annual report 2014 zf lenksysteme gmbh

Transcription

ANNUAL REPORT 2014
ZF LENKSYSTEME GMBH
KEY FIGURES 2014
SALES
OPERATING PROFIT
NET PROFIT BEFORE TAX
INVESTMENTS
EMPLOYEES
IN MILLION, EXCEPT EMPLOYEES
NOTE
We have issued the audit opinion presented below in compliance
with legal and professional requirements subject to the conditions
described in the enclosed „Engagement Terms, Liability and Conditions of Use“.
If this document is used in electronic form for the purpose of satisfying disclosure requirements in the Federal Gazette (Bundesanzeiger), only the files in the documents relating to the financial
statements and, where a statutory duty to audit applies, the audit
opinion and the related auditor‘s certificate may be used for this
purpose.
CONTENTS
01 Group management report for 2014
06
Operations and organisation
07
Business environment and developments in the
automotive industry
07
Business development of ZF Lenksysteme
07
02 The Results
18
Consolidated income statement
19
Consolidated statement of comprehensive income
20
Consolidated balance sheet
21
Consolidated cash flow statement
23
Consolidated statement of changes in equity
25
Notes to the consolidated financial statements
27
Audit opinion
67
›
GROUP MANAGEMENT REPORT
ONE
2014
7
Group management report for 2014
GROUP MANAGEMENT REPORT FOR 2014
Operations and organisation
ZF Lenksysteme GmbH was founded in 1999 as a joint venture
with Robert Bosch GmbH (BOSCH) and ZF Friedrichshafen AG
(ZF). Each company held a fifty percent holding. Bosch and ZF signed an agreement on 14/15 September 2014 to increase the Robert
Bosch GmbH shareholding to 100 % in order to ensure that the
future requirements of an increasingly dynamic environment could
continue to be met in the future. The acquisition was subject to
the merger control proceedings of the supervisory authorities. The
ZF Friedrichshafen AG share in the company was transferred to
Robert Bosch GmbH on 30 January 2015 following approval by the
responsible competition authority.
ZF Lenksysteme is a worldwide supplier of steering systems to the
automotive industry. The company develops, manufactures and
markets innovative steering technology for passenger cars and
commercial vehicles. In addition to complete steering systems,
steering columns and steering pumps, the product portfolio also
features components such as valves, universal joints, steering
shafts and gear pumps.
The company is domiciled at, and has its biggest plant in, Schwäbisch Gmünd, in the German state of Baden-Württemberg. Other
plants in Germany are located in Berlin and Bietigheim; the subsidiary ZF Lenksysteme Nacam GmbH is based in Bremen. With
another 14 locations in Europe, North America, South America,
China, Malaysia and India, ZF Lenksysteme also has a global presence which allows it to serve its internationally-focused customers with local development and production services all around
the world. Two other locations in China, as well as new facilities
which will expand the Group’s location in Hungary, are currently
under construction.
Business environment and developments
in the automotive industry
The world economy grew in 2014 with an increase in global output of
2.7 %, lagging behind the long-term trend of 3.3 %. Reasons for this
were the ongoing impact of the sovereign debt crisis in Europe as
well as political tensions in eastern Europe, disappointing developments in Japan and structural problems in a number of emergingmarket economies. The situation was exacerbated by the critical
situation in some Middle Eastern countries. European economies
grew by just 1.2 %. In contrast, the North American economic area
developed positively. Although China maintained strong growth of
7.3 % it failed to repeat the high pace of growth of previous years.
A total of 90.4 million units of passenger cars and commercial vehicles were manufactured worldwide in 2014, around 3 % more than the
year before. Around 4 % more vehicles were produced in the European Union. In North America, vehicle production increased by 5 %,
somewhat more than in the previous year. In contrast, output in
South America dropped by double-digits. At 8 %, vehicle production
grew most strongly in China, although this was only around half the
rate of growth reported the year before. Production figures in India
declined somewhat owing to the country’s weak performance in the
first half of the year.
Business development of ZF Lenksysteme
ZF Lenksysteme reported total revenues during the period under
review of €4.4 billion, up 7 % on the previous year. The margin for
growth of between 5 % and 7 % projected by the ZF Lenksysteme
Group last year was consequently met.
Sales trends
€ million
2014
4,387
2013
4,114
2012
3,997
Group sales were spread among its business fields as follows: 76 %
car steering systems, 16 % commercial vehicle steering systems and
8 % car steering columns.
Sales by business fields
8%
Car steering
columns
76 %
Car steering
assemblies
16 %
Steering assemblies
and columns for
commercial verhicles
Car steering systems
As in previous years, business with car steering systems developed
positively in 2014 and grew by 12 % over last year to reach record
sales of €3.4 billion. Accounting for 76 % of sales, car steering systems remained the largest business field.
In line with the technological advance from hydraulic to electric car
steering systems on the global market, ZF Lenksysteme has developed a complete ZF Servolectric® product range for all passenger
car segments and for light commercial vehicles. ZF Lenksysteme
reported sales of these electric power steering systems in fiscal
2014 of €3 billion, equal to 18 % more than in the previous year.
With its innovative products, extended worldwide production
network and outstanding overall international position, the company again acquired important large-scale projects which allowed
ZF Lenksysteme to secure and expand its share of the worldwide
market.
8
Commercial vehicle steering systems
ZF Lenksysteme’s commercial vehicle steering systems business
includes CV steering systems, CV steering columns and shafts as
well as CV and car steering pumps. The business unit ended the
year with reported sales totalling €682 million, 9 % down on the
previous year.
€382 million of this amount originated from commercial vehicle
steering assemblies and columns. The reduction in sales of 6 % was
mainly due to weak South American and European markets.
Sales of steering pumps dropped by 12 % to €300 million. The drop
in sales in the passenger car pumps segment was exacerbated by
the technological advance from hydraulic to electric car steering
systems, particularly on the European market.
The commercial vehicle steering systems business unit obtained
important orders in 2014. Important product innovations which will
secure long-term business success were brought to series maturity.
Car steering columns
ZF Lenksysteme’s car steering columns business unit reported a 5 %
fall in sales to €341 million. This reduction affected the company’s
European locations in particular. At the same time, however, new
customer projects were acquired in America, Asia and Europe. Production capacities continued to be expanded in Asia as planned.
9
Regions
Operating Profit
With 17 production sites in eight countries, ZF Lenksysteme operates on a worldwide basis. Proximity to customers and their markets
strengthens the company’s international competitive position as well
as allowing it to compensate for regional fluctuations. External sales
by European plants rose by 6 %. Sales increased in the Asia-Pacific
Region by 11 % and in NAFTA by 8 %. In contrast, sales in South America fell by 17 %.
Sales according to region
44 % Germany
10 % Europe
25 % Asia
18 % USA
3 % South America
Earnings, assets and financial position
ZF Lenksysteme reported an operating profit of €250 million in
the fiscal year and increased EBIT by 5.7 % over and above the previous year. As a result, the profit margin projected for 2014 was
exceeded. At the same time, results were impacted by unforeseen
effects: Property, plant and equipment as well as intangible assets
held by the “pumps” unit of the CV Steering Columns division were
written down by €9 million owing to inadequate earnings prospects. Write-downs of €11 million were also required for the steering column product field.
€ million
2014
250
2013
167
2012
160
Trade receivables rose by €82 million and trade payables by €97
million. This was largely due to expansion of business activities at
locations in China.
Sustained high levels of capital spending on property, plant and
equipment of €392 million easily exceeded depreciation. The value
of property, plant and equipment consequently rose by €210 million to €1,147 million. ZF Lenksysteme is therefore prepared for
further growth.
The discounting rate on pension provisions followed the market
and fell once again, from 3.8 % last year to 2.25 % at the end of the
fiscal year. Losses arising from revaluations of defined benefit plans
consequently rose again to €257 million by the end of the year.
Liabilities rose to €638 million.
Deferred tax assets increased by €61 million. €46 million of this
amount was ascribable to the losses arising from revaluations of
defined benefit plans.
Equity development
€ million
2013
2014
Equity rose by €138 million to €903 million by the end of the period under review. The equity ratio remained unchanged at 31 %.
ZF Lenksysteme regards this ratio as placing it in a good position
vis-à-vis its competitors.
Cash flow from operating activities rose to €512 million; €441 million flowed out of the company in the form of investment activities.
With cash and cash equivalents of €265 million, available-for-sale
securities of €3 million and financial liabilities of €154 million,
ZF Lenksysteme’s net financial position at the end of the year 2014
was a positive €114 million. The Group continues to be in a sound
financial position.
Business development is therefore regarded as positive. Anticipated
sales growth was achieved and the targeted profit margin exceeded.
Capital spending
ZF Lenksysteme invested the high amount of €392 million in
property, plant and equipment during the fiscal year. This capital
spending ratio of over 9 % of sales provides a good foundation for
further growth.
€87 million, or 22 %, of capital spending was invested in Germany.
The bulk of foreign direct investments were made in China, Hungary
and the USA.
ZF Lenksysteme concentrated its capital spending on new products
and customer projects as well as in necessary streamlining and replacement.
Employees
Worldwide, ZF Lenksysteme had an average of 13,732 employees
on its payroll during the fiscal year. The workforce has consequently grown by 5 % since the previous year. 6,756 people work in Germany, 2 % more than in the previous year. Outside of Germany
the workforce rose by 8 % to 6,976. Most of this growth took place
at the company’s locations in China, where 2,794, or 20 % of the
10
total workforce, were employed. The location in Florence (USA)
was expanded further and, with 1,185 employees, is now one of
ZF Lenksysteme’s largest plants. The location in Hungary also expanded and, with 755 employees, grew in importance accordingly.
Around 7 % of the company’s total workforce, 999 employees, now
works in South America.
Employees
2014
13,732
2013
13,118
2012
12,717
The “Keep values in mind” initiative, which was launched at all locations in 2013, was successfully concluded. Values will continue to
be integrated as part of our corporate culture on an ongoing basis,
e.g. in the form of employee appraisals and executive programmes.
The profit-sharing model for standard pay scale employees working
at German locations was extended to incorporate quality components. This will encourage employees to focus more closely on this
key corporate objective.
80 % of all employees participated in the global ZAS staff survey.
The survey concentrated in particular on communication between
management, executives and employees, as well as issues relating
to corporate strategy and leadership. Special emerging strengths
are the high level of responsibility demonstrated by our employees,
their strong identification with the company and excellent teambased collaboration.
11
A network for female employees has been created – WOMEN@
ZFLS. This is a further element in making the company a more
attractive employer for women.WOMEN@ZFLS is designed to improve communication and the exchange of ideas and experience
between female employees. The network will also address topics
such as the work-life balance, ways of engaging in continuing
professional development and international delegations.
Research and development
Strength in innovation is a critical element in the business success
of ZF Lenksysteme. In order to fulfil market requirements in terms
of product functionality and quality as well as possible, €260 million
was expended during the fiscal year on research and development;
this is 9 % more than in the previous year.
precision and improved steering comfort, it also implements driver
assistance functions in commercial vehicles for the first time. A
“Lane keeping assistance” project has also been launched to demonstrate the potential for improved road safety. This functionality
not only addresses issues of driving comfort, but also driving safety
by helping drivers to stay in lane by superimposing continuous and
harmonious additional torque.
The “Innovation Truck” was a crowd puller at the IAA Commercial
Vehicles. This long truck can be easily manoeuvred from outside
the driver’s cabin using a tablet and an app specially developed by
ZF Lenksysteme. The practical value of this development is that it
will help to avoid expensive manoeuvring damage and will leverage
efficiency potential at depots and haulier’s facilities.
Purchasing
Research and development spending
€ million
2013
2014
The electromechanical steering system (ZF-Servolectric®) minimises
energy consumption while providing drivers a high level of driving
comfort and precision. Car manufacturers benefit from zero-maintenance and easy installation, while drivers obtain greater electric
steering functionality. ZF-Servolectric® supports this trend by
providing a wide range of assistance and safety features. Its series
applications increasingly include integrated functions to make life
easier, such as parking assistant functions and adjustable steering
characteristics. Safety is also enhanced by other functions (lane
keeping assistant, lane departure warning or oversteering/understeering assistant).
The deployment of the ZF-Servotwin® electric steering system in
the commercial vehicle segment not only permits greater steering
Purchases of product material, operating resources and services
increased by 6 % to €2.7 billion year-on-year.
ZF Lenksysteme’s global purchasing organisation, which has been
restructured in recent years, produces rolling global commodity
group strategies. These are coordinated and successfully implemented by regional procurement centres. This enabled the company
to achieve significant improvements in its pool of suppliers, by
expanding sources of supply in emerging markets and by consolidating well-developed existing procurement markets.
Parallel approvals of several suppliers for a single product enhanced
procurement flexibility and contributed to a further improvement
in the quality of supplies obtained from third parties.
Important impetus was given by the newly established “Aftermarket”
purchasing unit. The methods and processes developed in this segment to guarantee customer requirements, i.e. for short lead times
and faster delivery of prototypes, are transferred directly to volume
business.
12
Production
Sustainability
Numerous processes were optimised during the course of the fiscal
year by consistently applying the ZF Lenksysteme production
system. New production facilities which comply with production
system requirements were commissioned and more effective use
made of space and buildings.
Mobility and transport are hallmarks of a modern society and economy. The climate protection debate has raised public awareness
of this issue considerably and reinforced demands for reductions
in carbon emissions in cars, including steering systems, and for a
greater focus on environmental compatibility. ZF Lenksysteme’s
innovative products contribute to reducing the weight and energy
requirements of steering systems and thereby to mitigating the impact on the environment of growing volumes of traffic.
