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<strong>2005</strong><br />

<strong>Annual</strong> <strong>Report</strong><br />

<strong>MAN</strong> <strong>Ferrostaal</strong> AG


At a glance<br />

The <strong>MAN</strong> Group<br />

In <strong>2005</strong>, <strong>MAN</strong> <strong>Ferrostaal</strong> achieved the second-best operating result in the company's history<br />

with € 90 million.<br />

The target Return on Sales figure of 3.2% set for 2007 was achieved ahead of schedule in<br />

the last fiscal year.<br />

The Return on Capital Employed rose to 38.1%.<br />

Value added, meanwhile, reached € 64 million.<br />

Millions € <strong>2005</strong> 2004 Difference in %<br />

Order intake 3,077 3,508 – 12<br />

Germany 502 524 – 4<br />

Abroad 2,575 2,984 – 14<br />

Sales 2,789 3,185 – 12<br />

Germany 436 490 – 11<br />

Abroad 2,353 2,695 – 13<br />

Orders on hand1) 2,358 2,259 4<br />

Employees (number) 1) 4,773 4,679 2<br />

Germany 2,808 2,927 – 4<br />

Abroad 1,965 1,752 12<br />

€<br />

Difference in millions<br />

Earnings before interest and tax (EBIT) 90 72 18<br />

Earnings before tax (EBT) 74 62 12<br />

Earnings after tax 55 55 0<br />

Investments 33 36 – 3<br />

Depreciation of assets and investments 21 34 – 13<br />

Cash flow from operating activities 315 – 60 375<br />

Cash flow from investment activities – 25 – 14 – 11<br />

Cash and cash equivalents1) 373 462 – 89<br />

Net liquidity1) 511 494 17<br />

Equity1) 335 307 28<br />

1) Value as at<br />

31/12/<strong>2005</strong><br />

compared with value<br />

as at 31/12/2004


The <strong>MAN</strong> Group<br />

<strong>MAN</strong> is one of Europe´s leading engineering groups. As a systems provider employing some 58,000 people in its<br />

five core areas of Commercial Vehicles, Industrial Services, Printing Systems, Diesel Engines and Turbomachines,<br />

<strong>MAN</strong> operates in 120 countries. In <strong>2005</strong>, <strong>MAN</strong> generated sales of €14.7 billion. The <strong>MAN</strong> Group ranks among the<br />

top three suppliers in each of its markets and is a technological leader. <strong>MAN</strong>´s blue-chip shares are listed in the<br />

DAX30. engineering the future.<br />

Business Area Profile<br />

Commercial Vehicles <strong>MAN</strong> Nutzfahrzeuge<br />

is one of Europe´s leading manufacturers of trucks and buses<br />

and with production facilities in Africa, Asia and Europe, is<br />

active on an international scale.<br />

Industrial Services <strong>MAN</strong> <strong>Ferrostaal</strong><br />

is a worldwide supplier of industrial services.<br />

Printing Systems <strong>MAN</strong> Roland Druckmaschinen<br />

is a globally leading manufacturer and system supplier<br />

for the graphic industry.<br />

Diesel Engines <strong>MAN</strong> B&W Diesel<br />

leads the world market for two-stroke propulsion engines<br />

and is the world´s leading supplier of large four-stroke<br />

diesel engines.<br />

Turbomachines <strong>MAN</strong> TURBO<br />

is one of the world´s leading manufacturers of thermal<br />

turbomachines with production plants in Germany, Switzerland.<br />

and Italy.


Range of Products/Services Key Figures (€ million) <strong>2005</strong> 2004<br />

– Trucks from 6 to 50 t to meet every need<br />

– City buses and luxury coaches<br />

– Comprehensive vehicle services<br />

– Engines for vehicles, marine and industrial applications<br />

– Transport solutions to meet specific customer needs<br />

across the world<br />

– Leading general contractor for international plant<br />

engineering in the sectors of petrochemicals, oil and gas,<br />

power stations and metallurgy<br />

– International service-provider for supplying merchant vessels<br />

– Logistics services for the steel and automobile industries<br />

– Sales and service partner for printing presses and<br />

packaging machinery<br />

– Global market leader in web-offset presses for newspaper<br />

and commercial printing<br />

– Second-largest supplier of sheet-offset presses to the<br />

publishing, advertising and packaging industries<br />

– Services and software products for all printing needs<br />

– Two-stroke diesel engines for marine propulsion and power stations<br />

– Four-stroke diesel engines for marine propulsion, on-board<br />

power generation and power stations<br />

– Four-stroke dual-fuel and spark-ignited gas engines for<br />

power stations and offshore applications<br />

– Exhaust-gas turbochargers<br />

– PrimeServ – after-sales services<br />

– Extensive range of products for the development,<br />

manufacture and assembly of customized plant and<br />

machine trains<br />

– Applications for the primary industry and for the oil<br />

and gas industry<br />

– World´s only center for assembling and testing sets of<br />

plant equipment weighing up to 1,000 t<br />

Order intake 9,434 7,589<br />

Sales 7,377 6,799<br />

Operating profit 469 322<br />

Employees* 33,368 33,810<br />

Return on sales ROS (%)<br />

Return on capital employed<br />

6.4 4.7<br />

ROCE (%) 17.9 12.6<br />

Order intake 3,077 3,508<br />

Sales 2,789 3,185<br />

Operating profit 90 72<br />

Employees* 4,773 4,679<br />

Return on sales ROS (%)<br />

Return on capital employed<br />

3.2 2.3<br />

ROCE (%) 38.1 34.1<br />

Order intake 2,109 1,885<br />

Sales 1,738 1,620<br />

Operating profit 65 3<br />

Employees* 8,832 9,026<br />

Return on sales ROS (%)<br />

Return on capital employed<br />

3.7 0.2<br />

ROCE (%) 23.2 0.6<br />

Order intake 2,203 1,872<br />

Sales 1,666 1,421<br />

Operating profit 117 55<br />

Employees* 6,423 6,731<br />

Return on sales ROS (%)<br />

Return on capital employed<br />

7.1 3.9<br />

ROCE (%) 26.1 10.9<br />

Order intake 850 675<br />

Sales 694 659<br />

Operating profit 43 36<br />

Employees* 2,476 2,472<br />

Return on sales ROS (%)<br />

Return on capital employed<br />

6.2 5.5<br />

ROCE (%) 23.3 15.7<br />

* Number at December 31, <strong>2005</strong> and 2004


Contents<br />

II At a glance<br />

III The <strong>MAN</strong> Group<br />

02 The <strong>MAN</strong> <strong>Ferrostaal</strong> Group<br />

04 Supervisory Board<br />

05 Executive Board<br />

06 <strong>Report</strong> of the Supervisory Board<br />

08 <strong>Report</strong> of Executive Board<br />

Consolidated Management <strong>Report</strong><br />

11 Economic environment<br />

14 Business highlights at <strong>MAN</strong> <strong>Ferrostaal</strong><br />

20 Projects & Contracting<br />

26 Services & Logistics<br />

31 Employees<br />

34 Risk Management<br />

39 Quality Assurance<br />

40 Strategy and Outlook<br />

Magazine<br />

42 Exporting a model for success<br />

48 Opening up new markets<br />

58 Consolidated financial statements<br />

90 Audit certificate of the auditor<br />

92 Glossary<br />

94 Our main domestic subsidiaries<br />

V Seven-year financial summary<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONTENTS<br />

1


2<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

THE <strong>MAN</strong> FERROSTAAL GROUP<br />

The <strong>MAN</strong> <strong>Ferrostaal</strong><br />

Group<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>, a subsidiary of the <strong>MAN</strong> Aktiengesellschaft, is a global provider<br />

of industrial services. We have assumed leading market positions in both our Projects &<br />

Contracting and Services & Logistics divisions.<br />

Projects & Contracting<br />

The Projects & Contracting division comprises the business segments Industrial Projects and<br />

Marine Business. This division brings together all of our project-based activities:<br />

In the business segment Industrial Projects, we carry out major industrial projects on behalf<br />

of our customers. As a general contractor, we handle project development, including the provision<br />

of financing solutions – in selected cases with our own equity involvement – and project<br />

management for turnkey industrial facilities. In this field, we focus on the market segments<br />

oil and gas, petrochemicals, industrial power plants, metallurgy, and, in the future, we will<br />

also focus on pulp and paper and on renewable energies. In addition to our many years of<br />

experience and our worldwide network, one of the main reasons for our success is our independence<br />

in the market. Unlike many of our competitors in the planning and construction of<br />

industrial plants, we are not tied to any specific processes or suppliers. We offer our customers<br />

tailor-made solutions based on their individual needs, and select the best technologies and<br />

products to accomplish the job.<br />

The business segment Marine Business is concerned with the financing, design, construction<br />

and supply of ships in collaboration with renowned shipyards. Our product portfolio is focused<br />

on special vessels, such as powerful tugboats and double-hulled tankers. In collaboration with<br />

ThyssenKrupp Marine Systems, we distribute naval ships worldwide. Another key activity in<br />

this business segment is the assumption and handling of obligations arising from countertrade<br />

deals. In this area, we are one of the leading companies in Germany, and distinguish ourselves<br />

from the competition through our internationalism, profound knowledge of markets, and our<br />

long-standing partnerships with private and state customers.


<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

THE <strong>MAN</strong> FERROSTAAL GROUP<br />

Services & Logistics<br />

The Services & Logistics division comprises the business segments Equipment Solutions and<br />

Supply Chain Solutions and brings together our service and logistics activities:<br />

In the business segment Equipment Solutions, we are positioned as a sales and service partner<br />

for renowned machine manufacturers, with a focus on printing, packaging and high-quality<br />

special machines. In this sector, we work as a systems supplier with a broad portfolio covering<br />

entire value-added chains, for which we offer intelligent financing solutions. Thanks to our<br />

many years of hard work and commitment, we are now the biggest manufacturer-independent<br />

systems supplier of graphical machines and services in the southern hemisphere. In addition,<br />

we also develop and implement complex infrastructure projects and supply traffic and transport<br />

systems.<br />

In the business segment Supply Chain Solutions, we offer customers of the steel and automotive<br />

industries comprehensive solutions within the scope of their value added chains. For<br />

our clients in the steel industry, we operate as a sales and procurement partner by buying and<br />

selling steel products and non-ferrous metals throughout the world, providing funding for<br />

these deals, and also handling the logistics. For our partners in the automotive industry, we<br />

offer a range of complex services, such as the just-in-sequence pre-assembly of individual<br />

components into complete modules and systems. In this field, we are the leading manufacturerindependent<br />

supplier in Europe. In addition, we supply pipes and equipment for pipelines,<br />

and also provide all the related services for the oil and gas industry.<br />

Projects & Contracting<br />

Industrial Projects<br />

Petrochemical<br />

Oil and Gas<br />

Power Plants<br />

Metallurgy<br />

Renewable Energies<br />

Pulp and Paper<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Group<br />

Marine Business<br />

Navy<br />

Merchant<br />

Offset<br />

Services & Logistics<br />

Equipment Solutions<br />

Printing and<br />

Packaging<br />

Industrial Systems<br />

and Transportation<br />

Service Platform and Project Management for <strong>MAN</strong> AG<br />

Supply Chain Solutions<br />

Automotive<br />

Materials<br />

Piping<br />

3


4 <strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

SUPERVISORY BOARD<br />

Supervisory Board<br />

Håkan Samuelsson<br />

Chairman<br />

Chairman of the Executive Board <strong>MAN</strong> Aktiengesellschaft, Munich<br />

Dr. jur. Karl-Hermann Lowe<br />

Vice Chairman<br />

Member of the Executive Board Allianz Versicherungs-AG, Munich<br />

Brigitte Amamoo *<br />

Certified Translator until March 10, <strong>2005</strong>, Oberhausen<br />

Dr. Ing. Burckhard Bergmann<br />

Chairman of the Executive Board E.ON Ruhrgas AG, Essen<br />

Stefan Breuer *<br />

Commercial employee at <strong>MAN</strong> <strong>Ferrostaal</strong> AG, Essen<br />

Murat Büyükgünay *<br />

Commercial employee at <strong>MAN</strong> <strong>Ferrostaal</strong> AG since March 10, <strong>2005</strong>, Essen<br />

Jürgen Hahn *<br />

Commercial employee at <strong>MAN</strong> <strong>Ferrostaal</strong> AG, Essen<br />

Karlheinz Hornung<br />

Member of the Executive Board <strong>MAN</strong> Aktiengesellschaft, Munich<br />

Dr. rer. pol. Klaus von Menges<br />

Mülheim a. d. Ruhr<br />

Klaus M. Patig<br />

Member of the Executive Board Commerzbank Aktiengesellschaft, Frankfurt (Main)<br />

* elected by the employees


Management Board<br />

Executive Board<br />

Dr. jur. Matthias Mitscherlich<br />

Mülheim a. d. Ruhr<br />

Chairman of the Executive Board<br />

Jens Gesinn<br />

Essen<br />

Chief Financial Officer<br />

Helmut Julius<br />

Bottrop-Kirchhellen<br />

Services & Logistics<br />

Dr.-Ing. Wolfgang Knothe<br />

Essen<br />

Projects & Contracting since October 1, <strong>2005</strong><br />

Dr.-Ing. Axel Wippermann<br />

Essen<br />

Projects & Contracting until December 31, <strong>2005</strong><br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

EXECUTIVE BOARD – <strong>MAN</strong>AGEMENT BOARD – EXECUTIVE VICE PRESIDENT<br />

Management Board<br />

In addition to the members of the Executive Board<br />

Bernd Ahlmann<br />

Equipment Solutions<br />

Printing and Packaging<br />

Detlef Castro<br />

Supply Chain Solutions<br />

Automotive<br />

Erwin Keutner<br />

Industrial Projects<br />

Petrochemical<br />

Uwe T. Schmidt<br />

Supply Chain Solutions<br />

Materials<br />

Hans-Werner Schwab<br />

Supply Chain Solutions<br />

Materials<br />

Executive Vice President<br />

Udo Völker<br />

Project Development Eastern Europe<br />

5


6 <strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

REPORT OF THE SUPERVISORY BOARD<br />

<strong>Report</strong> of the Supervisory Board<br />

Dipl.-Ing. Håkan Samuelsson,<br />

Chairman of the Supervisory Board<br />

In the fiscal year <strong>2005</strong>, the Executive Board of <strong>MAN</strong> <strong>Ferrostaal</strong> AG kept the Supervisory Board<br />

continuously and fully informed of all the company’s major business operations and projects<br />

on the one hand, and of the financial situation of the <strong>MAN</strong> <strong>Ferrostaal</strong> Group on the other.<br />

The Supervisory Board was informed in writing on a quarterly basis about the current course<br />

of business. At two meetings, the Executive Board expressed its views in detail on important<br />

subjects, such as corporate strategy, current orders and future opportunities for growth. The<br />

Committee for Executive Board and Staff Matters met twice.<br />

The annual financial statements of <strong>MAN</strong> <strong>Ferrostaal</strong> Aktiengesellschaft as at December 31,<br />

<strong>2005</strong> and the partially consolidated financial statements prepared voluntarily along with<br />

the consolidated management report have been audited for the first time by the audit firm<br />

KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft, Düsseldorf, and were certified<br />

without qualification of any kind.<br />

The auditors attended the meeting of the Supervisory Board held to consider the annual<br />

financial statements, and duly reported. We have approved and noted the result of the<br />

audit. Following the final result of our own audits of the annual financial statements of<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Aktiengesellschaft for the fiscal year <strong>2005</strong>, we have no objections to raise.


<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

REPORT OF THE SUPERVISORY BOARD<br />

We approve the annual financial statements and the consolidated financial statements<br />

prepared by the Executive Board, which are therefore adopted.<br />

Dr.-Ing. Wolfgang Knothe was appointed to the Executive Board with effect as of October 1,<br />

<strong>2005</strong>. As the board member responsible for the division Projects & Contracting, he was initially<br />

in charge of the business segment Marine Business (naval vessels and merchant vessels).<br />

As of January 2006, Dr.-Ing. Knothe replaced Dr.-Ing. Axel Wippermann, and has therefore<br />

also assumed responsibility for the business segment Industrial Projects. We wish him<br />

every success in his new position. On December 31, <strong>2005</strong>, Dr.-Ing. Axel Wippermann’s term<br />

of office as a member of the Executive Board of <strong>MAN</strong> <strong>Ferrostaal</strong> AG ended with the start<br />

of his retirement. The Supervisory Board would like to thank him for more than eight years<br />

of committed and successful service to the <strong>MAN</strong> <strong>Ferrostaal</strong> Group.<br />

Ms. Brigitte Amamoo’s term of office on the Supervisory Board ended on conclusion of<br />

the <strong>Annual</strong> General Meeting on March 10, <strong>2005</strong>. She had been a member of the Supervisory<br />

Board as an employee representative since October 11, 1990, and her retirement began on<br />

August 1, <strong>2005</strong>. We wish to thank Ms. Amamoo for the valuable contribution she has made.<br />

We also welcome Mr. Murat Büyükgünay, who became a member of the Supervisory Board as<br />

an employee representative on March 10, <strong>2005</strong>. We also thank the members of the Executive<br />

Board and all employees of the <strong>MAN</strong> <strong>Ferrostaal</strong> Group for their hard work and dedication,<br />

and the employee representatives for their frank and constructive collaboration in the<br />

interest of the company.<br />

Essen, March 8, 2006<br />

Chairman of the Supervisory Board<br />

Håkan Samuelsson<br />

7


8 <strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

REPORT OF THE EXECUTIVE BOARD<br />

<strong>Report</strong> of the Executive Board<br />

Ladies and Gentlemen,<br />

Dr. jur. Matthias Mitscherlich,<br />

Chairman of the Executive Board<br />

<strong>2005</strong> was a successful year for <strong>MAN</strong> <strong>Ferrostaal</strong>. We sustained our market position and<br />

strengthened it in a number of areas. Both our project business and our service activities<br />

showed positive development over the past year. As a result of our hard work, we increased<br />

our operating result significantly and even exceeded the return on sales that we had hoped<br />

to achieve by 2007. We managed to do this despite a drop in sales, which was caused<br />

primarily by delayed project settlements.<br />

In our project business, we have continued the successful development of recent years.<br />

Particularly worthy of mention is our commissioning of the world’s largest methanol plant<br />

in Trinidad, which we constructed and handed over to the customer in record time – three<br />

months before the contractually agreed date of completion. At the same time, we won a large<br />

contract for the construction of a methanol plant in Oman, which allowed us to transfer our<br />

petrochemical project design successfully from Trinidad to the Arabian peninsula.<br />

We are also pleased with the continued positive development of our service activities in<br />

<strong>2005</strong>. In our equipment supply business, we improved our costing structures and simultaneously<br />

strengthened our leading market position as an independent service provider for<br />

the printing and packaging industries. In the materials business we have created a basis for<br />

expanding the current steel logistics services concept. In the future in this unit, we would


<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

REPORT OF THE EXECUTIVE BOARD<br />

like the business figures to increasingly portray only the value added which is generated by<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>, in accordance with a changed business model.<br />

In October <strong>2005</strong>, <strong>MAN</strong> <strong>Ferrostaal</strong> presented a new company structure to the world. Our<br />

structure now rests on two central pillars: the Projects & Contracting division for our project<br />

activities and the Services & Logistics division for our service activities. This new two-pillar<br />

model affords us a sharper strategic focus and presents a clearer picture of our company to<br />

the outside world.<br />

We used the past year to take further significant steps towards ensuring that our company is<br />

on course for sustainable success. We thus strengthened our position within the <strong>MAN</strong> Group<br />

and established our services as an essential component in the future business strategy of<br />

the Group. The <strong>MAN</strong> Group is continuing to evolve from an export company into an internationally<br />

active Group. In this regard, we will use our international market position to benefit<br />

the entire Group. Our contacts all over the globe and our local knowledge of countries will<br />

allow us to open doors to new markets for our sister companies worldwide and thus act as a<br />

driving force for the internationalisation of the <strong>MAN</strong> Group. In this way, we will also create<br />

added value for the <strong>MAN</strong> Group and, together with our sister companies, we will explore<br />

new business opportunities for our Group division. We have already assumed leading roles<br />

in project development and project management. We intend to establish ourselves in these<br />

areas as a centre of excellence for <strong>MAN</strong> and to make our methodologies, knowledge and expertise<br />

available to our sister companies.<br />

In <strong>2005</strong>, we celebrated the 75th anniversary of the foundation of our company. From the<br />

very beginning, we have always operated profitably and made very steady progress. Since<br />

our company was established, we have evolved from a trading house into an international<br />

provider of complex industrial services. We plan to continue this success story well into<br />

the future.<br />

We have set ourselves ambitious targets for 2006. We want to increase our result even<br />

further and improve our returns yet again. To this end, we are pursuing a clear strategy<br />

focussed on profitable growth. The guiding idea of this strategy is to focus exclusively on<br />

sustainable and promising sectors. We intend to grow our project business by further<br />

developing tried and tested business models and applying these in new segments and sales<br />

markets. The opportunities for growth in our service business also look extremely promising.<br />

Through additional strategic partnerships, we intend to advance into new market segments.<br />

At the same time, we will enhance our range of services to suit the needs of our customers.<br />

We are convinced that <strong>MAN</strong> <strong>Ferrostaal</strong> is on the right course with this strategy and that we<br />

will satisfy all expectations of the <strong>MAN</strong> Group and its shareholders.<br />

Essen, March 1, 2006<br />

Chairman of the Executive Board<br />

Dr. jur. Matthias Mitscherlich<br />

9


Consolidated<br />

management report<br />

The fiscal year <strong>2005</strong> was a highly successful year for <strong>MAN</strong> <strong>Ferrostaal</strong> AG:<br />

We achieved the second-best earnings in the history of our company, with<br />

earnings before interest and taxes amounting to € 90 million. The Return<br />

on Capital Employed (ROCE) increased to 38.1% whereas the Return on<br />

Sales (ROS) improved to 3.2%.


The growth<br />

in business<br />

was largely<br />

stimulated<br />

by markets<br />

outside of<br />

Europe.<br />

Economic environment<br />

Robust development of the world economy<br />

Based on current estimations, the global<br />

economy grew by 4.3% in <strong>2005</strong>, continuing<br />

the expansion that started three years<br />

earlier. In the course of the year, the global<br />

economic development stood firm in the<br />

face of dampening effects like hurricanes<br />

“Katrina” and “Rita”, and rode out the alltime<br />

high in prices for crude oil and natural<br />

gas. Besides the strong level of domestic<br />

demand in the USA and the encouraging<br />

upswing in Japan, the main driving forces<br />

were the high growth rates in China, parts<br />

of Eastern Europe, the Near and Middle East,<br />

and some Latin American countries. As some<br />

of these countries are also core markets of<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>, we were able to benefit<br />

from their growth.<br />

World<br />

Eurozone<br />

Germany<br />

USA<br />

China<br />

Real growth GDP in %<br />

-2 0 2 4 6 8 10 12<br />

2003<br />

2004<br />

<strong>2005</strong><br />

2.5<br />

3.8<br />

4.3*<br />

0.7<br />

2.1<br />

1.3<br />

– 0.2<br />

1.6<br />

0.9<br />

2.7<br />

4.2<br />

3.5<br />

* current estimate<br />

10.0<br />

10.1<br />

9.9<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Slight improvement in the euro zone<br />

While at 1.3%, the overall economic development<br />

in the Eurozone countries still fell<br />

short of the worldwide average, it nevertheless<br />

began to accelerate. The situation<br />

of industry was improved through a growing<br />

order intake volume. The growth was<br />

primarily fuelled by the dynamic foreign<br />

demand for capital goods, with European<br />

exports benefiting from a weakening of the<br />

Euro in the course of the year. The low rates<br />

of interest on long-term capital also had a<br />

positive effect on the economic development<br />

in Europe.<br />

Modest development in Germany<br />

Germany experienced a muted upward<br />

trend in the year under review. GDP rose<br />

by 0.9% on the previous year. This modest<br />

upswing was mainly triggered by demand<br />

from abroad and the overall positive<br />

development of the global economy. The<br />

devaluation of the Euro against the US<br />

Dollar also gave German companies a<br />

greater competitive edge. Exports grew<br />

by 7.5%, but weak domestic demand and<br />

the continuing stagnation in private<br />

consumption in Germany put a drag<br />

on the rate of growth. Nevertheless, there<br />

are some indications that the German<br />

economy is also starting to pick up speed.<br />

This is likewise reflected in the indicators<br />

for the German business climate, which<br />

improved noticeably in the last few months<br />

of the year.<br />

11


12<br />

We were able<br />

to benefit from<br />

the positive<br />

worldwide<br />

development in<br />

large-scale<br />

industrial facility<br />

construction<br />

in <strong>2005</strong>.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

1 2<br />

Record year for large-scale industrial<br />

facility construction business<br />

For the German industrial facility engineering<br />

industry, the past year was very successful.<br />

Between July 2004 and June <strong>2005</strong>,<br />

German companies received new orders<br />

worth € 19.1 billion (previous year: € 17.4<br />

billion). In the further course of <strong>2005</strong>,<br />

business continued to develop at a similarly<br />

high level. This positive development was<br />

mainly the result of orders received from<br />

abroad. These increased by 9% and totalled<br />

€ 15.6 billion.<br />

The most important customers were the<br />

oil and gas producing countries of the Near<br />

and Middle East, who invested heavily in expanding<br />

their production capacities. Among<br />

the biggest buyers of this kind of equipment<br />

were Iran and Saudi-Arabia. Other major orders<br />

came from Oman, Bahrain and Qatar.<br />

But large orders also came from customers<br />

in Russia, investing primarily in the expansion<br />

and modernisation of their oil and gas<br />

production capacities. The biggest single<br />

market was once again China with € 2.1 billion,<br />

although the order intake from there fell<br />

by 12%.<br />

In Germany, demand also revived, growing<br />

by 11% to € 3.5 billion. This improvement<br />

derived primarily from an upturn in the<br />

domestic power plant business.<br />

Merchant Shipping<br />

The expanding world economy also led<br />

to good growth in the merchant shipping<br />

sector. This was also stimulated by the more<br />

stringent ecological regulations of the International<br />

Maritime Organisation, which<br />

will come into force in 2010. As a result,<br />

the world’s tanker fleet is in a process of<br />

profound change. In Europe, single-hull<br />

tankers are being increasingly taken out of<br />

service for safety reasons. In light of this,<br />

the demand for double-hull tankers in particular<br />

rose in <strong>2005</strong>, and <strong>MAN</strong> <strong>Ferrostaal</strong><br />

also benefited from this development.<br />

Strong demand for German<br />

machines abroad<br />

The past year was also a successful one for<br />

the German mechanical engineering industry.<br />

According to current estimates, machine<br />

production rose by 4.4%, adjusted for price<br />

changes. This positive development is being<br />

driven almost exclusively by an increased<br />

demand from abroad. Exports effectively<br />

increased by 7.7 % and totalled € 107 billion.<br />

Exports to commodity-rich regions, such as<br />

various countries in Latin America and in the<br />

Near and Middle East, rose at an above-average<br />

rate. Boosted by the positive development of<br />

the world economy and the higher budgets<br />

for printing products, the rise in demand<br />

for printing and packaging machinery was<br />

particularly sharp. Domestic demand for<br />

industrial machinery also enjoyed a positive<br />

development and indicated the first signs<br />

of recovery with a nominal growth of 2.6%.


