Annual Report 2008 - Wacker Neuson Group

Transcription

Wacker Neuson SE Annual Report 2008
Markets in motion.
Strategy in place.
Wacker Neuson SE
Preussenstrasse 41
80809 Munich
Germany
Tel. + 49 - (0)89 - 354 02 - 0
Fax + 49 - (0)89 - 354 02 - 390
www.wackerneuson.com
0988070|04-2009|Layout KC|Print pd
Annual Report 2008
Key figures
2008
20072
1
742.1
17.3%
100.9
117.0
- 13.7%
EBIT
58.0
78.9
- 26.5%
Profit for the period
37.4
54.1
- 30.9%
3,665
3,659
0.2%
Sales
870.3
EBITDA
Number of employees
Change
1
Forecast exceeded. With sales totaling EUR 870.3 million
(forecast: EUR 870 million) and an EBITDA margin of 11.6 percent
(forecast: 11 percent), Wacker Neuson has exceeded its targets
for fiscal 2008. This 17.3 percent rise in sales was primarily fuelled
by the company’s merger; profit for the period is a more realistic
indication of overall market trends.
For further information on key fi gures refer to pages 2-3.
With PPA
2
Including Q4 Neuson Kramer subgroup
Highlights 2008
Construction industry
During the course of 2008, we were able to further consolidate the market position
of our Wacker Neuson and Kramer Allrad brands and successfully launch a number
of new products worldwide. We particularly focused our efforts here on introducing
compact equipment via our global sales and service network. However, the pronounced downturn in the global economy also had a negative impact on national construction industries in 2008, in particular in the US and Europe. As a result, 2008 also
saw us implement various action plans to row against the crisis.
Agriculture
2008 was a good year for the European agricultural industry. Experts predict
that the world population will continue to grow, fuelling increased demand for
food and the need for larger holdings, which was good news for the agricultural
industry – and for the Wacker Neuson Group.
Around 10 percent of Group sales were generated in the agricultural sector
mainly with our Weidemann-brand products.
Wacker Neuson Magazine
MAGAZINE
Issue 1/2009
All-in-one
Diversity
Sustainability
One-stop shopping for products, services and financing.
The right tool for the job.
Energy-efficient manufacturing
processes at new Kramer plant.
The 2008 Annual Report is accompanied by the first issue of our Wacker Neuson
Magazine. Aimed at investors, customers, business partners – in fact anyone
interested in finding out more about the company, this publication will give readers
a regular and interesting look behind the scenes at Wacker Neuson.
This issue gives you the low-down on the benefits of our high-quality products,
reports on how Wacker Neuson bundles competencies to make the most of the
synergies created by the merger, and looks at how we have aligned cost-saving
measures with environmental protection.
Innovating rebar tying
Wacker Neuson launches new, powerful rebar tier.
If you would like to receive a copy of the magazine by post or e-mail, simply drop
us a line at: magazine@wackerneuson.com
130 Wacker Neuson SE | Annual Report 2008
Publishing Details/Financial Calendar
Contact
Publishing Details
Wacker Neuson SE
Issued by:
To our Shareholders
Figures at a glance
|2
Management
|4
Foreword by Management
|5
Special report: Sound strategy for times of crisis
|8
Report by Supervisory Board
| 10
Corporate Governance
| 16
Investor Relations
| 23
Group Structure
| 28
Group Management Report
| 29
Consolidated Financial Statements
| 70
Further Information
Wacker Neuson SE,
Imre Szerdahelyi
Corporate Communication department
Glossaries
| 124
Additional tables
| 128
| 130
Head of Corporate Communication
Preussenstrasse 41
Concept & design:
80809 Munich
Kirchhoff Consult AG, Munich, Germany
Germany
Content:
Phone +49 - (0)89 - 354 02 - 251
Fax
+49 - (0)89 - 354 02 - 203
Wacker Neuson SE
Joachim Weber, Frankfurt, Germany
ir@wackerneuson.com
Print:
p d peschke druck, Munich, Germany
Financial Calendar 2009
March 30, 2009
Publication of financial results 2008, press conference
May 14, 2009
Publication of first-quarter report 2009, analyst conference
May 28, 2009
AGM, Munich, Germany
August 13, 2009
Publication of half-year report 2009
November 11, 2009
Publication of nine-month 2009
All rights reserved. Valid March 2009. 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.
Our business segments
Light Equipment
Compact Equipment
Services
With the business fields:
With the product groups:
Concrete technology
Track and mobile excavators
Service
Soil and asphalt compaction
Wheel loaders
Rental
Demolition
Telehandlers
(Central and Eastern Europe)1
Utility
Skid-steer loaders
Dumpers
1
In countries where we are not in direct
competition with our key accounts.
2
Wacker Neuson SE | Annual Report 2008
Additional tables
Figures at a glance 2008
Wacker Neuson Group
Wacker Neuson Group at December 31
Overview of PPA1
in € million
2008
2007
2006
in € K
Jan. 1–
Purchase price
Jan. 1–
Jan. 1–
Jan. 1–
Dec. 31, 2008
allocation
Dec. 31, 2008
Dec. 31, 20072
Dec. 31, 2007
with PPA
with PPA
with PPA1
including Q4
(without PPA)
Neuson Kramer
870.3
742.1
619.3
Europe
676.2
520.7
391.1
Americas
166.9
196.1
205
27.2
25.3
23.2
Light Equipment
329.3
405.3
388.3
Compact Equipment
353.7
178.2
87.5
Profit before interest and tax (EBIT)
64,102
Services
187.3
158.6
143.5
Financial result
100.9 (102.2)
117.0 (119.6)
100.2
Profit before tax (EBT)
Depreciation and amortization (without PPA)
43.0 (38.1)
38.1
23.6
Taxes on income
EBIT (without PPA)
58.0 (64.1)
78.9 (90.4)
76.7
Profit before disc. operations,
55.7
78.2
76.2
37.4 (41.9)
54.1 (62.0)
48.5
3,665
3,659
2,837
pro-forma
without PPA
Key figures
Sales
Cost of sales
by region
Asia
Gross profit
EBT
Profit for the period (without PPA)
Number of employees
Earnings per share in €
0.53
1.10
1.19
Dividends per share in €
0.193
0.50
0.62
Key profit figures
Gross profit in %
EBITDA margin as a % (without PPA)
296,063
- 2,617
870,331
742,062
979,534
- 576,885
- 459,530
- 633,080
293,446
282,532
346,454
- 156,486
- 140,090
- 153,542
- 21,896
- 3,161
- 25,056
- 20,810
- 26,719
General administrative expenses
- 53,152
- 335
- 53,487
- 48,289
- 60,505
Other expenses
minority interests
11,023
11,023
8,421
11,042
- 11,451
- 11,451
- 2,859
- 4,098
- 6,113
57,989
78,905
112,632
- 1,996
- 312
- 2,308
- 660
- 2,178
62,106
- 6,425
55,681
78,245
110,454
- 19,401
1,825
- 17,576
- 24,142
- 34,928
42,705
- 4,600
38,105
54,103
75,526
0
0
-3
0
Result from discontinued operations
- 833
117
- 716
23
- 484
41,872
- 4,483
37,389
54,126
75,039
Depreciation and amortization
38,136
4,818
42,954
38,081
44,783
102,238
- 1,295
100,943
116,986
157,415
Minority interests
EBITDA
1
33.7
38.1
41.3
11.6 (11.7)
15.8 (16.1)
16.2
6.7 (7.4)
10.6 (12.2)
12.4
Long-term assets
750.0
697.0
229.2
Current assets
428.6
517.5
245.8
Equity
911.8
912.7
282.4
59.0
- 43.1
45.1
266.8
301.8
192.6
77.4
75.2
59.5
303.9
273.2
158.6
EBIT margin as a % (without PPA)
- 2,617
Research and development expenses
Other income
Share
- 574,268
- 156,486
Sales and service expenses
by business segment2
EBITDA (without PPA)
870,331
Revenue
with PPA
PPA = Purchase price allocation. Purchase price allocation describes the process where purchase costs resulting from acquisitions are allocated to individually
acquired assets, liabilities and contingent liabilities, which are measured at fair value.
2
Incl. Q4 Neuson Kramer subgroup
Key figures from the balance sheet
Net financial debt
Liabilities
Equity ratio as a %
Working capital
6-Year-Comparison1
in ¤ million
Sales
EBITDA (margin as a %)
EBIT (margin as a %)
Cash flow
Cash flow from operating activities
31.1
55.0
Cash flow from investing activities
- 9.5
- 141.8
- 41.6
Cash flow from financing activities
- 21.9
96.4
- 23.0
Free cash flow
23.4
62.1
49.1
Equity
Balance sheet total
22.6
1
PPA = Purchase price allocation. Purchase price allocation describes the process where purchase costs resulting from acquisitions
are allocated to individually acquired assets, liabilities and contingent liabilities, which are measured at fair value.
2
Consolidated sales after discounts.
3
Dividend payment proposed at the AGM on May 28, 2009.
1
2008
2007
2006
2005
2004
2003
870.3
742.1
619.3
503.2
411.2
361.9
100.9 (11.6)
117.0 (15.8)
100.2 (16.2)
70.3 (14.0)
60.5 (14.7)
48.2 (13.3)
58.0 (6.7)
78.9 (10.6)
76.7 (12.4)
50.7 (10.1)
41.9 (10.2)
29.0 (8.0)
37.4
54.1
48.5
31.3
25.7
21.4
911.8
912.7
282.4
289.9
246.3
284.6
1,178.6
1,214.5
475.0
443.1
315.1
345.0
Equity ration as a %
77.4
75.2
59.5
65.4
78.2
82.5
Capital expenditure
101.8
84.0
31.9
37.6
20.6
17.3
Number of employees
3,665
3,659
2,837
2,630
2,224
2,168
All figures prepared according to IFRS
129
Figures at a glance
Additional information1
in € million
2008
2008
2008
2007
2007
pro-forma
without PPA2
PPA
with PPA
with PPA3
with PPA4
Sales
870.3
–
870.3
742.1
979.5
EBITDA
102.2
1.3
100.9
117.0
157.4
EBITDA margin as a %
11.7
–
11.6
15.8
16.1
EBIT
64.1
6.1
58.0
78.9
112.6
EBIT margin as a %
7.4
–
6.7
10.6
11.5
41.9
4.5
37.4
54.1
75.0
1
You will find more information in the tables on pages 128-129.
PPA = Purchase price allocation. Purchase price allocation describes the process where purchase costs resulting from acquisitions are
allocated to individually acquired assets, liabilities and contingent liabilities, which are measured at fair value.
3
Including Q4 Neuson Kramer subgroup (start of consolidation: October 1, 2007).
4
Pro-forma figures: as if Wacker and Neuson Kramer subgroup had been consolidated for the entirety of fiscal 2007.
2
Effects from consolidation1
Jan. 1– Dec. 31,
Factors effecting
2008
earnings1
in € million
Jan. 1– Dec. 31,
PPA
2008
Wacker Neuson
Wacker Neuson
with PPA
adjusted
EBITDA
thereof Neuson Kramer consolidation effects
100.9
15.4
1.3
117.6
–
15.1
1.3
117.3
11.6
–
–
–
EBIT
58.0
14.0
6.1
78.1
EBIT margin as a %
6.7
–
–
–
37.4
10.82
4.5
52.7
1
Mainly proceeds from the sale of equipment that would normally have accrued to the company had the products been sold to third parties, but which were not
realized. The reason was that these products were channeled into rental and demo fl eets as part of our investment policy to stock our fl eets with compact
machines from our own production facilities.
2
Dividend payments made within the Group were not included.
Sales distribution
Sales distribution
Multi-year comparison sales
by region
by business segment
in € million
in % (previous year)
Asia
3.1 (3.4)
Europe
77.7 (70.2)
Services
21.5 (21.4)
Light Equipment
37.8 (54.6)
Americas
19.2 (26.4)
Compact Equipment
40.7 (24.0)
2008
870.3
2007
742.1
2006
619.3
2005
503.2
2004
411.2
2003
361.9
For additional multi-year comparison data refer to page 129.
3
4
Wacker Neuson Management
“In times of crisis, we never lose sight of our core values.
Busy times lie ahead – once investment bottlenecks start to
clear worldwide. And when they do, we will be ready.”
Dr.-Ing. Georg Sick, CEO and President.
Member of Group management/the Executive Board since 1994.
Legal matters, corporate communication, quality management and internal audit.
“We are currently launching compact equipment in the US.
This portfolio puts our exclusive dealers in an excellent position
to capitalize on positive momentum when markets recover.”
Martin Lehner, Deputy CEO since October 2007.
Responsible for the Compact Equipment business segment.
Previously member of Group management/CEO at Neuson Kramer.
“More and more global dealers are keen to exclusively distribute our
broad product portfolio – from electric breakers to 14-ton excavators.
Demand for quality, competence and flexibility is higher than ever.”
Werner Schwind, Member of the Executive Board.
Responsible for sales, rental, logistics, service and marketing.
“We have always focused on product and service quality as
key value drivers for our customers. We will continue to build
on these success factors – even in times of crisis.”
Dipl.-Kfm. Richard Mayer, Member of the Executive Board.
Responsible for the Light Equipment business segment.
“Securing liquidity is crucial in the current economic crisis. Our
high equity ratio helps us achieve this. We aim to fund day-to-day
operations with cash flow from operating activities.”
Mag. Günther C. Binder, Member of the Executive Board since October 2007.
Responsible for finance and IT.
Previously member of Group management/CFO at Neuson Kramer.
Dear Ladies and Gentlemen,
2008 was the first full fiscal year for the Wacker Neuson Group following the merger in 2007. We
made solid progress in integrating the two companies over the past year. This was most evident
to me in the excellent company-wide collaboration and the successful synchronization of business processes overall. The structural results thus far and the positive feedback we received
from our customers confirm the Executive Board’s conviction that the merger was the right strategic move, helping to secure the long-term substance and success of our new organization.
Unfortunately, the fruits of our efforts to date have been overshadowed by the current economic
crisis. The turbulence was predicted at an early stage by the capital market, and this quickly
pulled down our share price in line with our peers. However, we are determined not to let current
developments dampen our spirits. The response to the merger has been resoundingly positive
among our customers, partners and employees. We remain as determined as ever to strengthen
the Group and make sure we are ideally poised to capitalize on the inevitable upswing, bolstered
by the unique depth of our product portfolio. Despite the turbulence, we retained our strict focus
on measures aimed at driving market penetration over the past year. Here we concentrated
mainly on the worldwide launch of compact equipment acquired through the merger by means
of our existing sales and service network.
To achieve this, we intensified communication with our customers and partners, stepped up
employee training and invested in our demo and rental fleets. We largely stocked our rental fleet
in particular with compact machines from our own production facilities. We did this knowing
that it would come at the expense of the short-term profits realized through external sales. So
although the proceeds are spread over a four to six-year period, these rental investments nonetheless are another important milestone in the move to extend the market reach of our compact
class. We were particularly successful in expanding the rental business in Central and Eastern
Europe, especially in countries where we are not in direct competition with our key accounts.
To all intents and purposes, it was business as usual during the first half of 2008. Predictably,
light equipment sales were below the previous year’s figure due to the credit crunch in the US.
At the same time, it was a very different story for compact equipment. Still largely concentrated in Europe, this segment experienced dynamic growth. Looking back, I can now say that
I am glad that we nonetheless began to gear the company for a rapid slowdown – also in this
segment – mid-way through 2008.
5
6
Back in July, we revised our targets. We reduced projected sales to at least EUR 870 million and
EBITDA margin (profit before interest, tax, depreciation and amortization) following purchase
price allocation to at least 11 percent. With an actual sales figure of EUR 870.3 million and an
EBITDA margin of 11.6 percent, we managed to exceed these goals. Given that we were also on
target the previous fiscal year, I hope that our performance during the year under review will
fur ther strengthen confidence in a company that is still a relative newcomer to the capital market.
At the start of the second half-year, Wacker Neuson quickly introduced various efficiency
measures to improve our cost structure and strengthen our financial and earnings position.
This included a hiring freeze, reassessment of current projects and investment plans, and
cancellation of numerous benefits and activities within the company. Unfortunately, we were
nonetheless forced to close our production plant in Tredegar, Wales, UK and relocate wheel
dumper production to our Linz site in Austria. At the start of the new fiscal year, we filed the
paperwork for short-time work to secure as many jobs as possible at our German sites in
Reichertshofen and Pfullendorf as well as in Linz.
It was with great regret that we let our staff in Wales go. By the same token, many of our
employees in Germany and Austria have also had to contend with a drop in earnings as a result
of short-time work and other cost-cutting measures. However, we did not power down our
research and development activities or our sales force. During the course of 2009, we plan to
launch several new products as planned. On behalf of the Executive Board, I would like to
thank all of our employees for their extraordinary solidarity and loyalty to the company. We
also appreciate the personal stake they took in ensuring the success of the merger.
The experts agree that the long-term prospects for the international construction industry are
good. Short term, however, they are dampened by the overall economic downturn, which is also
impacting the international construction industry. In view of the current dramatic downward
sales spiral, we are extremely cautious about the current fiscal year and are not issuing any sales
and earnings forecasts at this stage.
We are in a position to meet our liquidity needs through a combination of our own liquid assets
and the credit lines extended to Wacker Neuson by credit institutes. At present, we have drawn
less than half of these lines. Given the uncertainty surrounding business prospects for 2009,
maintaining liquidity is ultimately a priority for the company. This has also effected our dividend
proposal. At the AGM in May 2009, we will propose a dividend of EUR 0.19 per eligible share
which amounts to a payout of 32 percent of net earnings before purchase price allocation.
As the global economic climate is creating a massive backlog of infrastructure projects, we can
expect a highly dynamic upswing for our business when the economy settles. In our view, the
infrastructure programs initiated by numerous governments to break the investment deadlock
will have an energizing effect on our markets, however in 2010 at the earliest.
What I can say for certain is that our company has learned how to manage crisis situations on
both a national and international scale over the past decades. The following chapters will tell you
how we have responded to times of crisis and what strategies have proven successful. Even
if none of the crunches we faced in the past involved such a dramatic drop in sales, past experience still guides us in these turbulent markets, helping us to make the right decisions and
keep our sights firmly set on the turnaround. If the significant cost saving measures implemented
so far are not sufficient, and we are not even ruling out quarterly losses, we will need to consider
further reaching options. However, we have to make sure to maintain employee loyalty and to
be prepared for the upswing after the crisis.
Our high equity ratio of 77.4 percent, coupled with our comparably low net financial debt of
EUR 59.0 million, puts us in an ideal position to capitalize on the opportunities that nonetheless
present themselves at a time like this. I refer, for example, to the growing service business or
sales of our compact equipment for the agricultural industry. When the construction industry
does pick up across the globe, we will be ready for action.
Dr.-Ing. Georg Sick
CEO and President
7
8
Keeping a cool head in a crisis
The construction industry has always been characterized by peaks and troughs. And
so we are no strangers to crises, especially with a company history stretching back to
1848. It has always been our policy to meet these challenges head on and row against
the tide rather than simply reacting to prevailing conditions. This strategy has enabled
us to set a successful course in the past, strengthen our competitive edge and enhance
customer value to come out the other side of a crisis in an even stronger position.
Our ability to remain focused on our core success factors has seen us ride out the
most turbulent of storms:
1. Best-in-class product and service quality
2. Proximity to customers
3. Flexible production processes
4. Sound financial position
5. Global expansion
Our success is also built on strong brand awareness among end users plus a broad
product portfolio offering maximum customer choice. Our ability to row against the
tide has enabled us to win market shares in times of crisis.
The building boom in the wake of German reunification was followed by a crisis in Germany’s
construction industry in the mid 1990s. As result,
the number of workers employed in the construction industry has fallen from around 1.4 million in
1995 to today’s figure of approximately 700,000.
Yet we have continued to grow organically in this
market segment by expanding our rental business
and launching a wide range of new products.
The collapse of the new economy and the
attacks on the World Trade Center halted
worldwide investments on construction
equipment markets. The company experienced a drop in sales.
401.6
370.6
373.6
333.1
307.8
261.7
Development of
Wacker Neuson1
Development of
the economy overall2
1996
1997
1998
1999
2000
0
Grey area refl ects Wacker Neuson sales in € million.
Company sales up on previous year
Positive market development compared with previous year
2001
1. High quality and a strong brand
9
4. Sound financial position
Times of crisis usually lead to increased competition and
rising pressure to reduce prices. However, we have only
made minimal concessions to our pricing policy. And we
have achieved this by continually focusing on best-in-class
quality. Our customers have always been able to rely on our
high-quality product portfolio, which we have continually
expanded through customer-driven, innovative product
launches.
Our financial stability is built on two pillars: a high equity
ratio and the ability to avoid unnecessary risks despite our
proactive strategy. Even in times of crisis, we can continue
to invest more than the amount of deprecation and amortization. This solid foundation is further bolstered by our
strong sense of cost awareness – shared by all employees
throughout the company.
5. Global expansion
2. Proximity to customers and unique service
offering
We have always focused on strengthening our market presence, and getting closer to end customers and dealers
alike. While many of our competitors have reduced their
reach, we have been widening our sales network. After all,
maintaining consistently high levels of service quality is
crucial, especially when it comes to spare parts and maintenance. During the 1990s, we expanded our services
segment to include the rental (Central and Eastern Europe)
business field. Since then, our direct sales model allows
us to deliver all the benefits of a “one-stop provider”.
We have been continually expanding our global footprint
to reach new markets. Building on an early presence in
the US and Asia dating back to the 1950s, we have since
established over 30 new affiliates across the globe. In
2005, our acquisition of the company Weidemann saw us
enter the European agricultural industry.
870.3
3. Flexible production processes
742.1
At Wacker Neuson, we have established flexible production
processes that enable us to react quickly to market needs.
Our concept of flexibility also extends to employee training,
ensuring our people have the skills to perform a wide range
of tasks. As a result, we can avoid stock build-up – even if
we experience a drop in demand.
619.3
The global economic crisis also
affected customer order patterns
in the light and compact equipment segments. By mid-2008,
we had already adjusted our
forecast and implemented costcutting measures.
503.2
411.2
1
2
356.7
361.9
2002
2003
2004
2005
2006
Wacker Neuson sales compared with previous year
German construction equipment industry sales compared with previous year (source: German Engineering Federation, VDMA)
2007
2008
10
Dear Ladies and Gentlemen,
Center stage at the start of 2008 was the business of preparing resolutions to transform Wacker
Neuson into a European company (SE) and change its name to Wacker Neuson SE. The second
half of the year, however, was increasingly dominated by the global financial crisis and its impact
on our business. Yet despite this development, we were still able to increase sales and remain
profitable. We would like to thank our employees in particular for this achievement. Their dedication and active sense of responsibility was a great support to company management over the
year.
Cooperation between Supervisory and Executive Boards
Hans Neunteufel
Chairman
In the period under review, the Supervisory Board performed the tasks assigned to it by law and
the Articles of Incorporation and was satisfied that the company was properly managed (Corporate Governance). Furthermore, the Supervisory Board regularly advised the Executive Board
on the management of the company 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 detailed written
and verbal reports from the Executive Board. These reports were not only discussed in depth by
the Supervisory Board during Supervisory Board meetings, they were also discussed with the
Executive Board. Particular emphasis was placed on the company’s strategic orientation during
these joint discussions. Based on reports and information provided by the Executive Board, the
Supervisory Board is satisfied that the company was properly managed.
Members of the Executive Board regularly took part in Supervisory Board meetings. When
necessary, the committees also convened without the Executive Board. Once again, all Supervisory Board members attended more than half of the Supervisory Board Meetings in fiscal 2008.
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. In addition, the Executive
Board submitted monthly reports on key financial and economic figures. In instances where the
Executive Board, or the CEO in particular, was not in direct communication with the Chairman of
the Supervisory Board, the Chairman of the Supervisory Board maintained regular contact with
the Executive Board, ensuring a continuous flow of information regarding the current business
and financial situation of the company and its holdings as well as major business transactions.
Main topics of Supervisory Board meetings in fiscal 2008
Throughout fiscal 2008, eight Supervisory Board meetings, four Audit Committee and three
Presiding Committee meetings allowed the Supervisory Board to form a sound view of the work
and policies of the Executive Board.
During these meetings, the Supervisory Board regularly focused on current business development of the Wacker Neuson Group and plans drawn up by Executive Board. Particular emphasis
was placed on the financial situation as well as the development of sales, costs and earnings.
During the relevant meetings, any questions from the Supervisory Board that arose from the
regular written and verbal reports were answered in full by the Executive Board. Supervisory
Board meetings focused on the following items in particular:
At the meetings held on February 11, 2008 and March 4, 2008, the Supervisory Board focused
its discussions on the legal transition of Wacker Construction Equipment AG to Wacker Neuson SE.
Following relevant preparations carried out by the Audit Committee, the Supervisory Board
undertook a thorough examination of the Annual Financial Statements, the Consolidated Financial Statements and the Management Reports for Wacker Construction Equipment AG and the
Group for fiscal 2007 in the Supervisory Board meeting to approve the financial statements on
April 7, 2008. In addition to the regular examinations performed in the run-up to this meeting,
Supervisory Board members also raised numerous questions with the auditor present at the
meeting and discussed these issues with him in detail. The Supervisory Board also ratified the
AGM agenda at this meeting.
In its meetings held on June 3, 2008 and July 4, 2008, the Supervisory Board focused its deliberations on the construction of the new headquarters in Munich (Germany) as well as the
purchase of a tract of land and the possible construction of a new plant in Hörsching (Austria).
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12
Company- and Group-wide cost-cutting and restructuring measures were the main points on
the agenda at the September 24, 2008 and November 6, 2008 meetings. Here, the Supervisory
Board approved the closure of the manufacturing plant in Wales (UK) and the relocation of
production to the Linz site in Austria. At the November 6, 2008 meeting, the Supervisory Board
also dealt with publication of the forthcoming interim financial report (quarterly report).
During its meeting on December 19, 2008, the Supervisory Board examined the business plan
for fiscal 2009. 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 worsening
general global economic situation.
The Supervisory Board also examined each of the monthly reports. During numerous meetings,
it also addressed various planned acquisitions aimed at expanding the product portfolio, and
assessed the Group sales strategy.
Changes in the composition of the executive bodies
During the period under review, there were no changes to the composition of the Supervisory
and Executive Boards. On June 3, 2008, the AGM agreed to change the company’s name and
legal form to Wacker Neuson SE. This change came into effect after the end of the period under
review, upon entry of the new company in the Register of Companies (Handelsregister) on February 18, 2009. The composition of Wacker Neuson SE’s executive bodies is identical to that
of Wacker Construction Equipment AG. The composition of the Supervisory Board committees
also remains unchanged, as do the positions CEO and Chairman of the Supervisory Board.
Work performed by the Supervisory Board committees in fiscal 2008
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 Audit Committee is made up of members of the Supervisory Board. During the February 10,
2008 and March 31, 2008 meetings, the Audit Committee prepared the Supervisory Board’s
resolution on the adoption of the Annual Financial Statements and the approval of the Consolidated Financial Statements for the year ending December 31, 2007. During its June 3, 2008
and August 11, 2008 meetings, the Audit Committee addressed general issues relating to risk
management, compliance, auditing and internal auditing. The Presiding Committee dealt with
general matters regarding the Executive Board as well as human resources issues during its
meetings. The chairmen of the committees reported on the work performed by the committees
during the Supervisory Board’s plenary meetings.
Risk assessment and compliance
The Supervisory Board is satisfied that the company’s risk management policy meets the
requirements set down in the German law on control and transparency in business (KonTraG),
insurable risks are sufficiently insured and operational, financial and contractual risks are sufficiently controlled by approval procedures and organizational processes. A detailed risk reporting
system is in place throughout the Group and it is continuously maintained and further developed.
The risk management system was also examined by the appointed auditing company, which
confirmed that the Executive Board had met the requirements of Section 91 (2) of the German
Stock Corporation Law (AktG) and established a suitable early warning system capable of monitoring and identifying developments that could pose a threat to the company’s continued
existence as a going concern. During Supervisory Board meetings and personal conversations,
the Executive Board informed the Supervisory Board of the current risk situation. The Supervisory and Executive Boards discussed all areas deemed to be risks during these sessions. The
Audit Committee addressed compliance issues.
Both the Supervisory and Executive Boards are aware that good 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. On March 23, 2009, the Executive and Supervisory Boards issued a new joint declaration
of compliance with the German Corporate Governance Code pursuant to Section 161 AktG.
The entire declaration has been made permanently available on the Company’s website and is
also printed in the annual report.
Annual and Consolidated Financial Statements for 2008
At the AGM on June 3, 2008, the auditing company Rölfs WP Partner AG, based in Munich,
Germany, was appointed auditor for the company and Group for fiscal 2008. The Chairman of
the Audit Committee commissioned the company in writing with the task of auditing the accounting standards. 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.
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The Annual Financial Statements for the year ending December 31, 2008 were prepared by the
Executive Board in accordance with the German Commercial Code (HGB). The Consolidated
Financial Statements for the year ending December 31, 2008 were also prepared by the Executive Board in line with IFRS as adopted in the EU and the additional requirements pursuant to
Section 315a HGB. The auditing company Rölfs WP Partner AG has audited both sets of statements along with the books and approved them without qualification.
Each member of the Supervisory Board received the audit documents for appraisal in a timely
manner. Together with the Audit Committee, the entire Supervisory Board undertook a thorough
examination of the Annual Financial Statements as well as the Consolidated Financial Statements, the Management Reports and the related party disclosures in conjunction with the audit
reports. The documents were discussed in detail at the Audit Committee meeting on March 23,
2009 and at the Supervisory Board plenary meeting, also on March 23, 2009, 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 Management Reports and, in particular, the
forecast regarding the company’s further development.
The final examination by the Supervisory Board revealed no grounds for objections. The
Super visory Board has therefore endorsed the Annual Financial Statements, the Consolidated
Financial Statements, the Management Report and Group Management Report prepared by
the Executive Board for the year ending December 31, 2008. The Annual Financial Statements
have thus been duly approved.
The Supervisory Board also examined the Executive Board’s suggested appropriation of profit
for fiscal 2008. It did not raise any objections and thus gives it its unqualified consent.
Examination of the Executive Board report regarding relations with related entities
(related party disclosures)
The Executive Board prepared a report on related party disclosures for fiscal 2008. This report
contains in particular a declaration by the Executive Board about the legal transactions undertaken by Wacker Neuson SE (formerly: Wacker Construction Equipment AG). 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 – that appropriate compensation
was received in respect of all transactions outlined in the related party disclosures report.
Auditing company Rölfs WP Partner AG examined the related parted 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
Super visory 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 turbulent global economic situation in no way inhibited the great personal dedication shown
by management and all employees of the Wacker Neuson Group. On the contrary, the commitment, dedication and performance of our workforce – both on a day-to-day basis and under
exceptional circumstances - were crucial factors behind the company’s continued positive development during the period under review. The Supervisory Board would like to thank all employees
and the Executive Board for their efforts here.
Munich, March 2009
Supervisory Board
Hans Neunteufel
Chairman
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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. Trust is a crucial
element of our corporate culture – both between managers and staff and between
the Executive and Supervisory Boards.
Role of executive bodies
The company’s executive bodies are the Executive and Supervisory Boards and the AGM.
The Executive Board represents the company to third parties and manages its companies
in accordance with legal regulations, the Articles of Incorporation and the rules of procedure
for the Executive Board. The Supervisory Board advises the Executive Board, monitors its
activities and participates in key decisions.
Executive Board
The Executive Board currently comprises five members. It is responsible for managing the company and represents it both legally and otherwise. The Executive Board develops the company’s
strategic orientation in collaboration with the Supervisory Board and ensures it is appropriately
implemented. It is also responsible for establishing the company’s business plan for the coming
year and beyond as well as establishing 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 control and management policy is in place and that regular,
prompt and extensive reports are made to the Supervisory Board regarding all relevant issues
relating to strategy, company planning, business developments, the risk situation and risk
management.
The Executive Board’s duties and areas of responsibility is governed by the rules of procedure
for the Executive Board. Measures and transactions of fundamental importance are communicated to shareholders and the capital market in a timely manner, thus ensuring that decisionmaking processes remain transparent – also throughout the year – and capital market players
are kept sufficiently up to date. Major transactions must be approved by the Supervisory Board.
The Executive Board generally reaches decisions through resolution with a simple majority.
Dr.-Ing. Georg Sick is Chairman of the Executive Board and Martin Lehner Deputy Chairman.
Supervisory Board
The Supervisory Board itself has six members. In accordance with the German One-Third
Participation Act (Drittelbeteiligungsgesetz), four of these are shareholder representatives and
two are employee representatives.
The Executive and Supervisory Boards’ working relationship is based on a sense of mutual trust
and the two bodies work closely together to ensure a sustainable increase in the company’s
value. The core areas of collaboration between the Executive and Supervisory Boards are
detailed in the report by the Supervisory Board, which is part of this annual report (see page 10ff.).
Clear and transparent procedures and structures are an integral part of the monitoring and control processes defined in the rules of procedure for the Supervisory Board. The Supervisory
Board has defined the Executive Board’s reporting duties in further detail. The rules of procedure for the Supervisory Board, last amended in February 2009, reflect the recommendations
of the German Corporate Governance Code for Supervisory Boards.
Conflicts of interest between Executive and Supervisory Board members must be reported
immediately to the Supervisory Board. No conflicts of this kind occurred.
Intensive
committee work
The Supervisory Board has formed two committees. The responsibilities of the Presiding Committee particularly include submitting proposals for Executive Board appointments, terminations
and mandate extensions; concluding, amending and terminating contracts with Executive Board
members; and preparing meetings and handling ongoing business. The Presiding Committee
members are Hans Neunteufel, Dr. Ulrich Wacker and Dr. Eberhard Kollmar. The Chairman of the
Supervisory Board, Hans Neunteufel, also chairs the Presiding Committee.
The Audit Committee appoints auditors to review the Annual and Consolidated Financial
Statements, determines the focal points of the audit, negotiates the fee, receives the report
and assesses the auditor’s independence. It also supports and monitors the Executive Board
regarding accounting issues especially in relation to quarterly reports, risk management and
compliance. The Audit Committee members are Dr. Eberhard Kollmar, Hans Neunteufel, Kurt
Helletzgruber and Herbert Santl. It is chaired by Dr. Eberhard Kollmar, who has gained particularly in-depth knowledge and experience in the application of accounting rules and internal
auditing through many years working as an attorney-at-law in the field of economic law.
Corporate governance
and compliance
The Executive and Supervisory Boards view the German Corporate Governance Code as an
important body of regulations. As a listed company with international shareholders, it is in our
interests to make Germany a more attractive economic center for the global financial community.
As far as we are concerned, this also extends beyond the Code to include general principles of
fairness, honesty and good conduct in our daily dealings with business partners. Last but not
least, we also ensure our business activities comply with the legal provisions and official regulations in all countries in which we are represented. We regularly brief our employees on the necessities and rules of responsible conduct.
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Annual General Meeting (AGM)
Focus on shareholders
Shareholders exercise their rights, including voting rights, at the AGM. All shares in Wacker
Neuson SE provide shareholders with full voting rights and are registered by name. Each share
represents one vote. The AGM agenda plus the requisite reports and documents are published
on the company’s website.
Our AGM this year will take place in Munich on May 28. 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. Information on how to vote by
proxy will be included in the invitation to 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, the Management Report and the Group Management Report are prepared in accordance with the German
Commercial Code (HGB). Prior to proposing an auditor at the AGM, the Supervisory Board
obtained a certificate of independence from the auditor in question. The auditor was requested
by the chairman of the Audit Committee 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
Active communication with
external stakeholders
Regular, active dialog with our shareholders and interested members of the public is one of the
cornerstones of our corporate governance policy. We aim for the greatest possible transparency,
providing shareholders, financial analysts, shareholder associations and the media with regular
and prompt information about business trends and significant changes within the company. We
are fully committed to a policy of active and honest communication.
As stipulated by the German Securities Trading Act (WpHG) and 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 three quarterly reports and one annual report. The
Executive Board also answers shareholder questions at the AGM. We also use our Internet
platform as a way of keeping our stakeholders up to date. All our press and ad-hoc releases,
financial reports and our financial calendar detailing important events are permanently available
at www.wackerneuson.com. Interested parties can join our online distribution list to automatically receive company reports at regular intervals.
Director’s dealings and significant voting interests
Pursuant to Section 15a WpHG, Wacker Neuson SE publishes reports on directors’ dealings as
soon as these are received. The reports refer to securities transactions with regard to Wacker
Neuson shares submitted by members of the Executive and Supervisory Boards as well as by
natural and legal persons closely related to members of these bodies. This information is also
disclosed on the company’s website (www.wackerneuson.com) under Investor Relations/
Corporate Governance.
Pursuant to Section 21 WpHG, the company also publishes reports regarding the purchase
or sale of significant voting rights as soon as these are received, as well as reports on corresponding financial instruments held in line with Section 25 WpHG on its website at
www.wackerneuson.com, under Investor Relations/Company News.
Annual Document in line with Section 10 of the German Securities Prospectus Act
(Wertpapierprospektgesetz)
The Annual Document pursuant to Section 10 (1) of the German Securities Prospectus Act is
available at www.wackerneuson.com under Investor Relations/Corporate Governance.
Remuneration report in the corporate governance report
Main features of
remuneration system for
Executive Board Members
At Wacker Neuson SE, our remuneration system is based on performance and results, reflecting
a corporate culture that rewards individual effort. The total remuneration package for Executive
Board members is a combination of fixed and results-indexed payments. The criteria for fair
remuneration are determined in particular by the roles assigned to individual Board members,
their personal performance and the performance of the Executive Board as a whole, as well as
the financial situation and the company’s success and prospects, measured against the backdrop of market conditions.
Further information on the main features of the remuneration system of the Executive Board is
included in the Group Management Report (page 64 in this annual report). The AGM approved
a resolution not to publish remuneration details for individual Executive Board members in the
interest of privacy. Total Executive Board remuneration is disclosed in the notes to the Consolidated Financial Statements in the section on executive bodies (page 119 in this annual report).
Remuneration of Supervisory Board Members
Total Supervisory Board remuneration is also disclosed in the notes to the Consolidated Financial Statements in the section on executive bodies (page 120 in this annual report).
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Declaration of compliance 2009
The Executive and Supervisory Boards of Wacker Neuson SE have thoroughly examined the
recommendations of the German Corporate Governance Code and updated their declaration
of compliance on March 23, 2009. The declaration also states which recommendations from
the German Corporate Governance Code as amended on June 6, 2008 have not been complied
with and gives reasons for these deviations.
The full declaration of compliance is as follows.
Declaration of compliance with the German Corporate Governance Code in
accordance with Section 161 of the German Stock Corporation Law (AktG)
The German Corporate Governance Code contains recommendations and proposals for managing and monitoring German listed companies in relation to shareholders and the AGM, the
Executive and Supervisory Boards, transparency, accounting and auditing. AktG requires the
Executive and Supervisory Boards of listed companies to declare each year the recommendations with which they did or do not comply.
The Executive and Supervisory Boards identify with the aims of the German Corporate Governance Code, supporting responsible, transparent and sustainable management and governance
geared towards increasing company value. The following describes how we implement the
recommendations.
In accordance with Section 161 AktG, the Executive and Supervisory Boards of Wacker
Neuson SE declare that the company complied with the recommendations issued by the German
Corporate Governance Code Commission as amended on June 14, 2007 and published by the
German Federal Ministry of Justice (BMJ) in the official section of the electronic Federal Gazette
on July 20, 2007, up to and including August 8, 2008, and that, from August 9, 2008, it complies and will continue to comply with the recommendations issued by the German Corporate
Governance Code Commission as amended on June 6, 2008 and published on August 8, 2008,
with the exceptions listed below.
The company has deviated and deviates from the Code’s recommendations in the following
respects:
1.
