Annual Report 2015
Transcription
Annual Report 2015
DIEHL Annual Report 2015 In Grateful Commemoration Dipl.-Kfm. Peter Diehl * March 12, 1949 ✝ February 6, 2016 Key Business Figures Balance sheet (on Dec. 31) Balance sheet total Gross liquidity Net liquidity Equity 2015 Mio € 2014 Mio € 2,339.4 407.1 212.8 539.5 2,228.4 395.1 186.7 531.3 Sales 3,108.5 3,039.1 Investment volume 117.1 96.0 R&D expenses 264.9 293.2 Income (as a percentage of sales) Net operating income EBIT EBITDA Net income for the year 84.0 180.4 262.7 37.1 Employees (on Dec. 31) 2 15,889 (2.7) (5.8) (8.5) (1.2) 134.1 193.9 274.7 80.0 16,297 (4.4) (6.4) (9.0) (2.6) CONTENTS Highlights4 Corporate Management 5 Overview of the Diehl Group 6 Group Management Report of Diehl Verwaltungs-Stiftung Fiscal Year 2015 8 Basic Economic Conditions 8 Business Development of the Diehl Group 9 Special Aspects of the Financial Situation and Risk Management 10 Advance Investments 10 Corporate Legal Changes 11 Metall 12 Controls 14 Defence 16 Aerosystems 18 Metering 20 Opportunities, Risks and Outlook 22 Employees24 Environment26 Beyond Daily Business 27 Consolidated Financial Statements 29 Supervisory Board Report 51 From the History of the Diehl Group 52 3 Highlights Increase in corporate sales – Income Lower metal prices prevented sales growth Sales in the Aerosystems Corporate affected by high pension reserves in the Metall Corporate Division. An Division again grew strongly as the increase in sales could, however, be productions rates of both large aircraft In fiscal year 2015, the Diehl Group achieved primarily with new products in the manufacturers – Airbus and Boeing – conti- achieved sales of € 3,108.5 million, thus € rods and tubes segment and with synchro- nued to rise. In particular, production 69.4 million or 2.3% more than in the year nization packages in the forgings business ramp-up of the Airbus A350 XWB program, before. Controls and Aerosystems saw field. Diehl Metal Applications (DMA) saw a in which Diehl is involved with 15 work distinct growth, Metering was slightly above decline in sales due to lower copper prices packages and thus one of the largest the 2014 figure whereas Metall – due to in the rolled products segment. suppliers of this type, was of importance for Aerosystems. FY 2015 was marked by lower metal prices – and Defence dropped below the previous year‘s level. The number The Controls Corporate Division numerous organizational optimizations in of employees decreased by 408 persons – achieved a distinct rise in sales with the corporate division. or 2.5% – to 15,889. two-digit growth rates in all business units. This was accounted for by further series The Metering Corporate Division In 2015, the net operating income amoun- start-ups at our customers in America, achieved a slight sales growth in the year ted to € 84.0 million (€ 134.1 million in Europe and Asia. The newly founded Diehl under review. Demand in the Middle East 2014). The decline was due above all to Connectivity Solutions GmbH is the point of and Caribbean markets was distinctly additional accruals for pensions necessary contact for the household appliance higher whereas the markets in China and because of falling interest rates. Operating industry and energy providers in terms of Brazil fell short of expectations. When improvements achieved are concealed by energy and equipment management. looking at customer segments, growth mainly concentrated on the water provider this effect. Through the sale of its vehicle business, the Diehl Defence Corporate Division has contributed to consolidating the German land systems industry. Business development was weaker above all at Diehl BGT Defence and Junghans Microtec whereas AIM Infrarot-Module GmbH achieved a slight increase in sales. Defence sales should now have bottomed out. 4 segment. Corporate Management The limited partnership Diehl Stiftung & Co. KG is managed by Diehl Verwaltungs-Stiftung, the general partner. Executive Board and Supervisory Board are the organs of Diehl Verwaltungs-Stiftung. Supervisory Board Dipl.-Ing. Karl Diehl († January 19, 2008) Honorary Chairman Dr. rer. pol. Klaus Maier Chairman RA Werner Diehl Deputy Chairman Dipl.-Kfm. Peter Diehl († February 6, 2016) Deputy Chairman Dr.-Ing. E.h. Thomas Diehl Dr. rer. nat. Herbert Fehrecke (from May 1, 2016) RA Karlhermann Jung Executive Board Capital spending rises again – R&D expenses return to normal In the year under review, total capital spending in the Diehl Group amounted to € 117.1 million, thus clearly exceeding the previous year‘s value of € 96.0 million which was already high in a multi-year comparison. At € 264.9 million, R&D expenses were distinctly below the 2014 figure. This was attributable to the completion of the Airbus Dr.-Ing. E.h. Thomas Diehl President and Chief Executive Officer Corporate Department Technology Dipl.-Wirtsch.-Ing. Wolfgang Weggen Executive Vice President Corporate Department Finance and Controlling Dipl.-Kfm. Claus Günther Corporate Division Defence A350 XWB large-scale program, which restored development costs to a normal level. Dipl.-Kfm. Frank Gutzeit Corporate Division Metering Dipl.-Ing. (FH) Dieter Neugebauer Corporate Division Controls Prof. Dr.-Ing. Heiner Otten Corporate Division Metall (until March 31, 2015) Dr.-Ing. Heinrich Schunk Corporate DivisionMetall (from April 1, 2016) Dipl.-Kfm. Dr.-Ing. Martin Sommer Corporate Department Human Resources Dipl.-Ing. (FH) Rainer von Borstel Corporate Division Aerosystems Senior Vice President Dr. rer. pol. Herbert Wust Corporate Affairs Organizational status as of June 2016 5 Overview of the Diehl Group Corporate Divisions Diehl Metall Stiftung & Co. KG Division Board Dr.-Ing. Heinrich Schunk (P) (from 01.04.2016) Dipl.-Ing. (FH) Werner Reinl (P) (until 31.03.2016) Prof. Dr.-Ing. Heiner Otten (P) (until 31.03.2015) Dipl.-Kfm. Rainer Wehn Diehl AKO Stiftung & Co. KG Division Board Dipl.-Ing. (FH) Dieter Neugebauer (P) Josef Fellner Diehl Defence Holding GmbH Division Board Dipl.-Kfm. Claus Günther (P) Dipl.-Bw. Thomas Bodenmüller Dr. Rainer Kroth Dipl.-Ing. (BA) Helmut Rauch Diehl Aerosystems Holding GmbH Division Board Dipl.-Ing. (FH) Rainer von Borstel (P) Dipl.-Ing. (FH) Hans-Peter Traber Dr. rer. pol. Christoph Weigand Diehl Metering GmbH Division Board Dipl.-Kfm. Frank Gutzeit (P) Inf.-Bw (VWA) Thomas Gastner Bw. (FH) Jean-François Marguet Dr.-Ing. Robert Westphal P = President 6 Diehl Metall Messing Diehl Metall Schmiedetechnik Röthenbach a d Pegnitz Diehl Augé Découpage Besançon/France Diehl do Brasil Metalúrgica São Paulo/Brazil Diehl Metal India Pune/India Diehl Metall (Shenzhen) Shenzhen/China Diehl Power Electronic Siaugues Sainte-Marie/France Diehl Metal Applications Berlin Teltow Diehl AKO Wangen Nürnberg Diehl Controls Polska Namysłów/Poland Wroclaw/Poland Diehl Defence Holding Überlingen Office Abu Dhabi/U.A.E. Office Bangkok/Thailand Office Koblenz Office Berlin-Steglitz Diehl Controls (Nanjing) Nanjing/China Diehl Controls North America Naperville, Illinois/USA Diehl Controls Mexico Querétaro/Mexico Diehl & Eagle-Picher Röthenbach a d Pegnitz Diehl Raytheon Missile Systeme Überlingen AIM Infrarot-Module Heilbronn Diehl BGT Defence Überlingen Röthenbach a d Pegnitz Nonnweiler Diehl Aerosystems Office Abu Dhabi/U.A.E. Office Seattle, Washington/USA Apparatebau Gauting Oberpfaffenhofen Dresden Diehl Metering/Deutschland Ansbach Nürnberg Apolda Diehl Metering/China Jinan Diehl Aerospace Überlingen Frankfurt am Main Nürnberg Donauwörth Hamburg Rostock Seattle, Washington/USA Toulouse/France Sterrett, Alabama/USA Diehl Gas Metering Ansbach Diehl Metering/Dänemark Esbjerg Diehl Metering/Großbritannien Rochdale Diehl Metering/V.A.E. Dubai Diehl SynchroTec Manufacturing Wuxi/China Diehl Werkzeugbau Seebach Seebach Franconia Industries Meriden, Connecticut/USA SMH Süddeutsche Metallhandelsgesellschaft Röthenbach a d Pegnitz Sundwiger Messingwerk Hemer The Miller Company Meriden, Connecticut/USA ZIMK Zehdenick Innovative Metallund Kunststofftechnik Zehdenick Diehl Connectivity Solutions Nürnberg DynITEC Troisdorf PARSYS Schrobenhausen EuroSpike Röthenbach a d Pegnitz RAM-System Ottobrunn JUNGHANS Microtec Dunningen JUNGHANS T2M La Ferté Saint Aubin/France Diehl Aerospace Asia Pacific Singapore Diehl Aircabin Laupheim Hamburg Tianjin/China Toulouse/France Nyírbátor/Hungary Diehl Metering/Österreich Wien Diehl Metering/Polen Bażanowice Diehl Comfort Modules Diehl Service Modules Hamburg Diehl Metering/Singapur Diehl Metering/Spanien Madrid Diehl Metering/Frankreich Saint-Louis Nanterre Villeurbanne Organizational status as of June 2016 7 Group Management Report of Diehl Verwaltungs-Stiftung Fiscal Year 2015 Sales – € million – Sales by Corporate Divisions – € million – 2,929 2,8302,905 3,0393,108 Metall 850 (852) Controls 475 (403) 27.3% 15.3% 13.0% Defence 405 (488) Aerosystems 1,057 (975) Metering 310 (308) 10.0% 0.4% 34.0% Other 11 (13) 2011 20122013 20142015 (previous year) Basic Economic Conditions For years, the German national economy lacks stimulating impulses from important has seen low growth rates so that fluctuati- trading partners, due above all to the on took place above all behind the comma. decreasing dynamics in China, the After a real growth rate of 1.6% in the weaker demand from Russia and the previous year, the gross domestic product recession in Brazil. Against this background, grew by 1.7% in 2015 after all. Develop- the originally optimistic forecasts for the ment over the course of the year was economic development in Germany in 2016 characterized by minor ups and downs are just being revised downwards – growth while doubts about the further economic is expected to be at best at the previous development diminished again somewhat as year‘s level. Despite the low growth rates, domestic demand was rather strong more the economic development was astonish- recently – which was certainly due to the ingly immune to the crises of past years. continued good development on the labor Should the refugee crisis, however, escalate market, the low oil price and above all the into a real crisis of the EU, and the Schen- zero interest rate policy which has boosted gen Agreement be subjected to strong consumption in the absence of any interest restrictions, perhaps accompanied by a income for secure investments. However, Brexit, European integration would get into that which may be good for the economy in reverse, probably with considerable the short term involves considerable risks negative effects on the economies of the over the long run. Misallocation of resour- EU countries. All forecasts for the further ces, redistribution for the benefit of debtors economic development are thus subject to and at the expense of savers, inflation and the reservation that the EU will finally prove real-estate bubble are the associated to be able to act. catchwords. Owing to its strong dependence on exports, the German economy- 8 Employees by Corporate Divisions Employees 13,974 14,369 14,520 16,297 15,889 Metall 3,311 (3,281) Controls 3,258 (3,137) 20.8% 20.5% Defence 2,315 (2,832) 14.6% Aerosystems 4,576 (4,585) Metering 1,890 (1,914) Übriges 539 (548) 11.9% 3.4% 28.8% 2011 2012 2013 2014 2015 (previous year) Business Development of the Diehl Group Sales and income figures are major control division where this was largely due to the parameters for business development on a sale of Diehl Defence Land Systems to corporate level: Krauss-Maffei Wegmann. Only Controls notably increased its workforce as it had to In fiscal year 2015, corporate sales of € expand its capacities in Poland and Mexico 3,108.5 million were generated, thus € 69.4 to cope with its distinctly higher business million or 2.3% more than in the year volume. The number of employees also before but just fell short of the € 3.2 billion rose slightly at the Metall division because expected last year. Development of the – without the metal value share – the individual corporate divisions was very processing proceeds relevant for value different though. Whereas Metall sales were creation slightly increased. The personnel slightly below the previous year‘s level strength of Metering and Aerosystems because of the lower copper prices over slightly decreased. 2014 and Metering only recorded little growth, Controls and Aerosystems both The net operating income amounted to € saw strong growth. Owing to program-rela- 84.0 million (€ 134.1 million in 2014). Thus, ted effects, Defence sales were distinctly the goal budgeted for 2015 was not below the previous year‘s figure but should achieved as a result of lower sales. The now have bottomed out. decrease over the prior year was due above all to the heavy burden imposed by the By December 31, the number of employees additional accruals for pensions made had decreased slightly by 408 persons, or necessary by the fallen discount interest 2.5%, to 15,889. The reduction was almost rate. Operating improvements achieved are exclusively attributable to the Defence concealed by this effect. This measure is a legally fixed set-up of hidden reserves which will be reversed when interest rates turn around and go up again. 