All the main<br />

industries in<br />

which <strong>MAN</strong><br />

<strong>Ferrostaal</strong><br />

operates<br />

recorded<br />

a positive<br />

development<br />

in <strong>2005</strong>.<br />

3<br />

1 M5000 methanol plant in Trinidad<br />

2 Pre-assembly of car parts in Gliwice, Poland<br />

3<br />

<strong>MAN</strong> Roland 500 printing press delivered by <strong>MAN</strong> <strong>Ferrostaal</strong><br />

Growth trend in steel continues<br />

In <strong>2005</strong>, steelmakers produced around<br />

1.129 billion tonnes of crude steel worldwide,<br />

thus once again exceeding the record output<br />

of the previous year. The main driving force<br />

behind this development was, as in previous<br />

years, the economic development in Asia,<br />

and in particular China, where the output<br />

rose by 24% to 349 million tonnes in <strong>2005</strong>.<br />

This is equivalent to a world market share<br />

of around 31%. In the course of the year,<br />

the country developed from a net importer<br />

into a net exporter of steel products.<br />

<strong>2005</strong> was strongly marked by an initial<br />

sharp drop in the price of steel products,<br />

which in some cases continued through to<br />

the late summer. Prices for hot wide strip,<br />

for example, fell in the USA by up to 30%<br />

over the coarse of the year. The reason for<br />

this fall was an increased level of stocks<br />

in the steel supply chain. However, prices<br />

stabilised again in autumn, and by the end<br />

of the year they were even starting to rise<br />

again slightly for some products.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Automotive industry<br />

<strong>2005</strong> was a successful year for the Western<br />

European automotive industry. With 14.5<br />

million vehicles sold, a volume of sales<br />

comparable to 2004 was achieved. Higher<br />

sales figures were hindered especially by<br />

the rise in fuel prices and the disappointing<br />

development of the domestic economy.<br />

In Germany, automobile production rose<br />

by 3% to 5.4 million vehicles. Automobile<br />

exports increased by 4% to 3.8 million<br />

units and were a key factor in the positive<br />

development of the industry.<br />

13


14<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Business highlights at <strong>MAN</strong> <strong>Ferrostaal</strong><br />

Key developments in <strong>2005</strong><br />

• With an EBIT of € 90 million, <strong>MAN</strong><br />

<strong>Ferrostaal</strong> achieved the second-highest<br />

result in the company’s history (previous<br />

year: € 72 million).<br />

• ROS rose to 3.2% (previous year: 2.3%).<br />

ROCE grew to 38.1% (previous year:<br />

34.1%). The target ROS figure set for 2007<br />

was already achieved in <strong>2005</strong>.<br />

• In <strong>2005</strong>, <strong>MAN</strong> <strong>Ferrostaal</strong> created added value<br />

of € 64 million for the shareholders of<br />

<strong>MAN</strong> AG (previous year: € 49 million).<br />

Order intake below previous year’s level<br />

The intake of new orders at <strong>MAN</strong> <strong>Ferrostaal</strong><br />

in the fiscal year <strong>2005</strong> amounted to € 3,077<br />

million, i.e. 12% below the record level of the<br />

previous year (€ 3,508 million). This decline<br />

was expected, and mainly resulted from the<br />

drop in steel prices.<br />

With a volume of € 1,124 million, the division<br />

Projects & Contracting achieved an order intake<br />

almost equivalent to the previous year’s<br />

level (€ 1,136 million). Of this figure, € 971<br />

million was accounted for by the business<br />

segment Industrial Projects (previous year:<br />

€ 957 million) and € 153 million by the busi-<br />

3,5<br />

3,0<br />

2,5<br />

2,0<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Group division key figures – five-year overview<br />

in billions €<br />

Order intake<br />

Sales<br />

Orders on hand<br />

In the fiscal year <strong>2005</strong>, <strong>MAN</strong> <strong>Ferrostaal</strong> increased its earnings from € 72 million to € 90<br />

million, and improved its key rates of return. This growth in the result was achieved despite<br />

a fall in the intake of new orders by 12% to € 3,077 million (previous year € 3,508 million)<br />

and a decline in sales by 12% to € 2,789 million (previous year € 3,185 million). Besides<br />

a strong contribution from the service business, growth was above all due to income from<br />

investments in connection with the operation of industrial facilities which we had built in<br />

previous years as a general contractor.<br />

ness segment Marine Business (previous<br />

year: € 179 million). New orders received by<br />

the division Services & Logistics amounted<br />

to € 1,953 million, compared to € 2,372 million<br />

in the previous year. The business segment<br />

Equipment Solutions contributed € 387<br />

million to this figure (previous year: € 347<br />

million), and the business segment Supply<br />

Chain Solutions € 1,566 million (previous<br />

year: € 2,025 million).<br />

Orders from abroad made up 84% of the new<br />

order intake. The most important regions<br />

were Asia with 27% (including the Near and<br />

Middle East), followed by Europe with 26%,


Breakdown of new orders by business sectors (in %)<br />

(Total: € 3,077 millions)<br />

51 %<br />

31 %<br />

5 %<br />

13 %<br />

Projects & Contracting (€ 1,124 millions)<br />

Industrial Projects (€ 971 millions)<br />

Marine Business (€ 153 millions)<br />

Services & Logistics (€ 1,953 millions)<br />

Equipment Solutions (€ 387 millions)<br />

Supply Chain Solutions (€ 1,566 millions)<br />

Latin America with 23%, the USA with 20%<br />

and others 4%. Germany contributed 16% to<br />

the order intake.<br />

Decrease in sales<br />

Sales at <strong>MAN</strong> <strong>Ferrostaal</strong> fell in the year<br />

under review by 12% to € 2,789 million<br />

(previous year: € 3,185 million). The reasons<br />

for this decrease were, on the one hand,<br />

delays in contracts coming into force, and<br />

on the other, the fact that in the case of<br />

logistic services, increasingly only the value<br />

added which is generated by <strong>MAN</strong> <strong>Ferrostaal</strong><br />

in accordance with a changed business<br />

model is applied.<br />

In the division Projects & Contracting, sales<br />

amounted to € 807 million, i.e. 28% down on<br />

the previous year’s figure (€ 1,121 million). Of<br />

this total, the business segment Industrial<br />

Projects accounted for € 773 million (previous<br />

year: € 1,016 million), and the business<br />

segment Marine Business for € 34 million<br />

(previous year: € 105 million).<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Breakdown of sales by business sectors (in %)<br />

(Total: € 2,789 millions)<br />

28 %<br />

57 %<br />

1 %<br />

14 %<br />

Projects & Contracting (€ 807 millions)<br />

Industrial Projects (€ 773 millions)<br />

Marine Business (€ 34 millions)<br />

Services & Logistics (€ 1,982 millions)<br />

Equipment Solutions (€ 390 millions)<br />

Supply Chain Solutions (€ 1,592 millions)<br />

In the Services & Logistics division, sales<br />

totalled € 1,982 million, i.e. 4% less than<br />

in 2004 (previous year: € 2,064 million).<br />

Equipment Solutions contributed € 390<br />

million to this total (previous year: € 340<br />

million), and Supply Chain Solutions € 1,592<br />

million (previous year: € 1,724 million).<br />

At 31%, the largest share of net sales came<br />

from Europe, with Latin America in second<br />

place (26%), followed by the USA with 23%,<br />

Asia with 14% and others with 6%. Germany<br />

contributed 16% to our total sales.<br />

Orders on hand at a high level<br />

Orders on hand grew by 4% to € 2,358 million<br />

(previous year: € 2,259 million). The division<br />

Projects & Contracting stood at € 1,768 million<br />

as at December 31, <strong>2005</strong>, compared to € 1,597<br />

million the previous year. The business<br />

segment Industrial Projects accounted for<br />

€ 1,009 million (previous year: € 923 million)<br />

and the business segment Marine Business for<br />

€ 759 million (previous year: € 674 million).<br />

15


16<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Orders on hand in the division Services &<br />

Logistics fell by 11 % to € 590 million at the<br />

end of the year (previous year: € 662 million).<br />

The business segment Equipment Solutions<br />

contributed € 210 million to this figure (previous<br />

year: € 210 million), and the business<br />

segment Supply Chain Solutions € 380 million<br />

(previous year: € 452 million).<br />

Rise in operating result<br />

In <strong>2005</strong>, <strong>MAN</strong> <strong>Ferrostaal</strong> achieved the<br />

second-best result in its history. Despite<br />

substantial special expenses, EBIT amounted<br />

to € 90 million, i.e. considerably up on the<br />

previous year’s level (€ 72 million).<br />

This increase resulted from a stable operating<br />

business, strong development in our service<br />

business, and successful business progress<br />

of our petrochemical activities.<br />

In this context, the legal consolidation of our<br />

methanol and ammonia project companies<br />

into one holding company and the intro-<br />

Order intake <strong>2005</strong> by region<br />

(Total: € 3,077 millions)<br />

23 %<br />

20 %<br />

2 %<br />

16 %<br />

6 %<br />

4 %<br />

2 %<br />

27 %<br />

Germany (€ 502 millions)<br />

EU excluding Germany (€ 196 millions)<br />

Rest of Europe (€ 124 millions)<br />

Africa (€ 73 millions)<br />

Asia (€ 821 millions)<br />

Australia (€ 59 millions)<br />

North America (€ 603 millions)<br />

Latin America (€ 699 millions)<br />

duction of “at-equity” accounting had a<br />

positive effect. The operating result was<br />

also boosted by restructuring measures implemented<br />

over the course of the past year.<br />

Despite the first-time inclusion of twelve<br />

companies in the consolidated financial<br />

statements, the administrative expenses of<br />

€ 99 million remained virtually unchanged<br />

(previous year: € 97 million).<br />

Improved key rates of return<br />

Besides the operating result, ROS and<br />

ROCE are the main performance indicators<br />

used within the <strong>MAN</strong> Group.<br />

The positive development in the operating<br />

result and successful working capital management<br />

also improved the corresponding<br />

key figures at <strong>MAN</strong> <strong>Ferrostaal</strong>.<br />

ROS increased to 3.2% (previous year 2.3%),<br />

whereas ROCE rose to 38.1% (previous year:<br />

34.1%). As a result of this development, the<br />

target ROS figure we set ourselves for 2007<br />

was already achieved in <strong>2005</strong>.<br />

Sales <strong>2005</strong> by region<br />

(Total: € 2,789 million)<br />

26 %<br />

23 %<br />

16 %<br />

2 %<br />

9 %<br />

6 %<br />

4 %<br />

14 %<br />

Germany (€436 million)<br />

EU excluding Germany (€ 249 million)<br />

Rest of Europe (€ 160 million)<br />

Africa (€ 105 million)<br />

Asia (€ 378 million)<br />

Australia (€ 69 million)<br />

North America (€ 646 million)<br />

Latin America (€ 746 million)


Sharp increase in earnings before tax<br />

In <strong>2005</strong>, <strong>MAN</strong> <strong>Ferrostaal</strong> recorded one of<br />

the best EBT figures in the history of the<br />

company. At € 74 million, earnings before<br />

tax were up 21% from the previous year<br />

(€ 62 million).<br />

Income tax increased in the past fiscal year<br />

to € 19 million (previous year: € 7 million).<br />

Despite the increased tax burden, <strong>MAN</strong><br />

<strong>Ferrostaal</strong> still had a below-average tax rate<br />

in <strong>2005</strong> of 25.5% (previous year: 10.4 %).<br />

This low rate is partly due to the high proportion<br />

of tax-free foreign profits included<br />

in the overall result. As a result of the increased<br />

tax burden, the net income of € 55<br />

million was at the same level as the previous<br />

year.<br />

Value added<br />

Value added is the financial indicator that<br />

shows the extent to which <strong>MAN</strong> <strong>Ferrostaal</strong><br />

has been able to earn its cost of capital and<br />

add value for the shareholders of <strong>MAN</strong> AG.<br />

In <strong>2005</strong>, <strong>MAN</strong> <strong>Ferrostaal</strong> increased its value<br />

added by 31% to € 64 million, up from € 49<br />

million in the previous year. <strong>MAN</strong> <strong>Ferrostaal</strong><br />

has therefore made a major contribution<br />

to the positive overall performance of the<br />

<strong>MAN</strong> Group.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Pension accruals transferred to<br />

<strong>MAN</strong> Pension Trust<br />

Under a framework trust agreement to safeguard<br />

employer-funded company pension<br />

provision, <strong>MAN</strong> <strong>Ferrostaal</strong> transferred liquid<br />

funds amounting to € 205 million in <strong>2005</strong><br />

to <strong>MAN</strong> Pension Trust e.V.<br />

The trust agreement fulfils the security<br />

criteria of a contractual trust agreement<br />

(CTA) and was consequently carried on<br />

the liabilities side of the balance sheet in<br />

accordance with IFRS.<br />

Cash flow statement<br />

At the start of the fiscal year <strong>2005</strong>, <strong>MAN</strong><br />

<strong>Ferrostaal</strong> had cash and cash equivalents<br />

worth € 462 million. At € 315 million, cash<br />

flow from operating activities was at an<br />

extraordinarily high level (previous year:<br />

€ -60 million). In particular an increase in<br />

customer pre-payments of € 205 million<br />

(previous year: € 114 million) and a reduction<br />

in trade receivables of € 109 million (previous<br />

year: € -7 million) contributed to this<br />

positive development.<br />

At € -25 million, cash flow from investment<br />

activities was up significantly (previous year:<br />

€ -14 million). This increase was mainly due<br />

to expansion within our international automotive<br />

services and to the strengthening of<br />

our market position in the Latin American<br />

facility construction business.<br />

Changes in the most important key figures in the <strong>MAN</strong> <strong>Ferrostaal</strong> Group (in millions €)<br />

<strong>2005</strong> 2004 2003<br />

EBIT 90 72 73<br />

EBT 74 62 65<br />

ROS in % 3.2 2.3 2.5<br />

ROCE in % 38.1 34.1 22.3<br />

Net income 55 55 40<br />

Value added 64 49 73<br />

17


18<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Against the positive cash flow from operating<br />

activities, the cash flow from financing<br />

activities in the amount of € -389 million<br />

was down on the previous year’s figure<br />

(€ -34 million). This was largely due to the<br />

aforementioned endowment of the pension<br />

fund with a sum of € 205 million and the<br />

repayment of financial liabilities in the<br />

amount of € 108 million.<br />

In summary, therefore, the cash and cash<br />

equivalents fell considerably in the course of<br />

the year to € 373 million (as at December 31,<br />

<strong>2005</strong>). Above all, the special item, that is, the<br />

endowment transferred to the <strong>MAN</strong> Pension<br />

Trust to provide cover for pension accruals,<br />

had a dampening effect. Adjusted for the<br />

CTA model, the cash and cash equivalents<br />

increased by 25% to € 578 million, largely<br />

due to the rise in working capital.<br />

Sound balance sheet structure<br />

The first-time consolidation of 12 new<br />

companies has had very little effect on<br />

the <strong>MAN</strong> <strong>Ferrostaal</strong> balance sheet structure<br />

overall. A notable exception to this are the<br />

tangible assets, which have risen due to the<br />

increase in the group of consolidated companies<br />

to € 149 million (previous year:<br />

€ 116 million).<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>'s Cash Flow Statement in millions €<br />

The <strong>MAN</strong> <strong>Ferrostaal</strong> balance sheet total rose<br />

by just under 3% to € 2,382 million (previous<br />

year: € 2,316 million). On the assets side, noncurrent<br />

assets have risen from € 330 million<br />

to € 463 million in the fiscal year <strong>2005</strong>. This<br />

increase is essentially due to the positive<br />

development shown in the operating results<br />

of our methanol and ammonia plant investments<br />

in Trinidad (at-equity accounting).<br />

Despite the endowment transfer to pension<br />

accruals, the recognised cash and cash equivalents<br />

and short-term securities still make<br />

up a substantial part of the balance sheet<br />

total at 23%.<br />

There was a significant change in the balance<br />

sheet liabilities in the fiscal year <strong>2005</strong>. As<br />

a result of balancing of the accounts with<br />

the monies transferred to the <strong>MAN</strong> Pension<br />

Trust, pension accruals have fallen from<br />

€ 232 million to € 30 million as at<br />

December 31, <strong>2005</strong>.<br />

Current liabilities and accruals rose by<br />

14 % to € 1,942 million (previous year:<br />

€ 1,706 million). This increase is due for the<br />

most part to high customer pre-payments<br />

and provisions for risk that were arranged<br />

for several orders.<br />

<strong>2005</strong> 2004<br />

Cash and cash equivalents at start of year 462 568<br />

Cash flow from operating activities 315 – 60<br />

Cash flow from investment activities – 25 – 14<br />

Cash from from financing activities – 389 – 34<br />

Other 10 2<br />

Cash and cash equivalents at end of period 373 462


The positive business development enabled<br />

current financial liabilities to be reduced<br />

by 83 % to € 21 million (previous year:<br />

€ 123 million). As a result, <strong>MAN</strong> <strong>Ferrostaal</strong><br />

hardly needed any interest-bearing loans<br />

at the end of <strong>2005</strong>. Compared with the previous<br />

year, equity increased by € 28 million<br />

to € 335 million. The equity ratio thus rose<br />

from 13.3 % to 14.1 %. The total equity of<br />

approximately € 440 million covers virtually<br />

all non-current assets (€ 463 million).<br />

Supplementary report<br />

Following the end of the fiscal year, no<br />

particular events have occurred that could<br />

have had a significant effect on the course<br />

of business.<br />

The following pages give a detailed<br />

presentation of the business development<br />

of he two divisions, Projects & Contracting<br />

and Services & Logistics, and the business<br />

segments within these.<br />

The new two-pillar company structure and<br />

the restructuring measures that were carried<br />

out in <strong>2005</strong> in the industrial machine business<br />

have in part caused changes to the terms<br />

of reference of some of the previous year’s<br />

values. The figures specified in the report<br />

have been adjusted to the new company<br />

structure and are comparable.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

19


20<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

The business<br />

segment IndustrialProjects<br />

operates<br />

in industries<br />

where growth<br />

is strong.<br />

Projects & Contracting<br />

The division Projects & Contracting comprises the two business segments Industrial<br />

Projects and Marine Business. In this field, we undertake large-scale industrial and<br />

shipbuilding projects on the international stage as a general contractor. The new order<br />

intake in <strong>2005</strong> amounted to € 1,124 million and was thus more or less equivalent to the<br />

previous year’s level (€ 1,136 million). Because of delays in projects being awarded and<br />

implemented, sales fell to € 807 million (previous year: € 1,121 million). At the end of<br />

the fiscal year <strong>2005</strong>, the segment had orders on hand amounting to € 1,768 million<br />

(previous year: € 1,597 million).<br />

Industrial Projects<br />

In the year under review, in the business<br />

segment Industrial Projects the intake of new<br />

orders totalled € 971 million and remained<br />

at the same high level as the previous year<br />

(€ 957 million). This success was largely due<br />

to the positive development of our petrochemical<br />

activities. Orders came in particular<br />

from customers in the Near and Middle East<br />

and Latin America, the majority of whom<br />

work in the oil and gas industry and among<br />

whom there is considerable readiness to<br />

invest due to the rise in commodity prices.<br />

Because of delays in project awards and contracts<br />

coming into force, sales fell to € 773<br />

million (previous year: € 1,016 million).<br />

Thanks to the receipt of several major new<br />

contracts, orders on hand rose to € 1,009<br />

million (previous year: € 923 million).<br />

Expansion of our methanol activities<br />

In <strong>2005</strong>, we received a contract from the<br />

Oman Methanol Company for the construc-<br />

Industrial Projects Key Figures (in millions €)<br />

tion of a turnkey methanol plant in Oman<br />

with an annual capacity of 1 million tonnes.<br />

The partners involved succeeded in completing<br />

all the relevant project and financing<br />

agreements within a record time of twelve<br />

months. <strong>MAN</strong> <strong>Ferrostaal</strong> has indirectly taken<br />

a minority shareholding in the plant. Our<br />

long-standing collaboration with the same<br />

project partners with whom we successfully<br />

realised the construction and financing of<br />

four methanol plants in Trinidad gives us<br />

every reason to expect that this new project<br />

will also be a success.<br />

Commissioning of world's largest<br />

methanol plant<br />

In the year under review, we handed over the<br />

world’s largest methanol plant to Methanol<br />

Holdings (Trinidad) Limited. This was the<br />

fourth turnkey plant we have constructed<br />

for this client. The plant was built in a record<br />

time of just over two years, and completed<br />

<strong>2005</strong> 2004 ∆ %<br />

Order intake 971 957 + 1<br />

Sales 773 1,016 – 24<br />

Orders on hand 1,009 923 + 9


1 2<br />

Our Delayed<br />

Coker project<br />

has been<br />

awarded as<br />

the “Latin<br />

America Deal<br />

of the Year<br />

<strong>2005</strong>”<br />

1<br />

2<br />

N2000 ammonia plant in Trinidad<br />

Foundations of the MO3000 plant in Oman<br />

three months ahead of the contractually<br />

agreed deadline. <strong>MAN</strong> <strong>Ferrostaal</strong> has taken a<br />

minority shareholding in the plant. The project<br />

was managed in an extremely successful<br />

manner, not least due to the excellent and<br />

goal-oriented collaboration between all<br />

parties involved.<br />

Delayed coker for Chile<br />

The Chilean state-owned oil company ENAP<br />

has commissioned <strong>MAN</strong> <strong>Ferrostaal</strong>, as part<br />

of an international consortium, to construct<br />

a delayed coker unit in Chile. We will be<br />

responsible for construction and assembly,<br />

and for delivery of equipment. The plant<br />

is to be strategically located close to the<br />

existing Aconcagua refinery, 200 kilometres<br />

from the capital Santiago de Chile and the<br />

industrial seaport of Valparaiso. The goal<br />

of this investment project is to use heavy<br />

residues from the refinery to produce fuel<br />

and to lend much greater flexibility to the<br />

operation of the refinery. Thanks to the<br />

innovative financing package, which was<br />

in part put together by <strong>MAN</strong> <strong>Ferrostaal</strong>, an<br />

international journal awarded this project<br />

the title of “Latin American Deal of the<br />

Year <strong>2005</strong>”.<br />

Sophisticated power station enlargement<br />

On behalf of the Fajr Petrochemical<br />

Company, we are enlarging the capacity of<br />

an existing 580 MW power plant at Bandar<br />

Imam Khomeini in Iran to 830 MW. In addition<br />

to the design and engineering work,<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

our scope of activities also includes the<br />

supply, installation and commissioning of<br />

two gas turbines. The existing plant supplies<br />

the adjoining petrochemical companies with<br />

electricity, process steam and treated water.<br />

The construction work for the enlargement<br />

began last year, while supply of the main<br />

components is scheduled for the end of<br />

2006. We also received a further major<br />

order last year from our customer Mobin<br />

Petrochemical Company, to whom we are<br />

supplying gas turbines and generators to<br />

enlarge the capacity of the Bandar Assalouyeh<br />

power plant complex in Iran.<br />

Expansion into Thailand<br />

Together with a local partner in Thailand,<br />

we received a contract in the year under<br />

review for the construction of a turnkey<br />

compressor station for the state-owned<br />

oil company PTT Public Company Limited.<br />

Under this contract, we are contributing our<br />

competence as project managers and, in addition<br />

to the engineering, we are responsible<br />

above all for the sourcing and commissioning<br />

of the plant. Rayong Province, where the<br />

plant is being built, is one of Thailand’s most<br />

important industrial regions and is also the<br />

location of the country’s largest industrial<br />

port. It is mainly characterised by the presence<br />

of petrochemical companies and<br />

heavy industry. <strong>MAN</strong> <strong>Ferrostaal</strong> sees the<br />

constantly growing consumption of natural<br />

gas and the ever-increasing need for energy<br />

supply facilities as a major potential for<br />

21


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1 2 3<br />

We intend to<br />

significantly<br />

expand the<br />

activities of<br />

the business<br />

segment<br />

Industrial<br />

Projects in the<br />

coming years.<br />

expanding the business activities of<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> in this market.<br />