International meetings of plant managers as well as the Manufacturing Days created platforms which enabled managers to learn
about and make practical and planned use of the production system
methods. These meetings also provided an opportunity to address
leadership issues which play a key role in continuous improvement.
Quality
The quality of products and services is a decisive factor influencing
sales growth and business results. Our aim is to achieve quality leadership in all business fields and in every region. Significant progress
was made in improving the quality of products even further as part
of the strategy of achieving zero defects. In particular, progress has
been made in reducing internal nonconformity costs by means of
systematic process development and standardisation and by improving the in-the-field quality of products by making consistent
use of quality techniques.
The key focus of quality initiatives in 2014 was the topic of “Quality
in the product creation process”. This was also one of the main issues
addressed at the Quality Days held at all ZFLS locations.
IT
One of the main activities undertaken in the fiscal year was achieving
ongoing improvements in the technical and organisational protection
of IT systems and data. Substantial improvements were achieved in
this area by means of standardisation, by simplifying IT infrastructures and processes, and by introducing system redundancies and
high-performance monitoring systems. The technical infrastructure
for using mobile devices was also implemented on this basis.
Environmental protection is systematically integrated in all the
company’s operations and processes. Appropriate measures are
taken to reduce the environmental impact associated with the manufacture, use and later disposal of ZFLS products to a minimum.
This includes the sparing use of resources. Two block-type thermal
power stations were commissioned at the company’s Schwäbisch
Gmünd location during the fiscal year as a further component in
the strategy of reducing energy consumption.
Events after the end of the fiscal year
Robert Bosch GmbH acquired the 50 % share held by ZF Friedrichshafen AG in the previous joint venture ZF Lenksysteme GmbH on
30 January 2015 following approval by the responsible competition
authority. Bosch now therefore owns all the shares in the former
joint venture. The company will be incorporated into the Bosch
Group as a new independent division with the name Robert Bosch
Automotive Steering GmbH. The shareholders’ resolution on the
change of company name and corresponding entry in the commercial
register is planned for adoption in the first quarter of 2015.
13 Group management report for 2014
Mr Holeksa, Dr. Sauer and Dr. Sommer resigned from the Supervisory Board on 30 January 2015 . Dr. Lindner, Mr Kurz and Dr.
Schirmer were elected to the Supervisory Board of ZF Lenksysteme
GmbH effective 31 January 2015 for the remaining period of office
of the Supervisory Board.
Dr. Ottenbruch and Dr. Collenberg resigned from their positions
on the Management Board on 31 December 2014. On 1 January 2015,
Mr Sobottka was appointed Chairman of the Management Board and
Dr. Ketteler was appointed as a member of the Management Board
of ZF Lenksysteme GmbH.
No events occurred after the end of the fiscal year 2014 which were
of material significance for the consolidated financial statements of
ZF Lenksysteme.
Risk management
ZF Lenksysteme’s risk profile is regularly reviewed, evaluated and
documented to ensure compliance with KonTraG, the German
Corporate Monitoring and Transparency Act. Risk management
is an operative component of business processes and has proved
effective as an early warning system for the identification, evaluation and reporting of risks and opportunities. We are constantly
refining and improving this system to accommodate future requirements. Throughout the Group, risks are reported to the management
in accordance with uniform guidelines.
Original and derivative financial instruments are used to hedge
interest rate and currency risks at market rates. As in previous years,
adequate insurance cover still exists for potential damages and
liability risks where this makes sound economic sense. The company
has taken out liability and property insurance policies of a type
which are consistent with standard industry practice. The internal
audit department regularly examines workflows and processes for
proper operation and efficiency in the light of risk considerations.
It also submits proposals to improve the risk management system.
In addition, the risk management system is examined and assessed
by ZF Lenksysteme GmbH’s auditor to ensure that it functions as
required. During the period under review and with a view to the
future, there was no evidence of any risks that might pose a threat
to the continued existence of the company. Worldwide compliance
management ensures proper corporate governance, conformity
with rules and information security within the company.
Outlook, opportunities and risk report
ZF Lenksysteme anticipates modest growth for the German and
European economies in the year 2015. North America is likely to
experience stronger growth. In China, growth will continue at its
currently high level and the economy will pick up in India after
several years of weak growth. Modest growth is anticipated once
more in South America. ZF Lenksysteme projects growth for 2015
of between 5 % and 7 % and predicts that the profit margin in the
fiscal year 2014 will be maintained in the current year. At current
exchange rates the weak euro offers opportunities for growing sales;
on the other hand, economies around the world could be vulnerable
to political and economic developments which might pose an additional risk. Further risks arise from the sovereign debt and euro
crisis in Europe, political crises in Ukraine and the Middle East, as
well as abrupt swings in the price of oil, gas and other commodities.
ZF Lenksysteme is prepared for a potentially volatile market situation in the coming year. The company aims to exploit opportunities
in countries which are experiencing accelerating economic growth
without neglecting those regions in which growth is weaker.
ZF Lenksysteme also anticipates significant pressure on sales prices
comparable to that of previous years. ZF Lenksysteme is facing considerable challenges on its procurement markets. The company will
continue to pursue the goal of achieving profitable growth while
ensuring ongoing liquidity to finance investments in all regions of
the world.
The 100 % acquisition of ZF Lenksysteme by Robert Bosch GmbH
will contribute to ensuring the success of the company: Bosch is
a leading global supplier of technology and service which offers
outstanding prospects for a successful future. As a pacesetter in
the field of power steering systems ZF Lenksysteme contributes
key know-how to Robert Bosch GmbH in areas which will be important for the mobility of the future, such as automated driving,
networking and electromobility for passenger cars and commercial
vehicles. As part of the strong Bosch Group the company is now
also in a superb position to develop its standing as a global market
leader for CV steering systems and to strengthen Bosch Mobility
Solutions.
Schwäbisch Gmünd, 13 February 2015
Christian Sobottka
Dr. Hanns Bernd Ketteler
Dr. Marcus Parche
Dr. Henning Wagner
14
›
THE RESULTS
TWO
Consolidated Financial Statements
19 Consolidated Financial Statements for 2014
›
ZF LENKSYSTEME GMBH, SCHWÄBISCH GMÜND
Consolidated income statement for 2014
Annex
2014
€ million
2013
€ million
Sales revenues
(1)
4,387.7
4,114.4
Cost of sales
(2)
3,602.8
3,482.7
Gross profit
784.9
631.7
Research and development expenses
259.8
237.9
Selling expenses
102.1
93.9
General administration costs
168.9
141.6
Other income
(3)
44.5
38.1
Other expenses
(4)
48.7
29.7
249.9
166.7
Operating profit
Net result from participation
(5)
1.0
2.1
Interest income
(5)
4.6
4.6
Interest expenses
(5)
7.3
6.8
Other financial income
(5)
12.6
4.9
Other financial expenses
(5)
12.3
5.5
-1.4
-0.7
248.5
166.0
64.3
44.6
184.2
121.4
51.7
37.8
132.5
83.6
Net financial result
Net profit before tax
Income taxes
Net profit after tax
of which attributable to minority interests
of which attributable to ZF Lenksysteme GmbH
(6)
Consolidated Financial Statements for 2014
›
Consolidated statement of comprehensive income for 2014
2014
€ million
2013
€ million
184.2
121.4
-159.0
-12.8
46.1
3.7
-112.9
-9.1
Unrealised gains (previous year losses) from available-for-sale
financial assets
16.7
-2.2
Unrealised gains (previous year losses) from currency translation
71.9
-23.1
88.6
-25.3
Other net profit or loss after tax
-24.3
-34.4
Total result
159.9
87.0
of which attributable to minority interests
69.7
34.8
of which attributable to ZF Lenksysteme GmbH shareholders
90.2
52.2
Items which are not reclassified in the income statement
›
Revaluation arising from defined benefit plans
Deferred taxes
Items which may later be reclassified in the income statement
20
›
Consolidated balance sheet at 31 December 2014
Assets
31.12.14
€ million
31.12.13
€ million
264.9
207.9
(8)
3.0
0.0
(9)
794.5
712.9
(10)
58.7
75.2
13.0
17.9
Annex
›
Current assets
Cash and cash equivalents
Financial assets
Trade accounts receivable
Other current assets
Income tax receivables
Inventories
(11)
340.3
294.2
1,474.4
1,308.1
(12)
32.5
12.9
Property, plant and equipment
(13 / 14)
1,147.1
936.8
Intangible assets
(13 / 15)
122.5
116.6
(6)
176.7
115.8
1,478.8
1,182.1
2,953.2
2,490.2
Non-current assets
Financial assets
Deferred taxes
Annex
31.12.14
€ million
31.12.13
€ million
Financial liabilities
(16)
48.8
4.3
Trade accounts payable
(17)
638.8
541.5
Other current liabilities
(18)
226.5
199.0
4.0
8.0
137.1
136.7
1,055.2
889.5
Liabilities
›
Current liabilities
Income tax provisions
Other current provisions
(19)
›
Non-current liabilities
(20)
105.0
150.0
Other non-current liabilities
(21)
128.2
112.8
Provisions for pensions
(22)
637.9
454.0
Other non-current provisions
(23)
122.7
114.5
(6)
1.5
4.9
995.3
836.2
Deferred taxes
›
Equity
Subscribed capital
(24)
127.8
127.8
Capital reserve
(24)
195.3
195.3
407.8
317.6
730.9
640.7
Retained earnings
Equity attributable to ZF Lenksysteme GmbH shareholders
Minority interests
171.8
123.8
902.7
764.5
2,953.2
2,490.2
22
›
Consolidated cash flow statement for 2014
€ million
2014
2013
248.5
166.0
264.0
244.1
2.7
2.2
-1.1
-1.0
9.6
21.1
›
Reconciliation of earnings before tax and cash flow from operating activities
Depreciation/reversal of impairments for property, plant, equipment and intangible assets
Interest result
Other non-cash changes
Result from disposal of property, plant, equipment and intangible assets
›
Change in assets and liabilities
Change in inventories
-46.1
11.0
Change in trade receivables
-81.6
-44.0
13.6
-4.6
Change in other assets
Increase in non-current provisions
Change in other liabilities
Impact of currency translation
Interest received
Interest paid
Income taxes paid
33.1
20.3
140.1
17.6
6.7
-2.4
4.6
4.6
-6.2
-5.8
-76.1
-62.7
€ million
Cash flow from operating activities
Investments in property, plant, equipment, intangible assets and participations
Result from disposal of property, plant, equipment and intangible assets
Cash flow from investing activities
Dividends paid to ZF Lenksysteme GmbH shareholders
Dividends paid to other shareholders
Payments from transactions with minority shareholders
Cash flow from financing activities
Change in cash and cash equivalents
24
2014
2013
511.8
366.4
-451.0
-448.0
10.3
8.5
-440.7
-439.5
0.0
-40.0
-25.1
-17.2
3.4
3.7
-21.7
-53.5
49.4
-126.6
Cash and cash equivalents at the beginning of the fiscal year
207.9
338.9
Exchange rate-related changes in cash and cash equivalents
10.6
-4.4
267.9
207.9
Cash and cash equivalents at the end of the fiscal year
›
Consolidated statement of changes in equity for 2014
Retained
earnings
€ million
Subscribed
capitall
Capitalreserves
Equity earned by
the Group
1.1.2013
127.8
195.3
326.1
Dividend payments
-40.0
Capital increase other shareholders
Comprehensive income
83.6
0.0
0.0
83.6
31.12.13
127.8
195.3
369.7
1.1.2014
127.8
195.3
369.7
Dividend payments
Capital increase other shareholders
Comprehensive income
31.12.14
132.5
0.0
0.0
132.5
127.8
195.3
502.2
›
26
›
Retained
earnings
Other equity components
Items which may later be reclassified in
the income statement
Items which are
not reclassified
in the income
statement
Currency
translation
Available-for-sale
financial
instruments
Revaluation arising
from defined
benefit plans
Equity attributable
to ZF Lenksysteme
GmbH shareholders
Minority
interests
Group equity
32.4
7.2
-60.3
628.5
102.5
731.0
-40.0
-17.2
-57.2
0.0
3.7
3.7
-31.4
-3.0
-34.4
83.6
37.8
121.4
-20.1
-2.2
-9.1
-20.1
-2.2
-9.1
52.2
34.8
87.0
12.3
5.0
-69.4
640.7
123.8
764.5
12.3
5.0
-69.4
640.7
123.8
764.5
0.0
-25.1
-25.1
0.0
3.4
3.4
53.9
16.7
-112.9
-42.3
18.0
-24.3
132.5
51.7
184.2
53.9
16.7
-112.9
90.2
69.7
159.9
66.2
21.7
-182.3
730.9
171.8
902.7
Refer to Accounting and Measuring Principles in the Notes to the consolidated financial statements for more details.
›
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR 2014
Fundamental principles
General
These notes to the consolidated financial statements provide separate explanations of the individual items in the consolidated
income statement, the consolidated statement of comprehensive
income, the consolidated balance sheet, consolidated cash flow
statement and consolidated statement of changes in equity.
ZFLS prepares its financial statements in euros. Except where explicitly stated otherwise, all amounts are in millions of euros (€ million).
These consolidated financial statements were approved by the
Management Board on 13 February 2015 for circulation to the
company’s shareholders.
