Contents. 2 Highlights of Success factor Automotive. 10 Supervisory Board and Management Board. 12 Shareholder s Letter

Transcription

1 Annual Report 2004

2 Contents 2 Highlights of Success factor Automotive 10 Supervisory Board and Management Board 12 Shareholder s Letter 14 Supervisory Board Report 16 Corporate Governance at LEONI 18 The LEONI Share 22 Group Management Report 24 Business and underlying conditions 39 Asset, financial and earnings situation 40 Supplementary Report 41 Risk Report 45 Forecast 48 Consolidated Financial Statements 52 Consolidated statements of income 53 Consolidated statements of cash flows 54 Consolidated balance sheets 55 Consolidated statements of changes in stockholders equity 56 Notes 92 Auditors Report 93 Additional Information 94 LEONI AG Statements of income 95 LEONI AG Balance sheets 96 Dividend disposal 97 Index of Key Words This Annual Report is published in German and English. The original is in German language. In case of doubt or conflict, the German language version will prevail.

3 based on US GAAP based on Sales ( 000) 1,247,249 1,079,856 1,102,741 Germany (%) EU (without Germany) (%) Non EU countries (%) ,096,801 Sales ( 52.3 Germ 21.3 EU (w 26.4 Non E Wire (%) Cable (%) Wiring Systems (%) Wire 40.0 Cable 51.2 Wirin Earnings EBITDA ( 000) 111, , ,760 EBIT ( 000) 61,997 49,626 71,561 Income from continuing operations ( 000) 46,654 36,961 58,983 Net income ( 000) 33,225 22,099 47,439 Earning Incom 99,409 EBITD 47,043 EBIT ( 32,416 * bef 18,739 Net in Cash flow Depreciation and amortization ( 000) 49,626 51,487 50,199 Cash provided by operating activities ( 000) 83,885 35,927 73,453 Capital expenditure ( 000) 95,630 98,151 78,736 Cash fl 52,366 Depre 106,819 Cash 119,323 Invest Balance Sheet Property, plant and equipment, Intangible assets ( 000) 369, , ,265 Net debt ( 000) 161, , ,232 Stockholders equity ( 000) 371, , ,555 Stockholders equity ratio in % Prope Balanc 336,915 Int 199,984 Net d 216,009 Stock 30.5 Stock Employees Personnel expenses (% of sales) Employees (as per 12/31) 29,957 21,392 18,478 Employed abroad (%) Employ 23.0 Perso 17,589 Emplo 83.6 Emplo Share Market capitalization 12/31 ( million) Group net income per share ( ) Dividend per share ( ) bon + tax Share Marke 2.84 Group 1.08 Divid * Income before income taxes and minority interests based on US GAAP

4 based on HGB Key Figures Sales ( 000) 961, , ,820 Germany (%) EU (without Germany) (%) Non EU countries (%) Wire (%) Cable (%) Wiring Systems (%) Earnings EBITDA ( 000) 93,678 72,104 58,249 EBIT ( 000) 51,195 41,108 33,048 Income before income taxes ( 000) 40,835 36,323 30,090 Net income ( 000) 22,275 18,713 13,015 Cash flow Depreciation and amortization ( 000) 42,483 30,996 25,201 Cash flow ( 000) 62,756 51,212 45,605 Investments ( 000) 94, ,088 77,705 Balance Sheet Property, plant and equipment, Intangible assets ( 000) 257, , ,546 Net debt ( 000) 190, ,942 65,992 Stockholders equity ( 000) 153, , ,245 Stockholders equity ratio in % Employees Personnel expenses (% of sales) Employees (as per 12/31) 15,753 11,908 10,335 Employed abroad (%) Share Market capitalization 12/31 ( million) Group net income per share ( ) Dividend per share ( ) bonus tax credit ( )* * not applicable from 2001 due to amendment of the German Corporate Tax Act

5 Annual Report 2004 Innovation out of tradition World-wide Wires and cables for electrical engineering and electronics; Wiring Systems for the automotive industry