Compressor station for Turkmenistan<br />

From Turkmenistan, we received a further<br />

partial contract for the construction of a<br />

new gas compressor station designed to<br />

transport up to 4 billion cubic metres of<br />

gas per year for export.<br />

Difficult order in Bulgaria<br />

The renovation of an old Russian coal-fired<br />

power plant in Bulgaria is proving to be a<br />

very tough project. Technical complications<br />

will push back the estimated date of completion<br />

considerably and this has accordingly<br />

affected our provisions for risk in relation<br />

to this project. We are currently working<br />

very intensively on possible solutions in<br />

collaboration with our customer and our<br />

consortium partner RWE Solutions.<br />

Successful entry onto the<br />

Vietnamese market<br />

In <strong>2005</strong>, <strong>MAN</strong> <strong>Ferrostaal</strong> succeeded in making<br />

an important advance into the Vietnamese<br />

market. We constructed a galvanising and<br />

paint coating line for the country’s largest<br />

state-owned building firm, LILAMA. As general<br />

contractor, <strong>MAN</strong> <strong>Ferrostaal</strong> was able to hand<br />

over the plant to the customer during the<br />

past year. With economic growth of over 7%,<br />

Vietnam is, after Singapore, the fastest growing<br />

economy in South-East Asia. With an infrastructure<br />

that is capable of development,<br />

exports that are growing solidly year-on-year,<br />

1 Pipelines from offshore natural gas fields in Thailand<br />

2 Construction of a refinement plant for the generation<br />

of high-grade gas, diesel and liquid gas in Chile<br />

3 Fajr Petrochemical Co. power plant in Iran<br />

4 Compressor station in Turmenistan<br />

5 Construction of a petrochemical plant in Santa Fe, Chile<br />

6 Examining coated steel coil at a galvanising and<br />

paint coating plant in Vietnam<br />

and strong growth in industrial production<br />

and the construction sector, Vietnam<br />

represents a very promising market for<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>’s range of activities.<br />

Power plant enlargement in Venezuela<br />

In the past year, we stayed on schedule with<br />

the turnkey enlargement of a 300 MW gas<br />

turbine power plant into a 475 MW gas and<br />

steam turbine power plant. Completion is<br />

scheduled for 2007.<br />

Business expectations at<br />

Industrial Projects<br />

For the fiscal year 2006, we expect the order<br />

situation to remain good. We are optimistic<br />

about being able to increase both our order<br />

intake and our sales, not least because of the<br />

project shifts outlined above. The Industrial<br />

Projects sector lies at the heart of our growth<br />

strategy. We will systematically expand our<br />

project management and project development<br />

activities.<br />

In the petrochemicals field, we are in the<br />

process of creating new markets for methanol.<br />

We will also include other gas-processing<br />

technologies in our portfolio. In<br />

view of the rising demand for gas products,<br />

we anticipate an increasing number of in-


4 5<br />

6<br />

We see<br />

opportunities<br />

for growth<br />

especially in<br />

the Near and<br />

Middle East,<br />

Latin America<br />

and South-<br />

East Asia.<br />

vestment projects in the coming years with<br />

specifications that are ideally matched to<br />

our core strengths. In this field of activity,<br />

we are focussing mainly on the Near and<br />

Middle East and Latin America.<br />

The Near and Middle East is an especially<br />

important sales market for us. The countries<br />

in the region have high levels of economic<br />

growth, significant gas reserves, and also the<br />

financial resources required to forge ahead<br />

with major industrial projects. With the construction<br />

of the methanol plant in Oman, we<br />

have already gained a good foothold in the<br />

region, and see opportunities for follow-up<br />

orders. We are also very well positioned in<br />

Latin America. We believe that we will also<br />

be able to further expand our activities<br />

there in the near future.<br />

The future prospects of our oil & gas activities<br />

are similarly positive. The demand for<br />

turnkey facilities for the treatment and<br />

transport of crude oil and natural gas is<br />

growing constantly. We are currently concentrating<br />

primarily on Iran and Turkmenistan.<br />

Both are challenging markets. But, as we<br />

have had a presence on the ground there<br />

for many years and have the necessary<br />

knowledge of the local market, we are<br />

operating very successfully in those countries.<br />

In future, we also intend to become<br />

increasingly active in Asian countries such<br />

as Thailand, Malaysia and Indonesia. The oil<br />

and gas industries located in those countries<br />

have a strong need to upgrade their infrastructures,<br />

for example with compressor<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

stations and gas treatment plants. In <strong>2005</strong>,<br />

we succeeded in entering the market in<br />

Thailand with the construction of one such<br />

compressor station. This is a good basis on<br />

which to further strengthen our market<br />

position and acquire additional orders.<br />

We see strong market potential for our<br />

power plant activities, since many countries<br />

have a high demand for additional energy<br />

supply capacities. Our technical focus in<br />

this area is on steam and gas turbine power<br />

plants, not least because these have a very<br />

high level of operating efficiency. In future,<br />

we will expand our activities in the power<br />

plant field in collaboration with our sister<br />

company <strong>MAN</strong> B&W Diesel on the worldwide<br />

market for diesel power plants.<br />

We see good growth opportunities for the<br />

market segments of pulp and paper as well<br />

as renewable energies, which we are now also<br />

including in our portfolio. This will mean a<br />

useful addition to our range of capabilities.<br />

At the present time, we are working together<br />

with our partners on promising projects<br />

in Europe, Asia and Latin America, and see<br />

good chances of these being implemented<br />

as early as 2007.<br />

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1 2<br />

In the business<br />

segment<br />

Marine<br />

Business, we<br />

are leaders in<br />

the building of<br />

double-hull<br />

tankers.<br />

Marine Business<br />

In the business segment Marine Business,<br />

the intake of new orders fell in <strong>2005</strong> to € 153<br />

million, down from € 179 million in the<br />

previous year. This drop was expected, since<br />

the new order intake in 2004 was excepionally<br />

high due to the implementation of<br />

a contract for the supply of two Type 209<br />

submarines to Portugal. Within the business<br />

segment, our merchant vessel activities developed<br />

particularly well, and we were able<br />

to benefit from the positive development<br />

of the global merchant shipping industry in<br />

<strong>2005</strong> and the rise in demand for double-hull<br />

tankers. Sales fell for invoice accounting<br />

reasons to € 34 million (previous year: € 105<br />

million). Orders on hand rose over the course<br />

of the year, and as at December 31, <strong>2005</strong>,<br />

amounted to € 759 million (previous year:<br />

€ 674 million).<br />

1<br />

2<br />

3<br />

Marine Business Key Figures (in millions €)<br />

Anchor Handling Tug delivered to a German shipping company<br />

Christening of a submarine for the South African Navy<br />

The “Wappen von Berlin” Safety Chemical Oil Tanker (SCOT)<br />

New joint venture founded<br />

In the year under review, we put in place all<br />

necessary measures for hiving off our naval<br />

activities as of 2006, when they will be<br />

placed in a joint venture with ThyssenKrupp<br />

Marine Systems AG. This measure will<br />

benefit cooperation in the field of sales<br />

and enable more effective and efficient<br />

joint marketing.<br />

Submarine commissioned<br />

Last year, after four years of construction<br />

work, we delivered a Type 209 submarine<br />

to the South African Navy in collaboration<br />

with our consortium partner ThyssenKrupp<br />

Marine Systems. Two more submarines are<br />

currently under construction for the South<br />

African Navy, with delivery scheduled for<br />

2007.<br />

<strong>2005</strong> 2004 ∆ %<br />

Order intake 153 179 – 15<br />

Sales 34 105 – 68<br />

Orders on hand 759 674 + 13


3<br />

Worldwide demand for SCOT tankers<br />

In <strong>2005</strong>, we received a repeat order from a<br />

German shipping company for four Safety<br />

Chemical Oil Tankers (SCOT). This type of<br />

vessel is currently in demand throughout<br />

the world, and, because of its double hull<br />

and redundant propulsion and steering<br />

systems, is regarded as particularly safe. The<br />

tankers are scheduled for delivery in 2007<br />

and 2008, so that the fleet of SCOT tankers<br />

supplied by us will then number twelve<br />

units in total.<br />

Repeat orders for special tugboats<br />

In <strong>2005</strong>, we also received orders for the supply<br />

of four special tugboats. These are repeat<br />

orders from a German shipping company to<br />

whom we have already delivered a 100 tonne<br />

AHT (Anchor Handling Tug) tugboat in the<br />

past.<br />

Reduction in offset<br />

transaction obligations<br />

We used <strong>2005</strong> to make further scheduled<br />

reductions in our countertrade obligations<br />

arising from our naval shipbuilding projects<br />

in Greece, Portugal and South Africa. Through<br />

the investment measures undertaken, we<br />

have made an important contribution to<br />

structural improvements in a number of<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

sectors in those countries and to small and<br />

medium-sized industries located there.<br />

Business expectations<br />

for the Marine Business<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>’s ongoing merchant vessel<br />

and offset transaction activities give us<br />

grounds to anticipate positive business<br />

development. In view of the rise in global<br />

volumes of goods and trade, we expect<br />

the strong demand for merchant ships to<br />

continue. We will continue to pursue our<br />

successful strategy of concentrating on<br />

special products. At the same time, we<br />

will ensure the availability of shipbuilding<br />

capacities by entering into further strategic<br />

partnerships with international shipyards,<br />

especially in Eastern Europe.<br />

The handling of countertrade transactions<br />

will play an even greater role at <strong>MAN</strong><br />

<strong>Ferrostaal</strong> in the future. In our dealings<br />

with state authorities, we note an increasing<br />

trend towards countertrade transaction<br />

obligations, and see opportunities here for<br />

additional business volumes, which we are<br />

in a position to handle thanks to our portfolio<br />

of capabilities. In this context, we are<br />

also intensifying collaboration with our<br />

sister companies in the <strong>MAN</strong> Group.<br />

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The business<br />

with printing<br />

and industrial<br />

machines<br />

developed<br />

positively and<br />

offers further<br />

potential.<br />

Services & Logistics<br />

Our Services & Logistics division, with its business segments Equipment Solutions and<br />

Supply Chain Solutions, brings together our activities that relate primarily to services<br />

and logistics. Our intake of new orders in <strong>2005</strong> amounted to € 1,953 million, compared<br />

to € 2,372 million in the previous year. This fall was mainly due to lower steel prices in<br />

the Materials business. Sales saw a decline to € 1,982 million (previous year: € 2,064).<br />

At the end of the fiscal year, the orders on hand stood at € 590 million, compared to<br />

€ 662 million as at December 31, 2004.<br />

Equipment Solutions<br />

The business segment Equipment Solutions<br />

developed well in <strong>2005</strong>. The intake of new<br />

orders grew to € 387 million (previous year:<br />

€ 347 million) and we benefited from the<br />

strong economic development in China and<br />

the positive economic situation in our Latin<br />

American core markets. Sales also improved,<br />

increasing by 15% to € 390 million (previous<br />

year: € 340 million). At the end of <strong>2005</strong>,<br />

orders on hand stood unchanged at<br />

€ 210 million.<br />

Printing machines business on the up<br />

In <strong>2005</strong>, we succeeded in significantly improving<br />

the cost structures in our Printing<br />

and Packaging sector and in further strengthening<br />

our position as market leader in the<br />

southern hemisphere. At the same time, the<br />

recovery in the printing and packaging industry<br />

also had a positive effect on the business<br />

situation. Besides our sister company <strong>MAN</strong><br />

Roland, our most important partners included<br />

Equipment Solutions Key Figures (in millions €)<br />

the manufacturers Manugraph (India) and<br />

Nilpeter (Denmark).<br />

Our most important sales region was once<br />

again Latin America. In Mexico and Brazil,<br />

we succeeded in significantly increasing our<br />

sales volume. In South Africa, we took over<br />

the company Printing Products Ltd. This<br />

constitutes an important addition to our<br />

portfolio of offerings and further enhances<br />

our systems expertise.<br />

In <strong>2005</strong>, we restructured our Industrial<br />

Systems and Transportation sector, integrating<br />

the business of machines, system<br />

lines and transport systems within a single<br />

unit. This will enable us to leverage the<br />

existing synergies to an ever greater degree<br />

and to take greater advantage of future potential.<br />

We achieved particular success with<br />

the supply of three 3-stand rolling lines and<br />

the associated peripherals, as well as the<br />

<strong>2005</strong> 2004 ∆ %<br />

Order intake 387 347 + 12<br />

Sales 390 340 + 15<br />

Orders on hand 210 210 0


1 2<br />

We intend to<br />

consistently<br />

expand the<br />

activities of<br />

the business<br />

segment<br />

Equipment<br />

Solutions.<br />

modernisation of two existing rolling mills<br />

for China. The year also saw the handover<br />

and final acceptance of a further 4-stand<br />

aluminium rolling mill, including the upstream<br />

and downstream machinery. The<br />

annual output of thin aluminium foil in<br />

China has increased by 130,000 tonnes per<br />

year through these deliveries alone. We also<br />

received several orders from China to supply<br />

equipment for the production of medals and<br />

coins; this will be used, among other things,<br />

for pressing the medals for the 2008 Olympic<br />

Games in Beijing.<br />

Successful cooperation within the Group<br />

In cooperation with our sister company<br />

Neoman, we succeeded in penetrating the<br />

Mexican market for buses. As a result, we<br />

were able to win orders in <strong>2005</strong> for the supply<br />

of a total of 525 buses and chassis. This intragroup<br />

cooperation with Neoman enables<br />

us to make use of synergies and also develop<br />

further potential in Latin America. At present,<br />

we are expanding our service network in<br />

Mexico in order to be able to offer a complete<br />

range of services for buses and trucks, together<br />

with Neoman and <strong>MAN</strong> Commercial Vehicles.<br />

Business expectations<br />

at Equipment Solutions<br />

We see good growth opportunities for our<br />

business segment Equipment Solutions and<br />

are confident that we will be able to continue<br />

the positive development in the coming year.<br />

In the Printing and Packaging business, we<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

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1 Aluminum rolling milling for the manufacture of<br />

aluminum foils delivered to China<br />

2<br />

Commissioning of a <strong>MAN</strong> Roland web fed offset<br />

printing press<br />

also anticipate that the upward trend will<br />

continue. By entering into further strategic<br />

partnerships, especially with Asian suppliers,<br />

we plan to extend our product portfolio and<br />

penetrate new market segments. We also<br />

intend to aim for external growth through<br />

the selective acquisition of international<br />

suppliers with complementary offerings. At<br />

the same time, we plan to further strengthen<br />

our market position by intensifying our efforts<br />

in the service and spare parts business.<br />

In the Industrial Systems and Transportation<br />

business, we see a wide range of opportunities<br />

for the future. On the one hand, the<br />

economic development in many threshold<br />

countries is boosting the demand for industrial<br />

machinery. And, on the other, more and<br />

more production enterprises in emerging<br />

industrialised countries are interested in<br />

selling their machines throughout the world.<br />

For such companies, we are highly regarded<br />

as a cooperation partner thanks to our sales<br />

expertise, our extensive knowledge of the<br />

individual countries, and our international<br />

sales network. There is a significant demand<br />

in many countries for the extension and<br />

modernisation of existing rail networks.<br />

We seek to take advantage of this for our<br />

business, and at the same time make a contribution<br />

to improving the infrastructures<br />

in those countries by developing tailor-made<br />

transport solutions.<br />

27


28<br />

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<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

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Supply Chain Solutions<br />

The intake of new orders in our business<br />

segment Supply Chain Solutions amounted<br />

to € 1,566 million in <strong>2005</strong> (previous year:<br />

€ 2,025 million). This decline was expected,<br />

and mainly resulted from the worldwide<br />

fall in the prices for steel products. Sales decreased<br />

8% to € 1,592 million (previous year:<br />

€ 1,724 million). The main reason for this is<br />

that in the field of logistic services, increasingly<br />

only the value added which is generated<br />

by <strong>MAN</strong> <strong>Ferrostaal</strong> in accordance with a<br />

modified business model is applied. At the<br />

end of the year, the sector had orders on<br />

hand worth € 380 million, compared to<br />

€ 452 million in 2004.<br />

In the Materials business, we sold a total of<br />

2.5 million tonnes of steel (previous year:<br />

3 million tonnes) and 700,000 tonnes of raw<br />

materials (previous year: 800,000 tonnes)<br />

in the year under review. Despite the sometimes<br />

difficult market environment,<br />

Supply Chain Solutions Key Figures (in millions €)<br />

1<br />

2<br />

3<br />

4<br />

2<br />

Delivery of steel rods for the manufacture of<br />

seamless pipes<br />

Engine assembly for a manufacturer in Poland<br />

Material for constructing an oil pipeline in Turkmenistan<br />

Peripheral components for pipelines in Turkmenistan<br />

we achieved some significant successes,<br />

especially in sheet and special steels. Of<br />

total sales of steel products in the year<br />

under review, long products accounted for<br />

39%, flat products for 30%, semi-finished<br />

products for 24% and special steels and<br />

non-ferrous metals for 7%.<br />

The most important procurement market<br />

for our international steel activities was<br />

the European Union, with 32% of tonnage.<br />

European countries outside of the EU<br />

accounted for 21% of the bought-in tonnage,<br />

Latin America for 25%, Asia for 18% and<br />

Africa and the USA combined 4%.<br />

The most important sales market in <strong>2005</strong><br />

was once again North America, which<br />

bought 39% of the sales tonnage, followed<br />

by Latin America with 22% and EU member<br />

states with 19%. We sold 10% of our tonnage<br />

in Asia, 6% in Africa, and 4% in the other<br />

European countries.<br />

<strong>2005</strong> 2004 ∆ %<br />

Order intake 1,566 2,025 – 23<br />

Sales 1,592 1,724 – 8<br />

Orders on hand 380 452 – 16


3<br />

We were able<br />

to substantially<br />

increase our<br />

Automotive<br />

activities in<br />

<strong>2005</strong> and we<br />

plan to continue<br />

to grow<br />

in this sector<br />

in the future.<br />

For the Automotive business, the year under<br />

review once again saw positive developments.<br />

We expanded our activities with<br />

existing customers and we realised projects<br />

with new ones. Among other things, we<br />

succeeded in extending our contracts with<br />

our client General Motors for assembly<br />

services over a further product life cycle<br />

for the Zafira model in Gliwice, Poland.<br />

We were commissioned by Ford to assemble<br />

modules for the new Ford Galaxy model at<br />

the existing site in Genk, Belgium. We also<br />

succeeding in extending our existing contracts<br />

to include the manufacture of the new<br />

Ford Mondeo, with the result that capacity<br />

utilisation at the site is guaranteed until<br />

2011. We also set up business at two new sites<br />

in Belgium. From 2006, we will assemble<br />

rear axles and suspension struts for Opel<br />

in Antwerp. In mid-<strong>2005</strong>, we also began<br />

assembling fuel tanks for Volvo in Gent –<br />

this is the first time we have worked for<br />

this company.<br />

Our Piping activities fell short of expectations<br />

in <strong>2005</strong> and only benefited to a limited<br />

extent from the upturn in investment activity<br />

in the oil and gas industry. While we were<br />

able to implement several substantial contracts<br />

for the supply of pipeline material to<br />

Iran, Turkmenistan and Russia, the deferral<br />

of several major orders to the year 2006<br />

prevented us from recording growth<br />

to match the previous year. Our continued<br />

evolution from a pure supplier into a provider<br />

of a wide range services for for the<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

oil and gas industry is illustrated by our<br />

supplier agreement with our client Exxon-<br />

Mobil. Since the last fiscal year, we have<br />

handled all of the procurement for some<br />

areas of the company’s business and are<br />

responsible for supplying their production<br />

units with materials.<br />

Business expectations<br />

at Supply Chain Solutions<br />

In the business segment Supply Chain<br />

Solutions, we anticipate that the order<br />

situation will remain very healthy in the<br />

coming fiscal year. In the Materials sector,<br />

we expect prices to remain largely stable.<br />

Our forecasts predict that demand for rolled<br />

steel in particular will remain high in the<br />

coming years. We are planning innovative<br />

concepts to increase our depth of service.<br />

We see great potential particularly in the<br />

USA, where we intend to further intensify<br />

our efforts.<br />

The future prospects for the Automotive<br />

sector are also positive. The most important<br />

challenge for the industry will be<br />

to continue to improve its competitive<br />

position. We anticipate that the automobile<br />

manufacturers will expand their outsourcing<br />

activities as a means of coping<br />

with cost pressure.<br />

As we are well structured and well positioned<br />

today, we will continue to pursue our<br />

strategy of process and quality leadership<br />

with a focus on high added-value services.<br />

We also plan to generate additional growth<br />

4<br />

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in the coming years by extending the<br />

breadth and depth of our service for existing<br />

customers. And at the same time, we aim<br />

to intensify our international activities,<br />

especially in Eastern Europe.<br />

In the Piping sector, we expect an improvement<br />

in the order situation in 2006.<br />

We are well positioned in the countries<br />

bordering the Caspian Sea as well as in<br />

Russia and Iran, and expect to be able to<br />

participate to a greater degree in the<br />

pending expansion and modernisation<br />

investments of the oil and gas industry<br />

in those countries. We also see increasing<br />

tendencies on the part of major oil and<br />

gas companies, and also plant operators, to<br />

outsource their procurement, logistic and<br />

quality assurance activities.<br />

Our status as an independent system supplier<br />

means that we are ideally positioned to<br />

meet the challenges that this trend brings<br />

with it. We will use the coming year to round<br />

off our product portfolio and to drive our<br />

growth forward by expanding our core<br />

business and our project business.<br />

Manufacturing sections of a ship on<br />

behalf of <strong>MAN</strong> <strong>Ferrostaal</strong>


Employees<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>’s success is based to a large extent on the profound know-how of<br />

our employees. We therefore attach great weight to strengthening and building on this<br />

strength. Upgrading skills and fostering talent are key tasks of of our HR department.<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> employed on average 4,833<br />

permanent employees in <strong>2005</strong> (previous<br />

year: 5,633). As at December 31, <strong>2005</strong>, <strong>MAN</strong><br />