The consolidated financial statements and the consolidated management report for the fiscal year to 31 December 2014 will be
submitted to the Bundesanzeiger (German Federal Gazette).
Items on the consolidated balance sheet are categorised by maturity.
Assets or liabilities are classed as current if their value is to be recovered or settled within one year. Assets or liabilities are classed
as non-current if their value is to be recovered or settled in more
than one year. Contrary to this fundamental distinction, all trade
receivables and trade payables are carried as current items.
All assets and liabilities are stated at amortised historic cost, with
the exception of derivative financial instruments and marketable
securities that are available for sale, both of which are stated at
their fair value.
Adoption of IFRS
The consolidated financial statements of ZF Lenksysteme GmbH
(referred to in the following as “ZFLS”) for the fiscal year to
31 December 2014 have been prepared in accordance with International Financial Reporting Standards (IFRS) in the form applicable
within the EU, and in compliance with Section 315a Paragraph 1
of the German Commercial Code (HGB). The consolidated financial
statements comply with the guidelines propagated by the International
Accounting Standards Board (IASB), London, in the version valid at
the balance sheet date. The term IFRS also subsumes those International Accounting Standards (IAS) that remain valid. All interpretations declared to be binding for fiscal 2014 by the IFRS Interpretations Committee (IFRIC) were also applied in the preparation
of these statements.
The IASB and the IFRS Interpretations Committee have amended
or ratified the following standards and interpretations whose adoption became mandatory for the first time in fiscal 2014.
›IFRS 10 – Consolidated Financial Statements
IFRS 10 replaces the provisions of the previous IAS 27 Consolidated and Separate Financial Statements and the interpretation
SIC-12 Consolidation – Special Purpose Entities. The provisions
applying to separate financial statements remain in IAS 27. IFRS
10 introduces a single consolidation model for all entities, including special purpose entities, based on control. This has no impact
on the consolidated Group of ZF Lenksysteme.
›IFRS 11 Joint Arrangements
IFRS 11 replaces IAS 31 Interests in Joint Ventures and the interpretation SIC-13 Jointly Controlled Entities – Non-Monetary
Contributions by Venturers. IFRS 11 revokes the previous option
to apply proportionate consolidation to joint ventures. It is now
mandatory to include these enterprises in the consolidated financial statements using the equity method. This has no impact on the
consolidated financial statements of ZF Lenksysteme.
›IFRS 12 Disclosure of Interests in Other Entities
IFRS 12 is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities, including
subsidiaries, joint arrangements, associates and unconsolidated
structured entities. As the new standard requires the disclosure of
additional new information in addition to the previous disclosure
requirements the disclosures made by the Group on these entities
are more extensive than in the past.
›Amendment to IFRS 10, IFRS 12 and IAS 27 – Investment Entities
The new provision exempts entities which meet the definitional
criteria of an investment entity under IFRS 10 from the requirement to consolidate. Investment entities are instead required
to use the fair value to measure investments in their subsidiaries
recognised in profit or loss. This amendment is not relevant
for the Group as ZF Lenksysteme GmbH does not meet the
definitional criteria of an investment entity under IFRS 10.
›IAS 28 Investments in Associates and Joint Ventures
(revised 2011)
Requirements relating to the use of the equity method for accounting for investments in associates and joint ventures. This has no
impact on the consolidated financial statements of ZF Lenksysteme.
›Amendment to IFRS 36 – Recoverable Amount Disclosures for
Non-Financial Assets
The amendment is intended to eliminate undesirable effects on
the disclosure requirements arising from the introduction of IFRS
13. The amendment also requires disclosures on the recoverable
amount for assets or cash-generating units for which an impairment has been recognised or reversed during the reporting period.
The amendment only results in modified or additional disclosures and does not affect the Group’s assets, financial and earnings
position.
›Amendment to IAS 39 – Novation of Derivatives and
Continuation of Hedge Accounting
In certain circumstances the amendment allows for the continuation
of hedge accounting in cases in which derivatives which are designated as hedging instruments are centrally cleared on the basis of
statutory or oversight regulations (novation). This has no impact
on the consolidated financial statements of ZF Lenksysteme.
›IFRIC 21 Levies
IFRIC 21 deals with issues relating to the accounting for levies imposed by governments which are not income taxes within the scope
of IAS 12 Income Taxes and, in particular, clarifies when obligating
events that give rise to a liability to pay such levies must be recognised in the annual financial statements as liabilities. This has no
impact on the consolidated financial statements of ZF Lenksysteme.
The IASB has published the following standards and interpretations which have already been adopted under EU law as part of the
“comitology” procedure but which were not yet mandatory in the 2014
fiscal year. The ZFLS Group is not adopting these standards and interpretations prematurely.
28
›Amendment to IAS 19 – Employee Benefits
The amendment of IAS 19 was published in November 2013 and
must be adopted for the first time in the fiscal year which begins
on or after 1 July 2014. The amendment allows contributions made
in the period by employees or third parties to defined benefit plans
to be recognised as a reduction in the ongoing service costs in the
period in which the related service is rendered if the amount of
the contributions is independent of the number of years of service.
If employee contributions depend on the number of years of service, the project unit credit method is mandatory. This amendment
must be applied retrospectively. The Group is currently evaluating
the extent to which the amendment will impact the consolidated
financial statements.
›Improvements to IFRS (2010–2012)
The improvements to IFRS 2010-2012 concern a collection of
amendments which were published in December 2013 and which
relate to narrow scope changes to IFRS 2, IFRS 3, IFRS 8, IFRS 13,
IAS 16, IAS 24 and IAS 38. These amendments must be applied
for the first time in fiscal years beginning on or after 1 July 2014.
No material impact on the consolidated financial statements of
ZF Lenksysteme is expected.
›Improvements to IFRS (2011-2013)
amendments which were published in December 2013 and which
relate to narrow scope changes to IFRS 1, IFRS 3, and IAS 40. These
amendments must be applied for the first time in fiscal years beginning on or after 1 July 2014. No material impact on the consolidated
financial statements of ZF Lenksysteme is expected.
The IASB has published the following standards and interpretations which were not yet mandatory in fiscal 2014. These standards
and interpretations have not been recognised to date by the EU and
are not applied by the Group.
›IFRS 9 Financial Instruments
›Amendment to IFRS 11 Joint Arrangements – Acquisitions of
With the publication of the final version of IFRS 9 in July 2014, the
IASB has completed its project of replacing IAS 39. IFRS 9 introduces a comprehensive standard for the classification and measurement of financial assets based on their cash flow characteristics
and the business model in which they are held. The standard also
provides for a new impairment model based on projected losses
from default events. The standard also includes new guidance
for hedge accounting to enable entities to better reflect their risk
management activities in their financial statements, particularly
with regard to the hedging of non-financial risks. The new provisions
must be applied for the first time in fiscal years beginning on or
after 1 January 2018. Earlier application is permitted. No material
impact on the consolidated financial statements of ZF Lenksysteme
is expected.
Interests in Joint Operations
The amendment to IFRS 11, which was published in May 2014,
clarifies that purchases and acquisitions of interests in joint
operations which constitute a business, as defined in IFRS 3
Business Combinations, must be accounted for by applying all of
the principles on business combinations accounting in IFRS 3 and
other applicable IFRSs with the exception of those principles that
conflict with the guidance in IFRS 11. The amendments are effective
prospectively for acquisitions of an interest in fiscal years beginning on or after 1 January 2016, with earlier application being
permitted. ZF Lenksysteme currently does not hold any interests
in joint operations.
›Amendment to IFRS 10, IFRS 12 and IAS 28
– Investment Entities – Applying the Consolidation Exception
The IASB published an amendment standard in December 2014
to address issues that have arisen in relation to the exemption
from consolidation for investment entities. The standard must
be applied as of 1 January 2016 but may also be applied earlier.
The amendments are not relevant for the Group as ZF Lenksysteme
GmbH does not meet the definitional criteria of an investment entity
under IFRS 10.
›Amendment to IFRS 10 and IAS 28 – Sales or contributions of assets between an investor and its associate/joint ventur
The IASB published amendments to IFRS 10 and IAS 28 in September
2014 to address an inconsistency between the two standards for
the accounting of sales of an investor’s assets or the contribution of such assets to the investor’s associate or joint venture. If
the transaction concerns a business as defined in IFRS 3 Business
Combinations, the resulting gain or loss must be recognised in
full by the investor; if, on the contrary, the transaction concerns
the sale of assets which do not constitute a business, only a partial
gain must be recognised. These amendments must be applied for
the first time in fiscal years beginning on or after January 1, 2016.
Earlier application is permitted. No impact on the consolidated
›IFRS 15 Revenue from Contracts with Customers
IFRS 15 was published by the IASB in May 2014 with the objective
of removing numerous inconsistencies in revenue recognition in
diverse standards and interpretations and of providing a single,
principles-based model to be applied for all industries and all
categories of revenue transactions. IFRS 15 specifies the amount
and timing of revenue recognition. The basic principle is that
revenue is recognised for the amount of consideration expected
from the transfer of goods or services. IFRS 15 also includes
additional guidance on multiple-element arrangements and
new rules on the treatment of service contracts and contract
modifications. The new standard also requires disclosure of
various qualitative and quantitative information to enable the
users of financial statements to understand the nature, amount,
timing, and uncertainty of revenue and cash flows arising from
a contract with a customer. IFRS 15 replaces IAS 11 Construction Contracts, IAS 18 Revenue and related interpretations.
Application of the standard is mandatory for annual reporting
periods starting from 1 January 2017 onwards. Earlier application
is permitted. The transition guidance allows entities the option
of applying IFRS 15 in full to prior periods (with certain limited
practical expedients being available) or of adopting modified retrospective application. The latter would allow first-time application
of the standard beginning in the current reporting period without
the need to restate comparative periods, although additional information must then be provided. The Group is currently evaluating
the extent to which the new standard will impact the consolidated
financial statements.
›Amendments to IAS 1 Presentation of Financial Statements
– Disclosure Initiative
The IASB published amendments to IAS 1 Presentation of Financial
Statements in December 2014 under its Disclosure Initiative. The
amendments aim in particular at clarifying assessments of the
materiality of disclosures; presentation of additional items in the
balance sheet, income statement or statement of comprehensive
income; the presentation of items of other comprehensive income
due to associates and joint ventures accounted for using the equity
method; the structure and content of disclosures in the notes and
disclosure of significant accounting policies. The amendments are
effective for annual periods beginning on or after 1 January 2016.
Earlier application is permitted. No material impact on the consolidated financial statements of ZF Lenksysteme is expected.
›Amendment to IAS 16 Property, Plant and Equipment and
IAS 38 Intangible Assets – Clarification of Acceptable Methods of
Depreciation and Amortisation
These amendments provide additional guidance on acceptable
methods of depreciation or amortisation. The amendments clarify
that a revenue-based method is not considered appropriate for
property, plant and equipment and only in limited circumstances
for intangible assets. The amendments are effective for annual
periods beginning on or after 1 January 2016. Earlier application is
permitted. No impact on the consolidated financial statements of
ZF Lenksysteme is expected.
30
›Improvements to IFRS (2012-2014)
amendments which were published in September 2014 and which
relate to narrow scope changes to IFRS 5, IFRS 7, IAS 19 and IAS 34.
They must be applied for the first time in fiscal years beginning on
or after 1 January 2016. No material impact on the consolidated
Consolidated Group/list of shareholdings
Besides ZF Lenksysteme GmbH itself, the consolidated Group consists
of one (previous year: one) German subsidiary and fifteen (previous
year: fifteen) foreign subsidiaries in which ZF Lenksysteme GmbH
controls the majority of the voting rights.
The composition of the consolidated Group on 31 December 2014
is shown in the table below:
Company name and domicile
Nominal capital
Equity stake in %
Consolidated companies not including the parent company
ZF Lenksysteme Nacam GmbH, Bremen *
2,100,000 EUR
100
ZF-Systèmes de Directions France S.A.S., Marignier/France
7,975,000 EUR
100
21,350,000 EUR
100
ZF Systèmes de Direction Nacam S.A.S., Vendôme/France
5,000,000 EUR
100
ZF Steering Systems LLC., Florence, Kentucky/USA
16,000,000 USD
100
ZF Sistemas de Direçáo Ltda, Sorocaba/Brazil
52,794,868 BRL
100
ZF Steerings (Malaysia) Sdn. Bhd., Penang/Malaysia
26,000,000 MYR
100
ZF Shanghai Steering Systems Co. Ltd., Shanghai/China
69,520,000 USD
51
ZF Shanghai Steering Systems (Yantai) Co. Ltd., Yantai/China
286,000,000 CNY
51
ZF Shanghai Steering Systems (Wuhan) Co. Ltd., Wuhan/China
138,000,000 CNY
51
ZF Lenksysteme Hungária Kft., Eger/Hungary
11,000,000 USD
70
ZF Commercial Vehicle Steering (Shandong) Co. Ltd., Jinan/China
189,562,492 CNY
100
ZF Lenksysteme (Shanghai) Co., Ltd. Shanghai (Minhang)/China
156,000,000 CNY
100
ZF Steering Jincheng (Nanjing) Co. Ltd., Nanjing/China
ZF Lenksysteme (Shanghai) Management Co. Ltd., Shangai/China
ZF Lenksysteme (Nanjing) Co. Ltd., Nanjing/China
ZF Lenksysteme India Private Limited Pune / India
* Pursuant to Section 264 Para. 3 of the German Commercial Code (HGB),
inclusion in these consolidated financial statements exempts this company
from the requirement to disclose separate annual financial statements.
