and Italy. In the United States,<br />
spending focused on the start-up of<br />
a new line for manufacturing electric<br />
throttle bodies.<br />
Inside Germany, Pistons devoted its<br />
efforts to enlarging capacities, both<br />
in the foundries as well as in the<br />
machining shops, in order to implement<br />
new products related to new<br />
engine programs of notable OEMs.<br />
Efforts were also stepped up toward<br />
automating the engine test rigs.<br />
Gross cash flow<br />
clearly improved<br />
Investments at the US subsidiaries of<br />
the Pistons division centered on the<br />
restructuring and expansion of the<br />
manufacturing lines in order to achieve<br />
a further pronounced enhancement in<br />
productivity. The subsidiaries in France<br />
and the Czech Republic installed production<br />
lines for new product start-ups.<br />
Plain Bearings pushed ahead with<br />
expanding the Papenburg-based plant.<br />
As part of this project, further facilities<br />
were set up for completing the connecting-rod<br />
bearing production line<br />
and other manufacturing equipment<br />
for car engine bearings. Papenburg<br />
also saw the start-up of a second<br />
coating line for high-duty slide bearings<br />
(sputter line). The St. Leon-Rot factory<br />
spent most of the funds on facilities<br />
for cladding and for mass-producing<br />
bushings.<br />
Aluminum Technology focused its<br />
expenditure on extending the lowpressure<br />
casting capacities to cater<br />
for budgeted sales increases assured<br />
through customer projects. Together<br />
with an associate, this division also<br />
continued work on setting up plant<br />
for finish-machining engine blocks<br />
used in the premium off-road vehicle<br />
of a German carmaker.<br />
Capital outlays by Motor Service<br />
amounted to €1.0 million in fiscal<br />
<strong>2001</strong> (up from €0.8 million). Most<br />
of the spending was related to the<br />
relocation of a French subsidiary.<br />
The Group’s gross cash flow for the<br />
year ended December 31, <strong>2001</strong>, was<br />
ramped up significantly in comparison<br />
to 2000, from €160.8 million to<br />
€174.4 million. With amortization/depreciation<br />
virtually unchanged and<br />
With the transfer of our majority stake,<br />
MotorEngineering’s capital expenditure<br />
is no longer reflected in Kolbenschmidt<br />
Pierburg <strong>AG</strong>’s consolidated financial<br />
statements.<br />
Financial investments in fiscal <strong>2001</strong><br />
added up to €21.6 million, mainly<br />
due to the new Chinese joint venture<br />
by Air Supply & Pumps; this follows a<br />
mere €1.1 million in the previous year.<br />
Amortization and depreciation (excluding<br />
goodwill amortization) by the<br />
Kolbenschmidt Pierburg Group as of<br />
December 31, <strong>2001</strong>, amounted to<br />
€145.6 million, approximating the<br />
year-earlier level of €144.8 million.<br />
Capital expenditures in <strong>2001</strong> exceeded<br />
amortization and depreciation by<br />
19.9 percent. Goodwill amortization<br />
came to €2.3 million in <strong>2001</strong>.<br />
pension accruals receding, the improvement<br />
was ascribable to the upgraded<br />
net income. The €174.6 million<br />
capital expenditures in <strong>2001</strong> were<br />
almost fully funded from the cash<br />
flow.<br />
At €1,343 million as of December 31,<br />
<strong>2001</strong>, total assets inched down €46<br />
million from the year-earlier €1,389<br />
million, despite the higher business<br />
volume. The ratios and proportions<br />
continued healthy on either side of<br />
the balance sheet.<br />
Fixed assets accounted for 59 percent<br />
of total assets, thus definitely up in<br />
relative and absolute terms (7.1 percentage<br />
points or €71.6 million).<br />
Tangible assets were increased to<br />
secure future business but financial<br />
assets rose, too, mainly due to the<br />
fair valuation of one investee when<br />
applying IAS 39 for the first time, and<br />
to the addition of two joint ventures.<br />
Employees<br />
As of December 31, <strong>2001</strong>, Kolbenschmidt<br />
Pierburg <strong>AG</strong> along with its<br />
subsidiaries in Germany and abroad<br />
employed a workforce of 11,662, down<br />
from 12,164 at December 31, 2000.<br />
The decline by 502 was the outcome<br />
of the deconsolidation of MotorEngineering<br />
plus retrenchments at various<br />
locations in Germany and abroad.<br />
Affected by the measures were in<br />
particular the Fort Wayne plant of<br />
KUS Zollner Division Inc., as well as<br />
the Greensburg site of KS Bearings Inc.<br />
and the Berlin and Nettetal plants of<br />
Pierburg <strong>AG</strong>. The retrenchment programs<br />
at the Berlin plant of Pierburg <strong>AG</strong>,<br />
to be continued this and next year,<br />
have been accompanied by agreements<br />
on a reconciliation of interests<br />
and a severance package.<br />
In contrast, the ratio of current to total<br />
assets shrank by 7.1 percentage points<br />
to 37.5 percent. The program to scale<br />
down inventories and trade receivables<br />
was successfully implemented. Cash<br />
& cash equivalents were whittled down<br />
by €33.6 million to €21.2 million.<br />
Total equity (i.e., stockholders’ equity<br />
plus minority interests) improved by<br />
€25.1 million from €319.9 million to<br />
€345.1 million. Kolbenschmidt Pierburg’s<br />
equity base was strengthened<br />
not only by the increased capital stock<br />
and additional paid-in capital after the<br />
dividends and bonuses distributed<br />
for 2000 were recaptured but also<br />
through the healthy net income. The<br />
equity ratio gained accordingly, rising<br />
from 23.0 percent in 2000 to 25.7<br />
percent as of December 31, <strong>2001</strong>.<br />
Headcount down<br />
During <strong>2001</strong>, an average of 228 persons<br />
were on limited-term contracts. This<br />
compares with 165 the year before.<br />
The domestic companies of the Kolbenschmidt<br />
Pierburg Group had a<br />
workforce of 6,160 as of December<br />
31, <strong>2001</strong> (down from 6,328). Of these,<br />
4,519 were blue- and 1,641 whitecollar.<br />
German operations accounted<br />
for around 53 percent of the total headcount.<br />
Personnel expenses incurred by<br />
Kolbenschmidt Pierburg <strong>AG</strong> and its<br />
subsidiaries in <strong>2001</strong> added up to<br />
€522.1 million. This total included in<br />
<strong>2001</strong> €414.4 million for wages and<br />
salaries, €46.0 million for social<br />
security taxes, and €61.7 million for<br />
pension expenses.<br />
Sound asset and<br />
capital structure<br />
In fiscal <strong>2001</strong>, the collective agreement<br />
for the metalworking industry signed<br />
back in 2000 was in force and expired<br />
February 28, 2002. This agreement<br />
meant a 2.1-percent pay raise in Germany<br />
as from May 1, <strong>2001</strong>.<br />
Domestic workforce<br />
at 53 percent<br />
The new parameters set by the collectively<br />
negotiated agreement for preretirement<br />
part-time arrangements<br />
were applied on the basis of a general<br />
works agreement. These are tailored<br />
to the specific needs of the Kolbenschmidt<br />
Pierburg Group’s German<br />
operations and allow us to deploy<br />
preretirement part-time to improve<br />
age and skill structures at the various<br />
operations and units.<br />
21
Tool setting prior to machining<br />
the large-bore pistons at the<br />
Neckarsulm plant<br />
Further agreements were concluded on<br />
the deployment of flexible working<br />
hour arrangements and the introduction<br />
of group work at one of the plants.<br />
Skilled and motivated employees in<br />
Germany and abroad are essential if<br />
we are to master the challenges posed<br />
by our markets and enhance the value<br />
of the Group. We prize employees that<br />
identify with the Group and whose<br />
know-how we are able to retain for<br />
lengthy periods. The stock appreciation<br />
rights (SAR) program for the second<br />
and third management tiers was continued<br />
in <strong>2001</strong>. Hence, all managers<br />
now have a part of their pay anchored<br />
to Kolbenschmidt Pierburg’s stock price<br />
performance and, as a consequence,<br />
shareholder value notions are given<br />
even greater emphasis throughout<br />
the Group.<br />
A large number of training courses not<br />
only in the field of modern working<br />
techniques but also in management<br />
and communication were staged in<br />
order to promote the skills of our employees<br />
in and outside of Germany.<br />
This ongoing enhancement of employee<br />
skills and motivation is essential<br />
in order to cope with changes due to<br />
new technologies and the ongoing<br />
progress toward state-of-the-art and<br />
efficient forms of business organization.<br />
One ingredient of this is the continuous<br />
improvement process in effect at all<br />
the plants. The corporate suggestions<br />
schemes with their continuously growing<br />
improvement potential are also<br />
helping to fine-tune some of the internal<br />
work flows. In submitting these<br />
suggestions, employees are demonstrating<br />
their interest in improving<br />
the organization of the operations at<br />
which they work.<br />
Apprentice training was again pursued<br />
resolutely and is necessary in order to<br />
increase the efficiency of our operations<br />
within the competitive environment.<br />
As of December 31, <strong>2001</strong>, we<br />
employed 358 apprentices and vocational<br />
trainees worldwide.<br />
The employee representatives at all<br />
the companies cooperated constructively<br />
in putting into effect our measures.<br />
This constructive cooperation<br />
with the works councils, the spokesperson<br />
committees of the managerial<br />
employees and the employee representatives<br />
on the Supervisory Board<br />
was and is an important foundation<br />
stone in the success of the Group as<br />
a whole.<br />
We thank all the employees of the<br />
Kolbenschmidt Pierburg <strong>AG</strong> companies<br />
for their dedicated efforts and commendable<br />
achievements in fiscal <strong>2001</strong>.<br />
Stock appreciation rights<br />
program continued<br />
Employees 12-31-2000 12-31-<strong>2001</strong> Change<br />
Air Supply & Pumps 4,109 4,010 –99<br />
Pistons 5,618 5,416 –202<br />
Plain Bearings 1,094 1,045 –49<br />
Aluminum Technology 689 772 +83<br />
MotorEngineering 210 0 –210<br />
Motor Service 396 381 –15<br />
Others 48 38 –10<br />
Total, Group<br />
thereof<br />
12,164 11,662 –502<br />
Germany 6,328 6,160 –168<br />
abroad 5,836 5,502 –334<br />
23
Management report on the Kolbenschmidt Pierburg Group<br />
Executive Board report<br />
Research and development<br />
Whereas the consolidation process<br />
among the automotive manufacturers<br />
has almost come to a standstill, the<br />
relationship between manufacturers<br />
and their vendors is still undergoing<br />
change. Broader platform-based model<br />
ranges together with the necessity to<br />
Even now, Kolbenschmidt Pierburg<br />
with its products “for every aspect of<br />
the engine” is a longstanding and<br />
successful partner of the international<br />
carmakers in the development of<br />
Expenses for R&D<br />
again raised<br />
differentiate among vehicle types, the<br />
extension of product ranges but with<br />
ever shorter model lifetimes as well<br />
as a concentration on core competencies<br />
all lead to the outsourcing of tasks<br />
previously performed by the assemblers<br />
themselves. This trend is also<br />
true of development and production<br />
functions, the vendors having to<br />
functional, economic, low-emission<br />
and cost-optimized engine components.<br />
In order to maintain this reputation<br />
and widen it within the product<br />
sectors, where Kolbenschmidt Pierburg<br />
is represented with the individual<br />
components but still lacks sufficient<br />
first-tier systems competence, the<br />
internal and external expenses for<br />
research and development in fiscal<br />
<strong>2001</strong> again rose, to €79.8 million,<br />
exceeding the already high previous<br />
R&D by divisions 2000 <strong>2001</strong><br />
€million €million<br />
Air Supply & Pumps 45.3 49.3<br />
Pistons 19.2 19.9<br />
Plain Bearings 2.1 2.4<br />
Aluminum Technology 8.0 5.0<br />
MotorEngineering 4.5 3.2<br />
Group 79.1 79.8<br />
High technical competence<br />
in the divisions<br />
In fiscal <strong>2001</strong>, the Group made quite<br />
some progress toward its targets of<br />
emission control, performance<br />
gains, as well as consumption and<br />
weight reduction through the series<br />
start-up or ongoing development of<br />
a number of innovative products.<br />
The basis for this are the successful<br />
R&D efforts within the Group's<br />
divisions:<br />
Air Supply & Pumps’ technical competence<br />
was proven with numerous<br />
innovative projects, such as electric<br />
coolant pumps for the main cooling<br />
circuit, regulated oil pumps, motorized<br />
exhaust gas recirculating valves for<br />
direct-injection gasoline and diesel<br />
engines as well as complete predelivery<br />
units for diesel applications. All these<br />
projects were developed ready for<br />
series production by interdisciplinary<br />
teams. Furthermore, work started on<br />
the gestation of sensors and valves<br />
for fuel-cell propulsion systems. The<br />
worldwide first steplessly variable<br />
intake manifold module from thinwalled<br />
magnesium for boosting performance<br />
and torque went into series<br />
shoulder ever greater responsibilities.<br />
A decisive factor in the success or<br />
failure of an automotive vendor industry<br />
is more than ever before the<br />
vendor’s ability to deliver innovative<br />
contributions within the value-adding<br />
chain culminating in the automobile.<br />
year’s level. This is equivalent to 4.4<br />
percent of sales (up from €79.1 million<br />
or 4.5 percent). In all, in the Kolbenschmidt<br />
Pierburg Group almost 6 percent<br />
of the total workforce was entrusted<br />
with research and development<br />
tasks as of December 31, <strong>2001</strong>.<br />
production and proved successful.<br />
Various electronically controlled throttle<br />
bodies (drive-by-wire) and exhaust<br />
gas recirculating valves for gasoline<br />
and diesel engines on the European<br />
and North American market, valueoptimized<br />
oil and water pumps (for<br />
commercial vehicles, too) likewise<br />
came on stream.<br />
Value engineering teams are busy finetuning<br />
series products for improving<br />
the cost/revenue situation. In this way,<br />
potentials for current projects and<br />
rationalization approaches for succeeding<br />
product generations are worked<br />
out and implemented.<br />
Visual inspection of the<br />
piston shaft coating at the<br />
Neckarsulm plant<br />
24 25
Coating unit for<br />
high-duty plain bearings<br />
at the Papenburg plant<br />
In the Air Supply & Pumps division,<br />
€49.3 million was spent in fiscal<br />
<strong>2001</strong> for research & development<br />
activities, equivalent to 6.0 percent<br />
of sales.<br />
In the Pistons division, the share of<br />
pistons for passenger car diesel<br />
engines again climbed, a trend set<br />
to continue over the years ahead. To<br />
address this, R&D staff in <strong>2001</strong> developed<br />
solutions for high-duty diesel<br />
pistons in passenger car engines rated<br />
at 55 kW and more per liter displacement.<br />
For various European customers,<br />
pistons are currently being developed,<br />
with ratings partly clearly above today’s.<br />
So far, there has not been any breakthrough<br />
in the market for direct-injection<br />
gasoline engines, despite the very<br />
many development projects and some<br />
successful series launches in the past<br />
year. Kolbenschmidt Pierburg is well<br />
prepared for a partial substitution of<br />
conventional gasoline engines thanks<br />
to its new casting technology matured<br />
in the course of last year which enables<br />
a less costly production of the necessary<br />
complex surface geometry. Further<br />
projects in this sector are under development.<br />
In recent years, articulated pistons for<br />
commercial vehicles have been developed<br />
for various customers and are<br />
now being or about to be series-produced.<br />
We are already working on follow-up<br />
models for cylinder pressures<br />
of 250 bar or more. Steel pistons, also<br />
for diesel engine commercial vehicles,<br />
are being advanced according to plan.<br />
A similar engineering trend as for commercial<br />
vehicle engines is also evident<br />
in the case of large-displacement engine<br />
pistons. Continuously increasing<br />
cylinder pressures require even higherduty<br />
pistons and in answer to this,<br />
multipart steel pistons are being produced<br />
for several customers to take<br />
the place of the existing spherical casting/steel<br />
variety. Moreover, a onepiece<br />
steel piston is being developed<br />
for medium-diameter cylinders. The<br />
first of both designs were delivered to<br />
customers for field tests.<br />
The mounting wave of development<br />
projects and the growing complexity<br />
of the project themselves place high<br />
demands on the organization’s capabilities,<br />
its processes, process stages<br />
and structures. In order to dig deeper<br />
into the market and secure technological<br />
leadership, the KS OPUS project<br />
(Optimized Processes Up to Series<br />
production) is being advanced. KS<br />
OPUS’s aim of vastly raising innovation<br />
potentials and streamlining development<br />
processes was impressively<br />
achieved. The efficiency and effectiveness<br />
of such processes were clearly<br />
improved and it is planned to promote<br />
the KS OPUS project outside of Europe.<br />
In the Pistons division, expenses for<br />
research & development activities<br />
amounted to €19.9 million, or 3.5<br />
percent of sales.<br />
In <strong>2001</strong>, the focus of R&D activities in<br />
the Plain Bearings division was again<br />
materials development against the<br />
background of rising demands for<br />
environmentally compatible materials<br />
and the EU regulation regarding<br />
scrapped cars to take effect in 2004.<br />
In the case of steel/aluminum materials,<br />
development activities headed<br />
in two directions, on the one hand,<br />
focusing on use in the high-duty<br />
direct-injection diesels set for series<br />
production in 2002, the aim being to<br />
have the division grab a larger share<br />
in the growth of this engine breed.<br />
On the other hand, connecting-rod<br />
bearings are being developed which<br />
can be used on both direct-injection<br />
gasoline as well as diesel engines.<br />
In 2002, the first of these can go into<br />
series production.<br />
Efforts in the area of steel/plastic<br />
composites for the maintenance-free<br />
and low-maintenance Permaglide<br />
bearings product group are intended<br />
at further enhancing temperature resistance<br />
through material refinements<br />
and, at the same time, dispensing<br />
with lead. Apart from compliance with<br />
environmental requirements, this is<br />
one way to tap further applications.<br />
An engineering process for achieving<br />
self-sufficiency in the growing market<br />
of connecting-rod bearings used in<br />
direct-injection engines was a major<br />
development project within strategic<br />
product planning.<br />
The R&D expenses of Plain Bearings<br />
totaled €2.4 million in <strong>2001</strong>, equivalent<br />
to 1.6 percent of sales.<br />
27
28<br />
Management report on the Kolbenschmidt Pierburg Group<br />
Executive Board report<br />
The core competence of Aluminum<br />
Technology is the casting of engine<br />
blocks from aluminum according to<br />
various processes. Due to the ongoing<br />
substitution of gray cast iron by lightweight<br />
aluminum, the market is still<br />
growing. Given the continuously rising<br />
technical requirements and falling<br />
market prices, close and cooperative<br />
OEM teamwork and simultaneous<br />
engineering have proven themselves.<br />
The division’s development activities<br />
focus on process refinements, further<br />
and new developments of cylinder<br />
sleeve concepts, material developments<br />
including technologies for local<br />
material reinforcement and added<br />
downstream machining (vertical integration).<br />
The strategy of sharpening<br />
our profile over rivals through wideranging<br />
concepts and specific problem<br />
solutions over competitors is making<br />
good progress.<br />
Maintaining high quality standards<br />
while keeping manufacturing costs<br />
down calls for constant and reproducible<br />
processes. The division’s process<br />
development covers the entire production<br />
chain from the casting to the<br />
ready-to-ship product. Computer-aided<br />
simulation tools for mold filling and<br />
solidification are used in the development<br />
of new products right from the<br />
start. In fact, computer-aided process<br />
planning comprises the entire valueadding<br />
chain. Conventional engineering<br />
techniques are constantly being<br />
fine-tuned, too. The automatic monitoring<br />
and controlling of the casting<br />
process have become an integral<br />
element of production technology.<br />
New technical solutions concentrating<br />
on the central and critical element of<br />
the engine block, the cylinder sleeve,<br />
will continue to be the force driving<br />
new product concepts. The fact that the<br />
division has all the standard solutions,<br />
especially for gasoline engines, as<br />
well as concepts of its own, will enable<br />
it to stand out in the marketplace.<br />
Within this context, a megaproject for<br />
a new aluminum engine block to go<br />
into a strong-selling V6 engine was<br />
awarded by a German carmaker.<br />
The commencement of new projects,<br />
mainly in the low-pressure casting<br />
sector, was a focal point of product<br />
and process development. In recent<br />
years, more and more high-performance<br />
passenger car diesel engines<br />
have been using an aluminum engine<br />
block. In two ambitious projects, including<br />
a ten-cylinder V-engine, the<br />
preproduction phase was successfully<br />
completed. In <strong>2001</strong>, innovative<br />
ideas for engineering the cylinder<br />
sleeve were again explored.<br />
This division’s R&D expenses amounted<br />
to €5.0 million in the past fiscal<br />
year, 3.7 percent of sales.<br />
In fiscal <strong>2001</strong>, R&D activities by Motor-<br />
Engineering focused on the core areas<br />
of exhaust gas measuring units, flowmeters,<br />
and measuring equipment for<br />
workshops.<br />
In the measurement of exhaust gases,<br />
product generation 4000 made further<br />
advances. The same applies to the<br />
CVS 4000 exhaust gas dilution system,<br />
the particle collector, and the minidiluter.<br />
A new automated CHD 4000<br />
dynamometer saw development startup.<br />
These efforts continued against<br />
the background of employing only the<br />
latest technologies to achieve the<br />
prescribed cost reduction targets.<br />
The expected series production of gasoline<br />
engine high-pressure injection<br />