<strong>Ferrostaal</strong> had 4,773 permanent employees<br />

(previous year: 4,679). This rise was due to<br />

the first-time inclusion of ten foreign sites.<br />

Of the total, 1,984 people were employed in<br />

the division Projects & Contracting, 2,459<br />

in the division Services & Logistics, and 330<br />

in the central departments. In the fiscal year<br />

2006, one of the goals we are pursuing is<br />

to divest ourselves of peripheral activities.<br />

Staff numbers will therefore decrease.<br />

International success calls<br />

for extraordinary personnel<br />

For an international service company like<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>, the skills and knowledge<br />

of its personnel are a key factor in its<br />

performance and competitive success.<br />

In addition to wide-ranging professional<br />

expertise, we believe that an entrepreneurial<br />

attitude and the ability to think laterally<br />

across disciplines, and an understanding of<br />

other cultures are essential ingredients for<br />

long-term success in our highly competitive<br />

markets. One focal point for HR in the<br />

company is therefore the personal and professional<br />

development of our employees. We<br />

seek to foster this by offering a wide range<br />

of professional training opportunities.<br />

Skills as a factor for success<br />

We reinforce the personal skills of our personnel<br />

through targeted coaching measures<br />

and international management training<br />

so as to equip them to take on greater<br />

responsibility. To this end, we are making<br />

increasing use of programmes at the<br />

European School of Management and Technology<br />

and the <strong>MAN</strong> Management Academy.<br />

We foster the professional development of<br />

our personnel through an extensive range<br />

of further training opportunities, with<br />

particular focus on the fields of finance and<br />

law. In view of our international operations,<br />

language training also plays a major role.<br />

Structured identification<br />

and fostering of talents<br />

For key positions, we ensure long-term<br />

successor planning by systematically identifying<br />

suitable candidates either from within<br />

or outside the hierarchy. Through targeted<br />

measures such as individual coaching and<br />

training courses on professional, leadership<br />

and strategy topics, we seek to continuously<br />

develop the personality and skills of our<br />

personnel. In the year under review, we extended<br />

the process of potential assessment to<br />

include personnel employed abroad (both<br />

local employees and those from Germany)<br />

and thus broadened our pool of specialists<br />

and management personnel.<br />

Job grading at executive level<br />

We are the first Group division of the<br />

<strong>MAN</strong> Group to start grading the positions<br />

of executive personnel in salary bands. This<br />

is intended to ensure the comparability of<br />

salaries within the <strong>MAN</strong> Group. It will also<br />

improve the possibilities for job rotation<br />

within the <strong>MAN</strong> Group.<br />

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Defining of core strengths<br />

Our executive personnel possess tried<br />

and tested leadership qualities, which we<br />

develop using a structured system. For this<br />

reason, we developed a competence model<br />

in <strong>2005</strong> which defines the most important<br />

core strengths of our executive personnel.<br />

These are: personality, leadership behaviour,<br />

social skills, internationalism, entrepreneurial<br />

attitude, professional knowledge,<br />

and a willingness to promote change. These<br />

skills are key criteria in the grading of positions<br />

and play a major role in the potential<br />

assessment process. They are also a fixed<br />

part of the annual target agreement<br />

interviews.<br />

Performance-related pay<br />

Our remuneration system is based on the<br />

operating success of <strong>MAN</strong> AG and <strong>MAN</strong><br />

<strong>Ferrostaal</strong>. Besides the weighted ROS of<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> and the business unit<br />

concerned, the ROCE of <strong>MAN</strong> AG forms the<br />

basis for the variable pay component for our<br />

executive personnel. In this way, we seek to<br />

specifically foster cooperation throughout<br />

the Group. The level of the variable pay<br />

also depends to a considerable extent on<br />

personal performance.<br />

Strengthening our<br />

project management skills<br />

In the coming year, we will further enhance<br />

our core strength of “project management”<br />

through intensive training measures. At<br />

the same time, we will appoint even more<br />

executives with international experience<br />

and also increasingly recruit international<br />

graduates with technical degrees in order<br />

to ensure the long-term performance and<br />

effectiveness of our operating units.<br />

Thanks to the staff and works councils<br />

The Executive Board wishes to thank all the<br />

employees for a successful fiscal year <strong>2005</strong>.<br />

In terms of profit, we were able to record<br />

the second-best result in the history of <strong>MAN</strong><br />

<strong>Ferrostaal</strong>. This success was only possible<br />

thanks to the extraordinary motivation<br />

and efforts of our personnel. The Executive<br />

Board would also like to thank the members<br />

of the works councils for their continued<br />

cooperation, which was as candid and<br />

constructive as ever.


<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

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34<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

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Sound risk<br />

management<br />

forms the<br />

basis for<br />

our business<br />

activities<br />

Risk Management<br />

At <strong>MAN</strong> <strong>Ferrostaal</strong>, careful handling of<br />

opportunities and risks provides the basis<br />

for responsible corporate management and<br />

is a key factor in achieving our goals. We<br />

therefore operate a sophisticated risk<br />

management process to systematically<br />

identify and control any opportunities<br />

and risks that arise within the scope of our<br />

operating activities. This guarantees that we<br />

consistently take advantage of opportunities<br />

and that possible risks are identified, clearly<br />

presented and objectively assessed. Our risk<br />

management process also plays a role in<br />

providing countermeasures for risks that<br />

arise in the normal course of business.<br />

We only seize business opportunities if<br />

our assessment indicates that they will<br />

increase the value of the company and if<br />

the associated risks are manageable.<br />

Our risk management system is supplemented<br />

by several management and monitoring<br />

systems. In our strategic corporate<br />

planning system, we take account of<br />

medium-term opportunities, while our internal<br />

reporting system ensures appropriate<br />

monitoring of current opportunities and<br />

risks. We plan our equity requirements in<br />

advance as part of our annual financial<br />

planning. We actively control short-term<br />

equity planning with a revolving threemonth<br />

budget. These instruments ensure<br />

that the Executive Board is fully informed in<br />

good time of any business developments and,<br />

if required, can implement any necessary<br />

measures at the right time.<br />

Risk management as a factor for success<br />

Due to its international focus and diverse<br />

business operations, <strong>MAN</strong> <strong>Ferrostaal</strong>’s business<br />

activities are exposed to a number of<br />

risks. We address these risks with an effective<br />

risk management system, which forms an<br />

integral part of our business processes and<br />

is the basis for our corporate decisions. The<br />

standard requirements for this system are set<br />

out in the <strong>MAN</strong> guidelines, which apply to the<br />

entire <strong>MAN</strong> Group, and, in particular, in the<br />

<strong>MAN</strong> Risk Management handbook, which<br />

we have adapted to suit the requirements<br />

of our business activities. This contains<br />

binding regulations for the identification,<br />

evaluation and control of significant risks,<br />

and establishes our risk policy principles<br />

throughout the company.


In the future<br />

the risk<br />

situation of our<br />

company will<br />

be assessed<br />

at regular<br />

intervals by a<br />

risk board.<br />

Handling each risk on its own merit<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>’s international focus and<br />

its diverse business sectors make it possible<br />

to serve a large number of markets. This<br />

is reflected in a number of very different<br />

risk profiles and creates a need to handle<br />

different risks on their own merits. We<br />

are able to meet this need with a decentralised<br />

risk management system. This<br />

means that risks are first identified in the<br />

respective company areas where the appropriate<br />

knowledge for the specific risks is<br />

available.<br />

Living the risk policy<br />

At the end of <strong>2005</strong>, <strong>MAN</strong> <strong>Ferrostaal</strong> set up<br />

a “risk board” as the main supervisory and<br />

control authority for risk management. It<br />

comprises experts from the operations areas<br />

as well as experienced field staff. In future<br />

this committee will assess the risk situation<br />

of the company at regular intervals and will<br />

provide the Executive Board with a qualified<br />

risk and opportunity assessment together<br />

with a recommendation for further action.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

In addition, we streamlined the existing risk<br />

reporting system last year in collaboration<br />

with <strong>MAN</strong> AG. On the basis of a standardised<br />

risk catalogue, all major domestic and<br />

foreign business units collect and analyse<br />

data relating to significant risks once a quarter,<br />

and rate these with regard to the potential<br />

extent of damage and the probability of<br />

their occurrence. At the same time, existing<br />

and planned risk-reducing measures are<br />

identified and their effectiveness assessed.<br />

Significant risks to <strong>MAN</strong> <strong>Ferrostaal</strong> are<br />

reported in full to the Executive Board, the<br />

Supervisory Board and to <strong>MAN</strong> AG at regular<br />

intervals. Moreover, ad hoc reports are provided<br />

if there are any important changes to<br />

significant risks in the period between the<br />

dates scheduled for the regular reports.<br />

<strong>MAN</strong> AG's internal audit process is an<br />

important pillar of our risk management<br />

system. The audit process takes a critical<br />

look at the instruments available for risk<br />

management and thus contributes towards<br />

ensuring their appropriateness and<br />

efficiency.<br />

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We minimise<br />

competitive<br />

risks through<br />

a special<br />

partnership<br />

relationship<br />

with our<br />

customers.<br />

Areas of opportunities and risks<br />

Our target-driven growth and the continuous<br />

increase in the value of the company are<br />

inextricably linked with exposure to risk,<br />

which can have a negative effect on <strong>MAN</strong><br />

<strong>Ferrostaal</strong>’s position as regards its assets,<br />

finances and profit. Important opportunities<br />

and risk areas that may have a significant<br />

influence on our business development<br />

are described below.<br />

Market<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> is subject to various market<br />

risks. Among others, these include the global<br />

economic situation, which, despite rising<br />

prices for raw materials, experienced positive<br />

development overall in the fiscal year<br />

<strong>2005</strong>. High prices for raw materials not only<br />

conceal a potential risk to us, such as price<br />

increases, but at the same time, also offer<br />

opportunities. Many of our customers<br />

operate in industries that are enjoying a<br />

boom at the moment, in particular the oil<br />

and gas industries where, because of an<br />

increase in demand, numerous investments<br />

and infrastructure development projects<br />

are being planned and we want to have<br />

greater involvement in these.<br />

The pricing policy of individual competitors<br />

may pose risks. Due to the current weakness<br />

of the US dollar, competitors from the USA<br />

have a cost and price advantage over <strong>MAN</strong><br />

<strong>Ferrostaal</strong>. We are also noting a stronger<br />

presence of Asian companies, which are<br />

perating at low prices in our markets and are<br />

having a negative effect on profit margins.<br />

We are addressing these risks by participating<br />

only in carefully selected tenders and<br />

by avoiding business that is characterised<br />

by a high level of competition. At the same<br />

time, we are expanding our unique market<br />

strengths, such as our project development<br />

activities. We are participating in certain<br />

projects as a minority equity partner and<br />

in this way are able to build up a special<br />

partner relationship with our customers.<br />

Moreover, through improved service, we<br />

are attempting to bind our customers to<br />

us more closely and through a continual<br />

process of improvement we are seeking to<br />

optimise our company’s cost structures.


Our core markets are found mainly in countries<br />

that are in the process of developing<br />

into modern and promising industrial countries.<br />

In these regions, we are exposed not<br />

only to economic risk but also to political<br />

risk. We limit these risks by closely observing<br />

developments in these regions and thus are<br />

usually able to anticipate market changes in<br />

good time.<br />

We currently foresee a risk in Iran due to<br />

the possibility of sanctions being imposed<br />

by the international community. Due to the<br />

large number of promising major projects<br />

that are being developed in Iran at the<br />

present time, <strong>MAN</strong> <strong>Ferrostaal</strong> is faced<br />

with the risk of poor future business<br />

development. The orders that have already<br />

been contracted are not at risk as these are<br />

covered by credit insurance. We are closely<br />

observing developments through our local<br />

organisation.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Order processing<br />

Above all in our role as general contractor in<br />

the business segment Industrial Projects, we<br />

are exposed to various contractual risks and<br />

order risks. The fundamental potential for<br />

risk lies in the way the contract is drawn up,<br />

as well as in the technical and commercial<br />

processing of these orders, which in many<br />

ways are highly demanding. The risks include,<br />

in particular, unsatisfactory rendering<br />

of services by members of the consortium<br />

and subcontractors and technical difficulties<br />

during commissioning of the facilities.<br />

Each of these factors can lead to delays<br />

and have adverse consequences on costs.<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> counters these risks with a<br />

range of measures. In the area of Industrial<br />

Projects, for example, customized project<br />

controlling is employeed to enable computer-assisted<br />

monitoring of the entire<br />

process throughout the order and project.<br />

This system ensures that risks are clearly<br />

visible to those responsible within the<br />

company at an early stage, which permits<br />

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<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Our risk<br />

management<br />

process<br />

ensures<br />

effective<br />

monitoring of<br />

projects and<br />

orders.<br />

appropriate countermeasures to be applied<br />

in good time. In addition to this system,<br />

regular project meetings are held in which<br />

offers and possible risks are brought before<br />

the Executive Board in good time and any<br />

subsequent action to be taken is decided<br />

together with the project management. We<br />

also limit risks by subjecting our subcontractors<br />

to regular, strict quality controls<br />

and reviews of their credit rating. Moreover,<br />

we work together with selected partners,<br />

who possess the necessary tried and tested<br />

procedures and technologies.<br />

Finances<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> achieves 84% of its sales<br />

from its international business and thus is<br />

exposed to currency risk to a considerable<br />

extent. This applies in particular to the<br />

US dollar. We keep these risks within manageable<br />

boundaries by closely observing<br />

currency market trends worldwide and,<br />

if necessary, by hedging operations.<br />

In order to realise business deals, <strong>MAN</strong><br />

<strong>Ferrostaal</strong> is often required to provide the<br />

financing. In this connection we are exposed<br />

to financial risks. We limit these risks by<br />

carrying out extensive checks on credit<br />

ratings and by cooperating closely with<br />

reputable banks and credit insurers. We<br />

operate an active financial management<br />

system in which we carry out factorisation<br />

to a limited extent.<br />

Human Resources<br />

As a service provider our business success is<br />

closely tied to the expertise and capabilities<br />

of our employees. For this reason, we also<br />

consider personnel risks within the scope of<br />

our risk management system. It deals, for<br />

example, with those risks that may arise due<br />

to a lack of suitably qualified candidates and<br />

the question of finding a suitable successor<br />

for key positions within the company.<br />

We are addressing the possible risk of<br />

insufficient qualified personnel through<br />

modern personnel development by way<br />

of regular assessments of potential and<br />

using these as a basis for further training<br />

measures. These are specially tailored to suit<br />

the needs of our core activities. In addition,<br />

we are intensifying our recruitment of<br />

graduates with engineering degrees in order<br />

to meet the steadily growing demands of<br />

our business. To this end, we maintain close<br />

contact and cooperation with renowned<br />

international universities. To address the<br />

risk of making a wrong choice, we have a<br />

structured successor planning process in<br />

place that allows us to identify and promote<br />

suitable candidates at an early stage.<br />

Outlook<br />

We will use 2006 to further refine and improve<br />

our risk management instruments.<br />

In the course of the current year, we will<br />

extend our project management system,<br />

which is currently employed in the business<br />

segment Industrial Projects, in a suitable<br />

form to other business activities that are<br />

characterised by a high level of complexity.


Top quality is<br />

an essential<br />

ingredient for<br />

sustainable<br />

success in our<br />

markets.<br />

Quality Assurance<br />

As an industrial services provider, we are<br />

obliged to offer a high degree of quality<br />

services in order to sustain our success and<br />

remain competitive in our international<br />

markets. The main goals of our quality<br />

assurance system are clear, safe business<br />

processes and their strict application in<br />

our day-to-day operations.<br />

In order for our customers to receive an<br />

impeccable product, quality must be<br />

guaranteed at every stage, from the suppliers<br />

through to final acceptance. To meet<br />

this requirement, our areas of operation<br />

have been certified under the DIN EN ISO<br />

9001:2000 standards.<br />

1<br />

2<br />

Site inspection during the construction<br />

of a petrochemical plant<br />

Pipe bridge at the M5000 methanol<br />

plant in Trinidad<br />

1 2<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Striving for perfection<br />

All operations and procedures in our company<br />

are subject to a process of continual<br />

improvement as standard. Through regular<br />

internal audits and by exploiting the improvement<br />

potential that is that is identified<br />

in these audits, we succeed not only in<br />

maintaining set standards of quality but<br />

also in constantly raising these standards.<br />

The focus of our quality assurance activities<br />

in the last fiscal year was the tighter integration<br />

of our foreign organisations into the<br />

process of mapping our procedures.<br />

In preparation for the upcoming certification<br />

renewal in 2006, we are currently re-working<br />

the quality assurance system for the Projects<br />

and Contracting division. The integration of<br />

existing instructions and regulations into<br />

newly-developed electronic workflows, which<br />

are part of our risk management system,<br />

form one of the main focal points of our<br />

work. At the same time, we will use this<br />

business year to further develop our quality<br />

assurance manual for use throughout the<br />

Group.<br />

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40<br />

<strong>MAN</strong> <strong>Ferrostaal</strong><br />

is the project<br />

developer of the<br />

<strong>MAN</strong> Group.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Strategy and Outlook<br />

A clear strategy for success<br />

Our major goal is to create value added<br />

for <strong>MAN</strong> AG's shareholders. We achieve this<br />

by following a strategy that focuses on<br />

profitable growth and an increase in the<br />

value of the company. In doing so, we<br />

follow three basic principles:<br />

1. We focus on our core competences.<br />

2. We take a target-oriented approach to<br />

expanding our business activities.<br />

3. We use our internationalism to set us<br />

apart from our competitiors.<br />

Focus on core competences<br />

We focus our energies on what we do best.<br />

In the Projects area, we operate as a think<br />

tank and differentiate ourselves in the market<br />

through innovative project development,<br />

complex financing solutions and successful<br />

project and risk management. In the Service<br />

and Logistics area, our services make an important<br />

contribution to our customers’ valueadded<br />

chains. The organisation of logistics<br />

chains, the integration of systems, processoriented<br />

thinking and the ability to offer<br />

tailor-made solutions are our key strengths<br />

in this area.<br />

Concentrating on our core business means<br />

that we disassociate ourselves from business<br />

activities that do not fit our competence<br />

profile and which create only limited value.<br />

In particular, we consistently pass on cost-intensive<br />

engineering and assembly services to<br />

companies that are specialists in this area.<br />

Expanding our business activities<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> has been an important<br />

source of equity and a reliable provider of<br />

high capital returns within the <strong>MAN</strong> Group<br />

for many years. We want to strengthen this<br />

position and ensure our long-term success<br />

by expanding our profitable and promising<br />

business activities.<br />

In our Projects business, we plan to grow our<br />

project management and project development<br />

activities. Proven business models,<br />

such as those that we have been using for<br />

years at our methanol and ammonia plants<br />

in Trinidad and now also in Oman, will be<br />

implemented in other countries and in other<br />

market segments. At the same time, we<br />

will forge ahead into new market segments<br />

that have the potential for high value and<br />

growth. We count pulp and paper as well<br />

as renewable energies among these. In<br />

both areas, we will increase our strength<br />

through selective acquisitions and strategic<br />

co-operation.<br />

We foresee good opportunities for growth<br />

in the Service and Logistics area due to our<br />

global positioning. We will develop our<br />

market position by stepping up our collaboration<br />

with strategic partners, in particular<br />

with Asian and Eastern European companies,<br />

and by pushing through into new market<br />

segments. At the same time, we will broaden<br />

our earnings base by systematically expanding<br />

our portfolio with complementary<br />

products and services. In addition, we will<br />

operate our spare parts and service business<br />

even more intensely than before.<br />

Internationalism sets us apart<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> is an international company<br />

with German roots. Our global focus and<br />

our local know-how in over 60 countries<br />

have been the basis of our success over<br />

many years. With almost 2,000 permanent<br />

employees working outside of Germany –<br />

in other words, more than 40% of our personnel<br />

– we are a reliable partner for our<br />

customers and the most international of<br />

the Group divisions of <strong>MAN</strong> AG. This broad<br />

focus protects us against local economic<br />

fluctuations and allows us to offer intelligent<br />

services worldwide from one source. This<br />

allows our customers to benefit from our


<strong>MAN</strong> <strong>Ferrostaal</strong><br />

is the most<br />

international<br />

division in the<br />

<strong>MAN</strong> Group.<br />

differentiated business portfolio and from<br />

the synergies that we create in working<br />

together with other divisions of the <strong>MAN</strong><br />

Group.<br />

We gain a competitive edge by systematically<br />

promoting an international exchange of<br />

information and knowledge between our<br />

business units and national representations.<br />

At the same time, we use our international<br />

network and our extensive knowledge of<br />

countries as a service platform from which<br />

we can support the internationalisation of<br />

the <strong>MAN</strong> Group.<br />

The close cooperation between <strong>MAN</strong><br />

<strong>Ferrostaal</strong> and <strong>MAN</strong> Commercial Vehicles<br />

in Latin America is a good example of how<br />

we support the internationalisation of our<br />

affiliated companies and can promote entry<br />

into new markets. Thanks to our joint efforts,<br />

we managed to open up the Mexican market<br />

for motor-coaches within a very short period<br />

of time. We are already working on follow-up<br />

projects in other regions of the world.<br />

Positive expectations for 2006<br />

For the current year, we assume that the<br />

global economic upturn will continue and<br />

we anticipate continued high demand for<br />

capital goods in our core markets in Latin<br />

America, Asia and Eastern Europe. In view<br />

of the consistently high oil and gas prices,<br />

we expect our partners to continue to<br />

demonstrate a great willingness to invest<br />

in infrastructure development projects<br />

and large industrial facilities.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED <strong>MAN</strong>AGEMENT REPORT<br />

Against the backdrop of these positive<br />

trends, we are confident that we will be<br />

able to continue our successful business<br />

development in the current year.<br />

We have set ourselves high targets for<br />

2006. Once again, we want to increase our<br />

operating result and improve our key rates<br />

of return. In order to meet the challenge all<br />

business units must position themselves<br />

within their market segments in a way that<br />

they can consistently increase their value<br />

contribution and achieve the targeted rates<br />

of return.<br />

We will continue along the path that we<br />

started to follow in 2004 of resolutely<br />

disassociating ourselves from activities that<br />

cannot prove profitable in the long term.<br />

At the same time, we will increase our competitiveness<br />

by ensuring an even tighter<br />

alignment between the allocation of our<br />

financial means and market potential.<br />

Order intake and sales will be noticeably<br />

less in 2006 than in the previous fiscal<br />

year. This decline is due in particular to the<br />

new business model in our logistic services<br />

activities where increasingly only the value<br />

added which is generated by <strong>MAN</strong> <strong>Ferrostaal</strong><br />

is applied. In the medium term, a large part<br />

of this decline will be compensated for by our<br />

target-oriented expansion of our Industrial<br />

Projects business and our service activities.<br />

41


42 <strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

EXPORTING A MODEL FOR SUCCESS<br />

Exporting a<br />

model for success<br />

Don't burn raw materials – turn them into profit. This is<br />

the principle followed by <strong>MAN</strong> <strong>Ferrostaal</strong> and its customers<br />

in Trinidad. Natural gas is no longer burnt off but is instead<br />

collected and converted into methanol and ammonia in petrochemical<br />

plants. Methanol is a high octane fuel and one of the<br />

most important processing reactants in the chemical industry,<br />

forming the basis of plastics, colouring agents, antifreeze,<br />

biodiesel and many other materials. Ammonia provides the<br />

most important ingredient for the production of fertilizers.<br />

Together with its customers, <strong>MAN</strong> <strong>Ferrostaal</strong> has been building<br />

and operating methanol and ammonia plants in Trinidad for<br />

fifteen years - with a great deal of success. The total invested<br />

by <strong>MAN</strong> <strong>Ferrostaal</strong> and its partners in five methanol and two<br />

ammonia plants in Trinidad amounts to just under US $2 billion.<br />

Entering into such a business is nonetheless difficult and at<br />

the same time requires a combination of qualifications that<br />

not many industrial facility constructors can claim to offer.<br />

There is a demand for general contractors who are capable<br />

of developing and managing projects, as well as designing innovative<br />

financial solutions based on sound risk management,<br />

and who are experienced providers of these services.