2,100,000 USD
100
80,000,000 USD
100
2,945,000,000 INR
74
32
Principles of consolidation
Currency translation
Capital is consolidated using the acquisition method in accord
ance with IFRS 3. The cost of acquired shares is allocated to
the assets, liabilities and contingent liabilities of consolidated
subsidiaries, whose value is restated at the time of acquisition.
Any excess of cost over net fair value is capitalised as goodwill.
For all acquisitions effected before 1 January 2004, capital will
continue to be consolidated in accordance with the German
Commercial Code (HGB).Intercompany receivables, payables,
provisions, revenue, expenditure and profits between consolidated
companies are eliminated within the framework of consolidation.
Guarantees and warranties that exist between companies in the
consolidated Group are likewise eliminated.
Financial statements presented in foreign currencies by consolidated
companies are translated using the concept of the functional
currency (defined in IAS 21) and based on the modified closing rate
method. Since subsidiaries operate independently in terms of their
financial, economic and organisational activities, the functional
currency is generally the local currency in the country where the
company is domiciled.
The principles of consolidation remain unchanged from the previous
year.
Accordingly, expenditure and revenue recorded in the foreign
currency financial statements of subsidiaries are translated in the
consolidated financial statements at the average rate, while assets
and liabilities are translated at the closing rate on the balance sheet
date. Discrepancies arising from the translation of equity at historic
exchange rates are netted against retained earnings. Discrepancies
due to the use of different exchange rates in the income statement
are also included in retained earnings and are not recognised in
profit and loss.
In the stand-alone financial statements prepared for ZF Lenksysteme
GmbH and for each of its subsidiaries, receivables and payables
denominated in foreign currencies are valued at the closing rate on
the balance sheet date. Realised foreign exchange gains or losses
are recognised in profit and loss.
Those exchange rates that underpin currency translation and have
a material influence on the consolidated financial statements changed
as follows (relative to one euro) in the period under review:
Closing rate
Average rate
31 Dec. 2014
31 Dec. 2013
2014
2013
US dollars
1.2141
1.3791
1.32825
1.32828
Chinese renminbi (CNY)
7.5358
8.3491
8.18366
8.16620
Brazilian reals (BRL)
3.2207
3.2576
3.12150
2.87012
Malaysian ringgits (MYR)
4.2473
4.5221
4.34468
4.18770
76.2600
84.964
81.02064
77.9337
Indian rupies
ACCOUNTING AND MEASUREMENT PRINCIPLES
Recognition of expenses and income
Revenues from the sale of products are recognised when ownership
or risk is transferred to the customer, when a price has been agreed
or can be identified, and when it is reasonable to assume that the
price will be paid. Revenues are reported net of cash discounts, price
concessions, customer bonuses and other discounts.
The cost of sales includes the cost of producing sold goods and
the cost of sold merchandise. This figure includes material and
production costs that are directly attributable as well as production
overheads that are indirectly attributable, including depreciation
of production machinery and intangible assets. The cost of goods
sold also includes write-downs on inventories.
Research and non-capitalisable development expenses are
recognised in profit and loss at the time they are incurred.
Financial instruments
A financial instrument is a contract that simultaneously creates a
financial asset for one company and a financial liability or equity
instrument for another company. Such instruments are recognised
at the settlement date. When recognised for the first time, financial
assets are stated at cost. Transaction costs are included, except in the
case of financial assets that are carried at fair value and recognised
in profit and loss.
Financial assets as defined in IAS 39 are classified as financial assets at fair value through profit or loss, as loans and receivables,
as held-to-maturity investments or as available-for-sale financial
assets.
After initial recognition, financial assets that are available for sale
are carried at their fair values. Where market prices are not known,
the fair value of financial assets that are available for sale is determined by using appropriate valuation methods (such as discounted
cash flow), subject to due account for market data available at the
balance sheet date. Gains and losses arising from changes in the fair
value of financial assets that are available for sale are included in
equity. They are not recognised in profit and loss until the financial
assets are disposed of or an impairment is incurred. In the event of
impairment, the cumulative net loss is subtracted from equity and
posted to earnings.
Receivables are Group loans or receivables that are not held for
trading purposes. These items are stated at amortised cost. Noninterest-bearing or low-interest-bearing receivables with maturities
of over one year are discounted. Impairments are effected to provide
for all perceivable risks.
In accordance with IAS 39, ZFLS regularly assesses whether there
is substantial objective evidence that a financial asset or a group of financial assets is impaired. If such evidence is found, the impairment
loss is recognised in profit and loss.
The ZFLS Group uses derivative financial instruments only to
hedge currency risks and raw material price risks arising from
operating business and/or to reduce the financing requirements
that result from operating business. In accordance with IAS 39, all
derivative financial instruments (such as currency swaps and forward exchange contracts) are stated at their fair value.
Insofar as the strict criteria specified by IAS 39 for hedge accounting
are met, these instruments are carried as fair value hedges or cash
flow hedges. Where hedge accounting principles cannot be applied,
changes in the fair value of derivative financial instruments are
recognised in profit and loss.
Fair value hedges hedge exposure to changes in the value of balance
sheet items. In the case of a fair value hedge, the results of a fair
valuation of derivative financial instruments and the underlying
transactions are recognised in profit and loss.
Cash flow hedges are used to hedge exposure to variations in the
value of future cash flows. In the event of changes in the fair value
of derivative instruments used within the framework of cash flow
hedges, the portion of unrealised gains or losses on the hedging
instrument that is deemed to be the effective hedge is initially posted
to retained earnings and is not recognised in profit or loss. Said
item is transferred to the income statement at the time when the
hedged transaction is recognised in profit and loss. The ineffective
part of the hedge is immediately recognised in profit and loss.
Inventories
Inventories of raw materials, supplies and goods for resale are stated at the lower of average cost or net realisable value. Work in
progress and finished products are likewise stated at the lower of
cost or net realisable value. Production costs include all costs that are
directly attributable to the production process, plus an appropriate
portion of production overhead costs. The latter include production
-related depreciation, a share of administrative costs and a share
of social security expenses. Company pension expenses are stated
as part of the cost of production. Financing costs are not included
in this item.
34
Throughout the Group, property, plant and equipment is depreciated
over the following standard useful lives:
in years
Land and buildings
10 bis 33
Technical equipment, plant and machinery
2 bis 10
Other equipment, factory and office equipment
3 bis 13
The depreciation of machinery operated for multiple shifts is accelerated by appropriate shift-related surcharges.
The useful lives defined for assets are reviewed once a year and
adjusted where appropriate.
Leasing instalments and rental payments arising from operating leases
are stated as constant expenditure items in the income statement
throughout the term of the leasing or rental agreement. The future
burden arising from operating lease agreements is carried under
other financial obligations.
Intangible assets
Non-current financial assets
Investments carried under non-current financial assets are stated
at fair value, mostly on the basis of stock prices.
All property, plant and equipment is used for operating purposes
and is stated at cost less depreciation. The straight-line method of
depreciation is used over the entire useful life of property, plant
and equipment.
In accordance with IAS 38, purchased and self-constructed intangible
assets are capitalised if it is probable that use of these assets will be
linked to future economic benefits and if the cost of the assets can be
measured reliably.
Development expenditure is capitalised at cost where costs can
be attributed unambiguously and where both technical feasibility and the ability to market the end product are guaranteed.
It must also be reasonably certain that the development activity
will lead to future economic benefits. Capitalised development
expenditures include all costs that can be attributed directly to
the development process. Capitalised development expenditure
is amortised from the time when production commences and
throughout the anticipated product life cycle (usually five years).
Other intangible assets (primarily tool subsidies made available to
suppliers plus patents and software) are stated at cost and depreciated in a straight line over the course of their useful life:
in years
Tool subsidies
1 to 6
Software
3 to 5
Cost of debt
The cost of debt is recognised as expense when it is incurred, provided this is not incurred for qualifying assets.
Government grants
In accordance with IAS 20, government grants are carried only if
there is reasonable assurance that the relevant conditions will be
met and the subsidies will indeed be granted. Investment grants
are stated separately from non-current assets in the reporting period
in which they are acquired.
Impairment tests
Impairment tests are performed once a year (on 31 December) for
intangible assets that are not yet ready for use. For other intangible
assets and property, plant and equipment, corresponding tests are
performed at the balance sheet date to assess whether there is evidence that such assets may be impaired. Should such evidence be
found, existing valuations are reviewed in accordance with IAS 36.
To this end, the recoverable amount – the higher of fair value less
selling costs and the value in use of the asset or smallest cashgenerating unit – is measured. The recoverable amount must be
measured for each individual asset. If an asset does not generate
cash inflows which are largely independent of the cash flows generated by other assets or groups of assets, the impairment test is
not performed at the level of the individual asset but at the level of
the cash-generating unit to which the asset can be assigned. Value
in use is the present value of future cash flows that are expected
from the ongoing use of the asset and its disposal at the end of its
useful life. An impairment is effected if the recoverable amount is
less than the carrying amount of the asset or of the cash-generating
unit. If the reason for an earlier impairment no longer applies, the
impairment can be reversed at most up to the amount of the amortised cost.
The fair value, less the costs of disposal for a cash-generating unit,
is estimated using the discounted cash flow method. The fair value,
less the costs of disposal, of individual assets, is estimated on the
basis of the cost of similar assets.
Actual tax refund claims and actual tax liabilities
Actual tax refund claims and actual tax liabilities for the current
period and for previous periods are assessed based on the amount
of an expected refund from or payment to the tax authorities. This
amount is calculated on the basis of the tax rates and tax laws valid
at the balance sheet date.
Actual taxes relating to items which are recognised in equity are
themselves also recognised in equity, not in profit and loss.
36
Deferred taxes
In accordance with IAS 12, deferred tax assets and liabilities are
formed for temporary differences between valuations for tax and
financial reporting purposes. Deferred tax assets also include the
entitlement to tax breaks owing to the expected application of existing loss carryforwards in subsequent years. Deferred taxes are
calculated on the basis of the tax rates that, in light of the current
legal situation, will be or are expected to be valid in the countries
concerned when said deferred taxes are realised.
Provisions for pensions are formed using the projected unit credit
method in accordance with IAS 19. This method takes account of
pensions and vested rights that are known at the balance sheet
date, as well as of expected future increases in pensions, wages and
salaries. Calculations are based on actuarial appraisals and make
due provision for current biometric statistics. Actuarial gains and
losses are carried under equity in the period in which they occur.
They are not recognised in profit and loss. All expenses arising
from appropriations to pension obligations are attributed to the
costs of the functions concerned.
Deferred tax assets relating to temporary differences and tax loss
carryforwards are recognised only if it is more likely than not that
the resultant tax breaks will actually be realised in future.
Other provisions
Deferred tax liabilities due to temporary differences relating to investments in subsidiaries are not recognised if it is possible to control
the timing at which temporary differences are reversed, and if it
is likely that the temporary differences will not be reversed in the
foreseeable future.
The carrying amount of deferred tax assets is assessed every balance sheet date and reduced to the extent to which it is no longer
probable that sufficient taxable earnings will be available to offset
at least part of the deferred tax assets. Unrecognised deferred tax
assets are assessed every balance sheet date and are recognised
to the extent to which it has become probable that future taxable
earnings will enable the deferred tax assets to be realised.
Taxes on income which relate to items stated directly under equity
are themselves also recognised in equity, not in profit and loss. Deferred tax assets and deferred tax liabilities are netted if the Group
is legally entitled to offset actual tax refund claims against actual
tax liabilities, and if both items relate to income taxes payable by
the same tax-paying entity to the same fiscal authority.
Financial liabilities are stated at amortised cost.
Other provisions are formed whenever obligations exist in respect
of third parties that are likely to be realised and for which the
probable amount that must be set aside as provisions can be estimated reliably. To value other provisions (especially in the case of
warranties and anticipated losses on incomplete transactions), all
cost components are taken into account that are also capitalised in
inventories. Non-current provisions with maturities of more than
one year are stated at their discounted repayment amount at the
balance sheet date.
Discretionary decisions and uncertainties in connection with
estimates
Preparing consolidated financial statements requires to some extent
the use of assumptions and estimates that affect the reported value
of assets and liabilities, the income and expenses for the reporting
period and the contingent liabilities shown on the reporting date.
Significant discretionary decisions which are affected by such
assumptions and estimates include the recoverability of assets,
provisions for anticipated losses on contracts, warranty obligations
and employee benefits.
Recoverability of assets
Determining the recoverable amount of a cash-generating unit
involves the use of estimates. The recoverable amount is the higher
of fair value less selling costs and the value in use. The recoverable
amount is the discounted present value of estimated future cash
flows. The discounted value of future cash flows is estimated on
the basis of reasonable and supportable assumptions, including in
particular assumptions regarding future sales prices and volumes,
costs and discount rates. Although the Management is confident
that these assumptions are reasonable, the analysis may need to
be modified if there is a change in assumptions and circumstances.
This could result in future changes in value if the applied assumptions and estimates prove to be incorrect.
Likewise, whenever property, plant and equipment and other
intangible assets are tested for impairment, the determination of
the assets’ recoverable amount involves the use of estimates by
management and can have a material impact on the respective values
and ultimately the amount of any impairment.
The measurement of receivables involves significant judgement
and reviews of the creditworthiness and financial solvency of individual customers. Such judgement and reviews are themselves
highly dependent on current worldwide economic developments
and may consequently change as a result.
