2014 ANNUAL REPORT FREUDENBERg gROUP
Transcription
2014 ANNUAL REPORT FREUDENBERg gROUP
2014 Annual Report Freudenberg Group Freudenberg is a globally active technology company that develops innovative, sophisticated and tailor-made solutions in partnership with its customers. The Group’s products are part of everyday life all over the world – usually invisible, but always indispensable, they have a valuable role to play in more than 30 markets and thousands of applications. The quest for excellence, creativity, diversity, financial solidity and a long-term orientation form the cornerstones of the Freudenberg Group. Our company’s success is founded on innovation. The internal Freudenberg Innovation Award was presented for the first time in 2014 and further highlights the great importance of innovation, honoring projects that are already proving their worth in the market. This Annual Report presents the four finalists and the awardee of the Freudenberg Innovation Award. Highlights External reporting Internal reporting At-equity 2012* At-equity 2013 At-equity 2014 Pro-rata 2012 Pro-rata 2013 Pro-rata 2014 Germany 1,210 1,059 1,087 1,494 1,885 1,975 EU (excluding Germany) 1,562 1,553 1,657 1,621 1,570 1,681 311 327 334 315 327 336 1,291 1,267 1,383 1,342 1,274 1,390 South/Central America 343 306 296 351 306 296 Asia 824 1,002 1,089 1,057 1,129 1,224 Africa/Australia 140 132 136 142 132 137 5,681 5,646 5,982 6,322 6,623 7,039 Consolidated profit 438 399 478 433 402 478 Cash flow from operating activities 445 516 618 532 614 712 Cash flow from investing activities -186 -520 -339 -348 -571 -407 Depreciation and amortization 238 238 256 274 280 305 Balance sheet total 5,677 5,873 6,667 6,060 6,284 7,113 Equity 2,668 2,775 3,211 2,818 2,775 3,224 Personnel expenses 1,719 1,728 1,812 1,820 1,916 2,027 Workforce (as at Dec. 31) 30,786 33,245 34,030 37,453 39,897 40,456 Workforce (annual average) 32,769 33,293 34,094 37,683 39,979 40,614 FREUDENBERG GROUP Sales [€ million] Other European countries North America Total sales *Figures adjusted due to the application of IFRS 11 prior to the mandatory application date. Whilst joint ventures must be consolidated using the equity method for external reporting, for internal reporting purposes their consolidation is based on the pro-rata method as a tool for managing Group operations. WORLDWIDE LOCATIONS The Freudenberg Group and its 40,000 employees are active in some 60 countries. CONTENTS 2 3 4 5 6 8 12 18 22 25 25 27 30 32 36 42 82 83 92 Company Boards Supervisory Board Board of Management Executive Council Management of the Business Groups Report of the Supervisory Board Foreword of the Board of Management Group Management Report of the Freudenberg Group Fundamental Information about the Group Business Model of the Group Research and Development Report on Economic Conditions Macroeconomic Environment Business Development and Position of the Group Earnings Position of the Group Financial Position of the Group Assets, Equity and Liabilities of the Group Human Resources Corporate Responsibility Review of Operations by Business Area Report on Post-Balance Sheet Date Events Report on Risks and Opportunities Report on Expected Developments 99 100 101 151 Financial Report - Consolidated Financial Statements Freudenberg SE Consolidated Statement of Financial Position Consolidated Statement of Profit or Loss Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements Shareholdings of the Freudenberg Group 163 Audit opinion 96 97 98 COMPANY BOARDS SUPERVISORY BOARD From left: Schücking, Schildhauer, Kammüller, Freudenberg-Beetz, Towfigh, Koehler, Pott, Wentzler, Freudenberg, Kuhlich, Kurz and Thielen Martin Wentzler, Großhesselohe Chairman Attorney Maeva Kuhlich, Chichilianne, France Project Manager in Supply Chain Management at Becton Dickinson Prof. Dr. Dieter Kurz, Lindau Deputy Chairman Chairman of the Shareholder Council of the Carl Zeiss Foundation Dr. Richard Pott, Leverkusen Former member of the Board of Management of Bayer AG Martin Freudenberg, Heidelberg Managing Director of Jumag Dampferzeuger GmbH Dr. Maria Freudenberg-Beetz, Weinheim Biologist Dr. Mathias Kammüller, Ditzingen Managing Director of TRUMPF GmbH + Co. KG Robert J. Koehler, Wiesbaden Chairman of the Supervisory Board of Benteler International AG Walter Schildhauer, Stuttgart Managing Partner of speedwave GmbH Dr. Christoph Schücking, Frankfurt am Main Attorney and Notary Public Mathias Thielen, Zurich, Switzerland Managing Director of Credit Suisse AG PD Dr. Emanuel V. Towfigh, Bonn Attorney as at December 31, 2014 2 BOARD OF MANAGEMENT From left: Krauch, Sohi and Krieger Dr. Mohsen Sohi, Frankfurt am Main Chief Executive Officer Dr. Tilman Krauch, Heidelberg Member of the Board Dr. Ralf Krieger, St. Leon-Rot Member of the Board, CFO Christoph Mosmann, Mannheim Member of the Board (until December 31, 2014) as at December 31, 2014 3 Executive Council MEMBERS BUSINESS GROUPS Claus Möhlenkamp (CEO) Freudenberg Sealing Technologies Bruce R. Olson (CEO) Freudenberg Nonwovens Dr. Klaus Peter Meier (CEO) Freudenberg Home and Cleaning Solutions Hanno D. Wentzler (CEO) Freudenberg Chemical Specialities and the Board of Management Membership of the four CEOs in the Executive Council lends greater weight to the perspectives of the Business Groups with regard to overarching issues. as at December 31, 2014 4 MANAGEMENT OF THE BUSINESS GROUPS MANAGEMENT BUSINESS GROUPS Claus Möhlenkamp (CEO and Member of the Executive Council), Dr. Arman Barimani (CTO), Ludger Neuwinger-Heimes (CFO), Dieter Schäfer (COO) Freudenberg Sealing Technologies Richard Schmidt (CEO and President), Craig Barnhart (CFO) Freudenberg Oil & Gas Technologies Dr. Stefan Sacré (CEO), Jochen Strasser (CFO), Michael Stomberg (COO) EagleBurgmann Dr. Jörg Schneewind (CEO and President), Michael A. Hawkins (CFO), Dr. Max Gisbert Kley (President Europe and Global Business Development), Mitch Moeller (CEO of MedVenture) Helix Medical Hans-Jürgen Goslar (CEO), Norbert Schebesta (CFO), Lennart Johansson (CTO), Jim Law (CTO) TrelleborgVibracoustic Bruce R. Olson (CEO and Member of the Executive Council), Dr. Frank Heislitz (CTO), Dr. René Wollert (CFO) Freudenberg Nonwovens Richard Shaw (CEO), Dr. Riccardo Forni (CFO) Freudenberg Politex Nonwovens Dr. Andreas Kreuter (CEO), Thomas Herr (CFO), Dr. Jörg Sievert (COO) Freudenberg Filtration Technologies Dr. Klaus Peter Meier (CEO and Member of the Executive Council), Arndt Miersch (CTO, until December 31, 2014), Frank Reuther (CFO) Freudenberg Home and Cleaning Solutions Hanno D. Wentzler (CEO and Member of the Executive Council), Dr. Jörg Matthias Großmann (CFO) Freudenberg Chemical Specialities Horst Reichardt (CEO), Dr. Sebastian Weiss (CFO) Freudenberg IT Dr. Manfred Egner (CEO), Christoph Neumann (CFO), Christophe Luciani (CSO) enmech as at December 31, 2014 5 REPORT OF THE SUPERVISORY BOARD In 2014, the Board of Management and the Supervisory Board held regular and detailed discussions on the progress of the Group and major individual business transactions on the basis of oral and written reports. Business policy was agreed in consultation between the two bodies and updated where necessary in joint deliberations. In addition, the Chairman of the Supervisory Board discussed current business developments with the members of the Board of Management on a regular basis and in a spirit of partnership. analysis of markets, sales and earnings development, liquidity status and the risk situation of the Freudenberg Group. The agenda also included strategy issues and major special projects. At each of these meetings, the Supervisory Board also consulted on ongoing key projects in the Group, reviewing factors of relevance to the Group‘s success and adjusting them to changed conditions. Of particular significance for the Supervisory Board were the organizational realignment of the Freudenberg Group, more efficient administrative processes, the new positioning of the Freudenberg global brand, the global talent management process, and the two development programs for top management. Martin Wentzler (Chairman) Dr. Wolfram Freudenberg stepped down from his post as Chairman of the Supervisory Board at the middle of the year having reached retirement age. He was a member of the Board of Partners for almost 40 years. He became Chairman in 2005, and has since driven forward the strategic development of the company – above all through the establishment of the holding company Freudenberg Societas Europaea (hereinafter: Freudenberg SE). He also supported the systematic development of the company’s portfolio. The company and the Supervisory Board express their great respect for the achievements of Dr. Wolfram Freudenberg and their gratitude for his dedicated and successful service to the company. The changeover and meticulously prepared transition have safeguarded continuity and responsible cooperation between the Supervisory Board and the Board of Management.Ms. Maeva Kuhlich joined the Supervisory Board in July 2014. Five meetings of the Supervisory Board were held in the year under review. Each meeting addressed a detailed 6 In addition, the Supervisory Board also consulted on several acquisitions such as the takeover of the companies which operate the Hänsel brand interlinings business from Hänsel Textil GmbH, Iserlohn, Germany, and the acquisition of Tobul Accumulator Incorporated, Bamberg, USA, and their integration in the Freudenberg Group. The Supervisory Board furthermore consulted on developments in the participations in joint ventures and associated companies such as NOK Corporation and Japan Vilene Company Ltd., both registered in Tokyo, Japan, and TrelleborgVibracoustic GmbH, Darmstadt, Germany. Other issues included the execution of the strategy process 2015 - 2017 and the revision of the rules of procedure for the Board of Management and the Supervisory Board. The Audit Committee met five times in the year under review. Matters dealt with by the Audit Committee included the findings of the internal audit process. Priority areas were the Group risk management system, the key provisions of the German Corporate Governance Code, and the new compliance architecture. Key issues addressed by the Audit Committee in the 2014 financial year also included the preparation of Supervisory Board resolutions concerning the annual financial statements and the dependent company report as well as the consolidated financial statements of the Freudenberg Group. Furthermore, the Audit Committee supervised the required independence of the auditor and prepared the Supervisory Board recommendation to the General Meeting on the engagement of the auditor and commissioning of the audit for the 2014 financial year. The Audit Committee also consulted on further issues such as provisions – in particular provisions for pensions –, atequity measurement of participations, and legal risks. The committee in addition reviewed and discussed the report of the Ombuds Office, the strictly confidential point of contact for employees wishing to report breaches of laws and regulations or infringements of Freudenberg values. The Personnel Committee met five times in 2014. Dr. Richard Pott became a new member of the committee effective December 2014. Consultations of the Personnel Committee focused on changes in the Board of Management: Dr. Tilman Krauch is a new member of the Board of Management. He joined the Freudenberg Group on October 1, 2014. The competent bodies complied with the request of Mr. Christoph Mosmann to be released from his responsibilities as a member of the Board of Management. Mr. Christoph Mosmann stepped down from the Board of Management effective December 31, 2014. Both the Supervisory Board and the Board of Management would like to thank Mr. Christoph Mosmann for almost 20 years of service to the Freudenberg Group. In particular, as a long-standing and highly-respected senior executive, he helped shape the development and influence the direction of the sealing technology business in particular for many years. The Personnel Committee also consulted on leadership development, improving diversity among senior executives, the talent management process, succession planning in key bodies of the Freudenberg Group, and remuneration systems. The consolidated financial statements and the management report for 2014 as well as the dependent company report for Freudenberg SE were audited by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Mannheim, Germany, and were approved without reservation. Following intensive consultation with the auditors on all relevant findings, the Supervisory Board approved the consolidated financial statements and the management report and the annual financial statements of Freudenberg SE and, following examination, concurred with the auditor‘s findings. The Supervisory Board examined the report on relations with affiliated companies (dependent company report) and approved the report together with the auditor‘s conclusions. Following final review, the Supervisory Board has no reservations in respect of the closing statement by the Board of Management on the dependent company report. The Supervisory Board expresses its thanks to all employees, the Business Group managing bodies and the Board of Management. Their enormous personal commitment, their ideas and their outstanding professionalism have made an important contribution to the success of the Group. Weinheim, March 26, 2015 For the Supervisory Board Martin Wentzler Chairman 7 FOREWORD OF THE BOARD OF MANAGEMENT 2014 was a very good year for the Freudenberg Group. Thanks to the enormous commitment and excellent performance of our more than 40,000 employees worldwide, we not only achieved profitable and sustainable growth, but also progressed well with the strategic evolution of our company. We made further increases in productivity, continued to strengthen our innovation capabilities, improved the transparency and efficiency of our organization, and further expanded both our global presence and our broadly-diversified product portfolio. With an equity ratio of 48.2 percent (previous year: 47.3 percent), Freudenberg further strengthened its very good, comfortable equity base. Liquid funds at year-end amounted to €917.7 million (previous year: €672.9 million). Dr. Mohsen Sohi (CEO) Under the IFRS financial reporting rules, joint ventures must be consolidated using the equity method. According to this method, sales in 2014 amounted to €5,982.3 million (previous year: €5,646.1 million), €336.2 million or 6.0 percent higher than the previous year. Adjusted for exchange rate effects and the effects of acquisitions, this represents an organic growth of 6.1 percent. Profit before income taxes amounted to €625.1 million (previous year: €493.3 million). This improvement is above all attributable to the success of our innovative products on the market, a high degree of customer orientation and the expansion of business in attractive growth markets as well as improved production processes. Free cash flow amounted to €279.1 million (previous year: €-3.8 million). 8 As a values-oriented company, occupational health, safety and environmental protection, and social responsibility are firmly anchored in our corporate culture. The safety of our employees at the workplace has top priority, and we also improved our performance in this field in 2014. Our LDI rate (accidents per 1,000 employees) fell from 3.4 in 2013 to 2.7. In terms of the standard for manufacturing companies we have therefore achieved first-class occupational safety. There were leadership changes at Freudenberg during the year under review: Dr. Wolfram Freudenberg handed over the reins as Chairman of the Supervisory Board to Martin Wentzler, thus safeguarding continuity and responsible cooperation. Together, we will make the right decisions for the future. We would like to thank Dr. Wolfram Freudenberg for almost forty years of commitment as a Member of the Board of Partners, nine of which were spent as its Chairman. During this time, his entrepreneurial vision played a key role in shaping the strategic orientation of the Group, forging close ties between the company and the family, and thus securing a stable foundation for the future. Dr. Tilman Krauch joined the Board of Management team in October 2014. He brings with him some two decades of extensive experience working for an internationally successful company. In its internal reporting, Freudenberg applies the pro-rata consolidation method for joint ventures as a tool for managing operating activities. For the fifth year in succession we reported record figures in 2014 on the basis of the pro-rata consolidation. Sales ran at €7,039.1 million (previous year: €6,622.5 million), a year-on-year increase of 6.3 percent. Consolidated profit totaled €478.3 million and is chiefly attributable to the market success of our innovative products and to higher efficiency. All Business Areas improved year-on-year. Christoph Mosmann left the company at his own request at the end of the year. We would like to thank him for almost 20 years of service to the Freudenberg Group. As a long-standing senior executive, he helped shape the development and the direction of the sealing technology business for many years. The Board of Management is supported by a new body called the Executive Council. The four members of the Executive Council who come from the Business Groups – Dr. Klaus Peter Meier (Freudenberg Home and Cleaning Solutions), Claus Möhlenkamp (Freudenberg Sealing Technologies), Bruce R. Olson (Freudenberg Nonwovens), and Hanno D. Wentzler (Freudenberg Chemical Specialities) – lend greater weight to the perspectives of the Business Groups with regard to overarching issues. 2014 was a successful year in very many respects over and above our financial performance. We initiated an ambitious program of strategic projects and realigned our organizational structure to suit the future demands of the market. The Business Groups implemented the approved Fokus 2.0 organizational changes and several projects stemming from these changes: Freudenberg Schwab Vibration Control and Dichtomatik as well as the NOK-Freudenberg Group China joint venture began operating under the roof of Freudenberg Sealing Technologies at the beginning of the year under review. Their combined strengths can cover market segments more efficiently and they can bundle administrative tasks. Freudenberg Performance Materials began operating in January 2015. Combining Freudenberg Nonwovens and Freudenberg Politex Nonwovens brings many advantages. The extended material expertise, the global positioning and leveraging economies of scale are just a few of the benefits of this new united path. We repositioned the Freudenberg Real Estate Management Division as a new Corporate Function called Freudenberg Real Estate responsible for managing the Freudenberg Group‘s real estate worldwide. The most important foundation of our corporate success is innovation. Consequently, the former Freudenberg New Technologies Business Group has been repositioned as a Corporate Function, and is thus established as an overarching innovation driver. In addition to this organizational realignment, we invested more than ever before – €270.3 million – in innovation during the year under review. Our research and development expenditure rose by almost €100 million or 58 percent between 2009 and 2014 and we have further strengthened Freudenberg‘s innovation capabilities. The aim of all activities is to increase the share of sales accounted for by new products still further. The excellent achievements of the Innovation Award which made its debut in the year under review are presented on the photo pages. The goal of Freudenberg Business Services KG, Weinheim, Germany, a new company which began operating in the year under review, is to achieve economies of scale. The first projects indicate that the bundled procurement of non-production-related goods brings significant benefits for the relevant Business Groups and the Group as a whole. 9 These activities will be successively expanding over the coming years to leverage greater benefits from the size of our Group. this acquisition, Freudenberg can offer global customers additional future-oriented filtration solutions for pollutionfree air. With this multi-year project to improve administrative processes we will make Freudenberg even more efficient and deliver on our promise to achieve leaner administration and greater innovation. Furthermore, Freudenberg Nonwovens acquired Polymer Health Technology, Ebbw Vale, UK, a leading specialist of polyurethane foams for advanced wound care in January 2015, thus further expanding our activities in the medical technology sector. We made further additions to our portfolio. In January 2014, Freudenberg Home and Cleaning Solutions acquired the Marigold household gloves business from Comasec SAS, Gennevilliers, France, a company of the Dutch Ansell Group. The acquisition brought us the global trademark rights for the Marigold brand as well as consumer business in the UK, Ireland, Italy, the Netherlands, Hong Kong and Japan. Freudenberg Sealing Technologies acquired Tobul Accumulator Incorporated, Bamberg, USA, in July 2014. With the acquisition, we are strengthening established accumulator business in various markets such as energy/ oil & gas, mining and fluid technology in North and South America. In August, Freudenberg Nonwovens acquired the companies which operate the Hänsel brand interlinings business from Hänsel Textil GmbH, Iserlohn, Germany. This transaction brings us the know-how and innovative technology we need to expand our offering in the knit products segment in future. Freudenberg Filtration Technologies acquired the industrial activated carbon corrosion protection business of the American company MeadWestvaco Corporation. With 10 Apart from the organizational changes and the portfolio expansion we also worked on other key projects in 2014. Excellent talent management helps us meet our ambitious targets with the right people. We successfully launched our two flagship programs for leadership development. The Strategic Leadership Program and Business Leadership Program not only encourage personal leadership competence, but also create a common understanding of how to implement central processes such as strategic and operational planning, strategic human resources, and talent management. We realigned our risk management as well as optimizing our compliance architecture to improve our corporate governance and help us to minimize risks. During the year under review, we continued our work on redesigning the Freudenberg global brand and defined a new brand architecture. We will present this repositioning at DIALOG 2015, our global senior management meeting to be held in Detroit, USA, in July 2015. Preparations for this and other strategic topics also began in the year under review. We will continue working hard on all of these key projects in the current financial year and will also launch new initiatives with regard to sustainability, non-financial key performance indicators and social commitment. All in all, we can be proud of our progress in the year under review – leveraging greater Group potential, becoming more efficient, and driving excellence in all what we do. expect year-on-year sales growth of between 2 and 4 percent for the Freudenberg Group in the 2015 financial year accompanied by an operating result at the prior-year level. All Business Groups are likely to contribute to this performance. On the basis of this forecast, we expect a slight decline in the return on sales. Overall, we are confident we will be able to improve the excellence of our Group still further in the current financial year. Outlook: Thanks: Overall, we are cautiously optimistic about the global macroeconomic environment for the 2015 financial year. We are aware that economic conditions can change very rapidly. The difficult economic situation in South America, Russia and southern Europe is unlikely to change significantly in the coming years – and could even deteriorate. We expect the oil and gas industry will come up against strong opposition. The impact on Freudenberg of the present exchange rate effects caused by the weak euro will be mixed. While a stronger dollar will, for example, have a positive impact on our sales development, we anticipate neutral to negative effects on operating result. That is because raw materials denominated in dollars have become more expensive. Freudenberg is headed for a good future thanks to the motivation of our employees and their willingness to embrace change. We would like to thank everyone who helped us on our way last year for their commitment and ideas. We would also like to extend our appreciation to all customers and business partners for their trust and good cooperation. In 2015, we will again strive to make a valuable contribution each and every day to their success. This is our ultimate objective. Weinheim, March 26, 2015 For the Board of Management A further effect will be that our international acquisition projects will become more expensive as a result of the weaker euro. From today‘s perspective and despite all challenges, we Dr. Mohsen Sohi Chief Executive Officer 11 GROUP MANAGEMENT REPORT OF THE FREUDENBERG GROUP In the 2014 financial year the Freudenberg Group reported sales of €5,982.3 million (previous year: €5,646.1 million). Consolidated profit ran at €477.8 million (previous year: €398.8 million). At December 31, 2014, the Freudenberg Group workforce totaled 34,030 employees (previous year: 33,245). Fundamental Information about the Group BUSINESS MODEL OF THE GROUP Organizational structure of the Group Freudenberg is a globally active group of companies; the 12 Business Groups (previous year: 16 Business Groups, please refer to page 14 “Organizational changes“ for further information) have a presence in over 30 market segments and thousands of applications. Across the globe, the Freudenberg Group’s products and services make a valuable contribution to the success of its customers – rarely visible, but always indispensable. Without Freudenberg & Co. Kommanditgesellschaft Parent company (business operations) Freudenberg SE Seals and Vibration Control Technology Business Area Nonwovens and Filtration Business Area Household Products Business Area Sales [€ million]4,028 Sales [€ million]1,279 Sales [€ million]760 Sales [€ million]1,135 Workforce27,067 Workforce Workforce Workforce Business Group Business Group Business Group Business Group Freudenberg Sealing Technologies Freudenberg Nonwovens Freudenberg Home and Cleaning Solutions Freudenberg Chemical Specialities Freudenberg Oil & Gas Technologies Freudenberg Politex Nonwovens enmech 1 Freudenberg Filtration Technologies Freudenberg Business Services Helix Medical TrelleborgVibracoustic 1 12 Freudenberg offers its customers in the passenger car and commercial vehicle industry, mechanical and plant engineering, textile and apparel, construction, mining and heavy industry, energy, chemical, and the oil and gas sectors tailor-made, innovative technological products and services. The customer base also includes companies in the medical technology, civil aviation, rail vehicles and semiconductor sectors. Parent company (strategic management) EagleBurgmann 1 Freudenberg, for example, indoor air would not be as clean, cars would not drive, suits would not sit properly on shoulders and wounds would not heal as quickly. Fully consolidated at equity 5,994 Specialties and Others Business Area 2,880 4,515 Freudenberg IT Divisions Freudenberg Service Business Model of the Group Freudenberg develops and manufactures seals, vibration control technology components, filters, nonwovens, surface treatment products, release agents and specialty lubricants, medical technology and mechatronic products. Freudenberg also develops software solutions and IT services primarily for small- and medium-sized enterprises. Consumers enjoy the benefits of Freudenberg‘s state-ofthe-art household products marketed under the vileda®, O-Cedar ®, Wettex ®, Gala®, Marigold® and SWASH® brands. Creativity, quality, diversity and innovative strength Freudenberg sees itself as an enterprise of entrepreneurs. Operational business is in the hands of independent companies whose management conducts business under their own responsibility. These individual companies in turn belong to Business Groups. Freudenberg has two parent companies: Freudenberg & Co. Kommanditgesellschaft (hereinafter: Pro-rata 2013 Pro-rata 2014 6,623 7,039 Seals and Vibration Control Technology 2 3,804 4,028 Nonwovens and Filtration 2 1,228 1,279 710 760 1,054 1,135 39,897 40,456 26,917 27,067 Nonwovens and Filtration 5,707 5,994 Household Products 2,914 2,880 Specialties and Others 4,359 4,515 Business Areas 1 Total sales [€ million] Household Products 2 Specialties and Others 2 Workforce (as at Dec. 31) Seals and Vibration Control Technology 1 are the company‘s cornerstones. Reliability and responsible conduct rank among the basic values of the company with a history spanning more than 165 years. Freudenberg is committed to partnerships with customers, and believes in a long-term orientation, financial solidity and the excellence of its employees. T he figures for the Business Areas are presented in line with internal reporting procedures under which the joint ventures are consolidated on a pro-rata basis. 2 Including intra-company sales 13 Freudenberg & Co. KG), Weinheim, Germany, is the strategic parent company, Freudenberg Societas Europaea (hereinafter: Freudenberg SE), Weinheim, Germany, is the parent company with responsibility for managing business operations. The corporate bodies of Freudenberg & Co. KG are the Management Board, the Board of Partners and the General Meeting. The corporate bodies of Freudenberg SE are the Board of Management, the Supervisory Board and the Shareholder‘s Meeting. The Management Board of Freudenberg & Co. KG and the Board of Management of Freudenberg SE have the same members. This also applies to the Board of Partners of Freudenberg & Co. KG and the Supervisory Board of Freudenberg SE. Freudenberg is a family company. It is owned by some 320 heirs to the founding father Carl Johann Freudenberg. For further information on the Business Groups, please refer to the chapter “Review of Operations by Business Area“ (page 42 ff). Organizational changes During the year under review, the Freudenberg Group continued to work very intensively at aligning the organizational structure to the future demands of the market. Under the “Strategic Guide” governance concept, the Board of Management will have a stronger focus on developing the strategy, approving investments, and setting strategic guidelines. 14 This has led to more transparency and faster decisionmaking. The Business Groups remain fully responsible for their business operations and for meeting targets. The Board of Management is supported by a new body called the Executive Council. Membership of the four CEOs in the Executive Council lends greater weight to the perspectives of the Business Groups with regard to overarching issues. Under its organizational realignment, Freudenberg integrated the former NOK-Freudenberg Group China, Freudenberg Schwab Vibration Control and Dichtomatik Business Groups under the roof of Freudenberg Sealing Technologies effective January 1, 2014. In addition, Freudenberg repositioned the Freudenberg Real Estate Management Division as the Freudenberg Real Estate Corporate Function effective April 1, 2014. Furthermore, preparations were made to combine Freudenberg Nonwovens and Freudenberg Politex Nonwovens to form Freudenberg Performance Materials. The new Business Group officially began operating on January 1, 2015. Another new company is Freudenberg Business Services KG, Weinheim, Germany – a customer-oriented internal service provider offering the 12 Freudenberg Business Groups efficient, high-quality and competitivelypriced business services worldwide. Business Model of the Group Freudenberg repositioned the former Freudenberg New Technologies Business Group as a Corporate Function, thus strengthening creative innovation throughout the company. The internal Freudenberg Innovation Award presented for the first time in 2014 highlights the great importance of innovation for the Group. Business processes There were some leadership changes during the year under review: Martin Wentzler took over from Dr. Wolfram Freudenberg as Chairman of the Supervisory Board. Dr. Freudenberg stepped down from the Supervisory Board in June 2014 having reached the retirement age of 73. In 2014, the company continued to work very intensively at improving the efficiency of administrative processes. Freudenberg also streamlined and standardized the Group risk management process during the year under review, thus achieving a significant increase in efficiency. Furthermore, the Group-wide compliance architecture was improved. Dr. Tilman Krauch became a member of the Board of Management. He joined the Freudenberg Group on October 1, 2014. The competent bodies complied with the request of Mr. Christoph Mosmann to be released from his responsibilities as a member of the Board of Management. Mr. Christoph Mosmann stepped down from the Board of Management effective December 31, 2014. During the year under review, Freudenberg invested strongly in existing locations and opened new sites. Freudenberg Oil & Gas Technologies, for example, built a new site in Port Talbot, UK, and TrelleborgVibracoustic doubled capacity at its plant in Yantai, China. Construction work on the new Freudenberg Chemical Specialities plant in Valinhos, Brazil, commenced. For further information on sites of Freudenberg companies, please refer to the chapter “Review of Operations by Business Area“ (page 42 ff). As a result of the organizational realignment in the year under review, Freudenberg has become more transparent, the decision-making processes are faster and better, and cooperation among the Business Groups is stronger. The Group also redesigned the Freudenberg global brand and defined a new brand architecture during the year under review. The global brand will be presented at DIALOG 2015 – an internal management event for some 300 senior executives – to be held in Detroit, USA, in July 2015. In addition, numerous Business Groups worked on responding to customer needs even more effectively and meeting the shorter delivery times expected by the market. EagleBurgmann, for example, improved the process chain from the receipt of a customer order to delivery. Freudenberg Sealing Technologies invested in improving the supply chain in Pinerolo, Italy, and Freudenberg Politex Nonwovens optimized the supply chain, reduced raw material consumption, simplified processes, improved energy efficiency and further raised product quality in the year under review. 15 Consolidated group At year-end 2014, the number of companies in the Freudenberg Group totaled 497 located in 57 countries. 472 of these companies were included in the consolidation. 392 companies, including 129 production and 172 sales companies, were fully consolidated. Investments in joint ventures and associated companies The joint ventures with Trelleborg AB, Trelleborg, Sweden, and NOK Corporation, Tokyo, Japan, are of major importance for Freudenberg. The purpose of the TrelleborgVibracoustic joint venture with Trelleborg AB is to strengthen activities in the automotive business. Trelleborg AB and Freudenberg SE, Weinheim, Germany, each hold a stake of 50 percent. Freudenberg and NOK Corporation jointly hold shares in several companies, seven of which, including Freudenberg-NOK General Partnership, Plymouth, USA, are fully consolidated. The Asian companies grouped together in NOK-Freudenberg Group China are consolidated according to the equity method. NOK-Freudenberg Group China is a 50:50 joint venture between the Japanese NOK Corporation and Freudenberg SE with the objective of serving the highgrowth Chinese market with locally-produced and imported sealing products. The joint venture was integrated in 16 the Freudenberg Sealing Technologies Business Group effective January 1, 2014. enmech is a further joint venture of Freudenberg and NOK Corporation. The company’s business activities range from the development and production of mechatronic solutions based on large flexible printed circuits, ready-for-use SMD assembly flat wiring harnesses which can integrate switches, sensors, LED and other functional components, and connector technology. The most important non-controlling interests held by Freudenberg concern the Japanese companies NOK Corporation and Japan Vilene Company Ltd. (JVC), both registered in Tokyo, Japan. The NOK Group manufactures and supplies sealing products, flexible printed circuits, roll products for office equipment and further products such as specialty lubricants. JVC manufactures nonwovens for the clothing, automotive, electrical and consumer goods industries as well as for applications in the medical sector and filtration. The proven partnership between Freudenberg and these two Japanese companies has already lasted more than 50 years. Numerous activities in the USA, Asia (China and India) and in Europe have been jointly established during the decades-long partnership. Further details can be found in note (4) Investments in joint ventures and note (5) Investments in associated Business Model of the Group companies in the Notes to the Consolidated Financial Statements. Acquisitions and disinvestments and discontinued operations In January 2014, Freudenberg Home and Cleaning Solutions acquired the Marigold household gloves business from Comasec SAS, Gennevilliers, France. Comasec SAS is a company of the Dutch Ansell Group, a world leader in protective glove solutions for industrial applications. The acquisition included the global trademark rights for the Marigold brand as well as consumer business in the UK, Ireland, Italy, the Netherlands, Hong Kong and Japan. Freudenberg Filtration Technologies acquired the industrial activated carbon corrosion protection business of the American company MeadWestvaco Corporation, Richmond, Virginia, USA, in November 2014. With this acquisition, Freudenberg can offer global customers a further future-oriented filtration solution for clean and pollution-free air. Freudenberg Sealing Technologies acquired Tobul Accumulator Incorporated, Bamberg, USA, in July 2014. The family company Tobul is a world-class developer and manufacturer of hydraulic accumulators. With the acquisition, Freudenberg is strengthening established accumulator business in various markets such as energy/ oil & gas, mining and fluid technology in North and South America. In August 2014, the Freudenberg Nonwovens Business Group acquired the companies which operate the Hänsel brand interlinings business from Hänsel Textil GmbH, Iserlohn, Germany. Hänsel is a high-quality and innovative interlinings specialist for the international fashion industry. 