<strong>MAN</strong> <strong>Ferrostaal</strong> is a general contractor for the construction of methanol and ammonia plants<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

EXPORTING A MODEL FOR SUCCESS<br />

43


44 <strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

EXPORTING A MODEL FOR SUCCESS<br />

Financial Engineering<br />

The initiator of the first private methanol plant in Trinidad<br />

was Lawrence Duprey, the owner of the largest insurance<br />

company in the Caribbean (CLICO – Colonial Life Insurance<br />

Company), who wanted to build a facility of this type with the<br />

German assembly company Proman. Duprey sought another<br />

partner, a general contractor with sound experience above all<br />

in the financing of industrial projects in developing countries.<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> has been operating successfully in precisely<br />

this field for many years.<br />

Since no material collateral<br />

could be offered to creditors,<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> had to develop<br />

a new financial model for<br />

this line of business. It was<br />

only possible to implement<br />

this with partners who recognised<br />

the potential profit to<br />

be gained from the project,<br />

who were prepared to take<br />

a risk and with whom there<br />

was a solid relationship<br />

based on trust – after all, the financing was based for the<br />

most part on assets that had not yet been created and on the<br />

expectation of future cash flow from the plant.<br />

However, all the key ingredients were present in Trinidad: low<br />

natural gas prices, a geographically advantageous location for<br />

supplying the large markets in Europe and the USA, low taxes,<br />

no customs barriers and a qualified local workforce. This<br />

allowed us to win the Kreditanstalt für Wiederaufbau (KfW)<br />

(Credit Institute for Reconstruction) and the credit insurer<br />

Hermes as partners, as in so many of our previous projects.<br />

The first methanol plant has been operating profitably since<br />

1993. Following the construction of two further methanol<br />

plants, planning began on the world’s largest methanol plant,<br />

M5000, in 2000. Methanol Holdings (Trinidad) Limited is one<br />

of the largest methanol producers in the world today, with a<br />

global market share of approximately 20%.<br />

“Entering into the Methanol<br />

business requires a combination<br />

of qualifications<br />

that not many industrial<br />

facility constructors can<br />

claim to offer.”<br />

Transfer<br />

The success in Trinidad has attracted attention in the Arab<br />

world. Favourable conditions for replicating the Trinidad<br />

model are also found in Oman: a healthy investment climate,<br />

an excellent infrastructure and natural gas. The Sultanate also<br />

offers us a strong local partner with a keen interest in investing<br />

in petrochemicals. April saw work begin on the construction of<br />

a $400 million methanol plant in the Sohar industrial region,<br />

250 kilometres north-west of Muscat, the capital city.<br />

Of great advantage to the project<br />

is the participation of the<br />

Trinidad partners in the Oman<br />

project. Following their positive<br />

experience in the Caribbean,<br />

they are extremely interested<br />

in positioning their business<br />

on a broader international base.<br />

Backing the project company<br />

Oman Methanol Company are<br />

three strong partners: Methanol<br />

Holdings (Trinidad) Limited, the<br />

Oman-based OMZEST Group and<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>. Like the plants in Trinidad, this project is also<br />

financed as far as possible by the KfW credit institute with<br />

credit insurance from Hermes.<br />

As the general contractor, <strong>MAN</strong> <strong>Ferrostaal</strong> is responsible<br />

for the offshore part of the project, the engineering services<br />

and the purchase for the turnkey erection of the plant. The<br />

onshore part, essentially the local construction and assembly<br />

services, will be carried out by the Oman company Oman<br />

Proman Contracting & Trading LLC. The target market for<br />

the methanol from the MO3000 plant will be the chemical<br />

industries in Europe and Asia.<br />

High market potential<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> has consistently expanded its project development<br />

based on natural gas as a source of raw materials and<br />

energy, and sees opportunities to construct further petrochemical<br />

plants in several countries. We are also extending<br />

our range to include more technologies and products. Finally,<br />

the methanol product has great market potential as a fuel for<br />

power plants and vehicles.


1 2 3<br />

1<br />

2<br />

3<br />

Converter at the M5000 plant<br />

Boiler at the methanol plant<br />

Reformer of the plant in Trinidad<br />

4 5<br />

Intelligent Project Development<br />

From concept to implementation<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> develops profitable business<br />

ideas and assumes the leadership throughout<br />

the entire project development. The customer<br />

and partners are involved from the very start<br />

in the planning and design phase. This close<br />

co-operation produces successful, tailor-made<br />

designs.<br />

Reliable partnerships<br />

The customers and the partners form part of the<br />

team. <strong>MAN</strong> <strong>Ferrostaal</strong> brings together competent<br />

partners from the fields of technology, engineering,<br />

assembly and financing, and co-ordinates<br />

further development. At the same time, our company<br />

insists on the highest quality standards.<br />

4<br />

5<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

EXPORTING A MODEL FOR SUCCESS<br />

An engineer from Trinidad during the construction phase<br />

Local workers from Trinidad were involved in the construction<br />

of the M5000 plant<br />

Financial Engineering<br />

A tailor-made financial solution is drawn up at an early stage for each<br />

tailor-made project. By limiting the risks and ensuring transparency<br />

and efficiency, this allows the workflow to be optimised.<br />

Equity shareholdings<br />

Together with its customers <strong>MAN</strong> <strong>Ferrostaal</strong> establishes project companies<br />

in the respective countries and invests in the joint projects. This<br />

ensures that <strong>MAN</strong> <strong>Ferrostaal</strong> is involved in every decision.<br />

Marketing of the Projects<br />

As the project developer, <strong>MAN</strong> <strong>Ferrostaal</strong> is jointly responsible for<br />

organising the plant operations and the product marketing.<br />

45


46 <strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

EXPORTING A MODEL FOR SUCCESS<br />

Timeline of the methanol and ammonia plants:<br />

1990 Work begins on the construction of the first methanol<br />

plant for the Caribbean Methanol Company (CMC).<br />

1993 The CMC plant is commissioned with an annual<br />

capacity of over 500,000 tonnes and work begins on<br />

the extension of the existing methanol plant of the<br />

Trinidad & Tobago Methanol Company (TTMC).<br />

1996 The new TTMC plant is commissioned with an annual<br />

capacity of more than 550,000 tonnes and work<br />

begins on the construction of a methanol plant for<br />

the Methanol IV Company (MIV).<br />

1998 The MIV plant is commissioned with an annual<br />

capacity of more than 550,000 tonnes after a<br />

construction period of just 20 months.<br />

2000 Work begins on the construction of the ammonia<br />

plant for the Caribbean Nitrogen Company (CNC).<br />

2002 The CNC plant is commissioned with an annual<br />

capacity of more than 640,000 tonnes and work<br />

begins on the construction of an ammonia plant for<br />

Nitrogen (2000) Unlimited (N2000).<br />

2003 A merger is completed between the methanol<br />

companies CMC, TTMC and MIV into Methanol Holdings<br />

(Trinidad) Limited (MHTL). Work begins on the construction<br />

work of the methanol plant M5000.<br />

2004 N2000 is commissioned.<br />

<strong>2005</strong> The M5000 methanol plant for MHTL is commissioned<br />

with an annual capacity of more than 1.9 million tonnes.<br />

<strong>2005</strong> Work begins on the construction of the MO3000<br />

methanol plant for the Oman Methanol Company LLC<br />

(OMC) on the Persian Gulf with an annual capacity of over<br />

one million tonnes. Completion is scheduled for 2007.


Methanol Holdings<br />

Trinidad is one of<br />

the largest methanol<br />

producers in the<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

EXPORTING A MODEL FOR SUCCESS<br />

“The Winning Team”<br />

With the commissioning of the M5000 plant, Methanol<br />

Holdings Trinidad Ltd. (MHTL) has risen to become one<br />

of the largest producers of methanol worldwide. The<br />

company has a market share of approximately 20% of<br />

the global methanol trade. Lawrence Duprey, Chairman<br />

of MHTL, expressed his enthusiasm at the commissioning<br />

of the M5000 methanol plant in October <strong>2005</strong> in<br />

Point Lisas:<br />

“The M5000 was inherently challenging because of its size<br />

and scope. Given the track record of this “winning team”,<br />

which has successfully developed and constructed all our<br />

previous methanol plants, it was easy for MHTL to decide<br />

to give the green light to this project too. We have always<br />

set great store by the fact that what can be done localy in<br />

Trinidad should be done here. During assembly we employed<br />

2,500 people at the construction site. We would<br />

world today.<br />

like to acknowledge the support and co-operation of the<br />

government of Trinidad. It is no coincidence that the two<br />

largest methanol plants in the world are located here in this country. We at MHTL will retain<br />

our optimism and our confidence in this country. All our shareholders, too, have decided to<br />

invest the major part of their dividends in this country!”<br />

47


48 <strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

OPENING UP NEW MARKETS<br />

Opening up<br />

New Markets<br />

Countertrade<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> has been active in international business<br />

for many years. In <strong>2005</strong>, almost 85% of sales were generated<br />

abroad. In many countries, it is normal practice for governments<br />

to impose offset requirements on foreign exporters.<br />

Offset transactions are intended to offer advantages to the<br />

purchasing state and its economy. What is considered to<br />

be of benefit differs from country to country and from order<br />

to order. In many cases, <strong>MAN</strong> <strong>Ferrostaal</strong> successfully<br />

implemented offset transactions that have benefitted the<br />

population and the industry of the partner country. It is not<br />

uncommon for our activities to help open up new markets<br />

in this way – both for the customer and for us.


<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

OPENING UP NEW MARKETS<br />

49


50<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

OPENING UP NEW MARKETS<br />

A frequently used but little-known model<br />

According to reliable surveys, approximately 20% of world<br />

trade takes place within the context of offset transactions<br />

and this trend is growing. Thus today more than 100 countries<br />

have offset transactions firmly rooted in the fundamentals<br />

of their procurement programmes. While initially<br />

it was largely defence investments that came with demands<br />

for offset transactions, these days this trend is becoming<br />

more widespread in civil projects, such as the delivery of<br />

aircraft, the construction of port installations or other investments<br />

in infrastructure.<br />

Offset transactions allow countries to make such investments<br />

without incurring any great commercial or political<br />

risk. A classic example of an offset transaction is that within<br />

the scope of a certain contract, such as the construction of<br />

a power plant, the partner country imports goods and in<br />

return seeks ways of exporting goods with an equal value.<br />

One goal, many paths<br />

While offset transactions are usually very similar in their<br />

goals, they may take very different forms. Depending in<br />

terms of both time and money on the delivery transaction,<br />

the contractor offers additional services that are to be carried<br />

out as an offset transaction within a regulated framework.<br />

A demand that is very often made by the ordering state is<br />

that the contractor shall be obliged to carry out the project<br />

with “local content”. In other words, the contractor must<br />

award parts of the order received to companies in the partner<br />

country. This form is not only chosen on the basis of employment<br />

policy considerations. In the case of high-tech<br />

projects, a transfer of technology is often connected to the<br />

offset transaction, which, in the long-term, will allow the<br />

country placing the order to build up their own industry<br />

in the respective sector.<br />

Increasingly complex and removed from the product<br />

Traditional forms of offset transactions, such as barter<br />

(exchange deals) or buy-back agreements, are giving way<br />

today to increasingly complex business models, such as<br />

PPP models (Public Private Partnership, whereby private<br />

companies participate in state projects). The contractor takes<br />

on the role of the private partner in a public project. Offset<br />

transaction obligations of this type present an increasing<br />

challenge to all companies that wish to sell their products<br />

and services abroad because they demand a high level<br />

of flexibility, creativity and in some cases also financial<br />

strength. It is not uncommon for investments for the<br />

contractor to be required to make investments as part<br />

of these transactions.<br />

Offset transactions may also involve areas that are completely<br />

unrelated to the product. In return for the industrial products<br />

or services that the partner countries import, they receive<br />

support for marketing of their own products. In this case the<br />

offset transaction can contribute to opening up new markets<br />

for the company in the partner country. It thus provides a<br />

substantial means of support for the industry in the country<br />

in question.<br />

A core strength of <strong>MAN</strong> <strong>Ferrostaal</strong><br />

Many <strong>MAN</strong> <strong>Ferrostaal</strong> projects were and are connected to obligations<br />

under offset transactions. Therefore the execution<br />

of these represents one of the core strengths of our company.<br />

Of particular advantage is the broad focus of the <strong>MAN</strong> Group,<br />

which puts us in a position where we can target and employ<br />

the <strong>MAN</strong> Group products and services in this connection,<br />

for example through the delivery of buses or trucks.


<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

OPENING UP NEW MARKETS<br />

An offset transaction with the South African government: <strong>MAN</strong> <strong>Ferrostaal</strong> is supporting the local tea industry as an investment partner<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> has played an outstanding role for many<br />

years for the German shipbuilding industry, which, as a partner<br />

of foreign national authorities, has often had to assume<br />

offset obligations. Based on jointly conceived offset transaction<br />

programmes, we have developed and worked out<br />

tailor-made solutions in each case. The goals are always<br />

directed towards benefiting the economy of the ordering<br />

country, whether this be by transferring know-how, through<br />

access to key technologies, through safeguarding and<br />

creating new jobs or through other advantages.<br />

Thus over the years we have developed into a competent<br />

offset transaction partner in many countries and have<br />

acquired an excellent reputation due to our high level of<br />

reliability in fulfilling these obligations. On the other hand,<br />

we also benefit from our offset activities because in this way<br />

we develop lasting partnerships in many countries, acquire<br />

extensive in country knowledge, and are much closer to our<br />

customers.<br />

51


52 <strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

OPENING UP NEW MARKETS<br />

Examples of Offset Transactions<br />

Atlantis Training Centre<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> invested in setting up a training centre in<br />

South Africa as part of an offset transaction agreed with<br />

the South African government. Young people from the<br />

structurally weak region of Atlantis are to receive training<br />

at the centre to enable them to improve their professional<br />

prospects. Furthermore, the surrounding industry also uses<br />

the training centre for specific further training seminars.<br />

In addition to professional training offered in information<br />

technology, administration and bookkeeping, instruction<br />

is also given in crafts and trades such as sewing, electrical<br />

work, mechanics, woodwork and welding.<br />

Call Centres<br />

As an investment partner <strong>MAN</strong> <strong>Ferrostaal</strong> played a key role<br />

in building up call centre activities in South Africa. South<br />

Africa is becoming more attractive to foreign companies.<br />

The same time zone as central Europe, very good knowledge<br />

of English and an open mindset all make South Africa an<br />

increasingly attractive location for a call centre. More than<br />

1,000 new jobs were created through this offset transaction.<br />

Tea Plantation<br />

Within the scope of an offset agreement with the South<br />

African government, <strong>MAN</strong> <strong>Ferrostaal</strong> is supporting the<br />

local tea industry as an investment partner. The main aim<br />

is to safeguard thousands of jobs long-term. International<br />

experts, who are responsible for day-to-day business<br />

operations in the areas of management, production and<br />

marketing, are supporting the project. Capital involvement<br />

of an international partner is planned for the medium term.<br />

PET Recycling Plant in Johannesburg<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> is financing the new construction of a recycling<br />

plant for the manufacture of synthetic granules from used PET<br />

containers. From a humanitarian and ecological point of view<br />

the project is of great importance because mainly unskilled<br />

workers, that is, those most in need of financial assistance, will<br />

take part in the organised collection of the recyclable material<br />

within the urban area of Johannesburg.


Modernisation of Hellenic Shipyards<br />

As part of the implementation of the offset transaction<br />

agreements with our partner country Greece, <strong>MAN</strong><br />

<strong>Ferrostaal</strong> extended the shipyard of Hellenic Shipyards at<br />

the Skaramanga location so that the requirements for the<br />

production of submarines could be met.<br />

Heavy Goods Transporter for Hellenic Shipyards<br />

In collaboration with a company from southern Germany,<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> developed a 29-axle heavy goods transporter<br />

specially designed for the transportation of submarines<br />

as part of the modernisation of Hellenic Shipyards. With a<br />

payload of 2,000 tonnes and the possibility of normal, cross,<br />

diagonal and circular driving, the vehicle optimises the shipyard’s<br />

productivity with its limited space.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

OPENING UP NEW MARKETS<br />

Chassis for Portuguese Bus Manufacturer<br />

Within the scope of offset transaction agreements with the<br />

Portuguese government, <strong>MAN</strong> <strong>Ferrostaal</strong> arranged for the<br />

granting of a licence from <strong>MAN</strong> Commercial Vehicles to the<br />

local bus manufacturer, Caetano, for the use of <strong>MAN</strong> chassis.<br />

The new chassis has brought about a significant improvement<br />

in quality, which meant the company was able to<br />

improve its competitive position.<br />

Redevelopment of a Portuguese Shipyard<br />

In the course of executing offset transaction agreements<br />

with the Portuguese government, <strong>MAN</strong> <strong>Ferrostaal</strong> supported<br />

the largest shipyard in the country in the commercial and<br />

administrative areas. The primary objective was to safeguard<br />

the existence of the shipyard and the jobs there. The services<br />

provided by <strong>MAN</strong> <strong>Ferrostaal</strong> allowed the shipyard to be<br />

extended and also led to an increase in its profitability<br />

and competitiveness.<br />

53


54 <strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

OPENING UP NEW MARKETS<br />

A clear competitive advantage<br />

For many years, offset transactions and the acceptance of<br />

offset obligations have been an integral part of <strong>MAN</strong> <strong>Ferrostaal</strong>’s<br />

activities. The company has acquired an excellent reputation<br />

among all partners involved because we have always managed<br />

to discharge our obligations reliably and on time. Over the<br />

years, a number of successful partnerships have grown out<br />

of our fulfilment of obligations as part of these offset transactions.<br />

This would seem to suggest they should be put to<br />

active use in opening up new market opportunities. Horst<br />

Weretecki, in charge of business development at <strong>MAN</strong><br />

<strong>Ferrostaal</strong>, describes some of the possibilities.<br />

Offset transactions represent a large part of global trade<br />

and have been in operation for many years, without anyone<br />

knowing very much about them. Why is this?<br />

Weretecki: Why and how offset transactions come about is of<br />

no interest to a large part of the population. The important<br />

thing is that they do come about. Take the example of the<br />

tea industry in South Africa. Through the redevelopment<br />

measures at the plantation, which we carried out as part of<br />

an offset transaction, several thousand South Africans will<br />

be able to earn a livelihood as harvest workers. How the contracts<br />

were drawn up that led to this and the specific services<br />

we performed under the contract are not important to the<br />

people. What matters to them is<br />

that they have work.<br />

“We can open up new<br />

opportunities for the<br />

<strong>MAN</strong> Group through<br />

countertrade.”<br />

The same applies to the South<br />

African government. What counts<br />

here is the result, namely that due<br />

to the state’s activities – imposing<br />

offset obligations on foreign contractors<br />

– jobs have been created.<br />

Where and how we manage this is irrelevant. The lasting<br />

impression, however, is that if <strong>MAN</strong> <strong>Ferrostaal</strong> takes charge<br />

of something, then something real will come of it. And again<br />

this is very beneficial for us because everyone is happy to<br />

do business with a reliable partner.<br />

If this concept is so successful for the ordering state, why does<br />

this type of offset transaction not take place more often?<br />

Weretecki: The need for offset transactions exists in many<br />

countries and they are increasingly becoming a requirement.<br />

Only 20 years ago there were ten countries with formalised<br />

offset transaction guidelines; now there are about 100. Not<br />

all market players are in a position to assume obligations<br />

under offset transactions, in particular as non-fulfilment is<br />

usually penalised.<br />

If the penalty is set high enough, it may become expensive …<br />

Weretecki: Every penalty reduces profit. However, there are<br />

cases where the penalties for non-fulfilment of offset obligations<br />

constituted up to 100% of the value of the order.<br />

That could act as a deterrent.<br />

Weretecki: If it represents too large a risk for a company, then<br />

it will not even think of entering into such a deal. You will<br />

have a different attitude, however, if you have the necessary<br />

connections and experience and are certain that you can also<br />

meet all the obligations. We can accept deals that no one else<br />

wants to take on because of the offset obligations connected<br />

to them. This gives <strong>MAN</strong> <strong>Ferrostaal</strong> an important competitive<br />

advantage.<br />

If <strong>MAN</strong> <strong>Ferrostaal</strong> has been involved in<br />

offset transactions over so many years<br />

and gained so much excellent experience,<br />

would it not be worth offering the benefit<br />

of this experience to other companies?<br />

Weretecki: It would definitely be worth<br />

it. There are many companies that are<br />

asked to enter into offset transactions but<br />

they do not have the requisite knowledge and experience to<br />

execute them. This may well be one of the reasons why there<br />

are various institutionalised platforms on the subject of offset<br />

transaction obligations. Such institutions allow company<br />

representatives to discuss the topic among themselves. These<br />

kinds of obligations are also sometimes traded among the<br />

representatives there – almost like a kind of stock exchange.


Is the company thinking of offering its experience in offset<br />

transactions on such a trading exchange?<br />

Weretecki: That is certainly conceivable. As a first step, we<br />

want to promote ourselves within the <strong>MAN</strong> Group more<br />

forcefully than we have done to date. With our traditionally<br />

strong international focus and our<br />

many years of experience of offset<br />

transactions, we can open up new<br />

opportunities for all divisions<br />

within the <strong>MAN</strong> Group. Moreover,<br />

this would also be a good example<br />

of living the company’s philosophy.<br />

After all, Industrial Governance,<br />

the management concept of the<br />

<strong>MAN</strong> Group, has among others the<br />

goal of establishing joint practices<br />

to achieve greater value-added potential for the Group.<br />

“We want to market<br />

our know-how more<br />

actively in the future –<br />

both internally and<br />

externally.”<br />

What form could such co-operation with other <strong>MAN</strong><br />

divisions take?<br />

Weretecki: In concrete terms, this could take place when designing<br />

an offset transaction programme by making much<br />

more use of the range of products and services offered by<br />

the <strong>MAN</strong> Group than we have done in the past. For example,<br />

for infrastructure projects that are listed in a country’s offset<br />

transaction requirement catalogue, there is no reason not<br />

to employ heavy goods vehicles, diesel engines or turbo<br />

machines from <strong>MAN</strong>. On the other hand, it also stands to<br />

reason that <strong>MAN</strong> <strong>Ferrostaal</strong> assumes and discharges obligations<br />

under offset transactions that have arisen out of a<br />

commercial vehicles deal.<br />

The possibility already existed in the past. Why have you not<br />

done this earlier?<br />

Weretecki: In the past, offset transactions were often regarded<br />

as a necessary evil – in some cases even in our own division.<br />

But we have since recognised that this is not a fair assessment<br />

if you consider the hidden potential. We therefore had<br />

to change our thinking. At <strong>MAN</strong> <strong>Ferrostaal</strong>, we now consider<br />

our offset transaction expertise as an entry ticket into<br />

markets that would possibly remain permanently closed<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

OPENING UP NEW MARKETS<br />

to us, were it not for our willingness to enter into offset<br />

agreements. And why shouldn't we take the products from<br />

our sister companies with us along the way? We are convinced<br />

that there is a lot of potential here. We bring to offset<br />

transactions a good combination of services such as project<br />

development know-how coupled with<br />

long-standing relations at the political<br />

and administrative levels and with local<br />

industries. Our sister companies can<br />

make use of all this, but naturally it is<br />

also of interest to companies outside<br />

the Group too.<br />

So you think the company should indeed<br />

put its activities on the offset exchange?<br />

Weretecki: It would be a waste if we didn’t<br />

use the full extent of our expertise. In the future, we want to<br />

market our experience and know-how more actively than we<br />

have done to date, both within the <strong>MAN</strong> Group and outside<br />

it. We are already involved in promising talks with national<br />

and international companies with the goal of assuming and<br />

fulfilling their service obligations under offset transactions.<br />

55


56 <strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

Selected companies of the<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Group<br />

Status as at December 31, <strong>2005</strong><br />

<strong>MAN</strong> <strong>Ferrostaal</strong> AG, Essen - 3)<br />

Capital Total Sales Employees<br />

share assets in in at<br />

in % millions € millions € 31/12/<strong>2005</strong><br />

1,789 1,483 726<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Power Industry GmbH, Essen 100 569 115 225<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Industrieanlagen GmbH, Geisenheim 100 268 97 202<br />

DSD de Venezuela, C.A., Caracas, Venezuela 100 30 41 98<br />

DSD Construcciones y Montajes S.A. Santiago, Chile 100 48 39 113<br />

<strong>MAN</strong> TAKRAF Fördertechnik GmbH, Leipzig - 1)<br />

98 85 369<br />

Intergrafica Print & Pack Pty. Ltd., Alexandria, Australia<br />

Graphic Systems Australasia Pty. Ltd.,<br />

100 12 35 56<br />

Silverwater, Australia 100 14 20 38<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Incorporated, Houston, USA *)<br />

- 2)<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Industrie- und<br />

124 687 106<br />

System-Logistik GmbH, Essen *)<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Piping Supply GmbH, Essen,<br />

B.V., Hooge Zwaluwe, Netherlands and<br />

100 108 123 1,061<br />

N.V., Antwerpen, Belgium 100 52 98 91<br />

1) The shares are held by <strong>MAN</strong> AG, Munich<br />

2) The shares are held by <strong>MAN</strong> Capital Corporation, New York.<br />

3) 100% of shares are held indirectly and directly by <strong>MAN</strong> Aktiengesellschaft, Munich.<br />

*) Total assets, sales and employees inclusive of operatively managed subsidiary companies


<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

57


Consolidated financial<br />

statements<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> consolidated financial statement in accordance with IFRS,<br />

fiscal year <strong>2005</strong>


Index consolidated financial statements<br />

60 <strong>MAN</strong> <strong>Ferrostaal</strong> Group: Income statement fiscal year <strong>2005</strong><br />

61 <strong>MAN</strong> <strong>Ferrostaal</strong> Group: Balance sheet as of 31/12/<strong>2005</strong><br />

62 <strong>MAN</strong> <strong>Ferrostaal</strong> Group: Cash flow statement <strong>2005</strong><br />

