Annual Report 2013 - Wacker Neuson Group
Transcription
Annual Report 2013 - Wacker Neuson Group
Acting now. Annual Report 2013 Facts and figures at a glance Entwicklung der Geschäftsbereiche 2009–2013 Development by business Development segment 2009 by business Development toDevelopment 2013 segment byby business 2009 business to 2013 segment segment 2009 2009 Development toto 2013 2013 by business segment 2009 to 2013 Entwicklung der Geschäftsbereiche 2009– in2013 Mio. € in € million in € million in in € million € million in € million Revenue development of business segments in Mio. € in € million +1.7% +1,7% 600 in € million +11.5% +1,7% +1.7% 600 600600 +11,5% 600 400 400 500 500 500 400,4 407,2 400.4 407.2 520,0 466,5 400 300 300 200 200 100 100 0 0 300 300 200 200 100 100 0 +11,5% 520,0 520.0 520.0 466,5 500500 466.5 466.5 +3.9% 400,4 407,2 400 +3,9% 407.2 407.2 400.4 400.4 400.4 407.2 400400 600 500 +11.5% +1.7% +1.7% 300300 200 200 248,5 239,2 in € million +11.5% +11.5% 600 520.0 520.0 500 +3,9% 466.5 466.5 +3.9% 2011 2012 520.0 466.5 +3.9% +3.9% 400.4 407.2 400 +3.9% 300 239,2 248,5 248.5 248.5 239.2 248.5 239.2 239.2 200 239.2 248.5 100100 239.2 248.5 100 0 0 0 0 Baugeräte Kompaktmaschinen Dienstleistungen Light equipment Compact Light equipment equipment Compact Light Services Light equipment equipment Compact Compact Services equipment equipment Light Services Services equipment Baugeräte Kompaktmaschinen Dienstleistungen 2009 2010 2009 2010 2011 2013 vs. 2012 2013 vs. 2012 +11.5% +1.7% 2009 2010 2011 2012 2013 2009 2012 2010 2013 2011 2009 20092012 2010 20102013 2011 2011 2012 2012 2013 2013 vs. 2012 More Information 2013 vs. 2012 2013 2013 vs.vs. 2012 2012 2013 2013 p. 61 2009 2010 Compact equipment 2011 2012 Services 2013 2013 vs. 2012 Revenue according to segment reporting Revenue by business segment1 Sales by region as a % (previous year) as a % (previous year) 34.6 Light equipment (36.2) 44.2 Compact equipment (42.2) 21.1 Services (21.6) 1 71.3 Europe (71.1) 25.6 Americas (25.3) 3.1 Asia-Pacific (3.6) Consolidated revenue before discounts; differences attributable to rounding. More Information More Information p. 61 p. 58 Quarterly revenue trends -6.2% Quarter-on-quarter comparison: revenue 2009 to 2013 in € million -6.2% +15.8% 350 300 250 +8.6% +6.4% 329.0 274.0 257.1 284.2 276.3 254.5 297.1 279.1 200 150 100 +15.8% The first quarter of 2013 performed to the350 long winter in the northern hemisphere.300The situation had 329.0 274.0 already improved by the second quarter, however. Results for 257.1 300 250 297.1 284.2 279.1 276.3 274.0 the250 third quarter are typically lower than the second due to 257.1 254.5200 seasonal fluctuations. Nevertheless, it was150 a positive period 200 for Wacker Neuson. During the fourth quarter, the Group 150 100 benefited from the mainly mild winter conditions, which enabled 100 50 construction activity to continue longer into the winter season 50 0 in Europe. Revenue for Q4 was thus 6.4 percent higher than in Q1 0 the previous year. Q1 Q2 Q3 Q4 2009 0 Q1 2010 2013 vs. 2012 Q2 2011 2012 Q3 2013 Q4 2010 2011 2013 vs. 2012 More Information p. 42 2012 +15.8% +8.6% +6.4% below expectations due 350 2009 50 2009 -6.2% 2013 2010 2013 vs. 2012 2011 +8.6% 329.0 284.2 27 254.5 Q2 Q3 2012 2013 Development of revenue and profit margins 2009 to 2013 +94% in € million as a % 1,200 1,091.7 1,000 1,159.5 991.6 800 25 20 757.9 600 30 597.0 15 400 10 200 5 as a % relative to Neuson’s revenue for 2013 rose by 6.2 percent the 1,200previous year, reaching a new record high of EUR 1,159.5 million. 30 1,159.5 Group revenue has thus increased by over 90 percent in just four 1,091.7 1,000 991.6 an easy year, however. 25 years. 2013 was by no means Sales of construction equipment fell at times, particularly in Europe, and 800 20 757.9 an impact on many manufacturers. The fact this development had that Neuson’s business continued to develop positively, 600 Wacker 597.0 15 however, confirms that the Group’s go-to-market strategy is on the 400 path. With an EBITDA margin of 13.2 percent, 10the Group has right met its profit forecast for 2013 and increased profitability relative 5 200 to the previous year. 0 1 0 0 20091 2010 2011 2012 +94% in € million Wacker 0 009 profit margins 2 adjusted to discount goodwill impairment, 20091 2010 2011 2012 2013 restructuring costs. Revenue 2013 EBITDA margin EBIT margin Net earnings margin 2013 vs. 2009 Revenue EBITDA margin EBIT margin Net earnings margin 2013 vs. 2009 Return on capital employed (ROCE) as a % in € million 859.4 800 35 793.6 30 646.9 600 538.9 25 531.3 as a % in € million Capital employed and ROCE II 2009 to 2013 20 400 15 Return on capital employed (ROCE) shows how much return a 859.4 company realizes on the total capital it employs. It35is calculated by 800 793.6 comparing EBIT with the capital invested during a fiscal year. In 2013, 30 Wacker Neuson realized a646.9 return of 11.0 percent before tax (ROCE I) 600 25 and 7.7 percent tax (ROCE II). The ROCE II figure was higher 538.9 after 531.3 than the weighted average cost of capital (WACC), 20 which came to 7.1400percent. Overall, the Group thus produced economic value added 15 (EVA) in the amount of EUR 5.1 million in 2013. 10 200 5 10 200 5 0 0 0 2009 2010 Average capital employed 2011 2012 2013 -5 0 2009 2010 Average capital employed 2011 2012 2013 ROCE II ROCE II as a % in € million Healthy assets and finances 950 as a % in € million 901.1 789.0 901.1 789.0 Balance sheet ratios 2009 to 2013 950 914.7 935.5 95 830.6 750 75 550 55 350 214.2 0 -50 90.4 -24.9 2009 13.7 2010 Equity before minority interests in € million Gearing as a % 177.2 2011 2012 2013 Net financial debt in € million Equity ratio before minority interests as a % 935.5 95 750 75 a high equity Wacker Neuson is in a healthy financial position with ratio of around 71 percent and gearing of around 19 percent. In 2013, 550 55 Wacker Neuson reduced net financial debt by EUR 37 million to EUR 177 million. The Group has only drawn on just under 45 percent 350 35 of its credit lines and thus has sufficient financial headroom. 214.2 0 -50 -24.9 13.7 2009 15 Equity before minority interests in € million Gearing as a % 177.2 90.4 35 0 -5 914.7 830.6 150 150 -5 2010 15 0 -5 2011 2012 2013 Net financial debt in € million Equity ratio before minority interests as a % p Facts and figures at a glance Record-breaking revenue Figures at a glance 2013 Wacker Neuson Group at December 31 in € million 2013 2012 Changes 1,159.5 1,091.7 6.2% 153.4 141.7 8.3% Depreciation and amortization 58.6 56.8 3.2% EBIT 94.7 84.9 11.6% EBT 88.0 77.8 13.0% Key figures Revenue EBITDA Profit for the period Number of employees R&D ratio (incl. capitalized expenses) as a % 61.2 54.1 13.0% 4,157 4,096 1.5% 3.1 3.1 0 PP Share Earnings per share in € 0.87 0.77 13.0% Dividends per share in € 0.401 0.30 33.3% 13.2 13.0 +0.2 PP 8.2 7.8 +0.4 PP Non-current assets 792.0 790.2 0.2% Current assets 530.4 554.6 -4.4% Equity before minority interests 935.5 914.7 2.3% Gearing as a % 18.9 23.4 -4.5 PP Equity ratio before minority interests as a % 70.7 68.0 2.7 PP 6.6 6.1 0.6 PP Key profit figures EBITDA margin as a % EBIT margin as a % Key figures from the balance sheet ROE as a % Average working capital to revenue as a % Capital employed (average) ROCE II as a % 39.2 37.9 1.3 PP 859.4 793.6 8.3% 7.7 7.6 0.1 PP Cash flow Cash flow from operating activities 132.6 13.6 874.7% Cash flow from investing activities -75.9 -99.9 -24.0% 86.8 104.0 -16.6% -60.1 88.8 – 56.7 -86.3 – Investments (property, plant and equipment and intangible assets) Cash flow from financing activities Free cash flow Dividend proposal for the AGM on May 27, 2014. All consolidated figures prepared according to IFRS. A seven-year overview of key indicators is provided at the end of this report. 1 To our Shareholders The Wacker Neuson Group The Wacker Neuson Group is a leading manufacturer of light and compact equipment with over 40 affiliates, 140 sales and service stations and more than 12,000 sales and service partners across the globe. The Group can trace its roots back to 1848. With its broad portfolio and efficient, global spare parts service, Wacker Neuson is the partner of choice among professional users across a wide range of industries, including the construction, gardening, landscaping and agriculture sectors, as well as among municipal bodies and companies in industries such as recycling and energy. In 2013, Wacker Neuson achieved revenue of EUR 1.16 billion and employed over 4,100 people worldwide. Content Along with this year’s Annual Report, you are receiving a copy of the Wacker Neuson To Our Shareholders sustainability brochure. Anchored in 2 Interview with the CEO the tradition of a family-run business 7 Management and actively lived across generations, 8 Global Presence sustainability has always enjoyed a high 10 Product Overview priority at the Wacker Neuson Group. 13 The Share/Investor Relations 19 Report by the Supervisory Board 24 Corporate Governance Declaration and Report In 2013, we launched a far-reaching initiative looking at our current and future responsibilities towards society and the environment as part of our commitment to sustainable development. This brochure outlines the insights we gained along with 33 Combined Management Report 97 Consolidated Financial Statements Further Information 150 Glossaries 156 Publishing Details/Financial Calendar 7-Year Comparison the goals we defined on that basis. 2 Wacker Neuson SE | Annual Report 2013 Interview with the CEO “ON A STEADY GROWTH PATH” Mr. Peksaglam, against a challenging market backdrop, Wacker Neuson performed very well in 2013 compared with major competitors. And yet you are not fully satisfied. Why is that? We just about managed to achieve the targets we had set for ourselves at the start of the year. With revenue of EUR 1.16 billion and an EBITDA margin of 13.2 percent, we did what we set out to do, but of course we had expected better results. It is of little comfort to us that only a few companies in our peer group and the construction sector as a whole managed to improve on their prior-year results. Admittedly, market conditions were tough in 2013. To use a sporting analogy: we did indeed jump the height we had set ourselves, but we would have preferred to clear the bar by a much greater distance. Why do you think you did not exceed expectations? First of all we had to contend with a longer than usual winter on the Northern Hemisphere. I remember that snow was on the ground when we were setting up for bauma 2013 in Munich, and that was April. The winter slow-down was particularly pronounced in Q1 2013 compared with the previous year, with revenue down 6 percent and profit before interest and tax down by as much as 58 percent. It was difficult to make up for that setback over the rest of the year. Another “One thing that paid off was our strategy to broaden the reach of our compact equipment segment beyond the traditional confines of Europe.” obstacle was the weak demand in some of our core markets. Key customers in Australia and New Zealand were reluctant to invest because demand from the mining industries had dropped off. In South America, the crisis in Brazil saw our sales there shrink. We also suffered losses in parts of Eastern Europe. Of course this wasn’t helped by exchange rate fluctuations in some of our important markets – if these were discounted, our revenues would actually be 8 percent higher to previous year. Apart from that, a stronger Euro makes it harder to export to countries that are not in the eurozone. 3 To our Shareholders Interview with the CEO › Cem Peksaglam CEO and Chairman of the Executive Board Let’s move on to the good news. What were the success stories of the year? Well, there was a lot of good news! Our strategy to broaden the reach of our compact equipment segment beyond the traditional confines of Europe pays off. With this new international focus, we achieved a 12-percent rise in revenue in this segment. We were also very pleased to grow our business in Europe by 6 percent, which clearly outperforms the industry average in Europe. Finally, signs of strong growth in key target markets filled us with confidence for our future development. Revenue were up 72 percent in the UK for instance, 28 percent in Russia and 24 percent in Turkey. The trends you refer to – both positive and negative – are all of a short-term nature. Are there any longer-term structural changes that could have a lasting impact on Wacker Neuson’s business? We are seeing fundamental shifts in the market – on both the provider and buyer sides. More and more companies are forming alliances and merging in a bid to strengthen their position in the global market and increase market share. The latest examples come from Palfinger of Austria and China’s Sany, which underpinned their joint venture with reciprocal shareholdings, and also Manitou from France and the Japanese company 4 Wacker Neuson SE | Annual Report 2013 Yanmar, which are coming together to strengthen their distribution activities in the Americas. It is a similar story with our customers. Four major Southern European rental companies have formed an alliance to meet the difficult economic challenges in their home markets. Then there is the regional partnership between the two European rental companies Cramo and Ramirent with the aim of jointly reaching into some Eastern European markets. And of course we cannot ignore the new competitors encroaching on our core markets, in particular the Chinese companies. Sany, for example, is looking to get into the mini excavators segment in Europe. We too are constantly looking at ways to optimize our market reach and position, whether organically or through alliances and acquisitions, either on a regional or global scale. So you are seeing consolidation of both manufacturers and customers, plus new competitors. In other words, competition is getting hotter. How confident do you feel in this climate? Very confident. We regard competition as something to be welcomed. It forces companies to provide better products and services, so in the end everyone benefits. Wacker Neuson is on a strong footing right across the world. For one thing, the breadth of our light and compact equipment portfolio is unique. Our customers increasingly welcome our one-stop service. As we have integrated sales, service and logistics globally, our customers enjoy a single point of contact. Another thing we can be proud of is the outstanding quality of our products and services, which have set standards in many areas. These strengths, combined with our extensive expertise in development and production, “We will remain on the attack – both on the technology and sales fronts.” will continue to give us a powerful springboard. From a global perspective, it is true of course that we are better positioned in some markets than others. But we see this as an opportunity to step up growth. I take it that Wacker Neuson’s robust financial shape is fueling your confidence? Yes, it provides certainty and ensures continuity. A solid financial footing is imperative for companies seeking to maintain their technology leadership through innovation, further expand their existing markets and tap into new markets. We are rock solid. Our equity ratio of over 70 percent is very high, not only for our sector but for others, too. In 2013, this metric actually increased by 3 percentage points. At the same time, our gearing fell from 23 percent to 19 percent, again a figure we are very comfortable with. Despite numerous operational challenges, such as the start-up of our new compact equipment plant in Hörsching near Linz (Austria) and more demanding market requirements in a difficult climate, we were still able to improve several indicators. One of these was working capital, which we managed to reduce in 2013 despite our revenue growth. Your investment outlay fell from EUR 104 million to just under EUR 87 million. Should this be interpreted as a defensive measure? It would be hard to describe it as defensive given that investments are one and a half times greater than write-downs. This clearly places us on an expansion curve, which is where we need to be if we want to capitalize on opportunities in our markets. It must be pointed out that we had two investment-heavy years prior to 2013, with major projects like our new headquarters and R&D complex in Munich as well as the Hörsching plant, so it is not surprising that we have consciously cut back to a lower level. Two thirds of our total investment has gone into expanding our sales activities, sales promotion programs and our rental fleet for Central Europe, all of which will aid our future growth. It is also the case, of course, that this deliberate trimming of investment activity has resulted in us recording a positive free cash flow for the first time since 2009, amounting to EUR 57 million. We are targeting positive free cash flow again in 2014 – with investment of around EUR 85 million. R&D expenditure has also fallen slightly. Is Wacker Neuson putting less effort into innovation? Not at all! When evaluating R&D figures, you have to look beyond current investments recognized in the income statement to include R&D expenses capitalized according to IFRS in other fiscal years. Overall, our R&D ratio for 2013 was 3.1 percent of revenue – exactly the same as the previous year. In absolute terms, this represents an increase of 4 percent compared with the previous year. R&D has always been and will continue to be a top priority at Wacker Neuson. Of our 4,100 employees currently over 8 percent work in R&D. So Wacker Neuson is on a sound technological as well as financial footing. How do you see the future panning out at this stage? Well, after practically doubling our revenue in the past four years, we definitely want to continue on this growth path in 2014 and beyond. A wider international footprint will play a key role here. Our long-term goal is to increase our revenue share in markets outside Europe from the current level of 29 percent to around 50 percent. Huge potential lies in the emerging markets, which to date account for one eighth of our revenue. We see very promising opportunities in fast-growing markets like China, South America and Russia, but also in the ASEAN1 and SAARC2 countries. Indeed, we recently established a new affiliate in Singapore. But we also want to continue growing in our core markets of Europe and North America. Our strong financial position and market leadership in technology and sales will stand us in good stead here. We also see scope for cost-cutting through streamlining of our global operations. For example, we want to improve the coordination 1 2 ASEAN: Association of Southeast Asian Nations. SAARC: South Asian Association for Regional Cooperation. 5 To our Shareholders Interview with the CEO 6 Wacker Neuson SE | Annual Report 2013 of our sales activities and supplier management across the world. The same goes for quality management. Through our corporate GIPI strategy, we will continue to focus on Growth Internationalization Professionalization Integration our priorities of Growth, Internationalization, Professionalization and Integration. And what are your targets for 2014? We want to see fastest growth rates beyond Europe – this is where we see the greatest potential. But at the same time we will certainly not be neglecting our core markets in Europe an North America. We are targeting a revenue figure somewhere between EUR 1,250 and 1,300 million and an EBITDA margin of between 13 and 14 percent this year. At any rate, we intend to reinforce our comfortable financial and asset position. This will be our foundation for international expansion and our springboard to capitalize on M&A opportunities. One thing is certain: we will remain on the attack – both on the technology and sales fronts. Just a final few words on a new feature in your Annual Report. You have included a separate corporate social responsibility brochure for the first time this year. What is the thinking behind this? “Quite rightly, a company’s environmental performance and social engagement are increasingly influencing the valuation of listed companies.” By publishing the “Thinking ahead. Sustainability at the Wacker Neuson Group.” brochure, we are responding to growing interest among our shareholders and the general public in the subject of corporate responsibility. Quite rightly, a company’s environmental performance and social engagement are increasingly influencing the valuation of listed companies. This gave us the motivation to report on our committed efforts in this area in a separate brochure. We consciously adopted a lighter style and focused on interesting projects in order to reach a wide audience. The “Sustainability” section will of course still be included in our Annual Report. Both our Annual Report and sustainability brochure are well worth reading! Thank you for the interview, Mr. Peksaglam. The CEO was interviewed by Joachim Weber – Economics journalist Joachim Weber started his career with an apprenticeship in industrial business management (mechanical engineering). He followed up on this with a degree in business management (minor in business IT) at the University of Hamburg. From 1974 to 2007, he worked as a business and industry reporter for the German-language daily newspapers “Die Welt” and “Handelsblatt”. Today, Joachim Weber works as a freelance journalist, focusing mainly on the interface between economics and technology, an area of journalism that continues to offer interesting opportunities in Germany. 7 To our Shareholders Management Management (from left to right) › Martin Lehner CTO (Deputy Ceo) › Günther C. Binder CFO › Cem Peksaglam CEO Responsible for procurement, production, technology and quality. Responsible for finance, audit and IT. Responsible for strategy, sales, logistics, service, marketing, investor relations, corporate communication, sustainability, compliance, HR, legal matters and real estate. 8 Wacker Neuson SE | Annual Report 2013 Wacker Neuson around the world Global distribution via affiliates plus Wacker Neuson stations and partners for sales and services. Canada Toronto US Menomonee Falls US Menomonee Falls US Norton Shores The Netherlands Ammersfoort UK London France Paris Spain Madrid Mexico Mexico City European affiliates, sales and service stations Affiliates Sales and service stations Brazil Juniai (near São Paulo) Chile Santiago de Chile 18.01.2008 CMYK Headquarters of Wacker Neuson SE (holding company) Affiliates Associated companies Germany Munich Germany Reichertshofen Germany (Weidemann) Korbach Germany (Kramer) Pfullendorf Norway Oslo Production sites Reichertshofen, Korbach, Pfullendorf (Germany), Linz/ Hörsching (Austria), Kragujevac (Serbia), M enomonee Falls, Norton Shores (US), Manila (Philippines) Production Site Affiliate Headquarters Associated companies China Site Denmark Karlslunde Sweden Malmö Russia Moscow 18.01.2008 CMYK Poland Warsaw Czech Republic Prague China Beijing Hungary Budapest China Shanghai Turkey Istanbul China Shenzhen Serbia Kragujevac China Hong Kong Philippines Manila Austria Vienna Thailand Bangkok Austria Linz/Hörsching Italy Bologna Singapore Singapore Switzerland Zurich South Africa Johannesburg India Bangalore Australia Melbourne 9 To our Shareholders Global presence 10 Wacker Neuson SE | Annual Report 2013 Our product philosophy: Process know-how Wacker Neuson is the ideal one-stop provider of light and compact equipment guaranteed to optimize our customers’ construction processes. The Group is a market leader in many product areas. Light equipment Selection Concrete technology Internal vibrators External vibrators Converters Trowels Rebar technology Compaction Rammers Vibratory plates Remote control compaction equipment Rollers Worksite technology Cut-off saws Gasoline breakers Floor saws Electric breakers Pumps Generators Lighting sytems Hydronic surface heaters The technical glossary contains more detailed information on exact areas of deployment p. 150 11 To our Shareholders Product overview Compact equipment Services Selection Excavators Parts repair1 Compact excavators Zero-tail excavators Mobile excavators Dumpers Parts exchange Track dumpers Four-wheel dumpers Four-wheel dumpers with cabs Skid steer loaders Rental service1 Skid steer loaders (< 700 kg) Skid steer loaders (> 700 kg) Track skid steer loaders Wheel loaders All-wheel-drive wheel loaders Maintenance1 All-wheel-drive tele wheel loaders Articulated wheel loaders Hoftracs® models and All-wheel-drive wheel loaders for the wheel loaders for the agricultural industry agricultural industry Telescopic handlers Compact telescopic handlers Financing Telescopic handlers Telescopic handlers for the agricultural industry Telescopic handlers for the agricultural industry 1 in selected countries. GIPI corporate strategy Growth Internationalization Professionalization Integration Growth IN FOUR YEARS, WE HAVE ALMOST DOUBLED OUR REVENUE Revenue since 2009 + 94% € € 597 m 2009 Read more on 1,160 m p. 43 2013 Our share in 2013 For the markets, 2013 was one of the best years in recent history. Germany’s main share index, the DAX, made gains following the easing of the euro crisis and an upturn in the all-important export markets for German companies, especially in North America. During 2013, the Wacker Neuson share rose by a good 9 percent, with a further increase of around 7 percent recorded from January to mid-March 2014. Share and index information Shares in Wacker Neuson SE have been traded in the regulated Prime Standard segment of the Frankfurt Stock Exchange since 2007 and they are listed in the SDAX index. Wacker Neuson has been included in the “DAXplus Family” index since 2010. This index comprises around 120 German and international companies from the Frankfurt Stock Exchange’s Prime Standard segment. For a company to be included in the DAXplus Family Index, the founders must hold at least 25 percent of the voting rights, or sit on the Executive or Supervisory Board and hold at least five percent of the voting rights. The weighting in this index is based on market capitalization of the free float. Market conditions for construction equipment manufacturers 2013 was not an easy year for the global construction industry. Conditions in established markets proved challenging because of continued cuts in government spending and falling demand for construction equipment in some quarters. Following the strong growth of previous years, demand also fell back in many of the emerging markets. Nearly all companies in the construction equipment sector reported figures below their 2012 levels. Despite a slow start to the year caused by harsh weather conditions, the Wacker Neuson Group was able to recover quickly and was recording good growth in some areas from the second quarter of 2013, allowing us to deliver on our ambitious forecast for the year. The Wacker Neuson share At the start of fiscal 2013, the Wacker Neuson share was listed at EUR 10.51, rising to EUR 12.48 by the end of March. It lost momentum after that, however, and fell to a year low of EUR 9.24 on June 25, 2013. In the second half of the year, the share rallied to peak at EUR 12.75 on November 28, 2013. It closed the year on EUR 11.49 – an increase of 9 percent on the year’s opening price. Stock market trends in 2013 Following an outstanding year in 2012, when the DAX index rose by as much as 29 percent, the continued easing of monetary policy partly resulted in further significant gains in 2013. Investors continued to be attracted by assets like shares, not least because of low central bank interest rates and the monthly purchase of government bonds and securities by the US Federal Reserve. Another important factor was the easing of the sovereign debt crises in the eurozone, which gave markets a further boost. Germany’s DAX leading index saw another 25-percent increase in 2013, reaching a record high of 9,500 points by the end of the year. The SDAX rose by 27 percent during the same period. Stock exchanges throughout Europe recorded similar performance, and the US exchange proved particularly successful. In Tokyo, the markets reached levels not seen for over 40 years. In most cases, however, company profits could not match the performance of the markets during 2013. 13 To our Shareholders The Share/Investor Relations Key indicators for the Wacker Neuson share in € 2013 2012 High 12.75 13.45 Low 9.24 9.06 Average 11.01 11.23 Year-end 11.49 10.35 25,899 27,354 0.87 0.77 Average daily trading volume in shares Earnings per share1 13.39 13.09 Dividend payment proposed1 0.402 0.30 Payout ratio as a % 45.92 38.9 805.6 725.9 Book value per share 1 Market capitalization at year-end in € million 1 2 70,140,000 shares. D ividend payment to be proposed at the AGM on May 27, 2014. 14 Wacker Neuson SE | Annual Report 2013 1. Share price trends 160 Jan. 1, 2013 – Mar. 12, 2014 as a % 150 140 130 120 110 100 90 80 Jan. 2013 Feb. Mar. WACKER NEUSON Apr. May Peer group Jun. SDAX Jul. Aug. Sep. Oct. Nov. Dec. Jan. 2014 Feb. DAX Peer group: Manitou, Haulotte, Palfinger, Caterpillar, Terex, Ramirent, Cramo, Atlas Copco, Bauer, Deutz. Volatilität in € 2. Monthly highs, lows and 14 averages for Wacker Neuson share 12 Jan. 1, 2013 – Feb. 28, 2014 in Euro 10 8 6 Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. 2013 High/low price Oct. Nov. Dec. Jan. 2014 Monthly average 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 Feb. 15 To our Shareholders The Share/Investor Relations The Executive Board and the Supervisory Board at the AGM on May 28, 2013 in Munich. By March 12, 2014, it had climbed around 7 percent to reach EUR 12.31, which corresponds to a market capitalization of EUR 863.1 million. p. 14 figs. 1 + 2 Performance of construction and construction supplier shares p. 14 fig. 1 shows how the Wacker The above chart Neuson share performed in relation to our peer group as a whole since January 2013. The index includes French companies Manitou, a telescopic handler manufacturer, and Haulotte, a lifting equipment specialist, Austrian crane and hydraulic lifting systems manufacturer Palfinger, the American construction equipment manufacturers Caterpillar and Terex, north European rental companies Ramirent and Cramo, the Swedish industrial company Atlas Copco and German companies Bauer – specialist in underground construction – and Deutz for engines. Our share price development up to the middle of the year was broadly similar to that of our peer group, but it underperformed slightly in the second half of the year. General meeting and dividends The Annual General Meeting of Wacker Neuson SE took place in Munich on May 28, 2013. Around 220 shareholders with 57,576,099 voting rights were represented. Based on a share capital of 70,140,000 shares, this corresponds to 82.1 percent of shareholders. The AGM approved the proposal to pay out a dividend of EUR 0.30 per share for 2012 (2011: EUR 0.50). This represented a total payout of EUR 21.0 million. The distribution ratio thus panned out at around 39 percent based on Group profit for the year of EUR 54.1 million. This was in line with the long-term dividend policy pursued by the Supervisory Board and the Executive Board, which defines a minimum distribution of 30 percent of Group profit. At this year’s AGM on May 27, 2014, the Executive Board and the Supervisory Board will propose a dividend of EUR 0.40 for 2013. This would correspond to a payout ratio of around 46 percent based on Group profit for 2013 of EUR 61.2 million. Ownership structure As of the closing date, December 31, 2013, 63.1 percent of the share capital is held by a consortium made up of the Wacker and Neunteufel families (for information regarding the consortium and pool agreement, see p. 81). The Executive Board of Wacker Neuson SE holds a further 0.5 percent of the shares. The remaining shares are held by private and institutional investors. To the best of our knowledge, the majority of our shares (free float) – over 60 percent – are held by German investors. Strong relationships – proactive communication Maintaining good relationships and regular contact with private shareholders, analysts, investors and other stakeholders is important to us; this is the only way to ensure that market players can realistically assess and evaluate our share and its development. In 2013, we actively briefed capital market players at the AGM and at investor conferences and roadshows in Germany 16 Wacker Neuson SE | Annual Report 2013 and abroad. The objective here is to keep analysts and investors up to speed on trends in our markets and lines of business, as well as on our current challenges and go-tomarket strategies. Shareholder structure as a % of total 33 Share consortium (Wacker family share)1 30 Share consortium (Neunteufel family share)1 0.5 Wacker Neuson Executive Board 36 2 Private and institutional investors 3 A wealth of up-to-date information is available on our website www.corporate.wackerneuson.com under Investor Relations. This includes annual and quarterly reports, press releases and ad-hoc announcements, plus presentations. The latest share evaluations from analysts are also posted on our website. Annual report wins award Geographic distribution of private and institutional investors In 2013, we were very pleased to be awarded eighth place among SDAX-listed companies in the Best Annual Reports 2012 competition organized by ‘manager magazin’ in Germany. manager magazin analyzes the annual reports of around 160 companies listed on the DAX, MDAX, SDAX and TecDAX indices. With the wide range of criteria evaluated, most notably regarding transparency, this competition is regarded as the most comprehensive of its kind in Germany. (free float) Sustainability management at the Wacker Neuson Group Our business strategy is to achieve sustainable profitable growth, thus increasing the company’s value over the long term. For us, sustainable profitable growth is not just about the internal management of target and performance indicators – it is also about measuring and managing the “soft” factors that are likely to shape our future success. As a global corporation, we take our responsibilities towards our stakeholders seriously, especially towards our business partners as well to towards our customers, suppliers and, of course, our employees. But we step up to our responsibilities towards the environment and society as a whole. In order to better meet our corporate social responsibilities (CSR) in future, we have started to establish a professional sustainability management organization. We will be introducing targeted environment and energy management systems at our sites that will enable us to collect and evaluate data and to define appropriate measures (for example to improve energy efficiency). We are publishing our first sustainability brochure under the title “Thinking ahead. Sustainability at the Wacker Neuson Group.” together with this Annual Report. It contains several examples of the ways we are responding to ever-increasing sustainability concerns. For our customers in particular, as a regional % of total 63.0 7.9 22.4 6.6 Germany Austria Europe (rest of Europe) USA (and rest of world) As of December 31, 2013. Differences attributable to rounding. Share capital/number of shares: 70.14 million 1 See information on consortium and pool agreement (p. 81). 2 According to the definition in “Guide to the equity indices of Deutsche Börse”, 31.61% of shares are in free float. 3 Includes shares held by the Wacker and Neunteufel families outside of the consortium. issues such as energy efficiency and cost-effectiveness are increasingly important factors when it comes to purchase decisions. Critical examination of our processes and transparent reporting help us to identify areas for improvement and the action we need to take. The attention we pay to sustainability issues is a matter of growing interest to all of our stakeholders. In 2014, we plan to carry out an extensive survey, which will include analysts and investors, to help identify the factors we should be prioritizing. Next year, we will publish our first Group-wide sustainability report, which will bring us into line with other key capital market competitors in the construction equipment sector. You can learn more about our activities in this area in the enclosed brochure, and in the section on sustainability on page 66 of the Annual Report. Current analyst recommendations for the Wacker Neuson share Name of bank Target price in € Buy Hold Sell Date Deutsche Bank 15.00 Mar. 3, 14 HSBC Trinkhaus & Burkhardt 15.00 Mar. 5, 14 Exane BNP Paribas 14.00 Mar. 3, 14 Bankhaus Lampe 13.00 Mar. 4, 14 Goldman Sachs 13.00 Oct. 14, 13 BHF Bank 11.90 Aug. 9, 12 Commerzbank 11.80 Mar. 3, 14 Kepler Cheuvreux 11.00 Mar. 4, 14 M.M. Warburg 11.00 Nov. 13, 13 Berenberg Bank Jan. 9, 14 9.60 Mean target price 12.53 As of March 12, 2014. Historic overview of analyst recommendations on Wacker Neuson share 17 44 56 33 18 40 25 27 10 10 17 20 10 70 58 50 50 20 17 36 33 18 20 44 33 100 07/07 % Buy 67 03/08 56 09/08 % Hold 11 03/09 22 09/09 45 03/10 40 09/10 42 03/11 55 09/11 70 03/12 20 09/12 25 03/13 30 09/13 40 03/14 % Sell Analysts watching our share with interest Ten analysts regularly evaluate the Wacker Neuson share price. In 2013, Bankhaus Lampe started following our share, and immediately issued a “buy” recommendation. 40 percent of the analysts are currently recommending “buy”. In mid-March 2014, the mean target price was EUR 12.53 per share and the recommendations ranged from EUR 9.60 to EUR 15.00. When we released our preliminary figures for fiscal 2013 on March 3, 2014, the capital market responded positively to our performance over the year. For example, Deutsche Bank changed its recommendation from “hold” to “buy”. The analysts’ positive evaluations of the Wacker Neuson share are based on the following success factors and opportunities in particular: 17 To our Shareholders The Share/Investor Relations Innovation and market leader in light equipment and compact equipment up to 15 tons JJ Sales synergies for compact equipment through existing international sales network JJ Strategic alliances with Caterpillar and Claas JJ Diversification of product portfolio into various sectors, for example agriculture JJ Large share of revenue in Europe, where strong growth is forecast for 2014 JJ These opportunities must, however, be weighed up against risks which have the potential to affect the entire industry. These include general economic risks, currency risks and raw materials risks. GIPI corporate strategy Growth Internationalization Professionalization Integration Internationalization MEGATRENDS ARE INCREASING GLOBAL DEMAND FOR OUR PRODUCTS Looking ahead to 2050 + 17 pp The global population will increase by more than a third1 + 35% More than two thirds of people will live in cities2 68 % 51% 9.3 bn 6.9 bn 2009 2050 2009 2050 1 Read more on p. 91 2 United Nations, World Population Prospects: The 2010 Revision. United Nations, World Urbanization Prospects: The 2009 Revision. Report by the Supervisory Board Board were discussed in depth during Supervisory Board meetings amongst Supervisory Board members and with the Executive Board. Hans Neunteufel Chaiman of the Supervisory Board Dear Ladies and Gentlemen, For 2013 we can report yet another increase in our revenue, in spite of difficult market conditions. In April, the bauma trade fair in Munich provided us with an opportunity to showcase our latest innovations, and ongoing dialog with our employees convinced us of their strong commitment to our company. We would like to take this opportunity to thank all of our people for their dedication and active willingness to assume responsibility, which 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 company. In the run-up to and during its meetings, the Supervisory Board was brought up to date on business developments, changes in assets/liabilities, profit and finances, fundamental issues regarding company planning, company strategy and other key measures by means of written and verbal reports from the Executive Board. The reports to the Supervisory 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 2013. 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 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 and in writing. In addition, the Executive Board presented the Supervisory Board with 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 in particular. Main topics of Supervisory Board and committee meetings in fiscal 2013 Eight plenary meetings of the Supervisory Board were held in fiscal 2013 (with one of these sessions held as a telephone conference). The Presiding Committee met five times and the Audit Committee met on four occasions (with one of these held as a telephone conference). On one occasion the Supervisory Board voted by means of a written resolution. 19 To our Shareholders Report by the Supervisory Board 20 Wacker Neuson SE | Annual Report 2013 The Supervisory Board was regularly involved in the dayto-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 conducted by telephone conference on January 22, 2013, the Supervisory Board discussed the composition of the Executive Board and the assignment of executive mandates. During its meeting on February 13, 2013, the Supervisory Board focused on the preliminary figures for the previous fiscal year, the updated declaration of compliance with the German Corporate Governance Code and information on the condensed version of Group strategy. Other items on the agenda included the Group’s financing strategy and an assessment of the Supervisory Board efficiency audit. The Supervisory Board members also discussed possible strategic alliances, compliance, various technical development projects in the Wacker Neuson plants and an update on plans to move to Hörsching. Following appropriate preparations by the Audit Committee, the Supervisory Board focused on examining the Annual Financial Statements, the Consolidated Financial Statements, the Combined Management Report of Wacker Neuson SE and the Wacker Neuson Group, as well as related party disclosures for fiscal 2012 at the Supervisory Board meeting to approve the financial statements on March 15, 2013. 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 regular examinations as part of its own preparation for the meeting to approve the financial statements. 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. This meeting also discussed strategic collaboration projects. At the meeting on May 8, 2013, the agenda covered the interim report for Q1 as well as various strategic alliances, discussion on sales financing, a status report on strategy implementation and approval of the merger of a nonoperating Group member with another Group member. The August 1, 2013 meeting discussed the half-year report for 2013 as well as aspects of staffing, IT and further strategic alliances. The Executive Board also provided an outlook for development in the Asia region as well as an update on strategy execution. In addition, the Supervisory Board agreed to exercise certain balance sheet exemptions for various affiliates and thus invoked the company’s obligation to carry the associated loss. The Supervisory Board dedicated its October 22, 2013 meeting to a discussion on corporate strategy. The meeting on November 8, 2013 covered in particular the pending publication of the quarterly report and the latest real estate projects. Other topics covered at the meeting included sales financing and approval of the establishment of an affiliate in Singapore. During its meeting on December 10, 2013, the Supervisory Board examined the Executive Board’s business plan for fiscal 2014. 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 unpredictable global economic climate. The Group’s compliance management system was also discussed at the meeting. In a written circular resolution of November 25, 2013, the Supervisory Board approved a Group real estate project. 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. Work performed by the Supervisory Board committees in fiscal 2013 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. The corporate governance report names the members and chairmen of both committees. The chairmen of the committees reported on the work performed by the committees during the Supervisory Board’s plenary meetings. During the meeting on March 15, 2013, the Supervisory Board 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, 2012. The Committee also discussed the independence and appointment of an auditor and submitted a recommendation in that regard to the Supervisory Board plenary meeting. The Supervisory Board, in turn, followed this recommendation and proposed the same auditor at the AGM. At the May 8, 2013, August 1, 2013 and November 8, 2013 meetings, the Audit Committee primarily dealt with publication of the pending interim financial reports. The Presiding Committee focused on matters relating to the Executive Board and human resources during its five meetings on January 7, January 17 (held as a telephone conference), March 15, December 7 and December 11, 2013. Changes in the composition of the executive bodies In January 2013, the Supervisory Board came to a mutual agreement with Mr. Werner Schwind that he would step down from the Executive Board on March 31, 2013 due to a difference in opinion regarding the future direction of the Group’s international sales strategy. Mr. Schwind’s executive mandates included sales, marketing, service, rental, training and logistics. The Supervisory Board would like to thank Mr. Schwind for his many years of service to the company and wish him all the best for the future. CEO Mr. Cem Peksaglam has assumed responsibility for Mr. Schwind’s executive mandates. Meanwhile, Dr. Bruse has indicated that he will resign from his position as a member of the Supervisory Board for personal reasons with effect from the close of the 2014 AGM. The Supervisory Board would like to thank Dr. Bruse for his dedication to the company and his valued contribution over the years. Risk assessment and compliance The Supervisory Board is satisfied that the Group’s internal control system and risk management system meet the requirements of Section 91 (2) of the German Stock Corporation Law (AktG), that insurable risks are sufficiently insured and that 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 internal control system and the risk management system were also examined by the duly appointed auditing company, which confirmed that the Executive Board had met the requirements outlined under Section 91 (2) 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. 21 To our Shareholders Report by the Supervisory Board 22 Wacker Neuson SE | Annual Report 2013 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 January 21, 2013 and again after the close of the period on February 20, 2014. 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). Supervisory Board members Mr. Neunteufel and Mr. Helletzgruber are at the same time indirect shareholders and members of executive bodies in the real estate company Euroreal, which has been renting the production facility in Linz to the Wacker Neuson Group member based at this location since 1997. The resulting business transactions are reported in the Executive Board’s annual related party disclosures and assessed by the Supervisory Board and the auditor. In light of the now completed relocation of the Wacker Neuson production activities to the new factory in Hörsching, Euroreal and the Wacker Neuson Group had to reach agreements regarding the termination of the contract and the handover of real estate. To prevent possible conflicts of interest, Mr. Neunteufel and Mr. Helletzgruber have taken the precautionary measure of not participating in Supervisory Board discussions and votes relating to this issue. Annual and Consolidated Financial Statements for 2013 At the AGM on May 28, 2013, the auditing company Ernst & Young GmbH, Stuttgart, was appointed auditor for the company and Group for fiscal 2013. 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, 2013 were prepared by the Executive Board in accordance with the German Commercial Code (HGB). The Consolidated Financial Statements for the year ending December 31, 2013 were prepared by the Executive Board in line with the International Financial Reporting Standards (IFRS) as adopted in the EU and in supplementary compliance with Section 315a HGB. The auditing company Ernst & Young GmbH, Stuttgart, 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 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 12, 2014 and at the Supervisory Board plenary meeting of the same date, 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 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 Supervisory Board therefore endorsed the Annual Financial Statements, the Consolidated Financial Statements and the Combined Management Report prepared by the Executive Board for the year ending December 31, 2013 on March 12, 2014. The 2013 Annual Financial Statements have thus been duly approved. The Supervisory Board also examined the Executive Board’s suggested appropriation of profit for fiscal 2013. It did not raise any objections and thus gives it its unqualified consent. Examination of the Executive Board report r egarding relations with related entities (related party disclosures) The Executive Board prepared a report on related party disclosures for fiscal 2013. 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 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 Ernst & Young GmbH, Stuttgart, 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 over the past fiscal year, making a valuable contribution to the company’s continued positive development. The Supervisory Board would like to thank all employees and the Executive Board for their commitment and performance – both on a day-today basis and under exceptional circumstances. Munich, March 26, 2014 Supervisory Board Hans Neunteufel Chairman of the Supervisory Board 23 To our Shareholders Report by the Supervisory Board 24 Wacker Neuson SE | Annual Report 2013 Corporate Governance Declaration and Report Corporate governance takes high priority at Wacker Neuson. Our Executive and Supervisory 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 long-term success and increasing its value. The company‘s mission statement is embedded within the Group and all of 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 AktG (German Stock Corporation Act) 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 of 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 February 20, 2014. Declaration of compliance with the German Corporate Governance Code in accordance with Section 161 of the AktG (German Stock Corporation Act) 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 disclose each year the recommendations of the German Corporate Governance Code which the company has not followed or is not following, and to explain the reasons for noncompliance (“comply or explain”). 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 hereby declare that since the submission of the most recent declaration of compliance of February 13, 2013 the company has complied 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 Federal Gazette as amended on May 15, 2012 and/or as amended on May 13, 2013 (as of the effective dates) and continues to comply with the recommendations of the Code as amended on May 13, 2013, with the exceptions listed and explained in more detail below: 1. Section 3.8 (3) of the German Corporate Governance Code: 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 implementing a deductible on Supervisory Board members until further notice. 2. Section 4.2.2 (2) of the German Corporate Governance Code (as amended on May 13, 2013): When setting the overall remuneration payable to individual members of the Executive Board, the Supervisory Board respects legal requirements and further ensures, in particular, that such remuneration is commensurate with each member’s responsibilities and performance, as well with as the situation of the company, and that it does not exceed customary remuneration levels unless there are compelling grounds to do so. Section 4.2.2 (2) sent. 3 of the German Corporate Governance Code (as amended on May 13, 2013) also recommends that the Supervisory Board set the remuneration of the Executive Board in relation to the remuneration of senior executives and staff in general, also over time. The Supervisory Board is responsible for defining how senior executives are to be distinguished from staff in general. In the opinion of the Executive Board and Supervisory Board, this recommendation is not very practicable at present, particularly as compliance with this guideline would involve considerable effort. Furthermore, in the view of the Executive Board and the Supervisory Board, this information is not necessary at present to provide a concrete corridor for reasonable Executive Board remuneration levels. However, the Supervisory Board is closely monitoring developments in this area and will re-examine the possibility of complying with this recommendation at a later point in time. for the Executive Board (which the company does not have in any case). For this reason, this information is not presented in the model tables recommended in Section 4.2.5 (3) of the German Corporate Governance Code (as amended on May 13, 2013). 5. Section 5.3.3 of the German Corporate Governance Code: 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 the shareholders’ Supervisory Board candidates. 6. Section 5.4.1 of the German Corporate Governance Code: When submitting its election proposals to the Annual General Meeting regarding the election of the shareholder representatives, the Supervisory Board takes into account the statutory requirements and recommendations of the German Corporate Governance Code in relation to the personal requirements to be met by Supervisory Board members. Here the focus is placed – irrespective of nationality and gender – on the specialist and personal competence of potential candidates, paying special attention to the company-specific situation. Within the scope of evaluating competence, the Supervisory Board also factors in the company’s international involvement, potential conflicts of interest, the number of independent members of the Supervisory Board, the age limit stipulated for members of the Supervisory Board and the principle of diversity. In the Supervisory Board’s view, it is not necessary to specify concrete aims at this point in time, which means that Supervisory Board‘s goals and progress in achieving those goals are not published in the corporate governance report either. If statutory requirements are introduced in this context, the Supervisory Board will naturally comply with these within the applicable time frames. The maximum age limit for Supervisory Board members is 75. One of the Supervisory Board members, who is a shareholder representative, exceeded this age limit of 75 years during his term of office. 3. Section 4.2.3 (6) of the German Corporate Governance Code: 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. 