Section 3.8: The company’s directors and officers’ (D&O) liability insurance policies for its
Executive and Supervisory Boards have been concluded without a deductible. The company does not believe that a deductible would improve the sense of motivation and responsibility with which our Board members perform their duties. D&O insurance safeguards
the company against substantial internal risks and protects the assets of members of its
executive bodies only as a secondary function.
2.
Section 4.2.2: The Presiding Committee approves the remuneration system for the Executive Board, including significant contractual terms, and regularly examines the remuneration
structure. Regular reports on the activities of the Supervisory Board committees, including
the Presiding Committee, are provided at that Supervisory Board’s plenary meeting. The
Executive and Supervisory Boards do not see the need for any further resolutions or examination of the remuneration system structure in the Supervisory Board plenary meeting.
3.
Section 4.2.3, para. 4 and 5: The recommendation that severance payments, including
additional benefits, shall not exceed two year’s remuneration (severance pay cap) if an
Executive Board member’s contract is terminated prematurely without good cause has
only partially been complied with. The Supervisory Board is of the opinion that the existing
rules in Executive Board members’ contracts are appropriate and does not see the need
to implement any changes here. Executive Board members’ contracts do not contain
agreements on severance pay in the event of a change of control.
4.
Section 4.2.3, para. 6: The AGM is not informed separately about the main terms of and
changes to the remuneration system for Executive Board members as this information is
already disclosed in the Group Management Report, which is available to all shareholders.
5.
Sections 4.2.4; 4.2.5; 5.4.7; para. 3, 7.1.3: 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 corporate governance report does not include a
remuneration report. Remuneration details for individual Supervisory Board members will
also not be published. The Executive and Supervisory Boards consider that the mandatory
legal statements provide investors and the public with sufficient information in this area.
6.
Section 5.1.2, para. 2, sent 3: The Supervisory Board has not set an age limit for members
of the Executive Board. The Supervisory Board members are convinced that individual performance is the defining factor in suitability for company management.
7.
Section 5.3.3: The Supervisory Board has not formed a nomination committee. The size
of the Supervisory Board (four shareholder representatives) does not warrant a dedicated
committee for proposing Supervisory Board candidates.
8.
Section 5.4.3, sent. 1 and 3: For efficiency reasons, the election of the Supervisory Board
will continue to be by block or list voting, in accordance with legal requirements. So that
the Supervisory Board can also continue to vote impartially for its chairperson, the proposed candidates will not be announced.
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9.
Section 5.4.4: The Executive and Supervisory Boards consider that in some cases, it may
prove beneficial for former Executive Board members to transfer to the Supervisory Board
and even chair the Board or certain of its committees. The internal knowledge former Executive Board members have of company operations increases the efficiency of Supervisory
Board monitoring. As long as Supervisory Board membership is well-balanced in accordance with the Code, the Executive and Supervisory Boards do not see any disadvantage
here.
10. Section 6.6: Share ownership by individual members of the executive bodies exceeding
one percent of shares issued by the company has not been and will not be stated in the
corporate governance report. The Executive Board is of the view that protecting personal
and family privacy takes priority here. Disclosures of the acquisition and sale of company
shares by members of the Executive and Supervisory Boards or related parties are made
in accordance with legal requirements and published on the company website (as stipulated by Section 15aWpHG). This disclosure is not repeated in the corporate governance
report.
11. Section 7.1.2, sent. 3: The company will publish the Consolidated Financial Statements
(annual financial report) for fiscal 2008 within the 90-day deadline for the first time.
The company complied or complies in full with all other recommendations issued by the
German Corporate Governance Code Commission as amended on June 6, 2008, published
August 8, 2008 in the official section of the electronic Federal Gazette.
Munich, March 2009
Wacker Neuson SE
Executive and Supervisory Board
Dr.-Ing. Georg Sick
Hans Neunteufel
This declaration of compliance is per manently available to share holders on the Wacker Neuson SE website at
www.wackerneuson.com, and will be revised annually. Wacker Neuson SE will make outdated declarations
available on its website for a period of at least fi ve years.
Investor Relations
Investor Relations
We actively engaged in investor relations during fiscal 2008. Our efforts here were
certainly fruitful, with six new financial analysts now also covering our company.
In June, we held our first Annual General Meeting as a listed company in Munich,
Germany, and in the fall we invited analysts and investors to our first Capital Markets Day in the Kramer-Werke GmbH production plant in Pfullendorf. Obviously,
however, it was not possible to prevent events on the financial markets impacting
the share price in 2008. Our shares are now listed under the new company name,
Wacker Neuson SE.
International stock markets
In 2008, our stock-market performance was influenced by the financial crisis, which began on
the US subprime market in mid-2007 and then spilt over to the European financial markets in
2008. Numerous banks encountered financial difficulties and had to be propped up or rescued
by takeovers. The resultant loss of trust had a massive impact on the stock markets.
Share facts at a glance
Share price shaped by
financial crisis
ISIN
DE000WACK012
WKN
WACK01
Trading symbol
WAC
Sector
Industrial
Stock category
Individual no-par-value nominal shares
Share capital
EUR 70,140,000
Number of authorized shares
70,140,000 shares
Stock exchange segment
Regulated market (Prime Standard), Frankfurt Stock Exchange
Initial listing
May 15, 2007
New shares listed for trading
19,140,000 shares
(as part of merger with Neuson Kramer)
February 8, 2008
Designated sponsor
Deutsche Bank
Wacker Neuson SE shares are listed on the regulated Prime Standard segment of the Frankfurt
Stock Exchange and the SDAX. The price followed a similar path to the overall German stock
market trend (chart 1). The capital market began to anticipate knock-on effects of the US subprime crisis on the international construction industry as far back as fall 2007. At the start of
2008, our shares were trading at EUR 14.62. Skepticism towards construction companies then
influenced our share price over the course of the year – as was also the case for other major
equipment manufacturers within our segment. At the end of the second quarter, we adjusted
our forecast for the reporting year due to indications of a downturn in orders over the remaining
half-year.
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24
100
1. Share price trends
in 2008
80
as a %
60
40
20
0
Jan. 08
Feb.
Mar.
Apr.
May
Jun.
Jul.
Aug.
Sep.
Oct.
Nov.
Dec.
150
2. Share price trends
plotted against peers
100
May 5, 2007 through
1
December 31, 2008
50
in %
0
May 15, 2007
WACKER
1
GEHL1
January 1, 2008
MANITOU
December 31, 2008
HAULOTTE
Manitou acquired Gehl Company in October 2008. The sharp upturn in the Gehl share price shows that the yardsticks applied to evaluate the
deal were the same as those prevailing prior to the financial crisis in May 2007. Gehl shares ceased trading on October 27, 2008.
3. Share price trends 00007
plotted against peers 28576
(rebased) 57145
4
October 2008 through today 8571
3
in euros 1429
2
4286
1
7143
0
0000
WACKER
Key share indicators
Oct. 08
DEUTZ AG
Nov.
MANITOU
Dec.
Jan. 09
Feb.
HAULOTTE
Wacker Neuson share performance is summarized in the following:
in euros
2008
High
14.62
29.30
Low
4.01
13.36
Average
9.37
21.39
End of year
6.19
14.62
153,348
203,874
Average trading volume in shares
Earnings per share
0.53
1.10
Dividend payment proposed
0.19
0.501
32
401
434.2
1,025.40
Distribution ratio (based on group profit before PPA)
Market capitalization in € million
1
2007
Including a bonus, based on the group profit before purchase price allocation on pro-forma basis 2007.
Investor Relations
Construction stocks also came under pressure due to sales favoring more liquid securities.
Chart 2 plots our share path against market trends since the start of 2008. The selected peer
group consists of competitors in the compact equipment segment: the French telescopic
handler producer Manitou, the American manufacturer Gehl (acquired by Manitou in October),
and Haulotte, a French lifting equipment specialist. The share prices all display a similar trend.
At the end of 2008, the final listing price of our shares was EUR 6.19. Nevertheless, a look at peer
group development from October 2008 to today shows that, at around EUR 5, Wacker Neuson
shares have significantly outperformed other construction stocks (chart 3). However, in our view,
shares in this sector can only be expected to recover when the capital market recognizes that
the general economic climate has significantly improved.
AGM 2008
The first AGM as a listed company on June 3, 2008 resolved to change the company’s legal form
to a Societas Europaea (SE) and its name to Wacker Neuson SE. Shareholders also approved
the proposal by the Executive and Supervisory Boards to pay out a dividend of EUR 0.50 per
eligible share. Executive and Supervisory Board members’ actions were officially approved for
fiscal 2007. Around 250 shareholders were represented at the AGM.
Executive and Supervisory Boards at the first AGM as a listed company on June 3, 2008 in Munich.
Proposed dividend
Once again, our shareholders will benefit from the success of the Wacker Neuson Group in
fiscal 2008. In view of the current earnings trend, the Executive and Supervisory Boards will propose a dividend payment of EUR 0.19 per eligible share at the AGM on May 28, 2009. In total
therefore, the company will be paying out EUR 13.33 million (compared with EUR 35.07 million
last year). The distribution ratio pans out at 32 percent based on Group profit for the year before
purchase price allocation to the amount of EUR 41.9 million. This is in line with the Boards’ longterm dividend policy and is higher than the 30 percent minimum (distribution ratio) communicated at the time of the IPO.
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Shareholder structure
as a % of total
Shareholders within free float
as a regional % of total
Executive Board
2.4
USA + others
36.6
Neuson Ecotec GmbH
29.0
Germany
31.7
Wacker family1
39.4
Austria
12.9
Free float
29.2
Europe (rest of Europe)
18.8
thereof Third Avenue Management (USA)
3.2
Share capital/number of authorized shares: 70.14 million as of March 20, 2009
1
Ownership structure
Employee Stock
Purchase Plan (ESPP)
Including Wacker-Werke GmbH & Co. KG, Wacker Familiengesellschaft mbH & Co. KG and VGC Invest GmbH
At December 31, 2008, family ownership of the company amounted to about 70 percent, both
directly and by proxy. The Executive Board holds a further 2.4-percent direct stake. Finally,
Dr.- Ing. Georg Sick, CEO and President, acquired a large number of shares in September
2008 at an average price of EUR 6.73. The remaining 29.2 percent of shares are in free float.
As far as the company is aware, around 63 percent of free float is held mainly by European
investors.
The 2008 ESPP was made available to those employees who did not have the opportunity to
purchase discounted stock at the time of IPO in May 2007. Within this program, around 100
employees acquired a total of 37,192 discounted shares between November 15 and December
31, 2008. The maximum number of shares subsidized was the same as an employee would
have been able to purchase at a discount under certain limits imposed at the IPO.
Number of analysts more than doubled
In fiscal 2008, we maintained ongoing, active communication with financial market players. Our
consistent aim has been to keep analysts and investors informed of company developments,
our strategy, our business model, and the complexity of our markets. The Executive Board and
IR department provided regular updates on current company developments. They accomplished
this through a variety of channels, including the AGM, investor conferences and national and
international roadshows.
As a particularly rewarding result of these active communication efforts, analysts’ reports
doubled in number in 2008, with six new banks deciding to cover the Wacker Neuson share.
In February 2009, Commerzbank took the place of Dresdner Bank following the takeover.
Investor Relations
2009
Analyst coverage
as of February 28, 2009
2008
2007
Crédit Agricole Cheuvreux S.A.,
Germany
since May 31, 2007
Deutsche Bank AG
since May 15, 2007 (IPO))
Commerzbank Corporates &
Markets Research
since February 12, 2009
BHF-BANK Aktiengesellschaft
since September 29, 2008
Dresdner Kleinwort
Research GmbH
since March 19, 2008; Commerzbank took the place of Dresdner
Bank following the takeover
Sal. Oppenheim Research GmbH
since May 15, 2007, IPO
DZ BANK AG DeutscheGenossenschaftsbank AG
since September 4, 2008
UBS Deutschland AG
since May 15, 2007, IPO)
Goldman Sachs International
since March 12, 2008
Reuschel & Co. Privatbankiers
(Trust Research)
since June 2, 2008
SES Research GmbH
since May 16, 2008
First place in
“manager magazin”
A wealth of up-to-date information is always available from our website, www.wackerneuson.com.
This includes annual and quarterly reports, press releases and ad-hoc announcements, plus
topical presentations. The German “manager magazin” officially acknowledged the quality of
our financial communication, awarding us first place in the stock market newcomers category
of its Best Annual Reports 2007 competition.
In February and March 2008, we commissioned an independent consulting company to run a
perception study among institutional investors and analysts. This involved asking capital market
players how they rated our financial communication and the extent to which it meets their
needs. We used the results of this study to further optimize our investor relations activities, and
it will continue to be of assistance in expanding our financial communication in line to meet
stakeholder interests.
First Capital Markets
Day at Wacker Neuson
At the end of September 2008, over 20,000 visitors came to Pfullendorf, near Lake Constance
in Germany, to attend the opening of the new production plant for our affiliate, Kramer-Werke
GmbH. As part of the opening celebrations, we also held our first Capital Markets Day on
September 26, 2008. Here, the Executive Board and IR department provided analysts and investors with a wealth of first-hand information on the compact equipment business segment,
which has grown substantially through the merger. The program included presentations, plant
tours and equipment demonstrations, as well as dialog with Kramer executives. And, to round it
all off, our bravest guests even had the chance to try out some of our machinery for themselves.
27
28
Group Structure
Wacker Neuson SE*
Americas (all 100%)
Europe (all 100%)
Weidemann GmbH,
Wacker Neuson (Pty) Ltd,
Wacker Neuson Ltd.,
Wacker Neuson Máquinas Ltda.,
Diemelsee-Flechtdorf,
Florida (near Johannesburg),
Waltham Cross (near London),
Jundiaí (near São Paulo), Brazil
Germany
South Africa
Great Britain
Wacker Neuson GmbH,
Wacker Neuson srl con socio unico,
Wacker Machinery Limited,
Vienna,
San Giorgio di Piano
Dublin,
Austria
(near Bologna), Italy
Ireland
Wacker Neuson Ltda.,
Huechuraba (near Santiago), Chile
Wacker Neuson Ltd.,
Mississauga (near Toronto), Canada
Wacker Neuson AG,
Wacker Neuson S.A.,
Wacker Neuson S.A.S.,
Volketswil (near Zurich),
Torrejón de Ardoz (near Madrid),
Brie-Comte-Robert (near Paris),
Switzerland
Spain
France
Wacker Neuson S.A. de C.V.,
Mexico City, Mexico
Drillfi x AG,
Wacker Neuson A/S,
Volketswil (near Zurich),
Karlslunde,
Wacker Neuson s.r.o.,
Prague,
Wacker Neuson Corporation,
Switzerland
Denmark
Czech Republic
Menomonee Falls (near Milwaukee), USA
Wacker Neuson B.V.,
Wacker Neuson AS,
Wacker Neuson Sp. z o.o.,
Amersfoort,
Hagan (near Oslo),
Jawczyce (near Warsaw),
EQUIPRO Inc.,
Netherlands
Norway
Poland
Germantown (near Milwaukee), USA
100%
Wacker Neuson Makina Ltd. Şti.,
Wacker Neuson AB,
Wacker Neuson Kft,
Küçükbakkalköy (near Istanbul),
Södra Sandby (near Malmö),
Törökbálint (near Budapest),
Turkey
Sweden
Hungary
Asia (all 100%)
Wacker Neuson Manila, Inc.,
Wacker Neuson Oy,
Wacker Neuson Beteiligungs GmbH,
Wacker Neuson GmbH,
Kerava (near Helsinki),
Leonding (near Linz),
Moscow,
Finland
Austria
Russia
Dasmariñas (near Manila), Philippines
Wacker Neuson Pty Ltd,
Springvale (near Melbourne), Australia
Wacker Neuson Limited,
100%
98%
Wacker Neuson Linz GmbH,
Auckland, New Zealand
Wacker Neuson Finance
Leonding (near Linz),
Immorent GmbH,
Austria
Leonding (near Linz), Austria
Samutprakarn (near Bangkok),
Thailand
94.9%
100%
Wacker Neuson Rhymney Ltd.,
Kramer-Werke GmbH,
Tredegar,
Pfullendorf,
Wacker Neuson Equipment Private Ltd.,
Great Britain
Germany
Bangalore, India
Nippon Wacker Co., Ltd.,
Tokyo, Japan
100%
*Basis for Consolidation
94.5%
Hong Kong, China
STG Stahl und
PADEM Grundstücks-
Maschinenbautechnik
Vermietungsgesellschaft mbH & Co.
Gutmadingen GmbH,
Objekt Gutmadingen KG,
Wacker Neuson Machinery Trading
Geisingen, Germany
Düsseldorf, Germany
(Shenzhen) Ltd. Co., Shenzhen, China
100%
29
Contents Group Management Report
I. About Wacker Neuson
| 30
VII. Other factors that impacted on results
| 49
Research and development
| 49
II. General background
| 31
Production
| 50
Overall economic trends
| 31
Quality and sustainability
| 50
Purchasing
| 51
Overview of construction and
agricultural industries
| 32
Logistics
| 51
General legal framework
| 34
Human resources
| 52
Competitive position
| 34
Sales and marketing
| 54
III. Business development in fiscal 2008
| 35
VIII. Risk report
| 54
IV. Profit, finances and assets
| 39
IX. Information in accordance with Section
Profit
| 40
Finances
| 42
Assets
| 43
Summary of profit, finances and assets
| 44
315 (4) of HGB
| 59
X. Remuneration framework
| 64
XI. Supplementary report
| 65
V. Reporting by region
| 44
Europe
| 45
XII. Opportunities and outlook
| 66
Americas
| 46
Overall economic outlook
| 66
Asia
| 46
Outlook for construction and
agricultural industries
| 66
VI. Reporting by business segment
| 47
Opportunities and outlook for the
Light equipment
| 47
future development of Wacker Neuson SE
| 67
Compact equipment
| 48
Development outlook by region
| 68
Services
| 48
Development outlook by business segment
| 68
Company forecast
| 68
Summary forecast
| 69
The graphics and tables below are not part of the Group Management Report. They are provided for
information purposes only and do not always align with the audited Consolidated Financial Statements.
30
I. About Wacker Neuson
Global leader in light and compact equipment
International sales, consulting, and support
network
EBITDA as a key benchmark of performance
The Wacker Neuson Group develops, manufactures and
distributes high-quality light and compact equipment to
support and optimize customer construction processes
around the globe. Wacker Neuson is the partner of choice
among professional users in mainstream construction, gardening, landscaping and agriculture, as well as for municipal
bodies and the industrial and recycling sectors. The Group
now offers these customers over 300 product categories
and extensive rental, spare parts and repair services.
Wacker Neuson has more than 180 sales and service
stations in over 30 countries and currently around 5,200
dealerships in more than 12,400 locations, resulting in a
dense consulting and support network. Our main aim is to
complement our broad offering of high-quality products
with the best possible service.
The Wacker Neuson Group organizes its products and
services into three business segments:
Light equipment with four business fields that are aligned
with our customers’ business processes:
Concrete technology
Demolition
Utility
Compact equipment
Services with two business fields:
After-market (repair and maintenance)
Rental (Central and Eastern Europe)
The majority of products from our light and compact equipment segments are distributed under the “Wacker Neuson”
brand. In the Europe region, we also distribute all-wheel drive
wheel loaders and telescopic handlers from the compact
equipment business segment under the “Kramer Allrad” brand,
as well as articulated wheel loaders for the agricultural
industry under the “Weidemann” brand. In the rest of the
world, all Group products are “Wacker Neuson” branded.
This Group Management Report reflects the results of the
Wacker Neuson Group’s global activities in fiscal 2008.
Organizational and legal structure
Wacker Neuson SE is a European company with its headquarters in Munich. It is registered in the German Register
of Companies (Handelsregister) at the Munich Magistrate’s
Court under HRB 177839. The Company’s shares have
been listed since May 2007.
On June 3, 2008, the AGM resolved to rename the Company
“Wacker Neuson SE“ and change its legal form to a European company (“Societas Europaea”). The new company
was entered in the Register of Companies on February 18,
2009. The legal charter of Wacker Neuson SE remains almost
identical to that of Wacker Construction Equipment AG.
Consolidated Financial Statements of the Wacker Neuson
Group are prepared in accordance with the International
Financial Reporting Standards (IFRS). Forty-two companies, including the parent company, are fully consolidated
in these statements. Furthermore, we have direct or indirect
majority holdings in seven smaller companies which do not
have a significant impact on Wacker Neuson’s business
either individually or collectively.
Wacker Neuson SE is the largest operating company in the
Wacker Neuson Group and thus assumes a central role in
the Group. As the parent company, it holds the shares in
the members of the Wacker Neuson Group directly or indirectly and is represented in Germany through approximately
General background
70 controlled sales and service stations. The parent
company’s Executive Board is responsible for managing
the Group. As a rule, the executive bodies of the affiliates
report directly to Group management.
II. General background
Overall economic trends
Global downturn in 2008
Our segment reporting is divided into primary reporting by
region (Europe, Americas and Asia) and secondary reporting by business segment (light equipment, compact equipment and services).
Overall economic climate negatively impacted
by global fi nancial and credit crisis
German economy on the brink of recession in
second half of the year according to experts
With the exception of our affiliates Kramer-Werke GmbH,
Weidemann GmbH and Drillfix AG, which retain their original
names, all significant operating affiliates now trade under
the common name of “Wacker Neuson”.
Corporate governance and value management
To guarantee an effective internal controlling system, the
Wacker Neuson Group controlling department manages
and monitors deviations between ‘to be’ and ‘as is’ figures
from affiliates primarily based on their EBIT margins along
with the development and tracking of necessary measures,
and prepares the consolidated monthly reports for the Executive Board. Project decisions relating to changing market
and customer requirements are taken by various committees composed of members of the Executive Board, plus
representatives from company management, research and
development, product management, quality management,
service, and strategic procurement.
The global economic climate deteriorated significantly during
the course of 2008, with numerous industries experiencing
a downturn at the end of the year. Joint surveys by leading
economic research institutes have listed the following factors
that – in addition to the global financial and credit crisis –
compounded this situation: a worldwide rise in inflation
fuelled by raw material prices, high energy prices, substantial real estate market price adjustments in numerous countries, and appreciation of the euro. Towards the end of the
year, the outlook for the growth regions of Central and Eastern Europe, Russia, Latin America, Australia and Asia was
also clouded. According to a report by the IMF (International
Monetary Fund) published in February 2009, global GDP
rose by 3.4 percent in 2008 (previous year: 5.2 percent) with
world trade volume projected to grow at 4.1 percent (previous
year: 7.2 percent).
GDP
Due to our high level of investment activity in fiscal 2008 to
secure our lasting growth, profit before interest, tax, depreciation and amortization (EBITDA) is an important indicator
of company performance. Investments in expanding our
rental pool in Central and Eastern Europe, in particular,
initially result in high depreciation. Alongside ongoing rental
income, the sale of rental equipment also makes a – delayed
– contribution to earnings here. Rented light equipment is
usually sold after an average of two to four years, compact
equipment after an average of six.
Real change
from previous year in %
Germany
2008
2007
1.3
2.5
Europe
(Western and Central Europe)
1.4
2.9
Russia
6.3
8.1
USA
1.1
2.0
China
9.4
11.5
Japan
0.2
2.1
Source: Joint report from leading research institues
31
32
Changes key currencies against Euro
(Annual average rates)
Change
2008
2007
in %
US dollar (USD)
1.4741
1.3790
+ 6.9%
British pound (GBP)
0.8038
0.6873
+ 17.0%
Swiss franc (CHF)
1.5786
1.6461
- 4.1%
151.4825
162.0433
- 6.5%
1 Euro equals
Japanese yen (JPY)
Source: Notes to the Consolidated Financial Statements
Economic developments in the US were particularly hard
hit by the banking and subprime crisis, leading above all to
increased unemployment and a drop in equipment and residential construction investments. Demand for goods from
abroad also fell significantly throughout the course of the
year. This was further compounded by the US dollar’s
considerable drop in value in the first six months of the year.
According to experts, US GDP rose by 1.1 percent in real
terms (previous year: 2.0 percent). Economic growth in 2008
only slowed slightly in Canada and Latin America. Brazil,
Chile and Argentina in particular remained dynamic due to
a number of reasons, including healthy domestic demand.
Economic experts report that emerging economies in Asia
initially followed a stable, robust growth path in 2008,
which leveled out toward the end of the year. Expansion
levels in China slowed only slightly. Here, the GDP estimate
is 9.4 percent (previous year: 11.5 percent). In Japan, experts
predict a drop in exports for the first time in three years due
to a decrease in demand from the US and Europe. Real
GDP growth is estimated at just 0.2 percent (previous year:
2.1 percent). In contrast, India is expected to have maintained a healthy rate of expansion, with a 7 percent real
increase in GDP (previous year: 9 percent). Economic performance also remained strong in East Asia, with experts
reckoning with an estimated real GDP growth of 4.5 percent (previous year: 5 percent).
Britain. Prosperous economies in Eastern European EU
member states also started to slag. Ifo predicted a real
GDP growth rate of 4.6 percent here. GDP in Russia rose
significantly during the first half of 2008, only to slow down
toward the end of the year. Real GDP is expected to have
grown by 6.3 percent (previous year: 8.1 percent).
The substantial downturn in growth in the German economy
during 2008 was due in part to the appreciation of the euro
plus a drastic drop in demand for capital equipment from
abroad and a resultant fall in investment activities. A period
of growth in the first half of the year was followed by a period
of decline in the subsequent six months. The German Federal
Statistical Office reports that the economy grew overall by
just 1.3 percent (previous year: 2.5 percent).
Overview of construction and agricultural
industries
Global economic downturn has long-term impact
on national construction industries
Construction industries in the US and Europe
particularly affected
Following strong start to year, German construction industry faces increasingly pronounced drop
in orders
The economic climate cooled dramatically in Europe over
the course of the year. Developments on finance and real
estate markets slowed growth in all euro-zone countries.
The aggregated GDP growth rate in the European Union
(EU) totaled 1.4 percent in real terms (previous year: 2.9 percent), and 0,9 percent in the euro zone (previous year:
2.6 percent). In Western Europe, export growth in particular
declined, and GDP failed to increase any further. 2008 saw
the end of years of economic upturn in Spain and Great
The pronounced global economic downturn resulting from
the subprime crisis also had a negative impact on national
construction industries in 2008. US and European construction companies in particular have felt the long-term effects.
The change in market dynamics led to increased competition in these regions.
General background
Falling real estate prices in the US squeezed residential
construction investment. The Association of Equipment
Manufacturers (AEM) expects an 8.6 percent drop in US
sales for 2008. For equipment weighing up to 3 tons (light
equipment), the association is reckoning with a drop of
10.7 percent. Fewer building permits were issued and construction projects started for single-family houses in 2008.
The U.S. Census Bureau reported a 22.8 percent year-onyear drop in residential construction investment at the end
of November. In contrast, investments in non-residential
and industrial construction rose by 9.2 percent over the
same period. Total construction investment volume over the
year was thus down 3.3 percent. At the end of November,
residential construction accounted for 39.1 percent of total
investment volume, and the non-residential and industrial
segment for 60.9 percent.
Construction remained buoyant in Asia in 2008. The Olympic
Games in Beijing fuelled construction investments in China.
The construction sector in India also experienced an upturn,
although growth rates slowed here towards the end of the
year in comparison with the previous year.
In Europe, the mild 2007/2008 winter meant that a large
number construction investment projects were pulled forward. According to the Euroconstruct network, the crisis hit
the Western European construction market full force mid
2008. As a result, the number of building permits issued
– an early indicator of construction demand – fell in many
euro-zone countries. Revenue generated by the European
construction industry was down 2.5 percent in 2008
(previous year: up by 2.0 percent).
The European non-residential segment increased slightly,
driven by commercial and underground construction, which
was up 1.4 percent in 2008. Euroconstruct experts forecast
a rise in European underground projects of around 2 percent, making 2008 the twelfth consecutive year of expansion
in this segment. The European housing market deteriorated
considerably during the course of the year. Value adjustments on real estate dampened construction activity and
investments. Spain, Great Britain and Ireland in particular
experienced a drop in new housing developments, as well
as falling prices and increasing numbers of empty apartments and houses. Euroconstruct thus anticipates a downturn of 6.9 percent in European residential construction for
2008. The construction industry in Eastern Europe grew,
fuelled by a number of factors including EU subsidies as well
as public funds aimed at extending infrastructure. Measures
here include the expansion of road, rail and telecommunications networks.
The mild winter in Germany was a key driver of construction
investments during the first quarter of 2008. According to
industry federations, revenue generated by the construction
industry from January through October was up 7.3 percent
on the same period for the previous year, primarily fuelled
by commercial and public construction projects and investments. However, the construction industry in Germany
followed a moderate growth path overall during 2008 due to
the global downturn. Leading economic institutes expect
construction investments to increase by a total of 2 percent
and investments in residential construction to rise by 1.5 percent.
Euroconstruct reports a 2 percent rise in underground construction in Germany as a result of infrastructure projects. At
the start of November, the German Association of Machinery
and Plant Construction (VDMA) still anticipated revenue in
construction and building materials to rise 8.6 percent to
EUR 16.6 billion for 2008. However, order intake in the construction equipment sector in particular fell dramatically
throughout the course of the year, with domestic orders for
construction equipment dropping by more than 40 percent
in November 2008.
Agricultural industry continues to
gain in importance in 2008
Over the last few years, the agricultural industry has gained
in importance worldwide. As the world’s population increases, so does the need for food. This in turn drove demand
for agricultural machinery in 2008, an effect particularly felt
in Europe, South America and emerging economies in Asia.
The rising importance of biofuels, in other words sourcing
energy from renewable raw materials, is also accentuating
this trend.
The structural shift in the agricultural industry is also playing a key role here, in particular in Eastern Europe. Agricultural operations are constantly decreasing in number while
simultaneously becoming larger and more industrialized –
a trend that is fuelling demand for machinery. The German
agricultural machinery market has also seen double-digit
growth rates over the last years. High demand for agricultural products has led German farmers to purchase new agricultural equipment. Simultaneously, producer prices (for
33
34
example for cereals) reached new heights at the start of
2008. In the US, however, prices for foodstuffs such as
corn and wheat fell, while prices for fertilizer and animal
feed rose.
Competitive position
Focus on light and compact equipment
Continued leading position in the international
construction industry
General legal framework
Additional pillar through business activities in
the agricultural industry
Protection for users and the environment
Compliance with applicable regulations
Integration of new regulations in process flows
As a global manufacturer and provider of light and compact
equipment, Wacker Neuson must observe numerous national and international statutory guidelines governing environmental and user protection. These include provisions
regulating exhaust gas emissions, ergonomics, noise and
vibration-induced impact. There are many European directives and regulations in this area.
At Wacker, we implement new regulations and always aim
to integrate these promptly in our process flows. During the
period under review, we again ensured that new user and
statutory requirements, such as environmental and user
protection guidelines, were promptly integrated in our business processes. The Wacker Neuson WM 80 two-stroke
engine used in our gasoline vibratory rammers and breakers is a prime example here. We significantly reduced the
engine’s emissions levels, thus ensuring that it meets all
current emissions guidelines worldwide. By reducing its
hydrocarbon emissions (HC) by over 70 percent and carbon
monoxide (CO) emissions by more than 50 percent, the
engine is now well within the requirements set down in the
August 2008 EU emissions directive. The requisite modifications to the engine’s exhaust system and cylinder resulted in increased research and development costs as well
as outlay for adjusting our production processes in the US.
In the year under review there were no changes to the legal
or regulatory framework that had a major impact on business development.
There were no meaningful changes to the heterogeneous
competitive landscape surrounding the Wacker Neuson
Group during fiscal 2008. In our assessment, the majority
of our competitors offers product ranges that focus exclusively on either light or compact equipment, in most cases
only on individual lines within these product fields.
Developments on international construction markets led to
a drop in order intake for almost all our competitors during
the second half of 2008. Several manufacturers have reacted to the current situation by closing production sites and
laying off staff, for example, or initiating and announcing
similar measures. The competitive landscape in the compact equipment segment changed over the course of 2008.
French manufacturer Manitou acquired its US competitor
Gehl Company. Through this acquisition, Manitou hopes to
gain access to the US market and benefit from the demand
for compact equipment for the construction and agricultural
industries there.
Over the past fiscal year, the Wacker Neuson Group maintained its strong position against both international competitors and local providers. We continue to concentrate
exclusively on light and compact equipment, differentiating ourselves clearly from DIY and heavy equipment
suppliers. Our customers are predominantly active in nonresidential construction. Again, around 70 percent of our
products were used primarily in new developments and
infrastructure repairs, including underground and roadwork, non-residential and overground projects, and work
on energy, water and telecommunications services.
Business development in fiscal 2008
III. Business development in fiscal 2008
Deployment scenarios
Non-residential/
Conditions for our products
residential construction
North America
65/35
South America
70/30
Europe
70/30
Asia
90/10
Oceania
60/40
February 2009
As a mid-sized company, we back up our high product and
service standards with state-of-the-art production facilities,
in-depth development and manufacturing know-how and
an efficient sales network. This solid foundation has enabled
a number of our products to achieve an excellent market
position worldwide.
The acquisition of the Weidemann Group in fiscal 2005
expanded the Wacker Neuson Group’s reach to certain segments within the agricultural machinery market. Weidemann
GmbH’s strong performance has enabled it to maintain its
position as a leading provider of articulated wheel loaders
for the agricultural industry in Central Europe. Our KramerWerke GmbH affiliate also develops and manufactures
equipment for the agricultural industry – in this case telescopic handlers, which are distributed by CLAAS Global
Sales GmbH, a German agricultural machinery supplier
under the CLAAS brand.
The highly fragmented nature of the global construction
equipment market and lack of official statistics prevents us
from providing a detailed and meaningful overview of market
shares.
Difficult market conditions impact business
trends in the Wacker Neuson Group
Stable performance in agricultural machinery
Revised sales and EBITDA forecast reached
With the October 2007 merger with Neuson Kramer behind
us, fiscal 2008 turned out to be a year of integration and
market penetration. The first full fiscal year for the Wacker
Neuson Group started with business developing as anticipated. While our service offering remained popular throughout the year, demand for light and compact construction
equipment fell steadily over the course of the year as a
knock-on effect of the showdown in construction markets in
the US and Europe. In July, we responded to this downturn
by revising our sales forecast and margin for profit before
interest, tax, depreciation and amortization (EBITDA) – originally before purchase price allocation – and succeeded in
surpassing our adjusted goals through a consistent cost
control policy.
Long-term growth remains the focus of our
strategies
The reporting period witnessed important progress in the
implementation of our forward-looking growth strategy.
Our main focuses here were on measures resulting from
the merger with Neuson Kramer. These included the launch
of compact equipment in selected countries through our
existing sales and service network, the expansion of rental
business in Central and Eastern Europe by stocking our
rental pool with products from our own production lines
and modifying the color of light and compact equipment to
align with the new corporate design.
We forged ahead with the regional expansion of the Wacker
Neuson Group and improved both the distribution system
and the service offering in line with market demands. In the
light equipment and compact equipment segments, we
launched various new products and enhanced our product
35
36
portfolio to meet evolving customer needs. Wacker also
made internal process improvements, for example in production and logistics, reducing sales, research, development
and administration costs expressed as a percentage of
revenue to 27.0 percent (previous year: 28.2 percent).
Overall, we were thus successful in exploiting the market
opportunities as arose under the prevailing economic and
construction climate. We managed to expand our market
position, thanks to a strong business model that is built on
strong innovative drive, high product, rental and service
quality, reliable spare parts business, efficient business processes, integrated customer care through our decentralized
sales and service network, and, last but not least, qualitydriven market leadership.
Unsatisfactory results
Due to the sluggish global economy and the sharp downturn on international construction markets in the US and
Western Europe, we adjusted our earnings projections
downwards towards the middle of the year. Actual results
aligned with these adjusted figures. As anticipated, product
sales in the light equipment segment remained below the
previous year’s level as a consequence of the US subprime
crisis, which began to have an impact in the fourth quarter
of fiscal 2007. Unit sales of light equipment thus dropped
sharply in the US and particularly in Western European
countries, such as Spain and Great Britain, where rental
chains form the bulk of our customer base. Revenue losses
also resulted from the increased severity of last winter in
comparison with the previous year and further devaluation
of the US dollar.
On target 1
Sales in ¤ million
EBITDA margin in %
Capital expenditure in € million
Net financial debt
1
Target 2008
Actual 2008
min. 870.0
870.3
min. 11.0
11.6
appr. 100.0
101.8
appr. 50.0
59.0
After purchase price allocation (PPA)
In contrast, the lively demand experienced by the compact
equipment business segment in the previous year continued
into the spring. However, this demand fell steadily over the
second half of 2008, with market trends strongly impacting
customer order patterns.
To compensate for falling demand, we introduced a series
of cost-cutting measures over the course of the year to
keep selling expenses, R&D expenses and administrative
costs in line with dwindling sales figures. Price increases
also helped to counter market trends. We increased light
equipment prices everywhere but the US by 3 percent from
January 1, 2008. In the compact equipment business segment, we increased prices for Weidemann GmbH products
by an average of 4.5 percent from January 1, 2008, due to
higher material prices – raw materials included. Effective
January 1, 2008, we increased the prices of wheel loaders
and telescopic handlers by 3 percent and, effective April 1,
2008, we increased the prices of excavators, skid-steer
loaders and dumpers by between 1.5 and 4.0 percent.
At the beginning of 2008, we anticipated that sales for the
Wacker Neuson Group would break the billion-euro mark
and aimed to achieve profit before interest, tax, depreciation
and amortization (EBITDA) following purchase price allocation with a margin of at least 17 percent. These estimates
were based on plans made in the run-up to the IPO in
May 2007. Although steady growth in sales in the early
months of the year gave us reason to stick to this fore cast, we responded to changing market dynamics and
the threat of a business downturn towards the middle of
the year and revised our forecast on July 31, 2008, aiming
for sales of at least EUR 870 million and an EBITDA margin
following purchase price allocation of at least 11 percent.
This forecast was achieved through consistent cost
management.
In fiscal 2008, the Wacker Neuson Group recorded sales
growth of 17.3 percent to EUR 870.3 million (previous year:
EUR 742.1 million) as a result of the merger. EBITDA following purchase price allocation fell 13.7 percent from EUR
117.0 million to EUR 100.9 million. The EBITDA margin following purchase price allocation thus amounted to 11.6 percent (previous year: 15.8 percent).
Lively demand for agricultural products from
Weidemann GmbH
Our affiliate Weidemann GmbH enjoyed positive results last
year. Sales grew 27.0 percent from EUR 84.7 million to EUR
107.5 million as a result of brisk demand from the agricultural
industry. Our business also benefited from the tendency
towards larger holdings and the associated rise in rationalization investments.
Business development in fiscal 2008
Acquired in 2006, Ground Heaters, Inc., a leading player in
the North American market for portable hydronic heating
equipment for the construction industry with headquarters
in Spring Lake, Michigan, US, was integrated in the business of the Group’s American affiliate, Wacker Neuson
Corporation, during the course of the year and is no longer
reported separately.
The second quarter saw completion of the facilities in both
Pfullendorf (Germany) and Norton Shores (US) ahead of the
scheduled production start-up date. Products manufactured
in Norton Shores include portable hydronic heating equipment and light towers. The investment volume totaled around
USD 10.0 million. If necessary, this production plant can be
expanded to meet future increases in demand.
Our merger partner Neuson Kramer was consolidated for
the first time on October 1, 2007. Fiscal 2008 was therefore
the first fully integrated fiscal year. The Neuson Kramer subgroup felt in particular the effects of falling demand for compact equipment in the second half of 2008. Sales (Expenditure Format) over the entire fiscal year nonetheless increased
2.5 percent from EUR 329.9 million (for the period from February 1 through December 31, 2007) to EUR 338.2 million.
