Annual Report 2010
Transcription
Annual Report 2010
Wacker Neuson SE Annual Report 2010 Figures at a glance 2010 Wacker Neuson Group at December 31 in € million 2010 2009 Revenue 757.9 597.0 EBITDA Depreciation and amortization 2008 Key figures 870.3 77.8 27.2 (36.7) 1 100.9 41.1 140.3 (40.0)5 43.0 EBIT 36.7 - 113.1 (- 3.2)2 58.0 EBT 32.7 - 115.5 (- 5.6)2 55.7 Profit for the period 23.9 - 110.1 (- 2.9)2, 6 37.4 Number of employees 3,142 3,059 3,665 Earnings per share in € 0.34 - 1.57 0.53 Dividends per share in € 0.173 0 0.19 Share Key profit figures Gross profit as a % 33.1 EBITDA margin as a % 10.3 4.6 (6.2)1 11.6 4.8 - 18.9 (- 0.5)2 6.7 EBIT margin as a % 30.8 33.7 Key figures from the balance sheet Non-current assets 673.9 632.7 750.0 Current assets 356.3 339.0 428.6 Equity before minority interests 830.6 789.0 909.1 13.7 - 24.9 59.0 197.3 180.2 266.8 80.6 81.2 77.1 269.3 217.9 303.9 Net financial debt Total liabilities Equity ratio before minority interests as a % Working capital ROCE I as a % 6.9 - 2.45 10.8 ROCE II as a % 5.2 -1.95 7.4 Capital employed (average) ROE as a % 531.3 3.0 538.9 -1.45, 6 537.4 4.2 Cash flow Wacker Neuson SE Preussenstrasse 41 80809 Munich Germany Phone + 49 - (0)89 - 354 02 - 0 Fax + 49 - (0)89 - 354 02 - 390 www.wackerneuson.com 5100000724| 04-2011| Layout KC | Print Kriechbaumer A firm grip! Annual Report 2010 Cash flow from operating activities 44.9 138.3 38.14 Cash flow from investing activities - 85.2 - 38.1 - 16.44 Investments (property, plant and equipment and intangible assets) 85.0 43.4 101.8 Cash flow from financing activities - 10.3 - 53.0 - 21.9 Free cash flow - 38.8 100.6 23.4 Figure in parentheses adjusted to discount restructuring costs in the amount of EUR 9.6 million (p. 54 and 60). Figure in parentheses adjusted to discount restructuring costs in the amount of EUR 9.6 million and discount write-downs on intangible assets in the amount of EUR 100.3 million (p. 54 and 60). 3 Dividend payment to be proposed at the AGM on May 26, 2011. 4 The position “Interest received” has been shifted from cash flow from investing activities to cash flow from operating. 5 Adjusted to discount write-downs on intangible assets (p. 54 and 60). 6 Incl. deferred taxes in the amount of EUR -2.7 million (resulting from write-downs on brand value, intangible assets). All consolidated figures prepared according to IFRS. A complete list of figures from the past seven years is provided at the end of this report. 1 2 Wacker Neuson SE Annual Report 2010 Figures at a glance 2010 Wacker Neuson Group at December 31 in € million 2010 2009 Revenue 757.9 597.0 EBITDA Depreciation and amortization 2008 Key figures 870.3 77.8 27.2 (36.7) 1 100.9 41.1 140.3 (40.0)5 43.0 EBIT 36.7 - 113.1 (- 3.2)2 58.0 EBT 32.7 - 115.5 (- 5.6)2 55.7 Profit for the period 23.9 - 110.1 (- 2.9)2, 6 37.4 Number of employees 3,142 3,059 3,665 Earnings per share in € 0.34 - 1.57 0.53 Dividends per share in € 0.173 0 0.19 Share Key profit figures Gross profit as a % 33.1 EBITDA margin as a % 10.3 4.6 (6.2)1 11.6 4.8 - 18.9 (- 0.5)2 6.7 EBIT margin as a % 30.8 33.7 Key figures from the balance sheet Non-current assets 673.9 632.7 750.0 Current assets 356.3 339.0 428.6 Equity before minority interests 830.6 789.0 909.1 13.7 - 24.9 59.0 197.3 180.2 266.8 80.6 81.2 77.1 269.3 217.9 303.9 Net financial debt Total liabilities Equity ratio before minority interests as a % Working capital ROCE I as a % 6.9 - 2.45 10.8 ROCE II as a % 5.2 -1.95 7.4 Capital employed (average) ROE as a % 531.3 3.0 538.9 -1.45, 6 537.4 4.2 Cash flow Wacker Neuson SE Preussenstrasse 41 80809 Munich Germany Phone + 49 - (0)89 - 354 02 - 0 Fax + 49 - (0)89 - 354 02 - 390 www.wackerneuson.com 5100000724| 04-2011| Layout KC | Print Kriechbaumer A firm grip! Annual Report 2010 Cash flow from operating activities 44.9 138.3 38.14 Cash flow from investing activities - 85.2 - 38.1 - 16.44 Investments (property, plant and equipment and intangible assets) 85.0 43.4 101.8 Cash flow from financing activities - 10.3 - 53.0 - 21.9 Free cash flow - 38.8 100.6 23.4 Figure in parentheses adjusted to discount restructuring costs in the amount of EUR 9.6 million (p. 54 and 60). Figure in parentheses adjusted to discount restructuring costs in the amount of EUR 9.6 million and discount write-downs on intangible assets in the amount of EUR 100.3 million (p. 54 and 60). 3 Dividend payment to be proposed at the AGM on May 26, 2011. 4 The position “Interest received” has been shifted from cash flow from investing activities to cash flow from operating. 5 Adjusted to discount write-downs on intangible assets (p. 54 and 60). 6 Incl. deferred taxes in the amount of EUR -2.7 million (resulting from write-downs on brand value, intangible assets). All consolidated figures prepared according to IFRS. A complete list of figures from the past seven years is provided at the end of this report. 1 2 One Group – Three Brands Facts and figures at a glance Wacker Neuson SE is a global manufacturer of light and compact equipment. The company also offers an exceptionally broad portfolio of services. Products under the Wacker Neuson and Kramer Allrad brands are tailored to the needs of professional users in construction, gardening and landscaping as well as to the needs of municipal bodies and companies in the industrial sector. The company’s Weidemann-brand machines are designed to optimize agricultural processes. Rise in Group revenue and gross profit € million in €inmillion in % in % 979.5 1,000 1,000 Our business segments 25 25 870.3 757.9 742.1 800 800 619.3 597.0 600 503.2 600 Light Equipment Compact Equipment Services with the business fields: with the product groups: with the business fields: Concrete technology Track and mobile excavators Service Soil and asphalt compaction Wheel loaders Rental (Central and Eastern Demolition Telehandlers Europe)1 Utility Skid-steer loaders 1 Dumpers More Information 400 400 10 10 200 200 5 5 0 0 0 0 Revenue EBITDA EBITDA margin Revenue margin EBIT margin EBIT margin in % 40 600 + 39 +% 39 %% + 34 + 39 % +2% 400 + 34 +% 34 % + 34 % +400 39 % 23 % - 11- % 500 + 2+%2 % +2% 400 - 11 % - 23 % - 23 %500 + 39+% 34 % + 39 % + 34 % 400 + 34 % 300 200 200 200 200 100100 100 100 100 100 100 0 0 0 Light Equipment 0 0 0 0 300300 300 300 200 200200 200 100 0 2008 +5% +5% 300 +2% +2% + 39 % +5% 538.9 531.3 486.7 + 34 % 400 300 Compact Equipment 2007 2007 2008 2008 2009 2009vs. 2010 20102007 2010 2010 vs. 2008 vs. 2008 2008 2009 2007 2010 2010 vs.2010 vs. 2008 2009 2009 2007 2010 20092008 vs. 2008 201020092010 2010vs. 2010 vs.2009 2008 20102007 2010 vs. 2008 vs. 2009 20082010 2009 vs. 2009 2010 2009 2010 2010 2008 2010 vs. 2009 2007 2008 2009 2010 2010 vs. 2008 2010 vs. 2009 More Information 2010 vs. 2008 2005 2007 2008 pro-forma1 2009 2010 ROCE I 2006 2007 2008 pro-forma1 Average capital employed 2009 2010 -5 in € million ROCE I in % 950 Healthy asset and financial position 910.4 95 909.1 850 830.6 789 750 Revenue according to segment reporting in % Sales by business segment1 as a % (previous year) 910.4 95 909.1 850 830.6 789 750 75 650 38.8 Light Equipment (35.5) 36.0 Compact Equipment (34.1) 25.2 Services (30.4) 73.7 Europe (78.0) 22.2 Americas (17.3) 4.1 Asia (4.7) 550 55 2005 350 289.9 250 35 282.4 15 150 9.4 2005 Consolidated sales before discounts 59 45.1 - 50 1 As planned, we turned the net cash position from 2009 550 into a slight net financial debt of EUR 13.7 million 55 as 450 financial markets grew more confident. Wacker Neuson 35 is 350a high equity ratio in excess of 80 percent and has 289.9 282.4 almost debt-free with a low gearing of only 1.7 percent. 250 The 15 lines 150Group has drawn on less than half of its credit 59 and50thus has 45.1 plenty of financial backing. 13.7 9.4 p. 60 For more informationen -5 - 50 450 50 75 650 in € million 950 Sales by region as a % (previous year) -5 0 2005 p. 68 p. 65 2006 Average capital employed Key figures from the balance sheet 2005 – 2010 More Information 5 0 5 Dienstleistungen 2010 vs. 2009 35 Average capital employed increased as a result of30 400merger in 2007. Negative EBIT in 2009 led to 25 the a negative return on capital employed. In 2010, the20im300 269.4 provement in the Group’s earnings situation pushed 236.5 15 200 ROCE up to almost 7 percent. 10 p. 55 For more informationen 10 100 531.3 0 15 200 538.9 486.7 20 269.4 236.5 0 Light Equipment Compact Equipment Dienstleistungen Light Equipment CompactServices Equipment Dienstleistungen Light Services Equipment Light Equipment Compact Equipment Light Equipment Services Compact Equipment Light Equipment Compact Equipment Compact Equipment Compact Dienstleistungen Light Equipment Equipment Dienstleistungen 40 600 100 25 +5% +5% 35 30 - 23 % - 11 % +2% +2% + 5+%5 % 300 +5% 300 2007 - 11 500 % in % in € million 500 in € million 537.4 400400 + 39 % 400 Net earnings margin Net earnings margin Capital employed and ROCE 2005 – 2010 - 23- % 23 % 500 - 23 % and (p.(p. 54 54 and 60).60). 3 Compound annual growth rate (CAGR) over a period of three years. Compound annual growth rate (CAGR) over a period of three years. 537.4 p. 2/3 - 11- % 11 - 23%% - 11 % 1 Pro-forma figures if Neuson Kramer subgroup had been consolidated Pro-forma figures as as if Neuson Kramer subgroup had been consolidated in in in fiscal 2007 (consolidation of October 1, 2007). fullfull in fiscal 2007 (consolidation as as of October 1, 2007). 2 2 2009 profit margins discounting goodwill impairment and restructuring costs 2009 profit margins discounting goodwill impairment and restructuring costs 3 Increased return on capital employed (ROCE) In countries where we are not in direct competition with our key accounts. 500 400 15 15 2 2 2009 2008 2009 2010 2005 2006 2006 2007 2007 2007 2007 2008 2005 2010 1 1 pro-forma pro-forma in € million - 11500 %500 500 20 20 1 Development of business segments 500 In the years from 2005 to 2008, Wacker Neuson increased revenue by 20 percent on average3. The sharp drop in revenue in 2009 resulted in the company reporting an operating loss for the first time in its history. By mid-2010, the company had returned to the profit zone and posted a double-digit EBITDA margin for the entire year. Wacker Neuson is aiming for an EBITDA margin in excess of 15.0 percent in the medium to long-term. p. 52 For more informationen Development of revenue and margins 2005 – 2010 2006 - 43.1 2007 2008 2009 -5 2010 Net financial debt Equity before minority interests in € million in € million Gearing Equity ratio before minority interests in % in % - 43.1 2007 - 24.9 2008 2009 2010 This Annual Report contains forward-looking statements which are based on the current estimates and assumptions by the corporate management of Wacker Neuson SE. Forward-looking statements are characterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate and similar formulations. Such statements are not to be understood as in anyway guaranteeing that those expectations will turn out to be accurate. Future performance and the results actually achieved by Wacker Net financial debt Equity before minority interests Neuson SE and its affiliated companies depend on a number of risks and uncertainties and may therefore in € million in € million differ materially from the forward-looking statements. Many of these factors are outside the Company´s Gearing Equity ratio before minority interests in % in % control and cannot be accurately estimated in advance, such as the future economic environment and the actions of competitors and others involved in the marketplace. The Company neither plans nor undertakes 13.7 - 24.9 2006 Disclaimer to update any forward-looking statements. One Group – Three Brands Facts and figures at a glance Wacker Neuson SE is a global manufacturer of light and compact equipment. The company also offers an exceptionally broad portfolio of services. Products under the Wacker Neuson and Kramer Allrad brands are tailored to the needs of professional users in construction, gardening and landscaping as well as to the needs of municipal bodies and companies in the industrial sector. The company’s Weidemann-brand machines are designed to optimize agricultural processes. Rise in Group revenue and gross profit € million in €inmillion in % in % 979.5 1,000 1,000 Our business segments 25 25 870.3 757.9 742.1 800 800 619.3 597.0 600 503.2 600 Light Equipment Compact Equipment Services with the business fields: with the product groups: with the business fields: Concrete technology Track and mobile excavators Service Soil and asphalt compaction Wheel loaders Rental (Central and Eastern Demolition Telehandlers Europe)1 Utility Skid-steer loaders 1 Dumpers More Information 400 400 10 10 200 200 5 5 0 0 0 0 Revenue EBITDA EBITDA margin Revenue margin EBIT margin EBIT margin in % 40 600 + 39 +% 39 %% + 34 + 39 % +2% 400 + 34 +% 34 % + 34 % +400 39 % 23 % - 11- % 500 + 2+%2 % +2% 400 - 11 % - 23 % - 23 %500 + 39+% 34 % + 39 % + 34 % 400 + 34 % 300 200 200 200 200 100100 100 100 100 100 100 0 0 0 Light Equipment 0 0 0 0 300300 300 300 200 200200 200 100 0 2008 +5% +5% 300 +2% +2% + 39 % +5% 538.9 531.3 486.7 + 34 % 400 300 Compact Equipment 2007 2007 2008 2008 2009 2009vs. 2010 20102007 2010 2010 vs. 2008 vs. 2008 2008 2009 2007 2010 2010 vs.2010 vs. 2008 2009 2009 2007 2010 20092008 vs. 2008 201020092010 2010vs. 2010 vs.2009 2008 20102007 2010 vs. 2008 vs. 2009 20082010 2009 vs. 2009 2010 2009 2010 2010 2008 2010 vs. 2009 2007 2008 2009 2010 2010 vs. 2008 2010 vs. 2009 More Information 2010 vs. 2008 2005 2007 2008 pro-forma1 2009 2010 ROCE I 2006 2007 2008 pro-forma1 Average capital employed 2009 2010 -5 in € million ROCE I in % 950 Healthy asset and financial position 910.4 95 909.1 850 830.6 789 750 Revenue according to segment reporting in % Sales by business segment1 as a % (previous year) 910.4 95 909.1 850 830.6 789 750 75 650 38.8 Light Equipment (35.5) 36.0 Compact Equipment (34.1) 25.2 Services (30.4) 73.7 Europe (78.0) 22.2 Americas (17.3) 4.1 Asia (4.7) 550 55 2005 350 289.9 250 35 282.4 15 150 9.4 2005 Consolidated sales before discounts 59 45.1 - 50 1 As planned, we turned the net cash position from 2009 550 into a slight net financial debt of EUR 13.7 million 55 as 450 financial markets grew more confident. Wacker Neuson 35 is 350a high equity ratio in excess of 80 percent and has 289.9 282.4 almost debt-free with a low gearing of only 1.7 percent. 250 The 15 lines 150Group has drawn on less than half of its credit 59 and50thus has 45.1 plenty of financial backing. 13.7 9.4 p. 60 For more informationen -5 - 50 450 50 75 650 in € million 950 Sales by region as a % (previous year) -5 0 2005 p. 68 p. 65 2006 Average capital employed Key figures from the balance sheet 2005 – 2010 More Information 5 0 5 Dienstleistungen 2010 vs. 2009 35 Average capital employed increased as a result of30 400merger in 2007. Negative EBIT in 2009 led to 25 the a negative return on capital employed. In 2010, the20im300 269.4 provement in the Group’s earnings situation pushed 236.5 15 200 ROCE up to almost 7 percent. 10 p. 55 For more informationen 10 100 531.3 0 15 200 538.9 486.7 20 269.4 236.5 0 Light Equipment Compact Equipment Dienstleistungen Light Equipment CompactServices Equipment Dienstleistungen Light Services Equipment Light Equipment Compact Equipment Light Equipment Services Compact Equipment Light Equipment Compact Equipment Compact Equipment Compact Dienstleistungen Light Equipment Equipment Dienstleistungen 40 600 100 25 +5% +5% 35 30 - 23 % - 11 % +2% +2% + 5+%5 % 300 +5% 300 2007 - 11 500 % in % in € million 500 in € million 537.4 400400 + 39 % 400 Net earnings margin Net earnings margin Capital employed and ROCE 2005 – 2010 - 23- % 23 % 500 - 23 % and (p.(p. 54 54 and 60).60). 3 Compound annual growth rate (CAGR) over a period of three years. Compound annual growth rate (CAGR) over a period of three years. 537.4 p. 2/3 - 11- % 11 - 23%% - 11 % 1 Pro-forma figures if Neuson Kramer subgroup had been consolidated Pro-forma figures as as if Neuson Kramer subgroup had been consolidated in in in fiscal 2007 (consolidation of October 1, 2007). fullfull in fiscal 2007 (consolidation as as of October 1, 2007). 2 2 2009 profit margins discounting goodwill impairment and restructuring costs 2009 profit margins discounting goodwill impairment and restructuring costs 3 Increased return on capital employed (ROCE) In countries where we are not in direct competition with our key accounts. 500 400 15 15 2 2 2009 2008 2009 2010 2005 2006 2006 2007 2007 2007 2007 2008 2005 2010 1 1 pro-forma pro-forma in € million - 11500 %500 500 20 20 1 Development of business segments 500 In the years from 2005 to 2008, Wacker Neuson increased revenue by 20 percent on average3. The sharp drop in revenue in 2009 resulted in the company reporting an operating loss for the first time in its history. By mid-2010, the company had returned to the profit zone and posted a double-digit EBITDA margin for the entire year. Wacker Neuson is aiming for an EBITDA margin in excess of 15.0 percent in the medium to long-term. p. 52 For more informationen Development of revenue and margins 2005 – 2010 2006 - 43.1 2007 2008 2009 -5 2010 Net financial debt Equity before minority interests in € million in € million Gearing Equity ratio before minority interests in % in % - 43.1 2007 - 24.9 2008 2009 2010 This Annual Report contains forward-looking statements which are based on the current estimates and assumptions by the corporate management of Wacker Neuson SE. Forward-looking statements are characterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate and similar formulations. Such statements are not to be understood as in anyway guaranteeing that those expectations will turn out to be accurate. Future performance and the results actually achieved by Wacker Net financial debt Equity before minority interests Neuson SE and its affiliated companies depend on a number of risks and uncertainties and may therefore in € million in € million differ materially from the forward-looking statements. Many of these factors are outside the Company´s Gearing Equity ratio before minority interests in % in % control and cannot be accurately estimated in advance, such as the future economic environment and the actions of competitors and others involved in the marketplace. The Company neither plans nor undertakes 13.7 - 24.9 2006 Disclaimer to update any forward-looking statements. Publishing Details / Financial Calendar To our Shareholders 156 Wacker Neuson SE | Annual Report 2010 Content To our Shareholders Contact Publishing Details Wacker Neuson SE Issued by: Wacker Neuson SE, Katrin Neuffer Corporate Communication Department Product Overview | 2 Interview with the Executive Board | 4 A firm grip! | 9 Report by the Supervisory Board | 23 Declaration on Corporate Governance | 29 The Share /Investor Relations | 36 Group Structure | 42 Combined Management Report | 43 Consolidated Financial Statements | 99 Investor Relations Preussenstrasse 41 Concept, design and realization: 80809 Munich Kirchhoff Consult AG, Germany Germany Content: Phone +49 - (0)89 - 354 02 - 173 Fax Wacker Neuson SE +49 - (0)89 - 354 02 - 298 Print: [email protected] Fritz Kriechbaumer, Munich, Germany www.wackerneuson.com Financial Calendar 2011 March 24, 2011 Publication of financial results 2010, press conference May 13, 2011 Publication of first-quarter report 2011, Analyst conference May 26, 2011 AGM, Munich, Germany August 11, 2011 Publication of half-year report 2011 November 11, 2011 Publication of nine-month report 2011 All rights reserved. Valid March 2011. Wacker Neuson SE accepts no liability for the accuracy and completeness of information provided in this brochure. Reprint only with the written approval of Wacker Neuson SE in Munich, Germany. The German version shall govern in all instances. In the event of discrepancies between the German and the English version, the German version shall prevail. Published on March 24, 2011. Further Information Glossaries | 150 7-Year Comparison | 155 Publishing Details/Financial Calendar | 156 Wacker Neuson SE | Annual Report 2010 7-Year Comparison Our product philosophy is based on understanding our customers’ processes Wacker Neuson is the ideal one-stop provider of light and compact equipment guaranteed to optimize our customers’ construction processes. The Group has a market leader position in many product areas. 7-Year Comparison1 in € million 2010 2009 2008 2007 2006 2005 2004 757.9 597.0 870.3 742.16 619.3 503.2 411.2 Revenue Europe 558.6 465.7 676.2 520.7 391.1 301.1 239.3 Revenue Americas 168.1 103.1 166.9 196.1 205 182.7 154.1 31.2 28.2 27.2 25.3 23.2 19.4 17.8 251.0 184.1 293.4 282.5 255.7 212.6 182.4 Revenue Revenue Asia Gross profit Light equipment (Over 250 product groups) EBITDA 77.8 27.2 (36.7)2 100.9 117.0 100.2 70.3 60.5 Depreciation and amortization 41.1 140.3 (40.0)3 43.0 38.1 23.6 19.6 18.6 EBIT 36.7 - 113.1 (- 3.2)3 58.0 78.9 76.7 50.7 41.9 EBT 32.7 - 115.5 (- 5.6)3 55.7 78.2 76.2 50.4 42.3 Profit for the period 23.9 - 110.1 (- 2.9)3,7 37.4 54.1 48.5 31.3 25.7 Number of employees Concrete technology 155 3,142 3,059 3,665 3,659 2,837 2,630 2,224 2.9 3.4 2.9 2.8 2.5 2.7 2.6 Earnings per share in € 0.34 - 1.57 0.53 1.1 1.19 0.77 0.65 Dividends per share in € 0.174 0 0.19 0.50 0.38 0.27 0.57 R&D percentage of revenue Share Key profit figures Internal vibrators Convertors Trowels Rebar tiers Soil and asphalt compaction Gross profit margin as a % 33.1 33.7 38.1 41.3 42.3 44.4 EBITDA margin as a % 10.3 4.6 (6.2)2 11.6 15.8 16.2 14.0 14.7 EBIT margin as a % 4.8 - 18.9 (- 0.5)3 6.7 10.6 12.4 10.1 10.2 Net return on sales (ROS) as a % 3.2 - 18.4 (- 2.1)7,8 4.4 7.3 7.8 6.2 6.2 Key figures from the balance sheet Non-current assets 673.9 632.7 750.0 697.0 229.2 202.5 119.5 Current assets 356.3 339.0 428.6 517.5 245.8 240.6 195.7 184.0 148.3 217.0 175.1 100.2 99.0 73.3 36.6 85.0 65.6 76.8 36.4 47.6 47.7 830.6 789.0 909.1 910.4 282.4 289.9 246.3 13.7 - 24.9 59.0 - 43.1 45.1 9.4 - 43.1 1.7 - 3.2 6.5 - 4.7 16 3.3 - 17.5 197.3 180.2 266.8 301.8 192.6 153.2 68.8 1,030.2 971.7 1,178.6 1,214.5 475.0 443.1 315.1 of which inventory of which liquid funds Equity before minority interests Net financial debt Rammers Vibratory plates Rollers Universal compaction equipment Gearing as a % Total liabilities Balance sheet total Return on assets (ROA) as a % Demolition Equity ratio before minority interests as a % Working capital Breakers Utility Generators Lighting systems The technical glossary on p. 150 contains more detailed information on exact areas of deployment. Hydronic surface heaters 8.5 7.8 75.0 59.5 70.1 75.6 269.3 217.9 124.1 303.9 271.5 158.6 154.6 10.8 23.9 28.5 21.4 19.5 ROCE II as a % 5.2 - 1.98 7.4 16.5 18.1 13.3 11.7 7.9 8.6 – – – – – 531.3 538.9 537.4 486.7 269.4 236.5 214.8 4.2 12.3 17 11.7 9.7 3.0 - 1.47,8 Cash flow Cash flow from operating activities 44.9 138.3 38.15 55 49.1 44.9 43.6 Cash flow from investing activities - 85.2 - 38.1 - 16.45 - 141.8 - 41.6 - 89.8 - 14.8 Investments (property, plant and equipment and intangible assets) 85.0 43.4 101.8 84.0 31.9 37.6 20.6 Cash flow from financing activities - 10.3 - 53.0 - 21.9 96.4 - 23.0 40.6 - 57.2 Free cash flow - 38.8 100.6 23.4 62.1 22.6 10.3 28.8 All figures prepared according to IFRS. 2 Adjusted to discount restructuring costs (EUR 9.6 million) 3 Adjusted to discount restructuring costs in the amount of EUR 9.6 million and write-downs on intangible assets in the amount of EUR 100.3 million. 4 Dividend proposal for the AGM on May 26, 2011. 5 The item “Interest received” has been transferred from cash flow from investment activities to cash flow from operating activities. 6 The Austrian merger partner (formerly Neuson Kramer Baumaschinen AG) was consolidated for the first time on October 1, 2007. The revenue figures for 2007, therefore, only includes Q4 revenue for this entity. Pro-forma Group revenue amounted to EUR 979.5 million. 7 Including deferred taxes in the amount of EUR -2.7 million (in conjunction with write-downs on brand value and intangible assets). 8 Adjusted to discount write-downs on intangible assets in the amount of EUR 100.3 million. 1 Pumps 10.9 77.1 - 1.17,8 - 2.48 Return on equity (ROE) as a % Floor saws 7.5 81.2 2.5 6.9 Capital employed (average) Rotary drills (10 kg class) 3.2 80.6 ROCE I as a % Weighted average cost of capital (WACC) Cut-off saws 30.8 Further Information 2 Compact equipment 3 Services (Over 40 product groups) Excavators Mini excavators Parts repair Mobile excavators Compact excavators Dumpers Track dumpers Parts exchange Four-wheel dumpers Four-wheel dumpers with cabs Skid-steer loaders Skid-steer loaders Rental service Skid-steer loaders Track skid-steer loaders Wheel loaders All-wheel drive wheel loaders Maintenance All-wheel drive tele wheel loaders Articulated wheel loaders Wheel loaders for the agricultural sector Telescopic handlers Compact telescopic handlers Financing Telescopic handlers Telescopic handlers for the agricultural sector To our Shareholders Product Overview 4 Wacker Neuson SE | Annual Report 2010 “Healthy finances, innovative drive and strong global sales will secure our future growth.” From left to right Richard Mayer, Martin Lehner, Werner Schwind, Günther C. Binder, Spokesperson for the Deputy Chairman Member of the Executive Member of Executive Board Executive Board. (since October 2007). Board. (since October 2007). Member of management / Executive Board since 1998. Responsible for the compact equipment business segment. Member of management / Executive Board since 1993. Responsible for finance, IT, investor relations and auditing. Responsible for the light equipment business segment, Previously member of management / Executive Responsible for sales, rental, logistics, service and Previously member of management / Executive HR, legal matters and quality management. Board at Neuson Kramer. marketing. Board at Neuson Kramer. 5 To our Shareholders Interview with the Executive Board Wacker Neuson has emerged from the crisis in a stronger position. In the following interview, the Executive Board outlines the measures the company has already implemented and the challenges it intends to master as it moves forward. Mr. Mayer, was fiscal 2010 a good year for Wacker Neuson? Richard Mayer: Good is relative in this case. On the What does this mean for shareholders? Günther C. Binder: Our shareholders have probably already noticed the difference. Allowing for the usual fluctuations, share prices nonetheless rose steadily during the course of 2010, gaining around 50 percent in “We want our shareholders to share our success and will be paying a dividend of EUR 0.17 per share this year.” one hand, we put in a very strong performance and Günther C. Binder regained a lot of the ground lost in 2009 when our revenue fell by almost a third to just under EUR 600 million value overall. Plus we are already in a position to again due to the financial crisis. On the other hand, however, offer our shareholders a dividend of EUR 0.17 per share we are still a long way from the EUR 1 billion pro-forma for 2010, which is at least a small token of our gratitude revenue that we reported in 2007. But we are growing for their loyalty. fast, as our earnings clearly show. In 2010 for example, our EBITDA almost trebled. Mr. Binder, what are the key factors behind this success? Mr. Schwind, what are the main drivers of this new, dynamic growth? Are there any special hot spots? Werner Schwind: Most sales regions and all of our Günther C. Binder: Well, we busied ourselves during business segments contributed to our growth. The the downturn – getting our house in order and stream- light equipment segment led the field with a revenue lining our cost structures. At EBIT level, break-even for 2011 is EUR 690 million, although we have already increased core staff numbers in the US and Austria to capitalize on upcoming opportunities. Fixed costs now only account for just over one third of current total costs and our operating leverage ratio is currently “We are no newcomer to the South American market. We have a long and successful track record with light equipment in this region and are now following suit with our compact equipment.” between 3.5 and 4. Which means that a 10 percent Werner Schwind increase in revenue translates to a 35 to 40 percent rise in profit. increase of 39 percent. But the compact equipment segment was not far behind with a plus of almost 34 percent. As anticipated, our plan to distribute compact equipment via our existing international light equipment sales network yielded substantial synergies, which were of great benefit to the company. 6 Wacker Neuson SE | Annual Report 2010 ties for compact equipment – for instance in South Looking first of all to the near future, Mr. Mayer, what are your expectations for fiscal 2011? America, where we have been successfully distrib- Richard Mayer: It’s looking good. The global construc- uting light equipment for over 30 years through our tion industry is picking up, fueled in part by numerous affiliates. We also saw great results in Canada as well government recovery packages but also by market- as in South and North Africa. We are also delighted driven increases in demand from key sectors such with the almost five percent growth in our services as residential construction. And although the upturn segment, which comprises our rental, spare parts and in public construction is set to level off somewhat as repair business. recovery packages come to an end, we still anticipate This strategy has opened up new market opportuni- further strong double-digit growth for Wacker Neuson. Mr. Lehner, what does the future hold for the compact equipment business? Martin Lehner: The future is certainly bright. In 2010 alone, we experienced steady quarter-on-quarter growth in this segment. After a marginal rise in the “In 2011, we expect revenue to rise by over 15 percent. So we plan to match 2008 revenue but exceed 2008 earnings.” first quarter, revenue for Q2 was up 32 percent on Q2 Richard Mayer 2009, going on to grow a further 53 and 55 percent in the third and fourth quarters respectively. Of course, We are aiming to exceed the EUR 870 million mark in this upward curve cannot continue forever. But it does revenue, a rise of 15 percent that should result in an underline a clear overall dynamic trend. Our compact EBITDA of at least EUR 105 million and an EBITDA equipment is making headway across the globe and margin in excess of 12 percent. In other words, we aim there is still plenty of room to increase market shares. to generate roughly the same revenue as in 2008 but exceed that year’s EBITDA margin of 11.6 percent. Of What about the US market? course, this assumes that the economy does not suffer Werner Schwind: Our progress here is somewhat any further setbacks. In fact, we also expect double- slower at present than in other compact equipment digit growth in 2012. markets due to local market structures. In the US, we of large rental companies and dealers. So unlike other Which markets or product segments are looking particularly promising? countries such as Germany, we do not have a direct Richard Mayer: We expect healthy growth across all sales network here. However, we are currently estab- product segments. Building on our substantial shares lishing our own network of exclusive Wacker Neuson worldwide in the light equipment market, we expect fur- dealers for our compact equipment offering in the ther growth as professional rental companies in the US US. Our strategic alliance with the heavy equipment and Europe start restocking fleets. Investment from this manufacturer Caterpillar Inc. will also contribute to sector is set to increase throughout 2011 and intensify medium-term revenue gains in the US. We are currently in 2012. During the downturn we continued to focus on developing several mini excavator models as part of this product development. The new products we developed agreement and expect this alliance to start bolstering will open up new revenue streams, as will new regional revenue during the second half of this year. Caterpillar markets. Our expectations for the compact equip- already unveiled the first models for the European mar- ment segment are even higher. But I’ll hand over to ket in March at the SAMOTER trade fair in Italy. Mr. Lehner for that one. have always sold our light equipment to a small number Martin Lehner: Indeed, our predictions are based on capacity to significantly increase output, including de- three pillars of growth. The first of these is the massive liveries to Caterpillar. All of our production facilities will order backlog at the start of 2011, which was 350 per- then be in company ownership. Following this invest- cent up on the previous year. This was due in part to ment, will have sufficient overall production capacity to delays from some suppliers who still had difficulty generate revenue well in excess of EUR 1 billion. Our meeting orders once business picked up. This situation, expansion strategy also entails investments in our own however, has now eased. These longer delivery times rental pool and new sales and service stations. The also prompted our customers to place orders earlier, all opening of our new European research and develop- of which gives us a clear overview of the current fiscal ment center in Munich mid-2011 will mark another key year. Our strategy of utilizing the global light equip- milestone for Wacker Neuson. ment sales network to launch our compact offering in collaboration with Caterpillar is the third pillar, although You just mentioned the one billion euro revenue mark. When does Wacker Neuson expect to reach this milestone? we will not realize the revenue benefits until 2012. The Günther C. Binder: As things currently stand, by 2013 agricultural industry is also a promising opportunity for at the latest. As we move towards this target, however, compact equipment. We have established footholds in our revenue structure is set to change. We expect the new markets such as Russia and Italy. compact segment to increase its share in revenue from new markets is our second core growth driver. And it is proving to be an increasingly successful model. Our today’s 36 percent, including agricultural machines, Such rapid expansion calls for a degree of financial flexibility that many companies simply do not have after an economic crisis. How is Wacker Neuson positioned? Günther C. Binder: Our growth strategies may appear drawing level with today’s 40 percent light equipment. “We intend to again hit the EUR 1 billion revenue mark in 2013.” ambitious, but the crisis did not shake our healthy finan- Günther C. Binder cial foundation. In fact, the opposite is the case. Our low net financial debt and high equity ratio in excess of 80 The timeframe here will depend on how quickly our percent ensure good bank ratings. This means we have compact offering captures international markets be- enough undrawn credit lines with reasonable terms to yond Europe. The services segment, which comprises finance future growth. Also bear in mind that we did not the rental, maintenance and spare parts business, compromise on R&D expenses or necessary invest- should then level off at around 20 percent. In 2010, this ments even during the crisis. So we are more than ready sector accounted for 25 percent of total revenue as, for the upswing. unlike the construction equipment business, it was not 7 To our Shareholders Interview with the Executive Board affected by the downturn. On the subject of investments – what are the company’s capital expenditure plans for 2011? What about longer-term prospects? Günther C. Binder: We will be investing around EUR Richard Mayer: We are also very optimistic about 100 million this year. Much of this will be channeled into our long-term prospects. Many of our light equipment our new production facility for compact equipment in products already lead the market, in some cases with the Austrian district of Hörsching, near Linz. This site over 30 percent market share. Nevertheless, we still see will become our new center of competence for excava- major opportunities to expand our lead over competi- tors, dumpers and skid-steer loaders. It will give us the tors here. There are plenty of factors in our favor. 8 Wacker Neuson SE | Annual Report 2010 Our reputation as innovation leader; our fast, efficient to access remote regions, lay roads and build other service network; our broad product portfolio; and the transport routes. Light and compact equipment is reliability and quality of our products mean we are ide- required at a later stage and Wacker Neuson is ideally ally positioned to provide one-stop solutions to the wid- placed to capitalize on these opportunities as they est range of customer challenges. In addition, we have arise. Although China and India are still future markets, only just begun to tap a whole range of opportunities in we have already established our first affiliates there. As promising growth markets. Emerging economies, which in all other economies, demand for high-quality equipment will rise here in the medium term once the cost of labor increases. This will mark the start of our strong “Our reputation as innovation leader will help us expand market share for light equipment across the globe.” Richard Mayer growth phase in these regions. Eastern Europe is also a promising growth market. We are carefully analyzing all of these dynamics to ensure that we closely align our go-to-market strategies with global economic trends. for the compact equipment segment is even brighter. Tapping these new markets single-handedly can be quite challenging. What role do alliances and acquisitions play here? Looking at international markets beyond Europe, we Werner Schwind: Werner Schwind: Both strategies have only scratched the surface thus far. It’s full steam have played a central role at Wacker Neuson through- ahead for our global marketing strategy. out the company’s history. Our acquisition of agricul- currently account for 15 percent of Group revenue, are a particularly interesting prospect. And the future tural machine manufacturer Weidemann is a case in Martin Lehner: Compact equipment is growing in point. It enabled us to enter the agricultural market, importance as construction players increasingly recog- which now accounts for one eighth of Group revenue. nize the clear benefits of equipment in this class. These The merger of Wacker and Neuson, which evolved from a successful alliance spanning several years, is a further example. As are our strategic alliances with “China and India are still establishing an extensive basic infrastructure. Once this phase is complete, our integrated, compact machines will come into play.” Martin Lehner Caterpillar and CLAAS, both of which are creating new sales opportunities for our products. In addition to these milestones, we have also made numerous smaller acquisitions. One such move, for example, enabled us to incorporate heating and lighting equipment into our portfolio and create real value for our customers. Col- include increased flexibility, comparatively low invest- laborations and alliances will continue to be part of our ment and operating costs, outstanding maneuverability strategic gameplay and we are always on the lookout and the possibility of working in restricted spaces. In for winning opportunities. After all, Wacker Neuson is emerging economies such as China and India, where nowhere near the end of its growth path. industry and logistics are developing rapidly, initial construction work calls for heavy equipment – required Thank you for taking time for this interview. A firm grip! The right growth strategy, product excellence and innovative drive are crucial to staying ahead in tomorrow’s markets and meeting our customers’ ever-changing needs. At Wacker Neuson, we intend to focus more than ever on consolidating and expanding these success factors in 2011. Above all, we will be raising the bar for flexibility, customer service and teamwork. Demand for the kind of machines Growth strategy page 10 our Group manufactures is rising worldwide – primarily fuelled by infrastructure expansion and repair projects, increasing demand for industrial and residential buildings and ongoing industrialization of agricultural holdings. For Wacker Neuson, this means bundling our know-how with decades of experience in state-of-the-art technologies and product quality to bring our products to the markets that need them. In short, we have a firm grip on today’s and tomorrow’s opportunities! Product excellence page 12 Innovative drive page 14 page 18 Teamwork page 20 Kompakte Baumaschinen aus Europa verändern Bauprozesse in den USA. _D_009_022.indd 10-11 28.03.11 17:57 Flexibility page 16 9 To our Shareholders A firm grip! Customer service 10 Wacker Neuson SE | Annual Geschäftsbericht Report 2010 2010 Compact equipment from Europe streamlines construction processes in the US. An our To unsere Shareholders Aktionäre firm grip! grip! 11 A Afirm Growth strategy Pastures new Building on our success in our core markets, we are now looking to broaden our horizons and reach new heights. We will use synergies to grow faster at an international level, particularly in our compact equipment segment where many of our products are still relative newcomers to many regions. Countries in North and South America as well as South Africa, Scandinavia and Russia are of particular interest to us. We are working hard to establish and expand our sales networks in these areas, increasingly utilizing our existing light equipment infrastructure. Our aim is to give our customers a onestop-shop for both light and compact equipment. Certainly the US market offers promising growth opportunities. Market potential for compact equipment is set to double in the medium term given the sizeable investment backlog – particularly for compact and cost-effective equipment. Here also, we will be aiming to provide a one-stop service. In South America, we intend to benefit from dynamic growth in individual regions by expanding the portfolio distributed through our network of affiliates, which we have built up there over the last 30 years. 12 Wacker Neuson SE | Annual Geschäftsbericht Report 2010 2010 Product excellence Precision engineering – down to the last nut and bolt Our company name is more than a brand. It is a promise to customers. A guarantee of product and quality excellence. Wacker Neuson is a by-word for a long service life, outstanding reliability, low operating costs and ease of use. Above all, our customers can be sure of highly competitive machines packed full of innovative technologies and designed to the most exacting safety and environmental standards. Our attention to detail is evident down to the last nut and bolt. Our commitment to quality, excellence and continuous improvement is hardwired into our entire product value chain and defines each and every business relationship. Our sales, procurement, production and service departments work hand in hand, ensuring that the Group remains in future what it is today – a quality leader. To our Shareholders A firm grip! 13 Stop-check during the production of ties for the DF16 rebar tier – quality control is an integral part of all production processes. 14 Wacker Neuson SE | Annual Geschäftsbericht Report 2010 2010 Innovative drive New ideas for a bright future When we develop products, we always have our customers and their needs in mind. After all, the machines don’t do the job on their own. Operators have to work in the same tough environment – day in, day out. Which is why our research and development activities are geared toward meeting everyday challenges on construction sites and raising performance, efficiency and safety across our portfolio. We stay in close contact with users to keep a grip on emerging trends. In our modern training center, we not only teach our sales teams and dealers how to handle new equipment, but also our customers, so when they get back on site they know our equipment inside-out. We are always on the lookout for innovative ideas and already own around 600 patents and utility models. The ability to quickly turn these ideas into market successes is what keeps us ahead. In 2010, the bauma trade fair was the perfect showcase for our innovative drive, enabling us to demonstrate a broad range of new products – and show how the future starts with new ideas and creative solutions. To our Shareholders A firm grip! 15 Before launching the DPU 130, the world’s most powerful vibratory plate, Wacker Neuson provided training for all sales teams. 16 Wacker Neuson SE | Annual Geschäftsbericht Report 2010 2010 Its compact footprint, sensational lifting height and tight turning radius make the Weidemann T4512 telescopic handler a versatile farm hand. An our To unsere Shareholders Aktionäre A Afirm firm grip! grip! 17 Flexibility Greater efficiency for greater gains The agricultural sector is changing across the globe. Farms and holdings are getting larger. Pressure on prices is increasing. Now more than ever, agricultural holders must raise efficiency levels to succeed at domestic and international level. Our modern, versatile Weidemann-branded machines are the perfect answer to rising efficiency needs. These agile all-rounders make light work of the toughest farm, barn and stable jobs – raising efficiency levels and cutting costs. Yet flexibility also means change. And for Wacker Neuson, change means growth. 2010, for example, saw us branch out to new agricultural markets in Italy and Russia. In addition, our growth strategy has also seen us adapt compact construction equipment for the agricultural sector in order to streamline processes on agricultural holdings. We intend to increase our sales worldwide, backed by our wealth of experience and broad portfolio of compact equipment for the agricultural industry. In 2011, we will be strengthening both these strategies. 18 Wacker Neuson SE | Annual Geschäftsbericht Report 2010 2010 Assembling a spring element for the BS 30 gasoline rammer at the spare parts production facility in Reichertshofen, Germany. An our To unsere Shareholders Aktionäre A Afirm firm grip! grip! 19 Customer service Always on the move Across the globe, around 180 locations and 30 affiliates take Wacker Neuson’s international expertise and product excellence right to our customers’ doorsteps. Worldwide, our people are on hand to respond quickly to customer needs and deliver flexible solutions. This commitment is reflected in the trust our customers place in us and our equipment the world over. Our international network delivers outstanding services – above all maintenance, repair and rental in countries with direct sales stations. Our global service capabilities range from individual consultations to 24-hour delivery guarantees for spare parts, which are manufactured on demand and at short notice. Where necessary, we also produce in very small numbers – anything to keep our machines on the move. Maintaining continuous dialog with our customers is not just a sign of trust and reliability. It is also the basis of our company’s continued success. And every day, we go the extra mile to keep it that way. 20 Wacker Neuson SE | Annual Geschäftsbericht Report 2010 2010 Marcus Auerbach Head of Compact Equipment and Marketing for the Americas Region Michaela Detzner Area Sales Manager for Weidemann Products Ferdinand Kopp Industrial Engineer in Rebar Tier Production Teamwork Reaching new heights together Our employees are the biggest secret to our success. Their dedication and drive fuel our growth, make our products better every day and create value for our customers. Over 3,100 dedicated and highly skilled people worldwide are constantly looking at ways of turning new opportunities into concrete ideas. Our people never stand still – they are hands-on and always ready for action. Wacker Neuson’s employees the world over live and breathe our core values, making them a clear and integral part of their working lives. Our philosophy is defined above all by a sense of responsibility, reliability and integrity. These attributes form the solid base upon which our company is built and explains why everything we do stands out. Michael Schmitt Trainer for Soil and Concrete Compaction at the Wacker Neuson Academy Stefan Stichlmayr Industrial Engineer in Spare Parts Production An our To unsere Shareholders Aktionäre A Afirm firm grip! grip! 21 22 Wacker Neuson SE | Annual Report 2010 Exceeding expectations We achieved a lot in the past year. In some areas, we came considerably closer to reaching our targets; in others, we met and even exceeded our goals. Our performance was particularly strong on the financial front, where we clearly exceeded our original forecasts for 2010. Revenue was up an impressive 27 percent on the previous year, while EBITDA almost trebled. Our share also made significant value, rising 53 percent. So our efforts literally did pay off. However, our ability to recover from the crisis so quickly and so successfully is not just down to economic dynamics. Our employees also put in an outstanding performance, driving the company forward with intelligent innovations that enhanced our market presence. Whatever challenges the future may hold for Wacker Neuson, on the future success of our company, we have a firm grip! Report by the Supervisory Board Hans Neunteufel Chairman of the Supervisory Board In the run-up to and during its meetings, the Supervisory Board was brought up to date on business developments, changes in the net assets, financial position and earnings, fundamental issues regarding business planning, business strategy and other key measures by means of written and verbal reports from the Executive Board. The reports to the Supervisory Board were discussed in depth during Supervisory Board meetings amongst Supervisory Board members and with the Executive Board. Dear Ladies and Gentlemen, After reporting an operating loss for the first time in company history in 2009, 2010 saw us seize market opportunities to drive a significant increase in revenueand earnings. We would like to thank our employees in particular for this achievement. Their dedication and active willingness to assume responsibility was a great support to company management over the year. Cooperation between Supervisory and Executive Boards In the period under review, the Supervisory Board performed the tasks assigned to it by law and the Articles of Incorporation and verified that the Group was governed soundly by the Executive Board. Furthermore, the Supervisory Board regularly advised the Executive Board on the management of the Group and supervised management activities. It maintained continuous dialog with the Executive Board regarding business development and corporate strategy and was directly involved in all major decisions regarding the Group. As already reported in 2009, at the start of the period under review there were some differences of opinion within the Supervisory Board and within the Executive Board as well as between the Supervisory Board and Executive Board. These led to various legal proceedings. These differences have now been resolved by mutual agreement. Members of the Executive Board regularly took part in Supervisory Board meetings. When necessary, the Supervisory Board and its committees also convened without the Executive Board. Once again, all Supervisory Board members attended more than half of the Supervisory Board Meetings in fiscal 2010. Furthermore, the Executive Board provided the Supervisory Board with regular, comprehensive and timely information between meetings about current business trends as well as special or urgent projects. This information was made available in writing and also in person. Where necessary, the Executive Board requested approval from the Supervisory 23 To our Shareholders Report by the Supervisory Board 24 Wacker Neuson SE | Annual Report 2010 Board for suggested courses of action. Together with the Executive Board, the Supervisory Board discussed and examined in detail proposals that required Supervisory Board ratification. The Supervisory Board voted on resolutions of this kind during scheduled meetings. In addition, the Executive Board submitted monthly reports on key financial and economic figures. The Chairman of the Supervisory Board maintained regular contact with the Executive Board, ensuring a continuous flow of information on the current business and financial situation of the Group and its members and on major business events. In many instances, this information was actively presented to the Chairman of the Supervisory Board by the Executive Board, or the CEO or Spokesperson in particular. Main topics of Supervisory Board and committee meetings in fiscal 2010 Twelve plenary meetings of the Supervisory Board were held in fiscal 2010. One of these sessions was held by telephone. The Presiding Committee met three times and the Audit Committee met on four occasions. In three cases, the Supervisory Board adopted circular resolutions. The Supervisory Board was regularly involved in the day-to-day business of the Wacker Neuson Group and planning activities at executive level. Discussions focused in particular on the global economic downturn and its impact on the business performance and organizational structures of the company and of the Group. Particular emphasis was placed on the analysis and discussion of Wacker Neuson’s financial situation as well as the development of sales, costs and earnings. During the relevant meetings, any questions from the Supervisory Board that arose in connection with the regular written and verbal reports were answered in full by the Executive Board. In addition to these regular reports, the Supervisory Board concentrated its advice and auditing activities on the following matters in particular during its meetings: During its meeting on February 26, 2010, the Supervisory Board focused on the preliminary figures for the previous fiscal year as well as possible changes in the Group structure (holding structure) and the strategic alliance with Caterpillar, which the company has now entered into. The general remuneration structure for the Executive Board was also discussed as were the results of the efficiency audit of the Supervisory Board. Furthermore, the Supervisory Board approved the closure of the production plant in Gotha, which has now been converted to a used equipment center. Following appropriate preparations by the Audit Committee, the Supervisory Board focused on the Annual Financial Statements, the Consolidated Financial Statements, the Combined Management Report of Wacker Neuson SE and the Group, as well as related party disclosures for fiscal 2009 in the Supervisory Board meeting to approve the financial statements on March 22, 2010. In its session immediately before the Supervisory Board meeting, the Audit Committee discussed these documents in detail with the Executive Board, raising numerous questions with the auditing company representative present at the meeting, and discussing these issues at length. This was done in addition to the Supervisory Board’s regularly examinations as part of its own preparation for the meeting to approve the financial statements. The Supervisory Board also addressed strategic issues regarding the compact equipment business and the alliance with Caterpillar. In a follow-up session to the Supervisory Board meeting to approve the financial statements on March 25, 2010, supplemented by a circular resolution, the Annual and Consolidated Financial Statements along with the Combined Management Report and the appropriation of net profit suggested by the Executive Board were approved. The Supervisory Board also ratified the AGM agenda, the Supervisory Board report and the updated declaration of compliance with the German Corporate Governance Code at this meeting. At the meeting on May 7, 2010, the agenda covered the interim report for Q1, restructuring measures at an affiliate and the strategic alliance with Caterpillar. The Supervisory Board also approved the acquisition of a company in Austria. The current shareholder representatives were reelected during the AGM. This meeting on May 28, 2010 was followed by the constituent meeting of Wacker Neuson SE’s Supervisory Board, during which the Chairman and Deputy Chairman of the Supervisory Board were appointed along with the committees and chairpersons. The alliance with Caterpillar was also discussed at this meeting. The spotlight was again on the strategic alliance with Caterpillar at the June 21, 2010 meeting. The meeting of June 28, 2010, focused primarily on Executive Board matters. On the basis of this meeting, the Supervisory Board extended the contracts of the members of the Executive Board by means of a circular resolution on July 30, 2010. At its meeting on August 9, 2010, the Supervisory Board focused primarily on the pending publication of the half-year report. The possible sale of real estate not required for operating purposes, a holding structure, the alliance with Caterpillar and issues regarding Group strategy were also discussed. In addition, the liquidation of the affiliate in Japan was approved. The September 16, 2010, meeting centered on HR matters resulting from Dr.-Ing. Georg Sick’s decision to step down from his position. The meeting of September 22, 2010 was conducted by phone and again discussed HR issues primarily in conjunction with the search for a successor for the position of Chief Executive Officer. The meeting on November 8, 2010, covered in particular the pending publication of the quarterly report, the revision of the rules of procedure for the Supervisory Board, the alliance with Caterpillar plus related plans to build a new production facility in Hörsching (near Linz), a holding structure, possible sale of real estate not required for operational purposes as well as the operational situation at various international sales affiliates. The Supervisory Board also exercised certain balance sheet exemptions for an affiliate and thus invoked the company’s obligation to carry the associated loss. During its meeting on December 17, 2010, the Supervisory Board examined the Executive Board’s business plan for fiscal 2011. Board members not only assessed the plan, but also discussed the associated opportunities and risks in detail with the Executive Board against the backdrop of the improving economic climate. The planned construction of the new production facility in Hörsching (near Linz) was also discussed in this meeting together with certain balance sheet exemptions for another affiliate, invoking the company’s obligation to carry the associated loss. The Supervisory Board examined each of the Executive Board’s monthly reports. During numerous meetings, it also addressed in detail various possible acquisition and collaboration projects, aimed at expanding the product portfolio of the Group, for example, and further developing the Group’s general sales strategy. Changes in the composition of the executive bodies On September 15, 2010, Dr.-Ing. Georg Sick, CEO and President of Wacker Neuson SE, stepped down from his position at his own request in order to prepare for a new position. The Supervisory Board complied with the wishes of Dr.