4. Section 4.2.4, 4.2.5, 5.4.6 (3) and 7.1.3 of the German Corporate Governance Code: The AGM has 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 remuneration report and the corporate governance report do not include an individualized report on the remuneration of the Executive Board. Nor does it contain specific information about share-based incentive systems Similarly, the remuneration of individual Supervisory Board members is not 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. 25 To our Shareholders Corporate Governance Declaration and Report 26 Wacker Neuson SE | Annual Report 2013 7. Section 5.4.2 and 5.3.2 of the German Corporate Governance Code: The following situation is noted, which is also described in the Group Management Report: A pool agreement is in place between some of the shareholders of the Wacker and Neunteufel families. The parties to this pool agreement collectively hold about 63 percent of the shares of Wacker Neuson SE and can thus jointly (but not individually, i.e. individual members of the pool agreement acting in isolation) control the company. In accordance with the provisions of the pool agreement, each party to the pool agreement must exercise its right to vote and submit proposals at the Annual General Meeting such that two Supervisory Board members nominated as shareholders’ representatives by the Wacker family and two by the Neunteufel family are always elected. The shareholders’ Supervisory Board members thus elected are, however, not bound in any way to the directions of individual, several or all of the parties to the pool agreement and any and all decisions they make within the Supervisory Board are made exclusively in the company’s interests. Even though these shareholders’ Supervisory Board members always enjoy the special trust of the parties to the pool agreement appointing them, they are not, in the Supervisory Board’s view, in any personal or business relationship with a controlling shareholder, which could lead to a fundamental conflict of interest. In the view of the Supervisory Board, the shareholder representatives in the Supervisory Board, including the chairman of the Audit Board, are therefore to be considered independent. The Supervisory Board is thus composed of a sufficient (in its opinion) number of independent members. Given the ongoing legal uncertainty surrounding interpretation of the term “independence”, the company nonetheless declares non-conformance as a precautionary measure. 8. Section 5.4.3. sent. 3 of the German Corporate Governance Code: So that the Supervisory Board can continue to vote impartially for its chairperson, the proposed candidates will not be announced in advance. 9. Section 5.4.6 (2), sent. 2 of the German Corporate Governance Code: Along with a fixed remuneration, the Supervisory Board members shall be paid a variable remuneration which depends exclusively on the success of the relevant fiscal year. The Executive Board and the Supervisory Board are of the view that the current remuneration regulation is still appropriate and reflects the Supervisory Board’s tasks and functions and therefore are refraining from proposing a change at the Annual General Meeting. 10.Section 6.6 sent. 1 of the German Corporate Governance Code (as amended on May 15, 2012) and/or Section 6.3 sent. 1 of the German Corporate Governance Code (as amended on May 13, 2013): 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 and Supervisory Boards are of the view that protecting personal and family privacy takes priority here. Munich, February 20, 2014 Wacker Neuson SE Executive Board and Supervisory Board The above declaration of compliance has been made permanently available to shareholders on the Wacker Neuson SE website (www.wackerneuson.com) under Investor Relations, Corporate Governance. It is updated as required, at least once a year. Previous declarations of compliance 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 law, comprising two executive bodies, the Executive and the Supervisory 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 three 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 also 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, risk management and compliance activities that are relevant to the company and the Group. Cooperation and areas of responsibilities within the Board are governed by the rules of procedure of 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 chairperson of the Executive Board (CEO). Executive Board meetings are held regularly and are convened by the CEO 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. If an equal number of votes are cast, the chairperson has the casting vote. The CEO 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. Cem Peksaglam is CEO of Wacker Neuson SE, the parent company of the Group. Mr. Martin Lehner is Deputy CEO. Further details on individual members of the Executive Board, in particular their areas of responsibility within the Executive Board, are disclosed in the Notes to the Consolidated Financial Statements in Section 31 “Executive bodies” (Wacker Neuson Annual Report 2013). p. 145 Measures and transactions of fundamental importance must be approved by the Supervisory Board as set down in the rules of procedure for the Executive 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. Taking the company-specific situation into consideration, the composition of the Supervisory Board reflects the company’s international footprint, the need to avoid conflicts of interest, the number of independent Supervisory Board members in line with the German Corporate Governance Code, the age limit applicable to Supervisory Board members and the benefits of diversity. The Supervisory Board also plans to propose female members where appropriate in order to ensure that women are adequately represented at Supervisory Board level. 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” p. 145 (Wacker Neuson Annual Report 2013). 27 To our Shareholders Corporate Governance Declaration and Report 28 Wacker Neuson SE | Annual Report 2013 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 controlling 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. In the event of a tie, the resolution or nomination proposal shall be deemed rejected; the chairperson shall not have the casting vote. 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 Executive Board remuneration and remuneration scales, and for preparing measures to conclude, amend or terminate contracts with Executive Board members. The Presiding Committee members are Mr. Hans Neunteufel, Dr. Matthias Bruse 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 with the auditor, assesses their independence and additional services provided by the auditor and submits a voting proposal with regard to the auditor to the Supervisory Board for the AGM. It prepares the Supervisory Board discussions and resolutions required to approve the Annual and Consolidated Financial Statements and to review the Executive Board’s report. It supports and monitors the Executive Board regarding accounting process issues, the internal control system, risk management system, internal auditing system and compliance. The Audit Committee members are Dr. Eberhard Kollmar, Mr. Hans Neunteufel, Mr. Kurt Helletzgruber and Mr. Elvis Schwarzmair. Mr. Kurt Helletzgruber is the Chairman. As an independent financial expert, he fulfills the requirements set out in Sections 100 (5) and 107 (4) of the AktG. 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. In the event of a tie, the resolution or nomination proposal shall be deemed rejected; the respective chairpersons shall not have the casting vote. Further details on the activities of the Supervisory Board and its committees can be found in the current Supervisory Board report (Wacker Neuson Annual Report 2013). 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 shall entitle its holder to 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, where they can be easily viewed by shareholders. Our AGM this year will take place on May 27, 2014 in Munich. 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). 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. 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 and the Audit Committee discuss these reports with the Executive Board prior to their publication. In addition, the Executive Board answers shareholders’ questions at the AGM. We also use our website 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 throughout the year are permanently available and up to date on www.wackerneuson.com under Wacker Neuson Group, Investor Relations. Interested parties can join our distribution list to receive regular updates. Director’s dealings and significant voting interests Risk management Responsible handling of risks facing the group and the company is, as always, a crucial part of sound corporate governance. The Executive and the Supervisory Board therefore continually monitor the Wacker Neuson Group’s risk management and internal controlling 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 Consolidated Management Report (Wacker Neuson Annual Report 2013). This also includes a report on the controlling and risk management systems within accounting. p. 74 Wacker Neuson SE publishes reports on directors’ dealings pursuant to Section 15a of the German Securities Trading Act (WpHG), thereby ensuring compliance with the 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 (w ww.wackerneuson.com) under Wacker Neuson Group, Investor Relations, Corporate Governance. Also under Investor Relations/IR News, we immediately publish shareholder news releases regarding the purchase or sale of significant voting rights in line with Section 21 WpHG and the holding of financial and other instruments in line with Sections 25 and 25a WpHG. 29 To our Shareholders Corporate Governance Declaration and Report 30 Wacker Neuson SE | Annual Report 2013 Shares owned by the Executive Board and the Supervisory Board 3. Corporate governance best practices The total number of Wacker Neuson SE shares held by all members of the Executive Board and Supervisory Board on December 31, 2013 was more than 1 percent of all shares issued by the company. Directly or indirectly, the Executive Board holds around 1.0 percent (711,760 shares) and the Supervisory Board around 29.7 percent (20,827,009 shares) of issued shares. Compliance – principles of sound business and financial governance Remuneration report in the Corporate Governance Report We report on the remuneration system applicable to the Executive Board in our Combined Management Report under section XII “Remuneration framework”. 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 Board 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” p. 146 (Wacker Neuson Annual Report 2013). Moving 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, business partners, the general public and our employees alike. Our approach is anchored in the values you would expect from a mid-sized family-owned company, geared towards profitable sustainability. 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/leitbild. On May 2, 2013, a Chief Compliance Officer was appointed. This person serves as a contact point and advisor for compliance issues and is responsible for implementing a compliance management system geared towards the specific requirements of the Wacker Neuson Group. In this context, we defined a mission statement, outlining our commitment to integrity and to systematic compliance with statutory and regulatory requirements. This statement is available to the public at the following link: http://corporate.wackerneuson.com/en-compliance.php. To ensure our values remain firmly embedded in every aspect of our corporate structure, we regularly inform our employees of the rules and requirements of responsible conduct. In the interests of our company and the entire workforce, we ensure that any infringements are traced back to source and their causes rectified. This also includes the rigorous pursuit of any violations of applicable national regulations. Moving forward, we are committed to sustaining this valuedriven approach, which we see as a solid ground for our future success and credibility as a company. Munich, February 20, 2014 Wacker Neuson SE Executive Board Cem Peksaglam (CEO) Günther C. Binder Martin Lehner (Deputy CEO) This declaration on corporate governance is permanently available to shareholders on the Wacker Neuson SE corporate website at www.corporate.wackerneuson.com under Investor Relations/Corporate Governance. The declaration of 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. 31 To our Shareholders Corporate Governance Declaration and Report GIPI corporate strategy Growth Internationalization Professionalization Integration Professionalization OUR KEY PERFORMANCE INDICATORS HAVE IMPROVED 2013 figures compared with 2009 baseline € Profit on the upswing 28 m 4.6% (EBITDA in € m and as a % of revenue) + € 125 m + 446% 2009 € 153 m 13.2% 2013 € 43 m Investment in the future Over € 400 m invested since 2009 (investment in € m) 2009 € 87 m 2013 € 1,160 m € 597 m Efficient working capital management (revenue in € m, working capital as a % of revenue) p. 36 39% % 37% % 2009 Read more on Almost constant ratio at high rate of revenue growth 2013 Contents Combined Management Report 33 I. The Wacker Neuson Group 34 VIII. Other factors that impacted on results 62 Research and development 62 II. General background 37 Production and logistics 65 Overall economic trends 37 Sustainability and quality 66 Overview of construction and Procurement 69 38 Human resources 70 General legal framework 39 Sales, customers and marketing 73 Competitive position 40 IX. Risk report 74 III. Business trends in 2013 41 IV. Profit, financials and assets 43 Section 315 (4) HGB and Section 289 (4) HGB Profit 43 plus an explanatory report from the Executive Financial position 47 Board in accordance with Section 176 (1) Assets 52 Sentence 1 AktG General overview of economic situation 54 agricultural industries X. Information in accordance with 81 XI. Declaration on corporate governance V. Profit, financials and assets according to Section 289a HGB 86 of Wacker Neuson SE (condensed version according to HGB) 54 XII. Remuneration framework 86 VI. Segment reporting by region 58 XIII. Supplementary report 87 Europe 58 Americas 58 XIV. Opportunities and outlook 88 Asia-Pacific 59 Overall economic outlook 88 Outlook for construction and VII. Segment reporting by business segment 60 agricultural industries Light equipment 60 Opportunities and outlook for future Compact equipment 61 development of the Wacker Neuson Group 91 Services 62 Group forecast 94 Summary forecast 95 The graphics and tables below are provided for information purposes only. Market statistics and page references have not been audited and are therefore not part of the Combined Management Report. Accounting methods, key indicators and financial terms are defined in the glossaries at the end of this annual report. 89 Combined Management Report Contents Combined Management Report 34 Wacker Neuson SE | Annual Report 2013 Combined Management Report of Wacker Neuson SE and its Group for fiscal 2013 Unless otherwise stated, the information contained in this accordance with the provisions of HGB and the German Management Report refers to the Wacker Neuson Group. Stock Corporation Act (AktG). The Management Report of We have prepared the Consolidated Financial Statements in Wacker Neuson SE is included in this Group Management accordance with the International Financial Reporting Standards Report in line with Section 315 (3) of the HGB; further details are (IFRS) as applicable in the EU in addition to the provisions of the disclosed in section “V. Profits, financials and assets of Wacker German Commercial Code (HGB) set forth in section 315a (1). Neuson SE (condensed version according to HGB)”. p. 54 The risks and opportunities facing Wacker Neuson SE cannot be The Annual Financial Statements of Wacker Neuson SE (which differentiated from those facing the Group. is structured as a holding company) have been prepared in I. The Wacker Neuson Group A global leader in light and compact equipment International sales and service network backed by outstanding logistics know-how Focus on sustainable increase in company value Compact equipment up to 15 tons Excavation technology Material handling Services (including spare parts, maintenance, financing and used equipment) With its broad and deep portfolio, wide range of services and efficient, global spare parts service, Wacker Neuson is the partner of choice among professional users across a wide range The Wacker Neuson Group is a leading manufacturer of light of industries, including the construction, gardening, landscaping and compact equipment with 51 Group members (including the and agriculture sectors, as well as among municipal bodies and holding company, 49 of which are consolidated) and more than companies in industries such as recycling and energy. 140 sales and service stations across the globe. Manufacturing activities are distributed across three sites in Germany, one in Wacker Neuson Group is the company’s umbrella brand. It is Austria, two sites in the US and one in the Philippines. Wacker used for all Group-wide communications. The Group distributes Neuson also manufactures components in Serbia. its products and services under the three separate brands, namely Wacker Neuson, Kramer and Weidemann. The broadest Our segment reporting is divided into three regions – Europe, portfolio (light and compact equipment) is distributed worldwide the Americas and Asia-Pacific. under the Wacker Neuson brand. Under the Kramer brand, the Group also distributes all-wheel drive wheel loaders, tele wheel We also report revenue according to the following three strategic loaders and telescopic handlers via an extensive sales network business segments: focusing on industry, construction and municipal services. In 2013, Kramer launched its Green Line of products for the Light equipment up to 3 tons with the following business agricultural sector and is currently establishing a dedicated fields: network for the distribution of these products. The Weidemann Concrete technology brand is a by-word for long-standing expertise and experience Compaction in the agricultural sector. The company distributes its compact, Worksite technology articulated Hoftracs®, wheel loaders, tele wheel loaders and telescopic handlers via a specialist dealer network. The Wacker Neuson Group 35 Construction industry, gardening and landscaping firms, municipal bodies, recycling, railroad/track construction, rescue services, etc. Agriculture Organizational and legal structure Corporate governance and value management Wacker Neuson SE is a European company with its As a centralized function, the controlling department of the headquarters in Munich. It is registered in the German Register holding company Wacker Neuson SE is responsible for the of Companies (Handelsregister) at the Munich Magistrate’s Group’s internal controlling instruments. It steers and monitors Court under HRB 177839. The company’s shares have been deviations between ‘as is’ and ‘to be’ figures, primarily listed since May 2007. based on the development of revenue and profit reported by affiliates. It also tracks the progress of operative measures and The Consolidated Financial Statements of Wacker Neuson SE prepares Group-wide key performance indicators (KPIs) for the are prepared in accordance with the International Financial Executive Board. The controlling instruments are adapted where Reporting Standards (IFRS). Forty-nine companies, including the necessary in the process to reflect developments both within holding company, are fully consolidated in these statements. and beyond company walls. Wacker Neuson SE operates as a management holding Important decisions on projects initiated by the company in company with a central management structure. It directly or response to changing market and customer requirements indirectly holds the shares in its affiliates, which are mainly sales are made by management committees. The committees offices. include members of the Executive Board, affiliate managers, market developers plus senior employees from research and The holding company’s Executive Board is responsible for development, product management, quality management, managing the Group. As a rule, the executive bodies of the sales and service, marketing, controlling, treasury and strategic affiliates report directly to the Group’s Executive Board. procurement. With the exception of Kramer-Werke GmbH and Weidemann Our management strategy is geared toward creating a lasting GmbH, which operate under their own brands and names, all increase in company value. We have invested heavily over significant operating affiliates worldwide now trade under the the past few years to achieve and maintain long-term growth. common name of Wacker Neuson. Revenue, profit before interest, tax, depreciation and amortization (EBITDA) and profit before interest and tax (EBIT) are our most Please refer to the section entitled “General information on important key performance benchmarks and targets – each in accounting standards” in the Notes for detailed information on absolute terms and as a percentage of revenue. the legal structure. p. 104 Combined Management Report Group brands 36 Wacker Neuson SE | Annual Report 2013 Performance indicators (5-year period) 2013 2012 2011 2010 2009 1,159.5 1,091.7 991.6 757.9 597.0 13.2 13.0 16.4 10.3 4.6 8.2 7.8 1 4.8 -18.9 (-0.5)2 39.2 37.9 32.2 32.1 43.7 7.7 7.6 12.51 5.2 -1.9 3 Equity ratio (before minority interests) 70.7 68.0 74.2 80.6 81.2 Gearing 18.9 23.4 10.0 1.7 -3.1 Free cash flow in € million 56.7 -86.3 -61.9 -38.8 100.6 as a % Revenue in € million EBITDA margin EBIT margin Average working capital/revenue ROCE II 12.5 (11.4) 1 Adjusted for reversal of brand impairment in 2011 (EUR 10.8 m). Adjusted for write-downs on intangible assets (EUR 100.3 m) and restructuring costs (EUR 9.6 m) in 2009. 3 Adjusted for write-downs on intangible assets (EUR 100.3 m) in 2009. 2 We also govern our dividend payment policy, financing structure especially in the US. Operative leading indicators for the and return on capital employed. We use two indicators to do European agricultural industry include the rate of mechanization this: Average working capital in relation to revenue, and return among landholdings, trends in agricultural technology and the on capital employed after tax (ROCE II), which shows how development of milk, food and animal feed prices. We use these efficiently Wacker Neuson uses its capital (average capital indicators to respond early to global economic developments employed). The results are used to determined the economic and dynamically adapt our course accordingly. value added (EVA). The balance sheet performance indicators for the Group also include equity ratio. The Group’s treasury department controls financing by monitoring net financial debt Performance indicators at a glance and gearing. Free cash flow is also an important indicator of the company’s ability to finance itself. The table above shows a year-on-year comparison of how these Revenue Market shares key indicators have developed. The terms are explained in the financial glossary. p. 152 In additional to these financial performance indicators, the Wacker Neuson Group also regularly monitors key Growth operative leading indicators for operational business trends. Financial security Important indicators for the construction business include Profitability future investment plans in the construction equipment and construction materials industries, the development of production volumes and market shares, the number of building permits issued as well as the development of real estate prices, Free cash flow Gearing Equity ratio EBITDA EBIT ROCE II General background Real GDP Change from previous year as a % Overall economic trends 2013 2012 3.0 3.1 World Eurozone -0.4 -0.7 Stable growth in the global economy Germany 0.5 0.9 European debt crisis on the road to recovery USA 1.9 2.8 Euro continues to gain strength Latin America 2.6 3.0 China 7.7 7.7 Weak economic performance in some eurozone countries together with slow growth in North America and a comparatively sluggish rate of development in emerging markets mean that global gross domestic product (GDP) only rose by 3 percent in Russia 1.5 3.4 Middle East and North Africa 2.4 4.1 South Africa 1.8 2.5 Source: IMF – International Monetary Fund, January 2014. 2013 according to International Monetary Fund (IMF) estimates. The GDP of industrialized countries rose by just 1.1 percent in 2013. This slow rate of expansion is primarily due to a downturn Weak economic growth in Europe and North America also in growth in the eurozone. contributed to the slightly slower pace of growth in some emerging markets. The slowdown in economic growth among Nevertheless, the seventeen eurozone countries seem to be emerging economies proved a particular cause for concern coping increasingly well with the financial crisis. Although in the second half of 2013. Demand for industrial goods was economic output fell once again, the 0.4 percent drop was especially hard hit, revealing sharp drops at times. These less severe than expected. Many eurozone countries did not developments come on the back of strong growth in the emerge from the recession until the second quarter of 2013. previous three years, which resulted in individual markets Government budget consolidation, weak consumer spending becoming oversaturated. and an unwillingness to invest on the part of companies had the most dampening impact on growth here. Compared with the development of key currencies, the euro rose 4.5 percent against the US dollar (USD), 11.7 percent In contrast, German economic growth was clearly bolstered by against the Canadian dollar (CAD), 2.2 percent against the industry and construction during 2013 – fueled above all by the rising share of exports. Germany was thus able to report growth of 0.5 percent. However, German companies still see mounting Performance of key currencies against the euro energy and raw materials prices as a threat to economic growth. (End of year rates) Change In Italy and Spain, the recession eased somewhat in 2013. However, neither country was able to report positive growth for the year. The US showed very cautious economic growth in 2013. Cutbacks 1 euro equals US dollar (USD) 2013 2012 as a % 1.3791 1.3194 4.5 Swiss franc (CHF) 1.2276 1.2072 1.7 British pound (GBP) 0.8337 0.8161 2.2 Japanese yen (JPY)1 144.7200 113.6100 27.4 Australian dollar (AUD) 1.5423 1.2712 21.3 previous year. This was fueled primarily by a rise in consumer Brazilian real (BRL) 3.2530 2.7011 20.4 spending and an increased willingness to invest among Hong Kong dollar (HKD) 10.6933 10.2260 4.6 companies. Indian rupee (INR) 85.1000 72.4700 17.4 1.4671 1.3137 11.7 in public spending had a major impact here. Nevertheless, the US economy expanded in 2013 by 1.9 percent relative to the Canadian dollar (CAD) Russian ruble (RUB) 45.3246 40.3295 12.4 South African rand (ZAR) 14.5660 11.1727 30.4 Source: Notes to the Consolidated Financial Statements, p. 109. 1 Source for yen: European Central Bank Combined Management Report II. General background 37 38 Wacker Neuson SE | Annual Report 2013 British pound (GDP), 1.7 percent against the Swiss franc Construction and economic growth (Europe) 2013 (CHF), and 27.4 percent against the Japanese yen (JPY). The currencies of emerging markets1 fell significantly during the period under review. For example, the euro rose 20.4 percent Norway 3.7 Switzerland 2.8 against the Brazilian real (BRL), 12.4 percent against the Russian Denmark ruble (RUB), 17.4 percent against the Indian rupee (INR) and a Hungary hefty 30.4 percent against the South African rand (ZAR). The euro’s 4.6-percent increase against the Hong Kong dollar (HKD) proved a moderate rise compared with other figures. 2.4 1.3 Austria 0.5 Germany 0.3 Sweden -0.4 Great Britain -1.1 Belgium Overview of construction and agricultural industries Mixed growth in established markets -1.3 Finland -2.7 France -2.8 EC-19 Construction activity in the US above previous year’s level European agricultural technology sector cautious -3.0 Italy -3.3 Ireland -3.5 The Netherlands -5.0 Slovakia Regional differences in economic growth rates in 2013 called Czech Republic on manufacturers of construction and agricultural equipment Poland to display a high degree of flexibility. Dealers trimmed stock to reduce capital tied up in inventory. Investment in new -7.8 -8.2 -8.9 Portugal Spain -16.5 -23.0 machines was sluggish and selective. To benefit from new machine sales made by dealers, manufacturers of construction and agricultural equipment had to remain flexible and ensure -30 -20 GDP (%) -10 0 10 Construction (%) rapid delivery capabilities. Source: Euroconstruct, November 2013. The construction industry showed particular signs of weakening in Europe, where the construction equipment market is almost the second quarter of the year, buildings and infrastructure half the size it was in 2007. In 2013, construction activity fell in Germany and Eastern Europe were damaged by extreme in France, Italy, the Netherlands, Poland, Portugal and Spain. flooding. This led to increased demand for repair and construction Construction activity also fell markedly in the Middle East. After work here in the second half of the year. According to the German a experiencing a sharp decline in the recent years, Great Britain Engineering Federation (VDMA), demand for compact equipment developed extremely well to become the fifth largest market in fell in Germany during the course of 2013. This was primarily due Europe. Residential construction was one of the main growth to a comparatively high baseline as unit sales for the majority of drivers here. German-speaking countries and Norway continued these products are higher than the long-term average. In addition, to grow moderately from a high base level. customers were still cautious about making investments despite the healthy order situation. This means that machines are being With the debt crisis calming in Europe, confidence levels have used for longer periods of time. risen among construction companies. The German construction industry initially improved as the year progressed, pushing up Demand in North America in 2013 was higher than in the capacity utilization and employment levels. However, the pace previous year. The real estate market in the US continued to of growth slowed somewhat towards the end of the year. In expand, with demand for residential real estate and house 1 The term emerging markets refers to 35 countries according to the Dow Jones definition: 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. General background prices rising at a steady pace. The US construction sector is 39 General legal framework still far below the high levels of 2006, however, and construction equipment markets are around 30 percent below the pre-crisis Protection of users and the environment levels of 2007. Ongoing integration of new regulations in internal process flows Central America, South America, Africa, Eastern Europe and Asia (excluding China) account for around 29 percent of today’s global Compliance with new emissions standards growth impetus in 2013, although the pace of growth did slow As a global manufacturer and provider of light and compact in some countries. The construction industry proved particularly equipment, Wacker Neuson has to observe numerous national strong in India and China. In 2013, construction activity increased and international statutory guidelines governing environmental by 5 and 9 percent respectively in these countries. and user protection. These include provisions regulating exhaust gas emissions and ergonomics as well as noise and vibration- China remains the largest market for construction equipment induced impact. with a global market share of 29 percent. The market for compact equipment developed particularly well in 2013. Local At Wacker Neuson, we therefore continuously review and adapt manufacturers are reporting a shift in demand for light and our product portfolio to ensure compliance with new requirements compact equipment. Customers looking to invest are now and various harmonized standards and norms. We integrate new placing more importance on a machine’s lifecycle and therefore regulations as promptly as possible in our processes. expect significantly higher levels of quality. It is becoming increasingly important for manufacturers to tailor products to Emission standards for light and compact equipment the needs of customers in local markets. However, the rapid Statutory exhaust emission regulations have a major impact on increase in production volumes in recent years saturated the the sale of compact equipment. As of 2012, the new TIER IV market and resulted in large numbers of used machines in interim and TIER IV final emissions regulations are effective in China. This, in turn, is reducing demand for new equipment. the US (mandated by the Environmental Protection Agency, EPA). In Europe, stages 3b and 4 of Directive 97/68/EC are From mid-2012 on, falling industrial metal prices caused mining in force. These emission stages apply to diesel engines in companies to cut back on investments. As a result, demand for non-road mobile machinery – in other words, construction equipment in Australia was below the previous year’s level. equipment, forklifts and agricultural machines. The specific compliance dates vary depending on engine power and Agricultural sector cautious to invest individual market requirements. The Wacker Neuson Group has Economic assessments in the agricultural sector are already equipped some of its compact equipment models with closely linked to input and commodity price trends, political compliant diesel engines. Further models will be adapted by developments and the general competitive situation. The 2015 to comply with the new regulations. Components such as financial situation on agricultural holdings is influenced by a engines, cooling systems and exhaust gas treatment systems range of factors, including income (which itself is determined have to be modified. by variables such as harvests) and the prices of energy, fertilizer, feed and leasing agreements. According to the VDMA, In 2013, Wacker Neuson made further efforts to comply with revenue generated by agricultural machines rose by 4.0 percent new product standards. This includes the above-mentioned EPA in Europe in 2013 and by 5.6 percent worldwide. In 2013, emissions regulations and the new RoHS 2 Directive1. customers continued to focus on modern technology solutions that make field and yard work more cost effective. Beyond that, there were no legislative changes that had a significant impact on the company’s business activities. 1 RoHS = Restriction of the use of (certain) hazardous substances. Combined Management Report market. These emerging markets continued to deliver the main 40 Wacker Neuson SE | Annual Report 2013 Competitive position Since 2013, Kramer has also been establishing a dedicated sales network for the distribution of its all-wheel drive machines Maintaining and expanding market position Differentiation from competitors Highly efficient, international service network in the agricultural sector. In this sector, the Group competes with companies such as Schaeffer, Thaler and JCB. Leading global manufacturer Wacker Neuson’s strong market position is built on outstanding The global construction equipment market, which is our product and service quality, backed by in-depth product competitive landscape, is very heterogeneous. The majority of development and manufacturing know-how and an efficient our competitors offer either light equipment or heavy equipment sales network. Many of our products have established excellent (machines weighing over 15 tons), or a combination of compact market positions across the globe. However, there are few and heavy equipment. official statistics on market segmentation, thus making it difficult for us to provide an overview of market shares, especially in the Competitive edge – broad product portfolio backed by a global sales and distribution network case of light equipment. The Wacker Neuson Group delivers an exceptionally broad range End customers, dealers and professional rental companies of products and premium services to customers the world over. select the manufacturer that offers the most appealing overall package consisting of innovative products, a strong brand, Wacker Neuson’s combination of light and compact equipment simple and efficient logistics and all-in service with an attractive is one of the main factors that sets it apart from the competition. price/performance ratio. Customers prefer a bundled package The Group’s machines are aimed at professional users. The that gives them a single point of contact to the manufacturer as compact equipment segment, which comprises versatile, this greatly simplifies processing and administration. As one of efficient machines weighing up to 15 tons, grew significantly the world’s leading manufacturers with an exceptionally broad through the merger with the Neuson Kramer Group in 2007. product portfolio of light and compact equipment, Wacker The merger has enabled us to offer a much broader portfolio Neuson is ideally placed to offer all of these benefits. of products via our highly efficient, international sales and distribution network. Changes in the competitive landscape In our global competitive landscape, it is becoming increasingly In the light equipment segment, the company faces a variety difficult to secure existing market shares. Consolidations, of competitors, including Ammann, Bomag, Dynapac, Mikasa, mergers, acquisitions and alliances are becoming an increasingly Multiquip and Weber. In the compact equipment segment, important and common response to intensified competition. we also compete with specialist manufacturers and global companies such as Bobcat (Doosan), Kubota, Takeuchi and Following the merger of the two largest rental companies in the Yanmar. Some international heavy equipment manufacturers US, United Rentals and RSC, two years ago, the trend toward such as Komatsu or Volvo offer compact equipment and are mergers and alliances has increased among market players the therefore part of our competitive landscape. world over. In Italy, for example, four large rental firms (Venpa, E-Mac, Milantractor and Tecnifor) agreed to work together in The need to increase productivity on agricultural holdings is response to the difficult economic conditions. Large rental leading to increasingly industrialized structures across the companies have also joined forces in Spain. The two northern agricultural sector and greater demand for compact equipment. European rental companies Cramo and Ramirent launched a joint venture for Russia and the Ukraine in a bid to pool their The acquisition of the Weidemann Group in fiscal 2005 has resources and leverage market opportunities in these markets. enabled the Wacker Neuson Group to expand its presence in the agricultural machinery sector. Weidemann-branded In North America, Volvo sold its Volvo Rents rental business to articulated wheel loaders and telescopic handlers enjoy a an American private equity company at the end of 2013. Volvo leading position in the Central European agricultural market. Rents included Volvo’s rental activities for the US, Canada and Business trends in 2013 America. Also in December, Volvo bought the company Terex’s Increasing market penetration, synergies and diversification truck business, which manufactures trucks weighing between 31 Wacker Neuson expanded its share in national and international and 91 tons. Back in August of the same year, Atlas Maschinen markets in the last fiscal year and was also able to strengthen its bought Terex’s wheel loader division, which covers machines with position in some declining markets. Wacker Neuson leveraged bucket capacities between 1.5 and 3 cubic meters. its core strengths to increase its overall market penetration, Puerto Rico, making it the fifth largest rental business in North 41 capitalizing on its strong innovative drive, excellent product The Austrian company Palfinger and Chinese operator Sany have and service quality, reliable spare parts business, streamlined expanded their 2012 joint venture by each acquiring a stake in the business processes, strong financial position and independence. strategic alliance, with Yanmar (mini excavator segment) acquiring The Group’s existing sales networks in North and South a stake in Manitou. Both companies want to expand the strategy America, Europe and Asia-Pacific also offer further opportunities that they are currently following in North America and distribute to increase light and compact equipment sales. The company’s each other’s products in South America in the future. Kubota growing presence in a variety of other industries including and Giant have intensified their collaboration on compact wheel agriculture, gardening, landscaping, recycling and logistics is a loaders in Europe. further strategic growth driver. Chinese companies are also entering our core markets. The By continually improving its processes and modernizing its company Sany, for example, aims to launch mini excavators (1.6 production facilities in recent years, Wacker Neuson has gained and 3.5 tons) in Europe. In addition, SDLG has opened its first a high degree of flexibility that enables the company to react facility outside of China in Brazil and plans to launch its wheel rapidly to fluctuations in demand and changing customer loaders in the North American market. Chinese construction requirements. This has significantly strengthened the company’s equipment group XCMG is also increasing its focus on Europe. competitive standing. The company is expanding its portfolio to include premium products, establishing a sales and service network and making targeted acquisitions in a bid to strengthen its market presence. III. Business trends in 2013 The mergers and events described above have not had a material impact on Wacker Neuson’s position. The Group remains in a good position on the strength of its product groups, impact revenue ongoing sales synergies resulting from the merger, and key strategic alliances. Strategic alliances Positive business development; currency fluctuations Revenue and EBITDA targets for 2013 achieved Increased market presence with products tailored to local requirements Group member Kramer-Werke GmbH develops and manufactures powerful, versatile telescopic handlers for the agricultural General statement on business performance industry. These are distributed by Claas Global Sales GmbH, a Business for the Wacker Neuson Group developed positively leading German agricultural machinery supplier, under the Claas once again in 2013. Revenue rose 6.2 percent, from brand. This cooperation has been in place since 2005. EUR 1,091.7 million in the previous year to a record high of EUR 1,159.5 million. However, this figure was impacted by the Wacker Neuson and Caterpillar Inc (Peoria/USA) entered a long- euro’s gain against other currencies relative to 2012. When term strategic alliance in 2010. Wacker Neuson develops and adjusted to discount currency fluctuation, revenue actually manufactures mini excavators with a total weight of up to 3 tons rose by 8.3 percent. exclusively for Caterpillar. Caterpillar distributes these machines under its own brand via its sales network, with the exception This increase was primarily fueled by positive business trends in of Japan. Caterpillar intends to cover global demand for its North and South America as well as by strong revenue in Europe, compact machines through the alliance. Both partners aim to with markets such as Germany, Switzerland, Austria, Norway, the strengthen their individual competitive positions in this highly UK, Russia and Turkey playing a significant role here. The Group fragmented market more quickly. increased overall sales of light and compact equipment in Europe and North America. This positive development shows that the measures implemented by the Group to increase penetration in core markets are having an effect. Combined Management Report other company. Manitou and Yanmar have also strengthened their 42 Wacker Neuson SE | Annual Report 2013 During the period under review, the light equipment and services Healthy financials and assets segments both reported revenue gains. Revenue in the compact The Group’s financials and assets remain strong with a high equipment segment rose at an above-average rate. This is a equity ratio (before minority interests) of around 71 percent result of the Group’s strategy to increasingly distribute compact and net financial debt of around EUR 177 million (2012: equipment via its global sales and distribution network for light EUR 214 million). This corresponds to a gearing of approximately equipment. As expected, the segment increased its share of 19 percent (2012: 23 percent). overall revenue. Skid steer loaders for the US market The first quarter of 2013 got off to a weak start due to harsh In 2013, Wacker Neuson developed a new platform for skid weather conditions. However, the Group reported a significant steer loaders tailored to the US market at its production site in rise in revenue and profit relative to the previous year for each of Hörsching, near Linz in Austria. These new products will also the following quarters. open up new sales channels for other compact equipment in North America. Wacker Neuson presented the new skid steer Quarter-on-quarter comparison: revenue 2009 to 2013 loader models to selected major dealers in the fall of last year in € million in Milwaukee, USA. The company will also be launching these models to further markets in North and South America in the -6.2% +15.8% +8.6% first half of 2014. The machines will initially be produced at the +6.4% Hörsching site. 350 329.0 300 284.2 274.0 257.1 250 276.3 254.5 297.1 279.1 Products tailored to local market needs 200 In 2013, Wacker Neuson continued to establish and expand 150 its sales and service structures in emerging economies such 100 as South America, Africa and above all Asia. Each of these 50 regions has its own industry standards and product quality requirements. The Group’s new Value Line products target more 0 Q1 2009 2010 Q2 2011 2012 Q3 Q4 price-sensitive customer groups. Last year, we expanded this 2013 portfolio significantly and currently distribute mainly in China. 2013 vs. 2012 Expanding customer financing options The company posted an EBITDA margin1 for the year of Customers in all industries are increasingly making use of 13.2 percent. This is a slight yet important increase on the financing options to maintain liquidity despite large investments. previous year (2012: 13.0 percent) especially considering the Today, a higher percentage of all new machine sales in the company’s efforts to expand its position in what were in some compact equipment and light equipment segments are cases extremely competitive markets. The following section purchased in conjunction with financing plans. To provide contains further information on items that impact profit in 2013. customers with more information on financing options, the p. 44 Wacker Neuson Group entered a global collaboration with De Lage Landen (DLL) in July 2013. DLL is a specialist provider Comparison between actual trends and projected performance of financing solutions for equipment manufacturers, dealers In March 2013, Wacker Neuson forecast revenue of around together within the framework of a virtual joint venture to provide EUR 1.2 billion and an EBITDA margin in excess of 13.0 percent customers with tailored financing solutions from DLL under for the fiscal year. The Group achieved these targets despite the the Wacker Neuson Finance, Weidemann Finance and Kramer negative effects of currency fluctuations. Finance brands. Forecast Revenue and distributors. In Germany, the partners work very closely Medium-term March 2013 Achieved 2013 goal approx. € 1.2 bn € 1.160 bn yoy +> 10% Investments In mid-2013, Wacker Neuson Holding Limited was founded in Samutprakarn in Thailand. The new entity functions solely as a holding company. EBITDA margin Changes to company organization and structure > 13.0% approx. € 80 m 13.2% > 13.0% € 86.8 m - At the end of 2013, we founded a new company in Singapore which will serve as a regional headquarters for the ASEAN and SAARC markets. 1 EBITDA margin = EBITDA/revenue. Profit, financials and assets Please refer to the Notes to the Consolidated Financial Statements 43 Profit for information on changes to the Group’s participating interests that have had an impact on the consolidation structure. Changes to the Executive Board On January 22, 2013, the Supervisory Board of Wacker Neuson Record revenue and increase in profit Forecast met despite currency fluctuations Cost structure geared toward further growth he would step down from the Executive Board on March 31, 2013 got off to a difficult start for Wacker Neuson due to 2013 due to a difference in opinion regarding the future direction poor weather conditions. After this initial phase, however, of the Group’s international sales strategy. Mr. Schwind’s areas the company was able to successfully implement its growth of responsibility (sales, marketing, service, rental, training and strategies. Group revenue rose by 6.2 percent to a new record logistics) have been entrusted to CEO Mr. Cem Peksaglam. high of EUR 1,159.5 million (previous year: EUR 1,091.7 million). The Group uses hedging instruments to protect itself against unfavorable exchange rates in key currencies. However, these IV. Profit, financials and assets instruments are subject to certain assumptions and opinions from experts in the financial sector. The euro performed very strongly against some key currencies in 2013. This increase in value had a The report on profit, financials and assets covers a total of negative impact on revenue in the Group’s consolidated financial 49 Group companies (previous year: 50) including the holding statements for 2013, which are drawn up in euros. company, Wacker Neuson SE. Adjusted to discount these currency fluctuations, revenue for 2013 rose 8.3 percent, which – all things being equal – would have resulted in revenue of EUR 1,182.3 million. Overall, Group revenue aligns with the company’s forecast for 2013 of approximately EUR 1.2 billion. 1 1 Record-breaking revenue Development of revenue and profi t margins 2009 to 2013 relative to the previous year, reaching a new record high of +94% in € million as a % 1,200 1,159.5 30 1,091.7 1,000 Wacker Neuson’s revenue for 2013 rose by 6.2 percent 991.6 25 EUR 1,159.5 million. Group revenue has thus increased by over 90 percent in just four years. 2013 was by no means an easy year, however. Sales of construction equipment fell at times, particularly in Europe, and this development 800 600 20 757.9 597.0 15 had an impact on many manufacturers. The fact that Wacker Neuson’s business continued to develop positively, however, confirms that the Group’s strategy is on the 400 10 200 5 0 0 right path. With an EBITDA margin of 13.2 percent, the Group has met its profit forecast for 2013 and increased profitability relative to the previous year. 20091 Revenue 2013 vs. 2009 2010 EBITDA margin 2011 2012 EBIT margin 2013 Net earnings margin 1 2009 profit margins adjusted to discount goodwill impairment, restructuring costs. Combined Management Report SE came to a mutual agreement with Mr. Werner Schwind that 44 Wacker Neuson SE | Annual Report 2013 Profit developments A total of EUR 10.0 million in development costs was capitalized This positive revenue development is also reflected in Group by all manufacturing companies in 2013 (previous year: profit. Group EBITDA for 2013 increased by 8.3 percent EUR 7.4 million). The research and development ratio, including to EUR 153.4 million and the EBITDA margin amounted to capitalized expenditure, remained at 3.1 percent (previous 13.2 percent (2012: EUR 141.7 million; 13.0 percent). year: 3.1 percent), a healthy figure for maintaining our leading innovative position in many different areas. Relative to previous years, the following items had an impact on profit in 2013: General administrative costs amounted to EUR 67.0 million Focus on greater market penetration in increasingly (previous year: EUR 62.2 million). The administrative cost ratio competitive core markets increased slightly to 5.8 percent (previous year: 5.7 percent). Expansion into new markets (entering markets, developing tailored product portfolios) Other operating income fell to EUR 14.3 million (previous year: Expenses related to bauma 2013, the world’s largest EUR 15.1 million). construction equipment trade fair, which is held every three years in Munich Other operating expenses amounted to EUR 12.8 million (previous year: EUR 12.2 million). Cost developments Manufacturing costs rose 6.1 percent to EUR 806.8 million Profit before interest, tax, depreciation and amortization (EBITDA) (previous year: EUR 760.2 million) due to a rise in production grew at a faster rate than revenue, increasing by 8.3 percent volumes. This figure reflects strong growth in the compact from EUR 141.7 million to EUR 153.4 million. The EBITDA margin equipment segment (+12 percent), which typically involves higher amounted to 13.2 percent (previous year: 13.0 percent) and is manufacturing costs but also reports lower selling expenses. therefore higher than our forecast for the year. Gross profit for 2013 amounted to EUR 352.7 million (previous Write-downs in 2013 totaled EUR 58.6 million (previous year: year: EUR 331.5 million). The gross profit margin remained EUR 56.8 million). unchanged at 30.4 percent (previous year: 30.4 percent). Profit before interest and tax (EBIT) rose 11.6 percent to We continued to keep strict control over costs. Total sales, EUR 94.7 million. This corresponds to an improved EBIT margin1 general and administrative (SG&A) expenses and research of 8.2 percent (previous year: EUR 84.9 million; 7.8 percent). and development (R&D) expenses grew at a slower rate Purchase price allocation (PPA) from the merger with Neuson than revenue, increasing by 4.0 percent to EUR 259.5 million Kramer had the effect of reducing EBIT by EUR 2.6 million (previous year: EUR 249.5 million). The cost-to-revenue ratio (previous year’s PPA: EUR 4.0 million). The effects of PPA improved on the previous year at 22.4 percent (previous year: resulting from the 2007 merger with the Neuson Kramer Group 22.9 percent). will continue to have an – albeit a diminishing – impact until the end of 2017. At EUR 166.8 million, selling expenses rose 3.9 percent on the previous year’s figure of EUR 160.6 million. During the period The financial result amounted to EUR -6.8 million (previous year: under review, we implemented international market penetration EUR -7.1 million). Further information on the financial result is p. 47 and under measures, expanded our sales team and took part in major available in the “Financial position” section industry trade shows such as bauma in Munich. item 5 in the Notes to the Consolidated Financial statements. p. 116 R&D expenses decreased by 4.1 percent to EUR 25.7 million (previous year: EUR 26.8 million). Our expenses here were Profit before tax (EBT) grew to EUR 88.0 million (previous higher in 2012. This is because we were making targeted efforts year: EUR 77.8 million). Tax expenditure was posted at to complete a wide range of new products in time for their EUR 26.4 million (previous year: EUR 23.1 million). The tax launch at bauma in April 2013. In 2012, we also required more rate was 30.0 percent (previous year: 29.7 percent). funds to ensure that our products met stricter legal regulations governing emissions. Group profit amounted to EUR 61.2 million (previous year: EUR 54.1 million). This corresponds to an increase of 13.1 percent. The return on revenue thus improved to 5.3 percent (previous year: 5.0 percent). 