9 Group Management Report 2015 Investments – € million – R&D Expense – € million – 80.5 72.2 87.1 96.0 117.1 279.5 295.7 307.9 293.2 264.9 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 Special Aspects of the Financial Situati- achieved, overcompensating for the negative project run-up, it expanded its capacities and on and Risk Management cash flow from investing and financing activi- continued to expand its Hungarian location. ties totaling € 119.0 million. Investments in the Defence corporate division focused on Diehl BGT Defence in Überlingen, The corporate group‘s balance-sheet total rose by € 111.0 million to € 2,339.4 million. The Diehl Group has to cope with metal price especially diverse missile projects. A substan- On the assets side, this mainly results from fluctuations, above all the copper quotation, tial increase was also recorded by Metering at the high net increase in tangible assets of € as well as the development of foreign curren- its locations in France and Germany for set-up 38.0 million. The rise in current assets is due cies, the U.S. dollar being of prime import- of new production lines. Controls concen- above all to an increase in inventories of € ance. The metal price risk is accommodated trated its investments on further worldwide 37.6 million on account of advance expen- especially by hedging in the form of futures capacity build-up, in particular in Poland. The ditures. Deferred taxes on the assets side contracts for the primary metals copper and focus of Metall investments was on set-up of rose by € 23.4 million especially because of zinc at the London Metal Exchange. The cor- a production line for steel synchronizer rings interest parameter changes regarding the porate finance department of Diehl Stiftung in Wuxi (China). pension reserves. On the liabilities side, the & Co. KG averts the dollar risk based on a de- shareholders‘ equity rose from € 531.3 million fined strategy in line with market conditions, At € 264.9 million, R&D expenses were to 539.5 million. Thus, the equity ratio now is using derivative financial instruments. distinctly below the previous year‘s level (€ 293.2 million), which was due to the fact 23.1%. The strong rise on the liabilities side is accounted for by additional accruals in the Advance Investments that the development costs at Aerosystems returned to normal again after the work in amount of € 69.6 million and dominated by the increase in accruals for pensions due to In the year under review, the group‘s invest- the Airbus A350 XWB large-scale program the changed interest parameters. ment volume (addition to tangible assets/ was completed. A significant increase in intangible assets) amounted to € 117.1 million, development expenses was recorded at The cash flow statement was for the first thus clearly exceeding the previous year‘s Controls which was concerned above all with time prepared according to the German value (€ 96.0 million) which was already high customer-specific application developments of Accounting Standards DRS 21. Cash holdings in a multi-year comparison. Aerosystems, electronic controls for household appliances rose from € 374.4 million to € 389.8 million. Defence and Metering considerably increased as well as set-up of its new Decentralized An operating cash flow of € 134.2 million was their investments over the prior year. With an Energy Management business field. Metall addition to inventories of € 34.7 million, the centered on developing temperature- and Aersosystems corporate division accounted wear-resistant as well as lead-free materials for the biggest share of the overall volume. and the order-related new development of In the course of the Airbus A350 XWB steel synchronizer rings. Defence concen- 10 trated on expanding its system capability appliance industry and energy providers in in ground-based air defence as well as on terms of energy and equipment manage- further development of technologies for the ment. At the end of the year, Diehl also foun- submarine-launched IDAS missile. Metering ded Diehl Ventures GmbH to support start-up finally focused on the further development companies. The company looks for young of ultrasonic technology, the improvement companies with great innovative potential and of test technology and the expansion of the will provide capital and support, as required. radio system as well as the range of software In this way, we want to secure access to new offered. technologies, test new business models, open up new markets or customer segments and Corporate Legal Changes profit from the innovation-promoting start-up culture. The reporting period again saw some important corporate legal changes: At the beginning of the new fiscal year, the Metering corporate division leased the With effect from the beginning of 2015, the business operations of the Nürnberg-based operating business of Diehl Defence Land Diehl Metering Systems GmbH to the Ans- Systems GmbH was sold to a subsidiary bach-based Diehl Metering GmbH to reduce of Krauss-Maffei Wegmann. Thus, Diehl organizational complexity. The Hungarian contributed to consolidating the German land subsidiary MOM was also sold in early 2016 systems industry and will in the future con- by way of a management buyout as market centrate on its core business in the fields of conditions in Hungary proved to be difficult missiles, intelligent munition as well as target over the long term. engagement and protection. At the end of the fiscal year, the Controls corporate division Details about the described general business established the Diehl Connectivity Solutions development are provided in the following for GmbH (DCS) which is to integrate the new the individual corporate divisions: Decentralized Energy Management business field. Various applications for an intelligent home are networked in a central cloud. DCS will be the point of contact for the household 11 Group Management Report 2015 Metall Sales – € million – 852 850 The Metall Corporate Division essentially for the first time be sold to the Non- achieved level sales. Growth was hindered European automotive industry. Approval of solely by the copper prices which were the large-scale investment in a horizontal almost 4% lower on an annual average. extrusion press was of great importance to Without this effect, the division would have the Röthenbach site. seen slight growth. 2014 2015 Employees 3,281 2014 3,311 2015 With its drop-forged parts and synchronizer The rods and tubes segment manufactures rings, the forgings segment is a global- high-quality semi-finished metal products ly successful partner of the automotive at its Röthenbach site. The product range industry with system competence in the covers both standard brasses and inno- optimization and development of tailor- vative alloys for highly complex technical made solutions for automotive transmis- applications. Thus, the segment is the part- sion systems. Besides the classical brass ner of the heating and sanitary-equipment synchronizer rings, the product portfolio industry, the electrical industry and the also comprises steel synchronizer rings with automotive sector as well as the mechani- innovative coatings as well as components cal-engineering and apparatus-engineering for the sanitary equipment, electrical and industry. Although the market began to construction industries. Sales generated calm down in the second half of the year, with synchronization packages exceeded which necessitated capacity adjustments in the previous year‘s level but could not individual production areas by the end of prevent capacity adjustments in some the year, an overall increase in sales could areas in the last quarter of 2015 as the be achieved, thanks also to the quantitative number of orders decreased. Especially the growth with new products. For example, demand in China declined strongly in the AQCUARIN is a convincing corrosion-re- second half of the year and the Brazilian sistant brass material for drinking-water automotive market actually developed dra- applications, which meets the stringent matically. Not even public subsidy programs hygienic requirements throughout Europe. to strengthen demand had any effect. The new TEC.PURE product – a lead-free and wear-resistant brass material – could 12 Marie Duvivier, Quality Project Manager, controls component manufacture for electric and hybrid cars at Diehl Metall in France. Diehl Metal Applications (DMA) with After a positive start into the year 2016, it electroplating and stamping production at is to be expected that processing proceeds the locations in Berlin, Brandenburg and will again exceed last year‘s figure. The France, a rolling mill in Germany as well as expected growth will primarily result from slitting centers in China and the U.S. covers the marketing of steel synchronizer rings the entirely integrated value chain, from in China and Europe as well as from parts alloy development to future-oriented me- deliveries in the field of alternative drives tal-plastic compound systems for electronic and vehicle electrification. and electro-technical applications. Sales in this business field were distinctly below the prior year‘s figure. Half of this decline was accounted for by the rolled-products field comprising Sundwiger Messingwerk as well as the two slitting centers, The Miller Company (U.S.A.) and Diehl Metal Shenzhen (China). The decline in rolled-product sales was exclusively due to the lower copper prices, and there was slight growth in production. Lower sales at the Berlin site were due above all to reduced preciousmetal sales. By contrast, the Zehdenick site developed favorably, securing growth with alternative drive technology in the field of e-mobility with increasing industrialization of production. The business volume of the two DMA locations in France, Diehl Augé Découpage and Diehl Power Electronic, did not reach the previous year‘s level because of fewer deliveries to the semiconductor industry as a result of reduced demand. Lionel Delmas, Process Chemistry Technician, works on modern coating processes for the automotive industry at Diehl Metall in France. 13 Group Management Report 2015 Controls Sales – € million – 403 2014 475 2015 Employees 3,137 3,258 The Controls corporate division again Distinct growth was also achieved by the achieved a distinct increase in sales, with Appliance Asia business unit (Diehl Controls two-digit growth rates in all business units. Nanjing) in the Chinese market and by the This is attributable to further series start- Appliance Americas business unit with the ups with our customers in the three regions companies Diehl Controls North America America, Europe and Asia. and Diehl Controls Mexico. After the prior year‘s reorganization, Diehl Controls North The Appliance Europe business unit with America concentrated on its role as sales the companies Diehl AKO and Diehl Controls office; all other functions, such as develop- Polska profited from the positive consump- ment, were transferred to Mexico. tion climate in its markets and achieved 2014 14 2015 notable growth. With customer-specific The relatively new „Decentralized Ener- application developments of electronic gy Management“ business field is to be controllers for stoves, washing machines, integrated into the newly founded Diehl dryers, dishwashers and refrigerators, Connectivity Solutions GmbH (DCS). The Diehl Controls is significantly involved in new company is the point of contact for the developing the latest equipment genera- household appliance industry and energy tions. In the year under review, Diehl AKO providers in terms of energy and equip- in Wangen emerged as overall winner of ment management. DCS offers energy the „Factory of the year / Global Excellen- providers an online platform to influence ce in Operations“ competition and was supply and demand with the objective of awarded the First Prize. This is the hardest peak load reductions in the mains. Initial benchmark contest for the manufacturing series start-ups took place in the year un- industry in Germany and Europe. der review. Development concentrated on Bruno Fuhge is Innovation Engineer at Diehl Controls in Germany. self-consumption systems with photovoltaic inverters, new battery storage devices and possible smart-home components, combined with future-oriented operating and control functions. Smart energy management systems, together with appropriate thermal storage systems, can make a major contribution to managing the energy turnaround. Consolidation among the large household appliance manufacturers will continue in the current fiscal year with the planned takeover of General Electric‘s household appliance segment by Haier after Whirlpool took over Indesit and Bosch took over the Siemens shares in BSH in 2015. The pricing pressure on the supplier industry is increasing as the market power of the remaining OEMs rises. Our ongoing improvement programs at all production sites worldwide ensure the required competitiveness. The Controls corporate division expects further sales growth in the current fiscal year in Europe and Asia, which will, however, slow down distinctly. As Engineering Change Master, Dulce López is in charge of product change implementation at Diehl Controls in Mexico. 