63 <strong>MAN</strong> <strong>Ferrostaal</strong> Group: Changes in shareholders’ equity <strong>2005</strong><br />

64 Notes to the Group division<br />

64 Accounting and valuation principles<br />

71 Notes to the consolidated income statement<br />

71 (01) Sales by region<br />

71 (02) Other operating income<br />

72 (03) Other operating expenses<br />

72 (04) Income from investments<br />

72 (05) Net interest result<br />

73 (06) Taxes<br />

75 Other notes to the income statement<br />

76 Notes to the balance sheet<br />

76 (07) Intangible assets<br />

77 (08) Tangible assets<br />

78 (09) Investments<br />

78 (10) Inventories<br />

79 (11) Trade receivables<br />

80 (12) Other assets<br />

80 (13) Short-term securities, cash and cash equivalents<br />

81 (14) Equity<br />

82 (15) Financial liabilities<br />

82 (16) Pensions<br />

82 Pension plans and capital cover<br />

83 Financing status<br />

84 Expenses from pension obligations<br />

84 (17) Other accruals<br />

85 (18) Other liabilities<br />

85 Contingencies<br />

85 Other financial obligations<br />

86 (19) Financial derivatives and hedges<br />

88 Related parties<br />

88 Total remuneration of the Supervisory Board and the Executive Board<br />

90 Audit certificate of the auditor<br />

92 <strong>MAN</strong> <strong>Ferrostaal</strong> Group division: seven-year financial summary<br />

94 Our main domestic subsidiaries<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

CONTENTS<br />

59


60<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

FINANCIAL STATEMENTS<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Group Income statement<br />

for the fiscal year <strong>2005</strong><br />

Millions € Notes <strong>2005</strong> 2004<br />

Net sales (1) 2,789 3,185<br />

Costs of sales – 2,470 – 2,777<br />

Gross margin 319 408<br />

Other operating income (2) 149 93<br />

Selling expenses – 130 – 123<br />

General administrative expenses – 99 – 97<br />

Other operating expenses (3) – 200 – 197<br />

Income from investments in associated affiliates (4) 46 –<br />

Other income from investments (4) 5 – 12<br />

Earnings before interest and taxes 90 72<br />

Interest income (5) 23 19<br />

Interest expenses – 39 – 29<br />

Earnings before taxes 74 62<br />

Taxes (6) – 19 – 7<br />

Earnings after taxes 55 55<br />

of which minority interests – 4 – 6<br />

Net income after minority interests 51 49


<strong>MAN</strong> <strong>Ferrostaal</strong> Group<br />

Balance sheet as at December 31, <strong>2005</strong><br />

Assets<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

FINANCIAL STATEMENTS<br />

Millions € Notes 31/12/<strong>2005</strong> 31/12/2004<br />

Intangible assets (7) 2 3<br />

Tangible assets (8) 149 116<br />

Investments in associated affiliates (9) 146 –<br />

Other investments (9) 28 39<br />

Deferred tax assets (6) 95 91<br />

Other non-current assets (12) 43 81<br />

Non-current assets 463 330<br />

Inventories (10) 754 690<br />

Trade receivables (11) 477 518<br />

Current tax receivables 6 10<br />

Other current assets (12) 137 149<br />

Short-term securities (13) 172 157<br />

Cash and cash equivalents (13) 373 462<br />

Other current assets 1,919 1,986<br />

Liabilities<br />

2,382 2,316<br />

Millions € Notes 31/12/<strong>2005</strong> 31/12/2004<br />

Capital stock 70 70<br />

Additional paid-in capital 83 83<br />

Reserves retained from earnings 118 75<br />

Equity from unrealised profits/losses – 10<br />

Equity of <strong>MAN</strong> <strong>Ferrostaal</strong> AG stockholders 271 238<br />

Minority interests 64 69<br />

Equity (14) 335 307<br />

Non-current financial liabilities (15) 13 2<br />

Provisions for pensions (16) 30 232<br />

Deferred tax liabilities (6) 51 60<br />

Other non-current accruals (17) 10 9<br />

Other non-current liabilities (18) 1 –<br />

Non-current liabilities and accruals 105 303<br />

Current financial liabilities (15) 21 123<br />

Trade payables 559 577<br />

Prepayments received 892 675<br />

Current tax liabilities 28 11<br />

Other current accruals (17) 327 212<br />

Other current liabilities (18) 115 108<br />

Current liabilities and accruals 1,942 1,706<br />

2,382 2,316<br />

61


62<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

FINANCIAL STATEMENTS<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Group Cash flow statement <strong>2005</strong><br />

Millions € <strong>2005</strong> 2004<br />

Cash and cash equivalents at start of year 462 568<br />

Earnings before taxes 74 62<br />

Current taxes – 33 – 23<br />

Depreciation of tangible assets, intangible assets and investments 21 34<br />

Changes in pension provisions 2 – 1<br />

Undistributed earnings from associated affiliates – 46 –<br />

Other non-cash expenses and income – 35 – 3<br />

Cash earnings – 17 69<br />

Changes in inventories – 38 – 256<br />

Changes in prepayments received 205 114<br />

Changes in trade receivables 109 – 7<br />

Changes in trade payables – 38 – 69<br />

Changes in other accruals 113 95<br />

Changes in other assets – 25 1<br />

Changes in other liabilities<br />

Elimination of result from the disposal of tangible assets,<br />

– 3 – 21<br />

intangible assets and investments – 3 – 4<br />

Other changes in working capital 12 18<br />

Cash flow from operating activities 315 – 60<br />

Investments in tangible and intangible assets – 31 – 15<br />

Purchase of investments<br />

Income from the disposal of tangible assets,<br />

– 2 – 21<br />

intangible assets and investments 8 22<br />

Cash flow from investment activities – 25 – 14<br />

Repayment of capital – 16 –<br />

Distribution of dividends – 46 – 93<br />

Disposal (+) and purchase (-) of short-term securities of current assets – 14 10<br />

Net change in financial liabilities – 108 49<br />

Contribution to pension fund – 205 –<br />

Cash flow from financing activities – 389 – 34<br />

Net change in cash & cash equivalents – 99 – 108<br />

Changes in cash and cash equivalents due to newly consolidated companies 4 4<br />

Effect of parity-related changes on cash and cash equivalents 6 – 2<br />

Cash and cash equivalents at end of period 373 462<br />

Composition of net liquidity as at December 31<br />

Cash and cash equivalents 373 462<br />

Short-term securities 172 157<br />

Financial liabilities – 34 – 125<br />

511 494<br />

Cash flow from operating activities includes interest received in the amount of € 23 million<br />

(previous year: € 19 million), interest expenses in the amount of € 26 million (previous year:<br />

€ 16 million) and income tax paid in the amount of € 10 million (previous year: € 4 million).


Millions € Equity from<br />

unrealised<br />

profits/losses<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

FINANCIAL STATEMENTS<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Group Changes in shareholders’ equity <strong>2005</strong><br />

Capital Additional Reserves Differ- Market Minority Total<br />

stock paid-in retained ences valuation interest<br />

capital from from of<br />

earnings currency financial<br />

translation instruments<br />

Balance at December 31, 2003 70 83 120 0 6 52 331<br />

Dividend payment – 91 – 2 – 93<br />

Earnings after taxes 2004 49 6 55<br />

Currency translation effects<br />

Changes in unrealised<br />

– 3 – 2 – 5<br />

gains/losses 4 6 10<br />

All other changes 9 9<br />

Balance at December 31, 2004 70 83 75 0 10 69 307<br />

Dividend payment – 50 4 – 46<br />

Earnings after taxes <strong>2005</strong> 52 – 1 4 55<br />

Currency translation effects<br />

Changes in unrealised<br />

31 – 10 5 26<br />

gains/losses 1 – 1 0<br />

All other changes 10 – 17 – 7<br />

Balance at December 31, <strong>2005</strong> 70 83 118 – 10 10 64 335<br />

63


64<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

Group of<br />

consolidated<br />

companies<br />

Notes<br />

General principles<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Aktiengesellschaft is a subsidiary<br />

of <strong>MAN</strong> Aktiengesellschaft, Munich,<br />

and is included in the consolidated financial<br />

statements of the <strong>MAN</strong> Group.<br />

The consolidated financial statement of<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Aktiengesellschaft for the<br />

fiscal year from January 1, to December 31,<br />

<strong>2005</strong> has been prepared voluntarily in<br />

accordance with the International Financial<br />

<strong>Report</strong>ing Standards (IFRS) of the International<br />

Accounting Standards Board (IASB),<br />

London. All interpretations of the International<br />

Financial <strong>Report</strong>ing Interpretations<br />

Consolidation<br />

In addition to <strong>MAN</strong> <strong>Ferrostaal</strong> Aktiengesellschaft,<br />

the consolidated financial statements<br />

includes 26 domestic and 43 foreign subsidiaries<br />

in which <strong>MAN</strong> <strong>Ferrostaal</strong> AG controls<br />

the financial and business policies<br />

under the articles of association, by company-transfer<br />

agreement or by other contractual<br />

agreement. In almost all of these<br />

Number of consolidated companies<br />

The significant subsidiaries are presented<br />

as attachment to these notes “Selected companies<br />

of <strong>MAN</strong> <strong>Ferrostaal</strong> Group” (page 56).<br />

A complete list of the shareholdings of<br />

<strong>MAN</strong> AG will be filed with the Commercial<br />

Register of the Local Court of Essen. This list<br />

includes all subsidiaries of <strong>MAN</strong> <strong>Ferrostaal</strong><br />

Aktiengesellschaft.<br />

Compared with the previous year, twelve<br />

companies have been newly included as<br />

consolidated companies.<br />

Committee (IFRIC) and the standards of the<br />

German Accounting Standards Committee<br />

(DRSC) valid for the fiscal year 2004 have<br />

been applied. All the standards applied have<br />

been accepted by the European Commission.<br />

The Executive Board of <strong>MAN</strong> <strong>Ferrostaal</strong><br />

Aktiengesellschaft released the Group<br />

division's consolidated financial statements<br />

on February 22, 2006 for submission to the<br />

Supervisory Board. It is the responsibility<br />

of the Supervisory Board to examine the<br />

consolidated financial statements and to<br />

state whether or not it approves them.<br />

shareholdings, this is based on a majority<br />

of voting rights, held directly or indirectly<br />

by <strong>MAN</strong> <strong>Ferrostaal</strong> AG. In the case of Intermesa<br />

Trading Ltda., a Brazilian company<br />

in which <strong>MAN</strong> <strong>Ferrostaal</strong> AG holds a 48.5%<br />

stake, this is based on contractual agreements.<br />

Domestic Foreign Total<br />

Included as at December 31, 2004 24 35 59<br />

Included for the first time in <strong>2005</strong> 3 9 12<br />

Deconsolidated in the fiscal year <strong>2005</strong> – 1 1<br />

Included as at December 31, <strong>2005</strong> 27 43 70<br />

This change to the group of consolidated<br />

companies had only a minor impact overall<br />

on the assets, financial and earnings situation<br />

in the fiscal year <strong>2005</strong>.<br />

Furthermore, three companies have been<br />

included in the consolidated financial statements<br />

as associated affiliates.


Consolidation<br />

principles<br />

Currency<br />

translation<br />

The consolidated financial statements are<br />

based on the financial statements of <strong>MAN</strong><br />

<strong>Ferrostaal</strong> Aktiengesellschaft and its consolidated<br />

subsidiaries prepared according<br />

to the <strong>MAN</strong> AG group-wide accounting and<br />

valuation principles.<br />

Capital consolidation is based on the<br />

purchase method. For purchases, IFRS 3<br />

requires that the purchase costs of a company<br />

be allocated to the identifiable assets,<br />

debts and contingencies of the purchased<br />

company. The acquired assets, and in<br />

particular the intangible assets, must be<br />

reassessed for accounting purposes and,<br />

under certain conditions, shown at the<br />

current fair value. Any remaining positive<br />

difference between the purchase costs and<br />

the prorated equity is shown as goodwill and<br />

must be subjected to an impairment test<br />

either annually or at any other time should<br />

the need arise. Should the test indicate a<br />

The consolidated financial statements have<br />

been drawn up in euros. The functional<br />

currency method is used to translate the<br />

financial statements of companies in noneurozone<br />

countries. Balance sheet items are<br />

translated at the current rate and income<br />

statement items at the annual average rates.<br />

The average annual rate of exchange is<br />

calculated from the average monthly rate<br />

of exchange.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

diminution in value, impairment must be<br />

taken.<br />

The reserves earned and not distributed<br />

after the relevant date of the initial consolidation<br />

are shown in the reserves retained<br />

from earnings of the <strong>MAN</strong> <strong>Ferrostaal</strong> Group<br />

division or the minority interests.<br />

Minority interests held by non-group parties<br />

in the equity of consolidated subsidiaries are<br />

disclosed in a separate line within the<br />

Group's equity.<br />

Expenses, income, receivables and liabilities<br />

between the consolidated companies as well<br />

as intercompany profits from intragroup<br />

deliveries of inventories and from other<br />

non-current assets are eliminated. Deferred<br />

taxes are calculated for consolidation<br />

transactions recognised in net income.<br />

The change in assets, accruals and equity<br />

shows the value at the beginning and end<br />

of the fiscal year as well as the change in<br />

the group of consolidated companies, with<br />

currency conversion performed at the rate<br />

on the balance sheet date. Conversion for<br />

the other items has been done at the mean<br />

exchange rate over the year. Differences<br />

deriving from currency translation of the<br />

balance sheet items versus the translation<br />

from the previous year are recognised in<br />

equity only.<br />

The euro exchange rates of currencies of major importance for the <strong>MAN</strong> <strong>Ferrostaal</strong> Group division are as follows:<br />

Current rate of € 1 at <strong>Annual</strong> average rate of € 1 at<br />

31/12/<strong>2005</strong> 31/12/2004 <strong>2005</strong> 2004<br />

US dollar 1.1797 1.3621 1.2456 1.2424<br />

Pound sterling 0.6853 0.7051 0.6839 0.6795<br />

Singapore dollar 1.9628 2.2262 2.0723 2.0997<br />

Australian dollar 1.6109 1.7459 1.6325 1.6912<br />

Canadian dollar 1.3725 1.6416 1.5122 1.6162<br />

South African rand 7.4642 7.6897 7.8901 7.9721<br />

65


66<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

Income,<br />

and<br />

expenses<br />

Intangible<br />

assets<br />

Valuation and accounting<br />

Sales are recognised as and when the products<br />

or goods have been delivered or the<br />

services rendered, in each case net after<br />

deduction of discounts, customer bonuses<br />

and allowances. Revenues from long-term<br />

manufacturing contracts are recognised<br />

in accordance with the percentage of completion<br />

method. For more detailed information,<br />

refer to the notes on customerspecific<br />

manufacturing contracts.<br />

Individually purchased intangible assets<br />

are capitalised at purchase cost. Intangible<br />

assets that are acquired as the result of a<br />

company acquisition are capitalised at fair<br />

value as at the acquisition date as from<br />

fiscal year 2004 according to IFRS 3.<br />

Intangible assets with a finite useful life are<br />

amortised on a straight-line basis over the<br />

period of their useful life. The depreciation<br />

period for software is three to five years. The<br />

amortisation of licences and similar rights<br />

corresponds to the contractual useful life.<br />

Operating expenses are recorded when<br />

the products or services are utilised,<br />

while expenses for advertising and sales<br />

promotion as well as other sales-related<br />

expenses are recognised when incurred. We<br />

provide for accrued warranty obligations<br />

when the orders are invoiced. Interest and<br />

other costs of debt are expensed during<br />

the period.<br />

As at December 31, <strong>2005</strong> and December 31,<br />

2004, there was no goodwill arising from<br />

capital consolidation.<br />

Pursuant to IAS 38, R&D costs are expensed,<br />

except for those expenses incurred for the<br />

development of new products in the service<br />

sector, which are capitalised if and when<br />

the technical realisation of the new development<br />

and its future success in the market<br />

have been ensured. The regular amortisation<br />

is performed on a straight-line basis over the<br />

respective expected useful life of four years.


Tangible assets<br />

Associated<br />

affiliates<br />

Inventories<br />

Tangible assets are valued at historical purchase<br />

or production cost, reduced by regular<br />

or, if appropriate, irregular depreciation. The<br />

production costs of internally manu-factured<br />

tangible assets comprise the directly attributable<br />

production costs as well as prorated<br />

indirect production costs.<br />

Expenses for maintenance and repairs are<br />

recognised in net income, insofar as they are<br />

not liable for disclosure in the balance sheet<br />

assets. Interest costs on third-party capital<br />

are expensed in the period in which they<br />

are incurred.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

Tangible assets are depreciated according<br />

to the straight-line method over their<br />

estimated useful lives. Impairment is taken<br />

on tangible assets if the recognised fair value<br />

of such assets falls below net book value. If<br />

the fair value of an asset previously written<br />

down rises, the asset is written up accordingly.<br />

Regular depreciation is taken on the basis of<br />

useful lives which are specified uniformly<br />

throughout the Group as follows:<br />

Buildings 20 to 50 years<br />

Land improvements 8 to 20 years<br />

Plant and machinery 5 to 15 years<br />

Factory and office equipment 3 to 10 years<br />

Associated affiliates are those shareholdings<br />

where <strong>MAN</strong> <strong>Ferrostaal</strong> AG exercises a<br />

significant influence; generally this occurs<br />

a significant influence, usually with voting<br />

rights of 20% to 50%. These are valued in<br />

the balance sheet according to the equity<br />

method.<br />

The first-time valuation of associated<br />

affiliates is based on the purchase cost.<br />

Inventories are stated at the purchase or<br />

production cost or at the lower net disposal<br />

value. The production costs comprise the<br />

directly attributable production costs as well<br />

as prorated fixed and variable indirect production<br />

costs. The fixed costs attributed are<br />

determined in most cases on the basis of<br />

a normal workload, and in all other cases<br />

on the actual worked, if this corresponds<br />

to normal utilisation. Selling and general<br />

For subsequent valuations, the share of<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> AG in the profit and loss<br />

following the acquisition is recognised in<br />

the income from investments. Any other<br />

changes in equity are accounted for so as<br />

not to affect income. Intercompany profits<br />

from transactions between Group companies<br />

and associated affiliates are eliminated<br />

proportionally from the results of the<br />

associated affiliate.<br />

administrative expenses and interest on<br />

third-party capital are not capitalised.<br />

Raw materials and merchandise are valued<br />

at the average purchase cost. Inventories are<br />

measured at the lower net realisable value<br />

for slow-moving items or for obsolescence<br />

or reduced utilisation and for uncompleted<br />

contracts that involve impending losses.<br />

67


68<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

Customerspecific<br />

manufacturing<br />

contracts<br />

Receivables<br />

Short-term<br />

securities<br />

Deferred taxes<br />

Customer-specific manufacturing contracts<br />

are recognised according to the percentage<br />

of completion method (PoC). According to<br />

this method the prorated net sales and costs<br />

of sales corresponding to the percentage of<br />

completion achieved as at the closing date<br />

are shown. This is based on the revenues<br />

agreed with the customer and the expected<br />

contractual costs. The degree of completion<br />

is usually determined on the basis of the<br />

contractual costs incurred up to the closing<br />

date as a proportion of the total expected<br />

contractual costs (“cost to cost method”).<br />

In certain individual cases, in particular<br />

those involving new and complex contracts,<br />

completion is determined on the basis of<br />

contractually agreed milestones (“milestone<br />

method“). The PoC-recognised contractual<br />

items less prepayments received are shown<br />

Receivables and other assets are generally<br />

carried at nominal value. Non-interest<br />

bearing and low interest receivables with a<br />

remaining term of more than three months<br />

are discounted at 5.5% p.a. Receivables with<br />

a high probability of being uncollectible are<br />

Short-term securities are specified under the<br />

caption “available for sale” and are carried<br />

at fair value; this is usually the market rate.<br />

Differences between purchase costs and fair<br />

Deferred tax assets and liabilities are recognised<br />

for temporary differences between the<br />

values in the tax and the financial statements,<br />

for consolidation transactions recognised in<br />

net income, and for tax losses carried forward.<br />

Deferred taxes are calculated at the tax rates<br />

current at the closing date; in Germany at a<br />

rate of 39.9%. In the previous year the rate in<br />

Germany was 39.4%; the difference is due to<br />

a higher average German municipal trade income<br />

tax on the domestic Group companies.<br />

in the balance sheet in the trade receivables<br />

line.<br />

Anticipated losses from customer-specific<br />

manufacturing contracts are immediately<br />

recognised as expenses in the full amount.<br />

If the result of a long-term manufacturing or<br />

construction contract is not yet sufficiently<br />

secured, the revenues are only recorded<br />

in the amount of the order costs incurred<br />

("shortened percentage of completion<br />

method"). The share of the result is only<br />

realised if and when the completion of the<br />

order has progressed so far that the revenues<br />

still to be earned and the costs still to be<br />

incurred can be estimated on a reliable basis.<br />

fully written off (specific bad-debt<br />

allowance). A general allowance for doubtful<br />

accounts on the receivables balance provides<br />

for the general collection risk on the basis<br />

of empirical data from the past.<br />

value are handled as not affecting earnings<br />

and recognised as other comprehensive<br />

income (OCI) within equity after duly<br />

accounting for deferred taxes.<br />

Deferred tax assets are not recognised<br />

unless the attendant reductions are likely to<br />

materialise. Deferred taxation accounts only<br />

for those amounts of losses carried forward<br />

for which taxable income sufficient for<br />

realising the deferred tax assets is expected<br />

in the future.


Pensions<br />

Other<br />

accruals<br />

Financial<br />

derivatives<br />

and hedges<br />

Pension obligations are determined using<br />

the actuarial projected unit credit method,<br />

whereby the future defined benefit obligations<br />

are assessed on the basis of the<br />

prorated benefit entitlement attained as at<br />

the closing date. The assessment duly takes<br />

into account assumptions of certain future<br />

development parameters that affect the<br />

amount of future benefits.<br />

Pension provisions show only that part of<br />

the pension obligations that were recognised<br />

Other accruals provide for all recognisable<br />

risks and unknown obligations in the<br />

amount of their probable occurrence.<br />

Accruals for outstanding costs, for impending<br />

losses from contracts and for other<br />

business obligations are assessed on the<br />

Financial derivatives are measured at fair<br />

value in accordance with IAS 39. The fair value<br />

of forward exchange transactions is determined<br />

on the basis of the forward rate as at the<br />

closing date for the remaining term of each<br />

contract in relation to the contracted forward<br />

rate. We determine the current fair value of<br />

forex options by means of generally approved<br />

option pricing techniques, key factors being<br />

the residual term, the reference interest<br />

rate and the current exchange rate and its<br />

volatility. The fair value of interest rate swaps<br />

is obtained by discounting the expected<br />

future cash flows over the remaining contractual<br />

term on the basis of current market<br />

rates and the yield curve. If their fair value is<br />

positive, financial derivates are shown within<br />

other current assets, if negative, within other<br />

current liabilities.<br />

For derivative financial instruments that<br />

bear a hedging relationship, the changes in<br />

fair value in the fiscal year are recognised in<br />

accordance with the underlying hedging<br />

relationship.<br />

Securing a firmly contracted underlying<br />

transaction, especially an uncompleted con-<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

in the past. They are reduced by the current<br />

market value of the cover of the existing<br />

plan assets for pension obligations. The<br />

portion of pension obligations carried as<br />

liabilities and not shown in the pension<br />

provisions is based on actuarial profit and<br />

loss. Insofar as actuarial losses exceed the<br />

corridor limit of 10% of the cash value of<br />

the obligations, they are taken into account<br />

as an additional expense for a maximum<br />

period of ten years.<br />

basis of the obligation to be performed,<br />

usually in the amount of the foreseeable<br />

product costs still to be incurred. Accruals<br />

for performance in kind are not discounted<br />

as these are measured on the basis of<br />

current prices.<br />

tract or a customer receivable through a<br />

forward exchange transaction, or securing<br />

fixed interest-bearing receivables for<br />

customer financing and leasing against<br />

the risks of changes in interest rates are<br />

fair value hedges. In the case of fair value<br />

hedges, any change in the fair value and in<br />

the underlying transaction are recognised<br />

in the income statement.<br />

Cash flow hedges basically include upstream<br />

exchange rate hedges for future sales<br />

revenue from trading activities and for highprobability<br />

customer projects. In this case<br />

any changes in the fair value have no effect<br />

on the income statement and are recognised<br />

in equity from unrealised profits/losses<br />

after deducting deferred taxes. Hedges are<br />

recognised as fair value hedges at the latest<br />

when customer liabilities are booked.<br />

Any financial derivatives where the requirements<br />

of IAS 39 for a hedging relationship<br />

are not met are considered instruments held<br />

for trading, and for these, any differences<br />

from fair value are immediately and fully<br />

recognised in the income statement.<br />

69


70<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

Estimates<br />

Changes to<br />

accounting and<br />

valuation<br />

principles and<br />

accounting<br />

requirements<br />

Disposals 2004,<br />

Call and put<br />

options<br />

The preparation of consolidated financial<br />

statements of the Group division requires<br />

assumptions or estimates for some items,<br />

namely for the assessment in the balance<br />

sheet, for the disclosure of contingent<br />

liabilities and for the presentation of income,<br />

gains, expenses and losses. This refers<br />

in particular to bad debt provision, the level<br />

of completion for customer-specific manu-<br />

In the fiscal year <strong>2005</strong>, the amended IAS 24<br />

(related party disclosures), IAS 32 (financial<br />

instruments: disclosure and presentation)<br />

and IAS 39 (financial instruments:<br />

recognition and measurement) were applied<br />

for the first time. IAS 24 and IAS 32 have<br />

taken effect in additional disclosures in the<br />

notes.<br />

On December 7, 2004, <strong>MAN</strong> <strong>Ferrostaal</strong> AG<br />

transferred most of the steel construction<br />

business pooled in its DSD Steel Group GmbH<br />

subsidiary to the Pirson Group of Belgium.<br />

The sales price for a 51% shareholding<br />

facturing contracts, the amount of pension<br />

obligations and other accruals, as well as the<br />

estimate for deferred tax assets on losses<br />

carried forward. The actual values may<br />

deviate from these estimates. If the original<br />

basis for an estimate changes, the effect of<br />

this change is recognised in the adjusted<br />

item in the income statement.<br />

IAS 39 has increased the requirements<br />

on the transfer of risks for factoring. This<br />

means that certain cases of factoring by<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Group to <strong>MAN</strong> Financial<br />

Services are derecognised. The previous<br />

year's figures have been presented in a way<br />

as to allow comparison.<br />

amounted to € 10.2 million. The remaining<br />

49% is subject to call and put options that<br />

may be exercised by Pirson from 2007 and by<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> from 2010 on the basis of a<br />

share valuation to be carried out at that time.