1 EBIT margin = EBIT/revenue. Profit, financials and assets 45 Quarter-on-quarter comparison of revenue and earnings for 2012 and 2013 Q1 vs. Q4 Q1 prev. year Q2 Q2 vs. Q1 Q3 Q3 vs. Q2 Q4 Q4 vs. Q3 Total year 2012 revenue in € million 274.0 3.8% 284.2 3.7% 254.5 -10.4% 279.1 9.7% 1,091.7 2013 revenue in € million 257.1 -7.9% 329.0 28.0% 276.3 -16.0% 297.1 7.5% 1,159.5 year as a % -6.2 15.8 8.6 6.5 6.2 EBITDA margin 2012 as a % 14.2 13.1 13.4 11.2 13.0 EBITDA margin 2013 as a % 9.7 13.6 14.9 14.3 13.2 70.14 million ordinary shares were in circulation at all times continue longer into the winter season in Europe. Revenue for during the period. This resulted in earnings per share of Q4 was thus 6.5 percent higher than in the previous year and EUR 0.87 (previous year: EUR 0.77). 7.5 percent higher than Q3 2013. Earnings were also strong in this quarter, with the Group reporting an EBITDA margin of Quarterly developments 14.3 percent. The table above shows quarterly revenue and profit for 2013 and 2012. The first quarter of 2013 performed below Return on capital employed 2013 expectations due to the long winter in the northern hemisphere At EUR 859.4 million, average capital employed – in other (-6.2 percent relative to the previous year). The situation had words, the book value of all assets used for operational already improved by the second quarter, however (+15.8 percent purposes – increased by 8.3 percent on the previous year as a relative to the previous year, +28.0 percent relative to Q1 2013). result of the rise in revenue (previous year: EUR 793.6 million). Results for the third quarter are typically lower than the second due to seasonal fluctuations. Nevertheless, it was a positive Return on capital employed (ROCE I) increased from the period for Wacker Neuson (+8.6 percent on the previous year). prior-year figure of 10.8 to 11.0 percent. ROCE II amounted to During the fourth quarter, the Group benefited from the mainly 7.7 percent (previous year: 7.6 percent). 2 mild winter conditions, which enabled construction activity to 2 Return on capital employed (ROCE) Capital employed and ROCE II 2009 to 2013 Return on capital employed (ROCE) shows how much return a company realizes on the total capital it employs. as a % in € million 859.4 800 793.6 646.9 600 538.9 35 invested during a fiscal year. In 2013, Wacker Neuson 30 realized a return of 11.0 percent before tax (ROCE I) and 25 531.3 200 0 produced economic value added (EVA) in the amount of 10 EUR 5.1 million in 2013. 0 Average capital employed 2011 ROCE II 2012 2013 which came to 7.1 percent. Overall, the Group thus 15 5 2010 7.7 percent after tax (ROCE II). The ROCE II figure was higher than the weighted average cost of capital (WACC), 20 400 2009 It is calculated by comparing EBIT with the capital -5 Combined Management Report Change compared to previous 46 Wacker Neuson SE | Annual Report 2013 The indicators presented here are also described in more detail in the “Corporate Governance and value management” section (see section I. The Wacker Neuson Group p. 35 ). They are calculated as follows on the basis of the figures reported in the Consolidated Financial Statements and the Notes: Calculating ROCE I and II in € K EBIT EBIT1 1 Tax ratio acc. to income statement as a % NOPLAT1,2 = EBIT – (EBIT x tax rate) Non-current assets Goodwill Brands Other investments Loans Investment securities 2013 2012 2011 2010 2009 94,748 84,899 123,750 36,700 -113,134 94,748 85,649 112,951 36,700 -12,796 30.04 29.44 28.48 24.74 18.68 66,287 60,435 80,786 27,619 -10,406 792,047 790,208 742,132 673,903 632,696 -236,259 -236,603 -237,509 -236,550 -236,016 -64,838 -64,838 -64,838 -54,040 -54,040 0 0 -2,000 -5,478 -4,144 -25 -181 -310 -99 -99 -2,206 -3,449 -3,626 -3,540 -3,094 0 0 0 -4,381 -9,680 Present value (finance lease obligations) of non-current assets Non-current liabilities -33,124 -33,475 -30,006 -23,957 -25,530 Non-current assets used in business Deferred taxes 455,595 451,662 403,843 345,858 300,093 Current assets 530,360 554,597 471,207 356,314 339,042 -15,533 -18,867 -16,890 -36,559 -85,024 Cash and cash equivalents Currency hedges -4 0 -466 0 0 Interest rate swap 0 0 -6 -56 0 Trade payables -44,702 -51,143 -62,362 -36,207 -21,251 Short-term provisions -12,948 -12,804 -15,151 -12,317 -13,583 -310 -1,834 -1,967 -470 -413 Current tax payable Other current liabilities Net working capital -59,759 -55,438 -57,102 -43,776 -29,102 397,104 414,511 317,263 226,929 189,669 Capital employed 852,699 866,173 721,106 572,787 489,762 Average capital employed 859,436 793,640 646,947 531,275 538,927 11.02 10.79 17.46 6.91 -2.37 7.71 7.61 12.49 5.20 -1.93 ROCE I (return on capital employed before tax) as a % (EBIT/average capital employed) ROCE II (return on capital employed after tax) as a % (NOPLAT/average capital employed) 1 2 2009 EBIT was reported before one-off write-downs on intangible assets in the amount of EUR 100.3 million. The tax ratio in 2009 does not contain the deferred taxes in the amount of EUR 2.7 million that were payable on these write-downs. 2011 EBIT was reported before one-off write-ups on intangible assets in the amount of EUR 10.8 million. The tax ratio in 2011 does not contain the deferred taxes in the amount of EUR 2.7 million that are payable on these write-ups. 2012 EBIT is recognized before one-off write-downs on intangible assets in the amount of EUR 0.8 million. The tax ratio in 2012 does not contain the deferred taxes in the amount of EUR 1.3 million that were payable on these write-downs. NOPLAT = Net Operating Profit Less Adjusted Taxes. NOPLAT shows the annual profit a company would achieve if it were financed purely from equity. Profit, financials and assets Financial position 47 The Wacker Neuson Group uses standard derivative financial instruments such as foreign exchange forward contracts and Investments secure long-term growth prospects interest rate swaps or caps exclusively for hedging purposes and Positive free cash flow to minimize risks. Financial instruments without a corresponding Working-capital-to-revenue ratio in target range underlying transaction are not carried out. In 2012, Wacker Neuson SE placed Schuldschein loan Principles and targets of financial management at Wacker Neuson agreements with cooperative, savings and private banks. Financial management at the Wacker Neuson Group aims to borrowings into long-term borrowings, thus optimizing the strike a healthy balance between financial security, return on Group’s capital structure. These loan agreements were used to convert short-term sheet ratios and key indicators to manage our financing Ensuring payment flow through liquidity management needs. The most important indicators here are net financial The main objective of liquidity management is to ensure that the debt – resulting from short-term net borrowings and long-term Wacker Neuson Group has sufficient funds to meet payment borrowings – and the equity ratio. obligations as they arise. To this end, the Group maintains cash pools in which most of its companies are incorporated. The participants can draw on the positive cash pool balances Key fi nancial instruments as at December 31, 2013 provided by Wacker Neuson SE up to individually fixed, fair Amount in €m Due Tax rate as a % 89.7 2017 3.00 agreement (Tranche II) 29.9 2019 3.66 Borrowings from banks 72.9 n/a variable market limits. Interest accrues on deposits and withdrawals effected by participants in keeping with the market conditions Schuldschein loan agreement (Tranche I) prevailing in the respective currency and company. Schuldschein loan Positive free cash flow As planned, Wacker Neuson financed day-to-day operations with cash flow from operating activities. At the close of the year, cash flow amounted to EUR 132.6 million (previous year: Our aim is to fund day-to-day operations with cash flow from EUR 13.6 million). This was due on the one hand to the increase operating activities. Surplus funds are invested in liquid, safe in the volume of business and, on the other, to the reduction instruments where they earn the prevailing interest rates and are of inventories. available to finance sustainable growth. Statement of free cash fl ow changes in € K Cash flow from operating activities 2013 2012 2011 2010 2009 132,584 13,602 43,581 44,918 138,255 Purchase of property, plant and equipment -71,793 -93,944 -104,494 -75,618 -36,281 Purchase of intangible assets -14,968 -10,085 -9,511 -9,344 -7,120 0 0 0 0 1,996 10,887 4,156 8,526 1,205 3,753 0 0 0 -1,467 -460 -75,874 -99,873 -105,479 -85,224 -38,112 0 0 0 +1,467 +460 56,710 -86,271 -61,898 -38,839 100,603 Proceeds from the sale of marketable securities Proceeds from the sale of property, plant and equipment, intangible assets and non-current assets held for sale Change in consolidation structure Cash flow from investment activities Change in consolidation structure Free cash flow Combined Management Report equity and earnings. To achieve this, we draw on set balance 48 Wacker Neuson SE | Annual Report 2013 3 Comfortable liquidity situation despite high investments Change in cash and cash equivalents in 2013 in € million 3.8 128.9 150 132.6 -75.9 100 56.7 -21.0 50 0 -214.2 -39.0 18.9 15.5 -177.2 -50 -100 Cash and cash equivalents Dec. 31, 2012 -150 -200 Net cash position Dec. 31, 2012 Cash flow from operating activities before working capital investments Working capital deinvestments Cash flow from operating activities after working capital investments Cash flow from investing activities Free cash flow Dividend Cash flow from further financing activities and effect of exchange rates Cash and cash equivalents Dec. 31, 2013 Net debt position Dec. 31, 2013 With initial liquidity of EUR 18.9 million and increased operative cash flow, Wacker Neuson was able to fund day-to-day operations as planned in 2013. Following the reduction in working capital, cash flow from operating activities amounted to EUR 138.6 million (previous year: EUR 13.6 million). The reduction in investments in 2013 relative to the previous year resulted in a clearly positive free cash flow of EUR 56.7 million. The Group was thus able to reduce net financial debt. The dividend payout to shareholders amounted to EUR 21.0 million. At EUR 15.5 million, the liquidity situation remained comfortable as at December 31, 2013. Cash flow from investment activities, which only covers Comfortable liquidity situation investments that have been paid, amounted to EUR -75.9 million Wacker Neuson was able to meet liquidity needs in 2013 within the framework of planned investments realized (previous through its own liquid funds. Credit line commitments provided year: EUR -99.9 million). We reduced our investments in 2013. additional backing. At the closing date, less than 45 percent of This contrasts with previous years, when we channeled a these had been drawn. The reduction in net financial debt did significant amount of funds into a wide range of measures, not have a noticeable impact on Wacker Neuson’s credit line including projects to expand our production capacities. structure. For further details on the terms and interest conditions of credit lines, please refer to item 20 in the Notes to the Cash flow from financing activities came to EUR -60.1 million Consolidated Financial Statements. p. 130 (previous year: EUR 88.8 million). The Schuldschein loan agreements that we placed in the amount of EUR 120 million The Group had liquid funds to the value of EUR 15.5 million increased cash flow in 2012. The dividend payment of (previous year: EUR 18.9 million) at year-end. Liquid funds are EUR 35.1 million reduced cash flow correspondingly. The only held by companies that do not participate in the cash pool company made a dividend payout of EUR 21.0 million in 2013. system. The slight drop in liquid funds is intentional, reflecting the company’s decision to reduce short-term borrowings and At the closing date, 46.9 percent of liabilities were current and associated interest payments. 3 53.1 percent non-current. Refinancing developments Free cash flow corresponds to cash flow from operating activities 1 We continue to regard the banking sector as a volatile option plus cash flow from investment activities . In 2013, Wacker for refinancing, also in light of rising refinancing rates. However, Neuson again generated clearly positive free cash flow and Wacker Neuson benefits from its outstanding credit rating, which reduced net debt. The sharp rise in cash flow from operating is also acknowledged by the banks. The Deutsche Bundesbank activities and the reduction in investments relative to previous confirmed that Wacker Neuson SE was eligible for credit in 2013. years meant that free cash flow rose to EUR 56.7 million (previous year: EUR -86.3 million). Our aim remains to organize our own direct refinancing options irrespective of external market forces. 1 If available excluding changes to the consolidation structure and plus amounts accruing from the issue of new shares including the costs of raising capital. Profit, financials and assets Working capital developments The Wacker Neuson Group aims to keep working Working capital 2009 to 2013 in € million as a % 500 400 ratio amounted to 39 percent. 453.1 40 370.5 300 200 capital management, the working-capital-to-revenue 50 456.8 capital as low as possible. Due to efficient working 30 269.3 217.9 20 10 100 0 0 2009 2010 Working capital as of Dec. 31 2011 2012 2013 Working capital/Revenue as of Dec. 31 Working capital developments The Group thus succeeded in reducing the working capital We optimized our inventory management in recent years to figure reported at September 30, 2013 (EUR 466.5 million) improve our delivery capabilities and react rapidly to global by EUR 13.4 million (2.9 percent) by the closing date, even market developments. This led to an increase in working capital. though revenue for Q4 2013 was 7.5 percent higher than in the At December 31, 2013, average working capital (average capital third quarter. held in current assets) amounted to EUR 454.9 million. This corresponds to a 10.0 percent increase on the previous year’s Inventory decreased 7.3 percent in 2013 to EUR 333.8 million figure of EUR 413.7 million. The working-capital-to-revenue ratio (previous year: EUR 360.1 million). Trade payables fell to came to 39.2 percent (previous year: 37.9 percent). Working EUR 44.7 million (previous year: EUR 51.1 million). Trade capital amounted to EUR 453.1 million at the closing date receivables increased 11.0 percent to EUR 164.0 million (previous year: EUR 456.8 million), a decrease of 0.8 percent (previous year: EUR 147.8 million) due to the rise in revenue. on the previous year’s closing date. If we compare the working 4 In certain cases, particularly outside of Central European capital reported at the closing date against the figure based on markets, Wacker Neuson provides customers with longer annualized Q4 2013 revenue, the working-capital-to-revenue payment terms in line with standard industry practices. ratio increased to 38.11 percent, which is within the range we expected. Calculation of average working capital in € K 2013 2012 2011 2010 2009 Inventory 333,812 360,121 274,492 183,980 148,301 + Trade receivables 163,953 147,838 158,358 121,487 90,837 - Trade payables 44,702 51,143 62,362 36,207 21,251 Working capital 453,063 456,816 370,488 269,260 217,887 454,939 413,652 319,874 243,573 260,908 39.2% 37.9% 32.3% 32.1% 43.7% Average working capital = (opening inventory + closing inventory)/2 Average working capital to revenue ratio 1 Note on calculation: 453.1/(297.2*4) = 38.1 percent. Combined Management Report 4 49 50 Wacker Neuson SE | Annual Report 2013 5 Cash flow and investments Investments, write-downs and cash fl ow from In 2013, the Group invested EUR 86.8 million (EUR 71.8 operating activities 2009 to 2013 million excluding intangible assets). This is EUR 22.1 million in € million less than in 2012. Although investments exceeded writedowns by a factor of 1.5, we were still able to achieve a 140 positive free cash flow in the amount of EUR 56.7 million. 120 114.0 104.0 100 86.8 85.0 80 1 60 40 56.8 41.1 43.4 40.0 2009 depreciation: Adjusted to reflect write-downs on intangible assets in the amount of EUR 100.3 million. 2 2011 depreciation: Adjusted to reflect write-ups on intangible assets in the amount of EUR 10.8 million. 58.6 49.6 20 0 Capital expenditure 20091 2010 20112 2012 2013 Depreciation and amortization Operating cash flow Substantial investments for future growth under review, we invested around EUR 86.8 million (2012: Wacker Neuson continued to invest in its future growth in 2013, EUR 104.0 million), EUR 15.0 million of which was channeled although spending in this area was at a significantly lower level into property plant and equipment (capitalization of research than in 2012 (the new compact equipment production site in and development activities, software, etc.). This figure is within Hörsching pushed up investments in 2012). During the period our expected range of around EUR 80 million. Basis for calculating (WACC1) 2013 2012 2011 2010 Risk-free return (rf) as a % 2.75 2.50 2.75 3.00 4.25 Market risk premium (MRP) as a % 6.00 6.00 5.5 5.00 5.00 Leverage beta (ßL) Average interest-bearing liabilities, € K Interest expense (D x rD), € K 2009 1.037 1.094 1.001 1.050 1.028 288,061 219,921 108,149 88,053 130,452 4,987 7,971 7,731 4,525 4,333 Cost of debt (rD) as a % 2.77 3.52 4.18 4.92 3.82 Group tax rate (s) as a % 30.04 29.72 28.16 24.74 36.52 Share price at closing date (k) € Number of shares (n) in thousands Market capitalization (E), € K Cost of equity (rE) as a % 11.49 10.35 9.55 13.00 8.20 70,140 70,140 70,140 70,140 70,140 805,558 725,949 669,837 911,820 575,148 8.97 9.06 8.26 8.25 9.39 Percentage of financing that is equity [E/(E+D)] as a % 73.66 76.75 86.10 91.19 81.51 Percentage of financing that is debt [D/(E+D)] as a % 26.34 23.25 13.90 8.81 18.49 Weighted average cost of capital (WACC) as a % 7.12 7.53 7.53 7.85 8.10 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+MRPxßL) x E/(E+D)+rDx(1-s)xD/(E+D). WACC stands for 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 the cost of debt. Here, equity is taken at market value at the closing date. In 2012, the calculation of WACC was adjusted. For the first time, the average interest-bearing liabilities were calculated precisely for each month. The previous year’s figures have been adjusted in line with this new calculation. Profit, financials and assets 51 2013 2012 2011 ROCE II as a % 7.71 7.62 WACC as a % 7.12 7.53 ROCE - WACC as a % 0.59 Average capital employed in € m EVA in € m 2010 2009 12.49 5.20 -1.93 7.53 7.85 8.10 0.09 4.96 -2.65 -10.03 859.4 793.6 646.9 531.3 538.9 5.1 0.7 32.1 -14.1 -54.1 Investments 20131 Producing value as a % of total investment We also include the key indicator weighted average cost of capital (WACC) for the Group in our financial reports. A company 66.3 Expansion of sales and rental Central Europe 16.4 Renewal/maintenance and other investments 17.3 Intangible assets is producing value for its investors if return on capital employed (ROCE) exceeds WACC. 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. 1 Total investments for 2013: EUR 86.8 million (property, plant and equipment and intangible assets). The company produced value in 2013. At 7.71 percent (previous year: 7.62 percent), ROCE II (return on capital employed after tax) was higher than WACC, which came to 7.12 percent (previous year: 7.53 percent). We invested around EUR 58 million in the expansion of sales activities, programs aimed at increasing sales and our own rental Economic value added (EVA) is calculated by multiplying the fleet (for Central Europe). This accounted for around 66 percent of difference between ROCE II and WACC by the mean capital total investment. The equipment and machines that we rent must invested. This figure thus represents the net amount of economic be below a certain average age. Our business model therefore profit obtained from capital employed and shows how much also includes the sale of used equipment. Wacker Neuson value a company has gained or lost in a specific year. Following equipment has a high resale value due to its outstanding quality on from a slightly positive EVA of EUR 0.7 million in 2012, and durability, coupled with the fact that it is maintained by Wacker Neuson managed to increase economic value added to the company itself. Part of our investment budget is therefore EUR 5.1 million in the fiscal year under review. earmarked for replacing older machines in our rental fleet. Renewal/maintenance activities and other investments accounted for around 16 percent (EUR 14.3 million) of total investments. The investment (property, plant and equipment plus intangible assets) to depreciation factor amounted to 1.5 (previous year: 1.8). 5 Combined Management Report Calculation of the economic value added (EVA) 52 Wacker Neuson SE | Annual Report 2013 Balance sheet structure in € million ASSETS 1,344.8 EQUITY AND LIABILITIES 1,322.4 Inventories (current) 26.8% 1,322.4 25.2% Other current assets 14.4% 1,344.8 3.4% 3.8% Trade payables (current) 10.2% 12.5% Other borrowings (current) 15.4% 15.4% Borrowings (non-current) 71.0% 68.3% Equity (before minority interests) 14.9% Tangible assets 28.7% 29.2% Goodwill 17.6% 17.9% Other non-current assets 12.5% 12.8% 2012 2013 2013 2012 Differences attributable to rounding. Assets Strong return on equity plus high equity ratio Net profit for the period pushed equity before minority interests Solid balance sheet structure underpins further growth High equity ratio compared with industry peers Net financial debt reduced up to EUR 935.5 million (previous year: EUR 914.7 million). At 70.7 percent (previous year: 68.0 percent), the equity ratio before minority interests remained high for the industry. The company’s share capital remained unchanged at EUR 70.14 million. The balance sheet total fell 1.7 percent during the fiscal year to Bolstered by profit figures after minority interests, return on EUR 1,322.4 million (previous year: EUR 1,344.8 million). equity (ROE) amounted to 6.6 percent for 2013 (previous year: 6.1 percent). Return on assets (ROA) after tax and before minority interests rose to 4.7 percent (previous year: 4.3 percent). Return on Non-current liabilities fell slightly by 1.9 percent to EUR 203.2 assets expresses the ratio between profit/loss for the period million (previous year: EUR 207.1 million). Long-term borrowings before minority interests and the average balance sheet total. also fell to EUR 130.6 million (previous year: EUR 134.8 million). Deferred tax is always deducted when calculating ROA. In 2013, At EUR 39.5 million, long-term provisions were higher than the deferred tax liabilities amounted to EUR 30.3 million (previous previous year’s level (previous year: EUR 38.9 million). Deferred year: EUR 31.7 million). tax liabilities amounted to EUR 33.1 million (previous year: EUR 33.5 million). Assets rose to EUR 749.6 million (previous year: EUR 746.5 million). Total current liabilities fell to EUR 179.8 million (previous year: At December 31, 2013, goodwill amounted to EUR 236.3 million EUR 219.5 million). This is mainly due to a decrease in trade (previous year: EUR 236.6 million). At EUR 108.5 million, payables and short-term borrowings from banks. Trade payables intangible assets were slightly higher than the previous year’s fell to EUR 44.7 million (previous year: EUR 51.1 million). Short- level (previous year: EUR 103.2 million). term borrowings decreased to EUR 62.1 million (previous year: EUR 98.3 million). This figure also includes the current portion of Due to an increase in production volumes, the value of finished products in 2013 grew from EUR 237.7 million to EUR 240.5 million. Current assets amounted to EUR 530.4 million (previous year: EUR 554.6 million). long-term borrowings. Profit, financials and assets 53 Calculating ROE in € K Profit/loss after minority interests 2013 2012 2011 2010 2009 61,167 1 2 77,732 23,934 -12,4663 54,881 Equity before minority interests 935,481 914,658 901,064 830,618 789,049 Average equity before minority interests 925,070 907,861 865,841 809,834 849,069 6.61 6.05 8.98 2.96 -1.47 ROE as a % (profit/loss after minority interests / average equity before 1 2 3 2012 figures are reported before one-off write-downs on intangible assets in the amount of EUR 0.8 million. 2011 figures are reported before one-off write-ups on intangible assets in the amount of EUR 10.8 million including the associated deferred tax liabilities in the amount of EUR 2.7 million. 2009 figures are reported before one-off write-downs on intangible assets in the amount of EUR 100.3 million including the associated deferred taxes in the amount of EUR 2.7 million. Net financial debt at December 31, 2013 amounted to The Group utilizes off-balance-sheet financial instruments such EUR 177.2 million (previous year: EUR 214.2 million). Gearing1 as the sale of receivables to a limited extent only. In connection decreased from 23.4 percent at the start of the year to with the sale of receivables, customers are offered financing 18.9 percent at the closing date. The Group’s financing models, in part interest-subsidized, which can also be reported structure thus remains very strong for the industry. Please as factoring in the wider context. However, these schemes are refer to item 30 in the Notes (“Risk management/capital only used to finance sales and are not a major source of funding management”) for further information on calculating net for the Group. financial debt. p. 142 Judgments and estimates Financial structure During the past fiscal year, no voting rights were exercised Please refer to the “Financial liabilities” section (item 20) in the and no balance-sheet disclosures made which, if exercised or Notes to the Consolidated Financial Statements for information disclosed differently, would have had a material effect on the net on the financing structure, financial covenants and the terms of assets, financials and profits of the Group. covenants. p. 130 Information about the use of estimates, assumptions and Off-balance-sheet assets and financial instruments judgments made, especially in connection with the valuation of In addition to the assets shown in the consolidated balance tangible and intangible assets, goodwill, doubtful debts, pension sheet, the Group also makes customary use of assets that liabilities, provisions, contingencies and information about cannot be recognized in the balance sheet. These generally refer tax expenses is presented in the Notes to the Consolidated to leased, let or rented assets (operating leases). Please refer to Financial Statements. the “Other financial liabilities” section (item 25), in the Notes to the Consolidated Financial Statements for detailed information. p. 135 Net fi nancial position 2013 2012 2011 2010 2009 Long-term borrowings -130,594 -134,807 -15,261 -32,218 -33,583 Short-term borrowings -61,698 -97,853 -91,654 -5,958 -14,889 -428 -437 -421 -12,109 -11,698 in € K Current portion of long-term borrowings Cash and cash equivalents Total net financial position 1 Gearing = net financial debt/equity before minority interests. 15,533 18,868 16,890 36,559 85,024 -177,187 -214,229 -90,446 -13,726 24,854 Combined Management Report minority interests) 54 Wacker Neuson SE | Annual Report 2013 6 Healthy assets and finances Balance sheet ratios 2009 to 2013 Wacker Neuson is in a healthy financial position with a as a % in € million 950 901.1 789.0 914.7 935.5 95 high equity ratio of around 71 percent and gearing of around 19 percent. In 2013, Wacker Neuson reduced net financial debt by EUR 37 million to EUR 177 million. The 830.6 750 75 550 55 Group has only drawn on just under 45 percent of its credit lines and thus has sufficient financial headroom. 35 350 214.2 177.2 150 15 90.4 0 -50 13.7 -24.9 2009 2010 Equity before minority interests in € million Gearing as a % 0 -5 2011 2012 2013 Net financial debt in € million Equity ratio before minority interests as a % General overview of economic situation The Annual Financial Statements describe the results of business The Group again reported record revenue in 2013. Profitability activities conducted by Wacker Neuson SE during fiscal 2013. was also above the previous year. With an equity ratio before Here it should be noted that the company has been operating as minority interests of around 71 percent and gearing of 19 percent, a management and holding company since fiscal 2011. the Group’s financials and assets remain strong, also for the industry. At the close of 2013, the Group was again in a healthy Operational activities in Germany (sales, production and financial position. In light of the company’s secure liquidity logistics) were dropped down from the parent company situation and the fact that the company has still not drawn on Wacker Neuson SE to separate companies in 2011. The over 55 percent of its credit lines, Wacker Neuson will be able three new affiliates are each structured as GmbH & Co. KG to meet all of its financial obligations in the current year. In line companies with headquarters in Munich. They are wholly with its strategy, the Group is committed to further growth – at owned by Wacker Neuson SE. an international level in particular – and increasing its presence in core markets. 6 All operational business segments have now been dropped down from Wacker Neuson SE. As a result, the company now only performs global, Group-wide management and holding V. Profit, financials and assets of Wacker Neuson SE (condensed version according to HGB) activities and no longer generates operating revenue. The corporate purpose of Wacker Neuson SE is holding and managing shares in companies that are directly or indirectly involved in the development, manufacture and sale of The Annual Financial Statements of Wacker Neuson SE have machines, equipment, tools and processes – particularly for the been prepared in accordance with the provisions of the German construction and agricultural industries – as well as the provision Commercial Code (HGB) and the German Stock Corporation of all associated services. Law (Aktiengesetz). For the 2013 fiscal year, the Management Report of Wacker Neuson SE has been combined with the Only central Group functions based in Munich remain at Wacker Group Management Report. Neuson SE together with Group-wide and/or non-transferrable contractual relationships and other legal relationships, receivables and liabilities. The holding is responsible for all Profit, financials and assets of Wacker Neuson SE (condensed version according to HGB) strategic functions of Group management. The Group Executive General administrative costs amounted to EUR 26.1 million Board plus all central Group-wide departments are with the in fiscal 2013 (previous year: EUR 22.8 million). Other income holding company. These include Group controlling, Group came to EUR 28.1 million. This includes remuneration for accounting, treasury, legal (in-cluding patent management), services rendered within the Group. In 2012, other income was internal auditing, compliance, real estate, investor relations and posted at EUR 25.5 million. 55 corporate communication. In addition to the above-mentioned departments, the holding company also has dedicated The dividend payment made by Wacker Neuson SE to its employees for IT, marketing and HR to steer these corporate shareholders is dependent on the performance of its holding functions at Group level. The company employed 39 people on entities and the profit that they yield. In 2013, Wacker Neuson SE average in fiscal 2013 received EUR 23.7 million in dividends (previous year: EUR 24.1 million). company also delivers administrative, financial, commercial On April 4, 2012, Wacker Neuson SE concluded a profit transfer and technical services for the holding entities under the terms agreement with Weidemann GmbH, based in Diemelsee- and conditions customary in the market. Some of these service Flechtdorf, Germany. The proceeds from the profit transfer contracts are reciprocal agreements. agreement came to EUR 16.2 million in the period under review (previous year: EUR 20.3 million). The income statement is prepared in the “cost-of-sales” format. Income from shareholdings in companies (dividends plus proceeds from the profit transfer agreement) thus amounted to Income statement for Wacker Neuson SE (condensed version) EUR 39.9 million (previous year: EUR 44.4 million). 2013 2012 Revenue 0 0 Wacker Neuson SE realized profit before interest and tax (EBIT) Cost of sales 0 0 of EUR 36.3 million (previous year: EUR 43.3 million). Gross profit 0 0 Sales expenses 0 0 -26,121 -22,825 28,137 25,476 in € K expenses Other income Profit before tax (EBT) came to EUR 32.4 million (previous year: EUR 42.8 million). After tax, this results in profit for the period of General and administrative EUR 26.9 million (previous year: EUR 36.6 million). Other expenses -5,648 -3,715 Assets and financials Dividends 23,685 24,080 Group software licenses, primarily for the ERP system1 as well and long-term loans 16,208 20,297 across the Group are capitalized at Wacker Neuson SE. The EBIT 36,261 43,313 holding company provides Group members with these licenses 6,144 4,541 Write-downs on financial assets -3,942 0 Interest and similar expenses -6,029 -5,090 0 0 Profit before tax (EBT) 32,434 42,764 Taxes on income and earnings -5,343 -6,099 -182 -88 Net profit/loss 26,908 36,577 Profit/loss carried forward 20,488 4,953 as for the operating systems and office applications deployed Income from other securities Interest and similar income Expenses from losses absorbed Other taxes in return for a fee. As in the previous year, Wacker Neuson SE reported intangible assets of EUR 5.7 million (previous year: EUR 5.7 million) for licenses and similar rights at December 31, 2013. The property held by Wacker Neuson SE refers to the site of the Group headquarters in Milbertshofen, Munich. Wacker Neuson SE reported property, plant and equipment in the amount of EUR 37.0 million at December 31, 2013 (previous year: EUR 38.7 million). Withdrawal from/allocation to other revenue reserves Retained earnings 0 0 47,396 41,530 The financial assets reported by Wacker Neuson SE refer to its holdings in all Group members within and beyond 1 Enterprise Resource Planning system. Combined Management Report In its capacity as a management and functional holding, the 56 Wacker Neuson SE | Annual Report 2013 Germany. At December 31, 2013, financial assets amounted to Balance sheet of Wacker Neuson SE (condensed version) EUR 734.3 million (previous year: EUR 738.2 million). The slight Dec. 31, 2013 Dec. 31, 2012 5,702 5,700 5,100 4,880 602 820 36,997 38,717 35,042 36,212 1 2 1,955 2,400 0 103 734,276 738,220 733,524 737,467 750 750 2 3 776,975 782,636 5 0 199,829 206,089 Other assets 1,127 1,645 Liquid funds 18,489 25,629 Current assets 219,450 233,363 At December 31, 2013, the company’s equity amounted Deferred items 684 568 to EUR 784.3 million (previous year: EUR 778.4 million). Balance sheet total (assets) 997,108 1,016,567 Equity 784,314 778,447 in € K Intangible assets of which: licenses for industrial property rights and similar of which: payments on account Property, plant and equipment drop resulted from an impairment loss in the amount of € K 3,942 (previous year: € K 0) in line with Section 253 (3) sent. 3 of the HGB. Total assets attributable to Wacker Neuson SE amounted to EUR 777.0 million at the closing date (previous year: EUR 782.6 million). of which: land, land titles and buildings on third-party land Wacker Neuson SE does not hold any inventory. of which: machinery and equipment of which: office and other equipment of which: payments on account/ assets under construction Financial assets of which: shareholdings in affiliated companies of which: loans to affiliated companies of which: other loans Assets Trade receivables Receivables from affiliated companies Trade receivables due from customers and sales partners within Germany and beyond also accrue almost entirely to the operational companies. Receivables from associated companies of Wacker Neuson SE fell to EUR 199.8 million (previous year: EUR 206.1 million). Wacker Neuson SE receivables are mainly related to its shareholdings in Group members, in particular resulting from cash pool borrowings, but also from external loans and from the Schuldschein loan agreement. Wacker Neuson SE reported liquid funds of EUR 18.5 million at December 31, 2013 (previous year: EUR 25.6 million). Total current assets amounted to EUR 219.5 million at the closing date (previous year: EUR 233.4 million). The balance sheet total is reported at EUR 997.1 million (previous year: EUR 1,016.6 million). Wacker Neuson SE’s share capital remained stable at EUR 70.14 million. It is divided into 70,140,000 individual no-par-value nominal shares. 70,140 70,140 of which: capital reserves 583,999 583,999 of which: revenue reserves 82,778 82,778 of which: retained earnings 47,396 41,530 53 62 13,059 11,829 199,672 226,229 54,729 89,970 553 547 21,327 12,518 year: EUR 90.0 million). External loans taken out by Wacker 123,063 123,193 Neuson SE will be extended to affiliates at prevailing market 10 0 997,108 1,016,567 of which: subscribed capital Special tax-free reserves Other provisions Liabilities Borrowings from banks Trade payables Payables to affiliated companies Other liabilities Deferred items Balance sheet total (liabilities) Other provisions amounted to EUR 13.1 million (previous year: EUR 11.8 million). Wacker Neuson SE has significant external financial liabilities as a result of the cash pool and other financing agreements with Group companies. These liabilities are managed by the holding’s corporate treasury department, which is the central instance responsible for securing and managing liquidity across the Group. Borrowings from banks fell to EUR 54.7 million (previous conditions Payables to associated companies include fixed-term, inter company loans and current liabilities from the cash pool. At the closing date, payables to associated companies amounted to EUR 21.3 million (previous year: EUR 12.5 million). Profit, financials and assets of Wacker Neuson SE (condensed version according to HGB) 57 Dividend trends (the fi gures shown relate to the fi scal year in which the dividend was realized) Total payout (€ m) 20131 2012 2011 2010 2009 28.06 21.04 35.07 11.9 – Payout ratio (as a %) 45.9 38.9 40.9 49.8 – Eligible shares (in m) 70.14 70.14 70.14 70.14 70.14 0.40 0.30 0.50 0.17 – Dividend per share (in €) Dividend proposal for the AGM on May 27, 2014. Other liabilities amounted to EUR 123.1 million (previous Forecast of Wacker Neuson SE year: EUR 123.2 million) and include the Schuldschein loan Wacker Neuson SE believes that it will continue to receive agreements that the company raised in 2012. sufficient income from its participating interests in future for it to make appropriate dividend payments to its shareholders. In summary, company management feels that Wacker Neuson SE’s financial position remains strong. Statement from the Executive Board pursuant to Section 312 AktG Dividend proposal The following declaration concludes the Executive Board report The Executive Board and Supervisory Board of Wacker regarding relations with related entities. Neuson SE will propose a dividend of EUR 0.40 per eligible share (previous year: EUR 0.30) at the AGM on May 27, 2014 “Our company received appropriate compensation in respect (based on a total of 70.14 million eligible shares). In total of all transactions entered into with associated companies. therefore, the company will be paying out EUR 28.1 million These transactions did not put the company at a disadvantage. (previous year: EUR 21.0 million). The distribution ratio pans No measures were taken during the year under review that out at around 46 percent (previous year: around 39 percent) would have required reporting. This assessment is based on based on Group profit for the year in the amount of EUR 61.2 the circumstances known to us at the time of transactions million (previous year: EUR 54.1 million). subject to reporting.” The auditing company Ernst & Young GmbH Wirtschafts- Executive Board prüfungsgesellschaft, Munich, Germany, has audited the Annual Financial Statements of Wacker Neuson SE in full and approved them without qualification. The audited report will be published in the electronic Federal Gazette. It can also be downloaded from www.wackerneuson.com/finanzberichte (only in German). Combined Management Report 1 58 Wacker Neuson SE | Annual Report 2013 VI. Segment reporting by region Germany was again the strongest revenue driver in Europe. Business on the German market in 2013 benefited from ongoing construction and infrastructure maintenance projects on the Europe – company’s biggest revenue driver – one hand and from the revival in residential construction on the other. New product launches and an enhanced service offering continues to grow Americas report strongest growth Asia-Pacific revenue down slightly also strengthened our position in the German market. In the rest of Europe, revenue development varied from region to region. Sales in Southern European countries, for example, With its broad product and service portfolio, the Wacker Neuson continued to fall. In contrast, Central and Northern Europe Group not only supplies construction companies, but also developed positively. South Africa, Turkey and Russia (Wacker dealers, rental organizations and importers across the globe. Neuson includes these countries in its Europe segment although – geographically speaking – they are located outside of the Segment reporting provides an overview of business region) also developed well. developments according to region (Europe, Americas and Asia-Pacific). We also break revenue down according to business The fact that Wacker Neuson was able to increase its revenue in segment (light equipment, compact equipment and services). Europe in spite of the difficult market conditions clearly shows that our product portfolio is targeted at growth segments and We are happy to report that Wacker Neuson increased revenue that our European sales strategies – including diversification into across all core markets and business segments in 2013. The other industries – have yielded positive results. Revenue growth Asia-Pacific region, however, performed slightly below the was fueled by rising demand across various other industries previous year’s level due to a market downturn in Australia in Europe, including the gardening, landscaping and industrial coupled with exchange rate fluctuations. sectors. Sales by region as a % (previous year) Americas 71.3 Europe (71.1) 25.6 Americas (25.3) 3.1 Asia-Pacific (3.6) Revenue at all-time high In 2013, revenue in the Americas region rose 7.6 percent relative to the previous year to reach EUR 297.2 million (previous year: EUR 276.2 million). This was the Group’s highest ever annual revenue figure in the region. Exchange rate fluctuations had a negative impact on revenue in some markets, especially in South America. The average euro/dollar exchange rate in 2013 was EUR 1 to USD 1.33 (previous year: EUR 1 to USD 1.29). Discounting Europe exchange rate fluctuations, revenue in the region as a whole grew by 12.1 percent. Europe – company’s core market – report revenue growth At 25.6 percent, the region’s share of total revenue was slightly The Europe region accounts for the lion’s share of Group above the previous year’s level (previous year: 25.3 percent). revenue at 71.3 percent (previous year: 71.1 percent). Revenue Profit before interest and tax (EBIT) fell from EUR 29.1 million to for the period increased by 6.4 percent to EUR 826.2 million EUR 21.4 million. (previous year: EUR 776.4 million). Profit before interest and tax (EBIT) rose significantly to EUR 79.8 million (previous year: EUR 59.4 million). As in previous years, North America accounted for the lion’s While revenue in China was up, Australia and New Zealand share of revenue in this region. In local currency, revenue in figures were marked by a reticence to invest among key the US and Canada again grew at double-digit rates from a high accounts. This was due in particular to a drop in demand from level. Although current uncertainties had an impact on demand in the mining sector, which meant that large dealers and rental Brazil, the Group continues to view Brazil as a promising market. chains adopted a cautious approach to investment in machinery. As anticipated, rental firms in the US invested in new equipment Growing strategic importance of emerging markets and machines (depending on the age of their existing fleets). Emerging economies such as China and India are still at the Our own dealers also reported increased product sales. We early stage of infrastructural and industrial development, which are gradually expanding our dealer network in North and South primarily requires heavy equipment – for example, to build road America to ensure we have the reach to distribute both our and rail networks as well as tunnels, power plants and pipelines. light and compact equipment offerings over as wide an area as Nevertheless, demand in these geographies is growing for possible here. repair and maintenance work on infrastructure, especially in the megacities, and this trend is bolstering our product sales. Our strategy to distribute compact equipment in North and South America had a positive impact on revenue. Demand for our China and South-East Asia are key future markets for us – compact offering was particularly high in the US and Canada. notwithstanding short-term uncertainties surrounding growth and currency fluctuations. We established our first affiliates in the region some years ago. We have been playing an active role Asia-Pacific in the Indian market since 2008 through our affiliate Wacker Neuson Equipment Private Ltd. based in Bangalore. Towards Exchange rate fluctuations impact revenue growth the end of 2013, we established a new affiliate in Singapore – In the Asia-Pacific region, revenue dropped 7.7 percent from Wacker Neuson (Singapore) PTE. LTD – which will act as EUR 39.1 million the previous year to EUR 36.1 million. Here too, regional headquarters for the ASEAN1 and SAARC2 countries. the euro’s strong performance against local currencies strongly impacted our revenue figure, which actually rose by 0.3 percent discounting exchange rate fluctuations. The region’s share of total revenue was 3.1 percent (previous year: 3.6 percent). Segment profit before interest and tax (EBIT) amounted to just a few 1 2 thousand euro (previous year: EUR 2.1 million). ASEAN: Association of Southeast Asian Nations. SAARC: South Asian Association for Regional Cooperation. Sales by region 2009 to 2013 EBIT by region 2009 to 2013 in € million in € million +34.3 % +6.4% 1,000 800 600 80 826.2 776.4 723.9 +7.6% 558.6 465.7 -26.5 % 40 29.3 29.1 21.4 26.6 276.2 297.2 231.0 168.1 103.1 200 0 Europe 2010 79.8 59.4 60 400 2009 77.32 2011 Americas 2012 20 -7.7% 0 28.2 36.7 36.1 31.2 39.1 -99.8 % 14.4 -7.01 -20 0.8-0.3 -8.0 Europe Americas 4.7 2.1 0.0 Asia-Pacific Asia-Pacific 2009 2013 2010 2011 2012 2013 2013 vs. 2012 2013 vs. 2012 1 Adjusted to discount write-downs on intangible assets in the amount of EUR 100.3 million. 2 Adjustment for reversal of brand impairment in the amount of EUR 10.8 million. 59 Combined Management Report Segment reporting by region 60 Wacker Neuson SE | Annual Report 2013 In order to expand our product portfolio and secure a stronger Our products complement each other perfectly and so customers competitive position in Asia, we started to introduce light often deploy several items of equipment simultaneously. We are equipment products tailored to local market dynamics in the committed to making high-quality equipment that excels under second half of 2012. The bulk of these products are made in what are usually harsh conditions. This commitment has enabled the region, for the region. We have also launched compact us to secure our leading market position, particularly in Europe equipment in Asia, primarily in China. and the US. Demand remained consistently high throughout the four quarters of the year. We see this as a positive sign of a In 2013, Wacker Neuson’s revenue from emerging markets (for long-term trend as the light equipment segment is traditionally a definition of the term, see “II. General background” an early mover in economic cycles. Light equipment revenue p. 38 ) rose by around 6 percent on the previous year. This figure put before discounts for the period under review rose 1.7 percent growth on a par with that reported for established markets. The to EUR 407.2 million (previous year: EUR 400.4 million). The region’s share of total revenue in 2013 remained unchanged at effects of currency fluctuations played a significant role here 12 percent. too; when adjusted to discount currency fluctuations, revenue rose by 5.6 percent. This segment’s share of total revenue was 34.6 percent (previous year: 36.2 percent) as there was a bigger VII. Segment reporting by business segment increase in compact equipment revenue. Product innovations and new models played a key role in the Demand for light equipment remains high light equipment segment’s positive performance over the last Growth strongest in the compact equipment segment year. At bauma 2013, two new lighting technology products Product strategy for emerging markets in place were unveiled: a light balloon (LBS 80M) and an electrohydraulic telescopic mast (LTN 6LV). Innovations in our demolition portfolio included new gasoline floor saws and the world’s most powerful breaker (EH 100 with 100 joules of single-stroke impact). New Revenue by business segments products were also launched in our compaction equipment line. 2013 2012 Light equipment 407,169 400,404 We also introduced a new trench roller (RTx-SC2) which allows Compact equipment 519,955 466,455 the working width to be adjusted between 56 cm and 82 cm. All Services 248,453 239,155 of these innovations were well received by industry professionals Less cash discounts -16,055 -14,298 as they make the operator’s work significantly easier. 1,159,522 1,091,716 in € K = Total revenue For vibratory plates, there is the new Compatec control system. Product strategy for emerging markets: our new Value Line Light equipment We are currently establishing a range of light equipment products tailored to the Asian market. The new Value Line products are Demand for high-quality products remains strong The light equipment business segment covers the Wacker Neuson Group’s activities within the strategic business fields of concrete technology, compaction and worksite technology. Production is synchronized with demand and delivery times are short. Orders are usually delivered within a few days. The Group therefore does not report an order backlog for this segment. robust and built to Wacker Neuson’s high quality standards. Segment reporting by business segment Compact equipment 61 sales network drove revenue in almost all countries where we distribute compact equipment. Demand for compact equipment Strong revenue growth in compact equipment segment was particularly strong in Germany, the UK, Switzerland, France, The compact equipment business segment covers compact produce our machines in Austria and Germany. Turkey, South Africa, Australia, North America and Chile. We machinery targeted at construction and agricultural industries, gardening, landscaping and industrial firms as well as recycling Compact equipment revenue before discounts increased to companies and municipal bodies. The portfolio includes EUR 520.0 million, an 11.5-percent rise on the previous year’s excavators, wheel loaders, skid steer loaders, telescopic figure of EUR 466.5 million. This segment’s share of total revenue handlers, and four-wheel and track dumpers weighing up to thus expanded to 44.2 percent (previous year: 42.2 percent). compact equipment portfolio at more and more markets outside Our customers continue to place orders at short notice. As of Europe. such, our forecasts are restricted to a period of three to four months. It is therefore crucial that these short-term orders are The trend toward compact, versatile machines in other delivered as quickly as possible. industries outside of the construction sector is gathering momentum. At the same time, our measures to increase Monthly order intake is a reliable indicator of demand for our market penetration and distribute our offering via our existing compact equipment. It also enables us to accurately forecast capacity utilization at our production sites for the coming months. Revenue by business segment1 At December 31, 2013, accumulated orders for compact as a % (previous year) equipment for the construction and agricultural sectors were 20 percent higher than the previous year, including internal 34.6 Light equipment (36.2) 44.2 Compact equipment (42.2) 21.1 Services (21.6) deliveries. We continually develop technical innovations in order to expand and improve our compact portfolio. The Group unveiled a range of new models and innovations at bauma 2013 in Munich. These included the 803 mini excavator with dual power equipped with an electric hydraulic motor for emission-free operation. Other 1 Consolidated revenue before discounts; differences attributable to rounding. highlights were the new compact excavator (EZ17), the compact telescopic handlers (TH412 and TH625) and the smallest wheel loader (WL 20) in the product portfolio. These are described in more detail in the “Research and development” section. Development by business segment 2009 to 2013 in € million p. 62 Fall in revenue in the agricultural sector +11.5% +1.7% Due to a drop in demand, revenue generated by agricultural 600 520.0 466.5 500 equipment fell 5.2 percent to EUR 156.8 million in 2013 (previous +3.9% 400.4 407.2 400 year: EUR 165.4 million). Challenging market conditions for customers such as biogas plant operators meant that demand 300 239.2 248.5 for telescopic handlers from our Pfullendorf site also fell. In 2013, 200 agricultural compact equipment accounted for 13.3 percent of 100 total Group revenue (previous year: 15.0 percent). 