6 2 Fiber Optic Cables made of glass and polymer for data transmission January Cable harness production starts at LEONI Wiring Systems in Arad, Romania a top class coupé the Bentley Continental GT. LEONI Wiring Systems opens a sales and development centre in Anting, Shanghai. February The periodical Capital and the Colognebased research institute Psychonomics proclaim LEONI to be one of the 50 best employers of March LEONI is again bestowed the Porsche Supplier Award for top quality and delivery performance. July The share capital of LEONI AG is increased from the EUR 19.8 million to EUR 29.7 million by issuing 3.3 million new shares. In two separate production spaces covering a total area of 25,000 m 2, series production of cable harnesses for DaimlerChrysler s A-Class as well as BMW s 1 and 3 Series starts at the new facility in Bistrita, Romania. September LEONI acquires the Ettlingen-based special cable assembler Klink+Oechsle.

7 3 Highlights of 2004 October The new LEONI Cable Changzhou facility in China is officially opened. It produces cordsets for the electrical appliances industry as well as automotive and standard cables. LEONI s wire and strand plant in Kötzting celebrates ten years of trendsetting environmental management at LEONI with an Environment Day. December LEONI is awarded the German 2004 Sensor Application Prize for the development of new kinds of optical sensors. LEONI signs a joint venture agreement with the Chinese wiring systems and components manufacturer THB and acquires a majority stake in THB Group s largest facility in Liuzhou, southern China, LEONI Wiring Systems (Liuzhou). November The activities of LEONI Group in the field of fiber optics are combined under the roof of LEONI Fiber Optics GmbH. Siemens Medical Solutions declares LEONI Special Cables its Best External Supplier Series production of customised cable harnesses for BMW s new 3 Series starts at the newly built facility in Ilava, Slovakia with about 18,000 m 2 of space.

8 Innovation Wiring Systems out of tradition

9 Success factor Automotive for more than 70 years

10 Wiring system Horch 750 B Horch 750 B 4.5 liter engine capacity, 8 cylinder, 90 HP, built from 1932 to 1934 There is a close correlation between origins and the future at LEONI. The ability to adapt has been of the Company s characteristics since its foundation in This feel for new market trends and customer requirements has made change a principle and success a constant for the Company. (Quote from LEONI s guiding principle). Leonische Werke Roth- Nürnberg AG faced a major challenge in the twenties of the 20th century. Very tight export restrictions as a consequence of losing the First World War and a fundamental change in fashion resulted in heavy losses of sales. At the time, the Company s product range consisted solely of what are known as Lyonese wares, i.e. finest gold and silver threads and other precious wire products, especially for embroidery, threaded tapes and laces as well as uniform adornments. The Company s management at the time was faced with the vital question of which way to go in the future. It was a period when numerous makers of Lyonese wares were compelled to shut down. Not so LEONI. The Company focused on its existing capabilities, above all wire drawing, and embarked on a search for new markets. Electrical engineering, which was becoming an increasing factor in industry and in households, presented particularly promising growth opportunities. LEONI consequently began to manufacture copper strands for the purpose of conducting electricity. This established a second business mainstay, which was to assume crucial significance in terms of the Company s continued growth. The motorcar was soon discovered as a source of demand for electrical wiring. Particularly the replacement with electric lamps of what were then still widely used carbide lamps drove a sharp increase in demand for insulated electrical wiring. From the thirties, LEONI consequently concentrated on developing automotive cables. These consisted of tin-plated copper conductors that were insulated with rubber and subsequently braided with rayon staple fiber. To protect them against humidity, oil and petrol, the cables were also covered in tinted lacquer involving up to ten successive steps and then dried in