-Ing. Georg Sick. The contracts of the remaining members of the Execu- 25 To our Shareholders Report by the Supervisory Board 26 Wacker Neuson SE | Annual Report 2010 tive Board were extended during the period under review until March 2016. Mr. Richard Mayer (Executive Board member responsible for light equipment) was appointed temporary Spokesperson for the Executive Board and shall remain in this position until an external successor for the position of CEO has been found. During the AGM on May 28, 2010, all four existing shareholder representatives were reappointed to the Supervisory Board for a further term. The two existing employee representatives were also reappointed to the Supervisory Board for a further term by the SE Works Council. In the constituent meeting of the Supervisory Board following the AGM, Mr. Hans Neunteufel was re-elected Chairman of the Supervisory Board and Dr. Ulrich Wacker Deputy Chairman. The composition of the Presiding Committee remains unchanged with Mr. Hans Neunteufel as Chairman. There were also no changes to the composition of the Audit Committee, although Mr. Kurt Helletzgruber has replaced Dr. Kollmar as Chairman. On December 31, 2010, Mr. Herbert Santl stepped down from his position as employee representative on the Supervisory Board for reasons of health. He has been replaced by Mr. Hans Haßlach, Chairman of the Kramer-Werke Works Council and Deputy Chairman of the Group and SE Works Council. Mr. Haßlach was appointed to the Supervisory Board on January 1, 2011 by the Wacker Neuson SE Works Council. The Supervisory Board would like to thank Mr. Santl for his many years of service and dedication to the Group and the Supervisory Board and warmly welcomes Mr. Haßlach as the new employee representative on the Board. Work performed by the Supervisory Board committees in fiscal 2010 The two Supervisory Board committees (the Presiding and Audit Committees) also continued their work during the period under review, thus helping the entire Supervisory Board to work more efficiently. During the March 22, 2010 meeting, the Audit Committee prepared the Supervisory Board’s resolution on the adoption of the Annual Financial Statements and the Consolidated Financial Statements for the year ending December 31, 2009. The Committee also contemplated a suitable auditor and submitted a recommendation in that regard at the Supervisory Board plenary meeting. The Supervisory Board, in turn, followed this recommendation and proposed the same auditor at the AGM. At the May 7, 2010, August 9, 2010, and November 8, 2011 meetings, the Audit Committee primarily dealt with publication of the pending interim financial reports. The Presiding Committee dealt with general matters regarding the Executive Board and human resources during its three meetings. The chairmen of the committees reported on the work performed by the committees during the Supervisory Board’s plenary meetings. Risk assessment and compliance The Supervisory Board is satisfied that the Group’s risk management policy meets the requirements set down in the German law on control and transparency in business (KonTraG), insurable risks are sufficiently insured and operational, financial and contractual risks are subject to suitable controls through approval procedures and organizational processes. A detailed risk reporting system is in place throughout the Group and it is continuously maintained and further developed. The risk management system was also examined by the duly appointed auditing company, which confirmed that the Executive Board had met the requirements outlined under Section 91 (2) of the German Stock Corporation Law (AktG) and established a suitable early warning system capable of monitoring and identifying developments that could pose a threat to the company’s continued existence as a going concern. During Supervisory Board meetings and personal conversations, the Executive Board informed the Supervisory Board of the current risk situation. The Supervisory and Executive Boards discussed all areas deemed to be risks during these sessions. In addition, the Audit Committee addressed compliance issues. Corporate governance Both the Supervisory Board and the Executive Board are aware that sound corporate governance is essential to protect shareholder interests and secure the company’s long-term success. The Supervisory Board continuously monitored the further development of the German Corporate Governance Code and kept up to date with the capital market and corporate legislative framework. The Executive and Supervisory Boards issued an updated declaration of compliance with the German Corporate Governance Code pursuant to Section 161 AktG during the period under review on March 25, 2010 and again after the close of the period on March 21, 2011. The entire declaration is permanently available on the company’s website and is also included in the new declaration on corporate governance online and in the annual report pursuant to Section 289a of the German Commercial Code (HGB). Annual and Consolidated Financial Statements for 2010 At the AGM on May 28, 2010, the auditing company Rölfs WP Partner AG, based in Munich, Germany, was appointed auditor for the company and Group for fiscal 2010. The Chairman of the Audit Committee commissioned the company in writing with the task of auditing the accounting procedures. Before the Supervisory Board made its proposal to the AGM, the auditing company confirmed its independence in writing to the Chairman of the Audit Committee. The Annual Financial Statements for the year ending December 31, 2010 were prepared by the Executive Board in accordance with the German Commercial Code (HGB). The Consolidated Financial Statements for the year ending December 31, 2010 were prepared by the Executive Board in line with IFRS as adopted in the EU and in supplementary compliance with Section 315a HGB. The auditing company Rölfs WP Partner AG has audited both sets of statements along with the books and approved them without qualification. Each member of the Supervisory Board received the audit documents for appraisal in a timely manner. Together with the Audit Committee, the entire Supervisory Board undertook a thorough examination of the Annual Financial Statements as well as the Consolidated Financial Statements, the Combined (Group) Management Report and the related party disclosures in conjunction with the audit reports. The documents were discussed in detail at the Audit Committee meeting on March 21, 2011 with the Executive Board and in the presence of the auditors, who reported the main findings of their audit and answered questions from Supervisory Board members. After its own close examination of the documents, the Supervisory Board raised no objections and endorses the results of the audit report. The Supervisory Board also approves the Combined (Group) Management Report and, in particular, the forecast regarding the company’s further development. The final examination by the Supervisory Board revealed no grounds for objections. The Super visory Board therefore endorsed the Annual Financial Statements, the Consolidated Financial Statements and the Combined (Group) Management Report prepared by the Executive Board for the year ending December 31, 2010, on March 21, 2011. The Annual Financial Statements have thus been duly approved. The Supervisory Board also examined the Executive Board’s suggested appropriation of profit for fiscal 2010. It did not raise any objections and thus gives its unqualified consent. Examination of the Executive Board report regarding relations with related entities (related party disclosures) The Executive Board prepared a report on related party disclosures for fiscal 2010. This report contains in particular a declaration by the Executive Board about the legal transactions undertaken by Wacker Neuson SE. The Executive Board states that – to the best of its knowledge and based on the 27 To our Shareholders Report by the Supervisory Board 28 Wacker Neuson SE | Annual Report 2010 information known to the Executive Board at the time the transactions were entered into – appropriate compensation was received in respect of all transactions outlined in the related party disclosures report. Auditing company Rölfs WP Partner AG examined the related party disclosures report and issued the following auditor’s opinion: “Based on our professional examination and evaluation, we confirm that 1. the factual statements contained in the report are correct, and 2. the performance provided by the company in respect of the transactions listed in the report was not unreasonably high.” The Audit Committee and the entire Supervisory Board received the Executive Board’s report on related party disclosures in a timely manner. The contents of the report and the assessment thereof by the auditors were read and understood by these bodies, and both documents and their results were examined and discussed with the Executive Board and the auditors. The Supervisory Board endorses the auditor’s assessment of the related party disclosures report. Based on the final results of the discussions and its own examination of the related party disclosures, the Supervisory Board regards the Executive Board’s conclusions to be true and accurate and has no objection to the closing statement by the Executive Board. The management and all employees of the Wacker Neuson Group showed great personal dedication in light of the turbulent global economic situation. Their commitment, dedication and performance – both on a day-to-day basis and under exceptional circumstances – were crucial factors behind the company’s continued positive development during the period under review. The Supervisory Board would like to thank all employees and the Executive Board for their efforts here. Munich, March 21, 2011 Supervisory Board Hans Neunteufel Chairman of the Supervisory Board Declaration on Corporate Governance Corporate Governance takes high priority at Wacker Neuson. Our Executive and Super visory Boards see it as their responsibility to comply with principles ensuring responsible, professional and transparent company management, as stipulated in the German Corporate Governance Code. Our activities are geared towards securing our company’s longterm success and increasing its value. The mission statement is embedded in the group and its business practices. Declaration on Corporate Governance In the following statement the Executive Board reports on the company’s corporate governance policies and practices – also for the Supervisory Board. It therefore complies with Section 289a (1) of the German Commercial Code (HGB) and Section 3.10 of the German Corporate Governance Code. 1. Declaration of compliance pursuant to Section 161 of the German Stock Corporation Act (AktG) The Executive Board and the Supervisory Board of Wacker Neuson SE consider the German Corporate Governance Code as an important body of regulations. Both executive bodies feel compelled to comply with its principles aimed at responsible, professional and transparent company management. They have therefore thoroughly examined the recommendations of the German Corporate Governance Code and issued the following declaration of compliance on March 21, 2011. Declaration of compliance with the German Corporate Governance Code in accordance with Section 161 of the German Stock Corporation Act (AktG) The German Corporate Governance Code contains recommendations and proposals for managing and monitoring German listed companies in relation to shareholders and the Annual General Meeting (AGM), the Executive Board and the Supervisory Board, transparency, accounting and auditing. The German Stock Corporation Act requires the Executive Board and the Supervisory Board of listed companies to declare each year which recommendations of the German Corporate Governance Code have not been followed or are not being followed, and why this is the case. The Executive Board and the Supervisory Board identify with the duty as outlined in the German Corporate Governance Code to uphold the principles of a social market economy and maintain the substance of the company as a going concern and its ability to generate value in a sustainable fashion (company interest) and to further promote responsible and transparent management and governance of the company. In accordance with Section 161 AktG, the Executive Board and the Supervisory Board of Wacker Neuson SE declare that the company complied with and continues to comply with the recommendations issued by the German Corporate Governance Code Commission published by the German Federal Ministry of Justice (BMJ) in the official section of the electronic Federal Gazette as amended on June 18, 2009 and/or as amended on May 26, 2010 (as of the effective dates respectively), with the exceptions listed and explained in more detail below: 29 To our Shareholders Declaration on Corporate Governance 30 Wacker Neuson SE | Annual Report 2010 1. Section 3.8, para. 2: The company’s directors’ and officers’ (D&O) liability insurance policy for its Supervisory Board has been concluded without a deductible. The company is of the opinion that a deductible would not improve the sense of motivation and responsibility with which the Supervisory Board members perform their duties. D&O insurance safeguards the company against substantial internal risks and – only as a secondary function – protects the assets of members of its executive bodies. Hence it is the company’s intention to refrain from introducing a deductible on Supervisory Board members until further notice. 2. Section 4.1.5: The company does not follow this recommendation to the extent that it requires companies to aim or provide for adequate representation or involvement of women. The Wacker Neuson Executive Board has always and will continue to base its staff appointment decisions solely on the basis of the capabilities and qualifications of the available candidates and does not accord any importance to gender. It should be noted in this context that key top Group management positions are already occupied by women. The Executive Board actively welcomes all efforts to combat gender-based discrimination, and indeed any other type of discrimination, and to promote diversity. 3. Section 4.2.3 para. 2 and 3: In some of the Executive Board members’ contracts, recommendations under the Code that extend beyond the German Law on the Appropriateness of Executive Board Remuneration (VorstAG) regarding the variable components of Executive Board remuneration were not considered in the past. The provisions of existing contracts of employment thus enjoyed a valid right of protection and continuity. In connection with the 2010 extensions to existing contracts, all contracts were adapted to consider the recommendations under the Code. The Supervisory Board will continue to generally follow this recommendation under the Code when concluding new contracts and extending existing contracts in the future. 4. Section 4.2.3, para. 6: The AGM is not informed separately about the main terms of and changes to the remuneration system for Executive Board members as this information is already disclosed in the Group Management Report, which is available to all shareholders. 5. Section 4.2.4, 4.2.5, 5.4.6, para. 3 and 7.1.3: The AGM decided not to publish the income of each individual Executive Board member in the Notes to the Annual and Consolidated Financial Statements. In line with this, the corporate governance report does not include an individualized remuneration report. Nor does it contain specific information about share-based incentive systems for the Executive Board (which the company does not have in any case). Once again, the Executive and Supervisory Boards devoted themselves to the question of striking a balance between shareholders’ need for information and Executive Board members’ need for privacy. Once more, they have come to the conclusion that the shareholders’ right to transparent information is duly served with the disclosure of total Executive Board remuneration and that publishing information on individual remuneration payments would impinge unnecessarily on the privacy of the members of the Executive Board. A resolution in line with Sections 286 (5) and 314 (2) sent. 2 HGB shall thus again be presented at the upcoming AGM, proposing that individual Executive Board remuneration payments shall not be published in the Annual and Consolidated Financial Statements for the next four fiscal years. Similarly, the income of individual Supervisory Board members shall not be published. Remuneration is clearly regulated in the company’s Articles of Incorporation. The Executive Board and Supervisory Board are of the view that these Articles coupled with other mandatory legal disclosures provide investors and the public with sufficient information in this area. 6. Section 5.1.2 para. 1 sent. 2 and section 5.4.1 para. 2 and 3: The company does not follow this recommendation to the extent that it requires companies to aim or provide for adequate representation or involvement of women on the Executive Board and on Supervisory Board. Hence the corporate governance report does not include representation targets from the Supervisory Board. The Supervisory Board bases its staff appointment recommendations and decisions solely on the basis of the capabilities and qualifications of the available candidates and does not accord any importance to gender. The Supervisory Board actively welcomes all efforts to combat gender-based discrimination, and indeed any other type of discrimination, and to promote diversity. 7. Section 5.1.2, para. 2, sent. 3: The Supervisory Board originally set no age limit for members of the Executive Board as the Supervisory Board was of the opinion that individual performance was the deciding factor when assessing management ability, not age. In 2010 however, an age limit was introduced in line with this recommendation under this code. 8. Section 5.3.3: The Supervisory Board has not formed a nomination committee. The size of the Supervisory Board (four shareholder representatives) does not warrant a dedicated committee for proposing Supervisory Board candidates. 9. Section 5.4.1, para. 2: The rules of procedure of the Supervisory Board stipulate that members of the Supervisory Board should not generally be older than 75. To ensure the greatest possible transparency in advance, the company draws attention to the fact that one of the Supervisory Board members, who is a shareholder representative, will turn 75 during his term of office. 10. Section 5.4.3., sent. 3: So that the Supervisory Board can continue to vote impartially for its chairperson, the proposed candidates will not be announced in advance. 11. Section 5.4.4: Should the AGM elect a (previous) member of the Executive Board to the Supervisory Board, taking the regulations of the German Stock Corporation Act into consideration, the Supervisory Board intends to comply with the recommendation that this new member should not chair the Supervisory Board. 12. Section 6.6: Share ownership by individual members of the executive bodies exceeding one percent of shares issued by the company has not been and will not be stated in the corporate governance report. The Executive Board is of the view that protecting personal and family privacy takes priority here. Munich, March 21, 2011 Wacker Neuson SE Executive and Supervisory Boards The above declaration has been made permanently available to shareholders on the Wacker Neuson SE company website (www.wackerneuson.com) under The Company, Investor Relations, Corporate Governance. It is updated as required, at least once a year. Previous declarations of conformity are stored for reference purposes on our website for a period of at least five years. Further details on corporate governance at Wacker Neuson SE are presented in the following corporate governance report. 2. Corporate governance report The corporate governance report outlines the role of the Executive Board and the Supervisory Board as well as the composition and role of the committees. Wacker Neuson SE is a European company (Societas Europaea) incorporated under German law. Upon foundation of the company, shareholders chose the dual management system common under the German Stock Corporation Act, comprising two executive bodies, the Executive Board and the Super- 31 To our Shareholders Declaration on Corporate Governance 32 Wacker Neuson SE | Annual Report 2010 visory Board, each vested with different spheres of competence. The two bodies work closely together on a basis of mutual trust and are committed to increasing the company’s long-term value. Executive Board The Executive Board represents the company towards third parties and manages its business in accordance with legal regulations, the Articles of Incorporation and the rules of procedure for the Executive Board. The Executive Board currently comprises four members. It is responsible for managing the company and represents it both legally and otherwise. The Executive Board functions on the basis of joint accountability. In other words, all members of the Board are jointly responsible for all areas of company management. The Executive Board plans the company’s strategic direction in collaboration with the Supervisory Board and ensures it is appropriately executed. It is also responsible for establishing the company and Group’s business plans for the coming year and beyond as well as preparing legally required reports such as Annual Financial Statements, Consolidated Financial Statements and interim reports. In addition, the Executive Board ensures that a suitable risk management and control system is in place and that regular, prompt and extensive reports are made to the Supervisory Board regarding all issues relating to strategy, company planning, business developments, the risk situation and risk management activities that are relevant to the company and the Group. Cooperation and areas of responsibility within the Board are governed by the rules of procedure for the Executive Board. These focus not only on the lines of responsibility vested in individual Executive Board members, but also the issues entrusted to the Executive Board as a whole, resolutions (quorum requirements in particular) and the rights and obligations of the Spokesperson of the Executive Board. Executive Board meetings are held regularly and are convened by the Spokesperson of the Executive Board or at the request of an Executive Board member. The Executive Board generally reaches decisions based on a simple majority of votes cast unless other legal provisions apply. The Spokesperson of the Executive Board steers and coordinates the entire Executive Board and represents the company and Group vis-à-vis the public, in particular when dealing with the authorities, trade associations and publishing houses. Mr. Richard Mayer is the Spokesperson of the Executive Board. Mr. Martin Lehner is the Deputy CEO. Further details on individual members of the Executive Board, in particular their areas of responsibility, are disclosed in the Notes to the Consolidated Financial Statements in section 31 “Executive bodies” (2010 p. 145 Wacker Neuson Annual Report). Measures and transactions of fundamental importance must be approved by the Supervisory Board as set down in the rules of procedure for the Supervisory Board and/or the Articles of Incorporation. They are also communicated to shareholders and the capital market in a timely manner, thus ensuring that decision-making processes remain transparent – also throughout the year – and capital market players are kept sufficiently up to date. Supervisory Board The Supervisory Board advises the Executive Board in key decisions, monitors its activities, appoints members and relieves them of their duties. The Supervisory Board has six members. In accordance with the agreement on employee representation in the Wacker Neuson SE Supervisory Board and the German One-Third Participation Act (Drittelbeteiligungsgesetz), four of these are shareholder representatives and two are employee representatives. The terms of office of all Supervisory Board members run until the close of the AGM that tables a resolution to formally approve the actions taken by Wacker Neuson SE in fiscal 2014. Their terms may be no longer than six years. Further details on individual members of the Supervisory Board are disclosed in the Notes to the Consolidated Financial Statements in section 31, “Executive bodies” (2010 p. 145 Wacker Neuson Annual Report). The principles of cooperation within the Supervisory Board are governed by the rules of procedure for the Supervisory Board. These rules reflect the recommendations of the German Corporate Governance Code and – as an integral part of the monitoring and control process – provide for clear and transparent procedures and structures as well as regular efficiency checks on Supervisory Board work. The Supervisory Board reaches decisions based on a simple majority of votes cast unless other legal provisions apply. The chairperson of the Supervisory Board convenes and oversees Supervisory Board meetings and generally coordinates the activities of the Supervisory Board and its committees. The Supervisory Board defines the Executive Board’s information and reporting duties in detail. The core areas of collaboration between the Executive and Supervisory Boards as well as specific details on the Supervisory Board’s activities and committees are disclosed in the report by the Supervisory Board. Composition and role of committees In contrast to the Executive Board, the Supervisory Board forms two committees, the Presiding and the Audit Committee. The responsibilities of the Presiding Committee include in particular submitting proposals for Executive Board member appointments, terminations and mandate extensions, for concluding, amending and terminating contracts with Executive Board members, as well as for preparing Supervisory Board meetings and handling ongoing business. The Presiding Committee members are Mr. Hans Neunteufel, Dr. Ulrich Wacker and Dr. Eberhard Kollmar. Mr. Hans Neunteufel is Chairman of the Presiding Committee. The Audit Committee maintains close contact with the auditors. It appoints the auditors to review the Annual and Consolidated Financial Statements, identifies the focal points of the audit and receives the report. Furthermore, the Audit Committee negotiates the fee, assesses the auditor’s independence and submits a voting proposal with regard to the auditor to the Supervisory Board for the AGM. It sup- ports and monitors the Executive Board regarding accounting issues especially in relation to quarterly reports, risk management, the internal control system, internal auditing system and compliance. The Audit Committee members are Dr. Eberhard Kollmar, Mr. Hans Neunteufel, Mag. Kurt Helletzgruber, Mr. Herbert Santl (until December 31, 2010) and Mr. Elvis Schwarzmair (from January 1, 2011). Mr. Kurt Helletzgruber is the Chairman. The respective committee chairpersons provide the Supervisory Board with regular and timely information about the committees’ activities. The committees also reach decisions with a simple majority of votes cast. The respective chairperson has the casting vote in the event of a tie. Shareholders and the AGM Shareholders exercise their rights, including voting rights, at the AGM. All shares in Wacker Neuson SE provide shareholders with full voting rights and are registered by name. Each share represents one vote. The AGM agenda plus the reports and documents required for the AGM are published in good time – also on the company’s website. Our AGM this year will take place in Munich on May 26, 2011. The Executive Board makes it easier for shareholders to exercise their voting rights at the AGM by offering the opportunity to delegate binding voting instructions to proxies named by the company. Shareholders can also do this during the AGM. Information on how to vote by proxy will also be included in the invitation to the AGM meeting. These named proxies are also available at the AGM to shareholders present at the AGM. It is also possible to delegate voting rights to financial institutions, shareholder associations and other third parties. Accounting and auditing The Consolidated Financial Statements of Wacker Neuson SE are prepared in line with the International Financial Reporting Standards (IFRS). The Annual Financial Statements and the Combined Management Report of Wacker Neuson SE and its Group are prepared in accordance with the German Commercial Code (HGB). 33 To our Shareholders Declaration on Corporate Governance 34 Wacker Neuson SE | Annual Report 2010 The Supervisory Board proposes the election of the auditor at the AGM, based on a recommendation from the Audit Committee. Prior to making its proposal, the Supervisory Board obtains a certificate of independence from the auditor in question. The Chairman of the Audit Committee asked the auditor to immediately report all significant findings or incidents identified during the audit and relating in the broadest sense to Supervisory Board duties if these findings or incidents could not be directly resolved. Risk management Responsible handling of risks facing the Group and the company is, as always, a crucial part of sound corporate governance. The Executive Board and the Supervisory Board therefore continually monitor the Wacker Neuson Group’s risk management and internal control systems along with the accompanying reporting mechanisms. Specific details on risk management within the Wacker Neuson Group are disclosed in the risk report of the Combined Management Report. This also includes a report on the control and risk management system within accounting p. 79 (2010 Wacker Neuson Annual Report). Transparency Regular, active dialog with our shareholders and other stakeholders is one of the cornerstones of our corporate governance policy. We provide shareholders, financial analysts, shareholder associations and the media with information about business trends and significant changes within the company promptly, regularly and with the greatest possible transparency. We are fully committed to a policy of active and honest communication. As stipulated by the German Securities Trading Act (WpHG) and the German Corporate Governance Code, we provide information on our company’s business development and financial situation four times a year. This takes the form of one annual report and three quarterly reports. The Supervisory Board or the Audit Committee discusses these reports with the Executive Board prior to their publication. The Executive Board also answers shareholders’ questions at the AGM. We also use our Internet platform as a way of keeping our stakeholders up to date. All press and ad-hoc releases, financial reports and our financial calendar detailing important events are permanently available under The Company, Investor Relations at www.wackerneuson.com. Interested parties can join our distribution list to receive regular updates. Director’s dealings and significant voting interests In order to ensure compliance with the German Securities Trading Act (WpHG), Wacker Neuson SE publishes reports on directors’ dealings pursuant to Section 15a WpHG. We use these reports to provide immediate information about securities transactions with regard to Wacker Neuson shares made by members of the Executive and Supervisory Boards as well as by natural and legal persons closely related to members of these bodies. This information is also disclosed on the company’s website (www. wackerneuson.com) under The Company, Investor Relations, Corporate Governance. Pursuant to Section 21 WpHG, we also immediately publish reports regarding the purchase or sale of significant voting rights, and the holding of corresponding financial instruments in line with Section 25 WpHG on our website under Investor Relations, IR News. Annual Document in line with Section 10 of the German Securities Prospectus Act (WpPG) The Annual Document pursuant to Section 10 (1) WpPG is available at www.wackerneuson.com under The Company, Investor Relations, Corporate Governance. Remuneration report in the Corporate Governance Report We report on the remuneration system of the Executive Board in our Combined Management Report under section XII “Remuneration framework”. p. 89 The AGM approved a resolution not to publish remuneration details for individual Executive Board members in the interest of their privacy. The overall remuneration of the Executive and the Supervisory Board is disclosed in the above-mentioned section and in the Notes to the Consolidated Financial Statements in section 32 “Related party disclosures” (2010 Wacker Neuson Annual Report). p. 145 of responsible conduct. In the interests of our company and the entire workforce, we ensure we trace any infringements back to their causes, which we promptly eliminate. This also includes thorough investigation of any violations of applicable national regulations. Moving forward, we are committed to sustaining this value-driven approach, which we see as a solid ground for our future success and credibility as a company. 3. Corporate governance best practices Compliance – key business driver Beyond the guidelines and recommendations of the German Corporate Governance Code, the Wacker Neuson SE Executive Board is committed to conducting its business worldwide in a lawful manner, along socially and ethically responsible lines. Which is why we have developed a Group-wide strategic mission statement that shapes the conduct of each and every individual in the Group – from the Executive Board through management to all Group employees. This mission frames the way we do business for shareholders, customers, the general public and employees alike. Our approach is anchored in the values one would expect from a mid-sized family-owned company, geared towards a profitable, sustainable business model. Shared values and sustainable leadership principles underlie everything we do. Values such as integrity, openness, honesty, and respect for other people and our surroundings inspire us to succeed, serve our shareholders with dedication and embrace sustainable business practices. This mission statement captures our commitment to all our stakeholders and can be seen on our website at: www.wackerneuson.com/mission-statement. To ensure our values remain firmly embedded in every aspect of our corporate structure, we regularly inform our employees of the rules and requirements Munich, March 21, 2011 Wacker Neuson SE The Executive Board Richard Mayer Günther C. Binder Martin Lehner Werner Schwind This declaration on corporate governance is per manently available to share holders on the Wacker Neuson SE website at www.wackerneuson.com under The Company, Investor Relations, Corporate Governance. The declaration on compliance will be revised annually. Wacker Neuson SE will make outdated declarations on compliance available on its website for a period of at least five years. 35 To our Shareholders Declaration on Corporate Governance 36 Wacker Neuson SE | Annual Report 2010 An eventful year sees Wacker Neuson share price climb In 2010 – the year of economic recovery – Wacker Neuson stepped up its efforts to give all stakeholders a transparent overview of Group events and developments. Road shows and capital market days in Germany, Europe and the US provided a regular feed of information on the company’s latest per formance and gave all capital market play ers an opportunity to exchange views. And our efforts have certainly paid dividends. A clear upward trend was visible in the financial markets. Early 2009, it was already evident that smallto-medium cap shares were clearly outstripping their large-cap cousins. This was a global phenomenon, but the difference was especially pronounced in Germany, where the MDAX – the index for medium-sized companies – rose by 35 percent in 2010. As such, it clearly outperformed the DAX leading index, which registered a 16 percent rise. The best performance of all, however, was seen in the SDAX small cap index, which rose by 46 percent. Climbing 53 percent, Wacker Neuson’s share Wacker Neuson mirrors stock market trends price clearly outperformed the SDAX. Overall, stock market trading was extremely lively and this was reflected in Wacker Neuson SE share price trends. With significantly more pronounced spikes than the SDAX, the share price continued on its upward path until it reached EUR 13.00 at the end of 2010. This represented an increase of 53 percent, p. 37 fig.1 This was outpacing the SDAX average. Stock market trends in 2010 International stock market trends in 2010 were largely shaped by global recovery from the economic and financial crisis. The German economy, in particular, experienced rapid, strong growth. On the negative side, however, debt crises in Greece and Ireland put the euro under considerable pressure. the market’s reward for a quicker than expected return to profit mid-year and a sizeable increase in earnings throughout the year. Share facts at a glance ISIN / WKN DE000WACK012 / WACK01 Trading symbol WAC Sector Industrial Reuters / Bloomberg WACGn.DE/WAC GR Stock category Individual no-par value nominal shares Share capital EUR 70,140,000 Number of authorized shares 70,140,000 Stock exchange segment Regulated market (Prime Standard), Frankfurt Stock Exchange Indices SDAX, DAXplus Family, CDAX, GEX, Classic All Shares IPO May 15, 2007 Designated sponsor Deutsche Bank 37 To our Shareholders The Share/Investor Relations 1. Share price trends Jan. 1, 2010 – Feb. 28, 2011 as a % 180 160 140 120 100 80 60 Jan. Feb. Mar. WACKER NEUSON 2. Share price trends: Apr. May SDAX DAX Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Nov. Dec. Jan. Feb. CDAX 250 Compared with peers Jan. 1, 2010 – Feb. 28, 2011 as a % 200 150 100 50 Jan. Feb. Mar. Volatilität WACKER NEUSON Apr. May HAULOTTE Jun. MANITOU PALFINGER DEUTZ in € 3. Monthly highs, lows 14 and averages for Wacker Neuson share 12 Jan. 1, 2010 – Feb. 28, 2011 in € 10 8 6 Jan. Feb. High/low price Mar. Apr. May Monthly average Jun. Jul. Aug. Sep. Oct. 38 Wacker Neuson SE | Annual Report 2010 Construction equipment shares performed well on the whole in the year under review. p. 37 fig. 2 plots Wacker Neuson’s share against four of its peers – French companies Haulotte, a lifting equipment manufacturer, and Manitou, one of our competitors in the compact equipment sector, Palfinger, Austrian crane manufacturer, and Deutz, engine manufacturer. Deutz also supplies special-purpose engines to compact equipment manufacturers. The share price trend for all companies was roughly similar. In the first few weeks Wacker Neuson is ranked in this index as one of the largest listed family-owned companies. Compared with all other companies listed on the DAX, MDAX, SDAX and TecDAX, Wacker Neuson is rated as one of the ten best companies in Germany, with a high equity ratio of over 80 percent. We regard inclusion in the DAXplus Family-Index as confirmation of our success in combining the culture of a family-run enterprise with a value-driven commitment to sustainable, stable management practices. of fiscal 2011, the sharp rise in oil prices in response to political upheaval in the Arab world had a negative 2010 AGM effect on stock markets. In March 2011, the conse- The Annual General Meeting (AGM) is an important event for Wacker Neuson. In the year under review, it was held in Munich on May 28, 2010. Around 230 shareholders with 61,158,924 voting rights were represented. Based on a share capital of 70,140,000 shares, this corresponds to attendance of 87.2 percent. In view of the uncertain economic situation prevailing at the time, the shareholders approved the proposal by the Executive Board and the Supervisory Board to carry the net profit for the year forward in full and thereby waive a dividend payment for fiscal 2009 (previous year’s resolution for fiscal 2008: EUR 0.19 per share). quences of the earthquake in Japan caused further uncertainty. Share and index information Wacker Neuson SE shares are listed on the regulated Prime Standard segment of the Frankfurt Stock Exchange and the SDAX. Wacker Neuson has been included in the new DAXplus FamilyIndex since January 4, 2010. This index comprises around 120 German and international companies from the Frankfurt Stock Exchange’s Prime Standard segment in which the founding families hold at least 25 percent of the voting rights or sit on the Executive or Supervisory Board and hold at least a five-percent share of the voting rights. Weighting is based on market capitalization of the free float. Key indicators for the Wacker Neuson share in € 2010 2009 High 13.20 9.51 Low 7.63 4.31 Average 10.28 6.96 Year-end 13.00 8.20 38,790 37,837 Average daily trading volume in shares Earnings per share1 Book value per share1 0.34 -1.57 11.86 11.28 Dividend payment proposed1 0.172 0 Distribution ratio as a % 49.82 – Market capitalization at year-end in € million 911.8 575.1 70,140,000 shares. 2 Dividend payment to be proposed at the AGM on May 26, 2011. 1 Dividend proposal In view of the company’s stronger earnings situation potential and the long-term optimization of cost structures, the Executive Board and Supervisory Board of Wacker Neuson SE will propose a dividend of EUR 0.17 per eligible share at the AGM on May 26, 2011. This dividend represents a total payout of EUR 11.9 million. The distribution ratio pans out at around 50 percent based on Group profit for the year in the amount of EUR 23.9 million. This is in line with the long-term dividend policy defined by the Supervisory Board and Executive Board and is higher than the 30 percent minimum (of net earnings) communicated at the time of the IPO. This early return to a dividend payout after a gap of just one year demonstrates the Executive Board’s and the Supervisory Boards’ gratitude to shareholders for their loyalty during a difficult period. Ownership structure At December 31, 2010, around 70 percent of company shares were in either direct or indirect family ownership. The Executive Board holds a further 1.5 percent direct stake. The remaining shares are 39 To our Shareholders The Share/Investor Relations Executive Board and Supervisory Board at the official AGM on May 28, 2010 in Munich. in free float. As far as the company is aware, around 87 percent of the free float is held mainly by European investors. Proactive communication Investor relations (IR) is a key priority at Wacker Neuson. The aim of IR communications is to give financial market players an up-to-date and accurate account of company performance so that stakeholders can realistically assess and evaluate our share. briefings on the current status of the company at a number of events, including the AGM, investor conferences and roadshows in Germany and abroad. The objective here was, and remains, to keep analysts and investors up to speed on trends in our markets and business areas as well as on our responses to market challenges and our strategic reaction to changes. Capital market players continued to show a keen interest in our company in 2010. The Executive Board and the IR department did everything possible to satisfy high expectations surrounding the information flow in the year of the upturn. We held regular A wealth of up-to-date information is available on our website www.wackerneuson.com under The Company, Investor Relations. This includes annual and quarterly reports, press releases and ad-hoc announcements, plus presentations. manager magazin provided further welcome confirmation of the quality of our financial communication by awarding Shareholder structure Shareholders within free float as a % of total as a regional % of total 38.5 29.0 1.5 31.0 Wacker family1 Neuson Ecotec GmbH Executive Board Free float Share capital/number of shares: 70.14 million as of: March 1, 2011 1 Including Wacker-Werke GmbH & Co. KG, Wacker Familiengesellschaft mbH & Co. KG and VGC Invest GmbH. 54.4 10.5 21.8 13.3 Germany Austria Europe (rest of Europe) USA + others 40 Wacker Neuson SE | Annual Report 2010 us eighth place among SDAX-listed companies in its Best Annual Reports 2010 competition. Meanwhile in the Vision Awards Annual Report Competition, organized by the League of American Communications Professionals, our 2009 Annual Report came first in the “Equipment, Machinery and Instruments” category and ranked 55th overall out of a 4,000-plus field of entrants. Finally, our 2009 Annual Report featured in the 13th edition of “Beispielhafte Geschäftsberichte” [Exemplary Annual Reports]. From a selection of over 1,000 annual reports, it was included in the top 100 for its success in the compelling visual presentation of financial information. Wacker Neuson’s “Capital Market Day” at world’s largest construction equipment trade fair In April 2010, over 415,000 visitors from more than 200 countries attended bauma 2010 – the world’s largest construction equipment trade fair held in Munich. There was an upbeat mood at the event, suggesting that the worst of the economic downturn in Europe is over. As such, bauma 2010 marked a turnaround for the entire sector. Meanwhile, in a bid to demonstrate the company’s strong performance and innovative drive to the financial market, the Executive Board and Investor Relations team hosted a “Capital Market Day” event for a sizeable group of analysts and investors on April 19, 2010. The demo show and a tour around the stand gave participants useful insights into the innovations that underpin the company’s strong competitive position. Important investment issues and questions from investors were addressed during follow-up talks. And, to round it all off, our bravest guests even had the chance to try out some of our machinery for themselves. Analysts focusing on small and mid caps Our stock has attracted the attention of yet more analysts, with 12 financial institutions now regularly studying the movements of Wacker Neuson’s share price. The latest addition was Unicredit Bank in February 2011. At the beginning of March 2011, the mean target price was EUR 12.87 per share. The highest recommendation was EUR 15.00 and the lowest EUR 10.80. Only three analysts made a “sell” recommendation. Wacker Neuson SE Annual Report 2009 Wacker Neuson took the opportunity to unveil its broad portfolio of light and compact equipment, ranging from handheld rebar tiers to 14-ton excavators, providing end-to-end support for the widest range of construction process flows. The demo shows proved to be particularly popular. The spec- tator stands around the 1,000 m² demo site were full of visitors who had come to see the excavator, wheel loader and dumper drivers put the machines through their paces. On solid ground for future growth Wacker Neuson SE Preussenstrasse 41 80809 Munich Germany Tel. + 49 - (0)89 - 354 02 - 0 Fax + 49 - (0)89 - 354 02 - 390 www.wackerneuson.com 0988198|04-2010|Layout KC|Print Kriechbaumer Annual Report 2009 Awards for Wacker Neuson’s 2009 Annual Report “Capital Market Day” at bauma 2010 in Munich (April 2010) Current analyst recommendations on Wacker Neuson share Name of bank Target price in € Buy Hold Sell Date Deutsche Bank 14.00 Feb. 14, 2011 UniCredit Bank AG 15.00 Feb. 1, 2011 Reuschel & Co. Privatbankiers 12.50 DZ Bank 13.50 BHF Bank 13.60 UBS Investment Bank 13.00 Mar. 9, 2011 Commerzbank 11.50 Nov. 26, 2010 M.M.Warburg 12.50 Feb. 14, 2011 Berenberg Bank 14.70 Cheuvreux 12.00 Goldman Sachs 11.30 Bank of America Merrill Lynch 10.80 Aug. 13, 2010 1 Mar. 3, 2011 Oct. 29, 2010 2 Feb. 15, 2011 Feb. 14, 2011 3 Dec. 10, 2010 Feb. 25, 2011 3 Recommendation: Accumulate 2 Recommendation: Overweight 3 Recommendation: Underperform as of March 15, 2011 1 The analysts’ positive evaluations are based on the following opportunities in particular: JJ Gains in market share in the US market with compact equipment JJ Stimulation of demand through rental chains JJ Strategic alliance with Caterpillar for mini excavators JJ Expansion of agricultural machinery portfolio The possible risks are identified as general economic risks, currency risks, raw materials risks and price pressure, all of which could affect the entire sector. Historic overview of analyst recommendations on Wacker Neuson share 25 17 17 14 14 14 14 30 44 33 44 56 100 30 18 36 30 30 40 20 20 40 40 40 40 40 44 67 40 30 30 30 30 40 40 67 100 75 25 20 33 78 100 71 71 56 67 56 33 11 33 22 22 11 45 40 42 22 07/07 09/07 11/07 01/08 03/08 05/08 07/08 09/08 11/08 01/09 03/09 05/09 07/09 09/09 11/09 01/10 03/10 05/10 07/10 09/10 11/10 01/11 03/11 % Buy % Hold % Sell 41 To our Shareholders The Share/Investor Relations 42 Wacker Neuson SE | Annual Report 2010 Group Structure Wacker Neuson SE (Consolidation structure) Europe (all 100 %) Americas (all 100 %) Weidemann GmbH, Wacker Neuson (Pty) Ltd, Wacker Neuson Ltd., Diemelsee-Flechtdorf, Florida (near Johannesburg), Waltham Cross (near London), Germany South Africa Great Britain Wacker Neuson GmbH, Wacker Neuson srl con socio unico, Wacker Neuson S.A.S., Vienna, San Giorgio di Piano Brie-Comte-Robert (near Paris), Austria (near Bologna), Italy France Wacker Neuson s.r.o., Wacker Neuson AG, Wacker Neuson S.A., Volketswil (near Zurich), Torrejón de Ardoz (near Madrid), Prague, Switzerland Spain Czech Republic Wacker Neuson Máquinas Ltda., Jundiaí (near São Paulo), Brazil Wacker Neuson Ltda., Huechuraba (near Santiago), Chile Wacker Neuson Ltd., Mississauga (near Toronto), Canada Drillfix AG, Wacker Neuson A/S, Wacker Neuson Sp. z o.o., Volketswil (near Zurich), Karlslunde, Jawczyce (near Warsaw), Switzerland Denmark Poland Wacker Neuson B.V., Wacker Neuson AS, Wacker Neuson Kft, Amersfoort, Hagan (near Oslo), Törökbálint (near Budapest), Menomonee Falls Netherlands Norway Hungary (near Milwaukee), USA Wacker Neuson Makina Ltd. Şti., Wacker Neuson AB, Wacker Neuson GmbH, Küçükbakkalköy (near Istanbul), Södra Sandby (near Malmö), Moskau, Turkey Sweden Russia Wacker Neuson Oy, i.L., Wacker Neuson Beteiligungs GmbH, Kerava (near Helsinki), Leonding (near Linz), Finland1 Austria Wacker Neuson S.A. de C.V., Mexico City, Mexico Wacker Neuson Corporation, Asia (all 100 %) Wacker Neuson Manila, Inc., Dasmariñas (near Manila), Philippines Wacker Neuson Pty Ltd, 100 % 98% Wacker Neuson Linz GmbH, Wacker Neuson Finance Leonding (near Linz), Immorent GmbH, Austria Leonding (near Linz), Austria 100 % 95 % Wacker Neuson Limited, Auckland, New Zealand 2 Wacker Neuson Limited, Wacker Neuson Rhymney Ltd., Kramer-Werke GmbH, Tredegar, Pfullendorf, Great Britain Springvale (near Melbourne), Australia Samutprakarn (near Bangkok), Thailand Germany 1 Wacker Neuson Equipment Private Ltd., Bangalore, India Wacker Neuson Limited, 100 % STG Stahl und Maschinenbautechnik Gutmadingen GmbH, Geisingen, Germany 1 1 Operations ceased. 2 Affiliate is set to be closed. 95 % PADEM GrundstücksVermietungsgesellschaft mbH & Co. Objekt Gutmadingen KG, Düsseldorf, Germany 100 % 100 % Wacker Neuson Wacker Neuson Grundbesitz Grundbesitz Hongkong, China 100 % GmbH & Co. KG, Verwaltungs GmbH, Wacker Neuson Machinery Trading Pfullendorf, Germany Pfullendorf, Germany (Shenzhen) Ltd. Co., Shenzhen, China December 31, 2010 Contents Combined Management Report 43 Contents Combined Management Report 70 44 Research and development 70 II. General background 46 Production and logistics 72 Overall economic trends 46 Sustainability and quality 73 Purchasing 75 Overview of construction and agricultural industries 47 Human resources 75 General legal framework 48 Sales, customers and marketing 77 Competitive position 49 IX. Risk report 79 III. Business trends in 2010 50 X. Information in accordance with Section IV. Earnings, financial position and net assets 52 315 (4) and Section 289 (4) HGB as well as the Earnings 52 Executive Board report in accordance with Section 176 (1) Sentence 1 AktG Finances 55 Assets 60 General overview of economic situation 62 84 XI. Declaration on corporate governance according to section 289a HGB 89 V. Earnings, financial position and net assets of Wacker Neuson SE (condensed version according to HGB) XII. Remuneration framework 89 XIII. Supplementary report 90 63 VI. Segment reporting by region 65 Europe 65 XIV. Opportunities and outlook 91 Americas 67 Overall economic outlook 91 Asia 67 Outlook for construction and VII. Segment reporting by business segment 68 Opportunities and outlook for the Light equipment 68 future development of the Wacker Neuson Group 94 Compact equipment 68 Development outlook by region 95 Services 70 Development outlook by business segment 96 Group forecast 96 Summary forecast 98 agricultural industries The graphics and tables below are not part of the Consolidated Management Report and are provided for information purposes only. The following print version of the Consolidated Management Report does not exactly correspond to the audited Consolidation Management Report. Further informations on key figures definition and calculation methods applied in the report are disclosed in the glossaries at the end of this annual report. 92 Combined Management Report VIII. Other factors that impacted on results I. The Wacker Neuson Group 44 Wacker Neuson SE | Annual Report 2010 Combined Management Report of Wacker Neuson SE and its Group for fiscal year 2010 The Management Report of Wacker Neuson SE has been broad product portfolio optimizes and supports its customers’ combined with the Group Management Report according construction processes around the globe. The Group is the to section 315 (3) of the German Commercial Code (HGB). partner of choice among professional users in mainstream The risks and opportunities facing Wacker Neuson SE, in its construction, gardening, landscaping, agriculture, municipal capacity as parent company, cannot be differentiated from works, recycling and various branches of industry, includ- those facing the Group. Unless otherwise stated, the informa- ing the construction machine rental sector. The construction tion contained in this Management Report refers to the Group. industry is the Group’s largest target market, accounting for The information relating specifically to the parent company is around 84 percent of machine sales. The Group offers over presented in a separate section. 300 product categories together with rental, spare parts and repair services. We have prepared the Consolidated Wacker Neuson Financial Statements in accordance with the International Financial Wacker Neuson has approximately 180 locations in over Reporting Standards (IFRS) as applicable in the EU in addi- 30 countries, resulting in a dense consulting and tion to the provisions of HGB set forth in section 315a (1). The service/support network. Annual Financial Statements of Wacker Neuson SE have been complement our broad offering of high-quality products prepared in accordance with the provisions of HGB and the with an extensive and reliable range of services. fig. p. 42 Our main aim is to German Stock Corporation Act (AktG). The Wacker Neuson Group is divided into three business segments: I. The Wacker Neuson Group JJ Light equipment up to 3 tons with the following business fields: JJ A global leader in light and compact equipment JJ Concrete technology JJ International sales, consulting and support/service JJ Soil and asphalt compaction network backed by outstanding logistics know-how JJ Demolition JJ Utility JJ Management focus on long-term increase in company value The Wacker Neuson Group develops, manufactures and dis- JJ Compact equipment up to 14 tons JJ Services with two business fields: JJ After-market (repair and maintenance) JJ Rental (Central and Eastern Europe) tributes high-quality light and compact equipment. Comple- The majority of products from our light and compact equip- mented by an extensive service offering, Wacker Neuson’s ment segments are marketed under the “Wacker Neuson” The Wacker Neuson Group brand. In the Europe region, we also distribute all-wheel-drive Please refer to the section entitled “General information on wheel loaders and telescopic handlers from the compact accounting standards” in the Notes for detailed information on equipment business segment under the “Kramer Allrad” brand, the legal structure. Group products for the construction industry are branded Corporate governance and value-based company management “Wacker Neuson”. The controlling department of the parent company Wacker Neuson SE is responsible for the Group’s internal controlling Organizational and legal structure instruments. It steers and monitors deviations between ‘to Wacker Neuson SE is a European company with its head- be’ and ‘as is’ figures, primarily based on the development quarters in Munich. It is registered in the German Register of of revenue and profit before interest and tax (EBIT) margins Companies (Handelsregister) at the Munich Magistrate’s Court (EBIT to revenue ratio) reported by affiliates. It also tracks the under HRB 177839. The company’s shares have been listed progress of operative measures and prepares the consolidated since May 2007. monthly reports for the Executive Board. We continually adapt our controlling instruments to reflect developments both within The Consolidated Financial Statements of Wacker Neuson SE and beyond company walls. are prepared in accordance with the International Financial Reporting Standards (IFRS). Forty-one companies, including Project decisions made in response to changing market and the parent company, are fully consolidated in these state- customer requirements are taken by various committees rather ments. Furthermore, we have direct or indirect majority hold- than specific individuals. These may include members of the ings in five smaller companies which do not have a significant Executive Board, representatives from company management impact on Wacker Neuson’s business either individually or at our affiliates, plus senior employees from research and de- collectively and are therefore not included in the consolidation velopment, product management, quality management, sales structure. and service and strategic procurement. Wacker Neuson SE is the largest operating company in the Our management strategy is geared toward generating a Wacker Neuson Group and thus assumes a central role in the lasting increase in company value. We have invested heav- Group. As the parent company, it holds the shares in the other ily over the past few years to achieve and maintain long-term members of the Wacker Neuson Group directly or indirectly growth. Revenue, profit before interest, tax, depreciation and and is represented in Germany through approximately 70 amortization (EBITDA) and the corresponding EBITDA margin controlled sales and service stations. The parent company’s (EBITDA as a percentage of revenue) are our key performance Executive Board is responsible for managing the Group. As indicators. a rule, the executive bodies of the affiliates report directly to Group management. Other key performance benchmarks and targets are gross profit margin, EBIT margin (ratio of profit before interest and Our segment reporting is based on regions (Europe, Americas tax to revenue), and the working capital to revenue ratio (return and Asia). We also break revenue down according to business on working capital to generate revenue). segments (light equipment, compact equipment and services). We also analyze and steer our dividend payment policy, With the exception of our affiliates Kramer-Werke GmbH and financing structure and return on capital employed. Our key Weidemann GmbH, which have retained their original names, indicators here are capital employed (average invested capital) all significant operating affiliates now trade under the common and return on capital employed (ROCE I and II, return on name of “Wacker Neuson”. capital before and after tax). ROCE indicates the efficiency and profit-generating ability of our capital expenditure. We also Combined Management Report p. 106 as well as articulated wheel loaders for the agricultural industry under the “Weidemann” brand. In the rest of the world, all 45 46 Wacker Neuson SE | Annual Report 2010 Performance indicators As a % 2010 2009 2008 Pro-forma 2007 Gross profit margin 33.1 30.8 33.7 35.4 EBITDA margin 10.3 4.6 (6.2) 11.6 16.1 6.7 11.5 EBIT margin 4.8 Working capital / revenue 1 - 18.9 (- 0.5)1,2 35.5 36.5 34.9 – ROCE I 6.9 - 2.42 10.8 23.1 ROCE II 5.2 - 1.92 7.4 15.8 ROE 4.2 8.3 Equity ratio (before minority interests) Gearing 3.0 - 1.4 80.6 81.2 77.1 – 1.7 - 3.1 6.5 – 2,3 Adjusted to discount restructuring costs in 2009. Adjusted to discount write-downs on intangible assets and restructuring costs in 2009. 