Profit before interest, tax, depreciation and amortization
(EBITDA) fell 19.7 percent to EUR 47.0 million (previous year:
EUR 58.6 million). This corresponded to an EBITDA margin
of 13.9 percent (previous year: 17.8 percent).
Our affiliate Kramer-Werke GmbH’s new plant in Pfullendorf
supplies wheel loaders and telescopic handlers with allwheel steering. The new site has more than doubled the production capacity of the previous Kramer site in Überlingen.
The Wacker Neuson Group earmarked over EUR 30 million
for investment in the new 30,000 m2 production site, approximately EUR 20 million of which was spent in 2008.
In Munich, demolition of old factory facilities was completed,
making space for the new research and development center
and company headquarters. Construction work began in
July 2008 and will be completed in stages between now
and 2011.
Key fi gures Neuson Kramer subgroup
in ¤ K
2008
20071
Sales
338,199
329,924
EBITDA
47,040
58,591
EBIT
40,274
54,511
26,470
35,617
Profit before discontinued
operations and minority interests
1
At its meeting on July 4, 2008, the Supervisory and Executive
Boards jointly resolved to purchase a site in the Austrian
district of Hörsching, in close proximity to Linz airport. This
could potentially be used for a new manufacturing plant to
replace the previous production facility. The company has
not yet decided whether to proceed with the construction
work.
11 months only (February 1– December 31)
New affiliate in India
During the first quarter of 2008, our new affiliate, Wacker
Neuson Equipment Private Ltd., opened according to plan.
Headquartered in Bangalore, India, this affiliate will work
with several sales and service stations across the country
to distribute the company’s extensive product and service
offering.
Construction work successfully completed
All Wacker Neuson Group construction work was completed
as planned. Our European training center at the Reichertshofen production site and new manufacturing plant in Manila
(Philippines) commenced operations at the start of 2008,
close behind completion of the new Weidemann GmbH plant
in Korbach in November 2007. The Manila plant significantly
expands our production capacity, allowing us to meet
medium-term growth in demand on the Asian market quickly
and efficiently.
At a Supervisory Board meeting on November 6, 2008,
the Executive and Supervisory Boards resolved to close
their production plant in Tredegar (Wales, Great Britain)
due to the downturn in demand for four-wheel dumpers.
The Group is transferring production from Tredegar to its
plant in Linz (Austria). This process will be completed in
spring 2009 and the Group company Wacker Neuson
Rhymney Ltd. will then be dissolved. The shutdown
in Wales resulted in around 90 job losses and costs of
approximately EUR 1 million. Group management took
care to devise socially responsible solutions for the staff
affected by the layoffs.
37
38
Key resolutions at the 2008 AGM
Active capital market communication
and share trends
During the AGM on June 3, 2008 in Munich, shareholders
approved the proposal of the Executive and Supervisory
Boards to change the company’s legal form to a Societas
Europaea (SE) and its name to Wacker Neuson SE. The
necessary legal steps to execute this were taken during
the course of the fiscal year. The name was entered in the
German Register of Companies on February 18, 2009.
In fiscal 2008, the Executive Board regularly made an active
effort to keep stakeholders updated on current company
developments. They accomplished this through a variety of
channels, including the AGM, investor conferences and
national and international roadshows. Our Internet presence
was expanded for analysts and investors. Share price trends
in 2008 reflected current developments on the international
financial markets. While our share was listed at EUR 14.62
at the start of the year, it had fallen to EUR 6.19 year-end.
The shareholders also approved the proposal to pay out a
dividend of EUR 0.27 along with a bonus of EUR 0.23, which
brings the total to EUR 0.50 per eligible share (for a total number of 70.14 million eligible shares) compared with EUR 0.62
last year (for a total of 39.15 million eligible shares). In total
therefore, the company will be paying out EUR 35.07 million
(previous year: EUR 24.27 million). Executive and Supervisory Board members’ actions were officially approved for
fiscal 2007.
Implementation of an employee stock program
During the course of the year, the Executive and Supervisory
Boards resolved to launch an Employee Stock Purchase Plan
for employees who did not have the opportunity to purchase
discounted stock at the time of the IPO in May 2007. This
applies to all employees at non-German affiliates and KramerWerke GmbH. All Wacker Neuson Group employees – with
the exception of those already able to purchase discounted
shares at the IPO – received a net subsidy of 15 percent from
their employer on the purchase of company stock. Any
applicable income tax and social security contributions
payable on that amount are covered by the company. The
maximum number of shares subsidized was the same as the
employee would have been able to purchase at a discounted
rate under the specific limits imposed at the IPO. Around 100
employees availed of this program between November 15
and December 31, 2008. A total of 37,192 shares have thus
been purchased under this program.
Dividend per share in €
(for fi scal year)
2008
2007
2006
2005
1
0.50
0.38
0.27
0.19
1
Dividend payment proposed at the AGM on May 28, 2009
Additional information1
in € million
2008
2008
2008
2007
2007
without PPA2
PPA
with PPA
with PPA3
with PPA4
Sales
870.3
–
870.3
742.1
979.5
EBITDA
pro-forma
1
102.2
1.3
100.9
117.0
157.4
11.7
–
11.6
15.8
16.1
EBIT
64.1
6.1
58.0
78.9
112.6
EBIT margin as a %
7.4
–
6.7
10.6
11.5
41.9
4.5
37.4
54.1
75.0
You will find more information in the table on pages 128-129.
2
3
Including Q4 Neuson Kramer subgroup (start of consolidation: October 1, 2007)
4
Pro-forma figures: as if Wacker and Neuson Kramer subgroup had been consolidated for the entirety of fiscal 2007.
Profit, finances and assets
IV. Profit, finances and assets
The report on profit, finances and assets covers a total of
42 Group companies including the Group parent, Wacker
Neuson SE (previous year: 43).
Following initial consolidation of our merger partner Neuson
Kramer on October 1, 2007, the results of Neuson Kramer
were consolidated in full for the first time as of the first
quarter of 2008. This explanation of profit, finances and
assets/liabilities presents the accumulated Wacker Neuson
Group financial data for the entire financial year, taking
purchase price allocation into account, and contrasts
it with Wacker subgroup financial data for fiscal 2007,
including fourth-quarter figures from the Neuson Kramer
subgroup. For comparison, we also include fiscal 2007
pro-forma figures following purchase price allocation for
key indicators, thus presenting the Group as if it had been
consolidated for the entirety of fiscal 2007.
In the IFRS consolidated financial statements, the assets of
the Neuson Kramer subgroup were realized at fair value as
of October 1, 2007 as part of the initial consolidation. This
resulted in an increase in the cost of sales under inventories
plus increased depreciation and amortization under order
volume and technology, for instance. The impact of these
changes became effective in fiscal 2008 and are referred to
as effects of purchase price allocation in the following.
Results for the previous fiscal year were also influenced by
the high levels of Group investment and sales activities. A
significant volume of compact equipment from our own production facilities was delivered to the rental and demo fleets
of other Group-owned companies. As a result, this equipment did not generate the proceeds that would normally be
achieved through sales to external companies in the period
under review.
Income Statement 2008
in comparison to 2007 and 2007 pro-forma
in € K
2008
2007
2007
incl. Q4
with PPA
Revenue
Cost of sales
Gross profit
Neuson Kramer
pro-forma
with PPA
with PPA
870,331
742,062
979,534
- 576,885
- 459,530
- 633,080
293,446
282,532
346,454
- 156,486
- 140,090
- 153,542
- 25,056
- 20,810
- 26,719
- 53,487
- 48,289
- 60,505
Other income
11,023
8,421
11,042
- 11,451
- 2,859
- 4,098
57,989
78,905
112,632
Financial result
- 2,308
- 660
- 2,178
55,681
78,245
110,454
- 17,576
- 24,142
- 34,928
38,105
54,103
75,526
- 716
23
- 484
0
0
-3
37,389
54,126
75,039
Other expenses
Taxes on income
Profit for the period before minority interests
Minority interests
EBITDA
42,954
38,083
44,783
100,943
116,988
157,415
39
40
Profit
Revenue growth following the merger
Fall in sales, research, development
and administration costs expressed as
a percentage of revenue
Profit affected by market dynamics
Wacker Neuson Group revenue and earnings reflected the
adverse market developments in fiscal 2008. Nevertheless,
revenue grew 17.3 percent to EUR 870.3 million as a result
of the merger (previous year: EUR 742.1 million). Adjusted
to discount currency fluctuations, this corresponds to an
increase of 20.2 percent. Based on pro-forma figures, sales
for the consolidated Group amounted to EUR 979.5 million
in 2007.
The cost of sales rose to EUR 576.9 million (previous year:
EUR 459.5 million). This is attributable to the merger. Over
the course of the year, we were able to absorb the H1 price
increases in raw materials, particularly steel, mainly thanks
to long-term contracts. Based on pro-forma figures, the
cost of sales for the consolidated Group amounted to
EUR 633.1 million the previous year.
Gross profit on revenue grew as a result of the merger to
EUR 293.4 million (previous year: EUR 282.5 million). The
gross profit margin amounted to 33.7 percent (previous year:
38.1 percent). This reduction is attributable to the increased
role played by the compact equipment business segment,
which typically realizes a lower gross profit margin but also
reports lower selling expenses. The margins here are also
lower than in the light equipment segment due to a multiplestage sales system in the agricultural market. Based on
pro-forma figures, gross profit for the consolidated Group
amounted to EUR 346.5 million in 2007 (gross profit margin:
35.4 percent).
Fall in administrative costs expressed as a
percentage of revenue
We introduced and implemented cost-cutting measures in
the second half of fiscal 2008 to align cost structures with
the downturn in business activities. The full impact of these
cost-efficiency measures will not be felt till fiscal 2009. Expressed as a percentage of revenue, selling expenses, plus
R&D and administrative costs were nevertheless down to
27.0 percent (previous year: 28.2 percent).
Selling expenses rose by 11.7 percent to EUR 156.5 million
(previous year: EUR 140.1 million). This increase is attributable to the merger and new hires to support our expanding
sales and rental activities, particularly in Eastern Europe.
Here it should be noted that the selling expenses as a percentage of revenue have dropped to 18.0 percent for the
new merged company relative to the Wacker Group for
the same period last year as a result of the dealer network
operated by Neuson Kramer (previous year: 18.9 percent).
Based on pro-forma figures, sales and service expenses
amounted to EUR 153.5 million in the previous year.
Research and development costs were up 20.4 percent to
EUR 25.1 million (previous year: EUR 20.8 million) due to
the merger. A total of EUR 3,7 million in development costs
was capitalized by all manufacturing companies in the past
fiscal year. In relation to sales, the R&D ratio rose slightly to
2.9 percent, in comparison with 2.8 percent the previous
year. Based on pro-forma figures, the consolidated Group’s
expenditure in this area amounted to EUR 26.7 million in the
previous year.
General administrative costs increased by 10.8 percent to
EUR 53.5 million (previous year: EUR 48.3 million) as a result
of an increase in the workforce following the merger, the
expansion of activities in Eastern Europe and merger costs,
including those involved in renaming the affiliates to “Wacker
Neuson”. Expressed as percentage of revenue, administrative costs were at 6.1 percent (previous year: 6.5 percent).
Based on pro-forma figures, the administrative expenses for
the consolidated Group amounted to EUR 60.5 million in
the previous year.
Administrative expenses
as % of sales
2008
6.1
2007
6.5
Sales, development and administration costs
as % of sales
2008
27.0
2007
28.2
The 30.9 percent increase in other operating income to
EUR 11.0 million (previous year: EUR 8.4 million) is attributable to a rise in exchange rate gains.
Other operating expenses grew to EUR 11.5 million (previous year: EUR 2.9 million). The difference is attributable to
exchange losses of EUR 6 million on the previous year and
a value adjustment on real estate held by the English Group
member Wacker Neuson Rhymney Ltd.
Profit impacted by downturn in unit sales, stocking
of our own rental and demo fleets and purchase price
allocation
Taking purchase price allocation into account, profit before
interest, tax, depreciation and amortization (EBITDA) fell
13.7 percent from EUR 117.0 million to EUR 100.9 million
in spite of the merger. The EBITDA margin amounted to
11.6 percent (previous year: 15.8 percent). Discounting purchase price allocation, EBITDA decreased to EUR 102.2
million (previous year: EUR 119.6 million), resulting in an
EBITDA margin of 11.7 percent. The effects of purchase
price allocation totaled EUR 1.3 million. Based on pro-forma
figures, consolidated EBITDA in the previous year amounted
to EUR 157.4 million (EBITDA margin: 16.1 percent).
Depreciation and amortization increased 12.8 percent to
EUR 43.0 million (previous year: EUR 38.1 million). This was
primarily due to the merger, increased investment in the Central and Eastern European rental business, capacity expansion and purchase price allocation. Based on pro-forma
figures, depreciation and amortization for the consolidated
Group amounted to EUR 44.8 million in the previous year.
Profit before interest and tax (EBIT) taking purchase price
allocation into account dropped 26.5 percent to EUR 58.0
million (previous year: EUR 78.9 million). The EBIT margin
dropped to 6.7 percent (previous year: 10.6 percent). The
effects of purchase price allocation amounted to EUR 6.1
million. Discounting purchase price allocation, EBIT decreased to EUR 64.1 million (previous year: EUR 90.4 million),
corresponding to an EBIT margin of 7.4 percent. Based on
pro-forma figures, consolidated EBIT amounted to EUR 112.6
million in the previous year (EBIT margin: 11.5 percent).
Earnings were impacted particularly by exchange rate fluctuations as well as by the effects of the elimination of interim
profit and merger costs. The euro’s advance against the
dollar in comparison with the previous year with an average
exchange rate of EUR 1 to USD 1.4741 (previous year: EUR 1
to USD 1.3790) and the exchange rate fluctuations of other
currencies had an impact on profit to the tune of 2.6 million.
The financial result amounted to EUR - 2.3 million (previous
year: EUR - 0.7 million). This result is attributable to the
high volatility of the financial markets and its impact on company investments. Profit before tax (EBT) fell 28.8 percent
to EUR 55.7 million (previous year: EUR 78.2 million). Based
on pro-forma figures, the consolidated financial result
amounted to EUR - 2.2 million in the previous year and EBT
was EUR 110.5 million.
Tax expenditure decreased to EUR 17.6 million (previous
year: 24.1). The tax ratio increased slightly to 31.6 percent
from 30.9 percent the previous year.
Allowing for purchase price allocation, profit for the period
amounted to EUR 37.4 million, 30.9 percent below the previous year’s result of EUR 54.1 million. The effects of purchase
price allocation totaled EUR 4.5 million. Based on pro-forma
figures, the consolidated profit amounted to EUR 75.0 million
in the previous year.
Based on a weighted average number of ordinary shares in
circulation during the period of 70.14 million, earnings per
share totaled EUR 0.53 (previous year: EUR 1.10 with 49.2
million shares).
In view of the current market climate’s impact on earnings,
the Executive and Supervisory Boards of Wacker Neuson SE
will propose a dividend of EUR 0.19 per eligible share at
the AGM on May 28, 2009 (based on a total of 70.14 million
eligible shares). Last year the company paid out EUR 0.50
for each of its eligible shares. In total therefore, the company
will be paying out EUR 13.33 million (compared with EUR
35.07 million last year). The distribution ratio pans out at
approximately 32 percent based on the Group profit before
purchase price allocation in the amount of EUR 41.9 million.
41
42
Finances
Stable liquidity situation within the Group
Future credit lines and terms confirmed
Reduction of working capital planned
Financial management at the Wacker Neuson Group strikes
a healthy balance between financial security, return on equity
and earnings. As part of this policy, we draw on set balance
sheet ratios and key indicators to manage our financing
needs.
Our aim is to fund day-to-day operations with operative
cash flow as far as possible. We invest any financial surplus
promptly and securely to capitalize on the prevailing interest
rates and use such funds subsequently to finance further
growth. For investments, depending on the type in question,
we make targeted use of special financing options.
The Wacker Neuson Group uses standard financial instruments such as foreign exchange forward contracts and
interest rate swaps exclusively for hedging purposes and to
minimize risks. Financial instruments without a corresponding underlying transaction are not carried out.
perty, plant and equipment in fiscal 2008 (previous year:
EUR 81.6 million). This included both the expansion of the
sales and rental station network in Eastern Europe, and
the replacement of compact equipment in the rental fleet
with high-quality proprietary products, which alone accounted for investments to the sum of EUR 34.0 million. It also
reflects ongoing measures to expand capacity at new
manufacturing plants in Norton Shores (US) and Pfullendorf
(Germany), as well as the construction of a new research
and development center in Munich (Germany). When considering these figures, it should be noted that only investments that have been paid are recognized in the cash flow
from investment activities. Items from fiscal 2007 that were
not paid until fiscal 2008 have been added to investments
per fixed asset schedule. Investments per fixed asset schedule, including the merger, amounted to EUR 90.6 million in
fiscal 2008 (previous year: EUR 108.1 million).
Investments (extract)
in € million
2008
Expansion of rental business in Central and
Eastern Europe
34.0
Construction of new production plant for
Ground Heaters, Inc, Norton Shores, USA
6.4
Construction of Kramer Allrad new production
Liquidity management’s main objective is to ensure
financial solvency
plant in Pfullendorf, Germany
The main objective of liquidity management is to ensure the
financial solvency of the Wacker Neuson Group at all times.
To this end, the Wacker Group maintains a cash pool in
which almost all its companies participate. The accumulated
cash pool balance provides participants with necessary
financial resources up to an individually fixed limit. Participants who make positive deposits receive interest equivalent to market conditions for the respective currency.
ment center in Munich, Germany
Cash flow and liquidity
Cash flow from operating activities reached EUR 31.1 million
at the end of the fiscal year (previous year: EUR 55.0 million).
Cash flow from investment activities came to EUR - 9.5 million
in the reporting period (previous year: EUR - 141.8 million).
The following factors in particular contributed to this drop:
proceeds from the sale of marketable securities, acquired
the previous year for EUR 85.7 million, plus the high level
of investment activity. We invested EUR 93.1 million in pro-
34.8
Construction of new research and develop5.5
Cash flow from financing activities totaled EUR - 21.9 million (previous year: EUR 96.4 million). The previous year’s
figure was primarily due to the issue of new shares generating net proceeds to the value of EUR 165 million. Outlays
included dividend payments of EUR 35.3 million and longterm bank-loan repayments amounting to EUR 5.4 million,
accompanied by new, short-term loans to the value of
EUR 19.1 million.
Free cash flow totaled EUR 23.4 million in the last fiscal year
(previous year: EUR 62.1 million). Free cash flow is made up
of cash flow from operating activities, and from investment
activities without changes to the consolidation structure, plus
amounts accruing from the issue of new shares including
the costs of raising capital. Cash holdings fell in 2008 from
EUR 38.8 million to EUR 37.3 million.
Assets
Statement of free cash fl ow changes
in € K
2008
2007
31,133
54,980
Cash flow from operating
activities
- 9,469
- 141,754
+ 1,771
- 10,572
- 69
- 5,582
0
+ 165,000
23,366
62,072
Change in consolidation
structure
Costs of procuring capital
Issue of new shares
Free cash flow
Share capital unchanged
Long-term borrowings down
Cash flow from investment
activities
Balance sheet total slightly down
Current liquidity needs can be met through a combination
of our own liquid assets and the credit lines extended to
Wacker Neuson by credit institutes. At the closing date,
less than half of all short- and long-term credit lines had
been drawn.
Despite the current financial crisis, the Group still has
sufficient credit lines from German and international credit
institutions to meet future liquidity requirements. These can
be drawn on as and when required. The distribution of total
borrowings among multiple banks means we are not dependent on individual lenders. This is an effective response to
financial market uncertainty, guarding us against the risk of
collapse of a credit institute and the associated loss of a
credit line. We are also seeing higher interest charges as a
result of increased bank margins, although these should be
partly compensated for by the lower interest rate level.
In addition to reducing the working capital, the balance
sheet structure offers further options for securing liquidity
insofar as these are deemed necessary.
Working capital
At EUR 303.9 million, working capital was up 11.9 percent
in comparison with December 31, 2007 (previous year:
EUR 273.2 million) due to the merger. Inventory increased
to EUR 217.0 million (previous year: EUR 175.1 million) due
to the global slowdown in product demand, particularly in
the compact equipment business segment. Trade payables
dropped 48.8 percent to EUR 32.3 million (previous year:
EUR 63.1 million), thanks primarily to the speed with which
production was able to respond to the downturn in demand.
Trade receivables consequently dropped 26.1 percent to
EUR 119.2 million (previous year: EUR 161.2 million). Working capital fell in relation to sales from 36.8 percent in the
previous year to 34.9 percent.
The balance sheet total fell during the last fiscal year to
EUR 1,178.6 million (previous year: EUR 1,214.5 million).
Assets rose to EUR 703.6 million (previous year: EUR 651.5
million). This is due in particular to an increase in property,
plant and equipment to EUR 272.9 million (previous year:
EUR 221.9 million). The slight increase in goodwill to EUR
326.1 million (previous year: EUR 325.7 million) is attributable
to the effects of foreign currency fluctuations. Intangible
assets fell to EUR 98.4 million (previous year: EUR 100.2
million).
Finished products increased to EUR 159.1 million (previous
year: EUR 114.0 million) due to the global slowdown in product demand. Current assets dropped to EUR 428.6 million
(previous year: EUR 517.5 million) due to changes in marketable securities.
High equity ratio
Equity remained almost unchanged in the reporting period
at EUR 911.8 million (at December 31, 2007: EUR 912.7
million).
The company’s share capital remained constant at EUR
70.14 million. This resulted in an equity ratio of 77.4 percent
(at December 31, 2007: 75.2 percent). In our view, it is thus
still at a high level for the industry.
Total non-current liabilities dropped 6.6 percent to EUR
100.1 million (previous year: EUR 107.1 million). While longterm borrowings dropped to EUR 38.8 million (previous
year: EUR 44.2 million), primarily attributable to repayment
of bank loans, long-term provisions at EUR 29.3 million
remained at almost the same level as last year (previous
year: EUR 29.2 million). Deferred tax posted as liabilities
dropped to EUR 32.0 million (previous year: EUR 33.7
million).
43
44
At EUR 166.7 million, total current liabilities are down
14.4 percent (previous year: EUR 194.6 million). This is
mainly due to a fall in trade payables.
Balance sheet structure
Assets
in € million
2008
63.6%
36.4%
1,178.6
2007
57.4%
42.6%
1,214.5
Non-current assets
Current assets
Summary of profit, fi nances and assets
In summary, Group management welcomes the results for
the last fiscal year as further strengthening the company’s
healthy financial position. Despite the challenging market
situation, the Wacker Neuson Group’s financial position is
healthy, based on a relatively high equity ratio and a low net
financial debt compared with its peers.
V. Reporting by region
Equity and liabilities
Market dynamics affect product sales in the
in € million
Europe and Americas regions
2008
77.4%
8.5% 14.1%
1,178.6
2007
75.2%
8.8% 16.0%
1,214.5
Equity
Non-current liabilities
Net fi nancial debt
Dec. 31, 2008
- 38,845
- 44,219
Current borrowings from banks
- 81,742
- 72,103
Current portion of non-current
liabilities
- 5,876
- 6,073
Marketable securities
+ 1,894
+ 88,656
+ 65,600
+ 76,816
- 58,969
43,077
Total
With its broad product portfolio and high-quality services,
the Wacker Neuson Group not only supplies construction
companies who use the equipment themselves, but also
dealers, rental organizations and importers across the globe.
Our segment reporting provides an overview of business
development divided into primary reporting by region (Europe,
Americas and Asia) and secondary reporting by business
segment (light equipment, compact equipment and
services).
Dec. 31, 2007
Non-current liabilities
Cash and cash equivalents
Lively demand from the agricultural industry
Current liabilities
The net financial debt at December 31, 2008 amounted to
EUR 59 million (balance at December 31, 2007: + 43.1 net
financial assets). To calculate net financial debt, please
refer to item 30 in the notes, “Risk Management/Capital
Management”.
in € K
Healthy demand for services
While sales in the Asia region and services segment developed positively, sales in the Europe and Americas regions
and the light equipment and compact equipment segments
were negatively impacted by market trends.
Sales by region
Asia
3.1 (3.4)
Americas
19.2 (26.4)
Europe
77.7 (70.2)
Reporting by region
Europe
Positive performance in Eastern Europe
Sales by region: Europe
in € K
2008
676,153
2007
520,658
EBIT by region: Europe
in € K
2008
45,774
2007
50,884
Europe was again the strongest sales driver in fiscal 2008.
Fueled by the merger, sales rose 29.9 percent to EUR 676.2
million (previous year: EUR 520.7 million). Segment profit
before interest and tax (EBIT) fell from EUR 50.9 million to
EUR 45.8 million (- 10.0 percent).
Investments by European construction companies
dwindle
The negative market trends resulting from the US subprime
crisis shifted increasingly to Europe as the year wore on,
hitting Western Europe’s leading construction markets in
Spain and Great Britain with full force. Caution increased
among construction companies across Europe and orders
were deferred or even canceled. In addition, the relatively
mild winter meant that major infrastructure projects were
completed ahead of schedule, resulting in time lags with
respect to follow-up projects. Heightened competition and
increasing price erosion were the result. Although demand
for light equipment remained below the previous year’s
level throughout the entire year, demand for compact
equipment targeted at the construction industry did not
start to fall until the second half of 2008. The reporting
period nevertheless saw healthy demand in this region both
for services and for compact equipment targeted at the
agricultural industry, in particular.
Almost all affiliates in this region therefore saw sales fall in
fiscal 2008. Our strong market presence, the depth and
breadth of our product portfolio and superior rental, spare
parts and repair services provided business momentum
however, as did the positive results from Weidemann GmbH
for products for the agricultural industry.
Performance was positive in Switzerland, Austria, Eastern
Europe and South Africa. In June, the UEFA European
Soccer Championship was responsible at times for stopping construction work on Austrian infrastructure projects
nationwide.
In Eastern Europe, our affiliates benefited increasingly from
healthy levels of construction activity, particularly infrastructure, modernization and residential construction projects.
Our Russian affiliate saw a leap in sales of over 30.0 percent. To exploit market potential, we will continue to expand
our sales activities and rental operations in Eastern Europe.
New service stations were opened in Ceske Budejovice and
Ostrau in the Czech Republic, in Szcecin, Krakow, Warsaw
and Lodz in Poland as well as in St. Petersburg in Russia.
The construction industry experienced a slowdown in fiscal
2008 in all Scandinavian countries apart from Sweden.
Demand for portable hydronic heating equipment recently
launched was healthy in the utility business field.
The sales teams at our French, Spanish and Hungarian
affiliates are now also responsible for distributing compact
equipment. Our affiliate in South Africa benefited from
renewed growth in the construction industry. Exports to
the Middle East were slightly up on the previous year.
German business remains stable and healthy
Once again, Germany achieved the strongest sales in the
Europe region last fiscal year. Business was initially very
brisk on the German market. Despite ongoing construction
work and numerous plans for commercial, highway and
underground projects, construction activities fell steadily
during the course of the year. This had a negative impact
on the sale and rental of light and construction equipment.
We nevertheless managed to hold onto our leading market
position, ensuring customer proximity with over 70 sales
and service stations. Other factors that had a positive
impact include new products and our improved service
offering.
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46
Americas
Sales by region: Americas
in € K
2008
166,936
2007
196,055
Demand for portable hydronic heating equipment from our
US subsidiary, Ground Heaters, Inc., was healthy. Ground
Heaters, Inc., which was acquired in 2006, ceased to exist
as an independent entity on December 8, 2008 and was
liquidated. Business activities were not affected, however,
and were taken over by our affiliate Wacker Neuson
Corporation.
EBIT by region: Americas
Positive trend in Canada and South America
in € K
Performance was positive in Canada. Performance was also
positive in South America due to state-subsidized infrastructure projects and a flourishing mining industry. In Mexico, the
impact of the US subprime crisis led to a downturn in business over the course of the year. In Canada, we concluded
an agreement with the 4-Way Equipment Rentals company
for distribution of our complete product portfolio.
2008
11,599
2007
25,761
As the year wore on, development in the Americas region
was influenced more and more by the fluctuating euro/dollar
parity and uncertainties on the US real estate and mortgage
market. This resulted in a sharp drop in residential construction – stable investment levels in non-residential construction were unable to compensate for this adverse trend.
Asia
Sales by region: Asia
in € K
Despite increased sales efforts, overall sales fell 14.9 percent
in fiscal 2008 to EUR 166.9 million (previous year: EUR 196.1
million). Segment profit before interest and tax (EBIT) totaled
EUR 11.6 million (previous year: EUR 25.8 million). However,
adjusted to reflect exchange rate fluctuations, sales in the
Americas fell 9.0 percent. As in previous years, our US
affiliate yielded the lion’s share of sales in the US. Considered in the local currency (US dollars), the US production
and sales affiliate, Wacker Neuson Corporation, recorded
revenue only 11.5 percent below the previous year’s level,
despite increased exports to Europe and Asia.
For our US affiliate, fiscal 2008 was furthermore characterized by numerous measures to launch compact equipment
on the American market, including trade fairs showcasing
our products and training courses. We are pleased to report
that during the course of the year, the number of dealer
distribution agreements for Wacker Neuson US products
increased to over 30. In light of this development, we decided
to rethink plans to establish a service station network on a
franchise basis under our EQUIPRO start-up concept, and
instead to entrust Wacker Neuson’s new dealers with service
delivery.
2008
27,242
2007
25,349
EBIT by region: Asia
in € K
2008
1,393
2007
3,105
Asia remains a growth market for Wacker Neuson, although
serious demand for light and compact equipment is not expected to kick in until the usual five to ten years have lapsed
since the initial infrastructure projects. The company is
systematically preparing for rising demand and opened an
affiliate in India in fiscal 2008.
Sales growth in Asia
In the Asia region, sales were up 7.5 percent on the previous
year, from EUR 25.3 million to EUR 27.2 million. Segment
profit before interest and tax (EBIT) fell 55.1 percent to
EUR 1.4 million (previous year: EUR 3.1 million).
Reporting by business segment
Thanks to national infrastructure projects to expand the
highway and railroad network, we enjoyed an increasingly
positive trend in this region over the course of the year,
although exchange rate fluctuations had an impact on revenue figures. In order to capitalize more effectively on the
positive construction climate in this area, we strengthened
our market presence in China by stepping up sales activities during the course of the year. Sales in China grew
47.0 percent despite a building freeze in major cities before
and during the Olympic Games in Beijing.
Performance also remained positive in Australia and New
Zealand, but was down slightly in Japan and Thailand.
VI. Reporting by business segment
Product sales in both light and compact
Light equipment
The light equipment segment covers the Wacker Neuson
Group’s activities within the business fields of concrete
technology, soil and asphalt compaction, demolition and
utility and covers the manufacture and sale of light equipment weighing up to approximately three metric tons. This
is our core business, targeting professional light equipment
users in mainstream construction, gardening and landscaping worldwide. Our customers are predominantly active
in non-residential construction and mainly use our products
in new developments and infrastructure repairs, but also in
structural and commercial projects. Production is demanddriven with short delivery times of between 24 and 48 hours.
The company therefore does not have an order backlog for
this segment.
Sales before discounts in this business segment fell
18.8 percent from EUR 408.2 million to EUR 331.4 million.
This is attributable to decreased unit sales of new equipment to major customers, mainly in the US, Spain, France
and Great Britain.
equipment affected by market dynamics
Services segment performs well
Agricultural industry performs well
Sales in the light and compact equipment segments was
negatively impacted by market trends in fiscal 2008. The
popularity of our service offering in the market is reflected
in higher revenue from the services business segment.
Since the Neuson Kramer subgroup does not produce light
equipment, this is reflected in the Wacker subgroup figures.
Following the merger, this segment accounts for 37.8 percent of total sales (before discounts) (previous year: 54.6
percent).
Sales by business segment
New products
in € K
Light Equipment
2008
2007
331,352
408,170
Compact Equipment
355,979
179,480
Services
188,507
159,657
Minus cash discounts
= Total sales
5,507
5,245
870,331
742,062
We expanded our portfolio by launching 63 new products
or product variants worldwide (previous year: 47). We introduced a number of technical innovations that comply with
all the latest environmental and user protection statutory
guidelines. Following in the footsteps of large breakers, we
also reduced hand-arm vibrations from reversible vibratory
plates. The company also launched an entirely redesigned
version of the self-constructed two-stroke WM 80 engine
for gasoline vibratory rammers and breakers. This engine
satisfies all global emission guidelines.
In the concrete technology business field, new launches
included a new line of internal vibrators, new walk-behind
and ride-on trowels as well as a rebar cutter product group.
In the demolition business field, we launched a new range of
floor saws and a new cut-off saw, whereas in the utility
business segment, we introduced a range of new mobile
generators and a portable hydronic heater.
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48
Compact products launched through the existing
sales network
Sales by business
Services
21.5 (21.4)
Light Equipment
37.8 (54.6)
Compact Equipment
40.7 (24.0)
Compact equipment
The compact equipment business segment covers the
manufacture and sale of compact machinery weighing up
to approximately 14 metric tons. In addition to all-wheel
and articulated wheel loaders, the compact equipment
segment features compact excavators, skid-steer loaders,
telescopic handlers and dumpers as well as attachments.
This segment recorded sales of EUR 356.0 million before
discounts and including results from the Neuson Kramer
subgroup – up 98.3 percent from EUR 179.5 million the
previous year. In line with this, the proportion of total sales
(before discounts) contributed by the compact equipment
segment rose following the merger from 24.0 percent in the
previous year to 40.6 percent. However, it should be noted
that some of this compact equipment was used to stock
our own rental pool and build up demo fleets, so this por tion
of sales was not included in Group sales. It should also be
noted that stocking our own rental pool does not in any way
contribute to operating income. This will be achieved in the
future by renting out these products.
Performance in this business segment was characterized
by very positive sales in the first half of 2008 and a rapid fall
in demand as a result of prevailing market trends in the
second half. Increasing reluctance to invest among rental
companies and major customers resulted in the deferment
and cancellation of orders. We are countering this development through special financing programs. At the closing
date on December 31, 2008, accumulated orders for
compact equipment for the construction and agricultural
industries was thus 25 percent below the equivalent figure
for the previous year.
During the period under review, we also focused on
launching compact equipment via our global sales and
service network, primarily in Spain, Switzerland, Australia
and the US. Customer feedback on our high-quality
products has been very positive in these countries.
We continue to innovate and improve the quality of this extensive portfolio, encompassing around 40 models. The
Group’s proven Kippmatic technology was taken to the
next level for compact excavators with the vertical digging
system (VDS). This system enables the chassis to navigate
differences in surface heights during excavation work.
During the course of the year, two new skid-steer loader
models and a number of new telescopic handler and wheel
loader machine variants were launched under the Kramer
Allrad and Weidemann brands.
Growing demand for products for the
agricultural industry
Following the completion of Weidemann GmbH’s new
production facility in Korbach at the end of 2007, 2008
witnessed increased efficiency in the production of articulated wheel loaders for the construction and agricultural
industries as well as in the production of proven Hoftrac
products for the agricultural industry. Thanks to strong
demand fueled by modernization and rationalization investments from the agricultural industry, Weidemann GmbH
sales grew 27.0 percent to EUR 107.5 million (previous year:
EUR 84.7 million). Weidemann GmbH also introduced SAP
on January 1, 2009. Demand was also positive for telescopic
handlers from Kramer GmbH, distributed by CLAAS Global
Sales GmbH.
Services
The services business segment encompasses the Wacker
Neuson Group’s after-market (repair and maintenance)
and rental business fields, each covering both light and
compact equipment.
Other factors that impacted on results
Sales before discounts in this segment increased by
18.1 percent as a result of the merger, to EUR 188.5 million
(previous year: EUR 159.7 million). This segment’s share of
total sales (before discounts) was thus 21.5 percent following
the merger (previous year: 21.4 percent).
VII. Other factors that impacted on results
New products and product variants developed
Numerous new patent applications
Services resonate strongly among customers
In the after-market business field, our activities in the traditional repair and spare parts segment were once again
right on track in 2008. We reduced lead times for repairs,
improved our equipment pickup and delivery service
from and to construction sites, intensified training for our
service staff and opened a number of new sales and service stations. We were able to hold our own against independent workshops and construction machinery dealers.
Sales in this business field grew from EUR 104.0 million to
EUR 133.8 million (+ 28.7 percent). Training for service staff
remains a high priority at Wacker Neuson. We also continued expanding our service business over the reporting
period, particularly in Eastern Europe.
Growing demand for rental equipment in Central
and Eastern Europe
The rental business in Central and Eastern Europe remained
stable during the year under review, despite the difficult
market conditions. Sales leveled out at around EUR 54.7 million, just 0.9 percent lower than the previous year’s level of
EUR 55.2 million. Our strategy of equipping existing sales
and service stations with more rental equipment and setting
up new stations, particularly in Eastern Europe, is paying
off here. In total, we invested EUR 34.0 million in replacing
rental equipment and expanding our rental business in
Central and Eastern Europe with products from Wacker
Neuson production plants.
Developments over the past year again confirmed that our
customers view renting as a useful supplement to purchasing. Companies are attracted by the flexibility and attractive
cost structure of renting. The trend for short-term contracts
became more pronounced, with the number of daily rentals
outweighing that of monthly or longer-term rentals. We have
continued our strategy of supplying more rental equipment
to sales and service stations and meeting the full spectrum
of customer requirements with a wider product offering.
Construction of a new research and development
center in Munich has commenced
The company’s research and development (R&D) departments are responsible for designing new products and
continually enhancing existing models. Both lines of activity
are inspired solely by end user needs. Our wide product
offering enables operators to maximize the efficiency of
construction processes, whether the machinery be bought
or rented. Our development work over the last fiscal year
was also aimed at lowering manufacturing costs. Our new
and improved products combine high quality with costeffective deployment. We also consider ourselves pioneers
for product safety and operator protection.
The development departments for products in the light
equipment segment are located in Munich (Germany),
Milwaukee (US) and Manila (the Philippines). Products in
the compact equipment segment under the Weidemann
brand are developed at Weidemann GmbH headquarters in
Diemelsee-Flechtdorf, with compact products under the
Kramer Allrad and Wacker Neuson brands being developed
at the respective production plants in Pfullendorf and Linz.
The number of employees in the R&D departments for the
last fiscal year was lower than the previous year, with just
261 employees (previous year: 270 employees). The R&D
payroll mainly consists of mechanical engineers, technical
engineers, technical drawers and other skilled workers.
As we design basic versions for the global market and
continually adapt them to meet country-specific requirements, we offer a vast range of product variants. In 2008,
we launched 63 new developments and product variants
worldwide (previous year: around 47). R&D expenditure for
the reporting period rose 20.4 percent to EUR 25.1 million
(previous year: EUR 20.8 million). This brought our R&D cost
ratio up to 2.9 percent (previous year: 2.8 percent).
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50
Over the last fiscal year, we filed a total of 58 new trademark rights worldwide (previous year: 69 patents). 87 new
trademark rights were awarded (previous year: 47 patents).
We develop our employees through seminars on project
management and design engineering, as well as external
training courses. We also continued the expansion of our
testing department by adding cutting-edge measurement
and test stations.
(Austria). In addition to these measures, short-time work will
be initiated from fiscal 2009 in Reichertshofen and Linz,
followed by Pfullendorf. As of December 31, 2008, we had
517 employees at these production sites (previous year:
511). As of the same date, a total of 1,031 employees were
involved in production across the entire Group (previous
year: 1,072).
Process improvements implemented
The research and development center in Munich currently
under construction and due to be completed in 2011 will
help to maintain a strong innovative drive and secure the
high quality of our products in the light equipment segment.
As part of the move to align our processes, we also held
discussions with our suppliers. In addition, we have again
improved our production and logistics processes to further
reduce machining and wait times, and aligned our machinery pool with market requirements.