The Group examines at each balance sheet date whether it is sufficiently probable that future taxable profits will be available in
order to realise deferred tax assets. This entails judgements such as
assessments of the tax benefits arising from future taxable income.
The reported deferred tax assets could be reduced if the assumptions
regarding planned taxable income are adjusted downwards or if
changes in current tax legislation limit the time during which or the
extent to which future tax benefits can be realised.
Provisions for anticipated losses on contracts and for warranty
obligations
Provisions for anticipated losses on contracts are recognised when
current estimates of total costs exceed anticipated revenue. These
estimates may change if new revenue and cost structure information
becomes available. Allowances for warranty risks also involve
significant estimates of future costs and other assessments which
influence the amount of potential obligations.
Employee benefits
Pensions and similar obligations are accounted for in accordance
with actuarial assessments. These are based on statistical and other
factors that enable future events to be anticipated. The actuarial
assumptions, discount rate and pension trends are assessed as
the key material factors. These actuarial assumptions may differ
from actual developments and consequently result in a significant
change in pension and other obligations. The resulting differences
are recognised directly in equity in the period in which they arise
and not in profit and loss.
Disclosures on major subsidiaries in which die ZF Lenksysteme
GmbH holds interests in the framework of a joint venture
Condensed balance sheet of the ZF Shanghai Steering Systems Co.,
Ltd. Group:
The following financial information relating to subsidiaries with minority interests has been produced on the basis of non-consolidated
values:
in € millions
Equity share of other shareholders of ZF Shanghai Steering Systems
Co., Ltd. Group:
2014
ZF Shanghai Steering Systems Co.
Ltd., Shanghai / China
ZF Shanghai Steering Systems
(Yantai) Co. Ltd., Yantai / China
ZF Shanghai Steering Systems
(Wuhan) Co. Ltd., Wuhan / China
49 %
49 %
49 %
49 %
49 %
Condensed income statement of the ZF Shanghai Steering Systems
Co., Ltd. Group:
Revenue
2014
2013
883.5
801.5
-656.0
-643.8
124.1
87.0
0.4
0.2
124.5
87.2
Income tax
-17.2
-13.0
107.3
74.2
of which attributable to minority
interests
52.6
36.3
Dividends paid to other shareholders
23.9
15.2
Cost of sales
Operating result
Net financial resul
2013
Current assets
397.3
302.5
Non-current assets
316.3
228.3
387.9
299.3
5.1
3.4
Equity
320.6
228.1
Equity attributable to
ZF Lenksysteme GmbH
163.6
116.3
Minority interests
157.0
111.8
Assets
Liabilities
Non-current liabilities
49 %
These companies are active in the field of steering technology.
in € millions
2014
Current liabilities
›
ZF Shanghai Steering Systems Group
2013
38
Condensed cash flow statement of the ZF Shanghai Steering Systems Co., Ltd. Group:
in € millions
2014
2013
Cash flow from operating activities
153.3
148.9
Cash flow from investing activities
-94.0
-109.7
Cash flow from financing activities
-48.8
-40.7
10.5
-1.5
Change in cash and cash equivalents
›
NOTES
Notes to the consolidated income statement
(3) Other income
Cost-of-sales method
The consolidated income statement was prepared using the costof-sales method.
€ million
2014
2013
Income from exchange rate differences
27.8
22.3
Other income
(1) Sales
16.7
15.8
44.5
38.1
€ million
2014
2013
Germany
1,140.8
1,147.0
831.9
791.8
€ million
2014
2013
North America
1,006.7
885.8
South America
117.2
154.4
Expenses from exchange rate
differences
25.9
21.8
1,270.3
1,130.4
20.8
5.0
Expenses due to impairment of
receivables
3.3
3.5
4,387.7
4,114.4
Losses on the disposal of property,
plant and equipment
4.0
2.1
Other European countries
Asia/Pacific
Other countries
These sales figures consist almost exclusively of revenues from the
sale of goods.
(2) Cost of sales
€ million
Material costs
Personnel expenses
Depreciation and amortisation
Other
(4) Other expenses
Other expenses
15.5
2.3
48.7
29.7
(5) Net financial result
2014
2013
2,705.2
2,558.7
559.8
526.8
240.1
225.1
97.7
172.1
3,602.8
3,482.7
Depreciation includes impairment write-downs totalling €20.0
million (previous year: €39.5 million). Further details are given
under (7) Other disclosures on the consolidated income statement,
(13) Consolidated statement of fixed assets, (14) Property, plant
and equipment and (15) Intangible assets.
€ million
2014
2013
Net result from participations
(income from participations)
1.0
2.1
Interest income (interest and similar
income)
4.6
4.6
Interest and similar expenses
6.2
5.8
Other compound interest
1.1
1.0
Interest expenses
7.3
6.8
Other financial income
(from financial instruments)
12.6
4.9
Other financial expenses
(from financial instruments)
12.3
5.5
Net financial result
-1.4
-0.7
(6) Income taxes
€ million
Actual tax expenses
Deferred taxes on temporary
differences
Deferred taxes arising from loss
carryforwards and tax breaks due
to the appropriation of losses and tax
credit
2014
2013
77.0
51.9
-29.4
-23.4
16.7
16.1
64.3
44.6
Actual tax expenses include taxes for previous years of €2.5 million
(previous year: €1.3 million).
In the period under review, corporate income tax stood at 15 % in
Germany (previous year: 15 %). Allowing for the solidarity charge
of 5.5 % and an average trade tax multiplier of 381 % (previous year:
€ million
40
381 %) the effective rate of income tax for companies domiciled in
Germany is 29 % (previous year: 29 %). This rate is also used to
reconcile the tax and financial reporting figures.
In the fiscal year under review, the nominal rate of income tax in
other countries varied between 10 % and 37.55 % (previous year:
10 % and 35 %).
Temporary differences relating to shares held in subsidiaries and
for which no deferred taxes were recognised totalled €20.7 million
(previous year: €15.3 million). Deferred taxes were not calculated
because these temporary differences will not be reversed in the
foreseeable future. The Group elected not to calculate the potential
impact on the tax burden as the effort involved would have been
inordinate.
Deferred tax assets and liabilities in relation to items on the balance
sheet on 31 December are listed below:
31 Dec. 2014
31 Dec. 2013
Assets
Liabilities
Assets
Liabilities
Receivables and other assets
2.1
3.1
5.9
5.4
Inventories
3.5
1.7
1.9
1.4
8.6
50.8
6.0
46.7
Intangible assets
21.2
0.6
17.3
0.3
91.6
43.6
Other provisions
43.6
34.4
Payables and other liabilities
27.7
Tax loss carryforwards
Tax credits
0.4
10.6
7.1
39.3
26.4
6.4
0.7
231.8
56.6
165.4
54.5
Netting
-55.1
-55.1
-49.6
-49.6
Taxes recognised on the balance sheet date
176.7
1.5
115.8
4.9
In the fiscal year under review, deferred tax assets totalling €46.1
million (previous year: €3.7 million) were carried in relation to
temporary differences for pension provisions but not recognised in
profit and loss. Currency translation differences not recognised in
profit and loss arose of €5.5 million (previous year: -€2.1 million).
Adjustments, however, were recognised in profit and loss.
The valuation of deferred tax assets was based on expected future
business development over the next three years from the time at
which the consolidated financial statements were prepared. However,
ZFLS cannot rule out the possibility that actual developments will
be affected by external factors and may deviate from our original
estimates.
Loss carryforwards for which no deferred tax assets are recognised on the balance sheet stood at €151.1 million (previous year: €97.1
million). Of this amount, €151.1 million (previous year €76.2 million)
can be carried forward without limit in time. The remainder can be
carried forward over a period of three to 18 years.
Reconciliation of expected to actual income tax expenses:
€ million
2014
2013
248.5
166.0
Expected income tax expenses
72.1
48.1
Tax effects due to different national tax rate
-4.1
-5.7
Revaluation of deferred taxes due to changes in tax laws
-0.1
-1.1
Net profit or loss before tax
Deviations from the tax assessment basis
-0.5
-3.0
Changes in valuation adjustments on deferred taxes arising from temporary differences
+1.3
+7.5
Current tax breaks arising from appropriation/ post-capitalisation of hitherto unrecognised losses and
unrecognised deferred tax assets on current losses
-4.0
+1.2
Deferred taxes on tax credits
-1.8
-5.1
Impact of issues in previous periods on tax expenses
+1.4
+1.7
0.0
+1.0
64.3
44.6
Other tax effects
Recognised tax expenses/refunds
€ million
Expenses for raw materials, supplies and merchandise
Expenses for purchased services
Other cost of materials
The cost of materials carried in the consolidated income statement
breaks down into the following items:
›
(7) Other disclosures on the consolidated income
statement
2014
2013
2,689.2
2,526.2
45.1
46.2
5.7
21.8
2,740.0
2,594.2
Personnel expenses break down as follows:
€ million
2014
2013
Wages and salaries
614.5
565.0
Social security and benefit expenses
132.9
122.8
52.6
46.6
800.0
734.4
Pension expenses
The employer’s statutory contribution to pension insurance is subsumed under social security contributions.
In fiscal 2014, benefits totalling €5.0 million (previous year: €2.2
million) were paid in relation to the termination of employment
contracts (including but not limited to severance payments).
Impairment losses for the Passenger Car Steering Columns Business
Unit of €11.0 million were incurred (previous year: €6.9 million).
This amount is ascribable to property, plant and equipment.
Impairment losses for the “Pumps” function of the Commercial
Vehicle Steering Systems Business Unit of €9.0 million were incurred
(previous year: €32.6 million). €8.5 million of these impairment
losses are ascribable to property, plant and equipment and €0.5
million to intangible assets. The impairment losses are included in
the cost of goods sold.
Depreciation affected the following items on the consolidated
balance sheet:
€ million
Intangible assets
2014
2013
50.7
37.5
193.3
167.1
244.0
204.6
42
Write-downs on intangible assets are included in the following
items in the consolidated income statement:
€ million
Cost of sales
2014
2013
43.4
31.6
Research and development expenses
4.6
4.7
Selling expenses
0.2
0.2
General administration expenses
2.5
1.0
50.7
37.5
Research and development expenses stated in fiscal 2014 – including a write-down of €2.5 million (previous year €2.5 million) on
capitalised development costs – stood at €259.8 million (previous
year: €237.9 million).
The companies that make up the ZFLS Group lease or rent land,
buildings, equipment, fittings and fixtures. Their leasing arrangements are classed as operating leases. In fiscal 2014, leasing and rental
payments totalling €15.1 million (previous year: €14.7 million) were
recognised in the consolidated income statement.
›
NOTES
Notes to the Consolidated Balance Sheet
(8) Current financial assets
€ million
Current marketable
securities
31.12.2014
31.12.2013
3.0
0.0
3.0
0.0
€ million
(9) Trade receivables
€ million
31.12.2014
31.12.2013
776.8
696.2
17.7
16.7
794.5
712.9
2014
2013
Impairments at 1. Jan.
11.7
11.3
+0.3
-0.2
Additions
4.4
2.4
Appropriations
2.5
1.5
Reversals
Receivables from third
parties
Receivables from
participations
The maturity structure for trade receivables is as follows:
€ million
31.12.2014
31.12.2013
Carrying amount
794.5
712.9
Neither overdue
nor impaired
741.7
622.4
1 to 30 days
24.9
32.4
31 to 60 days
11.3
19.8
61 to 360 days
12.7
9.8
1.3
4.5
›
Overdue but not impaired More than 360 days
On 31 December 2014, trade receivables with a nominal value of
€14.7 million (previous year: €35.7 million) were impaired. Year
on year, the level of impairments changed as follows:
Impairments at 31 Dec.
0.3
11.7
(10) Other current assets
Other current assets include tax refund claims in the amount of
€35.1 million (previous year: €32.8 million) relating to other taxes,
derivative financial instruments in the amount of €0.5 million
(previous year: €5.0 million) and other capitalised refund claims
totalling €1.6 million (previous year: €2.3 million).
Individual allowances were made for other receivables whose value
was impaired. There are no further indications of any threat to
payments due.
Year on year, the level of impairments changed as follows:
€ million
At the balance sheet date, there was no indication that debtors
who owe trade receivables which are neither impaired nor overdue
might fail to meet their payment obligations.
1.8
12.1
2014
2013
Impairments at 1 Jan.
1.3
1.6
0.0
-0.3
Additions
0.0
0.0
Appropriations
0.0
0.0
Reversals
0.0
0.0
Impairments at 31 Dec.
1.3
1.3
(11) Inventories
€ million
Raw materials and supplies
31.12.2014
31.12.2013
162.5
142.9
63.4
54.3
114.3
96.9
0.1
0.1
340.3
294.2
Work in progress
Finished goods and
merchandise
Payments on account
(12) Non-current financial assets
€ million
31.12.2014
31.12.2013
23.8
7.1
Derivative financial
instruments
0.9
0.0
Other receivables and loans
7.8
5.8
32.5
12.9
Participations
The participations primarily concern a 26 % interest in ZF Steering
Gear (India) Ltd., Pune. The inclusion of this company in the consolidated financial statements using the equity method was countered
by recurring circumstances which substantially limited the option
of significantly participating in financial and business policy decisions in any way.
These available-for-sale financial investments are recognised at
fair value. Unrealised gains and losses are recognised directly in
equity.