15 Group Management Report 2015 Defence Sales – € million – 488 2014 405 2015 Employees 2,832 2,315 The divestment of Diehl´s vehicle business to develop favorably. The demonstration of caused a drop in sales and contributed the Vulcano artillery ammunition´s technical to the consolidation of the German land maturity marked a decisive milestone on systems industry. Moreover, with overall the way to joint German-Italian qualifica- restrained demand in the business fields of tion. A risk minimization study conducted air defence, missiles, ammunition as well in preparation of series installation of the as surveillance and protection systems, laser-based protection system DIRCM for constituting focal points of Diehl Defence, the military A400M transport aircraft was the division´s sales volume decreased again concluded successfully. over the previous year. Junghans Microtec GmbH, with its French 2014 2015 Above all Diehl BGT Defence – system subsidiary Junghans T2M S.A.S., is a lea- house for missiles, air defence and intel- ding supplier of ammunition fuzes and safe/ ligent munition – accounted for the weak arm units for rockets, missiles, guided mu- business development. The selection of nition, shoulder-fired weapon systems and IRIS-T SL as a so called secondary missile torpedoes. The decline in export business for the Tactical Air Defence System of the with the U.S. and Britain as well as the Bundeswehr provides an important boost postponement of deliveries to the following increasing the prospect of follow-up con- year overall led to a decline in sales over tracts in export as well. The same applies 2014. for the successful operational suitability test of the RBS15 Mk3 heavy-weight anti-ship missile on the new corvette K130 of the German Navy. The international retrofit business with Sidewinder missiles continues 16 Jörg Rümmelin, head of Controlling, is in charge of finances at Diehl Defence in Germany. The subsidiary AIM Infrarot-Module GmbH bilities in the context of the Bundeswehr´s persistently pushed ahead with its deve- structural reform. Thanks to technology lopment activities in all business segments leadership in its business fields, Diehl to secure its international top competitive Defence is confident of being able to offer position among the component suppliers innovative equipment solutions to armed for thermal imagers and rocket seekers. and security forces to cope with global Acquisition efforts continued to focus security missions and thus remaining an on expanding relations with European indispensable partner of the Bundeswehr. partners to increase the market share of Slight sales growth is expected for the direct business with system or equipment current fiscal year. customers. Furthermore, the sales activities concentrated on the Asian market and on new customers/programs in the U.S. In addition to the military market, the company also profits from space-based applications of infrared technology as another main pillar. Overall, a slight increase in sales was achieved. In view of prevailing domestic and international market conditions, product-specific cooperation with varying partners remains a central part of our strategy. In recent Tanja Müller works as Quality Project Manager for Diehl Defence in Germany. years, Diehl Defence has consistently enhanced its market position and aligned its product range with the reappraised capa- 17 Group Management Report 2015 Aerosystems Sales – € million – 975 2014 1.057 2015 Employees 4,585 2014 18 In the year under review, the Aerosystems Business development of the Aerosystems corporate division achieved a distinct in- division in 2015 was marked by the pro- crease in sales as the aviation industry con- duction rump-up of the A350 XWB in which tinued its growth course. In view of a new Diehl is involved with 15 work packages backlog record of a total of 12,626 aircraft and thus one of the largest suppliers of this at the end of 2015, the production rates of type. After the launch customer Qatar Air- the two large aircraft manufacturers Airbus ways received the first aircraft at the end of and Boeing rose again, to 635 planes at the previous year, another 14 planes were Airbus and to 762 at Boeing. delivered in 2015. Airbus plans to increase 4,576 2015 the annual output rate to 60 in the current Demand for aircraft is dominated by the fiscal year and to more than 100 in the segments with up to 200 passengers as years to come. To manage this rump- well as long-range, wide-body aircraft. At up, Diehl Aerosystems has expanded its Airbus, this concerns the A320 family as production capacities as planned: at the well as the A330 and A350XWB planes, at Nyírbátor site of the Hungarian subsidiary Boeing the Boeing 737, 787 and 777 planes. Diehl Aircabin Hungary, a new production However, demand for the even larger building was erected and put into ope- Airbus A380 and Boeing 747-8 falls short ration. The foundation stone for a highly of expectations. In 2015, ten years after modern logistics center was laid at the the maiden flight of an Airbus A380, only Laupheim site of Diehl Aircabin at the end 27 aircraft were delivered. So the annual of 2015. The business unit AOA Apparate- production rate is scheduled to be reduced bau Gauting GmbH initially consolidated further. At present, 140 orders are still on in the previous year, relocated a complete hand. However, a new and more economi- plant from Gauting to Oberpfaffenhofen. cal version of the A380 is being discussed. This step is also related to the rump-up of A decision is still to be made. the A350 program. Annika Nieß does an apprenticeship as mechatronics technician at Diehl Aircabin in Laupheim to prepare for her career. Business development in the military mar- total of 300 employees moved in at the end ket segment is dominated by the A400M of 2015. Another objective of organizational program. Overall, deliveries of the military optimization is the joint performance of transport aircraft fall short of expectations. important functions on corporate-division In mid-December 2015, the German Air level, such as sales and program manage- Force received the third A400M out of five ment. planned for the reporting period. Moreover, the tanker aircraft KC-46A from Boeing met The Aerosystems corporate division again major milestones in flight tests in 2015. expects sales growth in 2016. With this program, Diehl is for the first time involved in a military aircraft of the U.S. manufacturer. The fiscal year 2015 was characterized especially by organizational optimizations in the corporate division and its business units. The Hamburg sites of Diehl Comfort Modules (DCM) and Diehl Service Modules (DSM) began to successively transfer the DSM product range to DCM in order to reduce complexity and concentrate their market presence, including the move to a new location in Hamburg. The first out of a Agilanandan Sivagnanam, Foreman at Diehl Aerospace in Germany, is in charge of single-aisle final assembly. 19 Group Management Report 2015 Metering Sales – € million – 308 2014 310 2015 Employees 1,914 2014 1,890 2015 In the year under review, the Metering When looking at customer segments, corporate division achieved only slight sales growth again concentrated on the water growth. The Metering market still is highly utility segment, thanks primarily to the attractive. A significant increase in demand large order from Ireland mentioned above. was seen above all in the Middle East and Besides meters based on ultrasonic techno- Caribbean markets. After the establishment logy and integrated radio technology, there of a sales office in Singapore, the South- is an increasing demand for technological East Asian region can now be reached more advanced mechanical meters that can be effectively. The large-scale order from Ire- read remotely by means of a radio module. land won in the previous year could not be Sales in the „Thermal Energy“ customer delivered as planned because end customers segment were lower than expected due to were not prepared to accept the introduc- delays in the Danish market. Nevertheless, tion of consumption based measurement Denmark takes a leading role in Europe and billing as desired by the government. for smart metering solutions. The custo- The markets in China and Brazil distinctly mer segment gas has the static gas meter fell short of expectations. Despite the low AERIUS meeting most-modern measurement growth expectations of China‘s national eco- technology requirements. The integrated nomy, future prospects for remote readout communication feature enables data readout of consumption data in the energy and wa- via radio or M-Bus. Thanks to standardized ter sector are very favorable. In Brazil, the communication, water, heat/cold, gas and recession in conjunction with the currency electricity consumption can be read on the fall resulted in a marked decline in business same system platform. which led us to stop production and concentrate on distribution. However, this market will also remain attractive over the long term because there is still a lot of catching up to do in modernizing the infrastructure. 20 Benjamin Strauß (left), head of Software Development, and Roland Gottschalk (right), Development Engineer in project organization, both work for Diehl Metering in Germany. In development, the focus was on further Precise energy consumption measurement development of ultrasonic technology, as well as automated readout and the improvement of testing equipment, expan- transmission of consumption data make an sion of our radio system as well as of the important contribution to increasing energy improvement of software and services offe- efficiency and to sustainably conserving red. To increase the efficiency of ultrasonic natural resources. While other countries are technology, series production of the next very resolutely implementing smart metering generation of essential core assemblies was systems, the discussion in Germany, espe- started. Development of a new radio module cially about data protection and security, for the French gas market was also comple- still causes delays. Metering‘s continuously ted successfully. First pilot deliveries of the increasing international business orientation large-scale order won in the previous year will again lead to sales growth in 2016. IT Manager Guo Chunxia bears responsibility at Diehl Metering in China. were carried out as planned. Furthermore, the first generation of the smart ELICIUS electricity meter which is integrated into the Diehl Metering‘s radio system is available since mid-2015. Due to the international network of various competence centers, efficiency and quality of the communication and supply chain processes are of vital importance for the Metering corporate division. Another step to reduce complexity was the organizational merger of the three German sites in Nürnberg, Ansbach and Apolda. 21 Group Management Report 2015 A strong team at Diehl Controls Polska (f.r.t.l.): Tomasz Czerniejeweski, Customer Supply Manager; Roland Diakowski, Customer Supply Manager; Pawel Szczur, Supply Chain Director; Pawel Janczyk, Supply Chain Engineer. Opportunities, Risks and Outlook At the time this report is prepared, there is About 50% of the Metall corporate division‘s all around restrained optimism about the business volume depends on the prices for further economic development – in spite of copper and zinc. In the presence of high the initially described risks. So, all econo- volatility, as has been the case in recent mic forecasts are based on the assumption years, sales fluctuations are inevitable but that no dramatic developments will occur. do not affect the employment situation. Ex- Otherwise, the Diehl group would naturally pected metal sales therefore are generally not be spared. Normal economic activi- difficult to forecast. The electricity prices ty fluctuations also affect our business. are of considerable importance to our However, the character of the Diehl group competitive position. The move away from as a conglomerate usually has a stabili- nuclear energy toward renewable energies zing effect. Economic activity fluctuations in Germany has to be arranged without usually do not affect all industrial sectors endangering competitiveness through rising simultaneously so that a sectoral mix rather prices and without impairing the security dampens than intensifies such fluctuations of supply. Germany‘s future development when looking at the corporate group as a as an industry location will depend on how whole. The risk management implemented these challenges are met. The energy-in- within the Diehl group based on our ma- tensive plants in the Metall Corporate nagement information system enables us Division would suffer from considerable to identify and assess risks early so we can disadvantages in international competition immediately counter them. if this failed. Despite all risks, the business with copper and copper alloys basically Our business activities are characterized by is very promising because this material is some particularities: indispensable to electronic controls which increasingly penetrate all spheres of life and are in line with modern mega trends. 22 Our supplies in the Controls division are In spite of all delays in introducing smart subject to high pricing pressure which will meters in the domestic market, our Mete- still be intensified by the current consolida- ring corporate division is able to grow due tion process among international household to its international orientation. Its technolo- appliance manufacturers. Our technical gical competence in water, gas and electri- competence in the development of new city consumption measurement as well as controls and our international production automatic measurement data transmission network, however, provide good prere- provides the basis for its global competi- quisites for staying a valued, competitive tiveness which is evidenced by a large num- partner of the OEMs. Special chances are ber of smart-metering projects. Moreover, still provided by the Chinese market which the energy turnaround in Germany will be – despite lower growth rates now – will successful only if the power grids become continue to grow strongly compared with smart, which calls for widespread introduc- the situation in Germany and Europe. Our tion of smart meters. Diehl Metering is well new Decentralized Energy Management prepared for further expanding its market business field is concerned with smart ener- positions. gy consumption control in households and is the point of contact for the household Taken as a whole, the Diehl group as an op- appliance industry and energy providers. portunity and risk association is positioned Thus, it cultivates a promising market. well to achieve sustained success. The defence business is exclusively subject No events of special importance for presen- to the primacy of politics. At present, the tation of the net assets, financial position focus is on restrictions regarding approvals and results of operations have so far occur- for defence-technology exports to third red after the balance sheet date. countries. Diehl has for years adjusted its capability spectrum to modern mission As 2015 sales only amounted to € 3.1 scenarios and thus is positioned well for billion, our forecast in last year‘s annual future procurement projects. We have been report – at € 3.2 billion – turned out to be a reliable and successful partner of the somewhat optimistic. Despite the current Bundeswehr for decades and will continue imponderabilities, we expect distinctly hig- to utilize the opportunities that offer them- her sales growth as well as higher income selves nationally and internationally. for the Diehl group in the present fiscal year. In recent years, the Aerosystems corporate division has seen strong growth due to the acquisition of new companies in order to Nürnberg, March 31, 2016 expand and complete its product portfolio, involving integration tasks to benefit from Diehl Verwaltungs-Stiftung synergies. Simultaneously, ramp-up of the major aircraft programs has to be organi- The Executive Board zed, with highest demands on quality and delivery reliability. We are making good progress with the management of these challenges. Aviation supply business is basically growing fast. No crises could so far hamper this trend, except for some dips in growth. 