PDF, 3.2 MB - Pfleiderer AG

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1. Board of Management 2. Supervisory Board X. Management Remuneration/Stock Held by Board Members The total remuneration of the Board of Management amounted in fiscal 2004 to 3,222 thousand euros (2003: 3,834 thousand euros). The remuneration of the past business year includes a variable portion of 982 thousand euros (2003: 982 thousand euros). Pension obligations to former members of the Board of Management and their surviving dependents amount to 3,917 thousand euros (2003: 3,916 thousand euros). No remuneration was paid to former members of the Board of Management during the 2004 business year (2003: 145 thousand euros). After adjusting for options to former members of the Board of Management, members of the Board of Management were granted 386,260 options to subscribe for stock in 2004 (2003: 0) under Pfleiderer AG’s Stock Option Program, in return for making an own contribution. On the basis of the amount of personal contributions for the 2004 Stock Option Program, the Company does not intend to grant members of the Board of Management any further options (2003: 0). Members of the Board of Management hold 442,680 shares (2003: 36,380). The total remuneration paid to members of the Supervisory Board amounted in 2004 to 152 thousand euros (2003: 152 thousand euros). Members of the Supervisory Board hold a total of 17,683 shares (2003: 1,045 shares). XI. Subsequent Events The Company announced on February 8, 2005 that a due diligence review is currently in progress at the Kunz Group within an exclusivity period. The basis is provided by a letter of intent signed by Pfleiderer AG and Kunz Holding GmbH & Co. KG, Gschwend, on December 2004 on the possible acquisition of the Kunz Group by Pfleiderer. XII. Deviations in Accounting, Valuation and Disclosure Obligations under Section 292a HGB (German Commercial Code) The consolidated financial statements of Pfleiderer AG have been prepared in accordance with US-Generally Accepted Accounting Principles (US-GAAP) as applicable as of the balance sheet date, applying the exemption available under Section 292a HGB from the requirement to prepare financial statements in accordance with the German Commercial Code (HGB). The main differences between the accounting, valuation and disclosure requirements under US-GAAP compared with those under the HGB are as follows: 110
1. Leases 2. Valuation of inventories HGB does not stipulate explicitly how lease transactions should be treated. German companies therefore generally fall back on the leasing decrees issued by the tax authorities when deciding on how to account for leases. Applying tax criteria to lease agreements generally has the effect that leased assets are recognized in the lessor’s balance sheet. Comprehensive rules (especially SFAS 13) exist under US-GAAP on accounting for lease transactions. As a matter of principle, a distinction is drawn between capital leases and operating leases, depending on which party bears the significant rewards and risks from the use of the leased assets and can thus be regarded as their economic owner. The lessee must capitalize the leased asset if he is regarded as the economic owner, and the lessor must capitalize it in the event of an operating lease. Under HGB, inventories are valued as of the balance sheet date, in accordance with the strict principle of the lowest value, at the lower of cost and market or a lower fair value. The fair value of raw materials, consumables and supplies is generally based on the replacement values on the procurement market and, for work in process and finished goods, by the inverse method starting off from the net proceeds of sale on the sales market. Under US-GAAP, inventories are valued at the lower of cost or market on the basis of individual values or applying the weighted average method. The FIFO method (first in-first out) is also applied in justified individual cases. Market value is based as a matter of principle on the replacement value. The ceiling for determination of market value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the expected costs necessary to make the sale (net realizable value). The floor for determination of market value is net realizable value less a normal profit margin. The production costs also include, in addition to direct material and production costs, an appropriate share of the material and production overheads caused by the production process. All foreseeable risks in the inventories that have resulted from diminished usability or obsolescence were reflected by appropriate write-downs. Markdowns were recorded for slow-moving items. 111 FINANCIAL STATEMENTS/NOTES PFLEIDERER GROUP
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Annual Report 2004 Core Businesses
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Group Figures Jan. 1 - Jan. 1 - Cha
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Pfleiderer AG is focusing on its tw
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3 35 Pfleiderer Engineered Wood fur
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In closing down the Rheda-Wiedenbr
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Dr Jürgen Koch Member of the Board
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Committees Formed by the Supervisor
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CORPORATE GOVERNANCE 1. Introductio
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4. Supervisory Board The Board of M
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Declaration of Compliance 2004 Unde
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Stock Option Program 2004 (Continua
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PFLEIDERER GROUP AND PFLEIDERER AG
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Company Report Corporate portfolio
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In fiscal 2004, the Pfleiderer Grou
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Net indebtedness of the Pfleiderer
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GERMANY GDP in Germany increased by
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y expanding foreign and export rati
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Production Pfleiderer Engineered Wo
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Aside from its leading market prese
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Due to its very low construction he
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Procurement In order to take advant
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Research & Development New “Multi
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In September 2004, Pfleiderer appro
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Personnel As of December 31, 2004,
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Pfleiderer Corporate Guidelines for
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Economic and Political Risks and In
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No liquidity risk exists at present
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wodego® is the latest brand in Pfl
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Key Figures 2004 2003 No. of shares
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Investor Relations Activities Indiv
Page 64 and 65: While the prices paid for paraffin
Page 67 and 68: TURKEY The Turkish economy reported
Page 69 and 70: Liabilities and Shareholders’ Equ
Page 71 and 72: Pfleiderer Consolidated Statement o
Page 73 and 74: Comprehensive income 69 Other compr
Page 75 and 76: Infrastructure Technology Consolida
Page 77 and 78: Scope of Consolidation The consolid
Page 79 and 80: The activities of the Poles & Tower
Page 81 and 82: Sales of receivables are treated wi
Page 83 and 84: Property, Plant and Equipment Prope
Page 85 and 86: Accruals for Pensions and Similar O
Page 87 and 88: 1. Liquid funds 2. Securities class
Page 89 and 90: 7. Intangible assets As in the prev
Page 91 and 92: 11. Financial liabilities 12. Other
Page 93 and 94: 16. Long-term deferred income 17. D
Page 95 and 96: 18. Stockholders’ equity The foll
Page 97 and 98: Stock Appreciation Rights 2000 Unde
Page 99 and 100: 20. Derivative financial instrument
Page 101 and 102: Derivative financial instruments ar
Page 103 and 104: The following table reconciles the
Page 105 and 106: 22. Pensions and similar obligation
Page 107 and 108: The following table explains the ch
Page 109 and 110: 1. Contingent liabilities VII. Othe
Page 111 and 112: 3. Pending litigation and claims 4.
Page 113: Geographical Information Sales Reve
Page 117 and 118: 8. Discontinued operations Under US
Page 119 and 120: Accumulated amortization/depreciati
Page 121 and 122: Pfleiderer track systems B.V. Deven
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Page 125 and 126: Pfleiderer AG Statement of Income 2
Page 127 and 128: Accumulated amortization/depreciati
Page 129 and 130: Hanno C. Fiedler Chairman of the ma
Page 131 and 132: Economic Glossary Asset deal Descri
Page 133 and 134: P Particleboard 30, 32, 34, 43, 54
Page 135 and 136: Income ratios Sales revenues 900,97
Page 137 and 138: Financial Calendar 2005 April 7, 20
Page 139 and 140: July Pfleiderer track systems wins
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