0 Light equipment 2009 2010 2013 vs. 2012 2011 Compact equipment 2012 2013 Services Combined Management Report 15 tons, as well as attachments. The Group is targeting its 62 Wacker Neuson SE | Annual Report 2013 At the closing date, order intake was more than 20 percent Our Europe-wide used equipment center in Gotha, Germany, higher than in the previous year. This can be attributed to rounds off our service offering, providing a central location the success of Agritechnica, which took place in Hanover in for us to recondition used machines and market them November 2013. professionally in the used equipment market. Our online sales platform (www.used.wackerneuson.com) is extremely popular The Group continued to successfully deliver special financing among our customers. options for customers in the compact equipment business. Our rental offering gives our customers a high degree of flexibility. Our sales and service stations responded with great Services flexibility to customer requirements, making rental equipment available at short notice wherever it was needed. Segment growth in synch with new equipment sales We believe in customer-centric service, advising and helping each customer according to individual. Wacker Neuson VIII. Other factors that impacted on results therefore complements new equipment sales with an extensive range of services. The services segment covers the business fields of repair and spare parts, the reconditioned equipment Research and development business (for example, the European used equipment center in Gotha) and rental in Central Europe. Flanking the rise in new machine sales, the services segment is growing steadily. Cross-factory innovation team formed Numerous innovations premiered at bauma 2013 Kramer makes a return to agriculture Wacker Neuson is also strengthening its international spare parts business as part of its strategy to expand into new international markets and ensure a seamless supply of spare parts the world over. Our research and development (R&D) activities are geared towards the needs of the market and our customers, also In 2013, Wacker Neuson increased its revenue before discounts taking regional dynamics into account. in the services segment by 3.9 percent to EUR 248.5 million (previous year: EUR 239.2 million). At 21.1 percent, this segment’s Formation of a cross-factory innovation team share of total revenue remained more or less stable compared The Group’s R&D departments are responsible for the with the prior-year figure (previous year: 21.6 percent). development of new products and the ongoing evolution of existing models. We develop products at the following locations: Services resonate strongly among customers light equipment products are developed in Munich (Germany), Our customer-centric strategy in the traditional repair and Menomonee Falls (USA), Norton Shores (USA) and Manila spare parts business again yielded results in 2013. In countries (Philippines); compact equipment is developed at our sites in with direct sales channels, we implemented measures aimed Flechtdorf, Pfullendorf, Korbach (Germany) and in Hörsching at reducing lead times for repairs, improved our equipment (near Linz, Austria). Research and development activities are pickup and delivery service from and to construction sites and coordinated centrally to ensure that synergies are used efficiently. intensified training for our service staff. With this in mind, the cross-factory “Corporate Technology Standardization & Design” innovation team was set up in 2013. The team is also responsible for product design worldwide. Other factors that impacted on results 63 Research and development 1 R&D costs (€ m) R&D share (%) Capitalized expenses (€ m) 2013 2012 2011 2010 2009 25.7 26.8 21.9 22.3 20.5 2.2 2.5 2.2 2.9 3.4 10.0 7.4 9.1 3.0 3.3 R&D share (incl. capitalized expenses) (%) 3.1 3.1 3.1 3.3 4.0 Share of employees working in R&D (%) >8 >8 >8 >8 >7 Previous years adapted to current booking basis. Research and development activities secure leading position New products and innovations in 2013 Many of its product innovations position Wacker Neuson as a Wacker Neuson. We develop various basic models for the global global technology leader. In 2013, our development was aimed in market that can then be adapted to meet country-specific particular at extending our pioneering position in product safety, requirements thanks to numerous options and model variants. 2013 was again a year of new product developments across operator safety and environmental protection. Light equipment should be easy to operate and present no risk or hazard to the New peak performance from light equipment operator. Ideally it should have a reduced level of hand-arm During the course of the year, Wacker Neuson launched a host vibrations – the vibrations which the operator can actually feel. of new light equipment products that deliver greater productivity Looking beyond functional design, development work also and safety to end customers. The EH 100 electric breaker focuses heavily on ergonomics. Research, development and delivers 100 joules of single-stroke impact – a huge amount of innovation are playing an increasingly central role, for example, power for an electric breaker weighing just 32 kilograms. This in ensuring compliance with climate protection targets. Our powerful piece of equipment features full-hood spring mounting, activities here have a particularly high priority as we intend to which enables operators to work with utmost precision, maintain our high standards in the delivery of environmentally accurately positioning the breaker while keeping a close eye on sound, safe products as we move forward. That is why, in the drill bit. The breaker is also extremely efficient and generates addition to developing new products, we will continue to hand-arm vibrations of just 5.8 meters per second. focus our R&D efforts on compliance with, and even exceeding, stricter environmental regulations governing combustion engine Another Wacker Neuson innovation, the Compatec compaction emissions. For further information on new exhaust emissions display system, was developed specifically for the DPU 6555 regulations, please refer to the “General legal framework” section. vibratory plate. The display system tells operators when a p. 39 surface is sufficiently compacted, thus preventing them from carrying out unnecessary work or over-compacting surfaces. Staff profile In response to positive market feedback, this option will be Over eight percent of Wacker Neuson’s 4,100-plus employees gradually implemented on additional plates. around the globe work in research and development. The R&D payroll mainly consists of mechanical and electronic engineers, Wacker Neuson also optimized the performance and size of technical engineers, technical drawers and other skilled workers. its AR 36 external vibrator for exposed concrete surfaces. The We provide ongoing training for these employees to ensure that resulting AR 26 external vibrator delivers the same performance they have the right qualifications for their demanding jobs. as its predecessor but is around two kilograms lighter. Combined Management Report 1 64 Wacker Neuson SE | Annual Report 2013 highly effectively. It also features a robust stand. The LTN 6LV Kramer expands product portfolio to include agriculture light tower features a telescopic mast that can be electrically To complement the established Weidemann brand and its extended and retracted, allowing it to be put into action or articulated wheel loaders (Hoftracs®) and telescopic loaders packed away for transport in no time at all. for the agricultural industry, Kramer launched all-wheel drive The LBS 80M light balloon is easy to use and diffuses light wheel loaders and compact telescopic handlers for this growing Mindful of the specific requirements of its customers, Wacker market in 2013. This move sees Kramer return to its roots: in Neuson developed the HSH 650 hydronic heater as a lower- 1925, the company started life as a manufacturer of motorized weight version of the HSH 700 as well as an additional version mowers in the southern German town of Gutmadingen. of the HSH 350 model. Like the two larger models, it comes with Later, Kramer became a leading tractor manufacturer before its own generator. establishing a construction equipment division in the 1970s. The company stopped production of agricultural equipment in Launch of innovative compact equipment the mid-1980s, only to make a return to the sector in 2013 with Wacker Neuson unveiled an alternative drive concept for a range of five wheel loader models, two tele wheel loaders compact equipment at bauma 2013 in Munich. The 803 mini and two compact telescopic handler models. Since 2013, the excavator with dual power is the smallest in the Group’s machines have been distributed in the traditional Kramer green portfolio. An external, plug & play electrohydraulic drive can be for the agricultural sector via a dedicated sales network and are connected to the excavator and used as an alternative power available with a range of agricultural attachments. source to the diesel engine. This cost-effective option turns the 803 into a zero-emissions powerhouse on any construction site, Awards underscore innovation leadership also delivering enough cooling power for it to be operated in The Wacker Neuson ET20 compact excavator and the Kramer temperatures of up to 45°C. The 803 is the first excavator in this Allrad 650 wheel loader were singled out for both the iF Product weight class with this capability. Design Award 2013 in the special vehicles category and a Universal Design Award 2013. The DT12 track dumper received Wacker Neuson’s EZ17 excavator is the company’s newest and a Universal Design Award 2013. smallest zero-tail model. It combines maximum maneuverability, digging power and ergonomics with Wacker Neuson’s proven Half of product portfolio less than five years old design expertise. Wacker Neuson also launched the compact Wacker Neuson regards R&D as a crucial growth driver and WL 20 wheel loader. This new and smallest addition brings the core element of the Group’s overall success. During the period Group’s wheel loader range with a bucket capacity between under review, around 50 percent of revenue was generated by 0.3 and 1 m3 to nine models. products that were launched within the last five years. Wacker Neuson has opened up new market segments with the Over the last fiscal year, we filed a total of 24 new patents and launch of its TH412 and TH625 telescopic handlers: the TH412 utility models around the world (previous year: 34). 22 patents mini telescopic handler offers an impressive combination of and utility models were granted (previous year: 37). In total, compact footprint and powerful performance. The TH625 is a Wacker Neuson owns over 430 patents and utility models compact telescopic handler and a powerhouse in the popular worldwide. At EUR 25.7 million, our research and development 2x2 meter class (< 2 m wide and < 2 m high). costs for 2013 were slightly lower than the prior-year figure of EUR 26.8 million. During the period under review, we also Skid steer loaders are used in the US construction industry capitalized costs in the total amount of EUR 10.0 million primarily for transporting material. At a dealer event in the US (previous year: EUR 7.4 million). The relative R&D ratio (R&D in October, Wacker Neuson presented the new powerful skid share of total revenue including capitalized expenditure) came to steer loaders for the North American market. The first models 3.1 percent (previous year: 3.1 percent). were well received by US dealers. The Group unveiled the new products at CONEXPO in Las Vegas in March 2014. Other factors that impacted on results We only procure third-party services for R&D projects in Flexible production exceptional cases. However, we do work closely with national The upswing in demand improved capacity utilization at our and international universities and renowned research institutes. production facilities in 2013. During the course of the year, we This gives us access to the latest scientific insights in our areas aligned manpower capacity with the rising order intake. We also of research. utilized existing flexitime options. Our forward-looking increase 65 in capacity puts us in a prime position to capitalize on further growth opportunities in coming years. Production and logistics Outstanding production recognized Innovative work models for greater flexibility Ongoing process streamlining Capacity adjusted in line with growth In 2013, Austrian publication “Industriemagazin”, in cooperation with Fraunhofer Austria Research GmbH, evaluated the production efficiency of industrial companies in Austria for the fourth time. In a complex, multi-step process, the best companies were assessed and rated based on their value-add The Group currently has eight production facilities across the chain, production principles, inventory management, logistics globe. We manufacture light equipment at Reichertshofen operations, and customer and supplier relationship management (Germany), Menomonee Falls and Norton Shores (both US) practices. The best companies were honored with the “Fabrik and Manila (Philippines). Cross-deliveries between the regional 2013” award. logistics centers provide a certain degree of natural currency hedging. As an Austrian site with outstanding production standards, Wacker Neuson Linz GmbH in Hörsching was awarded second We manufacture compact equipment at our factories in place in its category. The jury was especially impressed with Pfullendorf and Korbach (both in Germany) and at the new the efficient manufacturing strategy and the commitment to facility in Hörsching (Austria), which started production in 2012. continuous improvement through lean management. Our plant in Kragujevac (Serbia) supplies our compact equipment production sites with premanufactured steel components. This Continuous improvements to production and logistics processes optimizes production processes and enables us to channel our We have also implemented a variety of measures to streamline own in-depth expertise in steelwork into innovations at an early production processes and make them more customer-centric. In stage of development processes. addition to investing in a powerful machine pool, we reorganized production structures (lean management), material flows and New concepts for reducing delivery times intralogistics across the Group. In 2013, we optimized production processes at all of our production facilities. Similar to the automotive industry, we Smooth logistics rely on premanufactured parts that involve their own complex Compact equipment is delivered straight from the respective supply chains before they get to us. This especially applies to production sites. For light equipment, spare parts and the manufacture of compact equipment. We made concerted attachment deliveries, however, the Wacker Neuson Group efforts here to increase inventory required for manufacturing our uses a number of logistics centers located in Karlsfeld products in order to cut production times. To further improve our (Germany), Germantown (Milwaukee, US) and Hong Kong ability to deliver in future, we jointly developed forward-looking (China). In 2013, our logistics strategy focused on further solutions with our key business partners and suppliers. improving parts and product availability. The delivery timeframe for almost all of our product groups in our light equipment offering – which is less dependent on supplier markets thanks to a high degree of vertical integration – remained between 24 and 48 hours in 2013. Combined Management Report 66 Wacker Neuson SE | Annual Report 2013 Sustainability and quality an organizational level, this new role comes under investor relations/communications with the creation of a separate Professional sustainability management at the Wacker Neuson Group corporate social responsibility function. One of the first steps taken on the path to an in-house Wacker Neuson value wheel Quality management system implemented, plans for Group-internal dialog process. This process included the energy and environmental management systems entire Group Executive Board, the managing directors of sustainability management system was to set up a far-reaching ECO seal / further eco-friendly product innovations unveiled at bauma Internal stakeholders of the Wacker Neuson Group Professional sustainability management at the Wacker Neuson Group R&D As a global player, Wacker Neuson takes its responsibility to Procurement Quality society and the environment very seriously. With over 4,100 employees, more than 5,200 dealers and 8 production sites on Investor relations Marketing Logistics three continents, the Group’s business activities have an impact around the world. Given this global reach, we are determined to actively step up to and shape our responsibilities. Plants/ technical staff Sales CSR Internal auditing In the second half of 2013, the Wacker Neuson Group began implementing a professional and Group-wide sustainability management system. This is not a question of starting from scratch, but rather bundling and developing the many ongoing Accounting/ controlling HR/ occupational safety Compliance Legal Data security/IT sustainability strategies in place throughout the Group. On Wacker Neuson value wheel “What we want to achieve” Wacker Neuson’s corporate history stretches back over 160 years. We can trace our roots to the mid-19th century, where our story began with a blacksmith’s shop. The customer is at the heart of the Wacker Neuson value wheel. Innovation and quality are an integral Innovation Quality part of our corporate identity. Our customers experience these values directly through our products and services. Looking within company Customer walls, performance and character are defining values for both our employees and our organization as a whole. These values help make Character Performance up the DNA of our employees and management teams. They steer our success and shape the way we do business both within and beyond the company. “How we will achieve it” Other factors that impacted on results the production sites in Germany and Austria, the heads of Basic framework of continuous improvement processes (CIP) production, the quality management and occupational safety and management systems 67 officers and the facility managers/technicians. The members of the Executive Board responsible for procurement, compliance, HR and investor relations/communications also took part in Management responsibility Defining the corporate strategy Appointment of officers Preliminary assessment of status quo this dialog. As a transparent and stakeholder-focused company, we intend to start publishing a Group-wide sustainability report from 2015. PLAN Execution Intra-Group communication Provision of required resources DO An important step in this direction is the sustainability brochure accompanying this Annual Report. The brochure contains in the areas of management/strategy, HR, environment/product ACT CHECK stewardship and corporate social responsibility. Wacker Neuson value wheel The Wacker Neuson value wheel comprises our four core values of quality, innovation, performance and character. These values Review Analysis Corrective measures Management review Assessment Defining new targets Preventive measures Internal audits put the customer at the heart of everything we do. They serve as a guideline for our everyday working lives and continually remind us of our goal to be the partner of choice for our customers the world over. Everything we do and every decision we make builds on our values. To reward the achievements of professional management systems. This is not entirely new to individual employees and teams who particularly embody our us, either. As a manufacturer of light and compact equipment, corporate values, we introduced the annual Wacker Neuson we are subject to a wide range of national and international Award in 2013. regulations aimed at protecting users and the environment. We therefore comply with water and soil regulations just as Quality management system implemented; plans for energy and environmental management systems meticulously as we comply with emissions regulations. The Wacker Neuson Group has successfully introduced We regularly arrange audits to identify areas within our Group quality management systems certified to ISO 9001 at its offering scope for energy efficiency gains. This includes plants. Long service life and high reliability, ease of operation improving energy management features on our light and and repair, low operating costs and compliance with the compact equipment – which means users release less carbon highest safety standards are key benchmarks of our product dioxide (CO2). We are also committed to managing energy quality. To ensure we always meet our own high standards, more efficiently in our own buildings and fleet in order to our commitment to quality is hardwired throughout the entire permanently reduce CO2 emissions. In the coming years, we organization and we are continuously on the lookout for areas will be raising our game here by improving compact equipment offering scope for improvement. In 2013, we further optimized environmental performance as we implement new exhaust our Group-wide quality management system. This covers emissions regulations. our Group headquarters in Munich, the production plants in Reichertshofen, Pfullendorf, Korbach (all Germany), Hörsching The new plants we constructed in the past six years in Korbach, (Austria), Norton Shores and Menomonee Falls (both US), as Pfullendorf (both Germany), Manila (Philippines), Norton Shores well as our logistics center in Karlsfeld (Germany) and all sales (US) and Hörsching (Austria) have all been designed with regions in Germany. optimized building management systems. Pfullendorf takes the lead here, with highlights including solar panels to heat Building on the experience gained from our existing quality running water, wastewater treatment, rainwater recycling, heat management system and quality certification, in the future we recovery and structural HVAC. Furthermore, an intelligent light intend to steer more effectively key areas such as environmental management system automatically adapts indoor hall lighting. protection and energy across the Group by means of The new plant in Hörsching was also built in line with the latest Combined Management Report examples of the sustainability measures we have put in place 68 Wacker Neuson SE | Annual Report 2013 architectural developments and features high-quality energy- Wacker Neuson has added the ECO seal to some of its existing saving insulation technology, biological water treatment, solar products as well as a number of low-emission, value-for-money energy to heat running water and heat recovery. innovations unveiled at bauma. Alternative engine concepts were a highlight of the bauma stand. Our employees across the globe are trained to handle waste carefully and are highly sensitive to the importance of recycling. Regulations on this key area are embedded in Group guidelines and the quality management handbook and are therefore part of our regular training sessions. Recycling and reuse have priority over disposal at all times. We ECOlogy + ECOnomy = use Europe-wide standardized waste codes to categorize waste. Paint, grinding and oil sludge are collected separately from production processes to be filtered and reused, where possible, or appropriately disposed of. We document the disposal of waste. Energy efficiency, environmental protection and forward thinking The information on waste treatment can then be processed and are the key pillars of Wacker Neuson’s development work. evaluated efficiently. In this way, we are raising sustainability Indeed, some of our tried-and-true products prove that Wacker levels across the entire company. Neuson has always been inspired by these aims. In the next few years, we plan to gradually introduce an For instance, the WM 80 engine, developed in house, falls well energy management system certified to ISO 50001 at our within all current and upcoming emission limits. Our two-cycle production sites in Germany and Austria in combination with rammers and gasoline breakers are equipped with the WM 80 an environment management system certified to ISO 14001. engine, which stands out for its low fuel consumption, excellent An external auditor will be appointed for these tasks. This starting performance, durable, high-quality components and step flanks the lean management processes we have been ease of deployment. The two-cycle rammer from Wacker Neuson introducing since 2013, and will enable us not only to save has the lowest emissions of any gasoline rammer on the market. energy in our production processes, but also measure and Hydrocarbon emissions are rated at a comparatively low 25 g/kWh control all of our production activities in greater detail. In the per machine, with CO2 output rated at approx. 70 g/kWh. This medium to long term, our customers, the environment and the gives customers the peace of mind of investing in cutting-edge Wacker Neuson Group itself will benefit from the effects of more equipment that also protects the operator from the danger efficient energy use, closer monitoring of the (raw) material flows of emissions. through our facilities and an optimized recycling strategy. Other highlights with the ECO factor launched in 2013 were the ECO seal / further eco-friendly product innovations unveiled at bauma EH 75 and EH 100 electric breakers. The EH 100 in particular As a company, we are responsible for protecting our means that it is capable of emitting up to 1.2 tons less CO2 environment and conserving resources. Meanwhile, more and over its lifetime, equating to a saving of up to EUR 5,500 in more customers are paying attention to the cost-effectiveness fuel costs. Operators will find this versatile breaker easy to and eco-friendliness of the products they use – not least to use because of its light weight and lack of air hoses. Another improve their own environmental footprint. By introducing Wacker Neuson ECO innovation is the world’s most powerful the ECO seal, the Wacker Neuson Group wants to highlight vibratory plate – the DPU 130. Delivering the same power as a products and solutions that create added value for customers 7t roller, not only does it outperform the roller in terms of fuel and that prove that environmental protection and cost consumption, it is also much easier to transport, weighing in efficiency can go hand in hand. at only 1.2 tons. The Vertical Digging System (VDS) featured boasts some impressive features. The machine’s fuel efficiency in Wacker Neuson’s compact excavators has also proven worthy of the ECO seal. The VDS can compensate for slopes and gradients of up to 27 percent, resulting in a potential productivity gain of 25 percent in time and materials. Other factors that impacted on results Procurement 69 We are increasingly looking to international markets for the procurement of steel components and other parts. One region New procurement organization leads to greater synergies Improved supplier management and qualification Absorbing price fluctuations where we will step up our activities in this regard is Asia, where we have already established procurement offices. The local procurement departments of our plants will be structured into commodity groups and will be responsible for cross-location and international procurement. Global networking across procurement and the supply chain Indirect purchasing will be coordinated centrally as far as Wacker Neuson is active in all parts of the world. In line with our possible. and manufactured in the regions in which they are primarily We expect these Group-wide procurement changes to deliver marketed to best meet the requirements of our customers. significant cost savings in the coming years. The first projects that have so far been partly implemented are already showing Globalization is still the predominant trend in procurement. potential. This is closely linked to the huge improvement in quality of premanufactured parts sourced from countries beyond Central Sustainable supplier management Europe and North America. Choosing the right procurement We have optimized production processes in recent years by markets is thus becoming an increasingly important success maintaining close ties with our key suppliers and incorporating factor in securing Wacker Neuson’s competitive position. As them into our production planning processes at an early stage. such, global procurement is positioned as the integration hub We also managed to avoid supply bottlenecks over the year for all value creation activities. under review. While developing our global supply chains, however, we identified potential areas for improvement. We plan Under the cost of sales, the cost of materials and third-party to close these gaps through qualification and by selectively services constitute the largest cost factors for the Group. To expanding our supplier audits. A special supplier qualification manufacture its products, Wacker Neuson requires various unit has been set up with this in mind. In the future, dedicated components and raw materials – particularly steel, aluminum employees will accompany and develop our suppliers along and copper. We also require structural steel components and the entire pathway from initial nomination through to series precast parts as well as engines and hydraulic and chassis production. Our focus here will very much be on prevention, components. ensuring that supplier mistakes do not occur in the first place. For future projects, therefore, we will only consider suppliers Reorganization of global procurement structure who meet our quality, time and cost requirements. In addition, For some time now, we have been operating a lead buyer we will focus increasingly on the sustainability performance of concept at our compact equipment production locations in our supply chain. Hörsching (Austria), Pfullendorf and Korbach (both Germany). in this way has enabled us to negotiate more attractive Reacting to price fluctuations in procurement markets purchasing terms in recent years by submitting joint tenders Certain raw materials like steel went down in price in 2013. and coordinating supplier selection. Other components like the new generation of diesel engines for Consolidating the procurement of identical or similar parts regulated markets have on the other hand become markedly To leverage further synergies in procurement and involve more expensive. Our long-term contracts enabled us to absorb all our sites around the world, a new central function for almost all price increases or pass them on to the market in the procurement & quality was created in 2013. Procurement and form of a two to three percent price increase. quality organization tasks and processes will henceforth be managed in a uniform manner. The main tasks assigned to this new central role include selective supplier management, the consolidation of purchasing volumes and a greater focus on internationalization. Combined Management Report corporate strategy, products are increasingly being developed 70 Wacker Neuson SE | Annual Report 2013 Human resources Employees by sector as a % Selective new hires to meet rising demand Emphasis on training for young people Global HR strategy in place Production 38.0 Sales and service 42.4 Administration 11.3 Other 8.3 Wacker Neuson Group employees play a key role in the company’s successful growth and performance. Identifying and promoting our employees’ skills and expertise is therefore a Age structure1 cornerstone of our HR strategy. Fairness, respect and trust are number of employees as a % the core principles that define how we cooperate and interact with each other across the Group. 5.1 21– 30 22.8 31– 40 25.1 41– 50 24.5 51– 60 18.3 above 60 4.2 Positive business development fuels increase in manpower capacity We increased headcount in 2013 as a result of the company’s 15 – 20 strong performance. Selective new hires were reported in all regions. The number employed in manufacturing across the 1 Based on 79 percent of all employees. Group fell slightly. At December 31, 2013, the Group employed a total of 4,157 HR marketing and talent development intensified employees (previous year: 4,096). These figures are calculated Qualified professional training gives young people a good and by converting the number of people working for the Group into motivating start to their working lives. In 2013, we provided full-time equivalents. They do not include temporary staff. training for 173 young people in industrial, technical or business posts at our production sites and German sales and service Within the Wacker Neuson Group, 3,215 (77.3 percent) of all stations (previous year: 159). We also provided opportunities employees were based in Europe at the balance sheet date within the framework of practical training programs flanked (previous year: 3,187). 696 were employed in the Americas by studies at technical or vocational colleges. Our training region (previous year: 665), with 246 in the Asia-Pacific philosophy centers on providing experience in a wide range region (previous year: 244). Personnel costs amounted to of disciplines, assigning individual areas of responsibility and EUR 250.7 million (previous year: EUR 238.9 million). ensuring intensive, one-to-one trainee support via contact partners in all areas. The student training quota for Wacker Neuson Group production sites over the last fiscal year was Headcount by region1 5.1 percent (previous year: 4.7 percent). In 2013, 37 trainees as a % (previous year) completed their training (previous year: 30), with 32 of these offered positions in the Group (previous year: 28). This 77.3 Europe (77.8) 16.7 Americas (16.2) 5.9 Asia-Pacific (6.0) corresponds to a take-up rate of 86.5 percent (previous year: 93.3 percent). We were able to attract qualified graduates to our company by attending renowned career fairs. In order to bring this talent to the Group, we will continue to attend these recruitment fairs but will also focus more on recruiting networks and social media. 1 Differences attributable to rounding. Other factors that impacted on results 71 Number of employees (Group)1 as of December 31 2 2012 2011 2010 2009 2008 2007 4,0962 3,514 3,142 3,059 3,665 3,659 Number of full-time jobs (FTE). Newly consolidated employees as of December 31, 2012: 245 We also gave young people interesting insights into Wacker WKO recognized apprenticeship providers for their measures and Neuson by increasing the number of internships and student efforts to support trainees. As well as innovation, sustainability trainee positions across the entire Group. Furthermore, we and commitment, the jury evaluated training plans, contact with again assigned challenging thesis topics in 2013 to support vocational schools, teachers and parents and the quality of final qualified graduates. examinations. Training and voluntary benefits “Karrieretag Familienunternehmen” careers day The Wacker Neuson Group has always placed great importance The “Karrieretag Familienunternehmen” initiative for family- on ongoing employee development and continues to do so. In run businesses was set up in 2006 by the Entrepreneurs Club, 2013, our internal training and development measures focused a number of leading German family-run businesses and the on IT systems, sales and soft skills (mainly leadership skills Foundation for Family Business. Its aim is to promote careers but also project management and sales techniques). Various in family-run businesses and to enable young specialists training sessions and courses were held at the Wacker Neuson and managers to meet the owners and decision-makers of Academy in Reichertshofen during the last fiscal year. Numerous leading family-run businesses in Germany. In 2013, Wacker employees from our own company and from our customer’s Neuson hosted the 12th careers day. Out of 2,500 applicants, businesses availed of our program. In 2014, we will also be 600 were chosen to attend and they made the most of the placing greater focus on training managers and young talent. opportunity to impress the 30 exhibitors from around the country. Total staff development expenditure at our production sites (around 79 percent of all employees) came to around Human resources fi gures1 EUR 1.2 million in 2013 (previous year: EUR 770,000). Dec. 31, 2013 Dec. 31, 2012 Part-time employees as a % 3.1 2.9 Number of trainees 173 159 company pension plan, healthcare schemes and a bonus plan Quota of trainees as a % 5.1 4.7 for employees who work at the company for a certain number Expenses for personnel of years. development in € K approx. 1,200 approx. 770 We again offered our employees in Germany numerous voluntary benefits in 2013, including our employer-funded Average age in years 39.2 39.4 2,837 (83.4) 2,816 (83.9) Recognition for apprentice training Number of men (proportion as a %) Wacker Neuson places great importance on training for young Number of women people. In 2013, the Chamber of Commerce of Upper Austria (proportion as a %) 565 (16.6) 540 (16.1) (WKO) presented our Austrian affiliate, Wacker Neuson Linz Number of years with the company 9.9 9.7 GmbH, with the INEO Award for exemplary apprentice training Fluctuation as a % 9.9 10.0 along with a special award for encouraging girls to take up Sickness rate as a % 3.5 3.0 technical apprenticeships. This first-time award presented by 1 Based on 79 percent of all employees (2012: 79 percent). Combined Management Report 1 2013 4,157 72 Wacker Neuson SE | Annual Report 2013 Wacker Neuson was able to showcase itself as an open and Creating and strengthening our management culture and the innovative company, forge contacts with other businesses and long-term development of our management staff has been and conduct several interesting interviews with potential applicants. will continue to be a key priority. We laid a solid foundation for The event was a great success and positive feedback was this in 2013 by drafting the new Wacker Neuson management received from companies, visitors and applicants alike. guidelines in consultation with our international management team and through the PerspActive management course. Corporate HR as a strong strategic partner Wacker Neuson’s corporate HR department has been re- Long-term measures planned for 2014 organized for better management of strategic topics like top In 2014, we are planning to introduce a modular management talent management and global staff development. Under this training program for our global managers at various locations. realignment, HR management will be more international in scope and more in tune with the needs of internal customers Our PerspActive training course and Wacker Neuson based on globally harmonized processes. Building on SAP ERP International Circle management program, which will be Human Capital Management (HCM), a global HR information starting in the second half of 2014, will focus on developing the system using will be developed and expanded in parallel. professional and personal skills of our top talent, thus making a Complementing standardized indicators, this system will form lasting contribution to our management culture. Standardizing the basis for qualified HR planning. levels of remuneration for our global management will remain a key element of our HR strategy. This will, with due consideration HR marketing will focus increasingly on identifying target groups of the component to incentivize profitable growth, be adapted to of interest to Wacker Neuson in order to position the Group more prevailing conditions. prominently as an attractive employer across various media, in particular on the Internet and online job sites. For instance, In order to create further pay-related incentives for our we will be stepping up our presence at recruitment fairs and on employees, we will be revising the existing variable remuneration social networks like Facebook and XING. This is where we will models in both sales and manufacturing. Our aim is to reward reach the young talent and managers of tomorrow, so we want individual performance so that we can increasingly use the to directly show them what we have to offer. variable component of remuneration as an incentive in addition to our existing employer benefits. By introducing a standardized annual employee dialog process, which took place in early 2014 at our Pfullendorf site, we are creating new guidelines for communication and leadership at Wacker Neuson. This will lay the foundation for a regular, structured exchange of views and promote systematic HR development within the Group. In addition to the offerings of the Wacker Neuson Academy, we complemented our ongoing training measures in 2013 by providing a comprehensive program of open courses in collaboration with our training partner Integrata. Other factors that impacted on results Sales, customers and marketing 73 Expansion of global sales network Our corporate culture enables us to create a decentralized Successful marketing of compact equipment via existing sales network organization that reacts with greater speed and less bureaucracy to customer needs. We align our sales structures with local market dynamics and use different channels to Strong resonance at industry trade fairs Sales structures adapted to country-specific customers. In most markets, the Group works with independent market structures dealers, and in some cases local sales affiliates support and distribute our products, including a direct channel to end in some countries like the US and China, Wacker Neuson Neuson in 2007 has been the ability to market the entire product distributes its products via sales partners who offer multiple portfolio through existing distribution channels. In 2013, this brand models of single products. resulted in a significant rise in demand for compact equipment. Diverse customer base Strong resonance at industry trade fairs Diversification is becoming an increasingly important part of In 2013, Munich again hosted bauma – the leading trade fair sales with a view to spreading economic risks and achieving for the construction industry and the most important fair in the further growth. Our customer base in 2013 again included world for the Wacker Neuson Group. We used the event to construction companies (public and private enterprises), unveil new products and solutions to an international audience gardening and landscaping firms, municipal bodies, companies 2 across 6,000 m of exhibition space. The product demos on the from the industrial and agricultural sectors and rental firms. Wacker Neuson stand also received widespread attention. With We generated around 13 percent of worldwide revenue during around 530,000 visitors from over 200 countries, bauma 2013 the past fiscal year with our ten largest accounts (previous set a new attendance record. year: 13 percent). This does not include sales made within the framework of our strategic partnerships. We are not dependent 2013 also saw the first staging of bauma Africa in Johannesburg, on individual customers to any significant degree. South Africa. The fair was Africa’s largest event of its kind for the construction sector, and interest in our products was very high. Individualized solutions and customer-centric strategy Wacker Neuson used the BICES fair in Beijing to present a During the period under review, our sales and service teams product line conceived specifically for the Chinese market. focused on customer acquisition, promotional measures and The presentation of the 50Z3 excavator marked a further step in attractive financing models via external service providers. We the introduction of compact equipment to the Chinese market. also offered our customers individualized sales and service solutions tailored to their needs and held various specialist Wacker Neuson was also present at two fairs in the growth seminars around the world. These were targeted at the market of India – bc India and Excon. As well as these company’s own sales and service teams as well as at dealers, international trade fairs, the Group also attended various customers and employees looking for information on how to regional and local exhibitions such as World of Concrete in put our products and services to the best possible use and Las Vegas (US), Baumag (Switzerland), Ecomondo (Italy) and maximize process efficiencies for customers. We also held a CTT (Russia), to name but a few examples. Live demos of number of training courses around the world as part of our sales our light and compact equipment was the highlight of our support concept for compact equipment. engagement at Plantworx in the UK, Demopark in Eisenach and Tiefbau Live in Baden-Baden (both Germany). Combined Management Report advise major customers and dealers in these countries. Finally, One of the biggest synergies from the merger of Wacker and 74 Wacker Neuson SE | Annual Report 2013 IX. Risk report management goals and methods in the Management Report. Furthermore, the key steps involved in the internal control system and the risk management system in relation to the As Wacker Neuson SE is largely affiliated with the companies (consolidated) accounting process must be described in detail of the Wacker Neuson Group through its direct and indirect pursuant to Section 315 (2) No. 5 and Section 289 (5) HGB. shareholdings in Wacker Neuson Group members, the risk Since the internal control system is an integral part of the situation facing Wacker Neuson SE is mainly determined by the overall risk management system, the Executive Board has risk situation facing the Wacker Neuson Group. The statements decided to present both together. These disclosures are also on the overall risk situation for the Group made by the Executive explained in more detail – including in relation to the accounting Board therefore also summarize the risk situation facing Wacker process – as a precautionary measure pursuant to Section Neuson SE. 175 (2) of the German Stock Corporation Act (AktG) in the version outlining modernization of German accounting rules Presentation of the internal control and risk management system including information in accordance with Section 315 (2) No. 5 and Section 289 (5) of the German Commercial Code (HGB) plus an explanatory report from the Executive Board (Bilanzrechtsmodernisierungsgesetz). Risk reporting requires that the company outline its risk communicates risks and enables the Group to implement Risk management system The Group-wide risk management system serves as an earlywarning safety net that identifies, assesses and appropriately Risk management at the Wacker Neuson Group Wacker Neuson SE Executive Board reports to Responsible for risk policy and early risk warning system Supervisory Board/ Audit Committee Ensures that the early risk warning system is implemented Auditor Examines the early risk warning system1 reports to Risk management team in corporate controlling control Group-wide regulations, uniform approach Internal auditing Ensures the proper performance and security of the processes aggregate report to Risk owners (affiliates, Group divisions) Operative risk management evaluate 1 identify According to Section 317 (4) HGB: In a listed stock corporation, the audit should evaluate whether the Executive Board has met the obligations set down in Section 91 (2) of the AktG to a suitable degree, and whether the resulting monitoring system is capable of fulfilling its role. Compliance Managing compliance risks by preventing, identifying and responding to risk situations Risk report The Group’s comprehensive risk management system includes for the reliable identification, evaluation and monitoring of all systematic financial risk management. We have defined Group risks that may prevent this goal from being achieved. In fiscal guidelines and policies for certain activities such as dealing 2013, the Wacker Neuson Group continued to implement its with foreign currency risks, interest rate risks and credit risks, risk management system as a key steering tool for business the use of derivative and other financial instruments and the decisions and processes. This system covers planning for each use of liquidity surpluses. We then assess the risks using of the core business segments and comprehensive Group both quantitative and qualitative methods that are uniform reports on all affiliates (which are regularly analyzed, discussed, throughout the Group, allowing comparison across the various evaluated and submitted to all decision-makers). The risk business segments. Please refer to item 30 in the Notes to the management system also covers process definitions for all Consolidated Financial Statements for further information on the business segments and Group auditing. risk management system. The risk management handbook outlines the Group’s risk The risks are evaluated according to probability of occurrence policy in terms of defining, assessing and quantifying potential and potential damages. p. 142 risks, and the nature and procedures of the risk management system. It also assigns roles and responsibilities for identifying, Risk probability analyzing, monitoring and communicating risks. This allows us to derive suitable measures to actively counteract known risks. Category Every risk management system has certain limitations, however. Low Risk probability as a % The Group makes every effort to rule out incorrectly applied Medium control mechanisms or similar irregularities. Nevertheless, the High 20 to 50 control processes deployed in our company and described Very high 50 to 99 0 to 5 5 to 20 in detail in this report do not provide an absolute guarantee or warranty that all risks are always correctly identified and Key features of our internal control and risk management systems in relation to accounting plus related disclosures recorded in full and in good time. Risk categorization Risk class To be monitored Major 1 Risk exposure1 According to the law outlining modernization of German € 50,000 to 125,000 accounting rules, the internal control system covers the € 125,000 and above Risk exposure = (probability in percent) x impact. basic principles, processes and measures required to ensure effective, efficient, due and proper performance of accounting processes in compliance with the relevant legal guidelines. This also includes the internal auditing system, to the extent that it Our risk reporting system lists and describes each individual relates to accounting. As part of the risk management system, risk identified in our business segments. We examine the the internal control system – similar to the auditing system – situation every quarter and add newly identified risks if draws on appropriate control and monitoring processes for necessary. To this end, the corporate controlling department accounting. This refers in particular to items on the balance of Wacker Neuson SE consults the departments at Group sheet recognizing the company’s risk hedging positions headquarters and at the affiliates. Following completeness and (hedging relationships). plausibility checks, the data gathered is aggregated and made available to management, for example the Executive Board. Combined Management Report corresponding counteractive measures in good time. This calls 75 76 Wacker Neuson SE | Annual Report 2013 The Wacker Neuson Group’s internal control and risk management systems in relation to accounting can be described as follows: Accounting processes are also regularly checked by internal auditing. Various internal bodies, such as the auditing department The entities responsible for accounting are clearly defined or the Audit Committee of the Supervisory Board, regularly at company and Group level. Responsibility has been review and rate the effectiveness of the internal control vested in the corporate accounting, corporate controlling, and risk management systems in relation to accounting auditing and treasury departments. Ultimate responsibility processes. lies with the Executive Board. Within accounting, we clearly differentiate between booking and auditing financial data. The aim of our internal control and risk management systems Employees involved in accounting are qualified to the in relation to accounting is to ensure that all company dealings highest standards. and circumstances are disclosed, calculated and categorized We have suitable systems and processes in place for correctly on the balance sheet, and correctly represented in the planning, reporting, controlling and risk management, accounting system. This enables the Group to avoid errors or at and implement these across the Group. Reports due least identify them in good time. on a quarterly or monthly basis, financial accounting reports included, enable the Group to respond quickly to Efficient control processes are built on a framework comprising unexpected negative developments. suitably qualified employees, appropriate tools and software, a Procedural guidelines, such as the Group-wide accounting clearly defined management, control and monitoring structure manual and the corporate treasury manual as well as other plus internal regulations and guidelines. Clearly defined areas of regulations such as the rating guide and list of processes responsibility plus a range of controls and checks as described subject to second sign-off, are documented in writing in detail above (in particular second sign-off and regular and accessible at all times to all Group employees. These plausibility checks) ensure that our accounting processes are guidelines guarantee uniform handling of specific scenarios executed correctly and with due care and attention. throughout the entire Group. We update them as required and align them with new circumstances and requirements. This framework ensures that business transactions are captured, Proven standard software supports accounting functions, processed and documented in the accounting systems of the and all systems deployed are secured against unauthorized company and Group in compliance with commercial law and access from third parties. other statutory regulations, international accounting standards, Line managers double-check sample bookings and run the Articles of Incorporation and internal company guidelines, plausibility checks. Similarly, built-in electronic checks and that these figures are rapidly and correctly recognized in the are also actively and regularly verified. Effective controls accounts. Our risk management strategy enables us to identify (including second sign-off and analytical checks) are in risks at an early stage, respond appropriately and communicate place for all accounting-related processes (payment runs, them in a timely manner. At the same time, it ensures that assets for example). and liabilities are correctly evaluated and disclosed in the Annual and Consolidated Financial Statements. This provides our stakeholders with reliable, meaningful and timely information. Risk report Risks 77 in good time. From an organizational perspective, we are also implementing flexible work and production models that enable us As of December 31, 2013, the company identified the following to absorb capacity fluctuations. significant risks to the Wacker Neuson Group that could have a negative impact on business development: The German, US, Canadian and Swiss markets account for a sizeable chunk of Group revenue and earnings. Unfavorable market dynamics in these countries could have Greatest individual risks Change relative to previous year a disproportionately high impact on Group earnings. We Risk class Risk probability Currency devaluation Very high Increased strategies executed through a variety of clearly differentiated equipment High Unchanged Increased competition High Increased Drop in demand for are countering this risk with proactive, flexible go-to-market The Wacker Neuson Group is also affected by seasonal fluctuations. Sales may therefore fluctuate during the year. Environment and industry risks (risks related to the overall economic situation, the industry, locations and countries as well as other sales risks) The international nature of our business means the Group is At 40 percent, environment and industry risks account for the We face tough international competition. In 2013, the largest share of overall risks (previous year: 48 percent). competitive market situation was more intense than during the exposed to a variety of national political and economic risks. previous year. However, we are maintaining our price strategy, The Wacker Neuson Group is dependent on the general which is accepted by our customers. We are countering the economic climate and international construction industry trends. potential risk of losing market share as a result of this pricing The affiliates Weidemann GmbH and Kramer-Werke GmbH and policy by offering our customers attractive financing solutions Wacker Neuson Linz GmbH are dependent on developments in and further strengthening our spare parts and service offerings agriculture and other industries. (total cost of ownership approach). The Group has also identified a risk resulting from variations in customer structure Although forecasts for the construction industry in 2014 and 2015 from one country to another. Within an individual country, are positive, there is still an underlying risk that some markets the loss of a major customer (due to insolvency or market could be affected by a renewed economic downturn. Following consolidation, for instance) could have a serious impact on strong growth in previous years, there is a growing measurable demand for products and services from the affiliate concerned. risk of demand dropping in the construction equipment sector, in We are countering this risk by proactively maintaining strong particular in light of the slowdown in growth in emerging markets. customer relationships and by diversifying our customer base. The debt situation in a number of European countries may lead to the delay or cancelation of government-financed construction and Demand on the international market is becoming increasingly infrastructure projects. A slowdown in the construction industry concentrated due to mergers among our customer base. would depress light and compact equipment sales, and this drop Customer takeovers by financial investors are also possible in demand could squeeze Wacker Neuson Group profitability. We here. This type of development can have a positive or negative are countering these risks by diversifying sales across industries impact on our unit sales and revenue, neither of which can be and regions. The Group’s commitment to increasing its presence accurately predicted at this stage. The Wacker Neuson Group in established markets, expanding into targeted new markets and is countering this risk through transparent yet flexible terms and launching new products should offset any fluctuations in demand conditions geared towards bolstering the overall market position at country level. The Group regularly monitors key leading of its customers. indicators in order to implement appropriate countermeasures Combined Management Report sales channels in these countries. 