44
(13) Consolidated statement of fixed assets
Land and
buildings
Technical
equipment,
plant and
machinery
285.0
1,405.0
392.3
134.9
2,217.2
-1.7
-23.8
-3.2
-3.1
-31.8
Additions
19.0
90.1
48.2
230.3
387.6
Reclassifications
26.2
118.4
16.3
-164.0
-3.1
(€ million)
Other equipment, factory
and office
equipment
Payments on
account and
assets under
construction
Total
Acquisition and production costs
1 Jan. 2013
Disposals
31 Dec. 2013
0.4
43.6
26.3
0.2
70.5
328.1
1,546.1
427.3
197.9
2,499.4
164.9
981.8
271.9
0.0
1,418.6
-0.3
-15.5
-2.1
-17.9
8.1
123.7
35.3
167.1
26.6
12.3
38.9
1 Jan. 2013
Additions
Impairment (IAS 36)
Disposals
44.1
0.4
34.0
9.7
31 Dec. 2013
172.3
1,082.6
307.7
0.0
1,562.6
Carrying amount at 31 Dec. 2013
155.8
463.5
119.6
197.9
936.8
(€ million)
Other equipment, factory
and office
equipment
46
Land and
buildings
Technical
equipment,
plant and
machinery
Payments on
account and
assets under
construction
Total
328.1
1,546.1
427.3
197.9
2,499.4
7.7
55.8
7.4
10.2
81.1
1 Jan. 2014
Additions
24.9
31.3
45.5
290.3
392.0
Reclassifications
51.4
109.7
32.3
-192.0
1.4
4.1
55.6
18.3
2.3
80.3
408.0
1,687.3
494.2
304.1
2,893.6
172.3
1,082.6
307.7
0.0
1,562.6
1.4
28.4
4.4
34.2
10.0
139.5
43.8
193.3
16.8
2.7
19.5
-12.1
10.1
0.0
Disposals
31 Dec. 2014
1 Jan. 2014
Additions
Impairment (IAS 36)
Reclassifications
Disposals
2.0
63.1
0.5
48.2
14.4
31 Dec. 2014
185.2
1,207.0
354.3
0.0
1,746.5
222.8
480.3
139.9
304.1
1,147.1
Intangible assets (€ million)
Patents, licenses,
software and
similar rights and
assets
Development
costs
Payments on
account
Total
124.3
12.8
0.3
137.4
0.0
-0.9
2.8
60.4
1 Jan. 2013
-0.9
Additions
56.7
Reclassifications
Disposals
0.9
3.1
3.1
4.8
4.7
0.1
178.5
13.6
3.1
195.2
1 Jan. 2013
38.5
4.2
0.0
42.7
-0.6
Additions
35.0
31 Dec. 2013
Impairment (IAS 36)
Disposals
31 Dec. 2013
-0.6
37.5
2.5
0.6
0.6
1.6
1.6
71.9
6.7
0.0
78.6
106.6
6.9
3.1
116.6
Intangible assets (€ million)
48
Patents, licenses,
software and
similar rights and
assets
Development
costs
Payments on
account
Total
178.5
13.6
3.1
195.2
0.1
3.8
1 Jan. 2014
Additions
Reclassifications
Disposals
31 Dec. 2014
3.7
53.8
2.1
1.6
3.1
59.0
-3.0
-1.4
19.0
19.0
218.6
15.7
3.3
237.6
71.9
6.7
0.0
78.6
1 Jan. 2014
Additions
Impairment (IAS 36)
Disposals
1.6
1.6
48.2
50.7
2.5
0.5
0.5
16.3
16.3
31 Dec. 2014
105.9
9.2
0.0
115.1
112.7
6.5
3.3
122.5
(14) Property, plant and equipment
On 31 December 2014, the ZFLS Group performed impairment
tests in accordance with IAS 36 to determine the recoverability
of its assets. This impairment test was primarily performed in
response to the negative results reported by certain cash-generating
units.
The recoverability of assets is determined by comparing the carrying
amount of the net assets of cash-generating units with the recoverable amount. The recoverable amount is the higher of fair value
less selling costs and the value in use.
The technical equipment and machines, as well as factory and office
equipment of the Steering Columns Business Unit were written down
by €11.0 million (previous year: €6.9 million). The impairment is
based on a fair value less the costs of disposal for this cash-generating
unit based on current business planning and a rate of discount
(after taxes) of 8 % (previous year: 7 %) using the discounted cash
flow method. The devaluation was the result of the investments
made during the fiscal year in the light of continuing unfavourable
earnings prospects.
(15) Intangible assets
ZF Lenksysteme determines the fair value of cash-generating units
by means of discounted cash flow measurements. The discounted
cash flows are drawn from five-year forecasts which are based
on financial plans. The forecast cash flows are based on market
assumptions as well as assessments of future developments made
by the company management. Cash flows outside the planning period
are extrapolated on the basis of a weighted five-year forecast.
The main items classed as intangible assets are purchased software, capitalised development costs and tool subsidies granted to
suppliers.
The technical equipment and machines as well as factory and office equipment of the cash-generating “Pumps” function of the
Commercial Vehicle Steering Systems Business Unit was written
down by a total of €8.5 million (previous year: €32.0 million). The
impairment is based on a fair value less the costs of disposal for this
cash-generating unit based on current business planning and a rate
of discount (after taxes) of 8 % (previous year: 7 %) using the discounted cash flow method. The essential driver of this impairment was
a revaluation of the strategic business prospects for this product
group and is linked to the accelerated development of the steering
market from hydraulic to electric steering systems. Individual assets were recognised at their fair values less costs of disposal determined on a cost basis.
The intangible assets of the cash-generating “Pumps” function of
the Commercial Vehicle Steering Systems Business Unit was written
down by a total of €0.5 million (previous year: €0.6 million). The
impairment is based on a fair value less the costs of disposal for this
cash-generating unit based on current business planning and a rate of
discount (after taxes) of 8 % (previous year: 7 %) using the discounted
cash flow method. The essential driver of this impairment was a
revaluation of the strategic business prospects for this product
group and is linked to the accelerated development of the steering
market from hydraulic to electric steering systems. Individual assets
were recognised at their fair values less costs of disposal determined
on a cost basis.
Assumptions made when capitalising expenditure incurred in the
development phase are based on the best possible estimates at the
time when the consolidated financial statements were prepared.
(16) Current financial liabilities
€ million
Financial liabilities to third
parties (due to banks)
Financial liabilities to
participations
(18) Other current liabilities
31.12.2014
31.12.2013
47.3
3.0
€ million
1.5
1.3
48.8
4.3
Interest on financial liabilities to third parties is payable at rates of
between approximately 1.33 % and 15.6 % (previous year: around
6.2 % and 13.8 %). Interest is paid on financial liabilities to participations at rates of between 0.00 % and 0.21 % (previous year
around 0.02 % and 4.80 %). Payable interest is generally aligned
with the EONIA rate.
Financial liabilities due to banks have an average maturity of between
three and six months. As a rule, the other liabilities are due at sight.
(17) Trade payables
€ million
Trade payables to
third parties
Liabilities to participations
50
31.12.2014
31.12.2013
602.3
514.7
36.5
26.8
638.8
541.5
No interest is due on trade payables, which normally have maturities
of between 30 and 90 days.
31.12.2014
31.12.2013
Liabilities to employees
71.4
72.3
Sales liabilities
47.3
58.9
Tax liabilities
25.3
12.7
Derivative financial
instruments
8.1
1.6
Deferred income and
accrued income
7.5
6.4
Other liabilities
66.9
47.1
226.5
199.0
Other liabilities include payments received on account of €8.4 million
(previous year: €8.7 million) and liabilities for social security of
€8.2 million (previous year: €6.9 million).No interest is payable on
other liabilities, which normally become payable in the first half of
the subsequent fiscal year.
(19) Other current provisions
€ million
1 Jan.
2014
Translation adjustments
Additions
Appropriations
Reversals
Reclassifications
31 Dec.
2014
Obligations from
sales
116.6
3.7
67.5
66.4
17.8
13.2
116.8
Obligations from
personnel
13.3
0.0
1.5
11.5
0.5
8.4
11.2
Other obligations
6.8
0.1
6.8
1.2
3.4
0.0
9.1
136.7
3.8
75.8
79.1
21.7
21.6
137.1
Provisions for obligations from sales consist primarily of provisions
for warranty obligations and for anticipated losses on delivery
commitments.
Provisions for warranty obligations are calculated on the basis of
warranty expenditure incurred in the current fiscal year, subject
to due provision for warranty periods. Specific provisions are also
formed to cover larger individual risks.
Provisions for anticipated losses on delivery commitments are formed
for commitments for which the unavoidable cost of performance
exceeds the expected economic benefit. This calculation is based on
the best possible estimate of the expenditure that will be necessary
to fulfil the commitment at the balance sheet date.
As in the previous year, provisions for obligations primarily consist of
commitments in respect of semiretirement arrangements.
All current provisions are expected to be appropriated in the course
of the next fiscal year.
Insurance refunds are expected to total €0.0 million (previous
year: €2.3 million). Refunds on insurance are carried as current
assets.
(20) Non-current financial liabilities
Non-current financial liabilities include loans against borrower’s
note totalling €105.0 million (previous year: €150.0 million) on
which interest of between 1.6 % and 2.3 % (previous year: between
1.5 % and 2.3 %) is payable. The loan principal (€105.0 million)
will be repaid in the next 3 years. The loans against borrower’s note
include arrangements concerning compliance with a ratio (“Net
indebtedness/EBITDA”). The lender is entitled to terminate for
cause if this ratio is not complied with. The ratio has been consistently complied with.
(21) Other non-current liabilities
Other non-current liabilities include deferred tool subsidies in the
amount €118.7 million (previous year: €108.3 million). No interest
is payable on these subsidies, whose value will be settled within
three years on average.
(22) Provisions for pensions
The company pension program distinguishes between defined contribution and defined benefit plans. In the case of defined contribution
plans, the ZFLS Group assumes no obligations other than to channel
employees’ contributions into special-purpose funds or to private
pension insurance companies. In the period under review, defined
contribution pension expenses (including the employer’s contribution
to statutory pension insurance) totalled €64.6 million (previous
Pension provisions are formed to cover vested rights and current
benefit payments to existing and former employees of the ZFLS
Group and their surviving dependents. These obligations take the
form of defined benefit plans. In this case, it is the responsibility of
the ZFLS Group to disburse the defined benefits to existing and former
employees. Pension systems vary according to legal, economic and
tax conditions and constraints in different countries. The majority
of these systems are based on pension modules that are calculated
once a year and are in some cases linked to the employee’s period
of service and final compensation amount.
The primary element of this liability arises from contribution plans
for existing and former employees at the company’s German locations. Pension commitments based on periods of service and salary
were entered into up to 31 December 1993. These were frozen and
have since been developed in line with the cost of living index.
From 1 January 1997 standard pay scale employees have been
assured “pension components” which are based on the ratio of pensionable income to the assessment ceiling for contributions to the
statutory pension insurance scheme. Executives receive “pension
components” based on their position in the company hierarchy and
their own particular salaries.
The material risks for the Group arise from the actuarial risks, including interest rates and pension trends.
%
52
2014
2013
Discount rate
2.25
3.8
Pension adjustment trend
1.30
1.3
Actuarial gains and losses arising from defined benefit pension
obligations are offset directly against equity in accordance with
IAS 19.93A. All actuarial gains and losses therefore appear on the
balance sheet.
The table below shows a breakdown of reported pension commitments and the composition of expenses arising from pension
commitments:
€ million
Actual totals at 1 Jan. 2013
Current service cost
420.5
11.1
Past service cost
3.7
Interest expense
16.5
Transfer in/out
-0.9
Pension payments
-9.6
Currency translation effects
Expected totals at 31 Dec. 2013
-0.1
441.2
Revaluations:
The amount of pension obligations (projected unit costs or defined
benefit obligation) is calculated using actuarial methods that
necessarily involve estimates. The following factors play an important
role in these calculations.
Actuarial gains/losses arising from
changes in financial assumptions
experience-based adjustments
Actual totals at 31 Dec. 2013
15.5
-2.7
454.0
Actual totals at 1 Jan. 2014
454.0
Current service cost
13.2
Past service cost
5.4
nterest expense
16.9
Transfer in/out
-0.1
Pension payments
-10.5
Currency translation effects
0.0
Expected totals at 31 Dec. 2014
478.9
Revaluations:
changes in financial assumptions
160.8
experience-based adjustments
-1.8
Actual totals at 31 Dec. 2014
637.9
The amounts for the current and previous four reporting periods
are as follows:
€ million
2014
2013
2012
2011
2010
Present value of defined benefit obligations
637.9
454.0
420.5
324.3
272.4
Plan assets
0.0
0.0
0.0
0.0
51.9
Deficit cover
637.9
454.0
420.5
324.3
220.5
Experience-based adjustments to plan obligations
-0.3 %
-0.6 %
+1.8 %
+2.4 %
+0.0 %
n.a.
n. a.
n. a.
-2.4 %
-2.2 %
Experience-based adjustments to plan assets
A one quarter percentage point change in the assumptions made
above, which were used to value the DBO on 31 December 2014,
would lead to an increase/decrease in the DBO as follows:
€ million
Discount rate
Pension
adjustment trend
Reduction
by 0.25 % points
Increase
by 0.25 % points
33.2
-30.8
-20.9
22.0
The method used to calculate the provisions recognised in the
corporate balance sheet was also used to calculate the sensitivity of
the DBO. The increase or decrease in the discount rate and pension
increase do not produce the same absolute figure for the DBO. If
several assumptions are changed at the same time, the overall
impact need not necessarily be equal to the aggregated individual
impacts.