Research and development expenditure
Increased inventory
in € million
We reacted quickly to falling demand for our products
by reducing output in our production plants. Despite our
flexible structure, inventory nonetheless increased. However,
we are able to produce single machines cost-effectively.
Each machine that leaves one of our production plants is
tested and the results documented for quality assurance
purposes.
2008
25.1
2007
20.4
Production
Production output flexibly adapted to demand
Group-wide efficiency gains
Short-time working introduced
The market-related fall in demand for our products in fiscal
2008 resulted in a gradual drop in the utilization of our
manufacturing facilities. This decline affected the fourth
quarter of 2008 in particular. Our plants in Reichertshofen
(Germany), Milwaukee, Spring Lake (both in the US) and
Manila (the Philippines) – all sites where products in the
light equipment segment are produced – were affected, as
were manufacturing facilities for the compact equipment
segment in Linz-Leonding (Austria) and Tredegar (Wales).
Utilization of production plants owned by our affiliates
Weidemann GmbH in Korbach and Kramer Werke GmbH
in Pfullendorf reflected market dynamics in fiscal 2008,
thanks to the fact that these plants produce agricultural
products.
Our strategy of flexibility proved a success in this situation.
It allowed us to compensate for the economic downturn
by lowering costs. We achieved this by employing fewer
temporary workers, as well as reducing vacation and flexitime accounts. Market developments prompted us to close
our production plant in Tredegar (Wales, Great Britain) and
relocate production of our four-wheel dumpers to Linz
We stepped up efforts to integrate spare parts production
for the Group member Weidemann in the Reichertshofen
plant. A total of 900 parts have already been introduced.
We are currently considering partial transfer of spare parts
production for Group member Kramer-Werke GmbH. The
focus factory also took on contract work for the Groupowned steelwork company, Wacker Neuson Kragujevac
d.o.o. in Serbia.
Quality and sustainability
Increased awareness surrounding sustainability
Systematic implementation of quality processes
Certified quality management system
Over the past few years, the Wacker Neuson Group has
been working to raise awareness in the company around
the importance of sustainability in our business dealings.
In 2008, we continued our systematic implementation of
international, national and local legislation and regulations
concerning user safety and environmental protection.
We introduced measures to improve the ergonomics of
our products, and to reduce fuel consumption, vibrationinduced impact and noise emissions.
We observe the guidelines governing general emissions,
exhaust gas included, plus water and soil protection. As
part of his drive, we reduced emissions from our vibratory
rammer and gasoline breaker motors to below the statutory
levels. We also minimized our environmental footprint
through eco-friendly recycling of materials and resources
and separation of potential recyclables in production and
administration.
in Serbia, which produces steelwork components for the
compact equipment segment and delivers these to other
Wacker Neuson Group members.
Logistics
Rapid availability of products and spare parts
Internal processes and supply structures
Quality management system confirmed by audit
We document our underlying processes and benchmarking
systems in our quality management system, certified to
DIN EN ISO 9001/2000. This covers the light and compact
equipment business segments for the Group headquarters
in Munich, production plant in Reichertshofen, logistics
center in Karlsfeld and all sales regions in Germany. In the
first half of fiscal 2008, an external audit reconfirmed that
our quality management system is comprehensive and
effective.
Purchasing
Materials requirement adapted to
production volume
Reduction of materials costs through
standard agreements
Cushioning against fl uctuations in
raw material prices
Procurement in 2008 had to contend with extreme volatility
on the raw materials market. While the first half of 2008 was
marked by overheating and extreme asking prices, particularly in the energy, metal and steel markets, the situation
improved significantly in the later half of the year.
Thanks to mainly long-term purchase agreements, the
procurement department at the Wacker Neuson Group was
able to curb the effects of raw material price increases on
earnings.
The light and compact equipment segments have both coordinated their procurement activities. To capitalize on the
synergies created by the bundling of demand, production
sites from both segments have defined a “lead buyer” concept. The positive effects of the merger with Neuson Kramer
are already evident in a number of Group tender projects.
The terms negotiated in this way are then freely available to
all plants. We have expanded the activities of our company
improved
Positive effects of the merger
The Wacker Neuson Group logistics centers for new products, spare parts and accessories are located in Karlsfeld
(Germany), Germantown, (Milwaukee, US) and Hong Kong
(China). Weidemann GmbH spare parts logistics is integrated in the Karlsfeld center. Our dispatch system for new
products and spare parts in the compact equipment segment is decentralized, shipping directly from the plants in
Linz and Pfullendorf. New products from Weidemann GmbH
are shipped from the Korbach plant.
Inventory stock remained stable at our Karlsfeld logistics
center, reaching EUR 30.0 million (previous year: EUR 29.6
million) at the end of fiscal 2008. Altogether, this center’s
current capacity lies at around 14,400 new machines (previous year: 16,600) and around 22,000 different spare parts
(previous year: 22,400). Inventory stock at our US logistics
centers and in Hong Kong as well as inventory stock in
plants producing compact equipment, rose by 40 percent
to previous year.
We were able to handle the workload with a total headcount
of 293 (previous year: 271) across all locations in fiscal
2008. We continued to concentrate on production planning
efficiencies at the logistics centers and high flexibility at the
focus factories on our production sites. The increase in staff
numbers can be explained by new hires in the Americas
region to drive expansion of the compact equipment
segment.
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52
Together with the Wacker Neuson ex works plants in Linz,
the Kramer plants in Pfullendorf and Weidemann plant in
Korbach, the company put out a tender for all compact
equipment shipments in the Group in the fall. The company
expects efficiency gains in this area due to the consolidation of shipments post-merger.
Headcount by region
Human resources
Employees by sector
Europe
73.5 (73.3)
Americas
20.2 (20.2)
Asia
6.3 (21.4)
in %
Recruitment drive to expand rental business
Emphasis on employee development
Management
1.2
Administration
8
Sales
22.4
Service
18.3
Training for young people actively supported
Human resources work in the Wacker Neuson Group over
the last fiscal year concentrated on the merger with Neuson
Kramer, employee development, and – particularly in the
latter half of the year – measures aimed at securing jobs.
Logistics
8
Production
37
Other
5.1
Human resources figures
As of December 31, 2008, the company employed a total of
3,665 people (previous year: 3,659). These figures do not
reflect the actual number of people employed. They are
calculated by converting the number of positions within the
company into full-time jobs. At the end of the year, personnel
costs totaled EUR 191.5 million (previous year: EUR 167.8
million). The increase is a direct result of the merger.
Group-wide human resources reporting is currently being
further expanded. Relative to 2007, we were able to provide
a larger number of human resource indicators in the period
under review. The following Group figures are only based
on approximately 77 percent of the total workforce, relative
to 2,875 employees in our production companies (number
of people employed: 3.739)
Among Wacker Neuson Group employees, 2,693 employees
or 73.5 percent of all employees were employed in Europe
as of the balance sheet date (previous year: 2,683). 740
were employed in the Americas region (previous year: 738),
with 232 in the Asia region (previous year: 238). In Germany,
headcount grew to 1,708 in fiscal 2008 (previous year: 1,651),
and the number employed in the US was 658 at the end of
the year (previous year: 663). New hires were particularly
concentrated in the Europe region in the service sector due
to the expansion of the Group’s rental business, as well
as in the Americas region in the logistics sector due to the
expansion of the compact segment. In the areas of sales and
administration, the number of employees remained almost
constant. At the same time, employee numbers were
reduced in the production sector by not replacing positions
that became available and by closing the plant in Wales.
December 31, 2008
2008
Key figures1
Part time employees in %
3.86
Number of trainees
161
Quota of trainees in %
Expenses for personnel development in € K
Average age in years
Number of men/women (proportion in %)
5.60
appr. 800,000
39.92
2,374 (82.57)/
501(17.43)
Number of years with the company
10.70
Fluctuation in %
15.34
Fluctuation
(excl. shutdown of Welsh plant) in %
Sickness rate in %
1
Figures only based on 77 percent of total workforce
12.13
2.78
Skilled staff for strong performance
During the last fiscal year, we were able to continue our
policy of matching the right person with the right job to
maintain our strong competitive position on the international
market. In fiscal 2008, we continued to accept employees
with sound technical training for our technical access program, where they could go on to qualify as construction
machinists, helping us to meet growing demand for service
employees in the affiliates.
We provided intensive training for 161 young people in
industrial or business posts or within the framework
of practical training programs at technical or vocational
colleges. The student training quota for the last fiscal
year was 5.6 percent worldwide. In 2008, 39 trainees
completed their training, with 32 of these offered positions
in the company, a takeup rate of 82 percent.
In Manila, we continued to provide training in collaboration
with the Don Bosco Institute. Here we are currently training
20 young people from low-income families along the same
lines as the German dual training system (previous year:
20 young people).
Age structure
number of employees in %
In 2008, we focused on internal training and development
measures in sales and technology. We also held courses
in foreign languages, occupational safety and health. Our
staff development expenditure for the Group as a whole
over the last fiscal year totaled around EUR 0.8 million
(previous year: EUR 0.9 million).
We offer our employees in Germany numerous voluntary
benefits, as well as the opportunity to participate in an
employee-funded, insurance-based company pension
plan. Depending on their location, we provide various
means of support for employees across the Group, including grants, healthcare initiatives and insurance-based
company retirement benefits. As of December 31, 2008,
the parent company had agreements on part-time work in
place with 41 employees close to retirement age (previous
year: 39).
On March 31, 2008, the parent company left the employers’
association of the Bavarian electrical and metalworking
industries, Bayerische Metall- und Elektroindustrie e.V. or
VBM, and switched to Bayerische Unternehmensverband
Metall- und Elektro e.V. or BayME, which is not tied to
collective bargaining agreements. This move should simplify
the agreement of company-specific solutions with regard
to working hours, flexible working arrangements and retirement benefits for employees.
16 – 20
4.8
21 – 30
21.2
Adjusting capacity
31 – 40
24.9
41 – 50
27.4
51 – 60
18.1
above 60
3.6
During 2008, a number of agreements were made between
company management and works councils at the various
production sites to try countering the economic downturn.
Employee work accounts were extended at some sites. In
addition, temporary staff were layed off and overtime and
holiday accounts were reduced to prepare production sites
in Reichertshofen, Pfullendorf and Linz (Austria) for the
start of short-time work in January 2009.
Training and voluntary benefits
The Wacker Neuson Group has always placed great importance on employee development and ongoing education
and will continue to do so. For this reason, expansion of the
Wacker Neuson Academy was further promoted in 2008.
The Academy was able to offer and run around 130 courses.
Approximately 2,200 participants from the company and
customer employees took up this offer.
The closure of the four-wheel dumper production plant in
Tredegar (Wales, Great Britain) caused the loss of a total
of 90 jobs. Group management found socially responsible
solutions for the affected employees.
Due to the global recession, staff numbers have also been
cut at other production sites. In other words, production
staff (excluding temporary staff) was reduced by 3.9 percent worldwide.
53
54
Number of employees (Group)1 as of December 31, 2008
2008
20072
20063
20054
2004
3,665
3,659
2,837
2,630
2,224
1
By number of full-time jobs
2
Through the merger with Neuson Kramer
3
Through Ground Heaters acquisition
4
Through Weidemann acquisition
Sales and marketing
Customer loyalty measures implemented
Encouraging feedback at construction
equipment trade fairs
Sales and training activities strengthened
The Wacker Neuson Group’s sales and marketing activities
over the last fiscal year aimed to provide customers and
business partners with convincing proof of the quality and
performance of our products and services, thus increasing
customer loyalty to the company. We implemented this
strategy both in person and via a range of communication
tools.
After the merger with Neuson Kramer Baumaschinen AG
(now Wacker Neuson Beteiligungs GmbH) in 2007, the
focus in 2008 was on implementing a new corporate design
and the accompanying standardization of colors for equipment and machinery under the new Wacker Neuson brand.
We also worked intensively to redesign all communication
and marketing tools and to communicate the new brand
image to all target groups. Once again, we are particularly
focused on positioning Wacker Neuson as a premium
brand with a high-quality range of light and compact equipment, flanked by a comprehensive service offering.
A steady flow of visitors to our stands at all trade fairs
enabled numerous discussions with our customers.
Weidemann GmbH presented its products at a number
of agricultural trade fairs in Europe. Our comprehensive
product and service offering under the Wacker Neuson and
Kramer Allrad brands (the latter applies to Europe only)
resonated strongly among customers. The number of
actual deals closed at the trade fairs increased in comparison with previous years.
The number of employees in sales and service worldwide
grew over the past year to 1,491 (previous year: 1,473).
This enabled us to maintain a high level of service quality
again and offer tailored sales and service solutions, aligned
with the specific requirements of customers and their markets. We offered major customers particularly attractive
financing programs for compact equipment.
Work was completed on our training center at the Reichertshofen production site at the beginning of 2008. In the
reporting year, we thus began to train both our own sales
and service teams and our customers in the correct
deployment of our products, showing – regardless of
the weather – how our equipment and services can help
optimize construction processes.
VIII. Risk report
Key enablers here included brochures, product information
sheets, press releases, expanded Internet communication,
plus presentation of our offering at exhibitions and trade
fairs. Our most important trade fairs in Germany last year
were Nordbau in Neumünster and GaLaBau in Nuremberg,
the international trade fair for the design, construction and
maintenance of urban, green and open space. At a European level, we attended fairs in Spain, Great Britain and
Italy. In the US, we showcased the 14 compact models
earmarked for launch in the US at a number of trade fairs.
Highlights included a booth at the largest trade fair in the
Americas, Conexpo/CON-AGG in March in Las Vegas (US).
Notes on the risk management system
In fiscal 2008, the Wacker Neuson Group continued to implement its risk management system as a key steering tool
for business decisions and processes. This system covers
planning for each of the core business segments, comprehensive Group reporting on all business processes and
affiliates to provide every decision-maker with regular
analysis, discussion and evaluation, process definitions
for all business segments, and Group auditing.
Risk report
The risk management handbook outlines the Group’s goals,
its risk policy in terms of defining, assessing and quantifying potential risks, and the nature and procedures of the
risk management system with roles and responsibilities
regarding analyzing, monitoring and communicating identified risks. This allows us to derive suitable measures to
actively counteract known risks.
The Group’s comprehensive risk management system also
includes systematic financial risk management. We have
defined Group guidelines and policies for certain activities
such as dealing with foreign currency risks, interest rate
risks and credit risks, the use of derivative and other financial instruments and the use of liquidity surpluses.
Risk categorization
Risks
Risk class
To be observed
To be monitored
Major
1
Risk exposure1
0 to 50,000 EUR
50,000 Euro to 125,000 EUR
125,000 EUR and more
Environment and industry risks
(risks related to the overall economic situation, procurement and retail markets, locations and countries)
Risk exposure = (probability/100) x impact
Our risk reporting system lists and describes each individual risk identified in our lines of business. We examine the
situation every quarter and add newly identified risks if
necessary. The controlling department also surveys the
affiliates and departments at the Group headquarters.
Following checking for completeness and plausibility, the
data gathered is aggregated.
We then assess the risks using both quantitative and qualitative methods that are uniform throughout the Group,
allowing comparison across the various business units and
beyond. The risks are evaluated according to probability
of occurrence and potential damages. The resulting values
are derived and prioritized on the basis of current and
projected accounting figures. This provides objectivity in
determining damages. Following this process, the risk
report is generated and presented for acknowledgement
by the Executive Board.
Risk probability
in %
Degree of probability
Category
Low
Medium
High
Very high
As of December 31, 2008, the company identified the following significant risks to the Wacker Neuson Group that could
have a negative impact on business development:
in the following year
The Wacker Neuson Group is dependent on the general
economic climate and international construction industry
trends and on developments in the agricultural industry as
they impact on the Weidemann GmbH affiliate and – to a
lesser extent – on the Kramer-Werke GmbH affiliate.
As a result of the current macroeconomic climate and construction industry trends, the Group is increasingly exposed
to negative dynamics on its core markets. Due to the global
recession, the company notes a growing risk that the drop
in product sales in both light and compact equipment due
to changed customer order patterns will continue throughout the remainder of fiscal 2009 and beyond. At December
31, 2008, accumulated orders for compact equipment for
the construction and agricultural industries were 25 percent
below the equivalent figure for the previous year. It is to be
assumed that this gap will widen further as the propensity
to invest continues to fall in response to increasingly stringent bank lending policies. The company is mitigating these
risks by adopting proactive go-to-market strategies in the
regions and stepping up activities in growth segments such
as agriculture, and in dynamic markets such as Eastern
Europe and Asia.
0 to 5
5 to 20
20 to 50
50 to 100
Global cost-cutting measures such as a hiring freeze were
also implemented. Following the reduction of holiday
accounts and temporary staff as well as the expansion of
our flexible working schemes at all production sites in fiscal
2008, we implemented short-time work at our German plants
in Reichertshofen and Pfullendorf (Kramer-Werke GmbH)
and our Austrian plant in Linz at the start of fiscal 2009.
Should these measures prove to be insufficient, we cannot
rule out staff rationalization measures.
55
56
Falling demand for products has led to an increase in
stock, and subsequently working capital. The company has
flexibly adapted productivity levels and implemented measures to reduce inventories, including attractive financing
packages for major customers in the compact equipment
segment. However, continued downturn in sales could lead
to an increase in financing costs for working capital. Profit
levels are at risk if the measures implemented do not have
sufficient impact and if the cost savings fail to keep pace
with any further drops in sales or if we are unable to reduce
inventory in synch with any further drops in sales.
Further downturn in the European and German construction
industry may have a stronger negative impact on demand
for Wacker Neuson Group products and services than currently expected. The same applies to the agricultural industry.
Although a downturn in this area is not expected at this
stage, a slump here would affect the results of Weidemann
GmbH in the long term and – to a lesser extent – KramerWerke GmbH. We regularly monitor our cost structure and
investment measures to assess the potential impact on our
profit, finances and assets.
In the US, experts feared that the subprime crisis, which
is having a particularly negative impact on private residential
construction, will now have a knock-on effect on the nonresidential sector, including highway, underground and
commercial construction projects. However, the US government is planning an investment program to boost the construction industry, which could mitigate the effects of the
sluggish economic and depressed construction climate on
our business prospects in the Americas region. We are
countering the risks we face in this region by actively pushing our go-to-market strategy, launching new products –
particularly compact equipment – and establishing a Wacker
Neuson dealer network.
The Wacker Neuson Group is also affected by the seasonal
fluctuations. Sales may therefore fluctuate during the year.
The international nature of our business means our company is exposed to political, national economic and other
risks.
We face tough international competition. While we have
decided to maintain the price strategy accepted by our
customers, global competitors are increasingly offering
discounts. This may mean we lose market share.
Strategic business risks
(risks arising from business decisions, investments,
entering new markets, launching new products and
acquiring and integrating new companies)
As part of our long-term strategy, we are expanding the
compact equipment segment, as well as our sales and service network and the rental business in Central and Eastern
Europe. This involves investments, which may not necessarily be recouped. Unforeseeable risks can also arise within
individual projects and delay execution. We are countering
this by adapting our timing to current market dynamics,
carefully examining all planned investments and possible
risks and pursuing a lean project management policy.
The company is also exposed to risks in connection with
its ongoing international expansion activities. If we do not
expand as planned, this could have a negative impact on our
long-term growth strategy.
We will continue with this strategy by expanding the compact equipment segment in fiscal 2009 and establishing our
light and compact equipment offering for the construction
industry under the Wacker Neuson brand and launching
Wacker Neuson-branded compact equipment in the Americas region and, in the medium term, Asia. We have identified customer demand here, but there is nevertheless a risk
that products under the Wacker Neuson brand will not
achieve the desired level of market penetration. We are
minimizing this risk through intensive sales and training
activities.
The merger with Neuson Kramer has positioned the company as a major global player in the light and compact
equipment market. There is a risk of delays in the global
distribution of compact equipment through our existing
sales and service network. Risks also arise from harmonizing national sales channels comprising direct sales and
dealer networks. Failure to align these channels may lead
to the loss of sales partners in Europe. We are countering
this by maintaining close ties with our sales partners.
We also consider acquisitions to enhance our product portfolio, and these are carefully assessed. However, errors in
estimating the risks entailed in an acquisition can have a
negative impact on Group business development and
growth prospects.
Risk report
During the last fiscal year, the Wacker Neuson Group decided to close the production plant in Tredegar (Wales, UK)
and transfer production of four-wheel dumpers to Linz in
Austria. This process will be completed in spring 2009. If
this move is not completed on time, there is a risk of delays
in product deliveries to customers. The company is countering this risk by implementing an efficient project management policy.
determined using the discounted cash flow method. Value
is impaired if the fair value, less selling costs, is lower than
the book value. Impairment losses did not need to be written down in fiscal 2008. It is currently unclear whether this
will also be the case in fiscal 2009. However, should the
compact equipment segment in particular not develop as
planned, write-downs on goodwill may become necessary
in future as a result of an impairment test.
Kramer-Werke GmbH produces telescopic handlers for
CLAAS Global Sales GmbH, which CLAAS then distributes
to the agricultural industry under its own name. There is a
risk that the contracting company could end this partnership
or reduce the number of orders. To combat this, KramerWerke GmbH actively manages its relationship with CLAAS
and continually improves its processes and the quality of
its products.
Planned company restructuring measures could prove
difficult, time-consuming or cost-intensive, or entail tax
and other disadvantages for shareholders.
Our company’s customer and supplier structure varies
according to country. Within an individual country, the loss
of a major customer can have a serious impact on demand
for products and services from the affiliate concerned.
In addition, the loss of a supplier or delayed delivery of parts
and accessories can threaten an affiliate’s individual sales
targets. We are countering this risk by expanding our sales
activities, making ongoing improvements to supplier structures and concluding standard agreements.
Demand on the international market is becoming increasingly concentrated due to mergers among our customer
base. Customer takeovers by financial investors are also
possible here. This type of development can have positive
or negative impacts on our unit sales and revenue, which
it is not yet possible to assess. The Wacker Neuson Group
is countering this risk through close customer communication and further building its brand.
We are continuing to stock our rental and demo fleets with
compact equipment. The income from renting this equipment will be distributed over the subsequent four to six years.
There is a risk that the planned proceeds from the sale of
demo products and end-of-life equipment from the rental
pool and the proceeds from the rental of new machines will
not materialize. We are minimizing this risk by actively driving
the sales and rental business.
The value of goodwill and indefinite-lived brands is verified
during the annual impairment test. For this purpose, the
book value is compared with the fair value. The fair value is
Performance-related risks
(risks associated with procurement, production,
sales, and research and development)
There is a risk that our company might not be able to achieve
planned revenue and profits if individual distribution partners
do not sell the expected volumes of our products. We are
countering this by pursuing a contact management policy
tailored to the needs of our sales partners.
The Group requires components and raw materials to manufacture its products – particularly steel, aluminum and copper. Our production uses structural steel components and
precast parts, for instance, as well as hydraulic and chassis
components containing varying amounts of crude steel.
Prices for energy and key raw materials are currently subject to extreme fluctuations. The evolution of raw material
prices and their impact on manufacturing costs are still
difficult to predict. The company thus prefers contracts to
its advantage. So it is in a position to take advantage of
any potential falls in price.
Wacker Neuson also relies on third-party components and
raw materials being free of defects and meeting the relevant specifications and quality standards. Defects here can
result in quality problems as well as delays to our production processes and therefore to our shipments. We address
this risk with our quality management system, which also
covers supplier relations.
In view of the market conditions, we cannot exclude that
certain of our current customers may face financial difficulties, possibly culminating in insolvency. This in turn would
lead to a rise in accounts receivable and a subsequent increased risk of a default. We counteract the risk of changes
in individual customers’ payment patterns through our active
accounts receivable management policy.
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58
The Wacker Neuson Group depends on developing new
products and introducing these to the market in good time.
Here it is essential to comply with national and international
guidelines and new legislation and to observe them in our
product development. If this does not continue to happen,
our competitive position and growth opportunities may
be impaired. The company’s research and development
department therefore continuously works to develop
new products and enhance our existing portfolio, always
aligning its activities with market demands and observing
applicable regulations, laws and directives.
Financial risks
(risks associated with financial instruments, exchange
rate and interest fluctuations and financing)
The Wacker Neuson Group operates worldwide and therefore generates part of its revenue in currencies other than
the Euro. Exchange rate fluctuations could therefore affect
the company’s key results. The Group implements currency
hedging to counter the effects of negative exchange rate
trends. Wherever possible, we pursue natural hedging
policies.
We use standard financial instruments such as interest rate
swaps and foreign exchange forward contracts and options
exclusively for hedging purposes and to minimize risks. To
acquire Weidemann GmbH in 2005, we arranged a URIBORbased loan with a fixed margin and semi-annual interest
and principal payments. 100 percent of the interest risk on
the outstanding loan is hedged by a financial derivative
(forward interest-rate swap).
The international financial market crisis has increased the
risk of banks calling short-term loans, forcing their customers to take out loans at higher interest rates to ensure
liquidity. There is also a risk that the collapse of a national
credit institute could result in the loss of bank balances
or credit lines by a company in the Wacker Neuson Group.
The company is mitigating this risk with an active investment and banking policy.
Warranties and product liability claims can result in claims
for damages and injunctions. We are minimizing this risk
by taking the greatest of care in the development and
manufacture of our products and in the drafting of contracts,
and also through the systematic enforcement of those
contracts. The Group also minimizes the risk of disputes
with third parties over intellectual property rights through
extensive prior investigations and research.
No legal proceedings are currently underway or pending
that might pose significant risks to the Wacker Neuson
Group’s financial situation. The Group has concluded
insurance policies worldwide to protect against liability
risks and potential damages attributable to the company.
Other risks
(risks associated with human resources,
IT and the environment)
The company uses numerous IT systems in logistics, procurement and production. Failure of these systems could
negatively impact on our production and goods flow and
lead to loss of sales. SAP systems are currently being
rolled out in several areas. We are pursuing a strict project
management policy to counter risks that can occur during
the implementation of global systems as well as to prevent
additional costs.
Increasingly strict regulations to reduce noise and environmental impact and measures to ensure user protection
can entail additional costs for the Wacker Neuson Group.
We counteract risks from increasing legal obligations
through active and prompt implementation.
Despite current market developments, the Wacker Neuson
Group is looking to recruit qualified mechanical engineers
as appropriate. A downturn in the labor market could prevent us covering our need for qualified staff. The company
is countering this risk with dedicated recruitment efforts.
Summary of Group risk situation
(assessment of risk situation by the Executive Board)
Legal risks
(risks related to pending legal proceedings,
patent and trademark law, and tax law)
Due to the economic trends described here, the company
has identified more risks than in the previous year.
A potential risk is that the company may be unable to protect
its intellectual property sufficiently, which could impair its
competitive ability. We are counteracting this risk through
intensive patent and intellectual property management.
Viewed in terms of percentage of overall risk, our main risks
lie in the performance-related and financial categories.
Together, these represent around 91 percent of the total risk
to our Group.
Information in accordance with Section 315 (4) of HGB
We are not currently aware of any other significant risks to
the Group. Furthermore, we have not identified any individual or collective risks to our continued existence as
a going concern that might negatively affect individual
companies within the Group or the Group as whole in the
foreseeable future.
Distribution of risk 1
Percentage share
1
Risk category
of total risk
Performance-related risks
54.0 (71.0)
Financial risks
37.4 (13.8)
Strategic business risks
2.6 (4.9)
Other risks
3.6 (5.9)
Environment and industry risks
1.1 (3.8)
Legal risks
1.2 (0.6)
Differences attributable to rounding
Composition of subscribed capital
At December 31, 2008, the company’s share capital
amounted to EUR 70,140,000, divided into 70,140,000 individual no-par-value nominal shares, each representing
a proportionate amount of the share capital of EUR 1
according to Article 3 (2) of the Articles of Incorporation of
Wacker Construction Equipment AG. There is only one type
of share; all shares are vested with the same rights and
obligations as outlined in detail in particular under Sections
12, 53a, 188 ff and 186 of the AktG. Each share entitles the
bearer to one vote at the AGM. Any treasury shares held by
the company do not entitle it to any rights (Section 71b AktG).
Under the terms of Section 67 (2) of the AktG, registered
shares only confer shareholder rights vis-à-vis the company
to those shareholders entered as such in the stock register.
Restrictions affecting voting rights or the
transfer of shares
Information on the pool agreement
IX . Information in accordance with Section
315 (4) and Section 289 (4) of the German
Commercial Code (HGB) as well as the
Executive Board report in accordance
with Section 120 (3) sentence 2 of the
AktG (German Stock Corporation Act)
According to Section 315 (4) of the HGB, listed companies
must disclose information on the composition of capital,
shareholders’ rights and restrictions, participating interests
and corporate bodies that may be relevant for takeovers in
the Group Management Report. The same information must
also be disclosed in the Management Report, pur suant
to Section 289 (4) of the HGB. Furthermore, according to
Section 120 (3) sentence 2 of the AktG, the Executive Board
must submit a report containing this information to the
AGM. The following contains a summary of the information
pursuant to Section 315 (4) and Section 289 (4) of the HGB
as well as the corresponding explanatory comments
pursuant to Section 120 (3) sentence 2 of the AktG.
There is a pool agreement between some shareholders and
companies of the Wacker family on the one hand, and companies and shareholders of Neuson on the other. Prior to
each AGM of Wacker Neuson SE, the pool members decide
how to exercise voting and petition rights in the meeting.
Each pool member undertakes to exercise their voting and
petition rights in the AGM in line with the pool’s decisions,
or to have these rights exercised in this manner. If the pool
does not reach a decision, with regard to a resolution on
the allocation of annual profits, adoption of the annual
financial statements by the AGM, approval of Executive
and Supervisory Board members’ actions, appointment of
the auditor, upholding minority interests and compulsory
changes to the Articles of Incorporation as a result of
changes to legislation or jurisdiction, the pool members
have the right to freely exercise their voting rights. In all
other cases, the pool members must vote to reject the
proposal. The Neuson shareholders appoint two members
to the Super visory Board, and the Wacker shareholders
appoint two further members to the Supervisory Board.
Shares can be transferred without restriction to spouses,
registered partners, pool members’ children, children
adopted when they were minors by pool members, siblings,
foundations set up by pool members that are either charitable foundations or in which the beneficiaries and the
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60
controlling members of the management board satisfy the
aforementioned criteria, and companies where the direct or
indirect shareholders also satisfy the aforementioned criteria are. If shares are transferred to any such persons, they
must join the pool agreement. If shares are transferred to
third parties, either for a fee or free of charge, the other
pool members have the right to acquire these shares. If the
shares are to be sold to third parties off the stock exchange,
all of the other pool members have a preferential purchase
right. If a pool member intends to transfer shares in such a
way that more than 50 percent of voting rights in Wacker
Neuson SE would be held by third parties who do not satisfy
the criteria defining those individuals to whom transfers can
be freely made, the remaining pool members have the right
to also sell their shares. If a pool member is excluded from
the pool for good reason, the other pool members have a
right to acquire the shares or a preferential purchase right.
This also applies if a pool member ceases to qualify as
a pool member.
Information on the partnership agreement of Wacker
Familiengesellschaft mbH & Co. KG
Part of the Wacker family shareholders hold part of their
shares via Wacker Familiengesellschaft mbH & Co. KG,
which in turn also holds shares via Wacker-Werke GmbH &
Co. KG. Economic ownership of the shares is attributed to
the Wacker family shareholders.
The pool agreement has precedence over the regulations
of the partnership agreement as long as Wacker Familiengesellschaft 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 meeting, the Wacker family
shareholders define how they will vote and exercise their
petitioning rights. However, votes in the AGM are to be cast
in line with the pool’s decisions. Two of the Wacker family
shareholders have the right to propose one member of the
Supervisory Board each to the shareholders, this member
is then to be elected by the remainder.
Only the acquisition and preferential purchase rights in the
pool agreement apply to family members who are party
to the pool agreement. In the case of a sale by a family
member who is not a pool member, acquisition and preferential purchase rights apply if shares are sold to third parties
who do not fulfill the criteria defining those individuals to
whom shares can be freely transferred set forth in the
abovementioned pool agreement. If a family shareholder
exits the company as a result of a termination, the remaining pool members have a preferential purchase right to
buy the shares for a period of two years from the date this
shareholder exits the company. In addition, the partners’
meeting can resolve that the exiting family shareholder
does not receive compensation in cash but in the form of
the shares to which they are financially entitled. After May
14, 2012, each exiting family member can demand to receive their compensation in the form of the shares to which
they are financially entitled.
Pool agreement between Lehner and Neuson
shareholders
The Lehner shareholders have issued a Neuson shareholder
with power of attorney with regard to the shares they
acquired prior to the merger and during the merger between
the company and Neuson Kramer Baumaschinen AG (now
Wacker Neuson Beteiligungs GmbH). The Neuson shareholder is independently responsible for exercising these
voting rights. He is not subject to any instructions, and will
always exercise these in the same way as for the shares
that he himself holds. These shares are thus subject to the
restrictions of the pool agreement mentioned above.
The Neuson shareholder has a preferential purchase right
to buy these shares in the event of a transfer to entities
other than the Neuson shareholder or to Lehner shareholders.
Shares that part of the Executive Board members
received as part of their remuneration
Three of the members of the Executive Board have received
shares in the company as part of their remuneration. The
company has an unrestricted, preferential purchase or
acquisition right over some of these shares in the event that
they are transferred.
The Executive Board is not aware of any restrictions affecting voting rights or the transfer of shares.
Direct or indirect participating interests in equity
that exceed ten percent of voting rights
The Executive Board is aware of the following direct or indirect participating interests in the share capital of the company that exceed 10 percent of voting rights at December
31, 2008:
in % at Dec. 31, 2008
Direct share
Voting rights allocated
Percentage of voting
of voting rights
to the stakeholder1
rights in total1
Stakeholder with duty to disclose interest
Wacker Familiengesellschaft mbH & Co. KG
Wacker-Werke GmbH & Co. KG
5.29%
59.09%
64.38%
29.07%
35.31%
64.38%
64.38%
64.38%
64.38%
69.43%
IWZ AG
VGC Invest GmbH
5.06%
Christian Wacker
0.46%
Dr. Ulrich Wacker
Andreas Wacker
0.46%
Barbara von Schoeler
0.26%
Petra Martin
Dr. Andrea Steinle
Ralph Wacker
0.46%
Susanne Wacker-Waldmann
0.46%
64.84%
69.43%
64.38%
64.84%
64.38%
64.64%
64.38%
64.38%
64.38%
64.38%
64.38%
64.84%
64.38%
64.84%
Benedikt von Schoeler
64.38%
64.38%
Jennifer von Schoeler
64.38%
64.38%
Leonard von Schoeler
64.38%
64.38%
AW Holding Inc.
64.38%
64.38%
Alexander Wacker
64.38%
64.38%
Trustee
64.38%
64.38%
Vicky Schlagböhmer
64.38%
64.38%
Christiane Wacker
64.38%
64.38%
Georg Wacker
64.38%
64.38%
Baufortschritt - Ingenieurgesellschaft mbH
64.38%
64.38%
PIN Privatstiftung
0.00001%
64.38%
64.38%
NEUSON Industries GmbH
0.00001%
64.38%
64.38%
Hans Neunteufel
0.00001%
64.38%
64.38%
29.01%
35.37%
64.38%
Martin Lehner
0.46%
64.04%
64.51%
Adolf Lehner
0.33%
64.04%
64.38%
Herta Lehner
0.33%
64.04%
64.38%
NEUSON Ecotec GmbH
1
64.38%
69.43%
Votes bounded through the synidcate agreement (see page 59) are added together
Bearers of shares with extraordinary rights that
grant the holders controlling powers
There are no shares with extraordinary rights that grant the
holders controlling powers.
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 due to them from shares directly, as is the case
for other shareholders, according to statutory provisions
and the Articles of Incorporation.
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62
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 of the AktG.
According to Article 5 (1) of the Articles of Incorporation of
Wacker Construction Equipment AG, the Executive Board
of Wacker Construction Equipment AG comprises one or
several members. The Supervisory Board determines the
number of members of the Executive Board (Article 5 (2)
sentence 1 of the Articles of Incorporation). The Supervisory Board appoints and dismisses members of the Executive Board. Members of the Executive Board of Wacker
Construction Equipment AG are appointed for a maximum
period of five years (Sections 84, 85 of the AktG). The Supervisory Board can appoint a Chairman of the Executive Board,
a Deputy Chairman of the Executive Board and a Spokesperson for the Executive Board (Article 5 (2) sentence 2 of
the Articles of Incorporation).
Sections 179 ff of the AktG must be observed in the event of
changes to the Articles of Incorporation. The AGM resolves
on changes to the Articles of Incorporation (Sections 119 (1)
No. 5 and 179 (1) of the AktG). The Supervisory Board is
authorized to resolve changes to the Articles of Incorporation that only affect the wording (Article 14 of the Articles of
Incorporation). Resolutions by the AGM of Wacker Construction Equipment AG are passed with a simple majority of
votes cast and, to the extent that the law requires a majority
of capital represented in addition to a majority of votes cast,
with a simple majority of the share capital represented when
the resolution is passed to the extent that mandatory statutory
regulations require a larger majority of votes cast or capital
represented; votes withheld do not count as votes cast
(Article 20 (1) of the Articles of Incorporation).
The Executive Board’s powers, in particular with
regard to the possibility of issuing or buying back
shares
Treasury shares
By way of a resolution by the AGM on June 3, 2008, the
Executive Board is authorized, with the prior approval of
the Supervisory Board, to acquire 7,014,000 treasury
shares via the stock exchange by December 2, 2009. This
acquisition may also be performed by one of the
company’s group companies or for its or their account
by third parties. In so doing, the shares acquired as a
result of this authorization together with other shares in the
company that it has already acquired and still holds may
not at any time total more than 10 percent of the existing
share capital. Shares may not be purchased for the purpose of trading company shares on the stock exchange.
The compensation paid by the company per registered
share (without incidental acquisition costs) may not be
more than 10 percent higher or lower than the arithmetic
average of the closing prices for shares in the company
in XETRA trading (or a comparable successor system) on
the Frankfurt Stock Exchange on the last five stock market
days prior to the date on which the undertaking to acquire
the shares was entered into. The authorization can be
exercised in whole or in parts, in the latter case also on
multiple occasions.
The Executive Board may also redeem the treasury shares
still to be acquired without a renewed resolution by the
AGM with the permission of the Supervisory Board. The
authorization can be exercised in whole or in parts, in the
latter case also on multiple occasions. The redemption
is performed such that the share capital is not changed,
but that the proportion the other shares represent in the
share capital is increased in accordance Section 8 (3) of
the AktG (Section 237 (3) No. 3 of the AktG). The Executive
Board is authorized to change the number of shares in the
Articles of Incorporation accordingly.
The Executive Board is authorized, with the approval of the
Supervisory Board, to use shares in the company that were
acquired as a result of the above authorization as (partial)
compensation as part of mergers or to acquire companies,
participating interests in companies or parts of companies.
The acquired treasury shares may also be sold to Executive
Board members and members of executive bodies of associated companies within the framework of an executive
profit-share model, which has yet to be approved by the
Supervisory Board. The Supervisory Board will determine
the extent to which shares will be sold to members of the
Executive Board within the framework of this plan when
deciding on the overall executive profit-share model. In addition, the Executive Board is authorized, with the approval
of the Supervisory Board, to sell the treasury shares still to
be acquired at a price that is not substantially lower than
the stock market price on the date of the sale. The price at
which shares in the company can be sold may not be more
than 5 percent lower than the arithmetic average of the
closing prices of shares in the company in XETRA trading
(or a comparable successor system) at Frankfurt Stock Exchange on the last five stock market days prior to the date
of the general sale. In this case, the number of the shares to
be sold together with the new shares that were issued after
this authorization was issued excluding subscription rights
in accordance with Section 186 (3) sentence 4 of the AktG,
and together with treasury shares already sold, may
not exceed 10 percent of the company’s share capital
which exists on the date the resolution by the AGM came
into effect. The authorization to redeem/sell shares can
be availed of in full or in several partial amounts. The
shareholders subscription rights to treasury shares in the
company is excluded to the extent that these shares are
redeemed or old according to the above authorizations.