17 RESEARCH AND DEVELOPMENT In 2014, the Freudenberg Group expensed €270.3 million (previous year: €246.3 million) for research and development based on the pro-rata consolidation of the joint ventures. €213.7 million (previous year: €193.0 million) was expensed based on the equity consolidation method for joint ventures. In both cases, more than half of the sum is accounted for by the Freudenberg Sealing Technologies, EagleBurgmann and Freudenberg Chemical Specialities Business Groups. During the year under review, an average of 2,582 employees (previous year: 2,484) were employed in research and development throughout the Freudenberg Group based on the pro-rata consolidation of the joint ventures, with the regional focus in Germany, where 1,542 employees (previous year: 1,564) were employed. Based on the equity consolidation method for joint ventures this figure was 2,025 employees (previous year: 1,936). Here, too, the regional focus was in Germany, where 1,153 employees (previous year: 1,161) were employed. The goal of all research and development activities of the Freudenberg Group is to boost the share of new product sales. To that end, strategic support is provided for the focused, customer-oriented activities of the Business Groups: The Corporate Innovation function, in which the Freudenberg New Technologies Business Group was also integrated in 2014, is responsible for innovation strategy, innovation marketing, public funding and collaborations/ 18 networks. The function pools research and development services to support the Business Groups and develops new business via the New Business Development and Venture Capital units. The issue of technology platforms has been revived with a view to developing overarching competences. The New Business Development unit continued to expand its expertise in lightweight construction during the year under review. New Business Development also conducted structured market segment analyses in cooperation with the Business Groups with the aim of generating new fields of business. Particularly close attention was paid to analyzing the energy and oil & gas market segments with the help of external experts. With regard to the scaffolene® (bioresorbable nonwovens) project, Freudenberg and a selected partner successfully concluded process validation for the manufacture Research and Development of the new product in the field of biosurgery. The Group qualified as the sole supplier. CE marking for this product is expected in early 2015 – this is a milestone for a subsequent successful market launch. In addition to this, Freudenberg also continued work on developing scaffolene® as a platform technology. This will significantly expand the product portfolio of bioresorbable polymers and the application range, in particular with regard to drug delivery and regenerative medicine. Moreover, work on further customized scaffolene® pre-developments began in the year under review. The Freudenberg Fuel Cell Component Technologies unit won several further series orders from high-caliber customers in 2014. Given the advanced stage of product development and business expansion, the gas diffusion layers and filters & humidifiers product groups were transferred to the Freudenberg Performance Materials respectively Freudenberg Filtration Technologies Business Group effective January 1, 2015. These two Business Groups will move forward with industrial production, thus strengthening Freudenberg‘s position as a competent component supplier with a unique product portfolio of fuel cell components. Awards In the 2014 financial year the Group again honored the achievements of employees and external scientists in the field of innovation: The Freudenberg Innovation Award is a new distinction. Within the Freudenberg Group, it is the highest award for innovations that are already successful in the marketplace. The five finalists in 2014 were as follows (see photo pages for further details): –Proven energy savings with high-tech lubrication (Awardee: Freudenberg Chemical Specialities): The power consumption of industrial plants is often enormous. “Energy Efficiency Solutions” from Klüber Lubrication (Freudenberg Chemical Specialities) help to increase their efficiency and cost-effectiveness. In an innovative measurement and evaluation process, the energy-saving potential of the system is first identified. After optimization, the realized savings are then measured. This can often be a tough challenge. Highprecision, easy-running specialty lubricants provide the basis for optimization. These advanced lubricants are used in place of conventional oils and reduce friction between individual components. The result: a proven reduction in energy consumption at increasing power levels. –Energy storage from the clean room (Freudenberg Sealing Technologies): One small but vital component in modern dual-clutch, direct-shift gearboxes is the hydro-mechanical piston accumulator. It enables silky-smooth gearshifts, even if the oil pump is not running. To ensure that this function continues throughout the car’s lifetime, the piston accumulator’s high-precision components are assembled by robots in a clean room. Even a single speck of dust can cause the gas reservoir to leak and render the piston accumulator inoperable. –Diamond coating against corrosion (EagleBurgmann): To ensure that power plants produce electricity and heat at optimal levels, the amount of steam delivered to the turbines needs to be very precise. Feedwater pumps play a central role in achieving this. Their ceramic 19 seals are placed under extreme chemical stress by the feedwater. However, by coating the ceramic rings with EagleBurgmann‘s new and extremely thin layer of microcrystalline and electrically conductive diamond, their durability can be vastly increased, and they can last eight times longer than before. –Ultra-thin nonwovens let the ions flow (Freudenberg Nonwovens): No mobile phone, laptop or electric car can function without electricity from batteries. They need to be powerful, durable and – above all – safe. A wafer-thin yet extremely durable nonwoven separator with a functional ceramic impregnation produced by Freudenberg Nonwovens keeps positive and negative poles permanently separated from each other. This minimizes the risk of short circuits or even battery fires while allowing the ions and thus the electricity to flow freely. –Dusting robot (Freudenberg Home and Cleaning Solutions): Powered by a rechargeable battery, the ViRobi dusting robot from Freudenberg Home and Cleaning Solutions automatically runs around rooms of its own accord, wiping them clean with its electrostatic dusting cloth. Clever axle geometry and suspension remove the need for high-tech navigation and enable ViRobi to negotiate obstacles or corners. The 2014 Karl Freudenberg Prize was awarded to Dr. Michael Floßdorf of the German Cancer Research Center at Helmholtz-Gesellschaft Heidelberg for his work on “Stochastic T cell fate decisions“ from the field of bioscience. He combined mathematical models and statistical analyses resulting from experimental data. The 20 outcome is an important basis for the development of vaccines or the treatment of diseases such as cancer. The Freudenberg Group also sponsored the Heinz König Young Scholar Award 2014 of the Center for European Economic Research (ZEW) in Mannheim. The award was presented to Olga Malkova of the University of Michigan, USA, for her work on the effects of parental leave benefits on the birthrate. Her research represents a key contribution to the discussion concerning the effectiveness of family policy measures. Freudenberg Sealing Technologies received the TOP Innovation Award of the F.A.Z. Institute for 2014. This award confirms once again that the continual improvement process and innovation culture at Freudenberg have found recognition. Freudenberg held the 5th Global Innovation Forum in May 2014. This time, the subject was process technologies for the future. The internal event was attended by over 400 participants from all over the Freudenberg Group. Some 250 researchers and developers gathered in Weinheim for the main event. Around 160 further participants in Brazil, USA, China, India and Japan were linked via video conferencing. The Freudenberg Group inaugurated a new research and development center in Qingpu, China, in July 2014. The Group is thus expanding its site for specialty lubricants and release agents. Klüber Lubrication and Chem-Trend, both companies belonging to the Freudenberg Chemical Specialities Business Group, can now respond even better to growing demand and the specific needs of Chinese customers. Research and Development Freudenberg has participated in research and development projects supported by the German government and the EU for many years. These funded research and development collaborations between industrial companies and scientific institutions can address issues and problems that can only be jointly solved. In the 2014 financial year, a total of seven German companies in the Freudenberg Group received funding for a total of 16 collaborative projects (12 German, 4 EU) running until the end of 2014 or beyond. 21 REPORT ON ECONOMIC CONDITIONS MACROECONOMIC ENVIRONMENT Global economic situation In 2014 it was above all the industrialized nations which recorded higher economic growth than the previous year. Momentum in developing countries was less dynamic in a year-on-year comparison; consequently, global economic growth, and thus growth in the relevant markets for Freudenberg, remained at approximately the same level as the previous year. The Freudenberg Group benefited from these positive developments and continued to grow sales in the 2014 financial year by marketing innovative products, achieving a high degree of customer orientation and flexibility as well as proceeding with structured expansion in attractive markets and strategic areas of business. The oil price, which fell sharply in the later months of the year, could only partly offset generally unfavorable exchange rate developments in 2014. The global economy expanded in 2014 despite several political crises, for example in Ukraine and Syria, and continuing economic risks, particularly in southern Europe. The key drivers of this positive development were the continued strong US economy (2.4 percent) and sturdy, albeit weaker, growth in China (7.4 percent). Regional developments in the Freudenberg Group‘s business were mixed. Moderate growth in Europe is primarily attributable to improved economic conditions, particularly in Germany, Spain and Italy, while the conflict in Ukraine had a negative impact on business in Russia. Business in North America developed well, while in particular the problems in Argentina and weak economic conditions in Brazil impacted on emerging markets in South America. Freudenberg continued to enjoy strong growth on Asian markets. 22 The eurozone recovered noticeably in the year under review (0.9 percent), even though some problems in the region – particularly in southern Europe – still remained unsolved. German gross domestic product (GDP) rose by 1.6 percent in 2014, with exports and employment reaching record levels. Spain (1.4 percent), Portugal (0.9 percent) and Greece (1.0 percent) returned to growth thanks to strict reform measures. As industry in the UK continued its upswing (2.8 percent), the strong economic recovery across all sectors continued there. The revival of the Japanese economy which was driven by monetary policy was short-lived. Nevertheless, growth averaged out at an annual 0.2 percent. Brazil (0.1 percent) and Russia (0.5 percent) put up a disappointing performance in 2014. Major structural reforms that would stimulate continued above-average growth and allow these economies to catch up with the industrialized nations, failed to materialize. Moreover, Russia lost important trade and financial links with Macroeconomic Environment western industrialized nations as a result of the conflict with Ukraine. In contrast, India developed well (5.6 percent). The change in government there triggered new momentum and brought a realistic chance of systematic growth in the coming years. (Figures sourced from: Consensus Economics, European Commission, Inter-national Monetary Fund) Europe increased by 1 percent, while production rose by as much as 3 percent on the back of exports to Asia and America. (Figures sourced from: Information Handling Services) Europe WORLD REGIONS The mechanical and plant engineering sector benefited from the catch-up effect in many regions in 2014 and recorded global growth of 5 percent. While growth in Germany and the eurozone was below average at just under 1 per- Region GDP growth 2013 2014 Region GDP growth 2013 2014 Eurozone -0.4% 0.9% USA 2.2% 2.4% Germany 0.1% 1.6% Mexico 1.4% 2.1% France 0.4% 0.4% Brazil 2.5% 0.1% Italy -1.9% -0.4% Argentina 2.9% -1.6% Spain -1.2% 1.4% Japan 1.6% 0.2% Portugal -1.4% 0.9% Russia 1.3% 0.5% Ireland 0.2% 4.8% China 7.7% 7.4% Greece -3.9% 1.0% Taiwan 2.2% 3.5% 1.7% 2.8% India 4.7% 5.6% United Kingdom Figures sourced from: Consensus Economics, European Commission, International Monetary Fund Developments in the Freudenberg Group‘s key sales markets in 2014 were as follows: the automotive industry in China and the USA enjoyed strong growth, albeit at a slightly lower level than the previous year. Passenger car production in China grew by 8 percent, demand increased by 11 percent. In the USA, automobile production grew by 5 percent, and demand by just under 3 percent. For the first time in several years, the automotive industry in Europe returned to a growth trajectory. The number of new registrations in cent in each case, other countries recorded robust growth. There was a 10 percent upswing in Japan, 9 percent in China, 7 percent in the UK and 6 percent in the USA. (Figures sourced from: Verband Deutscher Maschinen- und Anlagenbau – German Engineering Association) In the textile and apparel industry, the world market leader China grew production in 2014 by 7 percent, on a par with the previous year. Its competitors in the USA and 23 Europe returned to growth in the year under review, albeit a moderate 1 percent in both cases. (Figures sourced from: National Bureau of Statistics of China, Federal Reserve Board, Eurostat) The construction industry in the eurozone put the recession behind it in 2014, reporting growth in excess of 2 percent. While production in Spain climbed 17 percent, production declined by 7 percent in Italy, and by almost 10 percent in Portugal. The positive trend in the US construction industry continued. At almost 7 percent, growth was even slightly higher than the previous year. The construction industry in China grew by 9 percent. (Figures sourced from: Eurostat, US Census, National Bureau of Statistics of China) Medical technology manufacturers in Germany grew production by almost 5 percent in 2014. The USA, the world market leader, grew further from an already high level, adding another 2.5 percent to production. Cost efficiency was once again one of the most important innovation drivers. (Figures sourced from: Eurostat, Federal Reserve Board) Solid macroeconomic developments and the associated high level of employment led to rising demand from final users in many regions. Overall, raw material prices declined slightly on a global basis. There was a significant drop in the price of crude oil towards the end of the year as a result of oversupply, and the annual average price for crude oil was just under US$100 per barrel, almost 9 percent down on the previous year. (Figures sourced from: Handelsblatt) Following a strong first half of the year, the euro/US dollar exchange rate fell sharply in the second six months. The annual average exchange rate was identical with the previous year at US$1.33/€. (Figures sourced from: European Central Bank) DEVELOPMENT OF REAL GDP IN BRIC COUNTRIES AND GERMANY SINCE 2008 DEVELOPMENT OF REAL GDP IN SELECTED SOUTH EAST ASIAN COUNTRIES AND GERMANY SINCE 2008 Index 2008 = 100 Index 2008 = 100 170 160 China 150 India 130 130 Malaysia 120 120 Brazil Russia 110 100 Germany 90 2009 2010 2011 Source: National statistical offices 24 Indonesia Vietnam Philippines 140 140 2008 150 2012 2013 2014 Thailand 110 100 Germany 90 2008 2009 2010 2011 Source: National statistical offices 2012 2013 2014 Business Development and Position of the Group Freudenberg Group At-equity 2013 2014 5,646.1 5,982.3 Profit before income taxes [ € million] 493.3 625.1 Consolidated profit [ € million] 398.8 477.8 33,245 34,030 Sales [ € million] Workforce Earnings position of the Group BUSINESS DEVELOPMENT AND POSITION OF THE GROUP The Freudenberg industrial group continued its good business development in 2014. Growth in emerging economies remained dynamic and growth in established markets was also slightly above expectations. While negative exchange rate effects impacted business development in the first half of the year in particular, relatively stable raw material procurement prices approximately offset these effects. The Freudenberg Group again reported increased sales and consolidated operating result. Not only all Business Areas, but also the well-integrated acquisitions at Freudenberg Sealing Technologies, Freudenberg Home and Cleaning Solutions and Freudenberg Chemical Specialities contributed to this increase. The Group outperformed the market in terms of growth and this was attributable to the marketing of innovative products, a high degree of customer orientation and flexibility, as well as structured expansion in attractive markets and strategic fields of business. Furthermore, the Freudenberg Group maintained its high earning power through the systematic implementation of measures to increase productivity and efficiency. FORECAST/ACTUAL COMPARISON FREUDENBERG GROUP* Sales Operating result LDI-Q** Actual 2013 [€ million] 6,622.5 Forecast for 2014 moderate growth Actual 2014 [percent] +6.3 Actual 2014 [€ million] 7,039.1 512.9 moderate growth 3.3 slight reduction +25.4 643.3 -18.2 2.7 * For internal reporting, the Freudenberg Group key performance indicators are determined based on the pro-rata consolidation of the joint ventures. ** For further details please refer to the chapter on “Corporate Responsibility“. The Board of Management uses sales and operating result as financial key performance indicators for the management of the Freudenberg Group; these figures are taken from internal reporting and are based on the pro-rata consolidation of the joint ventures. This provides greater transparency when comparing business performance since it also includes the activities of the 50:50 joint ventures. As the value-oriented performance indicator, operating result describes the profit before income taxes excluding special effects. The return on sales is determined from the two performance indicators of sales and operating result and will in future represent another key indicator of operating performance. A return on sales of 9.1 percent was reported for the 2014 financial year. These indicators are regularly made available to the Board of Management to assist in the timely identification of trends and changes. The financial key performance indicators are targeted towards sustainable earnings-oriented growth and a continuous increase in enterprise value. Applying the pro-rata consolidation for joint ventures, the Freudenberg Group generated sales of €7,039.1 million (previous year: €6,622.5 million) in 2014, thus setting a new record. Overall, sales increased by 6.3 percent or €416.6 million year-on-year. Adjusted for the effects of acquisitions and disinvestments to the amount of €131.0 million and exchange rate effects, sales were 5.6 percent or €368.0 million higher than the previous year. Sales increased in all Business Areas. Under the IFRS financial reporting rules, joint ventures must be consolidated using the equity method. According to this method, sales during the year under review amounted to €5,982.3 million (previous year: €5,646.1 million). On this 25 SALES BY SECTORS [%] At-equity Energy and water 6 Other industry sectors 12 Chemical 4 Final users 13 Medical and pharmaceutical 4 Textile and apparel 7 Construction 6 Spare parts business 8 Automotive OEMs 25 Mechanical and plant engineering 15 basis, sales were €336.2 million or 6.0 percent higher than the previous year. Research and development expenses increased by 10.5 percent from €191.5 million in 2013 to €211.6 million in 2014. Applying the pro-rata consolidation for joint ventures, operating result for the year under review amounted to €643.3 million, €130.4 million higher than the previous year. This was attributable to higher sales, productivity improvements, cost saving programs and favorable sectoral developments. Consolidated profit was €477.8 million (previous year: €398.8 million). Based on the equity consolidation method for joint ventures, profit before income taxes in 2014 amounted to €625.1 million, a year-on-year improvement of €131.8 million. This increase is primarily attributable to higher contribution margins and active cost management. Contribution margins rose. This is attributable on the one hand to higher sales and the slight decrease in raw material procurement prices, and on the other to improved capacity utilization and measures to increase productivity in almost all Business Groups. Selling costs rose approximately in proportion to sales. Administration expenses declined as a result of process and system optimization. SALES Development [€ MILLION] Pro-rata 7,000 6,000 5,000 5,481.4 6,006.5 5,991.9 6,321.7 6,622.5 7,039.1 4,200.8 4,000 3,000 2,000 1,000 0 2009 2010 2011 2011 SE 2012 2013 2014 Joint ventures are consolidated on a pro-rata basis in line with internal reporting procedures. Figures based on Freudenberg & Co. KG. until 2011. 26 Sectors and regions The 2014 financial year was characterized by a rise in demand on almost all markets, and developments were positive throughout the year. Under the IFRS financial reporting rules, joint ventures are consolidated using the equity method. Excluding sales by the 50:50 joint ventures such as NOK-Freudenberg Group China, TrelleborgVibracoustic and enmech, which make a significant contribution to automotive OEM business, the share of automotive business in Freudenberg sales was 25 percent (previous year: 24 percent). The second most important customer grouping for the Freudenberg Group was the mechanical and plant engineering sector accounting for a share of 15 percent (previous year: 16 percent). Business with final users and spare parts business accounted for some 13 percent, respectively 8 percent of total sales (no change compared with the previous year). Other major customer groupings for the Freudenberg Group are the textile and apparel industry (7 percent), energy and water (6 percent), construction (6 percent), the chemical industry (4 percent), and the medical and pharmaceutical industry (4 percent). With few exceptions, the regional distribution of sales remained largely unchanged in 2014. The Freudenberg Group generated 28 percent of total sales in the European Union excluding Germany (no change compared Business Development and Position of the Group SALES BY Regions [%] At-equity Africa/Australia 2 Germany 18 Asia 18 South/Central America 5 EU (excluding Germany) 28 North America 23 Other European countries 6 with the previous year). Germany accounted for 18 percent (previous year: 19 percent) of total sales, while the Other European countries accounted for 6 percent (no change compared with the previous year). Business in North America accounted for 23 percent of total sales (previous year: 22 percent). 5 percent of total sales (previous year: no change compared with the previous year) were generated in South and Central America. The share attributable to the Asia region was 18 percent (no change compared with the previous year). The Freudenberg Group generated the remaining 2 percent of total sales in Africa/Australia (no change compared with the previous year). Financial position of the Group Financing management of the Freudenberg Group Freudenberg SE is responsible for all the financing activities of the Freudenberg Group, thus ensuring the Freudenberg Group has sufficient liquid funds at all times. Freudenberg Group companies obtain the financing they require via cash pools or loans provided by the internal financing companies – for legal, fiscal and other reasons financing in some countries also takes the form of bank loans guaranteed by Freudenberg SE. Freudenberg does not expose itself to financial risks through speculation with derivative financial instruments but uses such instruments only for hedging, and therefore reducing, risks in connection with underlying transactions. Future transactions are only hedged if there is a high probability of occurrence. In order to ensure the identification and management of all financing risks, the Freudenberg Group pursues a holistic approach to financial risk management. The existing financial risks are identified and limited in an institutionalized control loop. Although financing conditions have loosened significantly compared with previous years, currency risks remain high as a result of distortions on currency markets. In addition, volatility on the credit and capital markets remains high. This also impacts the financing conditions for industrial companies. The Freudenberg Group is in a good position to tackle these challenges thanks to its conservative finance policy. Liquidity measures include high reserves of liquid funds and committed credit lines with core banks. 27 In 2014, the largest single financing measure was the conclusion of a new €250 million syndicated loan. This loan has a term of five years and was undrawn at the end of the year. This gives additional financing security. The aim is to maintain a balanced due date profile, achieve investor diversification and optimize external borrowing conditions, thus ensuring that external borrowing by the Freudenberg Group is for the most part independent of short-term fluctuations on credit markets. As at December 31, 2014, Freudenberg had undrawn committed credit lines amounting to some €400 million. The interest payable on the certificates of indebtedness (“Schuldscheindarlehen”) included in the liabilities to banks is based on variable and fixed components. Off-balance sheet contingent liabilities and other financial obligations of the Freudenberg Group are negligible. In its rating published in May 2014, the rating agency Moody’s rated the creditworthiness of Freudenberg SE as Baa1 and confirmed the outlook as “stable“. This gives the Freudenberg Group very good creditworthiness at investment grade level. Capital structure Dec. 31, 2013 Dec. 31, 2014 [€ million] Change [€ million] [Percent] [€ million] Equity 2,774.9 3,211.0 15.7 436.1 Non-current liabilities 1,412.3 1,559.3 10.4 147.0 Current liabilities 1,685.4 1,896.2 12.5 210.8 EQUITY AND LIABILITIES 5,872.6 6,666.5 13.5 793.9 The equity ratio rose from 47.3 to 48.2 percent. This was chiefly attributable to the positive result and exchange rate developments. Adjustments in the discount rate of provisions for pensions had an offsetting effect. The rise in non-current liabilities to €1,559.3 million (previous year: €1,412.3 million) was mainly attributable to the increase in provisions for pensions and similar obligations in part due to the decrease in the discount rate. The €210.8 million rise in current liabilities to €1,896.2 million is attributable in particular to the €81.3 million increase in short-term provisions, above all as a result of the increase in short-term provisions for personnel obligations, as well as the €55.3 million rise in trade payables as at December 31, 2014. After eliminating exchange rate effects and the effects of acquisitions, current liabilities increased by 4.1 percent. 28 Business Development and Position of the Group SUMMARY OF CASH FLOWS [€ Million] 2013 2014 Cash flow from operating activities 515.9 617.8 Cash flow from investing activities - 519.7 - 338.7 Cash flow from financing activities 54.5 -47.3 Cash and cash equivalents at beginning of year 652.2 672.9 Changes in cash and cash equivalents with effect on payments 50.7 231.8 Changes in cash and cash equivalents from exchange rate differences - 21.9 13.0 Changes in cash and cash equivalents from changes in consolidated group - 8.1 0.0 Cash and cash equivalents at end of year 672.9 917.7 Securities and cash at bank and in hand 672.9 917.7 Liquidity Cash flow from operating activities in the 2014 financial year amounted to €617.8 million, corresponding to a year-on-year increase of €101.9 million. The rise is primarily due to the increase (€131.8 million) in profit before income taxes. The €129.6 million increase in working capital to €1,189.0 million (previous year: €1,059.4 million) had an offsetting effect. Cash flow from investing activities amounted to €- 338.7 million and was therefore appreciably lower than cash flow of €- 519.7 million reported for the previous year; this was attributable to significantly lower acquisition sums under corporate transactions. Major investing activities focused on tangible assets. Cash flow from financing activities in the 2014 financial year was €- 47.3 million (previous year: €54.5 million). The main driver was payments to shareholders and non-controlling interests. The Freudenberg Group can meet all of its payment obligations at any time. 29 Assets, Equity and Liabilities of the Group BALANCE SHEET STRUCTURE [€ Million] Equity Non-current assets Non-current liabilities Current assets Current liabilities 6,666.5 6,666.5 5,872.6 5,872.6 3,211.0 3,847.9 2,774.9 3,483.3 1,559.3 1,412.3 2,818.6 2,389.3 1,896.2 1,685.4 2013 2014 Assets 30 2013 2014 Equity and Liabilities Business Development and Position of the Group At €6,666.5 million (previous year: €5,872.6 million), the total assets of the Freudenberg Group increased by €793.9 million. The rise in the balance sheet total is attributable among other things to the increase in non-current assets, particularly as a result of the acquisition-driven increase in intangible assets and the positive change in participations consolidated by the equity method. The significant €429.3 million increase in current assets to €2,818.6 million is chiefly attributable to the increase in securities and cash at bank and in hand – as a result of the appreciable rise in free cash flow – and the rise in receivables as a result of positive business development. Equity and liabilities items are explained in the chapter “Capital structure“ of the Group Management Report. Investments Investments in intangible assets, tangible assets and investment properties rose during the year under review to a total of €271.6 million (previous year: €229.3 million) and were therefore higher than depreciation of €254.7 million. In terms of Freudenberg Group sales, this corresponds to an increase in the investment rate from 4.1 percent in the previous year to 4.5 percent in 2014. The center was opened as part of a multi-year investment plan for China. €79.1 million (previous year: €74.1 million) were invested in Germany, among other things in a large administrative building at Weinheim industrial park, or in production halls and plant infrastructure at the Oberwihl location. Furthermore, an on-site day care center for children was opened at Weinheim industrial park in November, thus making an important contribution to the work/life balance for parents. Investments planned for 2015 are likely to be financed from cash flow from operating activities and have no major effect on net assets. Summary statement Developments in the assets, liabilities, financial position and earnings position of the Freudenberg Group were stable. On this basis, the Freudenberg Group was able to meet its growth forecast and business targets. The events reported in the chapter “Report on PostBalance Sheet Date Events“ do not change this assessment. The Freudenberg Group invested worldwide and investment in almost all regions was higher than the previous year. Major projects in 2014 included a production location for Freudenberg Chemical Specialities in Valinhos, Brazil, and a new research and development center for Freudenberg Chemical Specialities in Qingpu, China. 31 HUMAN RESOURCES In our internal reporting – where the joint ventures are consolidated on a pro-rata basis – the headcount as at December 31, 2014 was 40,456 employees (previous year: 39,897). Based on the equity consolidation method for joint ventures, the Freudenberg Group employed 34,030 employees (previous year: 33,245). Personnel expenses increased to €1,811.8 million (previous year: €1,727.9 million). Overall, headcount development was positive on the back of continued dynamic growth. The headcount rose in Germany to 9,647 (previous year: 9,538), in Europe (excluding Germany) to 8,592 (previous year: 8,375), in Asia to 6,441 (previous year: 6,231), and in North America to 7,484 (previous year: 7,200). Vocational training at Freudenberg In 2014, 142 young people (previous year: 170) began their vocational training at Freudenberg‘s German companies. The decline in the number of vocational trainees is chiefly due to changes at Freudenberg Sealing Technologies. In previous years the Business Group trained in excess of its requirements at the Weinheim location and realigned the number of vocational trainees accordingly. In total, 511 people were training at Freudenberg in Germany as at December 31, 2014. The spectrum ranges from a two-year commercial or technical apprenticeship to dual studies at a university of cooperative education. Freudenberg has acquired a reputation for the high standard of its vocational training, as is confirmed by the fact that companies located in the vicinity of Freudenberg operations send their young people to Freudenberg for training. 32 Freudenberg drafted a concept for a modern, new vocational training center in Weinheim. The center will be based on the latest educational practice and will be fitted with state-ofthe-art technical equipment in order to safeguard excellent vocational training for the future. Freudenberg invests in vocational training at several locations as is illustrated, for example, by EagleBurgmann Germany GmbH & Co. KG. Industrial mechanics, technical product designers and industrial clerks receive skilled training in Wolfratshausen. Human Resources WORKFORCE BY REGION (AS AT DEC. 31, 2014) At-equity Pro-rata North America 7,484 Africa/Australia 411 North America 8,343 Africa/Australia 432 South/Central America 1,455 Asia 6,441 South/Central America 1,773 Asia 8,775 Europe (excluding Germany) 8,592 Germany 9,647 Talent Management Competition to recruit the best minds is one of the biggest challenges facing any company. Freudenberg‘s response to this challenge is excellent talent management: Group-wide development programs for top management Group-wide development programs for the top two management levels below the Board of Management were launched at Freudenberg during the year under review. Both the Strategic Leadership Program and the Business Leadership Program are key elements of the global talent management process and bring together employees from the various Business Groups. The objective is to create a network for top management throughout Freudenberg in order to meet the demands of increasing internationalization and to respond to market change. What is needed are international teams who share knowledge with one another, thus developing new ideas and solutions. Both programs are being implemented in cooperation with the internationally acknowledged INSEAD Business School, Fontainebleau, France. Europe (excluding Germany) 10,597 Germany 10,536 FLDP alumni organizations are to be established in the regions to maintain the momentum of the network. Such organizations have already been set up in China and Europe, where several network meetings or FLDP alumni days were held with extremely positive feedback. In addition, regional talent dialogues aimed at supporting management talent across all Business Groups were set up in all regions in 2014. These meetings serve to discuss Group-wide development perspectives for identified regional management talent. Freudenberg also expanded the functional talent dialogue which is designed to develop specialist talent. Freudenberg Academy is the name given to a concept addressing the development of a corporate university for the Freudenberg Group to support collaboration among the academies run by individual Business Group. Two key elements of this concept are the Learning Management System, which is to be rolled out in 2015, and the Freudenberg Training & Development Forum, which took place for the first time in 2014. Freudenberg Leadership Development Program The Freudenberg Group offers leadership training for management talent in all regions. During the year under review, Group-wide development programs featuring standardized content were introduced for management talent as part of the Freudenberg Leadership Development Program (FLDP). The target group is young managers who have either just embarked on their first management tasks or are about to do so. 33 FREUDENBERG GROUP WORKFORCE BY REGION 11,000 9,538 At-equity 9,647 9,000 8,375 8,592 7,200 7,000 7,484 6,231 6,441 5,000 3,000 1,485 1,455 1,000 0 416 Germany Europe (excluding Germany) North America South/Central America 2013 2014 Africa/ Australia Regional activities South America Europe The Freudenberg Leadership Development Program for middle management launched in 2010 was again implemented in the year under review with 24 employees taking part. To date, a total of 102 managers have successfully completed this training. Two FLDP events were held in 2013, one in English and one in German; from 2014 onwards, English became the language of both events, which bring together participants of different nationalities and from different functions and Business Groups. Under the scheme comprising five modules, participants have the opportunity to network and gain experience with intercultural project work. In Germany, Freudenberg opened an on-site day care center at its headquarters in Weinheim. The Group is thus making an important contribution to the work-life balance for parents. North America The second Leadership Program for young potentials began in 2014. 19 young managers from different cultural backgrounds came together to learn how to prepare for future management tasks. The program focused in particular on encouraging diversity. In addition, Freudenberg launched a further round of the mentoring program to develop young potentials introduced a few years ago. 20 mentors, executives from various functions, guide their protégés for a period of one year, supporting their personal development and broadening their network. The young potentials also learn more about the diversity of the Freudenberg Group in North America which strengthens their bond with the company. 34 Asia 411 Managers from all Business Groups in Brazil, Argentina and Chile attended an innovation workshop in February 2014. Moderated by a well-known Brazilian management school, the managers drafted strategies to raise innovation capabilities and implement these capabilities in the region. China and Asia The Freudenberg China Talent Summit, a two-year program for middle management talent in China, was first introduced in 2006. Participants now also include management talent from Thailand, South Korea and Vietnam, and the scheme, which has now been renamed Freudenberg Leadership Development Program Asia, continues to comprise intensive training modules and challenging project work, and is supported by international managers from Freudenberg. During the year under review, 23 employees from seven Business Groups were trained as Cross Culture Ambassadors under a pilot project. The participants from China, Taiwan, Japan and Germany learnt about the different value systems and communication behaviors of different cultures and formulated openings for achieving more effective cooperation. Human Resources FREUDENBERG GROUP WORKFORCE BY REGION 11,000 10,382 10,536 10,186 10,597 9,000 Pro-rata 8,042 8,989 8,343 8,775 7,000 5,000 3,000 1,000 0 1,870 1,773 428 Germany Europe (excluding Germany) North America South/Central America Asia 432 2013 2014 Africa/ Australia The first Lean Management Workshop also took place in 2014. The workshop consisted of six two-day modules which introduced employees from various Freudenberg Business Groups to lean management methods. A total of 18 participants received a “Lean Green Belt“ certificate. India Talent management in India consists of a combination of management development, retaining talent by offering individual training schemes at various levels, and recruiting new talent from leading business schools in India. 38 talents have so far participated in two Leadership Development Programs in India. This scheme was revised during the year under review and adapted to cover the standard content for Freudenberg Leadership Development Programs. It will take place again in 2015 under the aegis of an external training company. The participants were selected during the regional talent dialogue which took place in early January 2015. The Freudenberg India Entrepreneurial Leadership Development Program remains the key measure for recruiting talent from the best business schools in India for Freudenberg. The objective is to enroll outstanding graduates from all disciplines in order to increase the number of potentials for future management tasks. 