FOCUSING ON THE ESSENTIAL ANNUAL REPORT 2003
Transcription
FOCUSING ON THE ESSENTIAL ANNUAL REPORT 2003
www.loewe.de Loewe Stock: Ticker symbol: LOE ISIN code: DE 0006494107 Phone: + 49 (0) 92 61/99-984 Email: ir@loewe.de FOCUSING ON THE ESSENTIAL D-96317 Kronach ANNUAL REPORT 2003 Industriestrasse 11 FOCUSING ON THE ESSENTIAL ANNUAL REPORT 2003 THE LOEWE GROUP IN NUMBERS in EUR million IAS 2003 2002 2001 2000 1999 1998 Sales 288.9 385.6 392.8 363.6 309.5 283.2 Foreign 140.4 197.9 190.5 151.8 111.0 90.1 48.6 51.3 48.5 41.7 35.9 31.8 288.9 376.2 372.6 339.7 284.3 251.8 0.0 9.4 20.2 23.9 25.2 31.4 Foreign (as percentage of total sales) Home Media Systems Telecommunications*** Earnings before interest and taxes (EBIT)* – 33.3 20.6 20.1 21.9 18.0 14.2 – 33.3 20.6 26.1 22.3 18.5 14.8 Telecommunications*** 0.0 0.0 – 6.0 – 0.4 – 0.5 – 0.6 Earnings per share (EUR)** – 4.14 1.52 1.45 1.70 1.16 0.88 – 4.14 1.52 2.00 1.74 1.22 – 0.00 0.00 – 0.55 – 0.04 – 0.06 – 0.00 0.85 0.85 0.85 – – 15.3 Home Media Systems Home Media Systems (EUR) Telecommunications (EUR)*** Dividend per share (EUR) Key figures Shareholders’ equity Capital employed 44.7 80.5 75.2 69.5 57.5 111.1 126.9 114.0 100.9 95.2 Return on capital employed (%)** – 23.4 8.8 9.3 11.9 5.6 1.9 Free cash flow – 15.0 – 1.3 – 1.8 7.8 10.4 – 1.9 – 14.4 – 7.0 9.0 8.3 10.5 – 0.6 5.7 – 10.8 – 0.5 – 0.1 Home Media Systems Telecommunications*** Capital expenditure 20.8 26.4 25.8 23.7 18.5 16.2 Depreciation and amortization 25.2 21.1 22.2 18.5 16.2 16.8 Development costs Number of employees 14.0 13.3 12.0 11.7 11.3 10.6 1,245 1,261 1,209 1,106 1,087 1,071 * Since 1999, interest from the allocation to pension reserves has been reported in interest expenses ** Until 1999 after adjustment for extraordinary expenses, including income tax payable thereon *** Division to be discontinued Loewe AG 01 2003 OUR VISION. There’s one thing we’re sure of: The 21st century is the age of communication. The overwhelming wealth of stimuli that comes along with such an experience requires that human needs be the focus of ventures in media, technology, and content. OUR MISSION. We have a clear mission. Due to its agility, Loewe is in a position to open up an exclusive personal world of entertainment, information, and communication through intelligent and simple systems. LOEWE 2003: FOCUSING ON THE ESSENTIAL Letter to Shareholders 2 Report of the Supervisory Board 6 Key Events of the Year 8 Loewe Stock 10 Management Report 15 Initiatives with Future 51 Annual Financial Statements and Notes 65 Financial Calendar 101 Home Multimedia, Internet Glossary 102 Contacts 104 Publication Credits 104 2003 02 Executive Board. Loewe AG DIFFICULT TIMES BRING NEW OPPORTUNITIES. Loewe AG 03 2003 WE’LL TAKE ADVANTAGE OF THEM. (from left to right) Dr. Rainer Hecker Industrial Engineer, Chairman of the Executive Board. Responsible for sales, product marketing, marketing communication, customer service, quality and PR. At Loewe since 1982. Dr. Burkhard Bamberger MBA. Responsible for finance, controlling, human resources, IT and investor relations. At Loewe since 1998. Gerhard Schaas Engineer. Responsible for product development, pre-engineering, production, purchasing and logistics. At Loewe since 1973. 2003 04 Letter to Shareholders. Loewe AG The consumer electronics market in Europe declined overall in 2003. Brought about by uncertainties concerning possible loss of employment and ongoing political reform discussions, the noticeable slowdown in consumption left its mark both within and outside of Germany. Another important factor was the strong shift in demand toward flat-panel televisions, which took the entire industry by surprise. Loewe realizes more than four-fifths of sales with televisions. The growth in flat-panel displays has not yet made up for the decline in picture tube televisions. The technological shift primarily affects our traditional premium market segment. These conditions made it necessary for Loewe to report one of the worst results in our more than 80 years of corporate history in the financial year just ended. We definitely fell short of our targets. With sales of EUR 288.9 million, the loss amounted to EUR 33.3 million (EBIT). Business both within and outside of Germany contributed to the decline in sales and earnings. The switch from an outside distributor to a subsidiary in Italy resulted in special expenses and sales declines in that country which reduced earnings. Furthermore, the marketrelated price declines for picture tube sets and the start of our “Taurus” restructuring program diminished revenues. However, the primary cause for the loss was the low business volume along with an unfavorable product mix. Especially sales of our particularly high-end televisions suffered under the consumer restraint. Despite the high startup costs, we are convinced that we will be able to service our key markets in Italy, France and the Benelux countries with our own subsidiaries. On January 1, 2004, we also established a sales and marketing company in Austria. Our U.S. subsidiary, which closed 2003 with another high loss, has been offering the necessary widescreen plasma and projection products since the beginning of 2004. We will decide whether or not to continue these activities in the first half of 2004. We recognized the trend to flat TV sets in the premium segments at an early date and we have had widescreen plasma televisions in our product range for almost six years. As early as 2000, we started our far-reaching partnership with Sharp in Japan, the world market leader in LCD televisions. We have marketed small-screen LCDs for more than three years and this year we will add large-screen sets (26”, 32” and 37”) to our range. At the IFA International Consumer Electronics Fair in August last year, we presented our complete line of new flat-panel products and attracted the praise of both the media and retailers. Under the motto “More Loewe,” we also made it clear how the high-end branded product is different from cheap goods. In Berlin, we confidently looked forward to the main shopping season. Retailers responded well with their orders and underscored the success of our IFA presentation. The Consumer Electronics Fair was an initial spark. Nonetheless, it did not bring the customers into the stores in the numbers we expected. Accordingly, the hopedfor Christmas boost did not materialize. In 2003, a main focus of our new products was on flat-panel display sets. With the Spheros 42 plasma TV, Loewe presented home cinema in an entirely new dimension: high-resolution with only a few centimeters of overall depth. The Xelos SL LCD product family introduced in November represents sophisticated design and the most innovative LCD technology at an attractive price/performance ratio. Compact form, radio reception and integrated alarm function make the Xelos SL 20 extremely versatile – the ideal second set for the kitchen or bedroom. Loewe AG 05 2003 In cooperation with Carl Zeiss and Texas Instruments, Loewe has developed the Articos 55 projection TV. Its optimum picture quality, maximum depth of definition, high contrast correction and distortion-free images resulting from fully digitized signal processing make it highly attractive. All of this clearly sets the Articos 55 apart from previous projection sets. Even before the market launch, we received an innovation prize for this set. Respected trade journals selected many of our new sets as test winners. Furthermore, Loewe products have again been awarded renowned design prizes. One example is the GOOD DESIGN™ Award from Chicago, the world’s most significant design award. To get Loewe back on track for success, we started the “Taurus” restructuring program and we initiated specific turnaround projects and actions. On the one hand, we systematically streamlined our organization and reduced the workforce. With flexible working hours models, we were further able to reduce personnel expenses within the possibilities for collective bargaining. A stringent savings policy in material and service costs brought further savings reaching into the millions. On the other hand, we are pushing ahead with the introduction of new flat-panel display products. This year we will introduce ten new, high-resolution flat-panel display sets in the medium and large screen range, some of them already including an integrated hard drive recorder and photo viewer. Starting in the fourth quarter of 2004, we want to generate more than half our sales with LCD, plasma and rear projection sets. In the field of picture tube televisions, Loewe will exhaust the existing market, cut the number of models nearly in half and ensure itself a premium position appropriate to the market. In order to get the right sets to market as fast as possible, among other things, we initiated the “Time-to-Market” project as part of the “Taurus” program. Not least, we are strengthening our relationship with qualified retailers in the key markets. We are sharpening Loewe’s image as a premium brand by a systematic implementation of the updated brand image. In short: Loewe is making every effort to solidify its strong market position within the consumer electronics industry and to expand it again with presentday relevance. To make our Company independent of technology and market-related fluctuations, we are discussing the possibility of including a strategic investor. However, we are under no time pressure in this regard. For the current financial year, we still expect a negative result (EBIT). However, we are very confident that we will master the future. In its long history, Loewe has repeatedly been able to build on its strengths and take advantage of market shakeups as an opportunity for profitable growth. We are now in the midst of such a turning point. Our varied initiatives – from stepping up the product offensive, strengthening the Loewe brand, expanding our proven partnership with qualified retailers – will move us in the right direction. Especially in this crisis, we see many specific opportunities for the attractive premium brand Loewe. We will take advantage of them and we hope very much that you will continue to accompany Loewe on this path. Sincerely yours, Dr. Rainer Hecker Chairman of the Executive Board of Loewe AG 2003 06 Report of the Supervisory Board. Loewe AG DEAR SHAREHOLDERS, The 2003 fiscal year was very unsatisfactory for the Loewe Group. The accelerating trend away from traditional picture tube televisions to (still) relatively expensive flat-panel display units intensified the general consumer buying restraint. In this environment, Loewe could not achieve its ambitious sales targets as the premium segment for picture tube televisions, where Loewe is especially well-positioned, was particularly affected by the technology change. Sales of picture tube televisions declined by 35 percent. The low sales and special charges due to among other things, restructuring measures, led to a net loss of EUR 33.3 million in year 2003. In exercising the responsibilities incumbent upon it in accordance with statutory regulations and the Company’s bylaws, the Supervisory Board continuously oversaw the management of the Company and the management of the Group by the Executive Board and advised it in basic business policy issues. It was regularly informed concerning the economic position and development of Loewe and concerning significant departures of the course of business from plans, defined goals and objectives and discussed these reports and significant business events with the Executive Board. Significant subjects of discussion included what economic and technical impact the rapidly advancing technological change from TV picture tubes to plasma and liquid crystal flat-panel displays would have on the Company and its product policy. In doing so, product development milestones, the dependence on suppliers of cathode ray tubes and flat-panel displays as well as financial consequences were discussed. Another focus was the critical business development in the U.S. and the development of the newly established Italian subsidiary. Outside of the meetings, the Chairman of the Supervisory Board was in regular contact with the Executive Board in order to discuss issues regarding business policy orientation, Prof. Dr. Eberhard Scheffler Chairman of the Supervisory Board the implementation of strategy and the necessary or advisable control and structuring measures. In addition, significant single events such as the filling of management positions were discussed. Four meetings of the Supervisory Board took place in the reporting period. The audit committee and the personnel committee of the Supervisory Board each met once. In addition to issues related to the audit of financial statements, the audit committee also discussed the plans and results of the internal audit. The personnel committee dealt with personnel matters of the Executive Board members. The current position and the anticipated business development of the Loewe Group and its companies in the current fiscal year were discussed in all the meetings of the Supervisory Board. The focus of the meeting on April 11, 2003 was on the individual and consolidated financial statements for the year ended December 31, 2002 with the associated management reports and the audit of those financial statements. Based on the results of its own examination, the Supervisory Board approved the cited documents based on the audit report and supplemental notes of the auditor, the reporting of the Executive Board and the audit committee. A further subject of the discussions was the shift of sales activities in Italy from an outside distributor to a Loewe subsidiary. Against the backdrop of sales falling short of expectations, projects for the IFA International Consumer Electronics Fair and necessary restructuring measures were discussed in the meeting on June 25, 2003. In addition, basic issues relating to the financing of the Loewe Group were discussed. In light of the continued unsatisfactory development of sales and earnings, the Supervisory Board discussed the expected market development, the planned new product launches and the ensuing sales planning with the Executive Board in the meeting on October 1, 2003. Consent was given to the establishment of a Company-owned marketing and sales company in Austria as of January 1, 2004. Loewe AG 07 2003 In the meeting on December 10, 2003, the Executive Board presented the draft budget for the following 2004 fiscal year as well as the medium-range sales planning. It also provided information concerning measures to secure the Group’s financing. The discussions in the Supervisory Board focused on pending negotiations with lenders, the engagement of an outside consultant for an in-depth analysis of the business situation and with the aim of speeding up necessary streamlining measures. The Executive Board prepared the annual financial statements of the Company for the year ended December 31, 2003 and the management report for fiscal year 2003 in accordance with the principles of the German Commercial Code and the German Stock Corporation Act. Pursuant to § 292a HGB (Handelsgesetzbuch – German Commercial Code), the consolidated financial statements of Loewe AG and its subsidiaries have been prepared based on the International Accounting Standards (IAS). Moreover, a consolidated management report was prepared. The auditor appointed by the Shareholders’ Meeting on June 25, 2003 has reviewed these accounts. The auditor endorsed the annual financial statements and management report of the Company and its consolidated financial statements and consolidated management report with an unqualified auditors’ report. In its meeting on March 16, 2004, the audit committee of the Supervisory Board thoroughly reviewed the accounting documents of Loewe AG and its Group as of December 31, 2003. It discussed with the auditor the order of events, essential findings and the results of the audit in detail. According to the conclusive result of its own review, the audit committee approved the presented accounting documents. The annual financial statements and management report of Loewe AG, its consolidated financial statements and consolidated management report as well as the reports of the auditor were presented to all Supervisory Board members. The auditors present in the financial statements meeting on March 23, 2004 reported on important results and focuses of their review and answered additional questions from the Supervisory Board. The audit committee chairman gave information concerning the committee’s activities and the results of its review. According to the conclusive result of its own review of the aforementioned documents, the Supervisory Board agreed with the findings arrived at by the auditors. The Supervisory Board has approved the management report and annual financial statements prepared as of December 31, 2003, which can thus be considered adopted. Furthermore, the Supervisory Board approved the consolidated financial statements and the consolidated management report. As of March 31, 2003, Mr. Guido Alt resigned from the Supervisory Board because of other obligations. The Supervisory Board thanks him for his valuable contributions. In the Shareholders’ Meeting held on June 25, 2003, the shareholders elected Dr. Gerhard Heinrich as the new member of the Supervisory Board. In connection with Loewe’s restructuring, which includes a streamlining of top management, Mr. Thomas Bender resigned from the Executive Board of Loewe AG in May 2003. The Supervisory Board thanks Mr. Bender for his contributions, which reflected great dedication. The difficult 2003 fiscal year placed special demands on every member of the Loewe team. The Supervisory Board thanks the Executive Board and the entire workforce for the work they have done and their great commitment. The Supervisory Board is convinced that the measures that have now been introduced and the dedication of all employees will make it possible for Loewe to master the current difficult phase. Kronach, March 24, 2004 Prof. Dr. Eberhard Scheffler, Chairman of the Supervisory Board 2003 08 Key Events of the Year. Loewe AG MARCH BAMBERG Together with the government of Upper Franconia and Bamberg-based Bi-Log AG, MAY Loewe organizes the regional competition “Jugend forscht” (Youth Researches) NEW YORK for Upper Franconia. From the start, the Loewe and the American chain retailer competition has been one of the largest Harvey Electronics joined in opening the and most successful regional competitions first Loewe Gallery in the United States. in Germany. In Midtown Manhattan’s 45th Street, the new gallery presents Loewe as a technically JANUARY BERLIN innovative and design-oriented premium Around 500 guests – including a large brand. ANTWERP number of retailers from all over Europe Loewe Opta Nederland B.V. celebrated its and investors and journalists from Germany KRONACH tenth anniversary in Antwerp. In 1993, Loewe and abroad – were present at the former The Siegmund-Loewe-Platz is opened started out with a 0.2 % market share in waterworks for the launch of the new in the heart of Kronach. In doing so, the the Netherlands, which has grown to over Mimo product line. Mimo succeeds in city of Kronach pays homage to Loewe’s 10 % in the ensuing ten years. packaging the most advanced technology founder, a man who left a lasting in an entirely new form. impression on the city. One of Kronach’s secondary schools is being renamed as the Siegmund-Loewe-Realschule. FEBRUARY JUNE APRIL KRONACH MUNICH Loewe has constructed a new logistics center KRONACH Loewe introduces the world’s first tele- with state-of-the-art storage and shipping Loewe establishes the sales and marketing vision with an integrated decoder for techniques with a volume of EUR 4 million. subsidiary Loewe Italiana. The new company reception of the Premiere pay-TV channel. The building has a total area of 6,300 square is an important component in Loewe’s Loewe thus offers an additional up- meters and is primarily used for the storage internationalization strategy. grade kit for convenient home cinema of large plastic parts, displays and packaging materials. experience. MUNICH In the financial statements press conference MUNICH KRONACH/BERLIN for 2002, Loewe reported slightly increased Despite the increasingly difficult market Exactly 80 years ago on February 6, 1923, revenues in the most important Home Media environment, Loewe AG was able to gen- the name Loewe was recorded in the Systems division. Group earnings before erate satisfactory revenues and earnings Commercial Register in Berlin. Founded by interest and taxes increased to EUR 20.6 in 2002. A restructuring program for Dr. Siegmund Loewe and others, the com- million. the current year is presented in the Share- pany’s name at that time was Radiofrequenz GmbH. holders’ Meeting. KRONACH/OSAKA Loewe expanded its partnership with Sharp, the Japanese world market leader for LC displays, in the field of super flat, largescreen LCD televisions. Loewe AG 09 2003 JULY SEPTEMBER HAMBURG/MUNICH Loewe shows off its new products to the KRONACH press in Hamburg and Munich in advance of Loewe takes on 27 new trainees in the International Electronics Fair. Interest is administration and technology. focused on the super flat Spheros 42 television with a high-resolution plasma display. FÜRTH “80 years of Loewe – 80 years of broad- NOVEMBER KULMBACH casting in Germany” is the title of an exhibit Loewe receives the Upper Franconian in the Radio Museum of the City of Fürth. Innovation Prize for 2002/2003 in recogni- Items on display range from the OE 333 KRONACH tion of the development of the Articos 55 short-range receiver from the 1920s to the “The Best from 80 Years of Innovation” – projection television. A high-resolution complete TV-video-audio system from the this was the motto of Loewe’s key advertising TV with perfect picture quality and a 140- current product line. campaign for the main shopping season. The centimeter screen diagonal developed product-based advertisements were placed in in cooperation with Carl Zeiss and Texas the high-circulation target group magazines Instruments. “Stern,” “Spiegel,” and “Focus” and also in the “Süddeutsche Zeitung” and “FAZ” newspapers starting in December. AUGUST DECEMBER OCTOBER BERLIN VIENNA The Company shows “More Loewe” during BERLIN Loewe announces the establishment of the International Consumer Electronics Fair The Loewe Aventos 3781 ZW television is its Austrian subsidiary, Loewe Austria GmbH. (IFA) in Berlin. The focus is on product innova- the winner in a test of large-screen picture In 2003, Loewe’s market share in Austria tions ranging from the large Articos 55 projec- tube televisions. According to Stiftung is 7.1 %. The successful and systematic tion TV to the integrated hard drive recorder Warentest consumer testing institute, the distribution in that country is now being and the DVB-T receiver for digital terrestrial Aventos had the best picture and out- expanded under the direct responsibility television. standing sound quality. of Loewe. Loewe will now make direct deliveries to qualified retailers without inter- KRONACH mediate storage. The ARD/ZDF morning show was broadcast live from Loewe in Kronach in the run-up to HANNOVER the IFA. The topic of the 18-minute segment Loewe receives the coveted iF design award was “Loewe and the Future of Television.” from the Industrie Forum Hannover for five of its product innovations and the Loewe BERLIN display at the IFA International Consumer Loewe extends the warranty for all its Electronics Fair in 2003. The iF design award products from two to three years. This step winners include the Loewe televisions Mimo provides customers and retailers even more 15 and Mimo 28 as well as the Articos 55 safety and for Loewe it underscores the projection TV, the Xemix 8122 DVD player and significance of product quality as a character- the Tremo subwoofer satellite system. 