78 Wacker Neuson SE | Annual Report 2013 Financial risks (risks associated with financial instruments, exchange rate and interest fluctuations, and financing) The Group requires raw materials to manufacture its Financial risks account for 37 percent of overall risk to the Group. components, engines, precast parts as well as hydraulic This is an increase on the previous year’s figure of 22 percent. and chassis components. The Wacker Neuson Group relies products – particularly steel, aluminum, copper and crude oil. To produce machine components, we use structural steel on timely delivery of defect-free, premanufactured parts. As The Group used the successfully concluded hedging demand increases, there is a continued risk of supply or quality transactions in its key currencies. However, these instruments problems developing, which – in turn – could lead to delays in also rely on predictions that may ultimately differ from production and sales losses. The company is countering this actual developments. Our planning processes and hedging risk by preemptively qualifying a range of key indicators for transactions are based on forecasts made by currency experts. its important suppliers, rating the quality, timescale and cost Deviations do occur, however, and so we regularly adapt our of services they provide. These key suppliers are supported plans and instruments to reflect these changes. on site by qualified Wacker Neuson personnel at every step of the business relationship, from initial nomination through The increase in financial risk to the Group primarily stems prototyping to series production. The Group focuses on from the risk of currencies in some emerging markets falling ensuring short lead times so that it can react to fluctuations sharply against the company’s production currencies (EUR/ in demand. Series-manufactured products are produced in USD). This devaluation would significantly diminish the value of advance, subject to tight management of capital investment expected revenue and profit from these countries when they are commitments. translated into the Group’s consolidated financial statements, which are drawn up in euro. The Group is countering this risk Loss of a supplier (due to insolvency, for instance) could also by continually monitoring the currencies in question. In some impact our ability to deliver and therefore threaten individual cases, we are countering the prospect of unfavorable currency sales targets. We are minimizing these risks through proactive developments by agreeing production currency prices with our go-to-market strategies, supplier communication and special customers on conclusion of a business deal. To a limited extent, standard agreements that secure our partners’ delivery the Group also hedges exchange rate risks for currencies in capabilities to a certain extent. which it conducts a large volume of business and therefore regards as important to the Group. Increases in the prices of raw materials, in particular for steel but also for other components, caused by a rise in demand, Please refer to items 23 and 30 in the Notes to the Consolidated speculation on the raw materials markets and exchange rate Financial Statements for further information on financial risks. fluctuations could push up manufacturing costs for the Wacker p. 133/142 Neuson Group. The Group is countering this risk through longerterm contracts and more flexible global procurement strategies. Performance-related risks (risks associated with procurement, production and R&D) At around 16 percent, performance-related risks account for the third largest share of overall risks (previous year: 19 percent). We are maintaining regular contact with our business partners and suppliers to jointly develop forward-looking solutions. Risk report In addition, we rely on delivered components and raw materials contracts carefully and ensuring they are properly enforced. being free of defects and meeting the relevant specifications The Group minimizes the risk of disputes with third parties over and quality standards. Defects in premanufactured parts could intellectual property rights through extensive prior investigations impact quality and slow production, which may ultimately and research. 79 delay product deliveries, possibly damaging our corporate and brand image. The Wacker Neuson Group is countering this risk No legal proceedings are currently underway or pending associated with key components with a systematic supplier that might have a significant impact on the Wacker Neuson selection process, pre-emptive supplier qualification during Group’s financial situation. The Group has concluded insurance series production preparations, regular audits and approval policies worldwide to protect against liability risks and potential of installed production systems within the framework of an damages attributable to the company. products and bringing these to market in good time. It is Strategic business risks (risks arising from business decisions, investments, entering new markets, launching new products, and acquiring and integrating new companies) essential that we comply with national and international laws Although the impact of the following risks cannot be quantified, and directives and factor these into product development. If they are an important element in risk reporting. system also incorporates our suppliers. The Wacker Neuson Group depends on developing new this does not continue to happen, our competitive position and growth opportunities may be impaired. The Group’s R&D We continue to expand our business segments as well as department therefore continuously works to develop new our sales and service network in line with our Group growth products and enhance our existing portfolio, always aligning strategy. This involves investments, which may not necessarily its activities with market demands and observing applicable be recouped. Unforeseeable risks can also arise within regulations, laws and directives. individual projects and delay execution. We are countering these risks by adapting our execution strategy to current market Legal risks (risks related to pending legal proceedings, patent and trademark law and tax law) dynamics, carefully examining all planned investments and If the Group were no longer able to protect its intellectual policy and maintaining a high equity ratio. possible imminent risks, pursuing a lean project management property sufficiently, this would impair its competitive ability. We are reducing this risk through focused patent and intellectual The Group is also exposed to risks in connection with its property management. Our market-leading products are being ongoing international expansion activities. If our medium- to copied – in particular by Chinese manufacturers – and this could long-term expansion plans do not pan out as anticipated, or reduce sales. We are minimizing this risk by systematically if we are unable to harmonize national sales channels due, for enforcing our intellectual property rights, while also expanding example, to lower-than-anticipated demand for our products our international sales and service network. in certain countries, there is still a risk that we might have to change or downscale our long-term growth strategies. Our Warranties and product liability claims could result in claims strategy department regularly evaluates the success of our for damages and injunctions. We are minimizing this risk by measures and we apply high quality standards for market taking the greatest of care in the development and manufacture analysis and development to counter this risk. of our products on the one hand and, on the other, by drafting Combined Management Report ongoing supplier support process flow. Our quality management 80 Wacker Neuson SE | Annual Report 2013 We also consider and carefully assess alliances and acquisitions Increasingly strict regulations governing noise, environmental as a means of gaining market share and expanding our product and user protection could entail additional costs for the Wacker portfolio. However, failure to evaluate risks accurately when Neuson Group. The Group is countering this risk through active acquiring another company or entering into a partnership may involvement in associations that may have an influence on have a negative impact on Group business development and new developments as well as through intensive research and growth prospects. development. We have secured our strategic alliances with Claas (Harsewinkel, Germany) and Caterpillar (Peoria, USA) with long- Summary of risk situation facing the Group (assessment of risk situation by management) term contracts. The company is countering the risk of these Viewed as a percentage of overall risks, our main risks lie in the OEM alliances1 being terminated through close collaboration, environment and industry, financial and performance-related regular contact, the ongoing improvement of processes and categories. Together, these three categories represent around consistently high product quality. 93 percent of total risk (previous year: 89 percent). Other risks (risks associated with human resources, IT and the environment) Distribution of risk as a % Percentage share of total risk The success of Wacker Neuson is due in large part to the skill and motivation of its employees. The loss of highly qualified people in key positions could impact negatively on our growth Risk category Environment and industry risks 40 1 plan. Wacker Neuson is countering this risk by offering Financial risks employees incentives to commit themselves to the company, Performance-related risks for example attractive remuneration and long-term development Other risks 6 opportunities. In light of current market developments, the Legal risks <1 Wacker Neuson Group is looking from time to time to recruit 1 qualified employees in the field of mechanical engineering. The labor market may not meet our need for qualified staff 37 16 The financial risks (risk associated with financial instruments, exchange rate and interest fluctuations, and financing) are explained in the Notes to the Consolidated Financial Statements (items 23 and 30). in this area. The Group is countering this risk with dedicated recruitment efforts, both in Germany and abroad. It also In mid-2013, we changed our basis for evaluating risks. offers attractive remuneration schemes and interesting work As result, we can no longer compare the Group’s total risk opportunities promising a high degree of personal responsibility. exposure (overall risk) with the overall risk of the previous year, although we can compare individual risks to those we faced in The Group uses IT in numerous areas. Failure of these systems 2012. However, our assessment of the risk situation facing the could negatively impact on our production and goods flow Group remains the same as last year. We have listed the main and lead to loss of revenue. The Group is countering this risk risks in this risk report. through IT backup strategies. We are pursuing a strict project management policy to counter risks that can occur during the We are not currently aware of any other significant risks to the roll-out of global IT systems and to prevent additional costs. Group. Furthermore, we have not identified any individual or collective risks to our continued existence as a going concern that might negatively affect the Group in the foreseeable future. 1 OEM: Original Equipment Manufacturer Information in accordance with Section 315 (4) HGB and Section 289 (4) HGB plus an explanatory 81 report from the Executive Board in accordance with Section 176 (1) Sentence 1 AktG The risk profile of the Wacker Neuson Group is not currently of the information pursuant to Section 315 (4) and Section 289 analyzed or evaluated by an external body such as a rating (4) HGB as well as the corresponding explanatory comments agency. pursuant to Section 176 (1) Sentence 1 AktG. Opportunity management system Opportunities relate to internal and external developments that Composition of subscribed capital for identifying and managing opportunities in a timely manner At Tuesday, December 31, 2013, the company’s share capital is vested in committees rather than specific individuals. These amounted to EUR 70,140,000 divided into 70,140,000 individual committees make decisions on innovation projects initiated no-par-value nominal shares, each representing a proportionate by the Group in response to changing market and customer amount of the share capital of EUR 1 according to Article 3 (2) requirements. The committees include high-ranking decision- of the Articles of Incorporation of Wacker Neuson SE. There makers from across the Group, including members of the is only one type of share; all shares are vested with the same Executive Board, affiliate managers, the strategy department, rights and obligations as outlined in detail in particular under market developers plus senior employees from research and Sections 12, 53a, 188 et seq. and 186 AktG. The provisions of development, product management, quality management, AktG apply to Wacker Neuson SE in accordance with Article 9 sales and service, marketing, controlling, treasury and strategic (1) c) ii) and Article 10 of Council Regulation (EC) No 2157/2001 procurement. Our decision-making process focuses on of October 8, 2001 on the Statute for a European company (SE) opportunities while at the same time taking the associated risks (SE Regulation), unless otherwise specified in the SE Regulation. into account. We will be developing this committee system into a Group-wide, standardized opportunity management system in future. Selected potential opportunities for the Wacker Neuson Restrictions affecting voting rights or the transfer of shares Group are described in detail in the section “Opportunities and outlook for future development of the Wacker Neuson Group”. p. 91 Information on the pool agreement There is a pool agreement between some of the shareholders and companies attributable to the Wacker family on the one hand, and shareholders and companies of the Neunteufel family X. Information in accordance with Section 315 (4) HGB and Section 289 (4) HGB plus an explanatory report from the Executive Board in accordance with Section 176 (1) Sentence 1 AktG 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 decision with regard to a resolution on the allocation of annual profits, adoption of the annual financial According to Section 315 (4) of the HGB, listed companies statements by the AGM, approval of Executive and Supervisory must disclose information on the composition of capital, Board members’ actions, appointment of the auditor, upholding shareholders’ rights and restrictions, participating interests minority interests and compulsory changes to the Articles of and executive bodies that may be relevant for takeovers in the Incorporation as a result of changes to legislation or jurisdiction, Group Management Report. The same information must also the pool members have the right to freely exercise their voting be disclosed in the Management Report of Wacker Neuson SE, rights. In all other cases, the pool members must vote to reject pursuant to Section 289 (4) HGB. Furthermore, according to the proposal. Two members of the Supervisory Board are Section 176 (1) Sentence 1 of the German Stock Corporation appointed by the Neunteufel family shareholders in the pool, Act (AktG), the Executive Board must submit a report containing and two by the Wacker family shareholders in the pool. this information to the AGM. The following contains a summary Combined Management Report could have a positive impact on the Group. The responsibility 82 Wacker Neuson SE | Annual Report 2013 Shares can be transferred without restriction to spouses, the criteria defining those individuals to whom shares can registered partners, pool members’ children, children adopted be freely transferred set forth in the above-mentioned pool when they were minors by pool members, siblings, foundations agreement. If a family shareholder exits the company as a result set up by pool members that are either charitable foundations of a termination, the remaining pool members have a preferential or in which the beneficiaries and the controlling members of purchase right to buy the shares for a period of two years from the management board satisfy the aforementioned criteria, and the date this shareholder exits the company. In addition, the companies where the direct or indirect shareholders also satisfy partners’ meeting can resolve that the exiting family shareholder the aforementioned criteria. If shares are transferred to any does not receive compensation in cash but in the form of the such persons, they must join the pool agreement. If shares are shares to which they are financially entitled. Since May 14, transferred to third parties, either for a fee or free of charge, the 2012, each exiting family shareholder can demand to receive other pool members have the right to acquire these shares. If their compensation in the form of the shares to which they are the shares are to be sold to third parties off the stock exchange, financially entitled. all of the other pool members have a preferential purchase right. more than 50 percent of voting rights in Wacker Neuson SE Pool agreement between Lehner and Neunteufel shareholders would be held by third parties who do not satisfy the criteria Martin Lehner and one of the Neunteufel shareholders have defining those individuals to whom transfers can be freely made, a pool agreement. Under the terms of this agreement, the the remaining pool members have the right to also sell their Neunteufel shareholder exercises the voting rights in the shares. If a pool member is excluded from the pool for good company for all of Martin Lehner’s shares acquired as part reason, the other pool members have a right to acquire the of the merger between the company and Neuson Kramer shares or a preferential purchase right. This also applies if a pool Baumaschinen AG (now Wacker Neuson Beteiligungs GmbH). member ceases to qualify as a pool member. The Neunteufel shareholder is not bound by any instructions If a pool member intends to transfer shares in such a way that and will always exercise these voting rights in the same way as Information on the partnership agreement of Wacker Familiengesellschaft mbH & Co. KG for the shares that they themselves hold. The pool agreement Some of the Wacker family shareholders hold part of their Lehner. In 2013, Adolf and Herta Lehner announced that shares via Wacker Familiengesellschaft mbH & Co. KG, which they had sold the shares in question to another Neunteufel in turn also holds shares via Wacker-Werke GmbH & Co. KG. shareholder and to members of the Wacker family. The terms of Economic ownership of the shares is attributed to the Wacker the pool agreement therefore apply directly to these shares. also applies to shares held by Mr. Adolf Lehner and Ms. Herta family shareholders. The Neunteufel shareholder has a preferential purchase right to The pool agreement has precedence over the regulations of the these shares in the event of a transfer to parties other than the partnership agreement as long as Wacker Familiengesellschaft Neunteufel shareholder. mbH & Co. KG is party to the above pool agreement. A partners’ meeting is held prior to every AGM of Wacker Neuson SE. In this The Executive Board is not otherwise aware of any restrictions meeting, the Wacker family shareholders define how they will affecting voting rights or the transfer of shares. vote and exercise their petitioning rights. Votes in the AGM are family shareholders have the right to propose one member of Direct or indirect participating interests in equity that exceed ten percent of voting rights the Supervisory Board each to the shareholders; this member is Under the German Securities Trading Act (WpHG), every then to be elected by the remainder. shareholder of a listed company is obliged to inform the German to be cast in line with the pool’s decisions. Two of the Wacker Financial Services Supervisory Authority and the company in Only the acquisition and preferential purchase rights in the pool question, in this case Wacker Neuson SE, of the percentage of agreement apply to family shareholders who are party to the their voting rights as soon as these holdings reach, exceed or pool agreement. In the case of a sale by a family shareholder fall below certain thresholds. These thresholds are 3, 5, 10, 15, who is not a pool member, acquisition and preferential purchase 20, 25, 30, 50 or 75 percent. rights apply if shares are sold to third parties who do not fulfill Information in accordance with Section 315 (4) HGB and Section 289 (4) HGB plus an explanatory 83 report from the Executive Board in accordance with Section 176 (1) Sentence 1 AktG The Executive Board has been informed of the following direct The voting rights held by the above-mentioned shareholders or indirect participating interests in the share capital that exceed correspond to around 63.1 percent of share capital. The 10 percent of voting rights: shareholders are bound to exercise these voting rights under the terms of a pool agreement (see “Restrictions affecting Wacker Familiengesellschaft mbH & Co. KG, Munich, Germany Indirect Wacker-Werke GmbH & Co. KG, Reichertshofen, Germany Direct and indirect p. 81 ). The above the WpHG that Wacker Neuson SE has received and published since 2007, which was the year the company went public. The disclosures are explained in detail in the Notes to the Annual Financial Statements of Wacker Neuson SE under section “IV. Notifications and disclosures of changes to voting interests Interwac Holding AG, Volketswil, Switzerland voting rights or the transfer of shares” information is based on notifications pursuant to Section 21 of Indirect pursuant to Section 21 (1) or (1a) WpHG”. The Executive Board is not aware of any other direct or indirect participations in the VGC Invest GmbH, Herrsching, Germany Indirect Christian Wacker, Germany Indirect Dr. Ulrich Wacker, Germany Indirect Andreas Wacker, Germany Indirect Barbara von Schoeler, Germany Indirect company’s share capital that exceed 10 percent of voting rights. Bearers of shares with extraordinary rights that grant the holders controlling powers Petra Martin, Germany Indirect There are no shares with extraordinary rights that grant the Dr. Andrea Steinle, Germany Indirect holders controlling powers. Ralph Wacker, Germany Indirect Susanne Wacker-Waldmann, Germany Indirect Benedikt von Schoeler, Germany Indirect Jennifer von Schoeler, Germany Indirect Leonard von Schoeler, Germany Indirect Vicky Schlagböhmer, Germany Indirect Christiane Wacker, Germany Indirect Georg Wacker, Germany Indirect Baufortschritt-Ingenieurgesellschaft mbH, Munich, Germany Indirect PIN Privatstiftung, Linz, Austria Indirect NEUSON Industries GmbH, Leonding, Austria Indirect Johann Neunteufel, Austria Indirect NEUSON Ecotec GmbH, Haid bei Ansfelden, Austria Martin Lehner, Austria Direct and indirect Indirect Type of control of voting rights if employees hold participating interests and if they do not directly exercise their controlling rights The company’s employees can exercise the controlling rights vested in them through their shares directly, as is the case for other shareholders, according to statutory provisions and the Articles of Incorporation. 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 Members of the Executive Board are appointed and dismissed according to Sections 84 and 85 AktG. The Executive Board of Wacker Neuson SE must have at least two board members according to Article 6 (1) of the Articles of Incorporation of Wacker Neuson SE. The Supervisory Board otherwise determines the number of Executive Board members (Article 6 (2) Sentence 1 of the Articles of Incorporation). The Supervisory Combined Management Report Name/company Direct/indirect participating interests that exceed 10 percent of voting rights 84 Wacker Neuson SE | Annual Report 2013 Board is responsible for appointing and dismissing Executive Board members; a simple majority of votes cast suffices for these decisions. Executive Board members shall be appointed The Executive Board’s powers, in particular with regard to the possibility of issuing or buying back shares for a maximum term of six years (Section 9 (1) and Section 39 (2) and Article 46 of the SE Regulation, Sections 84 and 85 AktG Treasury shares and Section 6 (2) Sentence 1 of the Articles of Incorporation). By a resolution passed at the AGM on May 22, 2012, the The Supervisory Board can appoint a Chairman of the Executive Executive Board is authorized, subject to the prior approval of Board, a Deputy Chairman of the Executive Board and a the Supervisory Board, to acquire 7,014,000 treasury shares Spokesperson for the Executive Board (Section 6 (2) Sentence via the stock exchange by May 21, 2017. This acquisition may 2 of the Articles of Incorporation). Currently, a CEO and Deputy also be performed by one of the Group members on or for its or CEO have been appointed. their account by third parties. In so doing, the shares acquired as a result of this authorization together with other shares in the Sections 179 et seq. AktG must be observed in the event of company that it has already acquired and still holds must not at changes to the Articles of Incorporation. The AGM passes a any time total more than 10 percent of the existing share capital. resolution to approve changes to the Articles of Incorporation Shares must not be purchased for the purpose of trading (Sections 119 (1) No. 5 and 179 (1) AktG). Under the charter company shares on the stock exchange. of a European company (Societas Europaea or SE) such as Wacker Neuson SE, all decisions affecting the Articles of The compensation paid by the company per registered share Incorporation must be approved with a majority of at least (without incidental acquisition costs) must not be more than two thirds of the votes cast, unless the legislation of the state 10 percent higher or lower than the arithmetic average of the where the SE is based mandates or allows a larger majority closing prices for shares in the company in XETRA trading to apply (Section 59 (1) of the regulation on the charter of (or a comparable successor system) on the Frankfurt Stock an SE). Each member state is free, however, to rule that a Exchange on the last five stock market days prior to the date on simple majority of votes cast suffices, provided at least half which the undertaking to acquire the shares was entered into. of the subscribed capital is represented (Section 59 (2) of the The authorization can be exercised in whole or in parts, in the regulation on the charter of an SE). German legislation has latter case also on multiple occasions. instituted this option in Section 51 (1) of the law governing implementation of the SE in Germany (SE-Ausführungsgesetz). The Executive Board may also redeem the treasury shares This does not apply to changes relating to the object/ still to be acquired without a renewed resolution to be passed purpose of the company or relocation of the company’s by the AGM with the permission of the Supervisory Board. headquarters. Similarly, it does not apply to instances where The authorization can be exercised in whole or in parts, in the law mandates that the votes cast must represent a higher the latter case also on multiple occasions. The redemption is percentage of the subscribed capital (Section 51 (2) of the performed such that the share capital is not changed, but that SE-Ausführungsgesetz). Accordingly, Section 21 (1) of the the proportion the other shares represent in the share capital is Articles of Incorporation states that unless otherwise stipulated increased in accordance with Section 8 (3) AktG (Section 237 (3) by law, changes to the Articles of Incorporation require a two- No. 3 AktG). The Executive Board is authorized to change the thirds majority of the votes cast or – if at least half of the share number of shares in the Articles of Incorporation accordingly. capital is represented – a simple majority of votes cast. The Executive Board is authorized, subject to the approval The Supervisory Board is entitled to approve changes to the of the Supervisory Board, to use shares in the company that Articles of Incorporation that are merely a matter of wording were acquired as a result of the above authorization as (partial) (Section 179 (1) Sentence 2 AktG, Section 15 of the Articles of compensation in the execution of mergers or to acquire Incorporation). companies, participating interests in companies or parts of companies. The acquired treasury shares may also be sold to Information in accordance with Section 315 (4) HGB and Section 289 (4) HGB plus an explanatory 85 report from the Executive Board in accordance with Section 176 (1) Sentence 1 AktG in the case of capital increases resulting from the granting bodies and employees of associated companies. If shares of shares in exchange for cash contributions, provided are to be sold to members of the Executive Board within the that the issue price of the new shares is not significantly framework of an executive profit-share model, the Supervisory below the stock market price of the company’s shares listed Board will determine the details when deciding on the overall at the time when the issue price is finally determined in remuneration for Executive Board members. In addition, the accordance with Section 203 (1) and (2) in conjunction with Executive Board is authorized, subject to the approval of the Section 186 (3) Sentence 4 AktG and that the total number Supervisory Board, to sell the treasury shares still to be acquired of shares issued subject to the exclusion of subscription at a price that is not substantially lower than the stock market rights does not exceed 10 percent of the share capital price on the date of the sale. The price at which shares in the neither on the date on which this authorization takes effect company can be sold must not be more than 5 percent lower nor on the date this authorization is exercised. This limit of than the arithmetic average of the closing prices of shares in 10 percent shall also include shares which are sold, issued the company in XETRA trading (or a comparable successor or due to be issued subject to the exclusion of subscription system) at the Frankfurt Stock Exchange on the last five trading rights during the term of this authorization up until the point days prior to the date of the general sale. In this case, the in time when it is exercised by virtue of other authorizations number of the shares to be sold together with the new shares in direct or corresponding application of Section 186 (3) that were issued after this authorization was issued subject to Sentence 4 AktG. the exclusion of subscription rights in accordance with Section 186 (3) Sentence 4 AktG, and together with treasury shares In all other respects, the Executive Board shall decide in already sold, must not exceed 10 percent of the company’s consultation with the Supervisory Board on the nature of share share capital which exists on the date the resolution passed rights, including the issue amount, and other conditions relating at the AGM came into effect. The authorization to redeem/sell to issuance of shares. shares can be availed of in full or in several partial amounts. The shareholders’ subscription rights to treasury shares in The authorized capital provisions described above reflect the the company are excluded to the extent that these shares are practices typical of listed businesses similar to Wacker Neuson. redeemed or sold according to the above authorizations. They are not intended to obstruct takeover bids. 2012 Authorized Capital I According to Section 3 (3) of the Articles of Incorporation, the Executive Board is authorized to increase the company’s share capital by May 21, 2017, subject to the approval of the Key company agreements that are subject to a change of control clause following a takeover bid and the resulting impact Supervisory Board, by issuing new, registered shares against cash contributions, in full or in partial amounts, on one or A long-term cooperation agreement with the company several occasions, however at the most by a maximum of Caterpillar covering the production of mini excavators includes EUR 17,535,000 (2012 Authorized Capital I). a provision that allows Caterpillar to terminate the agreement under certain conditions should a competitor to Caterpillar However, the Executive Board is authorized, with the approval acquire a direct or indirect share in the company in excess of the Supervisory Board, to exclude shareholder subscription of 25 percent or a share in excess of 15 percent combined rights: with a seat on the company’s Supervisory Board. The list of in the case of fractional amounts resulting from the competitors is specified in detail in the agreement. subscription ratio; in the case of capital increases resulting from the granting of The Schuldschein loan agreements with terms between five and shares in exchange for contributions in kind for the purpose seven years placed by Wacker Neuson SE in February 2012 of acquiring companies, parts of companies or participating give the respective creditors termination options if third parties interests in companies or other assets (even if alongside the acquire at least 50 percent of voting rights in the company. shares, part of the purchase price is paid out in cash) or as part of amalgamations or mergers; Combined Management Report Executive Board members and to members of the executive 86 Wacker Neuson SE | Annual Report 2013 Compensation agreements between the company and the members of the Executive Board or its employees for the event of a takeover bid majority of 75 percent of votes cast. This type of resolution can be passed for a maximum period of five years. The company has again availed of this option for fiscal years 2011 to 2015 inclusive by way of a resolution passed at the AGM on May 26, 2011. There is no such agreement. The Executive Board’s remuneration is defined by the entire Supervisory Board and reviewed at regular intervals. Defining Concluding remark the structure and amount of the remuneration is based on the company’s size and economic position as well as the tasks and During the period under review, the Executive Board had no performance of the members of the Executive Board. reason to address issues concerning a takeover, or engage with disclosure details stipulated under the German Takeover Directive The Executive Board’s remuneration comprises: Implementation Act (Übernahmerichtlinie-Umsetzungsgesetz). A fixed annual basic salary The Executive Board therefore does not see the need to add A variable annual salary further details to the information provided above. Transitional pay, compensation upon an early exit Remuneration in the case of accident, illness or death Non-cash remuneration and other additional remuneration A pension commitment XI. Declaration on corporate governance according to Section 289a HGB The individual remuneration components are as follows: On February 20, 2014, the Executive Board of Wacker Neuson The annual fixed salary is paid in equal monthly installments. From fiscal 2011 onwards, the variable salary has been SE issued a Corporate Governance Declaration pursuant to based on average consolidated earnings after taxes for the Section 289a of the German Commercial Code (HGB). This is previous three fiscal years (with transitional provisions), as available on the Wacker Neuson SE website at reported in the approved Consolidated Financial Statements http://corporate.wackerneuson.com/ir/en-cg-governance.php. for the respective fiscal year, as well as on the return on capital employed as reported in the Consolidated Financial Statements. The Group’s performance may also be taken XII. Remuneration framework into consideration, as reflected in both the success with which revenue goals are achieved and the size of the EBIT margin. An upper threshold for the variable remuneration Information on the Executive Board According to the Vorstandsvergütungs-Offenlegungsgesetz has been agreed for all Executive Board members. The proportion of the variable remuneration within the (German Executive Board Remuneration Disclosure Act), listed overall remuneration package differs in each individual companies must disclose individualized information on the case and ranges from 56 to 70 percent for 100-percent Executive Board’s remuneration in the Notes to the Annual and Consolidated Financial Statements, broken down into achievement of targets. If the Executive Board members’ employment contract performance-related and non-performance related components is terminated prematurely, but not for good cause, as well as long-term incentives. The Act stipulates that the members of the Executive Board each receive information may be withheld if the AGM resolves this with a compensation in the amount of their average discounted Remuneration framework Supplementary report annual remuneration for the remainder of the contractual Information on the Supervisory Board period including their variable remuneration, up to a The remuneration structure for the members of the Supervisory maximum of two annual remunerations. If the contract is Board is set down in Section 14 of the Articles of Incorporation. terminated after the age of 55 and prior to the member It was last amended at the AGM in May 2012. In line with reaching the age of 60, the members of the Executive Board this provision, the fixed remuneration for each individual may claim transitional payments. member of the Supervisory Board amounts to EUR 30,000. If they are temporarily prevented from working through no The Chairman of the Supervisory Board receives twice this fault of their own, members of the Executive Board continue amount, and his/ her Deputy receives 1.5 times the fixed to receive their fixed annual salary and bonus for a limited remuneration. Members of committees receive an additional period. In the event of death, widows and dependent remuneration, with the Chairman of each committee receiving children receive corresponding payments for a limited twice the regular committee remuneration. The members period. This does not affect widow’s and orphan’s pensions of the Supervisory Board also receive a fixed allowance for under the pension commitment. each Supervisory Board meeting in which they participate. In The non-cash remuneration and other remuneration includes addition, members of the Supervisory Board are reimbursed a subsidy for health insurance, premiums for life insurance for their out-of-pocket expenses and any VAT that may be due in favor of the Executive Board members, premiums for on their remuneration and out-of-pocket expenses. accident insurance, the use of a company car, etc. The members of the Executive Board receive an old-age The variable remuneration for the individual members of the pension for life as part of the pension commitment upon Supervisory Board is based on the consolidated earnings reaching the age of 60 unless the employment relationship after taxes. It is capped at 0.75 times their respective fixed with the company was terminated for good cause attributable remuneration. It is calculated in line with the company’s to the Executive Board member in question. In addition, approved Consolidated Financial Statements taking Section an invalidity pension is paid in the event of disability or 113 (3) of the AktG into account. professional incapacity, and a widow’s and orphan’s pension is paid in the event of death. Other remuneration may have to be offset against these amounts payable. XIII. Supplementary report Total remuneration for the Executive Board Total remuneration for the Executive Board in the period As of the end of the 2014 AGM, Dr. Matthias Bruse will be under review amounted to EUR 4.9 million (previous year: stepping down from the Supervisory Board for personal EUR 5.4 million). Total remuneration for the Supervisory reasons. Board for the same period amounted to EUR 0.5 million (previous year: EUR 0.5 million). At the AGM on May 26, Wacker Neuson does not expect this to directly influence the 2011, a resolution was again passed to refrain from itemizing company’s profits, financials and assets. this information in accordance with Section 285 (1) No. 9 a Sentences 5 to 8 in conjunction with Section 314 (2) Sentence 2 There have been no other events since the reporting date HGB in conjunction with Section 315a (1) HGB. that could have a significant impact on the Group’s earnings, financials and assets. 87 Combined Management Report Declaration on corporate governance according to Section 289a HGB 88 Wacker Neuson SE | Annual Report 2013 XIV. Opportunities and outlook Global GDP growth 2014e to 2015e 3.7 3.9 World Overall economic outlook 7.5 7.3 China 5.4 India Global economy to remain on growth path Mixed outlook for emerging markets Solid performance in established markets 6.4 3.0 Mexico 3.5 2.8 3.0 2.8 3.3 2.4 2.2 2.3 2.8 2.2 2.4 2.0 2.5 1.7 United States South Africa United Kingdom Brazil Global economy to remain on growth path According to experts from the International Monetary Fund Canada Russia (IMF), the global economy will grow by 3.7 percent in 2014. Japan In contrast to recent years, this will largely be driven by the developed economies. 1.0 1.6 1.4 1.0 1.4 0.9 1.5 0.6 1.1 0.6 0.8 Germany Eurozone Growth prospects for the emerging markets are less favorable France Italy than they were one year ago. There are three main reasons Spain for this. The first is the economic slowdown in China, which is set to continue over the coming years. Secondly, financial market conditions in emerging economies are generally more 0 constrained, due to capital drain and restrictive monetary policy by the central banks. And finally, weaker productivity growth, 2014e 3 6 9 2015e a reduced level of competitiveness and a slow increase in the demand for imports in the industrialized markets despite their Source: IMF, WEO January 2014. general economic recovery. In view of the continuing high inflation rates in emerging Solid performance in established markets economies – the result of strong wage increases and The US economy could potentially kick start global growth governments failing to keep a tight rein on economic policy in in 2014, with a growth rate of 2.8 percent expected for the recent years – the latest developments have revealed some year. Following a strong second half of 2013, growth is set to clear imbalances between individual emerging countries. The continue in 2014, driven in particular by domestic demand. currencies of nations with current account deficits, such as Indonesia, Turkey, South Africa and Brazil, have taken the worst In Europe, the high debt levels of southern European countries hits. Most of these countries have a large current account remain a risk factor, hindering growth. The IMF predicts deficit, which makes them dependent on foreign capital. 1.0 percent growth for the eurozone following the setback of Emerging countries have already experienced widespread 2013 (-0.4 percent). For the UK, the experts are predicting cash drain. In response, central banks in Turkey, Argentina and growth as high as 2.4 percent for this year. South Africa, for example, have hiked their prime rates to stem the problematic outflow of capital. Two countries which continue As for Germany, the IMF predicts growth of 1.6 percent for to avoid these destabilizing risks are Russia – thanks to its 2014, following on from the slight expansion recorded in 2013. current account surplus, low short-term cash inflows, stable This would again make Germany one of the main growth drivers foreign currency reserves and only mildly inflated credit growth – in Europe. and China, which has often been regarded with concern. Overall there is a mixed outlook for the emerging markets, with greater uncertainty surrounding their economic development. We expect growth in these countries to slow down compared to the strong performance of previous years. Opportunities and outlook Outlook for construction and agricultural industries 89 South American countries will also be investing billions in their infrastructure in the coming years. Increasing demand for efficient products with customer demands varying at local level Emerging markets investing heavily in infrastructure Outlook improving for European construction and The European companies that are already well positioned in these markets will continue to profit from strong growth conditions. This intense activity will push average annual global construction equipment unit sales up to one million by 2016. agricultural industries shift in the revenue-generating share of individual countries. markets is set to slow down, these countries will continue to China in particular – already the world’s largest construction invest in their infrastructure in the coming years, especially in equipment market – will account for an above-average share the megacities. of construction equipment sales in the medium to long term, with other emerging markets also accounting for a fast-growing China’s infrastructure is very well developed compared with share of global revenue. By 2020, these markets should make some of its neighbors in Asia. Huge sums of money are invested up a 62-percent share of the global construction machinery in the expansion of its transport networks every year. Despite market. Even allowing for rising demand in North America and this, China is finding it hard to deliver infrastructure to keep Western Europe, these regions will see their share of the overall pace with its enormous economic growth. Plans are being made market sink from 42 percent to 38 percent by 2020. for several new railway lines to handle passenger and freight transport. By 2020, the country will have invested around Nevertheless, the established markets are still expected to USD 700 billion in the expansion of its rail network. China’s grow at a solid rate. In Western Europe, the construction roads will also benefit from continued investment. At present, equipment market is expected to grow by 1.6 percent per year. many roads are in a poor state of repair. Nonetheless, it is now For North America, the corresponding figure is 1.8 percent. In the possible to reach practically every part of the country by car. US, the market penetration of rental companies has increased in recent years, and this segment already accounts for around Economic growth will remain high in Indonesia, Vietnam, 50 percent of the overall construction equipment market. Because Cambodia, Malaysia and parts of Africa. These countries, with the US construction industry is only experiencing slow growth, their considerable reserves of raw materials, will be building or expanding roads, railways and airports to cater for the needs of local growth industries. Increasing levels of wealth will lead Global construction equipment market through 2020 to further, largely overground, construction activity, especially Index (value), 2012 to 2020 production facilities, warehouses, administrative buildings and housing. In these countries, the local construction industry +2,6% p.a. often has a low level of mechanization, with insufficient or 123 technologically outdated equipment. 100 32% Rest of the world +3.6% 62% Emerging markets Global sales of construction equipment 2000 to 2016e in units Average 2012–2016e: 998,927 1,100,000 58% +2.9% 30% China 1,000,000 +0.9% 900,000 3% Japan/South Korea 800,000 15% Western Europe +1.6% 700,000 38% Established markets 42% 600,000 +1.8% 500,000 20% North America 400,000 00 01 02 03 04 05 06 07 08 09 10 11 Revenues 2000–2011 12e 13e 14e 15e 16e 2012 2020 Revenues 2012–2016 (forecast) Source: Off-Highway Research, October 2012. Source: Oliver Wyman, 2013. Combined Management Report Rising demand for machinery will be accompanied by a clear Even though the strong growth previously seen in the emerging 90 Wacker Neuson SE | Annual Report 2013 the experts are now speaking in terms of a new reality – a Cumulated construction and economic growth (Europe) level well below pre-crisis levels (2006). Rental companies 2014e to 2016e (3 years) and construction equipment dealers are therefore increasingly turning to other industries such as energy, where there is a EC-19 growing demand for machinery. Ireland 5.0 31.3 Hungary 21.5 Poland US rental market: revenue and penetration 14.1 Denmark 13.3 Norway as a % in € million 100 40 30 20 10 2007 2008 2009 Revenue (rental market) 2010 2011 2012 2013 2014e 9.2 United Kingdom 80 Sweden 60 Switzerland 40 Finland 20 Germany 0 Belgium 0 9.6 The Netherlands 8.2 6.9 6.1 5.0 4.7 4.6 Austria 2015e 3.3 Italy Penetration 3.3 Slovakia Source: Executing for Growth and Returns, 2014 Outlook Investor Presentation, Fourth Quarter – Full Year 2013. 2.4 Portugal 1.9 France 1.6 Czech Republic In Europe, construction investment over the coming years -3.9 Spain -4.4 will be focused on road, rail and transport networks and on telecommunications. Other priorities include general renovation -10 and modernization projects and measures to protect the environment and limit climate change. Residential investments Construction (%) 0 10 20 30 GDP (%) are due to rise. In the southern European countries, cuts in government spending could continue to dampen willingness to Source: Euroconstruct, November 2013. invest in construction equipment. According to the VDMA, German construction materials and Bright prospects for European agricultural sector equipment manufacturers reported a steady intake of orders The outlook of European agricultural equipment manufacturers in January 2014 – coming mainly from Germany and the had brightened considerably at the start of 2014 according to Scandinavian countries. The German construction industry the VDMA. Over two thirds expect steady or increased sales in expects revenue to rise by 3.5 percent in 2014 to just under the first half of 2014. In general, all countries can look forward EUR 100 billion. The number employed in the sector is also to rising demand, although this will be less pronounced in predicted to rise. Italy, France and Poland. Even in Spain, a country that was hit hard by the crisis, positive trends are emerging, although developments are still at a very low level. Residential construction output 2010 to 2016e (Euroconstruct countries) However, universal trends – such as the world’s growing in € million (2012 prices) as a % 600 400 0 2010 Investments 2011 2012 2013e Year-to-year change Source: Euroconstruct, November 2013. 