54
(23) Other non-current provisions
Value at 1
Jan. 2014
Currency
trans
lation
Additions
Compound
interest
Appropriations
Reversals
Reclassifications
Value at 31
Dec. 2014
Obligations
from sales
86.4
1.4
24.8
0.3
0.7
4.0
-13.2
95.0
Obligations
from personnel
27.4
0.0
10.7
0.7
2.7
0.8
-8.4
26.9
0.7
0.0
0.1
0.0
0.0
0.0
0.0
0.8
114.5
1.4
35.6
1.0
3.4
4.8
-21.6
122.7
€ million
Other
obligations
Provisions for obligations from sales consist primarily of provisions
for warranty obligations and for anticipated losses on delivery
commitments. Details are provided under note 19. Most of these
obligations are likely to be appropriated over a period of two to
four years.
Provisions for obligations from personnel consist primarily of commitments in respect of anniversaries and semiretirement arrangements.
About half of the provisions set aside to cover anniversary expenses
will be appropriated within two to five years. The remaining half
will be appropriated after more than five years. Commitments in
respect of semiretirement arrangements will probably be realised
within two to five years.
(24) Equity
Subscribed capital / Capital reserve
Subscribed capital of €127.8 million (previous year: €127.8 million) and the capital reserve of €195.3 million (previous year:
€195.3 million) reflect the figures carried on the balance sheet of
ZF Lenksysteme GmbH. On 31 December 2014, ZF Lenksysteme
GmbH’s shareholders were:
€
million
Share
in %
Robert Bosch GmbH, Stuttgart
63.9
50
ZF Friedrichshafen AG, Friedrichshafen
63.9
50
127.8
100
The changes in shareholder structure after the balance sheet date
are presented under “Events after the balance sheet date”.
Equity earned by the Group
Managing capital
Equity earned by the Group contains the cumulative earnings of
all companies included in the consolidated financial statements,
insofar as said earnings are not distributed as dividends. This item
also contains reserves formed pursuant to first-time adoption of
IFRS and the cumulative adjustments made for currency translation
which, pursuant to the option granted by IFRS 1.22, were not
recognised in profit and loss at the date of transition to IFRS.
The Group manages capital primarily with the objective of ensuring
that a healthy equity ratio is maintained to underpin its business
activities. To this end, the Group aims to maintain a Group equity
ratio (reported equity, including minority interests, as a percentage
of total assets) of at least 30 %. This objective was achieved with an
equity ratio of 30.6 % in the period under review (previous year:
30.7 %).
Foreign currency translation differences
The currency translation adjustments item contains differences
arising from the translation of financial statements presented in
other currencies by foreign subsidiaries outside the euro zone after
first-time adoption of IFRS. These adjustments are not recognised
in profit and loss.
The Group’s activities in this regard also involve managing the
equity of its consolidated subsidiaries, subject to compliance with
legal provisions (such as “thin capitalization rules”) in the taxation
law of individual countries.
Finally, capital management also includes ongoing monitoring of
financial covenants.
Notes to the consolidated cash flow statement
Fair value of financial instruments
This item contains the effects of the after-tax valuation of availablefor-sale financial instruments without recognition in profit and
loss.
In fiscal 2014, a €16.7 million (previous year: negative market
changes €2.2 million) increase in the fair value of marketable securities was included in equity and not recognised in profit and loss.
Revaluation arising from defined benefit plans
In fiscal 2014, actuarial losses totalling €159.0 million (previous
year: €12.8 million) were included in equity and not recognised
in profit and loss. Corresponding deferred taxes in the amount of
€46.1 million (previous year: €3.7 million) were netted against
equity and not recognised in profit and loss.
The consolidated cash flow statement shows how cash inflows and
outflows have affected the ZFLS Group’s cash and cash equivalents
in the course of the fiscal year under review. In accordance with
IAS 7, distinctions are drawn between cash flows generated by operating activities, investing activities and financing activities.
The structure of the cash flow statement was extended in fiscal
2014. The figures for the previous year have been adjusted.
Cash and cash equivalents include all liquid funds recognised on
the consolidated balance sheet, i.e. cash in hand, cheques and
balances in bank accounts as well as current marketable securities.
Cash flows generated by investing and financing activities are calculated
in relation to payments made. By contrast, cash flows generated
by operating activities are calculated indirectly from consolidated
pre-tax earnings. For the purposes of indirect calculation, changes
taken into account in respect of balance sheet items which relate
to operating activities are adjusted for currency translation effects
and for changes to the consolidated Group.
Other disclosures
Other financial obligations
In addition to liabilities and provisions, the Group also has other
financial obligations which, in particular, arise from rental and leasing agreements, investment projects in progress and purchasing
agreements.
€ million
31.12.2014
31.12.2013
Rental and leasing payments
45.1
35.6
purchasing commitments
49.7
67.2
94.8
102.8
The sum of minimum future leasing instalments arising from
agreements and operating leases that cannot be terminated are
classified by maturity in the table below:
€ million
31.12.2014
31.12.2013
due within one year
17.5
13.1
due between one to
five years
22.3
22.5
due after more than
five years
5.3
0.0
45.1
35.6
56
that could have any material impact on the economic situation of
the ZFLS Group in future or, retroactively, over the past two years.
Suitable provisions have been formed to cover the likely financial
burden of other legal and arbitration proceedings.
Risk management
As a company with a global reach, ZF Lenksysteme GmbH is exposed to many and varied risks which are inseparably intertwined
with the pursuit of its business activities. Effective systems of risk
management and control have been put in place and are constantly
being improved to ensure that risks are detected and assessed
quickly and dealt with systematically. Key risks and corrective
measures are monitored by controlling cycles in the course of each
fiscal year.
In particular, ZF Lenksysteme GmbH’s assets and liabilities and its
planned transactions are exposed to risks arising from changes in
exchange rates. Financial risk management therefore aims to contain these risks by constantly taking appropriate operational and
financial action.
›
Nominal total future minimum
lease payments
The leasing agreements primarily concern developed plots of
land and various tools and equipment. These agreements run for
between 1 and 10 years.
Litigation
Neither ZF Lenksysteme GmbH nor any of its Group companies are
involved in current or foreseeable legal or arbitration proceedings
Foreign currency risk
The companies in the ZFLS Group hedge their currency risks
at market rates via the agency of the ZFLS Treasury unit at
ZF Lenksysteme GmbH. Both original and derivative financial instruments are used. Derivative financial instruments are used only
to hedge existing underlying transactions or planned transactions.
The risk items in the charge of ZFLS Treasury are securitised externally with banks, subject to due provision for prescribed risk limits.
Hedging transactions are concluded in accordance with uniform
Group-wide guidelines.
Regular reports on the ZFLS Group’s foreign exchange positions
are submitted to the Management Board. Compliance with Group
guidelines is examined within the framework of internal audits.
All future cash flows that are not effected in the functional currency
valid for the given Group company are exposed to foreign exchange
risks.
Within the ZFLS Group, planned foreign currency sales arising
from volume business are hedged within the confines of prescribed
hedging corridors. Net transaction amounts are hedged.
Risks arising from the translation into the Group’s presentation
currency of assets and liabilities stated by foreign corporate units
are not hedged.
External hedging is effected only by forward exchange contracts
and currency options. On 31 December 2014, the bulk of the
hedged volume was denominated in US dollars.
The table below illustrates the sensitivity of Group earnings before
tax to a reasonable assessment of possible changes in the euro/US
dollar exchange rate (due to changes in the fair value of monetary
assets and liabilities and changes in the fair value of foreign exchange contracts and currency options). All other variables remain
constant.
All the monetary assets and liabilities were analysed on the balance
sheet date and sensitivity analyses performed for the respective currency pairs in relation to the net risk in order to present currency
risks as required by IFRS 7 “Financial Instruments: Disclosures”
for the most important currencies used by the ZFLS Group.
There were no effects on equity.
Impact on earnings
before tax
Trend in the euro/US dollar
exchange rate
2014
€ million
2013
€ million
10 % depreciation
1.1
3.9
10 % appreciation
-1.1
-3.9
Interest rate risks
The Group is exposed to the risk of fluctuations in market rates of
interest, primarily because of its short-term investment of cash and
cash equivalents.
An increase of 100 basis points in the average rate of interest on the
short-term investment of cash and cash equivalents would increase
earnings before tax by €3 million (previous year: €3.2 million). A
decrease of the same magnitude would reduce earnings before tax
by €3 million (previous year: €3.2 million).
An increase of 100 basis points in the average rate of interest on financial liabilities would reduce earnings before tax by €1.6 million
(previous year: €1.6 million). A corresponding decrease would
cause earnings before tax to increase by €1.6 million (previous
Credit risk
The ZFLS Group only does business with respected, creditworthy
third parties. Creditworthiness checks are performed for all customers who wish to engage in credit-based business transactions
with the Group. In addition, outstanding receivables are monitored
on a permanent basis. As a result, the Group is exposed to no
material risk of default.
The Group’s other financial assets include cash and cash equivalents,
financial assets which are available for sale and certain derivative
financial instruments. Should a counterparty default on its obligations, the risk of default in this context is limited to the carrying
amount of the instruments concerned.
58
Liquidity risks
ZF Lenksysteme manages liquidity proactively to ensure that it can
meet all its payment obligations at any time. To this end, liquidity
planning covers payment flows arising from operating business for
a rolling 12-month period.
Further liquidity is available from the syndicated loan of €100 million
agreed in fiscal 2013.
Any surplus liquidity is invested with banks which enjoy first-class
credit ratings in order to optimise returns.
The nondiscounted cash flows for the original financial liabilities
are shown in the following table:
Carrying
amount
€ million
2015
2016
2017
2018
2019
152.3
50.2
2.1
107.1
0.0
0.0
›
Original financial liabilities
Nondiscounted cash flows
31.12.2014
to participations
1.5
1.5
0.0
0.0
0.0
0.0
153.8
51.7
2.1
107.1
0.0
0.0
31.12.2013
2014
2015
2016
2017
2018
153.0
6.0
47.2
2.2
107.1
0.0
Carrying
amount
€ million
›
Original financial liabilities
Nondiscounted cash flows
to participations
1.3
1.3
0.0
0.0
0.0
0.0
154.3
7.3
47.2
2.2
107.1
0.0
Nondiscounted cash flows contain interest and principal payments.
The maturity structure of passive derivative financial instruments is
shown in the following table:
Carrying amount
€ million
31 Dec. 2014
›
Passive derivative financial instruments with gross settlement
2015
7.9
Cash inflow
73.1
Cash outflow
81.0
›
Passive derivative financial instruments with net settlement
0.2
Cash outflow
0,2
Carrying amount
€ million
31 Dec. 2013
›
Passive derivative financial instruments with gross settlement
2014
0.1
Cash inflow
6.3
Cash outflow
6.4
›
Passive derivative financial instruments with net settlement
Cash outflow
Derivative financial instruments entail rights and obligations
which both parties must fulfil in full (gross settlement) as well as
obligations which one of the two contracting parties must settle net
on the maturity date.
1.5
1.5
Carrying amounts, valuations, fair values and net results by
measurement category
The fair values of the financial assets and liabilities carried on the
consolidated balance sheet are determined with reference to market
prices.
The full amount of marketable securities and equity participations
held as current assets and stated on the consolidated balance sheet
is carried at fair value. The fair value of the foreign exchange transactions and currency options subsumed under derivative financial
instruments is calculated by referring to current forward exchange
rates.
For those financial assets and liabilities that are not carried at fair
value, the carrying amounts approximately reflect the fair value
owing to the short maturities involved.
Non-current financial assets and liabilities are recognised at their
settlement amount, which corresponds to their fair value in light of
market rates of interest.
Measurement
category in
line with
IAS 39
Carrying
amount
LaR
264.9
Trade receivables
LaR
794.5
Other receivables
LaR
18.7
Participations
AfS
23.8
FAHfT
1.4
Liabilities due to banks
FLAC
152.3
FLAC
1.5
Trade payables
FLAC
638.8
Other liabilities
FLAC
44.0
FLHfT
8.1
31 Dec. 2014
€ million
60
Cost
Fair value
in equity
0.1
23.7
Fair value in
profit and loss
Assets
Derivative financial instruments
(with no hedging relationships)
1.4
Liabilities
8.1
Measurement
category in
line with
IAS 39
Carrying
amount
LaR
207.9
Trade receivables
LaR
712.9
Other receivables
LaR
25.2
Participations
AfS
7.1
FAHfT
5.0
Liabilities due to banks
FLAC
153.0
FLAC
1.3
Trade payables
FLAC
541.5
Other liabilities
FLAC
24.7
FLHfT
1.6
31 Dec. 2013
€ million
Cost
Fair value in
equity
0.1
7.0
Fair value in
profit and loss
Assets
5.0
Liabilities
The carrying amounts of items in the LaR and FLAC categories
correspond to amortised cost.
Based on the input parameters used for measurement purposes,
the fair value of disclosed financial instruments is determined
using the three-level fair value hierarchy introduced by IFRS 7.27A.
Level 1 covers financial instruments for which quoted prices are
available on an active market for identical instruments. The instruments are assigned to level 2 if they can be measured using direct
(such as prices) or indirect (derived from prices) observable market
input parameters. Level 3 financial instruments are measured on the
basis of inputs which are not based on observable market data.