2003 10 Loewe Stock. Loewe AG LOEWE STOCK SWITCH FROM MDAX TO SDAX IN MARCH 2003 PROFIT WARNINGS LED TO SIGNIFICANT PRICE EROSION STABLE COVERAGE ENSURED SHARE PRICE PERFORMANCE The Loewe share started 2003 at a price of approximately EUR 11. After the key figures were published on January 20, the sales and price performance recovered for only a short period of time. A study by Commerzbank in early February saw little potential for Loewe’s business as well as consumer’s propensity to buy. The investment recommendation was “sell.” Combined with the unstable capital markets in the first quarter, this factor pushed the share price down to approximately EUR 9. Even before the financial statements press conference, we reported in a late March ad hoc release that we would not reach our projected sales and earnings targets. The share price reacted to this once more with an approximately 15 % decline. Immediately after the ad hoc announcement, the daily trading volume was up to 100,000 shares. The recovery of the German and European markets starting in April was unable to lift the price. The share persisted in a narrow range from EUR 8 to 9.50 with low volatility while daily trading volume remained high. After the dividend was paid subsequent to the Shareholders’ Meeting and there was further critical coverage by analysts, the share softened to less than EUR 8. The ad hoc announcement published in August caused the share to drop by approximately 10 % once more. Analysts responded to the abandonment of the growth target for financial year 2003 and the prospect for a negative year-end result with a general “sell” recommendation for the Loewe share. The price fell to new lows in the EUR 6.50 range. Loewe share price After the figures for the first nine months were published, the Loewe share continued recovers at beginning of to be under pressure. This was primarily caused by institutional investors who sold off their new fiscal year portfolios of Loewe shares with a view to the turn of the year. On December 23, we recorded the historic low of EUR 5.20. At year-end, sales by institutional investors ran out and the share price recovered slightly. The price recovery continued in the new financial year. Driven by speculation about a strategic investor, the price climbed to EUR 8.60. Loewe AG 11 2003 190 160 130 100 70 40 01/02/03 LOEWE 04/02/03 07/01/03 10/01/03 01/02/04 03/01/04 SDAX Development of the Loewe share price against SDAX from January 2, 2003 to March 1, 2004 (Frankfurt) 250 200 150 100 50 0 07/08/99 LOEWE 01/03/00 07/03/00 01/02/01 07/02/01 01/02/02 07/01/02 01/02/03 07/01/03 SDAX Development of the Loewe share price against SDAX from July 8, 1999 (first listing) to March 1, 2004 (XETRA) SHAREHOLDER STRUCTURE The shareholder structure of Loewe AG continues to be marked by a high free float of approximately 64 % of the share capital. Approximately 23,000 securities accounts in Germany were registered for the Shareholders’ Meeting in June 2003. The Company’s management holds 26 % of the shares. The British venture capital company 3i holds 10 %. Beyond that, Loewe has not received any reports of shareholdings of 5 % or more. Several large European mutual funds hold Loewe stock. INVESTOR RELATIONS GOALS Our goal is to maintain investors’ attention and the existing first-rate coverage of the Loewe share to the greatest extent possible. To that end, we will again be represented at capital market conferences of respected banks in Frankfurt in 2004. At the time each quarterly report is published, we hold conference calls in English with question and answer sessions. Furthermore, we plan to hold road shows at the most important European stock exchanges if interest is shown. 01/02/04 03/01/04 2003 12 Loewe Stock. Loewe AG The Loewe Spheros 42 is synonymous with technological innovation. This plasma television features a low overall depth and a 106 cm screen diagonal. Its appearance and technology set new standards. TRADING VOLUME The Loewe share is actively traded every trading day on all German stock exchanges and in XETRA computer trading. Trading volume is highest by far on the Frankfurt Stock Exchange and in XETRA. The designated sponsor is Credit Suisse First Boston, Frankfurt. Seydler AG Wertpapierhandelsbank has served as market maker since mid-2003. The average daily trading volume in the year under review was approximately 28,500 shares. DIVIDEND A resolution will be proposed to the Shareholders’ Meeting on June 23, 2004 that no dividend be distributed for financial year 2003. Loewe AG 13 2003 CORPORATE GOVERNANCE ORIENTATION TO CORPORATE GOVERNANCE RECOMMENDATIONS EXPANDED WORDING OF DECLARATION OF CONFORMITY COMPLIANCE IS EXPERIENCED ACTIVELY Already in 2001, Loewe published principles concerning cooperation based on trust between Corporate governance the Executive Board and the Supervisory Board in the annual report and in the Internet. This is extremely important early commitment reflects our high standards. Loewe is committed to a responsible, fair and for Loewe transparent corporate policy. Our objective is to achieve a sustained increase of the company value in the interest of the shareholders, customers and employees and with consideration of environmental concerns. The Loewe Corporate Governance Principles are an integral component of our corporate identity. DECLARATION OF CONFORMITY The enactment of the Transparency and Publicity Act inserted a new § 161 into the German Stock Corporation Act. It obligates the Executive Board and Supervisory Board of a listed company to declare on an annual basis whether the Code has been and will be complied with and which recommendations in the Code have not been applied. The Executive Board and Supervisory Board of Loewe AG issued the first statement of conformity with § 161 German Stock Corporation Act in November 2002. The declaration stated that Loewe principally complied with the recommendations of the Code. The only exception is that the consolidated financial statements were not published within 90 days of the end of the fiscal year. This exception no longer applies. The consolidated financial statements of Loewe AG for fiscal year 2003 will appear on March 26, 2004 and accordingly within the deadline. Also, in consideration of the amendments adopted by the Government Commission The Executive Board and of the German Corporate Governance Code on May 21, 2003, the recommendations in the Supervisory Board Code will be met. The Executive Board and Supervisory Board issued an updated declaration issued the declaration of of conformity to this effect on December 21, 2003. The joint declaration by the Executive conformity in December Board and Supervisory Board of Loewe AG pursuant to § 161 German Stock Corporation Act regarding the recommendations of the Government Commission of the German Corporate Governance Code reads as follows: “The Executive Board and Supervisory Board of Loewe AG decided on December 21, 2003 to adapt their declaration of conformity pursuant to § 161 German Stock Corporation Act dated December 10, 2002 to the amendments of the German Corporate Governance Code (Code Version of May 21, 2003) and therefore declare: The recommendations of the Government Commission of the German Corporate Governance Code (Code Version of May 21, 2003) as published in the electronic Federal Gazette on July 4, 2003 have been and will be followed with the following exception: Code sub-section 4.2.4, sentence 2 For the protection of privacy, individualized figures concerning the compensation of the members of the Executive Board have not been and will not be published.” 2003 14 Loewe Stock. Loewe AG SUPERVISORY BOARD The Supervisory Board of Loewe AG comprises six members. They were elected by the Shareholders’ Meeting in 2001 for a term of five years. In place of Guido Alt who resigned from the Supervisory Board, the shareholders present at the Shareholders’ Meeting of Loewe AG held on June 25, 2003 elected Dr. Gerhard Heinrich to the board. A general age limit of 70 years applies to the members of the Supervisory Board. On the occasion of the resolutions of the Shareholders’ Meeting amending the articles of incorporation in June 2002, the remuneration of the Supervisory Board was redefined with respect to a fixed and variable component. The basis for the variable component is whether the earnings per share derived from the particular group income as of December 31 of each fiscal year were matched or exceeded. The directors & officers liability insurance taken out for the Supervisory Board contains an appropriate deductible in the amount of 50 % of the particular Supervisory Board member’s incentive compensation. EXECUTIVE BOARD The Executive Board of Loewe AG comprises three members. An age limit of 65 years applies to the members of the Executive Board. The existing directors & officers insurance contains an appropriate deductible in the amount of 25 % of the fixed annual remuneration of a member of the Executive Board. The Rules of Information for the Executive Board adopted by the Supervisory Board define how the Supervisory Board must be informed in a timely manner concerning business development, strategy and planning as well as significant business risks. COMPLIANCE Principles of compliance Loewe considers compliance to be important. To that end, we implement measures to prevent are implemented in the insider trading and we ensure compliance with regulations under corporate law as well as Group regulations relevant to the stock markets and capital markets. The corporate officers and executives are kept regularly informed concerning the control, management and organization of the regulatory and capital market-related communications. Principles for the handling of confidential information are just as much the focus as the definition of insider information, the establishment of blocking periods or the handling of ad hoc announcements. We inform newly hired employees about the possibility of coming into contact with insider information and the necessary course of conduct. Furthermore, information relating to the “insider” theme is regularly published on the Company’s Intranet pages. Loewe AG 15 2003 NO PLEASURE IS TEMPORARY, 2003 16 Management Report. Loewe AG Loewe AG 17 2003 SINCE THE IMPRESSION ALWAYS REMAINS. JOHANN WOLFGANG VON GOETHE Diving into other worlds. Feeling fascination. Collecting impressions. Give your life a special spark. Loewe opens new dimensions with innovative television technology. State-of-the-art plasma technologies in products like the Spheros produce incomparable pictures and fascinating viewing experiences. The Spheros can float in the middle of the room like a futuristic vision or be suspended from the wall. Both placements underscore its high standards in the premium segment, as does Loewe. P. 18 Development of the economy as a whole P. 19 Softening market for consumer electronics P. 24 Brand and technology position P. 26 Loewe key economic performance indicators P. 44 Risks of future development P. 49 Outlook 2003 18 Management Report. Loewe AG MANAGEMENT REPORT SHARP MARKET DECLINE FOR PICTURE TUBE SETS SALES DECLINED; NEGATIVE EARNINGS RESTRUCTURING INITIATED EXPANSION OF FLAT-PANEL DISPLAY LINE CONTINUED UNSATISFACTORY DEVELOPMENT OF THE ECONOMY AS A WHOLE As in the two previous years, 2003 was also disappointing for the economy. After the terror attacks in the U.S. and the military intervention in Afghanistan, the 2003 Iraq war shattered economic confidence in the future. Similarly, continued repercussions of the financial and non-monetary excesses of the New Economy boom demanded sustained consolidation efforts to deal with corporate and private indebtedness. Weak economy in the eurozone The economy in the euro area weakened on a wide front until mid-2003. In the second quarter, several countries of the European Economic Community (EEC) – Germany, Italy and France in particular – experienced a decline in gross domestic product. The sustained high level of economic activity in Spain was able to cushion the EEC-wide softening to some degree. In the second half, the economic development of the EEC countries again shifted back to a moderate growth path. Real growth of gross domestic product in 2003 is expected to be 0.5 % for the countries of the currency union. At 2 %, the inflation rate has fallen slightly. Negative developments included the significantly higher national deficits and the unemployment rate, which increased to almost 9 %. Last year, the German economy shrank for the second time since reunification. The real gross domestic product dropped by 0.1 %. It was impossible to achieve the 0.7 % to 1.5 % growth rates that had been predicted at the start of 2003. Almost all demand components of the overall economy dropped. Only public sector consumption and higher inventories counteracted this trend. Gross fixed capital formation dropped for the third year in a row while private consumption fell for the second in a row. Loewe AG 19 2003 Home cinema in new dimensions: The high-resolution plasma TV Spheros 42 on Cube 1 with a Certos DVD unit. The individual rack solutions make the Spheros 42 an independent design piece. SOFTENING MARKET FOR CONSUMER ELECTRONICS The European consumer electronics market declined 3 % to EUR 25.4 billion in 2003. Positive Strong trend to developments in Italy and Spain could not compensate for the significant market decline in flat-panel display sets Germany and the United Kingdom. The sharp decline in sales of televisions with conventional picture tubes, video recorders and stereo systems had a dampening effect. The primary causes are the trend to flat-panel displays and the persistent strong drop in prices. In contrast, growth was strong for flat-panel display sets, DVD players/recorders and portable stereo products with MP3 capability. Loewe is represented with products in roughly two-thirds of the entire market volume; however, televisions make up about 85 % of its total business volume. Consumer electronics market in Europe in Euro billion 2003 2002 Televisions 11.6 11.5 1 0.5 0.7 – 25 TV recorders +/– in%* DVD players 3.3 2.4 34 Video recorders 1.2 1.8 – 35 Stereo Subtotal Audio, video games, etc. Total 4.5 5.0 – 10 21.1 21.5 –2 4.3 4.5 –6 25.4 26.0 –3 (Source: GfK, European market, market coverage just under 80 %, each period December of the previous year to November of the following year; market data by value based on retail prices) * The percentage amounts are based on unrounded market figures. 2003 20 Management Report. Loewe AG In the case of the DVD players, video recorders and stereo systems offered by Loewe, the focus is less on the separate marketing of single components than on the integration of these peripherals into a total system. The volume of the television market in Europe increased by 4 %. Due to the sharp price drops in nearly all segments, the sales volume of EUR 11.6 billion was only slightly higher than in 2002. Television market in Europe by technology TV Market in Europe Loewe Market Share (in EUR billon) 2003 2002 Picture tubes 9.29 10.41 LCD 0.65 0.13 Plasma 0.99 (in %) + /– in %* 2003 2002 + /– – 11 6.1 6.5 – 0.4 419 1.2 2.4 – 1.2 0.37 170 1.3 2.7 – 1.4 0.68 0.60 13 – – 11.61 11.51 1 4.9 5.9 Projection (front and rear) Total (Source: GfK, European market, market coverage just under 80 %, each period December of the previous year to November of the following year market data by value based on retail prices) * The percentage amounts are based on the unrounded market figures. Pure home cinema: The Articos 55 on Cube 2 with Concertos loudspeaker system. The first Loewe television with high-resolution projection technology, developed in cooperation with Carl Zeiss and Texas Instruments. – 1.0 Loewe AG 21 2003 20.8 million picture tube sets were sold in Europe in 2003, 1.1 % more than in the previous year. Despite the growing significance of new flat-panel display technologies, this LCD sets show strongest market growth represents a 95 % market share by volume. As a consequence of the sharp drop in prices for picture tube sets, the value of this market declined by 10.8 % to EUR 9.29 billion. It now represents only 80 % of the total market for televisions in Europe. LCD televisions have the highest growth rate in flat-panel display sets. 500,000 LCD sets were sold in 2003. This represents a 680 % increase over 2002. Since these are predominantly small-screen sets with a screen diagonal of up to 20”, the average sales price for the consumer was only EUR 1,260. Accordingly, the market volume by value increased by only 419 % from EUR 0.13 billion to 0.65 billion. In contrast, just under EUR 1 billion was spent for plasma sets in 2003. Despite the decline in prices, these exclusively large-screen sets with a screen diagonal of at least 32” became significantly more expensive in 2003 by 30 %. Their average sales price is EUR 5,500. Compared to 2002, the number of plasma TVs more than tripled from 180,000 sets. Loewe’s market share in the total TV market dropped from 5.9 % to 4.9 % in the year under review. The main cause for this is Loewe’s still unsatisfactory market position in the flatpanel display segment, whose significance compared to traditional picture tube sets increased significantly in 2003. Within the picture tube segment, Loewe’s market share declined slightly to 6.1 %. Declining demand An analysis of the price segments makes it clear that Loewe consolidated its positioning in for high-end picture the premium segment. In the retail price segment of EUR 1,000 to 2,000 in particular, we tube sets were able to expand our market share by 1.9 percentage points to 12.2 %. Nonetheless, consumers’ propensity to purchase high-end picture tube sets is declining. On the other hand, demand is increasing for economical picture tube sets as well as the still noticeably more expensive flat-panel display units. For economical picture tube sets under EUR 1,000, the market share was largely unchanged at 1.6 %. Loewe has hardly any representation in this segment. Television market (picture tubes) in Europe by price categories TV Market in Europe Loewe Market Share (in EUR billion) 2003 2002 (in %) + /– in %* 2003 2002 + /– under EUR 1,000 6,623.9 6,726.0 –2 1.6 1.7 – 0.1 EUR 1,000 – 2,000 2,047.6 2,734.3 – 25 12.2 10.3 1.9 616.3 954.7 – 35 16.0 16.0 0.0 9,287.8 10,415.0 – 11 4.8 5.2 – 0.4 over EUR 2,000 Total (Source: GfK, European market, market coverage just under 80 %, each period December of the previous year to November of the following year market data by value based on retail prices) * The percentage amounts are based on unrounded market figures. Loewe was not able to participate in the stormy market growth of LCD televisions. The market share declined accordingly from 2.4 % to 1.2 %. However, the LCD market is currently dominated by small-screen sets. Sets with a screen diagonal smaller than 22” make up roughly two-thirds of the market volume. In contrast, Loewe focuses on large-screen sets with screen diagonals larger than 28”. Only a few, mostly very expensive LCD sets are available on the market in this size category. 2003 22 Management Report. Loewe AG While the plasma market almost tripled to EUR 1 billion in 2003, Loewe’s growth in this segment was significantly lower. The market share was reduced from 2.7 % to 1.3 % because Loewe offered only the Spheros 42 in 2003, which is in the highest pricing category. Because of the set’s extensive features and value, its price of roughly EUR 9,000 is higher than the average market price of about EUR 5,500. Apparently, not enough premium customers were willing to pay an additional premium for a particularly high-quality first-rate product when purchasing a generally expensive flat-panel display product. Even LCD and plasma products with aggressive price positioning are still comparatively expensive compared to picture tube sets. Due to their higher price, the especially finefeatured and high-end Loewe premium products were only able to appeal to a small target group. Added to this was Loewe’s still incomplete product line of LCD and plasma TV sets. As the market for flat-panel display sets matures, the manufacturing costs will drop and the opportunities for the premium sellers to differentiate themselves will increase. Loewe should benefit from this and be able to expand its market share. Front and rear projection sets show only comparatively moderate growth. In this case, it is not a matter of a completely novel technical concept but rather the replacement of the earlier tube projectors by new digital technologies such as DLP (digital light processing). In mid-December, Loewe introduced its first projection set Articos 55 in relatively low numbers of units. European TV market The television market displayed varied development in the individual European shows diverse countries in 2003. While the value of the Italian, Spanish, Benelux and French markets grew development robustly, Germany, Switzerland and the United Kingdom declined. With a 7 % decline, Germany exhibited the worst development by far. With a less than 12 % share, Germany also brought up the rear in demand for new flat-panel display technologies. In France, Italy and Switzerland, on average approximately one-fourth of the money spent for televisions went for flat-panel display sets. Total television market in Europe (by country) TV Market in Europe Share (in EUR billion) of new display technologies (in %) 2003 2002 +/– in%* United Kingdom 2,836.0 2,926.9 –3 2003 20 Germany 2,438.1 2,617.0 –7 12 France 1,943.0 1,865.3 4 26 Italy 1,280.6 1,113.8 15 23 Spain 1,138.8 1,062.7 7 16 Benelux countries 1,038.0 982.1 6 17 Switzerland 382.7 397.3 –4 29 Rest of Europe 543.3 538.3 1 16 11,600.5 11,503.4 1 20 Total Europe (Source: GfK, European market, each period December of the previous year to November of the following year) * The percentage amounts are based on unrounded market figures. Loewe AG 23 2003 Loewe’s market share by value in the European television market declined by 5.9 % to 4.9 % in 2003. Only in France and in the United Kingdom was Loewe able to hold its relatively low market share of roughly 1 %. In Germany, Loewe’s market share sank from 10.6 % to 9.7 %. Stabilizing factors in Germany were the still low significance of the new flat-panel display products and Loewe’s good positioning among competent retailers. The greatest losses were in Italy and the Benelux countries where Loewe’s market share fell by roughly a third. In Italy, the slump resulted from the difficult market environment for Loewe and was also caused by the switch from an external distributor to a Company-owned subsidiary in 2003. Loewe share of the television market in Europe (by country) Loewe Market Share in % 2003 2002 United Kingdom 0.8 0.8 +/–* 0 Germany 9.7 10.6 –8 France 1.3 1.3 0 Italy 2.5 4.0 – 38 Spain 4.9 5.6 – 13 Benelux countries 5.9 9.0 – 34 Switzerland 5.9 6.8 – 13 Rest of Europe 2.4 2.7 – 11 Total Europe 4.9 5.9 – 17 (Source: GfK, European market, each period December of the previous year to November of the following year) * The percentage amounts are based on unrounded market figures. Outside of Europe, Australia, the Russian Federation and North America are of partic- Loewe market share ular significance for Loewe. Loewe’s market share is still relatively low in these markets. In outside of Europe these countries, the development of the overall market is less critical for Loewe’s success than relatively small the systematic implementation of Loewe’s premium positioning in the market. In 2003, the average sales price per television set in Europe was EUR 532. This was approximately 3 % less than in the previous year. In comparison, the price of Loewe sets was almost unchanged at EUR 1,302. On the market side, the greatest price declines were observed in flat-panel display sets, where prices were down between 20 % and 33 %. In picture tube sets, the 12 % price slide is due to the higher share of more economical standard sets. Despite the significant drop in prices in all market segments, the higher share of more expensive flat-panel display products led to only a slight reduction of the average price. 2003 24 Management Report. Loewe AG LOEWE’S BRAND AND TECHNOLOGY POSITION Development of Loewe’s market and competitive environment changed drastically in 2003. New flat-panel flat-panel display sets display sets are becoming more attractive to consumers; the demand for high-end picture is a top priority tube sets in particular is dropping and new competitors are crowding into the consumer electronics market. Loewe has therefore made the development of flat-panel display sets a top priority. FOCUS ON FLAT-PANEL DISPLAY SETS The existing product line of LCD sets was expanded to include two additional flat-panel display sets. The flat Mimo 15 has been available at retailers since October 2003. With a screen diagonal of 38 centimeters, the most advanced LCD technology guarantees absolutely flickerfree and distortion-free images of impressive color depth. Flowing lines and soft contours give the extremely flat design object its appeal. Another product, the Mimo 20, was developed to market readiness in early 2004. The launch of this product also makes a software model available for use in hotels. The integrated terrestrial receiver model is offered in addition to cable and satellite receivers. In November, the Xelos SL 20 was launched as the first representative of the new Xelos family. The Xelos SL 20 represents sophisticated design at an attractive price-performance ratio. With a liquid crystal display in 4:3 format, its compact form, radio receiver and integrated alarm function make it highly versatile. In plasma TVs, the new Spheros 42 sets new optical and technical accents. With only a few centimeters of overall depth and a screen diagonal of 106 centimeters, it makes home cinema a reality. The new, high-resolution plasma panel enables the Spheros to offer the Market launch of the Articos 55 projection TV greatest viewing pleasure in brilliant picture quality. The Articos 55, Loewe’s first television with high-resolution projection technology, is impressive with an overall depth of only 49 centimeters and a screen diagonal of 140 centimeters. It makes normal television programs a true home cinema experience. Digital light processing (DLPTM), the most advanced picture standard for projection TV, makes this possible. Loewe is one of the first manufacturers to offer televisions with integrated Digital RecorderPlus and is redefining TV viewing habits. Both digital and analog television signals can be stored on the built-in 80 GB hard drive in many Loewe sets. In late October, the first Loewe TVs with integrated Digital RecorderPlus were introduced to the retail trade. The world’s first television with an integrated decoder for reception of the Premiere pay-TV channel is also from Loewe. The new digital TV upgrade kit with the seal of quality “Premiere Compatible” represents a systematic enhancement of the Media-Plus concept. Another focus was the expansion of our activities in digital television. For digital satellite reception, Loewe introduced the next DVB generation to the market. Furthermore, a digital receiver was developed for terrestrial reception (DVB-T). Both analog and digital programming can be received in the usual manner using a standardized operating system and an electronic program guide. In Internet television, the use of the OnlinePlus module was extended to additional countries. Since early 2004, development work has been focused on the goal of introducing the function of a photo viewer for tube sets and flat-panel displays. A card reader for all current memory formats will then make it possible to present slide shows via the television set. In the field of new technologies, the primary focus of activities was on the subject areas media center, home networking and multiroom functionality. Loewe presented the appropriate pilot applications at the IFA International Consumer Electronics Fair. Loewe AG 25 2003 FURTHER IMPLEMENTATION OF THE INTERNATIONALIZATION STRATEGY The establishment of a sales and marketing subsidiary in Italy strengthened Loewe’s inter- Subsidiaries established national orientation. Loewe Italiana S.r.l. puts us in a position to implement future sales and in Italy and Austria marketing objectives in Italy directly. At the same time, preparations were made in the last quarter to establish a sales and marketing subsidiary in Austria. IFA – THE FORUM FOR PRODUCT INNOVATIONS Under the slogan “More Loewe,” we presented numerous innovations at the IFA. Four major themes demonstrated Loewe’s added value: Loewe offers “More Intelligence” in home cinema systems. The customer can expect “More Quality” through the introduction of high-resolution large-screen plasma, LCD and projection televisions as well as the new HD Real Flatline picture tubes. For Loewe, “More Possibilities” especially means a variety of rack solutions in addition to individual colors and high-quality materials. “More Experience” is the sum of more intelligence, more quality and more possibilities. NEW ADVERTISING CAMPAIGN The new Loewe brand campaign, which is focused on personal experience, started in March 2003 under the motto, “Stimulate your senses.” The goal is to sharpen the Loewe profile as an esthetic, intelligent and inspiring premium brand and further increase the awareness of the Loewe brand. Due to the changed market conditions in the second half of 2003, the brand campaign was modified and designed to be more product and sales oriented. THREE-YEAR WARRANTY ON ALL PRODUCTS At the start of the IFA, Loewe extended the warranty on all products from two to three years. In addition to outstanding design, innovative technology and easy operation, top quality is an important characteristic of Loewe products. The new digital TV upgrade kits from Loewe with the quality seal “Premiere Compatible” are fully integrated in the TV set. External boxes and a mess of cables are a thing of the past. 2003 26 Management Report. Loewe AG LOEWE DESIGN RECEIVES AWARDS The outstanding quality of Loewe design was honored by several awards last year. The iF Industrie Forum Hannover awarded five Loewe products the respected iF Seal for excellent industrial design. The products included the Mimo 15, Mimo 28 and Articos televisions. In addition, the Loewe stand at IFA 2003 received this award in the category communication design. The Spheros 42 received the international GOOD DESIGNTM Award 2003 from the Chicago Athenaeum: Museum of Architecture and Design. KEY ECONOMIC PERFORMANCE INDICATORS OF LOEWE SIGNIFICANTLY WORSE Significant decline in We fell short of our financial goals in the 2003 financial year. The chief cause for this is the sales and earnings technological change mentioned above. The otherwise customary sales stimulus caused by the IFA International Consumer Electronics Fair and the Christmas business stayed below expectations and could not compensate for the sales slump of the first three quarters. Decreased unit sales, reduced sales prices and a poor product mix were reflected in the 23 % decline in sales to EUR 289 million. Key figures in EUR million 2003 2002 +/– in% Sales 288.9 376.2 – 23 EBIT – 33.3 20.6 Net income – 29.7 10.9 20.8 26.2 1,245 1,250 Capital expenditure – 21 Employees (annual average) The cost cutting and restructuring measures initiated in the second quarter were only able to provide limited cost relief, so that EBIT of the Loewe Group declined from EUR 20.6 million to EUR -33.3 million. This includes negative non-recurring factors amounting to EUR 13.1 million. They relate to the changeover of distribution in Italy to the Companyowned subsidiary (EUR 4.5 million), allowances for the reduced sales potential of picture tube televisions (EUR 5.6 million), severance packages for the adopted workforce reduction (EUR 2.0 million) and the risk provision for additional compensation to Loewe contract workshops (EUR 1.0 million). THE RESTRUCTURING PROGRAM INCLUDES THE FOLLOWING ELEMENTS: “Taurus” restructuring program initiated Adaptation of the organization to the lower business volume was adopted in 2003 and partially implemented. Weekly working hours in production were reduced from 35 to 29 hours in 2003 and short-time work was introduced at year-end. A decision was made to reduce the number of direct employees to 70. It was also decided to reduce the number of indirect employees by 120. These measures are to be implemented by mid-2004. EUR 7.0 million was saved in cost of materials in 2003. In addition, all areas were reviewed for potential savings and this was considered in the budgeting for financial year 2004. Loewe AG 27 2003 A significant expansion of our product line for large-screen flat-panel display sets is plan- ned for 2004. We plan to launch ten new televisions on the market, the first large-screen LCD TV with a screen diagonal of almost one meter as early as April 2004. The goal is to generate more than 50 % of sales with flat-panel display sets in the fourth quarter of 2004. The focus continues to be on internal projects concentrated on optimizing and refining the Loewe brand image, product line planning, market launch process, international marketing strategy, premium quality, technological partnerships and the search for a strategic investor. In 2003, Loewe employed an average of 1,245 persons. The average number of persons is only slightly below the comparable figure for 2002 because the workforce adjustment measures initiated during 2003 and affecting 190 employees will not fully take effect until the first half of 2004. As of the balance sheet date of December 31, 2003, the active workforce (excluding trainees, persons permanently absent and part-time retirees) was lower than the year before by 50 persons. SALES DECLINE IN ALL SIGNIFICANT MARKETS Despite the stability of the market as a whole, Loewe’s sales revenues declined by 23 % to EUR 289 million in 2003. All significant markets contributed to this development because generally there is higher demand for economical picture tube sets and buyer restraint in the case of very high quality but still expensive flat-panel display sets. Sales structure by region in EUR million 2003 2002 +/– in% Germany 148.5 181.4 – 18 51.4 % 48.2 % (Percentage share of total sales) Benelux countries* 29.7 41.5 – 28 Italy** 17.8 31.0 – 43 Spain 25.6 28.0 –9 United Kingdom 10.1 13.4 – 25 France*** 7.7 11.0 – 30 Switzerland 6.2 8.0 – 23 Other European countries Europe (including Germany) 21.1 24.3 – 13 266.7 338.6 – 21 Australia 8.3 13.3 – 38 Russian Federation 6.1 10.8 – 44 U.S.**** 5.7 9.4 – 39 Other non-European countries 2.1 4.1 – 49 22.2 37.6 – 41 288.9 376.2 – 23 Countries outside Europe Total sales * Sales through Loewe Opta Benelux N.V./S.A. ** Sales through Loewe Italiana S.r.l. since April 2003 *** Sales through Loewe France S.A. since 2002 **** Sales through Loewe Opta, Inc. since 2002 2003 28 Management Report. Loewe AG Whether they’re used for tabletop or standalone units, the Loewe rack solutions allow for individual and sophisticated placement options. In Germany, Loewe’s most important market, sales revenue declined by 18 % to EUR 148.5 million. This is attributable both to the total TV market, which contracted by 7 %, as well as Loewe’s reduced market share. Outside of Germany, external distribution companies perform the sales, marketing and service of Loewe sets except in the Benelux countries, Italy, France and the U.S. In the latter countries, Company-owned subsidiaries perform this function. A subsidiary was also established in Austria as of January 2004. In 2003, Loewe Opta Benelux generated 28 % lower sales of EUR 29.7 million. In view of the growing total market, Loewe’s market share declined by 9 % to 5.9 %. To relieve the cost situation, the Company’s workforce was reduced from 44 persons as of December 31, 2002 to 38 persons as of December 31, 2003. Based on the costs directly attributable to this business, this activity generated a slightly positive contribution to earnings in 2003 as well. Since April 1, 2003, Loewe’s business in Italy has been under the aegis of Loewe Italiana S.r.l. On an annual basis, this company’s sales of EUR 17.8 million are 43 % less than the previous year’s figure. The Italian market did in fact grow by 15 % in 2003; however, a heavy share of this growth was attributable to the new flat-panel display sets. In addition, this company’s startup difficulties led to a decline of Loewe’s market share from 4 % to 2.5 %. At year-end 2003, the number of employees was only 8 because headquarters in Kronach performed most of the logistics and administrative functions. The central warehouse supplies customers in Italy directly. The transfer of business from the former distribution partner led to negative non-recurring factors of EUR 4.5 million, which weighed down the Italian business in 2003. French subsidiary is profitable The revenues of the sales company in France diminished by 30 % to EUR 7.7 million. The market share by value of flat-panel display products rose especially rapidly in France in 2003 and accounts for more than 25 % of the total television market. The company’s logistics are closely tied to headquarters in Kronach in order to supply the French customers directly from the central distribution warehouse in Germany. In the period under review, the company developed profitably. It employed 18 persons at year-end 2003. Loewe AG 29 2003 Business in the U.S. failed to meet our expectations in 2003 as well. The demand for high-end Loewe picture tube sets declined sharply and it was not possible to realize the planned increase in revenues. A large-screen and high-resolution plasma set from Loewe was not introduced to the U.S. market until September 2003. Due to software problems, the picture quality of the plasma set was initially unsatisfactory and optimization measures had to be taken later to improve it. The resulting delays caused us to significantly fall short of our sales targets. Sales revenues in the U.S. declined by 39 % from EUR 9.4 million to EUR 5.7 million in 2003. Furthermore, market price reductions for plasma units in the U.S. made it necessary for Loewe to reduce its sales prices. This price pressure, the sharp decline in sales revenues and the disadvantageous currency ratios produced a negative operating result in the U.S. business of roughly EUR 6 million. Loewe is taking the high loss as an occasion to review the future potentials of this activity. In the remaining countries, outside distribution partners market Loewe products. In Spain, the decline in sales was only 9 % since the demand for flat-panel display products is not yet as strong in this market. In all other countries, however, sales of Loewe products declined more sharply. As in the previous years, televisions represent roughly 85 % of total Loewe sales. DVD players, video recorders, stereo components and accessories round out the Loewe product line. Sales structure by product area in EUR million 2003 2002 +/– in% Televisions 245.5 318.5 – 23 DVD players 4.1 7.9 – 48 Video recorders 3.4 7.3 – 53 Stereo systems 4.4 6.9 – 36 31.5 35.6 – 12 288.9 376.2 – 23 Accessories and other revenues Total sales The overall decline in sales affects the product areas DVD devices, video recorders and stereo disproportionately severely. These devices are usually purchased in connection with a Loewe television as a part of high-end system solutions. Due to the disproportionate decline in sales of expensive picture tube sets, sales of such peripherals were also sharply down. Sales structure, televisons in EUR million 2003 2002 Picture tubes 222.9 304.9 LCD 10.8 4.8 Plasma 10.2 8.8 1.6 0.0 245.5 318.5 Rear projection Total sales, televisions U.S. business put to the test 2003 30 Management Report. Loewe AG Within the product group televisions, picture tube sets still accounted for 91 % of sales in 2003. Sales of the new display technologies were increased. The introduction of additional 15” and 20” LCD sets made it possible to more than double sales of LCD televisions to EUR 10.8 million. Sales of plasma sets grew less dynamically to EUR 10.2 million. As in the previous years, our plasma line consists of only one very high-end set, which appeals to only a small, affluent target group. Sales of projection sets relate to the Articos 55. Due to the late production start in mid-December it was possible to sell only a small number of the sets in 2003. DECLINE IN MANUFACTURING COSTS NOT IN LINE WITH DROP IN SALES REVENUES Manufacturing costs 2003 2002 +/– in% – 235.7 – 270.7 – 13 Costs as a percentage of sales – 81.6 % – 72.0 % Costs in EUR million Due to the sharp drop in sales, the manufacturing costs declined by EUR 35.0 million; however, they were up from 72.0 % to 81.6 % in relation to total sales. The primary causes for this development are lower sales prices of the Loewe products, a worsening of the product mix due to the higher proportion of standard sets and cost disadvantages resulting from unutilized production capacity. Furthermore, negative non-recurring factors amounting to EUR 6.6 million had an impact. The low procurement prices were only enough to compensate partly for this. SELLING EXPENSES UNCHANGED Selling expenses 2003 2002 +/– in% – 74.3 – 74.8 –1 Costs as a percentage of sales – 25.7 % – 19.9 % Costs in EUR million Selling expenses at previous year’s level The selling expenses were slightly under those of the previous year; however, they rose from 19.9 % to 25.7 % in relation to sales. The takeover of Italian sales by a companyowned subsidiary starting in April 2003 brought about an additional EUR 1.6 in selling expenses that are not included in the comparable figure for 2002. The costs for advertising were lower than those of the previous year by EUR 3.7 million, those for outgoing freight by EUR 1.1 million. This was offset by the warranty costs, which increased by EUR 3.2 million. In addition to a negative special factor in the amount of EUR 1.0 million, the increase is primarily due to higher field failures of picture tube sets and the extension of the warranty period to three years. Compared to 2002, the costs of the sales and marketing organization declined by EUR 1.5 million, due in particular to the personnel adjustment actions, which have already been implemented, and lower material costs. The other direct selling expenses are EUR 1.0 million higher than in the year before. Loewe AG 31 2003 SIGNIFICANTLY LOWER ADMINISTRATIVE EXPENSES Administrative expenses 2003 2002 +/– in% – 8.8 – 10.9 – 19 – 3.0 % – 2.9 % Costs in EUR million Costs as a percentage of sales The general administrative expenses were significantly lower than in 2002 primarily due to the restructuring measures already implemented. Of the EUR 2.1 million reduction, EUR 1.6 million was attributable to personnel costs and EUR 0.5 million to materials and service costs and depreciation/amortization. OTHER OPERATING INCOME REDUCED Other operating income 2003 2002 – 3.4 0.8 – 1.2 % 0.2 % Balance of operating income and expenses in EUR million Balance of operating income and expenses as a percentage of sales The balance of operating income and expenses and the income from affiliated companies was EUR 3.4 million compared to EUR 0.8 million in 2002. At EUR 8.4 million, the other operating income was only slightly below the previous year. The release of provisions no longer needed accounted for EUR 4.2 million (2002: EUR 3.2 million). The greatest share relates to provisions for disputed license fees of approximately EUR 3 million, with respect to which an agreement was arrived at in 2003. The other operating expenses rose by EUR 4.3 million to EUR 12.0 million. They include special factors of EUR 5.5 million and price losses of EUR 1.0 million, due especially to the price decline of the U.S. dollar. EBIT NEGATIVE EBIT 2003 EBIT in EUR million EBIT as a percentage of sales 2002 – 33.3 20.6 – 11.5 % 5.5 % The decline in earnings before interest and taxes is primarily due to the sales slump, the lower sales prices, the worsened product mix and the cost disadvantages resulting from the unutilized production capacity. Added to this were non-recurring factors of EUR 13.1 million. 2003 32 Management Report. Loewe AG INTEREST EXPENSES HIGHER Balance of interest expenses and income 2003 2002 +/– in% – 2.6 – 1.8 44 – 0.9 % – 0.5 % Balance of interest expenses and income in EUR million Balance of interest expenses and income as a percentage of sales Interest expenses increased from EUR 1.8 million to EUR 2.6 million because the higher capital needs were increasingly financed by borrowing. Moreover, the terms of interest worsened for Loewe during the year under review. TAX INCOME DUE TO DEFERRED TAXES Income taxes Taxes in EUR million Taxation ratio in % 2003 2002 6.2 – 7.6 17.3 % 40.4 % The tax income in 2003 are the result of capitalization of deferred tax claims amounting to EUR 13.0 million. They are offset almost exclusively by expenses amounting to EUR 6.8 in connection with the tax audit, which has still not been completed. NEGATIVE GROUP NET INCOME Group income Group net income in EUR million 2003 2002 – 29.7 10.9 – 10.3 % 2.9 % Group net income as a percentage of sales As a consequence of the operating loss and the impact on earnings of the still uncompleted tax audit, the Group net loss after minority interests amounts to EUR 29.7 million. Loewe AG 33 2003 CAPITAL EXPENDITURE SIGNIFICANTLY REDUCED Capital expenditure and depreciation/amortization in EUR million 2003 2002 Invest- Depre- Invest- Depre- ments ciation/ ments ciation/ amorti- amorti- zation Intangible assets zation 8.4 9.3 7.4 6.7 and equipment 12.3 15.9 18.7 14.2 Financial assets 0.1 0.0 0.1 0.0 20.8 25.2 26.2 20.9 Property, plant, Total Compared to the previous year, capital expenditure was down by EUR 5.4 million to EUR 20.8 million. We invested EUR 3.8 million in the construction of the new logistics center in Kronach in 2002. In the year under review, the cost-cutting measures initiated at the start of the year took hold, affecting all areas. Only in tools for new products did we invest roughly 40 % more than in the previous year. The intangible assets primarily include own capitalized in-house development services for products and technology platforms. New in July 2004: The large Xelos SL 37 with a high-resolution liquid crystal display in a modern cinema format offers a flicker-free and brilliant picture through the new MediaPlus HD technology at an attractive price/performance ratio. 2003 34 Management Report. Loewe AG The investments in property, plant and equipment primarily related to tools for new products at EUR 8.8 million and EUR 2.0 for streamlining investments and adaptations of the existing production facilities to the higher capacity requirement for flat-panel display units. At EUR 25.2 million, depreciation/amortization was 21 % above the previous year’s value. It includes extraordinary write-offs on tools for picture tube sets at EUR 1.6 million. BALANCE SHEET RATIOS WORSENED The high loss in 2003 reduced the shareholders’ equity of the Loewe Group to EUR 45.9 million. The shareholders’ equity including minority interests as of December 31, 2003 represents roughly 23 % of total assets. Despite the systematic minimization of working capital, liabilities increased by 34 % to EUR 70.0 million. Key figures, consolidated balance sheet in EUR million 2003 2002 +/– in% Non-current assets* 62.9 67.4 –7 Inventories* 46.0 54.6 – 16 Trade accounts receivable* 70.5 81.4 – 13 Other current assets* 21.1 8.3 154 0.0 0.1 200.5 211.8 –5 45.9 81.7 – 44 Assets of the discontinued division Total assets Shareholders’ equity including minority interests Provisions* 84.3 76.9 10 Liabilities* 70.3 52.6 34 0.0 0.6 200.5 211.8 –5 2003 2002 +/– in% 9.4 10.2 –8 and equipment 53.2 57.0 –7 Financial assets 0.3 0.2 50 62.9 67.4 –7 31.4 % 31.8 % Provisions and liabilities of the discontinued division Total liabilities * Home Media Systems division only NON-CURRENT ASSETS LOWER Non-current assets in EUR million Intangible assets Property, plant, Total non-current assets as a percentage of total assets Loewe AG 35 2003 The intangible assets primarily relate to development costs for new products to be reported in accordance with the International Accounting Standards (IAS). Property, plant, and equipment almost exclusively include land and buildings, the production facilities, and other machinery and office equipment located at the Company’s headquarters in Kronach. The decline by EUR 4.5 million is primarily attributable to extraordinary write-offs on tools for picture tube sets but also to the reduced capital expenditure. INVENTORIES OF FINISHED GOODS IN PARTICULAR SIGNIFICANTLY REDUCED Inventories in EUR million 2003 2002 +/– in% 16.4 15.5 6 merchandise 29.6 39.1 – 24 Total inventories 46.0 54.6 – 16 22.9 % 25.8 % Raw materials and supplies and work in progress (factory inventories) Finished goods and as a percentage of total assets The 16 % decline in inventories to EUR 46.0 million results from the reduction of inventories of finished goods and special write-downs of EUR 1.5 million on factory inventories and EUR 4.2 million on finished goods. The factory inventories are excessive because short-term production cutbacks at year-end could not be adequately compensated by reduced deliveries of materials. Finished goods by product group in EUR million 2003 2002 +/– in% Televisions 16.7 26.0 – 36 DVD players 0.9 0.7 29 Video recorders 0.6 0.5 20 Stereo systems 3.2 3.1 3 8.2 8.8 –7 29.6 39.1 – 24 Accessories and other inventories Total inventories of finished goods and merchandise 2003 36 Management Report. Loewe AG The decline in the finished goods inventory primarily concerns televisions that were reduced by 36 % to EUR 16.7 million. Finished goods by company in EUR million 2003 2002 +/– in% Loewe Opta GmbH 24.0 32.2 – 25 – 19 Loewe Opta Benelux N.V./S.A. 2.5 3.1 Loewe France S.A. 0.0 0.1 Loewe Italiana S.r.l. 1.1 0.0 Loewe Opta, Inc. 2.0 3.7 – 46 29.6 39.1 – 24 Total inventories of finished goods and merchandise Inventories in Germany were reduced by 25 % in 2003 and are at a level appropriate to the lower business volume. With a view to the rapid price drop in the American market, significant write-downs were taken on finished goods located in the U.S. The finished goods inventories in the U.S. declined by almost 50 % to EUR 2.0 million. Overall, the average inventory range for finished goods is 1.2 months. In the present situation, this represents the target value. New in September 2004: More than just flat. The new Spheros 32 LCD television includes an integrated hard disk and a photo viewer as standard features. Loewe AG 37 2003 LOWER RECEIVABLES DUE TO DECLINE IN SALES AND FACTORING Trade accounts receivable in EUR million 2003 2002 Loewe Opta GmbH 53.0 71.3 – 26 3.9 5.3 – 26 – 25 Loewe Opta Benelux N.V./S.A. +/– in% Loewe France S.A. 2.4 3.2 Loewe Italiana S.r.l. 9.7 0.0 Loewe Opta, Inc. 1.5 1.6 –6 70.5 81.4 – 13 35.2 % 38.4 % Total trade accounts receivable as a percentage of total assets Year on year, the trade receivables declined by 13 % to EUR 70.5 million. It should be noted that factoring of accounts receivable at yearend 2003 reduced the debtor portfolio by EUR 14.0 million. On the other hand, the increase in Italy resulted from the transfer of sales to the Loewe-owned subsidiary. Adjusted for the effect of factoring and the transfer of sales in Italy, the average payment period increased from 78 to 93 days because longer times for payment were allowed on a selective basis to promote sales. OTHER CURRENT ASSETS UP DUE TO DEFERRED TAX ASSETS Other current assets in EUR million 2003 2002 Other short-term receivables 3.0 4.5 – 33 Cash and cash equivalents 2.9 3.7 – 22 Deferred tax assets 15.2 0.1 Total other current assets 21.1 8.3 10.5 % 3.9 % as a percentage of total assets +/– in% 154 Other short-term receivables were significantly higher than in the previous year due to the EUR 15.1 million increase in deferred tax assets. 2003 38 Management Report. Loewe AG LOSSES REDUCE EQUITY BASE Shareholders’ equity was reduced by the net loss of EUR 29.7 million and the dividend of EUR 6.1 million paid for financial year 2002 in June 2003. The equity ratio declined from 38.6 % to 22.5 %. Shareholders’ equity including minority interests in EUR million 2003 2002 +/– in% Shareholders’ equity 44.7 80.5 – 44 1.2 1.2 0 including minority interests 45.9 81.7 – 44 as a percentage of total assets 22.9 % 38.6 % Minority interests Shareholders’ equity Minority interests relate to a 1 % minority stake in Loewe Opta GmbH, a 10 % minority stake in Loewe Opta Benelux N.V./S.A. and a 25 % minority stake in Loewe France S.A. HIGHER PROVISIONS NECESSARY Provisions in EUR million 2003 2002 +/– in% Pension provisions 27.1 28.2 –4 9.0 1.0 Other provisions 48.2 47.7 1 Total provisions 84.3 76.9 10 42.0 % 36.3 % Tax provisions as a percentage of total assets The decline in pension provisions primarily relates to a payment to Loewe Unterstützungskasse e.V., which is not to be consolidated. The increase in tax provisions primarily resulted from the risk provision for the still uncompleted tax audit for the years 1996 to 2000. Other provisions in EUR million 2003 2002 +/– in% Annual sales compensation 15.5 16.1 –4 9.0 8.4 7 Cost of warranties Personnel costs 9.7 9.9 –2 License expenses 2.0 4.3 – 53 Other 12.0 9.0 33 Total other provisions 48.2 47.7 1 24.0 % 22.5 % as a percentage of total assets Loewe AG 39 2003 The need for provisions for bonus payments to retail partners dropped due to the decline in sales and unattained sales targets. Higher provisions for warranty costs result from the extension of the warranty period granted in 2003 and planned upgrading of Loewe televisions, which is to be carried out by factory-authorized workshops. The provisions for disputed infringements of industrial property rights are also lower because it was possible to conclude agreements concerning disputed industrial property rights payments in the year under review. LIABILITIES INCREASE DUE TO HIGHER BANK LOANS Liabilities in EUR million 2003 2002 +/– in% Long-term bank loans 10.0 3.4 194 Short-term bank loans 21.3 10.6 101 0.9 0.9 0 Short-term portions of long-term bank loans Loan from Loewe Opta Unterstützungskasse 8.9 5.9 51 Subtotal 41.1 20.8 98 Trade accounts payable 21.7 26.3 – 17 7.5 5.5 36 70.3 52.6 34 35.1 % 24.8 % Additional short-term liabilities Total liabilities as a percentage of total assets Short-term and long-term amounts owed to banks increased from EUR 14.9 million to EUR 32.2 million. At yearend 2003, the short-term lines were EUR 33.9 million and their utilization was 63 %. They were thus far unsecured and granted on a short-term basis. Loewe’s worsened general economic conditions made it necessary to enter into new financing agreements with the primary lenders. The existing lines were extended to February 28, 2005 and were increased by up to EUR 10.0 million to cover seasonal peak periods in November and December 2004. In early 2004, extensive security was provided under a security pooling arrangement to the benefit of the lenders involved. The noticeable decrease in trade accounts payable is reflected in the reduced production and purchasing volume in the final months of 2003. 2003 40 Management Report. Loewe AG LOSSES PUT PRESSURE ON CASH FLOW In 2003, a negative free cash flow in the amount of EUR 15.0 million was reported. The primary causes were the high operating losses and capital expenditure of EUR 20.6 million. A reduction in net current assets of EUR 17.6 million partially compensated for this. Significant key figures of the consolidated cash flow statement in EUR million 2003 2002 Net cash before changes in net current assets* – 11.4 31.5 17.6 – 12.4 – 20.6 – 26.1 – 14.4 – 7.0 discontinued division – 0.6 5.7 Total free cash flow – 15.0 – 1.3 Change in net current assets* Net cash used by investing activities* Free cash flow of Home Media Systems division Free cash flow of the * Home Media Systems division only The reduction in net current assets primarily relates to inventories, which were down by EUR 8.6 million, and trade receivables, which decreased by EUR 10.9 million. Net current assets in EUR million 2003 2002 Inventories 46.0 54.6 – 8.6 Trade accounts receivable 70.5 81.4 – 10.9 – 0.2 Other assets* +/– in% 2.8 3.0 Trade accounts payable – 21.7 – 26.3 4.6 Other provisions – 48.2 – 47.7 – 0.5 Other short-term liabilities – 7.5 – 5.5 – 2.0 Total net current assets 41.9 59.5 – 17.6 * excluding income taxes The negative free cash flow of EUR 15.0 million and the dividend of EUR 6.1 million paid in 2003 were financed by short-term and long-term borrowing. Loewe AG 41 2003 Loewe Mimo 20: Extremely flat design object offering versatile placement variants and exchangeable front panels available in Cayenne Red and Ocean Blue. CLOSURE OF THE TELECOMMUNICATIONS DIVISION COMPLETED IN 2003 The closure of the Telecommunications division no longer impacted the 2003 financial year. The following table shows the significant year on year figures: Key figures of the discontinued division in EUR million 2003 2002 Sales 0.0 9.4 EBIT 0.0 0.0 Net income 0.0 0.0 Capital expenditure 0.0 0.2 0 11 Employees (annual average) 2003 42 Management Report. Loewe AG Perfect home cinema system: The Nemos 32 on Nemos Rack with Auro DVD preceiver, View Vision video recorder, and Tremo subwoofer satellite system. NUMBER OF EMPLOYEES SLIGHTLY DOWN In 2003, Loewe employed an average of 1,245 persons, the largest number of them at Company headquarters in Kronach. The average number of persons is only slightly below the comparable figure for 2002. This is due to the fact that the personnel measures are being implemented gradually. As of the balance sheet date of December 31, 2003, the active workforce (excluding trainees, persons permanently absent and part-time retirees) was already lower than in the year before by 50 persons. In the first half of 2004, the personnel adjustments started in the year under review will have a greater impact by affecting 190 persons. In production, the number of employees was reduced by 4 % on an annual average. The reduced hours and the short-time work introduced in December 2003 reduce personnel costs. Employees by division Annual average 2003 2002 +/– in% Marketing, sales, service, quality 320 320 0 Development 141 137 3 Production 499 520 –4 Administration and services 137 141 –3 94 91 3 54 41 32 1,245 1,250 Trainees Other (permanently absent, part-time retirement) Total employees Loewe AG 43 2003 The new sales company in Italy raised the workforce in the foreign subsidiaries. The average number of employees in the U.S. increased because the target workforce based on the build-up phase in the first half of 2002 had not been reached. Employees by country Annual average 2003 2002 Germany +/– in% 1,166 1,173 –1 Benelux countries 40 45 – 11 France 20 19 5 Italy 4 0 0 USA 15 13 15 1,245 1,250 Total employees The flexible and requirements-oriented adjustment of personnel structures was a focus of personnel work in 2003. In addition to making the year’s work schedule variable, we Adjustment of personnel structures also made use of the possibilities for safeguarding employment in production under the collective bargaining agreement. In this regard, we reduced the work week from 35 hours to 29 hours. In the second half, short-time work was introduced to supplement these measures. This was accompanied by negotiations concerning a reconciliation of interests and a social compensation plan, which were successfully brought to a conclusion. The stage is now set for a further systematic reorientation of the Company in the area of personnel. Loewe attaches great importance to occupational training for young people. Accord- Loewe’s vocational ingly, approximately 8 % of our employees are trainees. Of this total, roughly 57 % are train- training is known for ing for technical careers and 43 % for careers in administration. Loewe is well known in quality the region for the quality of its training programs for students and is recognized as a very attractive employer. More than 50 % of the graduates regularly obtain good to very good grades in examinations. The year 2003 demanded a special degree of dedication, ability, and flexibility from our employees. The Executive Board wishes to thank all of the employees and the works councils for their exemplary commitment to Loewe’s interests. 2003 44 Management Report. Loewe AG ENVIRONMENTAL ORIENTATION SOLIDLY ROOTED Loewe attaches great Loewe’s goal is to go beyond compliance with the legal environmental regulations to continu- importance to environ- ously reduce the environmental impact of all Company activities. For that reason, we demand mental awareness and support environmental awareness and personal responsibility of our employees. Loewe is prepared to implement the EU Waste Electronic and Electrical Equipment Directive and is collaborating with the appropriate committees of the German Electrical and Electronic Manufacturers’ Association (ZVEI). One result of the association’s activities was the establishment of the project company “Waste Electrical Equipment Register” (EAR). Loewe intends to meet the requirement of the European Waste Electronic and Electrical Equipment Directive to take back all products sold and offered for sale after mid-2005 free of charge under the framework of a manufacturers’ consortium. The waste avoidance concept provides for the early involvement of suppliers in selecting suitable packaging materials. The use of reusable packaging with appropriate removal is always a priority. Our efforts to bring technically high quality and environmentally safe products to the market led to an important milestone in 2003. The RC2 remote control unit was the first Loewe component to go into mass production that is soldered without lead and whose circuit board is free from halogen-containing flame retardants. SHAREHOLDERS’ MEETING ON JUNE 25, 2003 Shareholders’ Meeting At the Shareholders’ Meeting of Loewe AG held on June 25, 2003, all items on the agenda concurs with proposals were adopted with only a few opposing votes. The approximately 300 shareholders present by management represented roughly 50 % of the subscribed capital. In place of Guido Alt who resigned from the Supervisory Board, the shareholders elected Dr. Gerhard Heinrich, a management consultant from Frankfurt, to the board. No counterproposals or actions in rescission were raised to the resolutions of the Shareholders’ Meeting. The next Shareholders’ Meeting of Loewe AG will take place on June 23, 2004 – again in the Forum Hotel in Munich. RISKS OF FUTURE DEVELOPMENT FURTHER DEVELOPMENT OF RISK MANAGEMENT AT LOEWE Risk management is an integral part of the processes and structures at Loewe and the companies in the Group. Risks are identified and evaluated with the goal of making risks manageable through suitable actions. An essential prerequisite for this is consistent awareness of risks in all divisions. Upgrading of risk management The risk management system was further optimized in 2003. The standardization of clearly defined risk areas and fields leads to a transparent risk management structure to which the various single risks can be assigned. We created an IT integration to make it possible for the persons responsible for risks to process the single risks decentrally and make central reporting available. The single risks are of a quantitative or qualitative nature depending on the degree of possibilities for identification and evaluation. With respect to quantitative risks, a monetary loss is determined in the form of the gross risk. By evaluating the safeguards to be applied and assigning probabilities of occurrence, it is possible to consider all cost and benefit elements of the remaining net risks. Despite such measures, it is difficult to assess future developments in a phase of market upheaval. The most significant single risks are described below. Loewe AG 45 2003 PRICE EROSION FOR PICTURE TUBE SETS EXCEEDS COST-CUTTING POTENTIALS The increasing substitution of conventional picture tube televisions by flat-panel display sets is bringing about a declining market for high-end picture tube sets in Europe. Over the long term, this category of sets will be exclusively in the low price segment because customers will be increasingly less willing to pay a price premium for high-end picture tube sets. The Loewe business model is designed to obtain a price premium with exceptionally well-featured and customized products, making it possible for a comparatively small manufacturer to compensate for its cost disadvantages in procurement and production. As a consequence of the described market development for picture tube sets and the resulting drop in production volume, there is the risk that Loewe may no longer be profitable in the segment of picture tube televisions. For Loewe, it is therefore critical to exhaust the sales potentials to the best extent possible while securing a reduced premium positioning in picture tube sets. The employment of resources for this product category will be reduced to a necessary minimum. There will be no more product launches of picture tube televisions. The number Focus on flat-panel display sets of products and models will be reduced to be able to produce higher numbers of units per product family and thus improve the cost structure. All cost elements not honored by the customer should be eliminated while ensuring that Loewe products retain their premium character. POSITIONING OF A COMPETITIVE FLAT-PANEL DISPLAY LINE The market for televisions with flat-panel displays is characterized by dynamic growth with high competitive pressure. In addition to the existing competitors, who have already in part converted their product lines more heavily to flat-panel displays, new competitors are crowding into the segment. With a market share of less than 2 %, Loewe has thus far participated in this important growth segment to a disproportionately low degree and compared to picture tube sets, has attained an unsatisfactory market position. The challenges for Loewe lie in the fact that product life cycles for flat-panel display sets are significantly shorter than for conventional picture tube sets. In contrast, the product development process does not differ significantly with respect to throughput time. Furthermore, the cost structure for flat-panel display sets is less favorable for Loewe due to the lower vertical integration with simultaneously higher material costs for the displays. This could lead to production capacity utilization problems if the decline in production volume for picture tube sets should exceed the increase for flat-panel display units. Moreover, the short life cycles and the high competitive pressure in this market will lead to a rapid drop in prices and will thus make it more difficult to market Loewe sets with stable pricing. Loewe is counteracting these risks by developing and introducing a broader product range of flat-panel display sets. In doing so, a critical focus is on the implementation of product concepts for shorter life cycles in connection with an optimized product development process that takes into account the fast-moving market developments. Furthermore, the existing production capacities should be better utilized through contract manufacturing of electronic modules for third-party companies. The implementation and success of these measures requires close operating cooperation with strategic partners who occupy a leading position in the manufacture of flat-panel displays. Increased cooperation with strategic partners 2003 46 Management Report. Loewe AG PREMIUM POSITIONING WILL ONLY BE POSSIBLE WHEN THE FLAT-PANEL DISPLAY MARKET MATURES The emphasis is still on The dynamic market growth in flat-panel display sets is presently still highly concentrated on price in the flat-panel sets marketed with aggressive pricing, whose features and intrinsic value tend to be low. Even display market typical premium customers buy such sets because flatness is perceived as the most important product characteristic. It outshines all other product characteristics such as picture quality, ease of use and features. As the flat-panel market matures, these criteria that permitted Loewe to distinguish itself clearly from the competition in the mature picture tube market will again gain in importance. In the meantime, there exists a risk for Loewe that the target segment of well featured and high-end flat-panel display sets will have comparatively little market significance and consequently the sales potential for Loewe could be limited. In addition to safeguarding the premium character of Loewe products, Loewe will therefore have to concentrate more strongly on the marketing of flat-panel display units. Such sets generate a lower price premium than was the case with the more sharply differentiated picture tube sets in a mature market environment. Also in the flat-panel display environment, design will be an important differentiating and positioning criterion in relation to products of the competition. In this connection, individual design possibilities resulting from flexibility and modularization will become increasingly important even in the external appearance of the products. The modular upgradability of Loewe products for integrated Internet use and hard disk recording, for example, and the flexible connection of digital devices such as PCs, digital cameras, etc. will provide the customer individual and customized solutions. Scalability in performance and costs will thus have a high priority. MASTERY OF THE RELEVANT TECHNOLOGIES Premium positioning in flat-panel display sets requires that objectifiable competitive advantages are present in significant product characteristics such as picture and sound quality, ease of use or system capability. Technology positions For Loewe, many technology positions that were relevant to picture tube sets can transferred to flat-panel be transferred to flat-panel display units. With respect to picture quality, its optimization display units is necessary as is close cooperation with the display suppliers who are exclusively based in the Far East. With regard to the use of digital platforms from the computer segment, Loewe is concentrating on the development of a powerful application. At the same time, an attempt is being made to use the existing contacts with institutes, universities and research institutions of significant companies more intensively and also expand them. PROCUREMENT CONDITIONS AND AVAILABILITY OF MATERIALS The presently declining production and purchasing volume of Loewe may negatively impact the purchasing conditions. Presently, suppliers have a limited availability of flat-panel displays. This situation could be followed by a phase of oversupply and thus lead to strong price volatility. These conditions could negatively affect the procurement conditions and the availability of materials in the future. Concentration on key suppliers Loewe counteracts these problems by systematically bundling volume with key suppliers, reducing the numbers of products and models, refining electronic procurement systems to reduce suppliers’ processing costs and qualifying alternative components and suppliers. The expansion of existing cooperative agreements for purchasing and the continuous coordination of volume demand directly with the supplier companies and their partner organizations is also of great importance. Loewe AG 47 2003 PRODUCT QUALITY AND LIABILITY For premium providers in particular, a high standard of reliability and product quality is critical. It has become more difficult to achieve high quality goals in recent years because measures to increase performance led to greater stress on the components used and greater complexity sharply increased the fault potential in the device software. Despite systematic quality assurance measures, field failures in picture tube sets have increased in recent years. Generally, the chief causes relate to the picture tubes or displays used, line output transformers or the soldering. Furthermore, the greater share of purchased materials or parts can be expected to result in an even greater dependence on key suppliers in the future. In order to counteract these problems, Loewe has for years taken extensive measures intended to ensure the quality of the products in production and in the market. For example, as part of formal evaluations, intensive tests are performed in the pilot production series. In this way, possibilities for early countermeasures can be created and consequential errors can be avoided. In software, fully operational standard components are increasingly replacing of individual solutions. For an optimum interaction with the hardware, synchronization points are defined and analyzed in the hardware-software development. Moreover, a standardized supplier evaluation is performed according to specific and clearly defined quality criteria for the best possible quality of the supplier material. The basis of this evaluation is intensive supplier support in the sense of product/system audits and onsite acceptance inspections at the supplier’s premises. The Xelos SL has a striking and clear design. With purist appearance and model variety the Xelos SL blends into nearly any living environment. Increased field failures in picture tube sets 2003 48 Management Report. Loewe AG ADDITIONAL FOREIGN COMPANIES Loewe’s goal is to create an important foundation for positive corporate development by expanding into European and additional international markets. With the exception of the Benelux countries, Italy, France, Austria and the U.S., foreign sales are under the aegis of independent distribution companies. In countries where no suitable distributors are available, Loewe will service the market through its own sales companies. The advantage of higher sales revenues through eliminating a marketing stage is offset by additional fixed costs of the sales organization. Centralized administrative functions To limit this risk, costly decentralized warehousing is avoided by supplying the customers in Italy and Austria directly. Essential administrative functions are centrally located in Germany. In the case of the U.S. subsidiary, such streamlining measures are possible only to a limited degree. Moreover, the products for the North American market require a separate technology platform, which is connected with high development investments. If the market acceptance of the newly introduced projection sets do not meet expectations, it will be necessary to decide if the U.S. business is feasible in the long run. GREATER BORROWING REQUIREMENTS Financing needs The significantly increased borrowing requirements were secured until February 28, 2005 secured through loan agreements with the principal bankers and other lenders to the extent that Loewe’s financing is assured even under a very unsatisfactory scenario. The essential condition for this estimation is that the new flat-panel display units will be introduced on schedule and will be accepted by consumers. OTHER RISKS Despite its international focus, the currency risk is moderate for Loewe since the greatest share of foreign sales is billed in euros. Risks exist only in the U.S. business due to the fact that sales are conducted in U.S. dollars and from the increasing purchasing volume of flatpanel displays that must be paid in Japanese yen. These currency risks are partially counteracted through the use of derivative instruments. With their competence, employees in key positions create the basis for economic success. In the current restructuring phase characterized by, among other things, measures to reduce personnel, the retention of these employees is of particular significance. To this end, Loewe relies on open information concerning the development of its operations, close involvement in decisions and on the implementation of the restructuring program. EVENTS AFTER THE END OF THE FINANCIAL YEAR On February 16, 2004, the principal bankers and other lenders of Loewe agreed on a financing concept to run until February 28, 2005. It involves an extension of the previously committed credit lines of EUR 33.9 million and their increase by up to EUR 10.0 million to cover seasonal peaks in November and December 2004. Even under a very unsatisfactory scenario, this financing limit appears adequate to secure Loewe’s financial stability. In return, Loewe has agreed to transfer significant collateral to the banks. Loewe AG 49 2003 OUTLOOK The overall economic conditions should improve slightly in 2004. The anticipated economic growth of approximately 2 % in the euro area may primarily be supported by stronger domestic demand and higher capital equipment spending since the upvaluation of the euro presumably will lower export opportunities. Positive stimuli are expected from the continued low interest rates and the rate of inflation, which is expected to decrease slightly. In 2004, the unemployment rate in the euro area will persist at a high level of almost 9 %. The consumer electronics market should develop similar to the overall economy in the current financial year. Slight growth is expected in Europe. Germany’s contribution to this growth will be below average. In the television segment, which is of critical importance to Loewe, the substitution process in the direction of flat-panel display sets should intensify and consequently lead to high growth rates as in the previous year. Sales in the still dominant market segment of television sets with picture tubes will diminish further. The impact of this on the high-end and high-priced picture tube segment will be especially severe. Starting in 2004, Loewe plans to launch only but flat-panel display sets on the mar- Market position in ket. A 32” and a 37” LCD-based set will be added to the Spheros product family. Together flat-panel displays to with the already introduced 20” and 42” sets, Loewe offers a broad line in the premium seg- be expanded ment. In addition, the Xelos SL family will be positioned in the mid-range segment to participate more strongly in the dynamic market growth with attractively priced flat-panel display sets. Building on the 20” set introduced late last year, sets in the sizes 26”, 32”, and 37” and others will follow in 2004. These sets will be equipped with the most advanced panel generation and occupy a top position in terms of quality. Through the expansion of the product line with flat-panel display sets, such sets should account for more than 50 % of sales as early as the fourth quarter. Loewe also expects sales stimuli from the Articos 55 projection unit, which was introduced in late 2003. Its market success will be critical, especially for the further business development in the U.S. Furthermore, the market acceptance of the already introduced highresolution Spheros 42 flat-panel display set must be improved in order to achieve the sales targets in the U.S. Should these targets not be met in 2004, a decision will have to be made whether to continue Loewe’s activities in the U.S. After transferring sales in Italy to a Company-owned subsidiary in 2003, definite sales growth should be possible in Italy in the current financial year. For Austria, we expect a seamless takeover of sales activities by the new subsidiary and accordingly a similarly positive development of sales. In Germany, significantly higher sales of flat-panel display sets in 2004 should compensate for the declining sales of conventional televisions. Only in Australia are noticeably lower sales expected because the local distribution partner started the year with excess inventories. 2003 50 Management Report. Loewe AG Despite all measures to increase the numbers of units sold, the business volume in 2004 will not reach the sales level of 2001 and 2002. Significant cost relief can be expected in 2004 because non-recurring factors of roughly EUR 13 million in 2003 will be eliminated and additional savings of organizational costs of approximately EUR 10 million are planned. Loewe will further reduce capital expenditure in 2004 and concentrate for the most part on tools for new products. All other investments will be limited to a necessary minimum. The number of employees will drop once more in 2004. In addition to the implementation of the workforce reduction measures adopted in 2003, it cannot be ruled out that a further reduction will be necessary if Loewe’s economic prospects deteriorate. In 2003, the liquidity requirements were up sharply and they were mainly covered by higher bank loans and factoring. Based on present knowledge, the financing volume in 2004 is adequate to pay all financial obligations on time, even if Loewe’s economic development turns out to be very unsatisfactory. As a whole, after the extremely difficult 2003 financial year, we expect sales to stabilize with long-lasting cost relief. Nonetheless, it will not be possible to achieve a breakeven operating result in 2004. Kronach, March 16, 2004 The Executive Board Dr. R. Hecker Dr. B. Bamberger G. Schaas Loewe AG 51 2003 THE ULTIMATE PURPOSE OF SCIENCE IS TRUTH, 2003 52 Initiatives with Future. Loewe AG Loewe AG 53 2003 WHILE THE ULTIMATE PURPOSE OF THE ARTS IS ENTERTAINMENT. GOTTHOLD EPHRAIM LESSING Ideals unite the best of several worlds. Compromises are forgotten; contradictions dissolve. In order to create true pleasure, Loewe counts on its ability to look at the whole picture. We combine well thought out technology with experienceable design. The Xelos is such an example. The future-proof technology of the equipment guarantees perfect image and sound enjoyment. Clear forms and classic elegance provide long-lasting fascination. P. 54 Brand mission creates profile P. 57 Focus on flat-panel displays P. 61 Expansion of international distribution P. 62 Technologies with future 2003 54 Initiatives with Future. Loewe AG INITIATIVES WITH FUTURE IFA: SUCCESSFUL TRADE SHOW APPEARANCE UNDERSCORES TECHNOLOGY AND DESIGN COMPETENCE INTERNATIONALISM: FOREIGN SUBSIDIARIES ENSURE IMPLEMENTATION OF TRIED AND PROVEN SALES AND MARKETING STRATEGY PRODUCTS: FOCUS ON FLAT-PANEL DISPLAY UNITS AND CONSOLIDATION IN PICTURE TUBE TELEVISIONS BRAND MISSION CREATES PROFILE Sharper brand image Brands provide orientation and give consumers confidence. They create added value, make for a new future quality experienceable, and last but not least profile a company’s products. With these considerations in mind, the Executive Board has been concentrating very intensively on the strategic realignment of Loewe since mid-2003. The goal is to strengthen the Company’s position in national and international competition. The changing market conditions and the paradigm shift to flat-panel display technologies are important underlying conditions that need to be taken into consideration. In keeping with current developments, we are now working on a new brand mission. This mission will make Loewe both distinctive and credible and above all will enhance the competitiveness and attractiveness of our brand. It essentially determines the future product range alignment and communication strategy. This approach will allow Loewe to successfully position itself and set itself apart from the competition. The first steps of the realignment have been initiated and are currently being actively implemented. COMMUNICATION HIGHLIGHTS Targeted market Spring 2003 saw the international market launch of Loewe Mimo, an unusual, delightfully strategies different product line. Young, individual, and versatile, it’s a new TV for a new target group. We launched a large-scale campaign with the product claim “Be different.” It encompassed image motifs in the popular press and mailings to end consumers. For dealers, we connected the second placement with a PoS competition where dealers could win a drivers training session with BMW or Mini. In summer 2003, Loewe joined forces with Premiere to create an exclusive marketing package containing a variety of aspects. In addition to classic elements such as a brochure and mailing, it also included editorial advertisements and a microsite at loewe.de. The central focus is on our digital TV upgrade kits. In this segment, Loewe offers a technology advantage that gives end consumers a full range of choices. Analog and digital TV as well as radio via satellite can be integrated in a TV set. Loewe AG 55 2003 The ideal second set for the kitchen or bedroom. The Xelos SL 20 in 4:3 format is highly versatile due to its compact form and integrated FM tuner for radio reception. In fall 2003, Loewe started the season by supporting dealerships with a comprehensive campaign. Customized campaigns promoted the announcement of product launches in the fields of projection TVs and plasma, LCD, and CRT technology. In our communication efforts, we presented Digital RecordingPlus as a new added benefit. THE BEST FROM 80 YEARS OF INNOVATION Eighty years of Loewe, eighty years of competence. To celebrate the Company’s birthday, we 80 years of technical launched a campaign titled “The Best from 80 Years of Innovation” in November. Instead knowledge for of looking back, we look to the future. The campaign advertises Loewe’s innovative television innovative solutions generation based on plasma, projection, and LCD technology. To boost the Christmas business, we also defined specially priced product packages. The packages accompanied the presentation of the new technologies with the targeted promotion of picture tube television sales. The core message was the perfection of products that are coordinated with each other in design and technology. In order to actively involve dealers, we adapted our campaign advertisements for the Christmas business for daily papers. By doing so, Loewe supported dealers’ sales on a regional level. MORE LOEWE AT THE IFA At the IFA international consumer electronics fair in Berlin, Loewe presented itself in a highly The IFA international emotional, attention-grabbing setting. Under the motto “More Loewe,” four core subject consumer electronics fair areas demonstrated the added value people can expect from Loewe. was the focal point More quality. it was anticipated to be More possibilities. More intelligence. More experience. 2003 56 Initiatives with Future. Loewe AG The experience lounges made the Loewe booth the most attractive stand at the IFA for many visitors. The unusual design of the trade show booth echoed the overarching theme architectonically and effectively called attention to our new products. Openness and transparency, coupled with detailed product information, dominated the booth’s communication principle. A special light installation underscored the intention of the booth concept. Various experience lounges conveyed our innovativeness to the visitors and introduced them to Loewe’s intelligently integrated solutions and design competence. The thematic highlight was Loewe flat TV, prominently displayed on a floating monolithic beam. Free-hanging, ring-shaped lamps and large, semi-transparent banners focused the attention on this product. The well thought out presentation clearly set our trade show appearance apart from the competition and memorably conveyed the added value of Loewe. The exceptionally positive response of the media and the bestowal of the iF design award underscored the special class of our exhibition concept. LOEWE DESIGN SETS STANDARDS The booth at the IFA fair is not our only prizewinner. Last year, several Loewe products were once again awarded the iF seal of approval for excellent industrial design: The Mimo 15, Mimo 28, and Articos 55 televisions, the Xemix 8122 DA DVD player, and the Tremo subwoofer satellite system. Our products have always captivated consumers with their timeless, precise, and elegant forms. They retain their appeal for a long time. To date, this quality has garnered Loewe more than 140 design prizes on a national and international level. Loewe design The iF design award is conferred by the Industrie Forum Hannover to pay tribute to competence wins design excellence. The prize is awarded by an international, high-ranking jury. In the course of new awards the past 50 years, the well-established award has therefore become one of the most coveted design prizes for companies and designers. Last year, 735 participants from 32 countries competed for this special recognition with 1,630 submissions. In this highly-qualified competitive environment, Loewe was able to successfully reach the leading position. Loewe AG 57 2003 The Spheros 42 received one of the most important design prizes in the world, the GOOD DESIGNTM Award. By conferring the award, the Museum of Architecture and Design in Chicago paid tribute to the excellent design of this super flat plasma TV. The design for the Spheros was developed by Phoenix Design of Stuttgart. PROCOLLEGE EXPANDS NUMBER OF PARTICIPANTS ProCollege, our central training facility for retail employees, forms the stable basis for our trusting, longstanding qualification partnership with the trade. The emphasis of the seminar programs is on retail marketing, product marketing, and technology. The conception, coordination, and training of the product and technology-oriented contents are handled exclusively by Loewe employees. External specialists contribute their knowledge to seminars on retail marketing issues. Last year, ProCollege recorded a growing number of participants. In a survey on dealer satisfaction conducted by a major German consumer research institution in 2003, electronics retailers gave ProCollege the best score in the industry. CUSTOMER CARE CENTER AS AN INTEGRAL PART OF THE MARKETING STRATEGY The Customer Care Center established by Loewe in 2002 was able to continue its excellent Customer Care Center performance in the second year of its existence. Due to its rising resonance with end con- strengthens customer sumers as well as with retail it has become an indispensable part of Loewe’s marketing strate- loyalty gy and the most important instrument for establishing customer loyalty. Our extensive services for end customers were further expanded in 2003. The center combines mail order, dealer directories, user support, and returns and complaint management in a central office. Loewe deliberately works with its own employees who are well prepared for their responsibilities. As an important market information source, the employees also share their expertise with internal departments such as product marketing, customer service, and quality control. TECHNICAL SUPPORT USES INTERNATIONAL SERVICE CONCEPTS In 2003, Technical Support concentrated on the introduction of international service concepts. We centralized our spare parts department for the first European Loewe subsidiaries in Kronach while major aspects of the spare parts logistics were outsourced to an external partner. The remainder of the spare parts logistics were also outsourced in early 2004. A number of surveys rated our customer service activities very favorably in 2003. In the various evaluation categories, Loewe consistently came in at the lead. Loewe’s three-year guarantee did especially well. FOCUS ON FLAT-PANEL DISPLAYS In addition to the last market introduction to complete the range of picture tube sets, impor- New standards tant milestones in 2003 included the development of new flat-panel display products and for design and the IFA international consumer electronics fair. The new Spheros 42 plasma TV features an multifunctionality innovative display, improved technology, and a fascinating design. Its high-resolution display offers optimum image quality and a 106-centimeter screen diagonal. In technology and design, the Spheros 42 fits in with the Loewe system line. A variety of different placement options allow the set to blend into any living environment. In connection with the Concertos loudspeaker system and the unusual Certos CD/DVD unit, it creates an exclusive home cinema system capable of meeting the most demanding standards. 2003 58 Initiatives with Future. Loewe AG Concertos satellite speakers: The design is typical for Loewe; the technology was developed and produced by Loewe and Bose. Experience Loewe sound by Bose. The modular concept of the Loewe system enables every customer to fulfill their individual technical desires. The TV-Online upgrade kit turns the Spheros 42 into a Web surfing machine and multimedia center. This combination is unique in the market and effectively demonstrates Loewe’s technological leadership. In cooperation with the home automation manufacturer Gira, Loewe developed trendsetting solutions for the networked home. In connection with Gira’s Home Server 2, Spheros 42 becomes the master control center for an intelligent home. In the LCD sector, two additional products were added to the Spheros 20 to expand the product range of units with screen sizes up to 20”. As the first LCD unit in the Mimo family, we introduced the Mimo 15 at the IFA for the first time. The Mimo 15 has an integrated FM tuner as well as an alarm function and is also available in a satellite version. Exchangeable front panels are available in 15 optional colors to give the Mimo an individual look. Various placement solutions such as a wall mount and tabletop and floor stands fulfill personal positioning desires. As the first representative of the Xelos SL family, the Xelos SL 20 was introduced to the market in November 2003. With its 20” LCD panel and forward-looking flat screen technology, the Xelos SL 20 features a linear, appealing design – optionally available as a satellite version with TV and radio. The tabletop stand is a standard feature; options include a wall mount or a floor stand. Loewe AG 59 2003 Large, brilliant pictures, perfect sound, and innovative technology that’s easy to use: Combined with the Concertos subwoofer satellite system, the Spheros 42 delivers unbelievable surround sound. TELEVISION FILMS IN CINEMA QUALITY The high-resolution display of the Articos 55, the first projection TV in the Loewe product Technological pre- family, ensures optimum picture quality. Because its screen measures 140 centimeters diago- eminence thanks to nally, it transforms any television show into a cinematic experience. The high-resolution pro- intensive cooperation jection guarantees maximum depth of field, high contrast, brilliant colors, and distortion-free with innovative images. Equipped with Digital Light Processing (DLP TM), the latest image standard for projec- partners tion TVs, the Articos 55 offers visual experiences of exceptional quality. Loewe developed the unit in cooperation with Carl Zeiss and Texas Instruments, two partners that stand for innovation and highest quality. Both the plasma unit and the projection receiver were introduced in Europe and the USA. We also launched the Nemos, the latest and last picture tube-based Real Flatline product line, at the IFA. In the future, Loewe will concentrate on the continued development of flat-panel display technology. MediaPlus-HD redefines image quality for picture tube televisions. Important elements include the high-resolution Real Flat picture tubes and the advanced signal processing of the new generation Q2550 chassis. As a result, images are even more detailed and natural. The Loewe philosophy – “The best image using all available types of signals” – was at the center of all activities in the development of this technology. We achieved an attractive improvement of the Loewe TV products with the introduction of the forward-looking Digital RecordingPlus hard disk technology. As an integrative solution used for the first time in the Aconda 9381 HD/DR+ and Articos 32 HD/DR+, the Digital RecorderPlus has opened a new chapter in television history. The Digital RecorderPlus offers unimaginable possibilities, from time-delayed television viewing using the Time Shift feature to stopping broadcasts midway, easily programming recordings, and archiving with integrated titles, all at a recording capacity of up to 100 hours. 2003 60 Initiatives with Future. Loewe AG INNOVATIVE SOLUTIONS FOR NEW EXPERIENCES The Loewe product range for the reception of digital television was strategically expanded in 2003. We focused our efforts on entirely new product concepts for the reception of digital satellite TV (DVB-S) and digital terrestrial reception (DVB-T). Satellite receivers can be integrated in Loewe 100 Hz televisions with MediaPlus chassis technology. Loewe has taken advantage of this opportunity to be the first provider to offer the Premiere certification “Premiere Compatible.” As a result, Premiere is an integral part of several Loewe televisions – a totally new concept. Since November 2003 Loewe has also been offering a fully integrated DVB-T receiver, which puts us in a position to tap additional markets as the broadcasting regions expand. The new Auro/Tremo audio system is an attractive solution for the medium price category. The core of this new home cinema system is the Auro DVD preceiver. The Tremo subwoofer satellite system not only features powerful surround sound, but also has exciting exterior qualities. The housing of the subwoofer is made of ceramic. The use of this material marks the beginning of a new era for Loewe and offers extraordinary acoustic performance. CLEAR COMMITMENT TO LOEWE QUALITY Extension of warranty Last year, we realized 43 large-scale projects, among them the new high-resolution display confirms expectations technologies based on LCD, plasma, and rear projection. We’re well on the way to transfer- of quality ring the outstanding image performance of our picture tube sets to pixel-oriented displays (projection TV, LCD, plasma). In September, we extended the guarantee for Loewe products from two to three years. This is a clear sign of the quality of our products. At the same time, it underscores the quality-conscious selection of the individual components installed in our systems, since the proportion of outsourced electronics, mechanical parts, and software is steadily on the rise. The quality of our products is thus increasingly influenced by our suppliers. Loewe home cinema system for the entry-level class: The high-resolution LCD television Xelos SL 37, the Tremo subwoofer satellite system, and the new DVD preceiver Auro. A perfect interplay of listening and viewing at an attractive price/performance ratio. Loewe AG 61 2003 In 2004 and 2005, we will be concentrating on taking advantage of potentials for improvement during product creation. The project manual supplies the necessary tools for this process. It prioritizes projects and defines systems for systematic implementation. The introduction of structured software development and the expansion of software qualification are central themes. The continuous improvement of product and system performance with respect to ease of use, picture quality, and serviceability guarantees the sustainable competitiveness of our products. Selecting the right suppliers and integrating key suppliers in projects are important prerequisites. The expansion of our quality data information system (QDIS) with respect to production data, field data, and delivery data and the evaluation of this information will further improve the already very good transparency of our quality data. At the same time, it will help us significantly accelerate our response time in the event of defects and malfunctions. EXPANSION OF INTERNATIONAL DISTRIBUTION Last year, Loewe strengthened the international alignment of the Company by founding a New subsidiaries subsidiary in Italy, an important European market and our largest foreign market. At the same in Italy and Austria time, we laid the groundwork for the establishment of a new subsidiary in Austria in the last quarter. By doing so, we are giving ourselves an opportunity to expand our distribution capacity in terms of quality and quantity and gain direct access to important customers. Other advantages include the Europe-wide implementation of Loewe’s integrated sales and marketing strategy. All this gives us additional opportunities for growth. In light of the changed market structures, we introduced a corresponding supplementary measure in connection with the Taurus restructuring program. The purpose of this measure is to promote significant progress on the basis of the new products in 2004 and to secure a larger customer base for Loewe in foreign markets. SUBSIDIARY AND DISTRIBUTOR PROCESSES STREAMLINED A number of different initiatives pursued in 2003 were designed to ensure an efficient, costoptimized supply chain. For example, we successfully completed a project dedicated to the direct supply of our French customers in 2003. At the same time, we accomplished the changeover to direct logistics in two additional countries, Italy and Austria. Other countries will follow in the current fiscal year. By the end of 2004, we will be able to make full use of the advantages arising from the reduction of decentralized warehouses and the direct supply of customers in their respective countries. WELCOME TO THE FLAT, DIGITAL WORLD In 2003, our developments focused on the rising dynamics in the fields of digital technology and displays based on matrix technology. The picture tube television product portfolio was completed with additional Real Flat models and supplemented with flexible placement solutions. In addition to the display technologies already introduced (picture tubes, LCD, and plasma), the Articos 55 projection receiver represented our first venture into microdisplaybased projection technology. 2003 62 Initiatives with Future. Loewe AG DEVELOPMENT OF NEW PRODUCTS Fascinating solutions for In the segment of forward-looking LCD screen technology, we expanded our product range demanding customers of compact screens with the Mimo 15 and Xelos 20. With the introduction of the Mimo 15, we were also able to complete the optimization of chassis electronics for compact LCD units. We developed another 20” product, the Mimo 20, to pilot production. The unit was launched in early 2004. Since the introduction of the Mimo 20, a software version is also available to support the use of the 15” and 20” LCD products in hotels. For the entire 15” and 20” LCD TV range, Loewe made integrated terrestrial reception models available in addition to sets optimized for cable and satellite reception. The design of additional LCD lines in the 32” and 37” formats was approved and final design engineering and development initiated. The functional scope of these units will cover all of the features in the MediaPlus range and as a consequence will set new standards in the market. In the field of plasma technologies, both Spheros 42 and Xelos SL 42 stand out. What makes these products so special is the high-resolution screen that already permits the playback of HDTV signals. Moreover, it can display PC contents on a large-screen format. In order to make this possible, we developed forward-looking digital and audio interfaces that “communicate” with peripheral equipment for the best possible configuration. Loewe uses technologies such as DDC (Display Data Channel) in the process. A special challenge was the introduction of the projection receiver Articos 55. The unit is distinguished by an optical engine which optimizes use of the modern DLP technology. We expanded the product for the U.S. market with audio/hi-fi components based on the European home audio systems Certos and Concertos. This means Loewe can now also offer complete home cinema systems with the various display technologies. Home cinema constellation: Spheros 42 S, Certos DVD unit, and Certos Master Unit on Concertos bass module with Concertos satellite system and RC1 remote control. Loewe AG 63 2003 RC2 remote control: Multifunctionality for all current Loewe products for optimal ease of use from a single source. The integrated code database means the RC2 can be used as a universal remote for components from other manufacturers. Another addition to the product portfolio is Xemix, a DVD player available in two different versions. Like the Auro DVD preceiver, Xemix features the unique Loewe user interface. This means users don’t have to relearn separate operation philosophies for their TVs, VCRs, and DVDs. The RC2 remote control is perfectly calibrated for the operation of the Auro. It features an illuminated graphic display and offers optimum operating comfort for all current Loewe equipment. An integrated code database allows the RC2 to be used as a universal remote control for DVD players, video recorders, and set-top boxes from other manufacturers, which means it can function for the entire entertainment program. DIGITAL TELEVISIONS In addition to flat display products, digital television was another special focus at Loewe in 2003. Loewe introduced the next DVB generation for digital satellite reception. Because it features a common interface, it is suited for pay TV systems. Pay TV programs can be received with the same ease that in the past was only possible for free TV programs. The new module can extract Dolby Digital signals and direct them to an internal decoder or to external equipment such as the Certos system for surround sound playback. The software download function via satellite means the platform can continuously be updated to the latest technical status. A second focus was the development of the DVB-T digital receiver for terrestrial reception. All digital receivers feature uniform user interfaces and electronic program guides. They make it possible to access both analog and digital programs as usual. 2003 64 Initiatives with Future. Loewe AG PERSONAL VIDEO RECORDING, INTERNET, AND PHOTO VIEWER Individuality through The integration of a “personal video recorder” in a television set opens up a totally new product intelligence approach to TV viewing. The integrated hard disk and intelligent user interface make it possible to design a personal program to suit just about any wishes. The solution combines the latest technological standards with highest quality expectations, including optimum picture quality through flexible data rates depending on the picture content. What makes it so special is that all important functions can be reached with the push of one or two buttons of the regular television remote control. In the area of Internet TV, we are perfecting the functionality above all with software improvements. In the future, Loewe will be offering the photo viewer function both for picture tube sets and flat-screen units. This function supports users of the booming digital photography technology. To this end, we integrate a card reader for nearly all storage card formats in the television sets. With this development, Loewe wants to bring intuitive “slideshows” to the living room – slideshows that can start immediately, without tedious setup, cumbersome cables, or complex settings. TECHNOLOGIES WITH FUTURE Loewe meets the Our efforts in the area of new technologies essentially encompass media centers, home challenges of the future networking, and multi-room functionality. In collaboration with Fujitsu Siemens, we introduced a media center solution at the IFA. The media center can be used to download videos on demand from the Internet and view them on the television. In addition, analog and digital television programs can be received and shows can be stored to hard disk or reproduced on DVDs. Together with Miele we expanded the intelligent home networking in the area of kitchen automation. Here, too, the IFA provided the backdrop for presenting the system. Whether recorded earlier or live, a fascinating multi-room audio solution now brings audio programs to every room in a house. The related audio servers use the OnlinePlus platform and its high-performance SPLICE software. Beyond product development, we completed a number of joint sponsorship projects in 2003. As part of the SIPROS project, Loewe and its partners developed the basis for a widescreen projection receiver. The EMBASSI project explored novel ways to operate multimedia equipment. Two new research projects were initiated in 2003. In connection with the BMMP project, Loewe is investigating a parametrizable user interface for the Multimedia Home Platform (MHP). The DYNAMITE project is dedicated to finding ways for the automatic cooperation of intelligent end equipment. All of these projects take digitalization and flat display technologies into account. The focus is on the development of Loewe technology in the field of picture processing. By using these new technologies we want to create new, customer-oriented applications. They offer user-friendly added benefits and at the same time serve to clearly set Loewe premium products apart from mass market equipment. Loewe AG 65 2003 EXPERIENCE IS 2003 66 Annual Financial Statements and Notes. Loewe AG Loewe AG 67 2003 UNDERSTOOD PERCEPTION. IMMANUEL KANT A Loewe is something special. Designed for people who expect more. Recognizing the classics of tomorrow in the highlights of today. Whether technology or design, our standards go beyond the present. The Mimo family is an example of a trendsetter in design with unusually soft, flowing lines. As a flexible system equipped with future-proof technology, the Mimo can also be individually adapted to future needs. The details make the picture. P. 68 Consolidated Income Statement P. 69 Consolidated Balance Sheet P. 70 Consolidated Cash Flow Statement P. 72 Notes to the Consolidated Financial Statements of Loewe AG P. 96 Management Bodies and Executive Officers P. 100 Independent Auditor’s Report 2003 68 Annual Financial Statements and Notes. Loewe AG CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2003 Notes January – December January – December No. 2003 2002 EUR Sales Division to be discontinued % EUR thousands thousands 288,921 385,593 0 – 9,426 288,921 100.0 % 376,167 100.0 – 81.6 – 270,670 – 72.0 Division to be continued 1 Cost of sales* 2 – 235,674 Gross margin 53,247 18.4 105,497 28.0 Selling expenses 3 – 74,292 – 25.7 – 74,783 – 19.9 General administrative expenses 4 – 8,795 – 3.0 – 10,944 – 2.9 Other operating income 5 8,402 2.9 8,268 2.2 Other operating expenses 6 – 11,980 – 4.1 – 7,656 – 2.0 Income from participating interests EBIT of the division to be continued Interest and similar income Interest and similar expenses 7 106 0.0 171 0.1 – 33,312 – 11.5 20,553 5.5 259 0.1 313 0.1 – 2,839 – 1.0 – 2,075 – 0.6 – 35,892 – 12.4 18,791 5.0 0 0.0 – 12.4 18,791 5.0 6,174 2.1 – 7,624 – 2.0 – 29,718 – 10.3 11,167 3.0 Profit from ordinary activities (EBT) of the division to be continued Profit from ordinary activities (EBT) of the division to be discontinued 8 Profit from ordinary activities (EBT) Income taxes 0 – 35,892 9 Net loss/income before minority interests Minority interests – 21 0.0 – 264 – 0.1 Net loss/income – 29,739 – 10.3 10,903 2.9 Profit carried forward 17,508 17,690 Dividend payment – 6,100 – 6,085 Appropriations from other retained earnings and capital reserve 17,558 – 5,000 – 773 17,508 Distributable profit/loss *the following items up to and including interest and similar expenses only contain information concerning the division to be continued Net/loss income of the division to be continued 10 – 29,739 10,903 – 4.14 1.52 – 4.14 1.52 – 3.93 1.44 7,176,600 7,176,600 Basic earnings per share** of the division to be continued Basic earnings per share*** of the division to be continued Diluted earnings per share**** of the division to be continued ** Number of shares issued as of December 31 *** Weighted average number of shares pursuant to IAS 7,176,600 7,159,133 **** Number of shares and options issued 7,575,000 7,575,000 Loewe AG 69 2003 CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2003 EUR thousands Notes 2003 Loewe AG 70 2003 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED DECEMBER 31, 2003 2002 EUR thousands 2003 2002 No. Assets Operating activities* Non-current assets * Profit from ordinary activities 11 Intangible assets Property, plant, and equipment Financial assets Total non-current assets 9,389 10,250 Depreciation and amortization of non-current assets 53,210 56,956 Book profits (–) on disposals of non-current assets 255 236 62,854 67,442 Decrease (–)/increase (+) in pension provisions – 35,892 18,791 25,206 20,989 –5 – 76 – 1,065 441 371 – 8,674 – 11,385 31,471 8,633 – 9,503 Income taxes paid Net cash before changes in net current assets Current assets* Inventories 12 45,999 54,632 Change in net current assets Trade accounts receivable 13 70,530 81,447 Decrease (+)/increase (–) in inventories Other short-term receivables 14 3,002 4,463 Decrease (+) in trade accounts receivable and other assets Cash and cash equivalents 15 2,937 3,717 Decrease (–)/increase (+) in other provisions 122,468 144,259 Total current assets Deferred tax assets 16 15,191 87 Assets of the division to be discontinued 17 0 52 200,513 211,840 11,022 6,391 446 – 2,435 Decrease (–) in trade accounts payable and other liabilities – 2,496 – 6,888 Change in net current assets 17,605 – 12,435 6,220 19,036 – 20,711 – 26,173 – 118 – 90 Net cash from operating activities Investing activities Total assets Payments for purchases of intangible assets and property, plant and equipment Payments for purchases of financial assets Proceeds from disposals of property, plant, and equipment Liabilities and shareholders’ equity 120 93 91 80 Net cash used by investing activities – 20,618 – 26,090 Free cash flow of the division to be continued – 14,398 – 7,054 Proceeds from disposals of financial assets Shareholders’ equity 18 Subscribed capital 7,177 7,177 38,300 45,358 Free cash flow of the discontinued division** 0 10,500 Total free cash flow Conditional capital EUR 398 (previous year: EUR 398) Capital reserve Other retained earnings Distributable profit Total shareholders’ equity Minority interests 19 – 773 17,508 44,704 80,543 1,188 1,167 – 1,286 Increase (+) in minority interests 0 129 Capital increase 0 490 – 6,100 – 6,085 Borrowing Provisions for pensions and similar obligations 20 27,105 28,170 Tax provisions 21 6,875 1,000 Deferred tax liabilities 22 2,095 0 Other provisions 23 48,210 47,764 84,285 76,934 9,952 3,350 Trade accounts payable 21,687 26,285 Other short-term liabilities 38,697 22,921 Total liabilities 70,336 52,556 0 640 200,513 211,840 Total provisions Liabilities* 5,768 – 14,986 Financing activities Dividend payment Provisions* – 588 24 Long-term debt 9,602 400 0 – 1,166 Net cash from financing activities 3,502 – 6,232 Cash-effective change in liquidity – 11,484 – 7,518 Composition of liquidity 12/31/03 12/31/02 Repayment of loans Cash and cash equivalents 3,742 – 805 Short-term bank loans – 21,275 – 10,596 – 10,679 Liquidity – 18,338 – 6,854 – 11,484 Provisions and liabilities of the division to be discontinued 25 * The following items up to and including net cash used by investing activities only include data of the division to be continued Total liabilities and shareholders’ equity * of the division to be continued +/– 2,937 ** The free cash flow of the discontinued division is specified on page 94 of the Notes 2003 72 Annual Financial Statements and Notes. Loewe AG NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS OF LOEWE AG BASIS OF PRESENTATION Pursuant to § 292a German Commercial Code (HGB), the consolidated financial statements of Loewe AG have been prepared in accordance with the International Accounting Standards (IAS). These accounting principles remain unchanged from last year. PRINCIPLES OF CONSOLIDATION The assets and liabilities reported in the consolidated financial statements have been accounted for and valued in accordance with uniform principles, which have not changed from the previous year. All intra-Group accounts receivable, liabilities as well as reciprocal sales, payments, income, expenses, and profits have been eliminated. The Group’s capital has been consolidated under the revaluation method by offsetting the carrying value of investments in subsidiaries and associated companies against the parent company’s shareholders’ equity at the time of acquisition. The following accounting principles that differ from German commercial and joint-stock company law and are mandatory under IAS were applied for these consolidated financial statements: 1. The Company’s own development costs are accounted for as internally generated intangible assets in accordance with IAS 38. 2. Deferred taxes are established in accordance with the balance-sheet-oriented liability method under IAS 12. 3. Pension provisions are accounted for under the projected unit credit method in accordance with IAS 19. 4. In conformity with IAS 19, provisions for anniversary bonuses and death benefits are accounted for under the projected unit credit method in accordance with U.S. accounting rules (Financial Accounting Standards No. 87). 5. Separation of the discontinued division pursuant to IAS 35. Loewe AG 73 2003 GROUP OF CONSOLIDATED COMPANIES The following companies were consolidated as of the balance sheet date of December 31, 2003: Subscribed capital Interest Parent company Loewe AG, Kronach EUR 7,176,600.00 Subsidiaries Subgroup Loewe Opta GmbH, Kronach Loewe Opta GmbH, Kronach EUR 23,010,000.00 99 % EUR 30,000.00 100 % Subsidiaries of Loewe Opta GmbH: Loewe Pensionsgesellschaft mbH, Kronach The liquidation of the interest in BAK Vermögensverwaltungs GmbH i. L., Hannover, which existed in the previous year, has been completed and the company was deleted from the commercial register. Loewe Pensionsgesellschaft mbH manages the corporate assets and pension entitlements for former employees of Loewe Opta GmbH. Loewe Telecom GmbH i. L., Kronach EUR 1,535,000.00 100 % The company has been in liquidation since November 2002. Subgroup Loewe Opta Benelux N.V./S.A. Loewe Opta Benelux N.V./S.A., Antwerp/Belgium EUR 61,973.38 90 % EUR 90,756.04 100 % US$ 1,000.00 100 % Subsidiary of Loewe Opta Benelux N.V./S.A.: Loewe Opta Nederland B.V. Nieuwegein/Netherlands (uncalled capital EUR 72,604.83) Loewe Opta, Inc., City of Wilmington, County of New Castle, Delaware/USA EUR 957.30 Loewe France S.A., Strasbourg, France EUR 150,000.00 75 % Loewe Italiana S.r.l., Verona, Italy EUR 100,000.00 99 % CURRENCY TRANSLATION All consolidated companies except Loewe Opta, Inc., USA are in the euro zone. In conformity with IAS 21, the currency translation in the balance sheet of Loewe Opta, Inc., USA was based on the offering price as of the balance sheet date (EUR 1 = USD 1.2529) and on the average price (EUR 1 = USD 1.1418) in the income statement. 2003 74 Annual Financial Statements and Notes. Loewe AG ACCOUNTING PRINCIPLES Save for one exception, the accounting principles detailed below have not been changed from those used last year. Only the reporting of deferred taxes was changed from a net method to a gross method. The structure of the consolidated financial statements is consistent with the EU accounting directives and accords. Applying IAS 35, the closing items of the Telecommunications division to be discontinued were reported separately as in the previous year. The accounting of the Home Media Systems division to be continued follows the going concern principle. INTANGIBLE ASSETS Software and other intangible assets are capitalized at cost and amortized on a straight-line basis over their estimated useful life. The Group’s development costs are capitalized insofar as they meet the criteria specified in IAS 38. They are capitalized at the manufacturing costs incurred. Amortization is charged on a straight-line basis and corresponds to the period during which the developed products are likely to be sold. The following amortization rates are applied: Software 14 % to 66 % Development costs 33 % to 50 % p. a. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment are reported under the net value method. At the first-time consolidation as of December 31, 1997, hidden reserves in land and buildings discovered as the result of a valuation survey were disclosed and capitalized. There were no hidden reserves in other items of property, plant, and equipment. Production facilities and machinery as well as other equipment, factory and office equipment are reported at cost or manufacturing cost less depreciation. Investments acquired during the financial year are reported at acquisition or manufacturing cost. Buildings are depreciated on a straight-line basis over their estimated useful life. Production facilities, machinery, other equipment, factory and office equipment are depreciated over their useful life, in some cases on a straight-line basis and in other cases under the declining-balance method. Write-downs were taken on investments in product-related tooling for which it can be expected that because of a shortening of the product lives, it will not be possible to achieve the coverage originally planned. For the sake of simplification, investments acquired in the first half of the year are depreciated at the full annual rate, and those acquired in the second half at half the annual rate. Minor-value assets costing less than EUR 410 are immediately written off in full. The following depreciation rates are applied for straight-line depreciation: Buildings 2.5 % to 7 % Production facilities and machinery 7 % to 20 % Other equipment, factory and office equipment 8 % to 33 % FINANCIAL ASSETS Participating interests and investment securities are valued at the lower of acquisition cost or market value. Other loans are reported at cost less redemption payments and are individually written down to the extent necessary. Loewe AG 75 2003 INVENTORIES Inventories are shown at acquisition or manufacturing cost. Manufacturing cost includes the cost of materials and labor as well as necessary material and production overheads. Normal utilization was assumed in determining the costing rates. Inventories that cannot be sold or those for which their likely selling price, after deduction of selling costs, would not cover their acquisition or manufacturing costs, are written down accordingly. TRADE ACCOUNTS RECEIVABLE Trade accounts receivable are reported at their nominal value less specific value adjustments for credit risks. Cash discounts, interest and processing costs have been accounted for by lump sum value adjustments. Receivables in foreign currencies are valued at the lower of price of origin or the bid price as of the balance sheet date. OTHER SHORT-TERM RECEIVABLES Other short-term receivables are reported at their nominal value less specific value adjustments. DEFERRED TAX ASSETS Under IAS 12, deferred tax assets are computed on the basis of the differences between the consolidated financial statements and the tax accounts. These differences relate both to the differences between the financial statements and tax accounts of the consolidated companies and to differences arising as a result of the consolidation. The tax rate uniformly applicable to the Group was reduced to 37.0 % (previous year: 37.5 %) due to the elimination of the “flood of the century” surcharge. Tax increases that would be incurred in the event of a profit distribution from shareholders’ equity on which corporate tax has not yet been charged are not deducted from deferred tax assets. In order to optimize the Group’s tax position, there are no plans to make such distributions. Deferred tax claims from loss carryforwards are capitalized according to IAS 12 if it is likely that they can be realized. In contrast to the previous year, deferred tax assets are not offset against deferred tax liabilities. Due to their insignificance, the previous year’s figures are not adjusted. CASH AND CASH EQUIVALENTS Cash on hand and bank balances are shown at their nominal value. Bank balances in foreign currency are reported at the offering price as of the balance sheet date. SUBSCRIBED CAPITAL The subscribed capital is reported at nominal value. PROVISIONS Pension provisions are calculated in accordance with IAS 19 (revised 2000) according to the projected unit credit method. These provisions are shown after deduction of the value of the assets of Loewe Opta Unterstützungskasse e.V. In addition to the taxes likely to be payable, tax provisions also contain deferred tax liabilities. Other provisions are set aside where definite obligations exist. The level of the provisions is set at the amounts likely to materialize. LONG-TERM DEBT Bank loans and other liabilities are reported at their repayment amounts. SHORT-TERM LIABILITIES The repayment amounts are also recognized for the short-term liabilities. 2003 76 Annual Financial Statements and Notes. Loewe AG NOTES TO THE INCOME STATEMENT The cost-of-sales method is used. The notes below refer to the Home Media Systems division to be continued. The results of the division to be discontinued have been reported separately. (1) SALES Sales represent net revenues from the sale of the Company’s own products, merchandise, and related services after all sales deductions. Sales broken down by product line are as follows: 2003 EUR 2002 % thousands EUR % thousands Television including multimedia 245,491 85.0 318,502 DVD players 4,109 1.4 7,918 84.7 2.1 Video recorders 3,435 1.2 7,316 1.9 Stereo systems 4,393 1.5 6,908 1.8 31,493 10.9 35,523 9.5 288,921 100.0 376,167 100.0 % EUR Accessories and other revenues Total Sales by region were as follows: 2003 EUR 2002 thousands % thousands Germany 148,476 51.4 181,374 48.2 Europe excluding Germany 118,277 40.9 157,127 41.8 22,168 7.7 37,666 10.0 288,921 100.0 376,167 100.0 Rest of the world Total (2) COST OF SALES The cost of sales comprises the cost of materials for the manufacture of Loewe products and the cost of purchased merchandise as well as the cost of labor and materials needed to achieve these sales, unless these costs are shown under administrative and selling expenses, which are reported separately. They are broken down as follows: EUR thousands Raw materials and supplies Merchandise Purchased services Personnel and other material costs Total 2003 2002 161,457 186,891 20,997 31,671 1,459 1,033 51,761 51,075 235,674 270,670 Loewe AG 77 2003 (3) SELLING EXPENSES Selling expenses comprise the following: EUR thousands 2003 2002 Advertising costs 20,872 24,349 Freight 11,330 12,245 6,725 3,219 Personnel and other material costs 35,365 34,970 Total 74,292 74,783 Warranties (4) GENERAL ADMINISTRATIVE EXPENSES The following expenses were incurred for administration: EUR thousands 2003 2002 Personnel and social security costs 6,094 7,680 Other material costs and overheads 2,701 3,264 Total 8,795 10,944 For reasons of comparability, the presentation of the previous year’s figures was structured to match that of the current year. (5) OTHER OPERATING INCOME Other operating income comprises the following: EUR thousands 2003 2002 Billed goods and services 2,148 1,362 Rental income 165 230 Public support funds for development projects 481 1,194 Claims for damages received 46 566 Income from the release of provisions 4,168 3,150 Other income 1,394 1,766 Total 8,402 8,268 Income from the release of provisions mainly relates to provisions for reductions in earnings and license fees that were no longer needed. 2003 78 Annual Financial Statements and Notes. Loewe AG (6) OTHER OPERATING EXPENSES Other operating expenses relate to: EUR thousands 2003 2002 2,372 2,253 481 1,195 Currency and price losses 968 1,442 Other operating expenses 8,159 2,766 11,980 7,656 Billed goods and services as well as rental income Expenses for subsidies received Total The expenses for billed goods and services correspond to the revenues reported under other operating income. Significant items in other operating expenses include payments to former foreign distributors arising from contract termination (EUR 2.3 million), costs for cancelled purchase contracts (EUR 1.6 million) and severance payments to employees (EUR 2.3 million). Under the terms of the profit transfer agreement between Loewe AG and Loewe Opta GmbH, one member of the Executive Board of Loewe AG who has held a 1 % interest in the share capital of Loewe Opta GmbH since 1997 is paid an annual equalization payment in the amount of EUR 73.6 thousand pursuant to § 304 AktG (Aktiengesetz – German Stock Corporation Act). (7) INTEREST AND SIMILAR EXPENSES The interest expenses have increased due to the greater need for borrowing and a worsening of interest rates. They are broken down as follows: EUR thousands 2003 2002 Loan interest to banks 1,137 540 316 376 1,050 1,027 336 132 2,839 2,075 Loan interest to Loewe Opta Unterstützungskasse e.V. Interest on amounts allocated to pension provisions Similar expenses Total (8) OPERATING RESULT OF THE TELECOMMUNICATIONS DIVISION TO BE DISCONTINUED The operating activities of the Telecommunications division to be discontinued were ended in 2002. The Group no longer carried on any activities in this division in the year under review. No expenses and income were reported in 2003. Loewe AG 79 2003 (9) INCOME TAXES EUR 6,835 thousand of the income tax result relates to tax expenses, almost exclusively from the not yet completed tax audit for the years 1996 – 2000 and EUR 13,009 thousand relates to deferred tax income. The expenses for deferred taxes are broken down as follows: EUR thousands Change in deferred tax assets based on the accounting differences between the consolidated balance sheet and the commercial balance sheet – 796 Increase in deferred tax assets on anticipated realizable loss carryforwards Increase in deferred tax benefits on retained earnings + 13,591 + 234 Change in the deferred tax claims from the tax-equalization item as a consequence of the deviations between the commercial balance sheets and the tax balance sheets + 1,192 Provision for existing deferred tax risks – 1,212 Total + 13,009 In the financial year, new valuation allowances were formed on deferred tax assets in the amount of EUR 2,320 thousand. The total amount of the valuation allowances on deferred tax assets is EUR 2,907 thousand. The average effective tax rate is 17.2 % and is thus 19.8 percentage points below the rate of 37.0 % for deferred taxes. The difference results primarily from additional taxes due to the still ongoing tax audit for the years 1996 to 2000 and the not yet apparent realizability of the loss carryforwards in their full amount. Reconciliation of the applicable 37.0 % tax rate to the average effective tax rate of 17.2 %: % Applicable tax rate Increase in tax credits (old law) 37.0 0.7 Deferred difference between tax accounts and consolidated balance sheet 1.1 Creation of new valuation allowances on deferred taxes on loss carryforwards Additional taxes from the not yet completed tax audit – 3.2 – 18.3 Other net differences – 0.1 Average effective tax rate 17.2 2003 80 Annual Financial Statements and Notes. Loewe AG (10) EARNINGS PER SHARE The Group net loss of EUR 29,739 thousand must be related to the 7,176,600 outstanding shares of Loewe. This results in earnings per share of EUR – 4.14 in the year under review (previous year: EUR 1.52). With consideration of the still outstanding 398,400 stock options, the basic earnings per share are EUR – 3.93. According to the existing option agreements, a further exercise of the option is possible only if the stock price reaches or exceeds EUR 22.50. If IAS 33 is used to determine the weighted average number of shares, the number remains at 7,176,000 with earnings per share also at EUR – 4.14. 2003 2002 Group income (EUR thousands) – 29,739 10,903 Basic earnings per share in EUR – 4.14 1.52 according to IAS in EUR – 4.14 1.52 Diluted earnings per share in EUR – 3.93 1.44 Basic earnings of the shares determined Number of shares issued 7,176,600 7,176,600 Weighted average number of shares issued determined according to IAS 7,176,600 7,159,133 Number of shares issued and options 7,575,000 7,575,000 Loewe AG 81 2003 NOTES TO THE BALANCE SHEET If not reported separately, the balance sheet items of the Home Media Systems division to be continued are explained below. (11) NON-CURRENT ASSETS The changes in non-current assets were as follows: EUR thousands Acquisi- Addi- Disposals Re- tion and tions (acquisi- classifi- ciation/ cations amorti- manu- tion and facturing manu- costs facturing (cumu- costs) Depre- Carrying Carrying amount Depre- amount ciation/ at end previous amorti- zation of the year (cumu- financial lative) zation in the year financial lative) year I. Intangible assets 1. Software and similar assets 6,376 850 214 0 5,398 1,614 1,817 1,052 2. Development costs 14,336 7,564 2,033 0 12,092 7,775 8,433 8,222 Total 20,712 8,414 2,247 0 17,490 9,389 10,250 9,274 40,786 7 16 0 16,835 23,942 24,943 992 16,022 162 636 13 12,777 2,784 4,300 1,691 103,206 12,128 7,123 – 13 81,714 26,484 27,713 13,240 160,014 12,297 7,775 0 111,326 53,210 56,956 15,923 II. Property, plant, and equipment 1. Land and buildings 2. Production facilities and machinery 3. Other equipment, factory and office equipment Total III. Financial assets 1. Participating interests 47 1 0 0 25 23 22 0 2. Investment securities 26 70 0 0 0 96 25 0 3. Other loans 189 47 91 0 9 136 189 9 Total 262 118 91 0 34 255 236 9 180,988 20,829 10,113 0 128,850 62,854 67,442 25,206 Total non-current assets Intangible assets include product and IT software and development costs. The development costs primarily include capitalized in-house development expenses. The total cost of development in 2003 came to EUR 13,986 thousand (2002: EUR 13,280 thousand). Other intangible assets primarily relate to software. Land and buildings as well as production facilities and machinery are mainly used for production in Kronach. Other equipment, factory and office equipment includes office and other furniture and equipment and high-quality presentation systems for sales as well as tools used by suppliers. The amount of capital held in participating interests varies between 7 % and 10 % of these companies’ nominal capital. These are primarily participations in poolings of interests for business purposes. 2003 82 Annual Financial Statements and Notes. Loewe AG (12) INVENTORIES The inventories are broken down as follows: EUR thousands Raw materials and supplies Work in progress 2003 2002 14,239 13,768 2,140 1,756 Finished goods and merchandise 29,620 39,108 Total 45,999 54,632 The increased inventory of raw materials and supplies is primarily due to the fact that short-term production cutbacks at year-end made it no longer possible to reduce the deliveries of materials in the same scope. The decline in finished goods and merchandise results from the systematic reduction of the finished goods inventory in the fourth quarter of 2003. The acquisition and manufacturing costs of inventories include write-downs of EUR 9,623 thousand (2002: EUR 5,458 thousand) in order to ensure the loss-free valuation of finished goods and merchandise in accounting for obsolete and excess inventories. Writedowns of EUR 3,464 thousand (2002: EUR 1,990 thousand) on raw materials and supplies and on work in progress have been recognized. (13) TRADE ACCOUNTS RECEIVABLE Trade accounts receivable consist entirely of accounts receivable from business operations. Factoring of accounts receivable in Germany and in the Italian subsidiary reduced the debtor portfolio by a total of EUR 14.0 million. The amount reported for trade accounts receivable includes adequate allowances for insolvency risk, cash discount reductions, processing costs and interest. Allowances for insolvency risk are measured individually. The existing credit insurance is recognized for accounts receivable in Germany; available letters of credit, bank guarantees and credit insurance were recognized accordingly for international receivables. Loewe AG 83 2003 (14) OTHER SHORT-TERM RECEIVABLES Other short-term receivables relate to: EUR thousands 2003 2002 Assets from hedging 696 0 Value-added tax and income tax 402 2,481 Credit balances with suppliers 360 479 Residual receivables from the disposal of equity interests in subsidiaries Claims on insurance companies Claims on the Office of Employment Advances for travel expenses and personnel Claims for damages 278 305 37 176 99 0 143 120 0 72 987 830 3,002 4,463 Other prepaid expenses and other short-term claims Total Of the receivables, EUR 72 thousand is due in one to five years (2002: EUR 48 thousand). The remaining receivables are due within one year. (15) CASH AND CASH EQUIVALENTS The cash and cash equivalents consist of current deposits with the commercial banks of EUR 2,937 thousand (2002: 3,717 thousand). (16) DEFERRED TAX ASSETS The deferred tax assets reported in the Group primarily include taxes on earnings on anticipated realizable loss carryforwards with a deferred tax claim of EUR 13,777 thousand, timing differences between the amounts reported in the tax accounts and those recognized in the consolidated financial statements at EUR 1,180 thousand and a tax credit based on the old corporation tax law in the amount of EUR 234 thousand. For the capitalized tax assets on loss carryforwards, it is considered feasible to charge them to future tax income in a foreseeable time due to positive income prospects. The timing differences and the deferred tax amounts applicable to them are broken down as follows: EUR thousands Differ- Deferred ences taxes Intangible assets + 7,206 – 2,666 Property, plant, and equipment + 5,313 – 1,966 Inventories – 4,112 + 1,521 + 716 – 265 –3 +1 Provisions – 19,353 + 7,161 Liabilities + 7,045 – 2,606 – 3,188 + 1,180 Accounts receivable and other assets Prepaid expenses A uniform income tax rate of 37 % was recognized in the calculation. Since the deferred items have an effect on taxes primarily in Germany, the use of a uniform tax rate is permitted. The recognition of deferred taxes was converted from the net reporting used formerly to gross reporting. 2003 84 Annual Financial Statements and Notes. Loewe AG (17) ASSETS OF THE TELECOMMUNICATIONS DIVISION TO BE DISCONTINUED As of the balance sheet date, all assets of the division to be discontinued have been liquidated. EUR thousands 2003 2002 Inventories 0 0 Trade accounts receivable 0 26 Other short-term receivables 0 1 Cash and cash equivalents 0 25 Assets of the division to be discontinued 0 52 Values of current assets (18) SHAREHOLDERS’ EQUITY As of the balance sheet date, the Company’s share capital is EUR 7,177 thousand (2002: EUR 7,177 thousand). It is divided into 7,176,600 no-par value bearer shares. Because the option prerequisites were not met in financial year 2003, no additional options were exercised under the stock option plan. The share capital is conditionally further increased by up to 398,400 shares (conditional capital) to implement the stock option plan. The conditional capital increase serves to grant pre-emptive rights to the members of the Executive Board, authorized signatories and other executives of the Company as well as executives of affiliated companies in accordance with the resolution of the Shareholders’ Meeting. The authorization contained in § 5 (2) of the articles of incorporation to increase the share capital, EUR 425,000.00 of which still had not been used, was cancelled by resolution of the Shareholders’ Meeting of June 26, 2002. Furthermore, the Executive Board was authorized, with the consent of the Supervisory Board, to increase the Company’s share capital by up to a total of EUR 3,500,000.00 through the issue of up to 3,500,000 bearer shares in exchange for non-cash or cash contributions on one or several occasions until no later than June 26, 2007. The shareholders must be granted a subscription right. However, the Executive Board is authorized, in each case with the consent of the Supervisory Board to exclude the subscription right in the following cases: a) for the evening out of fractional amounts b) to obtain non-cash capital contributions, in particular in the form of companies or business units c) in the case of a capital increase in exchange for cash contributions, if the capital increase does not exceed ten percent of the share capital and the issue price of the shares does not significantly fall below the stock market price. The Executive Board is authorized, with the consent of the Supervisory Board, to establish the further content of the rights inherent in shares and the conditions for the issue of shares (Authorized Capital 2002). Loewe AG 85 2003 The changes in the Group’s equity are shown in the following table: Number Sub- Other Group Total Minority Group of shares scribed reserve retained equity share- interests equity capital earnings gene- holders’ rated equity EUR EUR units EUR Capital EUR EUR EUR EUR thousands thousands thousands thousands thousands thousands thousands Balance as of 12/31/02 7,176,600 7,177 45,358 10,500 17,508 80,543 1,167 81,710 – 6,100 – 6,100 – 29,739 – 29,739 10,500 0 0 7,058 0 0 – 773 44,704 Dividend distribution for 2002 Net loss for 2003 – 6,100 21 – 29,718 Appropriations from other retained earnings – 10,500 Appropriations from the capital reserve – 7,058 Balance as of 12/31/03 7,176,600 7,177 38,300 0 The other retained earnings amounting to EUR 10,500 thousand have been entirely released. In addition, an amount of EUR 7,058 thousand was appropriated from the capital reserve to largely offset the net loss for the year. The reporting of a separate statutory reserve in accordance with § 150 (1) and (2) of the German Joint Stock Corporation Act is not necessary owing to the size of the existing capital reserve. (19) MINORITY INTERESTS Minority interests exist at Loewe Opta GmbH, Kronach (1 %), at Loewe Opta Benelux N.V./S.A. (10 %) and at Loewe France S.A. (25 %). This item changed as follows: EUR thousands Balance as of 01/01/03 Profit increase in 2003 Balance as of 12/31/03 1,167 21 1,188 thereof: Loewe Opta GmbH 272 Loewe Opta Benelux N.V./S.A. 563 Loewe France S.A. 353 1,188 1,188 45,892 2003 86 Annual Financial Statements and Notes. Loewe AG (20) PENSION PROVISIONS Pension provisions relate to individual and collective commitments to pay pensions to employees. In 1997, these commitments were transferred in part to a support fund, which, as a registered association, is independent of Loewe Opta GmbH. If the assets of Loewe Opta Unterstützungskasse e.V. prove insufficient to meet these commitments, Loewe Opta GmbH as the sponsoring company is liable. In November 2000, further current pension obligations resulting from individual and collective commitments were transferred to Loewe Pensionsgesellschaft mbH as part of the contracting out. At the same time, the Company was provided with the funds needed to meet its commitments. The share capital of Loewe Pensionsgesellschaft mbH is wholly owned by Loewe Opta GmbH. For this reason, it is included in the consolidation. If the assets of Loewe Pensionsgesellschaft mbH prove insufficient to meet these commitments, Loewe Opta GmbH is liable. The pension commitments have been calculated for both balance sheet dates based on the following assumptions: % 2003 2002 Discount rate 5.0 5.0 Anticipated annual increases in wages and salaries 2.0 2.0 Anticipated annual increases in pensions 1.5 1.5 2003 2002 22,013 22,890 of the support fund 14,082 14,900 Net present value of commitments, total 36,095 37,790 8,990 9,620 27,105 28,170 Provisions are reported as follows: EUR thousands Net present value of the pension commitments of the Loewe Group Net present value of the pension commitments less assets of the support fund Provision The net present value of commitments was determined for both balance sheet dates on the basis of actuarial valuations under the projected unit credit method in accordance with IAS 19 (revised 2000). As of year-end 2003, Loewe Opta Unterstützungskasse e.V. has loaned out nearly all its assets to Loewe Opta GmbH in the form of a short-term interest bearing loan of EUR 8.9 million. The loan is reported under other liabilities. No security was provided. Loewe AG 87 2003 The changes in pension provisions were as follows: EUR thousands Balance as of 01/01/03 28,170 a) Changes not recognized as income Pension payments in 2003 – 2,109 Utilization of assets of Loewe Opta Unterstützungskasse e.V. 1,255 Transfer from Loewe Opta GmbH to Loewe Opta Unterstützungskasse e.V. from a commitment date 10/22/2002 – 1,409 Additions for employer-financed pension commitments 95 – 2,168 26,002 b) Changes recognized as income Reported under interest expenses – Interest expense for own commitments 1,050 Reported under manufacturing, selling and administrative costs – Current service cost – Actuarial gains 421 – 453 Results of Loewe Opta Unterstützungskasse e.V. – Interest expense for commitments 710 – Interest income from assets – 338 – Price gains on financial assets – 296 – Other expenses 9 Balance as of 12/31/03 53 27,105 Actuarial gains and losses are recognized as incurred. The interest expenses for the Company’s own commitments are reported as interest expenses. Pension payments comprise the following: EUR thousands Pension payments by Group companies 854 Pension payments by the pension fund 1,255 Total pension payments 2,109 Pension payments of EUR 2,345 thousand are anticipated for 2004. The pension fund financed the pension payments from the interest income generated and a transfer of EUR 1,409 thousand from Loewe Opta GmbH. 2003 88 Annual Financial Statements and Notes. Loewe AG (21) TAX PROVISIONS Tax provisions relate almost exclusively to the subsequent payments expected because of the current tax audit. The reported amounts are expected to be due for payment within one year. (22) DEFERRED TAX LIABILITIES The deferred tax liabilities are formed with respect to risks arising from the amended fiscal legislation. Tax increases that do not have to be accounted for but that would be incurred if a profit distribution were made from shareholders’ equity on which corporate tax has not yet been charged (not planned at present) amount to EUR 1,208 thousand. (23) OTHER PROVISIONS Other provisions comprise the following: EUR thousands Annual sales compensation 2003 2002 15,470 16,125 Cost of warranties 8,966 8,405 Personnel costs 9,729 9,870 License fees 2,063 4,353 Other 11,982 9,011 Total other provisions 48,210 47,764 The other provisions changed as follows in 2003: EUR thousands Balance Addi- 01/01/03 tions zation Utili- Releases Balance 12/31/03 Annual sales compensation 16,125 15,338 15,569 424 Cost of warranties 8,405 8,244 7,683 0 15,470 8,966 Personnel costs 9,870 5,549 5,370 320 9,729 License fees 4,353 741 15 3,016 2,063 Other 9,011 9,979 5,657 1,351 11,982 47,764 39,851 34,294 5,111 48,210 Total other provisions Provisions for annual sales compensation were determined on the basis of the agreements covering bonuses and other compensation, and apply largely to Germany. Provisions for warranties are calculated on the basis of anticipated warranty costs in the future, allowing for the general extension of the warranty period to three years and the planned upgrading of Loewe televisions to be performed by factory-authorized workshops. Provisions for personnel costs essentially comprise holiday pay, anniversary bonuses, part-time retirement claims, variable remuneration and layoff costs. License fee provisions are set aside for license fees resulting from possible infringements of industrial property rights. Loewe AG 89 2003 The other provisions include, among other things, items for cancellation costs, rework, foreign exchange risks and additional costs that may be incurred. The other provisions are generally due within one year except for an approximately EUR 2.3 million portion of the provisions for warranties which have a time to maturity of longer than one year. (24) LIABILITIES EUR thousands 12/31/03 Long-term debt thereof: owed to banks 9,952 12/31/02 3,350 (9,952) (3,350) (0) (0) – 1 to 5 years (5,968) (3,350) – more than 5 years (3,984) (0) (9,952) (3,350) owed to third parties thereof: due in thereof: secured by land charges Trade accounts payable 21,687 26,285 thereof: due in – less than 1 year (21,687) Other short-term liabilities (26,285) 38,697 22,921 thereof: due in – less than 1 year Short-term bank loans (38,697) (22,921) (21,275) (10,596) Short-term portions of long-term debt (898) (902) thereof: owed to banks (898) (898) (0) (4) owed to third parties thereof: secured by land charges Other short-term liabilities thereof: resulting from taxes relating to social security (898) (898) (16,524) (11,423) (2,061) (855) (1,367) (1,642) Total liabilities of the Home Media Systems division 70,336 52,556 LONG-TERM DEBT Long-term liabilities relate to bank loans. The bank loans were granted to Loewe Opta GmbH. The changes in the amounts reported compared to the previous year result from the granting of a long-term loan in the amount of EUR 7,500 thousand and the scheduled repayments. OTHER SHORT-TERM LIABILITIES Other short-term liabilities relate to loans from Loewe Opta Unterstützungskasse e.V. totaling EUR 8,900 thousand, tax liabilities, and compulsory social security contributions. All amounts reported as short-term liabilities are due in less than one year. 2003 90 Annual Financial Statements and Notes. Loewe AG (25) PROVISIONS AND LIABILITIES OF THE DIVISION TO BE DISCONTINUED As of the balance sheet date, all other provisions and liabilities of the division to be discontinued have been settled. EUR thousands 2003 2002 0 43 Cost of warranties 0 360 Personnel costs 0 – Other provisions 0 77 0 480 Other provisions Annual sales compensation Liabilities Trade accounts payable 0 4 Other short-term liabilities 0 156 0 160 0 640 Total provisions and liabilities of the division to be discontinued Loewe AG 91 2003 OTHER INFORMATION CONTINGENCIES AND OTHER FINANCIAL OBLIGATIONS Contingencies and other financial obligations are broken down as follows: EUR thousands 12/31/03 12/31/02 Liabilities from the issue and transfer of bills of exchange and similar instruments 4,471 0 Liabilities from tenancy and servicing agreements and leases – due in 2004 3,506 (previous year 2003) – due between 2005 and 2008 3,059 2,060 (previous year between 2004 and 2007) 2,599 Outstanding contributions for affiliated companies pursuant to § 24 of the German Private Limited Companies Act amount to EUR 31 thousand (2002: EUR 31 thousand). Cash credit lines of EUR 32.5 million for short-term loans as well as an additional discount credit facility of EUR 1.4 million exist with the principal bankers. On February 16, 2003, Loewe’s principal banks and other financiers agreed a financing plan extending until February 28, 2005. The plan includes an extension of previously commited credit lines of EUR 33.9 million and a further increase of up to EUR 10.0 million in these credit lines in order to cover peak seasonal requirements. In return, Loewe has undertaken to assign substantial collateral to the banks. STAFF AND PERSONNEL COSTS The average number of employees is as follows: Employees 2003 2002 Home Media Systems division Industrial workers 510 529 Salaried employees 641 630 1,151 1,159 94 91 1,245 1,250 Employees as defined by § 285 Sec. 7 HGB Trainees Total employees Division to be discontinued Industrial workers 0 0 Salaried employees 0 11 Employees as defined by § 285 Sec. 7 HGB 0 11 Trainees 0 0 Total employees 0 11 Total employees 1,245 1,261 2003 92 Annual Financial Statements and Notes. Loewe AG The personnel costs included in the operating expenses are broken down as follows: EUR thousands Wages and salaries Compulsory social security contributions 2003 2002 50,882 55,146 9,255 9,154 475 539 60,612 64,839 Expenses for pensions and other employee benefits Total INFORMATION PURSUANT TO §160 (1) SECTION 8 OF THE GERMAN STOCK CORPORATION ACT The Company published the following announcement in Börsen-Zeitung No. 8 of January 12, 2002: “Notification pursuant to § 25 (1) WpHG (Wertpapierhandelsgesetz – German Securities Trading Act) In accordance with § 21 (1) German Securities Trading Act, the Company has received notifications concerning shareholdings of 10 % or more of the voting rights and not meeting the 5 % voting rights threshold: J & A Vermögensverwaltungs GmbH, Kronach, has notified us that it exceeded the 5 % threshold and the 10 % threshold on December 27, 2001 and now holds 17.67 % of the voting rights. Dr. Rainer Hecker, Kronach has notified us that his share in the voting rights by attribution pursuant to § 22 (1) No. 2 German Securities Trading Act has exceeded the 10 % threshold and his share in the voting rights is now 24.75 %, of that amount 17.67 % being attributed to him through J & A Vermögensverwaltungs GmbH, Kronach in accordance with § 22 (1) No. 2 German Securities Trading Act.” The Company published the following announcement in Börsen-Zeitung No. 99 of May 25, 2002: “Publication pursuant to § 41 (3) German Securities Trading Act 1. In a letter dated April 3, 2002, 3i Group plc, 91 Waterloo Road, London, UK, informed us that the share in the voting rights of Loewe AG belonging to it and attributable to it was 10.22 % on April 1, 2002. Of that amount, 5.11 % of the voting rights are attributable to 3i Group plc in accordance with § 22 (1) No. 1 German Securities Trading Act. 2. In a letter dated April 3, 2002, 3i Investments plc, 91 Waterloo Road, London, UK, informed us that the share in the voting rights of Loewe AG attributable to it pursuant to § 22 (1) No. 6 German Securities Trading Act was 12.22 % on April 1, 2002. In a supplemental letter dated May 21, 2002, 3i Investments plc, 91 Waterloo Road, London, UK, informed us that the share in the voting rights of Loewe AG attributable to it and completely allocable pursuant to § 22 (1) No. 6 German Securities Trading Act was 12.22 % on April 1, 2002. 