23 Employees Cross-divisional cooperation: Emil Pitschujew, Diehl Aerospace, Birgit Kröll, Diehl Controls, and Eva Klinger, Diehl Metering. On December 31, 2015, the Diehl Group at our locations in 24 approved training employed a total of 15,889 persons at its occupations. Among them, 59 high-school locations worldwide. Compared with the graduates undergo a dual course of studies previous year, this meant a decrease, which in 15 different disciplines, combining study was due above all to the sale of Diehl Land as well as practical and in-depth training Systems with 395 employees (2014: 16,297). phases at our locations. In addition, 31 The number of employees at the German prospective specialists from other companies locations was 11,053 (previous year: 11,542) are trained at our training centers, acquiring so that the domestic rate dropped from the necessary basic and technical skills of 70.8% to 69.6%. their training occupation that cannot be offered by the respective associated partner. Our locations abroad increasingly gain In 2015, all apprentices and „dual“ graduates importance in view of the continued inter- could be offered suitable jobs after success- nationalization of business, the high level of fully passing their exams because Diehl‘s wages and salaries in Germany, our custo- own qualified training is and remains the mers‘ and partners‘ requirements but also long-proven basis of personnel recruitment. the rising demand for skilled labor. Consequently, we introduced a corporate-wide in- Initial contact with potential applicants is ternational employer brand in the year under frequently made at training exhibitions, review. Based on this uniform concept, the information events or parents‘ evenings strengths of the entire corporate group can at schools and in the company. We also be combined even better with country-spe- invite numerous pupils to projects at our cific perception, thus further increasing our training centers to inform themselves about attractiveness. training opportunities at Diehl. A total of 400 young people again attended a one-week The number of apprentices and students mini-practicum in 2015, giving them initial in the corporate group is still high. A total insight into working life at Diehl. We also of 490 apprentices and students – 463 of continued participation in the „Girl‘s day“ in- them in Germany – are currently educated itiative as well as in the „Girls for technology camp“ launched by the Educational Institute 24 of the Bavarian Industry to increasingly get female junior staff interested in entering The number of service anniversaries remains technical occupations. Owing to these activi- on the previous level. We are proud of the ties in training marketing, all vacancies could long-standing loyalty of many of our emplo- again be filled with suited applicants in 2015. yees which is acknowledged by special anniversary celebrations at our locations. In the The challenging and varied internships we reporting period, a total of 285 employees offer to students for a first insight into eve- celebrated their 25th service anniversary; ryday working life and career opportunities for another 76 employees it was their 40th at Diehl always attract wide interest. The service anniversary and seven employees cooperation with students can be intensi- could even look back on 50 years of loyal fied within the context of project-oriented service for Diehl. seminar papers, bachelor or master theses. Applications can be submitted, using our Our employees‘ great commitment and their e-recruiting system. University graduates inventiveness again provided the basis for can join Diehl either by flexible direct entry our success in the year under review. The or by an individual project-oriented trainee Executive Board expresses its cordial thanks program with technical or commercial orien- to all employees for this. Our thanks also tation. go to our employees‘ representatives who always cooperated objectively and construc- There are varied opportunities for professio- tively, allowing us to achieve good and viable nal and personal development. For example, solutions. employees with potential for higher-level duties are qualified and furthered with development measures that are oriented to the respective target group. In this context, we attach special importance to corporate-wide, close networking of our specialized and executive staff as well as cooperative knowledge transfer between junior staff and experienced employees. We meet statutory requirements regarding the quota of women, and the female quota achieved will be maintained. As a competing family-owned company, recruitments will continue to be made exclusively on the basis of qualifications though. The varied offers provided at our locations for a better compatibility of family and career are, of course, destined for both men and women. In the year under review, day nursery, parent-child office and emergency childcare opportunities could be further expanded. The contest of good ideas has also developed favorably within our company‘s idea management. In FY 2015, the numerous improvements suggested by our employees (3,500) led to total net savings of approx. € 1.4 million. 25 Environment Erasmus of Rotterdam: Albrecht Dürer‘s last copper engraving. It is our employees‘ commitment, their are designed so as to put the focus on the personal responsibility and their good efficient use of resources. Improvements ideas that bring about concrete changes in can, however, also be achieved by various environmental protection. The management optimization measures taken on existing systems in place at the respective locations installations. For example, changes to the provide the basis and define the objectives high-temperature water heating at Diehl for our activities. It is our employees‘ Aircabin in Laupheim led to a considerable duty to reconcile economic activity with a reduction in energy requirements. The responsible handling of natural resources. continuous replacement of light bands or of lamps sometimes has noticeable saving Our efforts concentrated on increasing effects. energy efficiency at our company sites. We again succeeded in identifying poten- Environmental protection, energy efficiency tials for improvement in the respective and sustainability provide the basis for our production processes – as well as in the production processes. Our employees are administrative areas – and in deriving obliged to meet their environmental re- appropriate measures to further increase sponsibility and to identify unexploited pos- savings. One example is the replacement of sibilities for improvement in their respective the fireproof lining of the inductive copper sphere of work. melting furnace at Sundwiger Messingwerk. Through this measure, power consumption of the facility could be reduced by about one fourth, which corresponds to 250,000 kWh after all. To optimize the effect of our environment-relevant measures, we regularly check the major drivers of power, oil and gas consumption as well as the requirements of water, coolants and lubricants. As a rule, new buildings and refurbishments 26 Beyond Daily Business Over many decades, the company‘s senior from Karl Diehl‘s legacy. The impressive exhi- head Karl Diehl, who died in 2008 at the age bition was solemnly opened in April by the of 100, had collected copper engravings, royal couple of the Netherlands, Willem-Ale- woodcuts and etchings by Albrecht Dürer, xander and Máxima. Albrecht Dürer had a perhaps Nürnberg‘s most important artist. special relationship to the Netherlands as he Karl Diehl‘s collecting passion was supported lived there for a year. Moreover, the world-fa- by his wife Irmgard Diehl who gave him quite mous portrait of Erasmus of Rotterdam, the a number of these precious objects as birth- great humanist, was the last copper engra- day or Christmas presents. According to the ving created by Dürer before he died on April renowned Dürer expert Dr. Thomas Schau- 6, 1528. The royal couple of the Netherlands, their Majesties Willem-Alexander and Máxima, during the official opening of the special exhibition „A treasure on paper. Diehl‘s Dürer collection – a gift to the city of Nürnberg“. Photo: Erich Malter erte, a „top collection of outstanding quality“ which can easily stand comparison with the In the year under review, the Karl-Diehl world‘s great museums has thus been set up. Foundation for people in need founded by It was the wish of Nürnberg‘s honorary citizen Karl Diehl and the Irmgard-Diehl Chrildren‘s Karl Diehl to keep the entire collection to- Foundation helping abused, traumatized, gether in the long term. Through the decision socially disadvantaged as well as disabled made by his three sons at the end of last year children and youths again provided aid to to give the collection to the city of Nürnberg many people. The support for Nürnberg‘s as a gift, their father‘s wish has been fulfilled. Old-Town Friends started by Karl was also An „eternity agreement“ guarantees the continued. At present, their commitment is collection‘s „sanctity“. With gratitude, the city focused above all on the reconstruction of the fathers paid tribute to this patron gesture Pellerhof building destroyed during the war. as „one of the most important art donations ever received by the city of Nürnberg“. Thus, „A treasure on paper. Diehl‘s Dürer collection – a gift to the city of Nürnberg“ is the name of the current special exhibition presented by Nürnberg‘s art collections at the historic Dürer house to the broad public, showing a selection of the most famous prints 27 28 Diehl Verwaltungs-Stiftung Consolidated Financial Statements as of December 31, 2015 29 Consolidated Balance Sheet of Diehl Verwaltungs-Stiftung (in € thousand) ASSETS Dec. 31, 2015 A.Fixed assets I. Intangible Assets 1.Acquired concessions, industrial property and similar rights and assets, and licenses in such rights and assets 12,715 2. Goodwill 11,223 3. Advance payments 3,105 27,043 II. Tangible assets 1. Real property, corporeal rights in real property and buildings, including buildings on real property of third parties 186,144 2. Technical equipment and machinery 125,152 3. Other equipment, factory and office equipment 121,991 4. Advance payments and assets under construction 51,751 485,038 III.Financial assets 1. Shares in affiliated companies 978 2. Shares in associated companies 3,548 3. Other investments 606 4.Loans to companies in which we hold an interest 912 5. Long-term securities 3 6.Other loans 3,060 9,107 521,188 B.Current assets I.Inventories 1. Raw materials and supplies 241,140 2. Work in process 477,350 3. Finished goods and merchandise 126,559 4.Advance payments 12,071 857,120 II. Receivables and other assets 1.Trade receivables 344,110 2.Receivables due from affiliated companies 222 3.Receivables due from companies in which participations are held 51,095 4.Other assets 74,731 470,158 III.Securities Trade securities 1,185 IV. Cash, bank balances and checks 405,933 1,734,396 14,022 19,101 1,493 34,616 171,674 115,262 116,513 43,560 447,009 1,813 2,002 606 1,119 5 2,533 8,078 489,703 230,213 443,286 134,396 11,664 819,559 340,221 372 45,321 78,578 464,492 2,146 392,962 1,679,159 C.Prepaid expenses 5,987 5,498 D.Deferred tax assets 77,278 53,874 E.Excess of plan assets over pension liabilities and similar obligations 30 Dec. 31, 2014 584 2,339,433 156 2,228,390 SHAREHOLDERS´ EQUITY AND LIABILITIES Dec. 31, 2015 Dec. 31, 2014 A.Shareholders´ equity I. Capital of Diehl Verwaltungs-Stiftung 1. Capital stock 511 511 2. Reserves 157 155 3.Retained earnings 1,626 1,569 2,2942,235 II. Shares held by other shareholders 1. Capital of subgroup Diehl Stiftung & Co. KG 495,870 485,717 2. Other minority interests 41,308 43,364 537,178 529,081 539,472531,316 B.Accruals and provisions 1. Accruals for pensions and similar obligations 490,702 2. Tax accruals 28,659 3. Other accruals and provisions 390,538 909,899 430,429 25,171 384,696 840,296 C.Liabilities 1. Liabilities due to banks 194,321 208,423 2. Advance payments received 167,156 164,965 3. Trade payables 269,872 245,876 4. Payables due to affiliated companies 346 1,067 5. Payables due to companies in which participations are held 37,646 42,293 6. Other liabilities 202,685 177,259 872,026839,883 D.Deferred income 5,137 4,466 E. Deferred tax liabilities 12,899 12,429 2,339,4332,228,390 31 Consolidated Income Statement of Diehl VerwaltungsStiftung for the period Jan. 1 to Dec. 31, 2015 (in € thousand) 2015 2014 1.Sales 3,108,546 3,039,144 