35 Corporate Responsibility The priority goals of the Freudenberg Group are the avoidance of all accidents, preventive health care, and reducing the impact of business activities on the environment. ENVIRONMENTAL PROTECTION, OCCUPATIONAL HEALTH AND SAFETY since 2011. The transparency brought by this process has already led to a series of improvement projects such as the two outlined below: Management systems The introduction of management systems relating to occupational health and safety (OHSAS 18001) and environmental protection (ISO 14001 or EMAS) continued in the 2014 financial year. 86 percent of Freudenberg Group production facilities now operate an occupational health and safety management system pursuant to OHSAS 18001 and 87 percent of Freudenberg Group production sites operate an environmental management system pursuant to ISO 14001 or EMAS. Demographic change and the associated age-related diseases are causing a rise in the sickness absence rate at several sites. In response to this situation the Freudenberg Group has, for example, developed a health program featuring health checks, sport during work breaks, and changes in the canteen menus. In France, Freudenberg Filtration Technologies introduced a project about managing stress at the workplace. Interactive training sessions and workshops help employees to develop anti-stress mechanisms. Investments Occupational safety In the year under review, direct investments in occupational health and safety amounted to €12.0 million (previous year: €10.6 million). Direct investments in environmental protection amounted to €1.8 million (previous year: €2.8 million). The share of direct investments in environmental protection, occupational health and safety in total investments in tangible assets, intangible assets and investment properties amounted to 5.1 percent (previous year: 6.9 percent). Preventive health care The Group further expanded preventive health care management in the year under review. Various programs implemented Freudenberg‘s health care principles throughout the company. Internal surveys on health care infrastructure served to identify improvement potential and define corresponding measures. Health care performance indicators, such as the sickness rate, have been recorded 36 Occupational safety measures focus on changing the behavior of all employees. One example of these efforts is the numerous projects implemented under the “We all take care“ environmental protection and occupational health and safety initiative. Trainers and apprentices at the Freudenberg Service Training Workshop have, for instance, jointly developed a concept that enables apprentices to systematically inspect their working environment for hazards. Each of the apprentices becomes a safety observer for a one-week period. They are tasked with checking the work of the other apprentices in their group for potential risks and ensuring their safety during the week they are on safety duty. The LDI rate (LDI is the acronym for Lost Day Incident) used by Freudenberg in its internal reporting is based on the pro-rata consolidation of the joint ventures. On this basis, the LDI rate in 2014 was 2.7, representing a further Corporate Responsibility The Freudenberg Group signed the United Nations Global Compact in January 2014. This is a voluntary corporate responsibility initiative to align operations to values and sustainability. The Group published its first Communication on Progress report in August 2014. The report describes how the company brings the ten Global Compact principles on human rights, labor, environmental protection and anti-corruption to life. improvement on the previous year (3.3). This indicator is regularly made available to the Board of Management and therefore serves as a non-financial key performance indicator for the Freudenberg Group. The LDI rate measures all accidents at work involving at least one day‘s absence per 1,000 employees. Based on the equity consolidation method for joint ventures, the LDI rate was 2.7 (previous year: 3.4). In terms of the standard for manufacturing companies, the Group therefore achieves first-class occupational safety. From 2015, the non-financial key performance indicators used for internal reporting are being redefined. The indicator that will be used from the beginning of 2015 will be LDI-FR (“Lost Day Incident – Frequency Rate“). Unlike the LDI rate formerly used for reporting purposes, the LDI-FR measures accidents at work involving at least one day‘s absence per million working hours. In the year under review, the LDI-FR was 1.4 (previous year: 1.8) based on the pro-rata consolidation method for joint ventures, and 1.5 (previous year: 1.9) based on the equity consolidation method for joint ventures. The Business Groups address the ecological and social impact of their products. New product development at Freudenberg Home and Cleaning Solutions, for example, involves a stage gate process that factors in sustainability aspects. New products must perform better than their predecessors. The strict emission limits for automotive engines call for new technical solutions - from fuel injection to exhaust aftertreatment. The new BlueSeal seal ring from Freudenberg Sealing Technologies is designed for use in high-pressure pumps. This patented technology weighs 25 percent less than a conventional seal and requires only half as much installation space. In the field of vibration control technology, Freudenberg Schwab Vibration Control has developed HALL 2.0, a new hydraulic axle guide bearing. With the help of path sensors, cameras and GPS data, it keeps trains on track. The result is a safer ride, less wheel and rail wear, less noise and lower energy consumption. Energy management The total number of accidents resulting in at least one day‘s absence from work during the year under review was 95 (previous year: 111). At six, the number of serious accidents was on a par with the previous year. Environmental protection Numerous products manufactured by the Freudenberg Group help customers achieve efficient and sustainable resource management. Internally, Freudenberg fosters this approach, both during the manufacture of products and with regard to the design of new buildings and the modernization of existing ones. Many site projects and Business Group initiatives oriented to the Freudenberg HSE (Health, Safety and Environment) guideline focus on sustainable energy use with a view to reducing the environmental impact of business activities. Energy managers have begun their work at many Business Groups and initiated numerous improvements to existing plants such as heating systems, compressors, ventilation and steam generation units. A growing number of Freudenberg sites is introducing energy management systems, some certified to DIN EN ISO 50001, in order to achieve a sustainable reduction in 37 energy consumption. Freudenberg Sealing Technologies, for example, has begun conducting energy audits at its German sites. Some facilities received certification during the year under review. Furthermore, in cooperation with other Business Groups, other potential was identified and joint projects to increase energy efficiency were initiated. Key data In 2014, Freudenberg consumed 1.6 million megawatt hours of energy (previous year: 1.6 million megawatt hours). The break-down by sources of energy is as follows: Outsourced energy supplies (power, steam and district heat generated outside Freudenberg; 0.99 million megawatt hours) Natural gas (0.57 million megawatt hours) Fuel oil (0.03 million megawatt hours) This energy consumption of 1.6 million megawatt hours translates into costs totaling approximately €125 million. Energy costs accounted for 2.1 percent of total sales (previous year: 2.2 percent). There was one event with a significant environmental impact in 2014 (previous year: one event): A fire broke out in the heat treatment furnace section of the Freudenberg Sealing Technologies facility in Kufstein, Austria. The production building was evacuated immediately. The fire was soon brought under control. No one was injured. Employees were able to return to work after two hours. 38 Social responsibility Social responsibility is in Freudenberg‘s DNA. The “Responsibility“ Guiding Principle, part of the Group‘s corporate values, states: “Our company and its family shareholders together are committed to protecting the environment and being responsible corporate citizens in all countries and communities where we do business.“ This commitment goes back to the company‘s founder Carl Johann Freudenberg and is brought to life today by the Group‘s employees all over the world. In 2014, many of the Group‘s companies, sites and employees worldwide again engaged in local projects and initiatives - focusing above all on environmental protection and the education of children and young people. The spectrum ranges from small actions in the direct neighborhood to complex projects. Regardless of the scale, all of these activities have one thing in common: they are tailored to suit local needs and usually involve the engagement of local Freudenberg employees. In addition, numerous internal assistance and support programs are available to the Group‘s own employees. Furthermore, Freudenberg largely implements the rules of the German Corporate Governance Code on a voluntary basis. Corporate Responsibility In 2014, Freudenberg organized the first Service Day in North America. On September 26, employees in more than 50 locations in Canada, the USA and Mexico donated food, organized blood drives, visited local senior centers and supported schools or educational programs – thus practicing social responsibility in their neighborhoods in many different ways. Another success story is the “Learn to Transform“ educational program in Brazil, where the Diadema site of Freudenberg Sealing Technologies organizes free, sixmonth pre-vocational training courses for young people from low-income families. The following two examples illustrate the long-term nature of the local projects: Freudenberg gives young people the opportunity to complete dual study courses to qualify as welders, plumbers, engine mechanics and machine fitters at a nonprofit training center in Nagapattinam in the Indian state of Tamil Nadu south of Chennai opened in 2009. The Nagapattinam region, with a population chiefly comprising low-income agricultural workers and fishermen, was very hard hit by the tsunami in 2004. An elementary school was rebuilt with Freudenberg’s help and opened in 2009 in Haijin, a village in Sichuan province, China, almost completely destroyed by an earthquake in May 2008. The building provides some 300 students with the right setting for a successful start to their education. Freudenberg employees visit the school each year and organize various activities such as the summer school project, extra tuition and a Christmas party. In the meantime the first children have graduated from the elementary school. “Freudenberg Help“, the association established specially for the elementary school project, is therefore continuing its assistance and supporting students in Haijin - both financially and personally - as their education progresses. TANNER, Freudenberg‘s youth exchange program, celebrated its 15th anniversary in 2014. Freudenberg offers its employees‘ children worldwide the opportunity to encounter different cultures, to broaden their horizons and to learn for life. Over the past 15 years almost 1,000 young people have traveled the globe with TANNER. In the process, the young participants, their parents and their host families have gained a stronger sense of belonging to the global Freudenberg community. Since 1984, Freudenberg Stiftung has been promoting long-term structural change and contributing to more inclusion, education and democracy with its programs. As a nonprofit limited company, the foundation is a shareholder of Freudenberg & Co. KG - albeit with no voting rights. All projects focus primarily on children and young people and their social, language, educational and vocational integration. Enactus, the world‘s largest student organization, focuses on social and ecological projects. The Freudenberg Group has been a committed Enactus partner for over ten years. In 2014, the team from the University of Mannheim became the Enactus National Champion in Germany. The winning team from the “city of squares“ is mentored by Cornelius Bossers from Freudenberg Home and Cleaning Solutions. Apart from these initiatives, the Freudenberg Group will be launching a new program to strengthen social commitment in 2015. Initially, the initiative with funding of €10 million will run for five years. The objective is to support and maintain projects that serve to promote education and environmental protection. 39 Energy storage from the clean room Find out more here 40 Freudenberg Innovation Award 2014 finalist Modern dual-clutch, direct-shift gearboxes represent the state of the art in transmissions. One small but vital component is the hydro-mechanical piston accumulator manufactured by Freudenberg Sealing Technologies. It enables silky-smooth gearshifts, even if the oil pump is not running. To ensure that this function continues throughout the car’s lifetime, the piston accumulator’s high-precision components are assembled by robots in a clean room. Even a single speck of dust could cause the gas reservoir to leak and render the piston accumulator inoperable. 41 REVIEW OF OPERATIONS BY BUSINESS AREA The Freudenberg Group‘s four Business Areas – Seals and Vibration Control Technology, Nonwovens and Filtration, Household Products, and Specialties and Others – focus on long-term, sustainable and profitable growth. In partnership with its customers, Freudenberg harnesses its high technical expertise and enormous innovative strength to constantly improve its products, thus making an important contribution to helping customers solve the challenges they face. SEALS AND VIBRATION CONTROL TECHNOLOGY BUSINESS AREA In the 2014 financial year, the Seals and Vibration Control Technology Business Area comprised the following five Business Groups: F reudenberg Sealing Technologies Freudenberg Oil & Gas Technologies EagleBurgmann elix Medical H TrelleborgVibracoustic In 2014, roughly three quarters of sales in this Business Area were generated by the automotive industry and the mechanical and plant engineering industry. Sales in this Business Area rose to €4,028.3 million (previous year: €3,803.7 million). The headcount at year-end rose to 27,067 (previous year: 26,917). Freudenberg Sealing Technologies of Freudenberg Sealing Technologies with effect from January 1, 2014. The Business Group grew sales in the year under review to €2,103.3 million (previous year: €1,958.6 million). The increase is attributable to organic growth and acquisitions. The operating result also improved year-on-year. This positive trend is chiefly due to higher sales volumes and appreciable increases in productivity as well as acquisitions. Annual figures Prior-year figures have been adjusted to take account of the integration of the former independent Business Groups NOK-Freudenberg Group China, Freudenberg Schwab Vibration Control and Dichtomatik under the roof 42 Freudenberg Sealing Technologies had a headcount of 14,906 as at December 31, 2014 (previous year: 15,366 employees). Business development 2014 was a very successful financial year for Review of Operations by Business Area The sales data for joint ventures used by Freudenberg in its internal reporting are based on the pro-rata consolidation method. The sales and workforce data in the chapter entitled “Review of Operations by Business Area“ are presented on a pro-rata basis. In the consolidated financial statements, however, the 50:50 joint ventures are consolidated by the equity method. Sales and workforce data as well as assets and liabilities items are therefore not taken into consideration. This primarily concerns the Freudenberg Sealing Technologies, TrelleborgVibracoustic and enmech Business Groups. Freudenberg Sealing Technologies. Developments in almost all regions and market segments were positive. All units reported growth. The largest increase in sales by the Business Group came from China. Europe and North America also made a substantial contribution to sales growth. As far as regional activities in the year under review were concerned, Freudenberg Sealing Technologies continued to focus on China and India, where there are still significant growth opportunities for the future. In China, demand in the automotive sector was particularly strong, but there was a noticeable upswing among industrial customers in the country as well. In contrast, the market in Brazil, where the macroeconomic situation led to a downturn in sales above all in the automotive sector, proved challenging. Key events The integration of seals and vibration control technology business operations under the roof of Freudenberg Sealing Technologies – part of the Freudenberg Group‘s organizational realignment – was completed in 2014. Business in America, Europe and India was already combined in Freudenberg Sealing Technologies back in 2011. Business in China was added in the year under review with the integration of the NOK-Freudenberg Group China joint venture which is co-led by Freudenberg Sealing Technologies and NOK Corporation. The two companies are jointly intensifying the market presence and systematically expanding the product portfolio. In the past, activities in China focused on the automotive business. Going forward, the Business Group is to devote greater attention to serving the industrial sector, extending the product offering to cover industrial applications. The former independent Business Groups Freudenberg Schwab Vibration Control and Dichtomatik were also integrated in 2014. This brings numerous advantages for customers. Freudenberg Schwab Vibration Control can make use of the efficient administration processes at Freudenberg Sealing Technologies, and is thus in a position to concentrate fully on the market and leverage its potential even more effectively, for example with reference to rail technology or the manufacturers of construction and agricultural machinery and tractors. Dichtomatik has also been successfully integrated in Freudenberg Sealing Technologies. Dichtomatik is Freudenberg‘s sales organization in the market for technical seals. The company is a global organization and excels in logistics, service and purchasing. This integration creates synergies in purchasing and logistics, thereby freeing up resources for investing in growth. Activities undertaken by Freudenberg Sealing Technologies to further strengthen its global presence and expand its product portfolio included among other things the acquisition of Tobul Accumulator Incorporated. Tobul is a world-class developer and manufacturer of hydraulic accumulators. The family-owned company has sites in Bamberg, South Carolina, USA, and Houston, Texas, USA, and employs some 120 people. Tobul Accumulator Incorporated manufactures products such as piston and bladder accumulators for industrial applications and therefore ideally complements the existing portfolio. The focal points lie in the market segments energy/oil & gas, mining as well as fluid power in North and South America. 43 Freudenberg Sealing Technologies 2013 Sales [€ million] 1,958.6 2014 2,103.3 Workforce 15,366 14,906 Freudenberg Sealing Technologies also made investments at sites in the year under review. €4.3 million were spent on expanding production capacity at the facility in Kecskemét, Hungary. The production area has been increased by 30 percent. This project brought improvements in many respects, such as material flow and safety standards. A new distribution center combining the two existing warehousing facilities in Pinerolo and Verona was built in Pinerolo, Italy. Freudenberg Sealing Technologies is investing €1.8 million in the site infrastructure to improve the supply chain. A further €5.8 million was invested in production halls and plant infrastructure at the German site in Oberwihl. Total investment at the site amounts to €9.8 million, and the measures to expand the production area under this project are scheduled for completion within three years. The Oberwihl facility, which has been in existence for more than 60 years, mainly produces O-rings for industrial and automotive customers. Innovation is a key element of corporate philosophy at Freudenberg Sealing Technologies and is pursued consistently and systematically. Product, material and process competence are decisive factors in a structured innovation process. Freudenberg Sealing Technologies‘ achievements in this field were recognized in October 2014, when the Business Group was presented with the TOP Innovation Award of the F.A.Z. Institute for the first time. In the quest to use less material while not comprising on performance, Freudenberg Sealing Technologies has developed a new solution for press-in-place seals: thanks 44 to its unique design, the Curve Gasket achieves a perfect seal, uses less material and its improved performance allows automobile manufacturers and automotive suppliers to design smaller, lighter engine components, thus reducing the total vehicle weight. The seal is one of the products in the Low Emission Sealing Solutions (LESS) line which is becoming increasingly relevant for trucks and buses. The stringent emissions limits for engines in the automotive field call for new technical solutions – covering everything from fuel injection to exhaust after-treatment. The new BlueSeal seal ring is designed for use in high-pressure pumps. This patented technology weighs 25 percent less than a conventional seal and requires only half as much installation space. Due to its additional metal carrier, the BlueSeal seal ring is mechanically resistant to high pressures and resists aggressive substances due to the PTFE material. It also significantly reduces friction. In the field of vibration control technology, a new hydraulic axle guide bearing – HALL 2.0 – was developed and showcased at Innotrans in Berlin in September. HALL 2.0 keeps trains on track with the help of path sensors, cameras and GPS data, resulting in a safer ride, less wheel and rail wear, less noise, and lower energy consumption. The demands placed on the components of a wind turbine are enormous. Among other things they must be able to withstand extreme weather conditions, lubricants, and ozone. The newly developed Radiamatic R 55 radial shaft seal has been designed with an integrated deflector lip that protects wind turbine systems against harsh environment elements and eliminates the need to use a second seal – a common practice in existing wind systems. Apart from eliminating the expense associated with a second seal, Review of Operations by Business Area another advantage of this system is that it can be installed in tight spaces. Material competence is a key success factor for Freudenberg Sealing Technologies. Thanks to an innovative combination of two different polyurethanes, the advantages of the new rod seal HDR-2C include special extrusion stability in the high-pressure range and great flexibility down to a temperature of –50°C. Applications include hydraulic cylinders in construction machinery. Profile: Freudenberg Sealing Technologies is a supplier, development and service partner for customers in different market segments, such as the automotive industry, civil aviation, mechanical engineering, shipbuilding, food and pharmaceuticals, and agricultural and construction machinery. Based on the Simmerring® which was developed by Freudenberg in 1929, Freudenberg Sealing Technologies has built up a broad and continuously expanding range of seals and vibration control technology products – from customized solutions to complete sealing packages. Together with its partner NOK Corporation, Japan, Freudenberg Sealing Technologies forms a global network with the aim of offering products of the same high quality. NOK-Freudenberg Group China is a 50:50 joint venture between the Japanese NOK Corporation and Freudenberg. In addition, Schwab Vibration Control, Dichtomatik and Corteco also come under the Freudenberg Sealing Technologies umbrella. Schwab Vibration Control is a leading supplier of technology for vibration control components and systems for rail vehicles, wind energy solutions, agricultural and construction machinery and other industries. Dichtomatik is Freudenberg’s sales organization in the market for technical seals. Corteco is the Freudenberg Group specialist for the independent automotive aftermarket specializing in spare parts for seals and vibration control as well as service parts such as cabin air filters. Products and services Simmerrings, diaphragms, high-precision molded parts, bellows, dust boots, hydraulic accumulators, O-rings, seals for hydraulic and pneumatic applications, frame gaskets, silicone seals, shock absorber seals, valve stem seals and various special seals; sealing packages for engines, gearboxes, brakes, axles and steering systems; rubber, plastic and PTFE components for suspensions; special seals for electrical and fuel systems; sealing solutions for special applications; vibration control components and systems for rail vehicles, energy generation, agricultural and construction machinery and other industries Production locations Austria, Brazil, Canada, China, Czech Republic, Estonia, France, Germany, Hungary, India, Italy, Mexico, Spain, Turkey, UK, USA Freudenberg Sealing Technologies GmbH & Co. KG 69465 Weinheim | Germany Phone:+49 6201 80-6666 Fax: +49 6201 88-6666 E-mail:info@fst.com www.fst.com 45 Freudenberg Oil & Gas Technologies 2013 Sales [€ million] 140.4 2014 153.2 Workforce 690 753 Freudenberg Oil & Gas Technologies return to the level of the first half of 2014 in the foreseeable future. The Business Group continued to focus on specific market segments in the year under review as it set its sights on becoming the leading supplier of advanced sealing solutions and differentiated sealing products for the oil and gas industry. Key events Annual figures Freudenberg Oil & Gas Technologies generated sales of €153.2 million in 2014 (previous year: €140.4 million). At year end 2014, the Business Group had a headcount of 753 (previous year: 690 employees). Business development Market conditions for Freudenberg Oil & Gas Technologies at the beginning of the year were characterized by high production activity and stable oil prices worldwide. The second half of 2014 saw increasing excess supply on global oil markets which led to a noticeable drop in the oil price. Following their meeting in November 2014, the OPEC countries (OPEC is the acronym for the Organization of the Petroleum Exporting Countries) stated their resolve not to throttle back production in order to boost prices as they had done in the past. As long as OPEC continues with this strategy, or as long as demand for oil does not increase significantly, the oil price is unlikely to 46 During the year under review, Freudenberg Oil & Gas Technologies successfully concluded the integration of the Vector Technology Group acquired in 2013. To that end, the Business Group invested in new and existing Vector plants. In 2014, Freudenberg Oil & Gas Technologies built a new facility in Port Talbot, UK, which will manufacture the Vector product line which includes patented metal-to-metal seal technology and high-integrity connector products for offshore and subsea applications. There has been a strong increase in demand for Vector products in recent years beyond the capacity of the three existing plants on the Baglan Industrial Estate in Port Talbot. Therefore, Freudenberg invested in a new facility where the three original Welsh plants could be combined into one. This move benefits the Business Group with greater operational efficiencies, a significant investment in new CNC machining capabilities, and additional testing and R&D capabilities for the global Vector product line. The project is backed by funds of just under €4 million from the Welsh Government. Overall, Freudenberg will be investing some €14 million in the new facility. During the year under review, Freudenberg Oil & Gas Technologies also invested in the site at Houston, Texas, USA, where existing molding machines were replaced by new ones. This new equipment not only increases productivity but Review of Operations by Business Area also has a positive impact on occupational health and safety and environmental protection. In November 2014, the Freudenberg Oil & Gas Technologies manufacturing location for petroleum elastomers in Houston received the API 16A license for the manufacture of annular packing units for drilling operations and blowout preventers (BOPs). Only a few sealing technology providers have received this license. The license places Freudenberg Oil & Gas Technologies on an equal footing with major OEMs of annular packing units. The products manufactured under the API 16A license use internally developed proprietary elastomers and are marketed and sold under the brand name of WellProtek™. In 2014, the Business Group again continued its work on key projects with major customers. Material and product tests were performed at the special laboratory of Freudenberg Oil & Gas Technologies in Houston. These lab tests set the Business Group apart from its competitors and reinforce its good market reputation. Profile: Freudenberg Oil & Gas Technologies provides innovative sealing solutions and differentiated sealing products to the global oil and gas industry. The Business Group focuses on solutions for applications in the upstream segment, i.e. exploration and production, such as the markets for drilling/BOP (pressure control) products, wellhead equipment, fracturing services, offshore oil and gas platforms, flow lines and subsea installations. With some 750 employees, Freudenberg Oil & Gas Technologies serves a wide range of customers including oil and gas producing companies, original equipment manufacturers (OEMs) and engineering and service companies that provide technologies, equipment and services for pro-ducing oil and gas from land-based and offshore platforms throughout the world. Freudenberg Oil & Gas Technologies has its own materials development and product testing lab where new materials and solutions are developed and tested. Products and services Elastomer O-rings and specialty seals, ram and annular blowout preventer seal elements and seal kits, engineered thermoplastic seals, seal stacks and assemblies, standard and proprietary metal seal gaskets, spiral wound gaskets, and sheet gaskets, Vector SPO® Compact Flanges, Vector Techlok® Clamp Connectors and ROV-operated Vector Optima® Subsea Connectors Locations Australia, Brazil, Canada, Malaysia, Norway, Singapore, United Arab Emirates, UK, USA Freudenberg Oil & Gas Technologies 10035 Brookriver Drive, Suite 400 Houston, Texas 77040 | USA Phone:+1 281 233-1400 Fax: +1 281 894-5232 E-mail:info@fogt.com www.fogt.com 47 EagleBurgmann 2013 Sales [€ million] 760.1 2014 765.8 Workforce 5,881 5,908 EagleBurgmann as planned. There were also the first tentative signs of recovery in the mechanical seals market in China. Market conditions in Japan, on the other hand, remained subdued as investment projects to optimize the power station infrastructure came to an end. Against this macroeconomic backdrop EagleBurgmann recorded an increase in orders in Europe, Middle East, America – primarily South America – and South East Asia. Order levels in Russia fell as the crisis there escalated further and some states imposed extensive sanctions. Annual figures EagleBurgmann sales in the 2014 financial year ran at €765.8 million (previous year: €760.1 million). Negative exchange rate effects, particularly with reference to the Japanese yen, had a significant impact on EagleBurgmann‘s sales. A focus on final-user business and selective investments in the international project business lifted the operating result. The headcount at December 31, 2014 was 5,908 (previous year: 5,881 employees). 48 Furthermore, the Business Group systematically continued with its established cost and liquidity management in the year under review. Key events The expansion joints unit won a major order in 2014 for delivery in 2015. Following the relocation of production at EagleBurgmann KE, Inc., Hebron, Kentucky, USA, a subsidiary of EBI Atlantic AIS, Vejen, Denmark, to the new location in Lakeside, California, USA, this order resulted in high capacity utilization. Business development In addition, EagleBurgmann also won the tender for the “Nghi Son” international refinery project in Vietnam. This project will significantly increase the Business Group‘s market penetration in Vietnam. Developments in the Business Group‘s markets became increasingly positive as the 2014 financial year progressed. In India in particular, market conditions recovered after the parliamentary elections as infrastructure investment in the energy and refinery sector resumed EagleBurgmann is seeking to respond to customer needs even more effectively and to meet the shorter delivery times expected by the market. To achieve that, processes were optimized further with a view to improving the process chain from receipt of the customer‘s order through to Review of Operations by Business Area delivery. Another key issue was the centralization of order activities and order acceptance. ERP (enterprise resource planning) has now been rolled out at the main production sites in Germany and Japan. Profile: EagleBurgmann figures among the internationally leading companies for industrial sealing technology. The Business Group manufactures and markets a broad range of highquality products – from individual designs right through to large-batch productions, irrespective of whether these are highly complex dynamic seal systems such as mechanical seals and supply units or special gaskets for a diversity of applications and sectors of industry. A workforce of around 6,000 employees in about 70 subsidiaries develops and produces EagleBurgmann seal solutions which customers around the world can rely on. A close-knit global sales and service network testifies to an international presence and customer proximity. The products are installed wherever safety and reliability are major design considerations when sealing demanding mediums under the most challenging technical conditions, for example in the oil and gas, refinery, chemical, pharmaceutical, energy, food processing, paper, water, shipbuilding, aerospace and mining industries. Production locations Austria, Brazil, China, Denmark, Germany, India, Italy, Japan, Mexico, Turkey, USA EagleBurgmann Germany GmbH & Co. KG Äußere Sauerlacher Straße 6–10 82515 Wolfratshausen | Germany Phone: +49 8171 23-0 Fax: +49 8171 23-1214 E-mail:info@eagleburgmann.com www.eagleburgmann.com Products and services Mechanical seals, gas lubricated seals, carbon floating ring seals, magnetic couplings, seal supply systems, stuffing box packings, flat gaskets, expansion joints, TotalSealCare® Services; environmentally compatible solutions, standardization of sealing systems and application testing; after-sales service with assembly, commissioning, repair and damage analysis, sealing technology seminars and practical training 49 Helix Medical 2013 Sales [€ million] 104.8 2014 116.4 Workforce 849 990 Helix Medical Key events The Business Group developed proprietary technologies in strategic areas, i.e. technologies where the Business Group owns the intellectual property rights. Examples include improved sealing systems for drug dosage devices, innovative catheter solutions used during surgery, and new voice restoration products. In addition, process technologies such as those used in the manufacture of braided reinforced tubing for highpressure applications or extrusion methods with improved error tolerance were refined further. Annual figures Helix Medical grew sales in 2014 to €116.4 million (previous year: €104.8 million). Growth is primarily attributable to projects with major OEMs and higher order levels in strategic areas such as special components, minimally invasive solutions and innovative ear, nose and throat devices. At year-end, the Business Group had a headcount of 990 (previous year: 849 employees). Business development The Business Group serves the majority of the largest and most important global manufacturers of medical devices and instruments. In the USA, Helix Medical‘s largest sales market, approximately eight million Americans signed up for health insurance under the “Patient Protection and Affordable Care Act“. Companies such as Helix Medical, which market technology-based solutions efficiently, will benefit from this development. 50 Major investments included the extension to the building at the facility of VistaMed Ltd., Carrick-on-Shannon, Ireland, in which Helix Medical holds a 50 percent share. The construction project includes a new cleanroom for thermoplastic extrusion and a technical laboratory for product design and development. Helix Medical received FDA approval (US Food and Drug Administration) for two medical device production facilities in the USA and Costa Rica. In 2014, Helix Medical again focused on the integration of MedVenture Technology Corporation, Jeffersonville, Indiana, USA, acquired in 2012. The Business Group concentrated in particular on standardizing processes and methods and was thus able to launch a global ERP system at the first production facility. The Business Group set benchmarks in HSE, winning the internal Freudenberg Safety Excellence Award. Review of Operations by Business Area Profile: Helix Medical is a leading global manufacturer of components for medical devices used in the biotech, healthcare and pharmaceutical industries, as well as in vitro diagnostics. The Business Group runs more than ten medical manufacturing operations located within the USA, Europe, South America and Asia. Helix Medical provides custom manufacturing services for medical devices, components, and subassemblies – from a single component program to turnkey contract manufacturing. In addition to its custom manufacturing operations, Helix Medical also manufactures and markets the HelixMark® brand of platinum-cured silicone tubing and fluid handling components for the pharmaceutical and biotech industries. The medical device division called InHealth Technologies develops and manufactures Blom-Singer™ voice restoration products that are distributed worldwide. Products and services Thermoplastic molding, silicone molding (HCR, LSR), silicone and thermoplastic extrusions, complex diagnostic and therapeutic catheters, assembly, packaging, sterilization, and engineering services Locations China, Costa Rica, Germany, Ireland, USA Helix Medical, LLC 1110 Mark Avenue Carpinteria, California 93013 | USA Phone:+1 805 684-3304 Fax: +1 805 684-1934 E-mail:info@helixmedical.com www.helixmedical.com 51 Diamond coating against corrosion Find out more here 52 Freudenberg Innovation Award 2014 finalist Power plants are highly sensitive. The amount of steam delivered to these systems must bevery precise to ensure that they produce electricity and heat at optimal levels. Feedwater pumps play a central role in achieving this. Their ceramic seals are placed under extreme chemical stress by the feedwater. However, by coating the ceramic rings with an innovative and extremely thin layer of microcrystalline and electrically conductive diamonds, a technology developed by EagleBurgmann, their durability can be vastly increased. A working life of 16,000 operating hours or even more is achievable – at least eight times longer than before. 