3 Incl. deferred taxes in the amount of EUR -2.7 million (resulting from write-downs on brand value, intangible assets). 1 2 use ROE (return on equity) to measure how well equity is used. II. General background The balance sheet performance indicators for the Group also generally include equity ratio. These indicators are described in more detail in the sections “Earnings” and “Net assets”. To Overall economic trends effectively manage financing, the Group monitors a number of indicators including gearing (net financial debt in relation to equity before minority interests) and net financial debt. Please refer to section Earnings for an explanation of the JJ Economic buoyancy fuels upturn JJ Export-heavy countries benefit most JJ Record growth for Germany adjusted figures in 2009 on page 54, and to the Opportunities and outlook chapter for an explanation of the targets defined for each indicator. p. 98 The global economy has largely recovered from the financial and economic crisis. Initially, the economic drivers for 2010 were underestimated. In effect, the global economy recov- Alongside these financial performance indicators, we also ered faster overall than originally expected – thanks in part monitor key early indicators on the operational side. Important to momentum from fast-growing countries such as India and indicators for the construction business include future invest- China. Global trade, for example, was expected to expand by ment plans in the construction equipment and construction just 5 percent in 2010. Experts have now reported growth of materials industries, the number of building permits as well 12 percent. as the development of real estate prices, especially in the US. Operative early indicators for the European agricultural industry The economy in the US was plagued by structural problems currently focus on subsidy programs for agricultural land- such as high levels of private debt, high unemployment, a holders as well as the development of milk, food and animal severely contracted real estate sector and continued weak feed prices. We continually revise the controlling instruments performance on financial markets. Nevertheless, the US econ- in place at Wacker Neuson SE and align them with global omy also developed positively in 2010. Government spend- developments and trends. ing and corporate investment showed a clear rise. National economies in Latin America and Canada also experienced The indicators are described in more detail in the financial glossary from p. 152. General background clear growth. Many emerging economies1 returned relatively 47 Real GDP 2010 2009 World 4.7 - 0.6 The European economy also expanded by 1.8 percent in 2010, EU 27 1.8 - 4.3 although financing difficulties slowed development in numer- Germany 3.7 - 4.7 ous EU countries and subsequently the European Union as a USA 2.8 - 2.6 whole. European rescue packages stabilized some countries, Latin America 5.9 - 2.1 although current budgetary deficits still pose risks. Many coun- China and Hong Kong 9.7 8.2 Russia 4.4 - 7.9 growth driver. tries, Germany included, have started to introduce cost-cutting measures, some of which are quite severe. change from previous year as a % Source: ifo Institute, Eurostat, OECD, German Federal Statistical Office, 2010: ifo Institute forecast Overall, however, Germany enjoyed a unique position. With record economic growth of 3.7 percent, the country capitalized heavily on the upswing thank to its high share of exports and high degree of specialization. The euro devalued 5.3 percent Overview of construction and agricultural industries (annual average) against the US dollar during the course of 2010. This, and the devaluation of the euro against other key JJ trade partner currencies also helped fuel growth. Exports to Construction and agricultural markets experience partial revival other countries in the European Monetary Union – Germany’s main sales market – rose at a below-average rate last year, but JJ Emerging markets drive growth this was offset by a stronger than anticipated rise in exports to JJ Major differences between individual countries the US and growth markets in Asia. The low interest rate also stimulated investments while low unemployment bolstered The global construction industry benefitted from the economic consumer spending. Compared with the annual averages upswing although the pace of revival varied from one region of other key currencies, the euro fell 3.7 percent against the to another. In 2010, global construction investment fell by British pound (GBP), 9.2 percent against the Swiss franc (CHF) just 0.7 percent, compared with a 7.0 percent slump in 2009. and as much as 11.7 percent against the Japanese yen (JPY). Recovery was particularly strong in Asia and South America, where the construction industry expanded by around 5 per- The swift pace of economic recovery pushed up prices of raw cent last year. materials in general, and of steel in particular. Please refer to the “Purchasing” section for further information on this. In contrast, construction in North America and Europe again experienced a downturn. The US property and mortgage mar- 1 Dow Jones list as of May 2010, Dow Jones classified the following 35 countries as emerging markets: Argentina, Bahrain, Brazil, Bulgaria, Chile, China, Colombia, Czech Republic, Egypt, Estonia, Hungary, India, Indonesia, Jordan, Kuwait, Latvia, Lithuania, Malaysia, Mauritius, Mexico, Morocco, Oman, Pakistan, Peru, Philippines, Poland, Qatar, Romania, Russia, Slovakia, South Africa, Sri Lanka, Thailand, Turkey, United Arab Emirates ket showed no signs of recovery in 2010. Demand for residential property remained at a low level, although state economic action plans countered this negative trend somewhat. Performance key currencies against the euro (Annual average rates) Change 1 euro equals US dollar (USD) 2010 2009 as a % 1.3213 1.3955 - 5.3 British pound (GBP) 0.8575 0.8907 - 3.7 Swiss franc (CHF) 1.3693 1.5089 - 9.2 115.2189 130.4779 - 11.7 Japanese yen (JPY) Source: Notes to the Consolidated Financial Statements, from p. 110. Combined Management Report quickly to their growth paths. China in particular proved to be a 48 Wacker Neuson SE | Annual Report 2010 Construction industry trends differed greatly throughout Agricultural incomes stabilizes Europe. Finland, Poland, Germany, the UK, Sweden and In the first half of 2010, the agricultural climate in Western Switzerland, for example, experienced strong growth. Over- Europe was still dominated by the effects of the economic and all, however, European construction investments contracted financial crisis. At the beginning of the period under review, 3.3 percent (previous year: minus 8.8 percent). producer prices were still below average. In the fourth quarter, however, prices for milk and grain were on the rise. This had The German construction industry is the largest in Europe. a positive impact on landholders’ incomes, which in turn According to Euroconstruct, construction investments raised prospects of investment in agricultural equipment and here rose 3.4 percent. Underground and public overground machines. construction, both of which are closely linked to commercial construction, showed strong performance. Low interest rates On the global market for agricultural raw materials, drought stimulated growth in residential construction. According to and forest fires in Russia, coupled with arid conditions in experts at VDMA (German Engineering Federation), revenue Australia, had the effect of pushing up producer prices. How- from earth-moving equipment and highway construction ever, the markets for agricultural raw materials also mirrored equipment was up 25 and 38 percent respectively. The posi- financial speculations and the resulting price distortions on the tive mood in the construction sector was bolstered by the global market. Discussions are currently being held regarding healthy overall economic climate and by the German Govern- more stringent regulation of raw materials markets. ment’s economic action plan – although this initially got off to a slow start and in some cases merely resulted in existing Even though the European livestock sector – a key target mar- projects being put on hold in favor of new projects that quali- ket for Wacker Neuson – developed positively overall in 2010, fied for financing aid. low landholder income and, at times, stringent bank lending policies slowed growth, especially in Eastern European markets. Construction and economic growth 2010 Finland 4.4 Poland 4.0 Germany General legal framework 3.4 United Kingdom 3.1 Sweden 2.4 Switzerland JJ Protection for users and the environment JJ Compliance with new emissions standards in compact equipment segment 2.4 Belgium - 0.6 Austria JJ - 3.0 Norway Ongoing integration of new requirements in internal process flows - 3.1 EC-19 - 3.3 Hungary As a global manufacturer and provider of light and compact - 3.8 France equipment, Wacker Neuson has to observe numerous national and international statutory guidelines governing environmen- - 4.2 Italy tal and user protection. These include provisions regulating - 4.8 Slovakia exhaust gas emissions and ergonomics as well as noise and - 6.3 Denmark vibration-induced impact. Europe, in particular, has a large - 7.2 Portugal number of directives and regulations in this area. - 7.5 The Netherlands - 9.4 Czech Republic At Wacker Neuson, we therefore continuously review and - 10.0 Spain adapt our product portfolio to ensure compliance with new - 16.1 Ireland - 28.3 requirements and various harmonized standards and norms. We integrate new regulations as promptly as possible in our processes. - 30 - 25 GDP (%) - 20 - 15 - 10 -5 Construction (%) Source: Euroconstruct (70th conference), November 2010 0 5 Exhaust emissions standards for light and compact equipment Statutory exhaust emissions regulations have a major impact on the sale of compact equipment. In 2010, attention focused regulations in the US (EPA) and Europe (COM). As of Janu- Our competitive edge – the world’s largest light and compact equipment offering ary 1, 2011, diesel engines in non-road mobile machinery – in We will also continue to focus exclusively on light and compact other words, construction equipment, forklifts and agricultural equipment in the future – a position that sets us apart from the machines – must comply with these new emissions levels. The DIY sector and manufacturers of heavier machines. A broad specific compliance dates vary depending on the engine power light and compact equipment portfolio, coupled with a premi- and individual market requirements. The first wave of compact um service offering, clearly differentiates us from the competi- equipment products from the Wacker Neuson Group will be tion. Our research shows that the majority of our competitors affected by the new regulations as of 2012. This refers to equip- restrict their product portfolios to either light equipment or ment in the power class between 56 and 130 kW – accounting compact equipment or a combination of compact and heavy for around 30 percent of our compact offering. Further models equipment in excess of 15 tons. on preparations for compliance with the new TIER IV emissions will be adapted by 2015 to comply with the new regulations. New components such as engines, cooling and exhaust after- As a mid-sized company, we back up our high product and treatment systems – which Wacker Neuson sources from third- service standards with state-of-the-art production facilities, party companies – will have to be modified. Our expenses for in-depth development and manufacturing know-how and an research and development in 2010 were up as a result of prepa- efficient sales network. Built on this solid foundation, many of rations for the new emissions regulations. By and large, Wacker our products have established an excellent market position Neuson is less affected by the new rules than manufacturers of across the globe. larger machines as the stringency of the regulations varies as a function of the size and power of the relevant engine. The global construction equipment market is highly fragmented. There are also few official statistics. Hence it is not Nevertheless, we still had to adapt a range of light equipment possible to give a detailed and meaningful overview of market products to comply with emissions regulations in the US. shares. Similarly, our competitive landscape is very hetero- Large vibratory plates and smaller diesel-powered vibra- geneous. In certain segments, we compete against global tory plates, for example, had to be certified for compliance enterprises with a broad spectrum of compact and heavy with forthcoming EPA4 regulations. We also adapted mobile equipment such as Atlas Copco and Volvo. We also compete generators in line with the new TIER IV exhaust emissions with Takeuchi, Kubota and Yanmar, Japanese manufacturers standard. Further compliance-related modifications will be specialized in compact equipment. In the light equipment sec- carried out between now and 2012. The Group had to develop tor in particular, we also face a variety of competitors operating a new version of the DPU 130 for the Swiss market in order only in specific local markets. Light equipment players in this avoid additional regulations on soot particle emissions that category include Bomag, Weber, Ammann, Multiquip, Mikasa are exclusive to Switzerland and apply to engines in the 18 kW and Dynapac. power class and above. Our new gasoline cut-off saws were designed from the ground up to comply with all relevant regu- Since the acquisition of the Weidemann Group in fiscal 2005, lations worldwide. the Wacker Neuson Group has also been active in the agricultural machinery market. Weidemann GmbH enjoys a leading Beyond that, there were no legislative changes that had a position for articulated wheel loaders in the Central European significant impact on our business activities. agricultural market. Our Kramer-Werke GmbH affiliate also develops and manufactures telescopic handlers for the agricultural industry. These are distributed by CLAAS Global Sales Competitive position GmbH, a leading German agricultural machinery supplier, under the CLAAS brand. JJ Largest portfolio of light and compact equipment worldwide JJ Leading global manufacturer JJ Alliance with Caterpillar Growing market reach Over the past fiscal year, the Wacker Neuson Group seized available opportunities and performed well at both national and international level. This success was partly fuelled by the fact that we have a much wider portfolio since the merger. Key The Wacker Neuson Group is an innovative company with activities included the launch of our compact equipment port- good growth prospects and a strong balance sheet. The Group folio via the existing light equipment sales network in North aims to expand further at international level by winning new and South America, South Africa, the Middle East and several market shares and tapping new markets. countries in the European Union. Strengths that worked to 49 Combined Management Report General background 50 Wacker Neuson SE | Annual Report 2010 our benefit included our innovative drive, outstanding product All business segments helped fuel this strong growth. Demand quality, high rental and service standards, reliable spare parts was strongest in the US, although the Group also performed business and streamlined business processes. well in South America, Central Europe and South Africa. Alliances grow in importance New sales in the light equipment segment were particularly The economic crisis scarcely changed the heterogeneous com- strong as construction companies upped investments in order petitive landscape in which the Wacker Neuson Group operates. to replace existing equipment. Continued high demand for light The entire industry experienced a drop in revenue and earnings equipment in the US was a key revenue driver here. with some manufacturers recording a sharp decline. Manufacturers across the board reacted by cutting costs, closing As the economy picked up, we also capitalized on sales syner- production facilities, reducing headcount and looking for new gies by utilizing our existing light equipment sales network to financing solutions. However, a market shakeout as a result of distribute our compact offering. Demand for compact equip- insolvencies did not occur in 2010. Instead, companies increas- ment in particular jumped during the second half of the year. ingly focused on forging alliances, as did Manitou and Terex The order backlog was up 350 percent on the previous year at or JCB and Volvo. In January 2011, Finnish rental chain Cramo the close of 2010. At the same time, customer order patterns acquired German rental company Theisen. A common aim of changed. Rising demand led to bottlenecks among suppliers, such alliances and mergers is to utilize the sales channels of which in turn extended delivery windows at Wacker Neuson. the other partner for international expansion. The above-men- Customers therefore placed orders earlier. Supply bottlenecks tioned alliances have not changed Wacker Neuson’s position. have since eased. Most of the Group’s product groups continue to target fastgrowing markets. The lean, cost-saving program that we implemented early on in the crisis and continued over the past two years yielded long- In June 2010, Wacker Neuson also entered into a 20-year stra- term positive results during the period under review, enabling tegic alliance with heavy equipment manufacturer Caterpillar us to more than double our EBITDA margin to 10.3 percent and now produces mini excavators weighing up to 3 tons for (previous year: 4.6 percent) and achieve EBIT turnaround by the company. Caterpillar will distribute these machines under the middle of the year. The EBIT margin for the entire fiscal its own brand via its global sales network, with the exception of year was 4.8 percent. These results clearly show that adapting Japan. The alliance will improve the competitive position of both our cost structure during the crisis was the right move. companies. Quarterly comparison: Revenues for 2010 developed positively in € million III. Business trends in 2010 - 34% - 16% + 9% JJ Strong revenue growth 250 JJ Own forecast exceeded 200 JJ Order situation remains strong 150 + 31% - 8% + 32% + 11% + 34% 100 General statement on business performance Overall, business developed positively in 2010 and the Group was well prepared for the upswing. Revenue and earnings 50 0 Q1 2007 2008 Q2 2009 2010 Q3 2010 vs. 2008 Q4 2010 vs. 2009 quickly reflected the positive effects of comprehensive economic recovery packages, project backlogs and the overall revenue by 27.0 percent to EUR 757.9 million (previous year: Comparison between actual trends and projected performance EUR 597.0 million). In March 2010, the Executive Board issued a cautiously opti- improvement in the economic climate. The Group increased mistic forecast projecting revenue growth in excess of 5 percent and a return to net profit. At that time, there were still major uncertainties surrounding the prospect of economic recovery, especially in relation to the sustainability of the recovery. Forecast exceeded purchased a 160,000 m2 plot of land in nearby Hörsching. The The light equipment segment had already experienced sig- decision to build a new facility was made by the Executive nificant growth during the first half of the year. Once this was Board in December 2010. Through this investment, the Group mirrored by rising demand for compact equipment, the Group will be ideally positioned to meet further rises in demand for raised its forecast for the year in August, predicting a revenue compact equipment. The previous plant was rented. Once the rise in excess of 10 percent compared with the prior-year figure new facility is completed, the Group will own all of its produc- and an EBITDA margin of at least 9 percent. tion facilities. Based on the healthy order situation in the compact equipment Key resolutions at the 2010 AGM segment in the fourth quarter, company management again At the AGM held in Munich on May 28, 2010, the Executive revised its forecast in October, this time raising its revenue Board informed around 230 Wacker Neuson SE shareholders projection to a 20 percent or more increase on the previous of the developments in fiscal 2009. Based on a share capital year and estimating an EBITDA margin of at least 10 percent. of 70,140,000 eligible shares, 87.2 percent of shareholders However, the Group even managed to exceed these figures. As were present. In light of the 2009 drop in profit, the Executive we outperformed expectations overall, we were able to make Board and Supervisory Board proposed that no dividends be additional targeted investments, with the result that capital distributed for fiscal 2009 (2008: EUR 0.19 per share) and that expenditure was slightly above forecast at year-end. the retained earnings be carried forward. The AGM agreed this proposal. Executive and Supervisory Board members’ actions Healthy finances and assets were approved for fiscal 2009. As planned, we financed day-to-day operations with cash flow from operating activities. Despite the planned increase All shareholder representatives were reappointed to the in investments during the period under review, the Group was Supervisory Board. The employee representatives had been almost debt-free at December 31, 2010, reporting net financial reappointed to the Supervisory Board earlier by the SE Works debt of just EUR 13.7 million and a gearing of only 1.7 percent Council. There were therefore no changes to the composi- (net financial debt as a percentage of equity before minority tion of the Supervisory Board of Wacker Neuson SE in 2010. interests). As production activity increased, so too did working In the constituent meeting of the Supervisory Board follow- capital. To ensure optimum delivery timeframes, we increased ing the AGM, Mr. Hans Neunteufel was reelected Chairman inventory. At 80.6 percent (previous year: 81.2 percent), our and Dr. Ulrich Wacker Deputy Chairman. Mr. Helletzgruber equity ratio before minority interests remains well above the succeeded Dr. Kollmar as chairman of the audit committee, industry average. a position he had held for many years. On January 1, 2011, Mr. Hans Haßlach was appointed to the Supervisory Board Collaboration with Caterpillar of Wacker Neuson SE as an employee representative. He Wacker Neuson SE, Munich, and Caterpillar Inc., Peoria/USA, has thus joined Mr. Elvis Schwarzmair, the company’s other concluded a strategic alliance on June 24, 2010. The long-term employee representative on the Supervisory Board. Mr. Hans collaboration is set to run for 20 years. From 2011 onwards, Haßlach took over from Mr. Herbert Santl, who stepped down Wacker Neuson will be developing mini excavators weighing from the position as he approached retirement age. up to 3 tons exclusively for Caterpillar, initially at our Austrian demand for smaller machines worldwide (with the exception Active capital market communication and share trends of Japan) and allow the Wacker Neuson Group to significantly Wacker Neuson increased its communication efforts to keep increase production volumes in this product class and cut unit capital market players continuously informed of Group develop- costs accordingly. The customers of both partners are set ments. The Executive Board kept stakeholders up to date on to benefit from the alliance. Both partners aim to strengthen current Group developments through a variety of channels their individual competitive positions in the highly fragmented including the AGM, investor conferences, national and interna- market more quickly. tional roadshows and a Capital Market Day. They also outlined facility in Linz. The alliance will enable Caterpillar to meet the Group’s strategy in numerous personal conversations. Expansion of production capacity in Austria In 2009, it was already clear that a rise in demand for compact The share price developed positively over the course of the equipment would push our plant in Linz – our Austria compe- year. After starting the year off at EUR 8.49, it initially dropped tence center for excavators, dumpers and skid steer loaders – to EUR 7.63 on February 9, 2010. By the middle of the year, to its capacity limits. Thus, in the same year, Wacker Neuson it had reached EUR 9.72 and continued to rise, peaking at 51 Combined Management Report Business trends in 2010 52 Wacker Neuson SE | Annual Report 2010 EUR 13.20 on November 5, 2010. At December 31, 2010, the IV. Earnings, financial position and net assets share price closed at EUR 13.00. Overall, the share outperformed the positive DAX and SDAX trends. The report on earnings, financial position and net assets covers Changes to company organization and structure a total of 40 Group companies (previous year: 40) excluding the Differences of opinion within the Supervisory Board were parent company, Wacker Neuson SE. resolved by mutual agreement during the first quarter of 2010. Hans Neunteufel remains Chairman of the Wacker Neuson The following figures include the effects of purchase price Supervisory Board. allocation (PPA) resulting from the merger between the former Wacker Construction Equipment AG and Neuson Kramer Bau- The changes to company management as outlined in the fol- maschinen AG in fall 2007. lowing occurred during the period under review. On September 15, Dr.-Ing. Georg Sick stepped down from his position as CEO and President of Wacker Neuson SE at his own request Earnings to prepare for a new position. The remaining members of the Executive Board remain committed to the company in the long term. With the approval of the Supervisory Board, the Executive Board appointed Mr. Richard Mayer (Executive Board member responsible for light equipment) temporary speaker of the JJ Revenue and profit develop positively JJ SG&A and R&D expenses kept low JJ Optimized cost structure yields positive results Executive Board until an external successor to the position of CEO has been found. The Wacker Neuson Group benefited worldwide from the economic upswing as customers showed increasing readiness The following legal changes were made to the Group during to invest in light and compact equipment. Combined with the the period under review. The Group’s sales affiliates in Finland reorganization measures implemented across the Group in the and New Zealand were closed. Cooperations with established previous year, this rise in demand enabled us to outpace the local sales partners, however, mean that Wacker Neuson global economic recovery. products and services retain access to these markets and the Group can reduce its administrative costs. Please refer to Group sales rose 27.0 percent to EUR 757.9 million (previ- the Notes for a description of further changes to the Group’s ous year: EUR 597.0 million). Adjusted to discount currency participating interests that affected the consolidation structure. fluctuations, this corresponds to an increase of 22.5 percent. The fourth quarter proved particularly dynamic. With revenue p. 109 of EUR 206.3 million, it outstripped the same quarter in the To improve and synchronize process flows across the Wacker previous year by 34 percent, underscoring the lasting nature Neuson Group, we continued to bundle Group-wide functions of the recovery. The fourth quarter thus accounted for around such as finance and accounting, treasury, IT, HR and market- 27.2 percent of overall revenue for 2010, significantly more than ing. On January 1, 2011, we migrated our entire ERP system its “usual” share. In previous years, the fourth quarter contrib- to an SAP platform at the parent company Wacker Neuson SE uted between 22 and 26 percent of annual revenue. and at Wacker Neuson Corporation, our wholly owned US affiliate. On January 1, 2011, Wacker Neuson Corporation The cost of sales rose 22.8 percent to EUR 506.9 million was converted from a parent to a holding company and now (previous year: EUR 412.9 million) due to a rise in production manages separate legal entities for production, logistics and volumes. Pressure on product prices did not increase relative to sales activities. A similar structural change is planned for the the prior-year period. However, the increase in material costs, parent company Wacker Neuson SE. For further information, above all for steel and steel components, had an impact on cost please refer to section XIII. “Events/transactions of particular of sales for compact equipment especially in the fourth quarter. importance since the reporting date”. This increase could not be passed on to the market during Q4. p. 90 However, the Group did increase prices in January 2011. Earnings, financial position and net assets Gross profit amounted to EUR 251.0 million (previous year: Selling expenses alone were up 6.5 percent to EUR 143.9 EUR 184.1 million), with the gross profit margin rising to million (previous year: EUR 135.1 million) due to the increase 33.1 percent (previous year: 30.8 percent). 1 53 in revenue, global expansion of sales channels as well as As anticipated, the gross profit margin in the fourth quarter (31.5 percent) was further go-to-market measures in countries such as Sweden, down on the third quarter margin (35.7 percent). This was due to Australia, North America and South America. Group’s product mix, with compact equipment accounting for a R&D costs rose 9.1 percent to EUR 22.3 million (previous year: greater share than light equipment. This was further compound- EUR 20.5 million). A total of EUR 4.4 million in development ed by seasonal fluctuations that traditionally make the fourth costs was capitalized by all manufacturing companies in 2010 quarter a quiet period for our profitable services segment. (previous year: EUR 4.5 million). As a result of the increase in revenue, the R&D margin dropped to 2.9 percent (previous Tight control over SG&A and R&D expenses during the upswing year: 3.4 percent). As business picked up in 2010, we were initially able to make General administrative costs amounted to EUR 52.2 million use of excess capacities without having to make significant (previous year: EUR 47.7 million). The administrative cost ratio changes to our cost structure which we had streamlined totaled 6.9 percent (previous year: 8.0 percent). the previous year in response to the crisis. Although flexible structures within the Group helped here, this achievement Other operating income fell to EUR 7.5 million (previous year: was primarily due to the high levels of qualification among our EUR 12.2 million). Other operating expenses amounted to employees. We continued to keep a tight rein on costs. Total EUR 3.4 million (previous year: EUR 106.2 million). One-off write- sales, general and administrative (SG&A) and R&D expenses downs, mainly on goodwill, in the amount of EUR 100.3 million were up 7.5 percent to EUR 218.4 million (previous year: were the main factors behind the previous year’s figure. EUR 203.2 million). Considering the strong rise in revenue, however, we were able to keep these costs in check. Expressed as Earnings reflect usual seasonal fluctuations a percentage of revenue, total SG&A and R&D expenses were Earnings in 2009 were clearly affected by two one-off items. down to 28.8 percent (previous year: 34.0 percent). These were a one-off, non-cash write-down on intangible 1 Rise in Group revenue and gross profit In the years from 2005 to 2008, Wacker Neuson Revenue and margins from 2005 to 2010 in € million 979.5 1,000 870.3 757.9 742.1 800 619.3 600 597.0 in % increased revenue by 20 percent on average3. The sharp 25 drop in revenue in 2009 resulted in the company reporting an operating loss for the first time in its history. By 20 mid-2010, the company had returned to the profit zone and posted a double-digit EBITDA margin for the entire 15 503.2 year. Wacker Neuson is aiming for an EBITDA margin in 400 10 200 5 0 0 excess of 15.0 percent in the medium to long-term. 1 2005 Revenue 2006 2007 2007 2008 pro-forma1 EBITDA margin 20092 EBIT margin 2 2010 2009 profit margins discounting goodwill impairment and restructuring costs (p. 54 and 60). 3 Net earnings margin Pro-forma figures as if Neuson Kramer subgroup had been consolidated in full in fiscal 2007 (consolidation as of October 1, 2007). Compound annual growth rate (CAGR) over a period of three years. Combined Management Report the above-mentioned impact of cost of sales plus a shift in the 54 Wacker Neuson SE | Annual Report 2010 Quarter-on-quarter comparison of revenue and earnings for 2009 and 2010 Q1 vs. Q4 2009 revenue in € million EBITDA margin in % 2010 revenue in € million EBITDA margin in % Q1 prev. year Q2 Q2 vs. Q1 Q3 Q3 vs. Q2 Q4 Q4 vs. Q3 Total year 137.3 - 26.1% 156.5 14.0% 149.0 - 4.8% 154.2 3.4% 597.0 - 9.0 150.3 8.6 - 2.5% 205.3 10.5 36.6% 196.0 4.6 6.8 - 4.5% 206.3 757.9 5.2% 2.4 13.2 12.7 10.7 10.3 9 31 32 34 27 Revenue increase compared with prior-year period assets (EUR 100.3 million) which was largely related to the EUR -3.2 million). Purchase price allocation (PPA) had the goodwill attributable to the Neuson Kramer subgroup and effect of reducing EBIT by EUR 3.5 million. The effects of restructuring costs amounting to EUR 9.6 million. For improved PPA will continue to have a significant impact until the end comparability, the previous year’s figures have also been of 2013, albeit to a lesser and lesser extent. The EBIT margin adjusted in the following comparison. revived to 4.8 percent (previous year: -18.9 percent; adjusted -0.5 percent). Earnings quickly improved, bolstered by the rise in revenue plus long-term cost savings from previous years. The Group had Natural hedging protects the Group against exchange rate already returned to the profit zone by the middle of the year. fluctuations. In 2010, the dollar increased slightly on average against the euro (EUR 1 = USD 1.3213; previous year: Profit before interest, tax, depreciation and amortization EUR 1 = USD 1.3955). (EBITDA) rose from EUR 27.2 million (adjusted: EUR 36.7 million) to EUR 77.8 million. The EBITDA margin came to 10.3 percent The financial result amounted to EUR -4.0 million (previous year: 4.6 percent; adjusted: 6.2 percent). Deprecia- (previous year: EUR -2.3 million). tion and amortization amounted to EUR 41.1 million (previous year: EUR 140.3 million; adjusted: EUR 40.0 million). In the Profit before tax (EBT) increased to EUR 32.7 million fourth quarter, the EBITDA margin was 10.7 percent below the (previous year: -115.5 million; adjusted: EUR -5.6 million). third-quarter margin (12.7 percent) due to seasonal fluctuations. As mentioned above, the cost of sales for the compact Tax expenditure totaled EUR 8.1 million (previous year: tax equipment segment also dampened Q4 figures. revenue of EUR 5.5 million). The tax revenue in 2009 primarily resulted from the reversal of deferred tax liabilities in combi- Profit before interest and tax (EBIT) increased to nation with write-downs on the Neuson brand value plus the EUR 36.7 million (previous year: EUR -113.1 million; adjusted: capitalization of tax loss carry-forwards. The tax rate was Earnings: One-off expenses in 2009 2009 2009 Adjusted Group income Group income in € million 2010 statement statement1 EBITDA 77.8 27.2 36.71 EBIT 36.7 - 113.1 - 3.22 EBT 32.7 - 115.5 - 5.62 Profit for the period 23.9 - 110.1 - 2.93 Adjusted for EUR 9.6 million restructuring costs. Adjusted for a EUR 100.3 million write-down on intangible assets and EUR 9.6 million in restructuring costs. 3 Also adjusted for EUR 2.7 million in deferred taxes. 1 2 Earnings, financial position and net assets up from 18.7 percent in 2009 (adjusted for write-downs on The indicators presented here are also described in more de- intangible assets and deferred taxes payable on that amount) tail in the “Performance indicators” section (part I, the Wacker to 24.7 percent in the period under review. Neuson Group). They are calculated as follows on the basis of 55 the figures reported in the Consolidated Financial Statements At EUR 23.9 million, net profit for the period was clearly above and the Notes on page 56. the prior-year result (net loss for the year: EUR 110.1 million; 3.2 percent (adjusted figure for previous year: -0,5 percent). Finances Based on 70.14 million ordinary shares in circulation on aver- JJ Positive liquidity situation JJ Investments secure long-term growth prospects JJ Working capital increases in line with revenue age during the period, earnings per share came to EUR 0.34 (previous year: EUR -1.57; adjusted: EUR -0.04). Earning power up Non-interest-bearing borrowings, for example, trade payables, Principles and targets of financial management at Wacker Neuson are deducted from this figure. Average capital employed was Financial management at the Wacker Neuson Group is guided down 1.4 percent on the previous year despite the increased by the need to strike a healthy balance between financial se- investment volume. curity, return on equity and earnings. To achieve this, we draw Capital employed generally refers to all assets used in business. on set balance sheet ratios and key indicators to manage our ROCE I increased to 6.9 percent, up from -2.4 percent the financing needs. The most important indicators here are the previous year. ROCE II rose to 5.2 percent (previous year: net financial debt – resulting from short-term net borrowings -1.9 percent). The significant improvement in the Group’s and long-term borrowings – and the equity ratio. earnings situation had an impact here. In 2010, the Group thus succeeded in realizing a healthy return on assets employed for operating activities. 2 Our aim is to fund day-to-day operations with operating cash flow as far as possible. Surplus funds are invested in liquid, safe instruments where they earn the prevailing interest rates and are available to finance sustainable growth. 2 Increased return on capital employed (ROCE) Capital employed and ROCE 2005 to 2010 537.4 in % 600 537.4 538.9 531.3 486.7 400 300 236.5 269.4 500 538.9 531.3 486.7 30 Average capital employed increased as a result of 35 the merger in 2007. Negative EBIT in 2009 led to a 30 300 negative 25 15 provement in the Group’s earnings situation pushed 200 20 ROCE up to almost 7 percent. 10 100 5 0 0 2006 2007 2008 pro-forma1 Average capital employed ROCE I 2009 2010 35 40 400 25 return 269.4 on capital employed. In 2010, the20im236.5 10 100 5 15 200 2005 40 600 in € million 500 in % in € million -5 0 0 2005 2006 2007 2008 pro-forma1 Average capital employed ROCE I 2009 2010 -5 Combined Management Report adjusted: EUR 2.9 million). The return on revenue here was 56 Wacker Neuson SE | Annual Report 2010 Calculating ROCE I and II In € K 2010 2009 2008 pro-forma 2007 EBIT1 36,700 - 12,796 57,989 112,632 24.74 18.68 31.57 31.62 27,619 - 10,406 39,684 77,015 673,903 632,696 750,008 697,036 - 236,550 - 236,016 - 326,059 - 325,676 - 54,040 - 54,040 - 64,838 - 64,838 - 5,478 - 4,144 - 3,420 - 1,649 - 99 - 99 - 139 - 83 - 3,540 - 3,094 - 2,870 - 1,656 Tax ratio acc. to income statement as a %1 NOPLAT = EBIT - (EBIT x tax rate) 1 Non-current assets Goodwill Brands Other investments Loans Investment securities Interest rate swap Present value (finance lease obligations) of non-current assets - 56 0 0 - 832 - 4,381 - 9,680 - 14,659 - 17,362 Non-current liabilities - 23,957 - 25,530 - 31,989 - 33,724 Non-current assets used in business Deferred taxes 345,802 300,093 306,034 251,216 Current assets 356,314 339,042 428,603 517,474 0 0 - 1,894 - 88,656 Marketable securities Cash and cash equivalents - 36,559 - 85,024 - 65,600 - 76,816 Trade payables - 36,207 - 21,251 - 32,290 - 63,084 Short-term provisions - 12,317 - 13,583 - 11,112 - 9,324 Current tax payable - 470 - 413 - 466 - 1,366 - 43,776 - 29,102 - 35,184 - 42,698 Net working capital 226,985 189,669 282,057 235,530 Capital employed 572,787 489,762 588,091 486,746 Average capital employed 531,275 538,927 537,419 486,746 6.91 - 2.37 10.79 23.14 5.20 - 1.93 7.38 15.82 Other current liabilities ROCE I (return on capital employed before tax) (EBIT/average capital employed) ROCE II (return on capital employed after tax) (NOPLAT/average capital employed) 1 2009 EBIT was reported before one-off write-downs on intangible assets in the amount of EUR 100.3 million. The tax rate in 2009 was calculated without deferred taxes in the amount of EUR 2.7 million payable on these write-downs. The Wacker Neuson Group uses standard derivative financial incorporated. The participants can draw on the positive cash instruments such as foreign exchange forward contracts and pool balance up to an individually fixed limit. Participants who interest rate swaps or caps exclusively for hedging purposes make deposits receive interest equivalent to market conditions and to minimize risks. Financial instruments without a corre- for the respective currency. sponding underlying transaction are not carried out. Positive cash flow developments Ensuring payment flow through liquidity management Cash flow from operating activities came to EUR 44.9 million The main objective of liquidity management is to ensure at the close of the fiscal year (previous year: EUR 138.3 mil- that the Wacker Neuson Group has sufficient funds to meet lion). As planned, we were again able to use this to fund day- payment obligations as they arise. To this end, the Group to-day business. maintains a cash pool in which almost all its companies are Earnings, financial position and net assets Cash flow from financing activities came to EUR -10.3 million Statement of free cash flow changes in € K Cash flow from operating activities Purchase of property, plant and equipment 2010 2009 20081 44,918 138,255 38,109 60,890 - 75,618 - 36,281 - 93,134 - 81,571 - 9,344 - 7,120 - 8,654 - 2,469 0 0 0 - 122,078 20071 (previous year: EUR -53.0 million). EUR 21.9 million was utilized for the repayment of long-term bank loans. Investments in 2010 exceeded write-downs, which resulted in a negative free cash flow of EUR -38.8 million (previous year: EUR +100.6 million). Free cash flow corresponds to cash flow from operating activities plus investment activities without Purchase of marketable securities Proceeds from the sale of marketable securities changes to the consolidation structure (and where available, amounts accruing from the issue of new shares including the costs of raising capital). We used available liquid funds to cover the current year’s financing deficit. 0 1,996 85,674 46,987 Proceeds from the sale of property, plant and equipment and intangible assets 1,205 3,753 1,440 895 Change in consolidation structure - 1,467 - 460 - 1,771 10,572 Cash flow from investment activities - 85,224 - 38,112 - 16,445 - 147,664 Change in consolidation structure + 1,467 + 460 + 1,771 - 10,572 Cost of procuring capital 0 0 - 69 - 5,582 Issue of new shares 0 0 0 165,000 - 38,839 100,603 23,366 62,072 Free cash flow In 2010, we primarily drew on external credit lines in the amount of EUR 10 million to finance the purchase of the plot of land in Hörsching. Comfortable liquidity situation The item “Interest received” has been transferred from cash flow from investment activities to cash flow from operating activities. We were able to meet liquidity needs in 2010 through our own liquid funds. Credit line commitments to the value of up to EUR 110.7 million in total provided additional backing. At the closing date, less than half of these had been drawn. For further details on the terms and interest conditions of the credit lines, please refer to item 20 in the Notes to the Consolidated Financial Statements. The Group had liquid funds to the value of EUR 36.6 million (previous year: EUR 85.0 million) at year-end. Our high level of liquidity from the previous year afforded us the freedom to Cash flow from investment activities, which only covers invest- operate independently of bank or state funding during chal- ments that have been paid, amounted to EUR -85.2 million lenging economic times. 3 (previous year: EUR -38.1 million). The 2009 figure was lower as we deferred some investments in property, plant and equipment during that year due to the financial crisis. 3 Comfortable liquidity situation despite increased investment Change in cash and cash equivalents in 2010 in € million The diagram shows payments from production and marketing activities and includes payments 140 44.9 - 85.2 from financing, investment and payout policies. 120 As we outperformed expectations overall, we 100 80 were able to make additional targeted invest- 85.0 ments. We were able to meet liquidity needs in 60 2010 through our own liquid funds. The liquidity - 10.3 40 2.2 36.6 20 0 Cash and cash Cash flow equivalents from Dec. 31, 2009 operating activities Cash flow from investing activities Cash flow from financing activities Effect of Cash and cash exchange equivalents rates Dec. 31, 2010 situation remains healthy. Combined Management Report Purchase of intangible assets 1 57 58 Wacker Neuson SE | Annual Report 2010 We do not expect any significant deterioration in the refinanc- The 2010 investment breakdown is outlined in the following. ing market in the near future. Although banks have increased Renewal/maintenance investments of around EUR 13.0 million their margins on loans, this is largely compensated for by the and construction work on our new state-of-the-art European fact that interest rates remain low and our bank rating contin- R&D center for light equipment and on our company headquar- ues to improve. ters in Munich to the tune of EUR 14.2 million. The new complex will be completed by mid-2011 and will enable the Group Efficient working capital management to consolidate and expand its position as innovation leader by Another of our priorities in 2009 lay in reducing our working focusing heavily on research and development over the coming capital, particularly with a view to increasing liquidity. Strong years. Its central location in Munich is an added attraction for revenue growth in 2010 pushed working capital 23.6 percent our specialists and technicians. In addition, German sales, up on the prior-year figure to EUR 269.3 million (previous export and administration operations are also based in Munich. year: EUR 217.9 million). The working capital to revenue ratio developed as expected and – at 35.5 percent (previous year: 4 36.5 percent) – slightly exceeded our 33-percent target. We invested around EUR 9 million in the expansion of our global sales network in 2010. Projects here included the con- Inventory was up 24.1 percent at EUR 184.0 million (previ- struction of a new head office for Poland in the city of Warsaw ous year: EUR 148.3 million) and trade payables increased plus the expansion of our sales facilities in the Norwegian city to EUR 36.2 million (previous year: EUR 21.3 million). Trade of Oslo. In recent years, we have focused on expanding across receivables rose 33.7 percent to EUR 121.5 million (previous Eastern Europe and now have ten sales and service stations in year: EUR 90.8 million). Poland. Substantial investments for stronger growth Investments in 20101 In 2010, we continued to make major investments to secure as a % future growth at Wacker Neuson. 34.3 Renewal/maintenance and other investments 29.9 Rental (Central and Eastern Europe) 14.1 Land/production facilities Austria 10.6 Expansion of sales 11.1 Intangible assets These included EUR 75.6 million in property plant and equipment during the period under review (previous year: EUR 36.3 million), which is in line with our planned expenditure of around EUR 70 million. We have thus more than doubled investments here after deferring a large number of projects in 2009. 1 4 Working capital to revenue ratio falling Total investments for 2010: EUR 85 million (property, plant and equipment and intangible assets) in % in € million Working capital 2005 – 2010 303.9 300 40 271.5 in % in € million 303.9 300 40 271.5 269.3 250 200 150 158.6 30 217.9 tions in 2010. Although increased revenue led to a 200 35 25 23.6-percent rise in working capital compared with 30 150previous year, the return on capital employed 20 the 25 154.6 20 158.6 to generate revenue nonetheless improved to 15 35.5 percent (previous year: 36.4 percent). 10 100 50 5 15 100 0 10 0 2005 50 2006 20071 2008 2009 2010 5 Working capital 0 Working capital/Revenue 0 2005 Working capital 2006 20071 2008 2009 2010 Working capital/Revenue 35 Working capital developed in line with our expecta- 154.6 217.9 269.3 250 1 2007 revenue on a pro-forma basis. Earnings, financial position and net assets Construction work on our new facility in the Austrian district EUR 9.4 million was channeled into intangible assets – primar- of Hörsching, near Linz airport, has just got underway. Thus ily into licenses and the capitalization of research and develop- far, we have invested around EUR 12 million in this project. ment activities. 59 Having made a small down-payment in 2009, we capitalized the property on January 20, 2010 following successful entry The investment (property, plant and equipment plus intangible in the land registry and paid EUR 8.5 million, the remainder of assets) to write-downs ratio increased to 2.1 (previous year, the purchase price (total purchase price: EUR 9.3 million). The excluding one-off write-downs: 1.1). 5 and skid steer loaders will replace our rented plant in Linz. This Cost of capital ramp-up in capacity will enable us to meeting rising demand In fiscal 2010, we included the key indicator weighted average for compact equipment, including increased volumes resulting cost of capital (WACC) in our financial reports. It indicates the from our alliance with Caterpillar. weighted average cost of capital within the Group. A company is producing value for its investors if return on capital As planned, we invested EUR 25.4 million in our rental pool for employed (ROCE) exceeds WACC. For shareholders and Central and Eastern Europe. Our customers view renting as a lenders, WACC indicates the return they might expect on the useful supplement to purchasing that gives them a high degree funds or capital they have provided. It also gives a company of flexibility without having to tie up capital funds. Even though a good indication of the type of return it needs to generate on we, as the manufacturer, service and maintain the machines prospective investments. in our rental pool, regular investments still need to be made to ensure that products remain below a certain average age. WACC was reported at 7.93 percent in the period under review (previous year: 8.57 percent) and was thus higher than We invested around EUR 0.8 million in the conversion of our ROCE II (return on capital employed after tax), which stood at former production facility in Gotha (previously Weidemann) to 5.2 percent. create our first Europe-wide used equipment center. This strategy will enable us to bundle maintenance work and increase logistics flexibility in the delivery of used equipment. 5 Cash flow and investments Investments and cash flow from operating In 2010, the upswing in business enabled the company activities 2005 – 2010 to make investments that had been partly put on hold in € million during the crisis in 2009. We thus invested a substantial 140 120 EUR 85.0 million in future growth projects in the course in € million 140 of 100 2010. Investments were twice 101.8 as high as write-downs. 120 85.0 The80investment (property, 84 plant and equipment plus 101.8 100 intangible assets) to write-downs ratio increased to 2.1 60 85.0 84 80 (previous year, excluding one-off write-downs: 1.1). 43.4 40 60 40 20 37.6 31.9 19.6 43 38.1 43.4 40 41.1 20 37.6 31.9 19.6 2005 Capiral expenditure Capiral expenditure 2006 40 41.1 0 23.6 0 2005 43 38.1 23.6 2007 2008 Depreciation and amortization 20091 2010 Operating cash flow 2006 2007 2008 Depreciation and amortization 20091 2010 Operating cash flow Combined Management Report state-of-the-art production facility for excavators, dumpers 60 Wacker Neuson SE | Annual Report 2010 Basis for calculating WACC1 Risk-free return (r f ) as a % Market risk premium (MRP) as a % 2010 2009 2008 2007 3.00 4.25 4.25 4.75 5.00 5.00 5.00 4.50 1.050 1.028 1.032 1.542 Interest-bearing liabilities due beginning of period (DBOP), EUR K 83,997 150,649 146,057 91,271 Interest-bearing liabilities due end of period (DEOP), EUR K 75,143 83,997 150,649 146,057 Average interest-bearing liabilities, EUR K 79,570 117,323 148,353 118,664 8,151 Leverage beta (ßL) Interest expense (D x rD), EUR K 4,212 5,480 8,215 Cost of debt (rD) as a % 5.29 4.67 5.54 6.87 Group tax rate (s) as a % 24.74 36.52 31.57 30.85 Share price at closing date (k) EUR 13.00 8.20 6.19 14.62 Number of shares (n) in thousands 70,140 70,140 70,140 70,140 911,820 575,148 434,167 1,025,447 8.25 9.39 9.41 11.69 92.39 87.26 74.24 87.53 Percentage of financing that is debt (D/(E+D)) as a % 7.61 12.74 25.76 12.47 Weighted average cost of capital (WACC) as a % 7.93 8.57 7.96 10.82 Market capitalization (E), EUR K Cost of equity (rE) Percentage of financing that is equity (E/(E+D)) as a % 1 WACC: (percentage of financing that is equity x cost of equity) + (percentage of financing on average that is debt x cost of debt) x (1 - tax rate) WACC = (rf+MRP x ßL)*E/(E+D)+rD x (1-r) x D/(E+D) WACC is the weighted average cost of capital. It is calculated as the mean value of equity and debt costs, whereby tax benefits are to be deducted from debt costs. Here, equity is taken at its market value at the closing date. Assets mainly goodwill from the Neuson Kramer subgroup, in the amount of EUR 100.3 million. This impairment did not affect JJ Solid balance sheet structure underpins upswing liquidity. The goodwill in question resulted from the merger JJ High equity ratio compared with industry peers between the former Wacker Construction Equipment AG and JJ Low net financial debt despite increased investments the former Neuson Kramer Baumaschinen AG in 2007. At December 31, 2010, goodwill amounted to EUR 236.6 million (previous year: EUR 236.0 million). Intangible assets were The balance sheet total rose during the last fiscal year to valued at EUR 90.6 million (previous year: EUR 87.6 million). EUR 1,030.2 million (previous year: EUR 971.7 million). The Group focused once again on increasing inventory to The Group’s return on assets (ROA) after tax and before minor- improve delivery capabilities as business picked up. Due to an ity interests amounted to 2.5 percent (previous year: -1.1 per- increase in production volumes, the value of finished prod- cent). Return on assets expresses the ratio between profit/ ucts was up from EUR 107.1 million to EUR 123.5 million in loss for the period before minority interests and the average 2010. Current assets were at EUR 356.3 million (previous year: balance sheet total. For fiscal 2009, profit/loss for the period EUR 339.0 million) due to the increase in inventory and rise in before minority interests was adjusted to discount one-off trade receivables. items resulting from write-downs on brand value and goodwill plus deferred taxes payable on these write-downs. High equity ratio compared with industry peers Net profit for the period brought equity before minority inter- Assets rose to EUR 642.4 million (previous year: EUR 597.8 mil- ests up to EUR 830.6 million during the period under review lion). An impairment test carried out on the basis of projected (December 31, 2009: EUR 789.0 million). At 80.6 percent, the figures revealed that there was no need for write-downs when equity ratio before minority interests remained high for the the net book value of the Group’s goodwill and brands was industry (December 31, 2009: 81.2 percent). The Group’s share compared with the fair market value. In the previous year, this capital remained unchanged at EUR 70.14 million. comparison led to one-off write-downs on intangible assets, Earnings, financial position and net assets 61 Balance sheet structure 971.7 EQUITY AND LIABILITIES 1,030.2 1,030.2 Inventories/current 15.3 % 17.8 % 3.5 % 7.2 % 8.4 % Other current assets 19.6 % 16.8 % 80.9 % Tangible assets 27.5 % 28.9 % Goodwill 24.3 % 23.0 % Other non-current assets 13.3 % 13.4 % 2009 2010 971.7 2.2 % Trade payables (current) 7.2 % Other borrowings (current) 9.2 % Borrowings (non-current) 81.5 % Equity (before minority interests) 2010 2009 In considering the equity figures, the balance sheet effects of Net financial debt at December 31, 2010 amounted to currency fluctuations between the euro and US dollar should EUR 13.7 million (previous year: EUR 24.9 million net cash po- be taken into consideration. The EUR 41.4 million rise in equity sition). As financial markets grew more confident, we reduced is primarily attributable to net profit for the period and the fact our positive balance as planned with the aim of turning it into that the euro was weaker than the figure reported on the prior- a slight debt by the end of the year. For information on the cal- year closing date. culation of net financial debt, please refer to the section on risk management / capital management, item 30 in the Notes to the Bolstered by a profit before minority interests, ROE rose to Consolidated Financial Statements. At the closing date, gear- 3.0 percent (previous year: -1.4 percent) in 2010. ing was posted at 1.7 percent (previous year: -3.1 percent). Total non-current liabilities fell 3.2 percent to EUR 86.4 mil- Net financial debt lion (previous year: EUR 89.3 million). Long-term borrowings contracted 4.1 percent to EUR 32.2 million (previous year: In EUR K 2010 2009 2008 EUR 33.6 million). At EUR 30.2 million, long-term provisions Long-term borrowings - 32,218 - 33,583 - 38,845 remained at the previous year’s level (previous year: Short-term borrowings - 5,958 - 14,889 - 81,742 EUR 30.2 million). Deferred tax posted as liabilities amount Current portion of long-term to EUR 24.0 million (previous year: EUR 25.5 million). borrowings - 12,109 - 11,698 - 5,876 0 0 1,894 36,559 85,024 65,600 - 13,726 24,854 - 58,969 Marketable securities At EUR 110.8 million, total current liabilities were up 21.9 per- Cash and cash equivalents cent (previous year: EUR 90.9 million). This is primarily due Total to the increase in trade payables resulting from the rise in revenue. Calculating ROE In EUR K Profit/loss before minority interests 2010 2009 2008 pro-forma 2007 24,628 - 12,3071 38,105 75,526 Equity before minority interests 830,618 789,049 909,088 910,439 Average equity before minority interests 809,834 849,069 909,764 910,439 3.04 - 1.45 4.19 8.30 ROE as a % (profit/loss before minority interests / average equity) before minority interests 1 2009 figures are reported before one-off write-downs on intangible assets in the amount of EUR 100.3 million, incl. deferred taxes in the amount of EUR 2.7 million payable on these write-downs. Combined Management Report ASSETS in € million 62 Wacker Neuson SE | Annual Report 2010 Financing structure Information about estimates, assumptions and judgments Please refer to the section on financial liabilities, item 20 in the made, especially in connection with the valuation of tangible Notes to the Consolidated Financial Statements for information and intangible assets and goodwill, doubtful debts, pension on the financing structure, financial covenants and the terms of liabilities, provisions and contingent liabilities, is presented in covenants, the Notes to the Consolidated Financial Statements along with p. 130 . information on tax expense, p. 110 . Off-balance-sheet assets and financial instruments In addition to the assets shown in the consolidated balance sheet, the Group also makes customary use of assets that General overview of economic situation cannot be recognized in the balance sheet. These generally refer to leased, let or rented assets (operating leases). Please Group management feels that Group finances and assets are refer to the section on other financial liabilities, item 25 in the in a strong position Notes to the Consolidated Financial Statements for detailed interests of 80.7 percent and low net financial debt of EUR 13.7 information, million at year-end, the Group is almost debt-free despite a p. 135 . 