2. Increase in finished goods and work in process 35,425 67,616 3. Capitalized services and material 7,044 6,949 4. Other operating income 121,866 – thereof income from currency translation : 12,069 138,176 12,240 5. Cost of materials and services : a) Cost of raw materials, supplies and purchased goods b) Cost of purchased services – 1,490,251 – 211,764 – 1,702,015 – 1,422,450 – 242,115 – 1,664,565 6. Personnel expenses : a) Wages and salaries – 742,368 b) Social security and pensions costs – 146,998 – thereof for pensions : – 9,500 – 889,366 – 723,597 – 143,266 – 10,279 – 866,863 7. Amortization and depreciation of intangible and tangible assets 32 – 82,313 – 80,193 8. Other operating expenses – 422,264 – thereof expenses from currency translation : – 18,096 – 445,978 – 9,012 9. Income from investments – thereof from affiliated companies : 89 92 10. Income from investments in associated companies 3,365 143 11. Other interest and similar income 4,257 – thereof from affiliated companies : 3 – thereof from discounting of accruals : 1,524 5,630 23 2,453 12. Write-down of financial assets and current securities – 1 – 538 13. Interest and similar expenses – 100,612 – thereof to affiliated companies : –1 – thereof from accumulation of accruals : – 75,561 – 65,472 –1 – 40,450 14.Result from ordinary operations 84,024 134,084 15. Extraordinary expenses – 5,557 – 5,606 16. Extraordinary result – 5,557 – 5,606 17. Income tax – 41,330 – thereof deferred taxes : 22,530 – 48,498 3,145 18.Net income for the year 37,137 – thereof part of other shareholders : 37,078 79,980 79,944 35 29 Consolidated Cash Flow Statement of Diehl VerwaltungsStiftung for the period Jan. 1 to Dec. 31, 2015 (in € thousand) Net income Adjustment to reconcile net income between exchange rate as of 12/31/2015 and yearly average exchange rate 2015 T€ 37,137 – 357 Depreciations / write-ups on fixed assets80,485 Increase in accruals and provisions11,357 Other non-cash expenses – 49,617 Gains on disposals of assets related to investing activities – 3,402 Increase of inventories, trade receivables and other assets – 39,805 Increase of trade payables and other liabilities Interest expenses/interest income Other investment earnings Expenses from extraordinary items 7,100 96,356 – 1,908 5,557 Income tax expenses 63,861 Income tax payments – 61,180 Income from grants – 11,391 Cash flow from operating activities134,193 Disposals of tangible and intangible assets 8,156 Purchase of tangible and intangible assets – 102,914 Acquisition of / disposals of financial assets Financial assets from short-term financial management – 392 961 Interest received 2,418 Dividends received 1,908 Cash flow from investing activities Increase in capital stock and cash receipts from changes in shareholder loans – 89,863 12,000 Dividends paid to shareholders – 23,554 Decrease of bank liabilities and other financial liabilities – 38,069 Increase of bank liabilities and other financial liabilities26,854 Payments from grants Interest paid Cash flow from financing activities Change in cash and cash equivalents Effect of changes in exchange rates, changes in Group structure and changes due to valuations 11,391 – 17,771 – 29,149 15,181 214 Cash and cash equivalents at beginning of period 374,424 Cash and cash equivalents at end of period 389,819 Cash and cash equivalents have been reduced by € 16.1 million (prior year € 18.5 million) of current liabilities due to banks. 33 Statement of Changes in Consolidated Equity of Diehl Verwaltungs-Stiftung Capital of Diehl Verwaltungs-Stiftung Shares held by other shareholders Shareholders’ equity CapitalEarned Equity Capital of Other minority Shares held thereof stockequity of parentsubgroup interests by other accumul. other company Diehl Stiftung shareholders gains and losses & Co. KG recognised (in € thousand)directly in equity* As of Dec. 31, 2014511 Net income for the year Appropriation of profits 1,724 59 2,235 485,717 43,364 529,081 5933,021 4,057 37,078 37,137 0 – 22,572 – 6,035 – 28,607 – 28,607 Currency translation 0612 78 690 Other changes 0 As of Dec. 31, 2015511 1,783 603531,316 – 908 2,294 495,870 – 156 41,308 690 690 – 1,064 – 1,064 537,178 1,293539,472 * Exchange rate differences Capital of Diehl Verwaltungs-Stiftung Shares held by other shareholders Shareholders’ equity CapitalEarned Equity Capital of Other minority Shares held thereof stockequity of parentsubgroup interests by other accumul. other company Diehl Stiftung shareholders gains and losses & Co. KG recognised (in € thousand)directly in equity* As of Dec. 31, 2013511 Net income for the year Appropriation of profits 36 2,199 422,128 39,989 462,117 0 – 24,115 – 7,447 – 31,562 – 31,562 04,331 370 4,701 Other changes 013,852 * Exchange rate differences 1,724 – 4,098464,316 3669,521 10,423 79,944 79,980 Currency translation As of Dec. 31, 2014511 34 1,688 2,235 485,717 4,701 4,701 29 13,881 13,881 43,364 529,081 603531,316 Notes to the Consolidated Financial Statements of Diehl Verwaltungs-Stiftung for Fiscal Year 2015 I. General remarks An overview of share ownership and of the basis of consolidation is provided in an appendix to the notes. The consolidated financial statements of the Diehl Group are prepared in accordance with the consolidation rules of the German Commercial Code. III. Consolidation principles The financial statements of all companies included in the consolidated financial statements are prepared pursuant to For companies which were included in the consolidated the accounting and valuation methods valid in the Diehl financial statements as fully consolidated companies on Group. Accounting for foreign companies is adjusted to the December 31, 2009, the book value method is applied for uniform accounting and valuation principles where this is capital consolidation. material to give a true and fair view of the net assets, financial position and results of operations. For subsidiaries which were for the first time fully consolidated in the consolidated financial statements from January 1, 2010, the revaluation method is applied for capital consolidation, with assets and debts being stated at II. Basis of consolidation and associated their full fair value and the acquisition value of the share- companies holding offset against the group‘s share of the equity of In addition to Diehl Verwaltungs-Stiftung, the consolidated The resulting difference on the assets side is shown financial statements include 47 domestic and 28 foreign as goodwill. the consolidated company at the time of its acquisition. companies, which are under direct or indirect control of Diehl Verwaltungs-Stiftung. The shares in associated companies are treated in accordance with the principles of the equity method of In fiscal year 2015, the group of fully consolidated com- accounting. They are stated using the book value method panies was expanded by foundation of Diehl Connectivity at the date of their acquisition. Solutions GmbH, Diehl Ventures GmbH and Diehl Metal Applications France SAS. The companies BERKA Industrie- Intercompany profits and losses, sales, expenses and Handelsgesellschaft mbH, Comet Pensionsverwaltungsge- income as well as receivables and payables between fully sellschaft mit beschränkter Haftung, DONAR Gesellschaft consolidated companies are eliminated. Intercompany mit beschränkter Haftung as well as Junghans–Stahl results with associated companies are not eliminated since Gesellschaft mit beschränkter Haftung were merged. their influence on the Group‘s overall situation is of minor Diehl Metering Systems GmbH was merged with EVB Energy significance. Solutions GmbH. Subsequently, EVB Energy Solutions GmbH was renamed Diehl Metering Systems GmbH. Deferred taxation is made for consolidation operations affecting the results whenever diverging tax expenses are A total of six domestic shareholdings were included in the expected to be compensated for in future fiscal years. consolidated financial statements as associated companies. Due to its minor significance for a true and fair view of the group‘s net assets, financial position and results of operations, 8 companies were not consolidated. Based on Art. 296, Para 1, no. 1 of the German Commercial Code, two companies were not included in the corporate financial statements since their assets are limited to the respective company purpose. 35 IV. Accounting and valuation principles, foreign currency translation Long-term marketable securities recorded under fixed assets are valued at the cost of acquisition or at the lower applicable value. 1. Fixed assets 2. Current assets Acquired intangible assets are valued at acquisition cost, Under inventories, raw materials and supplies as well as less scheduled or nonscheduled amortization. Normally, the resales are valued at lower of cost or market value. useful life is 3 years, unless a different period is appropriate, e.g. due to the validity period of rights of use. A capitalized The valuation of metal inventories at the lower of cost or goodwill is amortized over a maximum period of 15 years. market takes account of the contracted selling prices for An amortization of goodwill over more than 5 years is based the metal portion, if selling contracts already exist at the on the respective product life cycles and the expected balance sheet date. market development. Work-in-process and finished goods are valued at cost. In Tangible assets are valued at the cost of acquisition or addition to the direct cost of material and labor, propor- manufacture, less scheduled or non-scheduled depreciation. tional overheads are included. The production costs of self-constructed fixed assets also include proportional overhead expenses and depreciation in Depreciation is made for stock and usability risks to an addition to direct costs. For new investments from 2010, the appropriate extent. straight-line method of depreciation is used, for investments made before 2010 the declining-balance or straight-line If at the time of preparing the balance sheet a need for method, depending on the tax opportunities. It is changed to devaluation is identified because costs are not covered the straight-line method when the latter results in higher completely by the proceeds, an appropriate markdown is depreciation amounts. Scheduled depreciation of buildings made for the purpose of loss-free valuation. and parts of buildings is based on a useful life ranging from 2 to 50 years, depending on the extent of use. The useful Payments on account are stated at nominal value. life of technical equipment and machinery and that of other equipment, factory and office equipment ranges from 1 to Receivables, other assets and liquid assets are 25 years. Low-value assets with acquisition costs of up to always included in the balance sheet at their nominal € 410 are completely written off in Germany in the year of value. In the case of receivables, allowances are made to acquisition. Fixed values are defined for tools and fixtures. appropriately cover discernible individual risks through Extraordinary value reductions are taken into account by individual value adjustments and general credit risks as means of non-scheduled depreciation. well as costs of collecting receivables through general value adjustments. Interest-free receivables which will Shares in affiliated companies and Participations are probably be received only after a period of 12 months valued at cost of acquisition or at the lower applicable value. are shown at their cash value. Shares in associated companies are valued using the Short-term marketable securities under current assets equity method of accounting, starting with the book value. are valued at lower of cost or market value. This calculation is based on the audited annual financial statements made available for each of these companies. Interest-bearing loans are stated at their nominal values, 36 non-interest bearing ones at their cash values. Notes to the Consolidated Financial Statements of Diehl Verwaltungs-Stiftung for Fiscal Year 2015 3. Deferred taxes reserves, the respective national statutory provisions have been taken into account. Deferred taxes (on the assets and liabilities side) result from valuation differences in the commercial and tax Tax accruals and other accruals are set up to cover all balance sheet, tax loss carryforwards as well as consoli- contingent liabilities and discernible risks. They are stated dation measures if the differences are compensated in the in the amount expected to be required based on prudent future. Deferred taxes on the assets and liabilities side are commercial assessment (i.e. including future price and cost not balanced. increases). Accruals with a residual term of more than 1 year are discounted. Deferred taxes are valued at uniform corporate tax rates of 15% (partnerships) or 30% (joint-stock companies) for If no valuation units are formed between metal purchase domestic companies. For foreign subsidiaries, the individual contracts and the metal portion of sales contracts, these national statutory tax rates (10% to 40%) are applied. items are checked for impending losses. Deferred taxes on the assets side in the amount of € 77,278 All liabilities are stated at the amount payable. thousand mainly result from the creation of deferred taxes based on different valuation methods in the commercial and tax balance sheet (pension reserves and accruals for anniversary bonuses, accruals for warranty expense, 5. Foreign currency translation provision for contingent losses and other accruals, different discount rates for long-term accruals, different depreciation The valuation date for fixed assets in foreign currencies is methods and periods, different valuation methods), tax the day of purchase, while receivables and payables are loss carryforwards as well as elimination of intercompany valued on