Authorized Capital I
According to Article 3 (3) of the Articles of Incorporation of
Wacker Construction Equipment AG, the Executive Board
is authorized to increase the company’s share capital by
April 12, 2012, with the approval of the Supervisory Board,
by issuing new, registered shares against cash contributions,
in full or in partial amounts, on one or several occasions,
however at the most by a maximum of EUR 1,000,000
(Authorized Capital I).
Shareholders’ statutory subscription rights are excluded:
If employees of the company and its affiliates and executive bodies of affiliates (to the extent that these are
not simultaneously members of the company’s Executive
Board) are offered shares at an issue price that is 15 percent lower than the issue price;
For fractional amounts;
Otherwise, if the issue price of the new shares is not
significantly below the company’s market price and the
new shares issued to the exclusion of subscription rights
do not exceed a total of 10 percent of the share capital,
neither at the time the authorization takes effect, nor at
the time of exercising. Shares must be added to the above
10 percent threshold that are issued or are to be issued
to service options or convertible bonds to the extent that
the bonds are issued in corresponding application of
Section 186 (3) sentence 4 of the AktG excluding subscription rights; in addition the sale of treasury shares is
to be added if the sale was made as a result of a valid
authorization to sell treasury shares that applied on the
date that Authorized Capital I came into effect in corresponding application of Section 186 (3) sentence 4 of the
AktG excluding subscription rights.
Subject to the approval of the Supervisory Board, the Executive Board also decides on the content of the respective
share rights and the other conditions of the share issue
including the issuing amount.
Authorized Capital II
According to Article 3 (4) of the Articles of Incorporation
of Wacker Construction Equipment AG, the Executive
Board is authorized to increase the company’s share capital by April 12, 2012, with the approval of the Supervisory
Board, by issuing new, registered shares against noncash contributions, in full or in partial amounts, on one or
several occasions, however at the most by a maximum of
EUR 5,360,000 (Authorized Capital II).
The shareholders’ statutory subscription rights are excluded
to grant shares against the contribution of companies and
participating interests in companies or parts of companies
to the company.
Subject to the approval of the Supervisory Board, the Executive Board also decides on the content of the respective
share rights and the other conditions of the share issue
including the issuing amount.
The authorized capital amounts described above reflect the
practices typical of listed businesses similar to the company.
They are not intended to obstruct takeover bids.
Key company agreements that are subject to a
change of control clause following a takeover
bid and the resulting impact
The company has the following key agreements with companies that are subject to a change of control clause:
The conditions of the master credit agreement in the original
amount of EUR 50 million to finance the acquisition of the
Weidemann Group in 2005 include an extraordinary right on
the part of the lender to terminate the credit line in the
event of a change to the company’s shareholder structure.
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A credit agreement for a revolving line of credit for EUR 65
million to finance working capital requirements for the company grants the lender the right to extraordinary termination
of the agreement if there is a change of control at the company. According to the credit agreement, there is a change
of control if a different person acquires or takes over at least
50.01 percent of voting rights in the company, or ascertains
that they hold this amount. Voting rights are allocated in
accordance with Section 30 of the Wertpapier-Übernahmegesetz (WpÜG – German Acquisition and Takeover Act).
A further credit agreement for a revolving line in the amount
of EUR 10 million to finance working capital requirements
for the company grants the lender the right to terminate the
agreement at any time if the shareholder families no longer
jointly hold at least 50.01 percent of shares in the company.
Compensation agreements between the company
and the members of the Executive Board or its
employees for the event of a takeover offer.
The Executive Board’s remuneration is defined by the
Super visory Board’s Executive Committee and reviewed at
regular intervals. Defining the structure and amount of the
remuneration is based on the company’s size and economic
position as well as the tasks and performance of the members of the Executive Board.
The Executive Board’s remuneration comprises:
A fixed annual basic salary
A variable annual salary
Special bonus
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
The individual remuneration components are as follows:
The annual fixed salary is paid in equal monthly installments.
There is no such agreement.
During the period under review, the Executive Board had no
reason to address issues concerning a takeover; or engage
with disclosure details stipulated under the German Takeover Directive Implementation Act (ÜbernahmerichtlinieUmsetzungsgesetz). The Executive Board therefore does
not see the need to add further details to the information
provided above.
X. Remuneration framework
Information on the Executive Board
According to the Vorstandsvergütungs-Offenlegungsgesetz
(German Executive Board Remuneration Disclosure Act),
listed companies must disclose individualized information
on the Executive Board’s remuneration in the notes to the
annual and consolidated financial statements, broken down
into performance-related and non-performance related
components as well as long-term incentives. The Act stipulates that information may be withheld if the AGM resolves
this with a majority of 75 percent of votes cast. This type
of resolution can be passed for a maximum period of five
years. The company has availed of this opportunity for fiscal
years 2006 to 2010 by way of a resolution by the AGM on
May 15, 2006.
The variable salary is based on consolidated earnings after
taxes, taken from the approved consolidated financial statements for the respective fiscal year. An upper threshold for
the variable remuneration has been agreed in the same
amount for all Executive Board members.
Members of the Executive Board also receive a special
bonus. For part of the Executive Board, this bonus is tied
to financing the purchase of company shares within the
framework of an executive profit-share model with a view
to binding the Executive Board members to the company in
the long term. The other members of the Board shall receive
the special bonus during the interim period pending introduction of a new executive profit-share model.
If the Executive Board members’ employment contract is
terminated prematurely, but not for good cause, the members of the Executive Board each receive compensation in
the amount of their average discounted annual remuneration for the remainder of the contractual period including
their variable remuneration and the special bonus. If the
contract is terminated after the age of 55 and prior to the
member reaching the age of 61, the members of the Executive Board may claim transitional payments.
Supplementary report
If they are temporarily prevented from working through no
fault of their own, members of the Executive Board continue
to receive their fixed annual salary and bonus for a limited
period. Widows and dependant children receive corresponding payments for a limited period.
The non-cash remuneration and other remuneration includes a subsidy for private life insurance, premiums for
life insurance in favor of the Executive Board members,
premiums for accident insurance, the use of a company
car, etc.
The members of the Executive Board receive an old-age
pension for life upon reaching the age of 61 unless the
employment relationship with the company was terminated
for good cause that is the fault of the Executive Board
member. In addition, an invalidity pension is paid in the
event of disability or professional incapacity, and a widow’s
and orphans’ pension is paid in the event of death. Other
remuneration may also be added to these amounts
payable.
Information on the Supervisory Board
According to the Articles of Incorporation, members of the
Supervisory Board receive remuneration determined by
the AGM. By way of a resolution dated July 4, 2003 (in the
wording of the resolutions dated May 15, 2006 and April 13,
2007), the Annual General Meeting set fixed and variable
remuneration for the members of the Supervisory Board for
each fiscal year. The fixed remuneration for each individual
member of the Supervisory Board totals EUR 20,000. The
Chairman of the Supervisory Board receives twice this
amount, and his/her Deputy receives 1 ½ times the fixed
remuneration. Members of committees receive an additional remuneration, with the Chairman of each committee
receiving twice the regular committee remuneration. In
addition, the members of the Supervisory Board receive a
meeting fee for each Supervisory Board meeting in which
they participate.
The variable remuneration for the individual members of the
Supervisory Board is based on the consolidated earnings
after taxes. It is capped at 1 ½ times their respective fixed
remuneration. It is calculated in line with the company’s
approved consolidated financial statements taking Section
113 (3) of the AktG into account. Meeting fees are added to
the variable remuneration. In addition, members of the
Supervisory Board are reimbursed for their out-of-pocket
expenses and any VAT that may be due on their remuneration and out-of-pocket expenses.
XI. Supplementary report
Events/transactions of particular importance since
the reporting date
On June 3, 2008, the AGM approved changing the legal
form of the company to a European company (Societas
Europaea, SE) and renaming it Wacker Neuson SE. On
January 14, 2009, the Executive Board of the former Wacker
Construction Equipment AG together with a committee of
23 employee representatives from the company’s affiliates
and operations in 17 different European countries, signed
an agreement outlining the procedural guidelines involved
in informing and consulting employees in Europe as well
as employee participation in the future Wacker Neuson SE
Super visory Board. Mr. Herbert Santl and Mr. Elvis
Schwarzmair were appointed to the Wacker Neuson SE
Supervisory Board as employee representatives. In the
constituent meeting of the Wacker Neuson SE Supervisory
Board on February 11, 2009, the former members of the
Wacker Construction Equipment AG Executive Board were
appointed to the Executive Board of Wacker Neuson SE.
Wacker Neuson SE was entered in Register of Companies
on February 18, 2009. Wacker Neuson SE’s legal charter
remains almost identical to that of Wacker Construction
Equipment AG.
On March 12, 2009 Wacker Neuson Linz GmbH (Austria),
an affiliate of Wacker Neuson SE, purchased an approximately 160,000 m2 tract of land in the district of Hörsching
(Austria). The company has thus executed its option agreement to purchase the site, which was due to expire at the
end of March, 2009. The purchase price is approximately
EUR 9.2 million. The construction of a new production plant
will not commence before 2010.
Impact on profit, fi nances and assets
Despite the above mentioned exception the aforementioned
development does not have any influence on profit, finances
and assets.
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XII. Opportunities and outlook for future development of the Wacker Neuson Group
Overall economic outlook
Global impact of financial crisis
Uncertainty over the duration of financial crisis
Governments shore up economy
Experts anticipate 2009 to be characterized by a worldwide
recession and only forecast an upturn in the global economy in the coming year if the banking sector can be stabilized worldwide. This would not only ease inflation, but also
strengthen consumer purchasing power and corporate investment patterns. According to IMF experts, real global
gross domestic product (GDP) for 2009 is set to rise by just
0.5 percent. World trade volume is expected to fall by
2.8 percent. Countries with major financing or construction
sectors and whose economic growth is primarily linked to
exports are set to be hit particularly hard here. Falling
raw material prices and policy actions initiated by national
governments may stimulate local economies.
According to economic experts, several real economies
including Brazil, Russia, India and China (BRIC) may again
experience robust growth rates in 2009. However, this economic upturn is also expected to be slowed by a number of
factors such as falling exports and investments. Economic
forecasts for Asia, Oceania, plus Central and Latin America
have been adjusted downwards.
Experts in the US expect the economy to remain extremely
weak. The US central bank also anticipates a further downturn in the US economy in 2009, and does not see brighter
prospects before 2010. According to the Ifo Institute, GDP
in 2009 is set to fall by 1 percent in real terms. Experts predict a real-term decrease in GDP of 0.3 percent for Canada,
compared with a 3.1 percent rise in Central and Latin
America.
The Asian economy is set to remain stable, although a slight
downturn is expected for East Asia and China due to tapering exports. Average annual growth for the Asia region is
forecast at 3.0 percent until 2010. The outlook for China,
however, is significantly healthier, with real GDP set to grow
by 7.5 percent, fuelled by a range of factors including the
expansion of infrastructure projects. In India and Asian
emerging economies, growth is expected to slow down.
Prospects for almost all EU states are less than optimistic
for 2009. The economic climate has cooled dramatically
in this region. The EU Commission anticipates a recession
and expects that EU GDP will contract 1.8 percent in 2009,
recovering somewhat in 2010. Central and Eastern European countries are also set to experience a sluggish climate in 2009. Furthermore, experts expect increasingly stringent lending policies, which will further dampen companies’
propensity to invest. Real GDP in Europe is expected to fall
by 1.1 percent.
The crisis on the international financial markets and the
threat of global recession are a particular threat to Germany
due to its almost unique dependence on the global economy.
Due to the country’s heavy reliance on exports, the EU
Commission and the German government expect Germany
to enter a hard-hitting recession and GDP to shrink around
2.5 percent. Deutsche Bank puts this figure even higher at
five percent. The situation is not set to improve until 2010.
Outlook for construction and agricultural
industries
Construction industry dependent on dynamics
of economy as a whole
Stable prospects for the agricultural industry
High demand worldwide for construction work
The prospects for the construction industry for 2009 are
dampened by the threat of global recession, despite the
fact that numerous infrastructural investments are pending
worldwide, including road, rail, transport and telecommunications projects. A number of governments have already
included measures aimed at promoting infrastructure and
public education in their economic recovery plans, which
will provide impetus for the construction industry. However,
experts across the globe are predicting that real estate
prices will drop significantly, which will cause construction
investment to drop. In the long term, prospects for nonresidential construction in particular are good. The Organization for Economic Co-operation and Development
(OECD) estimates the worldwide demand for infrastructural
investment at USD 70,000 billion.
If the American construction industry is to recover, the
real estate market must stabilize. Although investment in
residential construction is due to decrease in 2009, at just
Opportunities and outlook
1.6 percent the rate of decline is less severe than that
experienced over the past two years. A number of indicators
point to a decrease in non-residential construction over the
course of 2009. This means that a lot will depend on how
quickly the investment program agreed by the US Congress
to the value of approximately USD 800 billion can be channeled into the construction and improvement of highway
and bridge infrastructure. The Association of Equipment
Manufacturers (AEM) predicts a fall of 1.9 percent in the
demand for light equipment in the US in 2009.
In India, construction industry sales are expected to quadruple to USD 13 billion by 2015, due to increased demand
for compact equipment to support infrastructure projects.
In 2009 in China, approximately USD 3 billion is due to be
invested in infrastructure projects.
A downturn is forecast for the European construction
industry in 2009. Experts from Euroconstruct predict that
the European construction market will shrink in 2009 by
4.3 percent. This figure is estimated at 4.8 percent for
Western Europe. Only commercial and underground construction are expected to develop positively, with the help of
vital infrastructure projects aimed at road and rail networks,
telecommunication services, water supplies, renovation
and modernization works, public education buildings, and
climate and environmental protection. Euroconstruct’s
experts predict declines in the non-residential construction
market of 3.6 percent in 2009 and 0.6 percent in 2010. The
outlook is particularly bleak for the non-residential construction market in Western Europe, with a fall of 4 percent predicted for 2009 and a further drop of 0.8 percent in 2010.
In Central and Eastern Europe, growth in 2009 will drop to
2.5 percent. Growth will also be stunted in European underground construction in 2009, estimated at just 0.5 percent.
In 2010 and 2011, an average growth rate of 3.7 percent
respectively is expected. The negative trend on the European
housing market will continue in 2009. Euroconstruct’s experts forecast a drop in residential construction of 7.1 percent. For 2010, they predict a fall of 0.5 percent. Experts
predict an end to the crisis in the European housing market
in 2011 at the earliest.
0.9 percent. The economic action plan initiated by the German
government could help relieve the investment deadlock at
municipal level. Projects to improve municipal infrastructure,
extend and reconstruct highways, and improve telecommunications and the rail network may also provide impetus.
Euroconstruct predict a 0.5 percent growth in underground
construction in Germany through 2010 and 2011. Nonresidential construction is predicted to fall by 0.3 percent in
2009, but show an average annual growth of 0.5 percent
between 2009 and 2011. The outlook for the renovation and
modernization sectors in the years from 2009 to 2011 is
moderately positive.
Opportunities in the agricultural industry
Experts’ outlook for the agricultural industry is positive, in
spite of the negative prospects in the construction industry,
as agriculture is subject to different cycles. The agricultural
industry is also gaining in weight as an economic driver in
certain countries as the demand for food and alternative
fuels continues to grow. This is fuelling demand for technical production equipment. However, the VDMA forecasts
a slight drop in sales of agricultural machinery for 2009,
with worldwide growth not expected until 2010 and 2011.
The VDMA predicts that the current structural shift prompting a decrease in the number of agricultural holdings and
an increase in size of those holdings will continue at the
present rate. The pressure to increase production of foodstuffs and animal feed, as well as renewable resources
remains high. Experts therefore predict an increase in the
mechanization of land cultivation, which will drive worldwide demand for agricultural machinery in the long term.
Opportunities and outlook for the future
development of Wacker Neuson SE
Efficient business model
Medium and long-term growth opportunities,
despite market uncertainty
Business developments hard to predict for 2009
at the present time
In Germany, experts predict that construction investments
in 2009 will be put on hold and the market will contract.
Forecasts show that 2009 revenue will match the previous
year’s level and investment in construction will drop by
about 0.6 percent in 2009. Investment in commercial construction is expected to decline by 1.3 percent. Investments in residential construction are expected to fall by
The Wacker Neuson Group is adhering to its long-term
growth strategy and is well-positioned with its current business model. To achieve the goals set down in our business
strategy, we intend to invest wisely and drive growth across
all regions and business segments.
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In view of the predicted general economic recession and
unfavorable outlook for the international construction industry, we are cautious with regard to projections for the
2009 financial year. We are therefore focusing especially on
adapting our organizational structure and internal processes to reflect current market dynamics.
Development outlook by region
The Wacker Neuson Group aims to strengthen its leading
market position as a provider of light and compact equipment to the construction and agricultural industries worldwide. To promote growth in all regions, we are systematically aligning our activities with local market requirements.
This is aimed at meeting growing customer demands for
individual sales, rental and service solutions that align with
local market dynamics on the one hand, and at gaining new
customers on the other.
Due to the recession in the construction industry, we expect
a challenging business climate in Europe in 2009 and anticipate increased competition. Eastern Europe is the area
where we see the most opportunities for 2009, particularly
due to increasing state-sponsored investment in infrastructural projects. We also identify potential in the expansion of
our launch strategy for compact equipment in countries
where we have not sold this equipment in the past, as well
as in the expansion of our rental business in Central and
Eastern Europe. The Wacker Neuson Group continues to
concentrate on improving internal processes, not only in
the areas of production and logistics, but also in the tighter
alignment of our sales and service network with market
requirements.
In the Americas region (particularly in the US), we anticipate
that conditions will remain difficult during the 2009 financial
year, due to the ongoing subprime crisis. Nevertheless, we
aim to continue actively implementing measures to introduce compact equipment in the US and expand our network
of exclusive Wacker Neuson dealers.
It remains to be seen to what extent the global economic
downturn will affect the Asia region. We aim to capitalize on
the current positive construction industry climate in this
region, including the infrastructure segment. In particular,
we will continue to expand our sales networks in China and
India to enhance our market position as a provider of highquality products and services.
Development outlook by business segment
The Wacker Neuson Group’s aim for fiscal 2009 and beyond
is to consolidate its strong market position. We will be focusing strongly on changing customer needs, as well as service
offerings tailored to market dynamics.
We are adapting our product portfolio to further enhance
our leading market position. To this end, we will be introducing new, high-quality products and product variants in
the light and compact equipment segments to meet concrete
customer demands. These products will be designed to
meet the latest user safety and environmental protection
requirements. We will also continue to introduce compact
equipment via our existing worldwide sales and service
network.
The agricultural industry is tending towards larger holdings
in Europe, which is fueling a rise in rationalization investments. This is flanked by increases in EU agricultural subsidies, and we are keen to capitalize on the additional opportunities this is opening up for agricultural products under
our Weidemann brand over the coming years.
Development in our services business segment is extremely
positive. Here we are focusing on adapting the rental business in Central and Eastern Europe, as well as aligning our
sales and service network with current market dynamics
and customer requirements. We intend to further develop
our service offering to reflect evolving customer needs,
particularly in the spare parts and repairs business.
Company forecast
Capitalizing on medium and long-term opportunities
In our view, long-term prospects for the Wacker Neuson
Group are good, even if short-term prospects are overshadowed by the economic downturn. The Executive Board
does not expect the comprehensive economic recovery
plans to have any positive effect on the construction industry
until the end of 2009 at the earliest, despite increased
demand for construction projects in the infrastructure sector.
The company is prepared for the fact that the anticipated
worldwide downturn in the construction industry may well
last into 2010 and may continue to impact on customer
ordering patterns against the backdrop of intensified competition. Noteworthy here is the fact that the 2008/2009
winter period in the Europe region was more severe than the
Opportunities and outlook
same period the previous year. Due to this market uncertainty, it is difficult to precisely predict sales or profit before
interest, tax, depreciation and amortization (EBITDA). We
have thus decided not to publish a forecast for 2009, but
expect a drop in sales and earnings.
Taking a long-term view, opportunities in the construction
industry will arise from climate change and a greater focus on
environmental policies. The rise in weather-related damage,
coupled with the necessary cleanup and repair work, will
increasingly place the spotlight on preventive measures.
This will be flanked by roadway reconstruction projects, more
efficient repair procedures and redevelopment of residential
property with a view to increasing energy efficiency. Our
global presence and proximity to our customers in key target
markets, as well as the renowned quality of our products
and services, particularly after the merger, give us added
confidence in our ability to continue expanding our leading
global position in the medium to long term.
In the medium term, we will also consider strategic acquisitions where these enhance our product portfolio to the
benefit of our customers and increase our opportunities for
international expansion.
The Wacker Neuson Group is financially stable, showing
liquidity of EUR 67.5 million and an equity ratio of 77.4 percent. We aim to keep net debt as close as possible to last
year’s level. We also plan to lower our working capital.
At the AGM in Munich, May 28, 2009, the Executive and
Super visory Boards will propose a dividend of EUR 0.19
per eligible share. This ensures the continuance of our dividend policy, but also reflects current market dynamics.
Summary forecast
Due to difficult market conditions, we are expecting sales
and earnings to fall in the current fiscal year. However, we
forecast that the investment deadlock will begin to ease
from 2010 onwards, which will lead to renewed demand for
construction projects and therefore construction equipment.
Our product portfolio and service offering are still in demand
on the market. We are determined to consolidate and
expand our market position in order to emerge strengthened
from these times of crisis.
Munich, March 23, 2009
In the current fiscal year, we want to place particular focus
on securing our strong finance and asset status. For this
reason, we have significantly reduced planned investments.
In 2009 we plan to invest approximately EUR 60 million compared with EUR 101.8 million in fiscal 2008. Measures aimed
at reducing costs have been initiated in a number of areas
and are being implemented. This includes extending flexibility in terms of working hours, short-time working and deferral of investment projects. We are also planning to further
reduce our sales and administration costs.
(Wacker Construction Equipment AG until February 18, 2009)
Executive Board
Dr.-Ing. Georg Sick
(CEO and President)
Martin Lehner
(Deputy CEO)
Planned investments (extract)
in € million
Wacker Neuson SE, Munich, Germany
Richard Mayer
2009
Expansion of rental business in Central and
Günther C. Binder
Eastern Europe
10.0
Construction of new center for research and
development in Munich, Germany
16.0
Purchase of land in Hoersching, Austria
9.2
Investments for improving production processes
4.0
Expansion of sales and service station
5.0
Werner Schwind
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Contents
Income Statement
| 71
15 Other current assets
| 98
Balance Sheet
| 72
16 Cash and cash equivalents
| 99
Cash Flow Statement
| 74
17 Equity
| 99
Statement of Changes in Equity
| 75
18 Provisions for pensions and
Segmentation
| 76
Notes to the Consolidated Financial
Statements
| 78
General information on accounting
standards
| 78
Accounting and valuation methods
| 83
Explanatory comments on the
similar obligations
| 101
19 Other provisions
| 105
20 Financial liabilities
| 106
21 Trade payables
| 107
22 Other current liabilities
| 107
23 Derivative financial instruments
| 108
Other information
| 109
24 Contingent liabilities
| 109
| 110
income statement
| 89
25 Other financial liabilities
1
Revenue
| 89
26 Additional information on
2
Other income
| 89
financial instruments
3
Personnel expenses
| 89
27 Events since reporting date
| 114
4
Other operating expenses
| 89
28 Segmentation
| 115
5
Financial result
| 90
29 Cash flow statement
| 115
6
Taxes on income
| 90
30 Risk management
| 116
7
Earnings per share
| 91
31 Acquisitions and disposals
| 118
| 112
32 Overview of equity investments in
non-consolidated companies
| 119
balance sheet
| 92
33 Executive bodies
| 119
8
Property, plant and equipment
| 92
34 Related party disclosures
| 120
9
Investment properties
| 93
35 Auditor’s fee
| 122
| 93
36 Declaration regarding the German
10 Intangible assets
11 Other investments and other
non-current assets
Corporate Governance Codex
| 97
| 122
37 Release for publication
| 122
12 Inventories
| 97
13 Trade receivables
| 97
Responsibility Statement
| 122
14 Marketable securities
| 98
Unqualified Auditor’s Opinion
| 123
Income Statement
Income Statement
For the period from January 1 through December 31
in € K
Revenue
Notes
(1)
Jan. 1- Dec. 31, 20071
870,331
742,062
Cost of sales
- 576,885
- 459,530
Gross profit
293,446
282,532
- 156,486
- 140,090
- 25,056
- 20,810
- 53,487
- 48,289
Other income
(2)
11,023
8,421
Other expenses
(4)
- 11,451
- 2,859
57,989
78,905
Financial result
(5)
Taxes on income
(6)
Profit for the period before minority interests
Minority interests
Earnings per share (in euros) (diluted and undiluted)
1
Jan. 1- Dec. 31, 2008
(7)
- 2,308
- 660
55,681
78,245
- 17,576
- 24,142
38,105
54,103
- 716
23
37,389
54,126
0.53
1.10
71
72
Balance Sheet
Balance at December 31
Notes
Dec. 31, 2008
Dec. 31, 20071
(8)
272,934
221,869
Investment property
(9)
2,708
2,105
Goodwill
(10)
326,059
325,676
Intangible assets
(10)
98,438
100,220
Other investments
(11)
3,420
1,649
(6)
13,450
10,994
in € K
Assets
Deferred taxes
Other long-term assets
(11)
Total long-term assets
34,523
697,036
Inventories
(12)
217,030
175,130
Trade receivables
(13)
119,188
161,211
(14)
1,894
88,656
10,402
3,492
Current tax receivables
Other current assets
(15)
14,489
12,169
(16)
65,600
76,816
428,603
517,474
1,178,611
1,214,510
Total current assets
Total assets
1
32,999
750,008
Balance Sheet
Notes
Dec. 31, 2008
Dec. 31, 20071
Subscribed capital
(17)
70,140
70,140
Other reserves
(17)
582,516
586,186
Retained earnings
(17)
256,432
254,113
909,088
910,439
in € K
Equity before minority interests
Minority interests
2,731
2,280
911,819
912,719
(20)
38,845
44,219
(6)
31,989
33,724
(18)(19)
29,288
29,200
100,122
107,143
(21)
32,290
63,084
Short-term borrowings from banks
(20)
81,742
72,103
Current portion of long-term borrowings
(20)
5,876
6,073
Short-term provisions
(19)
11,112
9,324
466
1,366
Total equity
Long-term borrowings
Deferred taxes
Long-term provisions
Total non-current liabilities
Trade payables
Current tax payable
Other liabilities
Total current liabilities
Total liabilities
(22)
35,184
42,698
166,670
194,648
1,178,611
1,214,510
73
74
Cash Flow Statement
Jan. 1- Dec. 31, 2008
Jan. 1- Dec. 31, 20072
EBT
55,681
78,245
42,954
38,083
Other major non-cash income
0
- 1,640
- 3,852
- 8,139
- 29
48
Book value from the disposal of rental equipment
3,044
3,423
Gains/losses from derivatives (cash flow hedging)
452
- 93
in € K
Foreign exchange result
Gains/losses from sale of intangible assets and property, plant and equipment
Financial result
Changes in inventories
Changes in trade receivables and other assets
Changes in provisions
Changes in trade payables and other liabilities
Interest paid
Income tax paid
Purchase of property, plant and equipment
Purchase of intangible assets
Proceeds from the sale of property, plant and equipment and intangible assets
Purchase of marketable securities
41,771
4,798
1,876
- 503
- 33,475
- 3,196
- 8,136
- 7,854
- 29,561
- 33,973
31,133
54,980
- 93,134
- 81,571
- 8,654
- 2,469
1,440
895
0
- 122,078
85,674
46,987
Change in consolidation structure
- 1,771
10,572
6,976
5,910
- 9,469
- 141,754
0
165,000
- 69
- 5,582
Issue of new shares
Dividends
- 35,335
- 24,273
Proceeds/income from short-term borrowings
19,119
12,183
Repayment of long-term borrowings
- 5,400
- 50,606
- 173
- 306
- 21,858
96,416
- 194
9,642
Payment of finance lease liabilities
Increase/decrease in cash and cash equivalents
2
660
- 14,879
Proceeds received on the sale of marketable securities
Interest received
1
2,308
- 41,900
Effect of exchange rates on cash and cash equivalents
- 1,259
1,106
Change in cash and cash equivalents
- 1,453
10,748
Cash and cash equivalents at beginning of period1
38,792
28,044
Cash and cash equivalents at end of period1
37,339
38,792
Borrowings from banks from the group’s cash pool accounts are netted.
Equity
Exchange
Subin € K
before
Other
scribed
Capital
differ-
neutral
Retained
Treasury
minority
Minority
Total
capital
reserves
ences
changes
earnings
shares
interests
interests
equity
Balance at
December 31, 2006
43,500
72,330
- 21,526
501
224,260
- 36,691
282,374
0
282,374
Exchange differences
0
0
- 11,319
0
0
0
- 11,319
0
- 11,319
Other neutral changes
0
0
0
80
0
0
- 11,239
0
- 11,239
54,103
Subtotal
80
80
0
0
0
0
54,126
0
54,126
- 23
42,887
- 23
42,864
0
0
0
0
- 24,273
0
- 24,273
0
- 24,273
7,500
157,500
0
0
0
0
165,000
0
165,000
19,140
394,202
0
0
0
36,691
450,033
2,303
452,336
0
- 5,582
0
0
0
0
- 5,582
0
- 5,582
December 31, 2007 1
70,140
618,450
- 32,845
581
254,113
0
910,439
2,280
912,719
0
0
- 4,069
0
0
0
- 4,069
0
- 4,069
Other neutral changes
0
0
0
452
0
0
452
- 3,617
0
- 3,617
0
0
0
0
37,389
0
37,389
716
38,105
33,772
716
34,488
Dividends
0
0
0
0
- 35,070
0
- 35,070
- 265
- 35,335
0
- 53
0
0
0
0
- 53
0
- 53
70,140
618,397
- 36,914
1,033
256,432
0
909,088
2,731
911,819
Total profit for the period
Dividends
Issue of new shares (IPO)
Contribution of
Neuson Kramer
Balance at
Subtotal
Total profit for the period
452
Balance at
December 31, 2008
1
75
76
Segmentation
Primary segmentation (geographical segments)
in € K
Europe
Americas
Asia
Consolidation
Group
2008
Segment revenue
Total external sales
Less intrasegment sales
928,489
246,175
38,610
- 207,716
- 35,799
- 1,881
720,773
210,376
36,729
Intersegment sales
- 44,620
- 43,440
- 9,487
Total
676,153
166,936
27,242
45,774
11,599
1,393
0
0
0
45,774
11,599
1,393
- 777
57,989
Investments
88,025
7,080
1,840
0
96,945
37,979
4,351
624
0
42,954
5,489
2,096
54
0
7,639
908,956
142,340
22,710
- 24,227
1,049,779
81,760
22,607
3,744
- 4,687
103,424
0
870,331
Segment result (EBIT)
From continuing business
segments
From discontinued business
segments
Total
Other information
Non-cash expenses
Balance sheet
Segment assets
Segment liabilities
Segmentation
in € K
Europe
Americas
Asia
Consolidation
Group
0
742,062
2007
Segment revenue
Total external sales
Less intrasegment sales
694,179
282,535
42,861
- 142,771
- 32,756
- 1,838
551,408
249,779
41,023
Intersegment sales
- 30,750
- 53,724
- 15,674
Total
520,658
196,055
25,349
50,884
25,761
3,105
0
0
0
50,884
25,761
3,105
- 845
78,905
471,045
10,333
2,989
0
484,367
32,686
4,833
562
0
38,081
2,979
1,697
322
0
4,998
Segment assets
862,144
126,602
20,934
- 13,034
996,646
Segment liabilities
108,848
22,234
3,030
- 628
133,484
2008
20071
Light equipment
331,352
408,170
Compact equipment
355,979
179,480
Services
188,507
159,657
875,838
747,307
- 5,507
- 5,245
870,331
742,062
Segment result (EBIT)
From continuing business
segments
From discontinued business
segments
Total
Other information
Investments
Non-cash expenses
Balance sheet
Secondary segmentation (business segments)
in € K
Segment revenue from external customers
Less cash discounts
Total
1
77
78
Notes to the Consolidated Financial Statements
General information on accounting standards
reflects the company’s management structures and represents
the risk and profit structure of its operations worldwide. Appli-
Wacker Neuson SE (formerly: Wacker Construction Equipment
cation of IFRS 8 (which the Group will use for fiscal years start-
AG) has its headquarters in Munich, Germany, at Preussen-
ing on or after January 1, 2009) would not result in any funda-
strasse 41, and is registered in the local German Register of
mental changes in segment structure based on affiliate head-
Companies in Munich (“Handelsregister München”) under
quarters, but would result in additional explanations and notes.
Section B, No. 177839 (formerly: No. 144236).
On October 15, 2008, the EU endorsed amendments to IAS 39
Trading in the company’s shares commenced on May 2007 in
und IFRS 7. This allows companies to reclassify certain financial
the Prime Standard segment of the German stock exchange on
instruments as of July 1, 2008. The early, elective application of
the regulated market. The company has been listed in the SDAX
these amendments did not have an affect on the Consolidated
since September 2007.
Financial Statements of the Group.
The financial statements for fiscal 2008 (which include previous
IAS 23 (Borrowing Costs) was endorsed by the EU on October
year figures) were prepared in accordance with the International
10, 2008. This standard supersedes the revised IAS 23 dating
Accounting Standards (IAS) as approved and published by the
from 1993 and must be applied to fiscal years beginning on or
International Accounting Standards Board (IASB) and the Inter-
after January 1, 2009. The Group has not applied the revisions
national Financial Reporting Standards (IFRS) as interpreted
in IAS 23 to the current consolidated financial statements. It is
by the Standing Interpretations Committee (SIC) and Interna-
not expected that the application of IAS 23 will have a material
tional Financial Reporting Interpretations Committee (IFRIC)
effect on the assets, liabilities, financial position and profit and
as adopted by the EU, and the additional requirements of the
loss of the Group.
German Commercial Code (HGB) set forth in Section 315a (1). All
valid and binding standards for fiscal 2008 have been applied
The following amendments were endorsed by the EU on
and give a true and fair view of the assets, liabilities, financial
December 16, 2008: amendments to IFRS 2 (Share-Based Pay-
position and profit and loss of the Group.
ments) must be applied to financial statements covering fiscal
years beginning on or after January 1, 2009; and IFRIC 13
For the following statements, the Group primarily applies
(Customer Loyalty Programs) must be applied to financial state-
IFRIC 14 (IAS 19 – The Limit on a Defined Benefit Asset, Mini-
ments covering fiscal years beginning on or after July 1 2008.
mum Funding Requirements and their Interaction). This has no
The Group has chosen to apply these new elective regulations
effect on the assets, liabilities, financial position and profit and
to its consolidated financial statements for 2008. This did not
loss of the Group.
result in any changes to the consolidated financial statements.
IFRS 8 (Operating Segments) was issued on November 30,
IAS 1 (Presentation of Financial Statements, as revised in 2007)
2006, by the IASB and adopted by the European Union (EU) on
was endorsed by the EU on December 17, 2008. This standard
November 21, 2007, and will be mandatory for fiscal years start-
supersedes the previous version of IAS 1 and must be applied
ing on or after January 1, 2009. IFRS 8 regulates financial and
to fiscal years beginning on or after January 1, 2009. The Group
descriptive reporting of information relating to segments re-
has not applied the revisions in IAS 1 to the current consolidated
quired to disclose information on their operations. In these Con-
financial statements. Application would result in changes to the
solidated Financial Statements, the Group reports its segments
presentation of the consolidated financial statements but would
in accordance with IAS 14. These are structured geographically
not, however, fundamentally alter the presentation of assets,
according to the headquarters of each affiliate. This approach
liabilities, financial position and profit and loss of the Group.
The EU endorsed further amendments to IAS 1 (Presentation
IFRIC 15 (Agreements for the Construction of Real Estate)
of Financial Statements) and IAS 32 (Financial Instruments:
standardizes accounting practice for the recognition of rev-
Presentation) in January 2009: These amendments concern
enue by real estate developers for sales of real estate units;
companies which have issued puttable financial instruments
this amendment must be applied to fiscal years beginning
or financial instruments which give rise to a claim to company
on or after January 1, 2009;
assets on liquidation and must be applied to fiscal years begin-
IFRIC 16 (Hedges of a Net Investment in a Foreign Opera-
ning on or after January 1, 2009. The Group has not applied
tion) clarifies issues arising from IAS 21 (Foreign Exchange
the new regulations to the current consolidated financial state-
Rates) and IAS 39 (Financial Instruments: Recognition and
ments. Application would not have had any impact on the con-
Measurement) and must be applied to fiscal years beginning
solidated financial statements.
on or after October 1, 2008;
IFRIC 17 (Distributions of Non-Cash Assets to Owners) ad-
Amendments to IFRS 1 (First Time Adoption of International
dresses the distribution of dividends to company owners in
Financial Reporting Standards) and to IAS 27 (Consolidated
non-financial form and must be applied to fiscal years begin-
and Separate Financial Statements) were also endorsed by the
ning on or after July 1, 2009;
EU in January 2009. These concern the recognition of costs of
IFRIC 18 (Transfers of Assets from Customers) is particularly
an investment in an affiliate or jointly controlled company. The
relevant to utilities and must be applied to fiscal years begin-
amendments must be applied to fiscal years beginning on
ning on or after July 1, 2009.
or after January 1, 2009. The Group has not applied the new
regulations to the current consolidated financial statements.
The Consolidated Financial Statements of the Group comprise
Application would not have had any impact on the consolidated
the consolidated income statement, the consolidated balance
financial statements.
sheet, the notes to the Consolidated Financial Statements, the
The following amendments to standards or interpretations have
statement of changes in equity. In addition, a Group Manage-
not yet been adopted by the EU and are unlikely to result in sub-
ment Report was prepared in accordance with Section 315a
stantial changes to future consolidated financial statements:
HGB.
consolidated cash flow statement, as well as the consolidated
Amendment to IFRS 3 (Business Combinations) mainly
The Consolidated Financial Statements have been prepared in
affecting the introduction of an accounting policy choice to
euros. The figures are presented in thousand euros (EUR K),
measure non-controlling interests (full goodwill method);
rounded to the nearest thousand, unless otherwise stated.
this amendment must be applied to fiscal years beginning
on or after July 1, 2009;
The consolidated income statement was prepared in the “cost-
Amendment to IAS 39 (Financial Instruments: Recognition
of-sales” format.
and Measurement) to facilitate the recognition of a hedging
relationship when hedging against exposures arising from
Line of business
financial instruments; this amendment must be applied to
With its roots dating back to 1848, the company is now a
fiscal years beginning on or after July 1, 2009;
leading global manufacturer of high-quality light construction
IFRIC 12 (Definition of Service Concession Arrangements)
equipment (weighing up to approximately 3 tons) and compact
addresses arrangements whereby a government or other
construction equipment (weighing up to approximately 14 tons).
public sector body contracts with a private operator to pro-
Wacker Neuson provides a comprehensive one-stop offering,
vide a public service (roads, hospitals, utilities, etc.). IFRS
extending from development and production through sales and
requires that this interpretation is applied to fiscal years
rentals to repairs and service. The entire product portfolio
beginning as of January 1, 2008 but it has not yet been legally
comprises over 300 product groups. Following the merger with
endorsed by the EU and may not be applied to the current
the former Neuson Kramer Baumaschinen AG (now Wacker
financial statements;
Neuson Beteiligungs GmbH) and its affiliates in 2007, the new
consolidated Wacker Neuson Group started offering its products and services under the new main brand “Wacker Neuson”
79
80
in 2008. The company will also continue to market some com-
Closing date
pact equipment under the “Weidemann” and “Kramer Allrad”
The closing date for all companies included in the Consoli-
brands in the future. Furthermore, the company CLAAS Global
dated Financial Statements is December 31 of the respective
Sales GmbH, which now has an indirect 5.1 percent stake in
year. The current accounting period is January 1, 2008 through
Kramer-Werke GmbH, distributes telescopic loaders devel-
December 31, 2008.
oped and manufactured by Kramer in the agricultural industry
under the brand “CLAAS” based on distribution agreement
Consolidation structure
concluded with Kramer-Werke GmbH.
In addition to the parent company, Wacker Neuson SE (formerly:
Wacker Construction Equipment AG), the Consolidated Financial Statements include the following entities in which the
company has the following direct or indirect shareholdings:
Company Name
City
Country
Direct
Drillfix AG
Volketswil (near Zurich)
Switzerland
100%
Indirect
Segment
Europe
Nippon Wacker Co., Ltd.
Tokyo
Japan
100%
Asia
Wacker Neuson Equipment Private Ltd.
Bangalore
India
100%
Asia
Wacker Machinery Limited
Dublin
Ireland
100%
Europe
Wacker Neuson Beteiligungs GmbH
Leonding (near Linz)
Austria
100%
Europe
Wacker Neuson Linz GmbH
Wacker Neuson Rhymney Ltd.
Kramer-Werke GmbH
Austria
100%
Europe
Tredegar
Great Britain
100%
Europe
Pfullendorf
Germany
95%
Europe
Düsseldorf
Germany
95%
90%
Europe
Geisingen
Germany
100%
95%
Europe
Austria
98%
Europe
Södra Sandby (near Malmö)
Sweden
100%
Europe
PADEM Grundstücks-Vermietungsgesellschaft mbH & Co.
Objekt Gutmadingen KG
STG Stahl- und Maschinenbautechnik
Gutmadingen GmbH
Wacker Neuson Finance Immorent GmbH
Wacker Neuson AB
Wacker Neuson AG
Volketswil (near Zurich)
Switzerland
100%
Europe
Wacker Neuson AS
Hagan (near Oslo)
Norway
100%
Europe
Wacker Neuson A/S
Karlslunde
Denmark
100%
Europe
Wacker Neuson B.V.
Amersfoort
Netherlands
100%
Europe
Wacker Neuson Corporation
EQUIPRO Inc.
Menomonee Falls (near Milwaukee)
USA
100%
Americas
Germantown (near Milwaukee)
USA
100%
Americas
Wacker Neuson GmbH
Moscow
Russia
100%
Europe
Wacker Neuson GmbH
Vienna
Austria
100%
Europe
Wacker Neuson Kft.
Törökbálint (near Budapest)
Hungary
100%
Europe
Wacker Neuson Limited
Hong Kong
China
100%
Asia
Wacker Neuson Machinery Trading
Shenzhen
China
100%
Asia
(Shenzhen) Ltd. Co.
Samutprakarn (near Bangkok)
Thailand
100%
Asia
Wacker Neuson Ltda.
Huechuraba (near Santiago)
Chile
100%
Americas
Wacker Neuson Ltd.
Mississauga (near Toronto)
Canada
100%
Americas
Wacker Neuson Ltd.
Waltham Cross (near London)
Great Britain
100%
Europe
Auckland
New Zealand
100%
Asia
Company Name
City
Country
Direct
Indirect
Segment
Wacker Neuson Makina Limited Sirketi
˛
Küçükbakkalköy (near Istanbul)
Turkey
100%
Europe
Wacker Neuson Manila, Inc.
Dasmariñas (near Manila)
Philippines
100%
Asia
Wacker Neuson Máquinas Ltda.
Jundiaí (near São Paulo)
Brazil
100%
Americas
Wacker Neuson Oy
Kerava (near Helsinki)
Finland
100%
Europe
Wacker Neuson Pty Ltd
Springvale (near Melbourne)
Australia
100%
Asien
Wacker Neuson (Pty) Ltd
Florida (near Johannesburg)
South Africa
100%
Europe
Wacker Neuson S.A.
Torrejón de Ardoz (near Madrid)
Spain
100%
Europe
Wacker Neuson S.A. de C.V.
Mexiko City
Mexico
100%
Americas
Wacker Neuson S.A.S.
Brie-Comte-Robert (near Paris)
France
100%
Europe
Wacker Neuson Sp. z o.o.
Jawczyce (near Warsaw)
Poland
100%
Europe
Wacker Neuson srl con socio unico
San Giorgio di Piano (near Bologna)
Italy
100%
Europe
Wacker Neuson s.r.o.
Prag
Czech Republic
100%
Europe
Weidemann GmbH
Diemelsee-Flechtdorf
Germany
100%
Europe
The following companies are not included in the consolidation
The following legal changes were made or approved vis-à-vis
structure:
the company structure in fiscal 2008:
With effect as of March 1, 2008, the affiliate Wacker Neuson
Company Name
Country
Direct
Indirect
Serbia
100%
Serbia
100%
Great Britain
100%
USA
100%
95%
France
100%
95%
Germany
100%
95%
Germany
100%
95%
Wacker Neuson
Kragujevac d.o.o.
Stambach Baumaschinen GesmbH, also a consolidated company of the Wacker Neuson Group. The asset deal between
Wacker Neuson
Lapovo d.o.o.
Wacker Neuson GmbH as the purchaser and Stambach Baumaschinen GesmbH as the seller does not classify as a busi-
NK Administration
Limited
ness combination under IFRS 3, as both companies are under
the common control of Wacker Neuson SE (formerly: Wacker
Kramer-Allrad of
North America Inc.
Construction Equipment AG).
Kramer-Allrad
France S.A.R.L
On June 30, 2008, Stambach Baumaschinen GesmbH was
Wacker Neuson
Immobilien GmbH
GmbH in Vienna purchased the entire business operations of
incorporated into Neuson Baumaschinen GmbH. The name and
legal form of Neuson Baumaschinen GmbH has in the meantime
been changed to Wacker Neuson Linz GmbH.
Wacker Neuson
Wohnungsbau GmbH
The company established a new affiliate in India in the first
quarter of 2008. During the course of 2008, this affiliate did not
have any significant impact on the assets, liabilities, financial
Originally a wholly owned subsidiary of the Wacker Neuson
Corporation, Ground Heaters, Inc., in Spring Lake, Michigan
(USA) was liquidated on December 8, 2008. All business operations have been transferred to the original parent company
Wacker Neuson Corporation.
position and profit and loss of the Group.
81
82
At the end of second quarter, the legal form and name of
Equity was consolidated according to the acquisition method.
Neuson Kramer Baumaschinen AG were changed to Wacker
For the first consolidation of subsidiaries acquired after Janu-
Neuson Beteiligungs GmbH. This took place as part of the
ary 1, 2003, all identifiable assets, liabilities and contingent
integration of the Neuson Kramer subgroup.
liabilities of the acquired companies are recognized at fair
values.
Furthermore, another affiliate was established in Serbia
( Wacker Neuson Lapovo d.o.o) during the second quarter.
After reevaluation of all hidden assets and liabilities of compa-
This involved an outlay of EUR 1.5 million. During the course
nies acquired after January 1, 2003, any credit balances re-
of 2008, this affiliate did not have any significant impact on
maining are capitalized as goodwill resulting from the equity
the assets, liabilities, financial position and profit and loss of
consolidation and are subjected to an annual impairment test.
the Group. It will supply the Group with structural steel
components.
Intercompany receivables and payables as well as purchases
and sales between consolidated Group companies are elimi-
The merger of Neuson Finance GmbH in Linz with Wacker
nated. Group inventories and fixed assets are adjusted to re-
Neuson Linz GmbH was executed on October 31, 2008.
flect intercompany profits.
During the AGM on June 3, 2008 in Munich, shareholders
Consolidation transactions affecting income are subject to de-
approved the proposal to change the company’s legal form to
ferred tax. Deferred tax assets and deferred tax liabilities are
an SE (Societas Europaea) and its name to Wacker Neuson SE.
set off against each other, provided that the term of payment
The majority of affiliates have renamed to Wacker Neuson as
and the creditors are the same.
a result of this change.
The following restructuring alignments were also approved:
The annual financial statements of the foreign affiliates have
liquidation of the dormant company Wacker Machinery Ltd. in
been translated into euros according to the concept of the
Ireland; plus a merger between French-based NK Administra-
functional currency. The functional currency is taken to refer to
tion S.r.l., which has been in liquidation since 2005, and
the relevant national currency, with the exception of the Philip-
Wacker Neuson SAS in France.
pines (US dollar). Thus, assets and liabilities are translated at
the spot rates of exchange effective at the balance sheet date,
On November 6, 2008, the Executive and Supervisory Boards
whereas the items of the income statement are translated at
resolved to close the production plant in Tredegar (Wales,
the average annual rates of exchange.
Great Britain), thus dissolving the Group member Wacker
Neuson Rhymney Ltd. Production of Wacker Neuson four-
Exchange differences arising from the application of different
wheel dumpers is to be transferred to the Austrian plant in
exchange rates for balance sheet and income statement are
Linz.
recorded directly as a separate item of equity so they have no
impact on the financial result.
Consolidation principles
The Consolidated Financial Statements are based on the
annual financial statements of the companies included,
which were prepared in accordance with IFRS.
The annual financial statements of the consolidated domestic
and foreign companies were prepared according to the uniform
accounting and valuation methods applied by the company.
1 Euro equals
2008
2007
Annual average rates
2008
2007
Rates at balance sheet date
Australia
AUD
1.7492
1.6361
2.0257
1.6775
Brazil
BRL
2.6881
2.6604
3.2843
2.6205
Chile
CLP
777.9500
719.4833
900.4000
732.4000
Denmark
DKK
7.4556
7.4511
7.4518
7.4581
UK
GBP
0.8038
0.6873
0.9600
0.7346
Hong Kong
HKD
11.4731
10.7562
10.8323
11.4760
INR
64.3776
–
68.4300
–
Japan
JPY
151.4825
162.0433
126.4000
165.0000
Canada
CAD
1.5655
1.4651
1.7160
1.4440
Mexico
MXN
16.4258
15.0650
19.3500
16.0700
New Zealand
NZD
2.0929
1.8621
2.4177
1.9003
Norway
NOK
8.2841
8.0027
9.7900
7.9650
Philippines
USD
1.4741
1.3790
1.3977
1.4716
India
Poland
PLN
3.5383
3.7834
4.1823
3.5928
Russia
RUB
36.8383
34.8396
42.2650
35.9950
Sweden
SEK
9.6855
9.2628
10.9150
9.4350
Switzerland
CHF
1.5786
1.6461
1.4860
1.6557
South Africa
ZAR
12.1115
9.6862
13.1698
10.0300
Thailand
THB
49.0758
44.3608
48.8550
43.8250
Czech Republic
CZK
24.9833
27.6900
26.5850
26.5750
Turkey
TRY
1.9196
1.7826
2.1520
1.7135
Hungary
HUF
250.9683
251.3558
264.5050
252.3250
USA
USD
1.4741
1.3790
1.3977
1.4716
Concerning exchange differences without effects on profits,
please refer to the statement of changes in equity.
In accordance with IAS 16, tangible assets are valued at acquisition costs less scheduled straight-line depreciation. For a
limited number of existing items, the declining balance method
Accounting and valuation methods
for depreciation was employed.
Realization of profits
The individual tangible asset groups are depreciated over the
For contracts for the sales of goods, profits are realized when
following useful lives, applying the straight-line depreciation
the goods have been delivered (passing of risk), whereas profits
method:
arising from the provision of services are realized on completion
of the contracted work. Operating expenses are recognized
when the service has been rendered, or at the date the costs
in years
are incurred. Interest income is accrued based on the outstand-
Land and buildings
5 – 66
ing principal of the loan and the applicable interest rates. The
Machinery and equipment
2 – 10
borrowing costs are recognized in the period in which they are
Office and other equipment
3 – 20
incurred according to the benchmark method.
Financing costs are not capitalized.
Useful life
83
84
All other leasing contracts are classified as operating leases.
Land and buildings held for the purpose of generating rental
In such cases, the leasing installments or the rental payments
revenue are disclosed at net book value, whereby the respec-
are shown as an expense in the income statement.
tive useful life employed for depreciation (straight-line, according to pro rata temporis) corresponds to fixed assets in use.
When the Group is the lessor
Goodwill/acquisitions
agreement transfers all material risks and rewards associated
Acquisitions are reported according to the acquisition method.
with the leased object to the lessee. All other leasing contracts
Consequently, income of the acquired company is included in
are classified as operating leases. Amounts to be paid by les-
the Consolidated Financial Statements of the Group starting
sees resulting from finance leases are entered as receivables
from the date of acquisition. For foreign companies that are
in the amount of the net investment value ensuing from the
acquired or founded, related acquisition costs are converted to
leasing contract. Income from finance lease contracts is dis-
euros at the spot rate effective at the date of purchase.
tributed across accounting periods in such a way that that
Leasing contracts are classified as finance leases if the lease
regular periodic interest is recognized on the outstanding net
The disclosed goodwill undergoes an impairment value test at
investment value resulting from leasing contracts. Rental income
the end of the accounting period in order to verify the value of
from operating lease contracts is distributed and reflected in
the amount reported on the balance sheet. In accordance with
the balance sheet on a straight-line basis over the duration of
IFRS 3/IAS 36, the goodwill is not subject to scheduled
the relevant leasing contract. Initial direct costs attributable to
straight-line amortization.
the negotiation and conclusion of a leasing contract are to be
allocated to the book value of the leased asset and distributed
Intangible assets
on a straight-line basis over the duration of the leasing
Other intangible assets are capitalized at acquisition cost and
contract.
amortized on a straight-line basis assuming a projected useful
life of three years for software or the individual lifetimes of the
Inventories
respective patents, licenses, technologies and order volumes.
Inventories of work in process and finished products, as well
Intangible assets having an unlimited useful life are not subject
as raw materials and supplies, are valued at their acquisition
to amortization but are tested for impairment at least once a
and manufacturing costs respectively, in accordance with
year.
IAS 2. As far as the acquisition and manufacturing costs of inventories are above fair value, they will be written down to net
Financing costs are not capitalized.
realizable value at the balance sheet date. The net realizable
value is the estimated sales price under normal business con-
Leases
ditions, less the estimated manufacturing and sales costs. To
the extent that the net realizable value of formerly written-down
When the Group is the lessee
inventories has increased, corresponding write-ups will be
Leasing transactions regarding tangible assets in which the
made.
Group as the lessee bears all material risks and rewards from
the use of the leased object are treated as finance leases ac-
In determining acquisition costs, incidental acquisition costs
cording to IAS 17. In such cases, the lessee recognizes the
are added, and rebates to purchase prices are deducted.
leased object as an asset in the balance sheet and the payment obligation of future lease installments is disclosed as a
Manufacturing costs include all expenses which are allocable
liability item. Treatment as a finance lease leads to a depre-
directly or indirectly to the manufacturing process. Borrowing
ciation expense on the income statement, dependent upon
costs are not included in manufacturing costs.
the useful life of the leased object, and the related interest
expense.
Acquisition and manufacturing costs for inventories were, for
Recognition of gains and losses from derivative financial in-
the main part, determined assuming that those assets which
struments is subject to the requirements for hedge accounting
were acquired first will also be consumed first (FIFO method).
as set forth in IAS 39. To this end, upon initiation of such a
The moving average cost procedure is also used to simplify the
transaction, both the hedging instrument and the underlying
valuation procedure.
transaction are compared and the goals for risk management
and the underlying strategy are documented. The Group verifies
Production orders are not included.
initially and continually whether or not the derivatives in a
hedging relationship will effectively compensate for the changes
Financial instruments and hedging transactions
in cash flow of the underlying transactions. Derivative financial
Financial instruments are contracts which include a payment
instruments that do not satisfy hedge accounting requirements
claim. In accordance with the regulations of IAS 32, they com-
are allocated to the assets or liabilities held for trading and
prise non-derivative financial instruments such as trade receiv-
designated at fair value through profit or loss when first recog-
ables and trade payables, or other receivables and payables
nized and in subsequent fiscal years. Profits and losses realized
resulting from financing transactions. They also include deriva-
through fair value fluctuations are immediately recognized.
tive financial instruments which are employed to hedge against
currency risks, interest risks or price fluctuations.
The forward exchange contracts and interest rate swaps
employed by the Group are treated as cash flow hedges in
Derivative financial instruments
the balance sheet where changes in fair value are recorded
The Wacker Neuson Group utilizes financial instruments such
directly in equity. The other forward exchange contracts
as foreign exchange forward contracts as well as interest rate
do not satisfy formal hedge accounting requirements and are
swaps exclusively for hedging purposes and for the minimiza-
recognized in the balance sheet as being held for trading.
tion of risks. Financial instruments without a corresponding
underlying transaction are not carried out.
Non-derivative financial instruments
Non-derivative financial instruments as disclosed on the assets
Derivative financial instruments are utilized to hedge against
side of the balance sheet comprise investments, marketable
interest rate risks and exchange rate risks. The goal of hedging
securities and receivables. These items are valued either at
activities is to reduce risks arising from variable interest rate
amortized costs or at fair value (marketable securities). Assets
borrowing and future transactions in foreign currencies. Their
are recognized in the balance sheet for the first time when a
maturities are termed to match the terms of the corresponding
Group company becomes a party to a contract. Financial
underlying transactions, and range from several months to
assets are recognized as of the day of performance. Assets are
several years.
derecognized upon transfer of ownership or expiration of contractual rights to cash flows.
Derivative financial instruments are capitalized initially at acquisition cost when the contract is entered into. Subsequently, they
The carrying amounts of assets valued at amortized cost are
are valued at fair value as of the closing date.
verified if there are any indications that the book value exceeds
the useful value or the net realizable value (impairment test).
The fair value of derivative financial instruments is the price at
Should the book value exceed the net realizable value, the
which one party would assume the rights and/or obligations
asset is written down.
from another party. The fair values are based on market information available at the balance sheet date applying valuation
Trade receivables and other receivables are recognized at their
methods customary in the market as follows:
nominal values less allowance for doubtful accounts based on
the probable default risk. Long-term receivables are discounted
Forward exchange contracts are evaluated by applying the
market rates of transactions monitored.
Interest rate contracts are valued by discounting the expected cash flow over the remaining maturity, whereby current
interest rate curves are taken as the basis.
at standard interest rates.
85
86
Credit balances with financial institutions are recognized at
Trade receivables and assets
their nominal values. Liabilities are valued at their nominal
Both trade receivables and other assets are principally valued
values or at their higher repayment amounts effective at the
at amortized costs. They are, as a rule, valued at nominal value
closing date. Long-term liabilities for which either no interest
prior to allowances for uncollectible accounts, and are classi-
payments or below-market interest payments are to be made
fied in the category “loans and receivables”, provided they are
and the amounts of which fall due after more than one year are
financial instruments. Allowances are recognized for the full
discounted as of the balance sheet date. Financial liabilities are
amount for those receivables and other current assets for which
recognized in the balance sheet for the first time when a Group
there is a high probability of default. Furthermore, general credit,
company becomes a party to a contract. Financial liabilities
interest and cash discount risks are recognized.
are derecognized when paid.
Cash and cash equivalents belong to the category “loans and
Research costs are expensed in the consolidated income state-
receivables” and are recognized at current value, which for
ment in the period in which they are incurred. Development
liquid funds in euro is equivalent to the nominal value.
costs are capitalized provided that the total development costs
fulfill IAS 38.57 requirements. These capitalized development
Government subsidies
costs are written down over a period of six years for assets
Government subsidies are only recognized if there is reason-
capitalized in 2008. Development costs capitalized in previous
able assurance that the funding will be approved and that the
years are written down over a period of four to five years. Amor-
company fulfils the relevant criteria. Expense-related subsidies
tization is taken using the straight-line method.
are recognized by reducing the book value of the asset. The
subsidy is then recognized as income through a reduced write-
down value over the duration of the depreciable asset’s useful
Marketable securities are recognized at fair value through profit
life.
or loss if they are held for trading or designated at fair value
through profit or loss. Marketable securities are classified under
Pensions and similar obligations
the category “held for trading” if they were primarily obtained
Provisions for pensions and similar obligations from defined
for the purpose of sale in the short term. When first recognized,
benefit plans are recognized following the Projected Unit
marketable securities are designated at fair value through profit
Credit Method, taking into consideration future adjustments in
or loss if they are part of a group of financial assets that are
remuneration payments and in pensions in compliance with the
managed under a documented risk management or investment
regulations as set forth in IAS 19.
strategy and if their performance is evaluated based on their
current fair value, and information about this portfolio’s perfor-
Pension obligations in Germany are calculated using the
mance is distributed internally.
demographic tables for 2005 G developed by Prof. Klaus
Heubeck.
Pension obligations abroad are calculated using accounting
principles and parameters specific to the corresponding
country.
Provisions for pensions as disclosed in the balance sheet are
calculated from the value of the actual pension obligations less
the fair value of plan assets as of the balance sheet date. Actuarial gains and losses are recognized according to the 10 percent corridor rule.
Service cost for vested rights to future pension payments
results from the changes in the present value of the obligation.
Material discretionary decisions, estimates and
assumptions
In preparing the financial statements, it has been necessary to
The interest portion of the increase in pension provisions is,
make estimates and assumptions which may influence the
for the main part, disclosed under financial results.
amounts and disclosure of assets and liabilities recognized on
the balance sheet, income and expenses as well as contingent
Payments under defined contribution plans are recognized
liabilities. The estimates are based on past experience and other
directly as an expense.
assumptions deemed to be suitable under the given circumstances. The actual values can deviate from these estimates.
Other provisions
The estimates and assumptions are regularly verified and
Other provisions are recognized in accordance with IAS 37
modified where necessary.
when a present legal or constructive obligation as a result of
a past event exists, when it is probable that an outflow of
The following significant estimates and related assumptions,
resources with economic benefits will be required to settle the
together with the uncertainties associated with the accounting
obligation, and when a reliable estimate of the amount of the
and valuation methods applied are crucial in understanding the
obligation can be made. Other provisions are made for all
underlying risks of the financial report and the impact these
recognizable obligations. Valuation and recognition are based
estimates, assumptions and uncertainties could have on the
on the best estimate of the amounts involved.
Consolidated Financial Statements.
Other provisions are set up for all recognizable risks as well
Goodwill
as for all contingent liabilities in the amount of the probable
An assessment is carried out each year by the Group to deter-
occurrence. Long-term provisions, for the main part, accumu-
mine whether the value of goodwill has been impaired. Addi-
late interest at a rate of 4.5 percent or 5.5 percent per annum.
tional assessments are performed if there are grounds to consider impairment has taken place. To this end, the recoverable
Financial liabilities
amount of the cash-generating unit must be estimated. This
Financial liabilities are recognized at amortized cost by applying
corresponds to the higher of fair value less cost to sell and
the effective interest method and are disclosed under financial
value in use. Determining fair value less cost to sell involves
liabilities recognized at amortized cost.
making adjustments and estimates regarding the forecast and
discounting of future cash flows. Although management is of
Deferred taxes
the opinion that the assumptions underlying calculation of the
With respect to temporary differences between valuations for
recoverable amount are suitable, unforeseeable changes could
tax purposes and balance sheet purposes, for consolidation
result in impairment, which may negatively impact the assets,
transactions affecting income as well as for tax loss carry-
liabilities, financial position and profit and loss of the Group.
forwards, deferred tax assets and liabilities are recognized.
The book value of goodwill amounted to EUR K 326,059 at the
closing date. Refer to the section on intangible assets in these
Deferred tax assets concerning tax loss carry-forwards have
notes for detailed information on the calculation of value
been recognized only to the extent to which reductions are
impairments.
likely to arise. There was no deferred tax recognized for loss
carryforwards in the current year.
Useful lives of tangible assets and
other intangible assets
Deferred tax is calculated at the tax rate valid or approved at
At the end of each fiscal year, the Group assesses the estimat-
the balance sheet date of the company likely to be affected by
ed useful lives of tangible assets and other intangible assets.
the deferral.
Estimations did not need to be reviewed in 2008.
87
88
Value of tangible assets and other intangible assets
Employee benefits
At each closing date, the Group must determine whether there
Pensions and similar obligations are calculated in accordance
are any grounds to assume that the book value of a tangible
with actuarial valuations. These valuations are based on a
asset or an item under other intangible assets has been im-
number of factors including statistical values in order to antici-
paired. In this case, the recoverable amount of the asset in
pate future events. These factors include actuarial assump-
question is estimated. The recoverable amount corresponds to
tions such as the discount rate, expected return on plan asset,
the higher of fair value less cost to sell and value in use. Value
expected salary increases and mortality rates. These actuarial
in use is determined based on the discounted future cash
assumptions can deviate considerably from the actual obliga-
flows of the relevant asset. Estimating discounted future cash
tions as a result of changed market and economic conditions,
flows involves making key assumptions, in particular regarding
resulting in a change in the associated future outlay.
future sales prices and volumes, costs and discount rates.
Although management is of the opinion that the assessment of
Legal risks
relevant expected useful lives, of the general economic climate
Certain Group companies are involved in legal disputes. The
and market trends within the industries in which the Group
outcome of these disputes could have a substantial impact on
operates, and of discounted future cash flows are suitable,
the assets, liabilities, financial position and profit or loss of the
a change to current assumptions or to current circumstances
Group. Company management regularly analyses the current
may render it necessary to review this analysis. This could
information available about these cases and recognizes pro-
result in additional value impairments or write-ups in the future
visions to cover probable obligations. Assessments are per-
should the trends identified by management turn around or if
formed by internal and external lawyers. When reaching a
the assumptions and estimates turn out to be incorrect.
decision on the need to recognize provisions, company management takes sufficient account of the probability of an
Taxes on income and earnings
unfavorable outcome and takes due care to estimate the
At each closing date, the Group determines whether the prob-
amount of the obligation sufficiently reliably.
ability of future tax benefits is sufficient to justify deferred tax
assets. To this end, management must assess the tax benefits
resulting from existing tax strategies and income to be taxed in
the future, as well as take further positive and negative factors
into consideration. The recognized deferred tax assets may be
lower if the estimates regarding taxable income and the tax
benefits realizable through available tax strategies are lowered,
or should changes to current tax legislation restrict the timeframe or feasibility of future tax benefits. Refer to the section on
taxes on income in these notes for more detailed information.
income statement
1
The item wages and salaries includes redundancy payments to
the following extent:
Revenue
in € K
2008
2007
Redundancy payments
1,091
935
With respect to the presentation and composition of sales by
geographic regions and by business segments, please refer to
the segment report.
2
The average number of employees is as follows:
in € K
Other income
Management
2008
2007
44
44
293
294
in € K
2008
2007
Administration
Foreign exchange gains
7,168
2,727
Sales
820
818
Service
650
630
Logistics
282
270
Proceeds from sale of property,
plant and equipment
601
403
Insurance reimbursements
215
370
Recovery of receivables
written off
71
Other income
1,395
1,435
Other
177
162
Total
3,661
3,653
2008
2007
578
371
Realized exchange losses
8,243
2,268
Other expenses
2,630
220
11,451
2,859
75
Rental income on
investment Property
Production and technology
557
103
2,411
4,743
11,023
8,421
4
Total
Other operating expenses
in € K
Losses on the disposal of
3
Personnel expenses
property, plant and equipment
The expenses for pensions include the expense for pension
benefits without the interest portion of the additions to provisions for pensions which is recognized under financial results.
Total
Personnel expenses are composed as follows:
Expenses from the reevaluation of a tract of land at Wacker
Neuson Rhymney Ltd. amounting to EUR K 1,662 were realized
in € K
Wages and salaries
Social security contributions
Other personnel costs
Expenses for pensions
Total
2008
2007
150,812
130,869
production plant in Tradegar, surveyors were commissioned to
30,761
23,414
perform a property assessment. The findings resulted in a re-
7,595
9,138
evaluation. The company is assigned to the Europe segment.
2,293
4,351
191,461
167,772
for the current fiscal year. Following the decision to close the
89
90
5
Financial result
Reconciliation of calculated tax to actual tax expense:
in € K
2008
2007
Interest and similar income
7,213
5,618
Unrealized gains and losses
- 1,956
505
2008
2007
55,681
78,245
16,403
29,960
0
- 4,660
- 905
- 388
870
1,063
Other
1,208
- 1,833
Total
17,576
24,142
EBT
Tax at the applicable tax rate :
Income on disposals of financial
assets
in € K
650
1,368
Interest and similar expenses
- 8,215
- 8,151
Total
- 2,308
- 660
29.46% (previous year: 38.29%)
Change in tax rate
(Germany)
Variance in tax rates
Tax effects of non-deductible expenses and tax-exempt income
Interest expenses include expenses for interest resulting from
finance lease contracts in the amount of EUR K 69 (previous
year: EUR K 72). Interest income from finance leases in the
amount of EUR K 1,424 (previous year: EUR K 640) is included
in interest and similar income.
The calculated taxes on income result by applying the Group’s
unified tax rate of 29.46 percent (previous year: 38.29 percent)
Profit/loss arising from changes in the fair value of derivative
to profit before tax (EBT).
financial instruments as part of cash flow hedging was recognized under equity during the fiscal year with no effect on
We have based our tax assessment for the current year on a
income.
corporate income tax rate of 15 percent and a solidarity surcharge of 5.5 percent. Trade tax on income is no longer deductible for the assessment concerning corporate income tax
6
Taxes on income
and trade tax. Trade tax is set at a uniform 3.5 percent.
The expense for taxes on income is composed of as follows:
in € K
2008
2007
Current tax expense
22,169
29,073
Deferred tax expense
- 4,593
- 4,931
Total
17,576
24,142
In the previous year, the tax rate for the parent company was
The tax losses that were not utilized and for which no deferred
based on a rate of 16.19 percent for trade tax on income (rate
tax entitlement was recognized in the balance sheet amount to
of assessment: 386.36 percent), the corporate income tax rate
EUR K 15,135 (previous year: EUR K 12,571).
amounted to 25 percent and the solidarity surcharge 5.5 percent. The tax rate was calculated by taking into account the
With respect to deferred tax assets, EUR K 311 (previous year:
deductibility of trade tax on income for the assessment con-
EUR K 241) are allocable to individual companies which in-
cerning corporate income tax.
curred losses in the current or prior reporting period. The reason for the capitalization lies in the improved earnings situation
Actual netted income tax receivables on the closing date
in the years following.
amounted to EUR K 9,936 (previous year: EUR K 2,126).
Deferred taxes from derivative financial instruments and
Deferred tax assets and liabilities are allocated to the following
marketable securities held for the purpose of trading (applies
balance sheet items:
to previous year) in the amount of EUR K 477 (previous year:
EUR K 240) were recognized directly in equity.
in € K
2008
2007
343
1,063
4,722
1,827
511
265
6,890
6,580
Other
480
809
Liabilities
297
359
Receivables
207
91
13,450
10,994
Deferred tax assets
Provisions for pensions
Loss carry-forwards
Inventories
Total
7
Earnings per share
2007
37,389
54,126
70,140
49,249
0.53
1.10
0.53
1.10
Earnings of the current period
attributable to shareholders
in € K
Weighted average number of
shares outstanding during
current period in thousand shares
Undiluted earnings per share
in €
Diluted earnings per share
Deferred tax liabilities
in €
Other intangible assets
2008
- 23,690
- 24,797
- 8,311
- 7,762
Inventories
- 1,315
- 2,446
According to IAS 33, the earnings per share are the result of
Provisions for pensions
920
1,144
the division of earnings for the current period attributable to
Other
407
137
Total
- 31,989
- 33,724
Deferred tax recognized in the consolidated balance sheet
arises from the deferred tax as booked by the individual companies. Deferred tax assets and liabilities were netted at the
level of the individual company as appropriate. This netting is
accounted for in the above table by the positive amounts under
the heading deferred tax liabilities.
the shareholders of the company by the weighted average
number of shares outstanding.
91
92
Explanatory comments on the balance sheet
8
Payments
Machinery
in € K
Office
on account/
Land and
and
and other
Assets under
buildings
equipment
equipment
construction
Total
152,209
155,734
54,954
31,289
394,186
Acquisition costs
Balance at January 1, 2008
Currency translation differences
- 1,132
2,531
- 797
435
1,037
Additions
16,276
42,600
10,044
21,720
90,640
Retirements
- 2,212
- 15,210
- 4,004
- 27
- 21,453
Transfers
31,022
2,680
811
- 39,604
- 5,091
196,163
188,335
61,008
13,813
459,319
48,712
84,995
38,610
0
172,317
Balance at December 31, 2008
Accumulated depreciation
- 421
1,626
- 649
0
556
Additions
6,380
22,406
5,720
0
34,506
Retirements
- 1,739
- 11,741
- 3,393
0
- 16,873
Transfers
- 3,902
- 158
- 61
0
- 4,121
49,030
97,128
40,227
0
186,385
103,497
70,739
16,344
31,289
221,869
147,133
91,207
20,781
13,813
272,934
Machinery
Office
on account/
Payments
in € K
Land and
and
and other
Assets under
buildings
equipment
equipment
construction
Total
Acquisition costs
116,380
147,476
52,844
9,453
326,153
- 2,474
- 3,770
- 1,128
- 84
- 7,456
Additions from change in consolidation structure
25,521
541
3,181
4,812
34,055
4,820
31,982
6,182
31,040
74,024
Retirements
- 116
- 25,314
- 7,011
- 140
- 32,581
Transfers
8,078
4,819
886
- 13,792
-9
152,209
155,734
54,954
31,289
394,186
Additions
46,506
90,520
41,601
0
178,627
- 861
- 2,802
- 889
0
- 4,552
Additions
3,167
18,865
4,498
0
26,530
Retirements
- 100
- 21,588
- 6,600
0
- 28,288
0
0
0
0
0
48,712
84,995
38,610
0
172,317
69,874
56,956
11,243
9,453
147,526
103,497
70,739
16,344
31,289
221,869
Transfers
Amounts recognized for land and buildings as well as office
The property in South Africa is currently valued at EUR K 273.
and other equipment include the book values of finance leas-
This amount was calculated based on official market prices.
ing contracts. Machinery and equipment includes rental
The fair value of the land in Gutmadingen was assessed by an
equipment.
independent surveyor on September 30, 2007 using the German income approach. The site is valued at EUR 2.1 million.
An affiliate received EUR K 539 in the form of an economic de-
The building has a useful life of 17 years and is amortized using
velopment grant in conjunction with the acquisition of a tract of
the straight-line method. The fair value of the land in Überlin-
land. On receipt of the payment, the grant was offset against
gen was assessed by an independent surveyor on September
the purchase price of the tangible asset.
30, 2007, using the German comparative approach (for the
value of the land) and the German income approach. The total
fair value amounts to EUR K 13,195. The building has a useful
9
life of 50 years and is amortized using the straight-line method.
The table below shows the development of the investment
The profit derived from investment property is shown in the
properties during the years 2007 and 2008:
table below:
in € K
2008
2007
2,147
38
-8
-3
consolidation structure
0
2,112
Additions
0
0
Retirements
0
0
4,902
0
7,041
2,147
Acquisition costs
Balance at January 1
Rental income
Currency translation
differences
in € K
Other expenses
Total
2008
2007
557
103
- 170
- 42
-3
- 134
384
- 73
Additions from change in
Transfers
10
Intangible assets
a) Goodwill
The goodwill results from the acquisition of Weidemann GmbH
in fiscal 2005 and Ground Heaters, Inc. in fiscal 2006 plus the
Additions
Retirements
Transfers
goodwill resulting from the merger with the Neuson Kramer
42
0
170
42
0
0
4,121
0
4,333
42
Group in fiscal 2007. Goodwill developed as follows:
Book value after
in € K
As at Jan. 1, 2008
acquisition
325,676
Net assets due to minority interests
Book value on January 1
2,105
38
Book value on December 31
2,708
2,105
7
Foreign currency fluctuations
Goodwill as at Dec. 31, 2008
376
326,059
In April 2006, Wacker Neuson (Pty) Ltd. rented an undeveloped
In accordance with the regulations as set forth in IFRS 3/
tract of its land in Florida, South Africa, to a third party. A five-
IAS 36, goodwill was not subject to scheduled amortization.
year contract with an option to extend was concluded. An
The goodwill recognized on the Weidemann GmbH balance
additional tract of developed land in Gutmadingen is now also
sheet, which was already fully amortized, was transferred. The
disclosed as investment property as a result of the 2007
goodwill originally recognized in the balance sheet of the sub-
merger with the Neuson Kramer Group. This land is rented to a
group of the Neuson Kramer Group was incorporated in the
third party. Kramer-Werke GmbH has pulled out of its previous
goodwill disclosed by the Neuson Kramer Group as part of the
location in Überlingen to move to its new plant in Pfullendorf.
initial consolidation process.
The old premises was put up for rent as of January 1, 2009.
93
94
b) Other intangible assets
in € K
Other
Internally
Licenses and
intangible
produced intan-
Payments on
similar rights
assets
gible assets
account
Total
16,568
101,293
3,883
196
121,940
221
239
2
9
471
Acquisition costs
Additions from acquisitions
0
0
0
0
0
Additions
2,620
0
1,075
2,602
6,297
Retirements
- 714
0
0
-2
- 716
240
0
136
- 187
189
18,935
101,532
5,096
2,618
128,181
10,487
10,894
339
0
21,720
208
70
0
0
278
Additions
1,639
5,351
1,288
0
8,278
Retirements
- 533
0
0
0
- 533
Transfers
Accumulated amortization
Transfers
0
0
0
0
0
11,801
16,315
1,627
0
29,743
Book value on December 31, 2007
6,081
90,399
3,544
196
100,220
7,134
85,217
3,469
2,618
98,438
Other
Internally
Licenses and
intangible
produced intan-
Payments on
similar rights
assets
gible assets
account
12,221
30,689
0
177
43,087
- 588
- 530
0
- 17
- 1,135
in € K
Total
Acquisition costs
Additions from acquisitions
786
71,134
3,458
0
75,378
Additions
4,233
0
425
160
4,818
Retirements
- 193
0
0
- 24
- 217
Transfers
109
0
0
- 100
9
16,568
101,293
3,883
196
121,940
Accumulated amortization
9,852
1,088
0
0
10,940
- 504
- 83
0
0
- 587
Additions
1,281
9,889
339
0
11,509
Retirements
- 142
0
0
0
- 142
Transfers
0
0
0
0
0
10,487
10,894
339
0
21,720
2,369
29,601
0
177
32,147
6,081
90,399
3,544
196
100,220
The down-payments effected relate primarily to development
Following the merger with the Neuson Kramer Group,
costs for projects not yet completed at the closing date.
EUR K 42,838 was recognized for the brand name. This is also
considered to have an indefinite useful life due to the company’s
Other intangible assets have useful lives ranging from three to
strong market position. Wacker Neuson SE (formerly: Wacker
twenty years. They are amortized on a scheduled straight-line
Construction Equipment AG) does not own the “Neuson” logo.
basis over the respective useful lives.
This is owned by the PIN Private Trust (PIN Privatstiftung),
which is part of the group founded by Chairman of the Super-
Furthermore, other intangible assets have a value of EUR K
visory Board Hans Neunteufel. Subject to certain assumptions,
22,000 for the brand name “Weidemann” resulting from the
however, the company has an exclusive, irrevocable and un-
acquisition of Weidemann GmbH in 2005. Due to the strong
limited license to use this brand in conjunction with the name
market position of Weidemann GmbH, the brand name and
“Wacker”. In addition to the brand, technology in the amount of
trademark are considered to have an indefinite useful life.
EUR K 16,995 is also disclosed as a significant intangible
asset.
The expected useful lives and residual book values of other
intangible assets are as follows:
Book value on
Book value on
Dec. 31, 2008 in € K
Dec. 31, 2007 in € K
Useful life
–
1,309
–
Brand
64,838
64,838
indefinite
Technology
16,995
20,648
≤ 5 years
3,384
3,604
9 years
85,217
90,399
in € K
Order volume
Customer base
Total
ment costs.
c) Impairment of goodwill and other intangible assets
with indefinite useful lives
The goodwill and indefinite-lived Weidemann and Neuson
Depreciation and amortization amounts are included in the
brands obtained through the acquisition of Weidemann and the
pertinent positions reported on the income statement: cost of
merger with Neuson were allocated for impairment testing to
sales, sales and service expenses, research & development
the following cash-generating units within the Americas or
expenses as well as general administrative expenses.
European segments, which are obliged to disclose reporting
Intangible assets created internally refer to capitalized develop-
information:
Wacker Neuson Corporation (subgroup/USA)
Weidemann GmbH (Germany)
Wacker Neuson Beteiligungs GmbH (formerly:
Neuson Kramer Baumaschinen AG) (subgroup/Austria)
95
96
Free cash flow – Free cash flow is determined using a detailed
The pro-rata book values break down as follows:
planning phase from 2009 to 2018. Growth rates are determined
for the first three budget years (up to 2011) based on market
in € K
2008
2007
24,592
24,592
Book value of goodwill
22,000
22,000
7,479
7,103
–
–
med in the perpetual annuity assessment by the year 2012.
Beteiligungs GmbH
293,988
293,981
42,838
42,838
326,059
325,676
64,838
64,838
Book value of the indefinite-lived
brand
Total
The detailed planning phase from 2012 to 2018 was therefore
derived from past company figures. This was based on assumed
sales growth of 3.75 percent per annum from 2012 to 2018.
Discount rates – Discount rates reflect management’s
Book value of the indefinitelived brand
with past values. In other words, management does not yet
expect the company to achieve the balanced position as assu-
Wacker Neuson
tion does not reduce the share capital. After 2011, management
anticipates results and growth rates that more strongly align
brand
payments, tax shields and increases and reductions in borrowing capital. Care is taken to ensure that the cash flow distribu-
Wacker Neuson Corporation
that the entire distributable cash flow is paid out each fiscal
year. Distributable cash flow refers to free cash flow after interest
brand
conditions. Adjustments were made based on distribution plans.
When performing the goodwill impairment test, it is assumed
Weidemann GmbH
assessment of the risks associated with cash-generating
units. It includes a risk-free and risk-weighted rate. The
weighted average cost of capital (WACC) after tax at a uniform
rate of 8.10 percent was applied. Last year, WACC before tax
was applied on the basis of the value in use. The tax rate in
The value of goodwill and indefinite-lived brands is verified
the previous year was 12.67 percent for Wacker Neuson
during the annual impairment test. For this purpose, the book
Beteiligungs GmbH, 12.8 percent for Weidemann GmbH and
value is compared with the fair value less cost to sell (value in
15.42 percent for Wacker Neuson Corporation.
use previous year). The fair value less cost to sell is determined
using the discounted cash flow method. Value is impaired if fair
Price increases of raw materials – Past price fluctuations are
value less cost to sell is lower than the book value. Impairment
used as indicators for estimating future price developments.
losses did not need to be written down in fiscal 2008.
Projecting growth rates – Management and affiliates estiThe calculation of fair value less cost to sell is based on
mate growth rates based on local market dynamics. No growth
assumptions, which in turn are dependent on the following
rate has been projected for perpetual annuity. However, infla-
uncertain estimates:
tion has been projected at 2 percent.
Free cash flow
Discount rates
Price increases for raw materials and supplies
Underlying growth rates for cash-flow predictions outside
of the budget period
11
Other investments and other non-current assets
Of the reported inventories, EUR K 35,265 (previous year:
EUR K 11,114) are recognized at net realizable value. Write-
In total, participating interests in the amount of EUR K 3,420
downs of inventories recognized as an expense amount to
(book value) are held. The companies in question are not con-
EUR K 6,336 in the reporting period (previous year:
solidated. For further details, please see the information on the
EUR K 1,863).
consolidation structure in the general information on accounting standards.
Write-ups of inventories recognized as an expense amount to
EUR K 0 in the reporting period (previous year: EUR K 0).
Other non-current assets are composed of the following
components:
Similar to 2007, no inventories were pledged as collateral for
liabilities during the period under review.
in € K
Dec. 31, 2008
Dec. 31, 2007
Loans
139
83
2,870
1,656
0
832
25,780
28,293
4,210
3,659
32,999
34,523
Investment securities
Interest rate swap
Long-term trade receivables
Other long-term assets
Total
13
Trade receivables
Trade receivables have the following components:
in € K
Dec. 31, 2007
125,820
166,201
Trade receivables at nominal
value
The long-term trade receivables mainly result from hire-
Less allowance for doubtful
purchase agreements and finance leases.
accounts
Total
12
Dec. 31, 2008
- 6,632
- 4,990
119,188
161,211
Inventories
As of December 31, 2008, trade receivables (at nominal value)
Inventories are composed of the following components:
in € K
Raw materials and supplies
Dec. 31, 2008
Dec. 31, 2007
49,525
49,937
8,430
11,212
Finished goods
159,075
113,981
Total
217,030
175,130
Work in progress
were broken down as follows:
in € K
Trade receivables
Dec. 31, 2008
Dec. 31, 2007
125,820
166,201
116,201
124,296
3,978
22,502
3,420
13,211
2,221
6,192
Nominal value of trade receivables written down or not due
Overdue at nominal value but not
written down < 30 days
An expense of EUR K 551,492 (previous year: EUR K 435,274)
written down 30 – 90 days
was recorded as acquisition and manufacturing costs for
inventories.
written down > 90 days
97
98
Allowance for doubtful accounts developed as follows:
The bearer shares in funds and promissory notes in the
amount of EUR K 77,272 that were attributable to the company
in fiscal 2007, jointly defined as an investment portfolio and
in € K
2008
recognized “at fair value through profit or loss” in accordance
4,990
with IAS 39, were sold in the period under review.
Exchange rate differences
- 140
Additions
3,189
Amortization/depreciation
- 847
Reversals
- 565
Discounts
5
In fiscal 2007, bonds in the amount of EUR K 54 were attributable to the Austrian affiliate Wacker Neuson GmbH, Vienna.
Classified as “available for sale” in accordance with IAS 39 and
valued at market price, these bonds were also sold in the period
under review.
6,632
Refer to section 26 outlining additional information on financial
instruments in these notes for information regarding net profits
Trade receivables are derived from trading with a large number
and losses from these financial instruments.
of companies from different industries and regions. Regular
credit checks verify the financial stability of receivables. Allowances for doubtful accounts are made where necessary.
15
The current value is a reasonable approximation of the book
value since all receivables are due within less than one year.
in € K
Dec. 31, 2008
Dec. 31, 2007
Value-added tax
2,919
4,092
In fiscal 2007, receivables from finance leases in the amount of
Advance payments
3,981
4,594
EUR K 1,734 were disclosed under other current assets. These
Travel advances
156
193
2,150
0
2,140
955
595
0
receivables stemmed directly from an affiliate’s original transaction and are disclosed under trade receivables for fiscal 2008.
The previous year’s value has been adjusted accordingly.
Derivatives
Receivables from associated
companies
Receivables from employees
14
Other
2,548
2,335
Total
14,489
12,169
Marketable securities comprise bearer shares in funds,
promissory notes and bonds. In fiscal 2008, the Group holds
marketable securities totaling EUR K 1,894 (previous year:
Receivables from associated companies include receivables
EUR K 88,656).
from non-consolidated interests (see general information on
accounting standards/consolidation structure) and receivables
In the period under review, all marketable securities are
from shareholders.
attributable to Wacker Neuson Linz GmbH in the form of a
security floater in the amount of EUR K 1,894 (previous year:
The asset values of the pension liability insurance were offset
EUR K 11,330). As these shares are acquired with the expec-
against provisions. The fair value is a reasonable approxima-
tation that they will be quickly resold, they are recognized at
tion of the book value since all items have a maturity of less
fair value in the category “held for trading” in accordance with
than one year.
IAS 39. The book value shown represents the Group’s maximum default risk.
Receivables from finance leases in the amount of EUR K 1,734
were disclosed in fiscal 2007. These receivables accrue to an
affiliate directly from an original transaction and were reclassified as trade receivables in the period under review (refer to the
section on trade receivables in these notes).
16
In addition to share capital, the components of equity are as
follows:
in € K
Dec. 31, 2008
Dec. 31, 2007
179
207
61,855
74,008
Petty cash
Bank balances
Cash deposits
Total
3,566
2,601
65,600
76,816
in € K
Dec. 31, 2008
Dec. 31, 2007
618,397
618,450
1,033
581
Exchange rate differences
- 36,914
- 32,845
Total
582,516
586,186
Capital reserves
Other neutral assets
Cash on hand and bank balances in foreign currencies are
converted at the spot rates. Differences in valuation between
The capital reserves primarily result from share premiums
acquisition cost and current value were posted under other in-
in connection with the IPO and the merger with Wacker
vestment income or under investment expense.
Neuson Beteiligungs GmbH (formerly Neuson Kramer Baumaschinen AG).
Interest accrued at variable rates on the daily cash bank balances. Depending on the company’s liquidity requirements,
At the AGM of April 13, 2007 the Executive Board was vested
short-term, term accounts running for periods ranging from
with the right – subject to the consent of the Supervisory
one day to three months were set up. The term money yielded
Board – to increase the share capital of the company on or be-
interest at the prevailing rates.
fore April 12, 2012 by a total of up to EUR 1,000,000 in whole or
in part, on one or more occasions, by issuing new registered
shares against contributions in cash (authorized capital I).
17
Equity
Shareholders’ statutory subscription rights are excluded:
Equity amounting to EUR K 70,140 is divided into 70,140,000
individual no-par-value nominal shares, each representing
If employees of the company and its affiliates and executive
EUR 1.00 of the share capital, and was fully paid-in at the
bodies of affiliates (to the extent that these are not simulta-
closing date of the Consolidated Financial Statements.
neously members of the company’s Executive Board) are
offered shares at an issue price that is 15 percent lower than
The company did not hold any treasury shares on the closing
the issue price;
date.
with respect to fractional amounts;
if the issue price of the new shares is not significantly below
The following shareholders held a direct interest exceeding
the company’s market price and the new shares issued to
5 percent of the company stock in 2008 or 2007:
the exclusion of subscription rights do not exceed a total of
10 percent of the share capital.
2008
2007
A further resolution was also passed at the AGM on April 13,
2007, vesting the Executive Board with the right – subject to
in %
in € K
in %
in € K
GmbH & Co. KG
29.1
20,391
29.1
20,391
capital of the company on or before April 12, 2012 by a total
Neuson Ecotec GmbH
29.0
20,349
29.0
20,349
of up to EUR 24,500,000 in whole or in part, on one or more
schaft mbH & Co. KG
5.3
3,710
5.3
3,710
tions in kind (authorized capital II). The authorized capital II
VGC Invest GmbH
5.1
3,546
–
–
option was partially utilized to conclude the merger Wacker
68.5
47,996
63.4
44,450
Neuson Beteiligungs GmbH (formerly Neuson Kramer Bau-
the consent of the Supervisory Board – to increase the share
Wacker-Werke
occasions, by issuing new registered shares against contribu-
Wacker Familiengesell-
Total
maschinen AG). As a result, the Supervisory Board amended
the corresponding entry under Article 3, Paragraph 4 of the
Articles of Incorporation, following resolutions passed on
99
September 23, 2007 and October 18, 2007 to the effect that
held by third parties who do not satisfy the criteria defining
authorized capital II now amounts to EUR 5,360,000. The
those individuals to whom transfers can be freely made, the
authorized capital in the wording valid until April 13, 2007
remaining pool members have the right to also sell their
was annulled.
shares. If a pool member is excluded from the pool for good
reason, the other pool members have a right to acquire the
The statutory subscription rights of shareholders are excluded
shares or a preferential purchase right. This also applies if
if companies, interests or company divisions are to be contri-
a pool member ceases to qualify as a pool member.
buted in exchange for shares in the company.
Restrictions regarding voting rights or the transfer of shares:
Information on the partnership agreement of
Wacker Familiengesellschaft mbH & Co. KG
Part of the Wacker family shareholders hold part of their shares
Information on the pool agreement
via Wacker Familiengesellschaft mbH & Co. KG, which in turn
There is a pool agreement between some shareholders and
also holds shares via Wacker-Werke GmbH & Co. KG. Eco-
companies of the Wacker family on the one hand and compa-
nomic ownership of the shares is attributed to the Wacker
nies shareholders of Neuson on the other. Prior to each AGM
family shareholders.
of the company, the pool members decide how to exercise
voting and petition rights in the meeting. Each pool member
The pool agreement has precedence over the regulations of
undertakes to exercise their voting and petition rights in the
the partnership agreement as long as Wacker Familiengesell-
AGM in line with the pool’s decisions, or to have these rights
schaft mbH & Co. KG is party to the above pool agreement.
exercised in this manner. If the pool does not reach a deci-
A partners’ meeting is held prior to every company AGM. In
sion with regard to a resolution on the allocation of annual
this meeting, the Wacker family shareholders define how they
profits, adoption of the annual financial statements by the
will vote and exercise their petitioning rights. However, votes
AGM, approval of Executive and Supervisory Board mem-
in the AGM are to be cast in line with the pool’s decisions. Two
bers’ actions, appointment of the auditor, upholding minority
of the Wacker family shareholders have the right to propose
interests and compulsory changes to the Articles of Incorpo-
one member of the Supervisory Board each to the sharehold-
ration as a result of changes to legislation or jurisdiction, the
ers, this member is then to be elected by the remainder.
pool members have the right to freely exercise their voting
rights. In all other cases, the pool members must vote to
Only the acquisition and preferential purchase rights in the
reject the proposal. The Neuson shareholders appoint two
pool agreement apply to family members who are party to the
members to the Supervisory Board, and the Wacker share-
pool agreement. In the case of a sale by a family member who
holders appoint two further members to the Supervisory
is not a pool member, acquisition and preferential purchase
Board.
rights apply if shares are sold to third parties who do not fulfill
the criteria defining those individuals to whom shares can be
Shares can be transferred without restriction to spouses,
freely transferred set forth in the abovementioned pool agree-
registered partners, pool members’ children, children adopted
ment. If a family shareholder exits the company as a result of
when they were minors by pool members, siblings, foun-
a termination, the remaining pool members have a preferential
dations set up by pool members that are either charitable
purchase right to buy the shares for a period of two years from
foundations or in which the beneficiaries and the controlling
the date this shareholder exits the company. In addition, the
members of the management board satisfy the aforemen-
partners’ meeting can resolve that the exiting family sharehol-
tioned criteria, and companies where the direct or indirect
der does not receive compensation in cash but in the form of
shareholders also satisfy the aforementioned criteria. If
the shares to which they are financially entitled. After May 14,
shares are transferred to any such persons, they must join
2012, each exiting family member can demand to receive their
the pool agreement. If shares are transferred to third parties,
compensation in the form of the shares to which they are finan-
either for a fee or free of charge, the other pool members
cially entitled.
have the right to acquire these shares. If the shares are to be
sold to third parties off the stock exchange, all of the other
pool members have a preferential purchase right. If a pool
member intends to transfer shares in such a way that more
than 50 percent of voting rights in the company would be
Pool agreement between Lehner and
Neuson shareholders
18
The Lehner shareholders have issued a Neuson shareholder
Provisions for pensions and similar obligations
Composition:
with power of attorney with regard to the shares they acquired
prior to the merger and during the merger between the company and Wacker Neuson Beteiligungs GmbH (formerly
in € K
Neuson Kramer Baumaschinen AG). The Neuson shareholder
Provisions for pension
is independently responsible for exercising these voting rights,
obligations
is not bound by any instructions, and will always exercise them
Provisions for other
in the same way as for the shares that he himself holds. These
obligations to employees
shares are thus subject to the restrictions of the aforemen-
Total
Dec. 31, 2008
Dec. 31, 2007
22,138
21,888
2,048
1,774
24,186
23,662
tioned pool agreement.
The Neuson shareholder has a preferential purchase right to
Within the company there are different types of retirement ben-
buy these shares in the event of a transfer to entities other than
efit schemes worldwide for old age and surviving dependants’
the Neuson shareholder or to Lehner shareholders.
pensions. Most of the schemes provide for the payment of fixed
lump-sum amounts. The others are defined retirement plans
Shares that part of the Executive Board members
receive as part of their remuneration
with a pension paid from retirement until death. The amounts to
be paid are based on the respective employee’s level (both with
Three of the members of the Executive Board have received
respect to salary as well as hierarchy) as well as her/his years of
shares in the company as part of their remuneration. The com-
service to the company.
pany has an unrestricted, preferential purchase or acquisition
right over some of these shares in the event that they are
The parent company has entered into a legally binding obliga-
transferred.
tion to provide post-employment benefits to those employees
who entered company service before 1985 according to the
Development of treasury shares:
benefits scheme last amended on January 15, 1985. In accordance with the benefits scheme, the companies provide a lumpsum
payment to eligible employees after completing employment
in € K
Dec. 31, 2008
Dec. 31, 2007
0
- 36,691
Purchase of treasury shares
0
0
Sale of treasury shares
0
36,691
0
0
with the company:
Treasury shares
upon reaching the age of 65
upon the receipt of early retirement benefits from the
national pension scheme
upon the occurrence of a permanent occupational disability
after having attained the age of 60 and
after the death of the employee to the surviving spouse.
Furthermore, pension commitments due to enter into effect as
Retained earnings developed as follows:
of retirement age also exist vis-à-vis Executive Board members
as well as former executive and shareholders.
in € K
Dec. 31, 2008
Dec. 31, 2007
254,113
224,260
- 35,070
- 24,273
fiscal year
37,389
54,126
based on years of service with the company and partly for
Balance at at December 31
256,432
254,113
pension payments from retirement until death based on the
For the remaining domestic and foreign companies, the
schemes partly provide for a lump-sum payment which is
Dividend for the respective
based on the salary at retirement age multiplied by a factor
employee’s earnings to those who fulfill the time-of-service
requirements, which differ from country to country.
Dividends paid in 2008 amounted to EUR K 35,070 (EUR 0.50
per share) (previous year: EUR K 24,273, EUR 0.62 per share).
101
Foreign affiliates also have defined contribution plans. In such
Pension obligations are distributed across schemes that are
cases, the respective company makes contributions to an
not financed through funds as well as schemes that are entirely
insurance scheme either because of legal requirements or
or partially financed through funds as follows:
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
in € K
tax (EBIT) in the respective year.
Provisions for pension plans,
not funded
Provisions for the defined benefit plans are calculated using
Provisions for pension plans,
the Projected Unit Credit Method. Valuation is based on the
fully or partly funded
legal, economic and tax factors in the respective countries.
Total
2008
2007
17,554
19,061
8,397
8,545
25,951
27,606
The expected service cost and accrued interest as well as
anticipated returns from the pension assets are taken into
account when calculating the costs of pensions for perfor-
The changes in the present value of pension obligations and of
mance-oriented pension schemes. Actuarial gains and losses
plan assets are as follows:
are recognized according to the 10 percent corridor method.
The actuarial valuation of the present values of pension obli-
in € K
gations as of the balance sheet date is based on the following
parameters and assumptions. These parameters are also
Changes in consolidation
applied in calculating the pension expenditures for the following
structure
year. Consequently the expense calculations are based on the
Current service costs
following premises:
Interest expense
Actuarial gains/losses
in
2008
2007
%
6.50
5.50
expected
%
2.00
1.75
%
4.00
4.00
years
60
60
14,137
0
16,489
1,193
852
1,457
716
- 2,915
- 1,784
- 189
- 709
-9
- 1,906
25,951
27,606
2008
2007
3,496
2,698
Expected return on plan assets
148
119
- 81
122
Changes in exchange rate
-9
- 26
Employer’s contributions
608
601
Curtailments and settlements
- 24
- 18
4,138
3,496
Present value of obligations
at December 31
Future pension increases
27,606
211
Curtailments and settlements
company
2007
- 1,592
Paid benefits
Benefit plans for parent
Discount rate
Changes in exchange rates
2008
Expected return on plan
assets
Retirement age
in € K
Changes in fair value of plan
assets
Other benefit plans1
Discount rate
%
6.43
5.47
Future pension increases
expected
%
3.08
2.30
Expected return on plan
assets
Retirement age
1
%
3.01
3.01
years
61
64
Weighted average of the individual benefi t schemes
Plan assets at December 31
in € K
Obligation net of plan assets
2008
2007
The valuation date for the current value of fund assets and the
21,813
24,110
present value of obligations is December 31 for each year. The
2,244
- 585
pension obligations is the present value of obligations as of
129
137
January 1. The base value for the anticipated return on fund
base value for the calculation of unaccrued interest concerning
Actuarial gains/losses not yet
recognized
Plan surplus
assets is the current value as of January 1; transfers during the
Accruals for pensions at
December 31
24,186
23,662
year are accounted for on a pro rata basis.
The contributions expected to be made to German fund assets
The losses above and beyond the 10 percent corridor are
in 2009 amount to EUR 0.6 million.
amortized over the average remaining years until retirement –
some 17 years in Germany’s case. Amortization in 2007 and
The following overview shows the projected pension pay-outs
2008 is part of total pension expense.
for the coming five years:
Plan assets primarily comprise pension liability insurance
in € K
where future payments are pledged in favor of the entitled
Due in 2009
1,532
Due in 2010
1,582
Due in 2011
1,645
Due in 2012
1,789
Due in 2013
1,852
recipient.
Pension expenses are as follows:
in € K
2008
2007
Current service costs
1,193
852
Interest expense
1,457
716
Expected return on plan assets
- 147
- 119
12
96
- 28
118
Result of curtailments and
settlements
2,487
1,663
570
789
3,057
2,452
Pension expense from defined
contribution plans
Total pension expense
Interest expense ensuing from pension obligations is recognized in the financial result. The remaining pension expense is
part of personnel costs shown in the appropriate functional line
of the income statement.
the 2007 and 2008 fiscal years:
in € K
Actual return on plan assets
Pension expense from defined
benefit plans
The following actual return on plan assets was recognized for
2008
2007
61
224
103
Only the Wacker Neuson Corporation (USA) plan requires the
payment of healthcare contributions. The following table shows
the effects of a one percentage point increase or reduction in
healthcare costs:
2008
in € K
2007
Additions
Reversals
Additions
Reversals
16
- 13
23
- 19
39
- 33
30
- 25
Effect on service cost and interest
expense
Effect on the present value
of pension obligations
The following information applies to the period 2004 through
2008:
in € K
2008
2007
2006
2005
2004
25,951
27,606
14,137
15,333
12,909
4,138
3,496
2,698
3,307
2,614
21,813
24,110
11,439
12,026
10,295
129
80
24
13
-7
83
110
- 184
0
0
Present value of performance-oriented
obligations
Fair value of the plan assets
Plan surplus/deficit
Experience adjustments
Of which: plan liabilities
Of which: plan assets
19
Other provisions
The provisions are as follows:
Balance
Balance
Jan. 1, 2008
Currency
Utilization
Additions
Reversals
Dec. 31, 2008
Warranties
5,274
- 143
1,327
3,482
372
6,914
Obligations towards employees
5,524
- 57
2,389
3,056
185
5,949
668
-6
682
420
39
361
in € K
Provisions
Professional fees
Litigation costs
Other provisions
Total
508
7
12
101
215
389
2,888
- 19
1,659
1,752
361
2,601
14,862
- 218
6,069
8,811
1,172
16,214
Changes in
consolidation
Balance
structure/
Jan. 1, 2007
Currency
Utilization
Additions
Reversals
Dec. 31, 2007
Warranties
3,524
1,604
2,452
2,620
22
5,274
in € K
Balance
Provisions
5,871
444
2,553
1,842
80
5,524
Professional fees
486
-1
441
668
44
668
Litigation costs
288
87
25
161
3
508
Other provisions
Total
1,888
246
742
1,562
66
2,888
12,057
2,380
6,213
6,853
215
14,862
The due dates of the above provisions are distributed as
follows.
in € K
Short-term (< 1 year)
Long-term (> 1 year)
Balance Dec. 31, 2008
Warranties
5,538
1,376
6,914
2,621
3,328
5,949
Provisions
Professional fees
361
0
361
Litigation costs
166
223
389
Other provisions
Total
2,426
175
2,601
11,112
5,102
16,214
105
in € K
Short-term (< 1 year)
Long-term (> 1 year)
Balance Dec. 31, 2007
Warranties
3,896
1,378
5,274
2,928
2,596
5,524
668
0
668
Provisions
Professional fees
Litigation costs
212
296
508
Other provisions
1,620
1,268
2,888
Total
9,324
5,538
14,862
The increase in discount amounts for long-term provisions from
Obligations towards employees includes provisions for em-
December 31, 2007 through December 31, 2008 amounts to
ployees nearing pension age who are working part-time and
EUR K 10 (2007: EUR K 34) for obligations towards employees
for whom claims for reimbursement against the German tax
based on the respectively valid assessment basis.
office amount to EUR K 186 in 2008 and EUR K 230 in 2007.
20
Financial liabilities
Financial liabilities comprise the amounts recognized under the
balance sheet items non-current liabilities (EUR K 38,845);
short-term borrowings from banks (EUR K 81,742); and current
portion of long-term borrowings (EUR K 5,876):
in € K
Dec. 31, 2008
Up to 1 year
1 to 5 years
Over 5 years
Loans
105,967
87,385
14,698
3,884
Bonds
19,138
0
19,138
0
Liabilities from finance leases
717
142
375
200
Other long-term liabilities
641
91
550
0
Total
126,463
87,618
34,761
4,084
in € K
Dec. 31, 2007
Up to 1 year
1 to 5 years
Over 5 years
Loans
101,824
77,731
24,093
0
Bonds
18,826
0
18,826
0
Liabilities from finance leases
821
163
338
320
Other long-term liabilities
924
282
642
0
122,395
78,176
43,899
320
Total
Borrowings from banks
Borrowings from banks mainly comprise the following items:
Current account lines in USD: EUR K 17,306 (previous year:
EUR K 0), interest rate 1-month US Libor plus 1.5 percent,
Group cash pool: EUR K 28,261 (previous year: EUR K 38,024)
due in less than 1 year, credit line USD K 80,000.
with variable interest rates that are continuously adjusted to
Loans in Brazilian reals: EUR K 3,128 (previous year:
reflect market interest rates.
EUR K 3,649), interest rate 20.5 – 21.8 percent, due in less
GBP loan: EUR K 10,000 (previous year: EUR K 0), interest
than 1 year.
rate 4.15 percent, due in less than 1 year, credit line
EUR K 15,000.
Export incentive credit line (KRR credit line): EUR K 10,000
Bonds
(previous year: EUR K 10,000), interest rate 5.2 percent,
Wacker Neuson Linz GmbH (legal successor to Neuson
extended automatically every year unless terminated on
Finance GmbH) has issued two bonds amounting to a total
March 31. This credit is used exclusively to finance receiv-
nominal value of EUR 20 million (book value: EUR K 19,138).
ables from export trade. Amounts accruing to the bank under
These are listed on the multilateral trading platform Third
this loan agreement are secured by a global debt assign-
Market of the Vienna Stock Exchange (Multilateral Trading
ment provision and a bill of surety.
System, MTF).
A loan contract to finance the purchase of Weidemann GmbH:
EUR K 18,600 (previous year: EUR K 24,000), principal repay-
Bond
ments twice yearly at EUR K 2,700, interest rate optional 1-,
One bond has been arranged by an Austrian bank. It has a
3-, 6- or 12-month Euribor plus 0.65 percent, expiring June
total nominal value of EUR 10 million and an original term of
30, 2012. The loan contract contains a clause under which
five years. The maturity date of this bond is September 8,
the company is bound to pledge their shares held in Weide-
2010. The effective annual gross interest rate amounts to
mann GmbH to the bank as security should circumstances
3.41 percent.
arise or become public that would justify the issuing of a
higher risk assessment by the bank.
Bundled bond
Long-term loan: EUR K 5,257, fixed interest rate 6 percent,
The bundled bond issued by Wacker Neuson Linz GmbH to-
due in less than 1 year.
gether with other issuers has a total nominal value of EUR 30
million, of which EUR 10 million is allocable to Wacker Neuson
The company also has the following credit lines at two German
Linz GmbH. The maturity date of this bond is September 30,
banks that have not been drawn: EUR 10 million, on which sum
2012. The effective annual gross interest rate amounts to
interest payments are due with Euribor plus 0.5 percent (opened
3.76 percent.
in 2008), as well as EUR 20 million, on which sum interest payments are due with 3-month Euribor plus 0.5 percent. During the
first half of every year, another bank extends an additional credit
21
Trade payables
line of EUR 50 million.
As of December 31, 2008, trade payables (at book value) were
The book values of borrowings from banks with variable and
broken down as follows:
fixed interest rates were reported in the following currencies
(equivalent in euros):
in € K
in € K
2008
2007
Trade payables
32,290
63,084
Book value due < 30 days
2008
2007
24,254
42,689
Euro
67,681
76,301
Book value due 30–90 days
6,970
16,160
US-$
19,303
12,215
Book value due > 90 days
1,066
4,235
CHF
0
3,967
PLN
4,327
0
JPY
82
2,152
GBP
10,000
0
AUD
0
532
HKD
0
1,431
BRL
3,128
3,649
Diverse
1,446
1,577
105,967
101,824
Total
The fair values of financial liabilities are reasonable approximations of the book values.
Interest does not accrue on trade payables.
22
Other current liabilities
in € K
Advance payments received
2008
2007
761
887
Other accruals
8,216
9,285
Deferred taxes
4,450
10,823
Value added tax
2,949
4,278
Personnel
(wages/salaries, vacation, etc.)
11,459
13,653
Other
7,349
3,772
Total
35,184
42,698
107
The other accruals/deferrals in 2008 consist mainly of costs for
23
Derivative financial instruments
preparing the annual financial statements, outstanding invoices,
deposits and interest liabilities. Customers’ credit balances are
Derivative financial instruments treated according to
the hedge accounting criteria
also included under this item.
The nominal amounts and market values of derivative financial
rebates and sales commissions, return obligations, warranty
instruments that satisfy hedge accounting criteria are recogThe fair values of the short-term borrowings are reasonable
nized as follows as per December 31, 2008 and 2007:
approximations of the book values.
2008
in € K
2007
Nominal Value
Market Value
Nominal Value
Market Value
10,023
1,573
0
0
0
0
24,000
832
Assets
Currency hedges
Interest hedges
Commodity hedges
Total
0
0
0
0
10,023
1,573
24,000
832
Liabilities
Currency hedges
Interest hedges
0
0
0
0
18,600
62
0
0
0
0
24
8
18,600
62
24
8
Commodity hedges
Total
The market values recognized in equity without effects on
The maturities of derivative financial instruments are as
profits and associated deferred tax developed as follows
follows:
during the fiscal year:
in € K
in € K
Market
Deferred
Carried
values
taxes
under equity
832
- 245
587
Assets
Balance at Jan. 1, 2008
1 to 5 years
Over 5 years
Nominal Value
Assets
Currency hedges
+/- not reflected in
Up to 1 year
Interest hedges
10,023
0
0
0
0
0
0
0
0
10,023
0
0
0
0
0
5,400
13,200
0
0
0
0
5,400
13,200
0
Commodity
income
1,165
- 384
781
+/- reflected in income
- 424
134
- 290
1,573
- 495
1,078
hedges
Total
Balance at Dec. 31,
2008
Liabilities
Currency hedges
Balance at Jan. 1, 2007
Interest hedges
8
-3
5
income
62
- 18
44
+/- reflected in income
-8
3
-5
62
- 18
44
+/- not reflected in
hedges
Balance at Dec. 31,
2008
Commodity
Total
Derivative financial instruments not treated according to the hedge accounting criteria
Other information
The derivatives concluded to hedge future foreign-exchange
transactions (underlying transaction) as outlined in the follow-
24
Contingent liabilities
ing do not satisfy formal hedge accounting criteria and are
therefore classified as “held for trading” and recognized at fair
Contingent liabilities, on the one hand, represent possible ob-
value through profit or loss. They developed as follows during
ligations that may be incurred depending on the outcome of a
the fiscal year:
future event or events which are of an uncertain nature and not
wholly within the control of the company. On the other hand,
contingent liabilities represent present obligations for which
2008
Nominal
in € K
Market
Value
2007
Nominal
Value
Value
Market
payment is not probable or the amount of the obligation cannot
be determined with sufficient reliability.
Value
The Group has undersigned the following guarantees:
Assets
Currency hedges
8,752
577
0
0
Total
8,752
577
0
0
in € K
Guarantees
Liabilities
Currency hedges
11,729
121
0
0
Total
11,729
121
0
0
Dec. 31, 2008
Dec. 31, 2007
910
337
Furthermore, the company is liable to the amount of
EUR K 4,091 (previous year: EUR K 4,091) in connection with
a contract with the city of Munich to develop a property.
The maturities of derivative financial instruments without hedge
In addition to the above-mentioned contingent liabilities, the
accounting are as follows:
Group undersigns various financial guarantees (sureties). It is
highly unlikely, however, that these will be exercised. Therefore
no value was booked.
in € K
Up to 1 year
1 to 5 years
Over 5 years
The Group is liable for the following financial guarantees:
Nominal Value
Assets
Currency hedges
8,752
0
0
Total
8,752
0
0
in € K
Dec. 31, 2008
Dec. 31, 2007
Financial guarantees
Book value
Liabilities
Currency hedges
11,729
Total
11,729
Nominal value
0
0
0
3,030
3,952
0
The financial guarantees include an agreement between the
The offsetting values from the underlying transactions are not
affiliate Wacker Neuson Maquinas Ltda. (Brazil) and a bank. The
included in determining the market value of the derivative finan-
agreement was concluded to enable the Wacker Corporation
cial instruments. Thus, they do not represent the value that the
to provide customers with financing options. The bank charges
companies would achieve from both the underlying transaction
the affiliate for these transactions. The charges are calculated
and hedging contract. The book values of derivatives corres-
based on the purchase agreement (0.5 percent to 1.0 percent).
pond to the market values and there is no (material) exposure to
In the event of default, the affiliate is obliged to settle the out-
credit risks, since all derivative contracts were entered into with
standing receivables plus interest. Interest rates range between
banks that have a top credit rating.
11 percent and 14 percent. At the balance sheet date, the value
of receivables financed by the bank amounted to EUR K 2,760
Refer to the section on additional information on financial instruments in these notes for information regarding net profits
and losses from these financial instruments.
(previous year: EUR K 3,649).
109
25
Other financial liabilities
b) Lease obligations
a) Obligations for equipment rental and service
Finance lease obligations
The terms of the obligations for rental equipment and service
Finance leasing contracts mainly concern the purchase of
contracts are as follows:
office and other equipment and real estate.
The following table lists the net book values of the relevant
in € K
Dec. 31, 2008
Obligations due within 1 year
10,834
Obligations due in 1 to 5 years
18,800
Obligations due in more than 5 years
Total
7,557
37,191
assets at the closing date.
in € K
Dec. 31, 2008
Dec. 31, 2007
Office and other equipment
112
109
Buildings
828
887
Total
940
996
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 finance lease contract concerns the purchase of a self-occupied administration
building by the Hungarian affiliate which will terminate in 2015.
Future minimum lease payments discounted to present value
are presented in the following table:
in € K 2008
Up to 1 year
Future minimum lease payments (nominal)
1 to 5 years
Over 5 years
Total
148
398
213
759
Less Discount
-6
- 23
- 13
- 42
Present value
142
375
200
717
Up to 1 year
1 to 5 years
Over 5 years
Total
171
360
339
870
Less Discount
-8
- 22
- 19
- 49
Present value
163
338
320
821
Discount rate
3.23 – 5.95%
in € K 2007
Discount rate
5.00 – 10.32%
To the extent that the company is the lessor and has sold
machines by way of finance lease, the receivable is capitalized
to the amount of the net investment value ensuing from the
leasing contract. The sales proceeds are recognized in
accordance with IAS 17.
The present values at closing date are as follows:
in € K 2008
Up to 1 year
1 to 5 years
Over 5 years
Total
Outstanding min. lease-payments
413
12,579
0
12,992
+ non-guaranteed residual value (nominal)
668
2,644
0
3,312
1,081
15,223
0
16,304
- 14
- 1,631
0
- 1,645
= Gross investment
- Unrealized investment income
= Net investment (present value)
1,067
13,592
0
14,659
- Present value of non-guaranteed residual values
- 668
- 2,644
0
- 3,312
399
10,948
0
11,347
Up to 1 year
1 to 5 years
Over 5 years
Total
1,115
16,896
0
18,011
= Present value of minimum lease payments
in € K 2007
Outstanding min. lease-payments
+ non-guaranteed residual value (nominal)
726
3,460
0
4,186
1,841
20,356
0
22,197
- Unrealized investment income
- 107
- 4,728
0
- 4,835
= Net investment (present value)
1,734
15,628
0
17,362
- Present value of non-guaranteed residual values
- 726
- 3,460
0
- 4,186
= Present value of minimum lease payments
1,008
12,168
0
13,176
Up to 1 year
1 to 5 years
Over 5 years
Total
5,149
8,750
6,660
20,559
= Gross investment
Operating leases
Insofar as a Wacker 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
In 2008, a total of EUR K 7,535 (previous year: EUR K 5,423) for
operating lease agreements was expensed.
c) Obligations resulting from investment decisions/
takeback obligations
In addition, it should be noted that financial obligations ensuing
from construction and investment projects amounting to
EUR K 17,072 (previous year: 4,244) and from takeback obligations amounting to EUR K 1,670 also exist.
111
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.
in € K
Loans
2008
2008
Fair
Book
Initial dis-
Held for
Held for
value
value
closure
trading
sale
Hedges
Leases
Non-
and
financial
others
assets
and re-
Held to
(book
(book
ceivables
maturity
value)
value)
IAS 39 classification (book value)
Measured at fair
Measured at fair
value through profit
value with changes
At residual
or loss
recognized in equity
book value
Assets
Other investments
3,420
3,420
0
0
3,420
0
0
0
0
0
assets
32,999
32,999
0
0
0
0
16,919
0
13,592
2,488
Trade receivables
119,188
Other non-current
119,188
0
0
0
0
118,121
0
1,067
0
1,894
1,894
0
1,894
0
0
0
0
0
0
14,489
14,489
0
577
0
1,573
4,688
0
0
7,651
65,600
65,600
0
0
0
0
65,421
0
179
0
Cash and cash
equivalents
in € K
Leases
Non-
and
financial
assets
2008
2008
At resid-
others
Fair
Book
Initial dis-
Held for
ual book
(book
(book
value
value
closure
trading
value
value)
value)
Hedges
Measured
at fair
value with
changes
Measured at fair
recog-
nized in
or loss
equity
Liabilities
38,845
38,845
0
0
38,270
0
575
0
Trade payables
32,290
32,290
0
0
32,290
0
0
0
81,742
81,742
0
0
81,742
0
0
0
Current portion of long-tem borrowings
Other short-term liabilities
5,876
5,876
0
0
5,734
0
142
0
35,184
35,184
0
121
4,761
62
0
30,240
in € K
Loans
2007
2007
Fair
Book
Initial dis-
Held for
Held for
value
value
closure
trading
sale
Hedges
Leases
Non-
and
financial
others
assets
and re-
Held to
(book
(book
ceivables
maturity
value)
value)
Measured at fair
Measured at fair
value with changes
At residual
or loss
recognized in equity
book value
Assets
Other investments
1,649
1,649
0
0
1,649
0
0
0
0
0
assets
34,523
34,523
0
0
0
832
17,219
0
15,628
844
Trade receivables
161,211
161,211
0
0
0
0
159,477
0
1,734
0
88,656
88,656
77,272
11,330
54
0
0
0
0
0
12,169
12,169
0
0
0
0
3,310
0
0
8,859
76,816
76,816
0
0
0
0
76,609
0
207
0
Other non-current
Cash and cash
equivalents
in € K
Leases
Non-
and
financial
assets
2007
2007
Initial
At resid-
others
Fair
Book
disclo-
Held for
ual book
(book
(book
value
value
sure
trading
value
value)
value)
Hedges
Measured
at fair
value with
changes
Measured at fair
recog-
nized in
or loss
equity
Liabilities
44,219
44,219
0
0
43,561
0
658
0
Trade payables
63,084
63,084
0
0
63,084
0
0
0
72,103
72,103
0
0
72,103
0
0
0
Current portion of long-tem borrowings
Other short-term liabilities
6,073
6,073
0
0
5,910
0
163
0
42,698
42,698
0
0
1,758
8
0
40,932
113
Investments in equity instruments amounting to EUR K 3,420
the value of EUR K 1,179 (previous year: EUR K 160), which is
(previous year: EUR K 1,649) that do not have a quoted mar-
disclosed under cost of sales. Refer to the sections on other
ket price in an active market are included in other investments.
income and other expenses for information on exchange rate
These equity instruments were valued at acquisition cost as
fluctuations and adjustments to monetary holdings.
the current value cannot be reliably determined.