6 . With an equity ratio before minority significant increase in investments. The Group has not drawn The Group uses off-balance-sheet financial instruments such on over half of its credit lines and had liquidity in the amount of as the sale of receivables to a limited extent only. In connec- EUR 36.6 million at December 31, 2010. It will thus be able to tion with the sale of receivables, customers are offered inter- meet its financial obligations in the current year. est-subsidized financing models, which can also be reported as factoring in the wider context. However, these schemes are The healthy economic climate will help the Group implement only used to finance sales and are not a major source of fund- its strategies and reach its goals of further growth – at an inter- ing for the Group. national level in particular – and a return to pre-crisis revenue levels by the year 2013. Judgments and estimates During the past fiscal year, no voting rights were exercised and no balance-sheet disclosures made which, if exercised or disclosed differently, would have had a material effect on the net assets, financial position and earnings of the Group. 6 Healthy asset and financial position in € million in % 950 Key figures from the balance sheet 2005 – 2010 850 in % 910.4 909.1 850 750 75 95 75 Wacker Neuson has a high equity ratio in excess of 450 lion as financial markets grew more confident. 550 55 80350 percent and is almost debt-free with a low gearing 35 650 289.9 550 55 282.4 of 250 only 1.7 percent. The Group has drawn on less than 150 half of its credit lines and thus has plenty of 450 350 289.9 250 35 282.4 45.1 financial backing. 50 9.4 - 50 2005 15 150 50 830.6 789 750 2009 into a slight net financial debt of EUR 13.7 mil650 830.6 789 95 909.1 As planned, we turned the net cash position from in € million 950 910.4 9.4 2005 59 45.1 - 50 2006 - 43.1 2007 13.7 -5 - 24.9 2008 2009 2010 Net financial debt Equity before minority interests in € million in € million Gearing Equity ratio before minority interests in % in % 2006 59 - 43.1 2007 13.7 -5 - 24.9 2008 15 2009 2010 Net financial debt Equity before minority interests in € million in € million Gearing Equity ratio before minority interests in % in % Earnings, financial position and net assets of Wacker Neuson SE (condensed version according to HGB) V. Earnings, financial position and net assets of Wacker Neuson SE (condensed version according to HGB) 63 The economic upturn both within Germany and beyond fuelled a rise in revenue and profit at Wacker Neuson SE. Similar to many German machinery manufacturers, the company benefited from a revival on the domestic market and a strong pull from export markets. Revenue was up 18.5 percent in 2010 to EUR 251.8 million (previous year: EUR 212.5 million). The Annual Financial Statements of the parent company the provisions of the German Commercial Code (HGB) and the Cost of sales rose to EUR 168.7 million (previous year: German Stock Corporation Law (Aktiengesetz). In 2010, the EUR 140.7 million). The gross profit margin fell to 33.0 percent Management Report of Wacker Neuson SE has been combined due to the shift in the company’s product mix (previous year: with the Group Management Report. 33.8 percent). The Annual Financial Statements describe the results of busi- Sales, general and administrative (SG&A) expenses were up ness activities conducted by Wacker Neuson SE during fiscal from EUR 81.1 million in fiscal 2009 to EUR 93.3 million in 2010. 2010. This includes trading activities on the German market This was primarily due to higher legal and consulting costs with products from our own manufacturing facilities along with plus payments for non-compete clauses, profit shares and bo- imports from affiliates and suppliers, plus the rental, spare parts nuses incurred in connection with changes to the composition and service business in Germany and exports from our German of the Executive Board. After deducting other expenses, other production facilities. income was up by EUR 1.6 million. Income statement for Wacker Neuson SE (condensed version) Profit before interest and tax (EBIT) came to EUR -4.9 million, a slight improvement on the 2009 figure of EUR -5.8 million. In € K Revenue 2010 2009 251,815 212,510 Cost of sales - 168,688 - 140,701 Gross profit 83,127 71,809 Income from shareholdings in companies accruing to Wacker Neuson SE rose EUR 0.8 million to EUR 10.1 million in fiscal 2010 as a result of higher dividend payouts from affiliates. Sales, general and administrative - 93,251 - 81,128 At EUR 1.9 million (compared with EUR 3.6 million in 2009), net Other income 13,829 12,134 profit for the period was positive due to dividend payouts from Other expenses - 8,618 - 8,567 affiliates. EBIT - 4,913 - 5,752 (SG&A) expenses Taking retained earnings in the amount of around EUR 3.6 mil- Income from shareholdings in companies 10,113 9,265 14 30 515 1,786 - 214 - 550 - 1,130 - 769 4,385 4,010 - 2,180 0 Taxes on income and earnings - 274 - 379 Net profit/loss 1,931 3,631 Profit/loss carried forward 3,631 30,174 7,500 - 30,174 13,062 3,631 other revenue reserves, Wacker Neuson SE reported retained Income from other securities and long-term loans Interest and similar income Write-downs on financial assets Interest and similar expenses Profit before tax (EBT) Extraordinary profit Withdrawal from / allocation to other revenue reserves Retained earnings lion into account and the withdrawal of EUR 7.5 million from earnings of around EUR 13.1 million. Assets and finances Company assets rose to EUR 726.1 million (previous year: EUR 687.4 million). This was due, on the one hand, to an increase in intangible assets resulting from the SAP project, the groundwork for which was laid in 2010. At the start of the year under review, Wacker Neuson SE’s ERP system was successfully migrated to the SAP platform. It was also due to a rise in outlay on property, plant and equipment required to build the new R&D center and company headquarters in Munich. Financial assets rose from EUR 563.7 million to EUR 581.2 million, related primarily to capital increases at affiliate level. Combined Management Report Wacker Neuson SE have been prepared in accordance with 64 Wacker Neuson SE | Annual Report 2010 Balance sheet of Wacker Neuson SE (condensed version) In € K Cash flow statement of Wacker Neuson SE (condensed version) Dec, 31, 2010 Dec, 31, 2009 6,034 4,696 Property, plant and equipment 138,874 119,049 Financial assets 581,216 563,698 Assets 726,124 687,443 Investments Inventories 36,733 26,688 Cash flow from investments Trade receivables 11,669 10,570 Financing 5,871 26,048 Intangible assets Receivables from associated companies Other assets 2,433 7,217 18,514 57,012 Current assets 75,220 127,535 668 1,394 Balance sheet total (assets) 802,012 816,372 Equity 757,779 755,848 80 89 17,147 20,934 Borrowings from banks 7,800 25,099 Trade payables 1,780 6,446 Special tax-free reserves Other provisions Other liabilities Liabilities Deferred items Balance sheet total (liabilities) 2009 Cash flow according to DVFA/SG 25,686 23,829 Cash flow from operating activities 26,086 43,367 - 61,206 - 35,039 - 3,378 16,321 - 38,498 24,649 57,012 32,363 18,514 57,012 Change in cash and cash equivalents Cash and cash equivalents on January 1 Cash and cash equivalents on December 31 Provisions dropped to EUR 17.1 million (previous year: EUR 20.9 million) and liabilities were down at EUR 26.9 million (previous year: EUR 39.5 million). Cash flow according to DVFA/SG (German Society of Financial Analysts and Investment Consultants) was up EUR 1.9 mil- Payables to associated companies 2010 Operations Cash flow from financing activities Liquid funds Deferred items In € K 15,066 6,543 lion to EUR 25.7 million in the year under review (previous 2,260 1,403 year: EUR 23.8 million) despite the lower net profit reported 26,906 39,491 for the period. Liquid funds were down EUR 38.5 million to 100 10 802,012 816,372 EUR 18.5 million (previous year: EUR 57.0 million), reflecting the increase in working capital as well as planned investments. In summary, company management feels that Wacker Neu- Current assets dropped from EUR 127.5 million to EUR 75.2 mil- son SE’s financial position remains strong. The company’s lion. Inventories were up EUR 10.0 million, fuelled by increased earnings improved in line with the rise in revenue despite the production to meet rising demand. However, receivables negative impact of items detailed above. from associated companies were down EUR 20.2 million on the previous year due to the repayment of short-term loans Dividend proposal extended to associated companies posted under receivables The Executive Board and Supervisory Board of Wacker from associated companies. Neuson SE will propose a dividend of EUR 0.17 per eligible share at the AGM on May 26, 2011 (based on a total of Equity increased to EUR 757.8 million (previous year: 70.14 million eligible shares). In total therefore, the company EUR 755.8 million) as the company decided not to make a will be paying out EUR 11.9 million. The distribution ratio pans dividend payout in 2010 and carried retained earnings for out at around 50 percent based on net Group profit for the the period forward. At EUR 584.0 million, capital reserves year in the amount of EUR 23.9 million. This is higher than the remained at the previous year’s level. Wacker Neuson SE’s minimum long-term target pursued by the Executive Board and share capital also remained stable relative to the previous year Supervisory Board. As the company refrained from making a at EUR 70.14 million. It is divided into 70,140,000 individual dividend payment last year and instead carried the retained no-par-value nominal shares. The equity ratio amounted to earnings for the year forward, it regards the payout as justified. 94.5 percent (previous year: 92.5 percent). Segment reporting by region 65 Dividend trends (the figures shown relate to the fiscal year in which the dividend was realized) 2009 2008 2007 Total payout (€ m) 11.9 – 13.33 35.07 Payout ratio (as a %) 49.8 – Eligible shares (in m) 70.14 70.14 70.14 70.14 0.17 0.00 0.19 0.50 20102 Dividend per share (in €) 2 Based on net Group profit for the period before purchase price allocation in 2007 and 2008. Dividend proposal for the AGM on May 26, 2011. The auditing company Rölfs WP Partner AG, Munich, We are happy to report that the Group increased revenue Germany, has audited the Annual Financial Statements of across all business segments in 2010 – in most cases, with Wacker Neuson SE in full and approved them without quali- double-digit percentage growth. fication. The audited report will be published in the electronic Federal Gazette. It can also be downloaded from www.corporate.wackerneuson.com/ir/en-financial_reports.php. Sales by region as a % (previous year) Statement from the Executive Board pursuant to Section 312 AktG 73.7 Europe (78.0) 22.2 Americas (17.3) 4.1 Asia (4.7) The following declaration hereby concludes the Executive Board report regarding relations with related entities. “Our company received appropriate compensation in respect of all transactions entered into with associated companies. These transactions did not put the company at a disadvantage. No measures were taken during the year under review that would have required reporting. This assessment is based on the circumstances known to us at the time of transactions Europe subject to reporting.” As predicted, Europe was again the biggest revenue generator, accounting for 73.7 percent of total Group revenue (previous VI. Segment reporting by region year: 78.0 percent). This region’s revenue rose 20.0 percent to EUR 558.6 million (previous year: EUR 465.7 million). Segment profit before interest and tax (EBIT) increased to EUR 26.6 mil- JJ Enhanced product portfolio appeals to European lion (previous year: EUR -107.3 million; adjusted for write- customers downs on goodwill: EUR -7.0 million). JJ Strongest growth in Americas region JJ Further expansion of sales network in Asia With its broad product and service portfolio, the Wacker Neuson Group not only supplies construction companies, but also dealers, rental organizations and importers across the globe. Segment reporting provides an overview of business developments according to region (Europe, Americas and Asia). We also break revenue down according to business segment (light equipment, compact equipment and services). Combined Management Report 1 40.01 32.01 66 Wacker Neuson SE | Annual Report 2010 Sales by region EBIT by region in € million in € million - 17.4 % 500 400 300 60 + 20 % 676.2 50 558.6 520.7 + 0.7 % + 14.5 % 196.1 166.9 + 10.7 % 2008 2009 25.8 Americas 3.1 0 Asia - 10 2010 1 1.4 0.8 - 0.3 - 71 -8 Europe 2007 Demand for light and compact equipment bucks predicted trends 14.4 11.6 10 25.3 27.2 28.2 31.2 Europe 26.6 20 168.1 103.1 0 2007 30 + 63 % 100 45.8 40 465.7 200 50.9 2008 Americas 2009 Asia 2010 Adjusted to discount write-downs on intangible assets in the amount of EUR 100.3 million. Demand for our products and services picked up noticeably across all of Europe, clearly defying Euroconstruct forecasts, Revenue up in key markets for the Group which projected a downturn in the construction market for In the UK, our revenue rose by almost 50 percent. Following a 2010. This is primarily due to the fact that the majority of two-year slump in sales, investment backlogs were the main Wacker Neuson’s revenue stems from European countries growth drivers, although our go-to-market strategy for com- where the domestic market has largely recovered from the pact equipment also made an impact here. global economic crisis, in particular Germany, Austria and Switzerland. Our decision to launch compact equipment via the existing sales network also proved successful in France, where revenue This positive trend clearly shows that our product portfolio increased by over 30 percent. This same strategy also fuelled a is targeted at growth segments and that our European sales 70-percent rise in product revenue in Scandinavia in 2010. strategies have yielded positive results. The company experienced double-digit growth in particular in France, the UK, Poland was the only country where the construction industry Sweden, Norway, Switzerland, Germany, Poland, Hungary, continued to grow even during the crisis. Consequently, our Turkey and Russia (which also belongs to the Europe segment). revenue here also developed positively in 2010. A large number Denmark, Italy and Spain were the only countries where devel- of ongoing residential developments, infrastructure improve- opment remained below the previous year’s level. ment measures, and redevelopment and commercial construction projects pushed growth further throughout the year. Our Government investment programs had a stabilizing effect. With revenue for the region grew by over 30 percent. the exception of German-speaking countries, growth in 2010 was further boosted by an increase in investments to replace Russia proved a surprisingly positive market. Our revenue light equipment on the back of a 2009 drop in capital expen- here leapt by over 150 percent, albeit from a low level. Our diture in many countries. Company management believes this performance in this still new market, however, gives us every is primarily attributable to rising demand from end customers confidence for the future. rather than dealers increasing inventory levels. Segment reporting by region Germany again accounted for the lion’s share of European 67 Asia revenue. In 2010, our domestic business benefited from ongoing construction projects and infrastructure investment Asia remains a growth market for Wacker Neuson, although we programs as well as from increased activity in residential do not expect demand for our high-quality light and compact construction plus underground projects in the commercial equipment to take off there for the next five to ten years. Hence construction sector. New product launches and our enhanced we are aligning our go-to-market strategy with the rise in de- service offering also had a positive impact here. mand anticipated for that point in time. The company has also had an affiliate in India since 2008. Positive trends in Asia Overall, construction markets showed signs of recovery in the Significant revenue growth in the Americas Asia-Pacific region, especially in Australia. Business in Asia The positive trend in the US that we first reported mid-2009 profited from numerous infrastructure measures aimed at continued and gained momentum throughout 2010. Product expanding road and rail networks. sales to our dealers were up. Major rental companies did not start investing in individual products until the second half of the Revenue was up 10.7 percent on the previous year from year. Depending on the age of their rental fleets, they primarily EUR 28.2 million to EUR 31.2 million. Segment profit before invested in new machines to replace existing stock. interest and tax (EBIT) amounted to EUR -0.3 million (previous year: EUR 0.8 million). This drop was primarily down to Revenue in the Americas was up 63.0 percent on the previous increased air transportation costs incurred to ship replace- year to EUR 168.1 million (previous year: EUR 103.1 million). ment deliveries from the production plant in Manila as a result Segment profit before interest and tax (EBIT) increased from of delivery bottlenecks among suppliers. In light of the strong EUR -8.1 million to EUR 14.4 million. The region expanded its growth in other regions, this region’s share of total revenue share of revenue from 17.3 percent to 22.2 percent. Discounting dropped to 4.1 percent (previous year: 4.7 percent). exchange rate fluctuations, revenue in the Americas was up by 49.7 percent. Revenue plus in Australia Our results for 2010 in Australia strongly reflect the expansion As in previous years, our US production and sales company of our product offering here, with revenue increasing by over Wacker Neuson Corporation generated the majority of revenue. 50 percent. In local currency (US dollar), revenue for this affiliate was around 54 percent up on the previous year’s figure. However, increased Emerging markets now account for around 15 percent of our exports to Europe and Asia also played a role here. Revenue revenue. Our revenue in these markets was up by around growth in South America and Canada were even stronger. 38 percent on the previous year. We continued to launch our compact equipment offering in this region in 2010 and were also able to further expand our US dealer network during the year. Our compact equipment launch in South America also resonated strongly across the industry there. Combined Management Report Americas 68 Wacker Neuson SE | Annual Report 2010 VII. Segment reporting by business segment Light equipment revenue before discounts rose 38.9 percent to EUR 296.6 million (previous year: EUR 213.5 million). This segment’s share of total revenue (before discounts) amounted JJ Demand for light equipment remains high to 38.8 percent (previous year: 35.5 percent). Continued high JJ Strong growth in compact equipment segment demand in the US provided strong momentum here. In 2010, JJ Rental business remains at prior-year high level an increase in pressure on prices for light equipment relative to the previous year was not evident. Sales by business segments in € K 2010 2009 Light Equipment 296,606 213,494 Compact Equipment 274,824 205,321 Services 192,386 183,273 Minus cash discounts = Total sales - 5,890 - 5,075 757,926 597,013 Light equipment Sales by business segment1 as a % (previous year) 38.8 Light Equipment (35.5) 36.0 Compact Equipment (34.1) 25.2 Services (30.4) 1 Consolidated sales before discounts The light equipment business segment covers the Wacker Neuson Group’s activities within the four strategic business Raft of new launches fields of concrete technology, soil and asphalt compaction, Product innovations and new models again played a key role in demolition, and utility. Production is synchronized with demand the light equipment segment’s positive performance last year. and delivery times are short. The company therefore does not We launched a raft of new products including new vibratory report order intake or the order backlog for this segment. plates and electric breakers as well as powerful new pumps. In 2010, we added a total of 78 new products or product versions Light equipment sales was a good indicator of the long-term to our portfolio (previous year: 44). nature of economic recovery. Experience from previous economic cycles shows that this is an early-cycle mover. So the strong rise in demand for light equipment, which set in Compact equipment 1.5 years ago, was a clear indicator of overall recovery. This is because delivery timeframes for light equipment, once The compact equipment business segment covers the manu- ordered, are usually very short and per-unit purchase costs facture and sale of compact machinery under the Wacker are typically lower than for larger machines. So as the crisis Neuson, Kramer Allrad and Weidemann brands. In addition to took hold, investment in this area was the first to drop. The all-wheel and articulated wheel loaders, the compact equip- high quality of our products enabled customers to extend the ment segment includes compact excavators, skid-steer load- typical service life during the downturn. When business picked ers, telescopic handlers and dumpers as well as attachments. up, however, the short delivery times and relatively low capital outlay meant that customers soon upped their investments to In 2009, this business segment was still suffering from the replace their existing machines. Our position as a market lead- high inventory levels affecting all market players in the Europe er in many product segments also helped. Demand remained region at that time (especially in the case of compact excava- consistently high over the last four quarters. tors). The situation turned around, however, during the first Segment reporting by business segment quarter of 2010. Demand increased dramatically in all countries The merger between Wacker and Neuson Kramer created a where we distribute compact equipment. This growth was wide range of sales synergies that Wacker Neuson is increas- fuelled by the economic recovery and our continued measures ingly using to win market share. The Group is also distributing to expand market share and distribute our compact offering via its compact equipment portfolio to more and more markets the existing sales network. This resulted in very high utilization outside of Europe. Demand for compact equipment is devel- of production capacities. oping particularly well in France, Sweden, South America, 69 Canada, South Africa and Australia. EUR 274.8 million, up 33.9 percent on the previous year’s There were no noticeable signs of increased pressure on figure of EUR 205.3 million. In view of the light equipment seg- prices in the compact equipment segment during fiscal 2010. ment’s strong revenue performance, compact equipment only The devaluation of the euro against the US dollar and other key managed to slightly expand its share of overall revenue (before trade partner currencies also helped fuel growth for European discounts) to 36.0 percent (previous year: 34.1 percent). manufacturers. Japan’s yen (JPY), for example, rose an average 11.7 percent against the euro in 2010, which forced some Although the compact equipment segment benefited from of our Japanese competitors to increase the price of products investments to replace existing equipment, infrastructure for the European market. Our special financing programs for construction projects were the main growth drivers, especially customers continued to be well received. in Central and Eastern Europe and South America. We continue to innovate and improve the quality of our exMonthly order intake is a reliable indicator of demand for our tensive compact portfolio, encompassing around 40 models. compact equipment. Our customers changed their order pat- During the period under review, Wacker Neuson launched terns as a result of supply difficulties, placing orders signifi- new compact machines, delivering significant added value for cantly earlier than in 2009. This resulted in a consistently high customers. These include Wacker Neuson’s largest compact order backlog for both construction and agricultural compact excavator model to date, the 14504, with an operating weight equipment. At December 31, 2010, the order backlog was of 14.5 tons, as well as a new range of wheel loaders and around 4.5 times higher than the prior-year figure. compact telescopic handlers under the Kramer Allrad and Weidemann brands. The company also launched mini excavator models equipped with new features. In addition, Wacker Development of order backlog 2010 in units + 350 % yoy Neuson overhauled its cab concept for compact equipment. Development by business segment in € million - 23 % - 11 % 500 +2% 400 + 39 % + 34 % +5% 300 12/09 01/10 02/10 03/10 04/10 05/10 06/10 07/10 08/10 09/10 10/10 11/10 12/10 200 At December 31, 2010, accumulated order intake for the 100 construction and agricultural equipment were around 87 percent up on the previous year’s figure of -34 percent. 0 Light Equipment 2007 2008 2009 Compact Equipment 2010 2010 vs. 2008 Services 2010 vs. 2009 Combined Management Report Compact equipment revenue before discounts rose to 70 Wacker Neuson SE | Annual Report 2010 Demand for agricultural machines up uncertainty. At EUR 63.0 million, revenue from the rental busi- Demand for agricultural machines was particularly strong in ness in 2010 remained level with the previous year’s figure of the second half of the year. At the close of the year, the order EUR 63.3 million. situation for agricultural equipment was almost as healthy as the construction order book. The Weidemann brand offers The early onset of winter meant that demand for rental equip- well designed, innovative machines for agricultural holdings, ment in the fourth quarter was down slightly by 3 percent on primarily for farmyard work. In 2010, Weidemann agricultural the previous year. Rental revenue in the fourth quarter, how- machines were launched in Italy and Russia. The agricultural ever, is traditionally higher than in the third quarter as contrac- sector’s share of group revenue came to 12.4 percent in the tors usually hire additional equipment to get jobs done before year under review (previous year: 13.6 percent). the onset of winter. In 2010, it was 4 percent higher. Hiring equipment is not only an attractive option in times of economic decline. It is also a valid alternative in times of growth as it Services gives customers additional flexibility. Rented machines also provide a reliable basis for calculating costs, making rental a The services business segment encompasses our after-market useful supplement to purchasing. The number of daily rentals (repair and maintenance) and rental (Central and Eastern continued to outweigh numbers of monthly or longer-term Europe) business fields, each covering both light and compact rentals. Our sales and service stations responded with great equipment. flexibility to customer requirements, quickly making rental equipment available wherever it was needed. The services business segment remained stable during the crisis. From this solid level, revenue before discounts rose a further 5 percent to EUR 192.4 million in 2010 (previous year: VIII. Other factors that impacted on results EUR 183.3 million) and thus accounted for 25.2 percent of total revenue (previous year: 30.4 percent). Research and development Service offering resounds well with customers Revenue before discounts in the after-market business field (which covers the traditional repair and spare parts business) was up 7.9 percent to EUR 129.4 million (previous year: EUR 119.9 million). A price increase of around 3.0 percent for spare parts during the second quarter plus the favorable JJ Launch of new products and product variants JJ Numerous new patent applications JJ Construction of new R&D center in Munich progressing according to plan response from customers to our extensive service offering had a positive impact here. Our strategy for the traditional repair Our research and development (R&D) activities are geared and spare parts business also yielded results in 2010. In coun- towards the needs of the market and our customers, also tries with direct sales channels, we implemented measures to taking regional dynamics into account. New product develop- reduce the turnaround times on repairs, improved our equip- ments are inspired by customer needs. We always implement ment pickup and drop-off service from and to construction existing and new legal regulations, particularly measures sites and intensified training for our service staff. We were able aimed at protecting users and the environment. to hold our own against independent workshops and construction machinery dealers. The Group’s R&D departments are responsible for the development of new products and ongoing evolution of existing Rental business less prone to cyclical variations but dependent on the weather models. We develop products at the following locations: light We started expanding our rental activities in Central and Milwaukee (USA), Norton Shores (USA) and Manila (Philip- Eastern Europe back in the crisis year of 2009. The business pines); compact equipment under the Weidemann brand is reached an all-time high back then as many customers saw developed at the Weidemann GmbH headquarters in Diemel- rental as a better alternative to purchase at a time of major see-Flechtdorf (Germany), while compact products under the equipment products are developed in Munich (Germany), Other factors that impacted on results the production plants in Pfullendorf (Germany) and Linz (Aus- VDS system receives several product innovation awards tria). Development and research work is coordinated at Group In September of last year, the “State Innovation Award 2010” level in order to synchronize activities at local level. was presented to the most innovative companies in the Kramer Allrad and Wacker Neuson brands are developed at 71 digging system (VDS) was awarded second place in the large ing our pioneering position in product safety, operator safety enterprise category. Wacker Neuson was also was awarded and environmental protection. Research, development and the French EDGE innovation prize for VDS in the category innovation are playing an increasingly central role, for example, “Construction and Maintenance of Green Spaces” in the in ensuring compliance with climate protection targets. Our mini excavator segment from zero to five tons. The prize was activities here have a particularly high priority at Wacker awarded at Saint-Chéron, near Paris. VDS is a hydraulic tilt Neuson as we intend to maintain our high standards in the mechanism that keeps the bucket in a vertical position even on delivery of environmentally sound, safe products as we move uneven ground, saving customers both time and money, and at forward. Which is why, in addition to developing new products, the same time increasing operator ergonomics. This technol- we will continue to focus our R&D efforts on compliance with ogy gives us a clear competitive advantage. more stringent environmental regulations governing combustion engine emissions. For further information on new exhaust Design has long been a key aspect of Wacker Neuson’s com- emissions regulations, please refer to the “General legal frame- pact equipment products. The iF Design Award is the world’s work” section. most renowned product design prize. 2011 iF Design Awards p. 48 went to the Wacker Neuson 14504 compact excavator, the The R&D payroll mainly consists of mechanical and electronics new joystick concept for compact excavators, the 2506 tele- engineers, technical engineers, technical drawers and other scopic handler from Kramer and Weidemann’s T4512 compact skilled workers. In 2010, we concentrated on skill building telescopic handler. The award is an international seal of ap- among these employees with a series of project management proval for outstanding design quality and customer value. The and engineering design seminars, flanked by external courses. machines were rated on numerous features including compact dimensions, maneuverability and innovative design combining 2010 was another year of new developments and numerous maximum payload with easy access to narrow, low-headspace product launches. We developed various basic models for the areas. Other highlights included an engine hood design that global market, creating numerous modular variants of these gives the operator maximum visibility from the cab. models to meet country-specific requirements. We launched 78 new products and product variants in the light equipment New peak performance from light equipment segment worldwide (previous year: 44), thus further consoli- Much of our light equipment is subject to particularly high dating our technology lead in this R&D-intensive area. On the stresses. R&D activities for these products focus on ensur- compact equipment side, the Group launched 28 new innova- ing high-quality, robust design, shorter downtimes and longer tions (previous year: 25). maintenance intervals. Our aim here is to keep lifecycle costs as low as possible while ensuring highest productivity levels Our new and enhanced products combine greater cost for our customers. The new BTS 630 and BTS 635 cut-off efficiencies in deployment with the same high standards of saws, for example, were developed in line with these principles quality. In April 2010, we presented our largest range of new in 2010 and launched in January 2011. The machines are fitted products to date at bauma, the world’s largest construction with a new air filter system that makes them extremely produc- equipment trade fair, in Munich. The world’s largest vibra- tive. We also improved the compaction performance of our tory plate, Wacker Neuson’s DPU 130, was nominated for the successful range of medium-weight vibratory plates by around bauma design innovation award. The DF 16 rebar tier was 25 percent and launched the EH 25, the world’s first electric awarded the Euro-Test prize for its outstanding contribution to breaker delivering 70 joules of single-stroke energy. user ergonomics. Combined Management Report Austrian state of Upper Austria. Wacker Neuson’s vertical In 2010, our development was aimed in particular at extend- 72 Wacker Neuson SE | Annual Report 2010 Innovation is the key to expanding our market shares world- Production and logistics wide. Wacker Neuson regards research and development as crucial growth drivers and core elements of the Group’s overall success. During the period under review, around 49 percent of revenue in the light equipment segment was generated by products that were launched within the last five years (previous JJ Rising demand improves capacity utilization JJ Flexible work arrangements as business picks up JJ Logistics processes streamlined year: 25 percent). “Newcomers” to the compact equipment offering accounted for around 60 percent of segment revenue We manufacture light equipment at Reichertshofen (Germany), (previous year: 60 percent). Milwaukee, Norton Shores (both US) and Manila (Philippines). Our focus factory concept guarantees optimum efficiency by R&D expenses amounted to EUR 22.3 million (previous year: ensuring that each product group is manufactured at just one EUR 20.5 million). The R&D margin (share of total revenue) thus site. Not only do focus factories ensure the largest possible fell to 2.9 percent (previous year: 3.4 percent). During the pe- batch sizes, correspondingly low costs and rapid availability riod under review, we also capitalized expenses in the amount of products, they also provide a certain degree of natural of EUR 4.1 million (previous year: EUR 4.5 million). currency hedging through cross-deliveries between regional logistics centers. Over the last fiscal year, we filed a total of 47 new patents and utility models (previous year: 31 trademark rights). 45 patents Compact equipment factories are located in Linz (Austria), and utility models were granted (previous year: 74 trade- Pfullendorf and Korbach (both Germany). We have expanded mark rights). In total, we own 595 patents and utility models and upgraded production capacity in Pfullendorf (Kramer worldwide. Allrad) and Korbach (Weidemann) in recent years, equipping our facilities here with cutting-edge technologies. To successfully utilize third-party development know-how, we rely on the strengths of individual OEM (original equip- Supply bottlenecks extend delivery windows ment manufacturer) partnerships or develop forward-looking Our customers expect short order turnarounds and on-time solutions in specific areas with our system suppliers. We only deliveries and are accustomed to this with Wacker Neuson. procure third-party services in exceptional cases. This entailed In a growth phase, however, it is to be expected that some expenses of less than EUR 0.26 million in the light equipment suppliers will have problems meeting deliveries if they signifi- segment during the year under review (previous year: EUR 0.25 cantly scaled back their own capacity prior to the upswing. million). In addition, we cooperate with national and interna- As a precautionary measure, we started to increase inventory tional universities and research institutes. This gives us access levels back in fall 2009. We proceeded with caution though. to the latest scientific insights. If demand had stayed low over a longer period, or worsened, high inventory levels would have tied up an unnecessarily large We also continued expanding our test department in Munich, amount of capital. equipping it with cutting-edge measurement and test stations. This department is set to move into the new R&D center When business picked up faster than expected in 2010, delays for light equipment in Munich during the first half of 2011. The on the part of our suppliers were so severe that they prevented state-of-the-art R&D center will play a pivotal role in maintain- us from completing and delivering our compact equipment ing our dynamic pace of innovation and the high quality of our orders on time, and our plants were faced with additional pro- light equipment into the future. In total, the Group plans to duction and handling costs. Manufacturers across our industry invest around EUR 43 million in the new R&D center and the were facing similar issues. Parts such as steering columns and neighboring Group headquarters. The majority of this con- hydraulic components for wheel loaders were delivered late struction work was carried out over the last two years. across the board. The delivery timeframe for a number of product groups in our light equipment offering, which thanks to a high degree of vertical integration is less dependent on supplier markets, remained between 24 and 48 hours in 2010. Other product groups were delayed by up to four weeks. Delivery windows Other factors that impacted on results for compact equipment products were exceptionally long, up the logistics centers – complemented by the high flexibility of to five months in spring. Similar to the automotive industry, we our production facilities. Attention focused on improving parts rely on premanufactured parts that involve their own complex and product availability in 2010. 73 supply chains before they get to us. At the close of the year, average delivery times were down to just four months. We continue to maintain regular contact with our business partners Sustainability and quality Improved capacity utilization at all plants The upswing in demand improved capacity utilization at all of our production facilities. The Group initially managed its JJ Increased awareness surrounding sustainability JJ Focus on ergonomics and safety JJ Certified quality management system increased production needs via flexitime accounts and by reducing short-time work programs. We then terminated short- As an international player, Wacker Neuson takes its responsi- time work schemes at all facilities in Germany and Austria in bility to society and the environment very seriously. Our main May 2010. In the US, where there are no such comparable legal focus is on sustainable growth rather than short-term gains. options, we started to increase headcount again from spring Environmental protection is a key issue with every new product 2010 on. We also adjusted staff capacity slightly in Europe we develop and facility we invest in. Our designers and pro- during the period under review in response to rising order duction and facility planners face the challenge of creating the intake but are otherwise focusing on using existing flexitime optimum balance between product quality, faster, more cost- options during the upturn. At the start of 2011, utilization of pro- effective production, energy efficiency, environmental protec- duction capacity at our facilities had returned overall to 2008 tion and health and safety. Over the past year, we implemented levels based on the current staff structure. In previous years, various measures to raise environmental protection levels and we had ramped up production capacity in preparation for rising to protect the health of our employees. demand. We are therefore currently manufacturing below full capacity and are ideally equipped for the coming years. Committed to the environment In recent years, Wacker Neuson has progressively raised aware- Ongoing improvements to production and logistics processes ness in the company surrounding the importance of sustain- We have also implemented a variety of measures to streamline important issue in product development. We choose environ- production processes and make them more customer-centric. mentally friendly materials wherever possible and factor end- In addition to investing in a powerful machinery pool, we reor- of-life recycling into the design of our machines and equipment. ability in our business dealings. Sustainability is a particularly ganized production structures, material flows and intralogistics across the Group. As a manufacturer of light and compact equipment, we are subject to a wide range of national and international regula- With the exception of our plant in Linz, Austria, which is leased, tions aimed at protecting users and the environment. We all production facilities are in company ownership. In order to comply with emissions control, water and soil laws as well as meet the ongoing rise in demand for compact equipment such guidelines governing exhaust emissions. as excavators, skid steer loaders and dumpers, we have started construction on a new production facility in Hörsching, near User safety, however, is always a top priority. Product ergo- Linz, which will be owned by the company. We will be relocating nomics and the reduction of noise and vibration-induced production operations to this new site in the first half of 2012. impact for users are just some of the areas we focus on here. Our ultimate objective is to deliver products that go above and Smooth logistics beyond legal regulations. The Wacker Neuson Group logistics centers for new light equipment, spare parts and attachments are located in Karls- Our products are designed for durability and low maintenance feld (Germany), Germantown (Milwaukee, US) and Hong Kong – despite being typically deployed under harsh conditions. We (China). Spare parts logistics for the Korbach compact equip- strive to reduce environmental impact by using appropriate ment plant is integrated in the Karlsfeld logistics center. The materials and ensuring low exhaust emissions. This reflects our Group has an efficient logistics planning system in place within commitment to both customers and the environment. Combined Management Report and suppliers to jointly develop forward-looking solutions. 74 Wacker Neuson SE | Annual Report 2010 Energy balance – improved climate protection and greater conservation of resources Recycling and reuse have priority over disposal at all times. We regularly arrange audits to identify areas within our compa- hazardous waste. Paint, grinding and oil sludge are collected ny offering scope for energy efficiency gains. Improving energy separately from production processes to be filtered and management features on our light and compact equipment reused, where possible, or appropriately disposed of. In May (which means users are releasing less CO2), managing energy 2010, we rolled out a uniform, electronic management system more efficiently in our buildings and our fleet and reducing at our German sites to ensure standardized disposal of all heat, electricity and fuel consumption all help to permanently hazardous waste at these facilities. The information on waste reduce CO2 emissions. The need to reduce CO2 emissions treatment can then be processed and evaluated efficiently. In from our products is an integral part of our product philosophy. this way, we are gradually raising sustainability levels across In the coming years, we will be raising our game here further the entire company. We use Europe-wide standardized waste codes to categorize by complying with new exhaust emissions regulations for compact equipment. Injury and accident prevention We regularly held safety briefs and occupational safety training Implementing the latest sustainable production techniques courses for employees to minimize the risk of accidents and In the production of our equipment, we use lighter, higher- ing procedures, training sessions for safety officers and spe- grade steel wherever appropriate in order to reduce machine cial courses for specific machines. Where necessary, we also weight. This lightweight design can help reduce fuel consump- carry out regular supplementary audits for specific processes tion and, by extension, CO2 emissions. to assess whether the workplace is safe, tidy and clean. During injury. These included seminars on correct loading and secur- the period under review, we improved workplace ergonomics The new plants we constructed in the past three years in overall. Korbach, Pfullendorf (both Germany), Manila (Philippines) and Norton Shores (US) have all been designed with optimized Responsibility beyond company walls building management systems. Pfullendorf takes the lead here, Our company and general approach to business epitomize the with highlights including solar panels to heat running water, values typical of mid-sized, family-owned enterprises, focused waste water treatment, rainwater recycling, heat recovery, on sustainable and profitable growth. Our corporate culture structural HVAC, and intelligent lighting that adapts indoor hall enables us to create a decentralized organization that reacts lighting to natural fluctuations in daylight. with greater speed and less bureaucracy to customer needs. A special coating on our machines protects them against the We engaged in a variety of voluntary initiatives to the benefit of elements and rust. Special, high-quality powder coating is in our employees. Wacker Neuson is a family business in the tru- use at our Korbach and Reichertshofen production facilities. est sense of the word. We remained committed to looking after Eco-friendly, water-based coatings ensure a high-quality finish our employees in 2010. The Curt Wacker Memorial Founda- on certain machine parts from Reichertshofen and Pfullendorf. tion, for example, helps individual employees in hardship. Our In 2010, we also investigated our other production locations to Hermann Wacker Innovation Award is presented each year in see how we could improve our environmental performance at acknowledgement of excellent creative and, above all, techni- those plants. cal employee achievements that deliver lasting benefit to the company. Please refer to the “Human resources” section for Since January 2009, we have been sourcing environmentally further information. friendly electricity for three of our sites. Quality management system confirmed by audit Careful handling of environmentally hazardous waste Long service life and high reliability, ease of operation and Our employees across the globe are highly sensitive to the repair, low operating costs and compliance with the highest dangers of hazardous waste. Corresponding regulations are safety standards are key benchmarks of our product qual- embedded in company guidelines such as the quality manage- ity. To ensure we always meet our own high standards, our ment guideline. commitment to quality is hardwired throughout the entire organization and we are continuously on the lookout for areas of improvement. In 2010, we further optimized our Group-wide Other factors that impacted on results quality management system. A significant share of our 2010 segment as prices for diesel engines and hydraulic compo- investment funds, for example, was used to purchase state- nents rose. This led us to raise our prices for light and compact of-the-art, dedicated measurement technology to enable us to equipment by 3 to 4 percent at the start of 2011. 75 meet the exacting demands we place on our existing portfolio and new products. Lead buyer concept optimizes procurement prices cept at our compact equipment production locations in Linz ment system are documented and certified to DIN EN ISO (Austria), Pfullendorf and Korbach (both Germany). Consolidat- 9001. Our quality management system covers our compact ing the procurement of identical or similar parts in this way has and light equipment business segments, our Group head- enabled us to negotiate more attractive purchasing terms. quarters in Munich, our production plants in Reichertshofen, Pfullendorf (both Germany), Linz (Austria), Norton Shores and Our affiliate in Serbia supplies some ready-made steel com- Milwaukee (both USA), our logistics center in Karlsfeld (Ger- ponents to our compact production facilities, thus optimizing many) and all sales regions in Germany. In 2010, an external workflows in the production plants and reducing dependency audit reconfirmed that our quality management system is com- on suppliers. prehensive and effective. Under the umbrella of this system, for example, quality indicators are reported on a monthly basis for Globalization is still the predominant trend in procurement. the products from all locations based on the German, US and Choosing the right procurement markets is becoming an Canadian markets. These are used to improve quality by iden- increasingly important factor to secure the Group’s competitive tifying scope for improvement. Quality management officers position. We have therefore established procurement offices continuously monitor the implementation of this system. across the globe, for example in Shanghai. Our aim here is to focus on promising key suppliers and incorporate them at an early stage into our development and production processes. Purchasing We will continue to align our procurement, production and JJ Increase in raw material and premanufactured part logistics processes more closely in the future in order to prices optimize the entire supply chain and minimize dependency on JJ Closer ties with suppliers JJ Lead buyer concept successfully established individual suppliers. For further information on the impact of supplier bottlenecks in the year under review, please refer to the “Production” section. Within the cost of sales, the cost of materials and third-party services constitute the largest cost factors for the Group. Reacting to price fluctuations in procurement markets To manufacture its products, Wacker Neuson requires various components and raw materials – particularly steel, aluminum Human resources JJ New hires due to rising demand JJ HR marketing intensified JJ Training for young people actively supported and copper. We also require structural steel components and precast parts as well as hydraulic and chassis components. To Wacker Neuson Group employees play a key role in the com- meet projected future demands, Wacker Neuson concluded pany’s successful growth and performance. Identifying and flexible agreements for raw materials with its main suppliers in promoting our employees’ skills and expertise is therefore a recent years. cornerstone of our HR strategy. Fairness, respect and trust are the core principles that define how we cooperate and interact The healthy economic climate raised prices for raw materials, especially for steel and steel components. However, long-term contracts for materials subject to variations in annual demand ensured fair pricing for Wacker Neuson. Currency fluctuations between the euro and yen were felt in the compact equipment with each other across the group. Combined Management Report For some time now, we have been operating a lead buyer conThe processes and indicators covered by our quality manage- 76 Wacker Neuson SE | Annual Report 2010 Employees by sector Age structure in % number of employees in % Production 33.5 15 – 20 4.2 Sales and Service 47.2 21– 30 19.4 Administration 11.0 31– 40 23.3 8.3 41– 50 28.2 51– 60 20.7 above 60 4.1 Other Manpower capacity up slightly due to order situation In 2009, we implemented a range measures to reduce staff capacity by over 20 percent (flexible work accounts, flexi- HR marketing and talent development intensified time, reduction of temporary staff, short-time work schemes Qualified professional training gives young people a good and and headcount reductions). In 2010, the upswing in business motivating start in the working world. In 2010, we provided enabled us to cancel all of these measures in the first half of intensive training for 118 young people at our production the year. At the close of 2009, around 15 percent of our em- sites in industrial or business posts or within the framework ployees were still involved in short-time work schemes. By the of practical training programs flanked by studies at techni- end of April 2010, we were able to discontinue short-time work cal or vocational colleges (previous year: 146). Our training entirely due to the higher utilization of production capacity. In philosophy centers on providing experience in a wide range some areas of the company, for example in Austria and the US, of disciplines, assigning individual areas of responsibility and we even increased headcount to support our growth strategy. ensuring intensive, one-to-one trainee support. The student training quota for the Wacker Neuson Group over the last fiscal At December 31, 2010, the Group employed a total of 3,142 year was 4.8 percent worldwide (previous year: 6.1 percent). As people, a 2.7 percent increase on the previous year’s figure of in the previous year, 45 trainees completed their training, with 3,059. These figures are calculated by converting the number 31 of these offered positions in the company (previous year: of people working for the company into full-time jobs. They do 28), a takeup rate of 68.9 percent (previous year: 62 percent). not include temporary staff. In Manila, we continued to provide training in collaboration with the Don Bosco institute. Here we trained 7 young people from Within the Wacker Neuson Group, 2,379 – or 75.7 percent – of all low-income families along the same lines as the German dual employees were based in Europe at the balance sheet date (pre- training system (previous year: 19 young people). vious year: 2,361). 573 were employed in the Americas region (previous year: 513) and 190 in the Asia region (previous year: We were able to hire and systematically support qualified grad- 185). In Germany, headcount came to 1,505 at the close of 2010 uates by attending renowned career fairs. In order to attract (previous year: 1,533), and the number employed in the US was talent to our company, we intend to focus more on recruiting 496 at the end of the year (previous year: 442). Personnel costs networks and establishing links with further technical colleges totaled EUR 183.1 million (previous year: EUR 170.5 million). and universities. Headcount by region Training and voluntary benefits as a % (previous year) The Wacker Neuson Group has always placed great importance on ongoing employee development and continues to do so. In 75.7 Europe (77.2) 18.2 Americas (16.8) 6.0 Asia (6.0) 2010, technology, IT systems, SAP applications and languages were core subjects of our internal training curriculum. The Wacker Neuson Academy ran a total of 273 courses during the year under review (previous year: 129). Around 3,341 employees from our company and increasingly from our customers completed these courses (previous year: 1,780). Total staff development expenditure from our most important Group companies (around 72 percent of all employees) came to around EUR 0.66 million in 2010 (previous year: EUR 0.43 million). Other factors that impacted on results 77 Number of employees (Group)1 as of December 31 2010 2009 2008 20072 2006 20053 3,142 3,059 3,665 3,659 2,837 2,630 By number of full-time jobs. Through the merger with Neuson Kramer. 3 Through Weidemann acquisition. 1 2 Dec. 31, 2010 Dec. 31, 2009 JJ Successful presence at trade fairs Part-time employees as a % 3.5 3.31 JJ Sales structures adapted to country-specific market Number of trainees 118 146 Quota of trainees as a % 4.7 6.05 appr. 660,000 appr. 430,000 Expenses for personnel development in € Average age in years Number of men (proportion as a %) 41.1 40.76 2,084 (83.4) 2,005 (83.02) 414 (16.6) 410 (16.98) 12.05 12.13 Number of women (proportion as a %) Number of years with the company Fluctuation as a % Sickness rate as a % 8.5 21.282 2.65 2.81 Figures only based on 72 percent of total workforce (previous year: 75 percent). 2 Influenced by the market crisis as terminations for operational reasons are included. 