2014e 2015e 2016e continue to have a positive effect on demand for agricultural 5 equipment. The basic need for modern machines, particularly 0 to work agricultural holdings efficiently, will continue to -5 200 population and the resulting increase in demand for foodstuffs – increase. Rising agricultural prices should bolster landholders’ -10 income – a factor which, in turn, should further fuel demand for -15 Weidemann- and Kramer-branded equipment. Opportunities and outlook 91 Wider opportunities to drive product sales Infrastructural needs in emerging markets Consequences of climate change and greater emphasis on environmental protection Global opportunities for agriculture and other sectors population growth Expansion of telecommunication networks (including Expansion and modernization of road and rail mechanization networks worldwide Reconstruction (renovation, modernization) Greater demand for residential developments – partly driven by rising urbanization Structural shift towards fewer, larger holdings (especially in Europe) with greater demand for expansion of broadband network) Increasing global demand for food and fodder due to Increasing industrialization/automation of agricultural operations, even in emerging economies Trend towards multifunctional compact equipment for transporting material in industrial sector Recovery of commercial and residential construction Rising demand for efficient products in the energy sector (for example, for oil and gas production) sectors Opportunities and outlook for future development of the Wacker Neuson Group Data extrapolated by the International Energy Agency (IEA) indicates an increase in demand for primary energy of around 50 percent, accompanied by a corresponding Strategies for further profitable growth Internationalization, diversification, synergies Strong performance expected in 2014 and 2015 increase in CO2 emissions. These trends present huge opportunities for Wacker Neuson to build on its cross-industry, leading expertise and expand its business in both industrialized and emerging markets. Strategic development at Wacker Neuson Global trends in the construction and agricultural industries will Wacker Neuson’s strategy is geared towards lasting, profitable lead to greater global demand for compact and light equipment. growth. As part of its 2012 strategic business planning process, The biggest drivers of this growth will be as follows: management set out its targets for the next five years. This By 2050, the world’s population will have grown from involved elaborating basic strategies and concrete measures for 6 billion to around 9 billion, with the greatest increases in defined focus areas. Asia and Africa. In Asia in particular, higher purchasing power and demand Further internationalization from new groups of consumers will lead to increased In the long-term, we want to extend our global reach and investment in construction and housing. establish a strong position in all construction and agriculture By the year 2025, around two thirds of the world’s markets where we have a presence. We see major growth population will be living in cities. The greatest challenges opportunities for Wacker Neuson in emerging markets. Currently, in terms of construction, housing and infrastructure will be these economies only account for around 12 percent of revenue. faced by the megacities with over 10 million inhabitants in Our long-term aim is to increase our share in markets outside of the developing and emerging countries. Europe to around 50 percent (2013: 29 percent). We see strong prospects in emerging markets such as China, South America Combined Management Report Global opportunities for construction 92 Wacker Neuson SE | Annual Report 2013 will allow us to gain an even greater foothold in these markets. Planned changes to company structure, strategy and targets We will supply products and services, in both the light and The Wacker Neuson Group is pursuing a long-term growth compact equipment segments, that are tailored to the market strategy which will be implemented systematically. Short- to and customer needs, increasing our chances of success. To medium-term objectives and measures will be adapted as support these efforts, we will also expand our sales and service needed to changing dynamics in order to ensure focused network. This increased level of internationalization will broaden execution. The annual Global Leader Summit attended by our activity base and make the Group more resilient to isolated representatives of all global Group companies is a strategic regional fluctuations. platform for sharing information and international experience and Russia in particular. The variety of our product portfolio and for working on future projects. No major changes need Further growth in established markets to be made to the 2012 GIPI (Growth, Internationalization, Our strong financial position and our market reach are a good Professionalization, Integration) strategy and targets defined in foundation for further growth in our core markets of Europe line with this strategy. and North America. Our strategy is based on strengthening our innovation and quality leadership. We will therefore continue A fundamental realignment took place in 2011, when Wacker to invest in research and development with the aim of further Neuson SE was restructured as a holding company. It now expanding our portfolio and reinforcing our position as a acts as an umbrella for operating companies that are separate technology leader. We plan to expand our service portfolio in legal entities. New companies can easily be integrated into the particular in the spare parts and repairs business in line with holding structure. As part of our expansion strategy, we intend evolving customer requirements. Our strategy focuses on to establish more new affiliates in the next few years. At the end greater penetration of the European and American markets over of 2013, for example, we set up a new regional headquarters for the coming years. By focusing more on user processes and ASEAN and SAARC in Singapore. market requirements, we aim to align sales in both of our core markets even more closely with customer needs and priorities. In 2013, we created a number of new central functions and In America, we will also focus on expanding our dealer network roles, including procurement & quality, compliance, strategic for light and compact equipment. planning, corporate technology standardization & design, corporate projects and corporate social responsibility & the Sales synergies and greater diversification environment. Active cross-selling across different segments allows us to continue to leverage global sales synergies. Our sales affiliates New processes and technologies will offer specific industries an even more tailored product In 2014, we plan to realign our global procurement activities portfolio in order to serve other markets outside the cyclical through central management of purchasing and supplier construction industry. Customers in gardening and landscaping, management. Quality management will also be organized on a agriculture and other branches of industry already contribute Group-wide basis. significantly to our revenue. Targeted diversification and crosssegment synergies will help to stabilize the Wacker Neuson On the compliance front, we will be implementing preventative Group in a volatile climate. measures and initiatives aimed at raising awareness of compliance guidelines worldwide as part of our plans to expand Future partnerships and acquisitions our global compliance management engagement. These On the compact equipment front, we have formed strategic activities will be aimed at our employees and business partners alliances with market leaders like Caterpillar and Claas to and will also include dedicated training sessions. drive further growth potential in this segment. With a view to enhancing our product portfolio and expanding our international footprint, we are planning further partnerships and acquisitions in the medium to long term. Opportunities and outlook 93 Regional action items for Wacker Neuson Market penetration of light Europe equipment via new sales channels and products Defend and expand market leadership Expansion of compact equipment Asia-Pacific position and develop mid-market segment for light equipment Increase market share beyond Central Europe Launch of compact equipment Expand agricultural offering Expansion in ASEAN and SAARC Sales synergies (cross-selling) for farmyards, stalls and Above-average growth in pastures with the Weidemann South America and Kramer brands Strengthen premium segment countries Establish compact equipment in Australia/New Zealand Expand service offering The central strategic planning function will oversee the planning in countries such as China, Thailand and South Africa and are process and the implementation of important future projects. currently considering expanding our offering to other selected emerging markets. Lean management is becoming an increasingly important topic. Initial activities are already underway at a number of Our development activities are geared towards creating sites and will be standardized across the Group. We aim to more efficient, environmentally sound machines with low or further standardize our technology and reporting processes. zero emissions levels. Our ECO range of products, which we When it comes to innovative technologies, we will keep our launched in 2013, together with our ECO seal (ECO = ECOlogy focus firmly on meeting market requirements, whether we are and ECOnomy) further reflects our commitment here. developing new, alternative drive technologies or optimizing user protection, comfort and efficiency levels. In the services segment, we will be focusing on leveraging and expanding our used equipment business (trade-in, New products and services maintenance and resale) and broadening our service network – It is becoming increasingly important for manufacturers to either through collaboration with external service partners or tailor products to the needs of customers in local markets. We our own in-house offers. therefore focus our international marketing activities on our customers’ regional requirements. We have taken the first steps As we expand into new markets, we also have to offer our to directing our marketing at specific target groups, for example customers financing solutions. Wacker Neuson is intensifying its in the underground, gardening and landscaping and track collaboration with partners with this in mind and will be offering construction sectors, both on our website and in our brochures a wider portfolio of financing options in 2014. and sales activities. We will align these activities with our target groups even more closely in 2014. The Wacker Neuson Academy near Munich offers specialized training courses as well as global sales and service training Over the coming years, the Wacker Neuson Group will be concepts for our own sales and service employees and looking to enter more emerging markets in which we do not employees from our sales partners’ organizations. Due to the currently have a foothold. We developed our range of Value positive feedback we have received, we will be increasing the products to meet the needs of regional customers and improve number of courses over the coming years. our market penetration. We have launched our Value products Combined Management Report Americas 94 Wacker Neuson SE | Annual Report 2013 Overview 2014e 2015e € 1.25 to 1.3 bn Further growth 13.0 to 14.0% Same as 2014 EBIT margin 8.0 to 9.0% Same as 2014 Investments approx. € 85 m Adapted to market developments Revenue EBITDA margin We believe that the decision to launch Kramer-branded products We predict further growth through 2014 and the following years for the agricultural sector will increase sales of our all-wheel for all three business segments – light equipment, compact drive wheel loaders and telescopic handlers. As for Weidemann, equipment and services. Compact equipment is expected we will continue to expand the brand outside of central Europe. to continue realizing dynamic growth figures, attributable in particular to increased international sales and our existing strategic alliances. We expect the share of this business Group forecast segment in total revenue to further increase in the medium term. As the services segment continues to grow, we expect its share Revenue growth expected again in 2014 of revenue to remain at more or less the same level. The fact that the Group has almost doubled its revenue in only strategic course. We expect further growth in 2014 and in the Planned financing options, future investments and cost trends following years. We intend to remain on our proven path, continuing to invest four years clearly confirms that the company is on the right in profitable projects and building the business systematically The current fiscal year again got off to a satisfactory start on the across all regions and business segments. For the current fiscal business front. In Europe, we benefited from a relatively mild year, we have earmarked around EUR 85 million in total (2013: winter. We have a healthy order book for compact equipment, EUR 87 million) for investments. and light equipment is also performing well. As in 2013, we are again expecting a positive free cash flow for Assuming market trends remain positive, the Executive Board 2014, with cash flow from operating activities exceeding cash predicts overall revenue for fiscal 2014 to amount to between flow from investment activities. EUR 1.25 and 1.30 billion (2013: EUR 1.16 billion) with an EBITDA margin of between 13.0 and 14.0 percent (2013: We aim to maintain our sound balance sheet structure with a 13.2 percent). The EBIT margin is expected to lie somewhere comparatively high equity ratio. Our equity ratio currently stands between 8.0 and 9.0 percent (2013: 8.2 percent). at around 71 percent, net financial debt is relatively low – we do not intend to increase gearing by a significant margin – and our The expansion of our global sales network and the costs financial position is correspondingly healthy. Strong financials associated with these efforts could impact our profit in the and assets will help to drive our company’s growth over the next medium term. However, we view this as an investment in our two years. future growth. Outlook through 2015 Segment trends As things stand and assuming market trends remain positive, Although we expect positive development in our core Europe we predict continued sales growth for fiscal 2015 and hope to region, we expect the greatest growth figures to come from maintain profitability at around the 2014 level. beyond Europe. Opportunities and outlook 95 Summary forecast We are optimistic about fiscal 2014 and 2015 and expect further growth. The global trend towards infrastructure expansion and improvement offers opportunities for our business model. Global investments in road, rail and telecommunication networks as well as the modernization of buildings is set to rise, fueling demand for compact and light equipment. We will be able to The overall economic outlook for 2014 and the following years is positive, in particular in our core markets. We expect sales of compact and light equipment to increase further as demand rises. We want our shareholders to continue to share in the success of the Group. We therefore aim to maintain our sound dividend policy and plan to make yearly dividend payments to our shareholders provided our projections are accurate. Munich, March 12, 2014 Wacker Neuson SE, Munich The Executive Board Cem Peksaglam (CEO) Martin Lehner (Deputy CEO) Günther C. Binder Combined Management Report meet this demand by expanding our international presence. GIPI corporate strategy Growth Internationalization Professionalization Integration Integration WE USE SALES SYNERGIES TO EXPAND ON OUR MARKET POSITION Revenue increase in light and compact equipment segments, 2009 through 2013 North America: + 231% Europe: Light equipment + 38% + 595% Light equipment Compact equipment + 135% Asia-Pacific: Compact equipment + 24% Light equipment + 384% Compact equipment South America: + 68% Light equipment + 1,248% Compact equipment South Africa: + 20% Light equipment + 480% Compact equipment Read more on p. 60 Contents Consolidated Financial Statements 97 Contents Consolidated Financial Statements 98 Consolidated Statement of Comprehensive Income 99 14 Other current assets 124 15 Cash and cash equivalents 124 16 Non-current assets held for sale 124 124 Consolidated Balance Sheet 100 17 Total equity Consolidated Statement of Change in Equity 101 18 Provisions for pensions and Consolidated Cash Flow Statement 102 Consolidated Segmentation 103 Notes to the Consolidated similar obligations 125 19 Other provisions 128 20 Financial liabilities 130 21 Trade payables 132 Financial Statements 104 22 Other current liabilities 132 General information on the company 104 23 Derivative financial instruments 133 General information on accounting standards 104 Changes in accounting under IFRS 105 Other Information 135 Accounting and valuation methods 110 24 Contingent liabilities 135 25 Other financial liabilities 135 Explanatory Comments on the 26 Additional information on Income Statement 115 1 Revenue 115 27 Events since the balance sheet date 141 2 Other income 115 28 Segmentation 141 3 Personnel expenses 115 29 Cash flow statement 142 4 Other operating expenses 116 30 Risk management 142 5 Financial result 116 31 Executive bodies 145 6 Taxes on income 116 32 Related party disclosures 146 7 Earnings per share 117 33 Auditor’s fee 147 financial instruments 138 34 Declaration regarding the German Explanatory Comments on the Corporate Governance Code Balance Sheet 118 35 Availing of exemption provisions 8 Property, plant and equipment 118 according to Section 264 (3) 9 Investment properties 119 and/or Section 264b HGB 147 147 10 Intangible assets 120 11 Other non-current assets 123 Responsibility Statement by the Management 148 12 Inventories 123 Unqualified Auditors’ Opinion 149 13 Trade receivables 123 Consolidated Financial Statements Consolidated Income Statement 98 Wacker Neuson SE | Annual Report 2013 Consolidated Income Statement For the period from January 1 through December 31 in € K Notes Revenue (1) Jan. 1 – Jan. 1 – Dec. 31, 2013 Dec. 31, 2012 1,159,522 1,091,716 Cost of sales -806,806 -760,178 Gross profit 352,716 331,538 -166,757 -160,555 -25,690 -26,750 Sales and service expenses Research and development expenses General administrative expenses -67,043 -62,235 Other income (2) 14,283 15,072 Other expenses (4) -12,761 -12,171 94,748 84,899 Profit before interest and tax (EBIT) Financial income (5a) 1,898 1,627 Financial expenses (5b) -8,695 -8,688 87,951 77,838 -26,419 -23,135 61,532 54,703 61,167 54,131 Profit before tax (EBT) Taxes on income (6) Profit for the year Of which are attributable to: Shareholders in the parent company Minority interests Earnings per share in euros (diluted and undiluted) (7) 365 572 61,532 54,703 0.87 0.77 Consolidated Income Statement Consolidated Statement of Comprehensive Income 99 Consolidated Statement of Comprehensive Income For the period from January 1 through December 31 in € K Notes Profit for the year Jan. 1 – Jan. 1 – Dec. 31, 2013 Dec. 31, 2012 61,532 54,703 -18,608 -1,600 0 16 0 0 -18,608 -1,584 -1,006 -4,858 Other income Income to be recognized in the income statement for subsequent periods: Exchange differences Profit from securing cash flows Effect of taxes on income Income to be recognized in the income statement for subsequent periods (23) Actuarial gains/losses from pension obligations Effect of taxes on income 312 1,302 -694 -3,556 Other comprehensive income after tax -19,302 -5,140 Total comprehensive income after tax 42,230 49,563 41,865 48,991 Income not to be recognized in the income statement for subsequent periods Of which are attributable to: Shareholders in the parent company Minority interests 365 572 42,230 49,563 Consolidated Financial Statements Income not to be recognized in the income statement for subsequent periods: 100 Wacker Neuson SE | Annual Report 2013 Consolidated Balance Sheet Balance at 31 December in € K Notes Dec. 31, 2013 Dec. 31, 2012 386,384 386,075 Assets Property, plant and equipment (8) Property held as financial investment (9) 18,476 20,666 Goodwill (10a) 236,259 236,603 Intangible assets (10) 108,505 103,178 Deferred tax assets (6) 30,285 31,706 Other non-current financial assets (11) 10,457 9,923 Other non-current non-financial assets (11) Total non-current assets 1,681 2,056 792,047 790,207 Inventories (12) 333,812 360,121 Trade receivables (13) 163,953 147,838 Tax offsets (6) 4,673 4,915 Other current financial assets (14) 2,091 3,118 Other current non-financial assets (14) 10,298 13,694 Cash and cash equivalents (15) 15,533 18,867 Non-current assets held for sale (16) Total current assets Total assets 0 6,045 530,360 554,598 1,322,407 1,344,805 Equity and liabilities Subscribed capital (17) 70,140 70,140 Other reserves (17) 576,596 595,898 Net profit/loss (17) 288,745 248,620 935,481 914,658 Equity attributable to shareholders in the parent company Minority interests Total equity 3,865 3,500 939,346 918,158 134,807 Long-term financial borrowings (20) 130,594 Deferred tax liabilities (6) 33,124 33,475 Long-term provisions (18) (19) 39,498 38,856 Total non-current liabilities 203,216 207,138 Trade payables (21) 44,702 51,143 Short-term borrowings from banks (20) 61,698 97,853 Current portion of long-term borrowings (20) 428 437 Short-term provisions (19) 12,948 12,804 Tax liabilities (6) 310 1,834 Other short-term financial liabilities (22) 22,241 21,670 Other short-term non-financial liabilities (22) 37,518 33,768 179,845 219,509 1,322,407 1,344,805 Total current liabilities Total liabilities Consolidated Balance Sheet Consolidated Statement of Change in Equity 101 Consolidated Statement of Change in Equity Balance at 31 December Equity attributable to in € K Notes Balance at January 1, 2012 shareholders Other Subscribed Capital Exchange neutral Net profit/ in the parent Minority Total capital reserves differences changes loss company interests equity (17) (17) (17) (17) (17) 70,140 618,661 -13,680 -3,942 229,886 901,065 2,928 903,993 54,703 Profit for the year 0 0 0 0 54,131 54,131 572 Other income 0 0 -1,600 -3,541 0 -5,141 0 -5,141 Total comprehensive income 0 0 -1,600 -3,541 54,131 48,990 572 49,562 0 0 0 0 -327 -327 0 -327 structure Dividends Balance at December 31, 2012 0 0 0 0 -35,070 -35,070 0 -35,070 70,140 618,661 -15,280 -7,483 248,620 914,658 3,500 918,158 Profit for the year 0 0 0 0 61,167 61,167 365 61,532 Other income 0 0 -18,608 -694 0 -19,302 0 -19,302 Total comprehensive income 0 0 -18,608 -694 61,167 41,865 365 42,230 Dividends Balance at December 31, 2013 0 0 0 0 -21,042 -21,042 0 -21,042 70,140 618,661 -33,888 -8,177 288,745 935,481 3,865 939,346 Consolidated Financial Statements Change in consolidation 102 Wacker Neuson SE | Annual Report 2013 Consolidated Cash Flow Statement For the period from January 1 through December 31 in € K Notes EBT Jan. 1 – Jan. 1 – Dec. 31, 2013 Dec. 31, 2012 87,951 77,838 58,604 56,763 Adjustments to reconcile profit before tax to net cash flows: Depreciation and amortization Foreign exchange result Gains/losses from sale of intangible assets and property, plant and equipment Book value from the disposal of rental equipment Losses from derivatives (cash flow hedging) Actuarial losses from pension obligations Financial result (5) Changes in misc. assets -11,379 -806 709 -909 12,255 6,863 0 11 -694 -3,551 6,797 7,061 2,649 380 786 100 2,767 -1,222 (12) 26,309 -84,281 Changes in trade receivables (13) -16,115 10,520 Changes in trade payables (21) -6,441 -11,219 3,753 -84,980 Changes in provisions Changes in misc. liabilities Changes in net current assets: Changes in inventories Interest paid Income tax paid Interest received Cash flow from operating activities -8,500 -5,414 -25,192 -39,964 2,078 1,432 132,584 13,602 Purchase of property, plant and equipment (8) -71,793 -93,944 Purchase of intangible assets (10) -14,968 -10,085 Proceeds from the sale of property, plant and equipment, intangible assets and non-current assets held for sale Cash flow from investing activities Dividends (17) Cash receipts from short-term/long-term borrowings Repayments from short-term/long-term borrowings Payment of finance lease liabilities Cash flow from financing activities Decrease in cash and cash equivalents Change in cash and cash equivalents due to consolidation Effect of exchange rates on cash and cash equivalents Change in cash and cash equivalents 10,887 4,156 -75,874 -99,873 -21,042 -35,070 1,509 125,761 -40,411 -1,811 -123 -124 -60,067 88,756 -3,357 2,485 0 80 23 -588 -3,334 1,977 Cash and cash equivalents at beginning of period (29) 18,867 16,890 Cash and cash equivalents at end of period (29) 15,533 18,867 Consolidated Cash Flow Statement Consolidated Segmentation 103 Consolidated Segmentation For the period from January 1 through December 31 Segmentation (geographical segments) in € K Europe Americas Asia-Pacific 1,339,811 721,414 51,715 -449,887 -378,454 -3,017 Consolidation Group 0 1,159,522 2013 Segment revenue Total external sales Less intrasegment sales 889,924 342,960 48,698 Intersegment sales -63,699 -45,757 -12,604 Total 826,225 297,203 36,094 EBIT EBITDA 79,802 21,425 4 -6,483 94,748 131,177 27,818 840 -6,483 153,352 Net financial debt 113,609 59,517 4,061 0 177,187 Working capital 300,711 145,019 22,163 -14,830 453,063 Non-current assets 680,527 60,568 10,210 0 751,305 3,211 680 244 0 4,135 Europe Americas Asia-Pacific Consolidation Group 1,277,946 384,877 55,651 -422,899 -65,997 -2,902 855,047 318,880 52,749 0 1,091,716 Average number of employees in € K Segment revenue Total external sales Less intrasegment sales Intersegment sales -78,642 -42,685 -13,633 Total 776,405 276,195 39,116 EBIT EBITDA 59,350 29,106 2,101 -5,658 84,899 109,353 35,124 2,843 -5,658 141,662 Net financial debt 204,762 4,486 4,981 0 214,229 Working capital 320,306 128,736 25,511 -17,737 456,816 Non-current assets 673,002 64,018 11,558 0 748,578 3,070 650 238 0 3,958 2013 2012 Light equipment 407,169 400,404 Compact equipment 519,955 466,455 Average number of employees Revenue with non-Group companies generated by affiliates headquartered in Germany came to EUR K 437,948 (previous year: EUR K 441,112). Segmentation (business segments) in € K Segment revenue from external customers Services Less cash discounts Total 248,453 239,155 1,175,577 1,106,014 -16,055 -14,298 1,159,522 1,091,716 Consolidated Financial Statements 2012 104 Wacker Neuson SE | Annual Report 2013 Notes to the Consolidated Financial Statements General information on the company The Consolidated Financial Statements comprise the consolidated income statement, the consolidated statement Wacker Neuson SE (referred to as the company in the following) of comprehensive income, the consolidated balance sheet, is a listed European stock corporation (Societas Europaea or SE) the Notes to the Consolidated Financial Statements, headquartered in Munich (Germany). It is entered in the Register the consolidated cash flow statement, as well as the of Companies at the Munich Local Court under HRB 177839. consolidated statement of changes in equity. In addition, a Group Management Report, which was combined with the Wacker Neuson shares have been listed since May 2007 on Management Report of Wacker Neuson SE, was prepared the regulated Prime Standard segment of the German stock in accordance with Section 315a HGB. The Consolidated exchange in Frankfurt. The company has been listed in the Financial Statements are prepared using the acquisition cost SDAX since September 2007. method. The income statement is prepared in the “cost-ofsales” format. The Consolidated Financial Statements have been prepared in euros (EUR). All figures are presented in General information on accounting standards thousand euros (EUR K), rounded to the nearest thousand, unless otherwise stated. The following Consolidated Financial Statements for fiscal 2013 were prepared in accordance with the International Accounting Wacker Neuson SE’s fiscal year corresponds to the calendar Standards (IAS) as approved and published by the International year. The Consolidated Financial Statements for fiscal 2013 Accounting Standards Board (IASB) and the International (which include prior-year figures) were approved for publication Financial Reporting Standards (IFRS) as interpreted by the IFRS by the Executive Board on March 26, 2014. Interpretation Committee (IFRS IC) as adopted by the EU, and in supplementary compliance with the provisions set forth in Section 315a (1) of the German Commercial Code (HGB). All valid and binding standards for fiscal 2013 have been applied. Notes to the Consolidated Financial Statements Changes in accounting under IFRS JJ 105 As a result of changes to IAS 1 (presentation of items of other comprehensive income), the company presented Standards and interpretations applied for the first time in the fiscal year information on the nature of items not recognized in profit/ The following standards, amendments to standards and of comprehensive income those items that may be loss for the period, indicating in the consolidated statement reclassified and those that may not be reclassified. interpretations are mandatory from January 1, 2013: JJ The new IFRS 13 standard defines uniform guidelines Mandatory Date of governing the determination of fair value. As a result of the Name Description as of1 endorsement application of the standard, the Group reevaluated the IAS 1 Amendment: Recognition July 1, 2012 June 5, accounting methods that it uses to measure fair value, in 2012 particular the input parameters that the Group draws on of items under other comprehensive income Amendment: Recovery of when determining the fair value of a liability, for example the Jan. 1, 2013 underlying assets IFRS 1 Amendment: Severe Jan. 1, 2013 hyperinflation and removal Dec. 11, risk of non-performance. The application of IFRS 13 did not 2012 have an impact on the measurement of fair value for the Dec. 11, Group. However, it does call for additional disclosures. 2012 These can be found in the notes to the individual assets and of fixed dates for first-time liabilities whose fair value has been measured. adopters IFRS 7 Amendment: Information Jan. 1, 2013 Dec. 11, 2012 on offsetting financial assets and liabilities IFRS 13 Fair value measurement Jan. 1, 2013 Dec. 11, 2012 IFRIC Stripping costs in the pro- 20 duction phase of a surface Jan. 1, 2013 Dec. 11, 2012 Jan. 1, 2013 Mar. 27, Jan. 1, 2013 Mar. 4, (2009–2011) IFRS 1 First-time adoption of IAS 36, (Recoverable Amount Disclosures for Non-Financial Assets) is mandatory for fiscal years that start after January 1, 2014. However, the Group applied it voluntarily in fiscal 2013. and cash generating units. 2013 International Financial Re- 1 in 2011, IAS 19R) voluntarily in fiscal 2012 (previous year). This resulted in changes to the disclosures regarding assets mine Improvements to IFRS The Group already applied IAS 19 (Employee Benefits) (amended 2013 Standards and interpretations that have been published but not yet applied porting Standard (amended The following financial reporting standards have been published version) but have not yet come into force, which is why there is no For fiscal years that start on or after this date. obligation to apply them yet. Should these financial reporting standards be endorsed by the European Union, earlier voluntary The standards to be applied for the first time in this fiscal year adoption would be feasible. At present, the Group aims to apply did not have any significant impact on the accounting and these standards from the date on which they take effect. valuation methods used by the Group, with the exception of the following: Consolidated Financial Statements IAS 12 106 Wacker Neuson SE | Annual Report 2013 IFRS 12 is a new and comprehensive standard on Mandatory Date of Name Description as of1 endorsement disclosure requirements for all forms of interests in other IFRS 10 Consolidated financial Jan. 1, 2014 Dec. 11, entities, including joint arrangements, associated 2012 companies, structured entities and off-balance-sheet Dec. 11, units. The disclosures required under IFRS 12 will result in 2012 significantly more information in the Consolidated Financial statements IFRS 11 IFRS 12 Shared agreements Disclosure of interests in Jan. 1, 2014 Jan. 1, 2014 other entities IAS 27 Consolidated and sepa- Dec. 11, 2012 Jan. 1, 2014 rated financial statements Investments in associates Jan. 1, 2014 (amended version) IAS 32 Offsetting assets and liabilities Investment entities replace IAS 39. It deals with the classification and evaluation of financial assets and liabilities in accordance with IAS 39. Dec. 11, Dec. 11, 2012 Jan. 1, 2014 Nov. 20, 2013 (amendments to IFRS 10, IFRS 12 and IAS 27) Transition guidance Jan. 1, 2014 (amendments to IFRS 10, Apr. 4, Novation of derivatives Jan. 1, 2014 and continuation of hedge IAS 19 Public charges Defined benefit plans: Jan. 1, 2014 July 1, 2014 July 1, 2014 (2010–2012) Improvements to IFRS July 1, 2014 (2011–2013) IFRS 9 Financial instruments provisionally (recognition, classification decided and measurement) and Jan. 1, 2018 Regulatory deferrals/ Jan. 1, 2016 accruals 1 accounting. The standard is designed to enhance and amend the previous version of IFRS 9. It differs from the previous legal situation above all with regard to new guidelines governing the designation of instruments and risks, effectiveness requirements, amendments to and the Dec. 19, changes a number of existing standards, including IFRS 7, 2013 which governs mandatory disclosures relating to financial disclosure of hedging instruments on the balance sheet. It Planned for affect the classification and evaluation of the Group’s Q2/2014 financial assets. The Group does not expect the second Planned for part of this project phase to have a material impact on its Q4/2014 assets, financials or earnings. The third phase, which was Planned for completed in November 2013, relates to hedge accounting. Q4/2014 To obtain a comprehensive overview of the potential Planned for effects, the Group will quantify the impact in conjunction Q4/2014 with the other phases, as soon as these are published. delayed Closing date The closing date for all affiliates included in the Consolidated hedging relationships IFRS 14 standard by publishing guidelines governing hedge instruments. The application of the first part of phase I will employee contributions Improvements to IFRS development of the new IFRS 9 (Financial Instruments) dissolution of hedging instruments and, in some cases, the accounting IFRIC 21 In November 2013, the IASB launched the next phase in the 2013 IFRS 11 and IFRS 12) IAS 39 IFRS 9 represents the first phase of the IASB project to 2012 2012 Jan. 1, 2014 Statement, in particular regarding affiliates. JJ Dec. 11, (amended version) IAS 28 JJ Planned for Q1/2015 Financial Statements is December 31 of the respective year. The current accounting period is January 1, 2013 through December 31, 2013. For fiscal years that start on or after this date. Consolidation structure First-time application of the above-mentioned standards and see fig. on p. 107 interpretations is unlikely to substantially change the current accounting and valuation methods of the Group, with the In addition to the parent company, Wacker Neuson SE, the exception of the following amendments: Consolidated Financial Statements as at December 31, 2013 include the following affiliates in which the company has the following direct or indirect shareholdings: Notes to the Consolidated Financial Statements City Country Company Name Munich Germany Wacker Neuson PGM Verwaltungs GmbH Munich Germany Munich Germany Munich Germany Munich Germany Wacker Neuson SGM Verwaltungs GmbH Wacker Neuson Vertrieb Europa GmbH & Co. KG Wacker Neuson SEM Verwaltungs GmbH Equity in €K direct Wacker Neuson Produktion GmbH & Co. KG Wacker Neuson Vertrieb Deutschland GmbH & Co. KG Wacker Neuson SE shareholding as a % 107 Segment indirect 100 53,672 100 100 100 100 Europe 88,824 Europe 28 Europe 37,574 Europe Munich Germany 28 Europe Weidemann GmbH Diemelsee-Flechtdorf Germany 100 38,106 Europe Wacker Neuson Pty Ltd. Springvale (near Melbourne) Australia 100 13,441 Asia-Pacific Wacker Neuson Máquinas Ltda. Jundiaí (near Sao Paulo) Brazil 100 3,167 Americas Wacker Neuson Ltda. Huechuraba (near Santiago) Chile 100 7,948 Americas Wacker Neuson Limited Hong Kong Hong Kong 100 4,042 Asia-Pacific Shenzhen China 0 Asia-Pacific Wacker Neuson ApS Karlslunde Denmark 100 2,032 Europe Wacker Neuson S.A.S. Brie-Comte-Robert (near Paris) France 100 7,541 Europe Wacker Neuson Ltd. Waltham Cross (near London) UK 100 5,505 Europe Wacker Neuson Equipment Private Ltd. Bangalore India 100 821 Asia-Pacific Wacker Neuson srl con socio unico San Giorgio di Piano Italy 100 344 Europe Wacker Neuson Machinery Trading (Shenzhen) Ltd. Co. 100 Europe 28 100 Wacker Neuson Ltd. Mississauga (near Toronto) Canada 100 7,178 Americas Wacker Neuson S.A. de C.V. Mexico City Mexico 100 4,522 Americas Wacker Neuson B.V. Amersfoort Netherlands 100 3,982 Europe Wacker Neuson AS Hagan (near Oslo) Norway 100 5,058 Europe Wacker Neuson Beteiligungs GmbH Hörsching (near Linz) Austria 100 142,936 Europe Hörsching (near Linz) Austria 100 90,208 Europe Wacker Neuson Rhymney Ltd. Tredegar UK 100 4,179 Europe Wacker Neuson Kragujevac d.o.o. Kragujevac Serbia 100 413 Europe Wacker Neuson Lapovo d.o.o. Lapovo Serbia 100 1,445 Europe Pfullendorf Germany 95 96,339 Europe Dusseldorf Germany 90 8 Europe Wacker Neuson Linz GmbH Kramer-Werke GmbH PADEM Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Gutmadingen KG Wacker Neuson Grundbesitz GmbH & Co. KG Pfullendorf Germany 95 7,120 Europe Wacker Neuson Grundbesitz Verwaltungs GmbH Pfullendorf Germany 95 23 Europe Wacker Neuson Immobilien GmbH Überlingen Germany 3,160 Europe Wacker Neuson GmbH Vienna Austria 100 95 15,048 Europe Wacker Neuson Manila, Inc. Dasmariñas (near Manila) Philippines 100 8,039 Asia-Pacific Wacker Neuson Sp. z.o.o. Jawczyce (near Warsaw) Poland 100 8,248 Europe Wacker Neuson GmbH Moscow Russia 100 3,222 Europe Wacker Neuson AB Södra Sandby (near Malmö) Sweden 100 814 Europe Drillfix AG Volketswil (near Zurich) Switzerland 100 243 Europe Wacker Neuson AG Volketswil (near Zurich) Switzerland 100 27,477 Europe Wacker Neuson, S.A. Torrejón de Ardoz (near Madrid) Spain 100 4,713 Europe Wacker Neuson (Pty) Ltd. Florida (near Johannesburg) South Africa 100 7,285 Europe Wacker Neuson Limited Samutprakarn (near Bangkok) Thailand 1,417 Asia-Pacific Wacker Neuson s.r.o. Prague Czech 100 6,445 Europe 100 Republic Wacker Neuson Makina Limited irketi Küçükbakkalköy (near Istanbul) Turkey 100 7,929 Europe Wacker Neuson Kft. Törökbálint (near Budapest) Hungary 100 973 Europe Wacker Neuson Corporation Menomonee Falls USA 100 113,807 Americas (near Milwaukee) Wacker Neuson Logistics Americas LLC Menomonee Falls USA 100 61,742 Americas USA 100 53,484 Americas USA 100 21,318 Americas (near Milwaukee) Wacker Neuson Production Americas LLC Menomonee Falls (near Milwaukee) Wacker Neuson Sales Americas LLC Menomonee Falls (near Milwaukee) Consolidated Financial Statements (near Bologna) 108 Wacker Neuson SE | Annual Report 2013 In fiscal 2013, the consolidation structure changed as described JJ Wacker Neuson Holding Limited was founded in below; however this change did not have a significant impact on Samutprakarn, Thailand on July 9, 2013. This company the Group’s assets, financials and earnings: was created as the new holding company for Wacker Neuson Limited, Samutprakarn, Thailand. The new entity JJ functions solely as a holding company. On July 11, 2013, an internal merger agreement was signed, whereby STG Stahl und Maschinenbautechnik Gutmadingen GmbH became part of Kramer-Werke GmbH, Pfullendorf. JJ Wacker Neuson (Singapore) PTE. LTD, was founded in Singapore on December 24, 2013. It is wholly owned by Wacker Neuson SE. In fiscal 2013, the company was not The following companies were founded in fiscal 2013 but have yet fully operational as a business. not been included in the consolidation structure due to their limited significance: Company name Wacker Neuson (Singapore) PTE. LTD Country Share (direct) Share (indirect) as a % as a % Segment Singapore 100 Asia-Pacific Thailand 100 Asia-Pacific Wacker Neuson Holding Limited No other significant acquisitions or disposals were made in Equity was consolidated according to the acquisition method. fiscal 2013. For the first consolidation of subsidiaries, all identifiable assets, liabilities and contingent liabilities of the acquired companies The Group does not hold any investments in associate are recognized at fair values. companies or joint ventures that are recognized pro-rata or at equity on the balance sheet. During initial consolidation, positive balances remain after reevaluation of all hidden assets and liabilities. These are Consolidation principles capitalized as goodwill resulting from equity consolidation The Consolidated Financial Statements are based on the annual and are subject to an annual impairment test. To carry out financial statements of the domestic and foreign companies the impairment test, this goodwill is allocated to the cash- included in the Group, which were prepared in accordance generating units of the Group likely to benefit from the merger. with IFRS to the year ending December 31, 2013. The annual financial statements of these companies were prepared Receivables and payables as well as purchases and sales according to the uniform accounting and valuation methods between consolidated Group affiliates have been eliminated. applied by the Group. Group inventories and fixed assets have been adjusted for intra-Group profits and losses. Consolidation transactions affecting income and consolidation transactions that do not affect income are subject to deferred tax. Notes to the Consolidated Financial Statements Exchange differences whereas income and expenses are translated at the average Transactions carried out in foreign currencies are recognized annual rates of exchange, provided that the exchange rates did at the exchange rate applicable at the time of the transaction. not fluctuate strongly during the period under review. 109 Nominal assets and liabilities in foreign currencies are converted at the exchange rate effective at the balance sheet Exchange differences arising from the application of different date. The resulting exchange differences are recognized in the exchange rates for balance sheets and income statements are income statement. recorded directly as a separate item of equity and thus have no impact on the financial result. Exchange differences resulting The annual financial statements of consolidated Group members from the translation of foreign affiliates into the Group’s currency that are prepared in foreign currencies have been translated are recognized in other income and are also recorded as a into euros according to the concept of the functional currency. separate item of equity with no impact on the financial result. The functional currency is taken to refer to the relevant national currency, with the exception of the Philippines (US dollar) and The exchange rates of the main currencies relevant to the Hungary (euro). Thus, assets and liabilities are translated at Group are as follows: the spot rates of exchange effective at the balance sheet date, 2013 2012 Annual average rates 2013 2012 Rates at balance sheet date 1 Australia AUD 1.3936 1.2447 1.5423 Brazil BRL 2.8945 2.5334 3.2530 2.7011 Chile CLP 663.1867 628.7386 723.4884 631.6330 Denmark DKK 7.4577 7.4452 7.4593 7.4610 UK GBP 0.8501 0.8119 0.8337 0.8161 Hong Kong HKD 10.3231 10.0296 10.6933 10.2260 India 1.2712 INR 78.4498 68.9458 85.1000 72.4700 Canada CAD 1.3771 1.2906 1.4671 1.3137 Mexico MXN 17.1245 16.9543 18.0350 17.1900 Norway NOK 7.8664 7.4615 8.3630 7.3483 Philippines USD 1.3308 1.2932 1.3791 1.3194 Poland PLN 4.2134 4.1677 4.1543 4.0740 Russia RUB 42.6203 40.1080 45.3246 40.3295 Sweden SEK 8.6692 8.6839 8.8591 8.5820 Switzerland CHF 1.2291 1.2044 1.2276 1.2072 Serbia RSD 113.1190 112.0500 114.8550 113.5688 South Africa ZAR 13.0128 10.5800 14.5660 11.1727 Thailand THB 41.0803 40.0571 45.1780 40.3470 Czech Republic CZK 26.0270 25.1395 27.4270 25.1510 Turkey TRY 2.5675 2.3148 2.9605 2.3551 USA USD 1.3308 1.2932 1.3791 1.3194 1 Rates at the balance sheet date: rates on the last working day of the year. Consolidated Financial Statements 1 euro equals 110 Wacker Neuson SE | Annual Report 2013 Accounting and valuation methods measured at fair value or recognized in the financial statements are categorized into the following fair value hierarchies based Recognition of profits and revenue on the lowest level input that is significant overall to the In the case of contracts for the sales of goods, profits are measurements. realized when the goods are delivered (passing of risk), whereas profits arising from the provision of services are realized on JJ Level 1: Prices quoted in active markets (not adjusted) completion of the work. In the case of short- and long-term JJ Level 2: Evaluation processes incorporating key lowest-level service contracts, such as hire-purchase, profits are realized on inputs that are observable for the asset or liability either a pro-rata, straight-line basis over the duration of the service agreement. Operating expenses are recognized in profit or directly or indirectly on the market JJ Level 3: Evaluation processes incorporating key lowest-level loss when the service has been rendered, or at the date the inputs that are not observable on the market for the asset or costs are incurred. Interest income is accrued based on the liability outstanding principal of the loan and the applicable interest rates. The categorizations are checked at the end of each reporting period. Determining fair value The Group identifies certain financial instruments and non- Property, plant and equipment financial assets and recognizes them at fair value in line with Property, plant and equipment is recognized in accordance with applicable guidelines at every closing date. Fair value is the IAS 16. Property, plant and equipment is valued at acquisition price that would be received for the sale of an asset or paid costs or manufacturing costs less accumulated scheduled for the transfer of a liability in an orderly transaction between depreciation and accumulated impairment. Property, plant and market participants at the measurement date. Fair value equipment is derecognized on disposal or when it is withdrawn measurement assumes that the business transaction from use. JJ takes place on the principle market for the asset or liability Financing costs are capitalized provided there is a qualified JJ or, in the absence of a principle market, on the most underlying asset. advantageous market for the asset or liability. Investment properties The Group must have access to the principle market or the Land and buildings held for the purpose of generating most advantageous market. rental revenue are disclosed at net book value. Straight-line depreciation occurs using the pro rata temporis method. The fair value of an asset or liability is measured on the basis of assumptions that market participants would use to agree on a Goodwill/acquisitions price that is in their best economic interests. Acquisitions are reported according to the acquisition method. Consequently, income of an acquired company is included A fair value measurement of a non-financial asset takes into in the Consolidated Financial Statements as of the date account the market participant’s ability to generate economic of acquisition. For foreign companies that are acquired or benefit from the asset’s highest and best use or from the sale of founded, related acquisition costs are converted to euros at the asset to another market participant capable of utilizing the the spot rate effective at the date of purchase. asset’s highest and best use. Reported goodwill is subject to an impairment test at the end The Group uses appropriate evaluation techniques that provide of each fiscal year to verify its value. Goodwill is not subject to sufficient data for measuring fair value. These processes must scheduled straight-line amortization. give the highest priority to observable inputs and the lowest priority to non-observable inputs. All assets and liabilities to be Notes to the Consolidated Financial Statements Intangible assets above fair value, they are written down to net realizable value Intangible assets with a limited useful life are capitalized at at the balance sheet date. The net realizable value corresponds acquisition cost or manufacturing cost less accumulated to the estimated realizable sales price under normal business depreciation and accumulated impairment and amortized on a conditions less estimated manufacturing and sales costs. If the straight-line basis depending on their projected useful life. net realizable value of formerly written-down inventories has 111 increased, corresponding write-ups will be made. Intangible assets with an unlimited useful life are not subject to scheduled amortization but are tested for impairment at least In determining acquisition costs, incidental acquisition costs once a year. are added and rebates on purchase prices are deducted. Manufacturing costs include all expenses which are allocable Financing costs are capitalized provided there is a qualified either directly or indirectly to the manufacturing process. underlying asset. Acquisition and manufacturing costs for inventories were, Leases for the main part, determined on the basis of the FIFO (first in, first out) method; in other words, on the assumption that When the Group is the lessor those assets that were acquired first will be consumed first. Leasing transactions regarding tangible assets in which the The moving average cost procedure is also used to simplify Group as the lessor transfers all material risks and rewards valuation. Production orders are not included. from the use of the leased object to the lessee are treated as finance leases according to IAS 17. In such cases, the lessee Financial instruments and hedging transactions and it is therefore not entered in the Group balance sheet. Non-derivative financial instruments Leasing transactions regarding tangible assets and investment Non-derivative financial instruments as disclosed on the properties in which the Group as the lessor does not transfer assets side of the balance sheet comprise investments, all material risks and rewards are treated as operating leases marketable securities and receivables. Marketable securities according to IAS 17. and investments are measured at fair value and recognized under “Available-for-sale financial instruments”. Receivables When the Group is the lessee are recognized at amortized cost. Assets are recognized in Leasing transactions regarding tangible assets in which the the balance sheet for the first time when a Group company Group as the lessee bears all material risks and rewards from becomes party to a contract. Financial assets are recognized as the use of the leased object are treated as finance leases of the day of performance. Assets are derecognized upon transfer according to IAS 17. In such cases, the lessee recognizes the of ownership or expiration of contractual rights to cash flows. leased object as an asset in the balance sheet and the payment obligation of future lease installments is disclosed as a liability The carrying amounts of assets valued at amortized cost are item. Treatment as a finance lease leads to a depreciation verified if there is any indication that the book value exceeds expense on the income statement, dependent upon the useful the useful value or the net realizable value (impairment test). life of the leased object and the related interest expense. Should the book value exceed the net realizable value, the asset is written down. All other leasing contracts are classified as operating leases. In such cases, the leasing installments or the rental payments Trade receivables and other receivables are recognized at their are distributed on a straight-line basis over the duration of nominal values less allowance for doubtful accounts based on the the leasing contract and shown directly as an expense in the probable default risk. Non-current receivables are discounted at income statement. standard interest rates. Inventories Credit balances with financial institutions are recognized at their Inventories of work in process and finished products, as well nominal values. Financial liabilities are categorized according as raw materials and supplies, are valued at their acquisition to type and intended purpose in line with IAS 39.9. All financial or manufacturing cost, in accordance with IAS 2. To the extent liabilities for the Group were classed as other financial liabilities that acquisition and manufacturing costs of inventories are as defined by IAS 39.9. They were initially recognized at Consolidated Financial Statements recognizes the leased object as an asset in the balance sheet 112 Wacker Neuson SE | Annual Report 2013 acquisition cost, which corresponds to the fair value through Trade receivables and other assets profit or loss of the consideration received. Transaction costs Both trade receivables and other assets are principally valued are included here. In subsequent years, all liabilities are at amortized cost. They are, as a rule, valued at nominal value measured at amortized cost using the effective interest method. prior to allowances for uncollectable accounts. Provided they are financial instruments, they are classified in the category Derivative financial instruments “loans and receivables”. Allowances are recognized for the full The Wacker Neuson Group utilized standard financial instruments amount for those receivables and other current assets for which such as interest rate swaps/caps and foreign exchange forward there is a high probability of default. Furthermore, general credit, contracts exclusively for hedging purposes and to minimize risks. interest and cash discount risks are recognized. These kinds of financial instruments are organized centrally and always have a corresponding underlying transaction. Cash and cash equivalents Cash and cash equivalents comprise cash on hand, checks Derivative financial instruments are utilized to hedge against and demand deposits. They belong to the category “loans and interest rate risks and exchange rate risks. The goal of hedging receivables” and have maturities of three months or less. Cash activities is to reduce risks arising from variable interest rate and cash equivalents are recognized at current value, which, for borrowing and future transactions in foreign currencies. Their liquid funds, is equivalent to the nominal value in euro. maturities are termed to match the terms of the corresponding underlying transactions and range from several months to Non-current assets held for sale several years. Non-current assets or groups of assets and liabilities are treated in the balance sheet as being held for sale as defined by IFRS 5 Derivative financial instruments are recognized at fair value if their carrying value is principally realized through a sale when the contract is entered into and also when the contract transaction rather than through continued use. Assets classified is subsequently reevaluated at the respective closing date. The according to IFRS 5 are valued at the lower of carrying amount fair values are calculated based on market information available or fair value less costs to sell. Property, plant and equipment on the closing date and with the help of recognized actuarial held for sale is not subject to scheduled depreciation. principles. Government subsidies Recognition of gains and losses from derivative financial Government subsidies are only recognized if there is reasonable instruments is subject to the requirements for hedge accounting assurance that the relevant criteria are fulfilled and the funding as set forth in IAS 39. Derivative financial instruments are will be approved. Subsidies are recognized by reducing the allocated to the assets or liabilities held for trading and book value of the asset. The subsidy is then recognized as designated at fair value through profit or loss when first income through a reduced write-down value over the duration recognized and also in subsequent fiscal years. Profits and of the depreciable asset’s useful life. losses realized through fair value fluctuations are immediately recognized. Pensions and similar obligations Provisions for pensions and similar obligations from defined Research and development benefit plans are recognized following the projected unit Research expenses are recognized in the consolidated income credit method, taking into consideration future adjustments to statement in the period in which they are incurred. remuneration and pension payments in compliance with the regulations as set forth in IAS 19R. Reevaluations, primarily Development costs are capitalized, providing the criteria as set including actuarial gains and losses, are directly recognized forth in IAS 38.57 onwards are fulfilled. in the balance sheet and allocated to equity via other income in the period in which they occur. Reevaluations may not be moved to the income statement in subsequent periods. Notes to the Consolidated Financial Statements Unvested past service costs are recognized in profit or loss at Other provisions are set up for all recognizable risks as well as for the earlier of the following points in time: all contingent liabilities in the amount of the probable occurrence. JJ JJ The time at which the adjustment or curtailment of the plan Financial liabilities takes effect Financial liabilities are recognized at amortized cost by applying The time at which the Group recognizes any costs related to the effective interest method and are disclosed under financial the restructuring liabilities recognized at amortized cost. Net interest is determined by applying the discount rate to the Deferred tax liabilities balance of the defined benefit plan. The Group recognizes the Deferred and current tax is calculated in line with IAS 12. 