53 TrelleborgVibracoustic [pro-rata] 2013 Sales [€ million] 839.7 2014 889.6 Workforce 4,131 4,510 TrelleborgVibracoustic Business development Despite continued high competitive pressure, TrelleborgVibracoustic successfully defended its position as the market leader in the field of automotive vibration control technology. The Business Group‘s organic sales growth clearly outperformed the market segment for antivibration solutions. Growth was highest in the Asia/Pacific region, followed by Europe and North America. Brazil was the only country where continued weak demand and declining production at the largest customers resulted in a sharp year-on-year decline. TrelleborgVibracoustic therefore rolled out a restructuring program at its Brazilian plants in order to achieve a swift turn-around in Brazilian business. Annual figures TrelleborgVibracoustic recorded substantial sales growth in the 2014 financial year, with sales totaling €1,779.3 million (previous year: €1,679.5 million), and achieved a noticeably higher operating result compared with the previous year. Based on the 50 percent shareholding, pro-rata sales attributable to Freudenberg amount to €889.6 million (previous year: €839.7 million). The pro-rata headcount for Freudenberg increased to 4,510 (previous year: 4,131 employees). The increase is above all due to the appreciable increase in business in the Asia/Pacific region and the integration of joint ventures in India and Turkey which was completed in 2014. 54 Order development was generally positive. Apart from new orders for global platforms, the company was particularly successful in winning orders for innovative vibration control solutions in emerging markets. Jaguar Landrover will be using air springs from TrelleborgVibracoustic in one of its SUVs for the first time, introducing this technology in the new Evoque XL. Start of production is scheduled for 2016. The customer was impressed by the cross-axial bellows design, the first time this design has been used in the automotive sector. The robust technology ensures particularly high driving comfort. Series production of the Porsche Macan, which features the first air spring for the compact SUV segment – a TrelleborgVibracoustic development – also got off to a very successful start. After a development time of just Review of Operations by Business Area two-and-a-half years, the result is best-in-class handling with excellent comfort, regardless of loading conditions. Furthermore, the Engine Mounts Business Area established itself with Jaguar Landrover as sole supplier for all engine mount systems for the Evoque, Freelander, Range Rover and Range Rover Sport models for a ten-year period. Key events TrelleborgVibracoustic began series production of numerous innovations or engaged in promising customer trials involving innovative technologies during the period under review. There have already been several expressions of interest in a new chassis mount made of two different elastomer compounds. This “DualRubber” mount insulates road noise excellently, and controls low-frequency axle vibrations more effectively. A special production process, in which the elastomers are injected simultaneously using two different rubber compounds, is used to manufacture the mount. With its new DualRubber mount, TrelleborgVibracoustic is offering an attractively priced alternative to conventional chassis bushings and more expensive hydraulic mounts. It is also highly suitable for electric cars and hybrids, in which there is no combustion engine to drown out other noises, meaning higher acoustic demands on the chassis. Another innovation theme is the use of plastics to cut costs and reduce weight. TrelleborgVibracoustic already manufactures plastic-design engine mounts for RenaultNissan and the PSA Group (Peugeot) which not only have excellent resistance to corrosion, but also weigh 30 percent less as well as being significantly less expensive than the steel versions. A hydraulic rear axle support bearing with a glass-fiber reinforced laser welded housing, which also weighs 30 percent less than the comparable metal design, was developed for BMW with series production getting underway in 2015. These arguments have also convinced GM, the world’s third-largest auto manufacturer, who will be using TrelleborgVibracoustic’s plasticdesign engine mounts from 2015. The new corporate strategy signed off at the beginning of 2014 lays the foundation for sustained profitable growth. Under this strategy, TrelleborgVibracoustic will not only develop innovative solutions for products, processes and materials as well as comprehensive measures to raise efficiency and cut costs, but also design a portfolio management with the aim of extending the competitive edge, for example through targeted expansion in Asia. TrelleborgVibracoustic doubled production capacity at the Yantai plant in order to meet the needs of customers on the fast-growing Chinese market even more effectively. The Yantai extension was inaugurated in November 2014. Construction of additional production capacity for microcellular polyurethane components is in full swing at the Wuxi facility, which also houses the R&D Center for the Asia/Pacific region. Work on building a production facility in Thailand also commenced. Engine mounts, chassis components and dampers for the Thai market will be manufactured at the Rayong site in close proximity to Ford, Suzuki and other OEMs from the second quarter of 2015. 55 Location changes TrelleborgVibracoustic continued to improve processes and structures and further optimize the global network of development and manufacturing locations in the 2014 financial year in response to permanent competitive pressure and growing demands from customers for competitive prices and quality. Various measures were initiated to improve competitiveness at facilities in Europe in particular, the region with the highest sales where TrelleborgVibracoustic operates a very broad production network. The phased introduction of the “focussed factories“ concept is designed to reduce production complexity and increase efficiency further. Under this concept, sites focus on their core competences; the production program at each location is designed to focus on two business areas. In future, the plants at Martorell, Spain, and NantesCarquefou, France, will concentrate on manufacturing components for the engine mounts and chassis mounts business areas. The German facility in Breuberg is to focus on engine mounts and microcellular polyurethane components, while Neuenburg will concentrate on torsional vibration dampers and various isolators and dampers. In line with the focused factory concept, production programs for other business areas previously served by these facilities will be relocated to other sites in the European production network. The relocation of the production of components for heavy trucks from Forsheda, Sweden, was completed in the period under review. Going forward, this site will focus on manufacturing isolators and dampers. 56 Profile: Trelleborg Vibracoustic is a worldwide market and technology leader for antivibration components and modules for the global automotive industry. The company’s portfolio of products for passenger cars and commercial vehicles is unique on the automotive market. These pioneering products reduce unwanted vibration and noise and improve ride comfort. Products and services Engine mounts, transmission mounts, components for chassis, air springs, torsional vibration dampers, isolators and dampers, MCU (microcellular urethane) jounce bumpers Locations Brazil, China, Czech Republic, France, Germany, Hungary, India, Japan, Mexico, Poland, Romania, Russia, South Africa, South Korea, Spain, Sweden, Thailand, Turkey, USA TrelleborgVibracoustic GmbH 64293 Darmstadt | Germany Phone:+49 6151 3964-0 Fax: +49 6151 3964-444 E-mail:contact@tbvc.com www.tbvc.com Review of Operations by Business Area NONWOVENS AND FILTRATION BUSINESS AREA In the 2014 financial year, the Nonwovens and Filtration Business Area comprised the following Business Groups: Freudenberg Nonwovens Freudenberg Politex Nonwovens Freudenberg Filtration Technologies In total, the Business Area generated sales of €1,279.1 million (previous year: €1,227.9 million) in 2014. At year-end 2014, the headcount was 5,994, compared with a headcount of 5,707 at the close of the previous financial year. The major markets for the Business Area are textile and apparel, automotive, energy, health, horticulture, agriculture, and construction. Freudenberg NONWOVENS and the positive effects of restructuring in the Interlinings Division in Germany. The Business Group‘s headcount at December 31, 2014 was 3,249 (previous year: 3,193 employees). Business development Developments in the Spunlaid Division included among other things a three-year extension to a contract with a global key account; this played a central role in securing future business in this segment. In the USA, Freudenberg Spunweb Company, Durham, USA, reported a record year. Sales growth there was in particular attributable to the automotive and carpet tiles business. Annual figures In 2014, Freudenberg Nonwovens generated sales of €682.7 million (previous year: €660.0 million). Organic sales growth helped offset exchange rate losses. Profitability rose on the back of higher sales, an improved margin Business with Evolon® grew worldwide. In the USA, Evolon® successfuly gained a foothold with car manufacturer Ford and features prominently in sound absorption in the Ford Transit. In the medical technology business, Freudenberg 57 Freudenberg Nonwovens 2013 Sales [€ million] 660.0 2014 682.7 Workforce 3,193 3,249 Nonwovens reported a substantial increase in sales of advanced wound care products in 2014. showed great interest in the R&D project for Lutraflor® automotive carpets. The Interlinings Division recorded moderate growth in Europe, benefiting from market recovery in southern Europe, in particular Italy and Spain. In particular the crisis in Ukraine curbed growth in the second half of the year. Advanced wound care is a future-oriented pillar for Freudenberg Nonwovens. In recent years, new customers have been won and in-house production capacity established and expanded. The goal now is to further extend the product portfolio by adding new technologies. Sales of woven, knit and nonwoven interlinings in the industrial apparel segment rose. The menswear initiative resulted in increased sales of woven and knit products. A series of product innovations contributed to growth in the year under review. The main growth drivers were elastic interlinings and innovative paddings as a substitute for down as well as optimized product positioning in key markets. Vlieseline final user products once again developed very well. Key events Freudenberg Nonwovens increased investment in the Spunlaid Division during the year under review, thus enabling the division to safeguard the development of new products that satisfy growing market demands. Such developments included a bicomponent spunlaid which supports the Freudenberg Filtration Technologies Business Group with its strategy to expand business in automotive intake air filters. Furthermore, the facility in Jacareí, Brazil, which manufactures nonwovens for the hygiene industry was expanded. With regard to spunlaid business in Europe, Freudenberg Nonwovens concentrated on growth in core applications and harnessing new business opportunities in fields such as automotive headliner systems. Furthermore, the market 58 The Business Group acquired Polymer Health Technology Limited, Ebbw Vale, UK, a leading specialist of polyurethane foams for advanced wound care in January 2015. Foam solutions are a key technology in advanced wound care. The hydrophilic foam systems from Polymer Health Technology Limited absorb wound exudate, creating an ideal environment for wound healing. The Business Group acquired the companies which operate the interlinings business of the Hänsel brand from Hänsel Textil GmbH in August 2014. Hänsel is a highquality and innovative interlinings specialist for the international fashion industry. With the acquisition, Freudenberg is extending its position as a global leader in the field of interlinings. At the same time, the transaction gives Freudenberg deeper access to the knit product segment as well as bringing further growth opportunities. The introduction of the innovative “A” adhesive technology during the year under review offers Freudenberg‘s customers high-performance and reliable interlinings. Innovations for the apparel industry included nonwovens with high transverse stretch and no warp fringe. Printed interlinings – interlinings with a customized print – offer Freudenberg’s customers new openings for individualization or branding. Review of Operations by Business Area The Interlinings Division will return to operating as a global division from 2015, bringing together all regions. Global management allows Freudenberg Nonwovens to serve its customers in the global apparel industry more effectively and efficiently. Location changes In New York City, USA, the Interlinings sales office relocated to the historic Garment District in August 2014. That is where all US customers who are active worldwide are located. As part of the organizational realignment of the Freudenberg Group, Freudenberg Nonwovens and Freudenberg Politex Nonwovens, formerly two independent Business Groups, were brought together to form a new Business Group called Freudenberg Performance Materials. As a leading global supplier, Freudenberg Performance Materials offers its customers in markets such as apparel, automotive interiors, building materials, energy, filtration, hygiene and medical innovative, forward-looking solutions. from Freudenberg offer the highest comfort and safety. Freudenberg was one of the first companies to introduce nonwovens on the market and continues to set the global standard with a constant stream of new ideas such as Lutraflor ®, SoundTex ® and Vildona®. Freudenberg Nonwovens operates a global sales network and manufactures at 20 locations worldwide. The company has enjoyed very close cooperation with Japan Vilene Company Ltd., Tokyo, Japan, the Japanese market leader in nonwovens, for many decades. Products and services Interlinings, industrial nonwovens, spunlaid Production locations Argentina, Brazil, China, France, Germany, India, Italy, South Africa, South Korea, Spain, Taiwan, UK, USA Freudenberg Vliesstoffe SE & Co. KG 69465 Weinheim | Germany Phone:+49 6201 80-5009 Fax: +49 6201 88-5009 E-mail:info@freudenberg-pm.com www.freudenberg-pm.com Profile: Freudenberg Nonwovens develops, produces and markets nonwoven products for a wide range of applications. These products are used as interlinings for the garment industry and for technical applications such as battery separators, for acoustic purposes to provide sound absorption, as fireblockers in furniture and as cable insulation. In the medical and hygiene sector, nonwovens 59 Ultra-thin nonwovens let the ions flow Find out more here 60 Freudenberg Innovation Award 2014 finalist Electricity from rechargeable batteries is essential to modern life. Without it, hardly anything functions. Whether in cell phones, laptops, electric cars or e-bikes, rechargeable batteries are a crucial component. They need to be powerful, durable and – above all – safe. Freudenberg’s wafer-thin yet extremely durable nonwoven separator with a functional ceramic impregnation keeps the positive and negative poles permanently separated from each other. This minimizes the risk of short circuits or even battery fires while allowing the ions and thus the electricity to flow freely. 61 Freudenberg Politex Nonwovens 2013 Sales [€ million] 220.0 2014 223.3 Workforce 572 561 Freudenberg Politex NONWOVENS products, and improved productivity and efficiency as a result of the restructuring measures at the Italian sites. The Business Group was able to defend its world leading position in the market for polyester-based roofing materials thanks to its broad range of quality products, the know-how in both spunbonded and staple fiber technologies, and close customer relations all over the world. Key events Annual figures In 2014, Freudenberg Politex Nonwovens generated sales of €223.3 million (previous year: €220.0 million). The headcount at December 31, 2014 was 561 employees (previous year: 572). Business development Regional developments in the construction sector in 2014 were mixed. Western Europe developed relatively well during the first half of the year, but this was followed by a downturn which gathered pace as the second half of the year progressed. In North America, on the other hand, growth continued throughout the year. Russia had to contend with a weak domestic economy attributable in part to the crisis in Ukraine. Other markets such as Turkey or the Middle East showed continued growth brought about by the need to expand and modernize infrastructure. Freudenberg Politex Nonwovens reported positive business development during the year under review thanks to the successful marketing of the newly-developed special 62 Freudenberg Politex Nonwovens offers customers solutions with added value by combining complementary products and services. During the year under review, the Business Group continued to work hard on expanding the product range by adding innovative special products for roofing materials and the construction industry. A production line in Pisticci, Italy, was modified to manufacture fiberglass reinforced spunbonded nonwovens for flat roof applications. Another production line in Pisticci was upgraded to manufacture nonwoven roofing reinforcements for pitched slate roofs; this is an attractive market segment where the Business Group is looking for growth going forward. Furthermore, Freudenberg Politex Nonwovens also optimized the supply chain, reduced raw material consumption, simplified processes, improved energy efficiency and further raised product quality in the year under review. The Business Group became even more sustainable and efficient in terms of resource management. The “Zero Landfill“ project continued at all sites. The objective is to recycle waste and reduce landfill. Landfill at the Colmar, France, facility fell by 20 percent year-on-year. Review of Operations by Business Area As part of the organizational realignment of the Freudenberg Group, Freudenberg Nonwovens and Freudenberg Politex Nonwovens, formerly two independent Business Groups, were brought together to form a new Business Group called Freudenberg Performance Materials. As a leading global supplier, Freudenberg Performance Materials offers its customers in markets such as apparel, automotive interiors, building materials, energy, filtration, hygiene and medical innovative, forward-looking solutions. Profile: Freudenberg Politex Nonwovens, headquartered in Novedrate, Italy, is the world leader in the production and marketing of polyester nonwovens, mainly used as reinforcements for bituminous roofing membranes. A broad range of products is furthermore sold to the construction industry for different applications. Technical polymers used as bitumen modifiers round off the product program. thermal insulation, sound absorption, heat reflection, drainage, reinforcements and other applications Polymers: Plastomer compounds made of recycled materials used as modifiers in bitumen impregnation, polyester fibers and flakes Locations China, France, Italy, Poland, Russia, USA Freudenberg Politex S.r.l. Strada Provinciale Novedratese 17/a 22060 Novedrate (CO) | Italy Phone:+39 031 793-111 Fax: +39 031 793-202 E-mail:info@freudenberg-pm.com www.freudenberg-pm.com A large share of these products are manufactured with recycled polyester obtained in-house from post-consumer PET bottles. Freudenberg Politex Nonwovens is the largest recycler of PET bottles in Europe and converts over seven million bottles daily into polyester fibers at production plants all over the world. This integrated production cycle not only recycles waste, but also significantly reduces CO2 emissions. Products and services Roofing: Staple and spunbonded polyester nonwovens (standard or glass filament reinforced) used as backing for bituminous roofing membranes Construction materials: Products for waterproofing, 63 Freudenberg Filtration Technologies 2013 Sales [€ million] 347.9 2014 373.1 Workforce 1,942 2,184 Freudenberg Filtration Technologies productivity at plants, systematic cost, inventory and receivables management as well as a continuous improvement program. At year-end, Freudenberg Filtration Technologies employed 2,184 employees (previous year: 1,942). Business development In 2014, very good sales growth in Europe and China contrasted with developments in South America, Australia and South Africa which were characterized by challenging economic factors and unfavorable exchange rates. In industrial filtration, Freudenberg Filtration Technologies further expanded business with Viledon® filter elements and service contracts in technically demanding segments. Annual figures Freudenberg Filtration Technologies reported sustained growth in its market positon during the year under review and generated sales of €373.1 million (previous year: €347.9 million). The Business Group made good progress in profitability on the back of the higher sales volume, increased 64 Furthermore, the Business Group won and concluded key major orders for system solutions; these projects included complete air filtration systems for offshore oil platforms in Brazil, filtration systems for a hospital in Spain, and several project orders for efficient, resource-saving waste water treatment in the UK food and beverage industry. Demand for micronAir® cabin air filters, both as original equipment in new vehicles and on the aftermarket, increased in all regions, with appreciable growth in China, North America and Europe. Review of Operations by Business Area The Business Group successfully defended its worldleading market position despite a very challenging competitive environment. Key events Freudenberg Filtration Technologies acquired the industrial activated carbon corrosion protection business of the American company MeadWestvaco Corporation headquartered in Richmond, Virginia, USA, in November 2014. The air purification product portfolio of this leader in high-quality activated carbon technologies acquired by Freudenberg Filtration Technologies comprises activated carbon pellets, Honeycomb® modules, which include the innovative Versacomb™ technology, and system solutions. The new products complement Freudenberg Filtration Technologies’ existing globally available range of quality gas phase filtration solutions. With its Viledon® ChemControl system solution for gas phase filtration, the Business Group offers protection from harmful corrosion. Pulp and paper producers, refinery operators and customers in the chemical and pharmaceutical industries benefit from a complete clean air solution, tailored to each specific application. Freudenberg takes care of all aspects of filter system design and construction, including matched filter stages for particulate and noxious gas filtration. In addition, the company offers a comprehensive range of technical support services. Worldwide, the need for high-performance, energy-efficient filtration solutions for clean air and clean water is growing. Freudenberg Filtration Technologies is planning to increase sales in these growth markets on a larger scale than in the past by extending its market position in attractive core segments, thereby lifting profitability further. During the year under review, the Business Group laid the organizational foundations for realigning its organizational structure effective January 1, 2015. The former organizational structure with its pronounced regional focus was transformed into a divisional structure geared to customers and markets. To that end, Freudenberg Filtration Technologies set up two global divisions – “Automotive Filters“ and “Industrial Filtration“. The present “Water Solutions” global segment remains in operation and is to undergo expansion. Production facilities were separated from the divisions and put under a single global management with a view to improving the coordination of development activities and the deployment of manufacturing technologies and plant concepts as well as achieving greater synergies in process and productivity optimization. 65 Location changes In response to increasing demand for micronAir® cabin air filters, the Business Group commissioned a new logistics center at the Kaiserslautern site. The newly-created close proximity of production and logistics is one contributory factor in meeting customers’ growing demands regarding product availability and delivery flexibility. Westpfalz-Werkstätten, an institution for the occupational and social integration of people with disabilities, took charge of the manual assembly and packaging tasks from mid-2014. A building was therefore modified and made accessible for disabled people; it is equipped with light, friendly workstations for up to 40 people. As a result of the acquisition of the Indian company Freudenberg Filtration Technologies India Private Limited, Pune, India, in 2012, the Business Group operated two facilities in India, which were brought together at a new site in Sanaswadi, Pune District, at the middle of the year. 66 Profile: As a global technology leader in air and liquid filtration, Freudenberg Filtration Technologies develops and produces high-performance, energy-efficient filtration solutions which improve the efficiency of industrial processes, conserve resources, protect people and the environment and thus enhance the quality of life. With its Viledon® and micronAir ® global brands, Freudenberg Filtration Technologies offers customers innovative filter elements and systems for the energy, health, and transport (automotive, rail, marine, aviation) sectors, general ventilation and cleanroom technology, and for highly-specialized applications. Viledon® stands for reliable process air optimization and high-quality liquid filtration solutions. micronAir ® cabin air filters provide health protection and ride comfort, micronAir ® engine intake air filters improve engine performance. Products to improve indoor air quality in buildings, and a comprehensive range of system solutions (e.g. development and construction of air intake systems) and services (e.g. Viledon® filterCair air quality management) round off the product portfolio. Review of Operations by Business Area Products and services Filtration elements, system solutions and services for intake and exhaust air in industrial processes and end user applications, water and membrane filtration systems, cabin air filters and engine intake air filters; filter measurement technology; training and consulting Production locations Argentina, Australia, Brazil, China, Germany, India, Italy, Japan, Mexico, Slovakia, South Africa, South Korea, Thailand, USA Freudenberg Filtration Technologies SE & Co. KG 69465 Weinheim | Germany Phone:+49 6201 80-6264 Fax: +49 6201 88-6299 E-mail:info@freudenberg-filter.com www.freudenberg-filter.com 67 The criss-cross path to cleanliness Find out more here 68 Freudenberg Innovation Award 2014 finalist More and more people have less and less time – even for keeping their homes clean. So the ViRobi dusting robot from Freudenberg Home and Cleaning Solutions is definitely good news. Powered by a rechargeable battery, it navigates autonomously round the floors, wiping them clean with its electrostatic dusting cloth. Clever axle geometry and suspension remove the need for high-tech navigation and enable ViRobi to negotiate obstacles or corners. The result: effort-free cleanliness, right into the farthest corner. 69 HOUSEHOLD PRODUCTS BUSINESS AREA The Household Products Business Area comprises the Freudenberg Home and Cleaning Solutions Business Group whose vileda®, O-Cedar ®, Wettex®, Gala®, Marigold® and SWASH® brands are active in the mechanical cleaning and laundry care segment for final users and professional cleaning companies. Freudenberg Home and Cleaning Solutions reported solid growth. The conflict in Russia and the political crises in some areas of the Middle East did, however, impact market growth in the relevant countries. The Business Group responded to the challenging market situation with acquisitions, product innovations and growth initiatives, thereby improving the market position and achieving local currency sales growth in almost all regions. Adjusted for exchange rate, acquisition and consolidation effects, the Business Group outperformed the market in terms of growth. Key events Annual figures During the year under review, the Business Group generated sales of €760.2 million (previous year: €710.4 million). Currency effects had a negative impact on sales. The headcount at December 31, 2014 was 2,880 employees (previous year: 2,914). Business development There was a slight improvement in the market environment for Freudenberg Home and Cleaning Solutions in 2014. While the markets in southern and eastern Europe declined due to the effects of the debt and financial crisis, the North America, Asia/Pacific, Middle East and India regions 70 During the year under review, Freudenberg Home and Cleaning Solutions focused on expanding business substantially in the growth regions of Asia/Pacific, India, Middle East, and North America, on launching product innovations with the associated advertising activities and significantly improving the distribution basis with strategic retail partners. vileda® was launched in Thailand, Malaysia and Indonesia, the innovative “No Dust” broom made its market debut in India, the pan-Arabian advertising campaign was successfully continued in the Middle East, and the new vileda® Home product and sales model kicked off in Germany. The Business Group also expanded its e-commerce activities by over 50 percent in all regions. Freudenberg Home and Cleaning Solutions acquired the Marigold® household gloves business from Comasec SAS, Review of Operations by Business Area Freudenberg Home and Cleaning Solutions 2013 Sales [€ million] 710.4 2014 760.2 Workforce 2,914 2,880 Gennevilliers, France, in January 2014 and successfully integrated the business in the UK, Ireland, Italy, Netherland, Hong Kong and Japan. Comasec SAS is a company belonging to the Dutch Ansell Group, a world leader in protective glove solutions for industrial applications. The business of Freudenberg Home and Cleaning Solutions in Croatia and Taiwan was transferred to a distributor. Freudenberg Home and Cleaning Solutions developed several new, award-winning products and upgraded existing product lines in the year under review. These included the Easy Wring & Clean cleaning system, the new cleaning robot lines, the Magical cloth and spray system for cleaning glass with its “stays cleaner longer” concept, the innovative polyvinyl alcohol (PVA) microfiber generation of cloths, and the new cable and cordless steam cleaners. The Glitzi product line was voted the top brand of 2014 by the food trade press and “Lebensmittel Praxis”, a specialist journal for the food industry, voted the vileda® RELAX cleaning robot its product of the year 2015. Location changes The plants in Vaughan, Canada, and Suzhou, China, were closed in 2014. The Business Group‘s success factors are detailed knowledge of the market, innovations, new and effective products, and a pronounced customer orientation. These are complemented by international market and customer research, innovation centers and production facilities in all regions of the world and a dedicated sales network in over 35 countries. Products and services Floor cleaning systems, household cloths, cleaning articles, household gloves, mats, laundry care products such as ironing boards and clothes driers, cleaning systems for professional applications Locations Australia, Belgium, Canada, Chile, China, Croatia, Czech Republic, Denmark, Finland, France, Germany, Greece, Hong Kong, Hungary, India, Indonesia, Italy, Jordan, Malaysia, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Russia, Serbia, Slovenia, Spain, Sweden, Taiwan, Thailand, Turkey, UK, USA Freudenberg Home and Cleaning Solutions GmbH Im Technologiepark 19 69469 Weinheim | Germany Phone:+49 6201 80-871000 Fax: +49 6201 88-874000 E-mail:info@fhp-ww.com www.vileda.com Profile: Freudenberg Home and Cleaning Solutions is one of the leading international manufacturers of brand cleaning articles and systems and laundry care products. The company is the market leader in almost all countries. Products are marketed under the brand names of vileda®, O-Cedar ®, Wettex ®, Gala®, Marigold® and SWASH®. 71 SPECIALTIES AND OTHERS BUSINESS AREA The Specialties and Others Business Area mainly comprises the following Business Groups: Freudenberg Chemical Specialities Freudenberg IT enmech During the year under review, the companies in this Business Area generated sales of €1,135.1 million (previous year: €1,053.6 million). At year-end 2014, the headcount was 4,515 compared with 4,359 at year-end 2013. Well over half of the sales generated by this Business Area are attributable to the Freudenberg Chemical Specialities Business Group, which supplies the automotive and mechanical and plant engineering industries as well as many other sectors. Freudenberg IT is an IT service provider primarily serving small and medium-sized enterprises in various branches of industry and the trade sector. The enmech Business Group manufactures products mainly for the automotive industry, including mechatronic solutions based on large flexible printed circuits. Freudenberg Chemical Specialities The headcount rose from 3,107 in the previous year to 3,216. Business development Freudenberg Chemical Specialities continued on its longstanding growth trajectory in 2014. The Business Group reported appreciable sales growth in almost all market segments and regions. Freudenberg Chemical Specialities strengthened its market position during the year under review in part through acquisitions - and the associated expansion of the portfolio - and in part as a result of the global presence in all key markets. Annual figures The Business Group generated sales of €881.4 million (previous year: €797.6 million) in 2014. Negative currency effects prevented an even stronger rise in eurobased sales. 72 The automotive suppliers, traffic engineering, wood, marine, food, surface technology, die casting, polyurethane and renewable energy market segments were once again key pillars for the Business Group. Its strategic Review of Operations by Business Area Freudenberg Chemical Specialities 2013 Sales [€ million] 797.6 2014 881.4 Workforce 3,107 3,216 innovation management keeps Freudenberg Chemical Specialities highly attractive for customers who prefer partners for projects with a medium- or long-term perspective over and above current project and service requirements. Freudenberg Chemical Specialities successfully concluded the integration projects to strengthen the market position – both regional and segmental – as well as the complete realignment of the brand positioning. The forward-looking internationalization strategy oriented to market opportunities which has been practiced for many years led to balanced business development in the regions. Germany remained one of the most important core markets in the year under review. Western and eastern Europe were also reliable sales generators with further growth potential. Under the long-term buy and build strategy, Freudenberg Chemical Specialities purchased minority shares in the SurTec companies in Portugal and Japan – this had a positive impact on sales developments in 2014. Freudenberg Chemical Specialities companies in southern Europe outpaced macroeconomic growth, but could not realize their full potential due to poor local conditions. The Business Group expanded its market position in North America, in part thanks to targeted project work in selected focus segments. Growth for Freudenberg Chemical Specialities in South America was curbed by the difficult macroeconomic conditions in Brazil and Argentina. Asia, and above all China, remained the most Important growth region for the Business Group thanks to the economic momentum in the region and the good market position of Freudenberg Chemical Specialities. Key events The acquisition of the shares of the Capol Group, a world leading supplier of surface treatment products for the confectionery industry, in 2013 marked the successful entry into the food additives industry – a sector with significant growth potential. During the year under review, As a result of the acquisition of selected strategic business activities in 2013 – in the field of specialty release systems for the composite industry at Chem-Trend and with regard to PFPE specialty lubricants at Klüber Lubrication – both segments recorded double-digit growth in the year under review. During the year under review, long-term investment policy continued to focus on China, India and Brazil – despite the differences in the scale of economic momentum - with a view to strengthening the regional organizations and expanding the technical infrastructure. Plant expansions in India and China initiated in 2012 were (partly) commissioned. Construction work on the new plant at the joint Chem-Trend and SurTec location in Valinhos, Brazil, commenced. Growing regulatory requirements, especially with reference to environmental compatibility and the associated substitution of raw materials, are placing increasing demands on the Business Group‘s research, development and materials safety capabilities in particular. Freudenberg Chemical Specialities is well positioned in this respect, as illustrated by the following two examples: 73 Klüber Lubrication won the internal Freudenberg Innovation Award for its “Energy Efficiency Solutions“ service concept, and SurTec was a winner in the Group‘s “We all take care“ HSE initiative with its project to substitute non-toxic chromium (III) for substances containing toxic chromium (VI) in surface coating technology. Profile: The Business Group comprises the largely autonomous divisions of Klüber Lubrication, Chem-Trend, SurTec, OKS, and Capol. Klüber Lubrication is one of the world’s leading manufacturers of specialty lubricants. Its customized tribological solutions are almost exclusively sold direct to customers in virtually all industries and markets. Chem-Trend is a world market leader for release agents used to manufacture composite, rubber, plastic, metal and polyurethane molded parts. 74 SurTec is a leading supplier of chemical specialties for surface treatment and electroplating. OKS specializes in performance lubricants and in repair and maintenance products. Capol is one of the world’s leading manufacturers of coatings for the confectionery industry and supplies glazes, release agents and sealing agents as well as other specialty products. Products and services Oils, greases, waxes, pastes, bonded coatings, dry lubricants, solid lubricants, anticorrosion products, chemotechnical products for MRO, hydraulic fluids, cleaning agents, release agents for die casting, composites, rubber and polymer processing, surface treatment products, industrial parts cleaning and electroplating, glazes, release agents and sealing agents for the confectionery industry Review of Operations by Business Area Locations Argentina, Australia, Austria, Belgium, Brazil, Chile, China, Croatia, Czech Republic, Denmark, Egypt, Finland, France, Germany, India, Italy, Japan, Malaysia, Mexico, Netherlands, Norway, Poland, Portugal, Romania, Russia, Serbia, Singapore, Slovakia, Slovenia, South Africa, South Korea, Spain, Sweden, Switzerland, Thailand, Turkey, United Arab Emirates, UK, USA, Vietnam Freudenberg Chemical Specialities SE & Co. KG Geisenhausenerstraße 7 81379 Munich | Germany Phone:+49 89 7876-0 Fax: +49 89 7876-1600 E-mail:info@fcs-munich.com www.fcs-munich.com 75 Energy savings through high-tech lubrication Find out more here 76 Freudenberg Innovation Award 2014 awardee The power consumption of industrial plants is often enormous. “Energy Efficiency Solutions” from the Freudenberg company Klüber Lubrication help increase the efficiency and costeffectiveness of such plants. In an innovative measurement and evaluation process, the energy-saving potential of the system is first identified. After optimization, the realized savings are then measured. This can often be a tough challenge. High-precision, easyrunning specialty lubricants provide the basis for optimization. These advanced lubricants are used in place of conventional oils and reduce friction between individual components. The result: a proven reduction in energy consumption at increasing power levels. 77 Freudenberg IT 2013 Sales [€ million] 133.6 2014 136.2 Workforce 694 734 Freudenberg IT Freudenberg IT’s three-year transformation program which comprised many individual projects and significantly improved the Business Group‘s competitiveness and future viability came to an end on December 31, 2014. Overall, Freudenberg IT became more global during the year under review and strengthened its position as an IT service provider through new strategic partnerships with Cisco und NetApp. The new strategic partnership with Cisco enables Freudenberg IT as a “CISCO Intercloud Partner“ to provide global services even when Business Group capacities are exhausted or, in exceptional cases, not custom-tailored. Annual figures Freudenberg IT generated sales of €136.2 million (previous year: €133.6 million) in the year under review. The Business Group successfully converted the aboveaverage sales volume of the previous year into long-term operating business on the back of numerous contract extensions and customer acquisitions. The Business Group had a headcount of 734 (previous year: 694 employees) as at December 31, 2014. Business development The market for SAP products, a core area of business for Freudenberg IT, once again outperformed the overall IT market. Global sales drivers included topics such as SAP hosting in the cloud, in-memory computing with SAP HANA, and template rollouts. In North America, Freudenberg IT again reported strong growth and earnings. 78 At the same time, the long-standing partnership with SAP was further expanded and intensified. In parallel, Freudenberg IT has extended its range of products and services from the Microsoft portfolio with a view to reducing dependence on SAP. Numerous new certifications were issued to Freudenberg IT under these strategic partnerships, thus further strengthening competitiveness. Key events In recent years, Freudenberg IT has positioned itself as a pioneer of Industry 4.0. Now, Freudenberg IT is delivering the “FIT Shop Floor Suite” – the portfolio for this megatrend. During the year under review, the Business Group won customers such as L’orange, Danfoss and Kion. With its innovative global cloud architecture, FIT is in a position to offer customers all over the world uniform, top security standards. In addition, customers can sign up for “FIT Global Application Management Services” for hosted applications; these services are provided round the clock on the basis of binding service level agreements. This makes Freudenberg IT a full service IT provider and Review of Operations by Business Area one-stop shop for customers. A further major event in the year under review was the strategic restructuring of the Chinese national organization, which has again returned to profitability: Freudenberg IT Asia will in future focus on global customers who need an IT service provider in China. The significant improvement in customer satisfaction is particularly worthy of note. For the second year in a row, there was a marked improvement in the TRI*M-Index (Measuring, Managing und Monitoring). With an international index of 76 points, Freudenberg IT’s performance is higher than the industry‘s international benchmark of 68 points, and the index of 70 points for Germany is also higher than the industry‘s national benchmark. Over 25 contract extensions with existing customers such as BSN, Karl Mayer, B+S Card Service and Berner confirm this trend. 2014 also saw the acquisition of numerous new customers such as the Wirtgen Group, the Good Mills Group, Bilcare, Pentair and Stahlgruber. The legal entity Freudenberg IT, S.A. de C.V. established in 2013 in Mexico City, Mexico, was expanded. The company with its workforce of 100 offers various IT and application management services. Freudenberg IT’s global footprint has thus become even larger, bringing competitive advantages for the Business Group as a midsized company. from the Rhine-Main region. In addition, the Business Group moved into a new data processing center in China. Profile: Freudenberg IT is a global, full-service IT provider with 30 years of excellence as a reliable partner for small- and medium-sized industrial enterprises (SMEs). The portfolio of services covers all facets of the modern SAP landscape, from a variety of outsourcing offerings through system optimization and system operating services to process and SAP consulting. In particular for SMEs in the manufacturing and automotive industries Freudenberg IT is an MES specialist (MES is the acronym for Manufacturing Execution System), optimizing the integration between production control and the ERP system, and is a pioneer for Industry 4.0. The Business Group also offers cloud computing solutions which Freudenberg IT customers can use to outsource IT without any investment risk. That means users are free to focus completely on their core business without having to address IT issues. Products and services Outsourcing, cloud computing, consulting for SAP and MES Locations China, Germany, Mexico, USA Location changes Freudenberg IT further expanded its existing locations in Germany and America during the year under review. Furthermore, a new site in Eschborn, Germany, takes Freudenberg IT closer to customers and gives the Business Group better access to highly-qualified employees Freudenberg IT SE & Co. KG 69465 Weinheim | Germany Phone:+49 6201 80-8000 Fax: +49 6201 88-8000 E-mail:info@freudenberg-it.com www.freudenberg-it.com 79 enmech [pro-rata] 2013 Sales [€ million] 23.2 2014 21.0 Workforce 174 187 enmech hand, enmech recorded its biggest order ever in 2014. Series production of the products commissioned under this order begins in 2015 to 2017. In the year under review the focus lay on achieving a significant improvement in productivity and on the Business Group’s restructuring process, which was successfully completed in the third quarter. All of the Business Group’s final finishing activities are now located at the facility in Pécel, Hungary. As a result, the supply chain has been greatly simplified. Key events The Freudenberg NOK Mechatronics Business Group was officially renamed enmech effective January 1, 2014. The company sees itself as an enabler, in other words it prepares the way for customers with FPC-based mechatronic products. The brand name enmech was successfully launched on the international market through a presence at trade fairs – in particular at Electronica, the world’s leading trade show for electronic components, systems and applications – through publications, and through other communication measures. Annual figures In the fast-growing market for LED lighting, enmech won orders for new, innovative light source modules for LED headlights based on the company’s hybrid flex technology. Key characteristics of these new modules are optimal thermal management and high-precision LED positioning. Due to product phaseouts, enmech sales of €42.0 million did not quite reach the €46.4 million sales level of the previous year – on the basis of the 50 percent pro-rata consolidation, sales of €21.0 million are reported for Freudenberg (previous year: €23.2 million). The headcount at year-end attributable to Freudenberg was 187 (previous year: 174 employees). Business development in the battery segment continued to be extremely positive. The Business Group won a further OEM series order as well as development projects with all major OEMs for the next generation of lithium-ion batteries applications. Business development enmech sales in the year under review decreased slightly as a result of the planned portfolio changeover from wiring harnesses for doors to mechatronic products. On the other 80 There was very strong demand for flexible foil antennas. These antennas can be fitted very successfully into any space in a vehicle. In this context, integrated amplifier technology is gaining ground. Review of Operations by Business Area Profile: enmech is a 50:50 joint venture between Freudenberg and NOK Corporation, Tokyo, Japan. Business activities range from the development and production of mechatronic solutions based on large flexible printed circuits, ready-for-use SMD assembly flat wiring harnesses which can integrate switches, sensors, LEDs and other functional components, and connector technology. Experience in research, development and production drawn from the joint venture partners makes the company a competent and reliable development partner and supplier, particularly for the automotive industry, module suppliers and harness makers. Products and services Mechatronic solutions based on large flexible printed circuits including connector technology with the option to integrate various functions; heating and antenna foils; component assembly Locations Germany, Hungary enmech GmbH & Co. KG 69465 Weinheim | Germany Phone:+49 6201 80-0 Fax: +49 6201 88-2069 E-mail:info@enmech.com www.enmech.com 81 Report on POST-BALANCE SHEET DATE EVENTS As part of the organizational realignment of the Freudenberg Group, Freudenberg Nonwovens and Freudenberg Politex Nonwovens, formerly two independent Business Groups, were brought together effective January 1, 2015 to form a new Business Group called Freudenberg Performance Materials. Furthermore, Freudenberg Performance Materials acquired Polymer Health Technology Limited, a leading specialist of polyurethane foams for advanced wound care with effect from January 2015. With this acquisition, Freudenberg Performance Materials is further expanding its portfolio in the medical technology sector. 82 Report on Post-Balance Sheet Date Events Report on Risks and Opportunities REPORT ON RISKS AND OPPORTUNITIES Freudenberg is exposed to numerous risks and opportunities inseparably associated with entrepreneurial action. A risk management system is in place throughout the Freudenberg Group to help the company deal with risks. Risk management system The Freudenberg Group‘s risk management system is a decentralized system oriented to the Group‘s organizational structure. The system covers all companies fully consolidated in Freudenberg SE, and includes all Group measures addressing the main risks. One such measure is the Freudenberg risk management process. This process in particular ensures the structured identification, assessment, control and monitoring of main risks that might jeopardize the continued existence of the company. The process also includes appropriate risk communication and the continuous improvement of the risk management system. The objective of the risk management system is the prompt identification of risks that might jeopardize the continued existence of the company and the initiation of appropriate countermeasures. It is not the objective of the risk management system to avoid all potential risks, but rather to create the leeway for taking a deliberate decision to enter into a risk backed by a comprehensive knowledge of essential information. Entrepreneurial action therefore also involves identifying and harnessing opportunities and thus safeguarding and enhancing the company‘s competitiveness. The Freudenberg Group‘s organizational structure was developed further in 2014, and the risk management system was adjusted accordingly. The Freudenberg risk management process was revised and improved and implemented in its new form throughout the Group. The revised risk management process explicitly deals with main risks identified at several levels and involving the participation of several specialist functions, committees and corporate bodies. The risk management system - including its suitability and effectiveness - is reviewed by Internal Auditing. In addition, the system is also reviewed regularly by the external auditor. Risks The following chapter deals with risks classified as significant or higher for the Freudenberg Group ranked by their importance. These risks can have very differing impacts. They may occur individually and independent of one another or simultaneously. In all cases they have the potential to impact directly or indirectly on the net assets, financial position or results of operations of the Freudenberg Group. The risk management strategy is derived from the general strategy of the Group. Demand-side risks The risk management strategy primarily addresses risks, while opportunities are addressed in the context of the annual planning process and monitored throughout the year. Long-term opportunities for profitable growth are primarily identified as part of the strategy process. Freudenberg delivers challenging and innovative solutions to customers in over 30 markets, some 60 countries and thousands of applications. The broad diversification of the Group reduces dependence on individual customers, customer groupings, regions and countries. Nevertheless 83 Freudenberg is dependent on the general economic situation, particularly with regard to general demand for its products and services, and dependent on some major customers. Even though the scale of this dependence decreased compared with the previous year as a result of the current economic situation and Group acquisitions, a slump in demand such as that experienced in 2008/2009, for example, could lead to a substantial decline in sales and earnings and thus still exert a not insignificant impact on Freudenberg. The Freudenberg Group has implemented several measures to limit the negative effects of demand-side risks. The company has, for example, high capacity flexibility and practices active working capital management. Freudenberg regularly monitors several success indicators and can thus respond promptly to negative developments. In terms of a long-term response to demand-side risks, Freudenberg makes targeted investments in research and development, in individual regions and customer relations as well as selected strategic growth areas. Legal risks As a globally active manufacturer of functionally-relevant technical components, specialty chemicals and final user products as well as a service provider for industry, Freudenberg is exposed to various legal risks, including in particular product liability and warranty risks or risks relating to competition and antitrust law, anti-corruption regulations, export controls, intellectual property rights (patent law), tax law and environmental protection. These 84 risks can affect Freudenberg in very different ways, such as payments to third parties, fines or penalties. In extreme cases, legal risks could have a very significant impact on Freudenberg. Freudenberg has many measures in place to respond to these legal risks such as comprehensive quality assurance mechanisms, clearly-defined product specifications, instructions, documentation or preventive contractual solutions containing provisions to limit liability, and flanks these measures with customary insurance cover. Compliance with laws, internal guidelines and Freudenberg‘s own code of values (Guiding Principles and Business Principles) has high priority and is the subject of regular training. Furthermore, the Business Groups take the initiative in sensitizing their employees‘ perception of the relevant legal risks. In addition, the Corporate Functions and the Freudenberg Regional Corporate Centers ensure that laws and regulations as well as internal rules are observed and complied with. To that end, training events are held at regular intervals. Modern communication tools such as web-based training and e-learning tools are used to reach as many employees as possible. In order to ensure even more effective compliance with legal requirements, an improved framework for a compliance management system was drawn up in 2014, marking a further step in efforts to create an even more efficient compliance management system tailored to the structures and needs of the Freudenberg Group. As a result of expansion and growth within the Group Report on Risks and Opportunities – particularly in China – the significance of legal risks for Freudenberg rose compared with the previous year. Information security risks The Freudenberg Group relies extensively on information that is chiefly stored electronically and communicated by electronic means. In some cases, this information is crucial, both with reference to internal business processes and with regard to communication with customers and suppliers. Failure to access such information could, for example, lead to the interruption of operations at Freudenberg or at a third party. As a provider of IT services, Freudenberg offers its customers the usual guarantees regarding availability and performance. Freudenberg uses a wide range of measures to deal with the associated information security risks, for example by operating information security management systems oriented to the ISO/IEC 27001:2005(E) international standard. In addition, various measures such as redundant data centers in different geographical locations are implemented to deal with technical risks. The aim of the guideline on information security issued by the Board of Management is to preserve the confidentiality, availability and integrity of information; the guideline sets out procedures to achieve this. The Business Groups, Corporate Functions and Freudenberg Regional Corporate Centers conduct comprehensive risk monitoring and implement the appropriate measures. An assessment of information security in the Group is conducted on a regular basis. Numerous internal communication measures encourage heightened awareness on the part of employees with regard to the correct handling of information and information processing systems. In spite of the measures already implemented, information security risks could have a strongly negative impact on the Freudenberg Group. Both on balance and in a year-on-year comparison, there were no major changes in these risks. Contractual risks Freudenberg enters into contracts with third parties on a daily basis and makes continuous adjustments to its portfolio, latterly through a pronounced focus on the acquisition of companies and business units. During the course of these activities, commitments are undertaken or obligations assumed that cannot always be accurately quantified in advance, must be complied with over a longer period of time, may change as time goes by or may with hindsight turn out to be disadvantageous. All of these cases could above all negatively impact the earnings situation of the Group. Freudenberg has several measures in place to deal with these risks including comprehensive checks prior to entering any such contractual arrangements, dedicated project management or contractual solutions. Freudenberg also implements systematic contract management and contract monitoring in selected areas. There were no major changes to these risks compared with the previous year. They could nevertheless and in 85 extreme cases - particularly in connection with takeovers have a significant negative impact on Freudenberg. Freudenberg Group as a whole and controlled by a central unit. Financial risks Interest rate risks arise from possible changes in the market rate and can lead to changes in the market value of fixed interest investments. To reduce interest rate risks, Freudenberg makes funds available to subsidiaries in the form of loans or cash pools. Vice versa, Freudenberg companies channel surplus liquidity to the central finance department. As an internationally active company with major shareholdings in other countries Freudenberg is exposed to financial risks which may negatively impact the net assets, financial position or results of operations of the Group. Freudenberg employs various measures to manage these risks. For example, the Group has several specialist functions and expert groups specifically tasked with the identification, analysis and control of Freudenberg‘s financial risk profile. In addition, selected corporate bodies discuss and define existing and future processes concerning the methodology and control of financial risk management. Various measures to safeguard liquidity are in place which allow Freudenberg to react swiftly to unexpected liquidity-related risks. Such risks are hedged, for example, by solid banking and Partners‘ financing and high liquid reserves. Freudenberg has an above-average equity ratio, a stable level of Partners‘ reserves through the Partners of Freudenberg & Co. KG, and comprehensive credit lines. In addition, Freudenberg is exposed to currency and interest rate risks which are always meaningfully hedged. Monitoring of these risks is implemented by internal guidelines and processes. Because the currency risks of the various companies have a partially offsetting effect, the effective foreign exchange risk is determined for the 86 Binding internal guidelines for companies in the Freudenberg Group clearly specify that derivative financial instruments may not be used for speculative purposes, but only for hedging risks in connection with underlying transactions and associated financing operations. In its rating published in May 2014, the rating agency Moody’s rated the creditworthiness of Freudenberg SE as Baa1 and confirmed the outlook as “stable“. This gives the Freudenberg Group very good creditworthiness at investment grade level. Despite all measures, financial risks could still have a negative impact on the Group. In certain circumstances their effect on Freudenberg could be significant. Overall, there were no changes in financial risks compared with the previous year, primarily as a result of the good earnings position of the Group. Report on Risks and Opportunities Risks from technological progress and innovation As a highly diversified technology company, Freudenberg is active in numerous product and market segments, some of which vary considerably. Moreover, Freudenberg conducts its entrepreneurial activities on the basis of different business models. Consequently, Freudenberg operates in a constantly changing environment and is exposed to technological progress and a wide range of innovations. In specific terms, this means that Freudenberg comes up against new products, technologies or organizational structures. Freudenberg uses various measures, such as in-house research and development and innovation, to manage the consequences of these risks. The most important pillar and key driver of innovation at Freudenberg is to be found in the Business Groups, whose research and development activities are closely geared to their customers. In addition, the Freudenberg Group acquires external companies or business units to add to the Group‘s technology and product portfolio and to enhance innovation capabilities. With the new Corporate Innovation function, Freudenberg has created an organizational unit that bundles the Group‘s technical knowledge - in particular through crosssectional technologies, through Corporate Research & Development which investigates and develops new areas of business, and through Corporate New Business and Venture Capital. In total, Freudenberg invests a notable share of sales in research and development. Risks from technological progress and innovation could in theory have a significant impact on Freudenberg in spite of the measures implemented. There were, however, no major changes to these risks compared with the previous year. HSE risks (health, safety, environment) Various raw materials and processes used by Freudenberg in production have differing effects on the environment and workplace safety. These effects could, for example, lead to personal injury or have a negative environmental impact at a site. Freudenberg manages these risks in many ways with the aim of continually reducing their impact. With regard to hazardous substances or substances which have become the subject of debate as a result of legislative initiatives such as REACh (European Regulation on Registration, Evaluation, Authorization and Restriction of Chemicals), Freudenberg proactively engages in searching for alternatives or substitute substances before a statutory provision comes into effect while at the same time forestalling the effects on production of a possible ban on a given substance. In addition, many product developments are subject to a stage gate process which among other things ensures that new products have a better environmental performance than their predecessors. Freudenberg‘s worldwide “We all take care“ initiative calls on every employee to engage personally in improving environmental protection and occupational health and safety. The initiative is constantly evolving and is supported by the Group‘s top management and senior executives in the Business Groups. The Freudenberg Group is developing a growing number of occupational health measures 87 for its older employees; these measures cater for national and regional factors. Internal and external audit processes monitor the implementation of HSE or fire protection programs by the Business Groups. One objective of these programs is to raise awareness for fire protection and to prevent personal injury, operational interruptions and the associated potential delivery disruptions. The findings of the audits are systematically evaluated and measures implemented throughout the relevant Business Groups. In spite of all the preventive measures, HSE risks can nevertheless have a significant impact, particularly at the larger locations such as Weinheim. The most significant potential threat comes from incidents involving a fire and the associated operational interruptions. There were no major changes in HSE risks compared with the previous year. campaigns at leading Chinese universities and personnel retention and development programs designed specifically for the Chinese labor market. Personnel risks in China are classified as significant. These risks are less significant for Freudenberg in other regions. Compared with the previous year, personnel risks rose as a result of the Group‘s expansion in China. There were no major changes in the other regions. Overall picture of the risk situation The analysis of present risks concludes there are no risks which pose a threat to the continued existence of the Freudenberg Group. There were no major changes in the overall risk situation of the Group compared with the previous year. Opportunities Personnel risks Administrative excellence A further risk for Freudenberg is growing competition for talent, particularly in China, where the labor market is highly competitive. This risk can lead, for example, to a rise in personnel expenses or recruitment costs. Freudenberg responds to this risk with global and local measures such as the Group-wide talent management process which ensures that Freudenberg employees throughout the Group receive further expert training and acquire the skills needed by the company on the basis of unified programs and standards. Furthermore, several additional measures are in place in China; these include in particular regular recruiting 88 In 2013, Freudenberg launched an initiative to increase administrative excellence which comprised several projects to raise efficiency in the field of administration. The first potential savings and efficiency enhancements under this initiative were achieved in 2014, with some of them exceeding expectations. The initiative will be continued in the coming years and it is possible that the cost savings and efficiency improvements realized under the projects will be higher than anticipated. Freudenberg would then be in a position to become even more competitive than in previous years. Report on Risks and Opportunities Freudenberg global brand In 2014, the groundwork was laid for presenting the redesigned Freudenberg global brand in 2015. One of the key elements will be the clear positioning of the Freudenberg brand. The entire Freudenberg Group, and the smaller units in particular, stand to benefit significantly, for example with regard to recruiting employees and winning customers. Talent management Freudenberg rolled out a new talent management process in 2013. The process establishes a uniform procedure for talent management throughout the entire Freudenberg Group. The process includes standardized assessment systems based on standardized skills profiles and definitions of potential. This enhances the comparability of assessments and facilitates personnel development. The process improves the basis on which Freudenberg can take personnel decisions in the future, and therefore brings the prospect of long-term cost savings in many areas, particularly with regard to recruitment and personnel development, on a notably larger scale than present expectations. Economic globalization customers, for example in production or research and development. In the past, Freudenberg has almost exclusively leveraged this expertise for customers from Europe or North America as they gain a foothold in emerging markets, most notably in Brazil, Russia, India or China. Recently, however, Freudenberg encountered the reverse situation and successfully supported a customer from an emerging economy enter the market in western Europe. If this trend were to intensify in the future, Freudenberg could benefit from globalization to a significantly larger extent than anticipated. Investment in strategic growth areas and regions Freudenberg offers solutions for thousands of customers in over 30 sectors of industry and is active in some 60 countries. The Group will invest in four strategic growth areas – chemical surface treatment, medical technology, oil & gas, and industrial filtration – wherever attractive opportunities arise and in line with the megatrends relevant to Freudenberg. Investment will take the form of acquisitions and additional research and development tasks. Furthermore, Freudenberg intends to step up its activities in individual regions in line with market opportunities. The Group therefore has the chance for stronger than anticipated growth as the pace of growth accelerates and the scale of diversification widens, and to trigger greater innovation in established areas. Due to its global presence, Freudenberg has for many years been able to offer products and services worldwide at uniform standards. As a result, Freudenberg can keep pace with the international strategies of its 89 Internal control and risk management system (referred to the financial reporting process) The internal control and risk management system for the financial reporting process at Freudenberg is tasked with ensuring the functionality, compliance and effectiveness of financial reporting in the Group. The internal control system includes measures intended to ensure the complete, accurate and timely transmission and presentation of information of relevance to the preparation of the consolidated financial statements and the consolidated management report of the Freudenberg Group. The Board of Management of the Freudenberg Group bears overall responsibility for the internal control system. To this end, Freudenberg has initiated the following main measures: the Corporate Controlling & Accounting function is responsible for drawing up the consolidated financial statements and the consolidated management report of the Freudenberg Group. It defines minimum requirements regarding reporting content submitted by the companies and controls and monitors the time frame and process requirements. Corporate Controlling & Accounting is also responsible for the central administration of the shareholding structures and updates the list of companies included in the Freudenberg Group consolidation as appropriate. The standards for IFRS reporting as regularly updated form the basis for compiling the IFRS reporting packages of the parent company and of all domestic and foreign subsidiaries included in the consolidation. The necessary information concerning the coordinated and punctual compilation of the consolidated financial statements in compliance with 90 the relevant accounting laws and standards is available to all Freudenberg employees involved in this process via the Freudenberg intranet. There are binding instructions for internal coordination and the preparation of financial statements. Freudenberg uses a standard software tool for the Group financial reporting process. This tool is used throughout the company worldwide and clearly defines user rights observing the principle of the separation of functions. The system covers both reporting by Freudenberg companies and the consolidated financial statements. Additional controls are implemented in the consolidation process. This process is also supported by a software tool for the automatic reconciling of balances throughout the Group. The individual companies have a local internal control system which is the responsibility of the respective Business Group and which must comply with uniform minimum requirements applicable throughout the Group. If Shared Service Centers are responsible for the financial processes, then the internal control system of the Shared Service Centers also applies. Corporate Controlling & Accounting provides support for local contact partners throughout the entire reporting process. The corporate function organizes seminars for employees involved in this process in the event of important changes in financial reporting procedures and IT applications, thereby guaranteeing a consistently high standard of reporting. Some sections of the HSE reporting process are integrated in the central reporting system. Report on Risks and Opportunities There is a clear demarcation of tasks between Corporate Controlling & Accounting and the companies. The separation of functions and the dual control principle are systematically applied. Actuarial reports and evaluations are compiled by specialist service providers or appropriately qualified employees. It is standard procedure for the Group auditor and the auditors of the consolidated companies to review the functionality and compliance of the Group‘s reporting processes. The minimum controls defined by Freudenberg are also reviewed as part of the audit process. The Audit Committee monitors the effectiveness of the internal control and risk management system. In addition, the functionality and compliance of processes of relevance to financial reporting are reviewed regularly under an internal auditing process. The complete package of processes, systems and controls adequately ensures that the Group‘s reporting process is in accordance with IFRS and other regulations and laws of relevance to financial reporting and is reliable. 91 Report on Expected Developments Overall, our assessment of the prospects for economic conditions* in the 2015 financial year is cautiously optimistic. Global economic growth in 2015 should benefit from the present decline in oil prices. Growth in eurozone countries is expected to be slightly stronger on the back of the depreciation of the euro. All in all, however, these effects are not likely to have a major impact on the moderate development of the global economy. These forecast economic conditions could change very swiftly. According to our current assessment, the economic situation in South America, Russia and southern Europe is unlikely to change significantly in the coming years – and could even deteriorate. Furthermore, we expect to see negative developments in the oil and gas industry as a result of the lower oil price and we anticipate the neutral effect of exchange rates on the Group to continue. More specifically, we expect economic development in Germany to remain robust in 2015. The German economy will again produce an above-average performance compared with other EU countries, with gross domestic product (GDP) increasing by 1.5 percent. With reference to the eurozone, Freudenberg‘s largest sales region, we expect to see a rise in GDP of around 1.2 percent. We anticipate a strong economic trend in the USA, and estimate that U.S. economic growth for the full year will run at 3.0 percent. The Freudenberg Group plans to outperform the market in 2015 and to draw above-average benefit from economic developments in the individual regions. To that end, the individual Business Groups will execute their operational planning and respond appropriately to new challenges. In contrast, our forecasts for the emerging economies are very mixed. We expect China, an important market for Freudenberg, to continue to drive the global economy. GDP in China is forecast to grow by 7.0 percent in 2015. In India, the change of government last year triggered new momentum. We expect GDP in this region to increase by 6.3 percent. Key structural reforms in Brazil are in all probability again unlikely to materialize in 2015. Consequently, GDP there is only expected to grow by 0.3 percent. In light of the conflict with Ukraine, GDP in Russia is anticipated to fall by 3.5 percent. Freudenberg Sealing Technologies plans to expand business further, above all in Asia, focusing on the automotive and industrial sector and on expanding the relevant product portfolio. Freudenberg Oil & Gas Technologies expects to see investments by the oil and gas industry decline as a consequence of the drop in the price of oil. The lower oil price will negatively impact the Business Group‘s sales. In light of this, Freudenberg Oil & Gas Technologies has already introduced several cost-saving measures which also include optimizing production and improving internal processes. EagleBurgmann expects a downturn in business in Russia and subdued demand for mechanical seals in Japan. The Business Group will therefore systematically continue with its established cost and liquidity management. In 2015, the Helix Medical Business Group will continue to drive forward the integration of the businesses acquired in recent years. In addition, Helix Medical will be intensifying investment in proprietary knowhow for various medical applications. The organizational * Sources: In this chapter, all figures referring to economic developments are based on data from Consensus Economics, the European Commission, the International Monetary Fund and the market research and consultancy company Schlegel und Partner. 