1 structures JJ Successful marketing of compact equipment via existing sales network Success at world’s largest construction machine trade fair, bauma 2010, and other industry exhibitions The Wacker Neuson Group presented its portfolio at bauma 2010, the world’s largest construction machine trade fair held in April 2010 in Munich. Our portfolio of high-quality, innovative Wacker Neuson and Kramer Allrad products was extremely well received. We put the spotlight firmly on innovations that are already in series production and not just prototypes due for launch in the distant future. This had a positive impact on sales during the event. The number of contracts concluded this year was up significantly on figures for the last bauma in We again offered our employees in Germany numerous volun- 2007, which was a boom year. Our direct sales team won over tary benefits in 2010, including an employer-funded company 25 percent more deals. This figure does not include the results pension plan. Depending on the location, we also supported achieved by our dealers. employees across the Group with grants and healthcare initiatives. Wacker Neuson also showcased its broad product portfolio at the Galabau trade fair in Nuremberg, Germany, at the end of General collective wage negotiations did not take place in September. Galabau is the largest gardening and landscaping Germany in 2010. trade fair for German-speaking countries and proved a great success for the company. Order intake in 2010 was up an At Wacker Neuson, all employees – management included – impressive 70 percent on the last Galabau in 2008. see change as an opportunity. The ability to embrace change will allow us to continuously evolve and prosper in the future. The company also exhibited and demonstrated products at Continuous process optimization and structural evalua- smaller yet equally successful trade fairs in the UK, France, tion are an integral part of our organizational development Germany and the US. Events of this kind are crucial for the process. Group as they enable visitors to discover the quality of our products first-hand. All of our trade fairs were a resounding success, drawing a steady stream of visitors and sparking very promising discussions with our customers. Combined Management Report Sales, customers and marketing Human resources figures1 78 Wacker Neuson SE | Annual Report 2010 Brand structure LIGHT EQUIPMENT COMPACT EQUIPMENT Brands Produced for Markets/ target groups Construction, gardening and landscaping, municipal bodies, recycling, industrial sector Agriculture Weidemann GmbH exhibited its products at numerous agri- on Wacker Neuson products to dealer websites in real time, cultural trade fairs in Europe, including Eurotier 2010, one of the service improves communication with dealers and their Europe’s largest agricultural trade fairs. The Weidemann brand customers, creating an effective sales interface. showcased its new corporate design and logo, which reflects the company’s ties to the Wacker Neuson Group. Our customer base in 2010 again comprised construction companies (public and private enterprises), gardening and Expansion of global sales network landscaping firms, municipal bodies, companies from the We are aligning our sales structures with local market dynam- industrial and agricultural sectors, professional rental firms ics. We have three distribution models: a direct sales chan- and specialist dealers. We generated around 15 percent of nel to end customers and rental companies; a global dealer worldwide revenue during the past fiscal year with our ten network; and a combination of both. In Europe, we mainly largest accounts (previous year: 13 percent). The construction distribute directly to end customers, major accounts and sales companies and specialist dealers we dealt with were mainly partners. Weidemann agricultural products are sold mainly smaller businesses. According to our own estimates, almost in Europe via special dealer networks. We distribute Kramer three quarters of these firms have a headcount of less than ten. Allrad products only in Europe. In the US, the Group distributes ers. In Asia, we distribute to smaller construction companies, Individualized solutions and customer-centric strategy dealers and rental firms. During the period under review, our sales and service teams Wacker Neuson products exclusively to rental firms and deal- focused on customer acquisition, promotional measures and During the period under review, we continued to expand attractive financing models via external service providers (of- national sales channels in countries such as France, Poland, fering zero-percent financing, for example). We also offered our Australia, South Africa, Russia and China. We are making customers individualized sales and service solutions tailored particularly good headway with the distribution of our com- to their needs and held various seminars in our Reichertshofen pact equipment offering in the US, which is a key market for training center. These were targeted at the company’s sales the Group. Here we are extending our existing network of and service teams as well as at customers looking for infor- dedicated dealers who exclusively distribute a selected range mation on how to put our products and services to the best of light and compact equipment from the Wacker Neuson possible use and maximize process efficiencies. The company brand. To provide the best possible support for dealers in the also held a number of training courses in Spain, France, Italy, US, we launched a new online service in 2010 through our Poland, Australia and the US for customers and employees as affiliate Wacker Neuson Corporation. By feeding information part of its sales support concept for compact equipment. Risk report IX. Risk report 79 company and described in detail in this report do not provide an absolute guarantee or warranty that all risks are always correctly identified and recorded in full and in good time. Risk reporting requires that the company also outline its risk management system within the Group Management Report. Furthermore, the key steps involved in the internal control Risk categorization Risk class Risk exposure1 To be monitored EUR 50,000 to 125,000 Major EUR 125,000 and more 1 Risk exposure = (probability/100) x impact system and the risk management system in relation to the (consolidated) accounting process must be described in detail Our risk reporting system lists and describes each individual pursuant to Section 315 (2) No. 5 and Section 289 (5) of HGB. risk identified in our lines of business. We examine the risks Since the internal control system is an integral part of the over- every quarter and add newly identified risks if necessary. all risk management system, the Executive Board has decided To this end, the controlling department consults the depart- to present both together. These disclosures are explained in ments at Group headquarters and at the affiliates. Following more detail – also in relation to the accounting process – as completeness and plausibility checks, the data gathered is a precautionary measure pursuant to Section 175 (2) AktG as aggregated. amended by the German accounting law reform act (Bilanzrechtsmodernisierungsgesetz) although this regulation has The Group’s comprehensive risk management system also since been overturned. includes systematic financial risk management. We have defined Group guidelines and policies for certain activi- General ties such as dealing with foreign currency risks, interest rate The Group-wide risk management system serves as an early- risks and credit risks, the use of derivative and other financial warning safety net that identifies, assesses and appropriately instruments and the use of liquidity surpluses. We assess the communicates risks and enables the Group to implement cor- risks using both quantitative and qualitative methods that are responding counteractive measures in good time. This calls for uniform throughout the Group, allowing comparison across the the reliable identification, evaluation and monitoring of all risks various business units. The risks are evaluated according to that may prevent this goal from being achieved. In fiscal 2010, probability of occurrence and potential damages. the Wacker Neuson Group continued to implement its risk management system as a key steering tool for business deci- Risk probability sions and processes. This system includes planning for each Category of the core business segments, comprehensive Group reports Low on all affiliates (which are regularly analyzed, discussed, evaluated and submitted to all decision-makers), process definitions for all business segments and Group auditing. Medium Risk probability as a % 0 to 5 5 to 20 High 20 to 50 Very high 50 to 99 The risk management handbook outlines the Group’s goals, management system. It also assigns roles and responsibility Key features of our internal control and risk management systems in relation to accounting plus related disclosures for identifying, analyzing, monitoring and communicating risks. According to the law outlining modernization of German This allows us to derive suitable measures to actively counter- accounting rules, the internal control system covers the basic act known risks. Every risk management system has certain principles, processes and measures required to ensure effec- limitations, however. The Group makes every effort to rule tive, cost-efficient, due and proper performance of accounting out incorrectly applied control mechanisms or similar vulner- processes in compliance with the relevant legal guidelines. In abilities. As such, the internal control systems deployed in our this context, this also includes the internal auditing system, to its risk policy in terms of defining, assessing and quantifying potential risks, and the nature and procedures of the risk Combined Management Report Presentation of the internal control and risk management system including information in accordance with Section 315 (2) No. 5 and Section 289 (5) HGB plus an explanatory report by the Executive Board 80 Wacker Neuson SE | Annual Report 2010 the extent that it relates to accounting. As part of the internal In relation to accounting, the aim of our internal control and risk control system, the risk management system – similar to the management system is to ensure that all company dealings auditing system – draws on appropriate control and monitor- and circumstances are disclosed, calculated and evaluated ing processes for accounting. This refers in particular to items correctly on the balance sheet, and correctly incorporated on the balance sheet recognizing the company’s risk hedging in the accounting system. This enables the Group to at least positions (evaluation units). identify and – by and large –prevent accounting errors. The Wacker Neuson Group’s internal control and risk manage- Efficient accounting procedures are built on a framework ment system in relation to accounting can be described as comprising suitably qualified employees, appropriate tools, follows: dedicated software, a clearly defined management, control JJ JJ JJ JJ The individuals/units responsible for accounting are clearly and monitoring structure plus internal regulations and guide- defined at company and Group level. Responsibility has lines. Clearly defined areas of responsibility plus a range of been vested in the accounting, controlling, auditing and controls and checks as described in detail above (in particular treasury departments. Ultimate responsibility lies with the second sign-off and plausibility checks) ensure that our ac- Executive Board. Within accounting, we clearly differentiate counting processes are executed correctly and with due care between booking and auditing financial data. and attention. Employees involved in accounting are qualified to the highest standards. This framework ensures that business transactions are cap- We have suitable systems and processes in place for plan- tured, processed and documented in the accounting systems ning, reporting and controlling as well as for risk manage- of the company and Group in compliance with other statutory ment and deploy these across the Group. Reports due on regulations, international accounting standards, the Articles of a quarterly or monthly basis, including in accounting, en- Incorporation and internal company guidelines, and that these able the Group to respond quickly to unexpected negative figures are rapidly and correctly recognized in the balance developments. sheet. Our risk management strategy enables us to identify Procedural guidelines, such as the Group-wide accounting risks at an early stage, respond appropriately and communi- manual, rating guide and list of processes subject to second cate them in a timely manner. At the same time, it ensures that sign-off, are documented in writing and accessible at all assets and liabilities are correctly evaluated and disclosed times to all Group employees. These guidelines guarantee in the Annual and Consolidated Financial Statements. This uniform handling of specific scenarios throughout the entire provides our stakeholders with reliable, meaningful and timely Group. We update them as required and align them with information. new circumstances and requirements. JJ Proven standard software supports accounting functions, and all systems deployed are secured against unauthorized Risks access from third parties. JJ Line managers double-check sample bookings. Similarly, As of December 31, 2010, the company identified the following electronic checks are regularly activated and plausibility significant risks to the Wacker Neuson Group that could have a checks carried out. Effective controls (including second negative impact on business development: sign-off and analytical checks) are in place for all account- auditing. Environment and industry risks (risks related to the overall economic situation, the industry, locations and countries as well as other sales risks) Various internal bodies, such as the auditing department At 49 percent, environment and industry risks account for the or the auditing committee of the Supervisory Board, review largest share of overall risks (previous year: 32.2 percent). ing processes (payment runs, for example). JJ JJ Accounting processes are also regularly checked by internal and rate the effectiveness of the internal control and risk management system in relation to accounting processes. The Wacker Neuson Group is dependent on the general economic climate and international construction industry trends. Risk report The affiliates Weidemann GmbH and – to a lesser extent – The Wacker Neuson Group faces tough international compe- Kramer-Werke GmbH and Wacker Neuson Linz GmbH are tition. However, we are maintaining the price strategy accepted dependent on developments in the agricultural industry. by our customers. We are countering the potential risk of los- 81 ing market share here by offering attractive financing solutions, The US property and subprime crises were precursors to the for example, and strengthening our spare parts and service recession in the real economy in 2009, which had a severe offerings. kets – the effects of which are still being felt in 2011. A repeat If individual distribution partners do not sell the expected vol- downturn in the US economy could squeeze demand for the umes of our products, there is a risk that our company might Group’s products and services. The weak development of key not be able to achieve revenue and profit targets. Wacker early indicators for construction activity in the US, for instance, Neuson is constantly expanding its dealer network. Our strat- could still trigger significant price adjustments. The US prop- egy depends on dealers offering the full product portfolio for erty market must stabilize, however, in order for the American both the construction and agricultural industries. There is a risk construction industry to recover in the long-term and not trig- that certain dealers may elect to only offer part of our portfolio ger another recession. As a result, there is a fundamental risk and that dealers in the existing network may switch to com- that our core markets in the US and Europe could be again hit petitor products. We are countering this by maintaining close by a downturn in the construction industry. contact with our sales partners and addressing their individual needs with attractive offers. The large number of state investments in infrastructure projects has helped stabilize the sector. When these investment The company has also identified a risk inherent in variations in programs come to an end in our core markets in the US and customer and supplier structures from one country to another. Europe, the number of publicly financed construction projects Within an individual country, the loss of a major customer (due may fall. Construction investments in some EU countries may to insolvency or market consolidation, for instance) can have a also be delayed due to high national debt in these countries. serious impact on demand for products and services from the Both scenarios would curb demand for Wacker Neuson Group affiliate concerned. We are countering this risk by proactively products and services. We are countering this risk by adopting maintaining strong customer relationships and flexible collabo- proactive go-to-market strategies and diversifying target mar- ration concepts. kets in various industries. We are also launching new products – above all compact equipment – and expanding the Wacker Demand on the international market is becoming increas- Neuson dealer network. ingly concentrated due to mergers among our customer base. Customer takeovers by financial investors are also possible The German, Austrian and Swiss markets account for a size- here. This type of development can have a positive or negative able chunk of our consolidated earnings. Unfavorable market impact on our unit sales and revenue, neither of which can be trends in these three countries would have a disproportion- predicted at this stage The Wacker Neuson Group is counter- ately strong impact on Group earnings. We are countering ing this risk through closer customer communication and by this risk with proactive, flexible go-to-market strategies continuing to build its brands. through our direct sales channels in Germany, Austria and Switzerland. Performance-related risks (risks associated with procurement, production and R&D) The Wacker Neuson Group is also affected by seasonal At around 29 percent, performance-related risks account fluctuations. Sales may therefore fluctuate during the year. for the second largest share of total risk (previous year: 9.9 percent). The international nature of our business means our company is exposed to a large variety of political, economic and other The Group requires components and raw materials to manu- risks. facture its products – particularly steel, aluminum and copper. Our production uses structural steel components, precast Combined Management Report negative impact on the construction and agricultural mar- 82 Wacker Neuson SE | Annual Report 2010 ity to such an extent that they had difficulty meeting orders Strategic business risks (risks arising from business decisions, investments, entering new markets, launching new products and acquiring and integrating new companies) during the upswing. Supply bottlenecks can lead to delays in We are continuing to expand our compact equipment seg- our shipments and may also result in increased prices. There is ment as well as our sales and service network in line with our a continued risk that suppliers may not be able to keep up with long-term strategy. This involves investments, which may not demand or could run into financing difficulties, although this necessarily be recouped. Unforeseeable risks can also arise risk has now fallen significantly. The company is countering within individual projects and delay execution. We are counter- this risk by maintaining close contact with our suppliers and ing these risks by adapting our execution strategy to current ensuring they are more involved in planning. We are also draw- market dynamics, carefully examining all planned investments ing up special standard agreements and developing new col- and possible imminent risks, pursuing a lean project manage- laboration strategies. To secure delivery capabilities, Wacker ment policy and maintaining a high equity ratio. parts, as well as hydraulic and chassis components containing varying amounts of crude steel. Due to the economic recession in fiscal 2009, many suppliers cut back their production capac- Neuson is increasing inventory where necessary. The company is also exposed to risks in connection with its Increases in the price of raw materials, in particular for steel ongoing international expansion activities. We are establish- but also for other components, caused by current demand and ing our compact equipment offering in Europe, the Americas exchange rate fluctuations can push up cost of sales for the and, in the medium term, Asia. We have identified customer Wacker Neuson Group. The company is countering this risk demand here. However, if our medium- to long-term expan- through longer-term contracts and more flexible procurement sion plans do not pan out as anticipated, or if we are unable to strategies. We are maintaining regular contact with our busi- harmonize national sales channels due, for example, to lower ness partners and suppliers to jointly develop forward-looking than anticipated demand for our products in certain countries, solutions. Passing on price increases to a reasonable degree is there is still a risk that we might have to change or downscale generally accepted as standard practice by the market. our long-term growth strategies. We are countering this risk by regularly evaluating the success of our measures, ensuring We also rely on supplier parts and raw materials being free of a high degree of flexibility in line with market dynamics and defects and meeting the relevant specifications and quality through intensive training for our sales teams. standards. Defects in premanufactured products can impact quality and slow production, which may ultimately delay We also consider and carefully assess alliances and acquisi- product delivery. The Wacker Neuson Group is countering this tions as a means of gaining market share and expanding our risk with a quality management system that also covers our product portfolio. However, failure to evaluate risks accurately suppliers. when acquiring another company or entering into a partnership may have a negative impact on Group business development The Wacker Neuson Group depends on developing new prod- and growth prospects. ucts and bringing these to market in good time. It is essential that we comply with national and international laws and We have secured our OEM partnership with CLAAS Global directives and factor these into product development. If we do Sales GmbH and our strategic alliance with Caterpillar Inc., not continue to do this, our competitive position and growth Peoria, USA, with long-term contracts. The company is coun- opportunities may be impaired. The company’s R&D depart- tering the risk of these OEM alliances being terminated through ment therefore continuously works to develop new products close collaboration, regular contact and the ongoing improve- and enhance our existing portfolio, always aligning its activities ment of processes and product quality. with market demands and observing applicable regulations, laws and directives. Risk report can threaten our ability to deliver products and meet sales tar- Other risks (risks associated with human resources, IT and the environment) gets for specific areas. This also applies to delayed parts and The company uses IT in numerous areas. Failure of these component deliveries from suppliers. We are minimizing these systems could negatively impact on our production and goods risks through proactive go-to-market strategies and special flow, for example, and lead to loss of revenue. The company standard agreements securing delivery capabilities. is countering this risk through IT backup strategies. We are In addition, loss of suppliers (due to insolvency, for instance) 83 that can occur during the implementation of global IT systems difficult and time-consuming. as well as to prevent additional costs. The financial risks (risks associated with financial instruments, Increasingly strict regulations governing noise, environmental exchange rate and interest fluctuations, and financing) are and user protection can entail additional costs for the Wacker explained in the Notes to the Consolidated Financial State- Neuson Group. We are counteracting this risk by adjusting our ments (items 23 and 30). Financial risks account for around price policy. 12 percent of overall risk (previous year: 49.5 percent). In light of current market developments, the Wacker Neuson Legal risks (risks related to pending legal proceedings, patent and trademark law and tax law) Group is looking to recruit qualified mechanical engineers. The If the company were unable to protect its intellectual property company is countering this risk with dedicated recruitment sufficiently, this would impair its competitive ability. We are efforts. labor market may not meet our need for qualified staff. The reducing this risk through intensive patent and intellectual property management. Summary of Group risk situation (assessment of risk situation by management) Our market-leading products are being copied – in particular Compared with fiscal 2010, the value of potential damages has by Chinese manufacturers – and this can distort sales. We are dropped overall. minimizing this risk by enforcing our intellectual property rights more aggressively while expanding our international sales and Viewed as a percentage of overall risk, our main risks lie in the service network. performance, financial, economic and industry categories. Together, these three categories represent around 90 percent Warranties and product liability claims can result in claims for of total risk (previous year: 92 percent). damages and injunctions. We are minimizing this risk by taking the greatest of care in the development and manufacture of We are not currently aware of any other significant risks to the our products on the one hand and, on the other, by drafting Group. Furthermore, we have not identified any individual or contracts carefully and ensuring they are properly enforced. collective risks to our continued existence as a going concern The Group also minimizes the risk of disputes with third parties that might negatively affect the company in the foreseeable over intellectual property rights through extensive prior investi- future. gations and research. The risk profile of the Wacker Neuson Group is not currently No legal proceedings are currently underway or pending that analyzed and evaluated by an external body such as a rating might pose significant risks to the Wacker Neuson Group’s agency. financial situation. The Group has concluded insurance policies worldwide to protect against liability risks and potential damages attributable to the company. Combined Management Report pursuing a strict project management policy to counter risks Planned changes to the company’s legal structure could prove 84 Wacker Neuson SE | Annual Report 2010 Distribution of risk Group Management Report. The same information must also as a % be disclosed in the Management Report, pursuant to Section 289 (4) of the HGB. Furthermore, according to Section 176 (1) Risk category Percentage share of total risk Sentence 1 of the AktG, the Executive Board must submit a Environment and industry risks 48.7 report containing this information to the AGM. The following Performance-related risks 29.1 contains a summary of the information pursuant to Section 315 Financial risks1 12.1 (4) and Section 289 (4) of the HGB as well as the corresponding Strategic business risks 0.1 explanatory comments pursuant to Section 176 (1) Sentence 1 Legal risks 3.5 of the AktG. Other risks 6.5 1 The financial risks (risks associated with financial instruments, exchange rate and interest fluctuations, and financing) are explained in the Notes to the Consolidated Financial Statements (item 23 and 30). p. 94 Composition of subscribed capital At December 31, 2010, the company’s share capital amounted Opportunities to EUR 70,140,000, divided into 70,140,000 individual no-par- Opportunities relate to internal and external developments that value nominal shares, each representing a proportionate amount can have a positive impact on the Group. The responsibility of the share capital of EUR 1.00 according to Article 3 (2) of the for identifying and managing opportunities in a timely manner Articles of Incorporation of Wacker Neuson SE. There is only is vested in the same committees that make project decisions one type of share; all shares are vested with the same rights and in response to changing market and customer requirements obligations as outlined in detail in particular under Sections 12, and not by specific individuals. These committees may include 53a, 188 ff and 186 of the AktG. Unless otherwise specified in members of the Executive Board, executives at our affiliates, the charter of an SE, the provisions of the AktG apply to Wacker plus senior employees from research and development, prod- Neuson SE in accordance with Section 9 (1) letter c) ii), Sec- uct management, quality management, sales and service and tion 10 of Council Regulation (EC) No 2157/2001 of October 8, strategic procurement. Our decision-making process focuses 2001 on the Statute for a European company (SE) (referred to as on opportunities while at the same time taking the associated charter of an SE in the following). risks into account. In future, we intend to develop this process into a Group-wide, standardized opportunity management system. Selected potential opportunities for the Wacker Neuson Group are outlined in the section “Opportunities and outlook Restrictions affecting voting rights or the transfer of shares for future development of the Wacker Neuson Group”. Information on the pool agreement There is a pool agreement between some shareholders and X. Information in accordance with Section 315 (4) and Section 289 (4) HGB as well as the Executive Board report in accordance with Section 176 (1) Sentence 1 AktG (German Stock Corporation Act) companies of the Wacker family on the one hand, and companies and shareholders of Neuson on the other. Prior to each AGM of Wacker Neuson SE, the pool members decide how to exercise voting and petition rights in the meeting. Each pool member undertakes to exercise their voting and petition rights in the AGM in line with the pool’s decisions, or to have these rights exercised in this manner. If the pool does not reach a de- According to Section 315 (4) of the HGB, listed companies cision with regard to a resolution on the allocation of retained must disclose information on the composition of capital, earnings, adoption of the annual financial statements by the shareholders’ rights and restrictions, participating interests AGM, approval of Executive and Supervisory Board members’ and corporate bodies that may be relevant for takeovers in the actions, appointment of the auditor, upholding minority inter- Information in accordance with Section 315 (4) and Section 289 (4) HGB ests and compulsory changes to the Articles of Incorporation they will vote and exercise their petitioning rights. Votes in the as a result of changes to legislation or jurisdiction, the pool AGM are to be cast in line with the pool’s decisions. Two of members have the right to freely exercise their voting rights. the Wacker family shareholders have the right to propose one In all other cases, the pool members must vote to reject the member of the Supervisory Board each to the shareholders, proposal. The Neuson shareholders appoint two members to this member is then to be elected by the remainder. 85 the Supervisory Board, and the Wacker shareholders appoint two further members to the Supervisory Board. Only the acquisition and preferential purchase rights in the pool agreement. In the case of a sale by a family member who registered partners, pool members’ children, children adopted is not a pool member, acquisition and preferential purchase when they were minors by pool members, siblings, foundations rights apply if shares are sold to third parties who do not fulfill set up by pool members that are either charitable foundations the criteria defining those individuals to whom shares can be or in which the beneficiaries and the controlling members of freely transferred set forth in the abovementioned pool agree- the management board satisfy the aforementioned criteria, ment. If a family shareholder exits the company as a result of and companies where the direct or indirect shareholders also a termination, the remaining pool members have a preferential satisfy the aforementioned criteria. If shares are transferred purchase right to buy the shares for a period of two years from to any such persons, they must join the pool agreement. If the date this shareholder exits the company. In addition, the shares are transferred to third parties, either for a fee or free of partners’ meeting can resolve that the exiting family sharehold- charge, the other pool members have the right to acquire these er does not receive compensation in cash but in the form of shares. If the shares are to be sold to third parties off the stock the shares to which they are financially entitled. After May 14, exchange, all of the other pool members have a preferential 2012, each exiting family member can demand to receive purchase right. If a pool member intends to transfer shares their compensation in the form of the shares to which they are in such a way that more than 50 percent of voting rights in financially entitled. Wacker Neuson SE would be held by third parties who do not can be freely made, the remaining pool members have the right Pool agreement between Lehner and Neuson shareholders to also sell their shares. If a pool member is excluded from the The Lehner shareholders have issued a Neuson shareholder pool for good reason, the other pool members have a right to with power of attorney with regard to the shares they ac- acquire the shares or a preferential purchase right. This also quired prior to the merger and during the merger between the applies if a pool member ceases to qualify as a pool member. company and Neuson Kramer Baumaschinen AG (now Wacker satisfy the criteria defining those individuals to whom transfers Neuson Beteiligungs GmbH). The Neuson shareholder is inde- Information on the partnership agreement of Wacker Familiengesellschaft mbH & Co. KG pendently responsible for exercising these voting rights. He is Some of the Wacker family shareholders hold part of their in the same way as for the shares that he himself holds. These shares via Wacker Familiengesellschaft mbH & Co. KG, which shares are thus subject to the provisions of the pool agreement in turn also holds shares via Wacker-Werke GmbH & Co. KG. mentioned above. not subject to any instructions, and will always exercise these Economic ownership of the shares is attributed to the Wacker family shareholders. The Neuson shareholder has a preferential purchase right to buy these shares in the event of a transfer to entities other than The pool agreement has precedence over the regulations of the the Neuson shareholder or to Lehner shareholders. partnership agreement as long as Wacker Familiengesellschaft mbH & Co. KG is party to the above pool agreement. A part- The Executive Board is not otherwise aware of any restrictions ners’ meeting is held prior to every AGM of Wacker Neuson SE. affecting voting rights or the transfer of shares. In this meeting, the Wacker family shareholders define how Combined Management Report pool agreement apply to family members who are party to the Shares can be transferred without restriction to spouses, 86 Wacker Neuson SE | Annual Report 2010 Direct or indirect participating interests in equity that exceed ten percent of voting rights The Executive Board is aware of the following direct or indirect participating interests in the share capital of the company that exceed 10 percent of voting rights at December 31, 2010 – these are calculated and allocated in accordance with provisions of the German Securities Trading Act (WpHG): as a % at Dec., 31, 2010 Direct share of Voting rights allocated Percentage of voting voting rights to the stakeholder 1 rights in total 1 Stakeholder with duty to disclose interest 5.29 57.80 63.09 28.14 35.31 63.45 IWZ AG (Interwac) 0.00 63.09 63.09 VGC Invest GmbH 5.06 63.09 68.15 Christian Wacker 0.74 63.09 63.84 Dr. Ulrich Wacker 0.00 68.15 68.15 Andreas Wacker 0.74 63.09 63.84 Barbara von Schoeler 0.26 63.09 63.35 Wacker Familiengesellschaft mbH & Co. KG Wacker-Werke GmbH & Co. KG 0.00 63.09 63.09 0.00499 63.09 63.10 Ralph Wacker 0.74 63.09 63.84 Susanne Wacker-Waldmann 0.74 63.09 63.84 Benedikt von Schoeler 0.00 63.09 63.09 Jennifer von Schoeler 0.00 63.09 63.09 Leonard von Schoeler 0.00 63.09 63.09 Vicky Schlagböhmer 0.00 63.09 63.09 Christiane Wacker 0.00 63.09 63.09 Georg Wacker 0.00 63.09 63.09 Baufortschritt – Ingenieurgesellschaft mbH 0.00 63.09 63.09 PIN Privatstiftung 0.00001 63.09 63.09 NEUSON Industries GmbH 0.00001 63.09 63.09 Johann Neunteufel 0.00001 63.09 63.09 Petra Martin Dr. Andrea Steinle 29.01 34.08 63.09 Martin Lehner 0.46 62.76 63.22 Adolf Lehner 0.33 62.76 63.09 Herta Lehner 0.33 62.76 63.09 NEUSON Ecotec GmbH 1 Votes bound through the pool agreement – see “Information on the pool agreement” under “Restrictions affecting voting rights or the transfer of shares” on p. 84 in the Notes– are added together. The figures are rounded to two decimal places. Information in accordance with Section 315 (4) and Section 289 (4) HGB Bearers of shares with extraordinary rights that grant the holders controlling powers 87 however, to rule that a simple majority of votes cast suffices, provided at least half of the subscribed capital is represented (Section 59 (2) of the regulation on the charter of an SE). Ger- There are no shares with extraordinary rights that grant the man legislation has instituted this option in Section 51 (1) of holders controlling powers. the law governing implementation of the SE in Germany. This does not apply to changes relating to the object/purpose of the company or relocation of the company seat. Similarly, it does not apply to instances where the law mandates that the votes cast must represent a higher percentage of the subscribed capital (Section 51 (2) of the law governing implementation of the SE in Germany). Accordingly, Article 21 (1) of the Articles The company’s employees can exercise the controlling rights of Incorporation states that unless otherwise stipulated by law, due to them from shares directly, as is the case for other changes to the Articles of Incorporation require a two-thirds shareholders, according to statutory provisions and the Ar- majority of the votes cast or – if at least half of the share capital ticles of Incorporation. is represented – a simple majority of votes cast. The Supervisory Board is entitled to approve changes to the Statutory provisions and provisions of the Articles of Incorporation regarding the appointment and dismissal of members of the Executive Board and changes to the Articles of Incorporation Articles of Incorporation that are merely a matter of word- Members of the Executive Board are appointed and dismissed The Executive Board’s powers, in particular with regard to the possibility of issuing or buying back shares according to Sections 84 and 85 of the AktG. The Executive Board of Wacker Neuson SE must have at least two board ing (Section 179 (1) Sentence 2 of the AktG, Article 15 of the Articles of Incorporation). members according to Article 6 (1) of the Articles of Incorporation of Wacker Neuson SE. The Supervisory Board otherwise Treasury shares determines the number of Executive Board members (Article By a resolution passed at the AGM on May 28, 2010, the 6 (2) Sentence 1 of the Articles of Incorporation). The Super- Executive Board is authorized, with the prior approval of the visory Board is responsible for appointing and dismissing Supervisory Board, to acquire 7,014,000 treasury shares via Executive Board members; a simple majority of votes cast the stock exchange by November 27, 2011. This acquisition suffices for these decisions. Executive Board members shall may also be performed by one of the company’s group com- be appointed for a maximum term of six years (Section 9 (1) panies or for its or their account by third parties. In so doing, and Section 39 (2) and Section 46 of the regulation on the the shares acquired as a result of this authorization together charter of an SE, Sections 84 and 85 of the AktG, Article 6 with other shares in the company that it has already acquired (2) Sentence 1 of the Articles of Incorporation). The Supervi- and still holds may not at any time total more than 10 percent sory Board can appoint a Chairman of the Executive Board, a of the existing share capital. Shares may not be purchased for Deputy Chairman of the Executive Board and a Spokesperson the purpose of trading company shares on the stock exchange. for the Executive Board (Article 6 (2) Sentence 2 of the Articles of Incorporation). A Spokesperson and Deputy Chairman have The compensation paid by the company per registered share been appointed. (without incidental acquisition costs) may not be more than 10 percent higher or lower than the arithmetic average of the Sections 179 ff of the AktG must be observed in the event of closing prices for shares in the company in XETRA trading changes to the Articles of Incorporation. The AGM resolves on (or a comparable successor system) on the Frankfurt Stock changes to the Articles of Incorporation (Sections 119 (1) No. 5 Exchange on the last five stock market days prior to the date and 179 (1) of the AktG). Under the charter of a European com- on which the undertaking to acquire the shares was entered pany (Societas Europaea or SE) such as Wacker Neuson SE, into. The authorization can be exercised in whole or in parts, all decisions affecting the Articles of Incorporation must be ap- in the latter case also on multiple occasions. proved with a majority of at least two thirds of the votes cast, unless the legislation of the state where the SE is based man- The Executive Board may also redeem the treasury shares still dates or allows a larger majority to apply (Section 59 (1) of the to be acquired without a renewed resolution to be passed by regulation on the charter of an SE). Each member state is free, the AGM with the permission of the Supervisory Board. The Combined Management Report Type of control of voting rights if employees hold participating interests and if they do not directly exercise their controlling rights. 88 Wacker Neuson SE | Annual Report 2010 authorization can be exercised in whole or in parts, in the latter Shareholders’ statutory subscription rights are excluded: case also on multiple occasions. The redemption is performed JJ If employees of the company and its affiliates and executive such that the share capital is not changed, but that the propor- bodies of affiliates (to the extent that these are not simulta- tion the other shares represent in the share capital is increased neously members of the company’s Executive Board) are in accordance with Section 8 (3) of the AktG (Section 237 offered shares at an issue price that is 15 percent lower than (3) No. 3 of the AktG). The Executive Board is authorized to the issue price; change the number of shares in the Articles of Incorporation JJ For fractional amounts; accordingly. JJ Otherwise, if the issue price of the new shares is not significantly below the company’s market price and the new The Executive Board is authorized, with the approval of the shares issued to the exclusion of subscription rights do not Supervisory Board, to use shares in the company that were exceed a total of 10 percent of the share capital, neither at acquired as a result of the above authorization as (partial) the time the authorization takes effect, nor at the time of compensation as part of mergers or to acquire companies, exercising. Shares must be added to the above 10 percent participating interests in companies or parts of companies. threshold if they were issued or are to be issued to service The acquired treasury shares may also be sold to Executive options or convertible bonds to the extent that the bonds Board members and members of executive bodies of associ- are issued in corresponding application of Section 186 (3) ated companies within the framework of an executive profit- Sentence 4 of the AktG excluding subscription rights; in share model, which has yet to be approved by the Supervisory addition, the sale of treasury shares is to be added if the Board. The Supervisory Board will determine the extent to sale was made as a result of a valid authorization to sell which shares will be sold to members of the Executive Board treasury shares that applied on the date that Authorized within the framework of this plan when deciding on the overall Capital I came into effect in corresponding application of executive profit-share model. In addition, the Executive Board Section 186 (3) Sentence 4 of the AktG excluding subscrip- is authorized, with the approval of the Supervisory Board, to tion rights. sell the treasury shares still to be acquired at a price that is not substantially lower than the stock market price on the date of Subject to the approval of the Supervisory Board, the Execu- the sale. The price at which shares in the company can be sold tive Board also decides on the content of the respective share may not be more than 5 percent lower than the arithmetic aver- rights and the other conditions of the share issue including the age of the closing prices of shares in the company in XETRA issuing amount. trading (or a comparable successor system) at Frankfurt Stock Exchange on the last five stock market days prior to the date Authorized Capital II of the general sale. In this case, the number of the shares to According to Article 3 (4) of the Articles of Incorporation, the be sold together with the new shares that were issued after Executive Board is still authorized to increase the company’s this authorization was issued excluding subscription rights in share capital by April 12, 2012, with the approval of the Su- accordance with Section 186 (3) Sentence 4 of the AktG, and pervisory Board, by issuing new, registered shares against together with treasury shares already sold, may not exceed contributions in kind, in full or in partial amounts, on one or 10 percent of the company’s share capital which exists on the several occasions, however at the most by a maximum of date the resolution passed at the AGM came into effect. The EUR 5,360,000 (Authorized Capital II). authorization to redeem/sell shares can be availed of in full or in several partial amounts. The shareholders’ subscription The shareholders’ statutory subscription rights are excluded rights to treasury shares in the company are excluded to the to grant shares against the contribution of companies and extent that these shares are redeemed or sold according to the participating interests in companies or parts of companies to above authorizations. the company. Authorized Capital I Subject to the approval of the Supervisory Board, the Execu- According to Article 3 (3) of the Articles of Incorporation, the tive Board also decides on the content of the respective share Executive Board is authorized to increase the company’s share rights and the other conditions of the share issue including the capital by April 12, 2012, with the approval of the Supervisory issuing amount. Board, by issuing new, registered shares against cash contributions, in full or in partial amounts, on one or several occa- The authorized capital provisions described above reflect the sions, however at the most by a maximum of EUR 1,000,000 practices typical of listed businesses similar to the company. (Authorized Capital I). They are not intended to obstruct takeover bids. Declaration on corporate governance according to Section 289a HGB Key company agreements that are subject to a change of control clause following a takeover bid and the resulting impact Remuneration framework 89 well as long-term incentives. The Act stipulates that information may be withheld if the AGM resolves this with a majority of 75 percent of votes cast. This type of resolution can be passed for a maximum period of five years. The company has availed A long-term cooperation agreement with the company Cater- of this opportunity for fiscal years 2006 to 2010 inclusive by pillar covering the OEM production of mini excavators includes way of a resolution passed at the AGM on May 15, 2006. under certain conditions should a competitor to Caterpillar The Executive Board’s remuneration is defined by the entire acquire a direct or indirect share in the company in excess of Supervisory Board and reviewed at regular intervals. Defining 25 percent or a share in excess of 15 percent combined with a the structure and amount of the remuneration is based on the seat on the company’s Supervisory Board. The list of competi- company’s size and economic position as well as the tasks tors is specified in detail in the agreement. and performance of the members of the Executive Board. The Executive Board’s remuneration comprises: Compensation agreements between the company and the members of the Executive Board or its employees for the event of a takeover offer JJ A fixed annual basic salary JJ A variable annual salary JJ A special bonus (paid for the years up to and including fiscal 2010) There is no such agreement. JJ Transitional pay, compensation upon an early exit JJ Remuneration in the case of accident, illness or death JJ Non-cash remuneration and other additional remuneration Concluding remark JJ A pension commitment During the period under review, the Executive Board had no The individual remuneration components are as follows: reason to address issues concerning a takeover, or engage with disclosure details stipulated under the German Takeover The annual fixed salary is paid in equal monthly installments. Directive Implementation Act (Übernahmerichtlinie-Umsetzungsgesetz). The Executive Board therefore does not see the The variable salary is based on consolidated earnings after need to add further details to the information provided above. tax – for the last time in the 2010 fiscal year – as reported in the approved consolidated financial statements for the respective fiscal year. From fiscal 2011 onwards, the variable salary will XI. Declaration on corporate governance according to Section 289a HGB be based, on the one hand, on average consolidated earnings after taxes for the previous three fiscal years and, on the other, on the return on assets as reported in the consolidated financial statements. An upper threshold for the variable remu- On March 21, 2011, the Executive Board of Wacker Neuson SE neration has been agreed in the same amount for all Executive issued a corporate governance declaration pursuant to Section Board members. 289a of the German Commercial Code (HGB). This is available on the Wacker Neuson SE website at www.wackerneuson.com/ Members of the Executive Board shall also receive a special declaration-on-corporategovernance bonus for the last time in fiscal 2010. For part of the Executive Board, this bonus was tied to the financing of shares in the company within the framework of an executive profit-share XII. Remuneration framework model with a view to committing the Executive Board members to the company in the long term. The other members of the Board received the special bonus during an interim period Information on the Executive Board pending introduction of a new executive profit-share model. According to the Vorstandsvergütungs-Offenlegungsgesetz This profit-share model for active members of the Executive (German Executive Board Remuneration Disclosure Act), listed Board has been terminated without replacement in response companies must disclose individualized information on the to the German Law on the Appropriateness of Executive Board Executive Board’s remuneration in the notes to the annual and Remuneration (VorstAG); as a result, no special bonuses will consolidated financial statements, broken down into perfor- be paid as of fiscal 2011. mance-related and non-performance related components as Combined Management Report a provision that allows Caterpillar to terminate the agreement 90 Wacker Neuson SE | Annual Report 2010 If the Executive Board members’ employment contract is termi- remuneration, with the Chairman of each committee receiving nated prematurely, but not for good cause, the members of the twice the regular committee remuneration. In addition, the Executive Board each receive compensation in the amount of members of the Supervisory Board receive a meeting fee for their average discounted annual remuneration for the remain- each Supervisory Board meeting in which they participate. der of the contractual period including their variable remuneration and the special bonus. If the contract is terminated after The variable remuneration for the individual members of the the age of 55 and prior to the member reaching the age of 60, Supervisory Board is based on the consolidated earnings after the members of the Executive Board may claim transitional taxes. It is capped at 1½ times their respective fixed remu- payments. neration. It is calculated in line with the company’s approved consolidated financial statements taking Section 113 (3) of If they are temporarily prevented from working through no the AktG into account. Meeting fees are added to the variable fault of their own, members of the Executive Board continue to remuneration. In addition, members of the Supervisory Board receive their fixed annual salary and bonus for a limited period. are reimbursed for their out-of-pocket expenses and any VAT Widows and dependent children receive corresponding pay- that may be due on their remuneration and out-of-pocket ments for a limited period. expenses. The non-cash remuneration and other remuneration includes a subsidy for health insurance, premiums for life insurance in XIII. Supplementary report favor of the Executive Board members, premiums for accident insurance, the use of a company car, etc. The members of the Executive Board receive an old-age pen- Events/transactions of particular importance since the reporting date sion for life upon reaching the age of 60 unless the employment relationship with the company was terminated for good A resolution shall be put forward at the upcoming AGM on cause that is the fault of the Executive Board member. In ad- May 26, 2011 to structure Wacker Neuson SE as a holding dition, an invalidity pension is paid in the event of disability or company. Operating segments Production Germany, Sales professional incapacity, and a widow’s and orphans’ pension Germany and Sales Europe will be separated from Wacker is paid in the event of death. Other remuneration may have to Neuson SE in their entirety – all assets, legal relationships offset again these amounts payable. and employees included – and established as separate legal entities. Central Group and corporate functions will remain at Total remuneration for the Executive Board Wacker Neuson SE under the umbrella of what is now central Total remuneration for the Executive Board in the period under administration. The three operating segments will be divested review amounted to EUR 6.2 million (previous year: EUR 3.0 into three German companies registered in Munich and struc- million). The increase here is largely attributable to the depar- tured as GmbH & Co. KG limited partnerships. A divestiture ture of an Executive Board member (payments for non-com- and incorporation contract will be proposed for approval pete obligations, profit shares and bonuses). Total remunera- at the AGM. Under the proposed holding structure, Wacker tion for the Supervisory Board for the same period amounted Neuson SE shall hold all shares and 100 percent of the capital to EUR 0.3 million (previous year: EUR 0.3 million). At the AGM in the three new German affiliates. on May 15, 2006, a resolution was passed to refrain from itemizing this information in accordance with Section 285 (1), no. The following management information should be noted when 9a clauses 5 to 9 in conjunction with Section 314 (2), clause 2 considering the planned separation of business. The 2007 HGB in conjunction with Section 315a, (1) HGB. merger between the former Wacker Construction Equipment AG and the former Neuson Kramer Baumaschinen AG involved Information on the Supervisory Board the Neuson-Kramer subgroup, which was already structured By a resolution passed by the AGM on May 28, 2010, the remu- as a holding, joining the Wacker Group. Since the merger, neration structure for the members of the Supervisory Board therefore, significant parts of the company are already being was set down in article 14 of the Articles of Incorporation. In managed under a holding structure. However, the former line with this provision, the fixed remuneration for each individ- Wacker subgroup retained the traditional parent company ual member of the Supervisory Board amounts to EUR 20,000. structure with the result that production, logistics and sales The Chairman of the Supervisory Board receives twice this operations are all managed under the umbrella of a single legal amount, and his/her Deputy receives 1½ times the fixed entity – Wacker Neuson SE. The change in structure follows remuneration. Members of committees receive an additional through on the merger by aligning both subgroups. In addi- Supplementary report Opportunities and outlook 91 XIV. Opportunities and outlook tion, the move will align the legal organizational structure with the international structures that were also already in place at the former Wacker subgroup. The wholly owned American subsidiary, Wacker Neuson Corporation, also transitioned from Overall economic outlook a parent company to a holding structure on January 1, 2011 JJ framework of separate legal entities. Recovery of the global economy continues, but at a slower pace The move is also prompted by the desire to align the legal or- JJ Some EU countries experience financing problems ganization more closely with the operating management setup JJ Germany remains driving force in Europe by establishing a central management structure within the Wacker Neuson SE holding. The objective of the new holding According to leading economic research institutes, the global structure is ultimately to also increase transparency over costs, economic recovery is set to continue in 2011, albeit at a slower product diversity and areas of responsibility. This will result in pace as the rebound reaction to the global drop in production a transparent matrix across regions and product segments, and world trade should soon have largely leveled off. unified under a central management body, standardized IT platform and common sales network. Economic institutions expect recovery in the US to maintain pace in 2011 but to develop along more moderate lines These measures shall not result in any changes for sharehold- from 2012 as economic recovery packages are phased out. ers in our company as Wacker Neuson SE will remain the sole Although the US economy picked up in January of the current owner of the new companies. In financial terms, the new legal fiscal year, experts feel that recent adjustments to US property structure does not affect the Group’s net assets and earnings prices continue to pose a risk to the global economy. situation. Economic growth in Asia remains strong as predicted. ExpanOn March 11, 2011, Japan was hit by a powerful earthquake. sion plans in China include infrastructure projects. In India and This triggered a tsunami, which devastated the country’s east- other emerging Asian economies, experts predict continued ern coast and shut down nuclear power plants. This situation dynamic expansion. Growth is also forecast for the Middle could have an impact on individual Wacker Neuson suppliers. East and Africa. According to our latest information, our suppliers’ facilities are not directly affected due to their location. Nevertheless, rolling blackouts as well as disruptions to Japan’s logistics and Regional contributions to world GDP growth1 general infrastructure may delay deliveries of premanufactured 6 parts. If the situation continues, it may also ultimately delay 5 deliveries of Wacker Neuson products. The Group is closely 4 following developments among its suppliers here. However, due to current difficulties in obtaining information from Japan, 3 we are as yet unable to make any exact assessments. 