systems (GDI) in Europe and the USA<br />
was shelved beyond the year <strong>2001</strong><br />
and hence resulted in a postponement<br />
for Pierburg Instruments Inc. in the USA<br />
in the use of precision flowmeters for<br />
high-pressure applications. In 2002,<br />
the product range is being rounded<br />
off with a system metering the intake<br />
air of I.C. engines in order to meet<br />
customer demands for single-source<br />
measuring units.<br />
The measuring equipment for workshops<br />
unit pushed ahead with a PCaided<br />
version of the diesel opacimeter<br />
for measuring diesel exhaust gases.<br />
Work continued on an intelligent<br />
interface for communicating with<br />
automotive control units. The basis<br />
for this are the expected EOBD regulations<br />
(European On-Board Diagnosis)<br />
as well as the alternative exhaust gas<br />
inspection methods of a well-known<br />
German carmaker. Work on a new<br />
monochrome graphics adapter for<br />
gas testers was also completed, as<br />
was the origination of software for<br />
bidirectional data communication<br />
between gas tester and computer.<br />
MotorEngineering spent €3.2 million<br />
on R&D activities, equivalent to 8.4<br />
percent of sales.<br />
Final inspection at the<br />
solenoid assembly line<br />
at the Neuss plant
Production line for<br />
car engine bearings shells<br />
at the Papenburg plant<br />
Risks of future development<br />
(risk report)<br />
Doing business inevitably entails risks<br />
and rewards. At Kolbenschmidt Pierburg,<br />
business opportunities are<br />
seized and risks only accepted when<br />
these are considered in all likelihood<br />
to be controllable and conducive to<br />
the economic success of the Group.<br />
Given this, risk management is an<br />
essential element of the processes<br />
and decisions within our group.<br />
General economic and industry<br />
sector risks<br />
Kolbenschmidt Pierburg <strong>AG</strong> and its<br />
subsidiaries develop and manufacture<br />
components, modules and systems<br />
for the international automotive industry<br />
and hence, the Group and its<br />
subsidiaries are in their future business<br />
development largely dependent on<br />
how the automotive climate develops<br />
worldwide.<br />
The year <strong>2001</strong> was a period in which<br />
the world's automotive industry was<br />
battered by a recession unforeseeable<br />
to this extent a year ago, and by the<br />
terrorist attacks on the World Trade<br />
Center in New York, and on the Pentagon,<br />
Washington, on September 11,<br />
<strong>2001</strong>. The reverberations will in all<br />
likelihood be felt until far into the<br />
current fiscal year 2002. According<br />
to forecasts by market research organizations<br />
and industry associations,<br />
2002 will generally see declining production<br />
and shipments in the three<br />
most important automotive markets<br />
of North America, Japan, and Western<br />
Europe. Particularly lackluster are the<br />
prospects in the USA. Ever since the<br />
aftermath of the terrorist attacks, the<br />
US manufacturers have been launching<br />
zero-interest car financing programs.<br />
This may have triggered demand but<br />
The instruments for the identification,<br />
analysis, control and monitoring of<br />
risks as part of the risk management<br />
system are defined groupwide.<br />
Embedded in the annual strategic and<br />
operative plans and accompanied by<br />
monthly controlling reviews, risk reports<br />
and meetings of the Risk Committee,<br />
these risk management instruments<br />
ensure that any potential risks<br />
are identified in good time. In this way,<br />
any necessary remedial action can be<br />
initiated early on at the individual<br />
companies, divisions, or at a Group<br />
level. Moreover, whenever a defined<br />
ceiling is exceeded, the Supervisory<br />
Board is alerted.<br />
the consequence is that new cars initially<br />
planned for 2002 were bought<br />
in <strong>2001</strong> in some instances. The decline<br />
in Western Europe and Japan will<br />
probably not be so severe as in North<br />
America.<br />
Some of our US customers have to<br />
contend with financial problems and<br />
the same applies to major rival suppliers<br />
to the auto industry. Although<br />
the Kolbenschmidt Pierburg Group<br />
may in some instances benefit from<br />
competitor weakness, itself it is exposed<br />
to risk through the financial<br />
problems of some customers. This is<br />
reflected in reduced call-offs and fewer<br />
orders placed with the Kolbenschmidt<br />
Pierburg <strong>AG</strong> subsidiaries.<br />
The impact of individual markets on the<br />
economic situation of Kolbenschmidt<br />
Pierburg is abated by the Group’s<br />
measured globalization from an<br />
economic point of view. Additionally,<br />
downsizing measures already launched<br />
the year before in the United States,<br />
including programs for restructuring<br />
and improved integration at individual<br />
subsidiaries, are being hastened. At<br />
the start of the new fiscal year, Kolbenschmidt<br />
Pierburg <strong>AG</strong> decided to shut<br />
down a part of the Ft. Wayne, Indiana,<br />
plant at the turn of 2002/2003, in order<br />
to accelerate the return to profit-<br />
Verifying the risk management system<br />
for workability is among the functions<br />
of the statutory auditors (elected by<br />
the stockholders’ meeting) during<br />
their annual audit.<br />
The potential risks to which the Kolbenschmidt<br />
Pierburg Group is exposed<br />
subdivide into general economic, industry<br />
sector, performance, financial<br />
as well as legal risks.<br />
ability of the division’s US subsidiaries.<br />
A consequence is that this plant at<br />
Ft. Wayne will only be used for mass<br />
production, the idled machines being<br />
largely employed elsewhere by other<br />
Group companies.<br />
In the wake of the industry’s woes,<br />
customers have stepped up their pressure<br />
to obtain further price reductions.<br />
This risk is contained by the creation<br />
of additional product and process<br />
innovations to generate broader<br />
price/cost latitude and the realization<br />
of product and process innovations<br />
as well as the enactment of continuous<br />
improvement processes and the enforcement<br />
of strict cost management.<br />
In the <strong>2001</strong> annual accounts, the accrual<br />
for impending losses on uncompleted<br />
contracts adequately provides<br />
for any losses related to individual<br />
products.<br />
The current collective agreements<br />
between the employer federations<br />
and the German Metalworkers’ Union<br />
expired February 28, 2002. At the end<br />
of January, the Metalworkers’ Union<br />
was demanding pay increases of 6.5<br />
percent, which met with wide criticism.<br />
Consensus will prove difficult and<br />
industrial action at some of the<br />
Group’s German locations cannot be<br />
ruled out.<br />
31
32<br />
Management report on the Kolbenschmidt Pierburg Group<br />
Executive Board report<br />
Performance risks<br />
Kolbenschmidt Pierburg intends to<br />
continue to outpace the international<br />
automotive industry by generating<br />
better-than-average growth rates.<br />
The steep organic growth budgeted in<br />
Financial risks<br />
Due to the international nature of the<br />
Kolbenschmidt Pierburg Group’s business,<br />
certain currency and interest<br />
rate risks may arise which are profiled<br />
centrally by Kolbenschmidt Pierburg<br />
<strong>AG</strong>'s Treasury and hedged by means<br />
of currency futures and forwards, as<br />
well as caps wherever possible. It is a<br />
fact that the progressing globalization<br />
of procurement, production and financing<br />
will gradually curb the effect of<br />
parities, especially between the dollar<br />
Legal risks<br />
Sufficient insurance contracts have<br />
been taken out to adequately cover<br />
risks from loss or damage by natural<br />
forces and the resulting business interruption,<br />
as well as warranty, product<br />
liability, and callback risks. The existing<br />
insurance cover is regularly reviewed<br />
for adequacy and, where necessary,<br />
adapted. At the same time,<br />
ongoing projects for process reliability<br />
as well as extensive quality assurance<br />
programs aim at avoiding the occurrence<br />
of such risks. In the <strong>2001</strong> balance<br />
sheet, adequate accruals provide for<br />
such risks where covered not at all or<br />
not fully (deductible loss).<br />
the sales plans for fiscal 2002 calls<br />
for a large number of complex and<br />
technologically advanced new-product<br />
start-ups which because of their<br />
number, extent and in some instances<br />
the limited availability of skilled labor,<br />
inherently involve risks. A comprehen-<br />
and the euro, on the financial result.<br />
Because of the nature and mix of our<br />
customers, credit risks are very low.<br />
The auto assemblers will continue to<br />
download value-adding and engineering<br />
development functions to the industry<br />
vendors. This, in turn, premises<br />
the considerable financial resources<br />
required by the vendors if they are to<br />
prefinance their R&D and fund the<br />
cost input caused by the necessary<br />
additions to tangible assets. Any<br />
investment resources deployed by<br />
A certain tax risk emanates from<br />
unexercised option rights under the<br />
warrant bond issue floated by Kolbenschmidt<br />
<strong>AG</strong>. However, Kolbenschmidt<br />
Pierburg <strong>AG</strong> assumes, supported by<br />
the prevailing view of tax law pundits<br />
and in jurisprudence publications,<br />
that bond redemption is unlikely to<br />
entail any tax burden; however, the<br />
final judgment in a comparable case<br />
has not yet been passed.<br />
Moreover, certain risks exist from proceedings<br />
pending before the court of<br />
competent jurisdiction which have<br />
been instituted by 10 stockholders for<br />
review of the share exchange ratio<br />
under the merger of Kolbenschmidt<br />
Pierburg (Rheinmetall shareholdings),<br />
as well as for additional cash compensation.<br />
Kolbenschmidt Pierburg con-<br />
sive project management scheme is<br />
being applied through all the phases,<br />
from conceptualization, invitation to<br />
bid through to series start-up and<br />
mass production to ensure that these<br />
new products translate into profitable<br />
growth.<br />
any of the Kolbenschmidt Pierburg<br />
Group’s divisions are therefore subject<br />
to a particularly strict scrutiny in terms<br />
of efficiency both during the budgeting<br />
and PIA approval stages in order thus<br />
to relieve cash flows. In view of the<br />
gloomy economic prospects, further<br />
possibilities of cutting back on capital<br />
expenditure are presently being explored.<br />
tinues to believe in the underlying<br />
share exchange ratio fairly reflecting<br />
corporate value relations and that<br />
therefore the proceedings still underway<br />
represent only a slight risk. An<br />
additional provision in 1999 still allows<br />
for the fees and charges associated<br />
with such court proceedings.<br />
From today’s vantage point, potentially<br />
ruinous material risks do not exist for<br />
Kolbenschmidt Pierburg <strong>AG</strong> or its divisions,<br />
nor do any other risks that might<br />
have a long-term significant adverse<br />
effect on either the Company’s or the<br />
Group’s net assets, financial position<br />
or results of operations.<br />
Final inspection of the steplessly<br />
variable intake manifold on the<br />
BMW V8 at the Nettetal plant
Final assembly of the variable<br />
intake manifold on the GM V6<br />
at the Nettetal plant<br />
Prospects<br />
At the start of 2002, production and<br />
car sales were somewhat down in the<br />
global automotive industry. In the<br />
United States and following the financial<br />
incentives of the final quarter of<br />
<strong>2001</strong>, fewer vehicles were sold than a<br />
year ago. In Western Europe, the first<br />
two months of the current year failed<br />
to match the year-earlier production<br />
and sales figures.<br />
There is still vast uncertainty regarding<br />
what lies ahead in 2002. So far, the<br />
markets have not collapsed as feared.<br />
In all, we expect production figures in<br />
2002 to show a worldwide decline,<br />
most steeply probably in the United<br />
States, whereas Europe and, especially,<br />
Germany will only suffer slight losses.<br />
As to the remaining markets important<br />
to Kolbenschmidt Pierburg such as<br />
Brazil and China, we expect 2002 to<br />
show growth.<br />
In terms of units sold, the heavy-duty<br />
vehicles have suffered much more<br />
than the light-duty. Among the lightduty,<br />
it is the cars that are least affected<br />
by the shrinkage.<br />
Kolbenschmidt Pierburg managed to<br />
contain its sales decrease in the first<br />
two months of 2002 to less than 1 percent,<br />
this being solely due to the deconsolidation<br />
of the MotorEngineering<br />
division, which this year is no longer<br />
providing the Group with sales revenues.<br />
Despite the further contraction<br />
in the United States, the OEM markets<br />
of Air Supply & Pumps, Pistons, Plain<br />
Bearings, and Aluminum Technology<br />
all showed marginal sales rises.<br />
On the basis of orders and products<br />
already placed or scheduled by our<br />
customers for the months ahead, we<br />
expect sales for the first half of 2002<br />
to approximate the magnitude of the<br />
previous year. For the year as a whole,<br />
we expect, and contrary to market<br />
trends, to show a slight uptrend versus<br />
the <strong>2001</strong> level thanks to gains through<br />
soon-to-be-launched products.<br />
Once again, Kolbenschmidt Pierburg<br />
will achieve this sales growth in 2002<br />
through extensive investments in R&D<br />
and additions to tangible assets.<br />
Nevertheless and in view of stalling<br />
business, special attention will be<br />
paid to the cost efficiency of such<br />
investments in 2002.<br />
Our top priority in 2002 is to maintain<br />
and enhance our own organic profitability.<br />
This is a target we have set<br />
ourselves in particular in view of the<br />
lackluster market expected in 2002.<br />
And this is why restructuring programs,<br />
substantial productivity enhancements<br />
and process improvements, in particular<br />
with new-product start-ups, will<br />
have to largely compensate for<br />
increasing costs and heavier price<br />
pressure. For 2002 and assuming<br />
only slight increases in sales, the<br />
Kolbenschmidt Pierburg Group is<br />
targeting earnings of the magnitude<br />
of the previous period.<br />
Production figures<br />
declining worldwide<br />
in 2002<br />
Same earnings<br />
level envisaged<br />
35
36<br />
Management report on the Kolbenschmidt Pierburg Group<br />
The divisions<br />
Air Supply & Pumps<br />
Air Supply & Pumps is our division that<br />
develops, manufactures, and markets<br />
systems and components for use in the<br />
series production of autos. Air supply,<br />
emission reduction, fuel supply, and<br />
pumps are the subdivisions. As the<br />
parent of Air Supply & Pumps, Pierburg<br />
<strong>AG</strong> controls all shareholdings in the<br />
division’s companies.<br />
Changes to the<br />
business portfolio<br />
As of April 1, <strong>2001</strong>, Pierburg <strong>AG</strong> founded<br />
together with Shanghai Automotive<br />
Industry Company Ltd. (SAIC) the<br />
joint venture Kolbenschmidt Pierburg<br />
Shanghai Nonferrous Components Co.<br />
Ltd. (KPSNC) in Shanghai. Pierburg <strong>AG</strong>’s<br />
stake amounts to 50 percent. The venture<br />
makes it possible for Air Supply<br />
& Pumps to access the strategically<br />
important Chinese automotive market.<br />
At the same time it is an excellent platform<br />
to further widen sales opportunities.<br />
The joint venture develops, manufactures<br />
and markets intake manifolds,<br />
cylinder heads, and steering gear<br />
components. Moreover, it aims at<br />
extending the range to complete firsttier<br />
oil and water pump assemblies.<br />
Air Supply & Pumps 2000 <strong>2001</strong><br />
€million €million<br />
Net sales 770.4 819.8<br />
EBIT 16.8 24.8<br />
EBT 7.2 12.3<br />
Net income 7.3 14.1<br />
Capital expenditures 75.4 80.4<br />
Headcount at Dec. 31 4,109 4,010<br />
As of December 31, <strong>2001</strong>/January 1,<br />
2002, AVL Holding GmbH in Graz,<br />
Austria, was merged into Pierburg<br />
Instruments GmbH (previously wholly<br />
owned by Pierburg <strong>AG</strong>) by capital increase.<br />
AVL now holds a majority stake<br />
in the joint venture and will take over<br />
management control. Pierburg Instruments<br />
GmbH’s stake in Pierburg Instruments<br />
Inc., Auburn Hills, USA,<br />
was completely sold to AVL Michigan<br />
Holding Inc., Plymouth, USA, as of<br />
January 1, <strong>2001</strong>.<br />
In fiscal <strong>2001</strong> and at €819.8 million,<br />
sales by Air Supply & Pumps were<br />
€49.4 million above the previous<br />
year’s level of €770.4 million (up<br />
6.4 percent), the main reason for the<br />
sales increases being the mounting<br />
wave of diesel vehicles in a high-volume,<br />
yet stalling Western European<br />
car market.<br />
Sales gains due to<br />
rising share of dieselengine<br />
passenger cars<br />
At Pierburg <strong>AG</strong>, sales amounted to<br />
€470.1 million in <strong>2001</strong>. Hence, the<br />
previous year’s €465.6 million inched<br />
up 1 percent. Sales advances in solenoid<br />
valves, exhaust gas recirculating<br />
valves, electric throttle bodies, and<br />
electric auxiliary water pumps as well<br />
as oil and vacuum pumps outcompensated<br />
the budgeted declines in intake<br />
manifolds and intake manifold modules<br />
as well as electric fuel pumps.<br />
All the division’s companies managed<br />
to boost sales over the previous year.<br />
Carbureibar S.A., Spain, up 19.9 percent<br />
or €19.8 million, Pierburg Inc.,<br />
USA, up 45.0 percent or €13.5 million<br />
and Pierburg S.a.r.l., France, up 12.0<br />
percent or €11.8 million, generated<br />
better-than-average sales, whereas<br />
Pierburg S.p.A., Italy, up 0.1 percent<br />
or €0.2 million, gained only slightly.<br />
In the air supply unit, the sales increase<br />
by €36.7 million (7.9 percent)<br />
was mainly attributable to the throttle<br />
body, exhaust gas recirculating valve<br />
and solenoid valve product groups,<br />
these having benefited from the<br />
launch of new product families, the<br />
high proportion of diesel engines and<br />
re-tightened exhaust gas regulations.<br />
Intake module sales fell over the previous<br />
year, chiefly due to the receding<br />
shipments for a megaproject. Secondary<br />
air systems sales continued at the<br />
year-earlier level.<br />
Fuel pump assembly line<br />
at the Neuss plant
Assembly of the steplessly<br />
variable intake manifold on the<br />
BMW V8 at the Nettetal plant<br />
The divisions<br />
Air Supply & Pumps<br />
Pump sales climbed €12.7 million to<br />
€321.0 million (up 4.1 percent). The<br />
oil pump, water pump and vacuum<br />
pump groups had a good year. Fuel<br />
pump sales shrank as a consequence<br />
of a strategy of concentrating on<br />
sophisticated and profitable types of<br />
pump.<br />
Earnings up<br />
In fiscal <strong>2001</strong>, earnings at Air Supply<br />
& Pumps rose. EBT was boosted by<br />
€5.1 million to €12.3 million, ROS<br />
climbed from 0.9 to 1.5 percent.<br />
In the year under review, Pierburg <strong>AG</strong><br />
posted an EBT gain of €5.3 million to<br />
€9.0 million due to earnings improvement<br />
from restructuring measures at<br />
the Nettetal and Berlin locations as<br />
well as extensive product-related<br />
rationalization efforts. The OEMs’ ongoing<br />
price squeeze eroded earnings.<br />
Moreover, start-up losses for new<br />
products likewise took a toll on EBT.<br />
The return on sales was upped 1.9<br />
percent (from 0.8 percent).<br />
The division’s non-German companies<br />
showed a mixed performance.<br />
Carbureibar S.A., Spain, had a good<br />
year, the company again improving<br />
EBT over the previous period, and<br />
hence largely contributing to the<br />
division’s earnings, despite a slightly<br />
poorer sales mix and several start-ups.<br />
Pierburg Inc., USA, managed to upgrade<br />
its performance over the prior<br />
year, basically due to strong sales<br />
gains while failing to break even because<br />
of heavy start-up costs for new<br />
projects and unbudgeted special<br />
freight charges. At Pierburg S.à.r.l.,<br />
France, productivity advancements<br />
and climbing sales raised EBT. In all,<br />
EBT was well in the black. Restructuring<br />
expenditures from the takeover<br />
of pump operations at Magneti Marelli<br />
as well as declining sales from former<br />
businesses at Pierburg S.p.A., Italy,<br />
squeezed earnings to a degree only<br />
partly compensated by productivity<br />
enhancements. EBT was negative.<br />
Another improvement<br />
in financial indicators<br />
The financial strength of the Air Supply<br />
& Pumps division was continuously<br />
built up in <strong>2001</strong>, the period’s gross<br />
cash flow reaching €83.0 million.<br />
The capital expenditures of €80.4<br />
million incurred in <strong>2001</strong> were thus<br />
fully funded by the gross cash flow. In<br />
comparison to the year before, total<br />
assets crept down by an insignificant<br />
€0.3 million to €554.8 million.<br />
Accounting equity diminished by<br />
€9.4 million to €143.7 million, slimming<br />
the equity ratio from 27.6 percent<br />
at December 31, 2000, to 25.9 at the<br />
close of <strong>2001</strong>.<br />
Prospects<br />
Despite the clouded climate in the<br />
automotive markets of Western Europe<br />
and North America, Pierburg <strong>AG</strong> and<br />
Air Supply & Pumps expect 2002<br />
sales to top the previous year’s level.<br />
Momentum will be delivered by the<br />
numerous start-ups of the year <strong>2001</strong>,<br />
for the first time having a full-period<br />
impact and hence leading to sharp<br />
sales rises, mainly for the intake manifold,<br />
throttle body, vacuum pump and<br />
water pump product groups.<br />
For 2002, earnings are generally<br />
expected to improve at Pierburg <strong>AG</strong><br />
and Air Supply & Pumps due to the<br />
<strong>2001</strong> cost input and lower burdens<br />
from production start-ups.<br />
39
40<br />
Management report on the Kolbenschmidt Pierburg Group<br />
The divisions<br />
Pistons<br />
The Pistons division develops, manufactures<br />
and distributes pistons for<br />
I.C. engines and piston compressors.<br />
The product range stretches from<br />
pistons for heavy-duty machines via<br />
pistons for all kinds of applications in<br />
passenger cars and trucks to pistons<br />
for ships and stationary applications.<br />
These pistons, which have a wide<br />
variety of uses, measure between 20<br />
and 640 mm in diameter, and are made<br />
from aluminum, spherical castings and<br />
steel or a mixture of these materials.<br />
For a long time now, all the notable<br />
engine manufacturers have counted<br />
among our customers. KS Kolbenschmidt<br />