11 Innovation out of tradition 7 a special through-type furnace, thus giving it its ultimate strength. Tinted rayon staple fiber (two-tone or multicoloured braiding) was used for multi-coloured cables, which was subsequently covered with colourless lacquer. In line with their make-up and purpose, the cables were designated either ABLL ( Autobeleuchtungsleitung lackiert car lighting wire lacquered) or AZLL ( Autozündleitung lackiert car ignition wire lacquered). Along with automotive component supplier Bosch, the first large customers for these products, marketed under the name of Leondra (Leonische Drahtwerke), were particularly the major car and motorcycle manufacturers Horch, Audi, Wanderer and DKW, which were based in eastern Germany and in 1932 merged to become Autounion. The idea of a ready-to-install cable harness had not yet occurred to anyone at that time. Vehicle wiring was a rather modest affair compared with today s wiring systems. Vehicle manufacturers still fitted the few cables involved, almost always needed only for the lighting and ignition systems, themselves. After the Second World War, the insulation of automotive cables made of rubber, rayon staple fiber and lacquer was increasingly replaced with PVC (the designation being FLK for Fahrzeugleitung kunststoffisoliert plastic insulated automotive wire). LEONI benefited in the development of new generations of automotive wire from its many years of experience in a very wide range of different areas of application. The Company had with its cable products made a name for itself in, among other markets, the flourishing radio and TV set industry as well as with well known electrical appliance manufacturers. Mainframe computer manufacturer IBM was already a major customer at that time. LEONI s particular strengths included expertise in especially thin and simultaneously very durable types of insulation and the ability to adapt quickly and efficiently to the wishes and requirements of its customers a competitive advantage that still counts just as much today. In the fifties, LEONI then ushered in the ready-to-install cable harness. The first customers included such familiar names as Porsche and Mercedes-Benz.

12 8 Wiring system DKW Luxus Sport F5 K DKW Luxus Sport F 5 K, 600 cm 3 engine capacity, 20 HP, built from 1935 to 1936 Cables harnesses grew in size in the following years as the comfort features in cars increased. Wiring became increasingly complex and also heavier. It became more and more difficult to easily accommodate the many cables in vehicles. This is why Porsche approached LEONI in the early seventies, asking for cables to be made as thin and lightweight as possible. A new generation of cable that met the customer s requirements was presented after a short development period with a stranded conductors optimised in terms of cross section and geometry and, compared with existing cables, significantly reduced insulation wall thickness. Not long thereafter these new cables became the industrywide standard (designated FLRY for automotive wire, reduced, plastic insulated). Sales of wiring systems to the automotive industry were expanded further in the seventies and eighties. The Company s German cable harness production facilities in Kitzingen, Neuburg/Donau and Lilienthal became ever larger. Moreover, it was as long ago as 1977 when LEONI set up its first foreign cable harness production facility in Tunisia.

13 Innovation out of tradition 9 Porsche 911 wiring system, more than 1500 individual wires, about 3000 m in overall length Porsche 911 Turbo Cabriolet, 3.6 liter engine capacity, 6 cylinder, 420 HP In the early nineties, driven by a severe economic downturn, the automotive industry exerted heavy pressure on prices. LEONI mastered this difficult situation as well and resolutely relocated cable harness production, which had become too expensive in Germany, to lower cost foreign countries; a painful measure for employees in Germany but essential for the Company s continued existence. The Kitzingen and Neuburg/Donau facilities have since then been competence centres from where the wiring systems business is still managed to this day. Above all the technical requirements imposed by the automotive industry have risen tremendously over the past ten years. Whereas, until then, cable harnesses were made to the precise specifications of the vehicle manufacturers, cable harness makers were now faced with the task of developing the whole wiring system of a vehicle themselves. It was no longer enough to know how to make a cable harness of flawless quality as economically as possible. There was also an increasing call for knowledge and skills in the areas of electrical systems and electronics. The demand today is for technically expert and at the same time financially well resourced suppliers of systems and development services with the ability to assume the pre-production costs for the complete wiring system of a vehicle model long before the first sale has been made. LEONI has successfully adapted to this new role by establishing the corresponding development capacity and systems expertise. With innovations such as the pre-formed cable harness, multiplex systems for comfort features, electronic control units for convertible rooftops, fiber optics-based pressure sensors and the TopCad software tool, LEONI has repeatedly proven its development skills. LEONI is meanwhile among world s eight largest manufacturers of wiring systems. The Company also expanded its automotive cable business further, especially so in the past few years. With six efficient cable plants in Germany, Hungary, Poland and Turkey as well as in Mexico and China, LEONI has advanced to become world s largest supplier of automotive cables. For more than 70 years now the motorcar has been a decisive factor behind the success story of LEONI. All the signs are that this story is a long way from coming to an end.