2 1 There have been no other significant events since the reporting 0 date that could have an impact on the future business develop- -1 ment of the Group. Forecast period -2 2001 Impact on earnings, financial position and net assets With the exception of the uncertain supply situation in Japan, there have been no other events since the reporting date that could have a significant impact on the Group’s earnings, financial position and net assets. 2002 2003 2004 2005 2006 2007 2008 2009 World GDP growth North America Western and central Europe Latin Americas and Russia Asia Other countries 2010 2011 Based on market weights. Quelle: IMF; calculations by the EEAG; 2009 and 2010: forecast by the EEAG. 1 Combined Management Report and now manages production, logistics and sales within the 92 Wacker Neuson SE | Annual Report 2010 In the EU, economic researchers expect total GDP to increase again in 2011. However, due to the slight slowdown in the pace Outlook for construction and agricultural industries of global economic recovery, less momentum is expected from exports. In addition, the financing difficulties experienced by JJ a number of EU countries have not yet been finally resolved. on the up Only slight growth is expected in particular for Portugal, Italy, Ireland, Greece, Spain, Great Britain and Hungary as restric- JJ Asian markets will continue to profit from the dynamic growth High demand for construction investment in emerging markets tive fiscal policies could dampen corporate investment. Those European economies that are well-positioned for exports to Global construction and agricultural industries JJ European construction and agricultural industries overcome the effects of the economic crisis in this region. The German economy is currently experiencing a strong Demand for construction machinery is set to continue to rise upturn. Domestic demand is on the rise and demand for worldwide. Positive impetus is expected in many countries exports remains very high. Positive sales forecasts mean that from vital infrastructure projects focusing on road and rail corporate investment plans for 2011 are largely focused on improvements, telecommunication services, water supplies, expansion. The business climate has improved and industrial general renovation and modernization works, construction of production has picked up. Order intake has also increased public education buildings, as well as climate and environmen- significantly in recent times. Favorable income prospects, job tal protection measures. security and low interest rates all bode well for the German economy. If the American construction industry is to recover and show early signs of construction activity, the real estate market must EU 27 gross domestic product in 2011 Rate of change in GDP (as a %) stabilize. Experts still see a risk in the high valuation of US residential property as this continues to create significant potential for price adjustments. The American Rental Association (ARA) 3.3 – 4.0 expects the US (rental) market to start recovering in 2011, and 2.5 – 3.2 it forecasts clear growth rates for 2012. 1.7 – 2.4 0.9 – 1.6 0.1 – 0.8 - 3.2 – 00 Infrastructure projects key driver for emerging markets In Asia, and particularly in China, the construction equipment industry is set to continue to grow. Many emerging markets returned to the growth path comparatively quickly in 2010. To remain competitive, however, these countries must invest heavily in infrastructure over the coming years. The fastest movers here are the BRIC countries (Brazil, Russia, India and China), but countries such as Mexico, Argentina, South Africa and South Korea also plan to invest billions over the coming years in the construction of roads, airports, rail networks, utility services (energy, waste and water), and the construction of Source: ifo institute forecast (December 2010). public buildings such as schools, universities and hospitals, as well as in telecommunication networks. These projects will fuel A further increase in the price of raw materials, particularly steel and steel products, is expected in the course of 2011. With regard to the currencies relevant to the Wacker Neuson Group, in January 2011 M&I Capital Markets forecast a weakening of the euro and a strengthening of the dollar by the end of 2011. vdemand for construction equipment. Opportunities and outlook Spending on infrastructure in emerging markets 2008 – 2017 The German Engineering Federation (VDMA) forecasts a Bn, USD 10-percent rise in revenue for construction equipment manu- 93 facturers in 2011. 3,500 3,000 Cumulated construction and economic 2,500 growth 2010 – 2013 (Europe) 2,000 1,500 Spain - 14.5 500 Ireland 0 Portugal - 7.1 - 4.5 0 Czech Republic Asia Eastern Europe Latin America Middle East Africa Experts predict strong growth rates in part for the European dinavia, Germany, Switzerland, Great Britain, Poland, Hungary 2.5 Belgium 3.3 Switzerland 3.7 United Kingdom 4.6 EC-19 construction industry through 2012. Between 2011 and 2013, investments are due to rise significantly, particularly in Scan- 2.3 Austria Source: Morgan Stanley Research, World Bank, Global Insights, e-Morgan Stanley Research incl. Real Estate 5.7 France 6.5 The Netherlands 7.4 Italy and Italy. The most dramatic decline in the last two years was 10.5 Germany experienced in European private non-residential construction, but also in industrial, public and commercial construction proj- Finland ects. Following on from the slight decline again predicted for Norway 10.9 12.1 12.3 Slovakia 2011, moderate recovery is expected from 2012 onwards. 12.4 Sweden Financing through PPP projects on the rise Denmark Industrial nations typically have to reconcile large national Hungary debts with the rising demand for investment funds. Public- Combined Management Report 1,000 14.7 24.5 34.1 Poland private partnerships (PPPs) are an increasingly popular way of resolving this problem. In some countries, private businesses and government bodies have been cooperating for years on - 15 infrastructure projects. The benefits of this type of teamwork - 10 -5 GDP (%) 0 5 10 15 20 25 30 35 Construction (%) include lower public expense and more effective use of the resources invested. The UK started privatizing infrastructural Source: Euroconstruct (70th Conference), November 2010 facilities in the 1980s, with Australia and Canada following their example in the 90s. However, Germany still lags behind when it Residential construction volume 1991– 2013 comes to PPPs. But this type of financing model for infrastruc- (Euroconstruct countries) ture projects is growing more and more important as it speeds the progress of even larger construction projects. in billion € (2009 prices) year to year change in % 750 25 700 20 market, are positive. According to the German ifo institute, 650 15 investment particularly in residential construction and also 600 10 in non-residential overground construction is due to rise in 550 5 the coming months, boosted by low interest rates. Even if 500 0 450 -5 400 - 10 The prospects for Germany, Wacker Neuson’s biggest sales municipal bodies stretch investments over a longer time period because economic recovery packages are running out, many projects – such as highway extensions organized through PPPs – are set to fuel increased demand for construction equipment. 1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 year to year change in % Residential construction volumne Source: Euroconstruct November 2010 94 Wacker Neuson SE | Annual Report 2010 Investments in European residential construction declined sharply in the last three years. Starting in 2011, investments Opportunities and outlook for future development of the Wacker Neuson Group are due to rise rapidly by 2013, particularly in Scandinavia, Germany, Switzerland, Great Britain, Poland, Hungary and Italy. Around 30 percent of products bought by Wacker Neuson customers are used in residential construction. JJ Business model geared towards future market trends JJ Wider market reach for compact equipment sector JJ Positive business development expected to continue Development of non-residential construction output 2007 – 2013 In 2011, the Group will take another big step towards achieving (Euroconstruct countries) € million at 2009 prices its goals through a series of developments that underpin and 10 496,000 strengthen the Group’s business model. This refers chiefly to 5 458,000 four main trends outlined in the following that could open up 0 416,000 new sales markets for Wacker Neuson or prompt investments -5 376,000 in our target markets. - 10 336,000 % change in real terms 2007 2008 % change in real terms 2009 2010 2011 2012 2013 JJ End customers, dealers and professional rental companies select the manufacturer that offers the most attractive € million at 2009 prices overall package consisting of innovative products, a strong Quelle: Euroconstruct November 2010 brand, simple and efficient logistics and all-in service. A bundled package gives the customer a single point of con- The most dramatic decline in the last two years was experi- tact to the manufacturer – greatly simplifying, for example, enced in private non-residential construction. Industrial, public the purchase of spare parts. Wacker Neuson is one of the and commercial construction projects were hit hardest here. world’s leading manufacturers with an exceptionally broad product portfolio of light and compact equipment. Following on from the slight decline again predicted for 2011, moderate recovery is expected from 2012 onwards. Around JJ The compact class is still largely at an early stage of the 70 percent of products bought by Wacker Neuson customers market lifecycle. We see the greatest medium-term potential are used in non-residential construction. for our compact offering in the European market (particularly in France and Great Britain), in the US and in South Signs of recovery in the agricultural industry gather momentum America. In Europe, we are using our existing sales network, while in the US we are focusing on establishing a network of exclusive Wacker Neuson dealers. Global economic recovery has also benefited the agricultural industry. In addition, universal trends – such as the world’s JJ We will continue to expand our product offering in the light growing population and resulting increase in demand for food- equipment segment to capitalize more effectively on oppor- stuffs – continue to have a positive effect on demand for agri- tunities in emerging markets such as South America, India cultural equipment. The basic need for modern machines, par- and China. To do this, we are focusing on further developing ticularly to work agricultural holdings efficiently, will continue to our Group-wide sales and service network and consolidat- increase. Rising producer prices will have a positive effect on agricultural income, which should lead to a further increase in demand for equipment under our Weidemann brand. ing our strong market position. JJ A broader agricultural portfolio will also bolster Group revenue in the medium term. We are currently focusing on adapting compact construction equipment for the agricul- According to the barometer for agricultural activity issued by tural industry and expanding the global reach of our agricul- the Association of German Farmers (DBV), investment among tural portfolio. agricultural landholders in Germany has risen sharply in recent times. They are set to spend over EUR 7 billion over the next We intend to remain on this path, continuing to invest in profit- six months. The general mood is more upbeat in arable and able projects and drive growth across all regions and business dairy farming in particular. There are signs of a sharp rise in segments. expenditure on equipment and agricultural buildings. Opportunities and outlook Taking a long-term view, climate change will create oppor- 95 Development outlook by region tunities in the construction industry as attention increasingly focuses on environmental policies. The rise in weather-related We see great potential for growth in the Americas region and damage, coupled with the necessary cleanup and repair work, plan to bolster our sales operations in this area. Investment will increasingly place the spotlight on preventive measures. plans among rental companies through 2012 are due to support This will be flanked by roadway reconstruction projects, more this growth. Since launching our compact equipment on the efficient repair procedures and redevelopment of residential US market, we have been focusing on expanding our network property with a view to increasing energy efficiency. of exclusive Wacker Neuson dealers. In the coming years, we plan to distribute compact equipment throughout or almost the Canadian and South American markets. In these regions, our affiliates have been successfully selling light equipment for over 20 years – and in some cases, over 30 years. Especially in Global opportunities for the construction industry Global opportunities for the agricultural industry Infrastructure projects in Eastern Europe, Asia, the US Increasing global demand for foodstuffs and animal feed remains low in many areas. The economic upturn should drive Effects of climate change and greater focus on environmental protection Trend towards biofuels and other renewable raw materials our strategy for the Americas region to yield strong growth in Expansion of telecom networks (including the broadband network) Expansion and modernization of road and rail networks Changing residential needs – due to rising urbanization, for example Structural shift towards fewer larger holdings (especially in Europe) with greater need for automation Increasing industrialization of the agricultural industry, also in emerging countries South America, the degree of construction site mechanization mechanization at these sites over the coming years. We expect 2011 and 2012. Total US equipment rental revenue in Million USD 40.000 30.000 20.000 Reconstruction projects (renovation, modernization) 10.000 Numerous economic action plans for infrastructure projects worldwide 0 1997 Recovery in the non-residential construction sector 1999 2001 2003 2005 Construction and Industrial Equipment 2007 2009 General Tools 2011 2013 Source: American Rental Association and IHS Global Insight, Inc., 2011 Wacker Neuson’s strategy 1 Launch of compact equipment 2 Alliance with Caterpillar (CE) JJ JJ JJ JJ JJ JJ JJ Global launch focused on growth markets outside Europe Development of exclusive dealers Maximization of potential synergies from merger Gain of market share JJ JJ JJ Strategic alliance for mini excavators up to 3t (20 years) Growing market Both companies to focus on their respective areas of expertise Higher volumes for more capacity utilization at production plant Platform concept dilutes development and production costs Gain of market share in Europe and USA Wide compact equipment reach in existing markets Extending compact equipment reach to new markets 3 Wider portfolio for agriculture (CE) JJ JJ JJ JJ JJ JJ JJ Rising demand for food and fodder Biofuels and other renewable resources Fewer but larger holdings Greater need for machinery Market penetration in agriculture (e.g. Italy, Russia) Introduction of new machines International expansion 4 Replacement expenditures (LE) JJ JJ JJ JJ 2015 Party and Event Greater need for innovative light equipment worldwide Increased expenditure on replacement equipment among rental firms Strengthening quality and innovation leadership position Strengthening market position (especially in South America, India and China) CE = Compact equipment LE = Light equipment Combined Management Report throughout the entire region. Compact sales are also targeting Opportunities for Wacker Neuson 96 Wacker Neuson SE | Annual Report 2010 In the Asia region, we plan to continue to drive the positive We see the greatest potential for growth in our compact equip- developments evident in recent years. We are focusing on ment segment. We expect this business to grow steadily as expanding our sales networks in China and India – countries it increases market share, also increasing its share of total where we are already represented through sales and service Group revenue to over 40 percent in the medium term. We are stations. In these emerging markets and economies, where in- confident that order intake will continue to develop positively in dustry and logistics are developing rapidly, initial construction this segment. work calls for heavy equipment – required to access remote regions, lay roads and build other transport routes. Light and The services business segment continues to perform well compact equipment is required at a later stage. We are care- with the result that we plan to expand our service network fully analyzing these dynamics to ensure that we closely align further. Here, plans are guided by current market dynamics our go-to-market strategies with global economic trends. and customer needs. Particularly in the spare parts and repairs business, we will be evolving our service offering in line with In Europe, we aim to leverage the synergies of a shared distri- customer requirements. Our new European used equipment bution channel for light and compact equipment to generate center will enable us to bundle maintenance work and increase additional profits. Our strong market presence in Europe, the logistics flexibility in the delivery of used equipment. In the depth and breadth of our product portfolio, superior rental, medium term, growth in the light and compact equipment spare parts and repair services, and the benefits of a direct segments will lead to increased revenue in the services seg- sales strategy have enabled the Group to outperform the mar- ment. In the long term, we predict that services will account for ket in capitalizing on the global upturn. For example, we plan to around 20 percent of total revenue. establish an efficient dealer network in Russia. We intend to capitalize on the new opportunities that will be opening up for agricultural products under our Weidemann Development outlook by business segment brand over the coming years. In addition to ongoing expansion in Italy and Russia, we are broadening our agricultural portfolio The quality of our products and scope of our services, flanked by adapting construction equipment to the specific needs of by our global presence and local proximity to customers in key the agricultural industry. We are also adapting a wide range of sales markets, place us in a prime competitive position. We attachments. These products will be distributed, for example, intend to consolidate our leading market position in the regions to agricultural holdings and municipal bodies under the Wei- that we recently integrated in our business model. We are demann brand. This strategy will enable Weidemann GmbH focused on expanding our quality and innovation leadership, to always provide the right vehicle and the right attachment establishing our strategic brand platforms across all markets, for its customers’ agricultural needs. We expect that revenue and evolving our service portfolio in line with market needs to in this segment will rise in synch with the overall rise in Group become a full service provider. revenue. Our current product portfolio is already fit for the future. We plan to launch new products that reach new customer groups. Group forecast To secure our future success, we shall therefore continue to invest in research and development with the aim of further Capitalizing on medium and long-term opportunities expanding our service portfolio and strengthening our position Following on from strong revenue growth in 2010, we are as one of the market’s technology leaders. confident about our prospects for 2011. And we have good reason to be, as the first few weeks of 2011 have shown posi- We aim to further expand our strong global position as a sup- tive developments in both the construction and agricultural plier of light equipment. The variety of our product portfolio industries. Customer demand for light and compact equipment (with around 250 product categories) allows us to gain a foot- remains high and we started the year with a healthy order book hold in less developed markets. Requirements placed on light for compact equipment. equipment can differ significantly from one country to another and we see the greatest opportunities in emerging markets In light of the global revival of construction markets and such as South America, India and China. Rental companies’ growing global demand for infrastructure projects, we expect plans to replace existing equipment will fuel sales of light business to continue improving. In addition, we anticipate equipment. Light equipment’s share of total revenue is likely increased investment from rental companies in the US and to fall slightly below the current figure of 40 percent in the me- Europe in both 2011 and 2012. dium term as compact equipment sales rise at a faster pace. Opportunities and outlook It is also a positive sign that our customers’ financing situa- Future cost trends tion has not deteriorated overall. The economic recovery has Taking the upward trend in revenue into account, we will apparently prompted banks to see more promising prospects accordingly adjust costs as necessary. The Group plans to for companies and refrain from scaling back financing schemes. gradually increase headcount during the year in line with 97 ity (including temporary staff) in the US and Austria. In 2009, For fiscal 2011, management predicts a rise in revenue in we were able to reduce our break-even point (at EBIT level) excess of 15 percent compared with fiscal 2010 – this corre- to around EUR 600 million. For 2011, the break-even point is sponds to an increase of over EUR 870 million. It also expects around EUR 690 million as we are adapting our structures to profit before interest, tax, depreciation and amortization the expected growth in revenue. (EBITDA) to improve, with an EBITDA margin of at least 12 percent. So if the company matches 2008 revenue levels, we are As material costs increase, we cannot avoid increasing our aiming for an EBITDA margin that is even higher than the 2008 prices for products and services accordingly. We forecast fur- figure (11.6 percent). This takes into account the anticipated ther increases in material costs of around 2 percent overall and impact of increases in materials procurement, exchange rate have adapted our sales prices accordingly. Effective January 1, fluctuations and additional go-to-market measures. From 2011, we increased our prices for light and compact equipment today’s perspective, repercussions from the major earthquake and for replacement parts by 3-4 percent. We did not increase in Japan could affect some of our suppliers in this region. This, equipment prices in the last two years. in turn, could lead to production delays at Wacker Neuson and negatively impact revenue and earnings. We are doing Future partnerships everything in our power to minimize the prospect of negative Additional acquisitions and partnerships remain part of our effects. Management remains committed to its forecast for medium- and long-term strategy insofar as these strengthen our 2011, qualified, however, by the assumption that the situation in product offering and provide added value to our customers or Japan stabilizes. enable us to expand our international footprint. We aim to maintain our solid balance sheet structure with a high equity ratio. The Wacker Neuson Group is financially stable, showing liquidity of EUR 36.6 million and an equity ratio of over 80 percent. The Group is currently developing numerous mini excavator As the uncertainty surrounding economic recovery continues models for our alliance partner, Caterpillar Inc. We expect this to abate, we are now in a position to reduce liquid funds. 20-year alliance agreement to make an initial contribution to Again, we aim to finance day-to-day operations in the current revenue during the second half of 2011 at the earliest. How- fiscal year with operating cash flow. To meet rising demand ever, we do not expect to see the full impact on revenue and while still driving growth, we are planning investments in economies of scale until 2012. property, plant and equipment to the value of approximately EUR 100 million (2010: EUR 76 million) in fiscal 2011. In addition Outlook to 2013 to renewal/maintenance expenditure, we will be channeling If the market develops as expected, we are also aiming for these funds into construction of our new production facility for a double-digit increase in revenue in 2012. Over the last two compact equipment at our Hörsching site (near Linz, Austria) years, we have successfully implemented measures aimed at and into expansion of our sales and service station network. improving efficiency and reducing costs – and we intend to Since investments for 2011 will again exceed write-offs, we step up these measures in future. This should contribute to are expecting a negative free cash flow. Increased investment even higher earnings in 2012, and help us emerge in an even during 2011 will lead to an increase in the net financial debt, stronger position from the economic crisis. currently at a low figure. This will, however, remain below the value of investments. Annual investments are due to remain From today’s perspective and assuming market trends remain at around EUR 50 million in the medium term and the working positive, the Group predicts that 2013 revenue will return to capital target is less than 35 percent of revenue. pre-crisis or similar levels. In 2007, the newly merged Wacker Neuson reported pro-forma revenue of around EUR 1 billion. Planned changes to the company structure We will also be keeping a close eye on cost developments and A resolution shall be put forward at the upcoming AGM on conclude that a 15 percent EBITDA margin and 10 percent May 26, 2011 to structure Wacker Neuson SE as a holding EBIT margin are also realistic by 2013. company. Following through on the merger, the change in structure will align both subgroups. For more information, see the “Supplementary report” chapter. Combined Management Report increases in demand. In 2011, we plan to increase staff capac- Double-digit revenue growth expected for 2011 98 Wacker Neuson SE | Annual Report 2010 Overview Revenue growth EBITDA margin Investments in property, 2011 2012 2013 >15% Double-digit Increase to approx. EUR 1 billion >12% Additional increase Approx. 15% Approx. EUR 100 million Approx. EUR 80 million Approx. EUR 50 million < 35% < 35% < 35% plant and equipment Working capital to revenue ratio Summary forecast Our financial position is already very healthy with an equity ratio of over 80 percent and liquidity of EUR 36.6 million. Our Global economic recovery is fuelling demand for Wacker Neu- strong financial and asset position will help drive growth over son light and compact equipment. Even in the first few weeks the coming two years. of 2011, the compact equipment segment reported that its order book remains healthy. We want our shareholders to share in the success of the Group. We therefore aim to continue our sound dividend policy It is our aim to return to pre-crisis levels as soon as possible. We and plan to make dividend payments in the coming years pro- expect strong performance in fiscal 2011 and fiscal 2012. Invest- vided our projections are accurate. ments from professional rental companies is due to increase worldwide in 2011 and 2012. The rental market is growing in importance worldwide and the drop in investment experienced Munich, March 21, 2011 over the last three years has led to a backlog in demand for equipment – for rental fleets also. The global trend to expand Wacker Neuson SE, Munich and improve infrastructure (such as road and rail networks and telecommunications) and building modernization projects offer The Executive Board great opportunities for our business model. This applies particularly in emerging markets. In addition, our compact equipment portfolio, especially compact excavators and wheel loaders, are still at the beginning of their market lifecycle worldwide – so we Richard Mayer foresee the greatest growth potential in this segment. (Spokesperson) Martin Lehner (Deputy Chairman) We can win new market shares and improve our reach in existing markets by expanding our global sales network. This expansion will probably push our margins slightly below precrisis levels in the medium term. However, we view this as an investment in our future growth. Günther C. Binder Werner Schwind Contents Consolidated Financial Statements 99 Contents Consolidated Financial Statements 18 Provisions for pensions and Consolidated Income Statement 100 Consolidated Total Profit/Loss for the Period 101 Consolidated Balance Sheet 102 19 Other provisions 128 Consolidated Statement of Change in Equity 103 20 Financial liabilities 130 Consolidated Cash Flow Statement 104 21 Trade payables 132 Consolidated Segmentation 105 22 Other current liabilities 132 23 Derivative financial instruments 133 similar obligations 125 Notes to the Consolidated Financial Statements 106 General information on the company 106 Other Information 135 General information on accounting standards 106 24 Contingent liabilities 135 Changes in accounting under IFRS 106 25 Other financial liabilities 135 Accounting and valuation methods 110 26 Additional information on Explanatory Comments on the 138 27 Events since reporting date 141 Income Statement 115 28 Segmentation 141 1 Revenue 115 29 Cash flow statement 142 2 Other income 115 30 Risk management 142 3 Personnel expenses 115 31 Executive bodies 145 4 Other operating expenses 115 32 Related party disclosures 145 5 Financial result 116 33 Auditor’s fee 147 6 Taxes on income 116 34 Declaration regarding the German 7 Earnings per share 117 Corporate Governance Codex 147 35 Availing of exemption provisions according to Section 264 (3) HGB Explanatory Comments on the 147 Balance Sheet 118 8 Property, plant and equipment 118 Responsibility Statement 148 9 Investment properties 119 Unqualified Auditors’ Opinion 149 10 Intangible assets 119 11 Other investments and other non-current assets 122 12 Inventories 123 13 Trade receivables 123 14 Other current assets 123 15 Cash and cash equivalents 123 16 Non-current assets held for sale 124 17 Equity 124 Consolidated Financial Statements financial instruments 100 Wacker Neuson SE | Annual Report 2010 Consolidated Income Statement For the period from January 1 through December 31 in € K Notes Revenue (1) Jan. 1 – Jan. 1 – Dec. 31, 2010 Dec. 31, 2009 757,926 597,013 Cost of sales - 506,881 - 412,911 Gross profit 251,045 184,102 - 143,878 - 135,092 - 22,322 - 20,452 Sales and service expenses Research and development expenses General administrative expenses Other income Other expenses 1 - 52,225 - 47,705 (2) 7,496 12,222 (4) - 3,416 - 106,209 36,700 - 113,134 Profit before interest and tax (EBIT) Financial result (5) Profit before tax (EBT) Taxes on income (6) Profit for the period before minority interests Minority interests Profit for the period Earnings per share (in euros) (diluted and undiluted) 1 In 2009: of which € K 100,338 one-off write-downs on intangible assets. (7) - 3,974 - 2,337 32,726 - 115,471 - 8,098 5,526 24,628 - 109,945 - 694 - 159 23,934 - 110,104 0.34 - 1.57 Consolidated Income Statement Consolidated Total Profit/Loss for the Period 101 Consolidated Total Profit/Loss for the Period For the period from January 1 through December 31 in € K Jan. 1 – Jan. 1 – Dec. 31, 2010 Dec. 31, 2009 24,628 - 109,945 17,777 4,419 - 133 264 (23) - 32 - 1,890 (23) 23 599 Notes Profit before minority interests Items not recognized in profit/ loss for the period Exchange differences Deconsolidation result Securing cash flows: Profit/loss incurred in the current period Tax effects from items in total profit/loss for the period Items not recognized in profit/ loss for the period after tax 17,635 3,392 Total profit/loss for the period before minority interests and after tax 42,263 - 106,553 41,569 - 106,712 Shareholders in the parent company Minority interests Total profit/loss for the period after tax 694 159 42,263 - 106,553 Notes to the Consolidated Financial Statements Of which are attributable to: 102 Wacker Neuson SE | Annual Report 2010 Consolidated Balance Sheet Balance at 31 December in € K Notes Dec. 31, 2010 Dec. 31, 2009 (8) 292,577 267,408 Assets Property, plant and equipment (9) 17,191 2,618 Goodwill Investment property (10) 236,550 236,016 Intangible assets (10) 90,605 87,624 Other investments (11) 5,478 4,144 (6) 17,220 13,344 (11) 14,282 21,542 673,903 632,696 Inventories (12) 183,980 148,301 Trade receivables (13) 121,487 90,837 Deferred taxes Other non-current assets Total non-current assets Marketable securities 1,133 6,165 (14) 12,457 8,715 Cash and cash equivalents (15) 36,559 85,024 Non-current assets held for sale (16) 698 0 356,314 339,042 1,030,217 971,738 Current tax receivables Total current assets Total assets Equity and liabilities Subscribed capital (17) 70,140 70,140 Other reserves (17) 603,676 585,908 Net profit/loss (17) 156,802 133,001 830,618 789,049 Equity before minority interests Minority interests Total equity Long-term borrowings Deferred taxes Long-term provisions 2,473 832,959 791,522 (20) 32,218 33,583 (6) 23,957 25,530 (18) (19) Total non-current liabilities Trade payables 2,341 (21) 30,246 30,167 86,421 89,280 36,207 21,251 Short-term borrowings from banks (20) 5,958 14,889 Current portion of long-term borrowings (20) 12,109 11,698 Short-term provisions (19) 12,317 13,583 470 413 (22) 43,776 29,102 110,837 90,936 1,030,217 971,738 Current tax payable Other current liabilities Total current liabilities Total liabilities Consolidated Balance Sheet Consolidated Statement of Change in Equity 103 Consolidated Statement of Change in Equity Balance at December 31 Equity Exchange Subscri- before Other bed Capital diffe- neutral Net profit/ minority Minority Total in € K capital reserves rences changes loss interests interests equity Balance at January 1, 2009 70,140 618,397 - 36,914 1,033 256,432 909,088 2,731 911,819 Total profit/loss for the period 0 264 4,419 - 1,291 - 110,104 - 106,712 159 - 106,553 Dividends 0 0 0 0 - 13,327 - 13,327 - 417 - 13,744 70,140 618,661 - 32,495 - 258 133,001 789,049 2,473 791,522 0 0 17,777 -9 23,801 41,569 694 42,263 0 0 0 0 0 0 - 540 - 540 Balance at December 31, 2009 Total profit/loss for the period structure Dividends Balance at December 31, 2010 0 0 0 0 0 0 - 286 - 286 70,140 618,661 - 14,718 - 267 156,802 830,618 2,341 832,959 Notes to the Consolidated Financial Statements Change in consolidation 104 Wacker Neuson SE | Annual Report 2010 Consolidated Cash Flow Statement For the period from January 1 through December 31 Jan. 1 – Jan. 1 – Dec. 31, 2010 Dec. 31, 2009 EBT 32,726 - 115,471 Other major non-cash income 41,144 140,309 9,215 3,614 and property, plant and equipment 1,108 - 877 Book value from the disposal of rental equipment 4,858 7,217 Gains/losses from derivatives (cash flow hedging) -9 - 1,291 in € K Notes Foreign exchange result Gains/losses from sale of intangible assets 3,974 2,337 Changes in inventories Financial result - 35,679 68,729 Changes in trade receivables and other assets - 29,892 46,423 Changes in provisions - 1,187 3,350 Changes in trade payables and other liabilities 24,048 - 15,619 Interest paid - 4,172 - 5,521 Income tax received/paid - 3,428 1,950 2,212 3,105 Interest received Cash flow from operating activities Purchase of property, plant and equipment Purchase of intangible assets Proceeds from the sale of property, plant and equipment and intangible assets 44,918 138,255 - 75,618 - 36,281 - 9,344 - 7,120 1,205 3,753 Purchase of marketable securities 0 1,996 Change in consolidation structure - 1,467 - 460 - 85,224 - 38,112 - 286 - 13,744 Proceeds/income from short-term borrowings - 8,623 - 33,676 Proceeds/income from long-term borrowings - 1,365 - 5,400 - 58 - 223 Cash flow from financing activities - 10,332 - 53,043 Increase/decrease in cash and cash equivalents - 50,638 47,100 2,173 585 Cash flow from investing activities Dividends Payment of finance lease liabilities Effect of exchange rates on cash and cash equivalents Change in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period (29) - 48,465 47,685 85,024 37,339 36,559 85,024 Consolidated Cash Flow Statement Consolidated Segmentation 105 Consolidated Segmentation For the period from January 1 through December 31 Primary segmentation (geographical segments) in € K Europe Americas Asia Consolidation Group 2010 Total external sales Less intrasegment sales 779,171 245,573 43,526 - 180,259 - 38,664 - 2,164 598,912 206,909 41,362 Intersegment sales - 40,290 - 38,800 - 10,167 Total 558,622 168,109 31,195 0 757,926 EBIT 26,566 14,383 - 302 - 3,947 36,700 EBITDA 62,613 18,891 321 - 3,981 77,844 Net financial debt - 3,754 20,062 - 2,243 - 339 13,726 176,996 88,930 17,650 - 14,316 269,260 Europe Americas Asia Consolidation Group Working capital in € K 2009 Segment revenue Total external sales 626,782 151,327 33,711 - 137,412 - 22,911 - 1,046 489,370 128,416 32,665 Intersegment sales - 23,659 - 25,300 - 4,479 Total 465,711 103,116 28,186 0 597,013 EBIT - 107,306 - 8,063 789 1,446 - 113,134 27,906 - 3,569 1,428 1,410 27,175 Net financial debt - 29,736 10,639 - 3,882 - 1,875 - 24,854 Working capital 156,778 61,045 10,450 - 10,386 217,887 2010 2009 Less intrasegment sales EBITDA Secondary segmentation (business segments) in € K Segment revenue from external customers Light equipment 296,606 213,494 Compact equipment 274,824 205,321 Services 192,386 183,273 763,816 602,088 - 5,890 - 5,075 757,926 597,013 Less cash discounts Total Notes to the Consolidated Financial Statements Segment revenue 106 Wacker Neuson SE | Annual Report 2010 Notes to the Consolidated Financial Statements General information on the company Changes in accounting under IFRS Wacker Neuson SE is a listed European company (Societas Europeea or SE) headquartered in Munich (Germany). It is Standards and interpretations applied for the first time in the Consolidated Financial Statements. entered in the Register of Companies at the Munich Local The following standards, amendments to standards and inter- Court under HRB 177839. pretations are mandatory as of January 1, 2010. Trading in the company’s shares commenced in May 2007 in Mandatory Date of the Prime Standard segment of the German stock exchange Name Description as of1 endorsement on the regulated market. The company has been listed in the IFRS 1 First-time application of Jan. 1, 2010 June 23, 2010 Jan. 1, 2010 Nov. 25, 2009 Jan. 1, 2010 Mar. 23, 2010 July 1, 2009 June 3, 2009 July 1, 2009 June 3, 2009 July 1, 2009 Sept. 15, International Financial SDAX since September 2007. Reporting Standard (further exceptions) General information on accounting standards IFRS 1 International Financial Reporting Standard (amended The following Consolidated Financial Statements for fiscal 2010 were prepared in accordance with the International Accounting Standards (IAS) as approved and published by the Interna- version) IFRS 2 cash-settled share-based Financial Reporting Standards (IFRS) as interpreted by the payment transactions) IFRS 3 Business combinations (amended version) Financial Reporting Interpretations Committee (IFRIC) as adopted by the EU, and in supplementary compliance with the Share-based payment (recognition of Group tional Accounting Standards Board (IASB) and the International Standing Interpretations Committee (SIC) and International First-time application of IAS 27 Consolidated and separate provisions of the German Commercial Code (HGB) set forth financial statements in Section 315a (1). All valid and binding standards for fiscal (recognition of changes in ownership interests in 2010 have been applied and give a true and fair view of the net subsidiaries that entail a assets, financial position and earnings of the Group. loss of control and changes that do not entail a loss of The Consolidated Financial Statements comprise the consolidated income statement, the statement of comprehensive control) IAS 39 Financial instruments: income, the consolidated balance sheet, the Notes to the Recognition and measure- Consolidated Financial Statements, the consolidated cash flow ment (suitable underlying transactions) statement, as well as the consolidated statement of changes in equity. In addition, a Group Management Report, which was IFRIC 15 IFRIC 16 ros (EUR). All figures are presented in thousand euros (EUR K), rounded to the nearest thousand, unless otherwise stated. IFRIC 17 (which include prior-year figures) were approved for publication by the Executive Board on March 21, 2011. July 22, 2009 Hedges of a net investment July 1, 2009 June 4, 2009 Distributions of non-cash Nov. 1, 2009 Nov. 26, 2009 Nov. 1, 2009 Nov. 27, 2009 Jan. 1, 2010 Mar. 23, 2010 assets to owners IFRIC 18 Transfers of assets from customers Improvements to IFRS Wacker Neuson SE ’s fiscal year corresponds to the calendar year. The Consolidated Financial Statements for fiscal 2010 Jan. 1, 2010 in a foreign operation come statement is prepared in the “cost-of-sales” format. The Consolidated Financial Statements have been prepared in eu- Agreements for the construction of real estate consolidated with the Management Report of the company, was prepared in accordance with Section 315a HGB. The in- 2009 (2007 – 2009) 1 For fiscal years that start on or after this date. Notes to the Consolidated Financial Statements The standards and interpretations to be applied for the first JJ 107 Standard IFRS 9 (Financial Instruments), which deals with time in this fiscal year do not have any significant impact on the the classification and measurement of financial assets, was accounting and valuation methods used by the Group. published on November 12, 2009. This standard must be applied for fiscal years beginning on or after January 1, Standards and interpretations that have been published but not yet applied 2013. This is the first phase of the project to replace IAS 39. The following financial reporting standards have been pub- been adopted in Europe. This is not yet the case. Entities can only apply this standard in Europe once it has lished but have not yet come into force, which is why there is no obligation to apply them yet. Should these financial Line of business reporting standards be endorsed by the European Union With its roots dating back to 1848, Wacker Neuson SE is a (EU endorsement), earlier voluntary adoption would be leading global manufacturer of high-quality light construction feasible. equipment, weighing up to approximately 3 tons, and compact construction equipment, weighing up to approximately Mandatory Date of 14 tons. Wacker Neuson provides a comprehensive one-stop Name Description as of1 endorsement offering, extending from development and production through IFRS 1 Limited scope first-time ex- July 1, 2010 June 30, sales and rentals to repairs and maintenance for light equip- 2010 ment, plus development and production of compact equip- emption from comparative IFRS 7 disclosures Financial instruments: ment. The entire product portfolio comprises over 300 product July, 1, 2011 tbd Q2/2011 Disclosure requirements Baumaschinen AG (now Wacker Neuson Beteiligungs GmbH) (derecognizing financial and its affiliates in 2007, the new consolidated Wacker Neuson assets) IFRS 9 Financial instruments Jan. 1, 2013 delayed IAS 24 Related party disclosures Jan. 1, 2011 July 19, (amended version) IAS 32 Financial instruments: 2009 Feb. 1, 2010 Dec. 23, 2009 Presentation requirements (classification of rights Prepayments of a minimum Jan. 1, 2011 funding requirement IFRIC 19 Extinguishing financial brand “Wacker Neuson”. The company will also continue to market some compact equipment under the “Weidemann” and “Kramer Allrad” brands in the future. Furthermore, the company CLAAS Global Sales GmbH, which has a direct 5.1 percent stake in Kramer-Werke GmbH, distributes telescopic loaders July 19, industry under the brand “CLAAS”. 2010 July 1, 2010 liabilities with equity instru- July 23, Closing date 2010 The closing date for all companies included in the Consoli- ments Improvements to IFRS Group offers its products and services under the new main developed and manufactured by Kramer to the agricultural issues) IFRIC 14 groups. Following the merger with the former Neuson Kramer dated Financial Statements is December 31 of the respective Jan. 1, 20112 (2008 – 2010) tbd year. The current accounting period is January 1, 2010 through Q4/2011 December 31, 2010. For fiscal years that start on or after this date. 2 Varies, in some cases as of July 1, 2010 (IFRS 3 and IAS 27). 1 Consolidation structure In addition to the parent company, Wacker Neuson SE, the Consolidated Financial Statements as at December 31, 2010 First-time application of the above-mentioned standards and include the following entities in which the company has the interpretations is unlikely to substantially change the current following direct or indirect shareholdings: accounting and valuation methods of the company, with the exception of the following amendments: Notes to the Consolidated Financial Statements IFRS 7 108 Wacker Neuson SE | Annual Report 2010 Company Name City Country Drillfix AG Volketswil (near Zurich) Switzerland Direct Indirect as a % as a % 100 Segment Europe Wacker Neuson Equipment Private Ltd. Bangalore India 100 Asia Wacker Neuson Beteiligungs GmbH Leonding (near Linz) Austria 100 Europe Leonding (near Linz) Austria 100 Europe Wacker Neuson Linz GmbH Wacker Neuson Rhymney Ltd. Kramer-Werke GmbH Tredegar Great Britain 100 Europe Pfullendorf Germany 95 Europe Düsseldorf Germany 95 90 Europe Geisingen Germany 100 95 Europe Pfullendorf Germany 100 95 Europe 100 95 Europe PADEM Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Gutmadingen KG STG Stahl- und Maschinenbautechnik Gutmadingen GmbH Wacker Neuson Grundbesitz GmbH & Co. KG Wacker Neuson Grundbesitz Verwaltungs GmbH Wacker Neuson Finance Immorent GmbH Wacker Neuson AB Pfullendorf Germany Leonding (near Linz) Austria 98 Europe Södra Sandby (near Malmö) Sweden 100 Europe Wacker Neuson AG Volketswil (near Zurich) Switzerland 100 Europe Wacker Neuson AS Hagan (near Oslo) Norway 100 Europe Wacker Neuson A/S Karlslunde Denmark 100 Europe Wacker Neuson B.V. Amersfoort Netherlands 100 Europe Wacker Neuson Corporation Menomonee Falls (near Milwaukee) USA 100 Americas Wacker Neuson GmbH Moscow Russia 100 Europe Wacker Neuson GmbH Vienna Austria 100 Europe Wacker Neuson Kft. Törökbálint (near Budapest) Hungary 100 Europe Wacker Neuson Limited Hong Kong China 100 Asia Wacker Neuson Machinery Shenzhen China 100 Asia Wacker Neuson Limited Trading (Shenzhen) Ltd. Co. Samutprakarn (near Bangkok) Thailand 100 Asia Wacker Neuson Ltda. Huechuraba (near Santiago) Chile 100 Americas Wacker Neuson Ltd. Mississauga (near Toronto) Canada 100 Americas Wacker Neuson Ltd. Waltham Cross (near London) Great Britain 100 Europe Wacker Neuson Limited Auckland New Zealand 100 Asia Wacker Neuson Makina Limited Sirketi Küçükbakkalköy (near Istanbul) Turkey 100 Europe Wacker Neuson Manila, Inc. Dasmariñas (near Manila) Philippines 100 Asia Wacker Neuson Máquinas Ltda. Jundiaí (near Sao Paolo) Brazil 100 Americas Wacker Neuson Oy Kerava (near Helsinki) Finland 100 Europe Wacker Neuson Pty Ltd Springvale (near Melbourne) Australia 100 Asia Wacker Neuson (Pty) Ltd Florida (near Johannesburg) South Africa 100 Europe Wacker Neuson, S.A. Torrejón de Ardoz (near Madrid) Spain 100 Europe Wacker Neuson S.A. de C.V. Mexico City Mexico 100 Americas Wacker Neuson S.A.S. Brie Comte Robert (near Paris) France 100 Europe Wacker Neuson Sp. z.o.o. Jawczyce (near Warsaw) Poland 100 Europe Wacker Neuson srl con socio unico San Giorgio di Piano Italy 100 Europe (near Bologna) Wacker Neuson s.r.o. Prague Czech Republic 100 Europe Weidemann GmbH Diemelsee-Flechtdorf Germany 100 Europe Notes to the Consolidated Financial Statements 109 In fiscal 2010 the consolidation structure changed as described below; however these changes do not have any significant impact on the Group’s net assets, financial position and earnings: JJ Wacker Neuson Oy in Kerava, Finland, discontinued business and was deconsolidated on December 31, 2010. JJ During minor restructuring at Kramer-Werke GmbH, the new company Wacker Neuson Grundbesitz GmbH & Co. KG including general partner Wacker Neuson Grundbesitz Verwaltungs GmbH was established as an affiliate of Kramer-Werke GmbH. The following companies have not been included in the consolidation structure in view of their limited significance. Net profit for Indirect as a % €K 413 - 1,598 1,597 - 20 2,058 0 Country Wacker Neuson Kragujevac d.o.o. Serbia 100 Wacker Neuson Lapovo d.o.o. Serbia 100 Wacker Neuson Immobilien GmbH Germany 100 95 Wacker Neuson Wohnungsbau GmbH Germany 100 95 45 0 Austria 100 - 43 - 144 Bauma Baumaschinen Handelsund Vermietungs GmbH Fiscal 2010 saw the following changes to the structure of gent liabilities of the acquired companies are recognized at fair non-consolidated companies: values. JJ JJ matrics Beratungsgesellschaft m.b.H. in Leonding, Austria, During initial consolidation, positive balances remain after was liquidated as planned during the year under review. reevaluation of all hidden assets and liabilities. After January 1, In August 2010, Wacker Neuson GmbH, Vienna, Austria 2003, these are capitalized as goodwill resulting from equity acquired a 100 percent holding in Bauma Baumaschinen consolidation and are subject to an annual impairment test. Handels- und Vermietungs GmbH in Schwechat, Austria, for a purchase price of EUR K 1,191. It only has a minor impact Intercompany receivables and payables as well as purchases on the Group’s net assets, financial position and earnings. and sales between consolidated Group companies have been eliminated. Group inventories and fixed assets have been No significant acquisitions or disposals were made in adjusted for intercompany profits and losses. fiscal 2010. Consolidation transactions affecting income are subject to Consolidation principles deferred tax, whereby deferred tax assets and deferred tax The Consolidated Financial Statements are based on the liabilities are offset provided that the term of payment and the annual financial statements of the domestic and foreign creditors are the same. companies included in the Group, which were prepared in accordance with IFRS. The annual financial statements of Exchange differences these companies were prepared according to the uniform Annual financial statements of the affiliates included in the accounting and valuation methods applied by the company. Group that are prepared in foreign currencies have been translated into euros according to the concept of the func- Equity was consolidated according to the acquisition method. tional currency. The functional currency is taken to refer to the For the first consolidation of subsidiaries acquired after relevant national currency, with the exception of the Philippines January 1, 2003, all identifiable assets, liabilities and contin- (US dollar). Thus, assets and liabilities are translated at the Notes to the Consolidated Financial Statements the period in Direct as a % Equity in € K Company Name 110 Wacker Neuson SE | Annual Report 2010 spot rates of exchange effective at the balance sheet date, With respect to exchange differences without effects on whereas income and expenses are translated at the average profits, please refer to the statement of changes in equity. annual rates of exchange. The exchange rates of the main currencies relevant to the Exchange differences arising from the application of different Group are as follows: exchange rates for balance sheets and income statements are recorded directly as a separate item of equity and thus have no impact on the financial result. 