(1) Sales<br />

(2) Other<br />

operating income<br />

Notes to the<br />

income statement<br />

Sales by region<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

<strong>2005</strong> 2004<br />

Germany 436 490<br />

EU excluding Germany 249 324<br />

Rest of Europe 160 320<br />

North America 646 648<br />

Latin America 746 808<br />

Asia 378 322<br />

Africa 105 214<br />

Australia 69 59<br />

Sales by business segment<br />

2,789 3,185<br />

<strong>2005</strong> 2004<br />

Projects & Contracting 807 1,121<br />

Services & Logistics 1,982 2,064<br />

Millions €<br />

2,789 3,185<br />

<strong>2005</strong> 2004<br />

Reversal of impairment of financial investments 35 –<br />

Income from the release of accruals 18 10<br />

Gains from the release of bad debt reserve 15 –<br />

Gains from foreign exchange and financial instruments<br />

Gains from the disposal of tangible assets<br />

13 8<br />

and intangible assets 2 7<br />

Income from other trade business 1 1<br />

Miscellaneous 65 67<br />

149 93<br />

71


72<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

(3) Other<br />

operating<br />

expenses<br />

(4) Income from<br />

investments<br />

(5) Net<br />

interest<br />

result<br />

Millions €<br />

<strong>2005</strong> 2004<br />

Provisions for accruals 127 82<br />

Allowances for receivables 17 38<br />

Allowances for inventories 6 11<br />

Losses on foreign exchange and financial instruments 8 11<br />

Miscellaneous 42 55<br />

Miscellaneous includes, among other things,<br />

expenses for restructuring measures and<br />

losses from disposals of fixed assets.<br />

Millions €<br />

200 197<br />

<strong>2005</strong> 2004<br />

Income from investments in associated affiliates 46 –<br />

Income from profit & loss transfer agreements 1 –<br />

Income from other investments 3 2<br />

Impairments of investments – 1 – 12<br />

Result from the sale of investments 2 – 2<br />

The income from investments includes<br />

income amounting to € 1 million (previous<br />

year: € 2 million) from associated affiliates.<br />

Millions €<br />

51 – 12<br />

With regard to the results from affiliated<br />

companies refer to Note (9) Investments.<br />

<strong>2005</strong> 2004<br />

Other interest and similar income 23 19<br />

Interest and similar expenses – 26 – 16<br />

Interest portion of provision for pension accruals – 13 – 13<br />

Both interest income and interest expenses<br />

relate to the liquidity items included in cash<br />

and cash equivalents, short-term securities<br />

and financial liabilities. The interest income<br />

includes an amount of € 2 million (previous<br />

– 16 – 10<br />

year: € 6 million) received from associated<br />

affiliates while interest expenses include<br />

€ 3 million (previous year: € 2 million) from<br />

associated affiliates.


(6) Taxes<br />

The tax expenses break down<br />

as follows:<br />

Millions €<br />

Current taxes<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

<strong>2005</strong> 2004<br />

Germany 26 16<br />

Foreign 7 7<br />

Deferred taxes<br />

Germany – 9 – 15<br />

Foreign – 5 – 1<br />

For tax purposes <strong>MAN</strong> <strong>Ferrostaal</strong><br />

Aktiengesellschaft is considered as part of<br />

<strong>MAN</strong> Aktiengesellschaft and therefore does<br />

not incur any direct taxpayer liabilities.<br />

Reconciliation of calculated to actual income tax expense<br />

19 7<br />

Current taxes include an apportionment of<br />

<strong>MAN</strong> AG in respect of corporate income tax and<br />

trade tax on income in Germany in the amount<br />

of € 10 million (previous year: € 9 million).<br />

Millions € and % <strong>2005</strong> % 2004 %<br />

Earnings before taxes 74 100.0 62 100<br />

Calculated income tax (39.9%; previous year: 39.4%) 30 39.9 24 39.4<br />

Foreign tax-rate differential – 4 – 5.1 1 1.6<br />

Equity accounting for associated affiliates – 17 – 23.0 – –<br />

Non-deductible expenses – 1 – 1.3 1 1.6<br />

Tax-free income<br />

Utilisation of loss carryovers<br />

– 9 – 12.0 – 20 – 32.2<br />

not recognised in previous years<br />

Non-utilisation and write-off<br />

– 2 – 2.7 2 3.2<br />

of tax loss carryovers 18 23.9 – –<br />

Non-allowable local foreign taxes 2 2.7 – –<br />

Taxes for previous years 7 9.5 – –<br />

Other – 5 – 6.4 – 1 – 3.2<br />

Actual tax expense 19 25.5 7 10.4<br />

Income tax was calculated by applying<br />

the appropriate domestic tax rate of 39.9%<br />

(previous year: 39.4%) as at the closing date<br />

to EBT. The tax rate takes into account<br />

municipal trade income tax (18.4%),<br />

corporate income tax (25%) and solidarity<br />

surtax (5.5%), less 4.9 percentage points for<br />

deductibility of municipal trade income tax<br />

from the corporate income tax assessment.<br />

The difference between the expected tax rate<br />

and the actual tax load ratio is, in particular,<br />

a result of the trade tax on earnings for do-<br />

mestic companies, of effects of tax losses<br />

carried forward, of differences in relation to<br />

foreign tax rates and of tax-free income.<br />

Total tax losses carried forward for domestic<br />

companies for corporate income tax and<br />

municipal trade income tax existed at<br />

€ 60 million (previous year: € 67 million),<br />

for foreign companies for their local taxes<br />

at € 2 million (previous year: € 1 million).<br />

Tax losses carried forward of € 122 million<br />

(previous year: € 55 million), with foreign<br />

companies accounting for € 121 million<br />

73


74<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

(previous year: € 54 million), are not<br />

recognised due to the low probability of<br />

utilisation. Part of the losses carried forward<br />

is of fixed term and will expire by 2006.<br />

Deferred tax assets on the basis of tax<br />

losses carried forward were written off in<br />

the amount of € 9 million.<br />

Deferred taxes can be allocated to the<br />

following balance sheet items:<br />

Millions €<br />

Deferred tax assets<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Pension accruals 11 12<br />

Inventories and receivables – 12 – 13<br />

Other accruals 33 19<br />

Losses carried forward 62 68<br />

Other 1 5<br />

Deferred tax liabilities<br />

95 91<br />

Non-current assets 8 9<br />

Inventories and receivables 26 20<br />

Other accruals 6 28<br />

Other 11 3<br />

51 60


Other notes to the income statement<br />

The cost of sales includes the following costs<br />

of materials:<br />

Millions €<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

<strong>2005</strong> 2004<br />

Expenses of raw materials, supplies and merchandise 1,800 2,050<br />

Cost of services purchased 192 157<br />

The personnel expenses break down as<br />

follows:<br />

Millions €<br />

On average, the Group employed 4,833<br />

people during the year (previous year: 5,633<br />

people).<br />

Expenses for retirement pensions not<br />

including expenses for the statutory social<br />

Leasing payments<br />

Leasing payments under operating lease agreements<br />

amounted to € 1 million (previous year:<br />

€ 2 million.<br />

1,992 2,207<br />

<strong>2005</strong> 2004<br />

Wages and salaries 206 211<br />

Social security contributions and pension expenses 39 37<br />

Expenses for statutory social pension fund 10 12<br />

255 260<br />

pension fund amounted to €13 million<br />

(previous year: € 13 million) and are included<br />

in the respective function costs. Pension<br />

expenses do not include the interest portion<br />

contained in the period’s pension provision<br />

at € 13 million (previous year: € 13 million).<br />

75


76<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

(7) Intangible<br />

assets<br />

Notes to the balance sheet<br />

Intangible assets include concessions<br />

acquired by the Group, EDP software and<br />

similar rights and assets as well as R&D costs.<br />

Regular amortisation on licences, software,<br />

similar rights and assets and on development<br />

costs is included in the function costs.<br />

As at December 31, <strong>2005</strong> and December 31,<br />

2004, there was no goodwill arising from<br />

capital consolidation.<br />

Millions € Licences, software Development Intangible<br />

and similar rights costs<br />

capitalised<br />

assets<br />

Gross book value as at 1/1/2004 11 4 15<br />

Accumulated depreciation 8 2 10<br />

Balance at 1/1/2004<br />

Change in group of consolidated<br />

3 2 5<br />

Additions<br />

Transfers<br />

1 1<br />

Disposals – 1 – 1<br />

Depreciation<br />

Currency adjustments<br />

– 1 – 1 – 2<br />

Balance at 31/12/2004 2 1 3<br />

Gross book value as at 31/12/2004 10 4 14<br />

Accumulated depreciation 8 3 11<br />

Balance at 1/1/<strong>2005</strong><br />

Change in group of consolidated<br />

2 1 3<br />

Additions<br />

Transfers<br />

Disposals<br />

1 1<br />

Depreciation<br />

Currency adjustments<br />

– 1 – 1 – 2<br />

Balance at 31/12/<strong>2005</strong> 2 0 2<br />

Gross book value as at 31/12/<strong>2005</strong> 9 4 13<br />

Accumulated depreciation 7 4 11<br />

Impairment charges are included in the<br />

other operating expenses.


(8) Tangible<br />

assets<br />

The regular depreciation on tangible assets<br />

is included in the function costs, especially<br />

the costs of sales. Impairment charges are<br />

included in the other operating expenses,<br />

and amounted to € 2 million (previous year:<br />

€ 5 million).<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

Millions € Land and Plant and Other Prepay- Tangible<br />

buildings machinery factory ments and assets<br />

and office construction<br />

equipment in progress<br />

Gross book value as at 1/1/2004 186 89 103 1 379<br />

Accumulated depreciation 99 66 81 246<br />

Balance at 1/1/2004 87 23 22 1 133<br />

Change in group of consolidated companies – 1 – 3 – 1 – 1 – 6<br />

Additions 1 4 7 2 14<br />

Transfers 1 – 1 0<br />

Disposals – 4 – 1 – 1 – 6<br />

Depreciation – 6 – 6 – 8 – 20<br />

Currency adjustments/inventory additions 1 1<br />

Balance at 31/12/2004 78 17 20 1 116<br />

Gross book value as at 31/12/2004 174 80 99 1 354<br />

Accumulated depreciation 96 63 79 238<br />

Balance at 1/1/<strong>2005</strong> 78 17 20 1 116<br />

Change in group of consolidated companies 21 0 1 22<br />

Additions 2 22 6 30<br />

Transfers 1 0 – 1 0<br />

Disposals – 1 – 1 – 2 – 4<br />

Depreciation – 7 – 4 – 7 – 18<br />

Currency adjustments 1 1 1 3<br />

Balance at 31/12/<strong>2005</strong> 95 35 19 0 149<br />

Gross book value as at 31/12/<strong>2005</strong> 205 100 91 396<br />

Accumulated depreciation 110 65 72 247<br />

Plots of land provide collateral for liabilities<br />

in the amount of € 12 million (previous year:<br />

none).<br />

77


78<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

(9) Investments<br />

(10) Inventories<br />

Millions €<br />

As at January 1, <strong>2005</strong>, CEL Consolidated<br />

Energy Ltd., Port of Spain, Trinidad and<br />

Tobago, is carried at equity as an affiliated<br />

company. Upon completion of the participation<br />

quota rearrangements in several<br />

companies in charge of methanol and<br />

ammonia plant operations, <strong>MAN</strong> <strong>Ferrostaal</strong><br />

with a capital share of 44.67% exercises a<br />

significant influence over CEL. For its part,<br />

CEL holds stakes in methanol and ammonia<br />

companies in Trinidad.<br />

Taking into account all direct and indirect<br />

investments the share of <strong>MAN</strong> <strong>Ferrostaal</strong> in<br />

MHTL is calculated at 19.4%.<br />

Millions €<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Raw materials and supplies 8 6<br />

Work in process and finished products 446 444<br />

Merchandise 140 164<br />

Prepayments made 160 76<br />

The book value of the assessed fair value inventories<br />

amounts to € 103 million (previous<br />

year: € 82 million). The expense measured<br />

as impairment in the fiscal year amounts to<br />

€ 6 million (previous year: € 11 million).<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Investments in associated affiliates 146 –<br />

Other investments 28 39<br />

174 39<br />

CEL shows assets of € 429 million, liabilities<br />

of € 46 million and EBT of € 85 million.<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> has pledged securities in the<br />

amount of €86 million for CEL’s liabilities.<br />

In addition to CEL, two other companies with<br />

insignificant business volume were carried at<br />

equity in the fiscal year <strong>2005</strong>.<br />

Impairment was taken on other investments<br />

in the amount of € 1 million (previous year:<br />

€ 12 million).<br />

754 690


(11)Trade<br />

receivables<br />

Millions €<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Future receivables under customer-specific manufacturing contracts 36 51<br />

Receivables from customers 431 449<br />

Receivables due from associated affiliates 7 10<br />

Receivables due from investments 3 8<br />

In the case of trade receivables, the specific<br />

allowance for bad debt amounts to € 91<br />

million (previous year: € 89 million), while<br />

the flat allowance for doubtful accounts<br />

amounts to € 12 million (previous year:<br />

€ 41 million).<br />

To control the risk of non-collection of<br />

receivables from customers, we use credit<br />

insurance, in particular Hermes cover in the<br />

Millions €<br />

Production costs including estimated results of<br />

477 518<br />

31/12/<strong>2005</strong> 31/12/2004<br />

customer-specific manufacturing and construction contracts 649 963<br />

Less milestones capitalised as WIP<br />

Future receivables due from customer-specific manufacturing<br />

– 24 – 9<br />

and construction contracts before prepayments received 625 954<br />

Less prepayments received thereon – 589 – 903<br />

36 51<br />

Further prepayments received in the amount<br />

of € 130 million (previous year: € 44 million)<br />

for which no manufacturing costs have yet<br />

been incurred, are shown under liabilities.<br />

case of exports. Moreover, financial institutions<br />

provide us with non-recourse<br />

factoring for a large portion of the secured<br />

and unsecured receivables.<br />

The future receivables under customerspecific<br />

manufacturing contracts in<br />

accordance with the “percentage of completion<br />

method” are calculated as shown<br />

below:<br />

Sales of customer-specific manufacturing<br />

contracts amounted to € 411 million (previous<br />

year: € 656 million). Orders and parts thereof<br />

already billed to the customer are shown as<br />

other receivables due from customers.<br />

79


80<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

(12) Other<br />

assets<br />

(13) Short-term<br />

securities,<br />

cash and<br />

cash<br />

equivalents<br />

Millions €<br />

The other assets are disclosed in the following<br />

balance sheet items:<br />

Millions €<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Other non-current assets 43 81<br />

Other current assets 137 149<br />

Millions €<br />

180 230<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Short-term securities 172 157<br />

Due under intragroup financing from associated affiliates 230 321<br />

Cash on hand and in bank 143 141<br />

Included in the receivables due from financial<br />

transactions with associated affiliates are<br />

also claims and liabilities from profit and<br />

loss transfer agreements, dividends and tax<br />

contributions.<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Loans and other receivables due from third parties 46 38<br />

Non-income tax assets 7 6<br />

Due from investees from intragroup finance 5 7<br />

Derivative financial instruments 3 35<br />

Sundry other assets 119 144<br />

Sundry other assets mainly comprise shares<br />

in project and operator companies as well as<br />

Pursuant to IAS 39, derivative financial<br />

instruments are market-valued. Since they<br />

serve hedging purposes, their positive fair<br />

180 230<br />

other domestic and foreign financial investments.<br />

market values contrast with decreased values<br />

in the balance sheet items of the underlying<br />

transactions.<br />

545 619<br />

Included in the receivables due from financial<br />

transactions with associated companies are<br />

receivables due from <strong>MAN</strong> AG in the amount<br />

of € 205 million (previous year: € 267 million).<br />

Short-term securities are held as liquidity<br />

investments, recognised at market value.


(14) Equity The capital stock of <strong>MAN</strong> <strong>Ferrostaal</strong> AG<br />

amounts to € 70,000,000. It is divided into<br />

70,000,000 shares that are indirectly and<br />

directly held at 100% by <strong>MAN</strong> Aktiengesellschaft,<br />

Munich.<br />

Over and above the retained earnings of<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> AG, the reserves retained<br />

from earnings include the differential<br />

amounts booked on initial consolidation, the<br />

Group's share of earnings accrued by subsidiary<br />

companies after the date on which<br />

they were first consolidated, as well as the<br />

equity share of other consolidation transactions.<br />

The “other changes” contain essentially<br />

– over and above the other changes<br />

due to equity consolidation that have no<br />

effects on results – currency adjustments<br />

and changes in holdings.<br />

The “minority interests” relate to <strong>MAN</strong><br />

TAKRAF Fördertechnik, Leipzig and <strong>MAN</strong><br />

<strong>Ferrostaal</strong> Inc., Houston. The shares of these<br />

companies are held, respectively, by <strong>MAN</strong> AG,<br />

Munich, and <strong>MAN</strong> Capital Corp., New York.<br />

As these companies are managed de facto<br />

by <strong>MAN</strong> <strong>Ferrostaal</strong> AG, these are included in<br />

the Group division’s consolidated financial<br />

statement.<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

<strong>MAN</strong> TURBO AG, Oberhausen, holds 25% of<br />

the shares in <strong>MAN</strong> Limited, London.<br />

Of the shares in Intermesa Trading Ltda., Rio<br />

de Janeiro, 48.5% are held by Intermarketing<br />

Ltda. and 3% by Jocal Ltda., both of which are<br />

domiciled in Rio de Janeiro.<br />

In accordance with the control and profit<br />

transfer agreement concluded with <strong>MAN</strong><br />

Aktiengesellschaft, <strong>MAN</strong> <strong>Ferrostaal</strong> AG transferred<br />

€ 50 million of its net income during<br />

the fiscal year to <strong>MAN</strong> Aktiengesellschaft.<br />

Equity from unrealised profits/losses<br />

The equity from unrealised profits/losses<br />

covers the gains and losses in currency<br />

translation of foreign subsidiary equity and<br />

gains and loses from the measurement at fair<br />

market value of securities and currency and<br />

interest safeguarding transactions forming<br />

part of a cash flow hedge.<br />

Development of the market value measurement of financial instruments recognised in equity<br />

Millions € Securities Hedges Deferred<br />

taxes<br />

Total<br />

Balance as at December 31, 2004<br />

Adjustment in income through sale or<br />

17 – 1 – 6 10<br />

reclassification – 1 – 1<br />

Adjustment through market measurement 1 – – 1 0<br />

Other adjustment – 1 – – – 1<br />

Balance as at December 31, 2004 17 0 – 7 10<br />

81


82<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

(15) Financial<br />

liabilities<br />

(16) Pensions<br />

Pension<br />

plans and<br />

capital cover<br />

Millions €<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Due to banks 34 23<br />

Liabilities from financial transactions – 102<br />

Financial liabilities are shown in the following balance sheet items:<br />

Millions €<br />

34 125<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Non-current financial liabilities maturing after one year 13 2<br />

Current financial liabilities maturing within one year 21 123<br />

Pension provisions break down as follows:<br />

Millions €<br />

34 125<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Pensions in Germany 29 231<br />

Pensions abroad 1 1<br />

The Group’s pension scheme for employees<br />

of the German Group companies is based on<br />

contribution-based benefit commitments.<br />

The focus of the pension plans is to build up<br />

a capital that will be paid out as a lump-sum<br />

benefit upon retirement; in certain cases the<br />

money may be paid as a pension instead. The<br />

amount of retirement benefit is calculated<br />

from the sum of the annual pension allocations<br />

that the employee receives corresponding<br />

to his/her pension-related emoluments<br />

and his age.<br />

These pension plans have applied so far to<br />

employees who joined the company after<br />

July 1, 1999. In the fiscal year <strong>2005</strong> the pension<br />

entitlements of employees who joined the<br />

company before this cut-off date have been<br />

transferred to this pension system, with the<br />

exception of executive management.<br />

30 232<br />

During fiscal year <strong>2005</strong>, <strong>MAN</strong> Aktiengesellschaft<br />

and its German subsidiaries started<br />

to make provision for capital cover for the<br />

German pension obligations. The Group<br />

companies involved have set up the <strong>MAN</strong><br />

Pension Trust e.V. under a contractual trust<br />

agreement (CTA), which will manage the<br />

trust’s assets. <strong>MAN</strong> <strong>Ferrostaal</strong> AG and two<br />

further companies in the <strong>MAN</strong> <strong>Ferrostaal</strong><br />

Group have paid a total amount of € 205<br />

million into the trust fund.<br />

Access to the trust’s assets is irrevocably<br />

denied to the Group companies and the<br />

assets may only be used to provide ongoing<br />

pension payments or to satisfy employee<br />

claims in the event of insolvency. Due and<br />

proper management and use of the trust<br />

assets is supervised by a trustee independent<br />

of the company.


Financing<br />

status<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

Pension provisions included in the balance sheet are derived as follows from the value of<br />

obligations:<br />

Millions €<br />

Current value of pension entitlements<br />

31/12/<strong>2005</strong> 31/12/2004<br />

(under defined benefit obligations) 299 271<br />

Fund assets at market value – 218 – 11<br />

Net obligations 81 260<br />

Adjustment amount due to actuarial gains (+) and losses (-) – 51 – 28<br />

Balance sheet value as at December 31 30 232<br />

The following assumptions are applied<br />

when determining the cash value of pension<br />

obligations for German companies:<br />

Millions €<br />

Millions €<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Discount rate 4.25 % 5.0 %<br />

Rate of pension progression 1.5 % 1.5 %<br />

Rate of compensation increase 2.5 % 2.5 %<br />

Anticipated income from trust assets 4.25 % –<br />

The biometric actuarial calculation as at<br />

December 31, <strong>2005</strong> is based on the <strong>2005</strong>G<br />

mortality tables of Prof. Klaus Heubeck. The<br />

previous year, this was based on the 1998<br />

mortality tables.<br />

The pension obligations have developed as<br />

following:<br />

For non-German companies the assumptions<br />

are adjusted according to local circumstances.<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Balance as at January 1 232 235<br />

Expenses for benefit obligations added in the fiscal year 4 4<br />

Interest expenses for existing claims 13 13<br />

Pension payments – 14 – 15<br />

Payment to the trust assets<br />

Effects from changes of Group of consolidated companies,<br />

– 205 –<br />

currency and others – – 5<br />

Balance as at December 31 30 232<br />

83


84<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

Expenses from<br />

pension<br />

obligations<br />

(17) Other<br />

accruals<br />

The CTA trust fund assets is invested in<br />

various funds in the capital market by several<br />

asset managers following pre-defined invest-<br />

Bonds and debentures 75% - 80%<br />

Shares 20% - 25%<br />

Outside Germany the trust’s assets are invested mainly in shares.<br />

Expenses from pension obligations comprise the following:<br />

Millions €<br />

Millions € Balance at Change to Utilisation Provision Release Balance at<br />

31/12/2004 group of<br />

consolidated<br />

companies,<br />

currency<br />

31/12/<strong>2005</strong><br />

Business obligations 124 – – 12 133 – 11 234<br />

Structural measures 19 – – 9 6 – 2 14<br />

Obligations to personnel 6 – – 2 3 – 7<br />

Other accruals 72 3 – 14 30 – 9 82<br />

221 3 – 37 172 – 22 337<br />

Disclosure in the balance sheet<br />

Millions €<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Non-current accruals 10 9<br />

Current accruals 327 212<br />

The accruals in respect of business obligations<br />

comprise mainly products or services<br />

yet to be provided under contracts already<br />

invoiced and impending losses from pending<br />

transactions. Accruals in respect of structural<br />

measures comprise indemnification<br />

payments to employees, as well as expenses<br />

in connection with capacity adjustments and<br />

reorganisation of value creation structures.<br />

ment guidelines. The investment portfolio<br />

for the funds is structured as follows:<br />

<strong>2005</strong> 2004<br />

Service costs 4 4<br />

Interest costs 13 13<br />

17 17<br />

337 221<br />

The obligations to personnel consist of<br />

future payments for anniversaries, early<br />

retirement and pre-retirement part-time<br />

working.<br />

The other accruals cover a range of identifiable<br />

special risks.