14 Extruded Flat Conductors LEONIexFC will fit everywhere are light and provide reliable contact Members of the Supervisory Board Ernst Thoma, Nuremberg Chairman of the Supervisory Board Dr Werner Rupp, Burgthann Deputy Chairman of the Supervisory Board Gabriele Bauer, Prichsenstadt * Frank Becker, Schwanstetten * Dr Jürgen Behrend, Lippstadt Hans-Werner Jacob, Vaterstetten Dr Werner Marnette, Hamburg Hans Peuschel, Nuremberg * Gerhard Stechhammer, Gunzenhausen * Deputy Chairman of the Supervisory Board Paula Englhard, Ingolstadt * Gerhard Heßlinger, Roth * Horst Schmidmer, Nuremberg * Employee representatives

15 11 Supervisory Board and Management Board Members of the Management Board Uwe H. Lamann, Sinzing in charge of the Wiring Systems Division Dr-Ing. Klaus Probst, Heroldsberg Chairman of the Management Board in charge of the Wire and Cable Divisions Dieter Bellé, Roth in charge of Finance and Controlling Head of Operations

16 12 Dr Klaus Probst, Chairman of the Management Board Shareholder s Letter Dear Sir or Madam, After two years or more of major preparation, the second half of 2004 provided the forecast significant growth in sales and earnings. As planned, consolidated sales rose at an above-average pace starting in September and reached 1,247 million by the end of the year. This is about 16 percent more than the previous year s figure of 1,080 million. Consolidated net income was up from about 22 million to more than 33 million, corresponding to an increase of about 50 percent. It goes without saying that our shareholders shall benefit from this encouraging performance, too. The Supervisory Board and the Management Board therefore intends to propose an increased dividend, from 1.15 to 1.25 per share, to the annual general meeting. The sales growth had been prepared for some time ago, especially by the Wiring Systems Division. The foundations for this growth were laid with the exceptionally successful realisation of four large-scale projects: wiring systems for the Opel Astra and Zafira, Mercedes A Class, BMW 1 and 3 Series as well as Land Rover Discovery. Three new plants were built for this purpose, and an existing facility was substantially expanded. About 50 million was invested in these projects alone over the past two years, and almost 11,000 new employees equating to about one third of our present-day workforce were hired, trained and integrated in the production process. Yet the Wiring Systems Division was successful not only with these four major projects. The other segments too, such as the globally restructured business with commercial vehicle manufacturers and automotive component suppliers, generated encouraging growth. In total, the Wiring Systems Division recorded external sales of 680 million. Compared with the previous year s figure of 558 million this corresponds to growth of nearly 22 percent. The external sales of the Cable Division grew by six percent or so to 468 million in Even though the bulk of this growth was driven by the huge increase in the copper price in 2004, this result merits favourable assessment in view of the generally weak economy. LEONI was able to gain further ground especially with special cables for the capital goods industry and for telecommunications as well as with cable systems for the medical equipment sector. Sales of cable for IT equipment and of cordsets for electrical appliances did less well. We therefore initiated appropriate measures in 2004 to take these two segments back to a course of success. Following comprehensive restructuring measures, the Wire Division increased its external sales significantly from the previous year s 81 million to 99 million in the 2004 financial year. This also reflects the increased price of copper, which accounted for about half of the growth. The increased consolidated sales, the associated earnings growth and the successful capital increase have resulted in a significant improvement in the Group s