92 Report on Expected Developments realignment of the Freudenberg Nonwovens and Freudenberg Politex Nonwovens Business Groups and their merger to form the new Freudenberg Performance Materials Business Group should enable the new unit to serve customers more effectively and efficiently. Freudenberg Performance Materials will invest in new applications, technologies and IT systems. The Freudenberg Filtration Technologies Business Group will continue to focus on automotive filters and industrial filtration. It will also seize attractive openings to expand its market position in further filtration applications. Freudenberg Home and Cleaning Solutions is likely to benefit from the economic growth in the North America, Asia/Pacific and India regions forecast for 2015. At the same time, the Business Group will not be immune to negative developments in Russia and some parts of the Middle East. Freudenberg Chemical Specialities expects positive overall business development in 2015. In line with economic conditions, developments in the individual regions will be very mixed. Across the board, we will be offering our customers new innovative solutions in 2015. We will drive our key projects forward and will also launch new initiatives with regard to sustainability, non-financial key performance indicators and social commitment. We will invest in the four strategic growth areas – chemical surface treatment, medical technology, the oil and gas industry, and industrial filtration – wherever attractive opportunities arise, and we will intensify our activities in selected regions in line with market openings. The Freudenberg Group will again deliver on its commitment to responsible conduct in 2015 by implementing numerous HSE measures. We expect to achieve a slight reduction in the number of accidents at work, measured by the “Lost Day Incident - Frequency Rate“ (LDI-FR) (accidents resulting in at least one day‘s absence from work per million working hours) referred to the full year. We will continue to act prudently, keep a careful watch on economic developments, and respond swiftly and systematically to market changes. We will also systematically pursue our business policy with high operating efficiency and flexibility, and with solid financial management. The analysis of present risks concludes there are no risks which pose a threat to the continued existence of the Freudenberg Group. There were no major changes in the overall risk situation of the Group compared with the previous year. From today‘s perspective and despite all challenges, we expect year-on-year sales growth of between 2 and 4 percent for the Freudenberg Group in the 2015 financial year accompanied by an operating result at the prior-year level. All Business Groups are likely to contribute to this performance. On the basis of this forecast, we expect a slight decline in the return on sales. Overall, we are confident we will be able to improve the excellence of our Group still further in the current financial year. Weinheim, March 26, 2015 The Board of Management 93 94 FINANCIAL REPORT – CONSOLIDATED FINANCIAL STATEMENTS Freudenberg SE 96 97 98 99 100 101 Consolidated Statement of Financial Position Consolidated Statement of Profit or Loss Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements 95 Consolidated Statement of Financial Position [€ million] ASSETS Intangible assets Tangible assets Investment properties Investments in joint ventures Investments in associated companies Other financial assets Financial assets Other non-current assets Deferred taxes Non-current assets Inventories Trade receivables Other current assets Current receivables Current tax assets Securities and cash at bank and in hand Current assets Non-current assets held for sale and disposal groups EQUITY AND LIABILITIES Subscribed capital Capital reserves Retained earnings Equity without non-controlling interests Non-controlling interests Equity Provisions for pensions and similar obligations Other long-term provisions Long-term provisions Financial debt Other non-current liabilities Liabilities Deferred taxes Non-current liabilities Other current provisions Current tax liabilities Financial debt Trade payables Other current liabilities Liabilities Current liabilities Liabilities in connection with non-current assets held for sale and disposal groups 96 Note Dec. 31, 2013 (1) (2) (3) (4) (5) (7) (20) (6) (7) (8) (9) (10) (11) (12) (13) (20) (12) (13) (9) Dec. 31, 2014 786.7 1,387.8 19.3 348.3 691.6 106.2 1,146.1 53.0 82.9 3,475.8 697.7 846.3 134.2 980.5 38.2 672.9 2,389.3 7.5 5,872.6 860.6 1,466.5 20.6 413.1 820.0 118.1 1,351.2 28.6 120.4 3,847.9 798.5 929.5 142.4 1,071.9 30.5 917.7 2,818.6 0.0 6,666.5 450.0 50.2 1,951.8 2,452.0 322.9 2,774.9 465.9 89.1 555.0 672.9 63.4 736.3 121.0 1,412.3 355.7 42.8 519.1 468.8 299.0 1,286.9 1,685.4 450.0 50.2 2,344.4 2,844.6 366.4 3,211.0 620.0 69.7 689.7 677.5 78.3 755.8 113.8 1,559.3 437.0 64.4 558.9 524.1 311.8 1,394.8 1,896.2 0.0 5,872.6 0.0 6,666.5 Financial Report – Consolidated Statement of Financial Position Consolidated Statement of Profit or Loss Consolidated Statement of Profit or Loss [€ million] Note 2013 2014 Sales Cost of sales Gross profit Selling expenses Administrative expenses Research and development expenses Other income Other expenses Income from investments in joint ventures Profit from operations Income from investments in associated companies Other investment result Other interest and similar income Interest and similar expenses Financial result Profit before income taxes Income taxes Consolidated profit (14) (15) 5,646.1 -3,512.0 2,134.1 -996.0 -530.5 -191.5 64.3 -58.2 35.1 457.3 66.1 5.8 10.5 -46.4 36.0 493.3 -94.5 398.8 5,982.3 -3,672.1 2,310.2 -1,068.7 -511.4 -211.6 85.1 -95.3 55.1 563.4 92.8 -3.1 12.3 -40.3 61.7 625.1 -147.3 477.8 352.4 46.4 427.4 50.4 Profit attributable to Freudenberg Profit attributable to non-controlling interests (16) (17) (18) (4) (5) (19) (20) (21) 97 Consolidated Statement of Profit or Loss and Other Comprehensive Income 2013 2014 398.8 477.8 (11) 12.7 -150.5 (10) -4.2 8.5 40.0 -110.5 (10) (10) (10) (4) (5) -291.2 23.0 6.2 -0.9 81.3 -21.7 136.4 12.5 0.1 -0.1 50.3 -2.9 (10) -1.0 -7.6 -204.3 188.7 Other comprehensive income for the year -195.8 78.2 Total comprehensive income for the year Of which attributable to Freudenberg Of which attributable to non-controlling interests 203.0 151.3 51.7 556.0 483.1 72.9 [€ million] Note Consolidated profit Other comprehensive income: Remeasurement of defined benefit plans Income tax relating to items that will not be reclassified to profit or loss Items that will not be reclassified to profit or loss Exchange rate differences Changes in value of securities Changes in value of derivative financial instruments Share in other comprehensive income of joint ventures Share in other comprehensive income of associated companies Miscellaneous comprehensive income Income tax relating to items that will be reclassified subsequently to profit or loss when specific conditions are met Items that will be reclassified subsequently to profit or loss when specific conditions are met 98 Financial Report – Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Cash Flows Consolidated Statement of Cash Flows 2013 2014 493.3 -112.4 625.1 -173.4 237.6 256.2 -6.9 -82.1 -100.8 29.4 57.8 515.9 -6.7 -111.7 -72.8 53.6 47.5 617.8 23.1 34.8 -229.3 21.5 -9.6 -271.6 1.2 -4.9 -325.4 -519.7 -98.2 - 338.7 -95.9 -119.9 147.1 69.2 4.8 -1.5 4.2 -0.8 54.5 - 47.3 Changes in cash and cash equivalents with effect on payments Changes in cash and cash equivalents from changes in consolidated group Changes in cash and cash equivalent from exchange rate differences Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 50.7 -8.1 -21.9 652.2 672.9 231.8 0.0 13.0 672.9 917.7 Securities and cash at bank and in hand 672.9 917.7 [€ million] Profit before income taxes Current income taxes Depreciation, amortization and impairment losses on intangible assets, tangible assets, investment properties and financial assets less write-ups Profit or loss on disposal of intangible assets, tangible assets, investment properties and financial assets Other expenditure and income not affecting payments Changes in inventories, trade receivables and other assets Changes in trade payables and other liabilities Changes in provisions Cash flow from operating activities Cash inflow from disposals of intangible assets, tangible assets and investment properties Cash outflow from acquisitions of intangible assets, tangible assets and investment properties Cash inflow from disposals in financial assets Cash outflow from acquisitions in financial assets Payments in connection with the disinvestment/investment of consolidated companies less cash acquired or disposed of Cash flow from investing activities Payments to shareholders/non-controlling interests Cash inflow from the take-up/cash outflow from the repayment of financial debts Cash inflow from disposals of loans and securities held as non-current assets Cash outflow from acquisitions of loans and securities held as non-current assets Cash flow from financing activities Note (22) 99 450.0 Equity 450.0 Non-controlling interests 50.2 Equity without non-controlling interests Consolidated profit Appropriation of profit Other comprehensive income Status Dec. 31, 2014 450.0 Retained earnings Status Jan. 1, 2013 Consolidated profit Appropriation of profit Other comprehensive income Status Dec. 31, 2013 Capital reserves [€ million] Subscribed capital Consolidated Statement of Changes in Equity 50.2 1,873.8 352.4 -73.3 -201.1 1,951.8 2,374.0 352.4 -73.3 -201.1 2,452.0 294.0 46.4 -22.8 5.3 322.9 2,668.0 398.8 -96.1 -195.8 2,774.9 50.2 427.4 -90.5 55.7 2,344.4 427.4 -90.5 55.7 2,844.6 50.4 -29.4 22.5 366.4 477.8 -119.9 78.2 3,211.0 See also the explanatory remarks on equity in note (10) to the Consolidated Financial Statements. 100 Financial Report – Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS General The Freudenberg Group is an international industrial group mainly active as a supplier to the automotive, mechanical engineering, oil and gas, textile and apparel industries throughout the world. The Group’s portfolio also includes medical technology and consumer goods. The consolidated financial statements of Freudenberg Societas Europaea (hereafter Freudenberg SE), Weinheim, Germany, for 2014 have been drawn up in accordance with the International Financial Reporting Standards (IFRS) as they are to be applied in the European Union (EU) as of the date of the statement of financial position (December 31, 2014). Comparative figures for the previous financial year were based on the same principles. Freudenberg SE has availed itself of the right as laid down in Sec. 315a (3) HGB (Handelsgesetzbuch, “German Commercial Code”) to set up its consolidated financial statements in accordance with IFRS. The Group currency is the euro. All amounts are indicated in million euros unless otherwise stated. In the 2014 financial year, the application of the following amended standards was binding for the first time: – IAS 32: Amendment to IAS 32 – Financial Instruments: Presentation – Offsetting Financial Assets and Financial Liabilities – IAS 36: Amendment to IAS 36 – Recoverable Amount Disclosures for Non-Financial Assets – IAS 39: Amendment to IAS 39 – Novation of Derivatives and Continuation of Hedge Accounting The first-time application of these amended standards had no effect or no material effect on the consolidated financial statements. 101 Freudenberg applied the following new standards and amendments to existing standards, the application of which was mandatory for the first time as at December 31, 2014, on a voluntary basis for the consolidated financial statements as at December 31, 2013: – IFRS 10: Consolidated Financial Statements – IFRS 11: Joint Arrangements – IFRS 12: Disclosure of Interests in Other Entities – Amendment to IFRS 10, IFRS 11, IFRS 12:Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance – Amendment to IFRS 10, IFRS 12, IAS 27: Investment Entities 102 – IAS 27: Separate Financial Statements – IAS 28: Investments in Associates and Joint Ventures Financial Report – Notes to the Consolidated Financial Statements The IASB and the IFRS Interpretations Committee have published additional standards, interpretations and amendments the application of which was not yet binding for the 2014 financial year. The application of these standards, interpretations and amendments is subject to endorsement by the EU which, in some cases, is still pending. Standard/ Interpretations Application binding from* Endorsed by EU Probable impact IFRS 9 Financial Instruments January 1, 2018 No IFRS 10, IFRS 12 and IAS 28 IFRS 11 Amendment to IFRS 10, IFRS 12 and IAS 28 – Investment Entities: Applying the Consolidation Exception Amendment to IFRS 11 – Accounting for Acquisitions of Interests in Joint Operations Regulatory Deferral Accounts Revenue from Contracts with Customers January 1, 2016 No Changes in the classification and measurement of financial assets and liabilities, impairments, hedge accounting and extended disclosures in notes; it is expected that the impact of the changes will be slight None January 1, 2016 No None January 1, 2016 January 1, 2017 No No Amendment to IAS 1 – Disclosure Initiative Amendment to IAS 16 and IAS 38 – Clarification of Acceptable Methods of Depreciation and Amortisation Amendment to IAS 16 and IAS 41 – Bearer Plants Amendment to IAS 19 – Defined Benefit Plans: Employee Contributions Amendment to IAS 27 – Equity Method in Separate Financial Statements Amendment to IAS 28 and IFRS 10 – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Levies Annual Improvements to IFRSs 2010 – 2012 Cycle Annual Improvements to IFRSs 2011 – 2013 Cycle Annual Improvements to IFRSs 2012 – 2014 Cycle January 1, 2016 January 1, 2016 No No None Effects on sales, mainly as a result of customer-specific project orders and extended disclosures in notes No significant impact None January 1, 2016 No None July 1, 2014 No No significant impact January 1, 2016 No None January 1, 2016 No None January 1, 2014 July 1, 2014 Yes** No None None July 1, 2014 Yes None January 1, 2016 No No significant impact IFRS 14 IFRS 15 IAS 1 IAS 16 and IAS 38 IAS 16 and IAS 41 IAS 19 IAS 27 IAS 28 and IFRS 10 IFRIC 21 Various standards Various standards Various standards * From this date or for reporting periods beginning after this date. ** The first date of binding application defined by the EU endorsement is different from the first date of application stated in the standard. 103 Consolidated group Apart from Freudenberg SE, 67 (previous year: 68) German and 324 (previous year: 323) foreign affiliated companies, with respect to which Freudenberg SE has the power to direct the relevant activities of the company, the right to variable returns from the company and the ability to affect such variable returns, are fully consolidated. Freudenberg holds a 25-percent stake in EagleBurgmann Japan Co., Ltd., Tokyo, Japan, the partner in the joint venture in the field of mechanical seals operated within the EagleBurgmann Business Group. Eagle Industry Co., Ltd., Tokyo, Japan, also holds a 25-percent stake in EagleBurgmann Germany GmbH & Co. KG, Wolfratshausen, Germany. According to the Joint Venture Agreement, Freudenberg exercises control over affiliated companies of the EagleBurgmann Group in which Freudenberg holds less than half of the voting rights of the other company; such affiliated companies are therefore fully consolidated. Ten (previous year: nine) German and 57 (previous year: 53) foreign joint ventures are included in the consolidated financial statements. These legally independent companies are managed jointly with the partner company in each case. Both parties hold rights to the net assets of the companies. The joint ventures are consolidated by the equity method. In addition, 12 (previous year: 14) foreign associated companies are included in the consolidated financial statements. Freudenberg does not control these companies but only exercises a significant influence. These companies are consolidated by the equity method. All affiliated companies, joint ventures and associated companies are listed under “Shareholdings of the Freudenberg Group“. In the year under review, 15 companies were included in the consolidated financial statements as fully consolidated affiliated companies for the first time. 15 companies which had previously been fully consolidated were no longer included as fully consolidated affiliated companies due to sale, liquidation or merger. The timing of the initial consolidation was determined on the basis of the date when Freudenberg SE started to exercise financial control. Tobul Accumulator Incorporated with headquarters in Bamberg, USA, was acquired with effect from July 31, 2014. The objective of this acquisition was to strengthen the seals and vibration control strategic business area in the field of the development and production of hydraulic accumulators. In addition, various companies of the Hänsel Group which operate the interlinings business of the Hänsel brand were acquired from Hänsel Textil GmbH, Iserlohn, Germany, with effect from August 1, 2014. This acquisition further expanded interlinings business. Apart from the participations mentioned above, the following operations were acquired on the basis of asset deals: 104 Financial Report – Notes to the Consolidated Financial Statements Effective January 15, 2014, the Marigold household gloves business was acquired from Comasec SAS, Gennevilliers, France, a company of the Dutch Ansell Group. The acquisition included the global trademark rights for the Marigold brand as well as consumer business in the UK, Ireland, Italy, the Netherlands, Hong Kong and Japan. Effective November 1, 2014, Freudenberg acquired the industrial activated carbon corrosion protection business of North American company MeadWestvaco Corporation, headquartered in Richmond, Virginia, USA. This means that Freudenberg can offer global customers an even broader portfolio of future-oriented filtration solutions for pollution-free air. In 2014, the balance of the amount expended on acquisition activities and the amount received as a result of disinvestment activities was €-98.2 million (previous year: €-325.4 million). The changes in the consolidated group had the following effects on the net assets, financial position and results of operations: [€ million ] Non-current assets Current assets Non-current liabilities Current liabilities Sales Dec. 31, 2013 307.3 97.7 54.7 327.4 106.8 Dec. 31, 2014 93.9 31.3 18.9 106.7 66.1 Consolidation methods The acquisition costs of the shareholdings concerned are set off against the pro-rata share in the fair value of the equity of the companies concerned as of the date of acquisition according to the purchase method. Assets and liabilities are also included in the consolidated statement of financial position at their fair values as of the acquisition date. Any remaining differences are shown as goodwill. Inter-company profits and losses, sales, expenses and income and all receivables and payables between consolidated companies are eliminated. Deferred taxes are set up on consolidation transactions affecting net income. Joint ventures and associated companies are consolidated by the equity method on the basis of financial statements drawn up in accordance with IFRS. The differences arising from the acquisition of shareholdings in joint ventures and associated companies form part of the book value of the shareholding in the company concerned. Amortization is not recognized on goodwill in subsequent periods. An impairment test is carried out on the book value of the shareholding in the joint venture or associated company as a whole. 105 Accounting and measurement principles The consolidated financial statements are based on the annual accounts of Freudenberg SE and the consolidated companies. All the annual accounts concerned were drawn up as at December 31, 2014. In accordance with IFRS 10, the accounts of the individual companies to be included in the consolidated financial statements have been drawn up applying uniform accounting and measurement methods. Acquired intangible assets are capitalized at acquisition cost and amortized on a systematic basis. Amortization is based on the following useful lives: Software Patents and licenses 3 to 8 years depending on contract term An impairment test is carried out on goodwill at least once per year and an impairment loss is shown if the value of such assets is found to have been impaired. For the impairment test, the value in use of the cash-generating unit to which the goodwill is allocated is determined in accordance with IAS 36 on the basis of a five-year plan, applying the discounted cash flow method. In line with internal management reporting, the cash-generating units are determined on the basis of the Business Groups. The discount rates used are based on the WACC (”weighted average cost of capital“) determined separately for each cash-generating unit. An impairment loss is recognized if the carrying amount of the cash-generating unit is in excess of discounted future cash flows. Impairments of capitalized goodwill are shown under other expenses in the consolidated statement of profit or loss. Provided that such assets meet the requirements of IAS 38, internally generated intangible assets are carried as assets at production cost and are amortized on a systematic basis over their useful lives, if their useful lives are finite. If the useful life of intangible assets is not considered to be finite, no amortization is effected. An impairment test is carried out on such assets annually. An intangible asset may be regarded as having an indefinite useful life when, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash flows for the Group. Tangible assets are capitalized at acquisition or production cost. In the case of assets produced by Group companies, production cost also includes directly attributable cost as well as pro-rata overheads and depreciation. 106 Financial Report – Notes to the Consolidated Financial Statements Borrowing costs are capitalized as part of acquisition or production cost in the case of qualifying assets. Expenditure for repairs and maintenance is generally shown as expenses. Such expenditure is only capitalized if future economic benefits in connection with such expenditure are probable and the acquisition or production cost can be reliably measured. Movable non-current assets and industrial buildings are depreciated over their useful lives. This approach normally corresponds to straight-line depreciation. Systematic depreciation is determined on the basis of the following useful lives: Buildings Machinery and equipment Other fixtures, fittings and office equipment max. 50 years 5 to 20 years 3 to 20 years In addition, an impairment loss is recognized if the fair value less costs to sell or value in use of an asset falls below the book value. If the impairment of an asset reflected by a write-down in the past is reduced or eliminated, the impairment loss is reversed. The updated acquisition or production cost represents the upper limit of measurement in such cases. Taxable grants and tax-free investment subsidies, normally paid by public bodies, are set off against acquisition or production cost. In accordance with IAS 17, tangible assets leased under finance leases are recognized as assets and written off over their economic useful life if substantially all the risks and rewards associated with the ownership of the leased asset lie with the lessee. Such assets are carried at the fair value of the leased asset at the inception of the lease or, if lower, at the present value of the minimum lease payments. A liability of the same amount is also shown on the statement of financial position. In the case of operating leases, lease payments are recognized as expenses. Land and buildings held to earn rentals from third parties are dealt with as investment properties. Such properties are measured at acquisition cost. Investment properties are depreciated over their useful lives. This approach normally corresponds to straight-line depreciation. As a general principle, systematic depreciation is calculated on the basis of a maximum useful life of 50 years and effected on a straight-line basis. The fair value is determined by the discounted cash flow method. 107 Participations are shown at acquisition cost or, if lower, at fair value. Investments in joint ventures and associated companies are shown at acquisition cost on first-time consolidation and subsequently adjusted for changes in the share of the shareholder in the net assets of the company concerned. Long-term loans are discounted if the amount of such discount is significant. Inventories are shown at acquisition or production cost or at net realizable value, where this is lower. Inventories of raw materials and consumables and merchandise are measured by the weighted average cost method. Production cost includes directly attributable costs as well as production and material overheads and depreciation. Receivables and other assets are recognized at amortized cost. Impairments are recognized for individual risks identified which are not covered by credit insurance. Impairments are effected using a separate account if circumstances become apparent as a result of which the conclusion can be drawn that certain receivables are subject to risks in excess of the general credit risk. The amortized cost is approximately equivalent to the fair value of the assets concerned. Long-term receivables are discounted if the amount of such discount is significant. Securities carried as non-current or current assets that are available for sale are recorded at fair value as of the statement of financial position date. Value changes are shown under equity without an effect on net income. Cash at bank or in hand is shown at its nominal value. Cash held in foreign currencies is converted using the exchange rate as of the statement of financial position date. Non-current assets and groups of assets held for sale are shown separately in the statement of financial position if they are available for immediate sale in their present condition and the sale of such assets is highly probable within the next 12 months. Such assets are shown at the lower of fair value less costs to sell and book value. Systematic depreciation is not recognized on such assets from the date of reclassification. Liabilities included in a disposal group are shown separately under liabilities. The requirement for the reversal of the impairment of assets has been complied with both for non-current and for current assets. Unless individual standards call for a different measurement, the updated acquisition or production cost represents the upper limit of measurement in such cases. 108 Financial Report – Notes to the Consolidated Financial Statements Provisions for pensions and similar obligations are determined by the projected unit credit method using actuarial principles, taking into account future income and pension trends. Service cost and the net interest on the net defined benefit liability are recognized with an impact on profit or loss. Remeasurements of the net defined benefit liability are disclosed under other comprehensive income. Plan assets are measured at fair value. Deferred taxes are calculated on temporary differences between the book values of assets and liabilities in the consolidated statement of financial position and their tax bases, taking into account the applicable national income tax rates valid on the date of realization and already in force on the statement of financial position date. In addition, deferred tax assets are recognized for tax losses carried forward if it is likely that such losses will be usable by the company. Deferred tax assets and liabilities are only set off against each other in cases where the income taxes concerned are levied by the same tax authority and concern the same period. Other provisions allow for all recognizable risks and uncertain obligations towards third parties which will probably result in an outflow of resources which can be reliably estimated. Such provisions are recognized at their most probable settlement value and discounted if the amount of such discount is significant. Reimbursement rights in this connection are shown separately under other assets. Liabilities are shown at their face value or at the repayment or settlement value, where this is higher. Non-current liabilities are discounted if the amount of such discount is significant. Sales and other income are recognized at the fair value of the consideration received or receivable when the services are performed or the goods or products concerned are delivered. The consolidated statement of cash flows is broken down into cash flows from operating, investing and financing activities. Effects arising from changes in the consolidated group and the effects of exchange rate differences have been eliminated from the consolidated statement of cash flows. The influence of these effects on cash and cash equivalents is indicated separately. In connection with the drawing-up of the consolidated financial statements, it has been necessary to make assumptions and estimates concerning certain assets and liabilities (for example, as regards the useful life of assets with a finite useful life or the parameters for determining pension liabilities). Actual future figures may deviate from these estimates. 109 Fair value is determined on the basis of input factors in three defined categories. The following fair value measurement hierarchy is applied: Level 1: Use of quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2: Determination of fair value using measurement procedures based on observed input factors for similar assets or liabilities in active markets or for identical assets or liabilities in markets that are not active. Level 3: Measurement of assets and liabilities using measurement methods based on unobservable inputs as adequate observable market data are not available for the measurement of fair value. 110 Financial Report – Notes to the Consolidated Financial Statements Currency translations The financial statements of all companies included in the consolidated financial statements which are not located in the eurozone are drawn up in the national currencies concerned. This is the currency of the primary economic environment in which the companies concerned operate (concept of functional currency). In the accounts of individual companies, foreign-currency receivables and liabilities are translated at the exchange rates as of the date of the statement of financial position. Goodwill created as a result of acquisitions on or after March 31, 2004, is carried as an asset of the economically independent foreign companies concerned in their respective functional currencies. As a general principle, the annual financial statements of companies located in hyperinflationary economies are translated in accordance with the requirements of IAS 29. In the consolidated financial statements, the financial statements of all companies not located in the eurozone are translated in accordance with the following principles: Statement of financial position items are translated at the exchange rate as of the date of the statement of financial position. Statement of profit or loss items are translated at average annual exchange rates. Differences arising from the use of different exchange rates are recognized in equity without an effect on net income. The same principles are used in the case of investments in joint ventures and associated companies consolidated by the equity method. The exchange rates of currencies used for currency conversion which are material to the annual financial statements developed as follows: Country Currency 1 Euro = China India Japan Norway Russia United Kingdom USA CNY INR JPY NOK RUB GBP USD Closing rate Dec. 31, 2013 Dec. 31, 2014 8.3314 85.2246 144.5122 8.3614 45.2582 0.8331 1.3767 7.5550 77.4729 145.2439 9.0144 67.5895 0.7818 1.2166 Average rate 2013 2014 8.1686 78.5205 130.3060 7.8681 42.5912 0.8497 1.3301 8.1575 80.7777 140.5060 8.3928 51.5000 0.8028 1.3219 Differences arising from the use of different exchange rates compared with the previous year are shown in the statement of changes in intangible and tangible assets with respect to non-current assets and in the consolidated statement of profit or loss and other comprehensive income with respect to equity. 111 (1) Intangible assets Concessions and licenses Goodwill Payments made on account Total Changes in intangible assets from January 1 to December 31, 2013: 487.9 159.8 -32.9 15.7 0.0 -15.4 1.0 616.1 417.3 111.5 -24.2 1.1 0.0 -0.8 0.0 504.9 0.1 0.0 0.0 0.6 0.0 -0.2 0.3 0.8 905.3 271.3 -57.1 17.4 0.0 -16.4 1.3 1,121.8 Status Jan. 1, 2013 Changes in consolidated group Exchange rate differences Additions – systematic Impairment losses Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2013 277.9 0.0 -12.1 49.2 0.1 0.0 -6.3 0.2 309.0 26.3 0.0 -0.2 0.0 0.0 0.0 0.0 0.0 26.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 304.2 0.0 -12.3 49.2 0.1 0.0 -6.3 0.2 335.1 Book value Dec. 31, 2013 Book value Dec. 31, 2012 307.1 210.0 478.8 391.0 0.8 0.1 786.7 601.1 [€ million] ACQUISITION/PRODUCTION COST Status Jan. 1, 2013 Changes in consolidated group Exchange rate differences Additions Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2013 AMORTIZATION 112 Financial Report – Notes to the Consolidated Financial Statements Concessions and licenses Goodwill Payments made on account Total Changes in intangible assets from January 1 to December 31, 2014: 616.1 46.1 19.8 23.7 0.0 -13.7 1.3 693.3 504.9 32.0 24.3 0.0 0.0 0.0 0.0 561.2 0.8 0.0 0.0 0.8 0.0 0.0 -0.7 0.9 1,121.8 78.1 44.1 24.5 0.0 -13.7 0.6 1,255.4 Status Jan. 1, 2014 Changes in consolidated group Exchange rate differences Additions – systematic Impairment losses Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2014 309.0 0.0 10.5 58.0 1.6 -0.1 -11.0 0.0 368.0 26.1 0.0 0.7 0.0 0.0 0.0 0.0 0.0 26.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 335.1 0.0 11.2 58.0 1.6 -0.1 -11.0 0.0 394.8 Book value Dec. 31, 2014 Book value Dec. 31, 2013 325.3 307.1 534.4 478.8 0.9 0.8 860.6 786.7 [€ million] ACQUISITION/PRODUCTION COST Status Jan. 1, 2014 Changes in consolidated group Exchange rate differences Additions Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2014 AMORTIZATION Goodwill was subjected to an impairment test as at December 31, 2014. The basic assumptions used for determining the value in use of the cash generating units included a growth rate of 2.0 percent (previous year: 2.0 percent) and WACCs ranging from 7.3 percent to 11.0 percent (previous year: ranging from 6.3 percent to 9.7 percent). On this basis, no impairment loss was identified. An impairment test was also carried out with a variation in the discount rate of up to plus/minus 2.0 percentage points. On this basis too, there was no need to record an impairment loss. 113 Land and buildings Machinery and equipment Other fixtures, fittings and office equipment Payments made on account Work in progress Total (2) Tangible assets Changes in tangible assets from January 1 to December 31, 2013: 963.2 35.2 -29.1 20.3 0.0 -3.5 17.8 1,003.9 1,960.4 67.7 -59.9 48.0 0.0 -72.0 44.2 1,988.4 663.0 15.9 -15.3 48.8 0.5 -24.6 21.2 709.5 15.7 1.2 -0.8 14.4 0.0 -1.7 -19.4 9.4 74.6 0.2 -3.7 80.3 0.0 -0.8 -64.9 85.7 3,676.9 120.2 -108.8 211.8 0.5 -102.6 -1.1 3,796.9 Status Jan. 1, 2013 Changes in consolidated group Exchange rate differences Additions – systematic Impairment losses Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2013 453.4 15.9 -13.4 28.9 0.0 0.0 -2.8 0.4 482.4 1,361.4 42.7 -39.6 95.8 2.6 -0.1 -64.2 -2.0 1,396.6 490.4 11.9 -10.8 57.8 0.1 0.4 -21.6 1.6 529.8 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.4 0.0 0.0 0.0 0.0 0.0 -0.1 0.0 0.3 2,305.6 70.5 -63.8 182.5 2.7 0.3 -88.7 0.0 2,409.1 Book value Dec. 31, 2013 Book value Dec. 31, 2012 521.5 509.8 591.8 599.0 179.7 172.6 9.4 15.7 85.4 74.2 1,387.8 1,371.3 [€ million] ACQUISITION/PRODUCTION COST Status Jan. 1, 2013 Changes in consolidated group Exchange rate differences Additions Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2013 DEPRECIATION 114 Financial Report – Notes to the Consolidated Financial Statements Land and buildings Machinery and equipment Other fixtures, fittings and office equipment Payments made on account Work in progress Total Changes in tangible assets from January 1 to December 31, 2014: 1,003.9 3.2 28.8 23.6 0.6 -14.2 24.7 1,070.6 1,988.4 6.1 54.0 57.3 4.0 -70.4 53.2 2,092.6 709.5 1.6 18.1 45.6 0.1 -35.9 23.9 762.9 9.4 0.0 0.8 19.1 0.0 -0.2 -13.8 15.3 85.7 0.0 4.0 98.5 0.0 -0.9 -88.5 98.8 3,796.9 10.9 105.7 244.1 4.7 -121.6 -0.5 4,040.2 Status Jan. 1, 2014 Changes in consolidated group Exchange rate differences Additions – systematic Impairment losses Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2014 482.4 0.2 11.6 30.2 1.8 0.6 -8.7 0.1 518.2 1,396.6 2.9 43.4 95.7 5.5 3.1 -61.9 0.8 1,486.1 529.8 1.2 12.0 60.0 0.2 0.2 -33.5 -0.8 569.1 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.3 2,409.1 4.3 67.0 185.9 7.5 3.9 -104.1 0.1 2,573.7 Book value Dec. 31, 2014 Book value Dec. 31, 2013 552.4 521.5 606.5 591.8 193.8 179.7 15.3 9.4 98.5 85.4 1,466.5 1,387.8 [€ million] ACQUISITION/PRODUCTION COST Status Jan. 1, 2014 Changes in consolidated group Exchange rate differences Additions Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2014 DEPRECIATION In the financial year under review, Freudenberg received government grants for tangible assets in the amount of €1.2 million (previous year: €0.1 million). The grants mainly concerned investment promotion and were netted against acquisition costs. 115 Leased assets Leased assets are recognized under non-current assets at the following book values: [€ million] Dec. 31, 2013 Dec. 31, 2014 0.3 3.7 0.9 2.5 7.4 0.1 4.3 1.1 1.1 6.6 Intangible assets Land and buildings Machinery and equipment Other fixtures, fittings and office equipment Book value of leased assets recognized Up to 1 year 1 to 5 years Over 5 years Dec. 31, 2013 Up to 1 year 1 to 5 years Over 5 years Dec. 31, 2014 The finance lease contracts were concluded at arm’s-length business conditions. Such leases normally include favorable purchase options. The lease contracts do not provide for any contingent rent payments or significant restrictions. Finance leases Minimum lease payments Discount Present value 2.5 0.1 2.4 1.4 0.1 1.3 1.9 0.3 1.6 5.8 0.5 5.3 1.4 0.0 1.4 1.3 0.1 1.2 4.8 1.1 3.7 7.5 1.2 6.3 Operating leases Minimum lease payments 61.7 92.8 37.3 191.8 63.7 110.9 42.7 217.3 [€ million] Lease payments totaling €85.9 million (previous year: €81.0 million) under operating leases were recognized with an effect on net income. 116 Financial Report – Notes to the Consolidated Financial Statements (3) Investment properties Details of land and buildings held by the Freudenberg Group as investment properties are shown in the table below: [€ million] 2013 2014 Third-party use Rent income 100 % 100 % 3.9 4.0 There were no significant direct operating expenses in the year under review or in the previous year. There are no restrictions on the saleability of investment properties. Freudenberg is not under any contractual obligations to purchase, build or develop investment properties. Furthermore, Freudenberg is not under any contractual obligations to repair or maintain such investment properties going beyond its statutory obligations. 117 Changes in investment properties from January 1 to December 31, 2013: [€ million] ACQUISITION/PRODUCTION COST Status Jan. 1, 2013 Changes in consolidated group Exchange rate differences Additions Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2013 48.2 0.0 0.0 0.0 0.0 0.0 0.0 48.2 DEPRECIATION 118 Status Jan. 1, 2013 Changes in consolidated group Exchange rate differences Additions – systematic Impairment losses Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2013 27.4 0.0 0.0 1.5 0.0 0.0 0.0 0.0 28.9 Book value Dec. 31, 2013 Book value Dec. 31, 2012 19.3 20.8 Financial Report – Notes to the Consolidated Financial Statements Changes in investment properties from January 1 to December 31, 2014: [€ million] ACQUISITION/PRODUCTION COST Status Jan. 1, 2014 Changes in consolidated group Exchange rate differences Additions Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2014 48.2 0.0 0.0 2.8 0.0 0.0 0.0 51.0 DEPRECIATION Status Jan. 1, 2014 Changes in consolidated group Exchange rate differences Additions – systematic Impairment losses Write-ups/revaluations Disposals Reclassifications Status Dec. 31, 2014 28.9 0.0 0.0 1.5 0.0 0.0 0.0 0.0 30.4 Book value Dec. 31, 2014 Book value Dec. 31, 2013 20.6 19.3 The fair value of investment properties was €43.8 million (previous year: €38.2 million) and was calculated on the basis of discounted cash flows (level 3). 