(18) Other<br />

liabilities<br />

Millions €<br />

Contingencies Millions €<br />

Other financial<br />

obligations<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Liabilities to personnel 33 35<br />

Currency and interest hedges 21 14<br />

Liabilities for other taxes 11 9<br />

Due to investees from intragroup finance 9 13<br />

Remaining sundry liabilities 42 37<br />

The remaining sundry liabilities are shown in the following balance sheet items:<br />

Millions €<br />

Other information<br />

116 108<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Guarantees for third-party liabilities 54 85<br />

Guarantees and suretyship 341 329<br />

Liabilities on bills – 2<br />

The guarantees for third-party liabilities in<br />

the amount of € 44 million (previous year:<br />

€ 53 million) are secured by the pledging of<br />

short-term securities.<br />

The contingent liabilities from guarantees<br />

and suretyships refer almost exclusively to<br />

Other financial obligations exist under<br />

rental and leasing agreements and under<br />

manufacturer leasing agreements. Future<br />

Millions €<br />

bank guarantees for trade obligations of current<br />

and former investees and other entities.<br />

Moreover, a debt owed by a consortium<br />

member has been guaranteed, with pledged<br />

securities providing additional collateral.<br />

payments to be made during the minimum<br />

period these agreements remain in force will<br />

fall due as follows:<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Within one year 14 14<br />

After more than one but within five years 40 38<br />

After more than five years 16 37<br />

Financial obligations towards third parties<br />

from investment projects commenced were<br />

within the scope of ordinary day-to-day<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Non-current liabilities 1 –<br />

Current liabilities 115 108<br />

116 108<br />

70 89<br />

business. Leasing agreements exist primarily<br />

for the leasing of land, buildings and vehicles.<br />

85


86<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

(19) Financial<br />

derivatives<br />

and hedging<br />

strategies<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Group is exposed to currency<br />

risks for which a Group-wide risk management<br />

system has been implemented to identify,<br />

quantify and limit such risks.<br />

Risk management<br />

The companies of the <strong>MAN</strong> <strong>Ferrostaal</strong> Group<br />

always secure their currency risks at fair<br />

market conditions via the central Group<br />

division treasury of <strong>MAN</strong> <strong>Ferrostaal</strong> AG.<br />

Original (primary) and derivative financial<br />

instruments are used.<br />

Currency risk<br />

Any future cash flows not transacted in the<br />

reporting (functional) currency of a Group<br />

company are exposed to currency risks.<br />

Within the <strong>MAN</strong> <strong>Ferrostaal</strong> Group essentially all<br />

firm customer contracts and all the Group’s own<br />

purchase orders in foreign currency are hedged.<br />

Currencies presenting merely a minor exchange<br />

rate risk due to their close proximity to the euro<br />

Millions €<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Nominal volume up to 1 year over 1 Jahr Total Total<br />

currencies bought 161 12 173 249<br />

currencies sold 353 98 451 438<br />

Marktwert positive negative Total Total<br />

currencies bought 3 – 1 2 – 14<br />

currencies sold – – 19 – 19 35<br />

As at December 31, <strong>2005</strong>, external interest rate swaps existed in euros.<br />

Millions €<br />

Group Treasury’s risk positions are hedged<br />

externally with banks within predetermined<br />

risk limits. Hedges are contracted according<br />

to Group-wide uniform directives. Moreover,<br />

such contracting is subject to stringent<br />

monitoring, which is ensured in particular<br />

by the strict segregation of trading, settling<br />

and controlling duties.<br />

The Group’s currency risk position is regularly<br />

reported to the executive and supervisory<br />

boards. Compliance with guidelines and<br />

directives is checked by Internal Auditing.<br />

rate are hedged in isolated cases only. Equity interests<br />

or equity-type loans in foreign currency<br />

are not subject to any hedging obligation.<br />

External exchange rate hedges are contracted in<br />

the form of currency forwards or swaps. Of the<br />

total hedging volume as at December 31, <strong>2005</strong>,<br />

the US dollar accounted for 92%, the Japanese<br />

yen for 5%, the Swiss franc for 2% and the<br />

pound sterling for 1%.<br />

31/12/<strong>2005</strong> 31/12/2004<br />

Nominal volume up to 1 year over 1 Jahr Total Total<br />

interest rate receiver swaps – 12 12 –<br />

Marktwert positive negative Total Total<br />

interest rate receiver swaps – – 1 – 1 –


Default risk<br />

The maximum loss risk from financial<br />

derivatives corresponds to the aggregate<br />

of their positive market value and thus to<br />

potential losses of assets that may be incurred<br />

if and when contractual obligations are not<br />

honoured by specific trading partners.<br />

Cash flow statement<br />

The cash flow statement has been prepared<br />

in accordance with IAS 7 and breaks down<br />

cash flows into those from operating,<br />

investing and financing activities. The effect<br />

of changes in the group of consolidated<br />

companies has been eliminated from the<br />

respective items. The net parity change in<br />

cash and cash equivalents is shown in a<br />

separate item. The indirect method is used<br />

to determine the cash flow from operating<br />

activities.<br />

In the cash flow from operating activities<br />

the operating expenses and income without<br />

cashflow effect, as well as losses or gains due<br />

to disposals of fixed assets, are eliminated.<br />

"Cash earnings" are shown separately. They<br />

reveal the change in cash resulting from the<br />

results for the year.<br />

The cash flow from investing activities<br />

reflects the cash outflow for tangible and<br />

intangible assets, and for investments<br />

including those newly consolidated in the<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

With a view to reducing this risk, financial<br />

derivatives are only contracted with creditworthy<br />

banks within specified counterparty<br />

limits.<br />

period. Income from the sale of fixed assets<br />

and investments is set off. Cash and cash<br />

equivalents taken over in the acquisition of<br />

consolidated subsidiaries are deducted from<br />

the acquisition expenditure.<br />

The cash flow from financing activities comprises<br />

dividend payments, cash inflow from<br />

and outflow for securities held as liquidity<br />

reserve, financial liabilities redeemed or<br />

newly raised as well as the special allocation<br />

to the pension trust. Cash and cash equivalents<br />

comprise cash on hand and in bank,<br />

cheques, as well as intracompany receivables<br />

from intracompany financial transactions.<br />

The flow of funds into operating activities<br />

is strongly affected by the net amount of<br />

funds tied up in inventories, the prepayments<br />

received from customers and the<br />

trade receivables. During the fiscal year<br />

under review these developed as follows:<br />

Millions € 31/12/<strong>2005</strong> 31/12/2004 First/decon- Liquidity<br />

solidation/ effect<br />

translation<br />

differences/<br />

neutral cash<br />

measurement<br />

Inventories 754 690 26 – 38<br />

Trade receivables 477 518 68 109<br />

Pre-payments received from customers – 892 – 675 – 12 205<br />

339 533 82 276<br />

87


88<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

Related<br />

parties<br />

Total<br />

remuneration<br />

of the Supervisory<br />

Board<br />

and the Executive<br />

Board<br />

<strong>MAN</strong> Aktiengesellschaft holds all the shares<br />

in <strong>MAN</strong> <strong>Ferrostaal</strong> AG both directly and<br />

indirectly. Thus <strong>MAN</strong> Aktiengesellschaft<br />

as well as its subsidiary companies are considered<br />

related parties pursuant to IAS 24.<br />

Trade receivables in a total amount of<br />

€ 73 million (previous year: € 146 million)<br />

are due to <strong>MAN</strong> AG and its subsidiaries by<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> AG. <strong>MAN</strong> <strong>Ferrostaal</strong> AG has<br />

charged <strong>MAN</strong> AG and its subsidiaries a total<br />

of € 14 million (previous year: € 73 million)<br />

for services.<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> AG is part of the cash pooling<br />

with <strong>MAN</strong> AG. Depending on currency, this<br />

account receives interest of between 2% and<br />

4.5% and is valued as at December 31, <strong>2005</strong><br />

at € 230 million (previous year: € 321 million).<br />

Interest income in the fiscal year was € 6<br />

million (previous year: € 6 million).<br />

Due to the controlling and profit & loss<br />

transfer agreement with <strong>MAN</strong> AG, in fiscal<br />

year <strong>2005</strong> profits in the amount of € 50<br />

million (previous year: € 91 million) were<br />

transferred.<br />

Furthermore, receivables for related parties<br />

exist in the amount of € 7 million (previous<br />

year: € 10 million). Related party liabilities of<br />

€ 12 million (previous year: € 13 million) are<br />

included in the Group division’s consolidated<br />

financial statement.<br />

Share-based payments<br />

Executive directors and managers of <strong>MAN</strong><br />

companies receive a share-based payment.<br />

Until fiscal year 2004 this was a plan based<br />

on the <strong>MAN</strong> company stock appreciation<br />

rights (MUS), which were exercisable and<br />

convertible into taxable income dependent<br />

upon the share performance (“phantom<br />

stock options”). In the fiscal year <strong>2005</strong>, the<br />

MUS was replaced by the <strong>MAN</strong> share programme,<br />

by which the beneficiary receives a<br />

cash allowance for the purpose of acquiring<br />

ordinary shares of <strong>MAN</strong> AG.<br />

The company uses the following <strong>MAN</strong> AG<br />

central services:<br />

Taxes<br />

Legal<br />

Financing/Cash management<br />

M&A<br />

Personnel<br />

Reference is made to Note (16) with regard to<br />

the transfer of pension obligations to <strong>MAN</strong><br />

Pension Trust e.V.<br />

As mentioned in Note (9), <strong>MAN</strong> <strong>Ferrostaal</strong> AG<br />

has a stake in CEL and its subsidiaries. These<br />

are considered to be related parties pursuant<br />

to IAS 24.<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> AG sold plants and services<br />

to CEL and its investees in the amount of<br />

€ 197 million (previous year € 433 million).<br />

As at December 31, <strong>2005</strong> receivables in the<br />

amount of € 16 million (previous year: € 10<br />

million) exist against CEL and its investees.<br />

Accounts due to CEL and its subsidiaries are<br />

included in the Group division’s consolidated<br />

financial statement in the amount of € 9<br />

million (previous year: € 3 million).<br />

All of these transactions were conducted as<br />

arm’s length transactions.<br />

<strong>MAN</strong> share programme (MAP)<br />

The <strong>MAN</strong> share programme (MAP) was implemented<br />

on July 1, <strong>2005</strong>. Within the scope<br />

of the MAP, selected members of the <strong>MAN</strong><br />

companies’ executive and management<br />

boards receive cash allowances as taxable<br />

income with the requirement that 50% of<br />

the total aggregate allowance be used to<br />

acquire <strong>MAN</strong> AG ordinary shares. <strong>MAN</strong> AG<br />

acquires and safeguards the shares centrally<br />

in the name of and for the account of the<br />

beneficiary. MAP participants have free<br />

access to and right of disposal of the shares


acquired after the expiration of a three-year<br />

retention period. During the retention<br />

period the shares may not be sold, nor used<br />

as collateral nor hedged. Upon retirement or<br />

through departing the <strong>MAN</strong> Group for other<br />

reasons, the retention period is reduced to<br />

one year from the date of departure.<br />

Total remuneration<br />

The total remuneration of the members of<br />

the supervisory board amounted to € 137,000<br />

(previous year: € 182,000) and those for the<br />

members of the executive board to € 3.700<br />

million (previous year: € 2.122 million),<br />

including € 1.445 million (previous year:<br />

€ 816,000) as fixed emoluments and € 1.660<br />

million (previous year: € 1.306 million) as<br />

emoluments depending on performance.<br />

In the variable, corporate performancerelated<br />

emoluments, payments under the<br />

MAP in the amount of € 595,000 (previous<br />

year: none) are not included.<br />

With effect as of July 1 of each of the years<br />

2000, 2001, 2003 and 2004, the <strong>MAN</strong> Group<br />

implemented stock appreciation rights plans.<br />

Essen, February 22, 2006<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Aktiengesellschaft<br />

The Executive Board<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

NOTES<br />

Members of the <strong>MAN</strong> companies’ executive<br />

and management boards were granted stock<br />

appreciation rights (SARs), which after a twoyear<br />

qualifying period within the succeeding<br />

five years can or could be exercisable and<br />

convertible into taxable income (phantom<br />

stock options), subject to the <strong>MAN</strong> ordinary<br />

share price trend in absolute and relative<br />

terms. In fiscal the year <strong>2005</strong> expenses<br />

for payments in the amount of € 854,000<br />

(previous year: € 597,000) were incurred in<br />

this connection.<br />

The emoluments of former executive board<br />

members and their surviving dependants<br />

amounted to € 670,000 (previous year:<br />

€ 1.056 million). Pension obligations due<br />

to former executive board members and<br />

their dependants exist in a total amount of<br />

€ 7.65 million (previous year: € 8.015 million).<br />

The members of the supervisory board and<br />

the executive board are listed on pages 4<br />

and 5 of the <strong>Annual</strong> <strong>Report</strong>.<br />

89


90<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

AUDIT CERTIFICATE<br />

Auditor report<br />

To <strong>MAN</strong> <strong>Ferrostaal</strong> Aktiengesellschaft<br />

We have audited the consolidated financial<br />

statements prepared by <strong>MAN</strong> <strong>Ferrostaal</strong><br />

Aktiengesellschaft, Essen, comprising<br />

the balance sheet, the income statement,<br />

statement of changes in equity, cash flow<br />

statement and the notes to the consolidated<br />

financial statements, together with the<br />

group management report for the business<br />

year from January 1, to December 31, <strong>2005</strong>.<br />

The preparation of the consolidated financial<br />

statements and the group management<br />

report in accordance with IFRSs, as adopted<br />

by the EU, are the responsibility of the<br />

parent company’s management. Our<br />

responsibility is to express an opinion<br />

on the consolidated financial statements<br />

and on the group management report<br />

based on our audit.<br />

We conducted our audit of the consolidated<br />

financial statements in accordance with § 317<br />

HGB [Handelsgesetzbuch „German Commercial<br />

Code“] and German generally accepted<br />

standards for the audit of financial statements<br />

promulgated by the Institut der<br />

Wirtschaftsprüfer (IDW). Those standards<br />

require that we plan and perform the audit<br />

such that misstatements materially affecting<br />

the presentation of the net assets, financial<br />

position and results of operations in the<br />

consolidated financial statements in accordance<br />

with the applicable financial reporting<br />

framework and in the group management<br />

report are detected with reasonable assurance.<br />

Knowledge of the business activities and<br />

the economic and legal environment of<br />

the Group and expectations as to possible<br />

misstatements are taken into account in<br />

the determination of audit procedures.<br />

The effectiveness of the accounting-related<br />

internal control system and the evidence<br />

supporting the disclosures in the consolidated<br />

financial statements and the group<br />

management report are examined primarily<br />

on a test basis within the framework of<br />

the audit. The audit includes assessing the<br />

annual financial statements of those entities<br />

included in consolidation, the determination<br />

of entities to be included in consolidation,<br />

the accounting and consolidation principles<br />

used and significant estimates made by<br />

management, as well as evaluating the overall<br />

presentation of the consolidated financial<br />

statements and group management report.<br />

We believe that our audit provides a reasonable<br />

basis for our opinion.<br />

Our audit has not led to any reservations.<br />

In our opinion, based on the findings of our<br />

audit, the consolidated financial statements<br />

comply with IFRSs, as adopted by the EU,<br />

and give a true and fair view of the net<br />

assets, financial position and results of<br />

operations of the Group in accordance with<br />

these requirements. The group management<br />

report is consistent with the consolidated<br />

financial statements and as a whole provides<br />

a suitable view of the Group’s position and<br />

suitably presents the opportunities and<br />

risks of future development.<br />

Düsseldorf, March 1, 2006<br />

KPMG Deutsche Treuhand-Gesellschaft<br />

Aktiengesellschaft<br />

Wirtschaftsprüfungsgesellschaft<br />

Wagenseil Moesta<br />

Auditor Auditor


<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

91


92<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

Glossary<br />

DRSC<br />

The Deutsche Rechnungslegungs Standards<br />

Committee (German Accounting Standards<br />

Committee) was set up in 1998 as an<br />

independent accounting body composed<br />

of recognised experts.<br />

Equity from unrealised profits/losses<br />

Equity from unrealised profits/losses is a<br />

special item within equity. It includes profits/<br />

losses, in particular from the valuation of<br />

short-term securities and hedging activities at<br />

market value, that are recorded in the balance<br />

sheet, but not yet recognised in the results.<br />

Capital employed (CE)<br />

Capital employed covers all business property,<br />

plant and equipment including all balance<br />

sheet assets with the exception of financial<br />

funds and tax claims. It is reduced by deductible<br />

working capital, that is, all accruals<br />

and liabilities with the exception of financial<br />

liabilities, pension accruals and taxes.<br />

Fictitious liquid assets in the amount of<br />

€ 250 million have been added on.<br />

International Financial <strong>Report</strong>ing Standards<br />

(IFRS)<br />

Internationally harmonised and implemented<br />

accounting valuations and principles<br />

of the International Accounting Standards<br />

Board (IASB). The IASB is an independent,<br />

economic organisation of auditors and other<br />

recognised accounting experts from more<br />

than 100 countries.<br />

Market value<br />

This reflects the current fair value, that<br />

is, the amount at which an asset could be<br />

exchanged or a debt honoured between<br />

interested, competent and independent<br />

business partners who are willing to enter<br />

into an agreement.<br />

Operating result<br />

Key figures for the measurement and control<br />

of the Group division income within the<br />

<strong>MAN</strong> Group. <strong>MAN</strong> <strong>Ferrostaal</strong>’s operating<br />

results reflect earnings before interest and<br />

taxes.<br />

Percentage of Completion Method (PoC)<br />

An accounting method for construction<br />

profit and costs based on the stage of<br />

completion pursuant to IAS 11. It is to be<br />

applied to customer-specific manufacturing<br />

contracts for which a reliable estimate of<br />

total contractual revenue, the stage of completion<br />

and the total cost to complete the<br />

order can be made. A profit contribution is<br />

due in proportion to the stage of completion,<br />

even if the contract has not been fully completed<br />

and the customer not yet invoiced.<br />

Projected Unit Credit Method<br />

Method for the measurement of pension<br />

obligations pursuant to IAS 19, which, in<br />

addition to the legally accrued pension benefits<br />

and entitlements as of the closing date,<br />

also takes into account future anticipated<br />

increases in salaries and pensions.<br />

ROCE<br />

Return on capital employed, which shows the<br />

operating result in relation to the weighted<br />

average capital investment over the quarters.<br />

ROCE = operating result/CE


ROS<br />

Return on sales, which shows the operating<br />

result in relation to sales. ROS = operating<br />

result/net sales.<br />

WACC<br />

Weighted average cost of capital. For<br />

<strong>MAN</strong> <strong>Ferrostaal</strong>, this is fixed long-term and<br />

amounts to 11% before tax. The equity share<br />

is measured at market value. The total<br />

liabilities’ share includes pension accruals<br />

and financial debts.<br />

Value added<br />

Value added is the difference between capital<br />

returns (ROCE) and capital costs (WACC),<br />

multiplied by the amount of capital employed<br />

(CE).<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

CONSOLIDATED FINANCIAL STATEMENTS<br />

93


94<br />

<strong>MAN</strong> FERROSTAAL AG ANNUAL REPORT <strong>2005</strong><br />

Our main domestic subsidiaries<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Power Industry GmbH<br />

Hohenzollernstrasse 24<br />

45128 Essen/Germany<br />

Phone: +49. 201. 818-50<br />

Fax: +49. 201. 818-52 09<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Industieanlagen GmbH<br />

Industriestrasse 13<br />

65366 Geisenheim/Germany<br />

Phone: +49.6722. 501-1<br />

Fax: +49.6722. 501-221<br />

Intergrafica Print & Pack GmbH<br />

Druckmaschinenvertrieb<br />

Hohenzollernstrasse 24<br />

45128 Essen/Germany<br />

Phone: +49. 201. 818-08<br />

Fax: +49. 201. 818-39 70<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Industrie-<br />

und System-Logistik GmbH<br />

Hohenzollernstrasse 24<br />

45128 Essen/Germany<br />

Phone: +49. 201. 818-25 00<br />

Fax: +49. 201. 818-35 00<br />

<strong>MAN</strong> <strong>Ferrostaal</strong> Piping Supply GmbH<br />

Hohenzollernstrasse 24<br />

45128 Essen/Germany<br />

Phone: +49. 201. 818-25 35<br />

Fax: +49.201.818-3930


<strong>MAN</strong> <strong>Ferrostaal</strong> Group division: Seven-year financial summary<br />

Millions € <strong>2005</strong> 2004 2003 2002 2001 SFY2000 1) 99/00<br />

Orders in millions €<br />

Order intake 3,077 3,508 2,738 3,178 2,737 1,359 2,927<br />

Germany 502 524 460 441 546 280 604<br />

Abroad 2,575 2,984 2,278 2,737 2,191 1,079 2,323<br />

Sales 2,789 3,185 2,880 2,916 2,855 1,410 2,541<br />

Germany 436 490 502 573 636 365 598<br />

Abroad 2,353 2,695 2,378 2,343 2,219 1,045 1,943<br />

Orders on hand as at June 30/Dec. 31 2,358 2,259 2,186 2,459 2 263 2,414 2,458<br />

Germany 232 207 230 302 457 571 599<br />

Abroad 2,126 2,052 1,956 2,157 1,806 1,843 1,859<br />

Employees in Germany and aborad<br />

As at June 30/Dec. 21 – number 4,773 4,679 6,689 6,598 7,230 7,545 7,145<br />

Yearly average – number 4,833 5,633 7,009 6,768 7,485 7,478 7,312<br />

Personnel expenses per capita in € 52,665 46,149 47,995 46,706 45,898 23,410 46,195<br />

Investments and financing in millions €<br />

Investments in tangible and intangible assets 31 15 20 17 42 20 23<br />

Finanial investments 2 21 2 6 4 7 23<br />

Depreciation 21 34 33 24 26 15 25<br />

Cash Earnings – 17 69 65 76 90 51 64<br />

Key figures (%)<br />

Equity ratio 14.1 13.3 15.4 24.0 28.9 28.2 28.6<br />

Equity to fixed assets ratio 103.1 194.3 181.9 202.0 228.8 200.4 225.0<br />

After tax return on equity 16.4 17.9 12.1 12.2 8.8 11.8 2) 9.2<br />

ROS 3.2 2.3 2.5 2.5 3.7 2.6 2.7<br />

1) Short financial year July 1, to December 31, 2000<br />

2) Extrapolated linearly to 12 months<br />

Head of Communications at <strong>MAN</strong> <strong>Ferrostaal</strong>:<br />

Daniel Reinhardt<br />

Phone +49. 201. 8 18-24 24<br />

Fax +49. 201. 8 18-35 25<br />

daniel.reinhardt@manferrostaal.com<br />

This annual report was printed on a <strong>MAN</strong> Roland four-colour sheet-fed offset press, using chlorine-free<br />

Galaxi Supermat paper from Papier Union.


<strong>MAN</strong> <strong>Ferrostaal</strong> AG<br />

Hohenzollernstrasse 24<br />

45128 Essen/Germany<br />

Phone +49. 201. 8 18-01<br />

Fax +49. 201. 8 18-28 22<br />

www.manferrostaal.com<br />

A member of the <strong>MAN</strong> Group

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