The following table shows the net profits and losses from
27
Events since reporting date
financial instruments based on valuation categories. It does
not include the effects on income of finance leases or of deri-
On February 11, 2009, the Supervisory Board of Wacker
vatives that qualify for hedge accounting as these are not
Neuson SE appointed the former members of the Executive
allocated to any valuation categories set down in IAS 39.
Board to the Executive Board of Wacker Neuson SE as part
Similarly, interest and dividends have not been recognized
of the move to change Wacker Construction Equipment AG
on the net profits and losses from financial instruments.
to an SE (Societas Europaea). Wacker Neuson SE was entered
in the German Register of Companies under Section B of the
Munich Magistrates Court (HRB 177839) on February 18,
in € K
Loans and receivables
2008
2007
- 2,956
- 286
The affiliate Wacker Neuson Rhymney Ltd. in the UK is due to
Financial instruments measured
at fair value through profit or loss
– first-time approach
close during the course of 2009. As a result, production of
868
2,406
- 1,938
- 543
0
1,935
Financial instruments
held for trading
four-wheel dumpers will be transferred from the Tredegar
plant to Wacker Neuson Linz GmbH, based at Leonding in
Financial liabilities measured at
amortized cost
2009.
Austria. The two factory premises of Wacker Neuson Rhymney
Ltd. are located in Rhymney and Tredegar and are to be sold
or rented over the coming months.
The Austrian affiliate Wacker Neuson Linz GmbH has con-
Net gain/loss from the category “loans and receivables” results
cluded an option agreement for the purchase of a site. The
from allowances for doubtful accounts on trade receivables.
agreed purchase price is EUR K 9,166. Purchase of the site
was closed on March 12, 2009.
The gains and losses from adjustments to the fair value of derivatives that do not meet hedge accounting requirements are
The Japanese affiliate Nippon Wacker Co. is to be sold or
included in the category of assets held for trading. Gains and
closed in fiscal 2009.
losses from marketable securities categorized as assets held
for trading are also disclosed here.
No other noteworthy events occurred after the balance
sheet date.
In fiscal 2007, the category “financial liabilities measured at
amortized cost” primarily concerned an amount from an agreement reached with a former shareholder of the affiliate Weidemann GmbH in order to settle a legal dispute over the
remaining purchase price.
Financial instruments in the form of foreign currency receivables
and payables are valued at the relevant spot rates applicable on
the balance sheet dates. For 2008, this resulted in proceeds to
28
Segmentation
29
Cash flow statement
Primary segmentation
(geographical segments)
The cash flow statement was prepared in accordance with
For information regarding geographical segmentation please
from operating activities, from investing activities as well as
refer to the section on consolidation structure (see the general
from financing activities. Insofar as changes in liquid funds are
information on accounting standards).
due to foreign exchange rate fluctuations, these are reported
IAS 7. The cash flow statement reports cash flows resulting
separately. The determination of cash flow from operating
The internal organization structure and management structure
activities was derived using the indirect method.
as well as the internal reports to the Executive Board and the
Supervisory Board form the basis for determining the primary
Current liquid funds comprise cash and cash equivalents that
segment format of the company. In this respect the companies
are as reported on the balance sheet. Current borrowings from
are divided geographically into regional markets (Europe,
banks in the Group cash pool were offset against cash and
Americas and Asia).
cash equivalents.
The transactions between the individual segments are valuated
according to the transfer prices used within the Group which
in € K
are derived from market prices.
Cash on hand
2008
2007
179
207
Bank balances
61,855
74,008
Secondary segmentation
(business segments)
Cash deposits
3,566
2,601
The secondary segment is separated into the business seg-
cash pool
- 28,261
- 38,024
37,339
38,792
ments light equipment, compact equipment and services.
Liabilities from group
Total
The light equipment business segment covers the manufacture
and sale of light equipment weighing up to approximately three
Non-cash operating expenses and income as well as the gain
metric tons in the following four business fields: concrete tech-
or loss on the sale of property, plant and equipment have been
nology, soil and asphalt compaction, demolition and utility.
eliminated in the cash flow from operating activities.
The compact equipment business segment covers the manu-
Cash flow from investing activities comprises the cash outlay
facture and sale of compact equipment weighing up to approx-
for intangible assets and property, plant and equipment as well
imately fourteen metric tons.
as interest received.
The business segment services houses the company’s activi-
The item outlining changes to the consolidation structure refers
ties in the business fields after-market (repair and mainte-
exclusively in fiscal 2008 to capital contributions to an affiliate
nance) and rental.
not consolidated for reasons of substantiality (see section 32
with overview of equity investments in non-consolidated
Intercompany transactions between the individual Group
companies).
companies are based on prices that also apply to third-party
transactions.
Cash flow from financing activities is made up of payments
received from and paid to shareholders as well as borrowing
Assets cannot be meaningfully allocated to individual business
segments, thus segment assets and capital expenditures are
not reported.
and the repayment of debt.
115
Dec. 31, 2008
Dec. 31, 2007
Short-term net financial liabilities
20,124
- 87,296
Capital management
Short-term liabilities
87,618
78,176
The main aim of the Group’s capital management policy is to
less liquid assets
- 65,600
- 76,816
receivables
- 1,894
- 88,656
Net financial debt
58,969
- 43,077
Short-term net financial liabilities
20,124
- 87,296
plus long-term financial liabilities
38,845
44,219
30
in € K
Risk management
maintain a high equity ratio to support business activities.
The Group controls and modifies its capital structure in line
less short-term financial
with changing economic dynamics. The goal of the capital
management policy is to secure the company’s business and
investment activities in the long term. To maintain or adapt
capital structure, the Group can change dividend payments to
shareholders or issue new shares. As of December 31, 2008
and December 31, 2007, no changes were made to objectives,
guidelines or procedures. The Group monitors its capital using
Liquid assets cover cash and cash equivalents. Current
the net financial debt resulting from current net financial liabili-
marketable securities are disclosed under current financial
ties and non-current financial liabilities.
receivables. Financial liabilities includes not only borrowings
from banks and bonds but also liabilities from finance leases
and other non-current liabilities. Equity refers to the entire
in € K
Liquid assets
Short-term financial receivables
Dec. 31, 2008
Dec. 31, 2007
65,600
76,816
company. With the exception of minimum capital requirements
1,894
88,656
stipulated under German stock legislation, equity is not subject
to any external minimum capital requirements. The company
Short-term liabilities (without
provisions)
155,558
185,324
liabilities
87,618
78,176
Short-term financial liabilities
81,742
72,103
5,876
6,073
posed to various risks, i.e. foreign currency risks, credit risks,
liquidity risks and interest rate risks. The comprehensive risk
Long-term financial liabilities
38,845
44,219
management policy of the Group is focused on the unpredictability of developments in financial markets and aims at mini-
Equity
Share capital
Financial risk factors
Due to the global scope of its operations, the Group is ex-
Current portion of long-term
(without provisions)
complies with the minimum capital requirements stipulated
under German stock legislation.
thereof short-tem financial
financial liabilities
equity amount attributable to shareholders in the parent
mizing any potential negative impact on the Group’s financial
70,140
70,140
Share premium
618,397
618,450
Other reserves
- 35,881
- 32,264
derivative financial instruments in a targeted way to hedge
Retained earnings
219,043
199,987
against certain risks.
Earnings
37,389
54,126
Total equity
909,088
910,439
1,035,551
1,032,834
Total capitalization
position. It is a general policy of the company to reduce these
risks by systematic financial management. The Group employs
Risk management is carried out by the Group finance department in accordance with the rules and guidelines approved by
the Executive Board. The Group finance department identifies,
evaluates and hedges against financial risks in close co-operation with the operating units of the Group. The Executive Board
sets guidelines for risk management as well as policies outlining
for example how to deal with foreign currency risks, interest rate
risks and credit risks, how to use derivative and other financial
instruments and how to use liquidity surpluses.
Currency risks
Credit risks
Currency risks arise from expected future transactions, assets
The Group is not exposed to any material credit risks (address
and liabilities reported in the balance sheet, as well as net in-
default risks). Contracts for derivative financial instruments
vestments in a currency that diverges from the functional cur-
and financial transactions are concluded only with financial in-
rency (euro). Exchange risks are naturally hedged by offsetting
stitutions with a high quality credit rating in order to keep the
receivables against payables in a given currency.
risk of default by the contracting party as low as possible. The
book value of financial assets recognized in the Consolidated
Two of the Group’s major manufacturing affiliates prepare their
Financial Statements less impairment represents the maxi-
balance sheets in US dollar. From the Group’s perspective, the
mum default risk. For further information on the book value
US dollar is therefore a foreign currency that represents a sig-
of the financial assets, please refer to the section “additional
nificant potential currency risk for financial instruments. If the
information on financial instruments” in these notes.
USD/EUR exchange rate increased or decreased by 5 percent,
changes in the financial assets and liabilities reported in the
Interest rate risks
balance sheet in US dollars would have the following impact on
Interest rate risks are caused by market fluctuations in interest
profit before tax and equity:
rates. On the one hand, they impact the amount of interest
payments for which the company is liable. On the other hand,
they influence the market value of financial instruments.
USD currency trends in %
2008
2007
+ 5.00/- 5.00
+ 5.00/- 5.00
The Group hedges its cash flow against interest rate risks
arising from borrowing with variable interest rates primarily by
Impact on profit before tax
(EBIT) in € K
195/- 215
- 428/473
means of interest rate swaps (payer swaps), which, taking the
Impact on equity in € K
195/- 215
- 428/473
prevailing economic climate into consideration, convert the
variable interest rate positions into positions with fixed interest
rates.
The parent company undersigned a foreign-current loan to the
value of EUR K 10,000 (corresponding to GBP K 9,600). If the
The following tables show how sensitive the Group’s profit be-
GBP/EUR exchange rate increased or decreased by 5 percent,
fore tax is to even conservative changes in interest rates based
this would have the following impact on profit before tax and
on the impact this would have on variable interest rate loans
equity:
and bank balances as well as marketable securities. The effects
on Group profit before tax also reflect the impact on equity.
GBP currency trends in %
2008
2007
+ 5.00/- 5.00
+ 5.00/- 5.00
Impact on profit before tax
(EBIT) in € K
476/- 526
0/0
Impact on equity in € K
476/- 526
0/0
The Group is also subject to currency risks from individual
transactions resulting from purchases and sales executed by
a member company in a currency other than the functional
currency.
117
Impact on profit
Balance at
Impact on profit
before tax
before tax
Dec. 31, 2008
Interest 2008
(increase of 20%)
(decrease of 20%)
29,221
1.50%
58
- 58
1,894
5.39%
4
-4
28,261
1.50%
- 57
57
Other variable borrowings from banks
53,481
5.22%
- 107
107
- 102
102
Impact on profit
Impact on profit
in € K
Financial assets with variable interest rates
Bank balances cash pool
Financial liabilities with variable interest rates
Total
Balance at
before tax
before tax
(increase of 20%)
(decrease of 20%)
Dec. 31, 2007
Interest 2007
Bank balances cash pool
55,063
3.50%
110
- 110
88,656
4.47%
177
- 177
38,024
3.50%
- 76
76
Other variable borrowings from banks
30,326
4.40%
- 61
61
150
- 150
in € K
Financial assets with variable interest rates
Financial liabilities with variable interest rates
Total
Two bonds to the value of EUR K 19,138 (previous year:
Liquidity risk
EUR K 18,826) with fixed interest rates also exist in addition to
Liquidity risks involve the availability of funds needed to meet
the variable financial assets and liabilities listed above. These
payment obligations on time. The company is assured a supply
bonds are disclosed in detail under the financial liabilities sec-
of liquid funds at all times by the lines of credit not currently
tion (20) in these notes. As the interest rates for these bonds
used by the company. Liquidity is managed by the Group’s
are fixed, there is no risk from interest rate fluctuations.
treasury department via a Group-wide cash pool system. Refer
to the financial liabilities section (20) in these notes for further
A loan was also taken out to finance the acquisition of Weide-
information on existing credit lines.
mann GmbH to the value of EUR K 18,600 (previous year:
EUR K 24,000). This is disclosed in detail under the financial
liabilities section in these notes. The interest payments from
31
Acquisitions and disposals
the loan are hedged with an interest rate swap at an interest
rate of 2.98 percent. Refer to the derivative financial instruments section (23) in these notes for further information.
No acquisitions or disposals were made in fiscal 2008.
32
Overview of equity investments in
non-consolidated companies
Wacker Neuson Beteiligungs GmbH directly or indirectly
has shareholdings in the following companies that were not
included in the consolidation structure:
Company Name
Country
Wacker Neuson Kragujevac d.o.o.
Serbia
Particpating
Particpating
Equity
interest direct
interest indirect
in € K
in € K
- 1,156
- 1,309
100%
Profit for period
Wacker Neuson Lapovo d.o.o.
Serbia
100%
1,317
4
NK Administration Ltd.
UK
100%
under closure
under closure
Kramer-Allrad of North America Inc.
USA
100%
95%
under closure
under closure
Kramer-Allrad France S.A.R.L
France
100%
95%
under closure
under closure
Wacker Neuson Immobilien GmbH
Germany
100%
95%
1,558
0
Germany
100%
95%
45
0
Wacker Neuson Wohnungsbau
GmbH
The negative equity of Wacker Neuson Kragujevac d.o.o. was
Total remuneration for the Executive Board in the period under
recognized through an appropriate reduction in receivables
review amounted to EUR K 3,619 (previous year: EUR K 3,505).
vis-à-vis the company in the consolidated earnings.
At the AGM on May 15, 2006, a resolution was passed to refrain from itemizing this information in accordance with Section
285 (1), no. 9a clauses 5 to 9 in conjunction with Section 314 (2),
33
Executive bodies
clause 2 HGB, in conjunction with Section 315a, (1) HGB.
Executive Board
The following members of the company’s Executive Board
The company’s Executive Board comprises the following five
have additional supervisory board positions or seats for com-
members
parable supervisory committees in Germany and abroad:
Dr.-Ing. Georg Sick, CEO, responsible for corporate commu-
Richard Mayer
nication, Group auditing, quality management, legal matters
Member of the Advisory Board of the EQUA association
and human resources
in Herrsching, Germany
Martin Lehner, Deputy CEO, responsible for the compact
Günther Binder
equipment business segment
Member of the Supervisory Board of Volksbank
Günther Binder, responsible for finance, controlling and IT
Linz-Mühlviertel, Austria
Richard Mayer, responsible for the light equipment business
segment
With the exception of the members stated above, no other
Werner Schwind, responsible for sales, marketing, service
members of the Executive Board have administrative, execu-
and rental
tive or supervisory functions or mandates for comparable
supervisory committees in Germany or abroad outside of the
Wacker Neuson Group.
119
Supervisory Board
The total remuneration for the Supervisory Board for fiscal year
The following members are appointed to the Supervisory
2008 amounted to EUR K 307 (previous year: EUR K 409).
Board of Wacker Construction Equipment AG as on the closing
date:
The following members of the company’s Supervisory Board
have additional supervisory board positions or seats for com-
Hans Neunteufel, Chairman of the PIN Private Trust (PIN
parable supervisory committees in Germany and abroad:
Privatstiftung), in Linz, Austria, Chairman of the Supervisory
Board
Hans Neunteufel
Dr. Ulrich Wacker, Chairman of the EQUA Association
Member of the Supervisory Board of Allgemeine Sparkasse
(EQUA-Stiftung), Herrsching, Germany, Deputy Chairman
Oberösterreich Bankaktiengesellschaft, Austria, (as of
of the Supervisory Board
April 22, 2008: Chairman of the Supervisory Board)
Kurt Helletzgruber, Chairman of the ASTOR Private Founda-
Member of the Supervisory Board of the Oberösterrei-
tion (ASTOR Privatstiftung), in Linz, Austria
chische Technologie- und Marketinggesellschaft m.b.H.
Dr. Eberhard Kollmar, attorney-at-law, Rothe, Senninger &
(technological organization in the state of Upper Austria),
Kollmar, Munich, Germany
Dr. Ulrich Wacker
Elvis Schwarzmair, Chairman of the Reichertshofen Works
Member of the Advisory Board of Wacker Beteiligungs
Council and Chairman of the Central Works Council, Chair-
GmbH & Co. KG i. L., Germany
man of the Group Works Council
Dr. Eberhard Kollmar
Herbert Santl, Chairman of the Munich Works Council
Member of the Advisory Board of Wacker Beteiligungs
GmbH & Co. KG i. L., Germany
In accordance with the resolutions regarding the company’s
Kurt Helletzgruber
transition to a European company (SE) that were approved at
Deputy Chairman of the Supervisory Board of HTI AG
the AGM on June 3, 2008, all Supervisory Board members’
(formerly ProRegio Mittelstandsfinanzierungs AG), Austria
positions shall be terminated when the transition to Wacker
Neuson SE becomes effective. The transition became effective
Remuneration for former board members
on February 18, 2009.
Total remuneration for former members of the Executive Board
in the period under review amounted to EUR K 231 (previous
The members of the first Wacker Neuson SE Supervisory
year: EUR K 280).
Board are appointed by the AGM. On June 3, 2008, the AGM
already appointed the company’s former shareholder representatives as shareholder representatives in the first Super-
34
Related party disclosures
visory Board of the SE, in other words, Mr. Hans Neunteufel,
Dr. Ulrich Wacker, Dr. Eberhard Kollmar and Mr. Kurt Helletz-
In the case of the Group, IAS 24 defines a related party neces-
gruber. The employee representatives for the Wacker Neuson
sitating disclosures as shareholders, entities over which share-
SE Supervisory Board shall be appointed in due consideration
holders have control or significant influence (sister companies),
of the employee participation guidelines. Based on the agree-
non-consolidated companies, members of the Executive
ment outlining employee participation, which has been entered
Board, members of the Supervisory Board and the pension
into in accordance with the law on the involvement of employ-
fund.
ees (SE-Beteiligungsgesetz), Mr. Herbert Santl and Mr. Elvis
Schwarzmair were already appointed to the Supervisory Board
The controlling interest is held by Wacker Familiengesellschaft
as employee representatives on January 14, 2009. The Super-
mbH & Co. KG, Munich.
visory Board of Wacker Neuson SE is thus the same as that of
Wacker Construction Equipment AG.
Key trade relations with related parties were as follows during
the period under review:
in € K
Short-term
Short-term
Expenses for busi-
Income for busi-
receivables
payables
ness transactions
ness transactions
Dec. 31, 2008
Dec. 31, 2008
2008
2008
135
0
687
915
Relations with shareholders
Relations with sister companies
Relations with non-consolidated companies
Pension fund
Total
in € K
92
447
8,034
452
2,005
193
1,174
1,051
0
213
0
0
2,232
853
9,895
2,418
Short-term
Short-term
Expenses for busi-
Income for busi-
receivables
payables
ness transactions
ness transactions
Dec. 31, 2007
Dec. 31, 2007
2007
2007
124
0
886
974
1,448
137
905
76
824
31
326
118
60
219
0
0
2,456
387
2,117
1,168
Relations with shareholders
Relations with sister companies
Relations with non-consolidated companies
Pension fund
Total
Relations with shareholders resulted mainly from goods and
Relations with non-consolidated companies resulted from goods
services traded with a shareholder. The goods and services
and services traded between affiliates and Neuson Kramer
delivered to the shareholder were valued at EUR K 907 (previous
subgroup companies that were not consolidated but where a
year: EUR K 973). These were counterbalanced with goods
shareholding exists (see general information on accounting
and services received by the shareholder to the value of
standards /consolidation structure). Receivables in fiscal 2008
EUR K 687 (previous year: EUR K 886). The goods and ser-
were adjusted by EUR K 1,174.
vices were traded under the terms customary in the market,
as agreed with third parties.
Relations with the pension fund during the period under review
refers exclusively to a provision for voluntary support and pen-
Relations with sister companies and entities over which share-
sion benefits for employees of the parent company.
holders have control or significant influence resulted from deliveries, IT service deliveries, and rental arrangements between
Total remuneration for the Executive Board in the period under
affiliates and entities over which shareholders have control or
review amounted to EUR K 3,619 (previous year: EUR K 3,505).
significant influence.
Total remuneration for the Supervisory Board for the same
period amounted to EUR K 307 (previous year: EUR K 409).
At the closing date, short-term payables to the Executive Board
in the amount of EUR K 624 were outstanding (previous year:
EUR K 1,224).
121
Retirement commitments were agreed upon for members of
the Executive Board. The value of pension obligations at the
end of the accounting period totaled EUR K 8,837 (previous
year: EUR K 8,311). The allocation amounted to EUR K 702
(previous year: 1,644).
Pension agreements were also concluded for two former
Responsibility Statement (“Bilanzeid”)
(Statement in accordance with section 37y no. 1
of the Wertpapierhandelsgesetz (WpHG –
German Securities Trading Act) in conjunction
with sections 297(2) sentence 4 and 315(1)
sentence 6 of the Handelsgesetzbuch (HGB –
German Commercial Code))
Executive Board members as a result of agreements to that
effect. The value of these pension obligations at the end of
“To the best of our knowledge, and in accordance with the
the accounting period totaled EUR K 5,527 (previous year:
applicable reporting principles, the consolidated financial state-
EUR K 5,712). In fiscal 2008, EUR K 469 (previous year:
ments give a true and fair view of the assets, liabilities, financial
EUR K 345) was paid to former Executive Board members.
position and profit or loss of the group, and the group management report includes a fair review of the development and performance of the business and the position of the group, together
35
Auditor’s fee
with a description of the principal opportunities and risks associated with the expected development of the group.”
The auditor’s fee is disclosed as an expense in fiscal 2008 and
is broken down as follows:
in € K
2008
2007
363
286
services
361
600
Tax consultation services
205
55
70
55
Auditing services
Wacker Neuson SE, Munich, Germany
(Wacker Construction Equipment AG until February 18, 2009)
Other approval and assessment
Other services
The Executive Board
Dr.-Ing. Georg Sick
(CEO and President)
36
Declaration regarding the German Corporate
Governance Codex
Martin Lehner
Richard Mayer
(Deputy CEO)
The Executive and Supervisory Boards have issued a declaration stating which recommendations of the “Commission of
the German Corporate Governance Code” have been and will
be adopted. The declaration is permanently available to
shareholders.
37
Release for publication
The Consolidated Financial Statements for Wacker Neuson SE
(formerly: Wacker Construction Equipment AG) for the year
ending December 31, 2008 have been released for publication
on March 23, 2009 by resolution of the Executive Board.
Günther C. Binder
Werner Schwind
Unqualified Auditors’ Opinion
Unqualified Auditors’ Opinion
We have audited the consolidated financial statements prepared
primarily on a test basis within the framework of the audit.
by Wacker Construction Equipment AG, comprising the balance
The audit includes assessing the annual financial statements of
sheet, the income statement, the statement of changes in equity,
those entities included in consolidation, the determination of
the cash flow statement and the notes to the consolidated
the entities to be included in consolidation, the accounting and
financial statements, together with the group management
consolidation principles used and significant estimates made
report for the reporting period from January 1 through Decem-
by management, as well as the evaluation of the overall pre-
ber 31, 2008.
sentation of the consolidated financial statements and the group
management report. We believe that our audit provides a rea-
The preparation of the consolidated interim financial statements
sonable basis for our opinion.
and the group management report in accordance with those
IFRS as adopted by the EU, and the additional requirements of
Our audit has not led to any reservations.
German commercial law pursuant to § 315a paragraph 1 HGB
are the responsibility of the parent company´s management.
In our opinion and based on the findings of our audit, the conso-
Our responsibility is to express an opinion on the consolidated
lidated financial statements comply with those IFRS as adopted
financial statements and on the group management report
by the EU and the additional requirements of German commer-
based on our audit.
cial law pursuant to § 315a paragraph 1 HGB and give a true
and fair view of the net assets, financial position and results of
We have conducted our audit of the condensed consolidated
operations of the Group in accordance with these requirements.
financial statements in accordance with § 317 HGB and German
The group management report is consistent with the consoli-
generally accepted standards for the audit of financial state-
dated financial statements and as a whole provides a suitable
ments promulgated by the “Institut der Wirtschaftsprüfer” (Insti-
view of the Group´s position and suitably presents the opportu-
tute of Public Auditors in Germany). Those standards require
nities and risks of future development.
that we plan and perform the audit so that misstatements materially affecting the presentation of the net assets, financial
position an results of operations in the consolidated financial
statements in accordance with the applicable financial reporting
framework and in the group management report are detected
with reasonable assurance. Knowledge of the business activi-
Rölfs WP Partner AG
ties and the economic and legal environment of the Group and
Wirtschaftsprüfungsgesellschaft
expectations as to possible misstatements are taken into
account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the
Reinke
Jagosch
evidence supporting the disclosures in the consolidated finan-
Wirtschaftsprüfer
Wirtschaftsprüfer
cial statements and the group management report are examined
(Public Auditor)
(Public Auditor)
123
Technical Glossary
Compact Equipment
Group’s strategic business segment covering equipment of up to fourteen tons, particularly wheel
loaders, compact loaders, telescopic loaders, mini-excavators and dumpers.
Compact wheel loader
Small wheel loader either with four-wheel drive steering or rubber tracks which offers excellent
maneuverability in small areas and easy handling even across the roughest terrain. Multi-purpose
attachments are available.
Concrete technology
Business field in the light equipment segment. The equipment is mainly used for compacting
concrete walls, ceilings and floors.
Demolition
Business field in the light equipment segment. The equipment is used to break or cut asphalt and
concrete.
Dumpers
Compact construction vehicle primarily used for transporting bulk solids such as gravel and sand.
Floor saws
Hand-guided saws equipped with a diamond blade like the cut-off saw mainly used for cutting
concrete and asphalt floors.
Focus factory
Element of manufacturing concept, where production is organized by business field. Each factory,
staffed by a specialized team, is responsible for producing a single product group.
Heavy equipment
Large construction machinery defined by the company as having a total weight of over fifteen
tons, typically transported to construction sites for specific projects and operated by specially
trained employees.
Hydronic heating
Mobile heating equipment to thaw frozen ground or heat buildings, making construction work less
equipment
dependent on weather conditions.
Internal vibrator
Used for concrete compaction, mainly on construction sites. The device consists of eccentric weights
driven by an electrical motor, arranged in a waterproof steel tube for submersion in fresh concrete.
Technical Glossary
Light Equipment
Group’s strategic business segment. Covers predominantly handheld and handguided devices as
well as remote-controlled or ride-on equipment of up to around three tons.
Rebar cutter
Metal rods for reinforced concrete can be cut to measure with rebar cutters.
Soil and asphalt
Business field in the light equipment segment. The equipment is mainly used for compacting soil and
compaction
asphalt in the construction process of trenches, roads, paths, foundations and industrial buildings.
Telescopic loaders
Telescopic loaders like wheel loaders may be used in construction as well as in agriculture.
Even though our loaders have a compact and low level design they can reach enormous lifting
heights. Telescopic loaders provide the necessary flexibilty to complete a wide range of tasks.
Trowel
Used in concrete technology for surface smoothing, especially of freshly laid concrete flooring,
e.g. in industrial buildings.
Utility
Group’s business field in the light equipment segment. The equipment such as generators,
light towers, submersible pumps and mobile hydronic heating systems is used to support
construction site activities.
Vibratory plate
Soil and asphalt compaction device, mainly used to compact pipeline trenches and paving stones. The
machines are also used to support rollers in the compaction process of area and asphalt compaction.
Vibratory rammer
First developed in the 1930s by the company, this pioneering product is used in soil and asphalt
(also rammer)
compaction, particularly in small spaces and narrow trenches.
Wheel loader
Several types of wheel loaders are available featuring different technology and attachments.
The variety of applications include landscape, utility, pallet fork operation and lifting.
125
Financial Glossary
Cash flow
As part of the impairment test according to IAS (see below), a cash-generating unit is the smallest
identifiable group of assets that generates cash inflows for the Group.
Cash flow from
Cash balance resulting from changes to financial liabilities, cash inflow from disposals/cash outflow
financing activities
from the acquisition of treasury shares and dividend payments.
Cash flow from
Cash balance resulting from the acquisition or disposal of financial and tangible assets.
investment activities
Cash flow from
Cash flow generated from operating activities.
operating activities
Corporate governance
Sound and responsible management and control of a company with the aim of creating long-term value.
Deferred taxes
Refer to future tax liabilities or assets, resulting from temporary differences between book
(accounting) value of assets and liabilities and their tax value.
Derivatives
Derivatives are financial instruments, such as futures and options, that derive their value from the
value of other financial instruments or an underlying asset.
Discounted cash flow
Valuation method used to estimate the market value by discounting a company’s future cash flows
(DCF) method
to their present value.
Earnings per share
EPS is defined as net profit for the year divided by the number of shares.
EBIT (margin)
Earnings Before Interest and Taxes. Margin: ratio of EBIT to sales.
EBITDA (margin)
Earnings Before Interest, Taxes, Depreciation and Amortization. Margin: ratio of EBITDA to sales.
EBT
Earnings Before Taxes.
Equity capital quota
Ratio of equity capital to total capital; indicates the financial stability of a company.
Financial Glossary
Fair value
Value of assets and liabilities at standard market value.
Free cash flow
Free cash flow refers to the amount of cash readily available to a company.
Goodwill
The difference between the purchase price of an acquired company and the value of the individual
assets acquired less liabilities at the time of acquisition.
Gross profit
Gross profit expressed as a percentage of total revenue, remaining after deducting manufacturing
costs. It gives an indication of a company’s cost-efficiency.
Hedge
Provides protection against risk arising from unfavorable exchange rate and price changes.
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.
IPO
Initial Public Offering.
Interest rate swap
An interest rate swap is an agreement between two parties to exchange interest rate cash flows at
a future point in time. The agreement also defines how the payments are calculated and when they
are made.
PPA
(Purchase Price Allocation). This refers to the process whereby the price paid for a company is
allocated at fair value to the assets, liabilities and contingent liabilities acquired.
Project Unit Credit Method
The objective of this IAS 19 standard is to prescribe the accounting and disclosure of employee
benefits. Obligations from defined benefit plans are disclosed according to this method, taking
expected future benefit and pension adjustments into consideration.
Working capital
The difference between short-term assets and short-term liabilities; the working capital ratio is
a key indicator of the liquidity of a company.
127
Income Statements
Overview of Wacker and Neuson Kramer subgroups (before consolidation)
Wacker subgroup
in € K
Revenue
Cost of sales
Gross profit
Jan.1– Dec. 31, 2008
Jan.1– Dec. 31, 2007
609,009
658,195
- 373,652
- 386,341
235,357
271,854
- 140,247
- 135,427
- 15,511
- 18,395
- 40,606
- 44,860
6,144
7,627
Other expenses
- 7,236
- 2,581
37,902
78,218
Other income
Financial result
1,277
146
39,179
78,364
- 12,801
- 24,026
26,378
54,338
0
0
Minority interests
0
0
26,378
54,338
32,386
27,861
EBITDA
70,288
106,079
Jan.1– Dec. 31, 2008
Feb.1– Dec. 31, 20071
338,199
329,924
Cost of sales
- 263,395
- 238,723
Gross profit
74,804
91,201
- 16,239
- 18,115
- 6,385
- 5,163
- 12,570
- 15,887
4,879
3,992
Other expenses
- 4,215
- 1,517
40,274
54,511
Financial result
- 3,273
- 2,012
Taxes on income
Profit before disc. operations, minority interests
Neuson Kramer subgroup1
in € K
Revenue
Other income
Taxes on income
Profit before disc. operations, minority interests
Minority interests
EBITDA
1
11 months only for Neuson Baumaschinen GmbH
37,001
52,499
- 10,531
- 16,882
26,470
35,617
0
-3
- 834
- 787
25,636
34,827
6,766
4,080
47,040
58,591
2
Additional tables
Figures at a glance 2008
Wacker Neuson Group
Wacker Neuson Group at December 31
Overview of PPA1
in € million
2008
2007
2006
in € K
Jan. 1–
Purchase price
Jan. 1–
Jan. 1–
Jan. 1–
Dec. 31, 2008
allocation
Dec. 31, 2008
Dec. 31, 20072
Dec. 31, 2007
with PPA
with PPA
with PPA1
including Q4
(without PPA)
Neuson Kramer
870.3
742.1
619.3
Europe
676.2
520.7
391.1
Americas
166.9
196.1
205
27.2
25.3
23.2
Light Equipment
329.3
405.3
388.3
Compact Equipment
353.7
178.2
87.5
64,102
Services
187.3
158.6
143.5
Financial result
100.9 (102.2)
117.0 (119.6)
100.2
Depreciation and amortization (without PPA)
43.0 (38.1)
38.1
23.6
Taxes on income
EBIT (without PPA)
58.0 (64.1)
78.9 (90.4)
76.7
Profit before disc. operations,
55.7
78.2
76.2
37.4 (41.9)
54.1 (62.0)
48.5
3,665
3,659
2,837
pro-forma
without PPA
Key figures
Sales
Cost of sales
by region
Asia
Gross profit
EBT
Profit for the period (without PPA)
Number of employees
Earnings per share in €
0.53
1.10
1.19
Dividends per share in €
0.193
0.50
0.62
Key profit figures
Gross profit in %
EBITDA margin as a % (without PPA)
296,063
- 2,617
870,331
742,062
979,534
- 576,885
- 459,530
- 633,080
293,446
282,532
346,454
- 156,486
- 140,090
- 153,542
- 21,896
- 3,161
- 25,056
- 20,810
- 26,719
- 53,152
- 335
- 53,487
- 48,289
- 60,505
Other expenses
minority interests
11,023
11,023
8,421
11,042
- 11,451
- 11,451
- 2,859
- 4,098
- 6,113
57,989
78,905
112,632
- 1,996
- 312
- 2,308
- 660
- 2,178
62,106
- 6,425
55,681
78,245
110,454
- 19,401
1,825
- 17,576
- 24,142
- 34,928
42,705
- 4,600
38,105
54,103
75,526
0
0
-3
0
- 833
117
- 716
23
- 484
41,872
- 4,483
37,389
54,126
75,039
38,136
4,818
42,954
38,081
44,783
102,238
- 1,295
100,943
116,986
157,415
Minority interests
EBITDA
1
33.7
38.1
41.3
11.6 (11.7)
15.8 (16.1)
16.2
6.7 (7.4)
10.6 (12.2)
12.4
Long-term assets
750.0
697.0
229.2
Current assets
428.6
517.5
245.8
Equity
911.8
912.7
282.4
59.0
- 43.1
45.1
266.8
301.8
192.6
77.4
75.2
59.5
303.9
273.2
158.6
EBIT margin as a % (without PPA)
- 2,617
Other income
Share
- 574,268
- 156,486
by business segment2
EBITDA (without PPA)
870,331
Revenue
with PPA
2
Key figures from the balance sheet
Net financial debt
Liabilities
Equity ratio as a %
Working capital
6-Year-Comparison1
in ¤ million
Sales
EBITDA (margin as a %)
EBIT (margin as a %)
Cash flow
31.1
55.0
- 9.5
- 141.8
- 41.6
- 21.9
96.4
- 23.0
Free cash flow
23.4
62.1
49.1
Equity
Balance sheet total
22.6
1
PPA = Purchase price allocation. Purchase price allocation describes the process where purchase costs resulting from acquisitions
are allocated to individually acquired assets, liabilities and contingent liabilities, which are measured at fair value.
2
Consolidated sales after discounts.
3
Dividend payment proposed at the AGM on May 28, 2009.
1
2008
2007
2006
2005
2004
2003
870.3
742.1
619.3
503.2
411.2
361.9
100.9 (11.6)
117.0 (15.8)
100.2 (16.2)
70.3 (14.0)
60.5 (14.7)
48.2 (13.3)
58.0 (6.7)
78.9 (10.6)
76.7 (12.4)
50.7 (10.1)
41.9 (10.2)
29.0 (8.0)
37.4
54.1
48.5
31.3
25.7
21.4
911.8
912.7
282.4
289.9
246.3
284.6
1,178.6
1,214.5
475.0
443.1
315.1
345.0
Equity ration as a %
77.4
75.2
59.5
65.4
78.2
82.5
Capital expenditure
101.8
84.0
31.9
37.6
20.6
17.3
Number of employees
3,665
3,659
2,837
2,630
2,224
2,168
All figures prepared according to IFRS
129
Contact
Publishing Details
Wacker Neuson SE
Issued by:
To our Shareholders
Figures at a glance
|2
Management
|4
|5
|8
| 10
| 16
Investor Relations
| 23
Group Structure
| 28
| 29
Consolidated Financial Statements
| 70
Further Information
Wacker Neuson SE,
Imre Szerdahelyi
Corporate Communication department
Glossaries
| 124
Additional tables
| 128
| 130
Head of Corporate Communication
Preussenstrasse 41
Concept & design:
80809 Munich
Kirchhoff Consult AG, Munich, Germany
Germany
Content:
Phone +49 - (0)89 - 354 02 - 251
Fax
+49 - (0)89 - 354 02 - 203
Wacker Neuson SE
Joachim Weber, Frankfurt, Germany
ir@wackerneuson.com
Print:
p d peschke druck, Munich, Germany
Financial Calendar 2009
March 30, 2009
Publication of financial results 2008, press conference
May 14, 2009
Publication of first-quarter report 2009, analyst conference
May 28, 2009
AGM, Munich, Germany
August 13, 2009
Publication of half-year report 2009
November 11, 2009
Publication of nine-month 2009
All rights reserved. Valid March 2009. 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.
Our business segments
Light Equipment
Compact Equipment
Services
With the product groups:
Concrete technology
Track and mobile excavators
Service
Wheel loaders
Rental
Demolition
Telehandlers
(Central and Eastern Europe)1
Utility
Skid-steer loaders
Dumpers
1
In countries where we are not in direct
competition with our key accounts.
Disclaimer
This Annual Report contains forward-looking statements which are based on the current estimates and
assumptions by the corporate management of Wacker Neuson SE. Forward-looking statements are characterized by the use of words such as expect, intend, plan, predict, assume, believe, estimate, anticipate
and similar formulations. Such statements are not to be understood as in anyway guaranteeing that those
expectations will turn out to be accurate. Future performance and the results actually achieved by Wacker
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.
Wacker Neuson SE Annual Report 2008
Markets in motion.
Strategy in place.
Wacker Neuson SE
Preussenstrasse 41
80809 Munich
Germany
Tel. + 49 - (0)89 - 354 02 - 0
Fax + 49 - (0)89 - 354 02 - 390
0988070|04-2009|Layout KC|Print pd
Annual Report 2008

Annual Report 2008 - Wacker Neuson Group

Transcription

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