119 (4) Investments in joint ventures The joint venture agreements with Trelleborg AB, Trelleborg, Sweden, and NOK Corporation, Tokyo, Japan, are of major importance for Freudenberg. The purpose of the TrelleborgVibracoustic joint venture with Trelleborg AB is to strengthen activities in the automotive business. Trelleborg AB and Freudenberg SE each hold a stake of 50 percent. NOK-Freudenberg Group China is a 50:50 joint venture between the Japanese NOK Corporation and Freudenberg SE with the objective of serving the high-growth Chinese market with locally-produced and imported sealing and vibration control products. The summarized financial information of the joint venture parent companies is set out below: TrelleborgVibracoustic GmbH, Darmstadt, Germany [€ million] Current assets Of which: cash and cash equivalents Non-current assets Current liabilities Of which: current financial liabilities Non-current liabilities Of which: non-current financial liabilities Non-controlling interests Equity without non-controlling interests Freudenberg share Pro-rata share in equity Disproportionate capital measures of the shareholders At-equity measurement Sales Profit or loss from continuing operations Other comprehensive income Total comprehensive income Of which: depreciation and amortization Of which: interest income Of which: interest expenses Of which: income tax expense or income 120 NOK-Freudenberg Asia Holding Co. Pte. Ltd., Singapore Dec. 31, 2013 Dec. 31, 2014 Dec. 31, 2013 Dec. 31, 2014 568.9 168.4 640.1 593.2 241.6 150.3 3.7 40.2 425.3 50.0 % 212.6 9.8 222.4 604.7 193.5 707.2 595.9 192.8 174.0 1.9 35.3 506.7 50.0 % 253.4 7.2 260.6 135.6 48.3 118.8 63.0 3.5 0.8 0.0 0.0 190.6 50.0 % 95.3 0.0 95.3 160.1 64.2 134.2 63.2 3.8 0.0 0.0 0.0 231.1 50.0 % 115.6 0.0 115.6 2013 2014 2013 2014 1,679.5 40.4 -12.9 27.5 -67.1 1.1 -8.8 -28.2 1,779.3 73.5 32.5 106.0 -72.8 3.5 -7.6 -25.9 260.3 29.4 -3.9 25.5 -12.1 0.3 -0.5 -10.8 277.7 36.1 16.7 52.8 -12.2 0.5 -0.6 -11.9 Financial Report – Notes to the Consolidated Financial Statements Freudenberg received dividends in the amount of €14.3 million (previous year: €0.0 million) from TrelleborgVibracoustic GmbH and €7.8 million (previous year: €1.9 million) from NOK-Freudenberg Asia Holding Co. Pte. Ltd. The total carrying amount of interests in all individual joint ventures which are not material was €36.9 million (previous year: €30.6 million). The pro-rata share of the profit or loss from continuing operations of all individual joint ventures classed as not material was €0.8 million (previous year: €0.2 million) and the pro-rata share in other comprehensive income was €- 0.1 million (previous year: €-3.7 million). The pro-rata share in total comprehensive income was therefore €0.7 million (previous year: €-3.5 million). (5) Investments in associated companies The most important non-controlling interests of Freudenberg were those in the Japanese companies NOK Corporation and Japan Vilene Company Ltd., both with registered offices in Tokyo, Japan. The NOK Group manufactures and supplies sealing products, flexible printed circuits, roll products for office equipment and further products such as specialty lubricants. Japan Vilene Company Ltd. manufactures nonwovens for the clothing, automotive, electrical and consumer goods industries as well as for applications in the medical sector and filtration. 121 These two significant associated companies published the following figures in their consolidated interim financial statements as at December 31 in each case: [€ million] Current assets Non-current assets Current liabilities Non-current liabilities Treasury shares Non-controlling interests Equity without treasury shares and non-controlling interests Freudenberg share Pro-rata share in equity Goodwill Disproportionate capital measures of the shareholders At-equity measurement Sales Profit or loss from continuing operations Other comprehensive income Total comprehensive income NOK Corporation Dec. 31, 2013 Dec. 31, 2014 Japan Vilene Company Ltd. Dec. 31, 2013 Dec. 31, 2014 2,060.0 2,332.8 1,306.6 553.3 -4.8 208.9 2,584.7 2,619.4 1,437.1 714.0 -2.9 271.2 181.9 201.9 83.8 61.3 0.0 0.0 191.2 216.0 96.9 42.3 -0.1 0.0 2,328.8 25.10 % 584.5 7.1 0.0 591.6 2,784.7 25.10 % 699.0 7.1 0.0 706.1 238.7 33.40 % 79.7 0.6 -15.5 64.8 268.1 33.40 % 89.6 0.6 -15.5 74.7 2013 2014 2013 2014 4,423.4 218.5 407.4 625.9 4,779.6 355.5 319.4 674.9 399.0 25.6 26.3 51.9 399.9 19.2 12.6 31.8 The decrease in the other comprehensive income of the two companies is due to exchange differences on translating financial statements in foreign currencies and to effects from changes in the value of securities available for sale. Freudenberg received dividends in the amount of €7.6 million (previous year: €6.5 million) from NOK Corporation and €2.6 million (previous year: €1.7 million) from Japan Vilene Company Ltd. As at December 31, 2014, the market values of the shareholdings were €924.5 million (¥134,283.7 million) (previous year: €517.2 million; ¥74,746.9 million) for NOK Corporation and €74.8 million (¥10,870.8 million) (previous year: €68.3 million; ¥9,871.9 million) for Japan Vilene Company Ltd. The total carrying amount of interests in all associated companies classed as not material was €39.2 million (previous year: €35.2 million). The pro-rata share in the profit or loss from continuing operations of all individual associated companies classed as not material was €7.0 million (previous year: €7.8 million) and the pro-rata share in the other comprehensive income of these companies was €1.9 million (previous year: €-3.3 million). The pro-rata share in the total comprehensive income was therefore €8.9 million (previous year: €4.5 million). 122 Financial Report – Notes to the Consolidated Financial Statements (6) Inventories Inventories break down as follows: [€ million] Dec. 31, 2013 Dec. 31, 2014 202.4 104.3 389.5 1.5 697.7 229.1 116.9 447.6 4.9 798.5 Raw materials and consumables Work in progress Finished goods and merchandise Payments made on account Inventories rose by €100.8 million compared with the previous year, chiefly as a result of adaptation to market demand. After eliminating the effects of changes in the consolidated group and exchange rate effects, inventories rose by about 9 percent. Write-downs of inventories totaling €15.9 million (previous year: €22.6 million) were recognized as expenses in the reporting year. Write-ups totaling €10.9 million (previous year: €11.3 million) were effected on inventories as the reason for the impairment losses concerned no longer existed. The inventories shown are not subject to any significant restrictions on title or disposal. 846.3 187.2 1,033.5 929.5 142.4 1,071.9 0.0 28.6 28.6 Dec. 31, 2014 0.0 53.0 53.0 Residual term more than 1 year 846.3 134.2 980.5 Residual term up to 1 year Dec. 31, 2013 Trade receivables Other assets Residual term more than 1 year [€ million] Residual term up to 1 year (7) Receivables 929.5 171.0 1,100.5 After adjustment for effects resulting from changes in the consolidated group and exchange rate effects, trade receivables rose by about 5 percent. 123 The other assets include pension plan assets in excess of the corresponding pension obligations in the amount of €1.7 million (previous year €25.4 million). The other assets also include other tax receivables in the amount of €39.8 million (previous year: €38.0 million) and liability insurance claims totaling €5.3 million (previous year: €6.5 million). The claims for reimbursement in connection with recognized provisions, which are included in other assets, are shown in the other provisions under note (12). (8) Securities and cash at bank and in hand [€ million] Securities Checks and cash in hand Cash at banks Dec. 31, 2013 Dec. 31, 2014 153.8 5.8 513.3 672.9 319.5 6.0 592.2 917.7 The securities mainly concern commercial papers issued by industrial companies. (9) Non-current assets held for sale and disposal groups In the 2014 financial year, there were no non-current assets held for sale or disposal groups. The land with a book value of €7.5 million disclosed in the previous year was disposed of in the 2014 financial year. 124 Financial Report – Notes to the Consolidated Financial Statements (10) Equity The subscribed capital in the amount of €450.0 million (previous year: €450.0 million) consists of 450 million no-par-value registered shares. The sole shareholder of Freudenberg SE is Freudenberg & Co. Kommanditgesellschaft, Weinheim (hereafter: Freudenberg & Co. KG). The reserves break down as follows: [€ million] Capital reserves Retained earnings Dec. 31, 2013 Dec. 31, 2014 50.2 1,951.8 2,002.0 50.2 2,344.4 2,394.6 The capital reserves consist of contributions in kind made by the shareholder. The retained earnings include net income earned by the Group in the past and not distributed as well as reserves of companies included in the consolidated financial statements including expenses and income recorded without effect on net income. The profit distributed in the reporting year amounted to €90.5 million (previous year: €73.3 million). This corresponded to a profit per share of €0.20 (previous year: €0.16). The Board of Management proposes that the 2014 net retained profit in the amount of €896.7 million (previous year: €713.7 million) should be carried forward to new account. In the reporting year, income (+) and expenses (-) which had previously been recorded without an effect on net income with respect to the following components of other comprehensive income were reclassified to the statement of profit or loss: [€ million] Exchange rate differences Securities Derivative financial instruments Dec. 31, 2013 Dec. 31, 2014 -1.7 -0.2 -5.9 -7.8 -0.3 0.0 -0.3 -0.6 In the 2014 financial year, tax effects (income (+)/expenses (-)) recorded without effect on net income are attributable to the various items of other comprehensive income as follows: [€ million] Remeasurement of defined benefit plans Derivative financial instruments Securities and other items Dec. 31, 2013 Dec. 31, 2014 -4.2 -1.7 0.7 -5.2 40.0 0.1 -7.7 32.4 125 Non-controlling interests The rise in non-controlling interests in the equity of consolidated affiliated companies from €322.9 million to €366.4 million is mainly the result of the allocation of profit for the year and exchange rate differences. Dividend payments had an offsetting effect. In the case of the following affiliated company, the consolidated financial statements include significant non-controlling interests in the amount of 25 percent of the shares: [€ million] Freudenberg-NOK General Partnership, Plymouth, USA Profit (+)/loss (-) attributable to non-controlling interests Total amount of non-controlling interests Dec. 31, 2013 Dec. 31, 2014 10.5 90.7 13.4 109.1 This affiliated company is included in the consolidated financial statements with the following values: [€ million] Freudenberg-NOK General Partnership Dec. 31, 2013 Dec. 31, 2014 Current assets Non-current assets Current liabilities Non-current liabilities 293.7 193.6 80.6 61.5 348.5 232.3 90.9 64.1 Sales Profit (+)/loss (-) Total comprehensive income 2013 496.9 36.6 24.7 2014 529.2 38.6 85.8 Freudenberg-NOK General Partnership paid dividends in the amount of €5.1 million (previous year: €1.5 million) to the holder of the non-controlling interests. Other non-controlling interests especially concern the EagleBurgmann Business Group, where they arise as a result of the contractual agreements concerning control. 126 Financial Report – Notes to the Consolidated Financial Statements (11) Provisions for pensions and similar obligations The provisions for pensions mainly concern German, US and British companies. This item includes obligations arising from current pensions and future pension entitlements. The Freudenberg Group pension scheme consists of both defined contribution and defined benefit pension plans. Defined benefit plans include both fixed salary and final salary plans. The pension obligations of German companies are commitments financed by provisions. These obligations are subject to the rules of the pension plan concerned and the applicable statutory provisions. The plans include benefit commitments dependent on service periods and on salaries and provide for disability benefits and benefits for surviving dependents as well as for retirement benefits. The pension obligations of US and British companies are mainly funded commitments, financed chiefly by employers’ contributions. These plans are managed by third party pension funds. The representatives of the pension funds are legally obliged to act in the interest of all participants in the plan. In cooperation with investment advisers, they are responsible for the development and regular review of investment strategies for the plan assets. Commitments based on age and years of service include both retirement benefits and certain forms of survivor benefits. Most US and British plans are frozen and future entitlements can no longer be earned by plan participants. Apart from pension obligations, these provisions also include obligations similar to pensions, such as amounts paid to employees upon the termination of their employment which do not constitute termination benefits. These benefits vary in accordance with the legal, tax and economic conditions in the countries concerned. All defined benefit schemes of the Freudenberg Group are subject to typical actuarial risks, especially investment and interest risks. Current service cost and net interest on the net defined benefit liability are disclosed in the statement of profit or loss under personnel expenses in the relevant functional areas. In the case of the defined contribution plans, there are no additional obligations apart from the payment of contributions. Contributions paid are expensed under personnel expenses and amounted to €65.1 million in 2014 (previous year: €63.9 million). 127 The defined benefit obligations were calculated on actuarial principles by the projected unit credit method. For the German companies, the calculation was based on the following actuarial assumptions: Discount rate Pension trend Dec. 31, 2013 Dec. 31, 2014 3.30 % 2.00 % 2.20 % 2.00 % As a result of the pension plan regulations, the assumed trend in salaries and wages only has an effect on the value of pension obligations in exceptional cases. In the case of the foreign companies, the actuarial assumptions used for the calculations were within the following ranges: Discount rate Salary trend Pension trend Dec. 31, 2013 Dec. 31, 2014 1.7 % – 5.1 % 0.0 % – 2.9 % 0.0 % – 3.3 % 1.2 % – 4.2 % 0.0 % – 4.0 % 0.0 % – 3.0 % Dec. 31, 2013 Dec. 31, 2014 465.9 25.4 440.5 620.0 1.7 618.3 Dec. 31, 2013 Dec. 31, 2014 271.3 -281.4 -10.1 450.6 440.5 359.3 -327.0 32.3 586.0 618.3 Net obligations are shown in the following items of the statement of financial position: [€ million] Provisions for pensions and similar obligations Other assets Net obligations Net obligations are calculated as follows: [€ million] Present value of funded obligations Fair value of plan assets Surplus (-)/deficit (+) Present value of unfunded obligations Net obligations 128 Financial Report – Notes to the Consolidated Financial Statements In the year under review, defined benefit obligations developed as follows: [€ million] Present value of defined benefit obligations, Jan. 1 Current service cost Interest cost Gains (-) and losses (+) from remeasurement of defined benefit obligations Gains (-) and losses (+) on settlements Past service cost Contributions by plan participants Liabilities extinguished on settlements Benefits paid Reclassifications Other changes Exchange rate differences Present value of defined benefit obligations, Dec. 31 2013 2014 718.9 13.4 25.2 -5.1 0.0 2.6 0.0 0.0 -30.3 15.7 -8.3 -10.2 721.9 721.9 15.9 29.1 150.8 -3.1 -0.2 0.7 -11.4 -36.1 28.1 23.5 26.1 945.3 2013 2014 271.9 11.0 7.6 11.0 0.0 0.0 -12.3 0.0 0.5 -8.3 281.4 281.4 14.6 0.3 10.6 0.7 -11.4 -15.7 1.1 19.3 26.1 327.0 Dec. 31, 2013 Dec. 31, 2014 133.7 133.3 14.1 281.1 123.1 90.4 12.4 225.9 In the year under review, plan assets developed as follows: [€ million] Fair value of plan assets, Jan. 1 Interest income Gains (-) and losses (+) from remeasurement of plan assets Contributions by employer Contributions by plan participants Liabilities extinguished on settlements Benefits paid Reclassifications Other changes Exchange rate differences Fair value of plan assets, Dec. 31 The fair value of plan assets is distributed as follows: Plan assets with quoted prices in active markets: [€ million] Equity instruments Interest-bearing securities Other assets 129 Plan assets without quoted prices in active markets: [€ million] Other assets Dec. 31, 2013 Dec. 31, 2014 0.3 0.3 101.1 101.1 As part of the optimization of the investment portfolio, Freudenberg acquired insurance contracts in the course of the reporting year which were measured at the fair value of the obligation under the corresponding benefit plans. The loss resulting from this acquisition, which is calculated as the difference between the acquisition cost of the insurance contracts and the fair value of the obligation, was recognized in other comprehensive income. In the reporting year, gains and losses from the remeasurement of the defined benefit obligations and plan assets developed as follows: [€ million] Gains (+) and losses (-) from remeasurement, Jan. 1 Gains (+) and losses (-) from remeasurement of defined benefit obligations Of which as a result of changed financial assumptions Of which as a result of changed demographic assumptions Of which as a result of experience-based adjustments Gains (+) and losses (-) from remeasurement of plan assets Reclassifications/other changes Exchange rate differences Gains (+) and losses (-) from remeasurement, Dec. 31 2013 2014 -201.3 5.1 5.0 -1.6 1.7 7.6 -2.0 2.6 -188.0 -188.0 -150.8 -126.7 -9.4 -14.7 0.3 0.2 -5.9 -344.2 In 2015, contributions in the amount of €7.1 million (previous year: €9.9 million) will probably be made to plan assets. The weighted average duration of defined benefit obligations as at the end of the reporting year was 16.1 years (previous year: 15.5 years). The possible changes in the defined benefit obligation as a result of changes in the discount rate, a major actuarial assumption, were calculated on the basis of the projected unit credit method. If the discount rate as at the statement of financial position date had been 0.25 percentage points lower, the present value of defined benefit obligations as at the statement of financial position date would have been €39.9 million (previous year: €29.0 million) higher. If the discount rate as at the statement of financial position date had been 1.00 percentage points higher, the present value of defined benefit obligations as at the statement of financial position date would have been €132.7 million (previous year: €96.7 million) lower. 130 Financial Report – Notes to the Consolidated Financial Statements Provisions for personnel obligations Provisions for warranties, guarantees and onerous contracts Provisions for rebates, bonuses and commissions Miscellaneous provisions Total (12) Other provisions Status Jan. 1, 2014 Increases Unwinding of discount and effect of change in discount rate Amounts used Reversal Exchange rate differences Other changes Status Dec. 31, 2014 249.4 174.6 46.7 28.3 23.7 26.9 125.0 137.3 444.8 367.1 0.2 -141.1 -20.0 6.3 -25.1 244.3 0.0 -14.0 -11.0 1.0 0.3 51.3 0.0 -19.9 -2.5 1.3 0.2 29.7 -0.2 -62.1 -21.3 3.6 -0.9 181.4 0.0 -237.1 -54.8 12.2 -25.5 506.7 Of which long-term Of which short-term 45.3 199.0 2.8 48.5 0.6 29.1 21.0 160.4 69.7 437.0 1.3 0.0 0.0 1.8 3.1 [€ million] Reimbursement claims connected with provisions and shown in the statement of financial position under other assets The provisions for personnel obligations mainly include other long- and short-term employee benefits, provisions for vacation not taken, social security contributions and long service premiums. The miscellaneous provisions include, inter alia, provisions for restructuring, litigation risks, advertising and environmental protection. 131 Residual term more than 5 years Dec. 31, 2013 Residual term up to 1 year Residual term 1 to 5 years Residual term more than 5 years Dec. 31, 2014 Liabilities to banks (= financial debt) Other financial debt, including leasing Shareholder’s loans Accounts of Freudenberg & Co. KG Partners Financial debt Trade payables Advance payments received on orders Miscellaneous liabilities Other liabilities Residual term 1 to 5 years [€ million] Residual term up to 1 year (13) Liabilities 48.8 106.4 90.3 245.5 56.6 107.4 70.3 234.3 6.8 310.0 2.2 225.0 1.6 75.0 10.6 610.0 6.0 340.0 1.3 225.0 4.3 75.0 11.6 640.0 153.5 519.1 468.8 172.4 506.0 0.0 0.0 166.9 0.0 325.9 1,192.0 468.8 156.3 558.9 524.1 194.2 527.9 0.0 0.0 149.6 0.0 350.5 1,236.4 524.1 15.8 283.2 299.0 0.0 62.1 62.1 0.0 1.3 1.3 15.8 346.6 362.4 14.9 296.9 311.8 0.0 77.9 77.9 0.0 0.4 0.4 14.9 375.2 390.1 1,286.9 568.1 168.2 2,023.2 1,394.8 605.8 150.0 2,150.6 The average interest rate on long-term liabilities to banks is 1.93 percent (previous year: 1.83 percent). 132 Financial Report – Notes to the Consolidated Financial Statements The interest payable on the certificates of indebtedness (“Schuldscheindarlehen“) included in the liabilities to banks is based on variable and fixed components. Cash flows for variable and fixed interest and repayment of principal will probably be as follows from 2015 to 2023: Certificates of indebtedness Book value Dec. 31, 2013 170.0 2014 3.3 Cash flows 2015 2016 - 2023 3.4 188.4 Certificates of indebtedness Dec. 31, 2014 170.0 2015 3.1 2016 3.1 [€ million] 2017 - 2023 179.9 In the reporting year, other financial debt includes loans granted by third parties, on the long-term component of which interest is payable at an average rate of 3.12 percent (previous year: 2.20 percent). This item also includes liabilities in connection with finance leasing, with an average interest rate of 3.57 percent (previous year: 4.11 percent). Further details are given in the information on finance leases under note (2). Interest on shareholder’s loans is payable at a rate between 1.18 and 4.47 percent (previous year: between 1.62 and 3.87 percent). As in the previous year, the interest rates applicable to accounts of Freudenberg & Co. KG Partners vary between 1.00 and 5.50 percent. Miscellaneous liabilities include liabilities for tooling cost contributions, other taxes, outstanding wages and salaries, holiday pay and special bonuses, as well as liabilities in connection with social security. 133 Contingent liabilities and other financial obligations [€ million] Contingent liabilities Bills of exchange Guarantees Miscellaneous contingent liabilities Other financial commitments Commitments arising from leasing contracts* Purchase commitments in connection with intangible assets Purchase commitments in connection with tangible assets Purchase commitments in connection with the delivery of goods and services Miscellaneous commitments Dec. 31, 2013 Dec. 31, 2014 5.2 3.5 5.8 14.5 7.2 1.2 2.7 11.1 190.0 0.2 20.3 70.3 5.1 285.9 206.1 0.6 32.1 65.9 4.2 308.9 * See also the explanatory remarks on leased assets in note (2) to the Consolidated Financial Statements. In addition, the following contingent liabilities and other financial commitments concern joint ventures: [€ million] Contingent liabilities Guarantees Warranties Other financial commitments Commitments arising from leasing contracts* Purchase commitments in connection with intangible assets Purchase commitments in connection with tangible assets Purchase commitments in connection with the delivery of goods and services Miscellaneous commitments * See also the explanatory remarks on leased assets in note (2) to the Consolidated Financial Statements. 134 Dec. 31, 2013 Dec. 31, 2014 2.0 0.2 2.2 2.0 0.2 2.2 29.0 0.2 6.0 6.1 0.0 41.3 31.0 0.2 4.3 5.7 0.1 41.3 Financial Report – Notes to the Consolidated Financial Statements Additional information on financial instruments The term “financial instrument” is used to refer to any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. A distinction is made between primary and derivative financial instruments. Primary financial instruments in the case of the purchase or sale of assets are recognized at the settlement date, i.e. the delivery of the asset concerned. Derivative financial instruments are recognized as of the trade date. In the event of loss of control over the contractually agreed rights to a financial asset, the asset concerned is derecognized. Financial liabilities are derecognized on the statement of financial position when the commitment is discharged or cancelled, or expires. Under IAS 39, financial instruments are divided into the following categories: Loans and receivables This category includes financial assets with fixed or determinable payments that are not quoted in an active market. Held-to-maturity investments Held-to-maturity investments are financial assets with fixed or determinable payments and fixed maturity that an entity has the positive intention and ability to hold to maturity. Available-for-sale financial assets This category includes all the other financial assets which cannot be allocated to any of the categories mentioned above. Financial assets or financial liabilities at fair value through profit or loss. These include: – financial assets or financial liabilities held for trading and – financial assets or financial liabilities designated by the entity as at fair value through profit or loss upon initial recognition. The Freudenberg Group does not hold any financial assets or financial liabilities for trading purposes. Freudenberg did not avail itself of the fair value option under IAS 39 under which it is possible to measure any financial asset or financial liability at fair value through profit or loss. 135 Primary financial instruments Primary financial instruments are assigned to categories on the basis of the relevant items in the statement of financial position. The allocation to the categories unambiguously defines the accounting and measurement of the instruments. LIABILITIES Financial debts Trade payables Other liabilities 136 11.9 846.3 91.9 672.9 1,623.0 81.1 13.2 81.1 Book value at Dec. 31, 2013 13.2 Other financial liabilities at amortized cost Available-for-sale financial assets at amortized cost ASSETS Other financial assets Trade receivables Other assets Securities and cash at bank and in hand Available-for-sale financial assets at fair value without effect on profit or loss [€ million] Loans and receivables at amortized cost Loans, receivables and liabilities are recognized at amortized cost. Available-for-sale financial assets are recognized at fair value without effect on net income except where the fair value of such assets cannot be reliably determined. In such cases, these assets are recognized at acquisition costs. Any impairments are shown in the statement of profit or loss with an effect on net income. 106.2 846.3 91.9 672.9 1,717.3 1,192.0 468.8 161.2 1,822.0 1,192.0 468.8 161.2 1,822.0 10.0 929.5 94.6 917.7 1,951.8 94.7 13.4 94.7 LIABILITIES Financial debts Trade payables Other liabilities Book value at Dec. 31, 2014 13.4 Other financial liabilities at amortized cost Available-for-sale financial assets at amortized cost ASSETS Other financial assets Trade receivables Other assets Securities and cash at bank and in hand Available-for-sale financial assets at fair value without effect on profit or loss [€ million] Loans and receivables at amortized cost Financial Report – Notes to the Consolidated Financial Statements 118.1 929.5 94.6 917.7 2,059.9 1,236.4 524.1 178.5 1,939.0 1,236.4 524.1 178.5 1,939.0 The Freudenberg Group currently does not hold any held-to-maturity investments. The fair values of financial assets and liabilities recognized at amortized cost are approximately equal to their book values. The fair values of financial instruments held by the Freudenberg Group and measured at fair value were determined on the basis of active markets for identical assets (level 1 input factors) at €13.4 million (previous year: €13.2 million). 137 Between 61 and 120 days Between 121 and 180 days Between 181 and 360 days More than 360 days 16.8 0.2 4.7 0.1 5.0 1.1 1.9 4.1 Between 181 and 360 days More than 360 days Thereof: not impaired as at Dec. 31, 2014 and past due within the following times Between 121 and 180 days 748.0 87.9 Up to 60 days Thereof: neither past due nor impaired as at Dec. 31, 2013 929.5 94.6 119.9 1.8 Between 61 and 120 days Trade receivables Other assets 685.7 83.3 Thereof: not impaired as at Dec. 31, 2013 and past due within the following times Up to 60 days [€ million] 846.3 91.9 Thereof: neither past due nor impaired as at Dec. 31, 2014 Trade receivables Other assets Book value at Dec. 31, 2014 [€ million] Book value at Dec. 31, 2013 Credit risks 133.0 2.2 24.2 0.1 11.4 0.4 4.1 1.5 2.1 0.8 In the case of trade receivables and other assets for which no impairments have been recognized and which are not past due, no defaults are expected. The major part of trade receivables (normally between 70 and 90 percent of each receivable) is covered by credit insurance. Otherwise, the book value represents the maximum credit risk associated with each receivable. 138 Financial Report – Notes to the Consolidated Financial Statements Impairment losses to trade receivables developed as follows: [€ million] 2013 2014 Impairment losses as at Jan. 1 Changes in consolidated group Exchange rate differences Additions (expenses for impairments) Amounts used Reversals (write-ups) Impairment losses as at Dec. 31 20.7 1.2 -0.5 8.3 -3.0 -4.7 22.0 22.0 1.9 0.9 8.2 -4.3 -5.7 23.0 2013 2014 1.9 0.1 -0.1 0.0 1.9 1.9 0.9 0.0 -0.4 2.4 Impairment losses to other assets developed as follows: [€ million] Impairment losses as at Jan. 1 Additions (expenses for impairments) Amounts used Reversals (write-ups) Impairment losses as at Dec. 31 In the year under review, impairment losses to receivables totaling €6.1 million (previous year: €4.7 million) were reversed as the reason for the impairment no longer applied and impairment losses in the amount of €9.1 million (previous year: €8.4 million) were set up. These impairment losses were recognized where payments were no longer expected or no longer expected in full. 139 Derivative financial instruments Freudenberg SE is responsible for all the financing activities of the Freudenberg Group and also operates the cash management system for the entire Freudenberg group of companies. Group companies obtain the financing they require via cash pools or loans provided by internal financing companies or, in some countries, in the form of bank loans guaranteed by Freudenberg SE. The limits of action, responsibilities and control procedures in connection with derivative financial instruments are laid down in a binding form in internal directives for Group companies. The Freudenberg Group does not expose itself to additional financial risks through speculation with derivative financial instruments but uses such instruments only for hedging, and therefore reducing, risks in connection with underlying transactions. Future transactions are only hedged if there is a high probability of occurrence. Freudenberg SE uses derivative financial instruments for hedging interest rate and foreign exchange risks. Fair values are determined on the basis of quoted prices, accepted market information systems or discounted cash flows. Derivative financial instruments for hedging recognized assets or liabilities (fair value hedges) are shown in the statement of financial position at fair value. Changes in the fair value are recorded in the statement of profit or loss. Financial instruments for hedging future cash flows (cash flow hedges) are also included in the statement of financial position at fair value, but changes in the fair value of such instruments are recognized without effect on net income under retained earnings, taking into consideration the applicable income taxes. Such changes are recognized in the statement of profit or loss when the underlying transactions concerned are effected. Ineffective portions of hedge transactions are always recognized in the statement of profit or loss. As at December 31, 2014, there were no derivatives entered into for the purpose of interest rate hedging. In the previous year, interest rate swaps with a negative fair value of €0.1 million had been recognized. The face value of these derivatives was €0.7 million. As at December 31, 2014, the face value of currency futures concluded for hedging foreign exchange risks and still open was €18.8 million (previous year: €14.4 million). The positive fair value of these instruments as at December 31, 2014 was €1.7 million (previous year: €0.2 million). Of the total volume of derivatives, 0.5 percent (previous year: 4.6 percent) had a term of more than one year. 140 Financial Report – Notes to the Consolidated Financial Statements The following fair values of derivative financial instruments are included in the other assets and other liabilities respectively: Dec. 31, 2013 Dec. 31, 2014 Other assets Currency futures 0.2 1.8 Other liabilities Currency futures Interest rate swaps 0.0 0.1 0.1 0.0 [€ million] In the reporting year, value changes in the case of currency futures (cash flow hedges) are only recognized in equity with an insignificant value. In the previous year, value changes (gains) in the case of interestrate swaps and currency futures with a value of €0.4 million were recognized in equity. The fair values of currency futures were determined on the basis of the quoted currency future prices for similar financial instruments (level 2). Risks in connection with financial instruments The Freudenberg Group is exposed to risks resulting from changes in exchange rates and interest rates and uses conventional derivative instruments such as interest rate swaps, caps and currency futures to hedge risks in connection with business operations and financing to a limited extent. The use of these instruments is governed by Freudenberg Group directives within the risk management system which lay down limits on the basis of the value of the underlying transactions, define approval procedures, exclude the use of derivative instruments for speculative purposes, minimize credit risks and govern internal reporting and the separation of functions. Compliance with these directives and the proper handling and measurement of transactions are regularly verified, observing the principle of separation of functions. Furthermore, risk management for financial instruments is integrated in the Freudenberg Group risk management system. The risks which are hedged are chiefly as follows: Interest rate risk: In the case of fixed-interest loans or investments, there is a risk that changes in the market interest rate will affect the market value of the item concerned (market-value risk contingent on interest rates). In contrast, variable interest loans and investments are not subject to this risk as the interest rate is adjusted to reflect changes in the market situation with a very short delay. However, there is a risk with respect to future interest payments as a result of short-term fluctuations in market interest rates (cash flow risk contingent on interest rates). 141 Risks associated with interest rate changes mainly affect long-term items. A fall in long-term interest rates results in a decrease in the fair value shown on the statement of financial position for derivative financial instruments concluded for interest rate hedging. If market interest rates had been 0.5 percentage points higher or lower, on average, as of December 31, 2014, this would have had only an insignificant impact on net income. As a general principle, external borrowings are repaid when due. The only interest rate risk related to these borrowings is therefore associated with variable-interest borrowings. Currency risk: The primary financial instruments are chiefly held in the functional currency. Exchange rate differences caused by the conversion of financial statements into the Group currency are not taken into consideration. If the value of the euro against major currencies (USD, GBP and JPY) had been 10 percent higher as at December 31, 2014, the profit before income taxes would have been €7.5 million (previous year: €5.7 million) lower. If the value of the euro against major currencies (USD, GBP and JPY) had been 10 percent lower as at December 31, 2014, the profit before income taxes would have been €9.2 million (previous year: €6.9 million) higher. Liquidity risk: Risks connected with cash flow fluctuations are identified at an early stage by the cash flow planning system already in place. As a result of Freudenberg‘s good rating (Baa1) and the credit lines granted by banks on a binding basis, Freudenberg can access ample sources of funds at all times. Credit risk: Specific provisions and individualized generic provisions are recognized to take account of identifiable risks not covered by credit insurance. Otherwise, the book value represents the maximum credit risk. Freudenberg SE only concludes derivative financial instruments with national and international banks of at least investment grade rating. Credit risks are largely eliminated by distributing hedges between several banks and a policy of applying caps to individual banks. 142 Financial Report – Notes to the Consolidated Financial Statements NOTES TO THE CONSOLIDATED STATEMENT OF PROFIT OR LOSS (14) Sales Sales include revenue from the sale of goods amounting to €5,783.0 million (previous year: €5,461.8 million), services in the amount of €137.8 million (previous year: €129.7 million) and licenses in the amount of €14.9 million (previous year: €13.2 million). Other sales totaled €46.6 million (previous year: €41.4 million). (15) Cost of sales Cost of sales indicates the cost of goods and services sold. Apart from individual directly attributable costs, such as personnel expenses and material expenses, overheads, including depreciation/amortization, are also shown under cost of sales. (16) Research and development expenses Apart from personnel and material expenses, research and development expenses chiefly include the cost of licenses and patents occurring in the course of development projects. (17) Other income Other income mainly includes income from disposals of financial assets, income from secondary business and income from disposals of non-current assets. Following the offsetting of exchange rate losses, the net exchange rate gain was €8.4 million (previous year: net exchange rate loss of €17.0 million). (18) Other expenses Among other items, other expenses include losses on disposals of non-current assets and financial assets. Exchange rate losses were set off against exchange rate gains. (19) Interest and similar expenses Interest expenses include interest on shareholder’s loans in the amount of €15.6 million (previous year: €15.7 million) and interest payable to the Partners of Freudenberg & Co. KG in the amount of €11.6 million (previous year: €10.1 million). 143 (20) Income taxes This item shows German corporation tax (plus solidarity surcharge) and municipal trade taxes and similar taxes on income payable in other countries. The figure also includes deferred taxes on temporary differences between the tax balance sheets and commercial balance sheets of individual companies, on adjustments to uniform measurement within the Freudenberg Group and on consolidation transactions. Deferred taxes are calculated at the tax rates applicable in the countries concerned. Income taxes break down as follows (expense (-)/income (+)): [€ million] Current taxes related to the reporting period Current taxes related to prior periods Deferred taxes 2013 2014 -114.3 1.9 17.9 -94.5 -171.5 -1.9 26.1 -147.3 The amount of deferred tax income related to changes in tax rates was €1.1 million (previous year: €0.7 million). In the reporting year, deferred taxes related to transactions recognized directly under equity resulted in an increase in equity of €32.4 million (previous year: reduction in equity of €5.2 million). As of December 31, 2014, tax losses carried forward amounted to €278.3 million (previous year: €323.9 million). Deferred tax assets were recognized in respect of tax losses carried forward totaling €25.0 million (previous year: €27.8 million). Deferred tax assets were not recognized in respect of tax losses carried forward with a total amount of €253.3 million (previous year: €296.1 million) as it is not expected that these losses will be usable. In the reporting year, tax losses carried forward totaling €8.2 million (previous year: €6.9 million) for which no deferred tax assets had been recognized were used. 144 Financial Report – Notes to the Consolidated Financial Statements Deferred tax assets Dec. 31, 2013 Deferred tax liabilities Dec. 31, 2013 Deferred tax assets Dec. 31, 2014 Deferred tax liabilities Dec. 31, 2014 Deferred taxes concern temporary differences and tax losses carried forward with the following amounts: 6.4 6.2 1.4 26.4 7.0 2.6 61.6 36.3 13.1 0.4 6.6 168.0 84.2 103.2 0.0 0.7 8.9 1.2 0.1 0.9 1.1 5.8 0.0 206.1 7.3 7.1 1.1 30.0 8.0 4.4 97.1 49.9 18.3 0.1 6.2 229.5 93.4 100.1 0.9 1.1 6.4 1.3 0.0 2.8 7.5 9.4 0.0 222.9 Offsetting -85.1 -85.1 -109.1 -109.1 Recognized in statement of financial position 82.9 121.0 120.4 113.8 [€ million] Intangible assets Tangible assets Financial assets Inventories Receivables Other assets Provisions for pensions and similar obligations Other provisions Liabilities Other liabilities Tax losses carried forward No deferred tax items were set up on temporary differences arising from shareholdings totaling €35.5 million (previous year: €29.6 million) as short-term dividend payments are not expected. Reconciliation of expected income tax with actual income tax expense Freudenberg SE and its German subsidiaries are subject to corporation tax (plus solidarity surcharge) and the municipal trade tax on income. Income realized in other countries is taxed at the rates applicable in the countries concerned. The tax rate of 29 percent (previous year: 29 percent) used for calculating the expected tax expense is based on the structure of the Freudenberg Group relevant for taxation. It is calculated as the weighted average of the tax rates for the regions in which the Freudenberg Group realized its main income. 