GmbH is the division’s parent.<br />
Sales drop<br />
due to burdens<br />
in US business<br />
In the past fiscal year, total sales of<br />
the Pistons division amounted to<br />
€571.5 million, equivalent to a drop<br />
of €35.0 million or 5.8 percent. The<br />
division’s performance was highly<br />
influenced by the North American automotive<br />
economy, not only affecting<br />
the indigenous operations but also<br />
infecting the Brazilian subsidiary.<br />
With a 3.2-percent gain, KS Kolbenschmidt<br />
<strong>AG</strong>’s sales amounted to<br />
€250.0 million, thus above the Western<br />
European market for passenger<br />
cars. Revenues generated from our<br />
own production, especially of largebore<br />
pistons, rose sharply, these<br />
however partly being negated due to<br />
Pistons 2000 <strong>2001</strong><br />
€million €million<br />
Net sales 606.5 571.5<br />
EBIT 32.8 40.1<br />
EBT 14.0 20.2<br />
Net income 1.3 9.3<br />
Capital expenditures 65.0 57.7<br />
Headcount at Dec. 31 5,618 5,416<br />
expectedly reduced merchandise<br />
sales as well as idle capacity in the<br />
second half of the year at one location.<br />
Within the small-bore pistons product<br />
group, sales of pistons for diesel<br />
engines (passenger cars) were clearly<br />
lifted, however at the expense of the<br />
gasoline engine (passenger cars) and<br />
commercial vehicle varieties, this<br />
matching the general market trend.<br />
At the European subsidiaries, Société<br />
Mosellane de Pistons S. A., Thionville,<br />
mainly active on the French market,<br />
managed to stabilize its sales of<br />
€59.8 million at the high prior-year<br />
level. The French carmakers’ strong<br />
demand for diesel pistons balanced<br />
any declines in gasoline engine<br />
business. In fiscal <strong>2001</strong> and at €26.8<br />
million, the Czech company Metal a.s.,<br />
Ústí, slightly topped the previous<br />
year’s sharp gain to €26.4 million.<br />
A number of start-up postponements<br />
prevented further growth.<br />
The North American market, the<br />
world’s biggest, was for the Pistons<br />
division in <strong>2001</strong> a period of severe<br />
sales problems. After €240.5 million<br />
in the previous year, in <strong>2001</strong> sales of<br />
only €208.9 million were generated,<br />
the changed euro-dollar parity abating<br />
the loss slightly. Apart from the general<br />
market trend, as for instance, the<br />
weakness of the US manufacturers<br />
and the soft demand for commercial<br />
vehicles, there were also internal<br />
causes such as the phase-out of projects<br />
and the loss of a parts distributor,<br />
both factors sharing in this decline.<br />
Affected are the two large companies<br />
active on the US market. After €118.7<br />
million in 2000, Karl Schmidt Unisia<br />
Inc., Marinette, Wisconsin, generated<br />
sales in <strong>2001</strong> of €95.7 million, and<br />
KUS Zollner Division Inc., Fort Wayne,<br />
Indiana, contributed €90,7 million<br />
(down from €107.3 million) to the<br />
total. With sales of €15.3 million in<br />
<strong>2001</strong>, the Canadian production company<br />
KUS Zollner Canada Ltd.,<br />
Leamington, Ontario, on the other<br />
hand, surpassed the previous year’s<br />
€9,7 million.<br />
After a steep sales surge to €102.5<br />
million in the previous year, the Brazilian<br />
subsidiary KS Pistões Ltda.,<br />
Nova Odessa, had to contend with a<br />
decline to €93.5 million in <strong>2001</strong>.<br />
Good domestic market sales failed<br />
to compensate for lower exports to<br />
North America and Western Europe.<br />
Previous year’s earnings<br />
clearly surpassed<br />
For fiscal <strong>2001</strong>, Pistons achieved an<br />
EBT of €20.2 million, hence exceeding<br />
the previous year’s €14.0 million. ROS<br />
climbed to 3.5 percent.<br />
3-D blank checking<br />
at the Neckarsulm plant
Alfinizing of diesel piston ring<br />
mounts at the Neckarsulm plant<br />
The divisions<br />
Pistons<br />
For <strong>2001</strong>, KS Kolbenschmidt GmbH’s<br />
EBT amounted to a negative €43.0<br />
million, compared to an equally negative<br />
€1.7 million the year before. The<br />
loss was exclusively caused by the<br />
write-down of the stake held in KS<br />
International Investment Corp., the<br />
intermediate holding company for the<br />
activities of Pistons and Plain Bearings<br />
in the USA and Canada. Apart from the<br />
strained earnings situation, especially<br />
at KS Bearings Inc., Greensburg, and<br />
KUS Zollner Division Inc., Fort Wayne,<br />
extensive restructuring expenses<br />
incurred for the realignment of both<br />
companies, also contributed to this<br />
loss. The previous year, too, had been<br />
burdened by write-down, albeit clearly<br />
below the <strong>2001</strong> level. This write-down<br />
did not, however, impact on the division’s<br />
bottom line. The good prior-year<br />
operating result at KS Kolbenschmidt<br />
GmbH was maintained. Under the P&L<br />
transfer agreement with, the (HGBbased)<br />
net loss of €46.5 million of KS<br />
Kolbenschmidt GmbH was absorbed<br />
by, Kolbenschmidt Pierburg <strong>AG</strong>.<br />
All the European and South American<br />
subsidiaries generated a positive EBT<br />
in the period under review. Meriting<br />
special mention is the Brazilian KS<br />
Pistões, which generated a rising profit<br />
thanks to changed parities and productivity<br />
improvements. Again, the French<br />
as well as the Czech subsidiaries<br />
turned in slightly improved profits at<br />
a stable sales level. The American Karl<br />
Schmidt Unisia Inc., Marinette, had to<br />
face a sharp drop in earnings chiefly<br />
due to sales reasons. At KUS Zollner<br />
Division Inc., Fort Wayne, falling sales<br />
and a worsening product mix in connection<br />
with cost burdens from restructuring<br />
work and rising expenses for<br />
health insurance and retirement were<br />
not offset by productivity improvement<br />
measures. For the company, this led<br />
to a clear loss. Zollner Canada Ltd.,<br />
Leamington, on the other hand, again<br />
delivered an encouraging performance.<br />
At the Chinese joint venture Kolbenschmidt<br />
Shanghai Piston Co. Ltd. in<br />
which KS Kolbenschmidt GmbH holds<br />
a 35-percent stake and which is included<br />
at equity in the division’s segment<br />
accounts, sales were slightly<br />
bettered over the previous year, and<br />
the venture again closed the period<br />
well in the black.<br />
Capital expenditures<br />
below the previous<br />
year’s level<br />
In fiscal <strong>2001</strong>, capital outlays by<br />
Pistons amounted to €57.7 million,<br />
hence €7.3 million below the prior<br />
year. The division’s gross cash flow<br />
amounted to €56.2 million in <strong>2001</strong>,<br />
almost enough to fully fund the capital<br />
investments made.<br />
The total assets of €491.2 million<br />
reported by the division included<br />
equity of €154.0 million, equivalent<br />
to an equity ratio of 31.4 percent, a<br />
leap from the prior year’s 9.7 percent<br />
mainly attributable to two factors:<br />
Kolbenschmidt Pierburg <strong>AG</strong> increased<br />
the additional paid-in capital by<br />
€56.6 million and absorbed the net<br />
loss.<br />
Stable development<br />
in 2002<br />
Against the background of a presumably<br />
slight global decline in the automotive<br />
market in 2002, for Pistons we<br />
predict an almost stable sales situation.<br />
At KS Kolbenschmidt GmbH, and<br />
especially at the North American companies,<br />
planned project start-ups are<br />
expected to stimulate sales.<br />
From today’s vantage point, the aim<br />
of the Pistons division is to avoid as<br />
much as possible any negative impact<br />
on profitability due to the–from today’s<br />
vantage point–difficult environment<br />
of 2002. Apart from the management<br />
of numerous product start-ups, another<br />
essential factor will be to boost performance<br />
at the Fort Wayne location.<br />
43
44<br />
Management report on the Kolbenschmidt Pierburg Group<br />
The divisions<br />
Plain Bearings<br />
This division’s business concentrates<br />
on the development, manufacture and<br />
marketing of metal bearings for engine<br />
and other applications, as well as<br />
maintenance-free dry bearings for the<br />
automotive and mechanical engineering<br />
sectors. Moreover, copper-based<br />
continuous castings (tubes, bars, profiles)<br />
are also produced. KS Gleitlager<br />
GmbH is the division’s parent company.<br />
Sales raised further<br />
In the past fiscal year, the division’s<br />
sales volume was stepped up from<br />
the already high 2000 level by 3.2<br />
percent to €153.2 million. KS Gleitlager<br />
GmbH clearly increased sales,<br />
by 9.2 percent to €135.1 million<br />
(year-on-year). On account of the full<br />
start-up of customer projects in the<br />
engine bearings sector, incremental<br />
sales of around €5.5 million were<br />
achieved. With the division’s high-duty<br />
plain bearings (sputter technology),<br />
further shares were acquired in the<br />
market for direct-injection diesel<br />
engines.<br />
Plain Bearings 2000 <strong>2001</strong><br />
€million €million<br />
Net sales 148.4 153.2<br />
EBIT 6.8 17.7<br />
EBT 4.5 15.1<br />
Net income 1.9 6.0<br />
Capital expenditures 11.9 12.7<br />
Headcount at Dec. 31 1,094 1,045<br />
The Permaglide product group contributed<br />
to the sales increase through<br />
new automotive applications as well<br />
as through higher market shares.<br />
The mechanical engineering market,<br />
crucial for the rising volume of continuous<br />
castings business, was stable,<br />
sales here advancing by around €2.2<br />
million over the year before.<br />
In fiscal <strong>2001</strong>, KS Bearings Inc., USA,<br />
generated sales revenues of €26.1<br />
million, hence not re-achieving the<br />
prior year’s €31.2 million. The sharp<br />
economic downturn in the USA, especially<br />
in the heavy-duty sector with<br />
much reduced orders over 2000, is<br />
mainly responsible.<br />
The South American KS Bronzinas<br />
Ltda., Brazil, boosted sales in fiscal<br />
<strong>2001</strong> from €1.8 million to €2.1 million<br />
thanks to new customer projects and<br />
intensified export activity.<br />
Electroplating shop for<br />
trimaterial bearings<br />
at the Papenburg plant
46<br />
Lagebericht und Konzernlagebericht<br />
Checking the light-metal bushings<br />
for shape and dimensions<br />
at the Papenburg plant<br />
The divisions<br />
Plain Bearings<br />
In fiscal <strong>2001</strong>, the division’s EBT<br />
soared from €4.5 to €15.1 million,<br />
thus returning 9.9 percent on sales.<br />
At KS Gleitlager GmbH, the significantly<br />
improved earnings were ascribable to<br />
the metallic plain bearings product<br />
group. The pretax loss at KS Bearings<br />
Inc., USA, worsened over the previous<br />
year. Apart from the sales decrease<br />
this was attributable to expenses for<br />
a partial shutdown and relocation under<br />
the approved and already initiated<br />
restructuring program. KS Bronzinas<br />
Ltda., Brazil, upgraded its EBT over<br />
the previous year as a result of higher<br />
sales.<br />
Improved earnings<br />
In the past fiscal year, the division<br />
generated a gross cash flow of €16.0<br />
million. The total investment volume of<br />
€12.7 million was thus fully financed<br />
from the annual cash flow. As of yearend<br />
<strong>2001</strong>, Plain Bearings showed<br />
sound capital ratios. With total assets<br />
of €77.7 million, the division’s equity<br />
came to €16.9 million, equivalent to<br />
an equity ratio of 21.8 percent.<br />
For KS Gleitlager GmbH, we presently<br />
expect ongoing good business with<br />
sales inching up for all product groups<br />
and markets in Europe. With the commissioning<br />
of another coating line for<br />
high-duty plain bearings, the division’s<br />
own production in Papenburg is being<br />
extended in order to meet mounting<br />
market demands.<br />
Despite fiercer competition and the<br />
sustained pressure on margins, KS<br />
Gleitlager GmbH is targeting an EBT<br />
level above that of fiscal <strong>2001</strong> due to<br />
its product innovations and productivity<br />
enhancements.<br />
At the American subsidiary KS Bearings<br />
Inc., the shutdown and partial<br />
relocation project is top on the agenda<br />
in 2002. Following the discontinuation<br />
of some nonprofitable product groups<br />
in <strong>2001</strong>, the entire parts manufacture<br />
at Greensburg is being relocated to<br />
the new site at Fountain Inn, South<br />
Carolina, and Papenburg. This project,<br />
which is designed to re-achieve profitability,<br />
is scheduled for completion<br />
mid-2002.<br />
With sales up, the Brazilian subsidiary<br />
KS Bronzinas Ltda. expects to again<br />
deliver a profit.<br />
In 2002 as a whole, the division aims<br />
at higher segment earnings than in<br />
fiscal <strong>2001</strong>.<br />
47
48<br />
Management report on the Kolbenschmidt Pierburg Group<br />
The divisions<br />
Aluminum Technology<br />
Aluminum Technology subsumes the<br />
Kolbenschmidt Pierburg Group’s manufacture<br />
of cylinder crankcases (engine<br />
blocks) from aluminum and aluminumsilicon<br />
alloys. Pressure, low-pressure<br />
and squeeze casting processes are<br />
all applied. Through the planned collaboration<br />
with a partner, the division<br />
hopes to access the module manufacturing<br />
market–downstream machining<br />
and part assembly of engine blocks.<br />
The necessary costs were already inputted<br />
in <strong>2001</strong>.<br />
Sales clearly raised<br />
Due to its specific product range, the<br />
division managed in <strong>2001</strong> to generate<br />
a net sales gain of €19.6 million to<br />
€135.8 million, mainly at the parent<br />
company KS Aluminium-Technologie<br />
<strong>AG</strong>. The addition of a total €20.9<br />
million at this company is made up of<br />
Aluminum Technology 2000 <strong>2001</strong><br />
€million €million<br />
Net sales 116.2 135.8<br />
EBIT (1.7) 0.7<br />
EBT (5.2) (3.6)<br />
Net income/(net loss) (4.4) (3.1)<br />
Capital expenditures 16.4 21.2<br />
Headcount at Dec. 31 689 772<br />
higher series production sales (up<br />
€7.9 million) and a steep increase in<br />
development and tooling revenues<br />
(up €13.0 million). The rise in seriesproduction<br />
business was ascribable<br />
to higher shipments by our customers<br />
in the large-displacement engine sector,<br />
the start-up of new engine generations<br />
and a slight improvement in<br />
market shares. The again rising development<br />
and tooling sales over the<br />
high prior-year level reflect the division’s<br />
intense activities in preparing<br />
new products.<br />
Visual inspection of a<br />
BMW V8 engine block<br />
at the Neckarsulm plant
Testing an engine block<br />
for leakage at the<br />
Neckarsulm plant<br />
The divisions<br />
Aluminum Technology<br />
Less loss Further earnings<br />
In <strong>2001</strong> and at a negative €3.6 million,<br />
EBT at Aluminum Technology improved<br />
over the previous year's pretax loss of<br />
€5.2 million, as did the negative ROS<br />
from 4.5 to 2.7 percent. In the past fiscal<br />
year, KS Aluminium-Technologie<br />
<strong>AG</strong>’s earnings were again burdened<br />
by high start-up costs for new products<br />
in the low-pressure casting sector.<br />
Idle capacities at the new foundry as<br />
well as a product cancellation depressed<br />
EBT, customer compensation<br />
failing to completely recover the costs.<br />
From added tooling sales, no commensurately<br />
higher profits were earned,<br />
since tooling products incorporate<br />
little added value. KS Doehler Jarvis<br />
GmbH and Werkzeugbau Walldürn<br />
GmbH again delivered slight profits,<br />
however somewhat under the corre-<br />
sponding year-earlier level. The collectively<br />
negotiated pay raise and heavy<br />
start-up costs for the new series products<br />
generally burdened earnings.<br />
The development costs and cost input<br />
for process engineering required for<br />
the new low-pressure casting products,<br />
on the other hand, were clearly scaled<br />
back.<br />
The heavy investments in fiscal <strong>2001</strong><br />
due to numerous series production<br />
start-ups as well as the additional<br />
preparation for more new products<br />
(€21.2 million, up from €16.4 million)<br />
were as in the year before not covered<br />
by the gross cash flow of €8.7 million.<br />
Due to the additional sales and the<br />
necessary cost input, total assets<br />
rose as of December 31, <strong>2001</strong>, by 4.9<br />
percent to €129.7 million, as expected.<br />
With equity of €20.6 million at yearend<br />
<strong>2001</strong>, the division’s equity ratio<br />
amounted to 15.9 percent (down from<br />
19.2 percent).<br />
improvement<br />
expected in 2002<br />
In fiscal 2002, further product startups<br />
will significantly contribute to<br />
series-production sales, whereas<br />
older models will slowly phase out.<br />
Moreover, the current year will be<br />
affected by the start-up management<br />
of the products rolled out in <strong>2001</strong> and<br />
ready for series production in 2002.<br />
Despite the substantial cost input,<br />
which will squeeze earnings, the<br />
division expects a profit improvement<br />
through further sales and productivity<br />
enhancements.<br />
51
52<br />
Management report on the Kolbenschmidt Pierburg Group<br />
The divisions<br />
MotorEngineering<br />
MotorEngineering comprises the<br />
exhaust gas measuring equipment,<br />
workshop equipment, and flowmeter<br />
product groups.<br />
Industrial management<br />
transferred<br />
Within the Kolbenschmidt Pierburg<br />
Group, Pierburg Instruments GmbH<br />
had been the parent company for<br />
MotorEngineering until December 31,<br />
<strong>2001</strong>. As part of a joint venture and<br />
since the turn of <strong>2001</strong>/2002, AVL<br />
Holding GmbH, Graz, Austria, has<br />
acquired and held a majority stake in<br />
Pierburg Instruments GmbH and has<br />
taken over industrial management.<br />
At the same time, the wholly owned<br />
subsidiary Pierburg Instruments Inc.,<br />
Auburn Hills, Michigan, USA, operating<br />
in the American market for the development,<br />
production and marketing of<br />
flowmeter and exhaust gas measuring<br />
equipment, was sold and transferred<br />
as of January 1, <strong>2001</strong>, to AVL Michigan<br />
Holding Inc., Plymouth, Michigan, USA.<br />
MotorEngineering 2000 <strong>2001</strong><br />
€million €million<br />
Net sales 30.4 37.8<br />
EBIT (1.2) 8.4<br />
EBT (1.5) 7.5<br />
Net income/(net loss) (0.7) 6.1<br />
Capital expenditures 0.3 0.8<br />
Headcount at Dec. 31 210 --<br />
24-percent sales rise<br />
In fiscal <strong>2001</strong>, sales by MotorEngineering<br />
were revved up by around 24 percent,<br />
from €30.4 million to €37.8<br />
million.<br />
Pierburg Instruments GmbH generated<br />
sales of €34.3 million in <strong>2001</strong> (up from<br />
€25.6 million), the measuring equipment<br />
for workshops group posting<br />
sales of €10.6 million after €7.6 million<br />
a year before. The sales gain over<br />
2000 resulted from rising sales of<br />
workshop measuring equipment to<br />
a leading German carmaker.<br />
In <strong>2001</strong>, the flowmeters unit generated<br />
sales of €4.8 million, thus missing the<br />
previous year’s record by only €0.2<br />
million. The relocation in December<br />
<strong>2001</strong> of the entire production line including<br />
the test rigs led to the slightly<br />
lower level over the previous year. The<br />
launch of the KMA 121 new measuring<br />
system was well received by the market,<br />
a megaorder by a carmaker largely<br />
contributing to the tall order backlog.<br />
Assembling the<br />
PLU 401/121 measuring unit<br />
at the Neuss plant
The PLU 401/121 for continuous<br />
fuel consumption metering<br />
at the Neuss plant<br />
The divisions<br />
MotorEngineering<br />
Within Pierburg Instruments GmbH, the<br />
exhaust gas measuring unit generated<br />
sales of €18.9 million, hence €5.9<br />
million higher than one year before.<br />
The start-up difficulties encountered<br />
with the new AMA 4000 measuring<br />
system were successfully overcome.<br />
A wave of incoming contracts led to<br />
a very high order backlog, which, at<br />
€15.2 million, already meets 75 percent<br />
of the sales budgeted for all of<br />
2002.<br />
In <strong>2001</strong>, Pierburg Instruments Inc.<br />
posted sales of €5.4 million, €1.2 million<br />
below the year 2000. The economic<br />
situation in the USA meant that customers<br />
were most unwilling to invest,<br />
especially in the latter half of the year,<br />
and thus order intake for this company<br />
declined.<br />
Adjusted ROS at 5.3<br />
percent<br />
In <strong>2001</strong>, MotorEngineering yielded an<br />
EBT of €7.5 million after the previous<br />
year’s negative €1.5 million. Adjusted<br />
for the book gains from the disposal<br />
of Pierburg Instruments Inc. (€5.5 million),<br />
EBT was €2.0 million, equivalent<br />
to 5.3 percent of sales.<br />
Within Pierburg Instruments GmbH,<br />
the workshop measuring equipment<br />
unit expects sales to stay steady for<br />
this year. Due to high customer acceptance<br />
of the new 4000 product generation<br />
and tall order backlogs for the<br />
exhaust gas measuring unit as well<br />
as additional sales opportunities for<br />
flowmeter products through the globally<br />
present AVL distribution organization,<br />
Pierburg Instruments GmbH<br />
predicts healthy sales. Given these<br />
circumstances the present fiscal year<br />
2002 is expected to once again deliver<br />
sound earnings which will be included<br />
at equity in the consolidated financial<br />
statements of, pro rata of the voting<br />
interest held by, Kolbenschmidt Pierburg<br />
<strong>AG</strong>.<br />
55
56<br />
Management report on the Kolbenschmidt Pierburg Group<br />
The divisions<br />
Motor Service<br />
The Motor Service division subsumes<br />
the Kolbenschmidt Pierburg Group’s<br />
worldwide aftermarket activities for<br />
engine repair shops and the workshop<br />
trade. With economic effect as of January<br />
1, <strong>2001</strong>, the Irish company Vehicle<br />
Spares Ltd. was sold to an Irish competitor<br />
due to poor market presence<br />
combined with faltering sales and<br />
repeated losses. This investor still<br />
represents the KS brand in Ireland.<br />
Sales slightly widened<br />
In fiscal <strong>2001</strong>, the Motor Service division<br />
generated sales of €151.3 million<br />
(up from €149.0 million). The declining<br />
sales at the subsidiaries were outcompensated<br />
by rising sales at the<br />
parent company MSI Motor Service<br />
International GmbH. Despite the loss<br />
of Irish business, sales were elevated<br />
by more than €2 million over the previous<br />
year.<br />
Motor Service 2000 <strong>2001</strong><br />
€million €million<br />
Net sales 149.0 151.3<br />
EBIT 13.4 16.8<br />
EBT 10.4 13.4<br />
Net income 7.9 7.9<br />
Capital expenditures 0.8 1.0<br />
Headcount at Dec. 31 396 381<br />
All the traditional product groups<br />
posted, in some cases even steep,<br />
growth rates over fiscal 2000. Sales<br />
advanced especially in the regions of<br />
Eastern Europe, the Near/Middle East,<br />
Africa, Central America, and the Far<br />
East. Also generating momentum were<br />
improved customer service, customer<br />
loyalty programs and more customer<br />
staff training courses.<br />
Earnings well up<br />
With an EBT of €13.4 million, the previous<br />
year’s earnings of €10.4 million<br />
were again clearly raised. ROS thus<br />
amounted to 8.9 percent following<br />
the year-earlier 7.0 percent.<br />
Apart from the added sales, the higher<br />
earnings at the parent company MSI<br />
Motor Service International GmbH<br />
were also ascribable to better profit<br />
contributions compared with one year<br />
before. Moreover, the logistics, purchase<br />
and sales units were streamlined<br />
and thus rendered more efficient.<br />
Despite much higher sales, headcount<br />
growth lagged behind. The extra work<br />
was handled through overtime.<br />
The German subsidiary MTS Motorenteile-Service<br />
GmbH managed to slash<br />
its <strong>2001</strong> loss compared with 2000.<br />
Due to the still difficult market environment<br />
because of higher competitive<br />
pressure by OEMs, the company failed<br />
to break even. As part of a costs reengineering<br />
program, the foundation<br />
for a leaner organization was laid. All<br />
the logistic processes are now handled<br />
at a single location.<br />
Checking pistons<br />
prior to dispatch at<br />
the Neckarsulm plant
Ecotec test rig<br />
at the Neckarsulm plant<br />
The divisions<br />
Motor Service<br />
The French KS Motorac S.A. also implemented<br />
a restructuring program in fiscal<br />
<strong>2001</strong>. The related expenses squeezed<br />
earnings below the previous year’s<br />
level. Besides reviewing customer<br />
structures and product ranges, the program<br />
mainly comprised the concentration<br />
of warehousing functions at<br />
Lyon. The warehouse in Paris was<br />
closed by mid-year; apart from marketing,<br />
which is still handled in Paris,<br />
all the other corporate processes are<br />
carried out from the Lyon location.<br />
The British KS Winston Ltd. managed<br />
to whittle down its loss over the previous<br />
year. As of mid-<strong>2001</strong>, new management<br />
was appointed in order to<br />
achieve the company’s turnaround<br />
in the year 2002. The second half of<br />
<strong>2001</strong> was characterized by restructuring<br />
measures as, for instance, closing<br />
two of the warehousing locations and<br />
optimizing logistics processes.<br />
In <strong>2001</strong>, the environment for the Turkish<br />
KS Istanbul A.S. company was<br />
clouded by the plunging Turkish lira<br />
and the related national economic<br />
crisis. The loss in <strong>2001</strong> was mainly<br />
caused by the necessity of revaluing<br />
hard-currency liabilities. The Czech<br />
distribution company KS Motor Servis<br />
CZ s r.o. generated a slightly positive<br />
EBT. Due to plunging sales because<br />
of the devaluation of the Brazilian<br />
currency over the US dollar and the<br />
collapse of the Argentine market in<br />
<strong>2001</strong>, KS Produtos Automotivos S.A.<br />
showed a slump in earnings while not,<br />
however, slipping into the red.<br />
At €1.0 million (0.7 percent of sales),<br />
capital expenditures in the Motor<br />
Service division in <strong>2001</strong> were slightly<br />
above the previous year’s €0.8 million<br />
(0.5 percent of sales), absorbing only<br />
a minor portion of the cash flow of<br />
€9.6 million.<br />
With equity of €18.2 million and a<br />
related equity ratio of 16.5 percent in<br />
<strong>2001</strong> (down from 18.0 percent), the<br />
division has sufficient funds for future<br />
growth.<br />
2002 at a high level<br />
Fiscal 2002 is expected to result worldwide<br />
for MSI and all of its subsidiaries<br />
in a continuation of high-volume business<br />
combined with sustained profitability.<br />
In 2002, an important goal will<br />
be to ensure groupwide product availability,<br />
implement customer loyalty<br />
programs while simultaneously securing<br />
long-term supply sources. The<br />
core product lineup will be augmented<br />
by new production runs, especially of<br />
the plain bearings and pistons, as<br />
well as a program of items for “every<br />
aspect of the engine.”<br />
59
Balance sheet and income statement<br />
for the year ended December 31, <strong>2001</strong><br />
Kolbenschmidt Pierburg <strong>AG</strong>
62<br />
Kolbenschmidt Pierburg <strong>AG</strong><br />
Balance sheet of Kolbenschmidt Pierburg <strong>AG</strong>, Düsseldorf<br />
as of December 31, <strong>2001</strong>, according to HGB<br />
ASSETS<br />
€million 12-31-2000 12-31-<strong>2001</strong><br />
Fixed assets<br />
Intangible assets 0.0 0.0<br />
Tangible assets 0.2 0.3<br />
Financial assets 256.8 313.4<br />
Current assets<br />
Receivables and sundry assets<br />
257.0 313.7<br />
Trade receivables 0.0 0.6<br />
Due from group companies 166.1 126.9<br />
Sundry assets 0.4 3.3<br />
Cash & cash equivalents 24.2 7.5<br />
190.7 138.2<br />
Prepaid expenses & deferred charges 0.0 0.0<br />
EQUITY & LIABILITIES<br />
447.8 452.0<br />
€million 12-31-2000 12-31-<strong>2001</strong><br />
Stockholders’ equity<br />
Capital stock 68.1 71.7<br />
Additional paid-in capital 162.1 174.0<br />
Reserves retained from earnings 49.9 22.3<br />
Net earnings 34.6 14.0<br />
314.7 282.0<br />
Untaxed/special reserves 6.1 4.1<br />
Accruals<br />
Accruals for pensions and similar obligations 10.9 11.3<br />
All other accruals 31.9 13.4<br />
42.8 24.7<br />
Liabilities<br />
Due to banks 55.3 82.9<br />
Trade payables 0.6 0.7<br />
Due to group companies 28.2 57.5<br />
Sundry liabilities 0.2 0.2<br />
84.2 141.3<br />
447.8 452.0<br />
Income statement of Kolbenschmidt Pierburg <strong>AG</strong><br />
for the year ended December 31, <strong>2001</strong>, according to HGB<br />
€million 2000 <strong>2001</strong><br />
Income from investments 49.6 (4.0)<br />
Net interest income 6.0 4.3<br />
Net financial result 55.6 0.3<br />
Other operating income 21.3 13.5<br />
Personnel expenses (7.4) (7.4)<br />
Amortization/depreciation/write-down (0.1) (0.1)<br />
Other operating expenses (17.5) (15.5)<br />
Earnings before taxes (EBT) 51.8 (9.2)<br />
Income taxes (17.2) (4.4)<br />
Net income/(Net loss) 34.6 (13.6)<br />
Transfer from reserves retained from earnings 0.0 27.6<br />
Net earnings 34.6 14.0<br />
63
Consolidated financial statements <strong>2001</strong><br />
Kolbenschmidt Pierburg <strong>AG</strong>
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Kolbenschmidt Pierburg Group<br />
Consolidated balance sheet as of December 31, <strong>2001</strong><br />
ASSETS<br />
€million Note 12-31-2000 12-31-<strong>2001</strong><br />
Fixed assets (7)<br />
Intangible assets (8) 50.5 53.5<br />
Tangible assets (9) 657.4 681.7<br />
Investments stated at equity (10) 5.2 27.5<br />
Other financial assets (10) 5.8 27.8<br />
Current assets<br />
718.9 790.5<br />
Inventories (11) 264.9 244.3<br />
Trade receivables (12) 280.5 203.6<br />
All other receivables and sundry assets (12) 19.3 34.5<br />
Cash & cash equivalents (13) 54.8 21.2<br />
619.5 503.6<br />
Income tax assets (14) 46.3 45.3<br />
Prepaid expenses & deferred charges 3.9 3.6<br />
EQUITY & LIABILITIES<br />
Total equity (15)<br />
Kolbenschmidt Pierburg <strong>AG</strong> stockholders’ equity<br />
1,388.6 1,343.0<br />
Capital stock 68.1 71.7<br />
Additional paid-in capital 162.1 174.0<br />
Other reserves<br />
Group net income proratable to<br />
68.2 52.4<br />
Kolbenschmidt Pierburg <strong>AG</strong> stockholders 7.6 32.1<br />
306.0 330.2<br />
Minority interests 13.9 14.9<br />
Accruals<br />
319.9 345.1<br />
Accruals for pensions and similar obligations (16) 291.3 287.7<br />
Other accruals (17) 144.9 121.4<br />
Liabilities<br />
436.2 409.1<br />
Noncurrent financial debts (18) 209.4 199.1<br />
Current financial debts (18) 138.3 77.9<br />
Trade payables (18) 162.4 152.6<br />
All other liabilities (18) 60.3 101.3<br />
570.4 530.9<br />
Income tax liabilities (19) 44.3 34.6<br />
Deferred income (20) 17.8 23.3<br />
1,388.6 1,343.0<br />
Kolbenschmidt Pierburg Group<br />
Consolidated income statement for fiscal <strong>2001</strong><br />
€million Note 2000 <strong>2001</strong><br />
Net sales (21) 1,776.2 1,825.5<br />
Net inventory changes, other work and material capitalized (22) 28.3 7.8<br />
Total operating performance 1,804.5 1,833.3<br />
Other operating income (23) 34.4 57.1<br />
Cost of materials (24) (874.60) (924.0)<br />
Personnel expenses (25) (528.0) (522.0)<br />
Amortization/depreciation/write-down (26) (147.5) (147.9)<br />
Other operating expenses (27) (238.8) (210.2)<br />
Operating result 50.0 86.3<br />
Net interest expense (28) (32.9) (40.8)<br />
Net investment income and other financial results (29) 4.5 4.0<br />
thereof profit shares of investees stated at equity 0.5 0.7<br />
Net financial result (28.4) (36.8)<br />
Earnings before taxes (EBT) 21.6 49.5<br />
Income taxes (30) (14.2) (17.7)<br />
Group net income 7.4 31.8<br />
Minority interests (31) 0.2 0.3<br />
Group earnings (after minority interests) 7.6 32.1<br />
EBIT * 54.5 90.3<br />
EBITDA ** 202.0 238.2<br />
Earnings per share (EpS) (32) €0.28 €1.18<br />
* EBT plus net interest expense<br />
** EBT plus net interest expense and amortization/depreciation/write-down<br />
66 67
68<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Kolbenschmidt Pierburg Group<br />
Cash flow statement for fiscal <strong>2001</strong><br />
€million Note (33) 2000 <strong>2001</strong><br />
Cash & cash equivalents at Jan. 1 (BoP) 45.2 54.8<br />
Group net income 7.4 31.8<br />
Amortization/depreciation/write-down of fixed assets 147.5 147.9<br />
Change in pension accruals 5.9 (5.3)<br />
Cash flow 160.8 174.4<br />
Net result from fixed-asset disposal 0.2 0.1<br />
Change in other accruals 27.9 (23.3)<br />
Change in inventories<br />
Change in receivables, liabilities (excl. financial debts)<br />
(38.8) 9.5<br />
and prepaid & deferred items 1.8 (24.3)<br />
Gain from deconsolidation 0.0 (5.4)<br />
Other noncash expenses and income, net (22.7) (3.5)<br />
Net cash provided by operating activities 129.2 127.5<br />
Cash outflow for additions to tangible and intangible assets (171.1) (174.7)<br />
Cash inflow from the disposal of tangible and intangible assets 6.6 1.3<br />
Cash outflow for additions to consolidated subsidiaries and financial assets (10.0) (11.9)<br />
Cash inflow from the disposal of consolidated subsidiaries and financial assets 0.6 21.0<br />
Net cash used in investing activities (173.9) (164.3)<br />
Capital paid in 0.0 15.4<br />
Dividends paid out (20.5) (34.6)<br />
Financial debts raised 97.6 37.9<br />
Financial debts redeemed (22.9) (15.7)<br />
Net cash provided by financing activities 54.2 3.0<br />
Cash-based change in cash & cash equivalents 9.5 (33.8)<br />
Parity-related change in cash & cash equivalents 0.1 0.2<br />
Total net change in cash & cash equivalents 9.6 (33.6)<br />
Cash & cash equivalents at Dec. 31 (EoP) 54.8 21.2<br />
Kolbenschmidt Pierburg Group<br />
Statement of changes in equity<br />
€million Note (15) Group<br />
net income Stockproratable<br />
holders’<br />
Reserves to Kolben- equity of<br />
Addi- Reserves from fair schmidt Kolbentional<br />
retained Currency and Pierburg <strong>AG</strong> schmidt<br />
Capital paid-in from translation other All other stock- Pierburg Minority Total<br />
stock capital earnings differences valuation reserves holders <strong>AG</strong> interests equity<br />
Balance at January 1, 2000 68.1 162.1 80.5 11.8 92.3 0.0 322.5 13.0 335.5<br />
Capital contributions 0.0 0.0 0.0<br />
Dividend payments (20.5) (20.5) (20.5) (20.5)<br />
Currency adjustments (3.6) (3.6) (3.6) 1.1 (2.5)<br />
Group net income 0.0 7.6 7.6 (0.2) 7.4<br />
Balance<br />
at December 31, 2000 68.1 162.1 60.0 8.2 0.0 68.2 7.6 306.0 13.9 319.9<br />
Adjustment from the first-time<br />
application of IAS 39 12.9 12.9 12.9 12.9<br />
Balance at January 1, <strong>2001</strong> 68.1 162.1 60.0 8.2 12.9 81.1 7.6 318.9 13.9 332.8<br />
Capital contributions 3.6 11.9 0.0 15.5 15.5<br />
Dividend payments (34.6) (34.6) (34.6) (34.6)<br />
Currency adjustments 0.5 0.5 0.5 1.3 1.8<br />
Differences from changes<br />
in consolidation group (1.9) (1.9) (1.9) (1.9)<br />
Other comprehensive income 7.6 (0.3) 7.3 (7.6) (0.3) (0.3)<br />
Group net income 0.0 32.1 32.1 (0.3) 31.8<br />
Balance<br />
at December 31, <strong>2001</strong> 71.7 174.0 31.1 8.7 12.6 52.4 32.1 330.2 14.9 345.1<br />
69
70<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Kolbenschmidt Pierburg Group<br />
Segment report by divisions (primary segments)<br />
Segments Note (34)<br />
€million 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong><br />
Balance sheet<br />
Segment assets 478.7 512.6 457.1 487.5 76.0 76.7 123.7 129.7 20.1 0.0 103.5 108.3 1,259.1 1,314.8 74.7 7.0 1,333.8 1,321.8<br />
thereof investments at equity 0.0 19.9 5.2 7.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 5.2 27.5 0.0 0.0 5.2 27.5<br />
Total equity 153.1 143.7 44.9 154.0 4.8 16.9 23.7 20.6 0.8 0.0 19.1 18.2 246.4 353.4 73.5 (8.3) 319.9 345.1<br />
Segment liabilities 193.6 226.7 116.7 106.4 27.3 30.2 36.7 39.4 3.1 0.0 22.9 21.3 400.3 424.0 29.4 9.2 429.7 433.2<br />
Capital employed 285.1 285.9 340.4 381.1 48.7 46.5 87.0 90.3 17.0 0.0 80.6 87.0 858.8 890.8 45.3 (2.2) 904.1 888.6<br />
Net financial debts 5.9 15.5 176.4 111.1 24.3 10.2 54.9 60.6 14.1 0.0 58.7 65.8 334.3 263.2 (41.4) (7.4) 292.9 255.8<br />
Income statement<br />
Net external sales 758.8 813.6 589.2 551.2 136.0 138.5 115.9 135.3 27.5 35.7 148.6 150.9 1,776.0 1,825.2 0.2 0.3 1,776.2 1,825.5<br />
Intersegment transfers 11.6 6.2 17.3 20.3 12.4 14.7 0.3 0.5 2.9 2.1 0.4 0.4 44.9 44.2 (44.9) (44.2) 0.0 0.0<br />
Total segment sales 770.4 819.8 606.5 571.5 148.4 153.2 116.2 135.8 30.4 37.8 149.0 151.3 1,820.9 1,869.4 (44.7) (43.9)<br />
1,776.2 1,825.5<br />
thereof Germany (%) 42.6 40.9 19.2 19.9 57.8 58.3 63.7 56.2 45.0 64.0 11.0 9.8 34.8 35.0 0.0 0.0 33.7 33.7<br />
thereof abroad (%) 57.4 59.1 80.8 80.1 42.2 41.7 36.3 43.8 55.0 36.0 89.0 90.2 65.2 65.0 0.0 0.0 66.3 66.3<br />
EBITDA 1) 82.1 93.1 87.1 93.8 17.4 28.0 10.4 11.9 (0.7) 8.8 15.3 18.2 211.6 253.8 (9.6) (15.6)<br />
202.0 238.2<br />
thereof P/L of investments at equity 0.0 0.4 0.5 0.3 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.5 0.7 0.0 0.0 0.5 0.7<br />
thereof write up 0.0 0.0 0.0 2.5 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 2.5 0.0 0.0 0.0 2.5<br />
Amortization/depreciation/write-down (65.3) (68.3) (54.3) (53.7) (10.6) (10.3)<br />
(12.1) (11.2) (0.5) (0.4) (1.9) (1.4) (144.7) (145.3) (2.8) (2.6) (147.5) (147.9)<br />
thereof write-down 0.0 0.0 0.0 0.0 (1.4) (1.3) (0.5) 0.0 0.0 0.0 (0.1) 0.0 (2.0) (1.3) 0.0 0.0 (2.0) (1.3)<br />
EBIT 16.8 24.8 32.8 40.1 6.8 17.7 (1.7) 0.7 (1.2) 8.4 13.4 16.8 66.9 108.5 (12.4) (18.2) 54.5 90.3<br />
Net interest expense (9.6) (12.5) (18.8) (19.9) (2.3) (2.6) (3.5) (4.3) (0.3) (0.9) (3.0) (3.4) (37.5) (43.6) 4.6 2.8 (32.9) (40.8)<br />
EBT 7.2 12.3 14.0 20.2 4.5 15.1 (5.2) (3.6) (1.5) 7.5 10.4 13.4 29.4 64.9 (7.8) (15.4) 21.6 49.5<br />
Income taxes 0.1 1.8 (12.7) (10.9) (6.4) (9.1)<br />
0.8 0.5 0.8 (1.4) (2.5) (5.5) (19.9) (24.6) 5.7 6.9 (14.2) (17.7)<br />
Net income/(Net loss) 7.3 14.1 1.3 9.3 (1.9) 6.0 (4.4) (3.1) (0.7) 6.1 7.9 7.9 9.5 40.3 (2.1) (8.5) 7.4 31.8<br />
EBIT margin (%) 2.2 3.0 5.4 7.0 4.6 11.6 (1.5) 0.5 (3.9) 22.2 9.0 11.1 3.7 5.8 0.0 0.0 3.1 4.9<br />
Other data<br />
Pension expense 10.0 8.3 8.9 10.2 2.3 1.1 1.5 0.9 0.5 0.2 0.2 0.3 23.4 20.8 1.0 1.0 24.4 21.8<br />
Capital expenditures 75.4 80.4 65.0 57.7 11.9 12.7 16.4 21.2 0.3 0.0 0.8 1.0 169.8 173.0 1.3 1.6 171.1 174.6<br />
ROCE 6.3 8.7 9.9 11.1 13.2 37.2 (2.3) 0.8 (8.7) 0.0 17.0 20.0 8.2 12.4 0.0 0.0 6.3 10.1<br />
Headcount at Dec. 31 4,108.5 4,009.5 5,618.0 5,416.0 1,094.0 1,045.0 689.0 772.0 209.5 0.0 396.5 381.5 12,115.5 11,624.0 48.0 38.0 12,163.5 11,662.0<br />
1) Operating result + net financial result + amortization/depreciation/write-down<br />
Air Supply<br />
& Pumps<br />
Pistons Plain Bearings Aluminum<br />
Technology<br />
MotorEngineering Motor Service Aggregated total<br />
of segments<br />
Others/Consolidation/<br />
Holding Company<br />
Group<br />
71
72<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Kolbenschmidt Pierburg Group<br />
Segment report by regions (secondary segments)<br />
Segments Note (34)<br />
Germany<br />
Net external sales by customer location 316.4 329.5 104.6 97.7 73.9 75.0 73.7 75.8 13.6 22.1 16.3 14.8 598.5 614.9<br />
Segment assets 256.6 306.1 129.8 161.4 50.3 53.7 123.7 129.7 14.5 0.0 77.2 85.5 652.1 736.4<br />
Capital expenditures 45.8 52.8 16.4 21.5 7.6 10.3 16.4 21.2 0.2 0.0 0.5 0.3 86.9 106.1<br />
Other Europe<br />
Net external sales by customer location 405.6 426.3 209.1 211.5 28.6 35.3 42.2 58.9 4.4 6.1 70.6 73.3 760.5 811.4<br />
Segment assets 189.3 174.2 64.0 62.9 0.0 0.0 0.0 0.0 0.0 0.0 18.5 15.8 271.8 252.9<br />
Capital expenditures 22.4 26.0 8.9 7.5 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.6 31.6 34.1<br />
North America<br />
Net external sales by customer location 27.7 44.7 243.0 204.5 28.7 24.7 0.0 0.0 6.4 5.4 2.6 4.6 308.4 283.9<br />
Segment assets 29.1 29.0 200.5 200.1 22.1 19.0 0.0 0.0 5.6 0.0 0.0 0.0 257.3 248.1<br />
Capital expenditures 5.7 1.6 27.3 20.1 4.2 1.5 0.0 0.0 0.1 0.0 0.0 0.0 37.3 23.2<br />
South America<br />
Net external sales by customer location 4.2 7.0 21.5 26.9 2.2 1.6 0.0 0.0 0.2 0.7 17.0 13.8 45.1 50.0<br />
Segment assets 3.7 3.3 62.8 63.1 3.6 4.0 0.0 0.0 0.0 0.0 7.8 7.0 77.9 77.4<br />
Capital expenditures 1.5 0.0 12.4 8.6 0.1 0.9 0.0 0.0 0.0 0.0 0.0 0.1 14.0 9.6<br />
Other regions<br />
Air Supply<br />
& Pumps<br />
Pistons Plain Bearings Aluminum<br />
Technology<br />
MotorEngineering Motor Service Aggregated total<br />
of segments<br />
€million 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong><br />
Net external sales by customer location 4.9 6.1 11.0 10.6 2.6 1.9 0.0 0.6 2.9 1.4 42.1 44.4 63.5 65.0<br />
Segment assets 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0<br />
Capital expenditures 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0<br />
73
74<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Accounting principles<br />
(1) General<br />
The consolidated financial statements<br />
of Kolbenschmidt Pierburg <strong>AG</strong> and its<br />
subsidiaries for the fiscal year <strong>2001</strong><br />
have for the first time been prepared<br />
in accordance with the International<br />
Accounting Standards (IAS) of the<br />
International Accounting Standards<br />
Board (IASB) and comprise balance<br />
sheet, income statement, cash flow<br />
statement, segment reports, and statement<br />
of changes in equity.<br />
All IAS effective at balance sheet date<br />
have been applied, as have the Interpretations<br />
of the Standing Interpretations<br />
Committee (SIC). The requirements<br />
of IAS 12 and IAS 19 (both<br />
revised 2000) have voluntarily been<br />
satisfied in the restated annual<br />
accounts 2000. The IAS 39 rules are<br />
applied as from Jan. 1, <strong>2001</strong>, restatement<br />
of the prior-year comparatives<br />
having been waived under the terms<br />
of IAS 39. The effects of the first-time<br />
application of IAS 39 have been recognized<br />
as of Jan. 1, <strong>2001</strong>, in equity only<br />
(other reserves).<br />
For enhanced transparency of presentation,<br />
certain items of the consolidated<br />
income statement and<br />
balance sheet have been subsumed<br />
in captions, however, which are<br />
broken down and detailed further<br />
below in these notes. The consolidated<br />
income statement has been<br />
prepared in the total-cost format.<br />
The consolidated financial statements<br />
are presented in euro (€), based on<br />
the official exchange rate of €1.00 =<br />
DM 1.95583. Amounts are almost<br />
throughout indicated in €million.<br />
With its IAS-based consolidated financial<br />
statements, Kolbenschmidt Pierburg<br />
<strong>AG</strong> has exercised the exemption<br />
option under the terms of Art. 292a<br />
HGB, viz. to draw up the consolidated<br />
accounts in accordance with internationally<br />
accepted accounting principles<br />
in lieu of consolidated financial<br />
statements according to German<br />
commercial accounting regulations.<br />
The assessment of whether the consolidated<br />
financial statements and<br />
group management report meet the<br />
prerequisites of Art. 292a HGB has<br />
been made in conformity with the<br />
DRSC interpretation in German<br />
Accounting Standard DRS-1. The<br />
present consolidated statements<br />
substantially reflect the following<br />
accounting and valuation methods in<br />
derogation of the German Commercial<br />
Code (HGB):<br />
– capitalization of internally created<br />
intangible assets<br />
– recognition at fair value of certain<br />
primary and derivative financial<br />
instruments<br />
– translation of non-euro receivables<br />
and payables at the current closing<br />
rate and recognition in net income<br />
of the resulting translation<br />
differences<br />
– capitalization of the asset and<br />
recognition of the residual liability<br />
under capital leases according to<br />
the definition criteria of IAS 17<br />
– measurement of pension accruals<br />
according to the projected unit<br />
credit (PUC) method with due<br />
regard to future pay rises and the<br />
corridor rule of IAS 19<br />
– waiver of providing for accrued<br />
liabilities if the probability of accrual<br />
utilization is below 50 percent<br />
– discounting of noncurrent accruals<br />
– accounting for deferred taxes<br />
according to the liability method<br />
The fiscal year of Kolbenschmidt Pierburg<br />
<strong>AG</strong> and its subsidiaries equals<br />
the calendar year. Kolbenschmidt<br />
Pierburg <strong>AG</strong> prepares consolidated<br />
financial statements on a voluntary<br />
basis, waiving the optional exemption<br />
under the terms of Art. 291(1) HGB.<br />
Kolbenschmidt Pierburg <strong>AG</strong>’s consolidated<br />
accounts will be included<br />
through the voluntarily prepared<br />
group accounts of Düsseldorf-based<br />
Rheinmetall <strong>AG</strong> in the statutory consolidated<br />
financial statements of<br />
Röchling Industrie Verwaltung GmbH,<br />
Mannheim, as the great grandparent<br />
and highest tier of consolidation.<br />
Rheinmetall <strong>AG</strong>'s consolidated financial<br />
statements will be deposited with<br />
the Commercial Register of the Local<br />
Court of Düsseldorf under number<br />
HRB 39401, and those of Röchling<br />
Industrie Verwaltung GmbH with the<br />
Commercial Register of the Local<br />
Court of Mannheim under number<br />
HRB 3594.<br />
75
76<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Accounting principles<br />
(2) Transition to IAS By rebasing the primary accounting<br />
system on IAS, international comparability<br />
of Kolbenschmidt Pierburg <strong>AG</strong>’s<br />
consolidated financial statements<br />
and other financial information about<br />
the Group has been enhanced.<br />
Reconciliation<br />
of equity to IAS<br />
€million<br />
The changeover to IAS has been based<br />
on the assumption that the IAS had<br />
The equity adjustments are mainly predicated on the following material facts:<br />
always been applied (SIC-8). The differences<br />
from restatements resulting<br />
from the Jan. 1, 2000 opening balances<br />
were recognized in equity only, to<br />
the debit or credit of the other reserves<br />
and the minority interests. The synopsis<br />
below summarizes the reconciliation<br />
of equity as of Dec. 31, 1999 (HGB),<br />
to equity as of Jan. 1, 2000 (IAS).<br />
Total equity (incl. minority interests) acc. to HGB at 12-31-1999 263.2<br />
Goodwill 35.0<br />
Tangible assets 56.8<br />
Current assets 9.0<br />
Untaxed/special reserves 11.2<br />
Accruals for pension and similar obligations (50.6)<br />
Other accruals 2.0<br />
Income taxes 2.2<br />
Sundry 6.7<br />
Total equity (incl. minority interests) acc. to IAS at 1-1-2000 * 335.5<br />
* IAS-based total equity (stockholders’ equity + minority interests) as of Jan. 1, 2000, includes minority interests of €13.0 million.<br />
– Goodwill created on or after Jan. 1, 1995, from acquisitions is capitalized in accordance with IAS 22 and amortized<br />
by straight-line charges over its useful life. Under HGB regulations, part of such goodwill was offset against the<br />
reserves retained from earnings.<br />
– Tangible assets, to which partly declining-balance depreciation had been charged, are now depreciated on a<br />
straight-line basis, except for the property, plant and equipment of insignificant companies.<br />
– Tangible assets held under capital leases (aka finance leases) are capitalized and the future rents (excluding<br />
interest portion) concurrently recognized as liability. According to SIC-12, special-purpose leasing firms are<br />
consolidated, too. Where sale & leaseback transactions are involved, the gains on asset disposal realized under<br />
HGB regulations have been recognized as deferred income.<br />
– Being based on tax regulations, untaxed/special reserves are not disclosed in the consolidated financial<br />
statements according to IAS.<br />
– The pension accruals, previously stated in the HGB-based accounts in accordance with Art. 6a German Income<br />
Tax Act (“EStG”), have been redetermined and are annually remeasured to account for future pay, pension and<br />
interest rate rises.<br />
–Accruals for impending losses from uncompleted contracts are recognized at direct production cost with due regard<br />
to directly proratable indirect materials and indirect labor, including production-related depreciation and pension<br />
expenses but excluding any general administrative and selling expenses. In conformity with IAS 37, expenses are<br />
not provided for.<br />
– Assets and liabilities from any future income tax relief or burden (deferred taxes) are recognized according to the<br />
liability method, based on the future tax load. Deferred taxes also include assets created by the offset of tax loss<br />
carryovers against anticipated future profits, however, always provided that their realization is reasonably certain.<br />
– Moreover, the Sundry line mainly mirrors the effects of IAS rules for the accounting treatment of development costs.<br />
(3) Group of consolidated companies Besides Kolbenschmidt Pierburg <strong>AG</strong>,<br />
the consolidated accounts include all<br />
German and foreign subsidiaries in<br />
which Kolbenschmidt Pierburg <strong>AG</strong><br />
holds the majority of voting rights<br />
(whether directly or indirectly). Principally,<br />
companies are initially consolidated<br />
or deconsolidated when control<br />
is transferred. Associated affiliates<br />
and joint ventures are stated at equity.<br />
The additions to investees stated at<br />
equity involve the following:<br />
12-31-2000 Additions Disposals 12-31-<strong>2001</strong><br />
Fully consolidated companies 47 -- (4) 43<br />
thereof German 20 -- (1) 19<br />
thereof foreign 27 -- (3) 24<br />
Investees stated at equity 1 2 -- 3<br />
thereof German -- 1 -- 1<br />
thereof foreign 1 1 -- 2<br />
The disposals from the consolidation<br />
group concern, apart from Pierburg<br />
Instruments GmbH, the following<br />
companies:<br />
– With effect as of December 31,<br />
<strong>2001</strong>/January 1, 2002, the share<br />
capital of Pierburg Instruments<br />
GmbH was raised to admit a new<br />
majority shareholder, thus reducing<br />
the Kolbenschmidt Pierburg Group’s<br />
equity interest in Pierburg Instruments<br />
GmbH to a mere 49 percent.<br />
As of December 31, <strong>2001</strong>, this company<br />
is carried at equity. While<br />
Pierburg Instruments GmbH had<br />
– As and when the controlling<br />
majority was transferred as of<br />
December 31, <strong>2001</strong>, the shares in<br />
Pierburg Instruments Inc. were<br />
sold at a price of €6.0 million.<br />
been fully consolidated in fiscal<br />
2000, this company has been<br />
carried at equity as from fiscal <strong>2001</strong>.<br />
– The other addition to investees<br />
carried at equity refers to Kolbenschmidt<br />
Pierburg Shanghai Nonferrous<br />
Components Co. Ltd., a<br />
joint venture formed in China with<br />
effect as of April 1, <strong>2001</strong>. The share<br />
of €11.5 million was paid up cash.<br />
– Moreover, the shares in Vehicle<br />
Spares Ltd. were sold and transferred<br />
at a price of £1 with economic<br />
effect as of January 1, <strong>2001</strong>.<br />
– In the year under review,<br />
SEM Bailly Compte S.A.S. was<br />
merged into Pierburg S.à.r.l.<br />
77
78<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Accounting principles<br />
The divestments and shareholding<br />
reductions in the period impacted on<br />
major asset and liability lines as of<br />
December 31, <strong>2001</strong>, and the consol-<br />
€million<br />
The subsidiaries and the investees<br />
stated at equity which are included in<br />
the consolidated financial statements<br />
of Kolbenschmidt Pierburg <strong>AG</strong> are<br />
idated income statement for fiscal<br />
<strong>2001</strong> as follows:<br />
Fixed assets (0.6)<br />
Current assets (excl. cash & cash equivalents) (19.1)<br />
Cash & cash equivalents (0.3)<br />
Income tax assets/prepaid expenses & deferred charges (0.3)<br />
(20.3)<br />
Pension accruals (2.1)<br />
Other accruals (1.3)<br />
Financial debts (0.6)<br />
Trade payables and all other liabilities (1.9)<br />
Income tax liabilities/deferred income (0.1)<br />
(6.0)<br />
Net sales (1.6)<br />
Operating result 0.3<br />
EBT 0.3<br />
Net income 0.3<br />
listed on pages 110 and 111. A comprehensive<br />
listing of the shareholdings<br />
of Kolbenschmidt Pierburg <strong>AG</strong> will be<br />
deposited with the Commercial<br />
(4) Consolidation principles The financial statements of consolidated<br />
German and foreign companies<br />
are prepared in accordance with<br />
groupwide uniform accounting and<br />
valuation methods.<br />
Companies in which a direct or indirect<br />
majority stake is held and over<br />
which a controlling influence can be<br />
exercised are subsidiaries. Subsidiaries<br />
included for the first time<br />
are consolidated according to the<br />
purchase method, specifically the<br />
book value method under the terms<br />
Register of the Local Court of<br />
Düsseldorf (HRB 34883).<br />
of IAS 22, by offsetting the cost of<br />
shares acquired against the subsidiaries’<br />
prorated equity. Any difference<br />
between cost and prorated<br />
equity is, if based on hidden reserves<br />
or burdens, allocated at the Group’s<br />
percentage shareholding in such<br />
hidden reserves or burdens to the<br />
subsidiaries’ assets and liabilities.<br />
Any net equity over cost is allocated<br />
to the assets of companies acquired<br />
and released over the assets’ average<br />
useful lives. Any residual net equity<br />
under or over cost is capitalized as<br />
goodwill or badwill within intangible<br />
assets. Goodwill is amortized over its<br />
estimated useful life. Any residual<br />
net equity under cost from pre-1995<br />
acquisitions has been offset against<br />
the Group's reserves retained from<br />
earnings. Upon deconsolidation the<br />
residual book values of goodwill and<br />
badwill are accounted for accordingly<br />
when measuring the net gain or loss<br />
on disposal.<br />
Expenses and income from intragroup<br />
transactions, as well as intercompany<br />
receivables and payables are elimi-<br />
Variations in the year of major<br />
currencies versus the €:<br />
In the local-currency financial statements<br />
of consolidated companies,<br />
currency receivables and payables<br />
nated in consolidation. Intercompany<br />
profits and losses are eliminated unless<br />
insignificant. Deferred taxes are<br />
recognized for temporary differences<br />
from consolidation, as required by<br />
IAS 12.<br />
Companies in which stakes between<br />
20 and 49 percent are held and over<br />
which a controlling influence is<br />
exercised (so-called associated affiliates)<br />
are stated at equity. To determine<br />
their goodwill (if any), principles<br />
analogous to consolidation are adopted,<br />
goodwill amortization being<br />
(5) Currency translation The functional currency concept has<br />
been adopted to translate the annual<br />
financial statements of non-German<br />
group companies into €. As a rule,<br />
their functional currency equals the<br />
local currency, except for a Turkish<br />
subsidiary. Therefore, assets and<br />
liabilities are translated at the mean<br />
current rates and the income statements<br />
at the annual average rates.<br />
The translation differences resulting<br />
herefrom, as well as those from translating<br />
prior-year carryovers are recognized<br />
in, and only in, equity. Goodwill<br />
created from the capital consolidation<br />
are translated at the current rate while<br />
for the translation of foreign-currency<br />
cash & cash equivalents, the current<br />
recognized in net investment income.<br />
Joint ventures (jointly controlled companies<br />
in which a 50-percent stake is<br />
owned) are also carried at equity.<br />
of non-German companies is carried<br />
at historical cost.<br />
The functional currency of the Turkish<br />
subsidiary is the euro (€), and its<br />
financial statements are accordingly<br />
prepared in €. Nonmonetary assets<br />
and liabilities are translated at the<br />
historical rate, income statement lines<br />
at the monthly average rates. The exchange<br />
rate gains/losses from this<br />
translation are recognized in financial<br />
income or expense, as appropriate.<br />
Mean rate in € at <strong>Annual</strong> average rate in €<br />
12-31-2000 12-31-<strong>2001</strong> 2000 <strong>2001</strong><br />
1 Brazilian real 0.5513 0.4852 0.5883 0.4823<br />
1 pound sterling 1.6044 1.6418 1.6431 1.6139<br />
1 Canadian dollar 0.7179 0.7092 0.7276 0.7221<br />
1 Czech koruna 0.0285 0.0312 0.0281 0.0294<br />
1 US dollar 1.0750 1.1334 1.0791 1.1176<br />
buying rate is used. Currency translation<br />
differences are duly recognized<br />
in the net financial result.<br />
79
80<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Accounting principles<br />
(6) Accounting and<br />
valuation methods<br />
The following unchanged useful lives<br />
underlie amortization:<br />
The following unchanged asset depreciation<br />
ranges (ADRs) apply to<br />
property, plant & equipment within<br />
tangible assets:<br />
Intangible assets<br />
Purchased intangible assets are capitalized<br />
at (acquisition) cost, internally<br />
created intangibles from which the<br />
Group is believed to derive future<br />
economic benefits and which can<br />
reliably be measured are recognized<br />
at production cost, either type of<br />
intangible asset being amortized by<br />
straight-line charges over the estimated<br />
useful life. Production cost covers<br />
all costs directly allocable to the production<br />
process, including any proratable<br />
production-related overheads.<br />
The cost of finance is not capitalized.<br />
R&D costs are principally expensed.<br />
Development costs are exceptionally<br />
capitalized and amortized on a<br />
straight-line basis if a newly developed<br />
product or process can be<br />
clearly defined, technologically realized<br />
and used either internally or is<br />
destined for marketing (IAS 38),<br />
and if there is a reasonable assurance<br />
that its costs will be recovered by<br />
future cash inflows. If certain factors<br />
hint at an impairment and the recoverable<br />
amount is below amortized<br />
cost, an intangible asset is written<br />
down. Wherever the reason for writedown<br />
has ceased to exist, the charge<br />
is reversed and the asset written up<br />
accordingly.<br />
Concessions, franchises, industrial property rights 2-20 years<br />
Development costs 5 years<br />
Goodwill from consolidation or the<br />
statement at equity is amortized<br />
over its estimated period of benefit,<br />
as a rule 15 to 20 years. The period<br />
is estimated with due regard to the<br />
Tangible assets<br />
Tangible assets are carried at depreciated<br />
cost less any write-down. The<br />
production cost of internally made<br />
tangible assets comprises all costs<br />
directly allocable to the production<br />
process, including the proratable production-related<br />
overheads. Borrowing<br />
expected benefits from the market<br />
position achieved through the acquisition<br />
and from the acquiree’s valueadding<br />
potential.<br />
costs are not capitalized as part of<br />
cost. Tangible assets are principally<br />
depreciated on a straight-line basis<br />
over their estimated useful lives unless<br />
in exceptional cases another<br />
method better reflects the pattern of<br />
use.<br />
IAS 40 is not applied since no investment<br />
properties exist.<br />
Buildings 20-77 years<br />
Other structures 8-20 years<br />
Production plant and machinery 3-20 years<br />
Other plant, factory and office equipment 2-23 years<br />
Tangible assets obtained under capital<br />
leases are capitalized at the lower<br />
of their fair values or the present value<br />
of minimum rents and depreciated<br />
over the shorter of their estimated<br />
useful lives or underlying lease terms<br />
(IAS 17). If certain factors hint at an<br />
impairment and the recoverable<br />
amount is below depreciated cost,<br />
a tangible asset is written down.<br />
Wherever the reason for write-down<br />
has ceased to exist, the charge is<br />
reversed and the asset written up<br />
accordingly.<br />
Financial assets The shares in nonconsolidated group Long-term loans bearing interest at<br />
companies and in associated affiliates<br />
not stated at equity and the other<br />
fair market rates are carried at par.<br />
long-term securities, all shown as The shares in associated affiliates<br />
financial assets, are carried at their and joint ventures disclosed as such<br />
fair values. The fair value of nonlisted are stated at equity. Based on the cost<br />
shares is derived from the going at share acquisition date, the invest-<br />
concern value, the latter being determent book value is increased or<br />
mined by means of generally accepted decreased to reflect the changes in<br />
appraisal and valuation techniques. equity of the associated affiliates or<br />
Changes in fair value are not recog- joint ventures to the extent such<br />
nized in income until realized. changes are allocable to the shares<br />
However, if a value has been impaired held by the Kolbenschmidt Pierburg<br />
and fallen below cost, even unrealized<br />
losses are recognized in net income.<br />
Group.<br />
Inventories and prepayments<br />
received<br />
Inventories are recognized at cost,<br />
as a rule applying the average-price<br />
method to acquisition cost whereas<br />
production cost includes the absorbed<br />
costs according to IAS 2 and is determined<br />
on the basis of normal workloads.<br />
Specifically, capitalized production<br />
cost comprises direct costs<br />
plus any portions of indirect materials,<br />
indirect manufacturing costs (labor,<br />
etc.), as well as production-related<br />
depreciation and pension expenses,<br />
but excludes any borrowing costs<br />
(IAS 23). Risks inherent in inventories<br />
due to reduced utility or to obsolescence<br />
are adequately allowed for. If<br />
the net realizable value (NRV) of any<br />
inventories at balance sheet date is<br />
below their carrying value, such in-<br />
ventories are written down to NRV.<br />
If the NRV of inventories previously<br />
written down has risen, the ensuing<br />
write-up is offset against cost of<br />
materials (raw materials and supplies)<br />
or shown as increase in inventories<br />
of finished products and work in<br />
process (WIP).<br />
Prepayments received from customers<br />
are recognized as liabilities.<br />
Receivables and sundry assets Receivables and sundry assets are fair-valued as of the balance sheet<br />
capitalized at cost. Adequate allowances<br />
provide for bad debts and<br />
doubtful accounts. Non-euro receivables<br />
are translated at the mean<br />
current rate. Short-term securities are<br />
date. Changes in fair value are not<br />
recognized in income until realized.<br />
However, if a value has been impaired<br />
and fallen below cost, even unrealized<br />
losses are recognized in net income.<br />
81
82<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Accounting principles<br />
Deferred taxes<br />
Deferred taxes are duly recognized on<br />
the differences between the values of<br />
assets and liabilities in the consolidated<br />
balance sheet and those in the<br />
individual companies' tax accounts if<br />
such different values entail a higher<br />
or lower taxable income than would be<br />
the case if the consolidated balance<br />
sheet prevailed. Differences between<br />
the investment book value in the tax<br />
accounts and the investee’s equity<br />
are not recognized since, for lack of<br />
any intention to dispose of such investees,<br />
the valuation differences will<br />
not reverse in the foreseeable future.<br />
Deferred tax assets also include tax<br />
reduction claims from the expected<br />
future utilization of tax loss carryovers<br />
(if their realization is reasonably certain).<br />
If the recent history of a company<br />
reports a series of losses, deferred<br />
tax assets from unutilized tax<br />
losses or credits are only recognized<br />
to the extent that the company shows<br />
sufficient taxable temporary differences<br />
or that conclusive substantive<br />
evidence exists which suggests with<br />
reasonable assurance that sufficient<br />
taxable income will be earned by the<br />
company to utilize the hitherto unused<br />
tax losses or credits. Deferred taxes<br />
are determined by applying the local<br />
tax rates current or anticipated in each<br />
country at the time of realization.<br />
Due to the reduction in corporate income<br />
tax rates, resolved and meantime<br />
enacted in Germany under the<br />
tax reform, to a standard 25 percent,<br />
the prior-year deferred tax rate had to<br />
be clipped from 50 to 40 percent in<br />
Germany. Deferred tax assets and liabilities<br />
that reverse in future periods<br />
were adjusted accordingly, to the<br />
debit or credit of net income or equity,<br />
depending on whether initially recognized<br />
in net income or in reserves.<br />
Deferred taxation rates outside of<br />
Germany ranged between an unchanged<br />
32.5 and 38 percent.<br />
Minority interests Minority interests represent those equity as well as to Group net income.<br />
Accruals<br />
Accruals for pensions and similar obligations<br />
are determined according to<br />
the internationally accepted projected<br />
unit credit (PUC) method, which is<br />
predicated not only on expected future<br />
pay and pension increases but<br />
also other actuarial assumptions.<br />
The actuarial gains and losses ensuing<br />
from differences between actuarial<br />
assumptions and actual trends<br />
of the underlying parameters give rise<br />
to a gap between the present value of<br />
portions of a subsidiary’s net income<br />
and equity which are allocable to<br />
shares not held by Kolbenschmidt<br />
Pierburg <strong>AG</strong>, whether directly, or indirectly<br />
via other subsidiaries. Minority<br />
interests are shown in separate lines,<br />
in addition to debt and stockholders’<br />
the defined benefit obligation (DBO)<br />
and the pension liabilities accrued<br />
in the balance sheet. Actuarial gains<br />
and losses outside a 10-percent corridor<br />
of the DBO are distributed over<br />
the average residual service years of<br />
employees. The fair market value of<br />
any existing pension fund assets is<br />
deducted from pension accruals.<br />
Service cost is treated as personnel<br />
expense while the interest portion of<br />
pension provisions in the fiscal year<br />
is shown within the net financial<br />
result.<br />
Minority interests in losses are offset<br />
against the majority interests in the<br />
Group’s equity and Group net income<br />
unless a contractual obligation exists<br />
for the minority shareholders to absorb<br />
and offset such losses.<br />
The remaining accruals according to<br />
IAS 37 provide at balance sheet date<br />
for all identifiable legal and constructive<br />
commitments and obligations to<br />
third parties if based on past transactions<br />
or events and if their amount,<br />
due date or maturity is uncertain. If<br />
the probability of their utilization exceeds<br />
50 percent, accruals are measured<br />
at the best estimate of settlement<br />
amount. Noncurrent accruals are<br />
shown, if the effect of discounting is<br />
significant, at the settlement amount<br />
discounted as of balance sheet date.<br />
Liabilities Pursuant to IAS 39, liabilities are capital leases are recognized at the<br />
measured at amortized cost, which<br />
as a rule equals their settlement or<br />
repayment amounts. Liabilities under<br />
Prepaid and deferred items Such items are shown to appropriately Public grants and subsidies for<br />
recognize pro rata temporis (p.r.t.)<br />
prepaid rents, interest, insurance<br />
premiums, non-public investment<br />
grants or allowances, etc.<br />
present value of rents. Liabilities denominated<br />
in any non-euro currency<br />
are translated at the mean current rate.<br />
capital expenditures are recognized<br />
as deferred income in line with IAS 20.<br />
Operating income and expenses Net sales (revenues) and other oper- Operating expenses are recognized<br />
Derivative financial instruments<br />
Within the Kolbenschmidt Pierburg<br />
Group, financial derivatives are solely<br />
used to hedge against currency and<br />
interest rate risks from operations.<br />
In the prior-year accounts as of Dec.<br />
31, 2000, valuation units were regularly<br />
created between an underlying<br />
transaction and the offsetting hedge<br />
provided that, if intended and viewed<br />
at arm’s length, both the underlying<br />
transaction and the hedge were interrelated<br />
for one use and functional<br />
purpose, with the result that gains<br />
and losses from the underlying transactions<br />
and the hedge would very<br />
likely level. Where currency forwards<br />
contrasted with an asset or liability<br />
at balance sheet date, currency translation<br />
was based on the hedged rate.<br />
Where currency forwards referred to<br />
cash inflows or outflows in foreign<br />
currency, the derivative was not rec-<br />
ating income are recognized upon performance<br />
of the contract for goods/<br />
services or upon passage of risk to<br />
the customer.<br />
ognized due to the offsetting effect<br />
of the underlying transaction.<br />
An accrual provided for impending<br />
losses if a derivative was used to<br />
hedge proposed currency transactions<br />
and its market value was negative.<br />
Future interest rate differences from<br />
interest rate swaps were not recognized<br />
due to the compensatory effect<br />
of the underlying transaction. Option<br />
premiums paid when contracting interest<br />
rate or currency hedges, were<br />
carried under sundry assets at the<br />
lower of cost or market until the option<br />
was either exercised or expired.<br />
Upon the first-time application of IAS<br />
39 Financial Instruments as from<br />
January 1, <strong>2001</strong>, a financial derivative<br />
is initially recognized at settlement<br />
date, which would normally lag just a<br />
few days behind the trading date.<br />
Principally, any changes in the fair<br />
value of financial derivatives are<br />
immediately recognized in net income<br />
unless an effective hedge exists that<br />
when caused or when the underlying<br />
service, etc. is used.<br />
satisfies the criteria of IAS 39. In this<br />
case, the changes in the derivative’s<br />
value would not impact on net income<br />
until after the hedged underlying<br />
transaction has fallen due or<br />
been settled. If the derivative is a<br />
cash flow hedge (CFH) and hence<br />
used to effectively hedge expected<br />
future cash flows, changes in the<br />
financial derivative’s fair value are<br />
recognized under the other reserves<br />
only and not in net income.<br />
Changes in the value of financial derivatives<br />
used in fair value hedges<br />
(FVHs) to effectively hedge the fair<br />
value of recognized assets and liabilities<br />
are posted to net income as<br />
are any changes in the hedged assets<br />
or liabilities (where appropriate, by<br />
adjusting their book values), with the<br />
result that the compensatory effects<br />
are all reflected in the income statement.<br />
83
84<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the consolidated balance sheet<br />
(7) Fixed-asset analysis<br />
€million<br />
1-1-<strong>2001</strong><br />
First-time<br />
application<br />
of IAS 39<br />
Book<br />
Changes<br />
in<br />
consolidation<br />
Translation 12-31-<br />
Additions Disposals transfers group<br />
differences <strong>2001</strong> 1-1-<strong>2001</strong> Additions Disposals Write-up<br />
Intangible assets<br />
Development costs<br />
and other internally created intangible assets 8.7 0.0 4.3 0.0 0.0 0.0 0.0 13.0 3.8 1.7 0.0 0.0 0.0 0.0 0.0 5.5 4.9 7.5<br />
Concessions, franchises, industrial property rights and licenses 18.9 0.0 1.1 2.7 0.3 (2.6) 0.0 15.0 13.9 1.8 2.7 0.0 0.0 (2.6) 0.0 10.4 5.0 4.6<br />
Goodwill 61.5 0.0 0.0 0.0 (0.5) (1.3) 0.4 60.1 18.4 2.3 0.0 0.0 (0.5) 0.3 0.4 20.9 43.1 39.2<br />
Badwill from consolidation (6.6) 0.0 0.0 0.0 0.0 0.0 0.0 (6.6) (3.8) 0.0 0.0 (1.6) 0.0 0.0 0.0 (5.4) (2.8) (1.2)<br />
Prepayments on intangibles 0.3 0.0 3.4 0.0 (0.3) 0.0 0.0 3.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 3.4<br />
Tangible assets<br />
Land, equivalent titles and buildings<br />
82.8 0.0 8.8 2.7 (0.5) (3.9) 0.4 84.9 32.3 5.8 2.7 (1.6) (0.5) (2.3) 0.4 31.4 50.5 53.5<br />
(incl. buildings on leased land) 330.7 0.0 2.5 0.5 2.6 (0.2) 0.7 335.8 118.5 11.5 0.2 0.0 0.0 0.0 0.1 129.9 212.2 205.9<br />
Production plant and machinery 1,016.8 0.0 65.6 17.5 25.8 (0.7) 8.0 1,098.0 685.2 95.8 17.1 0.0 0.5 (0.8) 4.8 768.4 331.6 329.6<br />
Other plant, factory and office equipment 248.9 0.0 37.8 24.3 8.5 (3.5) (2.1) 265.3 183.4 34.8 23.7 0.0 0.0 (3.1) (1.8) 189.6 65.5 75.7<br />
Prepayments on tangibles, construction in progress 48.1 0.0 59.9 1.3 (36.4) (0.2) 0.4 70.5 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 48.1 70.5<br />
Financial assets<br />
1,644.5 0.0 165.8 43.6 0.5 (4.6) 7.0 1,769.6 987.1 142.1 41.0 0.0 0.5 (3.9) 3.1 1,087.9 657.4 681.7<br />
Shares in joint ventures 0.0 0.0 12.0 0.0 0.0 0.0 0.0 12.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 12.0<br />
Shares in associated affiliates 7.7 0.0 8.4 0.6 0.0 0.0 0.0 15.5 2.5 0.0 0.0 2.5 0.0 0.0 0.0 0.0 5.2 15.5<br />
Other long-term securities 3.7 21.6 0.0 0.0 0.0 0.0 0.0 25.3 0.3 0.0 0.0 0.0 0.0 0.0 0.0 0.3 3.4 25.0<br />
Other long-term loans 2.5 0.0 1.2 0.8 0.0 0.0 0.0 2.9 0.1 0.0 0.0 0.0 0.0 0.0 0.0 0.1 2.4 2.8<br />
13.9 21.6 21.6 1.4 0.0 0.0 0.0 55.7 2.9 0.0 0.0 (2.5) 0.0 0.0 0.0 0.4 11.0 55.3<br />
Total 1,741.2 21.6 196.2 47.7 0.0 (8.5) 7.4 1,910.2 1,022.3 147.9 43.7 (4.1) 0.0 (6.2) 3.5 1,119.7 718.9 790.5<br />
(8) Intangible assets The intangible assets mainly comprise<br />
goodwill from consolidation, as well<br />
as capitalized development costs.<br />
In the year under review, research<br />
expenses of €79.8 million were<br />
incurred (up from €79.1 million).<br />
Total amortization of intangible assets<br />
of €5.8 million (down from €6.5 million)<br />
includes write-down of €0.1 million<br />
(up from €0 million). The badwill<br />
was amortized to other operating income<br />
at €1.6 million (up from €1.3<br />
million).<br />
Gross values Amortization/depreciation/write-down<br />
Net values<br />
Book<br />
transfers<br />
Changes<br />
in<br />
consolidation<br />
group<br />
(9) Tangible assets Depreciation in the period totaled<br />
€142.1 million (down from €147.6<br />
million) and includes write-down at<br />
€1.3 million (down from €2.0 million).<br />
Under an impairment test, one company<br />
wrote down production plant and<br />
machinery due to the closedown of<br />
production lines which was approved<br />
in a final restructuring plan.<br />
Translation<br />
differences<br />
12-31-<br />
<strong>2001</strong><br />
12-31-<br />
2000<br />
12-31-<br />
<strong>2001</strong><br />
Encumbrances of €20.2 million (virtually<br />
unchanged) rest on land and<br />
buildings to collateralize long-term<br />
investment loans. Moreover, production<br />
plant and machinery of €9.7<br />
million (up from €2.2 million) and<br />
future fixed-asset additions of €4.0<br />
million (down from €11.5 million)<br />
were assigned as security for an investment<br />
loan.<br />
85
86<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the consolidated balance sheet<br />
Rents falling due under capital leases<br />
in the years ahead:<br />
The tangible assets capitalized under<br />
capital leases and from the consolidation<br />
of special-purpose leasing<br />
firms total €89.6 million (down from<br />
€99.2 million), of which €44.8 million<br />
(down from €46.2 million) is allocable<br />
to a long-term property lease and to<br />
the consolidation of several specialpurpose<br />
leasing firms formed to fi-<br />
Rents due in succeeding years under capital leases<br />
nance various properties and buildings;<br />
another €44.8 million (down<br />
from €53.0 million) refers exclusively<br />
to capital leases for production plant<br />
and machinery used in current production.<br />
Leases for personal property<br />
principally provide for a purchase<br />
option. Lease terms vary between<br />
4 and 10 years.<br />
€million 2002 2003-2006 after 2006<br />
Rents 13.7 49.8 45.7<br />
Discount 0.9 8.3 11.5<br />
Present values 12.8 41.5 34.2<br />
Rents include €37.4 million of<br />
payments to banks of consolidated<br />
special-purpose leasing firms.<br />
Rents due in succeeding years under operating leases<br />
€million 2002 2003-2006 after 2006<br />
Land and buildings 2.0 5.5 23.1<br />
Production plant and machinery 1.6 1.9 0.0<br />
Other leases 0.6 1.4 0.0<br />
The rents for land and buildings chiefly<br />
refer to a long-term property lease that<br />
neither includes a purchase option<br />
nor a firmly agreed passage of title<br />
and, therefore, is an operating lease.<br />
4.2 8.8 23.1<br />
In the year under review, €2.3<br />
million was paid under operating<br />
leases and recognized in net<br />
income. No subleases existed.<br />
(10) Financial assets Analysis of shares in joint ventures<br />
and associated affiliates:<br />
€million<br />
Joint ventures<br />
Kolbenschmidt Pierburg Shanghai<br />
Nonferrous Components Co. Ltd. 0.0 11.6 0.5 0.0 0.0 0.1 12.0<br />
Associated affiliates<br />
Pierburg Instruments GmbH, a subsidiary<br />
fully consolidated in 2000,<br />
has been stated at equity as of<br />
December 31, <strong>2001</strong>.<br />
Long-term securities<br />
The Kolbenschmidt Pierburg Shanghai<br />
Nonferrous Components Co. Ltd.<br />
joint venture was formed with effect<br />
as of April 1, <strong>2001</strong>. The joint venture’s<br />
€million<br />
Book<br />
value<br />
1-1-<strong>2001</strong> Additions<br />
P/L share<br />
Kolbenschmidt Shanghai Piston Co. Ltd. 5.2 0.0 0.5 0.6 2.5 0.0 7.6<br />
Pierburg Instruments GmbH 0.0 7.9 0.0 0.0 0.0 0.0 7.9<br />
5.2 7.9 0.5 0.6 2.5 0.0 15.5<br />
Assets 1) 22.5<br />
Equity 10.6<br />
Debt 2) 12.0<br />
Net sales 15.4<br />
EBT 0.5<br />
1) including income taxes and prepaid expenses & deferred charges<br />
2) accruals, liabilities, income taxes, deferred income<br />
The other long-term loans are carried<br />
at amortized cost pursuant to IAS 39.<br />
proratable assets, liabilities, income<br />
and expenses presented the following<br />
balances at Dec. 31, <strong>2001</strong>:<br />
€million 12-31- 12-31-<br />
2000 <strong>2001</strong><br />
Book value 3.4 25.0<br />
Fair value 25.0 25.0<br />
Unrealized gain 21.6 21.6<br />
All these securities are available for<br />
sale. The first-time application of IAS<br />
39 implied the initial fair valuation of<br />
one investee. €21.6 million was recognized<br />
as unrealized gain within equity.<br />
Dividend<br />
payments Write-up<br />
Goodwill<br />
amortization<br />
Book<br />
value<br />
12-31-<br />
<strong>2001</strong><br />
Long-term securities at a total book<br />
value of €0.8 million for which no<br />
quoted market price is available and<br />
whose fair value cannot reliably be determined<br />
are stated at amortized cost.<br />
87
88<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the consolidated balance sheet<br />
(11) Inventories<br />
(12) Receivables and sundry assets<br />
€million 12-31- 12-31-<br />
2000 <strong>2001</strong><br />
Raw materials and supplies 79.7 81.0<br />
Work in process 75.9 54.9<br />
Finished products and merchandise 104.4 107.1<br />
Prepayments made 4.9 1.3<br />
The book value of inventories stated<br />
at the lower NRV totals €68.9 million<br />
(down from €74.7 million). In the<br />
year under review, €2.8 million (down<br />
from €4.9 million) of inventories pre-<br />
The disclosed book values of the<br />
monetary assets covered by these<br />
items approximate their fair values.<br />
Under an ABT program, the Kolbenschmidt<br />
Pierburg Group sells trade<br />
receivables on a revolving basis up<br />
to a maximum volume of €129 million.<br />
After these receivables had still re-<br />
264.9 244.3<br />
viously written down was written up<br />
as NRV had risen.<br />
Inventories do not collateralize any<br />
liabilities.<br />
€million thereof thereof<br />
12-31- due after 12-31- due after<br />
2000 1 year <strong>2001</strong> 1 year<br />
Trade receivables<br />
thereof due from<br />
280.5 0.0 203.6 0.1<br />
group companies 0.0 0.0 3.4 0.0<br />
joint ventures and associated affiliates 0.0 0.0 1.2 0.0<br />
All other receivables and sundry assets 19.3 1.2 34.5 3.4<br />
299.8 1.2 238.1 3.5<br />
quired recognition as assets in 2000,<br />
contract amendments effective as from<br />
<strong>2001</strong> resulted in the sold receivables<br />
being treated as such pursuant to IAS<br />
39 and hence no longer recognized in<br />
the balance sheet. As of Dec. 31, <strong>2001</strong>,<br />
the receivables sold had a par value of<br />
€99.0 million.<br />
Breakdown of the remaining<br />
receivables and sundry assets:<br />
(13) Cash & cash equivalents<br />
(14) Income tax assets<br />
The deferred taxes include tax reduction<br />
claims of €22.4 million (up from<br />
€16.6 million) derived from loss carryovers<br />
utilizable in future periods. Loss<br />
carryovers are stated on the basis of<br />
corporate planning data at the amount<br />
of budgeted future taxable income.<br />
€million 12-31- 12-31-<br />
Accounts due for/from<br />
2000 <strong>2001</strong><br />
non-income taxes 5.9 11.2<br />
financing 1.9 7.8<br />
prepayments made 1.1 6.2<br />
guaranty fund 1.5 1.3<br />
investment grants/allowances 1.0 0.9<br />
sundry assets 7.9 7.1<br />
€million 12-31- 12-31-<br />
2000 <strong>2001</strong><br />
Cash on hand and in bank (incl. checks) 47.1 21.2<br />
Due under intercompany finance arrangements 7.7 0.0<br />
The accounts due under intercompany<br />
finance arrangements result from the<br />
investment of monies due on demand<br />
from Rheinmetall Finanz GmbH.<br />
Over and above the deferred tax assets<br />
from loss carryovers and tax credits,<br />
German and foreign tax loss carryovers<br />
exist at a total €131.7 million<br />
(up from €92.4 million) which was not<br />
recognizable. The German loss carryovers<br />
are not subject to expiration<br />
19.3 34.5<br />
54.8 21.2<br />
Such investments are not exposed<br />
to any valuation risk. Their fair value<br />
approximates their book value.<br />
€million 12-31- 12-31- thereof thereof not<br />
2000 <strong>2001</strong> recognized in recognized in<br />
Deferred taxes net income net income<br />
from temporary differences 22.7 18.4 18.3 0.1<br />
from loss carryovers 16.6 22.4 22.4 0.0<br />
39.3 40.8 40.7 0.1<br />
Income tax refundable by the tax office 7.0 4.5 4.5 0.0<br />
46.3 45.3 45.2 0.1<br />
whereas the foreign ones as a rule are<br />
(e.g., in the United States utilizable<br />
within 20 years). Furthermore, deferred<br />
tax assets from temporary<br />
differences at a total €104.6 million<br />
(up from €93.3 million) were not<br />
recognized. Deferred taxes adjusted<br />
89
90<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the consolidated balance sheet<br />
in prior periods were written up at<br />
€0.6 million (up from €0 million).<br />
According to the German Tax Reduction<br />
Act of Oct. 23, 2000, the changeover<br />
from the imputation system to<br />
the split rate system (split income<br />
taxation) is accompanied by a 15-year<br />
transition period during which dividends<br />
distributed from EK-40 equity<br />
portions formerly subject to the full<br />
(15) Total equity Kolbenschmidt Pierburg <strong>AG</strong>’s capital<br />
stock amounts to €87.1 million and is<br />
divided into 28,003,395 no-par bearer<br />
shares of fully voting common stock.<br />
There is no unpaid capital subscribed.<br />
The Executive Board is authorized to<br />
raise the capital stock on or before<br />
June 30, 2003, after first obtaining the<br />
Supervisory Board’s approval, by issuing<br />
once or several times new stock<br />
against cash contributions for an aggregate<br />
maximum of €25.6 million, duly<br />
granting the stockholders their subscription<br />
rights. However, the Executive<br />
Board is authorized with the Supervisory<br />
Board’s prior approval to exclude<br />
subscription rights to fractions and,<br />
moreover, to the extent required to<br />
grant the holders of option or conversion<br />
rights under bonds (whether<br />
floated or yet to be issued) the same<br />
statutory subscription right of Kolbenschmidt<br />
Pierburg <strong>AG</strong> stockholders as<br />
if such stock options or conversion<br />
rights had already been exercised<br />
(authorized capital I). In the year under<br />
review, part of the authorized capital I<br />
was utilized pursuant to Art. 4(2) of<br />
the Company’s articles of association<br />
to raise the capital stock by €3.6 million<br />
by issuing 1,400,200 no-par bearer<br />
shares of common stock. After this increase,<br />
a total 28,003,395 bearer<br />
shares of issued common stock have<br />
been outstanding.<br />
German income tax now entail a corporate<br />
income tax reduction and<br />
those distributed from EK-02 equity<br />
portions exempt from corporate income<br />
tax increase corporate income<br />
tax. As of December 31, <strong>2001</strong>, EK-40<br />
portions no longer existed and, therefore,<br />
no potential for any deferred tax<br />
relief did either. The potential for deferred<br />
tax burdens amounts to €0.5<br />
million.<br />
Furthermore, the Executive Board is<br />
authorized to raise the capital stock<br />
on or before June 30, 2003, after first<br />
obtaining the Supervisory Board’s<br />
approval, by issuing once or several<br />
times new stock against cash contributions<br />
for an aggregate maximum of<br />
€6.6 million. With the Supervisory<br />
Board’s prior approval, the Executive<br />
Board may generally exclude the<br />
subscription rights if issuing the new<br />
stock at a price that is not significantly<br />
below the market price. If the Executive<br />
Board does not exercise its authority<br />
to exclude subscription rights, such<br />
subscription may with the Supervisory<br />
Board’s approval nonetheless<br />
be excluded for fractions and to the<br />
extent required to grant the holders<br />
of option or conversion rights under<br />
bonds (whether already floated or yet<br />
to be issued) the same statutory subscription<br />
right of Kolbenschmidt Pierburg<br />
<strong>AG</strong> stockholders as if such stock<br />
options or conversion rights had<br />
already been exercised (authorized<br />
capital II).<br />
Moreover, the Executive Board has<br />
been authorized to acquire on or before<br />
December 12, 2002, treasury stock<br />
equivalent to an aggregate maximum<br />
of 10 percent of the current capital<br />
stock. In the year under review, the<br />
authority to repurchase any of the<br />
Company’s stock was not exercised.<br />
€million<br />
Upon transfer of the stock premium<br />
from the capital increase, the additional<br />
paid-in capital rose by €11.9<br />
million to €174.0 million.<br />
The other reserves include, besides<br />
the reserves retained by Kolbenschmidt<br />
Pierburg <strong>AG</strong> from earnings,<br />
also the other comprehensive income,<br />
which breaks down into the reserve<br />
for adjustments due to the first-time<br />
application of the IAS (which are recognized<br />
in equity only), differences<br />
from currency translation, as well as<br />
reserves from fair valuation.<br />
The analysis in <strong>2001</strong> of such reserves<br />
presents the following picture:<br />
Initial application of IAS 39 (Jan. 1, <strong>2001</strong>)<br />
Deferred taxes on differences<br />
0.0 21.6 21.6<br />
from the first-time application of IAS 39 (Jan. 1, <strong>2001</strong>) 0.0 (8.7) (8.7)<br />
Balance at January 1, <strong>2001</strong> 0.0 12.9 12.9<br />
Changes in the fair valuation of derivatives (0.4) 0.0 (0.4)<br />
Deferred taxes on changes in the hedge reserve 0.1 0.0 0.1<br />
Balance at December 31, <strong>2001</strong> (0.3) 12.9 12.6<br />
(16) Accruals for pensions and<br />
similar obligations<br />
Hedge<br />
reserve<br />
The differences from the fair valuation<br />
of interest rate swaps (which mature in<br />
2005) were transferred to the hedge<br />
reserve.<br />
These accruals provide for obligations<br />
under vested rights and current pensions<br />
payable to eligible active and<br />
former employees and their surviving<br />
dependants. Such commitments<br />
primarily encompass pensions, both<br />
basic and supplementary. The individual<br />
confirmed pension entitlements<br />
are based on benefits that vary according<br />
to country and company and,<br />
as a rule, are measured according to<br />
service years and employee pay.<br />
Being a noncurrent provision for the<br />
accumulated postretirement benefit<br />
obligation, the accrued health care<br />
obligations to the retirees of some<br />
US group companies are also included<br />
in the pension accruals recognized<br />
hereunder.<br />
Securities<br />
available<br />
for sale<br />
Reserves<br />
from fair<br />
valuation<br />
The separate financial statements of<br />
Kolbenschmidt Pierburg <strong>AG</strong> close the<br />
fiscal year with net earnings of €14.0<br />
million, proposed to be distributed in<br />
full to pay a cash dividend of €0.50<br />
per no-par share of stock.<br />
The company pension system consists<br />
of both defined-contribution and defined-benefit<br />
plans. Under a DCP, the<br />
company incurs no obligations other<br />
than the payment of contributions to<br />
earmarked funds. These pension expenses<br />
are shown within personnel<br />
expenses. In the year under review,<br />
a total €32.6 million (up from €31.9<br />
million) was paid to DCPs.<br />
Under defined benefit plans, a company<br />
is obligated to meet its confirmed<br />
commitments to active and former<br />
employees. In accordance with IAS 19,<br />
the projected unit credit (PUC) method<br />
is used to measure accrued defined<br />
benefit obligations. To this end, the<br />
present value of the defined benefit<br />
91
92<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the consolidated balance sheet<br />
obligation (DBO) is determined<br />
through actuarial techniques on the<br />
basis of assumptions about mortality,<br />
pay and pension rises, employee<br />
turnover, interest rate trends, as well<br />
as additional parameters. The fair<br />
The following actuarial parameters<br />
has been assumed to determine<br />
the present value of the DBO of all<br />
German pension obligations:<br />
Analysis of pension accruals<br />
as of December 31:<br />
Breakdown and reconciliation of pension accruals:<br />
value of current plan assets is offset<br />
against the accrual. Service cost is<br />
disclosed within personnel expenses,<br />
interest cost and expected return on<br />
plan assets being shown under the<br />
net interest result.<br />
in % 12-31- 12-31-<br />
2000 <strong>2001</strong><br />
Discount rate 6.25 5.75<br />
Pay rise 3.00 3.00<br />
Pension rise 1.25 1.25<br />
Expected return on plan assets 8.84 8.87<br />
Locally adjusted assumptions<br />
underlie the obligations to employees<br />
abroad.<br />
€million 2000 <strong>2001</strong><br />
Carryover 272.4 291.3<br />
Translation difference 11.2 3.8<br />
Change in consolidation group 7.6 (2.2)<br />
Pensions paid (25.0) (24.9)<br />
<strong>Annual</strong> provision 25.1 19.7<br />
Balance at December 31 291.3 287.7<br />
€million 12-31- 12-31-<br />
2000 <strong>2001</strong><br />
Present value of non-funded DBO 252.9 273.9<br />
Present value of plan-funded DBO 118.6 133.7<br />
Total present value of DBO 371.5 407.6<br />
Plan assets at fair value (77.7) (80.7)<br />
Adjustment for unrecognized actuarial losses (2.5) (39.2)<br />
Accruals for pensions and similar obligations 291.3 287.7<br />
Breakdown of plan assets:<br />
Breakdown of pension expense:<br />
The €36.7 million hike of the unrecognized<br />
adjustment of actuarial losses<br />
to €39.2 million was caused at €9.9<br />
million by the reduced German DBO<br />
discount rate (down from 6.25 to 5.75<br />
percent). Another €13.9 million of the<br />
increase was attributable to the negative<br />
variance of the expected return<br />
on the US plan assets from the actual<br />
income realized in the fiscal year.<br />
The rising retiree rate in <strong>2001</strong> and the<br />
€million 12-31- 12-31-<br />
2000 <strong>2001</strong><br />
Guaranteed deposits 6.6 8.1<br />
Equities 45.5 38.8<br />
Government and corporate bonds 25.3 18.3<br />
Cash & cash equivalents 0.3 15.5<br />
Plan assets 77.7 80.7<br />
In <strong>2001</strong>, plan assets returned a loss of<br />
€4.6 million, comparing with a profit<br />
of €1.5 million the year before.<br />
higher health care costs stepped up<br />
actuarial losses by €6.9 million and<br />
€4.6 million, respectively. The remaining<br />
surge in actuarial loss was<br />
accounted for by the lower discount<br />
rate for US DBO, down from 7.0 to<br />
6.5 percent. Under the terms of IAS 19,<br />
actuarial gains and losses are expensed<br />
over the average residual<br />
service years if outside a corridor<br />
of 10 percent of total DBO.<br />
€million 2000 <strong>2001</strong><br />
Current service cost 8.4 4.5<br />
Amortized actuarial gains and losses (0.1) 0.1<br />
Past service cost 0.1 0.1<br />
Effects of plan curtailments/settlements 0.0 0.1<br />
Expected return on plan assets (7.0) (6.9)<br />
Compounding of expected pension obligations 23.0 23.9<br />
24.4 21.8<br />
93
94<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the consolidated balance sheet<br />
(17) Other accruals (18) Liabilities<br />
€million<br />
1-1-<strong>2001</strong> Utilized<br />
Released<br />
Added/<br />
newly<br />
provided<br />
Compounded<br />
Change in<br />
consolidation<br />
group<br />
Translation<br />
differences/<br />
sundry<br />
Warranties 24.3 (6.0) (2.8) 3.4 0.2 (0.3) 0.2 19.0<br />
Identifiable losses 29.9 (17.3) (0.8) 2.8 0.0 0.0 0.8 15.4<br />
Yet unbilled costs 4.3 (3.9) (0.1) 6.2 0.0 (0.2) 0.0 6.3<br />
Restructuring 5.4 (2.9) (0.5) 0.9 0.0 0.0 0.1 3.0<br />
Personnel 55.6 (36.4) (1.0) 36.1 0.0 (0.8) (0.1) 53.4<br />
Other 25.4 (10.2) (2.8) 11.6 0.2 0.0 0.1 24.3<br />
€million<br />
12-31-<br />
<strong>2001</strong><br />
144.9 (76.7) (8.0) 61.0 0.4 (1.3) 1.1 121.4<br />
Known specific warranty risks are<br />
accrued at the anticipated amount of<br />
the obligation.<br />
Accruals for identified losses provide<br />
for binding purchasing obligations.<br />
Any economic risks beyond are also<br />
adequately provided for.<br />
Accruals for obligations to personnel<br />
basically provide for accrued vacation,<br />
residual annual leave, overtime and<br />
flextime at a total €22.0 million<br />
(down from €24.5 million), for preretirement<br />
part-time work at €10.6<br />
within 1 year<br />
million (down from €11.1 million),<br />
and for termination benefits at €8.4<br />
million (up from €6.3 million).<br />
The other accruals cover environmental<br />
risks, bonuses, discounts and<br />
rebates, as well as legal, consultancy<br />
and audit fees.<br />
Unchanged versus the year before,<br />
no refunds are expected from accruals.<br />
The following cash outflows are expected<br />
from each of the noncurrent<br />
accrual categories:<br />
1-5 years<br />
after 5 years<br />
Warranties 15.4 3.6 0.0 19.0<br />
Identifiable losses 15.4 0.0 0.0 15.4<br />
Yet unbilled costs 6.3 0.0 0.0 6.3<br />
Restructuring 2.6 0.4 0.0 3.0<br />
Personnel 45.2 6.7 1.5 53.4<br />
Others 23.2 0.7 0.4 24.3<br />
Total<br />
108.1 11.4 1.9 121.4<br />
€million<br />
Financial debts<br />
due to banks 193.1 29.8 53.2 168.9 45.9 30.5<br />
due to nonconsolidated group companies 0.0 0.0 0.0 18.5 18.5 0.0<br />
under leases 58.1 12.0 18.1 88.5 12.8 32.5<br />
other 96.5 96.5 0.0 1.1 0.7 0.4<br />
347.7 138.3 71.3 277.0 77.9 63.4<br />
Trade payables 162.4 162.4 0.0 152.6 152.6 0.0<br />
All other liabilities<br />
prepayments received on orders 10.4 10.4 0.0 3.4 3.4 0.0<br />
notes payable 5.2 5.2 0.0 5.2 5.2 0.0<br />
sundry liabilities 44.7 44.7 0.0 92.7 91.2 0.0<br />
The sundry liabilities break down as follows:<br />
12-31-<br />
2000<br />
thereof<br />
due<br />
within<br />
96<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the consolidated balance sheet<br />
The analysis below reflects the terms<br />
and book and fair values of financial<br />
debts:<br />
Due to banks<br />
Weighted average<br />
rate <strong>2001</strong><br />
%<br />
Weighted average<br />
rate <strong>2001</strong><br />
%<br />
Rates fixed<br />
up to<br />
Book value<br />
12-31-2000<br />
€million<br />
Fair value<br />
12-31-2000<br />
€million<br />
Book value<br />
12-31-<strong>2001</strong><br />
€million<br />
Fair value<br />
12-31-<strong>2001</strong><br />
€million<br />
4.5 2002 31.4 31.4 44.9 44.9<br />
4.9 2004 46.0 43.8 46.0 45.8<br />
7.9 2005 51.9 53.1 52.4 58.0<br />
5.4 2020 25.6 20.5 25.6 19.8<br />
Due to the banks of nonconsolidated special-purpose leasing firms<br />
Due under capital leases<br />
Weighted average<br />
rate <strong>2001</strong><br />
%<br />
Rates fixed<br />
up to<br />
5.96 2008 38.2 35.3 37.4 37.6<br />
Rates fixed<br />
up to<br />
Book value<br />
12-31-2000<br />
€million<br />
Book value<br />
12-31-2000<br />
€million<br />
Fair value<br />
12-31-2000<br />
€million<br />
Fair value<br />
12-31-2000<br />
€million<br />
Book value<br />
12-31-<strong>2001</strong><br />
€million<br />
Book value<br />
12-31-<strong>2001</strong><br />
€million<br />
Fair value<br />
12-31-<strong>2001</strong><br />
€million<br />
Fair value<br />
12-31-<strong>2001</strong><br />
€million<br />
4.0 2002 5.3 4.9 0.0 0.0<br />
6.5 2003 3.7 4.0 0.8 0.9<br />
6.1 2004 6.5 7.3 3.3 3.5<br />
5.9 2005 7.0 7.0 3.1 3.2<br />
5.1 2006 0.0 0.0 6.8 7.3<br />
8.1 2008 6.7 6.7 15.6 18.6<br />
6.5 2009 1.4 1.3 1.2 1.3<br />
6.5 2010 4.0 3.9 3.7 4.0<br />
6.5 2011 2.0 1.9 2.0 2.1<br />
7.7 2020 0.0 0.0 7.6 9.3<br />
The monies maturing in 2002 are<br />
short-term borrowings whose book<br />
values approximate their fair values.<br />
(19) Income tax liabilities<br />
€million<br />
Deferred taxes 4.2 17.9 9.2 8.7<br />
Current income taxes 40.1 16.7 16.7 0.0<br />
The deferred tax assets and liabilities refer to the following:<br />
(20) Deferred income<br />
12-31-<br />
2000<br />
The deferred public grants and subsidies<br />
mainly refer to investment grants.<br />
In the year under review, grants of<br />
€4.1 million (down from €5.3 million)<br />
were received.<br />
12-31-<br />
<strong>2001</strong><br />
thereof<br />
recognized in<br />
net income<br />
thereof not<br />
recognized in<br />
net income<br />
44.3 34.6 25.9 8.7<br />
€million 12-31- 12-31- 12-31- 12-31-<br />
2000<br />
assets<br />
2000<br />
liabil.<br />
<strong>2001</strong><br />
assets<br />
<strong>2001</strong><br />
liabil.<br />
Loss carryovers and tax credits 16.6 0.0 22.4 0.0<br />
Tangible assets 15.3 (56.5) 13.4 (67.0)<br />
Pension accruals 25.1 0.0 22.6 0.0<br />
Other accruals 12.1 (0.4) 9.8 0.0<br />
Liabilities 56.3 (38.6) 89.3 (75.8)<br />
Sundry 12.3 (7.1) 31.5 (23.3)<br />
Offset (98.4) 98.4 (148.2) 148.2<br />
39.3 (4.2) 40.8 (17.9)<br />
€million 12-31- 12-31-<br />
2000 <strong>2001</strong><br />
Deferred grants by customers 10.6 19.7<br />
Deferred public grants and subsidies 7.2 3.6<br />
17.8 23.3<br />
97
98<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the consolidated income statement<br />
(21) Net sales For a breakdown of the net sales of<br />
€1,825.5 million (up from €1,776.2<br />
(22) Net inventory changes, other<br />
work and material capitalized<br />
(23) Other operating income<br />
(24) Cost of materials<br />
€million 2000 <strong>2001</strong><br />
Change in inventories<br />
of finished products and work in process 17.0 (11.3)<br />
Other work and material capitalized 11.3 19.1<br />
The cost of materials decreased in <strong>2001</strong><br />
as inventories were written up at €2.8<br />
million (down from €4.9 million).<br />
28.3 7.8<br />
€million 2000 <strong>2001</strong><br />
Cost of raw materials, supplies,<br />
million) by divisions and regions, see<br />
the segment reports.<br />
€million 2000 <strong>2001</strong><br />
Income from the release of accruals 4.0 7.8<br />
Income from damages/claims 2.2 6.8<br />
Gain from the deconsolidation of subsidiaries<br />
Income from the payment of bad debts charged off<br />
0.0 4.8<br />
and from the reversal of bad-debt allowances 1.5 3.0<br />
Income from credit notes for prior periods 1.9 2.7<br />
Income from investment grants 1.9 1.6<br />
Income from the release of badwill 1.3 1.6<br />
Rental income 1.8 1.5<br />
All other 19.8 27.3<br />
34.4 57.1<br />
and merchandise purchased 808.7 841.7<br />
Cost of services purchased 65.9 82.3<br />
874.6 924.0<br />
(25) Personnel expenses<br />
(26) Amortization/<br />
depreciation/write-down<br />
€million 2000 <strong>2001</strong><br />
Wages and salaries 420.8 414.4<br />
Social security taxes<br />
Expenses for pensions<br />
46.2 46.0<br />
and related employee benefits 61.0 61.6<br />
Pension expense primarily reflects<br />
the annual provision for accrued<br />
pension liabilities — cf. Note (23) —<br />
and the DCP contributions.<br />
The companies consolidated for the<br />
last time in 2000 accounted for 217<br />
employees.<br />
For a breakdown by amortization and<br />
depreciation, see the notes to the respective<br />
fixed-asset lines.<br />
Write-down was charged to tangible<br />
and intangible assets at €1.3 million<br />
528.0 522.0<br />
<strong>Annual</strong> average headcount 2000 <strong>2001</strong><br />
Air Supply & Pumps 4,077 4,058<br />
Pistons 5,772 5,563<br />
Plain Bearings 1,115 1,069<br />
Aluminum Technology 677 725<br />
MotorEngineering 210 193<br />
Motor Service 395 390<br />
Other 49 42<br />
12,295 12,040<br />
(down from €2.0 million), largely<br />
for impairment losses of production<br />
plant and machinery which, due to<br />
restructuring, can no longer be used<br />
in the future.<br />
99
100<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the consolidated income statement<br />
(27) Other operating expenses<br />
€million 2000 <strong>2001</strong><br />
M&R 47.7 55.1<br />
Other general administration 36.7 43.8<br />
Selling, promotion and advertising 29.7 25.7<br />
Rheinmetall Group allocations and service fees 13.1 16.9<br />
Legal, consultancy and audit fees 7.3 10.9<br />
Rents 11.2 10.4<br />
Other payroll incidentals 12.4 9.0<br />
Non-income taxes 6.5 6.6<br />
Losses from damaging events 0.4 5.9<br />
Severance packages, termination benefits, preretirement part-time work 5.6 5.8<br />
Insurances 6.0 5.6<br />
Outsourced support services 3.6 2.7<br />
Warranties 7.1 2.2<br />
Write-down of current assets 6.4 1.8<br />
All other 45.1 7.8<br />
(28) Net interest expense<br />
Income from the release of accruals<br />
was offset at €20.6 million (up from<br />
238.8 210.2<br />
€11.6 million) against other operating<br />
expenses.<br />
€million 2000 <strong>2001</strong><br />
Interest income<br />
return on plan assets 7.0 6.9<br />
from long-term loans and financial receivables 0.0 0.2<br />
other interest and similar income 1.7 0.9<br />
Interest expense<br />
8.7 8.0<br />
from capital leases (2.6) (2.8)<br />
compounding of pensions (23.0) (23.9)<br />
compounding of other noncurrent accruals (0.3) (0.4)<br />
other interest and similar expenses (15.7) (21.7)<br />
(41.6) (48.8)<br />
(32.9) (40.8)<br />
(29) Net investment income and<br />
other financial results<br />
(30) Income taxes<br />
€million 2000 <strong>2001</strong><br />
Net investment income<br />
from joint ventures 0.0 0.4<br />
from associated affiliates 0.5 2.8<br />
from other long-term securities 0.7 0.8<br />
Other financial results<br />
1.2 4.0<br />
from foreign exchange 3.3 0.3<br />
from financial derivatives 0.0 (0.3)<br />
The table below reconciles the expected<br />
to the recognized tax expense,<br />
which is determined by multiplying<br />
EBT by a tax rate of 40 percent (down<br />
4.5 4.0<br />
€million 2000 <strong>2001</strong><br />
Current income tax expense 31.1 18.1<br />
Refunds for prior years (0.5) (4.0)<br />
Deferred taxes (16.4) 3.6<br />
14.2 17.7<br />
from 50). This tax expense comprises<br />
German corporate income tax, the<br />
solidarity surtax thereon, and municipal<br />
trade tax.<br />
€million 2000 <strong>2001</strong><br />
EBT 21.6 49.5<br />
Expected tax expense 10.8 19.8<br />
Differences from German tax rates 1.0 (1.0)<br />
Differences from foreign tax rates (1.4) (1.3)<br />
Losses of subsidiaries not subjected to deferred taxation 11.4 11.1<br />
Tax-exempt income and nondeductible expenses (5.3) (3.5)<br />
Nondeductible goodwill amortization 0.7 1.2<br />
Adjustment for nonperiod income taxes 0.6 (0.5)<br />
Reduction of deferred taxes due to tax rate change (1.3) 0.0<br />
Tax privileges for capital expenditures 0.0 (2.4)<br />
Tax changes from accounting for the tax burden on next-year distribution (3.3) (4.9)<br />
Other 1.0 (0.8)<br />
Effective tax expense 14.2 17.7<br />
Effective tax rate in % 66% 36%<br />
Expected tax rate in % 50% 40%<br />
101
102<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the consolidated income statement<br />
(31) Minority interests Minority interests in profit came to<br />
€0.9 million (down from €1.4 million)<br />
and in loss to €1.2 million (down from<br />
€1.6 million).<br />
(32) Earnings per share (EpS) EpS is obtained by dividing the weighted<br />
average number of shares issued<br />
and outstanding in the fiscal year into<br />
the Group’s earnings. The capital was<br />
increased by issuing 1,400,200 new<br />
no-par shares in mid-July <strong>2001</strong>.<br />
Neither as of December 31, <strong>2001</strong> nor<br />
2000, were any shares outstanding<br />
that could dilute earnings per share.<br />
Therefore, both in the year under review<br />
and the previous year, the undiluted<br />
EpS equals the diluted EpS.<br />
€ 2000 <strong>2001</strong><br />
Group earnings<br />
(after minority interests) 7,563,080 32,123,570<br />
Weighted average number of shares 26,603,195 27,244,953<br />
Earnings per share (EpS) 0.28 1.18<br />
Comments on the cash flow statement<br />
(33) Cash flow statement The cash flow statement conforms with<br />
IAS 7 and breaks down into the cash<br />
flows generated by operating, investing<br />
and financing activities. The effects of<br />
changes in the consolidation group are<br />
eliminated but they and parity changes,<br />
if impacting on cash & cash equivalents,<br />
are shown in separate lines.<br />
Starting from the beginning of period<br />
(BoP) balance of cash & cash equivalents,<br />
this statement shows a slightly<br />
higher cash flow of €174.4 million.<br />
The net cash provided by operating<br />
activities was virtually unchanged at<br />
€127.5 million and included a cash<br />
inflow from interest of €1.1 million<br />
(down from €1.7 million) and a cash<br />
outflow for interest of €21.3 million<br />
(up from €15.3 million). Income taxes<br />
paid came to €37.6 million (up from<br />
€21.5 million), those refunded totaling<br />
€1.5 million (down from €2.6 million).<br />
The dividends received from associated<br />
affiliates and investees amounted to<br />
€0.7 million (up from €0.6 million).<br />
The net cash used in investing activities<br />
sank €9.6 million to €164.3 million.<br />
The cash outflow for acquisitions totaled<br />
€11.6 million and represented<br />
the purchase price of Kolbenschmidt<br />
Pierburg Shanghai Nonferrous Components<br />
Co Ltd., an investee carried at<br />
equity. The disposal of Pierburg Instruments<br />
Inc. produced a cash inflow of<br />
€6.0 million. When the stake in Pierburg<br />
Instruments GmbH was transferred,<br />
a €14.4 million loan was repaid. All<br />
acquisitions and disposals were settled<br />
in cash.<br />
Cash inflows and outflows from<br />
financing activities almost balanced.<br />
The remaining finance requirements<br />
are shown in the change in cash &<br />
cash equivalents. Cash & cash equivalents<br />
are identical in the cash flow<br />
statement and balance sheet.<br />
103
104<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Comments on the segment reports Supplementary disclosures<br />
(34) Segment reports In accordance with the Kolbenschmidt<br />
Pierburg Group’s internal controlling<br />
organization, the Group breaks down<br />
into six divisions, viz.<br />
– Air Supply & Pumps<br />
– Pistons<br />
– Plain Bearings<br />
– Aluminum Technology<br />
– MotorEngineering<br />
– Motor Service<br />
as primary segments.<br />
The “Others/consolidation” column<br />
includes, apart from the Group’s<br />
parent (Kolbenschmidt Pierburg <strong>AG</strong>),<br />
further companies not allocable to any<br />
defined segment, as well as<br />
consolidation transactions.<br />
With economic effect as of December<br />
31, <strong>2001</strong>, the MotorEngineering division<br />
was deconsolidated, which is<br />
why no balance sheet data is reported<br />
for <strong>2001</strong> for this segment.<br />
Responsibilities are clearly separated<br />
between the segments and Kolbenschmidt<br />
Pierburg <strong>AG</strong>, which performs<br />
the functions of a strategic management<br />
holding company. Both corporate<br />
governance and internal reporting<br />
have been structured accordingly.<br />
The companies belonging in each<br />
segment/division result from the list<br />
headed “Group of consolidated companies”<br />
on pages 110 and 111. In line<br />
with the Kolbenschmidt Pierburg<br />
Group’s shareholder value concept,<br />
segment assets and liabilities include<br />
the essential assets (excluding cash<br />
& cash equivalents) and liabilities (excluding<br />
pension accruals and financial<br />
debts). Capital employed (CE), which<br />
is used to generate EBIT, is deter-<br />
mined as the difference between<br />
segment assets and liabilities. The<br />
return on capital employed (ROCE)<br />
equals EBIT divided into average<br />
capital employed (average of the<br />
balances at December 31, 2000 and<br />
<strong>2001</strong>). Net financial debts reflect the<br />
sum total of financial debts (current<br />
and noncurrent) less cash & cash<br />
equivalents.<br />
The intersegment transfers principally<br />
indicate sales among divisions and<br />
are priced as if at arm’s length.<br />
EBITDA means earnings before interest,<br />
taxes, depreciation and amortization.<br />
Write-up of badwill has consistently<br />
been included in EBITDA. The EBIT<br />
margin equals EBIT divided into total<br />
segment sales.<br />
Capital expenditures and amortization/depreciation<br />
refer to tangible<br />
and intangible assets (including<br />
goodwill).<br />
(35) Contingent liabilities<br />
Contingent liabilities under bonds and<br />
guaranties total €2.6 million (up from<br />
€1.9 million), while none exist to joint<br />
venture creditors.<br />
Due to its hardly probable utilization,<br />
the provision for several accrued liabilities<br />
with a potential impact on<br />
future net incomes of €0.9 million<br />
(up from €0 million) had to be waived.<br />
(36) Other financial obligations As of December 31, <strong>2001</strong>, the commitments<br />
to purchase tangible and intangible<br />
assets totaled €36.6 million (up<br />
from €31.4 million).<br />
(37) Subsequent events After closing the fiscal year, Kolbenschmidt<br />
Pierburg <strong>AG</strong>’s Executive Board<br />
decided to shut down part of the<br />
Ft. Wayne, Indiana, plant at the turn<br />
of 2002/03 in order for the US Pistons<br />
subsidiaries to return to sustained<br />
profitability as early as possible.<br />
(38) Stock appreciation rights<br />
(SARs)<br />
Since 1999, the Kolbenschmidt Pierburg<br />
Group has granted qualifying<br />
managerial staff SARs for them to<br />
participate in any stock appreciation.<br />
SAR programs are basically phantom<br />
stock option plans under which participants<br />
receive a cash compensation<br />
upon exercise that equals the difference<br />
between the stock price at exercise<br />
date and the base (reference)<br />
price. There are two different programs.<br />
For managerial staff, this base price<br />
has been fixed at the arithmetic mean<br />
of the closing prices quoted on the 10<br />
market days preceding plan commencement;<br />
for executive board members,<br />
the base price is determined at<br />
50 percent from the arithmetic mean<br />
of the closing prices of Kolbenschmidt<br />
Pierburg common stock and, at 25<br />
percent each, from the arithmetic<br />
Refunds of €0.3 million (up from €0<br />
million) are expected for contingent<br />
liabilities.<br />
One consequence is that this plant at<br />
Ft. Wayne will be reformatted for its<br />
use as mass production location only,<br />
the idled machines being largely employed<br />
elsewhere by other companies<br />
of the Group.<br />
mean of Rheinmetall preferred and<br />
common stock. Either SAR program<br />
has an overall term of 7 years: after<br />
a 3-year qualifying period, SARs may<br />
be exercised during defined time windows<br />
during the residual 4-year term.<br />
If not exercised during such period or<br />
when eligible staff leave Kolbenschmidt<br />
Pierburg for any reason other than retirement<br />
or death, the SARs become<br />
forfeited and lapse. SARs cannot be<br />
exercised unless and until the base<br />
price has been exceeded by 25 percent<br />
or more on the day of exercise.<br />
105
106<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Supplementary disclosures<br />
(39) Hedging policy and<br />
financial derivatives<br />
Key parameters of the SAR programs<br />
launched to date:<br />
SAR<br />
program<br />
Executive board<br />
Exercisable<br />
after<br />
Base<br />
price<br />
Number<br />
issued<br />
thereof<br />
forfeited<br />
after<br />
12-31-00<br />
thereof<br />
forfeited<br />
in<br />
<strong>2001</strong><br />
SARs as of<br />
12-31-01<br />
1998 end-<strong>2001</strong> 18.09 70,000 0 30,000 40,000<br />
1999 end-2002 12.95 60,000 0 30,000 30,000<br />
2000 end-2003 9.24 60,000 0 30,000 30,000<br />
100,000<br />
Managerial staff<br />
1999 end-2002 15.07 247,500 5,000 7,500 235,000<br />
2000 end-2003 13.29 247,500 0 2,500 245,000<br />
At the end of <strong>2001</strong>, Kolbenschmidt Pierburg<br />
<strong>AG</strong>’s Executive Board resolved to<br />
continue the SAR program. The SARs<br />
under the <strong>2001</strong> program will mostly be<br />
granted in Q1/2002, a minor portion<br />
having been promised within the year<br />
The operations and financial transactions<br />
of Kolbenschmidt Pierburg as<br />
an international group are exposed to<br />
financial risks, mainly from exchange<br />
rate volatility and interest rate changes.<br />
In accordance with the groupwide implemented<br />
risk management system<br />
of Kolbenschmidt Pierburg <strong>AG</strong>, such<br />
risks are not only identified, analyzed<br />
and measured but also managed<br />
through derivative financial instruments.<br />
No such derivatives may be acquired<br />
for speculation. Counterparties of Kolbenschmidt<br />
Pierburg Group companies<br />
for contracting financial derivatives are<br />
exclusively German and foreign banks<br />
of prime standing. By setting these<br />
high standards on counterparties, the<br />
risk of uncollectible debts is minimized.<br />
All transactions involving financial derivatives<br />
are subject to stringent monitoring,<br />
which is particularly ensured by<br />
the strict segregation of the contracting,<br />
settlement and control functions.<br />
480,000<br />
under review. Obligations under SARs<br />
are fair-valued pro rata temporis by<br />
using an option price model. An accrual<br />
of €0.3 million (up from €0 million)<br />
provides for the obligations incurred up<br />
to December 31, <strong>2001</strong>.<br />
Currency risk<br />
Due to the international nature of the<br />
Kolbenschmidt Pierburg Group’s business,<br />
certain operational currency<br />
risks arise from the fluctuating parity<br />
of the euro to other currencies. Open<br />
positions exposed to a currency risk<br />
are principally hedged through financial<br />
derivatives, generally currency<br />
forwards or futures.<br />
Interest rate risk<br />
The Kolbenschmidt Pierburg Group’s<br />
financing activities also use such<br />
funding tools as floating-rate facilities.<br />
Interest rate hedges such as caps/<br />
floors/collars and interest rate swaps<br />
contain the risks emanating from<br />
market rate changes.<br />
These hedges are contracted centrally<br />
by Kolbenschmidt Pierburg <strong>AG</strong>. The<br />
interest rate swaps are embedded in<br />
a cash flow hedge with loan arrange-<br />
ments and, therefore, the differences<br />
from fair value remeasurement are<br />
recognized in equity only (reserves<br />
retained from earnings).<br />
As of December 31, <strong>2001</strong>, the currency<br />
and interest rate hedges tabled below<br />
have existed, their notional volumes<br />
being shown non-netted and thus reflecting<br />
the total amounts of all indiv-<br />
idual contracts. Being marked to the<br />
market at December 31, the fair values<br />
of financial derivatives correspond to<br />
prices in arm’s length transactions.<br />
Currency hedges<br />
Notional volume Maturing after<br />
Fair market values<br />
€million 12-31-00 12-31-01<br />
(months) 12-31-00 12-31-01<br />
Currency forwards/futures 98.9 40.6 3 (0.9) (0.5)<br />
Interest rate hedges<br />
Notional volume Maturing after<br />
Fair market values<br />
€million 12-31-00 12-31-01<br />
(months) 12-31-00 12-31-01<br />
Swaps 15.6 15.2 42 (0.9) (1.5)<br />
Other derivatives 25.0 25.0 33-35 0.1 0<br />
(40) Transactions with<br />
related companies<br />
The subsidiaries consolidated by Kolbenschmidt<br />
Pierburg <strong>AG</strong> directly or<br />
indirectly maintain ordinary business<br />
relations with many nonconsolidated<br />
group companies, as well as associated<br />
affiliates and joint ventures. Any and<br />
all trade transactions conducted in the<br />
scope of ordinary day-to-day business<br />
with unconsolidated related companies<br />
conform with the arm’s length principle.<br />
In addition, Rheinmetall <strong>AG</strong> as Kolbenschmidt<br />
Pierburg <strong>AG</strong>’s majority stockholder<br />
as well as Rheinmetall service<br />
companies provide extensive services<br />
to companies of the Kolbenschmidt<br />
Pierburg Group, including (without<br />
being limited to) legal, tax and PR consultancy<br />
and support, data processing<br />
and insurance services.<br />
In the scope of the cash management<br />
system of majority stockholder Rheinmetall<br />
<strong>AG</strong>, the Kolbenschmidt Pierburg<br />
Group invests and/or borrows cash &<br />
cash equivalents within the Rheinmetall<br />
Group. All cash management<br />
business is transacted as if at arm’s<br />
length.<br />
107
108<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Notes<br />
Supplementary disclosures<br />
Volume of services provided to/by<br />
related companies:<br />
€million Volume of<br />
services rendered<br />
2000 <strong>2001</strong> 2000 <strong>2001</strong><br />
Rheinmetall <strong>AG</strong> 0.2 0.2 6.4 4.9<br />
Rheinmetall Service Gesellschaft mbH 0.0 0.0 0.0 1.2<br />
Rheinmetall Finanz GmbH 0.1 0.0 0.0 0.0<br />
Rheinmetall Informationssysteme GmbH 1.5 1.6 20.9 22.6<br />
Jagenberg London Ltd. 0.0 0.0 0.2 0.2<br />
(41) Supervisory and Executive Boards<br />
For their duties performed on behalf of<br />
the parent and its subsidiaries, Executive<br />
Board members received a total<br />
€1.9 million in the year under review<br />
for <strong>2001</strong> and €0.1 million for 2000; in<br />
fiscal 2000, they had received a total<br />
€2.5 million for 2000. For the accrued<br />
pension obligations to former Management<br />
or Executive Board members and<br />
their surviving dependants, a total<br />
€3.8 million has been provided (up<br />
from €3.5 million). Supervisory Board<br />
fees amounted to €0.2 million in fiscal<br />
<strong>2001</strong> (virtually unchanged).<br />
Düsseldorf, March 21, 2002<br />
Kolbenschmidt Pierburg <strong>AG</strong><br />
The Executive Board<br />
Volume of<br />
services utilized<br />
Dr. Kleinert<br />
Dr. Merten Liebler<br />
Dr. Engelskirchen Dr. Friedrich<br />
Auditor’s report and opinion<br />
Kolbenschmidt Pierburg <strong>AG</strong><br />
Düsseldorf, Germany<br />
Independent group<br />
auditor’s report and opinion<br />
We have audited the consolidated financial<br />
statements prepared by Kolbenschmidt<br />
Pierburg <strong>AG</strong> and consisting<br />
of balance sheet, income statement,<br />
statement of changes in equity,<br />
cash flow statement and the notes<br />
thereto, for the fiscal year ended December<br />
31, <strong>2001</strong>. The consolidated<br />
financial statements in accordance with<br />
the IASC’s International Accounting<br />
Standards (IAS) are the responsibility<br />
and assertions of the Company’s<br />
Executive Board. Our responsibility<br />
is, based on our audit, to express an<br />
opinion on whether the consolidated<br />
financial statements conform with IAS.<br />
We have conducted our audit of the<br />
consolidated financial statements in<br />
accordance with German auditing<br />
regulations and with due regard to<br />
generally accepted standards on the<br />
audit of financial statements as established<br />
by IDW, the Institute of Sworn<br />
Public Auditors in Germany. Those<br />
standards require that we plan and<br />
perform the audit to obtain reasonable<br />
assurance about whether the consolidated<br />
financial statements are free of<br />
any material misstatement. An audit<br />
includes examining, on a test basis,<br />
the evidence supporting the amounts<br />
and disclosures in the consolidated<br />
financial statements. The audit also<br />
involves assessing the accounting<br />
principles used, and significant estimates<br />
made, by the Executive Board,<br />
as well as evaluating the overall presentation<br />
of the consolidated financial<br />
statements. We believe that our audit<br />
provides a reasonable basis for our<br />
opinion.<br />
Based on our audit, it is our opinion<br />
that the consolidated financial statements,<br />
in accordance with the IAS,<br />
present a true and fair view of the<br />
Group’s net assets, financial position<br />
and results of operations as well as of<br />
its cash flows in the fiscal year under<br />
review.<br />
Our audit, which in accordance with<br />
German auditing regulations also<br />
covered the group management report<br />
as prepared by the Executive Board<br />
for the fiscal year ended December 31,<br />
<strong>2001</strong>, has not resulted in any objections<br />
or exceptions. It is our opinion<br />
that the group management report<br />
presents fairly both the Group’s overall<br />
position and the risks inherent in its<br />
future development. In addition, we<br />
confirm that the consolidated financial<br />
statements and group management<br />
report for the fiscal year ended<br />
December 31, <strong>2001</strong>, satisfy the requirements<br />
for exempting the Company<br />
from preparing consolidated financial<br />
statements and a group management<br />
report in accordance with German law.<br />
Düsseldorf, March 22, 2002<br />
PwC Deutsche Revision<br />
Aktiengesellschaft<br />
Wirtschaftsprüfungsgesellschaft<br />
Bovensiepen Schwalm<br />
Wirtschaftsprüfer Wirtschaftsprüfer<br />
109
110<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Group of consolidated companies<br />
Group of consolidated companies as of December 31, <strong>2001</strong><br />
Kolbenschmidt Pierburg <strong>AG</strong>, Düsseldorf € 283,484,550<br />
Equity Interest held (%)<br />
(IAS) direct indirect<br />
Air Supply & Pumps<br />
Pierburg <strong>AG</strong>, Neuss 3) € 109,501,360 100<br />
Carbureibar S.A., Abadiano, Spain € 28,526,688 100<br />
Pierburg S.à r.l., Basse-Ham (Thionville), France € 21,100,554 100<br />
Pierburg Inc., Fountain Inn (Greenville), SC, USA US$ 4,677,391 100<br />
Pierburg do Brasil Ind. e Comércio Ltda., Nova Odessa, Brazil Rs 5,724,735 100<br />
Pierburg S.p.A., Lanciano, Italy € 9,342,155 100<br />
Société Mosellane de Services Holding S.A., Basse-Ham (Thionville), France € 3,321,034 100<br />
Société Mosellane de Services S.C.I., Basse-Ham (Thionville), France € 10,151,913 100<br />
Kolbenschmidt Pierburg Shanghai Nonferrous Components Co. Ltd., Shanghai, China 2) Yuan 153,872,081 50<br />
Calor Grundstücksverwaltungsgesellschaft mbH & Co KG, Grünwald € (2,011,045) 95<br />
MotorEngineering<br />
Pierburg Instruments GmbH, Neuss 2) € 18,120,537 49<br />
Pistons<br />
KS Kolbenschmidt GmbH, Neckarsulm 3) € 172,742,684 100<br />
KS Pistões Ltda., Nova Odessa, Brazil RS 97,346,268 100<br />
KS International Investment Corp., Southfield, MI, USA US$ 159,168,982 100<br />
Karl Schmidt Unisia Inc., Marinette, WI, USA US$ 59,245,348 80<br />
KS Large Bore Pistons Inc., Marinette, WI, USA US$ 5,511,929 100<br />
Karl Schmidt Unisia, Zollner Division, Inc., Fort Wayne, IN, USA US$ (77,790,358) 80<br />
Zollner Canada Limited, Leamington, Canada Can$ 6,989,642 80<br />
KS France S.A., Paris, France € 18,600,757 100<br />
Société Mosellane de Pistons S.A., Basse-Ham (Thionville), France € 19,435,736 100<br />
Metal a.s., Ústí, Czech Republic Ck 405,060,697 87<br />
Kolbenschmidt Shanghai Piston Co., Ltd., Shanghai, China 2) ˘<br />
Yuan 182,616,790 35<br />
Tiro Grundstücks-Verwaltungsgesellschaft mbH & Co KG, Grünwald € (331,382) 0<br />
Plain Bearings<br />
KS Gleitlager GmbH, St. Leon-Rot 3) € 13,106,935 100<br />
KS Bearings Inc., Greensburg, USA US$ 326,148 100<br />
KS Bronzinas Ltda., Nova Odessa, Brazil Rs 7,542,972 100<br />
Aluminum Technology<br />
KS Aluminium-Technologie <strong>AG</strong>, Neckarsulm € 16,700,200 100<br />
Werkzeugbau Walldürn GmbH, Walldürn € 709,725 100<br />
KS Doehler-Jarvis GmbH, Neckarsulm € 986,174 65<br />
KS Aluminium Beteiligungs-GmbH, Neckarsulm € 3,571 100<br />
Motor Service<br />
MSI Motor Service International GmbH, Neckarsulm 3) Equity Interest held (%)<br />
(IAS) direct indirect<br />
€ 15,811,430 100<br />
G. Krull Gesellschaft mit beschränkter Haftung, Neckarsulm € 10,269 100<br />
MTS Motorenteile-Service GmbH, Neuenstadt € (450,857) 100<br />
KS Motorac S.A., Le Blanc Mesnil, France € 1,280,795 100<br />
KS Winston Ltd., Maidenhead, UK £ (171,840) 100<br />
Kolbenschmidt Istanbul Dis Ticaret ve Pazarlama A.S., Istanbul, Turkey € 1,983,772 51<br />
KS Produtos Automotivos Ltda., São Paulo, Brazil Rs 9,596,188 92<br />
KS Motor Servis CZ s.r.o., Trmice, Czech Republic Ck ˘<br />
15,352,681 64<br />
Litos Grundstücks-Verwaltungsgesellschaft mbH & Co KG, Grünwald € (802,270) 0<br />
Other<br />
Kolbenschmidt Liegenschaftsverwaltung GmbH Berlin, Berlin € 7,273,979 100<br />
KS Grundstücksverwaltung Beteiligungs-GmbH, Neckarsulm € 28,989 100<br />
KS Grundstücksverwaltung GmbH & Co. KG, Neckarsulm € 10,702,325 100<br />
IDEKO Industrie Einkauf- und Koordination GmbH, Neckarsulm € 55,204 100<br />
KS Airbag <strong>AG</strong>, Neckarsulm € 46,736 100<br />
KS Auto- und Motorteile <strong>AG</strong>, Neckarsulm € 47,203 100<br />
Kolbenschmidt Pierburg K.K., Yokohama, Japan ¥ 6,669,726 100<br />
1) consolidated pro rata<br />
2) included at equity<br />
3) P&L transfer agreement with Kolbenschmidt Pierburg <strong>AG</strong><br />
111
112<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Supervisory Board<br />
Supervisory Board<br />
Dipl.-Math. Klaus Eberhardt,<br />
Düsseldorf,<br />
Executive Board Chairman<br />
of Rheinmetall <strong>AG</strong>, Düsseldorf<br />
Chairman<br />
Dr. rer. soc. Rudolf Luz *)<br />
Weinsberg,<br />
Union secretary of the German<br />
Metalworkers Union (“IG Metall”),<br />
Heilbronn/Neckarsulm office,<br />
Neckarsulm<br />
Vice-Chairman<br />
Member of comparable German or foreign<br />
boards:<br />
- Aesculap <strong>AG</strong> & Co. KG, Tuttlingen<br />
advisory board member<br />
- Wirtschaftsfördergesellschaft<br />
Raum Heilbronn GmbH, Heilbronn<br />
supervisory board member<br />
Dipl.-Ing. Wigand Frhr. v. Salmuth<br />
Heidelberg,<br />
Chairman of the Stockholders’<br />
Committee of<br />
Röchling Industrie Verwaltung GmbH,<br />
Mannheim<br />
Additional Vice-Chairman<br />
(up to June 12, <strong>2001</strong>)<br />
Member of further supervisory boards:<br />
- Rheinmetall DeTec <strong>AG</strong>, Ratingen<br />
chairman<br />
- STN ATLAS Elektronik GmbH, Bremen<br />
chairman<br />
- ADITRON <strong>AG</strong>, Düsseldorf (as from April 2, <strong>2001</strong>)<br />
2nd Member of further supervisory boards:<br />
- Rheinmetall <strong>AG</strong>, Düsseldorf<br />
additional vice-chairman<br />
vice-chairman (as from June 8, <strong>2001</strong>)<br />
- Rheinmetall DeTec <strong>AG</strong>, Ratingen<br />
- Jagenberg <strong>AG</strong>, Neuss<br />
vice-chairman<br />
chairman<br />
- Rheinmetall Elektronik <strong>AG</strong>, Düsseldorf<br />
- Rheinmetall Elektronik <strong>AG</strong>, Düsseldorf<br />
chairman<br />
(as from March 20, <strong>2001</strong>)<br />
- STN ATLAS Elektronik GmbH, Bremen<br />
chairman<br />
2<br />
- Pierburg <strong>AG</strong>, Neuss<br />
chairman<br />
Member of comparable German<br />
or foreign boards:<br />
- Preh Group, Bad Neustadt/Saale<br />
chairman of the shareholder committee<br />
- Shareholder Committee EMG, Hamburg<br />
chairman<br />
nd vice-chairman<br />
- ADITRON <strong>AG</strong>, Düsseldorf<br />
2nd vice-chairman<br />
- Jagenberg <strong>AG</strong>, Neuss<br />
2nd vice-chairman<br />
- Pierburg <strong>AG</strong>, Neuss<br />
2nd vice-chairman<br />
- Mauser Waldeck <strong>AG</strong>, Waldeck<br />
vice-chairman<br />
- DeTeWe Beteiligungs <strong>AG</strong>, Berlin<br />
vice-chairman<br />
Dr. jur. Erich Coenen<br />
Frankfurt/Main,<br />
Executive Board member<br />
Commerzbank <strong>AG</strong>, Frankfurt/Main<br />
(up to June 12, <strong>2001</strong>)<br />
Member of comparable German<br />
or foreign boards:<br />
- Security Capital European Realty, Luxembourg<br />
- CargoLifter <strong>AG</strong>, Berlin<br />
Dr.-Ing. Ludwig Dammer *)<br />
Düsseldorf,<br />
Central Production Engineering,<br />
Pierburg <strong>AG</strong>, Neuss<br />
Member of further supervisory boards:<br />
- Rheinmetall <strong>AG</strong>, Düsseldorf<br />
Rolf Dollmann *)<br />
Neckarsulm,<br />
Chairman of the General Works<br />
Council of KS Kolbenschmidt GmbH,<br />
Neckarsulm<br />
(up to March 31, 2002)<br />
Dipl. rer. pol. Werner Engelhardt<br />
Karlsruhe,<br />
Management Board Chairman of<br />
Röchling Industrie Verwaltung GmbH,<br />
Mannheim (up to January 14, 2002)<br />
Additional Vice-Chairman<br />
(from Sep. 10, <strong>2001</strong>–Jan. 14, 2002)<br />
Member of further supervisory boards:<br />
- Rheinmetall <strong>AG</strong>, Düsseldorf<br />
chairman<br />
- ADITRON <strong>AG</strong>, Düsseldorf<br />
chairman<br />
- Rheinmetall DeTec <strong>AG</strong>, Ratingen<br />
- STN Atlas Elektronik GmbH, Bremen<br />
- Pierburg <strong>AG</strong>, Neuss (up to Jan. 14, 2002)<br />
- BEA Holding <strong>AG</strong>, Düsseldorf<br />
chairman<br />
- DeTeWe - Deutsche Telephonwerke<br />
Beteiligungs <strong>AG</strong>, Berlin<br />
chairman<br />
- Francotyp-Postalia Beteiligungs <strong>AG</strong>,<br />
Birkenwerder<br />
chairman<br />
- Seeber Beteiligungs <strong>AG</strong>, Mannheim<br />
chairman<br />
- Gossen-Metrawatt GmbH, Nürnberg<br />
chairman<br />
- Jagenberg <strong>AG</strong>, Neuss<br />
Member of comparable German<br />
or foreign boards:<br />
- Seeber Srl., Leifers, Italy<br />
- Camille Bauer <strong>AG</strong>, Wohlen, Switzerland<br />
Georg Hadlaczki *)<br />
Mühlhausen,<br />
Member of the Works Council<br />
of the St. Leon-Rot plant of<br />
KS Gleitlager GmbH, St. Leon-Rot<br />
*) employee representative<br />
Dr. jur. Martin Hirsch<br />
Frankfurt/Main,<br />
Lawyer<br />
Law firm of Gleiss Lutz Hootz Hirsch,<br />
Frankfurt/Main<br />
Member of further supervisory boards:<br />
- Rheinmetall <strong>AG</strong>, Düsseldorf<br />
- ADITRON <strong>AG</strong>, Düsseldorf<br />
- BARTEC Barlian Holding <strong>AG</strong>, Bad Mergentheim<br />
chairman<br />
- Bestfoods Deutschland GmbH & Co. OHG,<br />
Heilbronn<br />
Dr. Bernd M. Hönle<br />
Weisenheim a. S.,<br />
Management Board member of<br />
Röchling Industrie Verwaltung GmbH,<br />
Mannheim (as from June 12, <strong>2001</strong>)<br />
Member of further supervisory boards:<br />
- Rheinmetall <strong>AG</strong>, Düsseldorf<br />
- ADITRON <strong>AG</strong>, Düsseldorf<br />
- Pierburg <strong>AG</strong>, Neuss<br />
- STN ATLAS Elektronik GmbH, Bremen<br />
- Jagenberg <strong>AG</strong>, Neuss (as from March <strong>2001</strong>)<br />
- Rheinmetall DeTec <strong>AG</strong>, Ratingen<br />
(as from <strong>AG</strong>M <strong>2001</strong>)<br />
- BEA Holding <strong>AG</strong>, Düsseldorf<br />
- DeTeWe - Deutsche Telephonwerke<br />
Beteiligungs <strong>AG</strong>, Berlin<br />
- Francotyp-Postalia Beteiligungs <strong>AG</strong>,<br />
Birkenwerder<br />
- PFEIFFER & MAY Grosshandel <strong>AG</strong>,<br />
Karlsruhe<br />
- Seeber Beteiligungs <strong>AG</strong>, Mannheim<br />
Erich Hüskes *)<br />
Nettetal,<br />
Member of the Works Council<br />
of the Nettetal plant of<br />
Pierburg <strong>AG</strong>, Neuss<br />
Dr. jur. Klaus Kessler<br />
Stuttgart,<br />
Lawyer<br />
Dr. Schelling & Partner GbR<br />
Deutsche Schutzvereinigung für<br />
Wertpapierbesitz e.V., Stuttgart<br />
Member of a further supervisory board:<br />
- Schleicher & Co. International <strong>AG</strong>, Markdorf<br />
Heinrich Kmett<br />
Fahrenbach/Robern<br />
Works Council Chairman of<br />
KS Kolbenschmidt GmbH,<br />
Neckarsulm (as from April 1, 2002)<br />
Member of a further supervisory board:<br />
- KS Kolbenschmidt GmbH, Neckarsulm<br />
Jürgen Lemmer<br />
Bad Homburg,<br />
Executive Board member of<br />
Commerzbank <strong>AG</strong>, Frankfurt/Main<br />
(as from June 12, <strong>2001</strong>)<br />
Member of further supervisory boards:<br />
- Buderus <strong>AG</strong>, Wetzlar<br />
- Clearing Bank Hannover <strong>AG</strong>, Hannover<br />
chairman<br />
- GKN Automotive International GmbH, Lohmar<br />
chairman<br />
- Commerz International Capital Management<br />
GmbH, Frankfurt/Main<br />
Member of comparable German<br />
or foreign boards:<br />
- ARGOR-HERAEUS S.A., Mendrisio, Switzerland<br />
Director<br />
- Banque Marocaine du Commerce Extérieur,<br />
Casablanca, Morocco<br />
Director<br />
- Korea Exchange Bank, Seoul, Korea<br />
Non-Standing Director<br />
- Majan International Bank SAOC, Ruwi,<br />
Sultanate of Oman<br />
Director<br />
- Verlagsbeteiligungs- und Verwaltungsgesellschaft<br />
mbH, Frankfurt/Main<br />
advisory board member<br />
- ADIG-Investment Luxemburg S.A., Luxembourg,<br />
Luxembourg<br />
Director<br />
- Commerz (East Asia) Ltd., Hong Kong, China<br />
Chairman of the Board of Directors<br />
- Commerz Securities (Japan) Company Ltd.,<br />
Hong Kong/Tokyo<br />
Director<br />
- Commerzbank Europe (Ireland) Unltd., Dublin,<br />
Ireland<br />
Chairman of the Board of Directors<br />
- Commerzbank International (Ireland Unltd.,<br />
Dublin, Ireland<br />
Chairman of the Board of Directors<br />
- Commerzbank International S.A. (DISAL),<br />
Luxembourg, Luxembourg<br />
Director<br />
- Commerzbank (South East Asia) Ltd.,<br />
Singapore<br />
Chairman of the Board of Directors<br />
Dr. rer. oec. Herbert Müller<br />
Bochum,<br />
Executive Board member of<br />
Rheinmetall <strong>AG</strong>, Düsseldorf<br />
(as from March 28, 2002)<br />
Member of further supervisory boards:<br />
- Pierburg <strong>AG</strong>, Neuss<br />
- Rheinmetall DeTec <strong>AG</strong>, Ratingen<br />
- ADITRON <strong>AG</strong>, Düsseldorf<br />
- Rheinmetall Elektronik <strong>AG</strong>, Düsseldorf<br />
- Jagenberg <strong>AG</strong>, Neuss<br />
Dr. Siegfried Roth *)<br />
Rüsselsheim,<br />
Union Secretary at<br />
the General Secretariat of IG Metall,<br />
Frankfurt<br />
Member of further supervisory boards:<br />
- Ford-Werke <strong>AG</strong>, Cologne<br />
- Ford Deutschland Holding GmbH, Cologne<br />
113
114<br />
Consolidated financial statements <strong>2001</strong> of Kolbenschmidt Pierburg <strong>AG</strong><br />
Executive Board of Kolbenschmidt Pierburg <strong>AG</strong><br />
Executive Board<br />
Dr. rer. nat. Dipl.-Phys.<br />
Dieter G. Seipler<br />
Meerbusch<br />
Chairman (up to Oct. 31, <strong>2001</strong>)<br />
Development, Coordination<br />
Supervisory board memberships:<br />
- KS Kolbenschmidt GmbH, Neckarsulm<br />
- KS Gleitlager GmbH, St. Leon-Rot<br />
(chairman)<br />
Member of comparable German<br />
or foreign boards:<br />
- Karl Schmidt Unisia Inc., Marinette, USA<br />
(chairman)<br />
- Pierburg S.p.A., Lanciano, Italy<br />
- Carbureibar S.A., Abadiano, Spain<br />
Dr. Gerd Kleinert<br />
Gottmadingen<br />
Chairman (as from Nov. 1, <strong>2001</strong>)<br />
Development, Coordination<br />
Supervisory board memberships:<br />
- KS Kolbenschmidt GmbH, Neckarsulm<br />
- KS Gleitlager GmbH, St. Leon-Rot<br />
(chairman)<br />
Member of comparable German<br />
or foreign boards:<br />
- Karl Schmidt Unisia Inc., Marinette, USA<br />
(Chairman)<br />
- Pierburg S.p.A., Lanciano, Italy<br />
- Carbureibar S.A., Abadiano, Spain<br />
Dr.-Ing. W. Hans Engelskirchen<br />
Kaarst<br />
Production<br />
Supervisory board memberships:<br />
- KS Kolbenschmidt GmbH, Neckarsulm<br />
- KS Gleitlager GmbH, St. Leon-Rot<br />
- KS Aluminium-Technologie <strong>AG</strong>, Neckarsulm<br />
(chairman)<br />
Dr. jur. Jörg-Martin Friedrich<br />
Ludwigsburg<br />
Human Resources<br />
Supervisory board memberships:<br />
- KS Gleitlager GmbH, St. Leon-Rot<br />
- KS Aluminium-Technologie <strong>AG</strong>, Neckarsulm<br />
Member of comparable German<br />
or foreign boards:<br />
- Kolbenschmidt Istanbul Dis Ticaret<br />
ve Pazarlama A.S.,<br />
Istanbul, Turkey<br />
- KS International Investment Corp.,<br />
Southfield, USA<br />
- KS France S.A., Paris, France<br />
Dipl.-Kfm. Heinz-Ludger Heuberg<br />
Wülfrath<br />
Finance/Controlling<br />
(up to Feb. 28, 2002)<br />
Supervisory board memberships:<br />
- KS Kolbenschmidt GmbH, Neckarsulm<br />
- KS Gleitlager GmbH, St. Leon-Rot<br />
- KS Aluminium-Technologie <strong>AG</strong>, Neckarsulm<br />
Dipl.-Betriebswirt Georg Liebler<br />
Düsseldorf<br />
Marketing<br />
Supervisory board memberships:<br />
- KS Kolbenschmidt GmbH, Neckarsulm<br />
(chairman)<br />
- KS Aluminium-Technologie <strong>AG</strong>, Neckarsulm<br />
- Société Mosellane de Mécanique S.A.,<br />
Thionville, France<br />
Member of comparable German<br />
or foreign boards:<br />
- Karl Schmidt Unisia Inc., Marinette, USA<br />
- Carbureibar S. A., Abadiano, Spain<br />
- Pierburg Inc., Fountain Inn (Greenville), USA<br />
- Hirschmann Ges.m.b.H., Rankweil, Austria<br />
- Märkisches Werk Halver GmbH, Halver<br />
advisory board chairman<br />
- Preh Group, Bad Neustadt/Saale<br />
Member of the shareholder committee<br />
Dr. Peter P. Merten<br />
Herrsching<br />
Finance/Controlling<br />
(as from Mar. 1, 2002)<br />
Supervisory board memberships:<br />
- KS Kolbenschmidt GmbH, Neckarsulm<br />
- KS Gleitlager GmbH, St. Leon-Rot<br />
- KS Aluminium-Technologie <strong>AG</strong>, Neckarsulm<br />
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