113 following amendments to defined benefit plans in the income statement depending on the functional scope: Deferred tax assets and liabilities are recognized for temporary differences between carrying amounts and corresponding tax JJ JJ JJ Service costs, including current service costs, unvested bases, for consolidation transactions recognized in the income past service costs statement and for tax loss carry-forwards. Profits and losses from plan curtailments and extraordinary plan payments Deferred tax assets on tax loss carry-forwards are only Net tax expense or income recognized 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 Deferred tax is calculated at the tax rate of the company in corresponding country. question valid or approved at the balance sheet date, which is Service costs for vested rights to future pension payments into effect. result from the changes in the present value of the obligation. The interest portion of the increase in pension provisions is Changes to deferred tax in the balance sheet result in deferred disclosed under financial results. Payments under defined tax expense or income. If any movements that necessitate contribution benefit plans are recognized directly as an expense. a change in deferred tax are charged directly to equity, the resulting change to deferred tax is also recognized directly in Other provisions equity. Other provisions are recognized in accordance with IAS 37 as a result of a past event, which will probably result in an Material discretionary decisions, estimates and assumptions outflow of resources with economic benefits, and when a In preparing the Consolidated Financial Statements, it has reliable estimate of the amount can be made. Other provisions been necessary to make estimates and assumptions which are made for all recognizable obligations. Valuation is based may influence the carrying amounts of assets and liabilities, on estimations of the expected settlement amount on due income and expenses as well as contingent liabilities. The consideration of all business circumstances. Provisions that following significant estimates and assumptions, together with are due after more than one year and for which the payment the uncertainties associated with the accounting and valuation amounts and due dates can be reliably estimated are measured methods applied are crucial in understanding the underlying at discounted present value. risks of the financial report and the impact these estimates, when the Group has a present legal or constructive obligation assumptions and uncertainties could have on the Consolidated Financial Statements: Consolidated Financial Statements likely to be valid when the reversal effects will probably enter 114 Wacker Neuson SE | Annual Report 2013 The value of goodwill, assets with an unlimited useful life, development costs (at least one impairment test per year) Taxes on income and earnings The company carries out an impairment test on goodwill, tax assets. The recognized deferred tax assets may be intangible assets of unlimited useful life and capitalized reduced if the estimates regarding scheduled tax income and development costs once a year or more often if there is the tax benefits realizable through available tax strategies are indication that an asset has been impaired. This involves lowered, or should changes to current tax legislation restrict the making estimates regarding the forecast and discounting of timeframe or feasibility of future tax benefits. Refer to item 6 future cash flows. In fiscal 2013, no grounds were identified “Taxes on income” in these Notes for more detailed information. At each closing date, the Group determines whether the probability of future tax benefits is sufficient to justify deferred that would indicate impairment. In December 2012 (previous year), a write-down in the amount of EUR K 750 was made Employee benefits on goodwill attributed to Wacker Neuson GmbH (Austria)/ Pensions and similar obligations are calculated in accordance BAUMA operations following the annual impairment test. For with actuarial valuations. These valuations are based on more information on calculating impairment, the assumptions a number of factors including statistical values in order to indicating impairment and the sensitivity of these assumptions, anticipate future events. These factors include actuarial please refer to item 10 “Intangible Assets” in these Notes. assumptions such as the discount rate, expected salary increases and mortality rates. These actuarial assumptions can Indications for tangible and intangible asset impairment (specific to events or circumstances) deviate considerably from the actual obligations as a result of At each closing date, the Group determines whether there are in the associated future commitment. changed market and economic conditions, resulting in a change any grounds to assume that the book value of a tangible asset or an item under other intangible assets has been impaired. For more detailed information on this and issues relating to In fiscal 2012 (previous year), a one-off impairment loss in the sensitivity, please refer to item 18 “Provisions for pensions and amount of EUR K 516 was reported on an investment property similar obligations” in these Notes. in Tredegar, UK. This non-cash, one-off write-down resulted from the purchase price allocation (PPA) originally set in Legal risks connection with the 2007 merger. It is allocated to the European Legal risks result from legal action against Wacker Neuson SE segment. In fiscal 2013, no further grounds were identified or individual Group members. The outcome of these disputes that would indicate significant tangible or intangible asset could have a substantial impact on Group assets, financials and impairment. earnings. Company management regularly analyses the current information available about these cases and builds provisions Useful lives of tangible assets and other intangible assets to cover probable obligations. Assessments are performed by At the end of each fiscal year, the Group assesses the estimated need to recognize provisions, company management takes useful lives of tangible assets and other intangible assets. sufficient account of the probability of an unfavorable outcome Company management assumes that the assessments of the and takes due care to estimate the amount of the obligation relevant expected useful lives are appropriate. Estimations did sufficiently reliably. not need to be adjusted in 2013. For information on useful lives, please refer to items 8 “Property, Plant and Equipment” to 10 “Intangible Assets” in these Notes. internal and external lawyers. When reaching a decision on the Notes to the Consolidated Financial Statements Explanatory comments on the income statement 115 3 Personnel expenses Personnel expenses are composed as follows: 1 Revenue in € K Wages and salaries 2013 2012 191,291 178,629 With respect to the presentation and composition of revenue by Social security contributions 41,036 39,673 geographic regions and by business segments, please refer to Other personnel costs 13,691 16,569 the section on segment reporting. Expenses for pensions Total 4,665 4,042 250,683 238,913 2 Other income The expenses for pensions include the expense for pension 2012 413 2,468 7,428 6,659 1,905 1,900 361 743 in € K 2013 2012 85 187 Redundancy payments 3,203 3,154 410 136 4 0 3,677 2,979 14,283 15,072 for pensions, which is recognized under financial results. Proceeds from sale of property, plant and equipment Currency gains Carry-forwards Recovery of receivables written off Insurance reimbursements Gains on foreign-exchange forward contracts Other income Total Other personnel costs include redundancy payments to the following extent: Rental income on investment properties benefits without the interest portion of the additions to provisions 2013 The average number of employees broken down according to fields of activity is as follows for the period under review: 2013 2012 Production 1,576 1,546 benefits, income from the sale of scrap, reimbursements of Sales and service 1,756 1,680 electricity tax and official orders for payment as well as income Research and development 341 316 Other items include income from the offsetting of non-cash from derecognizing liabilities. Administration Total 462 416 4,135 3,958 Consolidated Financial Statements in € K 116 Wacker Neuson SE | Annual Report 2013 4 Other operating expenses in € K Exchange losses 6 Taxes on income 2013 2012 11,329 8,182 Expense for taxes on income is composed as follows: Value adjustments on Wacker in € K 2013 2012 Neuson GmbH (Austria) / Current tax expense 24,802 28,063 Deferred tax expense 1,617 -4,928 26,419 23,135 operational company BAUMA goodwill/brands 0 750 1,112 1,650 Losses on the disposal of property, plant and equipment Other expenses Total 320 1,589 12,761 12,171 Total Reconciliation of calculated tax to actual tax expense: in € K For information on the write-down of goodwill attributed to EBT Wacker Neuson GmbH (Austria)/BAUMA operations in the Tax at the applicable rate: 29.11% 2013 2012 87,951 77,838 previous year, please refer to item 10 “Intangible assets” in (previous year: 28.74%) 25,603 22,371 these Notes. Variance in Group tax rates -999 1,085 Taxes from or for prior periods -904 0 Tax effects of non-deductible 5 Financial result expenses and tax-exempt income a) Financial income in € K 2013 2012 Interest and similar income 1,851 1,571 47 56 1,898 1,627 Total -358 156 37 Total 26,419 23,135 In some cases, the items “tax effects of non-deductible expenses and tax-exempt income” and “Other” may contain expenses and Income on disposals of financial assets 2,563 Other income from a period other than the period under review. Taxes on income are calculated by applying the Group’s uniform tax rate of 29.11 percent (previous year: 28.74 percent) to the b) Financial expense in € K Interest and similar expense profit before tax. 2013 2012 -8,623 -8,541 -22 -111 Unrealized gains and losses Total -50 -36 -8,695 -8,688 Interest expenses include expenses for interest resulting from finance lease contracts in the amount of EUR K 12 (previous year: EUR K 31). income tax rate of 15.83 percent and a solidarity surcharge of 5.5 percent. Trade tax is set at a uniform 3.5 percent. Expenses on disposals of financial assets Our tax assessment for the current year is based on a corporate Notes to the Consolidated Financial Statements Actual netted income tax receivables at the closing date Deferred tax recognized in the consolidated balance sheet amounted to EUR K 4,363 (previous year: EUR K 3,080). arises from deferred tax recognized in the balance sheets 117 of individual Group companies. Deferred tax assets and Deferred tax assets and liabilities are allocated to the following liabilities were netted at the level of the individual company as balance sheet items: appropriate. This netting is accounted for in the above table by the positive amounts under the heading deferred tax liabilities. 2013 2012 Valuation differences: assets 13,893 12,412 receivable was recognized in the balance sheet amount to Valuation differences: inventories 12,397 17,273 EUR K 13,669 (previous year: EUR K 13,404). 2,315 0 provisions for pensions 927 946 year: EUR K 1,234) are allocable to individual companies which Valuation differences: liabilities 546 618 incurred losses in the current or prior reporting period. The reason Valuation differences: receivables 443 457 for the capitalization lies in the improved earnings situation in Other -236 0 Total 30,285 31,706 Deferred tax assets Loss carry-forwards Unused tax loss carry-forwards for which no deferred tax With respect to deferred tax assets, EUR K 1,553 (previous Valuation differences: EUR K 3,247 were recognized directly in equity (previous year: Recognition and valuation -27,400 -25,542 -13,795 -15,115 Valuation differences: tangible assets Netted deferred tax assets EUR K 2,935). The remaining deferred tax was recognized in the income statement. 7 Earnings per share and liabilities Valuation differences: provisions for pensions in deferred tax receivables amounts to EUR K 865. Deferred taxes from pension obligations in the amount of Deferred tax liabilities differences: intangible assets subsequent years. The deferred tax expense as a result of a drop 4,689 4,406 Loss carry-forwards 877 776 Valuation differences: inventories 611 315 Other 1,894 1,687 Total -33,124 -33,473 in € K 2013 2012 61,167 54,131 70,140 70,140 Earnings of the current year attributable to shareholders in € K Weighted average number of shares outstanding during current period Undiluted earnings per share in € 0.87 0.77 Diluted earnings per share in € 0.87 0.77 According to IAS 33, earnings per share are calculated by dividing the total profit/loss for the year attributable to Wacker Neuson SE shareholders by the weighted average number of shares issued. This amount is entirely allocated to continuing operations. There was no share dilution effect in the reporting period shown. Consolidated Financial Statements in € K 118 Wacker Neuson SE | Annual Report 2013 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 Balance at January 1, 2013 299,686 241,683 83,406 2,306 627,081 Exchange rate differences in € K Acquisition costs -4,980 -3,478 -1,471 -37 -9,966 Additions 2,377 56,453 9,081 1,457 69,368 Disposals -561 -45,780 -6,421 -76 -52,838 Transfers Balance at December 31, 2013 604 591 67 -1,262 0 297,126 249,469 84,662 2,388 633,645 63,393 127,599 50,014 0 241,006 Accumulated depreciation Balance at January 1, 2013 -962 -1,995 -868 0 -3,825 Additions Exchange rate differences 7,864 31,875 9,897 0 49,636 Disposals -449 -33,378 -5,729 0 -39,556 Transfers Balance at December 31, 2013 0 1 -1 0 0 69,846 124,102 53,313 0 247,261 Book value at December 31, 2012 236,293 114,084 33,392 2,306 386,075 Book value at December 31, 2013 227,280 125,367 31,349 2,388 386,384 1–50 1–20 1–27 Useful life in years Payments in € K Office and on account/ Land and Machinery and other equip- Assets under buildings equipment ment construction Total 251,643 219,480 73,591 45,371 590,085 Acquisition costs Balance at January 1, 2012 Exchange rate differences 54 146 41 -28 213 138 1,815 550 1,085 3,588 Additions 8,735 51,351 15,135 18,724 93,945 Disposals -11,906 -40,187 -7,640 -118 -59,851 Transfers 51,022 9,078 1,729 -62,728 -899 299,686 241,683 83,406 2,306 627,081 Balance at January 1, 2012 61,893 131,634 47,628 0 241,155 Exchange rate differences -177 -245 -2 0 -424 Additions 7,759 29,160 9,400 0 46,319 Disposals -5,431 -33,088 -6,875 0 -45,394 Transfers -651 138 -137 0 -650 63,393 127,599 50,014 0 241,006 Book value at December 31, 2011 189,750 87,846 25,963 45,371 348,930 Book value at December 31, 2012 236,293 114,084 33,392 2,306 386,075 1–50 1–20 1–27 Change in consolidation structure Balance at December 31, 2012 Accumulated depreciation Balance at December 31, 2012 Useful life in years Notes to the Consolidated Financial Statements Amounts recognized for land and buildings as well as for The profit derived from investment properties is shown in the office and other equipment include the book values of finance table below: 119 lease contracts. For further information on this, please refer to item 25 “Other financial liabilities” in these Notes. Machinery and equipment includes rental equipment. in € K 2013 Rental income 2012 1,905 1,900 Depreciation and amortization -712 -1,032 Total write-downs on property, plant and equipment, Other expenses -197 -288 investment property and intangible assets reported in the Total 996 580 Group income statement amounted to EUR K 57,898 (previous year: EUR K 55,845). EUR K 38,360 of this is attributable to manufacturing costs, EUR K 6,463 to selling expenses, The depreciation and amortization item includes a one-off EUR K 3,901 to research and development costs and write-down on real estate in the UK, in the amount of EUR K 235 EUR K 9,174 to general administrative costs. (previous year: EUR K 516). Depreciation and amortization is allocated to the European segment. 9 Investment properties Investment properties include the land and buildings listed below, which have all been rented to third parties or are The table below shows the development of investment intended to be rented to third parties. The reported depreciation properties held during the years 2012 and 2013: methods and useful lives only affect the buildings listed. in € K 2013 2012 31,649 30,502 179 169 Exchange rate differences Additions 72 0 Disposals -2,364 0 Transfers 0 978 29,536 31,649 Balance at December 31 Balance at January 1 10,983 9,225 Exchange rate differences 141 75 Additions 712 1,032 Disposals -776 0 Transfers Balance at December 31 0 651 11,060 10,983 Book value on January 1 20,666 21,277 Book value on December 31 18,476 20,666 Property Book value in € K Fair value in € K Germany 15,769 23,400 124 170 Gutmadingen UK Spain South Africa hierarchy level 3): The fair values of properties were determined by surveyors using the German income approach and discounted cash flow methods. These evaluations are based on standard land values, standard market rents, estimated running costs and estimated residual useful lives. The fair values of properties in the UK Accumulated depreciation Überlingen investment properties are as follows (measuring fair value; and South Africa were determined by comparing against local market pricing, which involved asking local real estate agents about the square meter pricing of properties comparable in terms of location, the transport infrastructure and substance. Calculation method Depreciation method Useful life Discounted cash flow linear 33 years 1,412 5,250 Survey/German income approach linear 33 years 14,233 17,980 Survey/German income approach linear 33–50 years 2,399 2,399 Estate agent pricing – – 277 294 Survey/German income approach linear 50 years 31 247 Estate agent pricing – – Consolidated Financial Statements Balance at January 1 Dortmund The evaluation methods applied are listed in the table below. The key, non-observable input parameters used to evaluate Acquisition costs 120 Wacker Neuson SE | Annual Report 2013 10 Intangible assets Intangible assets created internally refer to capitalized development costs. a) Goodwill The down-payments effected relate primarily to development Goodwill developed as follows: costs for projects not yet completed at the closing date. in € K As at January 1 2013 2012 236,603 237,509 Impairment 0 -750 -344 -156 236,259 236,603 Foreign currency fluctuations As at December 31 Capitalized borrowing costs only had a minor impact in 2013. c) Impairment of goodwill and intangible assets with an unlimited useful life The goodwill and indefinite-lived “Weidemann” and “Neuson” brands obtained through mergers are allocated for impairment In the previous year, goodwill attributed to Wacker Neuson testing to the following cash-generating units within the GmbH (Austria)/BAUMA operations was written down in the full Americas or Europe segments: amount of EUR K 750. b) Other intangible assets see fig. on p. 121 The expected residual useful lives and residual book values of JJ Weidemann GmbH (Germany) JJ Wacker Neuson Production Americas LLC (USA) JJ Wacker Neuson Beteiligungs GmbH (subgroup/Austria) The pro-rata book values break down as follows: other intangible assets are as follows: in € K in € K Brands Customer base Technologies Total Book value Book value on Dec. 31, on Dec. 31, 2013 2012 Useful life 64,838 64,838 indefinite 1,631 1,847 5 years 66 2,627 max. 1 year 66,535 69,312 Dec. 31, 2013 Dec. 31, 2012 7,579 7,923 24,232 24,232 22,000 22,000 204,448 204,448 Wacker Neuson Production Americas LLC Book value of goodwill Weidemann GmbH Book value of goodwill Book value of the indefinite-lived brand Wacker Neuson Beteiligungs GmbH Furthermore, other intangible assets include EUR K 22,000 for Book value of goodwill the brand name “Weidemann” resulting from the acquisition of Book value of the Weidemann GmbH in 2005. Due to the strong market position indefinite-lived brand of Weidemann GmbH, the brand name and trademark are Book value of goodwill considered to have an indefinite useful life. Book value of the indefinite-lived brand EUR K 42,838 was recognized for the brand name in connection with the merger with the Neuson Kramer Group. This is also considered to have an indefinite useful life due to the company’s strong market position. Wacker Neuson SE does not own the “Neuson” logo. This is owned by the PIN Private Trust (PIN Privatstiftung), which is part of the group founded by the Chairman of the Supervisory Board, Hans Neunteufel. Subject to certain guidelines, however, the company has an exclusive, irrevocable and unlimited license to use this brand in conjunction with the name “Wacker”. 42,838 42,838 236,259 236,603 64,838 64,838 Notes to the Consolidated Financial Statements 121 b) Other intangible assets Internally Licenses and Other intangible produced Payments on similar rights assets intangible assets account Total Balance at January 1, 2013 24,277 101,985 24,696 3,065 154,023 Exchange rate differences -306 -224 -431 -35 -996 in € K Acquisition costs Additions 3,021 315 9,653 1,978 14,967 Disposals -823 -28,300 -2,253 -115 -31,491 Transfers 897 0 328 -1,225 0 27,066 73,776 31,993 3,668 136,503 Balance at January 1, 2013 12,024 32,673 6,148 0 50,845 Exchange rate differences -115 -157 -81 0 -353 Balance at December 31, 2013 Additions 2,342 3,024 2,899 0 8,265 Disposals -512 -28,299 -1,950 0 -30,761 Transfers 2 0 0 0 2 13,741 7,241 7,016 0 27,998 Balance at December 31, 2013 Book value at December 31, 2012 12,253 69,312 18,548 3,065 103,178 Book value at December 31, 2013 13,325 66,535 24,977 3,668 108,505 3–8 1–7 6 – Licenses and Other intangible produced Payments on similar rights assets intangible assets account Total Balance at January 1, 2012 25,156 101,991 17,653 2,922 147,722 Exchange rate differences -175 -101 -76 -44 -396 70 0 0 0 70 Additions 1,504 75 6,542 1,964 10,085 Disposals -2,393 0 -302 -683 -3,378 Transfers 115 20 879 -1,094 -80 24,277 101,985 24,696 3,065 154,023 Balance at January 1, 2012 12,448 28,658 3,823 Exchange rate differences -111 -64 -26 0 -201 Additions 2,124 3,986 2,384 0 8,494 Disposals -2,343 0 -33 0 -2,376 Transfers -94 93 0 0 -1 Balance at December 31, 2012 12,024 32,673 6,148 0 50,845 Book value at December 31, 2011 12,708 73,333 13,830 2,922 102,793 Book value at December 31, 2012 12,253 69,312 18,548 3,065 103,178 3–8 1–7 6 – Useful life in years Internally in € K Acquisition costs Change in consolidation structure Balance at December 31, 2012 Accumulated depreciation Useful life in years 44,929 Consolidated Financial Statements Accumulated depreciation 122 Wacker Neuson SE | Annual Report 2013 With the exception of the year when they were first recognized test, it is assumed that the entire distributable cash flow is in the balance sheet, the carrying amounts of goodwill and paid out each fiscal year. Distributable cash flow refers to free indefinite-lived brands are verified during the annual impairment cash flow after interest payments, tax effects from borrowings test or subjected to an additional impairment test if there are and changes in borrowings. Care is taken to ensure that the indications of asset impairment. For this purpose, the book cash flow distribution does not reduce the share capital. For value is compared with the “fair value less cost to sell”. The the period from 2017 to 2023, management anticipates results “fair value less cost to sell” is determined using the discounted and growth rates that more strongly align with past values. cash flow method. Future cash flows are discounted to the Various scenarios with annual revenue growth of between 5 respective balance sheet date. Value is impaired if “fair value and 10 percent from 2017 to 2023 were created for the three less cost to sell” is lower than the book value. No indications of cash-generating units Weidemann GmbH, Wacker Neuson value impairments have been identified in the current fiscal year. Production Americas LLC and Wacker Neuson Beteiligungs In the previous year, impairment was recognized on goodwill GmbH (subgroup/Austria). A negative scenario with revenue attributable to Wacker Neuson GmbH (Austria)/BAUMA growth of just two percent as of 2017 was also calculated for operations, which did not develop in line with expectations at the three cash-generating units. In addition to revenue growth, the time of purchase. The book value of this cash-generating upper EBIT limits were also defined as restricting criteria for unit exceeded the “fair value less cost to sell”. This resulted in the cash-generating units. None of the scenarios resulted a write-down on indefinite-lived intangible assets in the amount in impairment. of EUR K 750. This was entirely attributable to goodwill. The value impairment was allocated to the European segment and Discount rates: These reflect the management’s assessment of recognized under “Other operating expenses”. the risks associated with cash-generating units. This calculation includes a risk-free and risk-weighted rate. A weighted average The calculation of “fair value less cost to sell” is based on cost of capital (WACC) after tax at a uniform rate of 9.24 assumptions, which in turn are dependent on the following percent (previous year: 10.01 percent) was applied. uncertain estimates: Price increases of raw materials: Actual past price fluctuations are used as indicators for estimating future price developments. JJ Free cash flow JJ Discount rates JJ Price increases for raw materials and supplies Growth rate estimates: Management and affiliates estimate JJ Underlying growth rates for cash-flow predictions outside of growth rates based on local market dynamics. As in the the budget period previous year, a growth rate of 1 percent was projected for perpetual annuity. Free cash flow – free cash flow is calculated based on a detailed planning phase from 2014 to 2023. Growth rates are Sensitivity of assumptions: These calculations did not reveal a determined for the first three budget years (up to 2016) based need to recognize impairment for any of the cash-generating on market conditions. Adjustments were made based on units even if no growth rate had been applied in perpetual distribution plans. When performing the goodwill impairment annuity or if WACC had been set 1 percent higher. Notes to the Consolidated Financial Statements 11 Other non-current assets 13 Trade receivables Other non-current assets are composed of the following Trade receivables have the following components: 123 components: in € K in € K Dec. 31, 2013 Dec. 31, 2012 Non-current trade receivables 6,838 4,614 Less allowance for doubtful Investment securities 2,206 3,449 accounts 25 181 1,388 1,679 10,457 9,923 1,681 2,056 12,138 11,979 Loans Trade receivables at nominal value Total Dec. 31, 2013 Dec. 31, 2012 171,297 154,861 -7,344 -7,023 163,953 147,838 Misc. other non-current financial assets As of December 31, 2013, trade receivables (at nominal value) were broken down as follows: Other non-current financial assets in € K Other non-current non-financial assets Total Trade receivables 2013 2012 171,297 154,861 162,537 144,651 4,967 4,404 2,670 4,535 1,123 1,271 Nominal value of trade receivables written down or not due Overdue at nominal value but not 12 Inventories written down < 30 days Overdue at nominal value but not Dec. 31, 2013 Dec. 31, 2012 Raw materials and supplies 79,683 107,503 Works in progress 13,604 14,914 Finished goods 240,525 237,704 Total 333,812 360,121 An expense of EUR K 756,281 (previous year: EUR K 720,960) written down 30 – 90 days Overdue at nominal value but not written down > 90 days Allowance for doubtful accounts developed as follows: in € K 2013 2012 Balance at January 1 7,023 7,667 was recorded under acquisition and manufacturing costs for Exchange rate differences inventories. Additions -264 86 2,390 1,035 Additions from changes to the Of the reported inventories, EUR K 40,253 (previous year: consolidation structure EUR K 62,322) is recognized at net realizable value. Write-downs Amount used for write-offs on inventories recognized as an expense amount to EUR K 2,772 Reversals in the reporting period (previous year: EUR K 3,054). Write-ups on inventories recognized as income amount to EUR K 3,792 in the Balance at December 31 0 22 -779 -538 -1,026 -1,249 7,344 7,023 reporting period (previous year: EUR K 2,360). Trade receivables are derived from trading with a large number Similar to 2012, no inventories were pledged as collateral for of companies from different industries and regions. Regular liabilities during the period under review. credit checks verify the financial stability of receivables. Allowances for doubtful accounts are made where necessary. The fair value is a reasonable approximation of the book value since all receivables are due within less than one year. At December 31, 2013, transfers of financial assets that have not been derecognized amounted to EUR K 5,412. This specifically refers to trade receivables that have been sold, but for which the Group continues to bear the risk of customer default and has therefore not derecognized. Payables were recognized in the same amount. Consolidated Financial Statements in € K 124 Wacker Neuson SE | Annual Report 2013 16 Non-current assets held for sale 14 Other current assets in € K Dec. 31, 2013 Dec. 31, 2012 320 616 82 253 Derivatives 4 0 Receivables from public authorities 0 688 Misc. other current financial assets 1,685 1,561 in Leonding, Austria, which were disclosed under “Non-current Other current financial assets 2,091 3,118 assets held for sale” at December 31, 2012, were sold to a Advance payments 4,978 6,710 Sales tax 4,207 6,272 173 171 940 541 assets 10,298 13,694 Total 12,389 16,812 Receivables from customers Interest receivables Advances to employees Misc. other current non-financial assets Other current non-financial in € K Non-current assets held for sale Dec. 31, 2013 Dec. 31, 2012 0 6,045 The fixtures on third-party property or in third-party buildings related party at book value during the first half of 2013. 17 Total equity As in the previous year, subscribed capital amounted to EUR K 70,140 and is divided into 70,140,000 individual no-parvalue registered shares, each representing a proportionate amount of the share capital of EUR 1.00. The share capital was fully paid in at the closing date of the Consolidated Financial The fair value is a reasonable approximation of the book value Statements. since all items have a maturity of less than one year. Other reserves are as follows: 15 Cash and cash equivalents in € K in € K Dec. 31, 2013 Dec. 31, 2012 12,396 15,365 Bank balances 3,003 3,341 Cash deposits 134 161 15,533 18,867 Petty cash Total Dec. 31, 2013 Dec. 31, 2012 Capital reserves 618,661 618,661 Exchange rate differences -33,888 -15,280 Other changes without effect Total -8,177 -7,483 576,596 595,898 The capital reserves primarily result from share premiums in connection with the IPO and the merger with Wacker Neuson Cash on hand and bank balances in foreign currencies are Beteiligungs GmbH (formerly Neuson Kramer Baumaschinen AG). converted at the spot rates. The reserve for exchange differences includes gains and losses Interest accrues at variable rates on the daily cash balances from translating the annual financial statements of consolidated held with banks. Depending on the company’s liquidity affiliates that are prepared in foreign currencies according to the requirements, short-term, term accounts running from one day concept of the functional currency. This figure is recorded under to three months are set up. The term money yielded interest at equity and does not have an impact on the financial result. the agreed prevailing rates. Other neutral changes include reserves for the recognition of Positive bank balances in the amount of EUR K 32,528 gains and losses from reevaluations of pensions and similar (including cash pool current account balances) (previous year: obligations, primarily actuarial gains and losses. EUR K 42,537) were netted against cash pool current account liabilities amounting to EUR K 20,132 (previous year: EUR The company did not hold any treasury shares at December 31, K 27,172), as a net balance (offset option) was agreed with the 2013, nor at any point during the 2013 fiscal year or the cash pool bank. Current account balances at December 31, previous year. 2013, after netting, amounted to EUR K 12,396 (previous year: EUR K 15,365). Notes to the Consolidated Financial Statements 18 Retained earnings developed as follows: in € K Dec. 31, 2013 Dec. 31, 2012 Provisions for pensions and similar obligations in € K 248,620 229,886 Provisions for pension obligations Dividends for respective fiscal year -21,042 -35,070 Provisions for other obligations to Change in consolidation structure 0 -327 Balance at January 1 Consolidated earnings 61,167 54,131 Balance at December 31 288,745 248,620 125 employees Total Dec. 31, 2013 Dec. 31, 2012 35,264 34,155 351 1,669 35,615 35,824 Within the Group, there are different types of retirement benefit In 2013, the Group paid out EUR K 21,042 in dividends schemes worldwide for old age and surviving dependents’ (EUR 0.30 per share). In 2012, it paid out EUR K 35,070 in pensions. Most of the schemes provide for the payment of fixed dividends (EUR 0.50 per share). The proposed dividend payout lump-sum amounts. The others are defined retirement plans for fiscal 2013 is EUR 0.40 per share. Proposed dividend with a pension paid from retirement until death. The amounts to payouts for no-par-value shares that require AGM approval be paid are based on the respective employee’s ranking (both were not recognized as a liability at December 31. Refer to the with respect to salary as well as hierarchy) as well as her/his statement of changes in equity for further details on equity. years of service to the company. JJ Authorized Capital 2012 I At the parent company, pension commitments due to enter into On May 22, 2012 at the AGM, the Executive Board was effect as of retirement age also exist vis-à-vis Executive Board authorized to increase the company’s share capital by May 21, members as well as former executives and Executive Board 2017, subject to the approval of the Supervisory Board, by members. contributions and/or contributions in kind, in full or in partial For the remaining domestic and foreign companies, the amounts, on one or several occasions, however at the most schemes partly provide for a lump-sum payment which is based by a maximum of EUR 17,535,000.00 (in words: seventeen on the salary at retirement age multiplied by a factor based million five hundred and thirty-five thousand euros) (Authorized on years of service with the company, and partly for pension Capital 2012 I). payments from retirement until death based on earnings for employees who fulfill the time-of-service requirements, which JJ Rights, preferential rights and restrictions on shares differ from country to country. There are pool agreements between some shareholders and companies of the Wacker family on the one hand, and companies The defined benefit plans are partly financed by liability and shareholders of the Neunteufel family on the other, which insurance. There are also pension commitments that are not essentially regulate the exercise of voting and petition rights at financed by liability insurance or funds, where the Group the AGM and restrict the transfer of shares. A pool agreement pledges to make future payments when the pension payouts also exists between a shareholder of the Neunteufel family and are due. This primarily refers to pension commitments governed Mr. Martin Lehner that permits the Neunteufel shareholder to by the legal framework of individual countries (adjustments to exercise the voting rights attributable to the Mr. Lehner’s shares. pensions, for example). For detailed information, please refer to the Management Report “Restrictions affecting voting rights or the transfer of shares”. Foreign affiliates also have defined contribution plans. In such cases, the individual company makes contributions to the respective pension insurance schemes either because of legal requirements or contracted agreements. There is no further obligation for the company beyond these payments. The periodic contributions are recognized as an expense under profit before interest and tax (EBIT) in the respective year. Consolidated Financial Statements issuing up to 17,535,000 new, registered shares against cash 126 Wacker Neuson SE | Annual Report 2013 The actuarial valuation is based on the following assumptions: The changes in the present value of pension obligations and of plan assets are as follows: in 2013 2012 in € K Actuarial assumptions1 Discount rate % 3.51 3.48 Salary trends % 0.39 0.41 Pension trends % 1.97 1.94 % 3.51 3.48 Expected return on plan assets Healthcare cost trends % Retirement age Years 1 4.50 4.5 64 63 2013 2012 42,440 36,584 766 981 1,444 1,557 -206 539 Changes in the present value of pension obligations Balance at January 1 Current service costs Interest expense New valuations: Actuarial gains/losses - from changes to demographic Weighted average of the individual benefit schemes. assumptions - from changes to financial Pension obligations are distributed as follows: in € K assumptions 2013 2012 funded 19,777 17,662 Fair value of plan assets -8,014 -6,746 11,763 10,916 not funded 23,852 24,778 Shortfall in all pension obligations 35,615 35,694 0 130 35,615 35,824 Fair value of pension obligations, Shortfall in pension obligations, funded Fair value of pension obligations, Pension obligations 4,452 947 -88 Changes in exchange rate -173 -20 -1,762 -1,549 154 -16 43,629 42,440 2013 2012 Paid benefits Past service cost Balance at December 31 in € K Plans with surplus/minimum funding requirement 19 Experience adjustments Changes in fair value of plan assets Balance at January 1 6,747 5,898 Interest income 266 261 Changes in exchange rate -72 8 -179 106 New valuations: in € K 2013 2012 Provisions for pension plans, not funded Experience adjustments Employer’s contributions 23,852 24,778 fully or partly funded 19,777 17,662 Total 43,629 42,440 Provisions for pension plans, Payouts Balance at December 31 in € K 1,412 595 -160 -121 8,014 6,747 2013 2012 35,615 35,693 Other 0 94 Plan surplus 0 37 35,615 35,824 Financing status Accruals for pensions at December 31 Notes to the Consolidated Financial Statements Plan assets include pension liability insurance where future in € K payments are pledged in favor of the entitled recipient. Pension Due in 2014 1,757 liability insurance schemes are not listed on an active market. Due in 2015 1,876 The fair value of plan assets amounts to EUR K 8,014 (previous Due in 2016 1,998 year: EUR K 6,747). Due in 2017 2,144 Due in 2018 2,275 127 The average term of a defined benefit obligation was 14.4 years at the close of the reporting period (previous year: 13.4 years). The following overview shows the sensitivity of key actuarial The investment strategy for plan assets is designed to achieve a assumptions: sufficient return on investment in connection with contributions to enable the company to manage the financing risk from pension obligations appropriately. The actual contributions may differ from the investment strategy as a result of changing economic conditions. Pension expenses are as follows: 2013 2012 766 981 obligations 1,444 1,557 Net interest -266 -261 154 -16 Current service costs on para in % Sensitivity meters meters Discount rate 3.51 +/- 1.00% -5,812 6,776 Salary trends 0.39 +/- 0.50% 129 -42 Pension trends 1.97 +/- 0.50% 2,541 -2,257 obligations would develop if the individual actuarial assumptions changed. The sensitivity is only determined following the projected unit credit method. This involves determining and displaying the impact of a change to individual actuarial Pension expense from defined benefit plans on para in € K The sensitivity analysis shows how the value of pension Interest expense for pension Past service cost Decrease in valuati- 2,098 2,261 616 635 pension insurance schemes 14,587 12,984 Total pension expense 17,301 15,880 assumptions, while all other assumptions remain unchanged. Pension expense from defined contribution plans The following risks arise for the Group from pension commitments: Total contributions to statutory JJ A reduction in the discount rate results in a rise in pension obligations. JJ Interest expense ensuing from pension obligations is recognized An increase in life expectancy results in a rise in pension obligations. in the financial result. The remaining pension expense is part of personnel costs shown in the appropriate functional line of the The following actual return on plan assets was recognized for income statement. fiscal years 2013 and 2012: The valuation date for the current value of plan assets and the in € K present value of obligations is December 31 for each year. The Actual return on plan assets 2013 2012 81 368 base value for the calculation of unaccrued interest concerning pension obligations is the present value of obligations as of January 1. The base value for the anticipated return on plan The following table shows the effects of a one percentage point assets is the current value as per January 1. Transfers during increase or reduction in healthcare costs: the year are accounted for on a pro-rata basis. in € K The contributions expected to be made to German plan assets in 2014 amount to EUR K 1,513 (previous year: EUR K 1,299). for the next five years: Reversals 198 -162 176 -145 Effect on the present value of pension obligations The following overview shows the projected pension pay-outs Additions 2013 2012 Effect on the present value of pension obligations Consolidated Financial Statements in € K Increase in valuati- 128 Wacker Neuson SE | Annual Report 2013 The present value of obligations as well as pension pay-outs and reevaluations are distributed as follows across pension obligations and healthcare contributions: in € K 2013 2012 34,235 34,457 1,380 1,367 35,615 35,824 766 867 0 114 766 981 953 4,659 Provisions for pensions recorded in the balance sheet Pension obligations Healthcare Total Pension expenses listed under EBIT Pension obligations Healthcare Total New valuations Pension obligations Healthcare Total -8 138 945 4,797 The following information applies to the period 2009 through 2013: Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2013 2012 2011 2010 2009 43,629 42,440 36,584 36,826 30,158 in € K Present value of performance-oriented obligations Fair value of the plan assets Shortfall in pension obligations Dec. 31, 8,014 6,747 5,898 5,301 4,847 35,615 35,693 30,686 31,525 25,311 947 -88 575 276 194 -179 106 494 -188 -62 Experience adjustments of plan liabilities of plan assets 19 Other provisions The provisions are as follows: Balance in € K Balance Jan. 1, 2013 Currency Utilization Additions Reversals Dec. 31, 2013 Warranties 8,971 -185 3,301 3,457 630 8,312 Obligations towards employees 4,766 -96 1,793 3,630 169 6,338 454 -3 423 464 28 464 Provisions Professional fees Litigation costs Other provisions Total 471 -9 112 139 138 351 1,175 -26 733 1,262 312 1,366 15,837 -319 6,362 8,952 1,277 16,831 Notes to the Consolidated Financial Statements Balance in € K 129 Balance Jan. 1, 2012 Currency Utilization Additions Reversals Dec. 31, 2012 11,825 -56 6,475 4,426 749 8,971 4,766 Provisions Warranties 5,885 -4 3,068 2,049 96 Professional fees Obligations towards employees 313 -1 226 472 104 454 Litigation costs 591 -8 260 260 112 471 Other provisions Total 696 -18 499 1,123 127 1,175 19,310 -87 10,528 8,330 1,188 15,837 The due dates of the above provisions are distributed as follows: in € K Short-term (< 1 year) Long-term (> 1 year) Balance Dec. 31, 2013 Warranties 7,637 675 8,312 Obligations towards employees 6,338 3,648 2,690 Professional fees 464 0 464 Litigation costs 136 215 351 1,063 303 1,366 Total Other provisions 12,948 3,883 16,831 in € K Short-term (< 1 year) Long-term (> 1 year) Balance Dec. 31, 2012 Provisions Warranties 8,422 549 8,971 Obligations towards employees 3,146 1,620 4,766 454 0 454 Professional fees Litigation costs 57 414 471 Other provisions 725 450 1,175 12,804 3,033 15,837 Total The increase in discounts for non-current provisions from of acquiring the securities amounts to EUR K 2,286 (previous December 31, 2012 through December 31, 2013 amounted to year: EUR K 129) and the fair value at December 31, 2013 was EUR K 50 (previous year: EUR K 41) for obligations towards EUR K 2,448 (previous year: EUR K 135), of which EUR K 2,448 employees based on the applicable assessment basis. is offset (previous year: EUR K 135). Group obligations from employee work accounts are offset The Group has not created any environmental provisions. against securities classified as assets, which are created in order to secure these claims. Obligations from work accounts Other provisions include restructuring costs and default risks in amount to EUR K 2,448 (previous year: EUR K 135). The cost conjunction with financing options for dealers. Consolidated Financial Statements Provisions 130 Wacker Neuson SE | Annual Report 2013 20 Financial liabilities Financial liabilities comprise the amounts recognized under the balance sheet items long-term financial borrowings EUR K 130,594 (previous year: EUR K 134,807); short-term borrowings from banks EUR K 61,698 (previous year: EUR K 97,853); and current portion of long-term financial borrowings EUR K 428 (EUR K 437). The following table shows the remaining contractual periods of the financial liabilities at December 31, 2013 together with the estimated interest payments. These are undiscounted gross amounts which include the estimated interest payments. in € K Dec. 31, 2013 Up to 1 year 1 to 5 years Over 5 years 73,944 62,465 9,446 2,033 136,986 3,797 102,203 30,986 200 101 99 0 Total 211,130 66,363 111,748 33,019 in € K Over 5 years Borrowings from banks Schuldschein loan agreements Liabilities from finance leases Dec. 31, 2012 Up to 1 year 1 to 5 years Borrowings from banks 114,884 98,743 13,693 2,448 Schuldschein loan agreements 140,671 3,797 104,812 32,062 Liabilities from finance leases Total 331 129 202 0 255,886 102,669 118,707 34,510 Borrowings from banks Borrowings from banks include the following items: Dec. 31, 2013 Interest rate Borrowings from banks in € K Interest rate as a percentage type Due dates Long-term loan 3,883 6.00 fixed > 1 year in annuities by 2017 Subtotal on fixed interest rate loans 3,883 Loan to purchase a tract of land 6,666 6 mo. Euribor + 1.85 variable January 1, 2016 Money market loans in EUR 1,676 0.1– 3.9 variable < 1 year Money market loans in EUR 44,788 Euribor + (0.80–0.99) variable < 1 year Money market loans in USD 195 1.42 variable < 1 year Money market loans in PLN 9,629 3.30 variable < 1 year Loans in Brazilian reals 1,912 13.60 variable EUR K 1,912 < 1 year Loans in Brazilian reals 668 13.60 variable EUR K 668 > 1 year Loans in Chilean pesos 3,500 8.52 variable < 1 year Subtotal on variable interest rate loans 69,034 Total 72,917 Notes to the Consolidated Financial Statements Dec. 31, 2012 Interest rate Borrowings from banks in € K Interest rate as a percentage type Due dates Long-term loan 4,191 6.00 fixed > 1 year in annuities by 2017 Subtotal on fixed interest rate loans 131 4,191 Loan to purchase a tract of land 10,000 6 mo. Euribor + 1.85 variable January 1, 2016 Money market loans in EUR 74,789 Euribor + (0.80–0.95) variable < 1 year Money market loans in USD 15,158 1.42 variable < 1 year Loans in Brazilian reals 3,903 8.30 variable EUR K 3,903 < 1 year Loans in Brazilian reals 1,230 8.30 variable EUR K 1,230 > 1 year Loans in Chilean pesos 3,877 7.56–8.40 variable < 1 year Can be terminated each year 126 Subtotal on variable interest rate loans 109,083 Total 113,274 2.00 variable on March 31 Refer to item 30 “Risk management” in these Notes for in € K information on the sensitivity of interest risks associated with First credit line EUR (Euribor + 0.85%) variable-interest borrowings. Second credit line EUR/USD (3 mo. Euribor + 0.80%/ 2012 26,314 USD Libor + 1%) 33,897 The following table lists the credit lines that have been Third credit line USD 18,190 confirmed in writing but were not utilized by Wacker Neuson SE: Fourth credit line EUR 44,968 Fifth credit line EUR 10,000 Sixth credit line EUR 20,000 in € K First credit line EUR (Euribor + 0.85%) 2013 25,440 Second credit line EUR/USD (3 mo. Euribor + 0.80%/ USD Libor + 1%) 25,153 Third credit line USD 17,048 Fourth credit line USD 14,502 Fifth credit line EUR 30,371 Sixth credit line EUR 308 Seventh credit line EUR 15,000 Eighth credit line EUR 44,940 Ninth credit line EUR 25,000 Tenth credit line EUR 19,978 Eleventh credit line EUR (2%) 16,586 Twelfth credit line BRL Thirteenth credit line TRY Fourteenth credit line BRL Seventh credit line EUR (2%) 4,804 Eighth credit line BRL 2,416 Ninth credit line ZAR 45 Tenth credit line TRY 100 Eleventh credit line EUR 18 Twelfth credit line EUR 300 Thirteenth credit line RSD 455 Total 161,507 The book values of borrowings from banks with variable and fixed interest rates were reported in the following currencies (equivalent in EUR): 1,769 117 1,177 in € K Euro 2013 2012 57,012 89,106 Fifteenth credit line EUR 300 USD (USA) 195 15,158 Sixteenth credit line RSD 61 BRL (Brazil) 2,581 5,133 828 CLP (Chile) 3,500 3,877 Seventeenth credit line CLP Eighteenth credit line EUR Total 10,000 248,578 PLN (Poland) Total 9,629 0 72,917 113,274 The fair value for the Schuldschein loan agreement amounted to EUR K 124,305 at December 31, 2013 (previous year: EUR K 127,351); the fair value was measured in line with hierarchy level 3. All other fair values of financial liabilities are reasonable approximations of the book values. Consolidated Financial Statements Export incentive credit line 132 Wacker Neuson SE | Annual Report 2013 21 Trade payables Schuldschein loan agreement In the previous year, two tranches of a Schuldschein loan agreement were issued: As of December 31, 2013, trade payables (at book value) were broken down as follows: Dec. 31, Dec. 31, 2013 2013 Total Interest nominal rate value as a % in € K in € K Due date 2012 44,702 51,143 Book value due < 30 days 35,627 41,613 8,804 9,227 271 303 Dec. 31, 2013 Dec. 31, 2012 Book value due 30–90 days Schuldschein Book value due > 90 days loan agreement – Tranche I 2013 Trade payables 89,715 3.00 February 2017 29,888 3.66 February 2019 Schuldschein Interest does not accrue on trade payables. loan agreement – Tranche II Total 119,603 22 Other current liabilities Liquid funds payable from the Schuldschein loan agreement in € K refer to annual interest through 2017 on the first tranche Other accruals/deferrals 19,603 18,982 amounting to EUR 2.7 million and a repayment in the amount Liabilities to customers 1,159 696 of EUR 90 million to be made on February 27, 2017. For the Misc. other current financial 1,449 1,992 30 0 second tranche, annual interest payments in the amount of liabilities EUR 1.1 million are to be made through 2019 and a repayment Derivatives in the amount of EUR 30 million is due on February 27, 2019. Financial covenants Financial covenants exist for the following financial instruments of Wacker Neuson SE: JJ Schuldschein loan agreement The Schuldschein loan agreement is subject to financial covenants customary in the market, for example, cross default, negative pledge and change of control clauses. A minimum equity ratio of 30 percent has been agreed as a binding Other current financial liabilities 22,241 21,670 Personnel accruals/deferrals 16,315 16,142 10,916 9,400 Tax accruals/deferrals and tax liabilities Sales tax liabilities 7,803 5,709 Advance payments received 1,923 1,774 561 743 liabilities 37,518 33,768 Total 59,759 55,438 Other Other current non-financial financial covenant. The covenants were observed in the fiscal year under review. The other accruals in 2013 mainly consist of costs for preparing the Annual Financial Statements and outstanding invoices. The fair values of the short-term borrowings are reasonable approximations of the book values. Notes to the Consolidated Financial Statements 133 23 Derivative financial instruments Derivative financial instruments not treated according to hedge accounting criteria The derivatives concluded to hedge future foreign-exchange transactions (underlying transaction) and to hedge interest rates 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 amounts and market values of derivative financial instruments (interest rate caps and foreign exchange forward contracts) are recognized as follows as per December 31, 2013 and December 31, 2012: in € K Dec. 31, 2013 Nominal value Market value Dec. 31, 2012 Nominal value Market value Assets Currency hedges 435 4 0 0 Interest hedges 24,502 0 21,369 0 Total 24,937 4 21,369 0 Currency hedges 21,120 30 0 0 Total 21,120 30 0 0 Changes in the values of the underlying transactions that offset each other are not included when calculating the fair value of the derivative financial instruments. Thus, they do not represent the value that the companies would jointly realize from the hedged item and hedge instrument under current market conditions. The book values of derivatives correspond to the fair 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. Consolidated Financial Statements Liabilities 134 Wacker Neuson SE | Annual Report 2013 Refer to item 26 “Additional information on financial instruments” in these Notes for information regarding net profits and losses from these financial instruments. in € K Up to 1 year 1 to 5 years Over 5 years Nominal value Assets Currency hedges 435 0 0 Interest hedges 14,502 10,000 0 Total 14,937 10,000 0 Currency hedges 21,120 0 0 Total 21,120 0 0 Liabilities Notes to the Consolidated Financial Statements Other information 25 Other financial liabilities 24 Contingent liabilities a) Obligations for equipment rental and service 135 The terms of the obligations for rental equipment and service contracts are as follows: Contingent liabilities, on the one hand, represent possible obligations that may be incurred depending on the outcome of a future event or events which are of an uncertain nature in € K Dec. 31, 2013 Dec. 31, 2012 and not wholly within the control of the company. On the other Obligations due within 1 year 12,515 12,125 hand, contingent liabilities represent present obligations for Obligations due in 1 to 5 years 16,544 18,349 which payment is not probable or the amount of the obligation Obligations due in more than 5 years cannot be determined with sufficient reliability. Total 5,705 7,553 34,764 38,027 The Group has undersigned the following guarantees: b) Lease obligations in € K Guarantees Dec. 31, 2013 Dec. 31, 2012 1,521 3,636 Finance lease obligations When the Group is the lessee Finance lease contracts mainly concern the purchase of office Furthermore, the Group is liable to the amount of EUR 4.1 million and other equipment and the purchase of real estate. (previous year: EUR 4.1 million) in connection with a contract The following table lists the net book values of the relevant assets at the closing date: in € K Office and other equipment Dec. 31, 2013 Dec. 31, 2012 22 112 Buildings 640 639 Total 662 751 Lease contracts for office and other equipment contain, for the most part, a purchase option at the end of the basic term of the lease which is also to be exercised. The real-estate finance lease contract concerns the leasing of a self-occupied administration building by the Hungarian affiliate, Wacker Neuson Kft., which runs until 2015. Consolidated Financial Statements with the city of Munich to develop a property. 