the day they accrue. Short-term assets and profits and losses in the fixed assets and inventories. liabilities with a term of less than one year are converted at the average spot exchange rate on the balance sheet Deferred taxes on the liabilities side in the amount of date. Receivables and liabilities with a remaining term of € 12,899 thousand mainly result from reserves only more than one year are valued according to the imparity permissible under tax law (e.g. Art. 6b of the German principle, using the average spot exchange rate. Income Tax Act), special tax depreciation as well as different valuation methods in the commercial and tax balance sheet. The financial statements of the consolidated foreign companies in foreign currencies are translated at the rates valid on the balance sheet date. The individual equity items are converted at historical rates, the net income at the 4. Accruals/liabilities average rate of the year. The items of the income statement are converted at the average rate of the year. The Accruals for pensions and similar liabilities are difference between balance sheet date rate, historical rates actuarially valued according to the modified entry-age and average rates is reported in the equity section of the normal method. Calculations are based on the 2005 G subgroup Diehl Stiftung & Co. KG or in the shares of other mortality tables published by Prof. Dr. Klaus Heubeck. third-party shareholders. Differences over the previous Assumptions regarding the future development of year‘s statement are taken into account without affecting particular parameters are taken into account in the the income. valuation. Wage and salary increases of 2.85% p.a. and a dynamic pension increase of 1.65% p.a. have been taken Currency and metal-price risks are countered by a corpo- as a basis. An interest rate of 3.89% p.a. as given by the rate-wide risk management strategy. Valuation units are German Central Bank for a remaining term of 15 years is created and documented in accordance with Art. 254 of used for the discounting of reserves. For foreign pension the German Commercial Code. If they are hedged by 37 forward transactions, the respective hedging rates are V. Notes to the balance sheet applied. 1. Fixed assets Receivables and liabilities in the same currency with nearly the same term are combined to form valuation units if they Development of the individual fixed asset items and are of the same value. depreciations is shown in an appendix to the notes. The „Changes“ column contains all changes to the initial Effective items of the valuation units created are reported amounts resulting from additions and disposals affecting in the balance sheet using the freezing method (compen- the consolidated companies and from currency translation satory valuation). For ineffective items, the imparity differences. principle is applied. This means that positive market values are not shown in the balance sheet and provisions for contingent losses are set up for negative market values only if a negative balance results from a valuation unit or if an open item yields a loss. 2. Receivables and other assets A residual term of more than one year applies for the following amounts under the respective items: (in € thousand) 2015/12/312014/12/31 Trade receivables 205 33 Receivables from companies in which participations are held 225 225 Other assets 2,850 5,865 3. Shareholders‘ equity The equity of the subgroup Diehl Stiftung & Co. KG consists of the liable limited liability capital of Diehl Stiftung & Co. KG, the reserves of Diehl Stiftung & Co. KG and the differences between the investment book value and the proportionate equity of the subsidiaries. 4. Accruals The accrual for current pension payments, pension expectancies and similar liabilities, which is not stated at the balance sheet date according to Art. 67 Para 1 sentence 1 of the Introductory Act to the German Commercial Code (EGHGB) amounts to € 49,080 thousand. 38 Notes to the Consolidated Financial Statements of Diehl Verwaltungs-Stiftung for Fiscal Year 2015 Long-term marketable securities used to finance life liabilities based on their remaining term are shown in an work-time accounts are valued at their fair value and appendix to the notes. offset against the respective accruals in the amount of € 9,584 thousand (inclusion of plan assets). The acquisition The total amount of liabilities due to banks runs to costs were € 8,326 thousand. € 13,601 thousand and is secured by a land charge. Receivables from pension liability insurances for deferred Other liabilities include the following items: compensation are offset against pension reserves for reinsured deferred compensation (inclusion of plan assets). (in € thousand) The acquisition cost and the fair value of the receivables Social security liabilities from offset pension liability insurances amount to Tax liabilities 2015/12/312014/12/31 7,220 7,101 34,600 38,032 € 9,394 thousand. The settlement amount of the pension reserve offset for reinsured deferred compensation corresponds to the asset value from the pension liability insurance (€ 9,394 thousand). Expenses and income in the amount of € 230 thousand were offset. Coverage capital for insolvency insurance of working-time accounts in the amount of € 14,116 thousand was offset against the corresponding accruals in the amount of € 13,564 thousand as far as long-term pension liabilities are concerned. Accruals are valued at the settlement amount of € 23,920 thousand. The remaining coverage capital of € 552 thousand was shown as excess of plan assets over post-employment benefit liability. Expenses and income in the amount of € 143 thousand were offset. Furthermore, receivables from pension liability insurances to secure partial retirement balances with a fair value of € 209 thousand were offset against the related liabilities from outstanding settlement worth € 177 thousand. The resulting excess of plan assets over postemployment benefit liability amounts to € 32 thousand. In addition, other assets worth € 13,435 thousand were offset against pension reserves. Other accruals mainly include accruals for warranty expense, for outstanding invoices, for contractual penalties, for accrued overtime, for management bonuses and gratuities, for anticipated losses, for long-term workingtime accounts, for outstanding vacation pay as well as service anniversaries and paid educational leave. 5. Liabilities 6. Derivative financial instruments and valuation units For its business activities, the Diehl Group uses forward contracts to manage the risks arising from the fluctuations in currencies and metal prices between the balance sheet date and the settlement date. Forward exchange transactions are concluded by the companies with Diehl Stiftung & Co. KG. The latter, in turn, concludes appropriate forward exchange contracts with banks, which are essentially identical regarding value and term. The conclusion of such contracts is based on uniform guidelines, subject to internal controls and restricted to business in foreign currencies. The nominal volume and the market values of the derivative financial instruments existing at the balance sheet date are as follows: in million € Type Market values Nominal positive negative volume Forward exchange contracts USD 12 108 PLN 1 GBP MXN Other currencies Commodity futures contracts Nonferrous metals exchange 2 1,780 57 12 9 2 5110 The total amount of liabilities and the breakdown of 39 The nominal volume is the total of all buying and selling Metal price risks in connection with metal procurement and values of derivative financial instruments. metal sales contracts (pending business) result from the change in the prices of primary metals, scraps and The market value of forward exchange and commodity semi-finished products between the date of contract futures contracts is calculated on the basis of a comparison conclusion and performance. Purchase and sales contracts between the forward (futures) contract value applicable at not covered by corresponding physical transactions are the balance sheet date for the remaining contract term and hedged by appropriate exchange positions. the contracted value (mark-to-market method). The residual amount is covered by valuation units. Commodity futures and forward contracts are concluded to Forward exchange transactions are conducted to hedge folio hedges are employed in valuation. The risks covered business in foreign currencies and valuation units are by portfolio hedges are highly homogeneous. The contract created to cover the risks on the balance sheet date, worth volume of hedging transactions is chosen so that it agrees € 13 million. Micro and macro hedges as well as portfolio with the contract volume of the underlying transactions – hedges are employed in the valuation of foreign currency related to the respective primary metal portion. hedge metal price risks (pending business). Micro and port- positions. Foreign currency receivables (€ 194.9 million), liquid assets (€ 49.4 million), foreign currency liabilities Underlying and hedging transactions are included in the (€ 161.0 million), firmly contracted business not yet valuation units with the following market values (futures included in the balance sheet (€ 1,703.2 million) and contract value applicable at the balance sheet date transactions expected with high probability (€ 634.4 compared with the contracted value): million) are included in the valuation units. Transactions expected with high probability mainly concern orders on hand. Basically, opposite changes in value and cash flows Metals Dec. 31, 2015 Market value in million € of these underlying and hedging transactions will Pending procurement transactions presumably balance completely in the course of the Hedged by commodity futures 0.9 following five fiscal years. Pending sales transactions 1.1 Hedged by commodity futures 1.8 – 0.8 The business transactions summarized in valuation units are subject to the same risk. Accordingly, it is to be The changes in value of the pending sales and procure- expected that opposite changes in value of the underlying ment transactions are hedged over a period of up to 24 and hedging transactions will in the future balance months for the valuation units. completely for the respective risk hedged. The prospective effectiveness of hedging relationships is determined on Opposite changes in value of these underlying and hedging every balance sheet date by means of the critical- terms- transactions will presumably balance completely in the next match method, ensuring that the valuedetermining two years. The effectiveness of the valuation units factors (nominal value, term, currency) for the underlying employed is measured by means of the „dollar-offset transaction and the hedging instrument are identical. method“ in a cumulated form, taking into account given Therefore, the individual hedging relationships are each risk limits. The „dollar-offset method“ compares the rated as effective for the entire hedging period. The same cumulated market value changes of the underlying applies for retroactive determination of the previous transactions with the cumulated market value changes of effectiveness. Here, too, it is proved by the critical-terms- the hedging transactions in absolute amounts of money match method that all value-determining factors of the from the designated date. The „dollar-offset test“ is carried hedged part of the underlying business and the hedging out on every balance sheet date. part of the hedging instruments are identical. In these 40 cases, there can be no ineffectiveness that is relevant for A provision of € 0.4 million was set up on the balance the balance sheet with regard to the valuation units. sheet date. Risks worth € 8.1 million were hedged by micro Notes to the Consolidated Financial Statements of Diehl Verwaltungs-Stiftung for Fiscal Year 2015 and portfolio hedges, thus avoiding corresponding negative VI. Notes to the income statement value changes on the balance sheet date. 1. Sales 7. Contingent liabilities Sales break down as follows: guarantees in the amount of € 10,986 thousand (in € million) 2015 (2014: € 37,248 thousand) and liabilities under warranties Corporate Division Metall worth € 66,275 thousand (2014: € 28,662 thousand). Corporate Division Controls 475 82393 On the balance sheet date, there were liabilities on TotalDomestic Foreign 850 405445 In view of the business development of the individual Corporate Division Defence 405 290115 Corporate Division Aerosystems 1,057 578479 companies towards which contingent liabilities exist, no Corporate Division Metering related claims are expected to be raised. Services/other Total: 310 70 240 1110 1 3,108 1,4351,673 Indirect pension liabilities are not shown in the balance sheet. The respective missing amount – € 6.4 million – due to affiliated, non-consolidated companies is included in the contingent liabilities (liabilities from warranty contracts). (in € million) 2014 TotalDomestic Foreign Corporate Division Metall 852 415437 Corporate Division Controls 403 64339 8. Other financial commitments Corporate Division Defence 488 318170 Corporate Division Aerosystems 975 544431 Financial commitments from long-term contracts amount to Corporate Division Metering € 661 million. They relate above all to commitments under rental and leasing contracts, purchase commitments and 308 Services/other Total: 69 239 13121 3,039 1,4221,617 commitments from quantity contracts for Metall for which prices have not yet been finally fixed (purchasing), Foreign sales are mainly generated in Europe, China and commitments from commodity futures contracts (Metall), North America. offset obligations as well as obligations to pay back development cost subsidies. Taking into account the changes in the consolidated group, a sales increase of € 67 million was achieved over 2014. 