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Notes to the Consolidated Financial Statements 2004 I. Business Units and Description of the Business Enterprise Following the disposal during the business year of the US concrete and steel poles business, Newmark International Inc., the production of wind towers at the site in Leipzig and the Poles & Towers and water systems Business Units, which no longer belong to the defined target market of the Pfleiderer Group, Pfleiderer Aktiengesellschaft, Neumarkt (hereinafter referred to as “Pfleiderer AG” or “Company”) is concentrating on its core competences of Engineered Wood and Infrastructure Technology, the second of which is mainly involved in traffic technology. Items in the financial statements remaining after the disposal of the discontinued operations are reported separately in the balance sheet and statement of income. As in the previous year, activities already sold and deconsolidated during the past business year are also reported in the comparative figures for the previous year under discontinued operations. Pfleiderer AG was included in the consolidated financial statements of Pfleiderer Unternehmensverwaltung GmbH, Nuremberg, until March 22, 2004. II. Exemption Pursuant to Section 264b HGB (German Commercial Code) The companies that have applied the exemption rules are marked accordingly in the list of consolidated companies. III. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements of Pfleiderer AG are prepared in accordance with United States Generally Accepted Accounting Principles (“US-GAAP”). Pursuant to Section 292a HGB (German Commercial Code), Pfleiderer AG is exempted accordingly from the obligation to prepare consolidated financial statements in accordance with the HGB. All amounts in the consolidated financial statements are stated in euros. From 2005 onwards, the Company will prepare financial statements in accordance with International Financial Reporting Standards or “IFRS”. The basis for this is provided by the EU Directive promulgated in 2002 on the application of International Accounting Standards, which makes the preparation of consolidated financial statements in accordance with IFRS mandatory for all capitalmarket-oriented companies listed in the EU for fiscal years commencing on or after January 1, 2005. Certain amounts in the consolidated financial statements and the notes to the consolidated financial statements for the previous year have been reclassified, to ensure their comparability with the group structure for the past business year. The prior year presentation has been adjusted to this extent. 72
Scope of Consolidation The consolidated financial statements include the financial statements of Pfleiderer AG and all majority-owned subsidiaries in which it has a controlling interest. All significant subsidiaries in which the Company has a direct or indirect controlling interest have been consolidated. In addition to Pfleiderer AG, 24 (2003: 24) domestic and 17 (2003: 20) foreign subsidiaries are included in the consolidated financial statements in conjunction with the full consolidation. In the past business year, 7 (2003: 7) subsidiaries were consolidated for the first time, while 9 (2003: 4) subsidiaries withdrew from the consolidation. Eight (2003: 11) subsidiaries are not consolidated because their impact on the financial position and results of the Group is not material. Number of fully consolidated companies: 2004 2003 Domestic 24 24 Foreign 18 20 Total 42 44 Number of fully consolidated companies accounted for as continuing operations: Subsidiaries Included in the Consolidated Financial Statements for the First Time: Newly-established Pfleiderer Holzwerkstoffe Nidda Verwaltungs-GmbH Pfleiderer dritte Erwerbergesellschaft mbH Pfleiderer Holzwerkstoffe Nidda GmbH & Co. KG Pfleiderer dritte Erwerbergesellschaft mbH & Co. Grundstücksverwaltungs KG Engineered Fiberglass Products, Ltd. Other Pfleiderer OOO Pfleiderer track systems B.V. Both the companies reported under “Other” were already established in the previous year, but were not included in the previous year’s consolidated financial statements due to immateriality. 73 FINANCIAL STATEMENTS/NOTES PFLEIDERER GROUP 2004 2003 Domestic 21 21 Foreign 17 19 Total 38 40
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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
Page 26 and 27: Company Report Corporate portfolio
Page 28 and 29: In fiscal 2004, the Pfleiderer Grou
Page 30 and 31: Net indebtedness of the Pfleiderer
Page 33 and 34: GERMANY GDP in Germany increased by
Page 35 and 36: y expanding foreign and export rati
Page 37 and 38: Production Pfleiderer Engineered Wo
Page 39 and 40: Aside from its leading market prese
Page 41 and 42: Due to its very low construction he
Page 43: Procurement In order to take advant
Page 46 and 47: Research & Development New “Multi
Page 48 and 49: In September 2004, Pfleiderer appro
Page 50 and 51: Personnel As of December 31, 2004,
Page 52 and 53: Pfleiderer Corporate Guidelines for
Page 54 and 55: Economic and Political Risks and In
Page 56 and 57: No liquidity risk exists at present
Page 58 and 59: wodego® is the latest brand in Pfl
Page 60 and 61: Key Figures 2004 2003 No. of shares
Page 62 and 63: 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: Infrastructure Technology Consolida
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 and 114: Geographical Information Sales Reve
Page 115 and 116: 1. Leases 2. Valuation of inventori
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
Page 123 and 124: 119
Page 125 and 126: Pfleiderer AG Statement of Income 2
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Accumulated amortization/depreciati
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Hanno C. Fiedler Chairman of the ma
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Economic Glossary Asset deal Descri
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P Particleboard 30, 32, 34, 43, 54
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Income ratios Sales revenues 900,97
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Financial Calendar 2005 April 7, 20
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July Pfleiderer track systems wins
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