1 Euro equals 2010 2009 Annual average rates Australia AUD 1.4383 2010 2009 Rates at balance sheet date 1.7629 1.3121 1.6010 Brazil BRL 2.3237 2.7626 2.2102 2.4994 Chile CLP 673.6688 770.8597 621.5312 725.4943 Denmark DKK 7.4486 7.4460 7.4555 7.4419 UK GBP 0.8575 0.8907 0.8630 0.8932 Hong Kong HKD 10.2664 10.8170 10.3382 11.0914 India INR 60.4041 67.4647 59.6528 66.8570 Japan JPY 115.2189 130.4779 108.5936 132.5913 Canada CAD 1.3684 1.5792 1.3277 1.5031 Mexico MXN 16.6861 18.8839 16.4480 18.6376 Norway NOK 8.0062 8.7075 7.8231 8.3086 New Zealand NZD 1.8348 2.2051 1.7292 1.9873 Philippines USD 1.3213 1.3955 1.3282 1.4303 Poland PLN 3.9922 4.3516 3.9675 4.1320 Russia RUB 40.2052 44.2682 40.5280 43.3528 Sweden SEK 9.4936 10.5939 8.9814 10.2628 Switzerland CHF 1.3693 1.5089 1.2442 1.4886 South Africa ZAR 9.6328 11.5160 8.8512 10.5714 Thailand THB 41.8465 47.9766 40.1316 47.7704 26.4110 Czech Republic CZK 25.2987 26.4944 25.1760 Turkey TRY 1.9975 2.1674 2.0625 2.1633 Hungary HUF 276.3604 281.4997 279.5330 272.6986 USA USD 1.3213 1.3955 1.3282 1.4303 Accounting and valuation methods Property, plant and equipment In accordance with IAS 16, tangible assets are recognized at Recognition of profits and revenue acquisition costs less scheduled straight-line depreciation. In the case of contracts for the sales of goods, profits are realized when the goods are delivered (passing of risk), whereas Financing costs are capitalized provided there is a qualified profits arising from the provision of services are realized on underlying asset. completion of the work. Operating expenses are recognized when the service has been rendered, or at the date the costs are incurred. Interest income is accrued based on the outstanding principal of the loan and the applicable interest rates. Notes to the Consolidated Financial Statements Investment properties When the Group is the lessor Land and buildings held for the purpose of generating rental Leasing contracts are classified as finance leases if the lease revenue are disclosed at net book value. Straight-line depre- agreement transfers all material risks and rewards associated ciation occurs using the pro rata temporis method. with the leased object to the lessee. All other leasing contracts 111 are classified as operating leases. Goodwill/acquisitions Acquisitions are reported according to the acquisition method. Amounts to be paid by lessees resulting from finance leases Consequently, income of the acquired company is included are entered as receivables in the amount of the net investment in the Consolidated Financial Statements as of the date of value ensuing from the leasing contract. Income from finance acquisition. For foreign companies that are acquired or found- leases is distributed across accounting periods in such a way ed, related acquisition costs are converted to euros at the spot that regular periodic interest is recognized on the outstanding rate effective at the date of purchase. net investment value resulting from the leasing contract. Reported goodwill is subject to an impairment test at the end Rental income from operating leases is distributed and of each fiscal year to verify its value. Goodwill is not subject to reflected in the income statement on a straight-line basis over scheduled straight-line amortization. the duration of the relevant leasing contract. Initial direct costs attributable to the negotiation and conclusion of a leasing con- Intangible assets tract are to be allocated to the book value of the leased asset Intangible assets with a limited useful life are capitalized at and distributed on a straight-line basis over the duration of the acquisition cost and amortized on a straight-line basis depend- leasing contract. ing on their projected useful life. Inventories of work in process and finished products, as well scheduled amortization but are tested for impairment at least as raw materials and supplies, are valued at their acquisition once a year. and manufacturing costs respectively, in accordance with IAS 2. To the extent that acquisition and manufacturing costs of Financing costs are capitalized provided there is a qualified inventories are above fair value, they are written down to net underlying asset. realizable value at the balance sheet date. The net realizable value corresponds to the estimated realizable sales price under normal business conditions, less estimated manufac- Leases turing and sales costs. If the net realizable value of formerly written-down inventories has increased, corresponding write- When the Group is the lessee ups will be made. Leasing transactions regarding tangible assets in which the Group as the lessee bears all material risks and rewards from In determining acquisition costs, incidental acquisition costs the use of the leased object are treated as finance leases are added and rebates to purchase prices are deducted. according to IAS 17. In such cases, the lessee recognizes the Manufacturing costs include all expenses which are allocable leased object as an asset in the balance sheet and the pay- either directly or indirectly to the manufacturing process. ment obligation of future lease installments is disclosed as a liability item. Treatment as a finance lease leads to a deprecia- Acquisition and manufacturing costs for inventories were, for tion expense on the income statement, dependent upon the the main part, determined on the basis of the FIFO method; in useful life of the leased object and the related interest expense. other words, on the assumption that those assets that were acquired first will be consumed first. The moving average cost All other leasing contracts are classified as operating leases. In procedure is also used to simplify valuation. such cases, the leasing installments or the rental payments are shown as an expense in the income statement. Production orders are not included. Notes to the Consolidated Financial Statements Inventories Intangible assets with an unlimited useful life are not subject to 112 Wacker Neuson SE | Annual Report 2010 Financial instruments and hedging transactions Derivative financial instruments are recognized at fair value when the contract into entered into and also when the contract Non-derivative financial instruments is subsequently reevaluated at the respective closing date. Non-derivative financial instruments as disclosed on the assets The fair values are calculated based on market information side of the balance sheet comprise investments, marketable available on the closing date and with the help of recognized securities and receivables. These items are recognized at actuarial principles. amortized cost. Assets are recognized in the balance sheet for the first time when a Group company becomes party to a con- Recognition of gains and losses from derivative financial tract. Financial assets are recognized as of the day of perfor- instruments is subject to the requirements for hedge account- mance. Assets are derecognized upon transfer of ownership or ing as set forth in IAS 39. To this end, upon initiation of such a expiration of contractual rights to cash flows. transaction, both the hedging instrument and the underlying transaction are compared and the goals for risk manage- The carrying amounts of assets valued at amortized cost are ment and the underlying strategy are documented. The Group verified if there is any indication that the book value exceeds verifies initially and continually whether or not the derivatives the useful value or the net realizable value (impairment test). in a hedging relationship will effectively compensate for the Should the book value exceed the net realizable value, the changes in cash flow of the underlying transactions. Deriva- asset is written down. tive financial instruments that do not satisfy hedge accounting requirements are allocated to the assets or liabilities held for Trade receivables and other receivables are recognized at their trading and designated at fair value through profit or loss when nominal values less allowance for doubtful accounts based first recognized and also in subsequent fiscal years. Profits on the probable default risk. Non-current receivables are dis- and losses realized through fair value fluctuations are immedi- counted at standard interest rates. ately recognized. Credit balances with financial institutions are recognized at The interest rate swaps employed by the Group are treated their nominal values. Liabilities are valued at their nominal as cash flow hedges in the balance sheet and changes in fair values or at their higher repayment amounts effective at the value are recorded directly in equity. An interest rate swap closing date. Financial liabilities are recognized in the balance concluded in 2010 does not fulfill the formal requirements of sheet for the first time when a Group company becomes hedge accounting and is therefore recognized in the balance party to a contract. Financial liabilities are derecognized sheet as being held for trading. In foreign exchange forward when paid. contracts that are part of an effective hedge instrument as set forth in IAS 39, hedge accounting in accordance with IAS 39 is Derivative financial instruments applied. Foreign exchange forward contracts without an effec- The Wacker Neuson Group utilizes standard financial instru- tive hedge instrument must be reported in the balance sheet ments such as interest rate swaps/caps and foreign exchange as assets/liabilities held for trading purposes. forward contracts exclusively for hedging purposes and to minimize risks. These kinds of financial instruments are Research and development concluded centrally in the US and Europe and always have a Research expenses are recognized in the consolidated income corresponding underlying transaction. statement in the period in which they are incurred. Derivative financial instruments are utilized to hedge against Development costs are capitalized providing the criteria as set interest rate risks and exchange rate risks. The goal of hedging forth in IAS 38.57 onwards are fulfilled. activities is to reduce risks arising from variable interest rate borrowing and future transactions in foreign currencies. Their Development costs capitalized from 2008 onwards are written maturities are termed to match the terms of the correspond- down over a period of six years. Development costs capitalized ing underlying transactions, and range from several months to in previous years are written down over a period of four to five several years. years. Amortization is taken using the straight-line method. Notes to the Consolidated Financial Statements Trade receivables and other assets Provisions for pensions as disclosed in the balance sheet are Both trade receivables and other assets are principally valued calculated from the value of the actual pension obligations at amortized cost. They are, as a rule, valued at nominal value less the fair value of plan assets as of the balance sheet date. prior to allowances for uncollectable accounts. Provided they Actuarial gains and losses are recognized according to the are financial instruments, they are classified in the category 10-percent corridor rule. 113 “loans and receivables”. Allowances are recognized for the full amount for those receivables and other current assets for Service cost for vested rights to future pension payments which there is a high probability of default. Furthermore, gener- results from the changes in the present value of the obligation. al credit, interest and cash discount risks are recognized. The interest portion of the increase in pension provisions is disclosed under financial results. Payments under defined con- Cash and cash equivalents tribution benefit plans are recognized directly as an expense. Cash and cash equivalents comprise cash on hand and demand deposits. They belong to the category “loans and Other provisions receivables” and have maturities of three months or less. Cash Other provisions are recognized in accordance with IAS 37 if and cash equivalents are recognized at current value, which, the Group has a present legal or constructive obligation as a for liquid funds, is equivalent to the nominal value in euro. result of a past event, which will probably result in an outflow of resources with economic benefits, and when a reliable esti- Non-current assets held for sale mate of the amount can be made. Other provisions are made Non-current assets or groups of assets and liabilities are for all recognizable obligations. Valuation is based on estima- treated in the balance sheet as being held for sale as defined tions of the expected settlement amount on due consideration by IFRS 5 if their carrying value is principally realized through of all business circumstances. classified according to IFRS 5 are valued at the lower of carry- Other provisions are set up for all recognizable risks as well ing amount or fair value less costs to sell. as for all contingent liabilities in the amount of the probable occurrence. Government subsidies Government subsidies are only recognized if there is reasonable Financial liabilities assurance that the relevant criteria are fulfilled and the funding Financial liabilities are recognized at amortized cost by will be approved. Expense-related subsidies are recognized applying the effective interest method and are disclosed under by reducing the book value of the asset. The subsidy is then financial liabilities recognized at amortized cost. recognized as income through a reduced write-down value over the duration of the depreciable asset’s useful life. Deferred taxes With respect to temporary differences between valuations for Pensions and similar obligations tax purposes and balance sheet purposes, for consolidation Provisions for pensions and similar obligations from defined transactions affecting income as well as for tax loss carry- benefit plans are recognized following the projected unit forwards, deferred tax assets and liabilities are set up. credit method, taking into consideration future adjustments in remuneration payments and in pensions in compliance with the Deferred tax assets on tax loss carry-forwards are only rec- regulations as set forth in IAS 19. ognized if the associated reductions in tax are likely to arise in the next five years (maximum) and if they will be applicable Pension obligations in Germany are calculated using the in subsequent periods. Deferred tax was recognized for loss demographic tables for 2005 G developed by Prof. Klaus carry-forwards in the year under review. Heubeck. Pension obligations abroad are calculated using accounting principles and parameters specific to the corre- Deferred tax is calculated at the tax rate valid or approved at sponding country. the balance sheet date of the company likely to be affected by the reversal effects. Notes to the Consolidated Financial Statements a sale transaction rather than through continued use. Assets 114 Wacker Neuson SE | Annual Report 2010 Material discretionary decisions, estimates and assumptions Taxes on income and earnings In preparing the Consolidated Financial Statements, it has ability of future tax benefits is sufficient to justify deferred tax been necessary to make estimates and assumptions which assets. The recognized deferred tax assets may be lower if may influence the carrying amounts of assets and liabilities, the estimates regarding scheduled taxable income and the tax income and expenses as well as contingent liabilities as recog- benefits realizable through available tax strategies are lowered, nized in the balance sheet. The following significant estimates or should changes to current tax legislation restrict the time- and assumptions, together with the uncertainties associated frame or feasibility of future tax benefits. Refer to item 6 “Taxes with the accounting and valuation methods applied are crucial on income” in these Notes for more detailed information. At each closing date, the Group determines whether the prob- in understanding the underlying risks of the financial report and the impact these estimates, assumptions and uncertain- Employee benefits ties could have on the Consolidated Financial Statements: Pensions and similar obligations are calculated in accordance with actuarial valuations. These valuations are based The value of goodwill, assets with an unlimited useful life, development costs (at least one impairment test per year) on a number of factors including statistical values in order The company carries out an impairment test on goodwill, plan assets, expected salary increases and mortality rates. assets of unlimited useful life and capitalized development These actuarial assumptions can deviate considerably from costs once a year or more often if there is indication that an the actual obligations as a result of changed market and asset has been impaired. This involves making estimates economic conditions, resulting in a change in the associated regarding the forecast and discounting of future cash flows. future outlay. For more detailed information, please refer to For more information on the assumptions indicating impair- item 18 “Provisions for pensions and similar obligations” in ment and the sensitivity of these assumptions, please refer to these Notes. to anticipate future events. These factors include actuarial assumptions such as the discount rate, expected return on item 10 “Intangible Assets” in these Notes. Legal risks Indications for tangible and intangible asset impairment (specific to events or circumstances) Legal risks result from legal action against Wacker Neuson SE At each closing date, the Group determines whether there are could have a substantial impact on the net assets, financial any grounds to assume that the book value of a tangible asset position and earnings of the Group. Company management or an item under other intangible assets has been impaired. regularly analyzes the current information available about these In fiscal 2010, no grounds were identified that would indicate cases and recognizes provisions to cover probable obligations. tangible or intangible asset impairment. Assessments are performed by internal and external lawyers. or individual Group companies. The outcome of these disputes When reaching a decision on the need to recognize provi- Useful lives of tangible assets and other intangible assets sions, company management takes sufficient account of the At the end of each fiscal year, the Group assesses the estimat- estimate the amount of the obligation sufficiently reliably. ed useful lives of tangible assets and other intangible assets. The company management assumes that the assessments of the relevant expected useful lives are appropriate. Estimations did not need to be adjusted in 2010. probability of an unfavorable outcome and takes due care to Notes to the Consolidated Financial Statements Explanatory comments on the income statement 1 115 Other personnel costs include redundancy payments to the following extent: Revenue in € K 2010 2009 Redundancy payments 2,102 7,889 With respect to the presentation and composition of revenue by geographic regions and by business segments, please refer The average number of employees broken down according to to the section on segment reporting. fields of activity is as follows for the period under review: in € K Other income in € K Management Foreign exchange gains Income passed on 41 Administration 275 275 Sales 682 719 1,661 Service 573 599 1,548 4,559 Logistics 219 245 897 1,043 Production and technology 1,170 1,148 146 162 3,098 3,189 2010 2009 1,665 Other (cleaning staff, trainees) Proceeds from sale of property, plant and equipment 378 1,902 Recovery of receivables written off 344 173 Insurance reimbursements 214 226 Reimbursements for personnel 212 713 Other income 2,238 1,945 Total 7,496 12,222 3 2009 33 Rental income on investment properties 2010 Total 4 Other operating expenses in € K 2010 2009 Realisierte Währungsverluste 1,323 3,405 793 104 Losses on foreign-exchange Personnel expenses forward contracts Losses on the disposal of property, Personnel expenses are composed as follows: in € K 2010 2009 143,449 130,289 29,481 27,698 Other personnel costs 7,405 10,788 Expenses for pensions 2,758 1,723 183,093 170,498 Wages and salaries Social security contributions Total plant and equipment 759 695 Other expenses 541 1,667 3,416 5,871 0 100,338 3,416 106,209 Value adjustments on goodwill/ brands Total Impairment was recognized on goodwill attributed to the Neuson Kramer Group and/or the Neuson brand value for the first time during fiscal 2009. This resulted in a write-down of The expenses for pensions include the expense for pension benefits without the interest portion of the additions to provisions for pensions, which is recognized under financial results. EUR K 100,338 on intangible assets with unlimited useful lives. Notes to the Consolidated Financial Statements 2 116 Wacker Neuson SE | Annual Report 2010 5 Financial result Reconciliation of calculated tax to actual tax expense: in € K 2010 2009 Interest and similar income 2,094 2,993 58 211 - 1,914 - 61 Income on disposals of financial assets Unrealized gains and losses Interest and similar expenses - 4,212 - 5,480 Total - 3,974 - 2,337 in € K EBT 2010 2009 32,726 - 115,471 Tax at the applicable rate: 29.46% (previous year: 29.46%) Variance in tax rates 9,641 - 34,018 - 1,381 - 597 724 818 0 26,378 Tax effects of non-deductible expenses and tax-exempt income Tax effects of non-deductible goodwill impairment Interest expenses include expenses for interest resulting from Other - 886 1,893 finance lease contracts in the amount of EUR K 28 (previous Total 8,098 - 5,526 year: EUR K 54). Interest income from finance lease contracts in the amount of EUR K 337 (previous year: EUR K 760) is included in interest and similar income. Taxes on income are calculated by applying the Group’s unified tax rate of 29.46 percent to profit before tax (EBT). Profit/loss arising from changes in the fair value of derivative There was no change in the Group tax rate compared with the financial instruments as part of cash flow hedging was rec- previous year. ognized under equity during the fiscal year with no effect on income. Our tax assessment for the current year is based on a corporate income tax rate of 15 percent and a solidarity surcharge of 5.5 percent. Trade tax on income is no longer deductible for 6 Taxes on income the assessment concerning corporate income tax. Trade tax is set at a uniform 3.5 percent. Expense for taxes on income is composed as follows: Actual netted income tax receivables on the closing date amounted to EUR K 663 (previous year: EUR K 5,752). in € K 2010 2009 Current tax expense 13,817 70 Deferred tax expense - 5,719 - 5,596 8,098 - 5,526 Total Notes to the Consolidated Financial Statements Deferred tax assets and liabilities are allocated to the following The tax losses that were not utilized and for which no deferred balance sheet items: tax entitlement was recognized in the balance sheet amount to 117 EUR K 6,648 (previous year: EUR K 4,142). in € K 2010 2009 Provisions for pensions 1,160 1,002 incurred losses in the current or prior reporting period. The Property, plant and equipment 3,685 3,142 reason for the capitalization lies in the improved earnings situ- Loss carry-forwards 3,710 2,359 ation in subsequent years. Inventories 6,853 5,301 443 789 1,026 597 343 154 17,220 13,344 Other Liabilities Receivables Total With respect to deferred tax assets, EUR K 1,203 (previous year: EUR K 1,840) are allocable to individual companies which Deferred tax assets Deferred taxes from derivative financial instruments in the amount of EUR K 144 (previous year: EUR K 121) were recognized directly in equity. 7 Earnings per share Deferred tax liabilities Property, plant and equipment Inventories Provisions for pensions Loss carry-forwards - 18,906 - 19,389 - 7,523 - 8,101 844 337 1,187 1,029 836 800 Other - 395 - 206 Total - 23,957 - 25,530 2010 2009 23,934 - 110,104 70,140 70,140 0.34 - 1.57 0.34 - 1.57 Earnings of the current period attributable to shareholders in € K Weighted average number of shares outstanding during current period Undiluted earnings per share in € Diluted earnings per share Deferred tax recognized in the consolidated balance sheet in € arises from deferred tax as booked by the individual companies. Deferred tax assets and liabilities were netted at the level of the individual company as appropriate. This netting is According to IAS 33, earnings per share are calculated by accounted for in the above table by the positive amounts under dividing the total profit/loss for the period attributable to the heading deferred tax liabilities. Wacker Neuson SE shareholders by the weighted average number of shares issued. There was no share dilution effect in the reporting period shown. Notes to the Consolidated Financial Statements Other intangible assets 118 Wacker Neuson SE | Annual Report 2010 Explanatory comments on the balance sheet 8 Property, plant and equipment Payments Office and on account/ Land and Machinery and other equip- Assets under buildings equipment ment construction Total 203,283 176,542 63,585 19,573 462,983 3,897 5,441 1,543 6 10,887 22,998 28,532 9,495 14,593 75,618 Disposals - 2,012 - 17,073 - 6,717 0 - 25,802 Transfers - 6,330 27 419 - 11,487 - 17,371 221,836 193,469 68,325 22,685 506,315 52,972 99,538 43,065 0 195,575 990 3,481 1,118 0 5,589 5,900 22,118 6,243 0 34,261 Disposals - 716 - 11,913 - 6,332 0 - 18,961 Transfers - 2,723 - 226 223 0 - 2,726 Balance at December 31, 2010 56,423 112,998 44,317 0 213,738 Balance at December 31, 2009 150,311 77,004 20,520 19,573 267,408 Balance at December 31, 2010 165,413 80,471 24,008 22,685 292,577 3 – 50 2 – 10 1 – 20 in € K Acquisition costs Balance at January 1, 2010 Currency translation differences Additions Balance at December 31, 2010 Accumulated depreciation Balance at January 1, 2010 Currency translation differences Additions Useful life in years Payments in € K Office and on account/ Land and Machinery and other equip- Assets under buildings equipment ment construction Total 196,163 188,335 61,008 13,813 459,319 Acquisition costs Balance at January 1, 2009 Currency translation differences 794 - 823 418 1 390 Additions 6,079 13,416 5,630 11,156 36,281 Disposals - 2,507 - 26,434 - 3,701 - 32 - 32,674 Transfers Balance at December 31, 2009 2,754 2,048 230 - 5,365 - 333 203,283 176,542 63,585 19,573 462,983 49,030 97,128 40,227 0 186,385 Accumulated depreciation Balance at January 1, 2009 Currency translation differences 128 - 507 275 0 - 104 Additions 5,329 21,871 5,806 0 33,006 Disposals - 1,336 - 18,918 - 3,279 0 - 23,533 Transfers Balance at December 31, 2009 - 179 - 36 36 0 - 179 52,972 99,538 43,065 0 195,575 Balance at December 31, 2008 147,133 91,207 20,781 13,813 272,934 Balance at December 31, 2009 150,311 77,004 20,520 19,573 267,408 3 – 66 2 – 10 1 – 20 Useful life in years Notes to the Consolidated Financial Statements Amounts recognized for land and buildings as well as office The reported depreciation methods and useful lives only affect and other equipment include the book values of finance the buildings listed. 119 lease contracts. Machinery and equipment includes rental equipment. The profit derived from investment property is shown in the table below: Under the disposals of land and buildings, EUR K 712 relates to purchase costs and EUR K 14 to accumulated depreciation on the reclassification of a property in Tokyo, Japan, recog- in € K 2010 2009 nized in the balance sheet as “Non-current assets held for Rental income 1,665 1,661 sale”. Depreciation and amortization - 255 - 254 Other expenses Capitalized borrowing costs only had a minor impact in 2010. 9 - 19 - 192 1,391 1,215 2010 2009 236,016 326,059 0 - 89,540 for Weidemann GmbH - 28 - 332 Foreign currency fluctuations 562 - 171 236,550 236,016 Total Investment properties 10 Intangible assets The table below shows the development of investment proper- a) Goodwill ties held during the years 2009 and 2010: 2010 2009 7,381 7,041 6 7 Write-down resulting from Additions 223 0 impairment test Disposals 0 0 Post-purchase reduction in Transfers 17,335 333 24,945 7,381 Acquisition costs in € K Balance at January 1 Exchange differences Balance at December 31 As at Januar 1 purchase price Goodwill as at December 31 Accumulated depreciation Balance at January 1 4,763 4,333 Additions 255 251 Disposals 0 0 Transfers 2,736 179 7,754 4,763 2,618 2,708 17,191 2,618 Balance at December 31 Book value on January 1 Book value on December 31 Investment properties include the following land and buildings, which have all been rented to third parties or are intended to be rented to third parties: Property Überlingen Book value in €K Fair value in €K Calculation method Depreciation method Useful life 12,158 13,195 Survey/German income Linear 50 years approach England 3,063 3,063 Survey – – Gutmandingen 1,560 2,100 Survey/German income Linear 17 years 219 222 Survey/German income Linear 50 years approach Spain approach Dortmund South Africa 151 207 Discounted cash flow Linear 3 years 40 407 Official market prices – – Notes to the Consolidated Financial Statements Goodwill developed as follows: in € K 120 Wacker Neuson SE | Annual Report 2010 b) Other intangible assets Internally in € K Licenses and Other intangible produced Payments on similar rights assets intangible assets account Total 20,077 101,422 7,901 4,411 133,811 464 361 98 155 1,078 Acquisition costs Balance at January 1, 2010 Currency translation differences Additions 4,906 0 1,508 2,930 9,344 Disposals - 1,227 0 - 869 - 207 - 2,303 1,082 0 1,462 - 2,508 36 25,302 101,783 10,100 4,781 141,966 12,434 31,134 2,619 0 46,187 398 135 11 0 544 Additions 916 4,088 1,624 0 6,628 Disposals - 1,184 0 - 817 0 - 2,001 Transfers Balance at December 31, 2010 Accumulated amortization Balance at January 1, 2010 Currency translation differences Transfers Balance at December 31, 2010 3 0 0 0 3 12,567 35,357 3,437 0 51,361 Book value on December 31, 2009 7,643 70,288 5,282 4,411 87,624 Book value on December 31, 2010 12,735 66,426 6,663 4,781 90,605 3–8 0–7 6 – Licenses and Other intangible produced Payments on similar rights assets intangible assets account Total 128,181 Useful life in years Internally in € K Acquisition costs Balance at January 1, 2009 18,935 101,532 5,096 2,618 Currency translation differences - 105 - 110 -3 - 34 - 252 Additions 1,761 0 1,406 3,953 7,120 Disposals - 581 0 - 451 - 206 - 1,238 Transfers 67 0 1,853 - 1,920 0 20,077 101,422 7,901 4,411 133,811 11,801 16,315 1,627 0 29,743 - 95 - 43 -3 0 - 141 Additions 1,204 14,862 1,444 0 17,510 Disposals - 476 0 - 449 0 - 925 Transfers 0 0 0 0 0 12,434 31,134 2,619 0 46,187 Book value on December 31, 2008 7,134 85,217 3,469 2,618 98,438 Book value on December 31, 2009 7,643 70,288 5,282 4,411 87,624 3–8 0–8 6 – Balance at December 31, 2009 Accumulated amortization Balance at January 1, 2009 Currency translation differences Balance at December 31, 2009 Useful life in years Notes to the Consolidated Financial Statements 121 The expected residual useful lives and residual book values of other intangible assets are as follows: in € K Book value on Dec. 31, 2010 Book value on Dec. 31, 2009 54,040 54,040 Indefinite 9,688 13,342 max. 3 years 2,698 2,906 7 years 66,426 70,288 Brands Technologies Customer base Total Useful life the brand name “Weidemann” resulting from the acquisition of c) Impairment of goodwill and intangible assets with an unlimited useful life Weidemann GmbH in 2005. Due to the strong market position The goodwill and indefinite-lived “Weidemann” and “Neuson” of Weidemann GmbH, the brand name and trademark are con- brands obtained through mergers were allocated for impair- sidered to have an indefinite useful life. ment testing to the following cash-generating units within the Furthermore, other intangible assets include EUR K 22,000 for Americas or European segments: Arising from the merger with the Neuson Kramer Group, EUR K 32,040 was recognized for the brand name. This is also JJ Wacker Neuson Corporation (USA) considered to have an indefinite useful life due to the compa- JJ Weidemann GmbH (Germany) ny’s strong market position. Wacker Neuson SE does not own JJ Wacker Neuson Beteiligungs GmbH (subgroup/Austria) the “Neuson” logo. This is owned by the PIN Private Trust (PIN Privatstiftung), which is part of the group founded by Chairman The pro-rata book values break down as follows: assumptions, however, the company has an exclusive, irrevocable and unlimited license to use this brand in conjunction in € K with the name “Wacker”. The write-downs recognized for 2009 Weidemann GmbH do include write-downs of the Neuson brand EUR K 10,798. Book value of goodwill Dec. 31, 2010 Dec. 31, 2009 24,232 24,260 22,000 22,000 7,870 7,308 – – 204,448 204,448 Book value of the Intangible assets created internally refer to capitalized devel- indefinite-lived brand opment costs. Wacker Neuson Corporation Book value of goodwill The down-payments effected relate primarily to development Book value of the costs for projects not yet completed at the closing date. indefinite-lived brand Wacker Neuson Capitalized borrowing costs only had a minor impact in 2010. Beteiligungs GmbH Book value of goodwill Book value of the indefinite-lived brand Book value of goodwill 32,040 32,040 236,550 236,016 54,040 54,040 Book value of the indefinite-lived brand Notes to the Consolidated Financial Statements of the Supervisory Board, Hans Neunteufel. Subject to certain 122 Wacker Neuson SE | Annual Report 2010 The carrying amounts of goodwill and indefinite-lived brands Discount rates – reflect the management’s assessment of are verified during the annual impairment test. For this pur- the risks associated with cash-generating units. This includes pose, the book value is compared with the “fair value less cost a risk-free and risk-weighted rate. A weighted average cost to sell. The “fair value less cost to sell” is determined using the of capital (WACC) after tax at a uniform rate of 8.38 percent discounted cash flow method. Future cash flows are discount- (previous year: 9.35 percent) was applied. ed to the respective balance sheet date. Value is impaired if “fair value less cost to sell” is lower than the book value. In Price increases of raw materials – actual past price fiscal 2010, no value impairments were recognized (previous fluctuations are used as indicators for estimating future price year: EUR K 100,338). Of this 2009 amount, EUR K 89,540 was developments. attributable to goodwill impairment and EUR K 10,798 to brand impairment. The 2009 impairment was allocated to the Europe Growth rate estimates – management and affiliates estimate segment. growth rates based on local market dynamics. A growth rate of 1 percent has been projected for perpetual annuity (previous The calculation of “fair value less cost to sell” is based on year: 1 percent). assumptions, which in turn are dependent on the following uncertain estimates: Sensitivity of assumptions – even if no growth rate had been applied in perpetual annuity or if WACC had been set 1 percent JJ Free cash flow higher there would have been no need to recognize impairment JJ Discount rates for any of the cash-generating units. JJ Price increases for raw materials and supplies JJ Underlying growth rates for cash-flow predictions outside of the budget period 11 Other investments and other non-current assets Free cash flow – free cash flow is calculated based on a detailed planning phase from 2011 to 2020. Growth rates At December 31, 2010, the book value of investments totaled are determined for the first three budget years (up to 2013) EUR K 5,478 (previous year: EUR K 4,144). The companies in based on market conditions. Adjustments were made based question are not consolidated. For further details, please see on payout plans. When performing the goodwill impairment the information on the consolidation structure in the general test, it is assumed that the entire distributable cash flow is information on accounting standards. paid out each fiscal year. Distributable cash flow refers to free cash flow after interest payments, tax shields and increases Other non-current assets are composed of the following and reductions in borrowings. Care is taken to ensure that components: the cash flow distribution does not reduce the share capital. After 2013, management anticipates results and growth rates that more strongly align with past values. In other words, the company is not expected to achieve the balanced position as assumed, for example, in the perpetual annuity assessment by the year 2014. The detailed planning phase from 2014 to 2020 is therefore derived from past company figures. In the process, a growth in revenue of 2.5 percent per year from 2014 to 2020 in € K Dec. 31, 2010 Dec. 31, 2009 Non-current trade receivables 6,728 14,841 Investment securities 3,540 3,094 99 99 Loans Other non-current assets Total 3,915 3,508 14,282 21,542 is allocated to the three cash-generating units Weidemann GmbH (Germany), Wacker Neuson Corporation and Neuson The non-current trade receivables mainly result from hire- Kramer Gruppe (Wacker Neuson Beteiligungs GmbH). purchase agreements and finance leases. Notes to the Consolidated Financial Statements 12 Inventories in € K 123 Allowance for doubtful accounts developed as follows: Dec. 31, 2010 Dec. 31, 2009 Raw materials and supplies 48,441 33,882 Works in progress 12,079 7,354 Finished goods 123,460 107,065 Additions Total 183,980 148,301 Amortization/depreciation in € K 2010 2009 Balance at January 1 6,672 6,632 Exchange rate differences 172 76 2,046 2,508 - 1,203 - 1,451 Reversals - 851 - 1,093 Balance at December 31 6,836 6,672 An expense of EUR K 472,997 (previous year: EUR K 385,119) was recorded under acquisition and manufacturing costs for inventories. Trade receivables are derived from trading with a large number of companies from different industries and regions. Regular Of the reported inventories, EUR K 47,397 (previous year: credit checks verify the financial stability of receivables. Allow- EUR K 35,785) are recognized at net realizable value. Write- ances for doubtful accounts are made where necessary. downs on inventories recognized as an expense amount to EUR K 2,734 in the reporting period (previous year: The fair value is a reasonable approximation of the book value EUR K 2,958). Write-ups on inventories recognized as income since all receivables are due within less than one year. amount to EUR K 0 in the reporting period (previous year: EUR K 0). 14 Other current assets Similar to 2009, no inventories were pledged as collateral for in € K 13 Trade receivables Trade receivables have the following components: Dec. 31, 2010 Dec. 31, 2009 Advance payments 4,380 4,354 Receivables from employees 2,760 1,193 Sales tax 2,479 994 810 169 companies 172 124 Derivatives 56 0 Other 1,800 1,881 Total 12,457 8,715 Travel advances Receivables from associated in € K Trade receivables at nominal value Dec. 31, 2010 Dec. 31, 2009 128,323 97,509 Less allowance for doubtful accounts Total - 6,836 - 6,672 121,487 90,837 The fair value is a reasonable approximation of the book value since all items have a maturity of less than one year. As of December 31, 2010, trade receivables (at nominal value) were broken down as follows: 15 in € K Trade receivables 2010 2009 128,323 97,509 118,497 91,337 Nominal value of trade receivables written down or not due Overdue at nominal value but not written down < 30 days 5,808 2,375 2,352 2,243 1,666 1,554 Overdue at nominal value but not written down 30 – 90 days Overdue at nominal value but not written down > 90 days Cash and cash equivalents in € K Petty cash Dec. 31, 2010 Dec. 31, 2009 32,063 51,789 Bank balances 4,317 33,100 Cash deposits 179 135 36,559 85,024 Total Notes to the Consolidated Financial Statements liabilities during the period under review. 124 Wacker Neuson SE | Annual Report 2010 Cash on hand and bank balances in foreign currencies are In addition to subscribed capital, the components of equity are converted at the spot rates. as follows: Interest accrues at variable rates on the daily cash bank balances. Depending on the company’s liquidity requirements, in € K Dec. 31, 2010 Dec. 31, 2009 short-term, term accounts running from one day to three Capital reserves months were set up. The term money yielded interest at the Other neutral assets 618,661 618,661 - 267 agreed prevailing rates. - 258 Exchange rate differences - 14,718 - 32,495 Total 603,676 585,908 Bank balances in the amount of EUR K 51,032 (including cash pool current account balances) were netted against liabilities from cash pool current bank balances amounting to The capital reserves primarily result from share premiums EUR K 18,969, as a net balance (offset option) was agreed with in connection with the IPO and the merger with Wacker the cash pool bank. Current account balances at December 31, Neuson Beteiligungs GmbH (formerly Neuson Kramer 2010, after netting, amounted to EUR K 32,063 (previous year: Baumaschinen AG). EUR K 51,789). The company did not hold any treasury shares at December 31, 2010 or at any point during the 2010 fiscal year. 16 Non-current assets held for sale Retained earnings developed as follows: in € K Non-current assets held for sale Dec. 31, 2010 Dec. 31, 2009 698 0 in € K Balance at January 1 Dividends for respective fiscal year In December 2010, a property in Tokyo, Japan, previously Consolidated earnings reported in property, plant and equipment, was reclassified as Balance at December 31 Dec. 31, 2010 Dec. 31, 2009 133,001 256,432 0 -13,327 23,801 -110,104 156,802 133,001 a non-current asset held for sale. Reclassification resulted from a brokerage contract closed in November 2010. No dividends were paid in 2010 (previous year: EUR K 13,327; per share: EUR 0.19). 17 Equity Refer to the statement of changes in equity for further details Subscribed capital amounting to EUR K 70,140 is divided into on equity. 70,140,000 individual no-par-value registered shares, each Authorized Capital I representing a proportionate amount of the share capital of JJ EUR 1.00. The share capital was fully paid-in at the closing According to Article 3 (3) of the Articles of Incorporation, the date of the Consolidated Financial Statements. Executive Board is authorized to increase the company’s share capital by April 12, 2012, with the approval of the Supervisory Board, by issuing new, registered shares against cash contributions, in full or in partial amounts, on one or several occasions, however at the most by a maximum of EUR 1,000,000 (Authorized Capital I). Notes to the Consolidated Financial Statements JJ Authorized Capital II 125 At the parent company pension commitments due to enter According to Article 3 (4) of the Articles of Incorporation, the into effect as of retirement age also exist vis-à-vis Executive Executive Board is also authorized to increase the com- Board members as well as former executives and shareholders. pany’s share capital by April 12, 2012, with the approval of the Supervisory Board, by issuing new, registered shares against For the remaining domestic and foreign companies, the contributions in kind, in full or in partial amounts, on one or schemes partly provide for a lump-sum payment which is several occasions, however at the most by a maximum of based on the salary at retirement age multiplied by a factor EUR 5,360,000 (Authorized Capital II). based on years of service with the company, and partly for pension payments from retirement until death based on the JJ Rights, preferential rights or restrictions on shares There are pool agreements between some shareholders and employee’s earnings to those who fulfill the time-of-service requirements, which differ from country to country. companies of the Wacker family on the one hand, and companies and shareholders of Neuson on the other, which essen- Foreign affiliates also have defined contribution plans. In such tially regulate the exercise of voting and petition rights at the cases, the respective company makes contributions to the AGM and restrict the transfer of shares. The Lehner sharehold- respective pension insurance schemes either because of legal ers have issued a Neuson shareholder with a voting proxy for requirements or contracted agreements. There is no further the shares they acquired. Two members of the Executive Board obligation for the company beyond these payments. The peri- have received shares in the company as part of their remunera- odic contributions are recognized as an expense under profit tion. The company has an unrestricted, preferential purchase before interest and tax (EBIT) in the respective year. or acquisition right over some of these shares in the event that they are transferred. For detailed information, please refer to The actuarial valuation is based on the following assumptions: the transfer of shares”, page 85. in 2010 2009 % 4.00 5.50 % 2.00 2.00 Benefit plans for parent 18 Provisions for pensions and similar obligations company Discount rate Future pension in € K Provisions for pension obligations Dec. 31, 2010 22,557 Dec. 31, 2009 21,663 Provisions for other obligations to employees Total 2,301 2,164 24,858 23,827 increases expected Expected return on plan assets Retirement age % 4.00 4.00 years 60 60 % 4.16 5.34 % 1.55 2.30 % 5.44 5.59 years 63 63 Other benefit plans1 Discount rate Within the company there are different types of retirement benefit schemes worldwide for old age and surviving dependents’ pensions. Most of the schemes provide for the payment of fixed lump-sum amounts. The others are defined retirement plans with a pension paid from retirement until death. The amounts to be paid are based on the respective employee’s ranking (both with respect to salary as well as hierarchy) as well as her/his years of service to the company. Future pension increases expected Expected return on plan assets Retirement age 1 Weighted average of the individual benefit schemes Notes to the Consolidated Financial Statements the Management Report “Restrictions affecting voting rights or 126 Wacker Neuson SE | Annual Report 2010 Pension obligations are distributed as follows: in € K Financing status in € K Dec. 31, 2010 Dec. 31, 2009 22,456 19,672 Provisions for pension plans, not funded 2010 2009 31,525 25,311 - 6,726 - 1,582 59 98 24,858 23,827 Actuarial gains/losses not yet recognized Plan surplus Accruals for pensions at Provisions for pension plans, fully or partly funded 14,370 10,486 Total 36,826 30,158 December 31 The losses above and beyond the 10-percent corridor are amortized over the average remaining years until retirement – The changes in the present value of pension obligations and of some 15 years in Germany’s case. Amortization of the related plan assets are as follows: amounts in 2010 and 2009 is part of total pension expense. Plan assets primarily comprise pension liability insurance in € K 2010 2009 where future payments are pledged in favor of the entitled recipient. Changes in the present value of pension obligations Balance at January 1 Current service costs 30,158 25,951 889 863 Interest expense 1,541 1,596 Actuarial gains/losses 4,962 3,458 171 - 40 - 1,481 - 1,630 Actuarial gains/losses 643 0 Curtailments and settlements - 57 - 40 36,826 30,158 Changes in exchange rates Paid benefits Present value of obligations at December 31 Pension expenses are as follows: in € K 2010 2009 889 863 Interest expense 1,541 1,596 Expected return on plan assets - 203 - 172 Current service costs Actuarial gains/losses - 37 Effect of plan curtailments and settlements 643 - 305 Past service cost - 14 - 70 2,819 1,912 Pension expense from defined benefit plans in € K 2010 2009 Pension expense from defined Changes in fair value of plan contribution plans assets Total pension expense Balance at January 1 Expected return on plan assets Actuarial gains/losses Changes in exchange rate 4,847 4,138 203 172 - 183 - 50 17 0 Employer’s contributions 458 614 Curtailments and settlements - 41 - 27 5,301 4,847 Plan assets at December 31 659 547 3,478 2,459 Notes to the Consolidated Financial Statements Interest expense ensuing from pension obligations is recog- The following actual return on plan assets was recognized for nized in the financial result. The remaining pension expense is fiscal years 2010 and 2009: 127 part of personnel costs shown in the appropriate functional line of the income statement. in € K The valuation date for the current value of plan assets and the Actual return on plan assets 2010 2009 22 124 present value of obligations is December 31 for each year. The base value for the calculation of unaccrued interest concerning pension obligations is the present value of obligations as Only the Wacker Neuson Corporation (USA) benefits plan of January 1. The base value for the anticipated return on plan requires the payment of healthcare contributions. The following assets is the current value as of January 1. Transfers during the table shows the effects of a one percentage point increase or year are accounted for on a pro-rata basis. reduction in assumed healthcare costs: The contributions expected to be made to German plan assets in € K in 2011 amount to EUR K 600. Additions Reversals 20 - 16 89 - 74 18 - 15 64 - 53 2010 The following overview shows the projected pension pay-outs Effect on service cost and for the next five years: interest expense Effect on the present value of pension obligations Due in 2011 1,575 Due in 2012 1,548 Due in 2013 1,615 Due in 2014 1,586 Due in 2015 1,862 2009 Effect on service cost and interest expense Effect on the present value of pension obligations The following information applies to the period 2006 through 2010: in € K Dec. 31, 2010 Dec. 31, 2009 Dec. 31, 2008 Dec. 31, 2007 Dec. 31, 2006 36,826 30,158 25,951 27,606 14,137 5,301 4,847 4,138 3,496 2,698 31,525 25,311 21,813 24,110 11,439 276 194 129 80 24 - 188 - 62 83 110 - 184 Present value of performance-oriented obligations Fair value of the plan assets Plan surplus /deficit Experience adjustments of plan liabilities of plan assets Notes to the Consolidated Financial Statements in € K 128 Wacker Neuson SE | Annual Report 2010 19 Other provisions Other provisions are as follows: Balance in € K Balance Jan. 1, 2010 Currency Utilization Additions Reversals Dec. 31, 2010 5,979 111 1,957 4,794 287 8,640 10,062 60 5,177 2,134 554 6,525 504 Provisions Warranties Obligations towards employees Professional fees 368 3 318 504 53 Litigation costs 934 37 365 234 385 455 2,580 77 1,404 796 468 1,581 19,923 288 9,221 8,462 1,747 17,705 Dec. 31, 2009 Other provisions Total Changes in consolidation Balance structure / Jan. 1, 2009 Currency Utilization Additions Reversals Warranties 6,914 65 2,343 2,776 1,433 5,979 Obligations towards employees 5,949 74 2,131 6,224 54 10,062 361 3 364 385 17 368 in € K Balance Provisions Professional fees Litigation costs Other provisions Total 389 -4 9 558 0 934 2,601 74 1,613 1,847 329 2,580 16,214 212 6,460 11,790 1,833 19,923 Notes to the Consolidated Financial Statements 129 The due dates of the above provisions are distributed as follows: in € K Short-term (< 1 year) Long-term (> 1 year) Balance Dec. 31, 2010 Warranties 7,507 1,133 8,640 Obligations towards employees 3,000 3,525 6,525 502 2 504 Provisions Professional fees 41 414 455 1,267 314 1,581 Total 12,317 5,388 17,705 in € K Short-term (< 1 year) Long-term (> 1 year) Balance Dec. 31, 2009 Warranties 4,920 1,059 5,979 Obligations towards employees 5,732 4,330 10,062 368 0 368 Litigation costs Other provisions Professional fees Litigation costs Other provisions Total 308 626 934 2,255 325 2,580 13,583 6,340 19,923 The increase in discounts for non-current provisions from Company obligations from employee work accounts are offset December 31, 2009 through December 31, 2010 amounted to against securities classified as assets, which are created in EUR K 20 (2009: EUR K 24) for obligations towards employees order to secure these claims. Obligations from work accounts based on the respectively valid assessment basis. amount to EUR K 669. The cost of acquiring the securities amounted to EUR K 659 and the fair value at December 31, Obligations towards employees includes other provisions for employees nearing pension age who are working part-time and for whom claims for reimbursement against the German tax office amounted to EUR K 335 in 2010 and EUR K 297 in 2009. 2010 was EUR K 669, of which EUR K 669 is offset. Notes to the Consolidated Financial Statements Provisions 130 Wacker Neuson SE | Annual Report 2010 20 Financial liabilities Financial liabilities comprise the amounts recognized under the balance sheet items long-term borrowings (EUR K 32,218); short-term borrowings from banks (EUR K 5,958); and current portion of long-term borrowings (EUR K 12,109): in € K Dec. 31, 2010 Up to 1 year 1 to 5 years Over 5 years 39,998 17,956 18,833 3,209 9,741 0 9,741 0 546 111 435 0 0 0 0 0 Total 50,285 18,067 29,009 3,209 in € K Borrowings from banks Bonds Liabilities from finance leases Other non-current liabilities Dec. 31, 2009 Up to 1 year 1 to 5 years Over 5 years Borrowings from banks 40,075 16,421 20,098 3,556 Bonds 19,450 10,000 9,450 0 582 103 385 94 63 63 0 0 60,170 26,587 29,933 3,650 Liabilities from finance leases Other non-current liabilities Total Borrowings from banks Borrowings from banks include the following items: Dec. 31, Interest rate Interest 2010 in € K as a percentage rate type Amortizing loans in USD 10,917 1 mo. USD Libor + 3.75 fixed1 May 31, 2012 Loan to purchase a tract of land 10,000 6 mo. Euribor + 1.85 fixed1 January 1, 2016 Financing of Weidemann GmbH 7,800 12 mo. EUR Libor + 0.65 fixed1 June 30, 2012 Long-term loan 4,756 6.00 fixed 5,910 11.88 variable 242 7.32 variable Borrowings from banks Due dates Either 1, 3, 6 or Subtotal on fixed interest rate loans > 1 year 33,473 € K 5,343 < 1 year or Loans in Brazilian reals Loan in Chilean pesos Export incentive credit line Other borrowings from banks Subtotal on variable interest rate loans Total 1 € K 567 > 1 year < 1 year Can be terminated each year 100 1.45 variable on March 31 273 < 0.19 variable < 1 year 6,525 39,998 Loan converted from variable to fixed rate through a hedge. For more information, see section 23 on derivative financial instruments in these notes. Notes to the Consolidated Financial Statements Dec. 31, 2009 Interest rate Interest in € K as a percentage rate type Borrowings from banks 131 Due dates either 1, 3, 6 or Financing of Weidemann GmbH 13,200 12 mo. EUR Libor + 0.65 fixed1 June 30, 2012 Amortizing loans in USD 11,606 1 mo. USD Libor + 3.75 fixed1 May 31, 2012 5,014 6.00 fixed Long-term loan Subtotal on fixed interest rate loans > 1 year 29,820 € K 4,789 < 1 year or Loans in Brazilian reals 5,325 11.88 variable € K 536 > 1 year Amortizing loans in USD 4,405 1 mo. USD Libor + 3.75 variable May 31, 2012 425 6 mo. Euribor + 1.85 variable Loan to purchase a tract of land January 1, 2016 Can be terminated each year Export incentive credit line 100 Subtotal on variable interest rate loans 10,255 Total 40,075 1 1.55 variable on March 31 Loan converted from variable to fixed rate through a hedge. For more information, see section 23 on derivative financial instruments in these notes. Refer to item 30 “Risk management” in these Notes for The book values of borrowings from banks with variable and information on the sensitivity of interest risks associated with fixed interest rates were reported in the following currencies variable-interest borrowings. (equivalent in EUR): firmed in writing but were not utilized by Wacker Neuson SE: in € K in € K 2010 2009 20,000 20,000 15,058 13,983 5,000 10,000 2,000 2,000 Fifth credit line (T4M + 0.9 percent) 300 0 Sixth credit line (14.5 percent) 194 185 Seventh credit line (11.0 percent) 56 47 Eighth credit line (7.5 percent) 25 25 42,633 46,240 First credit line (3 mo. Euribor + 0.5 percent) Second credit line in USD (1 mo. Libor + 2.0 percent) Third credit line (Eonia + 1.25 percent) Total 2009 22,929 18,739 USD (USA) 10,917 16,011 BRL (Brazil) 5,910 5,325 CLP (Chile) Total 242 0 39,998 40,075 The fair values of financial liabilities are reasonable approxima- Fourth credit line (Eonia/Euribor as fixed rate loan + 1.0 percent) 2010 Euro tions of the book values. Bonds Wacker Neuson Linz GmbH (legal successor to Neuson Finance GmbH) has issued a bond amounting to a total nominal value of EUR 10 million (book value: EUR K 9,741). This is listed on the Third Market multilateral trading facility (MTF) of the Vienna Stock Exchange. Notes to the Consolidated Financial Statements The following table lists the credit lines that have been con- 132 Wacker Neuson SE | Annual Report 2010 Dec. 31, 2010 Dec. 31, 2010 Total nominal Interest rate value as a % in € K structure or controlling interests – also vis-à-vis a key affiliate Due date September 30, Bundled bond 10,000 3.76 2010 (for example, through the sale of a majority shareholding) and this change has a negative impact on the ability of the bond issuer to meet liabilities. The change as described may also be a gradual process. JJ Export incentive credit line (KRR credit line): In the previous year, Wacker Neuson Linz GmbH (legal This credit is used exclusively to finance receivables from export successor to Neuson Finance GmbH) issued two bonds trade. Amounts accruing to the bank under this loan agreement amounting to a total nominal value of EUR 20 million (book are secured by a global debt assignment provision and a bill of value: EUR K 19,450). These are listed on the Third Market surety. multilateral trading facility (MTF) of the Vienna Stock Exchange. 21 Dec. 31, 2010 Dec. 31, 2010 Total nominal Interest rate value as a % 10,000 3.76 in € K Trade payables As of December 31, 2010, trade receivables (at nominal value) were broken down as follows: Due dates September 30, Bundled bond Bond with an Austrian bank 2012 September 8, 10,000 3.41 2010 in € K 2010 2009 Trade payables 36,207 21,251 Book value due < 30 days 34,571 15,521 1,497 3,112 139 2,618 Book value due 30–90 days Book value due > 90 days Financial covenants Financial covenants exist for the following financial instruments Interest does not accrue on trade payables. of Wacker Neuson SE: JJ Loan contract to finance the purchase of Weidemann GmbH The loan contract contains a clause under which the company is bound to pledge its shares held in Weidemann GmbH to the bank as security should circumstances arise or become public that would justify the issuing of a higher risk assessment by the bank. With respect to the borrower’s share of the business in Weidemann GmbH, there is an obligation not to execute power of disposal (sale) and to refrain from making any binding decla- 22 Other current liabilities in € K Dec. 31, 2010 Dec. 31, 2009 Advance payments received 12,525 8,769 Other accruals 10,091 7,291 Deferred taxes 8,073 3,043 Value added tax 4,623 2,963 Advance payments received 1,240 808 rations. Furthermore, Wacker Neuson SE is bound by contract Other 7,224 6,228 to use the proceeds received from the sale of assets outside Total 43,776 29,102 of ordinary business operations which exceed the threshold value of EUR K 10,000 per annum to make a special redemption payment. The other accruals and other current liabilities in 2010 mainly consisted of costs for preparing the Annual Financial State- JJ Bundled bond Bond holders may recall their bonds as part of loans in the ments, outstanding invoices, liabilities to customers, return obligations, bonuses and derivatives. event of certain breaches of contract (if the issuer or guarantor defaults on payment or becomes insolvent, for example). The fair values of the short-term borrowings are reasonable Furthermore, bond holders may terminate their bonds as part approximations of the book values. of loans in the event of a significant change to the ownership Notes to the Consolidated Financial Statements 23 133 Derivative financial instruments Derivative financial instruments treated according to the hedge accounting criteria The nominal amounts and market values of derivative financial instruments that satisfy hedge accounting criteria are recognized as follows at December 31, 2010 and December 31, 2009: in € K Dec. 31, 2010 Nominal Value Market Value Dec. 31, 2009 Nominal Value Market Value Liabilities Currency hedges Interest hedges 5,950 50 0 0 18,717 361 24,806 379 Commodity hedges Total 0 0 0 0 24,667 411 24,806 379 The market values recognized under the results for the period The maturities of derivative financial instruments are as follows: not reflected in income and deferred tax accruing on those amounts developed as follows during the fiscal year and were in € K Up to 1 year 1 to 5 years Over 5 years Nominal Value Liabilities in € K Market Deferred Carried values taxes under equity Liabilities hedges 379 - 121 258 32 - 23 9 0 0 0 411 - 144 267 +/- not reflected in income +/- reflected in income Balance at Dec. 31, 2010 5,950 0 0 11,724 6,993 0 0 0 0 17,674 6,993 0 Commodity Balance at Jan. 1, 2010 Currency hedges Interest hedges Total Notes to the Consolidated Financial Statements netted in the statement of comprehensive income: 134 Wacker Neuson SE | Annual Report 2010 Derivative financial instruments not treated according to the hedge accounting criteria The derivatives concluded to hedge future foreign-exchange transactions (underlying transaction) do not satisfy formal hedge accounting criteria and are therefore classified as “held for trading” and recognized at fair value through profit or loss. The nominal and current values developed as follows at December 31, 2010 and December 31, 2009: in € K Dec. 31, 2010 Nominal Value Market Value Dec. 31, 2009 Nominal Value Market Value Assets Interest hedges 10,000 56 0 0 Total 10,000 56 0 0 Currency hedges 12,986 1,076 10,490 368 Total 12,986 1,076 10,490 368 Liabilities The following table provides an overview of maturities of The offsetting values from the underlying transactions are not derivative financial instruments that do not satisfy hedge included when calculating the market value of the derivative accounting criteria: financial instruments. Thus, they do not represent the value that the companies would achieve from both the underlying transaction and hedging contract. The book values of deriva- in € K Up to 1 year 1 to 5 years Over 5 years Nominal Value tives correspond to the market values and there is no significant exposure to credit risks since all derivative contracts were entered into with banks that have a top credit rating. Assets Interest hedges 0 10,000 0 Total 0 10,000 0 Refer to item 26 “Additional information on financial instruments” in these Notes for information regarding net profits and losses from these financial instruments. Liabilities Currency hedges 12,986 0 0 Total 12,986 0 0 Notes to the Consolidated Financial Statements Other information 135 fluctuated between 11 and 14 percent. At the balance sheet date, the value of receivables financed by the bank amounted 24 Contingent liabilities to EUR K 5,585 (previous year: EUR K 4,789). Contingent liabilities, on the one hand, represent possible obligations that may be incurred depending on the outcome of 25 Other financial liabilities a future event or events which are of an uncertain nature and not wholly within the control of the company. On the other a) Obligations for equipment rental and service. hand, contingent liabilities represent present obligations for The terms of the obligations for rental equipment and service which payment is not probable or the amount of the obligation contracts are as follows: cannot be determined with sufficient reliability. in € K The Group has undersigned the following guarantees: in € K Guarantees Dec. 31, 2010 Dec. 31, 2009 1,075 699 Dec. 31, 2010 Dec. 31, 2009 Obligations due within 1 year 11,948 10,947 Obligations due in 1 to 5 years 16,204 18,146 years 8,221 8,479 Total 36,373 37,572 Obligations due in more than 5 b) Lease obligations Furthermore, the company is liable to the amount of EUR contract with the city of Munich to develop a property. Finance lease obligations When the Group is the lessee (finance lease) In addition to the above-mentioned contingent liabilities, the Finance lease contracts mainly concern the purchase of office Group undersigns various financial guarantees (sureties). It is and other equipment and the purchase of real estate. highly unlikely, however, that these will be exercised. Therefore no value was booked. The following table lists the net book values of the relevant assets at the closing date: The Group is liable for the following financial guarantees: in € K in € K Book value Nominal value Dec. 31, 2010 Dec. 31, 2009 0 0 5,585 4,789 Office and other equipment Dec. 31, 2010 Dec. 31, 2009 64 44 Buildings 747 784 Total 811 828 Lease contracts for office and other equipment contain, for the The financial guarantees refer to an agreement between the most part, a purchase option at the end of the basic term of affiliate Wacker Neuson Máquinas Ltda. (Brazil) and a bank. the lease which is also to be exercised. The finance lease con- The agreement was concluded to provide customers with tract concerns the purchase of a self-occupied administration financing options. The bank charges the affiliate for these building by the Hungarian affiliate, Wacker Neuson Kft., which transactions based on 0.3 percent to 0.8 percent of the will terminate by 2015. purchase agreement (previous year: 0.5 percent to 1.0 percent). In the event of default, the affiliate is obliged to settle the outstanding receivables plus interest. Interest in 2010 amounted to roughly 12 percent, while in the previous year it Notes to the Consolidated Financial Statements 4.1 million (previous year: EUR 4.1 million) in connection with a 136 Wacker Neuson SE | Annual Report 2010 Future minimum lease payments and their present values are presented in the following table: in € K 2010 Up to 1 year 1 to 5 years Over 5 years 116 458 0 574 Less discount -5 - 23 0 - 28 Present value 111 435 0 546 Up to 1 year 1 to 5 years Over 5 years Total 108 408 100 616 Less discount -5 - 23 -6 - 34 Present value 103 385 94 582 Future minimum lease payments (nominal) Discount rate 3 – 6% in € K 2009 Future minimum lease payments (nominal) Discount rate Total 3 – 6% When the Group is the lessor (finance lease) ized to the amount of the net investment value ensuing from To the extent that the company is the lessor and has sold the lease contract. The sales proceeds are recognized in machines by way of finance lease, the receivable is capital- accordance with IAS 17. The present values at closing date are as follows: in € K 2010 Outstanding min. lease payments Up to 1 year 1 to 5 years Over 5 years Total 518 2,007 0 2,525 + Non-guaranteed residual value (nominal) 1,175 930 0 2,105 = Gross investment 1,693 2,937 0 4,630 - Unrealized investment income = Net investment (present value) - 48 - 201 0 - 249 1,645 2,736 0 4,381 - 1,138 - 846 0 - 1,984 507 1,890 0 2,397 Up to 1 year 1 to 5 years Over 5 years Total 332 7,354 0 7,686 - Present value of non-guaranteed residual values = Present value of minimum lease payments in € K 2009 Outstanding min. lease payments + Non-guaranteed residual value (nominal) 614 2,120 0 2,734 = Gross investment 946 9,474 0 10,420 - Unrealized investment income - 23 - 717 0 - 740 = Net investment (present value) 923 8,757 0 9,680 - 595 - 1,895 0 - 2,490 328 6,862 0 7,190 - Present value of non-guaranteed residual values = Present value of minimum lease payments Notes to the Consolidated Financial Statements 137 Operating leases Insofar as a Wacker Neuson entity acts as a lessee, the lease payments are recognized as an expense over the term of the lease on a straight-line basis. This essentially refers to leased vehicles, computer hardware and other office equipment. Outstanding commitments for future minimum lease payments under operating leases that cannot be terminated can be seen in the following table: in € K 2010 Up to 1 year 1 to 5 years Over 5 years Total 3,387 7,572 6,358 17,317 Up to 1 year 1 to 5 years Over 5 years Total 5,185 7,958 5,653 18,796 Future minimum lease payments (nominal) in € K 2009 Future minimum lease payments (nominal) In 2010, a total of EUR K 4,929 (previous year: EUR K 6,656) for c) Obligations resulting from investment decisions/ takeback obligations Financial obligations ensuing from construction and investment projects amounting to EUR K 14,002 (previous year: EUR K 24,106) and from takeback obligations amounting to EUR K 2,622 (previous year: EUR K 1,618) exist. In addition, unconditional purchase commitments amounting to EUR K 107,559) also exist. Notes to the Consolidated Financial Statements operating lease agreements was expensed. 