2. Amortization and depreciation Non-scheduled depreciation in the amount of € 1.0 million was made. This concerned exclusively the item „Amortization and depreciation on intangible assets and tangible assets“ in the income statement. 41 3. Other operating expenses VII. Other information Other operating expenses include other taxes in the 1. Explanations concerning the cash flow statement amount of € 7.3 million. The cash flow statement is prepared using the indirect method in accordance with the German Accounting 4. Taxes on income Standard No. 21. Cash and cash equivalents include cash in hand and cash at bank reduced by current liabilities due This item includes corporate income tax, trade income tax, to banks. deferred income taxes and comparable foreign profit taxes. Payments to shareholders include distribution of profits to third-party shareholders as well as withdrawals for taxation 5. Income/expenses relating to other accounting of the shareholders of Diehl Stiftung & Co. KG. periods Other operating income includes income relating to other 2. Employees accounting periods in the amount of € 37.3 million, mainly resulting from the reversal of accruals, book profits from the disposal of fixed assets as well as income from the reversal of provision for bad debts. Expenses relating to other accounting periods amounted to € 17 million. Annual average 2015 2014 Corporate Division Metall 3,2263,135 Corporate Division Controls 3,1912,907 Corporate Division Defence 2,3772,760 Corporate Division Aerosystems 4,450 Corporate Division Metering 1,9261,849 Services/other Staff members 6. Extraordinary expenses Extraordinary expenses include an addition to pension reserves in accordance with Art. 67, Para 1, sentence 1 of the Introductory Act to the Commercial Code (€ 5.6 million). 42 Apprentices Total: 4,177 367377 15,53715,205 458451 15,99515,656 The decrease in staff of 47 persons results from changes in the consolidated group. Notes to the Consolidated Financial Statements of Diehl Verwaltungs-Stiftung for Fiscal Year 2015 3. Fees paid for services provided by auditors (in € thousand) Group auditor Other auditors Type Annual audit services1,177 89 Audit-related services455 Tax consultation services393 34 Other services 4591 Total: 2,074129 4. Information required pursuant to Art. 314, Para 1, 5. Special regulations for business partnerships no. 6 of the German Commercial Code Total remunerations for the members of the Executive Due to their inclusion in and publication of the consolidated Board amounted to € 4,004 thousand in the reporting financial statements, the following partnerships are relieved period. The emoluments of former members of the from the obligation to publish their audited annual Executive Board and their surviving dependants amounted financial statements pursuant to Art. 264b of the German to € 700 thousand. Pension obligations to these persons Commercial Code: amounted to € 9,473 thousand. Remunerations for the Supervisory Board members amounted to € 1,094 Diehl AKO Stiftung & Co. KG, Wangen im Allgäu, Diehl BGT thousand. Defence GmbH & Co. KG, Überlingen, Diehl Metall Stiftung & Co. KG, Röthenbach a. d. Pegnitz, Diehl Röthenbach GmbH & Co. KG, Nürnberg, Diehl Stiftung & Co. KG, Nürnberg, Diehl VA Systeme Stiftung & Co. KG, Überlingen and Sundwiger Messingwerk GmbH & Co. KG, Hemer. Nürnberg, March 31, 2016 Diehl Verwaltungs-Stiftung The Executive Board 43 Stock Ownership of the Group as of December 31, 2015 1. Consolidated Companies Name and registered office of company Share in capital % Production and sales companies Germany AIM Infrarot-Module GmbH, Heilbronn Apparatebau Gauting Gesellschaft mit beschränkter Haftung, Gauting Diehl Aerospace GmbH, Überlingen Diehl Aircabin GmbH, Laupheim 50.0 100.0 51.0 94.0 Diehl AKO Stiftung & Co. KG, Wangen im Allgäu 100.0 Diehl BGT Defence GmbH & Co. KG, Überlingen 100.0 Diehl Comfort Modules GmbH, Hamburg 100.0 Diehl Connectivity Solutions GmbH, Nürnberg 100.0 Diehl Defence Land Systems GmbH, Freisen 100.0 Diehl & Eagle-Picher Gesellschaft mit beschränkter Haftung, Röthenbach 55.0 DIEHL Gas Metering GmbH, Ansbach 100.0 Diehl Metal Applications GmbH, Röthenbach a. d. Pegnitz 100.0 Diehl Metall Stiftung & Co. KG, Röthenbach a. d. Pegnitz 100.0 Diehl Metering GmbH, Ansbach 98.8 Diehl Metering Systems GmbH, Nürnberg 100.0 Diehl Service Modules GmbH, Hamburg 100.0 Diehl Werkzeugbau Seebach GmbH, Seebach 100.0 DynITEC GmbH, Troisdorf 58.8 JUNGHANS Microtec GmbH, Dunningen 55.0 SMH Süddeutsche Metallhandelsgesellschaft mit beschränkter Haftung, Nürnberg 100.0 Sundwiger Messingwerk GmbH & Co. KG, Hemer 100.0 Zehdenick Innovative Metall- und Kunststofftechnik GmbH, Zehdenick 100.0 Other countries 44 Diehl Aerospace, Inc., Sterrett / Alabama, USA 100.0 Diehl Aircabin Hungary Kft., Nyirbátor, Hungary 100.0 Diehl Augé Découpage SAS, Besançon, France 100.0 Diehl Controls (Nanjing) Co. Ltd., Nanjing, China 100.0 Diehl Controls México S.A. de C.V., El Marqués / Querétaro, Mexiko 100.0 Diehl Controls North America Inc., Wilmington, Delaware, USA 100.0 Diehl Controls Polska Sp. z o.o., Namyslów, Poland 100.0 Diehl do Brasil Metalúrgica Limitada, São Paulo, Brazil 100.0 Diehl Hellas Monoprosopi Eteria Periorismenis Efthinis i.L., Athen, Greece 100.0 Diehl Iberia Sistemas, S.A., Sevilla, Spain 100.0 Diehl Metal India Private Limited, Pune, Maharashtra, India 100.0 Diehl Metall (Shenzhen) Co. Ltd., Shenzhen, China 100.0 Diehl Metering ApS, Esbjerg, Denmark 100.0 Diehl Metering GesmbH, Wien, Austria100.0 Name and registered office of company Share in capital % Production and sales companies Other countries (continuation) DIEHL METERING INDUSTRIA DE SISTEMA DE MEDICAO LTDA., Recife, Brazil 100.0 Diehl Metering (Jinan) Co. Ltd., Jinan, China 100.0 Diehl Metering S.A.S., Saint-Louis, France 100.0 Diehl Metering Sp. z o.o., Baz·anowice, Poland 100.0 DIEHL POWER ELECTRONIC SAS, Siaugues Sainte Marie, France 100.0 Diehl SynchroTec Manufacturing (Wuxi) Co., Ltd., Wuxi, Jiangsu, China 100.0 Franconia Industries, Inc., Meriden, Connecticut, USA 100.0 Junghans T2M SAS, La Ferté Saint-Aubin, France 100.0 Magyar Optikai M´úvek Vízméréstechnikai Zártkör´úen M´úköd´ó Részvénytársaság, Mátészalka, Hungary 100.0 The Miller Company, Meriden / Connecticut, USA 100.0 Management, property and other companies Germany Afelixa Grundstücksverwaltungsgesellschaft mbH & Co. Vermietungs KG, Mainz 94.0 Dasell Cabin Interior Holding GmbH, Nürnberg 100.0 Diehl Aerosystems-Holding GmbH, Nürnberg 100.0 Diehl Aerosystems-Interior-Holding GmbH, Nürnberg 100.0 Diehl Assekuranz Rückversicherungs- und Vermittlungs-AG, Nürnberg 100.0 Diehl Ausbildungs- und Qualifizierungs-GmbH, Nürnberg 100.0 Diehl Beteiligungen GmbH, Nürnberg 100.0 Diehl BGT Defence Verwaltungs-GmbH, Überlingen 100.0 Diehl Controls Nürnberg Verwaltungs GmbH, Nürnberg 100.0 Diehl Defence Holding GmbH, Überlingen 100.0 DIEHL Informatik GmbH, Nürnberg 100.0 Diehl Röthenbach GmbH & Co. KG, Nürnberg 100.0 Diehl Röthenbach Verwaltungs GmbH, Nürnberg 100.0 Diehl Stiftung & Co. KG, Nürnberg 0.0 Diehl Track Gesellschaft mit beschränkter Haftung, Nürnberg 100.0 Diehl VA Systeme Stiftung & Co. KG, Überlingen 100.0 Diehl Ventures GmbH, Nürnberg 100.0 GEBRÜDER JUNGHANS GESELLSCHAFT MIT BESCHRÄNKTER HAFTUNG, Röthenbach a. d. Pegnitz 95.8 GMD Beteiligungs GmbH, Nürnberg 100.0 Goma GmbH, Röthenbach a. d. Pegnitz 100.0 Gummiwerk Blankenheim GmbH, Nürnberg 100.0 Integra Vermögensverwaltungs- und Beteiligungsgesellschaft mbH, Nürnberg 100.0 Neubrandenburger Fahrzeugwerke GmbH, Nürnberg 100.0 Pyrotechnische Fabrik (PYF) GmbH, Röthenbach a. d. Pegnitz 100.0 Sundwiger Messingwerk Verwaltungs GmbH, Hemer 100.0 45 Stock Ownership of the Group as of December 31, 2015 1. Consolidated Companies (continuation) Name and registered office of company Share in capital % Management, property and other companies Other countries Borg Instruments Inc., Meriden / Connecticut, USA 100.0 Diehl Metal Applications France SAS, Besançon, France 100.0 Hydrometer Verwaltungsgesellschaft mbH, Wien, Austria 100.0 Metares SAS, Saint-Louis, France 100.0 2. Affiliated companies Management, property and other companies Diehl Metering FZE, Dubai, United Arab Emirates 100.0 Diehl Metering Limited, Halifax / West Yorkshire, Great Britain 100.0 Diehl Metering Pte. Ltd., Singapore 100.0 Diehl Metering S.R.L., Milano, Italy 100.0 Diehl Middle East GmbH, Nürnberg 100.0 Diehl Propiedades S.A. i.L., Buenos Aires, Argentina100.0 Diehl S.A.I.C.F y de M. i.L., Buenos Aires, Argentina100.0 46 FFT Fahrzeugbau und Fahrzeugtechnik GmbH, Nürnberg 100.0 Heinrich Diehl Gedächtnisfonds Gesellschaft mit beschränkter Haftung, Nürnberg 100.0 Mauser-Werke Oberndorf Unterstützungskasse Gesellschaft mit beschränkter Haftung, Oberndorf am Neckar 100.0 3. Associated companies (equity accounting) Name and registered office of company Share in capital % Diehl Raytheon Missile Systeme, GmbH, Überlingen 50.0 EuroSpike GmbH, Röthenbach a.d. Peg. 40.0 GIWS Gesellschaft für Intelligente Wirksysteme mbH, Nürnberg 50.0 LOG GmbH, Bonn 25.0 PARSYS GmbH, Schrobenhausen 50.0 RAM-SYSTEM Gesellschaft mit beschränkter Haftung, Ottobrunn 50.0 4. Investments (share in capital 20%) Diehl Kuwait General Trade & Contracting W.L.L., Dasman, Kuwait 49.0 HIL Industrie-Holding GmbH, Bonn 33.3 OEM Defence Services SAS, Elancourt, France 20.0 OEMServices SAS, Tremblay en France, France 25.0 Schramberger Wohnungsbau, Gesellschaft mit beschränkter Haftung, Schramberg 24.1 Troisdorf Genehmigungshaltergesellschaft mbH, Troisdorf 20.0 47 Consolidated Statement of Fixed Assets of Diehl Verwaltungs-Stiftung (in € thousand) Cost of acquisition/manufacture As of As of Dec. 31, 2014 Changes Additions Write-ups Disposals Transfers Dec. 31, 2015 I. Intangible assets 1.Acquired concessions, industrial property rights and licenses 104,958 – 2,265 5,169 0 932 1,536 108,466 2.Goodwill 218,5521,446 271 0 0 0 220,269 3.Advance payments 1,493 – 11 3,21200 – 1,589 3,105 325,003 – 830 8,652 0 932 – 53 331,840 II. Tangible assets 1.Real property, corporeal rights in real property and buildings, including buildings on real property of third parties 2. Technical equipment and machinery 3. Other equipment, factory and office equipment 4. Advance payments and assets under construction 510,852 3,281 18,073 0 9,098 5,434 528,542 772,883 – 37,788 27,007 0 16,032 15,348 761,418 484,107 – 28,231 26,279 0 11,583 7,384 477,956 44,699 77 37,0760 227 – 28,113 53,512 1,812,541 – 62,661 108,435 0 36,940 53 1,821,428 III.Financial assets 1. Shares in affiliated companies 13,0490 490 9090 12,189 2. Shares in associated companies 2,002 – 110 1,5570 0 3,548 3. Other investments 2,68100000 2,681 4. Loans to companies in which participations are held 1,119000 2070 912 5. Long-term securities 6. Other loans Total 48 700020 5 2,5330 5450 180 3,060 21,391 – 11 2,158,935 – 63,502 594 1,5571,136 117,681 1,557 39,008 0 22,395 0 2,175,663 Amortization/Depreciation Net book value Diff. between exchange rate as of As of Dec. 31 and yearly As of As of As of Dec. 31, 2014 Changes Additions Write-ups Disposals Transfers average rate Dec. 31, 2015 Dec. 31, 2015 Dec. 31, 2014 90,936 – 1,967 7,735 0 927 0 – 26 95,751 12,715 14,022 199,4511,4468,149 0 0 0 0 209,046 11,223 19,101 00000 000 3,105 1,493 290,387 – 521 15,884 0 927 0 – 26 304,797 27,043 34,616 339,178 339 10,177 – 1,570 5,703 0 – 23 342,398 186,144 171,674 657,621 – 36,737 31,119 0 15,886 260 – 111 636,266 125,152 115,262 367,594 – 25,376 24,511 0 10,405 – 260 – 99 355,965 121,991 116,513 1,139 194 6220 194 00 1,761 51,751 43,560 1,365,532 – 61,580 66,429 – 1,570 32,188 0 – 233 1,336,390 485,038 447,009 11,236000 25 00 11,211 978 1,813 0 0000 0 0 0 3,548 2,002 2,0750000 00 2,075 606 606 00000 000 912 1,119 20000 00235 00000 000 3,060 2,533 13,313 1,669,232 0 – 62,101 0 82,313 0 – 1,570 25 33,140 0 0 013,2889,107 8,078 – 259 1,654,475 521,188 489,703 49 Residual Terms of Liabilities as of December 31, 2015 (in € thousand) Liabilities: Of which with a Of which with a Of which with a Total residual term of residual term of residual term of As of Dec. 31, 2015 up to 1 year 1 to 5 years more than 5 years 1.Liabilities due to banks 194,321 59,407 120,256 14,658 2.Advance payments received 167,156125,478 41,678 0 3.Trade payables 269,872 0 4.Payables due to affiliated companies 269,469 403 346346 0 0 5.Payables due to companies in which participations are held 37,64632,575 5,071 6.Other liabilities 202,685195,071 3,869 Total: 872,026 682,346171,277 18,403 Auditor‘s Report We have audited the consolidated financial statements prepa- group management report are examined primarily on a test red by Diehl Verwaltungs-Stiftung, Nuremberg, comprising the basis within the framework of the audit. The audit includes balance sheet, the income statement, statement of changes in assessing the annual financial statements of the companies equity, cash flow statement and the notes to the consolidated included in consolidation, the determination of the companies financial statements, together with the group management to be included in consolidation, the accounting and consolida- report for the business year from January 1st to December tion principles used and significant estimates made by the 31st 2015. The preparation of the consolidated financial state- Foundation‘s Board of Managing Directors, as well as evalua- ments and the group management report in accordance with ting the overall presentation of the consolidated financial German commercial law is the responsibility of the parent statements and the group management report. We believe Foundation‘s Board of Managing Directors. Our responsibility is that our audit provides a reasonable basis for our opinion. to express an opinion on the consolidated financial statements and the group management