3. In a letter dated April 3, 2002, 3i Europartners II LP, 91 Waterloo Road, London, UK, notified us that its share in the voting rights was 5.11 % on April 1, 2002. 4. In a letter dated April 3, 2002, 3i Europartners II GP Ltd., 91 Waterloo Road, London, UK, informed us that the share in the voting rights attributable to it pursuant to § 22 (1) No. 1 German Securities Trading Act was 5.11 % on April 1, 2002. In a supplemental letter dated May 21, 2002, 3i Europartners II GP Ltd., 91 Waterloo Road, London, UK, informed us that the share in the voting rights of Loewe AG attributable to it and completely allocable pursuant to § 22 (1) No. 1 German Securities Trading Act was 5.11 % on April 1, 2002. Loewe AG 93 2003 5. In a letter dated April 3, 2002, 3i Holdings plc, 91 Waterloo Road, London, UK, informed us that the share in the voting rights of Loewe AG attributable to it pursuant to § 22 (1) German Securities Trading Act was 5.11 % on April 1, 2002. In a supplemental letter dated May 21, 2002, 3i Holdings plc, 91 Waterloo Road, London, UK, informed us that the share in the voting rights of Loewe AG attributable to it and completely allocable pursuant to § 22 (1) No. 1 German Securities Trading Act was 5.11 % on April 1, 2002.” The Company has not received further notifications pursuant to § 21ff. German Securities Trading Act. INFORMATION PURSUANT TO § 161 GERMAN STOCK CORPORATION ACT JOINT DECLARATION BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD OF LOEWE AG PURSUANT TO § 161 GERMAN STOCK CORPORATION ACT REGARDING THE RECOMMENDATIONS OF THE GOVERNMENT COMMISSION OF THE GERMAN CORPORATE GOVERNANCE CODE The Executive Board and Supervisory Board of Loewe AG decided on December 21, 2003 to adapt their declaration of conformity pursuant to § 161 German Stock Corporation Act dated December 10, 2002 to the amendments of the German Corporate Governance Code (Code Version of May 21, 2003) and therefore declare: The recommendations of the Government Commission of the German Corporate Governance Code (Code Version of May 21, 2003) as published in the electronic Federal Gazette on July 4, 2003 have been and will be followed with the following exception: CODE SUB-SECTION 4.2.4, SENTENCE 2 For the protection of privacy, individualized figures concerning the compensation of the members of the Executive Board have not been and will not be published. This statement of compliance has been continuously accessible to the shareholders on the Internet since February 10, 2004. SEGMENT REPORTING The Group’s activities were split into two divisions until 2002 (primary segments as defined by IAS 14), the Home Media Systems division to be continued and the Telecommunications division to be discontinued. The Home Media Systems division is an organizational unit of the subgroup Loewe Opta GmbH, the subgroup Loewe Opta Benelux N.V./S.A., Loewe Opta, Inc., USA, Loewe France S.A. and Loewe Italiana S.r.l. The Telecommunications division was under the aegis of Loewe Telecom GmbH i. L. and was discontinued in 2002. The Home Media Systems division is engaged in global sales of television sets manufactured internally and in cooperative agreements as well as purchased DVD players, stereo systems, video recorders and other products. 2003 94 Annual Financial Statements and Notes. Loewe AG CASH FLOW The cash flow statements of the division to be continued and of the division to be discontinued are shown in detail in the following table. EUR thousands Division to be Division to be continued discontinued Total 2003 2002 2003 2002 2003 2002 – 35,892 18,791 0 0 – 35,892 18,791 25,206 20,989 0 106 25,206 21,095 – 888 Operating activities Profit from ordinary activities plus/minus Depreciation and amortization of non-current assets Book profits (–) on disposals of non-current assets Decrease (–)/increase (+) in pension provisions Income taxes paid Net cash before changes in net current assets Decrease (+)/increase (–) in inventories –5 – 76 0 – 812 –5 – 1,065 441 0 0 – 1,065 441 371 – 8,674 0 0 371 – 8,674 – 11,385 31,471 0 – 706 – 11,385 30,765 8,633 – 9,503 0 6,644 8,633 – 2,859 Decrease (+) in trade accounts receivable and other assets 11,022 6,391 52 4,993 11,074 11,384 446 – 2,435 – 480 – 2,694 – 34 – 5,129 and other liabilities – 2,496 – 6,888 – 160 – 3,278 – 2,656 – 10,166 Changes in net current assets 17,605 – 12,435 – 588 5,665 17,017 – 6,770 6,220 19,036 – 588 4,959 5,632 23,995 – 20,711 – 26,173 0 – 157 – 20,710 – 26,330 – 118 – 90 0 0 – 118 – 90 120 93 0 966 120 1,059 91 80 0 0 90 80 Net cash from investing activities – 20,618 – 26,090 0 809 – 20,618 – 25,281 Free cash flow – 14,398 – 7,054 – 588 5,768 – 14,986 – 1,286 Increase (+) in minority interests 0 129 0 0 0 129 Capital increase 0 490 0 0 0 490 – 6,100 – 6,085 0 0 – 6,100 – 6,085 9,602 400 0 0 9,602 400 0 – 1,166 0 0 0 – 1,166 Net cash from financing activities 3,502 – 6,232 0 0 3,502 – 6,232 Cash-effective change in liquidity – 10,896 – 13,286 – 588 5,768 – 11,484 – 7,518 Composition of liquidity 12/31/03 12/31/02 Increase (+)/Decrease (–) in other provisions Decrease (–) in trade accounts payable Net cash from operating activities Investing activities Payments for purchases of intangible assets and property, plant, and equipment Payments for purchases of financial assets Proceeds from disposals of property, plant, and equipment Proceeds from disposals of financial assets Financing activities Dividend payment Borrowing Repayment of loans Cash and cash equivalents +/– 2,937 3,742 – 805 Short-term bank loans – 21,275 – 10,596 – 10,679 Liquidity – 18,338 – 6,854 – 11,484 Loewe AG 95 2003 STATEMENT OF INCOME BY SEGMENT The segmental results by division are shown below. Division to be Division to be continued discontinued Total January – December January – December January – December EUR thousands Sales Cost of sales Gross margin Selling expenses General administrative expenses Other operating income Other operating expenses Income from participating interests EBIT Interest and similar income Interest and similar expenses Profit from ordinary activities (EBT) Income taxes Net loss/income before minority interests Minority interests Consolidated net loss/income 2003 2002 2003 288,921 376,167 0 – 235,674 – 270,670 0 2002 2003 2002 9,426 288,921 385,593 – 6,628 – 235,674 – 277,298 53,247 105,497 0 2,798 53,247 108,295 – 74,292 – 74,783 0 – 2,235 – 74,292 – 77,018 – 8,795 – 10,944 0 – 653 – 8,795 – 11,597 8,402 8,268 0 366 8,402 8,634 – 11,980 – 7,656 0 – 276 – 11,980 – 7,932 106 171 0 0 106 171 – 33,312 20,553 0 0 – 33,312 20,553 259 313 0 0 259 313 – 2,839 – 2,075 0 0 – 2,839 – 2,075 – 35,892 18,791 0 0 – 35,892 18,791 6,174 – 7,624 0 0 6,174 – 7,624 – 29,718 11,167 0 0 – 29,718 11,167 – 21 – 264 0 0 – 21 – 264 – 29,739 10,903 0 0 – 29,739 10,903 Profit carried forward 17,508 17,690 0 0 17,508 17,690 Dividend payment – 6,100 – 6,085 0 0 – 6,100 – 6,085 17,558 – 5,000 0 0 17,558 – 5,000 – 773 17,508 0 0 – 773 17,508 Appropriations from other retained earnings and capital reserve Distributable loss/profit 2003 96 Annual Financial Statements and Notes. Loewe AG MANAGEMENT BODIES OF THE PARENT COMPANY LOEWE AG SUPERVISORY BOARD The following are members of the Supervisory Board: PROF. DR. EBERHARD SCHEFFLER Auditor, Hamburg, Chairman DR. MARK WÖSSNER former Chairman of the Executive Board and former Chairman of the Supervisory Board of Bertelsmann AG, Munich Deputy Chairman GUIDO ALT Chairman of the Executive Board of Caatoosee AG, Stuttgart (until March 31, 2003) DR. GERHARD HEINRICH Partner and Managing Director of Heinrich & Cie. Unternehmensberatungs GmbH, Frankfurt/Main (as of June 25, 2003) PROF. DR. ROLF-DIETER LEISTER Management Consultant, Lucerne DR. SOENKE MEHRGARDT Member of the Executive Board of Infineon Technologies AG, Munich HELMUT RICKE Businessman, Krefeld Members of the personnel committee are Prof. Dr. Eberhard Scheffler, Dr. Mark Wössner and Mr. Helmut Ricke. The audit committee includes Dr. Soenke Mehrgardt, Mr. Helmut Ricke and Professor Dr. Eberhard Scheffler. Loewe AG 97 2003 EXECUTIVE BOARD The following are Members of the Company’s Executive Board: DR. RAINER HECKER Industrial engineer, Kronach Chairman of the Executive Board DR. BURKHARD BAMBERGER MBA, Kronach THOMAS BENDER MA, Economist, Igensdorf (until May 14, 2003) GERHARD SCHAAS Engineer, Rödental The Executive Board also constitutes the management of Loewe Opta GmbH. The other offices held by members of the Supervisory Board are listed on pages 97 and 98; those held by members of the Executive Board are shown on page 98. Information concerning the shares held by the Company’s management bodies is shown on page 99. The remuneration of the Company’s Executive Board comprises fixed payments (EUR 906 thousand) as well as an annual performance-based variable remuneration (EUR 422 thousand). In financial year 2003, the total remuneration came to EUR 1,328 thousand (2002: EUR 1,578 thousand). The remuneration of the Supervisory Board totaled EUR 182 thousand (2002: EUR 87 thousand). Amounts totaling EUR 781 thousand (2002: EUR 77 thousand) were paid to former members of the Executive Board and to members who had resigned for pensions and for severance packages. The provisions made for pensions came to EUR 979 thousand (2002: EUR 993 thousand). In 2003, Professor Dr. Rolf-Dieter Leister received compensation for consulting services amounting to EUR 64 thousand. Other offices held by members of the Supervisory Board of Loewe AG: PROFESSOR DR. EBERHARD SCHEFFLER Loewe Opta GmbH, Kronach (Chairman of the Supervisory Board) Smurfit Europa Carton AG, Hamburg (Member of the Supervisory Board) Smurfit Verwaltungsgesellschaft mbH, Hamburg (Member of the Supervisory Board) DR. MARK WÖSSNER DaimlerChrysler AG (Member of the Supervisory Board) Douglas Holding AG (Member of the Supervisory Board) Dussmann AG & Co. KG aA, Berlin (Member of the Supervisory Board) eCircle AG, Munich (Chairman of the Supervisory Board) thorborgnet GmbH & Co. KG aA, Frankfurt/Main (Chairman of the Supervisory Board) 2003 98 Annual Financial Statements and Notes. Loewe AG GUIDO ALT (until March 31, 2003) M-W Zander Holding AG (Member of the Supervisory Board) PT Sigma Cipta Carake, Jakarta, Indonesia (Member of the Supervisory Board) DR. GERHARD HEINRICH (as of June 25, 2003) Prevent AG, Hamburg (Member of the Supervisory Board) PROF. DR. ROLF-DIETER LEISTER Loewe Opta GmbH, Kronach (Member of the Supervisory Board) Berlinwasser Holding AG, Berlin (Chairman of the Supervisory Board) BÖWE Systec AG, Augsburg (Member of the Supervisory Board) Deutsche Beteiligungs AG, Frankfurt/Main (Deputy Chairman of the Supervisory Board) DaimlerChrysler Services AG, Berlin (Member of the Supervisory Board) Südwestdeutsche Medien Holding GmbH, Stuttgart (Member of the extended Supervisory Board) ASCOM AG, Bern, Switzerland (Member of the Board of Directors) DR. SOENKE MEHRGARDT Loewe Opta GmbH, Kronach (Member of the Supervisory Board) Xignal Technologies AG, Unterhaching (Member of the Supervisory Board) HELMUT RICKE Loewe Opta GmbH, Kronach (Deputy Chairman of the Supervisory Board) IHH Industrie- und Handelsholding AG, Osnabrück (Deputy Chairman of the Supervisory Board until September 29, 2003) Offices held by members of the Executive Board of Loewe AG: DR. RAINER HECKER Gesellschaft für Unterhaltungs- und Kommunikationselektronik (gfu) mbH, Frankfurt/Main (Chairman of the Supervisory Board) ihk.online&medien.gmbh, Bayreuth (Member of the Supervisory Board) GERHARD SCHAAS SZ Testsysteme AG, Amerang (Deputy Chairman of the Supervisory Board) IGR Interessengemeinschaft für Rundfunkschutzrechte GmbH, Düsseldorf (Deputy Chairman of the Supervisory Board) Loewe AG 99 2003 SHARES HELD BY THE EXECUTIVE BOARD AND SUPERVISORY BOARD ON DECEMBER 31, 2003 As of December 31, 2003, the Executive Board held 581,425 (2002: 581,425) shares in Loewe AG. The Supervisory Board holds 710 (2002: 1,260) shares. Kronach, March 16, 2004 The Executive Board Dr. R. Hecker Dr. B. Bamberger G. Schaas 2003 100 Independent Auditor’s Report. Loewe AG INDEPENDENT AUDITOR’S REPORT We have audited the consolidated financial statements prepared by Loewe AG, Kronach – consisting of the balance sheet, income statement, statement of changes in shareholders’ equity, cash flow statement, notes and segment reporting for the business year from January 1 to December 31, 2003. The preparation and content of the consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion, based on our audit, as to whether the consolidated financial statements are consistent with the International Accounting Standards (IAS). We conducted our audit of the consolidated financial statements in accordance with the International Standards on Auditing (ISA), German auditing principles and the German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW/Institute of German Auditors). Those standards require that we plan and perform the audit such that we can detect with reasonable assurance whether the consolidated financial statements are free of material misstatements. The evidence supporting the disclosures in the consolidated financial statements is examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements give a true and fair view of the net assets, financial position, results of operations and cash flows of the Group during the business year in accordance with the International Accounting Standards (IAS). Our audit, which covered the Group management report prepared by the management for the business year from January 1 to December 31, 2003, has not led to any reservations. In our opinion, the Group management report on the whole provides a suitable understanding of the Group’s position and suitably presents the risks of future development. Furthermore, we confirm that the consolidated financial statements and the Group management report for the business year from January 1 to December 31, 2003 meet the requirements exempting the Company from the obligation to prepare consolidated financial statements and a Group management report in accordance with German law. Mönchengladbach, March 16, 2004 Abstoß & Wolters OHG Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft Grage Straaten Auditor Auditor Loewe AG 101 2003 FINANCIAL CALENDAR PUBLICATION OF THE KEY FIGURES FOR THE 2003 FINANCIAL YEAR Monday, January 26, 2004 PUBLICATION OF THE 2003 FINANCIAL STATEMENTS OF THE LOEWE GROUP Friday, March 26, 2004, 9.30 a.m., Munich DVFA ANALYSTS’ CONFERENCE Friday, March 26, 2004, 4.00 p.m., Frankfurt/Main PUBLICATION OF THE Q1 2004 REPORT (JANUARY 1, 2004 – MARCH 31, 2004) Conference call at 10.00 a.m., Wednesday, May 12, 2004 FIFTH ANNUAL SHAREHOLDERS’ MEETING OF LOEWE AG Wednesday, June 23, 2004, 11.00 a.m., Munich, Forum Hotel PUBLICATION OF THE Q2 2004 REPORT (JANUARY 1, 2004 – JUNE 30, 2004) Conference call at 10.00 a.m., Thursday, August 12, 2004 PUBLICATION OF THE Q3 2004 REPORT (JANUARY 1, 2004 – SEPTEMBER 30, 2004) Conference call at 10.00 a.m., Wednesday, November 10, 2004 PUBLICATION OF THE KEY FIGURES FOR THE 2004 FINANCIAL YEAR Conference call at 10.00 a.m., Monday, January 24, 2005 2003 102 Glossary. Loewe AG HOME MULTIMEDIA TELEVISION’S FUTURE TODAY. TELEVISION, THE INTERNET AND MULTIMEDIA ARE STEADILY GROWING CLOSER TOGETHER. AN ENTIRELY NEW WORLD OF ENTERTAINMENT, INFORMATION AND COMMUNICATION IS EVOLVING, AND IT COVERS AN INCREDIBLY BROAD SPECTRUM OF GOODS AND SERVICES. INTELLIGENT LOEWE TECHNOLOGY OPENS THE DOOR TO THIS NEW AND FASCINATING WORLD AND TRANSFORMS VISIONS INTO REALITY. 100 HZ TECHNOLOGY TV images are transmitted with a frame repetition rate of 50 Hz. The digital 100 Hz technology doubles ING DVB – DIGITAL VIDEO BROADCAST- the frame frequency so that large picture areas are As a standard for digital television, DVB regulates the transmitted flicker-free – the optimal condition for transmission and reception of TV and radio content no-fatigue viewing pleasure. 100 Hz televisions from in digital form. To receive these programs, the Loewe Loewe combine digital 100 Hz technology with the digital TV upgrade kits contain not only a sat or twin- 8 bit digital technology of the equipment chassis. Many sat receiver with an analog tuner and a second digi- expensive analog circuit elements can be eliminated. tal/analog combination tuner, but also an MPEG-2 A microprocessor monitors the preset default values decoder card. The decoder card converts the digital and counteracts possible aging. This means that the data back into pictures and sounds of the highest picture quality stays at a top-notch level for a long quality. time. DIGITAL TV UPGRADE KIT HIGH-SPEED INTERNET OnlinePlus is very well prepared for the rapid develop- The 2 Sat-CI P or Twin-Sat-CI P digital upgrade kits ment of the online networks. In addition to the inte- open up the total spectrum of freely accessible grated ISDN card and the possibility to connect an unencrypted digital satellite channels (Digital Video external analog modem via the serial connector, DSL Broadcasting Satellite). Furthermore, via the common modems or cable modems can also be connected interface and using the properly cleared smart card, via the integrated LAN interface for the use of high- they make it possible to receive encrypted digital pro- speed Internet. Of course, TV-OnlinePlus can also gramming including Premiere. In addition, all digital TV be integrated into an existing cable network via the upgrade kits starting with MediaPlus-Chassis Q 2500 LAN interface in order to use the Internet. offer an additional 1,270 channels – besides the 200 regular channels – so that with a total of 1,470 HOME CINEMA memory locations, there is an adequate long-term The combination of a large screen television in reserve, even with the rapidly growing availability of 16:9 wide screen format and the surround sound from channels. several speakers conveys the atmosphere of cinema at home. Maximum picture and sound quality is achieved when playing back films recorded on DVD. Loewe AG 103 2003 INTERNET GLOSSARY MEDIAPLUS CHASSIS As the basis of the top-of-the-line Loewe televisions, HOMESERVER the MediaPlus chassis offers services such as split OnlinePlus can be connected to a HomeServer, from screen, PCS Plus and EPG (electronic program guide). GIRA for example, via the LAN interface of the module. Moreover, MediaPlus makes it possible to upgrade your The HomeServer is used to control and monitor domes- TV set individually by integrating the upgrade kits for tic infrastructure based on the European Installation digital TV, Sat/Twin-Sat, OnlinePlus, VGA, Dolby Digital, Bus (EIB). TV-Online can be used, for example, to wireless audio, wireless home automation and the control blinds, lighting, heat and even security systems MultiMedia kit. via a user interface suitable for a television. If you have detailed questions concerning HomeServer or EIB, ONLINEPLUS UPGRADE KIT An integrated OnlinePlus upgrade kit makes it possible please contact your electrician or GIRA directly. to use Internet applications such as Loewe Channel LOEWE CHANNEL (the portal to the Worldwide Web), e-mail and news- The Loewe Channel is an Internet-based service for groups. the users of TV-OnlinePlus and the MultiMedia kit. With the content tailored to TV, you use a simple and WIRELESS HOME AUTOMATION straightforward navigation bar to select TV program It makes it possible to conveniently operate many tips, current news and financial, entertainment and wireless-based electrical devices in the home such as sports news, a detailed search engine and your person- the control of lighting systems, awnings and blinds alized My Channel. You can use the Loewe Channel via a TV screen menu and/or the remote control. via any conventional PC with an Internet connection: http://channel.loewe.de. ZAP2WEB This function of OnlinePlus makes it possible for you to retrieve Internet pages while a program is playing on your TV by pressing a button. In cooperation with ZDF, Internet addresses related to the program showing on the screen are sent to you free of charge and displayed in the TV menu. When you press the HMM button on your remote control, OnlinePlus automatically establishes a connection with the Internet address that was sent. Of course, you can continue to watch the current TV program in PiP and obtain important additional information from the Internet at the same time. 2003 104 Contacts. Loewe AG CONTACTS Loewe AG Industriestrasse 11 D-96317 Kronach PO Box 1554 D-96305 Kronach Investor Relations: +49 (0) 92 61/99-984 Email: ir@loewe.de Fax: +49 (0) 92 61/99-994 Public Relations: +49 (0) 92 61/99-477 Email: presse@loewe.de Customer Care Center: +49 (0) 18 01/22 25 63 93 Email: ccc@loewe.de Telephone switchboard: +49 (0) 9261/99-0 Internet: www.loewe.de Ticker symbol: LOE WKN: 649410 ISIN code: DE 0006494107 Loewe shares are traded in the Prime Segment of the German Stock Exchange. Indices: ® Classic All share® Prime All share CDAX® In addition to the annual report, Loewe publishes interim reports on a quarterly basis (reviewed by the auditor) that include the consolidated financial statements. The quarterly reports are complemented by conference calls with journalists and analysts. PUBLICATION CREDITS Published by: Loewe AG, Kronach Design: Kuhn, Kammann & Kuhn AG, Cologne/Munich Photography: Fotostudio Gick, Michelau (p. 2) English translation: ETS-English Translation Services GmbH, Frankfurt Typesetting: Zerres GmbH, Leverkusen Printing: Druckhaus Kirchner, Kirchlengern