17 Shareholder s Letter 13 financial situation. About ten percent of the funds provided by the capital increase have already been spent on new acquisitions, while the balance is invested on a short-term basis to be available, when required and as intended, for acquisition of further businesses or for new major projects. The Wire Division meanwhile accounts for only about eight percent of consolidated sales. This proportion is rather more likely to shrink further in the next few years because the far larger markets for cable and wiring systems provide much better opportunities for growth than the relatively small market for wire products, in which LEONI already has a comparatively large share. We therefore decided, with effect from 2005, to integrate the Wire Division into the Cable Division, and to achieve further improvements and cost savings through shared use of resources. Our business involving China is gaining ever more weight. This key growth region already accounted for 6.1 percent of consolidated sales in We are represented in the country with our entire range of products and services, as well as having state-of-the-art production facilities. By setting up a joint venture in 2004 with the Chinese wiring systems manufacturer THB and opening a distribution and development centre in Shanghai, the Wiring Systems Division has significantly increased its presence in China and established the base for further growth. Our wire facility and the three cable facilities are also ideally prepared for further expansion. Overall, we are confident about a further, significant increase in consolidated sales to above 1.4 billion in A figure of at least 1.5 billion should then be achieved in We also expect earnings before interest and taxes (EBIT) to amount to about seven percent of sales in both years. These prospects should also contribute to further appreciation of the LEONI share just as many analysts expect. It is obvious that LEONI is heavily dependent on the automotive industry and its component suppliers. Indeed, this market accounts for about three quarters of our Group s sales. Some people regard this as a risk, but we see it as a challenge and simultaneously as a huge opportunity for further growth. No other branch of industry has over many years plotted such a steady trend as the automotive industry, and no other market generates so many innovations and has been so predictable over relatively long periods of time as the automotive industry. Companies that are prepared for these peculiarities can certainly achieve success in this market. I think that LEONI provides the best possible proof in this regard. We nevertheless also continue to work hard on taking the rest of our business further forward, too. With a resolute focus on market niches that are promising in both technological and commercial terms, we will continue to grow here as well and establish a corresponding counterweight to the automotive industry. This is to ensure that LEONI remains a well prepared company that represents a future-assured growth investment to its shareholders. Also on behalf of my Management Board colleagues, I should like at this point to thank all employees for the high level of their commitment and their exceptional application in the 2004 financial year. To you our shareholders I express thanks for your confidence in our work and for your loyalty, which you showed us particularly in the context of the capital increase. We shall continue to commit ourselves to raising LEONI s enterprise value. Dr Klaus Probst Chairman of the Management Board

18 14 Ernst Thoma, Chairman of the Supervisory Board Main topics of discussion by the Supervisory Board Supervisory Board Report In the 2004 financial year, the Supervisory Board performed its duties in accordance with statutory requirements and the provisions of the Company s Articles of Association, as well as monitoring and counselling the Management Board in its work. The Management Board provided the Supervisory Board with comprehensive and up-to-date reports on the Company s situation and its performance as well as significant business transactions on a regular basis. The presented monthly and interim reports, planning documents providing details of operational planning, financial planning, capital investment planning and personnel planning as well as the findings of ongoing risk monitoring were discussed in depth with the Management Board during meetings of the Supervisory Board. The Management Board also advised the Supervisory Board outside the scheduled meetings of projects and transactions of special significance. The Supervisory Board held a total of five meetings during the 2004 financial year, specifically on March 22, May 18, July 29, October 7 and December 9, The topics of discussion were particularly issues of strategic significance, establishment of new companies, acquisitions and investments, the progress of major capital investment projects, the sale of shares in companies as well as the stipulations of the Corporate Governance Code and the current business situation. In its meeting on December 9, 2004, the Supervisory Board examined in detail and unanimously approved the Company s planning for the 2005 financial year and its medium-term planning up to the year The Supervisory Board once again discussed the recommendations of the Corporate Governance Code. A revised compliance declaration approved by the Supervisory Board pursuant to 161 of the German Stock Corporation Act records the points where LEONI continues to diverge from the recommendations. The declaration was made public on the Company s website at immediately after the meeting. A more detailed explanation of the deviation is printed on pages 16 and 17 of this Annual Report. Work of the committees The personnel committee of the Supervisory Board met on three occasions during the 2004 financial year. In accordance with the Company s Articles of Association, the committee is responsible for Management Board personnel issues and preparatory work associated with appointing managing directors of key LEONI AG subsidiaries.