138 Wacker Neuson SE | Annual Report 2010 26 Additional information on financial instruments The book and fair values of financial assets and liabilities are presented in the following table. It also shows how the individual items are categorized. 2010 Fair value in € K 2010 Book value Initial disclosure Held for trading Held for sale Loans and receivables Hedges Held to maturity Leases and others (book value) Nonfinancial assets (book value) IAS 39 classification (book value) Measured at fair value through profit or loss Measured at fair value with changes recognized in equity At residual book value Assets Other investments Other noncurrent assets Trade receivables 5,478 5,478 0 0 5,478 0 0 0 0 0 14,282 14,282 0 0 0 0 9,132 0 2,736 2,414 121,487 121,487 0 0 0 0 119,842 0 1,645 0 Other current assets 12,457 12,457 0 56 0 0 4,279 0 0 8,122 Cash and cash equivalents 36,559 36,559 0 0 0 0 36,380 0 179 0 in € K 2010 Fair value 2010 Book value Initial disclosure Held for trading At residual book value Hedges Leases and others (book value) Nonfinancial assets (book value) IAS 39 classification (book value) Measured at fair value with changes recognized in equity Measured at fair value through profit or loss Liabilities Long-term borrowings 32,076 32,218 0 0 31,783 0 435 0 Trade payables 36,207 36,207 0 0 36,207 0 0 0 0 5,958 0 0 0 Short-term borrowings from banks 5,958 5,958 0 Current portion of long-term borrowings 12,109 12,109 0 0 11,998 0 111 0 Other current liabilities 43,776 43,776 0 1,076 2,670 411 0 39,619 Notes to the Consolidated Financial Statements 2009 Fair value in € K 2009 Book value Initial disclosure Held for trading Held for sale Loans and receivables Hedges Held to maturity Leases and others (book value) Nonfinancial assets (book value) 139 IAS 39 classification (book value) Measured at fair value through profit or loss Measured at fair value with changes recognized in equity At residual book value Other investments Other noncurrent assets 4,144 4,144 0 0 4,144 0 0 0 0 0 21,542 21,542 0 0 0 0 10,427 0 8,757 2,358 Trade receivables 90,837 90,837 0 0 0 0 89,914 0 923 0 Other current assets 8,715 8,715 0 0 0 0 2,005 0 0 6,710 85,024 85,024 0 0 0 0 84,889 0 135 0 2009 Fair value 2009 Book value Initial disclosure Held for trading At residual book value Hedges Leases and others (book value) Nonfinancial assets (book value) Cash and cash equivalents in € K IAS 39 classification (book value) Measured at fair value with changes recognized in equity Measured at fair value through profit or loss Liabilities Long-term borrowings 33,583 33,583 0 0 33,104 0 479 0 Trade payables 21,251 21,251 0 0 21,251 0 0 0 Short-term borrowings from banks 14,889 14,889 0 0 14,889 0 0 0 Current portion of long-term borrowings 11,698 11,698 0 0 11,595 0 103 0 Other current liabilities 29,102 29,102 0 368 3,294 379 0 25,061 Notes to the Consolidated Financial Statements Assets 140 Wacker Neuson SE | Annual Report 2010 Investments in equity instruments amounting to EUR K 5,478 The gains and losses from adjustments to the fair value of (previous year: EUR K 4,144) that do not have a quoted market derivatives that do not meet hedge accounting requirements price in an active market are included in other investments. are included in the category of “assets held for trading”. These equity instruments were valued at acquisition cost as the current value cannot be reliably determined. In the current Financial instruments in the form of foreign-currency trade fiscal year, an impairment loss against income of EUR K 1,978 receivables and payables are valued at the relevant spot is recorded (previous year: EUR K 0). rates applicable on the balance sheet dates. This resulted in expenses amounting to EUR K 213 (previous year: earnings of The following table shows the net profits and losses from EUR K 1,701), which are reported in manufacturing costs in- financial instruments based on valuation categories. It does curred to generate sales revenue. Refer to items 2 and 4 “Other not include the effects on income of finance leases or of income” and “Other operating expenses” in these Notes for derivatives that qualify for hedge accounting as these are information on exchange rate fluctuations and adjustments to not allocated to any valuation categories set down in IAS 39. monetary holdings. Similarly, interest and dividends have not been recognized on the net profits and losses from financial instruments. The table below shows the financial instruments subsequently valued at fair value. These are split into levels 1 to 3, depending on the extent to which fair value can be observed: in € K Loans and receivables 2010 2009 8 - 1,684 JJ Financial instruments measured (unadjusted) in active markets for identical assets or at fair value through profit or loss – initial disclosure 0 0 - 652 - 265 0 0 liabilities. JJ Financial instruments held for trading Level 2 fair value determination based on inputs other than quoted prices included within level 1 (data) that are observable for the asset or liability, either directly (i.e. as prices) or Financial liabilities measured at amortized cost Level 1 fair value determination resulting from quoted prices indirectly (i.e. derived from prices). JJ Level 3 fair value determination resulting from models that use inputs for the valuation of the asset or liability that are Net gain/loss from the category “loans and receivables” results from allowances for doubtful accounts on trade receivables. not based on observable market data (unobservable inputs). Notes to the Consolidated Financial Statements in € K 2010 Level 1 Level 2 Level 3 141 Dec. 31, 2010 Financial assets categorized “at fair value through profit or loss” Non-hedged derivatives 0 56 0 56 Total 0 56 0 56 Level 1 Level 2 Level 3 Dec. 31, 2010 Non-hedged derivatives 0 1,076 0 1,076 Total 0 1,076 0 1,076 Level 1 Level 2 Level 3 Dec. 31, 2009 Non-hedged derivatives 0 0 0 0 Total 0 0 0 0 Level 1 Level 2 Level 3 Dec. 31, 2009 in € K 2010 Financial liabilities categorized “at fair value through profit or loss” in € K 2009 Financial assets categorized in € K 2009 Financial liabilities categorized “at fair value through profit or loss” Non-hedged derivatives 0 368 0 368 Total 0 368 0 368 27 Events after the balance sheet date Products and services of operating segments The products and services offered by the geographic operating No other noteworthy events occurred after the balance sheet segments can be divided into light equipment, compact equip- date. ment and services. The light equipment business segment covers the manufacture 28 Segmentation and sale of light of equipment weighing up to approximately three metric tons in the following four business fields: concrete Division and determination of operating segments technology, soil and asphalt compaction, demolition and utility. The internal organizational structure and management structure as well as the internal reports to the Executive Board and The compact equipment business segment covers the manu- Supervisory Board, which are based on geographic segments, facture and sale of compact equipment weighing up to approxi- form the basis for determining the operating segments of the mately fourteen metric tons. company. For information regarding geographical segmentation of companies, please refer to the section on consolidation The business segment services houses the company’s activi- structure (see the general information on accounting stan- ties in the business fields after-market (repair and maintenance) dards/consolidation structure). According to this structure, the and rental. companies are bundled geographically into regional markets (Europe, Americas and Asia). Reporting is also carried out internally according to business segments. This exclusively deals with revenue. Corporate governance will therefore continue to focus on geographical segments. Notes to the Consolidated Financial Statements “at fair value through profit or loss” 142 Wacker Neuson SE | Annual Report 2010 Segment valuation methods in € K Segment valuation methods are based on the valuation meth- Cash on hand ods used in internal reporting. Internal reporting is carried out Bank balances exclusively in line with the applicable valid IFRS standard. Cash deposits Transactions between the individual Group segments are based on prices that also apply to third-party transactions. Liabilities from group cash pool Total Dec. 31, 2010 Dec. 31, 2009 179 135 51,032 72,770 4,317 33,100 - 18,969 - 20,981 36,559 85,024 Reporting format Non-cash operating expenses and income as well as the gain Segment reporting is covered in a separate Note. or loss on the sale of property, plant and equipment have been eliminated in the cash flow from operating activities. Internal reporting reveals segment revenue and segment earnings, expressed as EBIT. EBITDA is also disclosed as a profit The item “Book value from the disposal of rental equipment” indicator. recognized in the cash flow from operating activities includes the book values of rental equipment formerly recognized under The figures for working capital and net financial debt are also fixed assets and reclassified on sale of the equipment as cur- derived from internal reporting and included in external seg- rent assets. ment reporting for operating segments as segment assets and segment liabilities. Cash flow from investing activities comprises the cash outlay for intangible assets and property, plant and equipment. The operating segments are reported after elimination of transactions that have taken place within segments. The consolida- The item outlining changes to the consolidation structure refers tion column thus contains only the eliminated transactions that exclusively in fiscal 2010 to capital contributions to an affiliate took place between operating segments. not consolidated for reasons of materiality (see overview of equity investments in non-consolidated companies). Revenue from external customers, categorized according to products and services, are recognized at Group level. Cash flow from financing activities contains payments received from and made to shareholders. It also contains payments resulting from borrowing and repayment of debt. 29 Cash flow statement The cash flow statement is prepared in accordance with IAS 7. 30 Risk management The cash flow statement reports cash flows resulting from operating activities, from investing activities as well as from Capital management financing activities. Insofar as changes in liquid funds are due The main aim of the Group’s capital management policy is to to foreign exchange rate fluctuations, these are reported sepa- maintain a high equity ratio to support business activities. rately. The determination of cash flow from operating activities was derived using the indirect method. The Group actively controls and modifies its capital structure in line with changing market dynamics. The goal of the capital Current liquid funds comprise cash and cash equivalents that management policy is to secure the company’s business and are as reported on the balance sheet. Short-term borrowings investment activities in the long term. To maintain a suitable from banks in the Group cash pool were offset against cash capital structure, the Group can change dividend payments to and cash equivalents. shareholders or issue new shares. As of December 31, 2010, and December 31, 2009, no changes were made to objectives, guidelines or procedures within the framework of the capital structure control policy. The Group monitors its capital using net financial debt as an indicator; resulting from current net financial liabilities and non-current financial liabilities. Notes to the Consolidated Financial Statements in € K Dec. 31, 2010 Dec. 31, 2009 18,067 26,587 5,958 14,889 12,109 11,698 32,218 33,583 Total equity before minority interests 830,619 789,049 Total capitalization 880,904 849,219 Dec. 31, 2010 Dec. 31, 2009 - 18,492 -58,437 18,067 26,587 - 36,559 - 85,024 13,726 - 24,854 - 18,492 - 58,437 32,218 33,583 Current financial liabilities Short-term financial liabilities Current portion of long-term financial liabilities Non-current financial liabilities (without provisions) 143 The Group finance department is responsible for carrying out risk management in accordance with the rules and guidelines approved by the Executive Board. It identifies, evaluates and hedges against financial risks in close co-operation with the operating units of the Group. The Executive Board sets guidelines for risk management as well as fixed policies for specific areas of risk. These include dealing with foreign currency risks, interest rate risks and credit risks. The guidelines also specify how derivative and other financial instruments and liquidity surpluses are to be used. in € K Current net financial liabilities Short-term liabilities less liquid funds Net financial debt Current net financial liabilities plus non-current financial liabilities Currency risks Currency risks arise from expected future transactions, assets and liabilities reported in the balance sheet, as well as from net investments in a currency that diverges from the functional currency (EUR). Exchange risks are naturally hedged by offsetting receivables against payables in a given currency. Two major manufacturing affiliates prepare their balance dollar is therefore a foreign currency that represents a sig- German stock legislation have been fulfilled. Equity is not nificant potential currency risk for financial instruments. If the subject to any further external minimum capital requirements. USD/EUR exchange rate increased or decreased by 5 percent, changes in the financial assets and liabilities reported in the Financial risk factors balance sheet in US dollars would have the following impact on Due to the global scope of its operations, the Group is exposed profit before tax and equity: to various financial risks, including foreign currency risks, credit risks, liquidity risks and interest rate risks. The comprehensive risk management policy of the Group is focused on the unpre- 2010 2009 + 5.00 / - 5.00 + 5.00 / - 5.00 dictability of developments in financial markets and aims to USD currency trends as a % minimize any potential negative impact on the Group’s financial Impact on profit before tax (EBIT) position. It is the general policy of the company to reduce these in € K 65 / - 72 - 87 / 97 risks by systematic financial management. The Group employs Impact on equity in € K 65 / - 72 - 87 / 97 derivative financial instruments in a targeted way to hedge against certain risks. The Group is also subject to currency risks from individual transactions resulting from purchases and sales executed by a member company in a currency other than the functional currency. Notes to the Consolidated Financial Statements sheets in US dollars. From the Group’s perspective, the US The minimum capital requirements for equity stipulated under 144 Wacker Neuson SE | Annual Report 2010 Credit risks The Group hedges its cash flow against interest rate risks The Group is not exposed to any material credit risks (default arising from borrowings with variable interest rates primarily risks). Contracts for derivative financial instruments and by means of interest rate swaps (payer swaps), which, taking financial transactions are concluded only with financial institu- the prevailing economic climate into consideration, convert the tions with a high quality credit rating in order to keep the risk variable interest rate positions into positions with fixed interest of default by the contracting party as low as possible. The rates. book value of financial assets recognized in the Consolidated Financial Statements less impairment represents the maxi- Of the total financial liabilities listed in item 20 ”Financial mum default risk. For further information on the book value of liabilities” in these Notes (EUR K 50,285; previous year: financial assets, please refer to item 26 “Additional information EUR K 60,170), EUR K 43,760 (previous year: EUR K 49,915) on financial instruments” in these Notes. is attributable to fixed interest rate liabilities, which are not subject to changes in interest rate, and EUR K 6,525 (previous Continued weakness on construction and financial markets year: EUR K 10,255) to variable interest rate liabilities. in some countries may present certain Group customers with financial difficulties, possibly culminating in insolvency. This The following tables show how sensitive the Group’s earnings would lead to a rise in accounts receivable and a subsequent before tax is to changes in interest rates that could be reason- increased risk of default. We are counteracting the risk of ably expected to occur based on the impact this would have changes in individual customers’ payment patterns through on variable interest rate loans (EUR K 6,525; previous year: our active accounts receivable management policy, supplier EUR K 10,255) and bank balances (EUR K 1,551; previous year: “health-checks” and tools such as credit hedging. EUR K 2,038) resulting from a Group-wide cash pool system. Interest rate risks The effects on Group earnings before tax also reflect the Interest rate risks are caused by market fluctuations in interest impact on equity. rates. On the one hand, they impact the amount of interest payments for which the company is liable. On the other hand, they influence the market value of financial instruments. in € K Interest 2010 Impact on profit before tax (increase of 0.20%) Impact on profit before tax (decrease of 0.20%) 1,551 0.188% 3 - 3 6,525 11.07% Book value at Dec. 31, 2010 Financial assets with variable interest rates Bank balances cash pool Financial liabilities with variable interest rates Other borrowings from banks Total in € K - 13 13 - 10 10 Impact on profit before tax (decrease of 0.20%) Book value at Dec. 31, 2009 Interest 2009 Impact on profit before tax (increase of 0.20%) 2,038 0.375% 4 -4 10,255 8.04% - 21 21 - 17 17 Financial assets with variable interest rates Bank balances cash pool Financial liabilities with variable interest rates Other borrowings from banks Total Notes to the Consolidated Financial Statements Liquidity risks supervisory committees in Germany or abroad outside of the Liquidity risks involve the availability of funds needed to meet Wacker Neuson Group. 145 payment obligations on time. The company is assured a supply of liquid funds at all times by the lines of credit not currently Supervisory Board used by the company. Liquidity is managed by the Group’s The following members are appointed to the Supervisory treasury department via a Group-wide cash pool system. Refer Board of Wacker Neuson SE as of the closing date: to item 20 “Financial liabilities” in these Notes for further information on existing credit lines and financial covenants. JJ Hans Neunteufel, engineer, Chairman of the PIN Private Trust (PIN Privatstiftung), in Linz, Austria, Chairman of the Supervisory Board 31 Executive bodies JJ Dr. Ulrich Wacker, lawyer, Chairman of the EQUA association (EQUA-Stiftung), Herrsching, Germany, Deputy Chair- Executive Board In the year under review the Executive Board comprised five man of the Supervisory Board JJ members up to and including September 15, 2010 and of four members at the reporting date: Kurt Helletzgruber, businessman, managing director of Dipl. Ing. Hitzinger Gesellschaft m.b.H., in Linz, Austria JJ Dr. Eberhard Kollmar, attorney-at-law and partner at Kollmar, Deby & Sinz Rechtsanwaltsgesellschaft mbH, ber 16, 2010), responsible for the light equipment segment, JJ JJ Elvis Schwarzmair, Chairman of the Reichertshofen Works Council and Chairman of the Central Works Council, the sources (departments added since September 16, 2010) Group Works Council, and the SE Works Council, Rohrbach, Germany Martin Lehner, Deputy CEO, responsible for the compact JJ Herbert Santl, Chairman of the Munich Works Council, Munich, Germany (until December 31, 2010) Günther Binder, responsible for finance, controlling, IT, investor relations and corporate communication (depart- JJ JJ quality management as well as legal matters and human re- equipment business segment JJ Munich, Germany Richard Mayer, Spokesperson for the Board (as of Septem- JJ Hans Haßlach, Chairman of the Kramer-Werke GmbH Works ments added since September 16, 2010) Council, Deputy Chairman of the Group Works council, Werner Schwind, responsible for sales, rentals, logistics, Deputy Chairman of the SE Works Council, Uhldingen- service, marketing, real estate and training Mühlhofen, Germany (as of January 1, 2011) Until September 15, 2010: Dr. Georg Sick, Chairman of the Executive Board, responsible for investor relations, corpo- The following members of the company’s Supervisory Board rate communication, quality management, legal matters and have additional supervisory board positions or seats on human resources comparable supervisory committees in Germany and abroad outside of the Wacker Neuson Group: Dr. Georg Sick resigned from his position as Chairman of the Executive Board and as a member of the Executive Board as of JJ September 15, 2010. Hans Neunteufel Allgemeine Sparkasse Oberösterreich Bankaktiengesellschaft, Chairman of the Supervisory Board The following members of the company’s Executive Board have Oberösterreichische Technologie- und Marketinggesell- additional Supervisory Board positions or seats on comparable schaft m.b.H. (Technology Organization of Upper Austrian supervisory committees outside of the Wacker Neuson Group Region), member of the Supervisory Board in Germany and abroad: For information on the remuneration of the Executive and JJ JJ Richard Mayer Supervisory Boards, as well as remuneration for former Board Member of the Advisory Board of the EQUA association in members, please refer to item 32 ”Related party disclosures” Herrsching, Germany in these Notes. Günther Binder Member of the Supervisory Board of Volksbank Linz-Mühlviertel, Linz, Austria (until August 2010) 32 Notes on business with related people and parties With the exception of the members stated above, no other members of the Executive Board have administrative, execu- In the case of the Group, IAS 24 defines a related party tive or supervisory functions or mandates for comparable necessitating disclosures as shareholders, entities over which Notes to the Consolidated Financial Statements JJ 146 Wacker Neuson SE | Annual Report 2010 shareholders have control or significant influence (sister companies), non-consolidated companies, members of the Executive Board, members of the Supervisory Board and the pension fund. Key trade relations with related parties were as follows during the period under review: in € K Current Expenses for payables business business Dec. 31, 2010 Dec. 31, 2010 transactions 2010 transactions 2010 Relations with shareholders 0 0 575 740 85 209 3,738 766 4,406 490 3,983 933 0 191 0 0 4,491 890 8,296 2,439 Income for Relations with sister companies Relations with non-consolidated companies Pension fund Total in € K Income for Current receivables Current Current Expenses for receivables payables business business Dec. 31, 2009 Dec. 31, 2009 transactions 2009 transactions 2009 Relations with shareholders 124 0 392 784 Relations with sister companies 144 142 3,867 397 2,498 108 1,945 767 Relations with non-consolidated companies Pension fund Total 0 193 0 0 2,766 443 6,204 1,948 Relations with shareholders resulted mainly from goods and Relations with non-consolidated companies resulted from services traded with a shareholder. The goods and services goods and services traded between affiliates and Neuson delivered to the shareholder were valued at EUR K 740 (previ- Kramer subgroup companies that were not consolidated but ous year: EUR K 784). These were counterbalanced with where a shareholding exists or from purchasing company goods and services received by the shareholder to the value shares from non-consolidated affiliates (see general informa- of EUR K 575 (previous year: EUR K 392). The goods and ser- tion on accounting standards/consolidation structure). In vices were traded under the terms customary in the market, as the year under review, value impairments on receivables and agreed with third parties. shareholdings were realized in the amount of EUR K 1,978 (previous year: EUR K 1,720). Relations with sister companies and entities over which shareholders have control or significant influence resulted Relations with the pension fund during the period under review from deliveries, IT service deliveries, and rental arrangements and the previous year refer exclusively to a provision for volun- between affiliates and entities over which shareholders have tary support and pension benefits for employees of the parent control or significant influence. company. Notes to the Consolidated Financial Statements Total remuneration for the Executive Board in the period under 34 review amounted to EUR K 6,210 (previous year: EUR K 2,964). 147 Declaration regarding the German Corporate Governance Codex Total remuneration for the Supervisory Board for the same period amounted to EUR K 260 (previous year: EUR K 255). The Executive and Supervisory Boards have issued a declara- At the AGM on May 15, 2006, a resolution was passed to tion stating which recommendations of the “Commission of the refrain from itemizing this information in accordance with Sec- German Corporate Governance Code” have been and will be tion 285 (1), no. 9a clauses 5 to 9 in conjunction with Section adopted. The declaration can be downloaded at any time from 314 (2), sent. 2 HGB in conjunction with Section 315a, (1) HGB. the Group website at www.wackerneuson.com. At the closing date, current payables to the Executive Board in the amount of EUR K 1,935 were outstanding (previous year: 35 EUR K 1,130). Availing of exemption provisions according to Section 3 (264) HGB Retirement commitments were agreed upon for members of the Executive Board. The value of pension obligations at the Wacker Neuson SE avails of the exemptions set down in end of the accounting period totaled EUR K 4,207 (previous Section 264 (3) HGB for Weidemann GmbH and for Kramer- year: EUR K 4,848). The allocation amounted to EUR K 1,658 Werke GmbH for fiscal 2010. (previous year: EUR K 187). The reduction in pension obligations results from the reclassification of an active member of the Board as a former member of the Board. Munich, March 21, 2011 Due to respective agreements, pension agreements have also Wacker Neuson SE been closed with former members of the Executive Board. The period totaled EUR K 16,097 (previous year: EUR K 10,829). In The Executive Board fiscal 2010, EUR K 517 (previous year: EUR K 504) was paid to former Executive Board members. Richard Mayer (Spokesperson) Martin Lehner (Deputy Chairman) Differences between the year under review and the prior-year period are mainly due to reclassifications of members of the Board to former members of the Board. 33 Günther C. Binder Auditor’s fees The auditor’s fee is disclosed as an expense in fiscal 2010 and is broken down as follows: in € K 2010 2009 340 320 services 154 174 Tax consultation services 396 328 70 22 Auditing services Other approval and assessment Other services Werner Schwind Notes to the Consolidated Financial Statements value of these pension obligations at the end of the accounting 148 Wacker Neuson SE | Annual Report 2010 Responsibility statement “To the best of our knowledge, and in accordance with the applicable reporting principles, the Consolidated Financial Statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Wacker Neuson Group, and that the Consolidated Management Report includes a fair review of the development and performance of the business and the position of the Wacker Neuson Group respectively the parent company Wacker Neuson SE, together with a description of the principal opportunities and risks associated with the expected development of the Wacker Neuson Group respectively the parent company Wacker Neuson SE.” Munich, March 21, 2011 Wacker Neuson SE, Munich The Executive Board Richard Mayer (Spokesperson) Günther C. Binder Martin Lehner (Deputy Chairman) Werner Schwind Unqualified Auditors’ Opinion 149 Unqualified Auditors’ Opinion We have audited the consolidated financial statements prepared combined management report are examined primarily on a test by Wacker Neuson SE, comprising the balance sheet, the in- basis within the framework of the audit. The audit includes as- come statement, the statement of comprehensive income, the sessing the annual financial statements of those entities includ- statement of changes in equity, the cash flow statement and the ed in consolidation, the determination of the entities to be in- notes to the consolidated financial statements, together with the cluded in consolidation, the accounting and consolidation group management report, which is combined with the manage- principles used and significant estimates made by management, ment report of the Company for the reporting period from Janu- as well as the evaluation of the overall presentation of the con- ary 1 through December 31, 2010. solidated financial statements and the combined management report. We believe that our audit provides a reasonable basis for The preparation of the consolidated financial statements and the our opinion. combined management report in accordance with those IFRS as adopted by the EU, and the additional requirements of Ger- Our audit has not led to any reservations. man commercial law pursuant to § 315a paragraph 1 HGB are the responsibility of the parent company´s management. Our re- In our opinion and based on the findings of our audit, the con- sponsibility is to express an opinion on the consolidated finan- solidated financial statements comply with those IFRS as ad- cial statements and on the combined management report based opted by the EU and the additional requirements of German on our audit. commercial law pursuant to § 315a paragraph 1 HGB and give a of operations of the Group in accordance with these require- ments in accordance with § 317 HGB and German generally ac- ments. The combined management report is consistent with the cepted standards for the audit of financial statements promul- consolidated financial statements and as a whole provides a gated by the “Institut der Wirtschaftsprüfer” (Institute of Public suitable view of the Group´s position and suitably presents the Auditors in Germany). Those standards require that we plan and opportunities and risks of future development. perform the audit so that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accor- Munich, March 21, 2011 dance with the applicable financial reporting framework and in the combined management report are detected with reasonable Rölfs WP Partner AG assurance. Knowledge of the business activities and the eco- Wirtschaftsprüfungsgesellschaft nomic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting- Reinke Jagosch related internal control system and the evidence supporting the Wirtschaftsprüfer Wirtschaftsprüfer disclosures in the consolidated financial statements and the (Public Auditor) (Public Auditor) Notes to the Consolidated Financial Statements true and fair view of the net assets, financial position and results We have conducted our audit of the consolidated financial state- 150 Wacker Neuson SE | Annual Report 2010 Technical Glossary Breaker Hammer which runs on a combustion engine or electrical motor and is used to break up or demolish concrete and asphalt. Compact equipment Group’s strategic business segment covering equipment of up to around fourteen tons, particularly wheel loaders, skid steer loaders, four-wheel and track dumpers, telescopic handlers, track and mobile excavators and compact excavators. Compactors This equipment group includes rammers, vibratory plates and rollers. These are used, for example, in the construction of roads and paths to compact soil and asphalt. Concrete technology Business field in the light equipment segment. The equipment is mainly used for laying concrete walls, ceilings and floors. Demolition Business field in the light equipment segment. The equipment is used to break or cut asphalt and concrete. Dumper Compact construction vehicle primarily used for transporting backfill material. Floor saws Hand-guided saws equipped with a diamond blade like the cut-off saw mainly used for cutting concrete and asphalt floors. Focus factory Element of our manufacturing concept, where production is organized by business field. Each factory, staffed by a specialized team, is responsible for producing a single product group. Heavy equipment Large construction machinery defined by the company as having a total weight of over fifteen tons, typically transported to construction sites for specific projects and operated by specially trained employees. Hydronic heating Mobile heating equipment to thaw frozen ground or heat buildings, making construction work less equipment dependent on weather conditions. Technical Glossary Internal vibrator 151 Used for concrete compaction, mainly on construction sites. They consist of eccentric weights driven by an electrical motor, arranged in a waterproof steel tube for submersion in fresh concrete. Light equipment Group’s strategic business segment. Covers predominantly hand-held and hand-guided devices as well as remote-controlled or ride-on equipment of up to around three tons. Rebar cutter Metal rods for reinforced concrete can be cut to measure with rebar cutters. Group’s business field in the light equipment segment. The equipment is mainly used for laying concrete walls, ceilings and floors. Skid steer loader Small wheel loader either with four-wheel drive steering or rubber tracks which offers excellent maneuverability in small areas and easy handling even across the roughest terrain. Multi-purpose attachments are available. Soil and asphalt Business field in the light equipment segment. The equipment is mainly used for compacting soil and compaction asphalt in the construction processes involved in trenches, roads, paths, foundations and industrial buildings. Telescopic handlers Like wheel loaders, these compact machines may be used in construction and agriculture. The main difference is the detached cabin and enormous lifting heights. Utility Group’s business field in the light equipment segment. Equipment such as generators, light towers, submersible pumps and mobile hydronic heating systems support construction site activities. Vibratory plate Soil and asphalt compaction device, mainly used to compact pipeline trenches and paving stones. Also used to precompact foundation soil. Vibratory rammer First developed in the 1930s by the Wacker Neuson, this pioneering product is used in soil and (also rammer) asphalt compaction, particularly in small spaces and narrow trenches. Wet screed Concrete technology equipment mainly used to manufacture large concrete floors, in industrial buildings for example, simultaneously leveling and compacting fresh concrete. Several types of wheel loader are available featuring different technology and attachments. The variety of applications include landscape, utility, pallet fork operation and lifting. Further Information Wheel loader 152 Wacker Neuson SE | Annual Report 2010 Financial glossary Break-even point The point at which costs or expenses and revenue are equal at EBIT level. If a company fails to generate enough sales to reach this point, it will make a loss. A break-even analysis is an important tool for corporate planning. It helps assess the impact of changes to the cost structure and determine the amount of sales (level of revenue generated) required to exceed the break-even point. Capital employed Invested capital: Capital employed represents the interest-bearing capital tied up in and required by the Group to function. It is equal to the Group’s operating assets less the amount of non-interest-bearing available capital. Capital employed = non-interest-bearing assets less non-interest-bearing liabilities, less goodwill and less brand value. Cash flow Refers to a company’s ability to finance itself, calculated by the excess of cash revenues over cash outlays in a given period of time (not including non-cash expenses/income). Cash flow from Cash balance resulting from changes to financial liabilities, the issue of shares, cash inflow from the disposal of treasury shares /cash outflow from the acquisition of treasury shares and dividend payments. financing activities Cash flow from investment activities Cash balance resulting from the acquisition of financial, tangible and intangible assets and the disposal of financial, tangible and intangible assets. Cash flow from Cash flow generated from operating activities. operating activities Cash flow according to DVFA/SG Cash flow according to the recommendations set down by the German association of finance analysis and asset management (Deutsche Vereinigung für Finanzanalyse und Asset Management, DVFA) and the Schmalenbach organization (Schmalenbach-Gesellschaft, SG). Cash flow according to DVFA/SG is calculated as follows: Profit/loss for the period +/- Write-downs/-ups on assets +/- Changes to pensions and other long-term provisions +/- Changes to special tax-free reserves +/- Other non-cash income/expense items of a substantial nature = Annual cash flow +/- Adjustment for one-off income/expense items of a substantial nature = Compound annual Cash flow according to DVFA/SG growth rate (CAGR) The average annual rate of growth of a single value over a given period of time. The CAGR of a specific value is calculated by taking the nth root of the total percentage growth rate of the value, where n is the number of years in the period being considered. Corporate governance Sound and responsible management and control of a company with the aim of creating long-term value. Deferred taxes Differences between the tax base and the carrying amounts in the IFRS accounts in order to disclose tax expense (actual and deferred) according to IFRS. Derivatives Derivatives are financial instruments, such as futures and options that derive their value from the value of other financial instruments or an underlying asset. Financial glossary Discounted cash flow (DCF) method Valuation method used to estimate the market value by discounting a company’s future cash flows to their present value. Earnings per share EPS is defined as net profit for the year divided by the number of shares. 153 EBIT (margin) The earnings before interest and taxes (EBIT) margin is the ratio of EBIT to revenue. EBITDA (margin) The earnings before interest, taxes, depreciation and amortization (EBITDA) margin is a measure of a company's operational profitability. It is calculated as the ratio of EBITDA to revenue. EBT Earnings before taxes (EBT). Equity ratio Ratio of equity before minority interests to total capital; indicates the financial stability of a company. Free cash flow Free cash flow refers to the amount of cash readily available to a company. Gearing Net financial debt as a percentage of equity before minority interests. Goodwill When a company purchases another company for a price that is higher than the fair value (book value) of all assets and liabilities, the difference is recorded as goodwill. Gross profit margin Gross profit margin is a measure of operational efficiency, expressing the relationship between gross profit and sales revenue or the percentage by which sales exceed cost of sales. Hedge Provides protection against risks arising from unfavorable exchange rate fluctuations and changes to raw material and other prices. IFRS (IAS) International Financial Reporting Standards. Internationally recognized and applied accounting standards devised by the International Accounting Standards Board (IASB) in an effort to harmonize accounting standards and principles worldwide. NOPLAT Net operating profit less adjusted taxes (NOPLAT) refers to earnings before interest and taxes (EBIT) minus adjusted taxes. NOPLAT shows the annual profit a company would achieve if it were financed purely from equity. NOPLAT = EBIT less (EBIT x corporate tax rate) Operating leverage Measures the relation between a company's fixed and variable cost structure. Operating leverage indicates how a percentage change in revenue as a result of new sales affects profitability. Purchase price This refers to a process whereby the purchase price paid for a company is allocated at fair value to the assets, liabilities and contingent liabilities acquired. The difference in value is disclosed as goodwill (see entry above). allocation (PPA) Return on assets (after tax and before Return on assets is the ratio between profit for the period before minority interests and the average balance sheet total. minority interests) Return on sales (ROS) Return on sales is the ratio between profit before minority interests and sales or revenue. ROCE I (return on ROCE I indicates the efficiency and profit-generating ability of capital expenditure within a company. ROCE I = EBIT ratio to average capital employed as a % capital employed) Further Information (EPS) 154 Wacker Neuson SE | Annual Report 2010 ROCE II (return on capital employed) ROCE II shows how much return a company realizes on the capital it invests after tax. ROCE II = NOPLAT in relation to average capital employed as a % ROE (return on equity) This indicator measures the return a company is getting on its equity. It shows the relation between earnings (after tax) and equity employed before minority interests. ROE = Earnings after tax in relation to average equity before minority interests as a % Swap A swap is an agreement between two parties to exchange cash flows at a future point in time. The agreement also defines how the payments are calculated and when they are to be made. Tax shield The reduction in income taxes that results from availing of tax deductions applicable to interest on borrowings. It increases a company’s equity value. Weighted average Indicates the minimum return on capital employed. It is calculated as the weighted average cost of equity and debt, whereby tax benefits are to be deducted from the cost of debt. Here, equity is taken at market value at the closing date and not at the balance-sheet value. The cost of equity is based on the risk-free return plus a company-specific market risk premium. This corresponds to the difference between the risk-free return and the overall market return depending on the leverage beta. The long-term conditions under which the Wacker Neuson Group can borrow funds are used to define debt costs. For shareholders and lenders, WACC indicates the return they might expect on the funds or capital they have provided. It also gives a company a good indication of the type of return it needs to generate on prospective investments. A company is producing value for its investors if return on capital employed (ROCE) exceeds WACC. WACC: (percentage of financing that is equity x cost of equity) + (percentage of financing on average that is debt x cost of debt) x (1 – tax rate) Equity costs = basic interest rate (risk-free return) + market risk premium x leverage ß cost of capital (WACC) Working capital The difference between current assets and current liabilities excluding liquid funds. Also known as net current assets, this is a key indicator of the liquidity of a company. Working capital = Total inventory plus trade receivables minus trade payables. Working capital to Return on capital employed to generate revenue. Working capital to revenue = relationship between working capital and revenue. revenue Wacker Neuson SE | Annual Report 2010 7-Year Comparison Our product philosophy is based on understanding our customers’ processes Wacker Neuson is the ideal one-stop provider of light and compact equipment guaranteed to optimize our customers’ construction processes. The Group has a market leader position in many product areas. 7-Year Comparison1 in € million 2010 2009 2008 2007 2006 2005 2004 757.9 597.0 870.3 742.16 619.3 503.2 411.2 Revenue Europe 558.6 465.7 676.2 520.7 391.1 301.1 239.3 Revenue Americas 168.1 103.1 166.9 196.1 205 182.7 154.1 31.2 28.2 27.2 25.3 23.2 19.4 17.8 251.0 184.1 293.4 282.5 255.7 212.6 182.4 Revenue Revenue Asia Gross profit Light equipment (Over 250 product groups) EBITDA 77.8 27.2 (36.7)2 100.9 117.0 100.2 70.3 60.5 Depreciation and amortization 41.1 140.3 (40.0)3 43.0 38.1 23.6 19.6 18.6 EBIT 36.7 - 113.1 (- 3.2)3 58.0 78.9 76.7 50.7 41.9 EBT 32.7 - 115.5 (- 5.6)3 55.7 78.2 76.2 50.4 42.3 Profit for the period 23.9 - 110.1 (- 2.9)3,7 37.4 54.1 48.5 31.3 25.7 Number of employees Concrete technology 155 3,142 3,059 3,665 3,659 2,837 2,630 2,224 2.9 3.4 2.9 2.8 2.5 2.7 2.6 Earnings per share in € 0.34 - 1.57 0.53 1.1 1.19 0.77 0.65 Dividends per share in € 0.174 0 0.19 0.50 0.38 0.27 0.57 R&D percentage of revenue Share Key profit figures Internal vibrators Convertors Trowels Rebar tiers Soil and asphalt compaction Gross profit margin as a % 33.1 33.7 38.1 41.3 42.3 44.4 EBITDA margin as a % 10.3 4.6 (6.2)2 11.6 15.8 16.2 14.0 14.7 EBIT margin as a % 4.8 - 18.9 (- 0.5)3 6.7 10.6 12.4 10.1 10.2 Net return on sales (ROS) as a % 3.2 - 18.4 (- 2.1)7,8 4.4 7.3 7.8 6.2 6.2 Key figures from the balance sheet Non-current assets 673.9 632.7 750.0 697.0 229.2 202.5 119.5 Current assets 356.3 339.0 428.6 517.5 245.8 240.6 195.7 184.0 148.3 217.0 175.1 100.2 99.0 73.3 36.6 85.0 65.6 76.8 36.4 47.6 47.7 830.6 789.0 909.1 910.4 282.4 289.9 246.3 13.7 - 24.9 59.0 - 43.1 45.1 9.4 - 43.1 1.7 - 3.2 6.5 - 4.7 16 3.3 - 17.5 197.3 180.2 266.8 301.8 192.6 153.2 68.8 1,030.2 971.7 1,178.6 1,214.5 475.0 443.1 315.1 of which inventory of which liquid funds Equity before minority interests Net financial debt Rammers Vibratory plates Rollers Universal compaction equipment Gearing as a % Total liabilities Balance sheet total Return on assets (ROA) as a % Demolition Equity ratio before minority interests as a % Working capital Breakers Utility Generators Lighting systems The technical glossary on p. 150 contains more detailed information on exact areas of deployment. Hydronic surface heaters 8.5 7.8 75.0 59.5 70.1 75.6 269.3 217.9 124.1 303.9 271.5 158.6 154.6 10.8 23.9 28.5 21.4 19.5 ROCE II as a % 5.2 - 1.98 7.4 16.5 18.1 13.3 11.7 7.9 8.6 – – – – – 531.3 538.9 537.4 486.7 269.4 236.5 214.8 4.2 12.3 17 11.7 9.7 3.0 - 1.47,8 Cash flow Cash flow from operating activities 44.9 138.3 38.15 55 49.1 44.9 43.6 Cash flow from investing activities - 85.2 - 38.1 - 16.45 - 141.8 - 41.6 - 89.8 - 14.8 Investments (property, plant and equipment and intangible assets) 85.0 43.4 101.8 84.0 31.9 37.6 20.6 Cash flow from financing activities - 10.3 - 53.0 - 21.9 96.4 - 23.0 40.6 - 57.2 Free cash flow - 38.8 100.6 23.4 62.1 22.6 10.3 28.8 All figures prepared according to IFRS. 2 Adjusted to discount restructuring costs (EUR 9.6 million) 3 Adjusted to discount restructuring costs in the amount of EUR 9.6 million and write-downs on intangible assets in the amount of EUR 100.3 million. 4 Dividend proposal for the AGM on May 26, 2011. 5 The item “Interest received” has been transferred from cash flow from investment activities to cash flow from operating activities. 6 The Austrian merger partner (formerly Neuson Kramer Baumaschinen AG) was consolidated for the first time on October 1, 2007. The revenue figures for 2007, therefore, only includes Q4 revenue for this entity. Pro-forma Group revenue amounted to EUR 979.5 million. 7 Including deferred taxes in the amount of EUR -2.7 million (in conjunction with write-downs on brand value and intangible assets). 8 Adjusted to discount write-downs on intangible assets in the amount of EUR 100.3 million. 1 Pumps 10.9 77.1 - 1.17,8 - 2.48 Return on equity (ROE) as a % Floor saws 7.5 81.2 2.5 6.9 Capital employed (average) Rotary drills (10 kg class) 3.2 80.6 ROCE I as a % Weighted average cost of capital (WACC) Cut-off saws 30.8 Further Information 2 Publishing Details / Financial Calendar To our Shareholders 156 Wacker Neuson SE | Annual Report 2010 Content To our Shareholders Contact Publishing Details Wacker Neuson SE Issued by: Wacker Neuson SE, Katrin Neuffer Corporate Communication Department Product Overview | 2 Interview with the Executive Board | 4 A firm grip! | 9 Report by the Supervisory Board | 23 Declaration on Corporate Governance | 29 The Share /Investor Relations | 36 Group Structure | 42 Combined Management Report | 43 Consolidated Financial Statements | 99 Investor Relations Preussenstrasse 41 Concept, design and realization: 80809 Munich Kirchhoff Consult AG, Germany Germany Content: Phone +49 - (0)89 - 354 02 - 173 Fax Wacker Neuson SE +49 - (0)89 - 354 02 - 298 Print: [email protected] Fritz Kriechbaumer, Munich, Germany www.wackerneuson.com Financial Calendar 2011 March 24, 2011 Publication of financial results 2010, press conference May 13, 2011 Publication of first-quarter report 2011, Analyst conference May 26, 2011 AGM, Munich, Germany August 11, 2011 Publication of half-year report 2011 November 11, 2011 Publication of nine-month report 2011 All rights reserved. Valid March 2011. Wacker Neuson SE accepts no liability for the accuracy and completeness of information provided in this brochure. Reprint only with the written approval of Wacker Neuson SE in Munich, Germany. The German version shall govern in all instances. In the event of discrepancies between the German and the English version, the German version shall prevail. Published on March 24, 2011. Further Information Glossaries | 150 7-Year Comparison | 155 Publishing Details/Financial Calendar | 156 One Group – Three Brands Facts and figures at a glance Wacker Neuson SE is a global manufacturer of light and compact equipment. The company also offers an exceptionally broad portfolio of services. Products under the Wacker Neuson and Kramer Allrad brands are tailored to the needs of professional users in construction, gardening and landscaping as well as to the needs of municipal bodies and companies in the industrial sector. The company’s Weidemann-brand machines are designed to optimize agricultural processes. Rise in Group revenue and gross profit € million in €inmillion in % in % 979.5 1,000 1,000 Our business segments 25 25 870.3 757.9 742.1 800 800 619.3 597.0 600 503.2 600 Light Equipment Compact Equipment Services with the business fields: with the product groups: with the business fields: Concrete technology Track and mobile excavators Service Soil and asphalt compaction Wheel loaders Rental (Central and Eastern Demolition Telehandlers Europe)1 Utility Skid-steer loaders 1 Dumpers More Information 400 400 10 10 200 200 5 5 0 0 0 0 Revenue EBITDA EBITDA margin Revenue margin EBIT margin EBIT margin in % 40 600 + 39 +% 39 %% + 34 + 39 % +2% 400 + 34 +% 34 % + 34 % +400 39 % 23 % - 11- % 500 + 2+%2 % +2% 400 - 11 % - 23 % - 23 %500 + 39+% 34 % + 39 % + 34 % 400 + 34 % 300 200 200 200 200 100100 100 100 100 100 100 0 0 0 Light Equipment 0 0 0 0 300300 300 300 200 200200 200 100 0 2008 +5% +5% 300 +2% +2% + 39 % +5% 538.9 531.3 486.7 + 34 % 400 300 Compact Equipment 2007 2007 2008 2008 2009 2009vs. 2010 20102007 2010 2010 vs. 2008 vs. 2008 2008 2009 2007 2010 2010 vs.2010 vs. 2008 2009 2009 2007 2010 20092008 vs. 2008 201020092010 2010vs. 2010 vs.2009 2008 20102007 2010 vs. 2008 vs. 2009 20082010 2009 vs. 2009 2010 2009 2010 2010 2008 2010 vs. 2009 2007 2008 2009 2010 2010 vs. 2008 2010 vs. 2009 More Information 2010 vs. 2008 2005 2007 2008 pro-forma1 2009 2010 ROCE I 2006 2007 2008 pro-forma1 Average capital employed 2009 2010 -5 in € million ROCE I in % 950 Healthy asset and financial position 910.4 95 909.1 850 830.6 789 750 Revenue according to segment reporting in % Sales by business segment1 as a % (previous year) 910.4 95 909.1 850 830.6 789 750 75 650 38.8 Light Equipment (35.5) 36.0 Compact Equipment (34.1) 25.2 Services (30.4) 73.7 Europe (78.0) 22.2 Americas (17.3) 4.1 Asia (4.7) 550 55 2005 350 289.9 250 35 282.4 15 150 9.4 2005 Consolidated sales before discounts 59 45.1 - 50 1 As planned, we turned the net cash position from 2009 550 into a slight net financial debt of EUR 13.7 million 55 as 450 financial markets grew more confident. Wacker Neuson 35 is 350a high equity ratio in excess of 80 percent and has 289.9 282.4 almost debt-free with a low gearing of only 1.7 percent. 250 The 15 lines 150Group has drawn on less than half of its credit 59 and50thus has 45.1 plenty of financial backing. 13.7 9.4 p. 60 For more informationen -5 - 50 450 50 75 650 in € million 950 Sales by region as a % (previous year) -5 0 2005 p. 68 p. 65 2006 Average capital employed Key figures from the balance sheet 2005 – 2010 More Information 5 0 5 Dienstleistungen 2010 vs. 2009 35 Average capital employed increased as a result of30 400merger in 2007. Negative EBIT in 2009 led to 25 the a negative return on capital employed. In 2010, the20im300 269.4 provement in the Group’s earnings situation pushed 236.5 15 200 ROCE up to almost 7 percent. 10 p. 55 For more informationen 10 100 531.3 0 15 200 538.9 486.7 20 269.4 236.5 0 Light Equipment Compact Equipment Dienstleistungen Light Equipment CompactServices Equipment Dienstleistungen Light Services Equipment Light Equipment Compact Equipment Light Equipment Services Compact Equipment Light Equipment Compact Equipment Compact Equipment Compact Dienstleistungen Light Equipment Equipment Dienstleistungen 40 600 100 25 +5% +5% 35 30 - 23 % - 11 % +2% +2% + 5+%5 % 300 +5% 300 2007 - 11 500 % in % in € million 500 in € million 537.4 400400 + 39 % 400 Net earnings margin Net earnings margin Capital employed and ROCE 2005 – 2010 - 23- % 23 % 500 - 23 % and (p.(p. 54 54 and 60).60). 3 Compound annual growth rate (CAGR) over a period of three years. Compound annual growth rate (CAGR) over a period of three years. 537.4 p. 2/3 - 11- % 11 - 23%% - 11 % 1 Pro-forma figures if Neuson Kramer subgroup had been consolidated Pro-forma figures as as if Neuson Kramer subgroup had been consolidated in in in fiscal 2007 (consolidation of October 1, 2007). fullfull in fiscal 2007 (consolidation as as of October 1, 2007). 2 2 2009 profit margins discounting goodwill impairment and restructuring costs 2009 profit margins discounting goodwill impairment and restructuring costs 3 Increased return on capital employed (ROCE) In countries where we are not in direct competition with our key accounts. 500 400 15 15 2 2 2009 2008 2009 2010 2005 2006 2006 2007 2007 2007 2007 2008 2005 2010 1 1 pro-forma pro-forma in € million - 11500 %500 500 20 20 1 Development of business segments 500 In the years from 2005 to 2008, Wacker Neuson increased revenue by 20 percent on average3. The sharp drop in revenue in 2009 resulted in the company reporting an operating loss for the first time in its history. By mid-2010, the company had returned to the profit zone and posted a double-digit EBITDA margin for the entire year. Wacker Neuson is aiming for an EBITDA margin in excess of 15.0 percent in the medium to long-term. p. 52 For more informationen Development of revenue and margins 2005 – 2010 2006 - 43.1 2007 2008 2009 -5 2010 Net financial debt Equity before minority interests in € million in € million Gearing Equity ratio before minority interests in % in % - 43.1 2007 - 24.9 2008 2009 2010 This Annual Report contains forward-looking statements which are based on the current estimates and assumptions by the corporate management of Wacker Neuson SE. Forward-looking statements are characterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate and similar formulations. Such statements are not to be understood as in anyway guaranteeing that those expectations will turn out to be accurate. Future performance and the results actually achieved by Wacker Net financial debt Equity before minority interests Neuson SE and its affiliated companies depend on a number of risks and uncertainties and may therefore in € million in € million differ materially from the forward-looking statements. Many of these factors are outside the Company´s Gearing Equity ratio before minority interests in % in % control and cannot be accurately estimated in advance, such as the future economic environment and the actions of competitors and others involved in the marketplace. The Company neither plans nor undertakes 13.7 - 24.9 2006 Disclaimer to update any forward-looking statements. Wacker Neuson SE Annual Report 2010 Figures at a glance 2010 Wacker Neuson Group at December 31 in € million 2010 2009 Revenue 757.9 597.0 EBITDA Depreciation and amortization 2008 Key figures 870.3 77.8 27.2 (36.7) 1 100.9 41.1 140.3 (40.0)5 43.0 EBIT 36.7 - 113.1 (- 3.2)2 58.0 EBT 32.7 - 115.5 (- 5.6)2 55.7 Profit for the period 23.9 - 110.1 (- 2.9)2, 6 37.4 Number of employees 3,142 3,059 3,665 Earnings per share in € 0.34 - 1.57 0.53 Dividends per share in € 0.173 0 0.19 Share Key profit figures Gross profit as a % 33.1 EBITDA margin as a % 10.3 4.6 (6.2)1 11.6 4.8 - 18.9 (- 0.5)2 6.7 EBIT margin as a % 30.8 33.7 Key figures from the balance sheet Non-current assets 673.9 632.7 750.0 Current assets 356.3 339.0 428.6 Equity before minority interests 830.6 789.0 909.1 13.7 - 24.9 59.0 197.3 180.2 266.8 80.6 81.2 77.1 269.3 217.9 303.9 Net financial debt Total liabilities Equity ratio before minority interests as a % Working capital ROCE I as a % 6.9 - 2.45 10.8 ROCE II as a % 5.2 -1.95 7.4 Capital employed (average) ROE as a % 531.3 3.0 538.9 -1.45, 6 537.4 4.2 Cash flow Wacker Neuson SE Preussenstrasse 41 80809 Munich Germany Phone + 49 - (0)89 - 354 02 - 0 Fax + 49 - (0)89 - 354 02 - 390 www.wackerneuson.com 5100000724| 04-2011| Layout KC | Print Kriechbaumer A firm grip! Annual Report 2010 Cash flow from operating activities 44.9 138.3 38.14 Cash flow from investing activities - 85.2 - 38.1 - 16.44 Investments (property, plant and equipment and intangible assets) 85.0 43.4 101.8 Cash flow from financing activities - 10.3 - 53.0 - 21.9 Free cash flow - 38.8 100.6 23.4 Figure in parentheses adjusted to discount restructuring costs in the amount of EUR 9.6 million (p. 54 and 60). Figure in parentheses adjusted to discount restructuring costs in the amount of EUR 9.6 million and discount write-downs on intangible assets in the amount of EUR 100.3 million (p. 54 and 60). 3 Dividend payment to be proposed at the AGM on May 26, 2011. 4 The position “Interest received” has been shifted from cash flow from investing activities to cash flow from operating. 5 Adjusted to discount write-downs on intangible assets (p. 54 and 60). 6 Incl. deferred taxes in the amount of EUR -2.7 million (resulting from write-downs on brand value, intangible assets). All consolidated figures prepared according to IFRS. A complete list of figures from the past seven years is provided at the end of this report. 1 2