145 2013 2014 493.3 -143.1 625.1 -181.3 0.7 0.1 0.3 0.1 66.2 -17.8 1.9 58.2 -22.4 -1.9 -4.3 -5.4 1.3 0.5 -94.5 19.2 2.0 3.1 -147.3 23.6 [€ million] 2013 2014 Profit Loss 49.9 -3.5 46.4 53.7 -3.3 50.4 [€ million] Profit before income taxes Expected income tax expense (-)/income (+) Different tax rates: In Germany In other countries Tax portion of: Non-taxable income Non-deductible expenses Current taxes related to prior periods Tax portion of new tax losses carried forward for which no deferred tax assets were recognized Tax portion of tax losses carried forward and used for which no deferred tax assets were recognized Other taxation effects Actual income tax expense Effective tax rate (percent) (21) Profit or loss attributable to non-controlling interests (22) Notes to the Consolidated Statement of Cash Flows Freudenberg recognizes checks, cash in hand, cash at bank and short-term securities with an original term of up to three months as cash and cash equivalents. Cash and cash equivalents include funds with an amount of €2.6 million (previous year: €3.4 million) subject to restrictions on use. The funds subject to restrictions on use by Freudenberg largely concern cash and cash equivalents held by Group companies which can only be used with restrictions as a result of exchange controls. The cash flow from operating activities takes into account payments for taxes amounting to €141.6 million (previous year: €138.9 million), dividends received from joint ventures totaling €22.4 million (previous year: €5.2 million) and dividends received from associated companies totaling €14.4 million (previous year: €11.1 million) – as well as interest paid of €40.2 million (previous year: €46.4 million) and interest received of €11.0 million (previous year: €8.8 million). Payments to shareholders and non-controlling interests include dividends paid to the shareholder, to the Partners of Freudenberg & Co. KG and to holders of non-controlling interests in Group companies. 146 Financial Report – Notes to the Consolidated Financial Statements FURTHER NOTES Application of Sec. 264 (3), HGB (Handelsgesetzbuch, “German Commercial Code“) and Sec. 264b, HGB The following German companies of the Freudenberg Group took advantage of the exemption regulations of Sec. 264 (3), HGB, Sec. 264b, HGB: Burgmann International GmbH, Wolfratshausen Freudenberg IT Solution Consulting SE & Co. KG, Weinheim Capol GmbH, Elmshorn Freudenberg Mechatronics GmbH & Co. KG, Weinheim Chem-Trend (Deutschland) GmbH, Maisach/Gernlinden Freudenberg New Technologies SE & Co. KG, Weinheim Corteco GmbH, Weinheim Freudenberg Oil & Gas GmbH, Weinheim CT Beteiligungs-GmbH, Munich Freudenberg Politex GmbH, Weinheim DS Beteiligungs-GmbH, Weinheim Freudenberg Process Seals GmbH & Co. KG, Weinheim DS Holding-GmbH, Weinheim Freudenberg Schwab GmbH, Velten EagleBurgmann Espey GmbH, Moers Freudenberg Schwab Vibration Control GmbH & Co. KG, Velten EagleBurgmann Germany GmbH & Co. KG, Wolfratshausen Freudenberg Sealing Technologies GmbH & Co. KG, Weinheim Externa Handels- und Beteiligungsgesellschaft mit beschränkter Freudenberg Venture Capital GmbH, Weinheim Haftung, Weinheim Freudenberg Vliesstoffe SE & Co. KG, Weinheim FCS-Munich GmbH, Weinheim FV Beteiligungs-GmbH, Weinheim FFT Beteiligungs-GmbH, Weinheim FV Logistik SE & Co. KG, Weinheim FHP Export GmbH, Weinheim FV Service SE & Co. KG, Kaiserslautern FHP Holding GmbH, Weinheim FV Verwaltungs-SE & Co. KG, Weinheim FIT Service GmbH, Weinheim Helix Medical Europe GmbH, Kaiserslautern Freudenberg Chemical Specialities SE & Co. KG, Munich Integral Accumulator GmbH & Co. KG, Weinheim Freudenberg Dichtungs- und Schwingungstechnik GmbH, Berlin Klüber Lubrication Deutschland SE & Co. KG, Munich Freudenberg DS Tooling Center GmbH & Co. KG, Weinheim Klüber Lubrication GmbH, Weinheim Freudenberg FCCT SE & Co. KG, Weinheim Klüber Lubrication München SE & Co. KG, Munich Freudenberg Filtration Technologies SE & Co. KG, Weinheim Lederer GmbH, Öhringen Freudenberg Gygli GmbH, Weinheim Merkel Freudenberg Fluidtechnic GmbH, Hamburg Freudenberg Handels- und Beteiligungs-GmbH, Weinheim OKS Spezialschmierstoffe GmbH, Maisach/Gernlinden Freudenberg Haushaltsprodukte Augsburg GmbH, Augsburg RE Coatings Holding GmbH, Elmshorn Freudenberg Home and Cleaning Solutions GmbH, Weinheim Seal Trade Eurasburg GmbH, Eurasburg Freudenberg Immobilien Management GmbH, Weinheim SurTec Deutschland GmbH, Zwingenberg Freudenberg Interlining SE & Co. KG, Weinheim SurTec International GmbH, Bensheim Freudenberg IT Information Services SE & Co. KG, Weinheim Vileda Gesellschaft mit beschränkter Haftung, Weinheim Freudenberg IT SE & Co. KG, Weinheim 147 Material expenses [€ million] Raw materials, consumables and merchandise purchased Services purchased 2013 2014 2,025.4 168.6 2,194.0 2,160.8 193.6 2,354.4 Workforce and personnel expenses In the year under review, an average of 34,094 (previous year: 33,293) persons were employed in the following functions: 2014 Production Sales Research and development Administration Germany Other countries 5,609 15,030 1,836 5,759 1,153 872 1,090 2,745 9,688 24,406 Total 20,639 7,595 2,025 3,835 34,094 Personnel expenses amounted to €1,811.8 million (previous year: €1,727.9 million). Research and development In the year under review, research and development activities amounting to €213.7 million (previous year: €193.0 million) were performed. Of this amount, €11.8 million (previous year: €10.9 million) were charged to third parties. The figure includes government grants for research and development projects totaling €2.3 million (previous year: €3.7 million). 148 Financial Report – Notes to the Consolidated Financial Statements Related party disclosure Relations with the parent company Freudenberg & Co. KG, joint ventures, associated companies and other related parties within the scope of normal business activities were as follows: Residual term more than 1 year Dec. 31 Residual term up to 1 year Residual term more than 1 year Dec. 31 Parent company Joint ventures Associated companies Other related parties Residual term up to 1 year 2013 [€ million] Payables Sales Receivables 4.5 68.0 19.7 3.6 95.8 1.2 29.8 4.4 1.8 37.2 0.0 0.0 0.0 0.0 0.0 1.2 29.8 4.4 1.8 37.2 386.1 8.5 11.8 26.5 432.9 300.0 0.0 0.0 0.0 300.0 686.1 8.5 11.8 26.5 732.9 Residual term more than 1 year Dec. 31 Residual term up to 1 year Residual term more than 1 year Dec. 31 Parent company Joint ventures Associated companies Other related parties Residual term up to 1 year 2014 [€ million] Payables Sales Receivables 5.6 68.3 21.2 4.1 99.2 1.3 38.5 4.7 2.6 47.1 0.0 0.0 0.0 0.0 0.0 1.3 38.5 4.7 2.6 47.1 416.5 4.5 15.9 28.9 465.8 300.0 0.0 0.0 0.0 300.0 716.5 4.5 15.9 28.9 765.8 The total remuneration of members of the Board of Management amounted to €9.7 million (previous year: €7.7 million). The total remuneration of former members of the Board of Management was €2.6 million (previous year: €8.5 million). An amount of €42.7 million (previous year: €25.6 million) was assigned to provisions for pension obligations to former members of the Board of Management. The members of the Supervisory Board and Board of Management of Freudenberg SE are listed under “Company Boards“. 149 Fees of the Auditor The auditor, Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, performed the following services in the 2014 financial year: [€ million] Auditing services Tax advisory services Other services Fees of the auditor 2014 1.6 0.2 0.4 2.2 Major events after the date of the statement of financial position Up to March 26, 2015 (the date when the annual report was approved for publication by the Supervisory Board), there were no events of major significance for the net assets, financial position and results of operations of the Freudenberg Group. Weinheim, March 26, 2015 Freudenberg SE The Board of Management 150 Financial Report – Notes to the Consolidated Financial Statements Shareholdings SHAREHOLDINGS OF THE FREUDENBERG GROUp AS AT DECEMBER 31, 2014 No. Company Country Share of capital [%] Freudenberg SE, Weinheim Germany – I. Affiliated companies Production companies, Germany 1 Capol GmbH, Elmshorn 2 Chem-Trend (Deutschland) GmbH, Maisach/Gernlinden 3 EagleBurgmann Espey GmbH, Moers 4 EagleBurgmann Germany GmbH & Co. KG, Wolfratshausen 5 Freudenberg DS Tooling Center GmbH & Co. KG, Weinheim 6 Freudenberg Filtration Technologies SE & Co. KG, Weinheim 7 Freudenberg Haushaltsprodukte Augsburg GmbH, Augsburg 8 Freudenberg Interlining SE & Co. KG, Weinheim 9 Freudenberg Schwab Vibration Control GmbH & Co. KG, Velten 10 Freudenberg Sealing Technologies GmbH & Co. KG, Weinheim 11 Freudenberg Vliesstoffe SE & Co. KG, Weinheim 12 Helix Medical Europe GmbH, Kaiserslautern 13 Integral Accumulator GmbH & Co. KG, Weinheim 14 Klüber Lubrication München SE & Co. KG, Munich 15 Lederer GmbH, Öhringen 16 Merkel Freudenberg Fluidtechnic GmbH, Hamburg 17 OKS Spezialschmierstoffe GmbH, Maisach/Gernlinden 18 PTFE Compounds Germany GmbH, Biere 19 SurTec Deutschland GmbH, Zwingenberg Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany 100.00 100.00 75.00 75.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 100.00 90.00 100.00 Production companies, other countries 20 Freudenberg S.A. Telas sin Tejer, Villa Zagala 21 Klüber Lubrication Argentina S.A., Buenos Aires 22 EagleBurgmann Australasia Pty. Ltd., Ingleburn 23 Freudenberg Filtration Technologies (Aust) Pty. Ltd., Braeside 24 Klüber Lubrication Benelux S.A./N.V., Dottignies 25 Chem-Trend Industria e Comercio de Produtos Quimicos Ltda., Valinhos 26 EagleBurgmann do Brasil Vedacoes Ltda., Campinas, São Paulo 27 Freudenberg Nao-Tecidos Ltda., Jacareí 28 Freudenberg-NOK-Componentes Brasil Ltda., São Paulo 29 Klüber Lubrication Lubrificantes Especiais Ltda., Barueri 30 SurTec do Brasil Ltda., São Bernardo do Campo, São Paulo 31 Burgmann Dalian Co. Ltd., Dalian 32 Burgmann Shanghai Ltd., Shanghai 33 Changchun Integral Accumulator Co., Ltd., Changchun 34 Chem-Trend Chemicals (Shanghai) Co., Ltd., Qingpu 35 Freudenberg & Vilene Filter (Changchun) Co., Ltd., Changchun Argentina Argentina Australia Australia Belgium Brazil Brazil Brazil Brazil Brazil Brazil China China China China China 100.00 100.00 25.00 100.00 100.00 100.00 75.00 100.00 75.00 100.00 100.00 40.00 40.00 75.00 100.00 37.50 151 No. 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 152 Company Country Freudenberg & Vilene Interlinings (Nantong) Co. Ltd., Nantong Freudenberg & Vilene Nonwovens (Suzhou) Co. Ltd., Suzhou Freudenberg Vilene Filter (Chengdu) Co. Ltd., Chengdu Klüber Lubrication Industries (Shanghai) Co., Ltd., Qingpu Ningbo Asia Shine Co Ltd, Zhejiang Ningbo E&J Brushes Co Ltd, Zhejiang SurTec Metal Surface Treatment Technology Co. Ltd., Hangzhou Helix Medical LATR srl., San José EagleBurgmann KE A/S, Vejen OÜ Merinvest, Kuressaare-Mullutu Freudenberg Evolon S.A.S.U., Colmar Freudenberg Joints Elastomères SAS, Langres Freudenberg Joints Plats SAS, Chamborêt Freudenberg Politex S.A., Colmar Freudenberg S.A.S., Langres Freudenberg Nonwovens LP, Littleborough Freudenberg Oil & Gas Technologies Ltd., Port Talbot Freudenberg Technical Products LP, North Shields Scott-Matrix Limited, Newcastle Upon Tyne APEC (Asia) Limited, Hong Kong EagleBurgmann India Pvt. Ltd., Pune EagleBurgmann KE Pvt. Ltd., Chennai EagleBurgmann Mascot India Private Limited, Mira Road East, Thane Freudenberg Filtration Technologies India Private Limited, Pune Freudenberg Gala Household Product Pvt. Ltd., Mumbai Freudenberg Nonwovens India Pvt. Ltd., Chennai Klüber Lubrication India Pvt. Ltd., Bangalore SurTec Chemicals India Pvt. Ltd., Pune Corcos Industriale S.a.s. di Externa Italia S.r.l., Pinerolo EagleBurgmann BT S.p.A., Arcugnano FHP di R. Freudenberg S.A.S., Milan Freudenberg Tecnologie di Filtrazione S.a.s. di Externa Holding S.r.l., Milan Marelli e Berta S.A.S. di Externa Holding s.r.l., Sant’ Omero Politex S.a.s. di Freudenberg Politex s.r.l., Novedrate Trasfotex s.r.l., Quaregna EagleBurgmann Japan Co., Ltd., Tokyo Freudenberg Vileda Jordan Ltd., Amman Freudenberg Oil & Gas Canada Inc., Nisku Freudenberg-NOK Inc., Tillsonburg EagleBurgmann Manufacturing Malaysia SDN. BHD., Petaling Jaya Freudenberg Oil & Gas Technologies Sdn. Bhd., Kuala Lumpur China China China China China China China Costa Rica Denmark Estonia France France France France France United Kingdom United Kingdom United Kingdom United Kingdom Hong Kong India India India India India India India India Italy Italy Italy Italy Italy Italy Italy Japan Jordan Canada Canada Malaysia Malaysia Share of capital [%] 50.00 50.00 50.00 100.00 100.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 75.00 100.00 100.00 50.00 75.00 33.99 100.00 60.00 100.00 90.00 100.00 100.00 75.00 100.00 100.00 100.00 100.00 100.00 25.00 51.00 100.00 75.00 25.00 100.00 Shareholdings No. 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 Company Country EagleBurgmann Mexico S.A. de C.V., Cuautitlán EagleBurgmann Production Center S.A. de C.V., Santiago de Querétaro Freudenberg Telas sin Tejer S.A. de C.V., León Freudenberg-NOK de Mexico S.A. de C.V., Cuautla Freudenberg-NOK de Queretaro, S.A. de C.V., Querétaro Klüber Lubricacion Mexicana S.A. de C.V., Querétaro Freudenberg Household Products B.V., Arnhem Freudenberg Oil & Gas Technologies AS, Drammen EagleBurgmann Production Center Judenburg GmbH, Judenburg Freudenberg Spezialdichtungsprodukte Austria GmbH & Co. KG, Kufstein Klüber Lubrication Austria Ges.m.b.H., Salzburg Freudenberg Politex OOO, Nizhniy Novgorod Freudenberg Household Products A.B., Norrköping SurTec Cacak d.o.o., Čačak Freudenberg Oil & Gas Pte. Ltd., Singapore Freudenberg Filtration Technologies Slovensko, s.r.o., Potvorice Freudenberg Espana S.A., Telas sin Tejer, S.en C., Barcelona Freudenberg Iberica S.A., S.en C., Parets del Vallès Klüber Lubrication GmbH Ibérica S.en C., Barcelona EagleBurgmann Seals S.A. (Pty) Ltd., Edenvale Freudenberg Nonwovens (Pty.) Ltd., Cape Town SurTec South Africa Pty. Ltd., Pretoria Chem-Trend Korea Ltd., Anseong-si Korea Filtration Technologies Co., Ltd., Seoul EagleBurgmann Taiwan Co., Ltd., Yenchao Freudenberg & Vilene Nonwovens (Taiwan) Co. Ltd., Yangmei, Taoyuan Freudenberg Far Eastern Spunweb Comp. Ltd., Taoyuan, Taoyuan EagleBurgmann (Thailand) Co., Ltd., Rayong Accu-Tech s.r.o., Chrastava ALUCON s.r.o., Lázně Bělohrad EagleBurgmann Bredan s.r.o., Jílové u Prahy Těsnění a pružné elementy, k.s., Opatovice nad Labem Freudenberg Coskunöz Kalip Sanayi ve Ticaret A.S., Bursa Freudenberg Sealing Technologies Sanayi ve Ticaret A.S., Bursa Klüber Lubrication Yaglama Ürünleri Sanayi ve Ticaret A.S., Istanbul Freudenberg Simmerringe Kft., Kecskemét Freudenberg Tömítés Ipari Kft., Lajosmizse Chem-Trend Limited Partnership, Howell Dichtomatik Americas, LP, Shakopee Freudenberg Filtration Technologies LP, Hopkinsville Freudenberg Household Products LP, Aurora Mexico Mexico Mexico Mexico Mexico Mexico The Netherlands Norway Austria Austria Austria Russia Sweden Serbia Singapore Slovakia Spain Spain Spain South Africa South Africa South Africa South Korea South Korea Taiwan Taiwan Taiwan Thailand Czech Republic Czech Republic Czech Republic Czech Republic Turkey Turkey Turkey Hungary Hungary USA USA USA USA Share of capital [%] 75.00 75.00 100.00 75.00 75.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 100.00 100.00 100.00 90.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 50.00 25.00 50.00 60.18 25.00 36.75 100.00 75.00 100.00 75.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 153 No. Company Country Freudenberg Oil & Gas, LLC, Houston Freudenberg Spunweb Company LP, Durham Freudenberg Texbond L.P., Macon Freudenberg-NOK General Partnership, Plymouth Helix Medical, LLC, Carpinteria International Seal Company, Inc., Santa Ana KL Texas L.P. dba SUMMIT INDUSTRIAL PRODUCTS, Tyler Klüber Lubrication North America LP, Londonderry Lakes Region Manufacturing, L.L.C., Belmont MedVenture Technology Corporation, Jeffersonville SurTec, Inc., Middleburg Heights Tobul Accumulator Incorporated, Bamberg Vector Group Inc., Houston Freudenberg Oil and Gas FZE, Dubai USA USA USA USA USA USA USA USA USA USA USA USA USA United Arab Emirates 100.00 100.00 100.00 75.00 100.00 75.00 100.00 100.00 75.00 100.00 100.00 75.00 100.00 100.00 Sales companies, Germany 132 Corteco GmbH, Weinheim 133 Dichtomatik Vertriebsgesellschaft für technische Dichtungen mbH, Hamburg 134 FHP Export GmbH, Weinheim 135 Freudenberg Gygli GmbH, Weinheim 136 Freudenberg Process Seals GmbH & Co. KG, Weinheim 137 Hänsel Textil Interlining GmbH, Iserlohn 138 Klüber Lubrication Deutschland SE & Co. KG, Munich 139 Purtex GmbH, Weinheim 140 Seal Trade Eurasburg GmbH, Eurasburg 141 Vileda Gesellschaft mit beschränkter Haftung, Weinheim Germany Germany Germany Germany Germany Germany Germany Germany Germany Germany 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 75.00 100.00 Sales companies, other countries 142 Chem-Trend Australia Pty Ltd, Victoria 143 Freudenberg Household Products Pty. Ltd., Melbourne 144 Freudenberg Pty. Ltd., Thomastown 145 Klüber Lubrication Australia Pty. Ltd., Melbourne 146 EagleBurgmann Belgium B.V.B.A., St.-Job-in't-Goor 147 FHP Vileda S.C.S., Verviers 148 Klüber Lubrication Belgium Netherlands S.A., Dottignies 149 Vector Tecnologia do Brasil Ltda., Rio de Janeiro 150 Hänsel Textil Bulgaria ood, Rousse 151 Freudenberg Productos del Hogar Ltda., Santiago de Chile 152 Klüber Lubrication Chile Ltda., Santiago de Chile 153 Chem-Trend (Shanghai) Trading Co. Ltd., Shanghai Australia Australia Australia Australia Belgium Belgium Belgium Brazil Bulgaria Chile Chile China 100.00 100.00 100.00 100.00 75.00 100.00 100.00 99.90 100.00 100.00 100.00 100.00 118 119 120 121 122 123 124 125 126 127 128 129 130 131 154 Share of capital [%] Shareholdings No. 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 Company Country Dichtomatik (China) Co., Ltd., Shanghai EagleBurgmann Technology (Shanghai) Co., Ltd., Shanghai Freudenberg & Vilene International (Shanghai) Trading Co., Ltd., Shanghai Freudenberg Household Products (Suzhou) Co., Ltd., Suzhou Freudenberg Politex Ltd., Shanghai Freudenberg Spunweb (Shanghai) Trading Co., Ltd., Shanghai Jump International Trading (Shanghai) Co Ltd, Shanghai Klüber Lubrication (Shanghai) Co., Ltd., Shanghai SurTec Chemical and Engineering (Hangzhou) Co. Ltd., Hangzhou Klüber Lubrication Nordic A/S, Skovlunde SurTec Scandinavia ApS, Fredericia Freudenberg Filtration Technologies Finland Oy, Naantali Freudenberg Household Products Oy Ab, Helsinki Freudenberg Simrit Oy, Vantaa KE-Burgmann Finland Oy, Vantaa Chem-Trend France S.A.S.U., Entzheim Corteco SAS, Nantiat - La Couture Dichtomatik S.A.S, Mâcon Loché EagleBurgmann S.A.S. (France), Sartrouville FHP Vileda S.A., Asnières Sur Seine Freudenberg Filtration Technologies SAS, Les Ulis - Courtaboeuf Klüber Lubrication France S.A.S., Valence SurTec France S.A.S., Cugnaux FHP Hellas S.A., Kifisia-Athens Aquabio Ltd., Worcester Auto Suppliers Limited, Kidderminster Capol (U.K.) Limited, Ness, Cheshire Chem-Trend (UK) LP, Huddersfield Corteco Ltd., Lutterworth Dichtomatik Ltd., Derby EagleBurgmann Industries UK LP, Warwick Freudenberg Filtration Technologies UK Limited, Crewe Freudenberg Household Products LP, Rochdale Freudenberg Oil & Gas UK Ltd., Aberdeen KE-Burgmann UK Ltd., Congleton Klüber Lubrication Great Britain Ltd., Halifax SurTec Chemicals UK Ltd., i.L., Birmingham VC UK LP, i.L., New York Freudenberg Textile Technologies, S.A., Guatemala City E&J (HK) Co Ltd, Hong Kong Freudenberg & Vilene Int. Ltd., Hong Kong China China China China China China China China China Denmark Denmark Finland Finland Finland Finland France France France France France France France France Greece United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Guatemala Hong Kong Hong Kong Share of capital [%] 100.00 50.00 50.00 100.00 100.00 60.18 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 66.00 75.00 100.00 100.00 100.00 75.00 100.00 51.00 100.00 100.00 100.00 50.00 155 No. 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 156 Company Country Freudenberg Household Products Ltd., Hong Kong Jump (Asia) Distributors Ltd, Hong Kong Klüber Lubrication China Ltd., Hong Kong XETEX Trading Limited, Hong Kong Chem-Trend Chemicals Co. Pvt. Ltd., Bangalore PT EagleBurgmann Indonesia, Bekasi, West Java Province PT. Jump Distributors Indonesia, Jakarta Chem-Trend Italy del Dr. Gian Franco Colori S.a.s., Milan Corteco S.r.l. (a socio unico), Pinerolo Dichtomatik S.a.s. di Externa Italia S.r.l., Genoa-Voltri EagleBurgmann Italia S.r.l., Osnago Freudenberg S.p.A., Milan Hänsel Textil Italia Srl, Milan Klüber Lubrication Italia S.a.s. di G. Colori, Milan Marelli & Berta Interfodere S.a.s. di Externa Holding S.r.l., Milan Chemlease Japan K.K., Kobe Freudenberg Spunweb Japan Company, Ltd., Osaka SurTec MMC Japan KK, Tokyo Dichtomatik Canada, Inc., Markham EagleBurgmann Canada Inc., Milton, Ontario EagleBurgmann Nova Magnetics Ltd., Dartmouth Freudenberg Household Products Inc., Laval Freudenberg Nonwovens Inc., London, Ontario TOO Freudenberg Oil & Gas, Atyrau EagleBurgmann Colombia, S.A.S., Bogotá Freudenberg Kucanski proizvodi d.o.o., Zagreb SurTec d.o.o., Split EagleBurgmann (Malaysia) SDN. BHD., Petaling Jaya Freudenberg Household Products (Malaysia) Sdn Bhd, Puchong Klüber Lubrication (Malaysia) Sdn. Bhd., Kuala Lumpur Chem-Trend Comercial, S.A. de C.V., Querétaro Dichtomatik de Mexico S.A. de C.V., Querétaro Freudenberg Productos del Hogar, S.A. de C.V., Mexico City Dichtomatik B.V., Zwolle EagleBurgmann Netherlands B.V., Veenendaal SurTec Benelux B.V., Reuver EagleBurgmann Norway AS, Skedsmokorset Freudenberg Household Products AS, Skedsmokorset Vestpak AS, Sandnes Dichtomatik Handelsgesellschaft mbH, Vienna EagleBurgmann Austria GmbH, Salzburg Hong Kong Hong Kong Hong Kong Hong Kong India Indonesia Indonesia Italy Italy Italy Italy Italy Italy Italy Italy Japan Japan Japan Canada Canada Canada Canada Canada Kazakhstan Colombia Croatia Croatia Malaysia Malaysia Malaysia Mexico Mexico Mexico The Netherlands The Netherlands The Netherlands Norway Norway Norway Austria Austria Share of capital [%] 100.00 100.00 100.00 50.00 100.00 24.98 100.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 100.00 51.00 60.18 56.00 100.00 75.00 75.00 100.00 100.00 100.00 75.00 100.00 100.00 25.00 100.00 100.00 100.00 95.50 100.00 66.60 75.00 100.00 75.00 100.00 100.00 95.00 75.00 Shareholdings No. Company Country Share of capital [%] 236 SurTec Produkte und Systeme für die Oberflächenbehandlung GesmbH, Guntramsdorf Austria 100.00 237 238 239 240 241 242 243 244 245 246 247 248 249 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 EagleBurgmann Philippines, Inc., Cavite Chem-Trend Polska sp. z o.o. spólka komandytowa, Janikowo EagleBurgmann Poland sp. z o.o., Warsaw FHP Vileda Sp. z o.o., Warsaw Freudenberg Politex Sp. z o.o., Lodz Freudenberg Simrit Polska Sp. z o.o., Warsaw Freudenberg Vilene Sp. z o.o., Lodz Klüber Lubrication Polska Sp. z o.o., Poznan SurTec Polska Sp. z o.o., Wroclaw ST Ibérica Lda., Albergaria-a-velha Freudenberg Household Products Vileda Societate in Comandita, Bucharest Hänsel Textilrom srl, Bucharest SurTec Romania s.r.l., Bra˛sov EagleBurgmann OOO, Zavolzhie Freudenberg Filtration Technologies OOO, Nizhniy Novgorod Freudenberg Household Products Eastern Europe OOO, St. Petersburg Freudenberg Vileda Eastern Europe OOO, Moscow Klüber Lubrication OOO, Moscow OOO Freudenberg Sealing Technologies, Moscow OOO SurTec, Moscow EagleBurgmann Saudi Arabia Ltd., Khobar Dichtomatik A.B., Landskrona EagleBurgmann Sweden AB, Norrköping Freudenberg Sealing Technologies AB, Stockholm EagleBurgmann (Switzerland) AG, Höri Freudenberg Gygli AG, Zug Freudenberg Schwab Vibration Control AG, Adliswil Freudenberg Simrit AG, Zurich Klüber Lubrication AG (Schweiz), Zurich Freudenberg proizvodi za domacinstvo d.o.o., Belgrade Chem-Trend Singapore Pte. Ltd., Singapore EagleBurgmann KE Pte. Ltd., Singapore EagleBurgmann Singapore Pte. Ltd., Singapore Klüber Lubrication South East Asia Pte. Ltd., Singapore SurTec SK s.r.o., Vráble Freudenberg Gospodinjski Proizvodi d.o.o., Maribor SurTec Adria d.o.o., Radovljica EagleBurgmann Ibérica S.A., Madrid Vileda Ibérica S.A., S.en C., Parets del Vallès Philippines Poland Poland Poland Poland Poland Poland Poland Poland Portugal Romania Romania Romania Russia Russia Russia Russia Russia Russia Russia Saudi Arabia Sweden Sweden Sweden Switzerland Switzerland Switzerland Switzerland Switzerland Serbia Singapore Singapore Singapore Singapore Slovakia Slovenia Slovenia Spain Spain 22.58 100.00 75.00 100.00 100.00 95.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 75.00 100.00 70.00 100.00 100.00 100.00 100.00 51.00 85.00 75.00 100.00 75.00 100.00 100.00 100.00 100.00 100.00 100.00 75.00 25.00 100.00 100.00 100.00 100.00 75.00 100.00 157 No. Company Country 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 Freudenberg & Vilene International Lanka (Private) Limited, Colombo Hänsel Textil Lanka PVT Ltd., Colombo Freudenberg Filtration Technologies (Pty) Ltd., Cape Town Klüber Lubrication (Pty.) Ltd., Randhart EagleBurgmann Korea Co., Ltd., Gyeonggi-Do Freudenberg Home and Cleaning Solutions Korea Ltd., Seoul SurTec Korea Co., Ltd., GyeongNam Freudenberg Household Products (Taiwan) Co., Ltd., Taipeh Chem-Trend Trading (Thailand) Co. Ltd., Bangkok Jump Distributors (Thailand) Co Ltd, Nonthaburi Klüber Lubrication (Thailand) Co., Ltd., Bangkok Lucky Gecko Co Ltd, Nonthaburi EagleBurgmann Czech s.r.o., Prague Freudenberg Potreby pro domácnost, k.s., Prague Freudenberg Vilene s.r.o., Prostějov Klüber Lubrication CZ, s.r.o., Brno SurTec CR s.r.o., Vrané nad Vltavou EagleBurgmann Endüstriyel Sizdirmazlik Sanayi ve Ticaret Ltd., Istanbul Freudenberg Household Products Evici Kullanim Araclari Sanayi ve Ticaret A.S., Istanbul Sri Lanka Sri Lanka South Africa South Africa South Korea South Korea South Korea Taiwan Thailand Thailand Thailand Thailand Czech Republic Czech Republic Czech Republic Czech Republic Czech Republic Turkey Turkey 50.00 100.00 100.00 100.00 25.00 80.00 100.00 100.00 100.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 100.00 75.00 100.00 295 296 297 298 299 300 301 302 303 304 Freudenberg Vilene Tela Sanayi ve Ticaret A.S., Istanbul Dichtomatik Kft., Budapest EagleBurgmann Hungaria Kft., Budapest Freudenberg Háztartási Cikkek Kereskedelmi BT, Budapest Capol LLC, Northbrook EagleBurgmann Industries LP, Houston EagleBurgmann KE, Inc., Hebron Freudenberg Nonwovens Limited Partnership, Durham EagleBurgmann Venezuela, C.A., Caracas EagleBurgmann Middle East FZE, Dubai Turkey Hungary Hungary Hungary USA USA USA USA Venezuela United Arab Emirates 100.00 80.00 75.00 100.00 100.00 75.00 75.00 100.00 41.25 60.00 305 306 307 Chem-Trend Vietnam Company Limited, Ho Chi Minh City EagleBurgmann Vietnam Company Limited, Ho Chi Minh City SurTec Viet Nam Co., Ltd., Ho Chi Minh City Vietnam Vietnam Vietnam 100.00 25.00 100.00 Germany Germany Germany Germany Germany 100.00 75.00 100.00 100.00 100.00 Administration and other companies, Germany 308 Beteiligungsgesellschaft Carl Freudenberg mbH, Weinheim 309 Burgmann Industries Holding GmbH, Wolfratshausen 310 Burgmann International GmbH, Wolfratshausen 311 Carl Freudenberg KG, Weinheim 312 CT Beteiligungs-GmbH, Munich 158 Share of capital [%] Shareholdings No. 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 Company Country DS Beteiligungs-GmbH, Weinheim Germany DS Holding-GmbH, Weinheim Germany DS Verwaltungs-GmbH, Weinheim Germany EagleBurgmann Germany Verwaltungs-GmbH, Wolfratshausen Germany Externa Handels- und Beteiligungsgesellschaft mit beschränkter Haftung, Weinheim Germany FCS-Munich GmbH, Weinheim Germany FFT Beteiligungs-GmbH, Weinheim Germany FHP Holding GmbH, Weinheim Germany FIT Service GmbH, Weinheim Germany Freudenberg Chemical Specialities SE & Co. KG, Munich Germany Freudenberg Dichtungs- und Schwingungstechnik GmbH, Berlin Germany Freudenberg FCCT SE & Co. KG, Weinheim Germany Freudenberg Handels- und Beteiligungs-GmbH, Weinheim Germany Freudenberg Home and Cleaning Solutions GmbH, Weinheim Germany Freudenberg Immobilien Management GmbH, Weinheim Germany Freudenberg IT Information Services SE & Co. KG, Weinheim Germany Freudenberg IT SE & Co. KG, Weinheim Germany Freudenberg IT Solution Consulting SE & Co. KG, Weinheim Germany Freudenberg Mechatronics Beteiligungs-GmbH, Weinheim Germany Freudenberg Mechatronics GmbH & Co. KG, Weinheim Germany Freudenberg New Technologies SE & Co. KG, Weinheim Germany Freudenberg Oil & Gas GmbH, Weinheim Germany Freudenberg Politex GmbH, Weinheim Germany Freudenberg Schwab GmbH, Velten Germany Freudenberg Venture Capital GmbH, Weinheim Germany Freudenberg Verwaltungs- und Beteiligungs-GmbH, Weinheim Germany Freudenberg Wohnbauhilfe GmbH, Weinheim Germany FV Beteiligungs-GmbH, Weinheim Germany FV Logistik SE & Co. KG, Weinheim Germany FV Service SE & Co. KG, Kaiserslautern Germany FV Verwaltungs SE & Co. KG, Weinheim Germany Kaul GmbH, Elmshorn Germany Klüber Lubrication GmbH, Weinheim Germany RE Coatings Holding GmbH, Elmshorn Germany SurTec International GmbH, Bensheim Germany Administration and other companies, other countries 348 Freudenberg Produtos do Lar Ltda., São Paulo 349 Freudenberg Servicos Corporativos da America do Sul Ltda., São Paulo 350 Freudenberg IT (Suzhou) Co., Ltd., Suzhou 351 Freudenberg Management (Shanghai) Co. Ltd., Shanghai Brazil Brazil China China Share of capital [%] 100.00 100.00 100.00 75.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 159 No. 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 160 Company Country Freudenberg Real Estate (Yantai) Co. Ltd., Yantai Chem-Trend A/S, Copenhagen EBI Atlantic A/S, Vejen EBI Middle-East A/S, Vejen SPECI-TEX ApS, Vejen Meri Varad Zwei OÜ, Kuressaare-Mullutu Freudenberg Immobilier SAS, Chamborêt Chem-Trend (UK) Ltd., Huddersfield Chem-Trend China Investments Ltd., Huddersfield EagleBurgmann Industries UK Ltd., Warwick FCS Interim UK Ltd., Huddersfield Filtamark Ltd., Crewe Freudenberg Limited, Littleborough Freudenberg Technical Products Ltd., North Shields Freudenberg Vileda Ltd., Rochdale VC UK Ltd., i.L., New York Freudenberg Trading (Hongkong) Ltd., Hong Kong Freudenberg Regional Corporate Center India Pvt. Ltd., Bangalore Externa Holding S.r.l., Milan Externa Italia S.r.l., Pinerolo Freudenberg Italia S.a.s. di Freudenberg S.p.A., Milan Freudenberg Politex S.r.l., Novedrate Freudenberg-NOK St Malaysia Sdn. Bhd., Kuala Lumpur Freudenberg IT, S.A. de C.V., Mexico City Vector Technology Group AS, Drammen Freudenberg Austria GmbH, Kufstein Chem-Trend Polska Sp. z o.o., Kobylnica China Denmark Denmark Denmark Denmark Estonia France United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom United Kingdom Hong Kong India Italy Italy Italy Italy Malaysia Mexico Norway Austria Poland Poland Romania Romania Romania Singapore Singapore Slovakia Spain Spain Spain Czech Republic Hungary Hungary USA USA USA FIM Polska Sp. z o.o., Środa Ślaska Freudenberg Household Products SRL, Bucharest Freudenberg Management Imobiliar SRL, Braşov Freudenberg Nonwovens Romania S.R.L., Braşov EBI Asia Pacific Pte. Ltd., Singapore EBI Asia Pte. Ltd., Singapore Freudenberg Immobilienmanagement Slovakia, s.r.o, Potvorice Freudenberg Espana S.A., Barcelona Freudenberg Iberica S.A., Barcelona Vileda Ibérica S.A., Barcelona TPE správni s.r.o., Opatovice nad Labem Freudenberg IM Hungária Kft., Budapest Freudenberg IT Hungary Kft., Budapest Chem-Trend Holding LP, Wilmington EagleBurgmann Industries Inc., Houston FCS Holding Inc., Wilmington Share of capital [%] 100.00 100.00 75.00 60.00 75.00 100.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 25.00 50.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 75.00 100.00 Shareholdings No. 395 396 397 398 399 400 401 402 403 404 405 Company Country Freudenberg Household Products Inc., Aurora Freudenberg IT LP, Durham Freudenberg North America Limited Partnership, Plymouth Freudenberg Real Estate L.P., Wilmington Freudenberg Texbond Inc., Delaware Freudenberg U.S.A. Holdings, Inc., Manchester Freudenberg-NOK Holdings, Inc., Manchester Intpacor Inc., Manchester Klüber Lubrication North America Inc., Londonderry Pellon Corporation, Durham Upper Bristol Ramp, LLC, Wilmington USA USA USA USA USA USA USA USA USA USA USA II. Investments in joint ventures (consolidated by equity method) Germany 406 enmech GmbH & Co. KG, Weinheim 407 Schneegans Freudenberg GmbH & Co. KG, Emmerich am Rhein 408 SF GmbH, Emmerich am Rhein 409 TrelleborgVibracoustic GmbH, Darmstadt1) Other countries 410 Cambus Teoranta, Spiddal 411 VistaMed Ltd., Carrick-on-Shannon 412 Corfina s.r.l., Pinerolo 413 Schneegans Freudenberg Silicon Ges.m.b.H, Losenstein 414 NOK-Freudenberg Asia Holding Co. Pte. Ltd., Singapore2) 415 enmech Hungary Bt, Pécel 416 TETL Holdings, LLC, Dover 417 TTKKE Holdings LP, Dover Share of capital [%] 100.00 100.00 100.00 100.00 100.00 100.00 75.00 100.00 100.00 100.00 75.00 Germany Germany Germany Germany 50.00 50.00 50.00 50.00 Ireland Ireland Italy Austria Singapore Hungary USA USA 50.00 50.00 50.00 50.00 50.00 50.00 41.25 30.00 Argentina Japan Japan Japan Poland South Korea South Korea Thailand USA 24.00 33.40 25.10 49.00 35.00 48.00 50.00 50.00 37.50 III. Investments in associated companies (consolidated by equity method) Germany Other countries 418 Bicomfiber S.A., Buenos Aires 419 Japan Vilene Company Ltd., Tokyo 420 NOK Corporation, Tokyo 421 NOK Klüber Co., Ltd., Tokyo 422 ZET Gaskets Sp.z.o.o., Brzostek 423 Klüber Lubrication Korea Ltd., Seoul 424 Korea Vilene Co., Ltd., Pyeongtaek 425 Freudenberg & Vilene Filter (Thailand) Co. Ltd., Chonburi 426 Ishino Gasket North America L.L.C., Plymouth 161 No. Company Country 427 ISE Industrial Sealing Equipment JLT, Dubai United Arab Emirates 36.75 428 SurTec Middle East (L.L.C.), Sharjah United Arab Emirates 35.00 1)Consolidated financial statements including Trelleborg Automotive do Brasil Industria e Comercio de Autopecas Ltda., São Paulo, Brazil Vibracoustic do Brasil Indústria e Comércio de Artefatos de Borracha Ltda., Taubaté-SP., Brazil Trelleborg Automotive Design (Shanghai) Co. Ltd., Shanghai, China Vibracoustic (Shanghai) Sales and Trading Co., Ltd., Shanghai, China Vibracoustic (Yantai) Co., Ltd., Yantai, China Vibracoustic CV Air Springs (Yantai) Co., Ltd., Yantai, China Wuxi Trelleborg Vibration Isolators Co. Ltd., Jiangsu, China Zhangjiagang Trelleborg Kunhwa Automotive Components Co. Ltd., Zhangjiagang, China Trelleborg Automotive Germany GmbH, Breuberg, Germany TrelleborgVibracoustic Europe GmbH, Darmstadt, Germany Vibracoustic Asia Holding GmbH, Weinheim, Germany Vibracoustic CV Air Springs GmbH, Hamburg, Germany Vibracoustic Germany Holding GmbH, Weinheim, Germany Vibracoustic GmbH & Co. KG, Weinheim, Germany Trelleborg Automotive France SA, Carquefou, France Trelleborg Modyn SAS, Nantes, France Trelleborg Hong Kong Holdings Ltd., Hong Kong, Hong Kong Trelleborg Automotive India Pvt Ltd, New Delhi, India TrelleborgVibracoustic (India) Pvt. Ltd., Mohali, India Trelleborg Japan KK, Yokohama, Japan Trelleborg Automotive Mexico SA de CV, Toluca, Mexico Trelleborg Automotive Toluca SA de CV, Toluca, Mexico Vibracoustic de Mexico S.A. de C.V., Lerma, Mexico Vibracoustic Polska Sp. z o.o., Środa Ślaska, Poland Trelleborg Automotive S.r.l., Dej, Romania Trelleborg Automotive OOO, Zavolzhie, Russia Trelleborg Automotive China Holding AB, Trelleborg, Sweden Trelleborg Automotive Forsheda AB, Trelleborg, Sweden Trelleborg Automotive Group AB, Trelleborg, Sweden Trelleborg Wuxi Holding AB, Trelleborg, Sweden Trelleborg Automotive Cascante SAU, Cascante, Spain Trelleborg Automotive Spain SA, Martorell (Barcelona), Spain Trelleborg Participaciones SL, Barcelona, Spain TrelleborgVibracoustic-Ikhwezi Ltd., East London, South Africa Trelleborg Kunhwa Co. Ltd., Gyeongsan City, South Korea TrelleborgVibracoustic (Thailand) Ltd., Chonburi, Thailand Vibracoustic CZ s.r.o., Melnik, Czech Republic Beltan Vibracoustic Titresim Elemanlari Sanayi ve Ticaret A.S., Bursa, Turkey Blacktech Otomotiv Sanayi ve Ticaret A.S., Bursa, Turkey Trelleborg Cerkezköy Ithalat ve Ihracat Otomotiv Ticaret AS, Cerkezköy/ Tekirdag, Turkey Trelleborg Otomotiv Sanayi Ve Ticaret AS, Cerkezköy, Turkey Vibracoustic CV Air Springs Otomotiv Sanayi ve Ticaret A.S., Bursa, Turkey Vibracoustic CV Air Springs Magyarország Kft., Nyíregyháza, Hungary Trelleborg Automotive USA Inc., South Haven, USA Vibracoustic CV Air Springs USA Inc., Wilmington, USA Vibracoustic North America Holdings Inc., Plymouth, USA Vibracoustic North America LP, Plymouth, USA 162 2)Consolidated Share of capital [%] financial statements including Changchun NOK-Freudenberg Oilseal Co., Ltd., Changchun, China Corteco China Co. Ltd., Guangzhou, China Merkel NOK-Freudenberg Co. Ltd., Taicang, China NOK-Freudenberg Group Sales (China) Co., Ltd., Shanghai, China NOK-Freudenberg Group Trading (China) Co., Ltd., Shanghai, China Wuxi NOK-Freudenberg Oilseal Co., Ltd., Wuxi, China NOK-Freudenberg Hong Kong Ltd., Kowloon, Hong Kong Sigma Freudenberg NOK PVT. Ltd., New Delhi, India Audit Opinion Audit Opinion We have audited the Consolidated Financial Statements prepared by the Freudenberg SE, Weinheim, comprising the Consolidated Statement of Financial Position, the Consolidated Statement of Profit or Loss, the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity and the Notes to the Consolidated Financial Statements, together with the Group Management Report for the fiscal year from January 1 to December 31, 2014. The preparation of the Consolidated Financial Statements and the Group Management Report in accordance with IFRSs as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315a (1) HGB [“Handelsgesetzbuch”: “German Commercial Code”] are the responsibility of the parent company’s management. Our responsibility is to express an opinion on the Consolidated Financial Statements and on the Group Management Report based on our audit. We conducted our audit of the Consolidated Financial Statements in accordance with Sec. 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and 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 activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the Consolidated Financial Statements and the Group Management Report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements and the Group Management Report. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. In our opinion, based on the findings of our audit, the Consolidated Financial Statements comply with IFRSs as adopted by the EU, the additional requirements of German commercial law pursuant to Sec. 315a (1) HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The Group Management Report is consistent with the Consolidated Financial Statements and as a whole provides a suitable view of the Group’s position and suitably presents the opportunities and risks of future development. Mannheim, March 26, 2015 Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft Prof. Dr. WollmertGrathwol WirtschaftsprüferWirtschaftsprüfer [German Public Auditor][German Public Auditor] 163 Editorial Information Published by: Freudenberg Group 69465 Weinheim, Germany www.freudenberg.com PROJECT TEAM: Corporate Communications: Cornelia Buchta-Noack Andreas Baldauf Stephan Hans Corporate Controlling and Accounting: Volker Christ Ellen Fichtner Tanja Heilmann Anja Killian Martina Lorenz Suse Mannsperger Bodo Peisch Steve Scheffel Florian Wätzig Design: m & s communication, Düsseldorf, Germany PHOTOS: Getty Images, Dublin, Ireland Georg Kleinegees, Berlin, Germany Masterfile, Düsseldorf, Germany Panther Media, Munich, Germany Andreas Pohlmann, Munich, Germany Gerald Schilling, Ketsch, Germany Marco Schilling, Weinheim, Germany Shutterstock, New York, USA PRODUCTION: Frotscher Druck, Darmstadt, Germany www.freudenberg.com