19 Supervisory Board Report 15 Among other issues, the board established the required conditions for extending the contracts of Management Board Chairman Dr Klaus Probst and of Dieter Bellé, responsible for Finance and Personnel. The Supervisory Board reaffirmed both gentlemen in their offices for a further five years. The audit committee met on March 15, 2004 to discuss the fiscal 2003 financial statements in depth with representatives of the auditing company and to subject them to a pre-audit. Convening of the arbitration committee pursuant to 27, Section 3 of Germany s Co-determination Act was not required. Audit of 2004 consolidated and annual financial statements The financial statements and management report of LEONI AG as well as the consolidated financial statements prepared pursuant to US GAAP and Group management report for the year ending December 31, 2004 were audited and granted an unqualified certificate by auditors Ernst & Young AG, Wirtschaftsprüfungsgesellschaft, who were appointed by the annual general meeting. In addition, the auditors found after assessing LEONI s risk management system that all risks, both at the Group s German and foreign companies, are reported to the parties responsible without delay and that therefore an efficient risk management system is in place worldwide. The audit reports by the auditors were made available to all members of the Supervisory Board in good time. The audit committee pre-audited the financial statements and the audit reports on March 15, 2005 and discussed them in depth with all members of the Supervisory Board at the Supervisory Board s meeting on March 21, Representatives of the auditing company, who reported on the key findings of the audit and were available to provide additional information, also took part in both of these meetings. The independent audit of the financial statements and the management report of LEONI AG as well as the consolidated financial statements and the Group management report for the 2004 financial year did not give rise to any objections. The Supervisory Board therefore unanimously approved and thus duly adopted, pursuant to 172 of the German Stock Corporation Act, the consolidated financial statements as prepared by the Management Board and the financial statements of LEONI AG for the year ending December 31, The Supervisory Board supported the Management Board s proposal on the application of distributable profit. The Supervisory Board wishes to thank, especially against the backdrop of the very difficult economic conditions and simultaneously a 2004 financial year marked by costly major projects, the Management Board of LEONI AG, the managing directors of all Group companies, the elected works council representatives as well as all employees particularly for their commitment. They made a crucial contribution to the Company s success and laid the foundation for continued profitable growth in the future. Nuremberg, March 21, 2005 Ernst Thoma Chairman of the Supervisory Board

20 16 Corporate Governance at LEONI As a German market-listed company, LEONI is subject to a large number of different laws and stipulations. These include on the one hand the German Stock Corporation Act, the German Commercial Code and the Generally Accepted Accounting Principles in the United States of America ( US GAAP ), pursuant to which the annual financial statement presented here have been prepared, and the current recommendations of German Accounting Standard No. 20 ( DRS 20 ), according to which the Group Management Report is sectioned and structured. On the other hand, they also include the recommendations and suggestions of the German Corporate Governance Code in its version of May 21, This body of rules, which LEONI regards as important, represents a valuable set of guidelines for the Supervisory Board and the Management Board in structuring their mutual collaboration and performing their duties. Both boards therefore paid close attention to the subject of corporate governance in the period under report. For instance, the Supervisory Board dealt with matters pertaining to risk management as well as questions concerning the required independence of the auditors and appointing the auditors to carry out the audit. Furthermore, the Company again in the period under report, and in accordance with Sections 6.4 and 6.8 of the Code, used various appropriate communication media, especially the internet, to ensure that shareholders and investors receive information as up to date and comprehensive as possible. For example, the Company posted on its website all the information relevant to the capital increase that it carried out, which contributed to the success of the increase in share capital. Last but not least, a joint meeting of the Supervisory Board and the Management Board on December 9, 2004 discussed in depth the deviation from the Corporate Governance Code, and prepared and agreed an updated compliance declaration pursuant to 161 of the German Stock Corporation Act. This declaration was made available to shareholders on the same day, on a permanent basis, on the Company s website. The Company states therein that it did not comply with the following recommendations in fiscal 2004: 1. In Section 3.8, paragraph 2 the code recommends to agree upon an appropriate insurance deductible when taking out Directors&Officers Insurance, abbreviated D&O Insurance. LEONI AG and its subsidiaries have such D&O Insurance. It is actually a group insurance policy for a large number of staff with management tasks in Germany and abroad. This insurance comprises executive bodies (e.g. members of the Management Board, managing directors), supervisory bodies (e.g. Supervisory Board, Administrative Board), advisory bodies (e.g. Advisory Board) and executives as defined in Article 5, paragraph 3 of the Works Council Constitution Act (BetrVG) or comparable foreign legal norms. The Supervisory Board and Management Board have no fundamental objection to an agreement of adequate deductibles. However, as the term adequateness with regard to these deductibles is still not sufficiently specified and a corresponding consensus has still to be established, the Supervisory Board and