1.6
62
The following table shows the assignment of financial instruments
measured at fair value to the three levels of the fair value hierarchy:
31 Dec. 2014
€ million
Total
Level 1
23.7
23.7
Level 2
Level 3
Assets
Participations
Derivative financial instruments (with no hedging relationships)
1.4
1.4
8.1
8.1
Liabilities
31 Dec. 2013
€ million
Total
Level 1
Level 2
Participations
7.0
7.0
5.0
5.0
1.6
1.6
Level 3
Assets
Liabilities
From subsequent measurement
Net results by measurement
category in 2014
Loans and receivables (LaR)
From
interest
At fair
value
Translation
adjustment
Impairment
From
disposals
Net result
€ million
€ million
€ million
€ million
€ million
€ million
13.6
-2.6
4.4
Available-for-sale financial
assets (AfS)
Financial instruments held for
trading (FAHft and FLHfT)
Financial liabilities measured
at amortised cost (FLAC)
-5.6
Total
-1.2
15.4
16.7
16.7
-10.1
-10.1
-5.6
6.6
13.6
-2.6
16.4
From subsequent measurement
Net results by measurement
category in 2013
Loans and receivables (LaR)
From
interest
zum
Fair Value
Translation
adjustment
Impairment
From
disposals
Net result
€ million
€ million
€ million
€ million
€ million
€ million
-1.0
-2.1
4.4
Available-for-sale financial
assets (AfS)
-2.2
Financial instruments held for
trading (FAHft and FLHfT)
Financial liabilities measured
at amortised cost (FLAC)
Total
1.3
0.1
1.3
1.3
-6.4
2.0
-2.1
-6.4
-0.9
-1.0
-2.1
0.1
5.9
The face value of a derivative financial instrument is the buying or
selling price or the contract value of the underlying transaction. The
table below lists the face values and fair values (i.e. the carrying
amounts) of derivative financial instruments and indicates their
relative maturities:
Nominal
amount
€ million
Market value
with a term to settlement of
Total
up to
one year
between
one and five
years
0.9
31 Dec. 2014
Foreign exchange contract assets
30.7
1.4
0.5
Foreign exchange contract liabilities
73.2
7.9
7.9
Commodity future contract liabilities
3.6
0.2
0.2
144.9
5.0
5.0
Foreign exchange contract liabilities
6.3
0.1
0.1
Commodity future contract liabilities
15.6
1.4
1.4
31 Dec. 2013
Foreign exchange contract assets
The fair values relative to the face values of these derivative
financial instruments take no account of contrary developments
in the value of underlying transactions. Nor do they necessarily
reflect the amounts that will be realised in future at current market
conditions.
64
All transactions with related parties can be classed as ordinary operating activities between the companies concerned and are conducted
at customary market rates. Deliveries and services purchased from
related parties consist primarily of supplies used in production,
and of development, financial and sales services. Transactions of
sale in respect of related parties consist primarily of product deliveries.The following table shows the extent of the relations:
Government grants
Government grants totalling €0.3 million (previous year: €0.7 million)
were received from the Federal Employment Agency (Bundesagentur
für Arbeit). In addition, government (investment) grants totalling
€6.1 million were recognised as property, plant and equipment
(previous year: €2.9 million).
Related party transactions
In accordance with IAS 24, parties (individuals or companies) who
control or are controlled by the ZFLS Group must be disclosed
insofar as they are not already identified as a Group company in
the consolidated financial statements of ZF Lenksysteme GmbH.
Control is deemed to exist where a shareholder possesses over half
of the voting rights or is authorised by the articles of association or
by contractual agreements to control the management’s financial
and operating policy decisions.
In addition, IAS 24 requires disclosure of transactions with parties,
including close family members and intermediary companies, who
exercise significant influence over financial and operating policy
decisions. Significant influence over the financial and operating
policy decisions of the ZFLS Group can be exercised by a party who
owns 20 % or more of the shares in ZF Lenksysteme GmbH, who
is a member of the Management Board or the Supervisory Board
of ZF Lenksysteme GmbH, or who fills any other key management
position.
Accordingly, Robert Bosch GmbH and its subsidiaries and ZF
Friedrichshafen AG and its subsidiaries are classed as related
parties to ZF Lenksysteme GmbH.
2014 / 31
Dec. 2014
2013 / 31
Dec. 2013
Sales
283.6
228.9
Deliveries and services
received
646.2
648.1
Receivables
36.9
33.4
Liabilities
92.2
68.7
€ million
Total emoluments to the Management Board and Supervisory
Board
Emoluments paid to current members of the Management Board
totalled €2,831,000 in fiscal 2014 (previous year: €1,702,000).
Pension commitments generated expenses of €72,000 (previous
year: €51,000). Compensation paid to former members of the
Management Board totalled €337,000 (previous year: €324,000).
Pension provisions for former members of the Management Board
and their surviving dependants came to €6,592,000 (previous
year: €5,437,000).
Emoluments of €29,000 were paid to the Supervisory Board for
fiscal 2014 (previous year: €30,000).
In the period under review, companies in the ZFLS Group engaged
in no other transactions requiring disclosure with members of the
Management Board or the Supervisory Board of ZF Lenksysteme
GmbH, or with companies on whose management or supervisory
bodies these individuals are represented. Nor was there any engagement in such transactions with close family members of these
individuals.
Disclosures under Section 313 Para. 2 (No. 1 sentence 2) of the
German Commercial Code (HGB)
Owing to immateriality the following companies have not been
included in the consolidated financial statements:
Company name
and domicile
Nominal
capital
Equity
stake in %
Integrated Management
Consulting GmbH,
Schwäbisch Gmünd
100,000
EUR
100
Auditor’s fees and services
The fees charged by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft for its audit of the ZF Lenksysteme GmbH (consolidated
and separate) financial statements and of the financial statements
of the subsidiary ZF Lenksysteme Nacam GmbH amounted to
€255,000 (previous year: €241,000). Ernst & Young received
€459,000 (previous year: €330,000) for tax consultancy services
for transferred employees.
Personnel
An average of 13,732 people were employed by the ZFLS Group in
fiscal 2014 (previous year: 13,118). Of these, 6,568 (previous year:
6,373) were employed directly and 7,164 (previous year: 6,745)
were employed indirectly
Supervisory Board
Wolf-Henning Scheider - Chairman Managing Director, Robert Bosch GmbH (G40)
Dr. Sebastian Biedenkopf
Director, Corporate Legal Department, Robert Bosch GmbH
Jürgen Holeksa (until 30 January 2015)
Member of the Board of Management for Personnel and Service
Companies, ZF Friedrichshafen AG
Torsten Kurz (from 31 January 2015)
Manager Corporate Controlling,
Planning and Mergers & Acquisitions, Robert Bosch GmbH
Dr. Friederike Lindner (from 31 January 2015)
Head of Main Department, Central Purchasing and Logistics,
Robert Bosch GmbH
Werner Müller
Member of the Diesel Systems Division, Robert Bosch GmbH
Dr. Konstantin Sauer (until 30 January 2015)
Member of the Board of Management for Finance,
Controlling, IT, Process Management, ZF Friedrichshafen AG
Dr. Uwe Schirmer (from 31 January 2015)
Head of Central Department for Human Resources,
Robert Bosch GmbH
Dr. Stefan Sommer (until 30 January 2015)
Chief Executive Officer, ZF Friedrichshafen AG
Corporate headquarters
ZF Lenksysteme GmbH is headquartered at Richard-BullingerStrasse 77 in Schwäbisch Gmünd, Germany.
Frank Iwer - Vice Chairman Secretary of the IG Metall trade union,
Regional Manager Baden-Württemberg
Vincenzo Basile
Chairman of the Works Council, ZF Lenksysteme GmbH,
Bietigheim plant
Harald Brenner
Chairman of the Works Council, ZF Lenksysteme GmbH,
Schwäbisch Gmünd plant
Werner Kottmann
Business Manager, Passenger Car Steering Systems Business Unit,
ZF Lenksysteme GmbH, Schwäbisch Gmünd plant
Martin Rott
Works Council, ZF Lenksysteme GmbH, Schwäbisch Gmünd plant
Heinz Wellnitz
Works Council, ZF Lenksysteme GmbH, Schwäbisch Gmünd plant
Management Board
Christian Sobottka - Chairman - (from 1 January 2015)
Strategy / Business Development, Sales,
Corporate Communications
Events after the balance sheet date
Effective 30 January 2015, Robert Bosch GmbH acquired the 50 %
share interest in ZFLS from ZF Friedrichshafen AG. As of this date
Robert Bosch GmbH has been the sole shareholder of ZFLS. This
resulted in the following changes in the membership of the Supervisory Board and the Management Board:
Mr Holeksa, Dr. Sauer and Dr. Sommer resigned from the Supervisory Board on 30 January 2015 . Dr. Lindner, Mr Kurz and Dr.
Schirmer were elected to the Supervisory Board of ZF Lenksysteme
GmbH effective 31 January 2015 for the remaining period of office
of the Supervisory Board.
Dr. Ottenbruch and Dr. Collenberg resigned from their positions on
the Management Board on 31 December 2014. On 1 January 2015,
Mr Sobottka was appointed Chairman of the Management Board
and Dr. Ketteler was appointed as a member of the Management
Board of ZF Lenksysteme GmbH.
Schwäbisch Gmünd, 13 February 2015
Dr. Peter Ottenbruch - Chairman - (until 31 December 2014)
Quality, Market, Corporate Strategy, International Coordination,
Human Resources, Corporate Communications, Aftermarket
ZF Lenksysteme GmbH
Dr. Hanns Bernd Ketteler (from 1 January 2015)
Production, Quality, Commercial Vehicle Steering Systems
Business Unit, Plant
Dr. Hans F. Collenberg (until 31 December 2014)
Research and Development, Commercial Vehicle Steering Systems
Business Unit, Passenger Car Steering Columns
Dr. Marcus Parche
Research and Development, Passenger Car Steering Systems
Business Unit, Passenger Car Steering Columns
Dr. Henning Wagner
Finance, Purchasing, Director of Industrial Relations,
Information Technology, Legal, Compliance
66
Christian Sobottka
Dr. Hanns Bernd Ketteler
Dr. Marcus Parche
Dr. Henning Wagner
67 AUDIT OPINION
We have audited the consolidated financial statements of ZF Lenk
systeme GmbH, Schwäbisch Gmünd – consisting of the consolidated income statement, consolidated statement of comprehensive
income, consolidated balance sheet, consolidated cash flow statement, consolidated statement of changes in equity and notes to the
consolidated financial statements – and the consolidated management
report for the fiscal year from 1 January to 31 December 2014. The
task of preparing the consolidated financial statements and the
management report in compliance with International Financial
Reporting Standards (IFRS) in the form applicable within the EU
and in compliance with the provisions of Section 315a Paragraph
1 HGB (“Handelsgesetzbuch”: German Commercial Code) is the
responsibility of the legally authorised representatives of the company.
Our responsibility is to express an opinion on the consolidated
financial statements and management report based on our audit.
Pursuant to Section 317 HGB, we conducted our audit in accordance
with generally accepted auditing standards drawn up by the
Institut der Wirtschaftsprüfer (IDW [Institute of Public Auditors
in Germany]), which require that we plan and perform the audit in
such a way as to obtain reasonable assurance about whether, in line
with the applicable financial reporting standards, the consolidated
financial statements and the management report are free of material
misstatement and statutory infringements with regard to the assets,
financial and earnings position of the Group. When determining
how to conduct the audit, due consideration is given to an understanding of the Group’s business activities, of the economic and
legal context in which it operates and of the likelihood of errors
occurring. Such an audit involves assessing the effectiveness of the
internal system of accounting controls and examining documentary
evidence of the amounts disclosed in the consolidated financial
statements and the management report; these assessments are
made primarily on the basis of spot checks.
Our audit further included an appraisal of the individual sets of
financial statements for the companies subsumed in the consolidated Group statements, an examination of the delimitation of the
consolidated Group, an assessment of the accounting policies and
principles of consolidation applied, and an evaluation of significant
estimates made by the Group‘s legal representatives and of the
overall presentation of both the consolidated financial statements
and the management report. We believe that our audit provides a
reasonable basis for the opinion expressed below.
Our audit has not led to any objections.
On the basis of the insights gained through our audit, it is our
opinion that the consolidated financial statements comply with
International Financial Reporting Standards (IFRS) in the form
applicable within the EU and with the provisions of the German
Commercial Code (HGB) pursuant to Section 315a Paragraph 1
HGB, and that the consolidated financial statements give a fair
view of the assets, financial and earnings position of the consolidated Group in accordance with these standards. The consolidated
management report is consistent with the consolidated financial
statements and presents a fair view of the position of the Group as
a whole, dealing adequately with potential opportunities and risks
in respect of its future development.
Stuttgart, 13 February 2015
Ernst & Young GmbH
Wirtschaftsprüfungsgesellschaft
NoverPentz
AuditorAuditor
IMPRINT
Published by
Robert Bosch Automotive Steering GmbH
Richard-Bullinger-Straße 77
73525 Schwäbisch Gmünd
Telefon: +49 (0)7171 31 - 0
Fax: +49 (0)7171 31 - 32 22
Contacts
Manuela Geppert
[email protected]
Andreas Ziegele
[email protected]
Concept, Design & Illustration
kemnitzmares GmbH, Stuttgart
www.kemnitzmares.de
Printing
DDD DigitalDruck Deutschland GmbH & Co. KG
www.digitaldruck-deutschland.de

annual report 2014 zf lenksysteme gmbh

Transcription

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