136 Wacker Neuson SE | Annual Report 2013 Future minimum lease payments and their present values are presented in the following table: in € K 2013 Future minimum lease payments (nominal) Up to 1 year 1 to 5 years Over 5 years Total 107 105 0 212 Less discount -6 -6 0 -12 Present value 101 99 0 200 Up to 1 year 1 to 5 years Over 5 years Total 136 214 0 350 Less discount -7 -12 0 -19 Present value 129 202 0 331 Discount rate in € K 2012 Future minimum lease p ayments (nominal) Discount rate 5.95% 2–8% Notes to the Consolidated Financial Statements 137 Operating leases When the Group is the lessee To the extent that a Group 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 2013 Up to 1 year 1 to 5 years Over 5 years Total 3,124 4,568 43 7,735 Up to 1 year 1 to 5 years Over 5 years Total 3,160 3,315 46 6,521 Future minimum lease payments (nominal) in € K 2012 Future minimum lease payments (nominal) In 2013, a total of EUR K 4,099 (previous year: EUR K 4,421) for operating lease agreements was expensed. When the Group is the lessor The Group has concluded lease agreements with its customers can be terminated at any time and as such it is not possible to specify minimum lease payments. During the period under review, conditional lease payments amounting to EUR K 1,756 (previous year: EUR K 910) were recorded as income. c) Obligations resulting from investment decisions/ takeback obligations Financial obligations ensuing from construction and investment projects amounting to EUR K 2,907 (previous year: EUR K 3,718) and from takeback obligations amounting to EUR K 1,131 (previous year: EUR K 785) exist. In addition, unconditional purchase commitments amounting to EUR K 140,418 also exist (previous year: EUR K 99,114). Consolidated Financial Statements for the commercial rental of its equipment. These agreements 138 Wacker Neuson SE | Annual Report 2013 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. 2013 Fair value in € K 2013 Book value Initial disclosure Held for trading Held for sale Loans and receiv ables Hedges Held to maturity Leases and others (book value) IAS 39 classification (book value) Measured at fair value recognized in the income statement Measured at fair value with changes recognized in equity At residual book value Assets Other non-current financial assets Trade receivables 10,457 10,457 0 0 1,554 0 8,903 0 0 163,953 163,953 0 0 0 0 163,953 0 0 2,091 2,091 0 4 0 0 2,087 0 0 15,533 15,533 0 0 0 0 15,399 0 134 Other current financial assets Cash and cash equivalents in € K 2013 Fair value 2013 Book value Initial disclosure Held for trading At residual book value Hedges Leases and others (book value IAS 39 classification (book value) Measured at fair value with Measured at fair value changes recognized in the income At amortized recognized statement cost in equity Liabilities Long-term borrowings 135,295 130,594 0 0 130,495 0 99 Trade payables 44,702 44,702 0 0 44,702 0 0 Short-term borrowings from banks 61,689 61,698 0 0 61,698 0 0 428 428 0 0 327 0 101 22,241 22,241 0 30 22,211 0 0 Current portion of long-term borrowings Other short-term financial borrowings Notes to the Consolidated Financial Statements 2012 Fair value in € K 2012 Book value Initial isclosure d Held for trading Held for sale Hedges Loans and receiv ables Held to maturity 139 Leases and others (book value) IAS 39 classification (book value) Measured at fair value recognized in the income statement Measured at fair value with changes recognized in equity At residual book value Assets Other non-current financial assets Trade receivables 9,923 9,923 0 0 1,599 0 8,324 0 0 147,838 147,838 0 0 0 0 147,838 0 0 3,118 3,118 0 0 0 0 3,118 0 0 18,867 18,867 0 0 0 0 18,707 0 160 Hedges Leases and others (book value Other current financial assets Cash and cash equivalents in € K 2012 Fair value 2012 Book value Initial isclosure d Held for trading At residual book value IAS 39 classification (book value) Measured at fair value recognized in the income statement Measured at fair value with changes At amortized recognized in cost equity Long-term borrowings 142,666 134,807 0 0 134,605 0 202 Trade payables 51,143 51,143 0 0 51,143 0 0 Short-term borrowings from banks 97,853 97,853 0 0 97,853 0 0 437 437 0 0 308 0 129 21,670 21,670 0 0 21,670 0 0 Current portion of long-term borrowings Other short-term financial borrowings Consolidated Financial Statements Liabilities 140 Wacker Neuson SE | Annual Report 2013 The following table shows the net profits and losses from Total interest income (EUR K 110; previous year: EUR K 349) and financial instruments based on valuation categories. It does not total interest expense (EUR K 5,774; previous year: EUR K 5,537) include the effects on income of finance leases or of derivatives was recognized for financial assets and liabilities (calculated that qualify for hedge accounting as these are not allocated to using the effective interest method) that were not valued at fair any valuation categories set down in IAS 39. Similarly, interest value through profit or loss. and dividends have not been recognized on the net profits and Financial instruments in the form of foreign-currency trade losses from financial instruments. receivables and payables are valued at the relevant spot in € K Loans and receivables 2013 2012 rates applicable on the balance sheet dates. This resulted in -2,174 -888 proceeds to amounting to EUR K 71 (previous year: expense -4,120 37 of EUR K 345), which are reported in the cost of sales. Refer to Financial liabilities measured at amortized cost items 2 and 4 “Other income” and “Other operating expenses” in these Notes for information on exchange rate fluctuations Net gain/loss in the category “loans and receivables” results and adjustments to monetary holdings. from allowances for doubtful accounts on trade receivables. The table below shows the financial instruments subsequently The gains and losses from adjustments to the fair value of valued at fair value. Refer to the section on accounting derivatives that do not meet hedge accounting criteria are and valuation methods for information on how fair value is included in the category of “assets held for trading”. categorized (into hierarchical levels) in accordance with IFRS 13. in € K Level 1 Level 2 Level 3 Dec. 31, 2013 0 4 0 4 1,554 0 0 1,554 0 30 0 30 Level 1 Level 2 Level 3 Dec. 31, 2012 0 0 0 0 1,599 0 0 1,599 0 0 0 0 Financial assets categorized “measured at fair value recognized in the income statement” Non-hedged derivatives Financial assets categorized “measured at fair value not recognized in the income statement” Securities Financial liabilities categorized “measured at fair value recognized in the income statement” Non-hedged derivatives in € K Financial assets categorized “measured at fair value recognized in the income statement” Non-hedged derivatives Financial assets categorized “measured at fair value not recognized in the income statement” Securities Financial liabilities categorized “measured at fair value recognized in the income statement” Non-hedged derivatives Notes to the Consolidated Financial Statements The methods and assumptions used to determine the fair 27 141 Events since the balance sheet date values were as follows: On February 14, 2014, the Swedish affiliate Wacker Neuson AB Long-term fixed and variable rate receivables/borrowings acquired the company Skanska Mark och Exploatering Bygg are evaluated by the Group based on parameters including Invest AB. This is not an operational company; however, it owns interest rates, country-specific risk factors, the creditworthiness real estate on which the Swedish affiliate intends to build its of individual customers and the risk profile of the financed future headquarters. It will be merged shortly with the Swedish project. Based on this evaluation, allowances for doubtful affiliate. A contract for work and services to construct the new accounts are made to account for the expected losses from headquarters was signed at the same time. these receivables. As of December 31, 2013, the book values of these receivables, less allowances for doubtful accounts, There have been no other events since the reporting date corresponded approximately to their calculated fair values. that could have a significant impact on the Group’s earnings, financials and assets. The fair value of financial assets available for sale is derived from quoted prices on active markets. 28 Segmentation counterparties, principally financial institutions with a high credit Division and determination of operating segments rating. Derivatives valued by applying an evaluation process with The internal organizational structure and management structure input parameters observable on the market primarily include as well as the internal reports to the Executive Board and forward exchange contracts. The most frequently used evaluation Supervisory Board, which are based on geographic segments, methods include forward price models using present value form the basis for determining the operating segments of the calculations. The models incorporate various inputs including the company. For information regarding geographical segmentation credit standing of the business partner, spot exchange rates and of affiliates, please refer to the section on consolidation forward exchange rates. structure (see the general information on accounting standards/ consolidation structure). According to this structure, the The fair values of the Group’s interest-bearing loans are affiliates are geographically grouped into regional markets determined using the discounted cash flow method. The (Europe, Americas and Asia-Pacific). Reporting is also carried discount rate used reflects the borrowing rate of the issuer at out internally according to business segments. This exclusively the close of the period under review. The Group’s own risk of deals with revenue. Company management will therefore non-performance was classified as low at December 31, 2013. continue to focus on geographical segments. In the period under review, no segmentation changes were made. Products and services of operating segments The products and services offered by the geographic operating segments can be divided into light equipment, compact equipment and services. The light equipment business segment covers the manufacture and sale of light equipment weighing up to 3 tons in the business fields of concrete technology, compaction and worksite technology. The compact equipment business segment covers the manufacture and sale of compact machinery weighing up to 15 tons. Consolidated Financial Statements The Group concludes derivative financial instruments with various 142 Wacker Neuson SE | Annual Report 2013 The services business segment houses the company’s activities due to foreign exchange rate fluctuations, these are reported in the business fields spare parts, maintenance, financing and separately. The determination of cash flow from operating used equipment. activities was derived using the indirect method. Segment valuation methods Current liquid funds comprise cash and cash equivalents that Segment valuation methods are based on the valuation methods are as reported on the balance sheet. Short-term borrowings used in internal reporting. Internal reporting is carried out from banks in the Group cash pool were offset against cash and exclusively in line with the valid IFRS standards as applicable. cash equivalents. Transactions between the individual Group segments are based on prices that also apply to third-party transactions. in € K Cash deposits Petty cash Reporting format Segment reporting is covered in a separate Note. Bank balances Liabilities from group cash pool Total Dec. 31, 2013 Dec. 31, 2012 134 161 32,528 42,537 3,003 3,341 -20,132 -27,172 15,533 18,867 Internal reporting reveals segment revenue and segment earnings, expressed as EBIT. EBITDA is also disclosed as a profit indicator. Non-cash operating expenses and income as well as gains or losses on the sale of property, plant and equipment have been The figures for working capital and net financial debt are eliminated from the cash flow from operating activities. also derived from internal reporting and included in external segment reporting for operating segments as segment assets The item “Book value from the disposal of rental equipment” and segment liabilities. Working capital comprises inventory recognized in the cash flow from operating activities includes plus trade receivables minus trade payables. Net financial debt the book values of rental equipment formerly recognized under refers to long-term financial borrowings, short-term borrowings fixed assets and reclassified on sale of the equipment as from banks and the current portion of long-term financial current assets. borrowings less cash and cash equivalents. Cash flow from investment activities comprises the cash outlay The operating segments are reported after elimination of for intangible assets and property, plant and equipment. transactions that have taken place within segments. The consolidation column thus contains only the eliminated Cash flow from financing activities contains payments received transactions that took place between operating segments. from and made to shareholders. It also contains payments resulting from borrowing and repayment of debt. Revenue from external customers, categorized according to products and services, are recognized at company level. No individual customer accounted for more than 10 percent of 30 Risk management Group revenue. Capital management The main aim of the Group’s capital management policy is to 29 Cash flow statement maintain a high equity ratio to support business activities. The cash flow statement is prepared in accordance with IAS 7. The Group actively controls and modifies its capital structure The cash flow statement reports cash flows resulting from in line with changing market dynamics. The goal of the operating activities, from investing activities as well as from capital management policy is to secure the Group’s business financing activities. Insofar as changes in liquid funds are and investment activities in the long term. To maintain a Notes to the Consolidated Financial Statements suitable capital structure, the Group can propose changes to The Group finance department is responsible for risk dividend payments to shareholders or issue new shares. As management in accordance with the rules and guidelines of December 31, 2013 and December 31, 2012, no changes approved by the Executive Board. It identifies, evaluates were made to objectives, guidelines or procedures within and hedges against financial risks in close cooperation with the framework of the capital structure control policy. The the operating units of the Group. The Executive Board sets Group monitors its capital using net financial debt resulting guidelines for risk management as well as fixed policies for from current net financial liabilities and non-current financial specific areas of risk. These include dealing with foreign liabilities as an indicator. currency risks, interest rate risks and credit risks. The minimum capital requirements for equity stipulated under The guidelines also specify how derivative and other financial German stock legislation have been fulfilled. Equity is subject to instruments and liquidity surpluses are to be used. 143 an external minimum capital requirement of 30 percent under the terms of a Schuldschein loan agreement. For further information, Currency risks please refer to item 20 “Financial liabilities” in these Notes. Currency risks arise from expected future transactions, assets and liabilities reported in the balance sheet, as well as from in € K Dec. 31, 2013 Dec. 31, 2012 62,126 98,290 currency (EUR). Exchange risks are naturally hedged by 61,698 97,853 offsetting receivables against payables in a given currency. 428 437 (without provisions) 130,594 134,807 is therefore a foreign currency that represents a significant Total equity before minority interests 935,481 914,658 potential currency risk for financial instruments. If the USD/EUR 1,128,201 1,147,755 exchange rate increased or decreased by 5 percent, changes in Current financial liabilities Short-term financial liabilities net investments in a currency that diverges from the functional Current portion of long-term financial liabilities Total capitalization Two major manufacturing affiliates prepare their balance sheets in US dollars. From the Group’s perspective, the US dollar Non-current financial liabilities in € K Current net financial liabilities Short-term liabilities Dec. 31, 2013 Dec. 31, 2012 46,593 79,423 62,126 98,290 in US dollars would have the following impact on profit before tax and equity: less liquid funds -15,533 -18,867 USD currency trends as a % Net financial debt 177,187 214,230 Impact on profit before tax (EBT) 46,593 79,423 Current net financial liabilities plus non-current financial liabilities 130,594 134,807 2013 2012 +5.00/-5.00 +5.00/-5.00 in € K -4,538/5,016 1,236/-1,366 Impact on equity in € K -4,538/5,016 1,236/-1,366 Financial risk factors Group profit was hardly affected by exchange rate fluctuations Due to the global scope of its operations, the Group is exposed arising from the international flow of goods due to natural to various financial risks, including foreign currency risks, credit currency hedging, in particular with regard to the euro/US dollar. risks, liquidity risks and interest rate risks. The comprehensive In 2013, the average EUR/USD exchange rate was EUR 1 to risk management policy of the Group is focused on the USD 1.33 (previous year: EUR 1 to USD 1.29). The Group uses unpredictability of developments in financial markets and derivative financial instruments to hedge other currencies. aims to minimize any potential negative impact on the Group’s financial position. It is the general policy of the company to The Group is also subject to currency risks from individual reduce these risks through systematic financial management. transactions resulting from purchases and sales executed by a The Group employs selective derivative financial instruments to Group member in a currency other than the functional currency. hedge against certain risks. Consolidated Financial Statements the financial assets and liabilities reported in the balance sheet 144 Wacker Neuson SE | Annual Report 2013 Credit risks The Group hedges some of its cash flow against interest The Group is not exposed to any material credit risks (default rate risks arising from borrowings with variable interest rates risks). Contracts for derivative financial instruments and primarily by means of interest rate swaps (payer swaps), which, financial transactions are concluded only with financial taking the prevailing economic climate into consideration, institutions with a high credit rating in order to keep the risk convert the variable interest rate positions into positions with of default by the contracting party as low as possible. The fixed interest rates. book value of financial assets recognized in the Consolidated Financial Statements less impairment represents the maximum Of the total financial liabilities listed in item 20 “Financial liabilities” default risk. For further information on the book value of in these Notes (EUR K 192,720; previous year: EUR K 233,097), financial assets, please refer to item 26 “Additional information EUR K 123,686 (previous year: EUR K 124,014) are attributable to on financial instruments” in these Notes. fixed interest rate liabilities, which are not subject to changes in interest rate, and EUR K 69,034 (previous year: EUR K 109,083) to variable interest rate liabilities. Continued weakness on construction and financial markets in some countries may present certain Group customers with financial difficulties, possibly culminating in insolvency. This The following table shows how the Group’s earnings before would lead to a rise in accounts receivable and a subsequent tax would respond to changes in interest rates that could be increased risk of default. The Group is counteracting the risk reasonably expected to occur based on the impact this would of changes in individual customers’ payment patterns through have on variable interest rate loans (EUR K 69,034; previous our active accounts receivable management policy, partner year: EUR K 109,083) and bank balances (EUR K 154; previous “healthchecks” and tools such as credit hedging. year: EUR K 0) resulting from a Group-wide cash pool system. Interest rate risks The effects on Group earnings before tax also reflect the impact Interest rate risks are caused by market fluctuations in interest on equity. rates. On the one hand, they impact the amount of interest payments for which the Group is liable. On the other hand, they influence the market value of financial instruments. in € K Interest 2013 Impact on profit before tax (increase of 0.20%) Impact on profit before tax (decrease of 0.20%) 154 0.13% 0 0 69,034 2.45% Book value at Dec. 31, 2013 Financial assets with variable interest rates Bank balances cash pool Financial liabilities with variable interest rates Other borrowings from banks Total in € K -138 138 -138 138 Impact on profit before tax (decrease of 0.20%) Book value at Dec. 31, 2012 Interest 2012 Impact on profit before tax (increase of 0.20%) 0 0 0 0 109,083 2.88% -218 218 -218 218 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 JJ Kurt Helletzgruber, businessman, member of the board of the PIN Private Trust (PIN Privatstiftung), Linz, Austria Liquidity risks involve the availability of funds needed to meet payment obligations on time. The company is assured a supply JJ Elvis Schwarzmair, Chairman of the Reichertshofen Works of liquid funds at all times by the lines of credit it is not currently Council and Chairman of the Central Works Council, the using. Liquidity is managed by the Group’s treasury department Group Works Council, and the SE Works Council, Rohrbach, via a Group-wide cash pool system. Refer to item 20 “Financial liabilities” in these Notes for further information on existing 145 Germany JJ credit lines and financial covenants. Hans Haßlach, Chairman of the Kramer-Werke GmbH Works Council, Deputy Chairman of the Group Works council, Deputy Chairman of the SE Works Council, UhldingenMühlhofen, Germany 31 Executive bodies In accordance with the Articles of Incorporation, the terms of Executive Board office of the Supervisory Board members listed above will run In the year under review, the Executive Board comprised until the close of the AGM that tables a resolution to formally four members up to and including March 31, 2013, and three approve the actions taken by Wacker Neuson SE in fiscal 2014. members at the reporting date: The terms may be no longer than six years however. JJ JJ Cem Peksaglam, CEO, responsible for Group strategy, The following members of the Supervisory Board have investor relations/communications, legal matters, real additional supervisory board positions or seats on comparable estate, HR and compliance. supervisory committees for German or foreign commercial Martin Lehner, Deputy CEO, responsible for technology, companies outside of the Wacker Neuson Group: plants, research and development, procurement and quality JJ Oberösterreich Bankaktiengesellschaft, Linz, Austria auditing and IT. JJ Werner Schwind, responsible for sales, rental, logistics, Hans Neunteufel Chairman of the Supervisory Board of Allgemeine Sparkasse Günther Binder, responsible for finance, controlling, Group JJ service, marketing and training. Dr. Matthias Bruse 1) Member of the Supervisory Board of Klöpfer & Königer GmbH & Co. KG, Garching, Germany 2) Member of the Supervisory Board of SURTECO SE, Mr. Werner Schwind stepped down from his position as Buttenwiesen, Germany member of the Executive Board on March 31, 2013. Mr. Cem Peksaglam assumed responsibility for his executive mandates. JJ Kurt Helletzgruber Chairman of the Supervisory Board of HTI High Tech The members of the company’s Executive Board do not Industries AG, St. Marien bei Neuhofen, Austria have any additional Supervisory Board positions or seats on comparable supervisory committees outside of the Wacker For information on the remuneration of the Executive and Neuson Group in Germany or abroad. Supervisory Boards, as well as remuneration of former Board members, please refer to item 32 “Related party disclosures” in Supervisory Board The following members are appointed to the Supervisory Board of Wacker Neuson SE as of the closing date: JJ Hans Neunteufel, engineer, Chairman of the PIN Private Trust (PIN Privatstiftung), in Linz, Austria, Chairman of the Supervisory Board JJ Dr. Matthias Bruse, attorney-at-law and partner at the P+P Pöllath+Partners law firm, Munich, Germany, Deputy Chairman of the Supervisory Board JJ Dr. Eberhard Kollmar, attorney-at-law at the Kollmar, Deby & Sinz Rechtsanwaltsgesellschaft mbH law firm, Munich, Germany, Deputy Chairman of the Supervisory Board these Notes. Consolidated Financial Statements management. JJ 146 Wacker Neuson SE | Annual Report 2013 32 Related party disclosures In the case of the Group, IAS 24 defines a related party necessitating disclosures as shareholders, entities over which 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 receivables Dec. 31, 2013 Current payables Dec. 31, 2013 Expenses for business transactions 2013 Income for business transactions 2013 152 124 558 998 6,365 Relations with shareholders Relations with sister companies 27 16 779 Relations with non-consolidated companies 6 0 0 0 Pension fund 6 0 0 0 Total 191 140 1,337 7,363 in € K Current receivables Dec. 31, 2012 Current payables Dec. 31, 2012 Expenses for business transactions 2012 Income for business transactions 2012 414 236 725 1,291 50 18 1,621 1,648 0 Relations with shareholders Relations with sister companies Relations with non-consolidated companies 0 0 0 41 199 0 3 505 453 2,346 2,942 Pension fund Total 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 the parent company and delivered to the shareholder were valued at EUR K 998 companies that are not included in the consolidation structure (previous year: EUR K 1,291). These were counterbalanced with although the parent company has a shareholding in these goods and services received by the shareholder to the value of entities (see general information on accounting standards/ EUR K 558 (previous year: EUR K 725). The goods and services consolidation structure). The pension fund is matched solely were traded under the terms customary in the market, as with a provision for voluntary support and pension benefits for agreed with third parties. employees both in the year under review and the prior fiscal year. Relations with sister companies and entities over which shareholders have control or significant influence resulted from Total remuneration for the Executive Board in the period under deliveries and rental arrangements between affiliates and entities review amounted to EUR K 4,924 (previous year: EUR K 5,435) over which shareholders have control or significant influence. of which EUR K 1,385 (previous year: EUR K 1,586) was Notes to the Consolidated Financial Statements 147 35 Availing of exemption provisions according to Section 264 (3) and/or Section 264b HGB paid out in connection with termination of employment. Total remuneration for the Supervisory Board for the same period amounted to EUR K 512 (previous year: EUR K 464). At the AGM on May 26, 2011, a resolution was passed to refrain from The following fully consolidated domestic affiliates avail of the itemizing this information in accordance with Section 285 (1) exemptions set down in Section 264 (3) HGB and/or Section No. 9a sentences 5 to 8 in conjunction with Section 314 (2) 264b HGB for fiscal 2013: sentence 2 HGB in conjunction with Section 315a (1) HGB. At the closing date, short-term payables to the Executive Board Company name City in the amount of EUR K 1,600 were outstanding (previous year: Kramer-Werke GmbH Pfullendorf EUR K 1,700). Wacker Neuson Grundbesitz GmbH & Co. KG Pfullendorf Wacker Neuson Grundbesitz Verwaltungs Retirement commitments were agreed upon for members of the GmbH Pfullendorf Executive Board. The value of pension obligations at the end Wacker Neuson Produktion GmbH & Co. KG Munich of the accounting period totaled EUR K 2,320 (previous year: Wacker Neuson PGM Verwaltungs GmbH Munich EUR K 4,404). The decrease in value (repayment) amounted to Wacker Neuson Vertrieb Deutschland EUR K 2,084 (previous year: EUR K 100). The value of pension GmbH & Co. KG Munich obligations is based on pension obligations before netting Wacker Neuson SGM Verwaltungs GmbH Munich with plan assets and before any possible actuarial gains or Wacker Neuson Vertrieb Europa losses that have not yet been recognized. For more detailed information, please refer to item 18 “Provisions for pensions and similar obligations” in these Notes. Due to respective agreements, pension agreements have also GmbH & Co. KG Munich Wacker Neuson SEM Verwaltungs GmbH Munich Weidemann GmbH Diemelsee-Flechtdorf Wacker Neuson Immobilien GmbH Überlingen been closed with former members of the Executive Board. The Munich, March 12, 2014 period totaled EUR K 23,850 (previous year: EUR K 19,754). In the period under review, EUR K 2,052 (previous year: EUR K Wacker Neuson SE 2,321) was paid to former Executive Board members. Executive Board 33 Auditor’s fee Cem Peksaglam The auditor’s fee is disclosed as an expense in fiscal 2013 and (CEO) is broken down as follows: Martin Lehner in € K Auditing services 2013 2012 752 746 Other approval and assessment services 202 114 Tax consultation services 423 292 64 80 Other services Declaration 34 regarding the German Corporate Governance Code The Executive and Supervisory Boards have issued a declaration stating which recommendations of the Government Commission on the German Corporate Governance Code have been and are being adopted. The declaration can be downloaded at any time from the Group website at www.wackerneuson.com. (Deputy CEO) Günther C. Binder Consolidated Financial Statements value of these pension obligations at the end of the accounting 148 Wacker Neuson SE | Annual Report 2013 Responsibility Statement by Management “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, financials and earnings of the Wacker Neuson Group, and the Combined Management Report includes a fair review of the development and performance of the business and the position of the Wacker Neuson Group and Wacker Neuson SE, together with a description of the principal opportunities and risks associated with the expected development of the Wacker Neuson Group and Wacker Neuson SE.” Munich, March 12, 2014 Wacker Neuson SE, Munich Executive Board Cem Peksaglam (CEO) Martin Lehner (Deputy CEO) Günther C. Binder Responsibility Statement by Management Unqualified Auditors’ Opinion 149 Unqualified Auditors’ Opinion The following auditor’s opinion is based on the Consolidated related internal control system and the evidence supporting Financial Statements and Combined Management Report of the the disclosures in the Consolidated Financial Statements and Wacker Neuson Group: the Group Management Report are examined primarily on a sample test basis within the framework of the audit. The audit “We have audited the Consolidated Financial Statements includes assessing the annual financial statements of those prepared by Wacker Neuson SE, Munich, Germany, comprising entities included in consolidation, the determination of the the consolidated income statement, consolidated statement entities to be included in consolidation, the accounting and of comprehensive income, consolidated balance sheet, consolidation principles used and significant estimates made consolidated statement of changes in equity, consolidated cash by management, as well as evaluating the overall presentation flow statement, consolidated segment report and the Notes to of the Consolidated Financial Statements and the Group the Consolidated Financial Statements, together with the Group Management Report. We believe that our audit provides a Management Report, which is combined with the Management reasonable basis for our opinion. Report of the Company, for the reporting period from January 1 through December 31, 2013. The preparation of the Consolidated Our audit has not led to any reservations. accordance with IFRS as adopted by the EU, and the additional In our opinion and based on the findings of our audit, the requirements of German commercial law pursuant to Section Consolidated Financial Statements comply with those IFRS as 315a paragraph 1 HGB are the responsibility of the parent adopted by the EU and the additional requirements of German company’s management. Our responsibility is to express an commercial law pursuant to Section 315a paragraph 1 HGB opinion on the Consolidated Financial Statements and on the and give a true and fair view of the net assets, financial position Group Management Report based on our audit. and results of operations of the Group in accordance with these requirements. The Group Management Report is consistent with We have conducted our audit of the Consolidated Financial the Consolidated Financial Statements and as a whole provides Statements in accordance with Section 317 HGB and a suitable view of the Group’s position and suitably presents the generally accepted German standards for the audit of financial opportunities and risks of future development.” statements promulgated by the “Institut der Wirtschaftsprüfer” (Institute of Public Auditors in Germany). Those standards require that we plan and perform the audit such that Munich, March 12, 2014 misstatements materially affecting the presentation of the net assets, financial position and results of operations in the Ernst & Young GmbH Consolidated Financial Statements in accordance with the Wirtschaftsprüfungsgesellschaft applicable financial reporting framework and in the Group Management Report are detected with reasonable assurance. Knowledge of the business activities and the economic and KellerNöhmeier legal environment of the Group and expectations as to possible Wirtschaftsprüfer Wirtschaftsprüferin misstatements are taken into account in the determination (Public Auditor) (Public Auditor) of audit procedures. The effectiveness of the accounting- Consolidated Financial Statements Financial Statements and the Group Management Report in 150 Wacker Neuson SE | Annual Report 2013 Technical Glossary Compact equipment One of the Group’s strategic business segments. Compact equipment covers machinery weighing up to 15 tons, particularly wheel loaders and telescopic wheel loaders, skid-steer loaders, four-wheel and track dumpers, telescopic handlers as well as mobile and compact excavators. Compaction One of the Group’s business fields in the light equipment segment. Equipment in this field is used for compacting soil and asphalt during the construction of trenches, roads, paths, foundations and industrial buildings. It includes products such as rammers, vibratory plates and rollers. Compatec The Compatec display unit shows the degree of compaction achieved with vibratory plates, helping operators determine when a surface has been sufficiently compacted. Concrete technology One of the Group’s business fields in the light equipment segment. The equipment is used to compact concrete when laying concrete walls, ceilings and floors and includes internal and external vibrators as well as trowels for applying a smooth finish to concrete surfaces. dual power This dual drive system for compact excavators enables conventional diesel-powered excavators to be operated in zero-emissions mode simply by connecting an external electro-hydraulic unit to the excavator’s undercarriage. Dumpers Track- or wheel-based machines in the compact equipment segment primarily used for transporting backfill material. ECO Seal awarded by Wacker Neuson to products that are particularly environmentally friendly (ECOlogy) and cost efficient (ECOnomy). Floor saws Hand-guided saws equipped with a diamond blade. Like cut-off saws, they are mainly used for demolition work. Heavy equipment Large construction machinery which Wacker Neuson defines as having a total weight of over 15 tons. Typically transported to construction sites for specific projects and operated by specially trained employees. Hoftrac ® Compact wheel loaders made primarily for stable/barn and yard work in the agricultural sector. Their compact footprint makes them highly maneuverable and ideal for indoor work. Hoftrac® loaders are significantly narrower and more compact than conventional wheel loaders and have a smaller turning radius. Technical Glossary Hydronic heating Mobile heating equipment to thaw frozen ground, heat buildings and cure concrete at sub-zero equipment conditions, making construction work less dependent on weather conditions (for example in regions 151 with long winters such as Canada, Alaska, Russia and Scandinavia). Internal vibrators Used for concrete compaction, mainly on construction sites. These vibrators comprise eccentric weights driven by an electrical motor, which are encased in a water-tight steel tube so that they can be submerged in fresh concrete. Light equipment One of the Group’s strategic business segments. It covers predominantly hand-held, remote control or ride-on equipment weighing up to 3 tons in the strategic business fields of concrete technology, compaction and worksite technology. Rammers First developed in the 1930s by Wacker Neuson, this pioneering product is used in soil and asphalt compaction, particularly in small spaces and narrow trenches. Rebar technology Part of the concrete technology business field. Rebar tiers are used to knot together the steel bars that reinforce concrete. These devices can tie up to 1,000 knots an hour. Skid steer loaders Small loaders with four wheel drive steering or rubber tracks. They offer excellent maneuverability thanks to their skid steering system. They can also be equipped with a wide range of attachments, making them a flexible option for a wide range of jobs. Telescopic handlers Like wheel loaders, these compact machines are ideal for the construction and agricultural sectors. Telescopic handlers, however, feature a detached cabin and support very high lifting heights despite their compact dimensions. The telescopic arm on the tail provides these machines with a strong lever effect. Trowels Trowels are used to smooth concrete surfaces, in particular freshly poured concrete, for example, in industrial buildings. Vibratory plate Soil and asphalt compaction devices, mainly used to precompact foundation soil and compact paving stones. They travel forwards and backwards, and can also be equipped with remote control technology. Wheel loaders Articulated and all-wheel drive wheel loaders are extreme versatile machines. Thanks to a broad range of attachments and technologies, they are the perfect choice for a host of jobs, including transporting and stacking material. Telescopic wheel loaders feature a telescopic arm, which gives them a greater range and lifting height. Operators are seated in a central position with a clear view of their surroundings. The telescopic boom is positioned directly in front of the cabin. Worksite technology One of the Group’s business fields in the light equipment segment. Products in this business field include generators and lighting equipment for construction site activities as well as equipment used Zero-tail excavators The housing of zero-tail excavators does not protrude over the tracks when the superstructure rotates (360°). Zero-tail excavators can be used directly next to walls as they will not cause any damage when rotating. Further Information to break or cut asphalt such as cut-off saws, floor saws and breakers. 152 Wacker Neuson SE | Annual Report 2013 Financial Glossary 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-interestbearing 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 financing activities disposal of treasury shares/cash outflow from the acquisition of treasury shares and dividend payments. Cash flow from Cash balance resulting from the acquisition of financial, tangible or intangible assets and the investment activities disposal of financial, tangible or intangible assets. Cash flow from operating Cash flow generated from operating activities. activities Corporate governance Sound and responsible management and control of a company with the aim of creating long-term value. Corporate social CSR refers to a company‘s voluntary contribution to sustainable development above and beyond responsibility (CSR) the minimum legal requirements (compliance). Acting as a good corporate citizen, the company explains how it is taking a responsible approach to business (markets), to the environment, to its employees and to communication with key stakeholders. Deferred taxes Differences between the tax base and the carrying amounts in the IFRS accounts in order to disclose tax expense and tax entitlement (actual and deferred) according to IFRS. Derivatives Financial instruments, such as futures and options that derive their value from the value of other financial instruments or an underlying asset. Discounted cash flow (DCF) Valuation method used to estimate the market value by discounting a company’s future cash flows method to their present value. Earnings per share (EPS) EPS is defined as net Group profit for the year divided by the number of shares. EBIT (margin) The earnings before interest and taxes (EBIT) margin is the ratio of EBIT to revenue. Financial Glossary EBT Earnings before taxes (EBT). Economic Value Added (EVA) Indicates whether company value has increased. 153 EVA = ROCE II less WACC, multiplied by average capital employed. The company is producing value if ROCE II exceeds WACC. 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 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 materials 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. Impairment test Intangible assets are subject to an annual impairment test. This involves comparing the carrying amount with the fair value less costs to sell. Fair value is calculated using the discounted cash flow method. Future cash flows are discounted to the respective reporting date. The asset is deemed impaired if the fair value less costs to sell is lower than the carrying value. Key performance indicators KPIs are used to define company targets and measure the extent to which a company is achieving (KPI) its goals. 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 Group tax ratio) Companies active in the same or similar branch or industry. Further Information Peer group 154 Wacker Neuson SE | Annual Report 2013 Purchase Price Allocation A process whereby the purchase price paid for a company is allocated at fair value to the assets, (PPA) liabilities and contingent liabilities acquired. The difference in value is disclosed as goodwill (see entry above). ROA (Return on assets after The ratio between profit for the period before minority interests and the average balance sheet total. tax and before minority interests) ROE (return on equity) This indicator measures the return a company is getting on its equity. It shows the relation between profit for the period (after tax and after minority interests) and equity employed before minority interests. ROE = Profit for the period (after tax and after minority interests) in relation to average equity before minority interests as a % ROCE I (return on ROCE I indicates the efficiency and profit generating ability of capital expenditure within a company. capital employed) ROCE I = EBIT ratio to average capital employed as a % ROCE II (return on ROCE II shows how much return a company realizes on the capital it invests after tax. capital employed) ROCE II = NOPLAT in relation to average capital employed as a % ROS (Return on sales) The ratio between profit for the period after minority interests and revenue. Schuldschein loan Schuldschein loan agreements (“Schuldscheindarlehen”) are bilateral loan agreements unique to the agreements German market. They represent a source of capital market financing similar to bond or syndicated loan financing for issuers with long-term funding needs. Schuldschein loan agreements are typically senior unsecured instruments that pay a fixed or a variable coupon. Unlike bonds, Schuldschein loans are not securities but bilateral, unregistered, (usually) unrated and unlisted loan agreements sold directly to institutional investors. Schuldschein loans are not exchange traded. Swap 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. Financial Glossary Weighted average cost of Indicates the minimum return on capital employed. It is calculated as the weighted average cost of capital (WACC) equity and debt, whereby tax benefits are deducted from the cost of debt. Here, equity is taken at 155 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 Working capital The difference between a company’s current (i.e. within a year) liquid assets and current liabilities. It is thus the part of current assets that is not reserved to meet short-term borrowings and can therefore be used in procurement, production and sales processes. Working capital = Total inventory plus trade receivables minus trade payables. Working capital Return on capital employed to generate revenue. to revenue (Average) working capital to revenue = (average) working capital divided by revenue. The average is calculated by adding the opening and closing balances, and dividing this figure by two. Write-downs Scheduled or one-off write-downs indicating the impairment of an asset. The impairment test in fiscal 2009 resulted in the write-down of goodwill attributable to the Neuson Kramer subgroup in the amount of EUR K 89,540 and a write-down in the amount of EUR K 10,798 attributable to the Neuson brand – a constituent part of the Wacker Neuson name (total impairment losses of EUR 100.3 million). This one-off, non-cash write-down was reflected in the income statement. The portion of the write-down attributable to brand impairment was reversed in fiscal 2011 ( This involves making an upward adjustment to the carrying value of an asset. If the impairment test reveals that the reasons for writing down an asset in a previous accounting period no longer prevail, IAS 36 provides for the reversal of impairment up to the maximum amount of the historic cost under other intangible assets (brands, technologies, customer pool). This reversal is recognized in the income statement. IAS 36 specifically prohibits the reversal of impairment losses for goodwill. Further Information Write-ups write-ups). 156 Wacker Neuson SE | Annual Report 2013 Publishing Details/Financial Calendar Contact Publishing Details Wacker Neuson SE Issued by: Wacker Neuson SE, Katrin Neuffer Department: Corporate Communication / Investor Relations Investor Relations Preussenstrasse 41 80809 Munich, Germany Concept, design and realization: Kirchhoff Consult AG Tel. +49 - (0)89 - 354 02 - 173 Fax +49 - (0)89 - 354 02 - 298 Content: Wacker Neuson SE ir@wackerneuson.com www.wackerneuson.com Financial Calendar 2014 March 31, 2014 Publication of 2013 financial results, press conference, Munich May 13, 2014 Publication of first-quarter report 2014 May 27, 2014 AGM, Munich August 5, 2014 Publication of half-year report 2014 November 11, 2014 Publication of nine-month report 2014 All rights reserved. Valid March 2014. 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 31, 2014. Disclaimer This 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 any way guaranteeing that those expectations will turn out to be accurate. Future performance and the results actually achieved by Wacker Neuson SE and its affiliated companies depend on a number of risks and uncertainties and may therefore differ materially from the forward-looking statements. Many of these factors are outside the Company’s 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 to update any forward-looking statements. 7-Year Comparison in € million 2013 2012 2011 2010 2009 2008 2007 1,159.5 1,091.7 991.6 757.9 597.0 870.3 742.11 Revenue Europe 826.2 776.4 723.9 558.6 465.7 676.2 520.7 Revenue Americas 297.2 276.2 231.0 168.1 103.1 166.9 196.1 36.1 39.1 36.7 31.2 28.2 27.2 25.3 EBITDA 153.4 141.7 162.6 77.8 27.2 (36.7)2 100.9 117.0 Depreciation and amortization -58.6 -56.8 -38.8 -41.1 -140.3 -43.0 -38.1 – -0.8 10.8 – -100.3 – – 94.7 84.9 123.8 36.7 -113.1 (-3.2)3 58.0 78.9 Revenue Revenue Asia-Pacific Of which one-off write-ups/write-downs EBIT EBT 88.0 77.8 120.3 32.7 -115.5 (-5.6)3 55.7 78.2 Profit for the period 61.2 54.1 85.8 23.9 -110.1 (-2.9)3,4 37.4 54.1 4,157 4,096 3,514 3,142 3,059 3,665 3,659 3.1 3.1 3.1 3.3 4.0 3.0 2.9 Number of employees R&D ratio (incl. capitalized expenses) as a % Share Earnings per share in € 0.87 0.77 1.22 0.34 -1.57 0.53 1.1 Dividends per share in € 0.405 0.30 0.50 0.17 0 0.19 0.50 Book value at Dec. 31 in € 13.4 13.1 12.9 11.9 11.3 13.0 13.0 Closing price at Dec. 31 in € 11.5 10.4 9.6 13.0 8.2 6.2 14.6 805.6 725.9 669.8 911.8 575.1 434.2 1,025.4 Gross profit margin as a %6 30.4 30.4 32.6 31.6 30.8 33.7 38.1 EBITDA margin as a % 13.2 13.0 16.4 10.3 4.6 (6.2)2 11.6 15.8 EBIT margin as a % 8.2 7.8 12.5 4.8 -18.9 (-0.5)3 6.7 10.6 Net return on sales (ROS) as a % 5.3 5.0 8.7 3.2 -18.4 (-2.1)4,7 4.4 7.3 1,214.5 Market capitalization at Dec. 31 Key profit figures Key figures from the balance sheet Balance sheet total 1,322.4 1,344.8 1,214.3 1,030.2 971.7 1,178.6 Return on assets (ROA) as a % 4.7 4.3 7.0 2.5 -1.14,7 3.2 7.5 Equity before minority interests 935.5 914.7 901.1 830.6 789.0 909.1 910.4 70.7 68.0 74.3 80.6 81.2 77.1 75.0 6.6 6.1 9.08 3.0 -1.5 4.2 12.3 177.2 214.2 90.4 13.7 -24.9 59.0 -43.1 Equity ratio before minority interests as a % Return on equity (ROE) as a % Net financial debt Net financial debt/EBITDA 1.2 1.5 0.6 0.2 -0.9 0.6 -0.4 Gearing as a % 18.9 23.4 10.0 1.7 -3.2 6.5 -4.7 Working capital 453.1 456.8 370.5 269.3 217.9 303.9 271.5 39.2 37.9 32.3 32.1 43.7 33.1 29.0 852.7 866.2 721.1 572.8 489.8 588.1 486.7 Average working capital as a % of revenue Capital employed ROCE I as a % 11.0 10.8 17.58 6.9 -2.47 10.8 23.19 ROCE II as a % 7.7 7.6 12.58 5.2 -1.97 7.4 15.89 Weighted average cost of capital (WACC) 7.1 7.5 7.5 7.9 8.1 7.6 – Economic value added (EVA) 5.1 0.7 32.1 -14.1 -54.1 -1.3 24.3 Cash flow from operating activities 132.6 13.6 43.6 44.9 138.3 38.110 55.0 Cash flow from investing activities -75.9 -99.9 -105.5 -85.2 -38.1 -16.410 -141.8 Cash flow Investments Cash flow from financing activities Free cash flow 86.8 104.0 114.0 85.0 43.4 101.8 84.0 -60.1 88.8 42.6 -10.3 -53.0 -21.9 96.4 56.7 -86.3 -61.9 -38.8 100.6 23.4 62.1 1 Pro-forma Group revenue amounted to EUR 979.5 million (Neuson Kramer Baumaschinen AG consolidated for the first time on October 1, 2007). 2 Adjusted to reflect restructuring costs (EUR 9.6 million). 3 Adjusted to reflect 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 Including deferred taxes in the amount of EUR -2.7 million (in conjunction with write-downs on brand value – intangible assets). 5 Dividend proposal for the AGM on May 27, 2014. 6 Since 2010, expenses for service technicians are reported in the income statement under cost of sales (instead of sales and service expenses). 7 Adjusted for write-down on intangible assets in the amount of EUR 100.3 million. 8 2011 figure adjusted for reversal of impairment in the amount of EUR 10.8 million. 9 On a pro-forma basis. 10 The item “Interest received” has been transferred from cash flow from investment activities to cash flow from operating activities. 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