report based on our audit. Our audit has not led to any reservations. We conducted our audit of the consolidated financial state- In our opinion based on the findings of our audit, the consoli- ments in accordance with § (Article) 317 HGB („Handelsge- dated financial statements comply with the legal requirements setzbuch“: „German Commercial Code“) and German gene- and give a true and fair view of the net assets, financial posi- rally accepted standards for the audit of financial statements tion and results of operations of the Group in accordance promulgated by the Institut der Wirtschaftsprüfer (Institute with (German) principles of proper accounting. The group of Public Auditors in Germany) (IDW). Those standards management report is consistent with the consolidated finan- require that we plan and perform the audit such that cial statements and as a whole provides a suitable view of misstatements materially affecting the presentation of the net the Group‘s position and suitably presents the opportunities assets, financial position and results of operations in the con- and risks of future development. solidated financial statements in accordance with (German) principles of proper accounting and in the group management report are detected with reasonable assurance. Munich, 12 May 2016 Knowledge of the business activities and the economic and PricewaterhouseCoopers legal environment of the Group and expectations as to possible Aktiengesellschaft misstatements are taken into account in the determination of Wirtschaftsprüfungsgesellschaft audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the 50 0 disclosures in the consolidated financial statements and the Dr. Peter Bartels Thorsten Dzulko Wirtschaftsprüfer (German Public Auditor) Wirtschaftsprüfer (German Public Auditor) 3,745 Supervisory Board Report During 2015, the Executive Board regularly informed the Dr. Herbert Fehrecke (until May 31, 2016), Supervisory Board about the course of business, the former member of the Management Board situation of the corporate group and important individual of Drägerwerk AG & Co. KGaA, business transactions. The questions and decisions resulting from this reporting were discussed comprehensively in Mr. Claus Mänz-Siebje, meetings. The Supervisory Board was especially concerned Former Chairman of the Supervisory Board of with the market orientation of the corporate group and Diehl-Verwaltungs-Stiftung. corporate divisions as well as the financial and earnings situation. For these issues, the Supervisory Board again Dr. Klaus Probst (from June 1, 2016) received the Advisory Board‘s esteemed advice. former CEO of Leoni AG. The Advisory Board comprises: The Consolidated Financial Statements and the Group Management Report of Diehl Verwaltungs-Stiftung were Prof. Dr. Nikolaus Schweickart, audited by PricewaterhouseCoopers AG Wirtschafts- Chairman, prüfungsgesellschaft and certified without qualification. Chairman of ALTANA Kulturstiftung gGmbH The Supervisory Board has taken note of the audit result. and former CEO of ALTANA AG The Supervisory Board would like to express its thanks to Mr. Werner Reinl, the Advisory Board, the Executive Board, the members Deputy Chairman, of the Works Councils and all employees of the corporate former member of the Executive Board of group for the work performed in the past fiscal year. Diehl Verwaltungs-Stiftung. Until March 31, 2016, Mr. Reinl temporarily resigned his seat because he was appointed President For the Supervisory Board of the Diehl Metall Division Board on an interim basis, Dr. Klaus Maier Dr. Olaf Berlien, Chairman CEO of Osram Licht AG, Nürnberg, May 12, 2016 51 From the History of the Diehl Corporation 1902 Margarete and Heinrich Diehl open an art foundry 1960 Takeover of the Mariahütte foundry 1907 Birth of Karl Diehl on the 4th of May 1962 Start of the Data Technology and Text Systems business line 1914 Production of cast brass rods begins 1916 First production of shells due to the war situation 1917 Construction of a metal, casting and pressing plant 1920 Construction of a modern extrusion press for producing rods and tubes Opening of the first fully continuous double line casting plant for brass 1934 Mass production of mechanical precision products 1966 Presentation of the freely programmable electronic calculator “combitron” 1938 Construction of a new brass mill in Röthenbach a d Pegnitz 1967 First serially produced large quartz clock by Junghans in Germany 1939 Classification as a war-relevant company 1972 Electro-mechanical table calculators are phased out 1945 Demolition/Resumption of civil production 1946 Production of clocks and watches resumed 1950 Start of calculator production 1952 Foundation of “Heinrich Diehl Memorial Fund“ 1953 First production of time switches 1955 Defence production starts 1957 Acquisition of the majority share in Junghans AG, Schramberg 1958 Acquisition of Sundwiger Messingwerk KG, Hemer 1959 Acquisition of the Remscheid Backhaus foundry – Start of track production 52 1963 Market introduction of the four-mode calculator “transmatic” First aviation activities in the maintenance sector Development and production of the world´s first battery clock, the legendary “mini clock“ Sports clocking systems by Junghans take the times of Olympic athletes in München 1973 Foundation of the business unit Timers and Data Equipment 1975 Majority shares in CTM Computer Technik Müller GmbH, Konstanz Acquisition of majority shares in Eurosil, the leading manufacturer of electronic integrated circuits Development of plug-in timers starts 1977 Takeover of Emde KG – Begin of rubber/rubber- metal production in Blankenheim Presentation of a fully electronic stove timer at the Domotechnica trade show in Köln 1979 Takeover of Mauser Werke Oberndorf GmbH, including Comet GmbH, Bremerhaven, and of Metaalwaren-Fabriek Tilburg B. V. 1981 Construction of a new strip rolling mill at Sundwiger Messingwerk 1984 Development of the world‘s first solar clock and development of a radio-controlled clock at Junghans 1985 Opening of the new development center at Röthenbach a d Pegnitz 1986 Acquisition of FFG Flensburger Fahrzeugbau Gesellschaft mbH Sale of CTM Computertechnik Müller GmbH 1987 Founding of the Karl-Diehl-Stiftung (foundation) for Needy Persons 1988 Commissioning of the automated MLRS assembly line in Mariahütte 1989 Acquisition of Bodenseewerk Gerätetechnik GmbH (BGT), Überlingen Inauguration and production start of the new Controls Division facility in Nürnberg, Donaustraße 1990 Junghans presents the world‘s first analog radio-controlled watch After the reunification of Germany, Junghans founds Eurochron GmbH in Thuringia 1992 The world‘s first radio-controlled solar watch by Junghans Diehl acquires IWS Industriewerke Saar GmbH, Freisen 1995 Production start for newly developed cadmium-free and environmentally friendly trolley wire for Deutsche Bahn AG Market introduction of the first radio-controlled solar watch with ceramic case Diehl and Lockheed are selected as partners for the implementation of a 120 mm terminal guidance mortar program by the US-Army 1996 Successful demonstration of IRIS-T performance Introduction of a wireless system for consumption recording in apartments 1997 Diehl acquires the French Griset S.A., Villers St.-Paul BGT acquires a 50% share of AEG Infrarot-Module GmbH, Heilbronn With the first firing of a guided MLRS rocket world- wide, the Ammunition Division proves the system features “increased range” and “hit accuracy improvement” German Procurement Agency places an order with the Diehl Joint Venture GIWS for production of the SMArt 155 sensor-fuzed munition 1998 Karl Diehl sets up a family foundation – the company is renamed Diehl Stiftung & Co. Commissioning of the new indirect extrusion press at the Röthenbach site 300 years Sundwiger Messingwerk 1993 Acquisition of VDO Luftfahrtgeräte, Frankfurt, through Diehl´s subsidiary BGT Development contract for multi-national Guided MLRS program is signed Divestment of Aero-Dienst GmbH to ADAC Successful test of the first autonomous radar-guided all-weather antitank submunition delivered by an artillery rocket 1994 Diehl takes over AKO-Werke GmbH & Co. KG, Wangen Sale of Mauser-Werke, Oberndorf, begins 1999 Restructuring into four divisions: Metall, Controls, Geräte and VA Systeme Commissioning of the strip slitting center in Shenzhen, China Lockheed Martin and Diehl found Euro Rocket System GmbH, Nürnberg, a joint venture for the development of a guided MLRS rocket Go-ahead for SMArt 155 production 53 From the History of the Diehl Corporation 2000 Acquisition of The Miller Company by Diehl Metall Membership in the German industrial foundation “Remembering, Responsibility and the Future” Foundation of Diehl Avionik Systeme GmbH, Überlingen Alliance for anti-ship missiles with the swedish SAAB Group Foundation of Diehl Controls Polska Sp.z.o.o., Namyslov Sale of the Junghans Group to EganaGoldpfeil 2001 Sale of Flensburger Fahrzeugbau Gesellschaft, closure of Neubrandenburger Fahrzeugwerke and concentration of repair business at Industriewerke Saar in Freisen Diehl-owned fund (previously established in 1997) settlement to provide financial assistance to former forced labor convicts Merger of the defence activities within the VA Corporate Division 2002 100 years Diehl 54 Karl Diehl transfers the chairmanship of the Supervisory Board to his eldest son, Werner Diehl The large-scale investment project for rod manu- facturing is complete at Diehl Metall in Röthenbach The construction of the new strip rolling mill begins at Sundwiger Messingwerk Establishment of Diehl Controls North America 2004 Merger of the subsidiaries Bodenseewerk Geräte technik and Diehl Munitionssysteme to form Diehl BGT Defence GmbH Raytheon and Diehl found the joint company Diehl Raytheon Missile Systeme Foundation of Hydrometer (Shandong) Metering Co., Ltd. in Jinan, China Diehl BGT Defence as prime contractor is awarded the series-production contract for the 6-nation IRIS-T missile program 2005 Internationalization pushed ahead in the Metall and Controls Corporate Divisions as well as at Hydrometer Participation in HIL Heeresinstandsetzungslogistik GmbH Diehl Luftfahrt Elektronik supplies innovative lighting technology for the Boeing 787 „Dreamliner“ aircraft Sale of Comet to the British Chemring Group With acquisition of the minority shares held by MATRA/EADS (13.3%) in Diehl BGT Defence, Diehl’s interest increases to 100% 2006 VA Systeme Corporate Division opens development center in Rostock Merger of Diehl Avionik Systeme and Diehl Luftfahrt Elektronik to form Diehl Aerospace Foundation of Diehl Power Electronic OTB Group included in the consolidated entity 2007 Karl Diehl celebrates his 100th birthday 2003 The German Parliament ratifies the IRIS-T project. BGT is awarded the series-preparation and pilotlot contract Takeover of Augé Découpage Sale of Metaalwaren-Fabriek Tilburg Hydrometer group is integrated in consolidated group Establishment of Diehl Controls Mexico S.A. in Querétaro Diehl receives order for development of IRIS-T SL as secondary missile for the Medium Extended Air Defence System (MEADS) Establishment of Diehl SynchroTec Manufacturing (Wuxi) Co. Ltd. Diehl VA Systeme is divided into the new Corporate Divisions „Diehl Defence“ and „Diehl Aerosystems“ Contract awarded for important work packages in the Airbus A380 program Diehl Metall starts new steel synchronizer ring production at Röthenbach 2008 Karl Diehl dies on January 19 at the age of 100 2013 Sale of the business field „inverters for photovoltaic solar power systems“ in the Controls Corporate Division Junghans Microtec bundles fuze activities from Diehl and Thales Irmgard Diehl Kinderstiftung (Children‘s Foundation) is established Shareholders appoint Claus Mänz-Siebje Chairman of the Supervisory Board 2014 Change of Chairman of the Supervisory Board: Dr. Klaus Maier succeeds Claus Mänz-Siebje who becomes member of the Advisory Board Diehl and Thales take over Airbus plant at Laupheim Airbus A350 XWB production start-up 2009 Diehl assembles first RBS15 Mk3 missile in Germany Gradual change of the subsidiary names in the Metering Corporate Division to „Diehl Metering“ Diehl takes over AOA Apparatebau Gauting GmbH Expansion of the production capacities at Diehl Aircabin Hungary in Nyírbátor by laying the foundation stone for a second plant Commissioning of new vertical casting facility in Röthenbach Establishment of Diehl Metal Applications GmbH Acquisition of Swiss Gas Metering AG 2010 Takeover of EVB Energie AG Merger of Schempp & Decker with OTB to form Diehl Metal Applications GmbH 2015 Airbus A350 XWB enters scheduled passenger service Acquisition of DASELL Cabin Interior GmbH from Airbus Hydrometer Group becomes Metering Corporate Division Diehl Defence sells operating business of Diehl Defence Land Systems GmbH to Krauss-Maffei Wegmann Integration of Zehdenick Innovative Metall- und Kunststofftechnik (ZIMK) into Metall Corporate Division Sale of Diehl Metering subsidiary MOM 2011 Concentration of Diehl Defence‘s vehicle business in the newly founded subsidiary Diehl Land Systems GmbH Foundation of Diehl Aircabin Hungary in Nyirbator/Hungary Acquisition of Hamburg-based galley manufacturer Mühlenberg Interiors GmbH & Co. KG 2016 Shareholder Peter Diehl dies on February 6 at the age of 66 Diehl supports start-up companies: foundation of Diehl Ventures GmbH Diehl family gives Karl Diehl‘s Dürer collection to Nürnberg as a gift 2012 Sale of Griset Takeover of Schempp & Decker in Berlin Diehl takes over Thales‘ 49% share in Diehl Aircabin Expansion of the circle of shareholders to include the fourth family generation 55 Diehl Stiftung & Co. KG PR-Department Stephanstraße 49 90478 Nürnberg Phone +49 911 947-24 92 Fax +49 911 947-36 43 www.diehl.com V-Oe/08/2016/2.5/au Editor: