Page 1

Annual Report 2011


Conzzeta at a glance Conzzeta is an internationally active Swiss industrial holding company with broadly diversified businesses. Its activities are in the areas of machinery and systems engineering, foam materials, sporting goods, graphic coatings and real estate. In the interests of customers, employees and shareholders, Conzzeta develops its businesses with a long-term perspective.

Sheet Metal Processing Systems Bystronic: Solutions for the processing of sheet metal and other sheet materials

Glass Processing Systems Bystronic glass: Systems for processing flat glass

Automation Systems ixmation: Systems for automation of assembly and testing

Foam Materials FoamPartner: Foam products for industry and comfort applications

Sporting Goods Mammut Sports Group: Mountaineering, climbing and winter sports equipment

Graphic Coatings Schmid Rhyner: Print varnishes and laminating adhesives for the graphical industry

Real Estate Plazza Immobilien: Management of the Conzzeta Group’s portfolio of properties


Key figures 2011

2010

Group Net revenue

CHF m

1 128.1

1 051.9

Operating result

CHF m

61.9

56.9

Group result

CHF m

52.1

51.5

Free cash flow

CHF m

– 1.3

17.6

Shareholders’ equity

CHF m

1 013.1

982.7

Total assets

CHF m

1 352.2

1 287.6

%

74.9

76.3

Shareholders’ equity as % of total assets Investments in property, plant and equipment and intangible assets

CHF m

40.1

21.1

Number

3 576

3 322

CHF thousand

321.7

324.9

Net income for the year

CHF m

115.3

68.7

Share capital

CHF m

46.0

CHF m

99.8

Number

406 000

406 000

Number

270 000

270 000

Employees at year-end Net revenue per full-time position Conzzeta AG

Total dividend Number of shares on 12 / 31 bearer registered Gross dividend per share

Market price per share

46.0 1

18.4

bearer

(par CHF 100)

CHF

217.001

40.00

registered

(par CHF 20)

CHF

43.401

8.00

high / low

CHF

2 651 / 1 730

2 000 / 1 690

year-end

CHF

1 799

1 900

CHF m

828

874

bearer

Total capitalization on 12 / 31 Group key figures per share Group result

bearer

CHF

113.20

111.90

per share

registered

CHF

22.60

22.40

Cash flow from operating

bearer

CHF

39.50

164.50

activities per share

registered

CHF

7.90

32.90

Shareholders’ equity

bearer

CHF

2 202.30

2 136.40

per share

registered

CHF

440.50

427.30

1

As proposed by the Board of Directors


Ordinary result Extraordinary result Operating result (EBIT)

250

0

0

– 25 07

0

10

– 50

0 20

20

20

20

20

40.1

28.0

56.0

21.1

20 11

20

10

50

20

30

09

100

20

40

20

150

07

50

20 11

200

10

60

09

250

08

70

07

300

08

49.0

– 1.3

17.6

141.8

– 30.8

195.9

20

20

20

20

20

Investments in property, plant and equipment and intangible assets (in CHF m)

Free cash flow (in CHF m)

p. 82 et seq. for detailed five-year summary for Group

25

 See

500

20 11

50

10

750

20

75

09

1 000

20

100

20 11

1 250

10

125

09

1 500

08

150

07

1 750

08

175

20

2 000

1 128.1

1 051.9

EBIT and Group result (in CHF m)

955.2

1 472.5

1 507.0

Net revenue (in CHF m)

Key facts 2011 – Conzzeta increases net revenue by 7.2 % to CHF 1 128 million, despite negative currency effects.

– North America and Eastern Europe are the key growth regions.

– Revenue growth of 17.6 % in local currencies.

– Bystronic Laser AG celebrates its 25th anniversary and invests in new production facilities in China.

– EBIT rises by 8.7 % to CHF 61.9 million and the operating margin is 5.4 %. – The Glass Processing Systems business unit undergoes restructuring and is to give up the manufacture of machinery for cutting architectural glas.

– Mammut begins construction of a new central storage facility for Europe, one of the Group’s biggest investments of recent years. – Conzzeta has a very solid financial base, with an equity ratio of nearly 75 %.


Table of contents   6

Foreword

  9 10 11 12 18 20

Business overview

27

Corporate governance

39

Financial report

Board of Directors Group Executive Board and Corporate Staff Overview of the 2011 business year Interview with the Group CEO Business units

79 Further information 80 Employee pension funds in Switzerland 82 Five-year summary 84 Information and calendar for investors


Conzzeta – Annual report 2011  Foreword

Robert Suter, Group Chief Executive Officer (left) and Jacob Schmidheiny, Chairman of the Board of Directors (right) 6


Conzzeta – Annual report 2011  Foreword

Rising to the exchange rate challenge.

Ladies and Gentlemen At first glance, the consolidated financial statements for 2011 have little remarkable to offer: for example there has been no impressive increase in revenues or the result. However, beneath the surface there have been some significant shifts. Foremost among these is the exchange rate trend. Compared with the previous year, the negative currency effects reduced revenues in Swiss francs by around CHF 100 million and squeezed profit margins on products manufactured in Switzerland. For an export-oriented company like Conzzeta, which accounts for half of its personnel costs in Switzerland, it is almost impossible to offset such effects. The situation was compounded in  the second half of the year by a progressive weakening  of the market environment, particularly in machinery for cutting architectural glass and in certain Asian markets. As ​a result, we had to introduce far-reaching restructuring measures in the Glass Processing Systems business unit at the beginning of 2012. These measures are expected to lead to 120 workplaces being cut and will involve costs  of CHF 18 million. The fact that Sheet Metal Processing Systems generated growth of 22 % in terms of Swiss francs is therefore all the more welcome. The effort that has gone into the business unit’s long-term development in emerging markets is bearing fruit. Looking ahead, we can expect a difficult economic environment. Given the unbalanced budgets of a number of national economies, and all the currency and banking problems these entail, consumers and investors alike are adopting a cautious attitude. In these circumstances, there is no prospect of an improvement in the exchange rate situation facing Switzerland. The business world has no patent remedy for this – other than the principles of good housekeeping. We must continue to focus systematically on market requirements, build on our strengths, and keep costs under control. This is only possible with well-qualified, highly motivated employees who have the will to overcome all obstacles, however great. That is why we want to thank you all for your efforts, particularly those

who will have to leave the company because of an intractable market situation. The year 2012 has a special significance for us: it  is one hundred years since a number of tile and brick works in the Zurich area joined forces to establish a joint stock company called Zürcher Ziegeleien. This grew over time, through countless stages of development, into the present-day Conzzeta AG. The road from tiles and bricks to machinery and diverse industrial and consumer goods is certainly an unusual one, but it serves as a good ex-  ample of the need for constant change. Every company has to meet this challenge again and again, yet the answers are not always the same. Moreover, long-term success cannot be achieved without adherence to certain practical and moral rules, such as reliability and hard work, and respect for others and for the environment. This was as true in the past as it is today and will continue to be so in the future. It is something we should never forget. To mark this centenary year, we are proposing to the Annual General Meeting of Shareholders to approve payment of an increased dividend as well as a special allocation to the employee pension funds. This is possible thanks to the high level of non-operational funds held. These originate mainly from the sale of former operating premises and thus are also part of the company’s history.

Jacob Schmidheiny Chairman of the Board of Directors

Robert Suter Group Chief Executive Officer 7


Conzzeta – Annual report 2011 

8


Business overview

Group

10 11 12 18

Board of Directors Group Executive Board and Corporate Staff Overview of the 2011 business year Interview with the Group CEO

Business units

20 21 22 23 24 25 26

Sheet Metal Processing Systems Glass Processing Systems Automation Systems Foam Materials Sporting Goods Graphic Coatings Real Estate


Conzzeta – Annual report 2011  Business overview / Group

Board of Directors

Names and functions from left to right, as in the listing below.

Philip Mosimann, Member of the Board since 2007 Robert F. Spoerry, Member of the Board since 1996 Werner Dubach, Member of the Board since 1993 Jacob Schmidheiny, Chairman since 1977 Thomas W. Bechtler, Member of the Board since 1987 Matthias Auer, Member of the Board since 1996

All Board members are elected until the 2014 Ordinary General Meeting.

> For detailed information on the Board of Directors, see page 30 et seq. 10


Conzzeta – Annual report 2011  Business overview / Group

Group Executive Board and Corporate Staff

Names and functions from left to right, as in the listing below.

André Brütsch, Head of the Glass Processing Systems business unit since January 2012 Ferdi Töngi, Head of the Sheet Metal Processing Systems business unit since 2002 Martin Pfister, Head of the Automation Systems business unit since 2005 Bart J. ten Brink, Head of the Foam Materials business unit since 2009 Kaspar W. Kelterborn, Group Chief Financial Officer since 2006 Robert Suter, Group Chief Executive Officer since 2009 Christian Thalheimer, Head of Corporate Services and Secretary to the Board of Directors since September 2011 Barbara Senn, General Counsel since 2010 Rolf G. Schmid, Head of the Sporting Goods business unit since 2004 Ralph Siegle, Head of the Real Estate business unit since 2003 Jakob Rohner, Head of the Graphic Coatings business unit since June 2011

> For detailed information on the Group Executive Board, see page 34 et seq. 11


Conzzeta – Annual report 2011  Business overview / Overview of the business year

Overview of the business year The Conzzeta Group increases revenues and   income, despite the strength of the Swiss franc.

The ongoing debt crisis, affecting above all the eurozone countries, was the main factor shaping the economic environment in the 2011 business year. The Swiss franc, which had already risen massively in value against the euro, US dollar and related currencies in the previous year, continued to appreciate until August. Even after the interventions of the Swiss National Bank, the franc re-  mained at a level that was well above purchasing-power parity. These currency trends not only reduced income  in terms of Swiss francs, but also put significant pressure on margins due to the high proportion of ­personnel costs incurred in Switzerland. Nonetheless, Conzzeta was able to improve both sales and the result in terms of Swiss francs. The biggest growth regions in nominal terms were the North American and Eastern European markets, with the products of the Sheet Metal Processing Systems busi-

ness unit as the principal driving force. Worldwide, the recovery was sustained in the majority of the markets, the exception being the hard-pressed economies of Southern Europe. Against this background, most of the Conzzeta business units continued to grow locally, although this growth was partly offset by the negative currency effects.

Development of Group revenues In the reporting year, the Conzzeta Group increased consolidated net revenues by 7.2 % to CHF 1 128.1 million (previous year: CHF 1 051.9 million). Adjusted for negative currency translation effects of 9.7 % as well as acquisition and divestment effects, the growth was 17.6 %. The strongest sales growth was recorded by the Sheet Metal Processing Systems and Automation Systems busi-

Net revenue by business unit 2011

2010

Change

CHF m

CHF m

in %

Sheet Metal Processing Systems

503.0

410.9

22.4

Glass Processing Systems

150.2

167.5

– 10.4

Automation Systems

70.0

56.4

24.2

Foam Materials

124.6

127.9

– 2.6

Sporting Goods

210.8

221.2

– 4.7

Graphic Coatings

48.1

46.6

3.3

Real Estate and miscellaneous revenue

21.4

21.4

-

1 128.1

1 051.9

7.2

Total

12


Conzzeta – Annual report 2011  Business overview / Overview of the business year

ness units. The consumer-goods-related businesses  were affected by changes in the purchasing behavior of customers in Europe, above all in the home market of Switzerland. With currency effects making products manu­factured in Switzerland appear relatively expensive alongside those imported from the euro or dollar zones, customers increasingly opted for competitor products, or the business units were obliged to discount prices. The share of machinery and systems engineering in Group revenues rose again, reaching 64.1 % (previous year: 60.4 %). In a geographic comparison and in terms of local currencies, the American market showed the strongest growth in the reporting year, followed by  the markets of Northern and above all Eastern Europe. If a major one-time order secured by Bystronic glass is excluded from the 2010 figures, revenues in Asia are on a par with the previous year’s level.

Business units Sheet Metal Processing Systems The Sheet Metal Processing Systems business unit (Bystronic) increased net revenue by 22.4 % to CHF 503.0 million (previous year: CHF 410.9 million). Adjusted for currency translation effects, the increase was 36.2 %. Bystronic generated particularly strong growth in the USA, where the market recovery continued to gather pace.

During the reporting year, the business unit transferred its headquarters from New York to the US industrial hub in the Chicago region, where most of its customers are located. This move was accompanied by improvements to the sales network. Other markets that performed well were Eastern Europe and South America; China also showed good growth rates. In these important sales regions, the negative currency effects were not sufficient to put a brake on revenue growth. Bystronic is continuing to invest in future markets, developing its business activities in India and Vietnam, and establishing a sales and service center in Taiwan. To keep pace with demand in China, the business unit started construction of a second production facility in Tianjin. This is partly to ensure increased ca-  pacity, but it will also offer extended capabilities for  the development of new machines, as well as accommodating a large demonstration center to support sales. The ser­vice business was only marginally above the previous year’s level, since customers were investing more in new machinery. The fiber laser system, a new cutting technology for thin sheets that was launched at the end of 2010, has met with great interest on the part of customers. In  2011 Bystronic also launched BySpeedPro, a high-  performance laser-cutting machine, ByTower, an automation system, and ByJetSmart, a compact model for waterjet cutting. Bystronic presented these new lines, along

Net revenue by geographic area 2011

2010

Change

CHF m

CHF m

in %

Switzerland

155.4

160.3

– 3.1

Euro area

365.7

360.2

1.5

Rest of Europe

176.1

140.5

25.3

Total Europe

697.2

661.0

5.5

North and South America

198.3

143.9

37.8

Asia and Pacific

222.8

242.1

– 8.0

Africa

9.8

4.9

100.0

Total

1 128.1

1 051.9

7.2

13


Conzzeta – Annual report 2011  Business overview / Overview of the business year

with a selection of other leading products from its portfolio, at a gathering to mark its 25th anniversary. Around 1 000 customers from 50 countries attended the special “Competence Days” event, where they were introduced to the latest machines and software solutions. Glass Processing Systems In the Glass Processing Systems business unit (Bystronic glass), net revenue fell by 10.4 % to CHF 150.2 million (previous year: CHF 167.5 million). In local currencies, the drop in sales was 2.0 % compared with the previous year. Bystronic glass was hard hit by the marked decline in construction activity in Europe as well as by the strength of the Swiss franc, both of which are consequences of the continuing debt crisis. Demand for machinery for cutting architectural glass and laminated safety glass (LSG) suffered a significant decline and saw increased pricing pressure on account of the exchange rate situation. The business unit therefore had no choice in its decision, announced in January 2012, to give up the architectural glass cutting segment at the Swiss plant in Bützberg. The costly manufacture of custom­ ized machinery and systems can no longer be operated economically from a Swiss base. In this field, Bystronic glass is therefore seeking to cooperate with HEGLA. In a parallel move, the manufacture of LSG machinery is being transferred from Gunzenhausen (D) to the NeuhausenHamberg (D) site. This is in order to compensate for the decline in demand and benefit from synergies. The consolidation of architectural glass activities in Germany (LSG, insulating glass and handling equipment), together with the activities at the Shanghai site, is a solid basis for the successful development of this market. There was good news from the automotive glass segment, whose highly specialized products will continue to be produced in Bützberg. This segment saw the introduction of a new machine in fall 2011, the champ’speed 2in1, which is a world first. It is unique in having the versatility to offer glass processing with or without using a template. This ensures greater productivity when processing large series, giving customers the flexibility to switch to processing smaller series on the same machine. Automation Systems The Automation Systems business unit (ixmation) increased net revenue by 24.2 %, or 43.7 % in local  currencies, to CHF 70.0 million (previous year: CHF 56.4 mil­lion). This surge in growth is due to a major one-time order from the solar industry. The business unit is continuing to focus on the alternative energy, medical 14

t­ echnology, and automotive segments, where ixmation acquired prominent customers during the reporting year. In the energy segment, assembly systems for fuel cells were in demand. ixmation supplies several automation systems for quality testing and assembly of stationary fuel cells. In the Asian region, there was growing interest in manufacturing automation. On the one hand, growing sales in the automotive segment increased the demand for mechanization from automotive manufacturers and component suppliers. On the other hand, mechanization of manufacturing processes increasingly appears the more cost-effective option in many industries, owing to rising wage costs. This applies not only in the automotive industry, but also in the manufacture of medical products. The business unit’s international set-up is proving its worth, since it allows globally active customers to be served worldwide in a one-stop solution, while making the best possible use of internal capacities. Foam Materials In the Foam Materials business unit (FoamPartner), net revenue fell slightly by 2.6 % to CHF 124.6 million (previous year: CHF 127.9 million). Adjusted for negative currency translation effects, the business unit posted  a 3.7 % increase compared with the previous year. The strong franc put pressure on sales, above all in the comfort foam segment of the Swiss market, where foreign competitors made the most of the currency advantage by lowering prices. At the same time, the exchange rate situation put a brake on exports from Switzerland. By contrast, the markets in Asia recorded growth. Technical foams and packaging materials are in demand in these markets because customers who have had  a positive experience in their dealings with FoamPartner in Europe wanted to be able to rely on the same trusted supplier at the new locations in Asia. Regardless of the regional markets or business fields, demand for converted foam products was generally high. In the technical foams, for example, ceramic filters, sponges and polishing disks were particularly in demand. Capacity utilization was correspondingly high in plants with a high proportion of foam conversion. At the Wolfhausen (CH) site, FoamPartner installed a modern manufacturing facility for mattress cores in order to ensure flexibility and accelerate the machining process. In the comfort segment, the new EvoPore foam prod­ uct was brought to market. This not only offers a high degree of flexibility, but also compensates for fluctuations in humidity and temperature more effectively than


Conzzeta – Annual report 2011  Business overview / Overview of the business year

traditional foam products. The raw materials situation proved unstable throughout the year: some of the time, raw materials were scarce and prices were high as a consequence. During the reporting year, FoamPartner im-  proved its organizational structure. The goal is to gain  a better understanding of customer requirements through systematic alignment with market regions and application segments, enabling the business unit to offer customers optimized products. Sporting Goods Net revenue in the Sporting Goods business unit (Mammut Sports Group) was also adversely affected by the strong Swiss franc. Sales in the reporting year fell by 4.7 % to CHF 210.8 million (previous year: CHF 221.2 mil­ lion). After adjustments to account for the sale of the Toko business in 2010, the purchase of Snowpulse in 2011, and currency effects, growth amounted to 4.1 %. Across Europe, customers’ interest in winter sports products was curbed by the warm, dry start to the winter. Furthermore, the strength of the Swiss franc prompted customers in Switzerland to stock up in neighboring eurozone countries or buy products from abroad now available in the Swiss market at cheaper prices. Mammut responded with price reductions, despite the fact that purchasing was largely transacted at the old exchange rates. By contrast, in Germany, the strongest market for Mammut in terms of revenues, the Group reported double-digit growth in local currencies. Sales in the South Korean and Japanese markets grew strongly. The opening of addi­tional mono-brand stores in these countries provided further growth impetus. The business unit continued its efforts to make the Mammut brand and product range more visible by opening further stores in Germany, Switzerland and Spain. The Sporting Goods business unit expanded its portfolio by acquiring Snowpulse, a manufacturer of avalanche airbags. Specially designed for skiers, this system has a large airbag that reduces the danger of being completely covered by an avalanche. Through this acquisition the business unit is participating in a growing market for skitouring and freeriding. A further addition to the offering is the Eiger Extreme clothing line for the most demanding mountain sports enthusiasts. This winter sports clothing line has aroused great interest on the part of customers and exceeded sales expectations. With the groundbreaking ceremony at the new European logistics center in Memmingen (D), Mammut em-  barked on the biggest investment in its history. In 2012, the business unit is celebrating its 150th anniversary. To mark the occasion, teams of mountaineers sponsored by

Mammut will climb 150 major peaks all over the world, reporting on their summit tours as they go. The project began in August 2011 when a team of prominent Swiss personalities climbed the Jungfrau, a feat which coincided with the 200th anniversary of the first ascent. Graphic Coatings The Graphic Coatings business unit (Schmid Rhyner) increased net revenue in the reporting year by 3.3 % to CHF 48.1 million (previous year: CHF 46.6 million). The volume growth was not reflected to the same extent in the sales figures due to the negative currency effects. The strong Swiss franc, combined with the exclusively Swiss manufacturing base, put pressure on margins. At the same, raw material costs rose steeply owing to a shortage of capacity at the producers. The Graphic Coatings business unit generated growth in almost all its main markets, above all in the Asian markets of China and India, with sales increasing right across its range of products. A new series of dispersion varnishes sold particularly well, recording very high growth rates in the European markets. New products were successfully introduced in the UV-hardening line during 2011. These were well received in the luxury goods sectors where they are used for printing on packaging. Capacity at the development laboratory was expanded during the reporting year to simplify and accelerate extension and optimization of the product range. Real Estate The Real Estate business unit (Plazza Immobilien) generated revenue of CHF 21.0 million in 2011, roughly the same level as in the previous year (CHF 20.9 million). Demand for rented accommodation in the residential  sector in Switzerland remained stable. The plans for a residential development with around 200 apartments on the former industrial site in Wallisellen had to be revised because of an objection and the proposal had to be represented for public inspection. The revised development plans are set to be submitted to the municipal assembly for approval in summer 2012. In the past year, the municipality at Estavayer-le-Lac presented an offer to purchase all the land at a former concrete block factory, which lies within their district. The sale went through at the beginning of 2012.

15


Conzzeta – Annual report 2011  Business overview / Overview of the business year

Earnings situation

Investments and divestments

The Conzzeta Group recorded operating profit (EBIT) of CHF 61.9 million in 2011 (previous year: CHF 56.9 million), a rise of 8.7 %. The overall increase in the volume of the businesses was offset by the negative currency trends, which mainly affected the export-oriented business units. The operating margin was slightly higher than the previous year at 5.4 % (5.3 %). The operating result included one-time value adjustments (impairments) on assets amounting to CHF 6.4 million. These were for restructuring in the Glass Processing Systems business unit, as announced in January 2012 (see note 34, page 63). The Group result for 2011 amounts to CHF 52.1 mil­lion (previous year: CHF 51.5 million). This contains slightly higher financial income of CHF 3.5 million (previous year: CHF – 2.6 million), offset by higher tax expense of CHF 14.4 million (previous year: CHF 8.2 million). The additional tax expense arose partly from lower offsetting tax loss carryforwards.

Following a period of caution in investment activity d ­ uring the two previous years, the Conzzeta Group again invested in capacity expansion in 2011. Investments in property, plant and equipment, and intangible assets amounted to CHF 40.1 million, almost twice the amount spent in the previous year (CHF 21.1 million). The investment activity included two major projects: the Sporting Goods business unit began construction of a European logistics center in Germany, while the Sheet Metal Processing Systems business unit started work on a second production facility in China. These two investment projects will improve the basis for service provision and satisfy growing demand. Elsewhere, the Foam Materials business unit is invest­ ing in improving the logistics at its site in Wolfhausen (Switzerland). The Sporting Goods business unit acquired Snowpulse, a company which manufactures personal safety systems for protection in avalanches. Investments in in-  tangible assets included further development of the ERP systems in various business units.

Free cash flow, financing and liquidity Employees by geographic area 2011

  Switzerland 1 175   Germany 884   Rest of Europe 355   North and South America 375   Asia and Pacific 787 Total Europe 2 414 Total Group 3 576 16

In 2011, the Conzzeta Group recorded a cash flow from operating activities of CHF 18.2 million (previous year: CHF 75.7 million). This decrease accompanied the rise in the volume of business activities, which tied up more capital. Despite the systematic management of net working capital, the reporting year saw a rise in accounts receivable and inventories. While the increase in accounts receivable is mainly attributable to the strong sales performance in the fourth quarter of 2011, the rise in inventories is due to the increased volumes of business. The cash flow from operating and investment activities (free cash flow) generated by the Conzzeta Group was negative CHF 1.3 million (previous year: CHF 17.6 mil­ lion). In addition to the higher net investment in property, plant and equipment and intangible assets of negative CHF 33.1 million (previous year: negative CHF 18.8 million), this also includes changes in securities and finan-  cial assets of CHF 15.7 million (previous year: negative CHF 49.1 million). Cash, cash equivalents and securities held by the Group fell by CHF 28.4 million to CHF 482.5 million (pre­ vious year: CHF 510.9 million). The Group remains solidly financed, with an equity ratio of 74.9 % (previous year: 76.3 %).


Conzzeta – Annual report 2011  Business overview / Overview of the business year

Appropriation of profit To mark the company’s centenary, the Board of Directors is proposing an increased dividend to be paid from nonoperational funds that originate mainly from the sale  of former operating premises. Its proposal to the Annual General Meeting of Shareholders is for a dividend of  CHF 217.00 (previous year: CHF 40.00) per bearer share and CHF 43.40 (previous year: CHF 8.00) per registered share. The Board is also proposing a special allocation of CHF 15.0 million to strengthen the financial position of the employee pension funds.

Employees In 2011, the Conzzeta Group had 3 576 employees, 254 more than in the previous year (3 322 employees). Most of the new jobs were created in Asia. The increase in the number of employees is largely attributable to the expansion of the business activities of Bystronic and Mammut. In addition, ixmation hired temporary staff in connection with the handling of a major one-time order.

Staff changes In June, Jakob Rohner took over from Serge Entleitner as Head of the Graphic Coatings business unit, and in September Christian Thalheimer succeeded Carlo Menotti as Head of Corporate Services and Secretary to the Board of Directors. The Board of Directors and the Group Executive Board wish to thank Serge Entleitner and Carlo Menotti for their commitment on behalf of the Group and wish them both every success in the future. At the end of the year, Richard Jakob stepped down as CEO of Bystronic glass having reached retirement age and will in future take  on special projects for the business unit. He was succeed as head of the business unit by André Brütsch in January 2012.

Swiss franc down to a satisfactory level for the long term, it did give a measure of security in planning. The Group started the current business year with order books at the same level as in 2011. From the current perspective, further growth can be expected in the markets of Eastern Europe, America and Asia. In view of the almost daily mood swings on the financial markets,  it is impossible to make reliable forecasts. Any further worsening of the debt crisis could lead to an immediate response on the part of customers in the form of a marked decline in demand. Overall, Conzzeta remains very cautious in its assessment of the situation and cannot rule out adverse affects on the consolidated financial statements. In addition to the difficult economic situation, two further one-time effects will have a negative impact on the result. On the one hand, the restructuring in the Glass Processing Systems business unit will affect the Group result. In addition to the depreciation of CHF 6.4 million already recognized in the 2011 financial year, Conzzeta is reckoning with further costs of around CHF 12.0 million in 2012. On the other hand, on approval by the Annual General Meeting of Shareholders of the proposal for the appropriation of profit, an allocation of CHF 15.0 million to the employee pension funds will be recognized in the income statement. Bearing in mind the uncertain economic outlook, the Conzzeta Group will keep fixed costs low and maintain a flexible approach. In view of the exchange rate situation, it is important to remain close to the markets and to build up Conzzeta’s own local production as well as purchasing in local currencies. That will act as a natural hedge and reduce the adverse currency effects.

Trends and outlook Conzzeta expects the economic environment will be difficult in 2012, due particularly to the unresolved currency and financial problems in Europe. As long as the debt crisis continues, the Swiss franc will remain strong. Al-  though the intervention of the Swiss National Bank to stabilize the exchange rate did not bring the parity of the 17


Conzzeta – Annual report 2011  Business overview / Group

“Conzzeta is a high-performance company.” Despite negative currency trends, Conzzeta grew again in 2011. CEO Robert Suter explains what   he expects from the coming year and how he plans   to keep Conzzeta on course for further growth. Conzzeta had barely recovered from the crisis in 2010 when currency fluctuations brought us another turbulent year. Mr Suter, is it still fun to be CEO? Certainly it is. I’m happy to be working with dedicated people and to seek solutions together with them. Turbulent times are when you really find out if you can rely on your team. The strong Swiss franc is giving us a run for our money, it’s true. The lower limit to the exchange rate with the euro has given us a certain measure of security in our planning, but still no easing of the situation. Yet despite the adverse currency situation, we saw growth in the 2011 business year of roughly 18 percent in terms of local currencies. What will it mean for Conzzeta if the franc remains as strong as it is now? On the one hand, the products we make in Switzerland will have to be even better, even more innovative than the ones from foreign competitors. A good example of this is Schmid Rhyner AG. From its base here in Switzerland, it serves a niche market on an international level with its excellent print varnishes. On the other hand, it is essential to increase purchasing and production directly in the respective markets because that reduces the currency risk. Bystronic has come very far in this regard. Finally, a strong franc means that there is increasing pressure from cheaper foreign competition in the Swiss market, and that means we have to lower prices in our home market to remain competitive. The Sporting Goods business unit was worst affected by this trend. Conzzeta’s declared aim was “to secure healthy profitability for the company”. What was achieved in that regard? How satisfied are you with the results of the past year? I’m not satisfied, because we aimed for seven to eight per­ cent EBIT, and we didn’t achieve that. However, despite the turbulence on the currency front and the increasingly difficult economic situation, we succeeded in maintaining profitability. 18

What did the Conzzeta Group accomplish in 2011? What were the key events, in your view? Last year we held the groundbreaking ceremony for the second Bystronic plant in Tianjin (China) and for the new Mammut logistics center for Europe in Memmingen (Germany) – one of the biggest investments of recent years. Bystronic also celebrated its 25th anniversary. The development of that business unit into a successful global player with high growth is impressive. Less satisfactory, but unavoidable, was the decision we took at the beginning of 2012: despite years of effort, Bystronic glass in Switzerland has to give up the manufacture of machinery for cutting architectural glass. Still, I judge Conzzeta over­ all to be a high-performance company with many opportunities for success. How did the Group’s different market regions develop over the past year? For most of the business units, the BRIC countries represented the biggest growth market. But established markets that crumbled during the financial crisis and are  now partially recovering also played an important part,  in particular Germany and the USA. What business units are seeing the most growth? The biggest growth drivers are Bystronic’s sheet-metal processing systems. Mammut also gained in terms of local currencies. Versatility is important in turbulent times. How does Conzzeta adapt to constantly changing conditions? We have to act quickly, professionally and creatively – finding solutions with the right attitude and a cool head, and promoting new ideas. Conzzeta is diversified and has the necessary stability, and thus the foundation to react flexibly and creatively. Ingenuity is shown not only in innovative products, but also in the way they are developed, manufactured and sold. For example, Bystronic and ixmation are already equipped with their own development facilities in Asia and cover the entire value chain


Conzzeta – Annual report 2011  Business overview / Group

there, because that’s where a large part of their customer base is located. Our colleagues in Asia are developing pro­ ducts in direct contact with the customers, products that meet their precise requirements. This sets them apart from the competition. If the situation for industrial companies gets even more difficult in Switzerland, are you planning on fundamental changes in the portfolio? We intend to remain diversified, and today our primary goal is organic growth. That holds less risk and can usually be achieved more cost-effectively than through acquisitions – although smaller ones to complement an existing activity, such as Mammut’s purchase of Snowpulse, are always possible. But in regard to Conzzeta’s longer-term direction, we have created new posts for Group Development and New Business Development. Their task is to assess the utilization of resources within the existing enterprise and to seek further opportunities for external growth. Getting into new business areas as  a result is an option in the medium term.

Turbulent times are when you really find out if you can rely on your team.

What are your most important goals for 2012? We have to make sure that the Bystronic plant in China and the Mammut logistics center in Germany are built up successfully. At the same time, the debt crisis and the tumult on the international markets will present us with further challenges. Thanks to our experienced and motivated colleagues, we hope to master them even more effectively than in the past year. In 2012 Conzzeta is celebrating its 100th anniversary. What are your plans for the centennial year? Together with our dedicated employees I want to lead  the company into a promising future. Looking back on a ­successful past allows us to recognize the importance of constant adaptation to change, coupled with a stable foundation. The centenary should give us reason to pause and consider what really matters to us. It should give us a sense of the team spirit that prevails at Conzzeta. In my role as CEO, I want to epitomize our values and play my part on behalf of all stakeholders – with head, hand, and heart. 19


Conzzeta – Annual report 2011  Business overview / Business units year

Sheet Metal Processing Systems – Bystronic Bystronic is a world-leading supplier of solutions   for the processing of sheet metal and other sheet materials. Important events in 2011 –– Bystronic celebrates its 25th anniversary. Around 1 000 customers from 50 countries visit the headquarters in Niederönz during the “Competence Days” in September. The high point of the event is a party for employees from all over the world, as well as for guests from the political and business worlds.

–– Bystronic has five new locations: the three subsidiaries in India, Scandinavia and the USA move to new premises. Bystronic opens new offices in Taipei (Taiwan) and Ho Chi Minh City (Vietnam).

– – The “Bystronic: Best choice.” image campaign is stepped up, as companies at national level branch out from traditional print and online advertising into social media platforms, organizing special customer events. The campaign has become an important part of customer loyalty activities.

Overview Bystronic – Head: Ferdi Töngi – Presence: worldwide, over 25 sales and service companies; three development and production sites in Switzerland, Germany and China www.bystronic.com

Net revenue in CHF m

2009 2010 2011

20

Investments in property, plant and   equipment and intangible assets in CHF m 11.7

356.1 410.9 503.0

Number of employees

1 389 1 393

5.8 11.5

1 492


Conzzeta – Annual report 2011  Business overview / Business units year

Glass Processing Systems – Bystronic glass Bystronic glass offers high-quality system solutions for the processing of architectural and automotive glass. Important events in 2011 –– Bystronic glass presents eco’lamiline, a system for pro­ duction of laminated safety glass to meet all specifications. The centerpiece of the pre-laminating system is eco’convect, a heating and press system that operates on shorter cycle times.

–– Bystronic glass sells the 1 500th unit from the EasyLift line of handling equipment. The vacuum lifting device offers safe and simple transport of glass panels and other plate materials. Overview Bystronic glass – Head: André Brütsch – Presence: worldwide sales and service network, with subsidiaries and representative offices; technology centers (development and production) in Germany and Switzerland; ­production site in China www.bystronic-glass.com

–– High point of the China Glass trade fair in Shanghai is a visit organized for customers to the Bystronic glass Machinery Center (BMC). For the first time, the new comfort’line, an entry-level model for the production of gas-filled insulating units, is shown in full operation.

Net revenue in CHF m

2009 2010 2011

Investments in property, plant and   equipment and intangible assets in CHF m

145.6 167.5 150.2

4.4 1.7 2.1

Number of employees

675 670 637

21


Conzzeta – Annual report 2011  Business overview / Business units year

Automation Systems – ixmation ixmation is an international supplier of customized automation systems for assembly and quality assurance in mass production. Important events in 2011 –– ixmation enters the Mexican market with project assign­ ments in the automotive supply industry, laying the foundation stone for follow-up contracts. Leading suppliers are transferring parts of their production to Mexico, creating demand for automation systems in this Latin American market. –– An ERP system (Enterprise Resource Planning), linking all ixmation locations, comes on stream. It makes a con­ siderable contribution to reducing operating costs and improving coordination between the dif­ferent sites.

Net revenue in CHF m

56.1

2010

56.4

22

Overview ixmation – Head: Martin Pfister – Presence: five locations in China, Malaysia, the USA and Switzerland www.ixmation.com

Investments in property, plant and   equipment and intangible assets in CHF m

2009

2011

–– ixmation doubles growth at its locations in China. The growing demand of many Chinese to own their own cars is one of the main reasons for this development, the automotive industry being an important customer for automation systems.

0.9

305 4.4

70.0

1.0

Number of employees

353 446


Conzzeta – Annual report 2011  Business overview / Business units year

Foam Materials – FoamPartner FoamPartner manufactures high-quality foam   materials and offers customized solutions for the Industry and Comfort business segments. Important events in 2011 –– FoamPartner launches a new generation of lightweight foams for auto headliners and engine insulation, securing new business in the USA and other countries.  With a steady rise in demand for fuel-saving cars, lightweight construction is the coming trend in the automotive industry.

–– At the plant in Wolfhausen (Switzerland), a fully automated production line for mattress cores is developed and the material flow optimized. This halves throughput times, making it possible to serve customers more efficiently. Overview FoamPartner – Head: Bart J. ten Brink – Presence: nine production, processing and sales locations in Europe, Asia and the USA; worldwide marketing through a partner sales network www.foampartner.com

–– FoamPartner steps up its market expansion in the Asia region – in China additionally through the FoamPartner Bock joint venture – and intensifies its sales activities in the technical foams segment. These efforts are bearing fruit, particularly in ceramic filters.

Net revenue in CHF m

2009

Investments in property, plant and   equipment and intangible assets in CHF m 116.8

2010

127.9

2011

124.6

2.3

Number of employees

444 3.4

450 5.1

455

23


Conzzeta – Annual report 2011  Business overview / Business units year

Sporting Goods – Mammut Sports Group Mammut Sports Group develops, manufactures   and markets innovative mountaineering, climbing and winter sports equipment. Important events in 2011 –– Mammut is 150 years old in 2012. The company is cele­ brating with the greatest summit project of all time. The starting signal is given in August 2011 when numerous prominent figures and top mountaineers climb the Jungfrau (4 158 m, Switzerland), the first of 150 peaks worldwide. –– The business unit begins construction of a European logistics center near Memmingen (Germany). This new central warehouse is the biggest investment in the company’s history. The facility will become the hub for all deliveries to customers in Europe.

Net revenue in CHF m

2009 2010 2011

24

–– With the acquisition of Snowpulse SA, a manufacturer of backpacks with integrated avalanche airbag systems, Mammut gains entry to the growing market for skitouring and freeriding snow sports.

Overview Mammut Sports Group – Head: Rolf G. Schmid  resence: worldwide sales network in over – P 80 countries; head offices, product development and rope manufacture in Seon (Switzerland); numerous production partners in Europe and Asia www.mammut.ch

Investments in property, plant and   equipment and intangible assets in CHF m 215.3 221.2 210.8

4.5

Number of employees

369

3.7

376 18.2

465


Conzzeta – Annual report 2011  Business overview / Business units year

Graphic Coatings – Schmid Rhyner Schmid Rhyner develops and manufactures   environmentally friendly print varnishes and   laminating adhesives for the graphical industry. Important events in 2011 –– Schmid Rhyner sells the biggest volume of varnish since the company was founded. –– Schmid Rhyner strengthens research and development with the construction of a new development laboratory. The expanded capacity makes it easier to optimize the existing range and shortens lead times for the development of new formulations for varnishes with novel prop­ erties.

Net revenue in CHF m

2009 2010 2011

–– The successful market launch of UV relief varnish applications for packaging on luxury goods opens doors for Schmid Rhyner to gain new customers.

Overview Schmid Rhyner – Head: Jakob Rohner – Presence: worldwide sales network in over 100 countries; one production site in Adliswil   (Switzerland); one subsidiary in New Jersey (USA) www.schmid-rhyner.ch

Investments in property, plant and   equipment and intangible assets in CHF m 43.2 46.6 48.1

1.1

Number of employees

45 1.5

47 1.8

48

25


Conzzeta – Annual report 2011  Business overview / Business units year

Real Estate – Plazza Immobilien Plazza Immobilien manages the Conzzeta Group’s portfolio of properties. Important events in 2011 –– The municipal assembly in Wallisellen is set to vote in 2012 on the development plan for a residential development with about 200 attractive apartments. The proj­ ect is delayed because of an objection from a neighbor.

–– All Plazza Immobilien’s over 500 residential properties are fully let.

–– The last remaining plots of land for apartment buildings in Rafz are sold. Overview Plazza Immobilien – Head: Ralph Siegle – Presence: properties throughout Switzerland www.plazza-immobilien.ch

Net revenue in CHF m

Investments in property, plant and   equipment and intangible assets in CHF m

2009

21.4

2010

20.9

0.1

16

2011

21.0

0.1

16

26

3.0

Number of employees

15


Corporate governance 28 29 30 34 36 37 37 37 38 38

Group structure and shareholders Capital structure Board of Directors Group Executive Board Content and method of determining compensation Shareholders’ participation rights Change of control and defensive measures Auditors Information policy Significant events since the balance sheet date


Conzzeta – Annual report 2011  Corporate governance

Corporate governance The Conzzeta Group attaches importance to a transparent management structure and open   dialogue. The Group is guided by the principles of the Swiss Code of Best Practice for Corporate   Governance, which it implements in accordance with its size and structure. It always acts in   compliance with legal requirements and urges its employees to do likewise.   The following report is based on the SIX Swiss   Exchange AG Directive on Information relating   to Corporate Governance, valid on December 31, 2011, in so far as applicable to Conzzeta AG.

1  Group structure and shareholders Group structure The Conzzeta Group is organized in seven business units: Sheet Metal Processing Systems, Glass Processing Systems, Automation Systems, Foam Materials, Sporting Goods, Graphic Coatings, and Real Estate. At Group level, Corporate Staff supports the activities of the holding company, Conzzeta AG, and the operational units. Conzzeta AG, with its registered offices in Zurich, has direct or indirect equity holdings in the companies listed on page 64 et seq. Conzzeta AG is the only company that is listed. The Conzzeta bearer share (Swiss security number 265 798, ISIN CH0002657986) is listed on the SIX Swiss Exchange AG. The market capitalization (bearer shares) as of December 31, 2011, was CHF 730 394 000; the total capitalization (registered and bearer shares) amounted to CHF 827 540 000.

Significant shareholders Percentage of shares represented

TEGULA AG, Zurich

Percentage of nominal capital

in %

in %

81.8

74.2

No disclosures were received in the reporting year.

This corporate governance report does not include issues which correspond to legal norms. In certain selected cases, so-called negative declarations are given. 28


Conzzeta – Annual report 2011  Corporate governance

2  Capital structure Capital and shares The share capital is fully paid-up. There was no authorized or conditional capital as of December 31, 2011.

Number of shares Share capital in CHF

Bearer shares  par CHF 100

Registered shares  par CHF 20

Total

406 000

270 000

676 000

40 600 000

5 400 000

46 000 000

Each share has one vote at the General Meeting of Shareholders. The dividend rights of the registered and bearer shares are proportional to the par value of the two share categories. Changes in share capital The share capital of Conzzeta AG has not changed in the last three reporting years. Limitations on transferability and nominee registrations The registered shares are not subject to any transferability limitations. Accordingly, nominees are listed in the share register.

29


Conzzeta – Annual report 2011  Corporate governance

3  Board of Directors

Jacob Schmidheiny

Matthias Auer

Thomas W. Bechtler

Werner Dubach

Philip Mosimann

Robert F. Spoerry

30


Conzzeta – Annual report 2011  Corporate governance

Guiding principle The Board of Directors provides a personnel and or­ga­ nizational framework for the company’s leadership   to exercise its responsibilities. The Board of Directors assesses the progress made toward achieving targets   as well as the financial results. In strategic decisions, it seeks to strike a balance between opportunities and risks in the context of financial sustainability. It delegates the responsibility for management, with comprehensive powers, to the members of the Group Executive Board, en­­abling the executives to strive proactively for business success.

Members of the Board of Directors Jacob Schmidheiny – lic. oec. publ. – born 1943 – Chairman of the Board of Directors – Member of the Board of Directors since 1977, serving as its Chairman since 1984 – In 1976, he became a member of the Executive Board of Zürcher Ziegeleien, today Conzzeta AG. From 1978 to 2001, he was President and Chief Executive Officer. The transition from the construction materials group to the present-day industrial holding company took place under his leadership. – Jacob Schmidheiny is Chairman of the Board of Directors of TEGULA AG, Zurich. Matthias Auer – Dr. iur. – born 1953 – Member of the Board of Directors since 1996 – He has practiced as a lawyer and notary public in Glarus since 1981. He is President of the Cantonal Council in Glarus. – Matthias Auer is a member of the Board of Directors of TEGULA AG, Zurich.

Werner Dubach – Dipl. Ing. Chem. ETH, MBA – born 1943 – Member of the Board of Directors since 1993 – He is Chairman of the Board of Directors of Datacolor AG, Lucerne. From 1998 to 2008, he was Chairman of the Board of Directors and Chief Executive Officer of Eichhof Holding AG, Lucerne. In 1983 he became CEO and a member of the board of Brauerei Eichhof. Between 1970 and 1983, he held various managerial posts within the Eichhof Group. – He is a board member of a number of start-up enterprises. Philip Mosimann – Dipl. Ing. ETH – born 1954 – Member of the Board of Directors since 2007 – He joined Bucher Industries AG, Niederweningen,   in 2001, becoming Chief Executive Officer in 2002. Between 1980 and 2001, Philip Mosimann held   a number of managerial positions with the Sulzer Group, Winterthur, including Sulzer Innotec AG (1980 – 1992), as Head of Division Sulzer ­Therm­tec (1992 – 1996) and as Head of Division Sulzer Textil, Rüti (1997 – 2000). Robert F. Spoerry – Dipl. Masch.-Ing. ETH, MBA – born 1955 – Member of the Board of Directors since 1996 – He is Chairman of the Board of Directors of Mettler-Toledo International Inc., Greifensee, which he also led as CEO from 1993 to 2007, and of Sonova Holding AG, Stäfa, and Vice-Chairman of the Board of Directors of Geberit AG, Jona. All members of the Board of Directors are Swiss nationals. No member is actively involved in the executive man­ agement of the Conzzeta Group, nor has been in the last three years. Apart from the role of shareholder, no member has significant business relations with the Group.

Thomas W. Bechtler – Dr. iur., LL.M. – born 1949 – Member of the Board of Directors since 1987 – Since 1982, he has been a member of the Board of Directors and CEO of Hesta AG, Zug. From 1975 to 1982, he held various managerial positions at Luwa AG. – Thomas W. Bechtler is Vice-Chairman of the Board of Directors of Sika AG, Baar, and a member of the Board of Directors of Bucher Industries AG, Niederweningen.

31


Conzzeta – Annual report 2011  Corporate governance

Election and term of office In accordance with the Articles of Incorporation, the Board of Directors comprises at least four and no more than eight members. It is elected for a term of three years. The last total renewal took place at the Annual General Meeting of Shareholders in 2011. The previous members of the Board were reelected in globo. There are no limitations on terms of office. Internal organization The Board of Directors acts as an integral body and does not appoint special committees. The Chairman is involved in and supervises the preparation of the bases for decisions by the Board of Directors and the implementation of those decisions. The substantive preparation and operational implementation of the Board’s decisions are the responsibility of the Group Chief Executive Officer. This applies in particular in matters of strategy, financing, personnel appointments and important individual transactions. The Group Chief Executive Officer, the Group Chief Financial Officer, the General Counsel and the Secretary to the Board attend Board meetings, unless the Board of Directors decides otherwise. In addition, heads of business units, senior executives from Group companies, and, on occasion, external consultants are also called upon to take part in Board meetings, depending on the specific topic to be discussed. The Board of Directors holds four or five ordinary half- to full-day sessions annually. Four such meetings were held in the year under review. Furthermore, the Board of Directors meets for discussions with business unit management and visits sites in Switzerland and abroad. In September 2011, Christian Thalheimer joined Conzzeta AG as Head of Corporate Services and Secretary to the Board. He succeeded Carlo Menotti, who left the company at the end of August 2011. Risk assessment: the Group has methodical procedures which serve the Board of Directors as a basis for its assessment of the business situation, as well as strategic, financial and operational risks. In addition to the financial reports and analyses (see “Instruments of information and control”), these include the internal control system as well as strategic and operative risk management. Please refer to page 63 for further details of the risk management process. The Conzzeta Group has no internal audit function.

32

Competences The Board of Directors has delegated responsibility for management of the Group’s business to the members of the Group Executive Board, in accordance with the powers set forth in the Articles of Incorporation. The members of the Group Executive Board and the management of the individual business units have extensive competences in regard to the strategic and operational management of the units assigned to them. It is their task, through the careful development of human, material and organizational resources, to deliver a competitive per­ formance in future-oriented industries as well as robust financial results. Decision-making competences are graded according to their significance and financial magnitude. The Board of Directors has the following main responsibilities: –– determination of the Group organization –– appointment of the members of the Group Executive Board –– supervision of Group management and evaluation of prospects and results –– determination of the Group’s strategic and financial goals –– ratification of the main features of the business unit strategies –– decisions on important investments, divestments, proj­ ects and financial obligations, the decision-making competence being limited to sums exceeding thresholds between CHF 3 million and CHF 10 million –– determination of the principles of accounting, financial planning, internal controlling and reporting –– ratification of the annual planning –– assessment of the risk situation of the Group, evaluating the opportunities and the sustainability in terms of human and financial resources.


Conzzeta – Annual report 2011  Corporate governance

Instruments of information and control The Conzzeta Group has a well-developed planning and information system. It is built from the base up, becoming increasingly concentrated towards the top. The Board of Directors is informed verbally and in writing about the strategies, plans and results of all business units. The Board of Directors receives monthly written reports comprising the main key figures and a commentary on important events. Every three months, the Board of Directors receives a detailed report with the complete financial statements of the business units and the Group, and comprehensive management reports. On an annual basis, the Board of Directors is presented with the medium-term and annual planning as a basis for its decisions on these matters. The Board of Directors also receives a report on the risk situation (see also page 63), the management letter of the auditors and the report on the employee pension funds. The Board of Directors deals in depth, in a rotating cycle, with key strategic questions at Group and business unit level. At the invitation of the Board of Directors, the individual business units present their situation and plans. Special documentation is produced for important individ­ ual transactions and presented at Board meetings by those responsible. The Chairman of the Board of Directors takes part in the strategy meetings of the business units, as well as in some closing discussions and project meetings.

33


Conzzeta – Annual report 2011  Corporate governance

4  Group Executive Board

Robert Suter

Bart J. ten Brink

André Brütsch (as of Jan. 1, 2012)

Richard Jakob (until Dec. 31, 2011)

Kaspar W. Kelterborn

Martin Pfister

Jakob Rohner

Rolf G. Schmid

Ralph Siegle

Ferdi Töngi

34


Conzzeta – Annual report 2011  Corporate governance

Members of the Executive Board Robert Suter – Dipl. Ing. ETH, MBA – born 1958 – Group Chief Executive Officer since 2009 – Starting in 1995, Robert Suter worked for ABB in a number of management positions, most recently as a member of management of the Transformers business unit with worldwide responsibility for the Small Power and Traction Transformers product group. Between 2000 and 2005, he was head of the High Voltage Products business unit and also served as head of ABB operations in Korea. From 1995 to 1999, Robert Suter was CEO at Micafil. Before 1995, he worked at Cellpack AG (as division head in Canada and Switzerland) and at Oerlikon Contraves AG as a development engineer in the aerospace field. Bart J. ten Brink – Dipl. Ing. VAT Tilburg, Netherlands – born 1964 – Head of the Foam Materials business unit since 2009 – From 1991, he served in various management and senior management positions within the international foam manufacturing group Recticel N.V., for the last ten years as head of two strategic business units, composite foams and acoustical products, with worldwide responsibility. From 1995 to 1998, he was responsible, as Technical Director and Industrial Manager, for the Nordflex Group Scandinavia (joint venture of Recticel Int. and Shell Scandinavia). Between 1992 and 1995, he served as Plant Manager of Recticel Industry Buren. Bart J. ten Brink is a Dutch citizen. André Brütsch – Dipl. Ing. ETH – born 1958 – Head of the Glass Processing Systems business unit since January 1, 2012 – From 2005 to 2011, he was General Manager of Bystronic Laser AG, which is part of the Sheet Metal Processing Systems business unit of the Conzzeta Group, and from 2008 also head of division operations at Bystronic. From 1988 to 2004, he worked for various companies belonging to the Georg Fischer Group. He held management positions in the Charmilles division between 1994 and 2004, and took overall charge of the division from 2003 to 2004 as CEO of Charmilles Technologies SA, Meyrin. Richard Jakob – Dipl. El.-Ing. ETH – born 1950 – Head of the Glass Processing Systems business unit from 2007 to December 31, 2011 – He served in various positions within the Schindler Group, most recently heading the corporate task force. From 2000 to 2005, he was Senior Vice-President in charge of the Eastern

Europe and later Northern Europe market regions. Before that he was responsible for the new installations and assembly profit center as a member of executive management of Schindler Switzerland, in charge of the home market business at Schindler France, and was General Manager for various market regions in Switzerland. Kaspar W. Kelterborn – lic. oec. HSG – born 1964 – Group Chief Financial Officer since 2006 – From 2003 until mid 2005, he was CFO and a member of the Executive Board of Unaxis Group. From 1996 to 2002, he worked for the Clariant Group in international postings and held various senior management positions in the area of finance and controlling, including head   of finance of a worldwide division headquartered in Manchester, England, from 2000 to 2002, CFO for the ASEAN region headquartered in Singapore from 1998 to 2000, and CFO at country level in Spain and Thailand from 1996 to 1998. Between 1992 and 1995, he worked for Sandoz International AG in Switzerland and abroad. Martin Pfister – Engineer FH, BSc in economics, MBA – born 1966 – Head of the Automation Systems business unit since 2005 – He joined the Conzzeta Group in 2004 as CEO of the former Seckler AG. From 2002 to 2004, he was CEO of Feintool Automation AG, Aarberg. Between 1996 and 2001, he served in various leading and management functions in the machine industry. Jakob Rohner – Dipl. Ing. HTL, MBA – born 1958 – Head of the Graphic Coatings business unit since   2011 – From 2009 to 2011, he held a consultancy brief with Ivers-Lee AG, Burgdorf. From 2007 to 2009,   he was Chief Executive Officer of Cham Paper Group, Cham. Prior to that, from 2000 to 2006, he was Chief Executive Officer at HTS Suisse SA, Glattbrugg. From 1993 to 1999, he held various leading positions at Papierfabrik Biberist, which was part of the Metsa Serla Group. Rolf G. Schmid – lic. oec. HSG – born 1959 – Head of the Sporting Goods business unit – He joined the Conzzeta Group in 1996 as Head of the sports division of Arova Mammut AG. He took over as CEO of today’s Mammut Sports Group AG in 2000. Between 1985   and 1995, he held leading positions in the pharma­ ceutical industry as well as in the watch and tourism 35


Conzzeta – Annual report 2011  Corporate governance

industries. – Rolf G. Schmid is a member of the Executive Board of economiesuisse and a member of the Board of Directors of CF Holding AG, St. Gallen, and Kuhn Rikon AG, Zell. Ralph Siegle – Fed. dipl. in real estate management – born 1959 – Head of the Real Estate business unit since 2003 – From 2002 to 2003, he was in charge of portfolio management at Mobimo AG, Zollikon. Between 1993 and 1998, he was a team leader at Livit Immobilien Management AG, Zurich, becoming head   of property management and a member of management in 1999. Ferdi Töngi – Engineer FH, MBA – born 1951 – Head of the Sheet Metal Processing Systems business unit since 2002 – He joined the Conzzeta Group in 2000 as Head of the Machinery and Systems Engineering business unit. From 1997 until 1999, he was Head of Division Europe North and a member of Group management at AGIE Charmilles Group, Losone and Geneva. Between 1992 and 1996, he was a member   of Group management at AGIE Group, Losone, with responsibility for marketing, sales and customer services. From 1974 to 1989, he held various management positions in the precision instrument and machine industry. With the exception of Bart J. ten Brink, all members of the Group Executive Board are Swiss nationals.

36

5 Content and method of determining compensation The amount of compensation received by the members of the Board of Directors and of the Group Executive Board is reported in the notes to the financial statements of Conzzeta AG (page 71). It is comparable with the previous year’s level. In accordance with the Articles of Incorporation, the members of the Board of Directors determine their own compensation on an annual basis, taking account of the personal contribution that each has made and the financial situation of the company. The members of the Group Executive Board receive a salary comprising a fixed and a variable part. In determining the fixed salary, the individual responsibility and experience of the person concerned is taken into consideration. The variable part (bonus) is between 11 and 44 % of the gross compensation. It is determined by fair consideration, taking account of the overall situation, at the end of the financial year and paid out in a single cash sum. Progress in achieving strategic and operational business-unit goals and the situation in the respective markets are taken into consideration. Great importance is attached to the long-term orientation, the culture of cooperation and the advancement of the employees. No formalized calculation models are used to determine compensation packages. On the one hand, this is in order to ensure a comprehensive and situation-specific appraisal of performance, and on the other, because appropriate appraisal is considered to be a management responsibility and part of the performance review. A proposal regarding the compensation packages for the members of the Group Executive Board is submitted by the Group Chief Executive Officer to the Chairman of the Board of Directors for approval. The Chairman of the Board of Directors determines the compensation to be paid to the Group Chief Executive Officer, decides on the proposed compensation for the other members of the Group Executive Board and informs the Board of Directors once a year about all compensation packages. There are no share or option participation programs for or loans to members of the Board of Directors or the Group Executive Board.


Conzzeta – Annual report 2011  Corporate governance

6  Shareholders’ participation rights Restriction of voting rights and representation Every bearer share and every registered share has one vote at the General Meeting of Shareholders. The registered shares of Conzzeta AG are not subject to restrictions of voting rights. Statutory quora (Article 10 of the Articles of Incorporation) A resolution of the General Meeting of Shareholders which carries at least two-thirds of the represented votes and an absolute majority of the par value of the represented shares is required for: 1 – changes to the Articles of Incorporation 2 – changes to the share capital 3 – the limitation or annulment of subscription rights 4 – the liquidation of the company Subject to Article 704 CO, the General Meeting of Shareholders passes all other resolutions and decides its elections by an absolute majority of the votes cast, excluding blank and invalid ballots. Convocation of the General Meeting of Shareholders (Article 7 of the Articles of Incorporation) The Articles of Incorporation have no rule which differs from applicable legal standards. The invitation to Annual and Extraordinary General Meetings is issued by the Board of Directors, or by the auditors as the case may be, no later than 20 days before the date of the meeting. The invitation, which sets out an agenda of matters for discussion, the proposals of the Board of Directors and – where applicable – of shareholders who have demanded the convocation of the General Meeting or the inclusion of an item on the agenda, is published in the Swiss Official Gazette of Commerce. Agenda (Article 7 of the Articles of Incorporation) Shareholders who represent shares with a par value of  at least CHF 1 million can demand the inclusion of an item on the agenda. The request must be submitted to the company at least 40 days before the General Meeting of Shareholders.

Registrations in the share register (Article 4 of the Articles of Incorporation) From the date of invitation to a General Meeting of Shareholders up to the day after the General Meeting itself, no registrations will be accepted in the share register.

7 Change of control and defensive measures Duty to make an offer (Article 5 of the Articles of Incorporation) Opting out: persons or companies acquiring shares in  the company are not under obligation to make an offer in accordance with the Federal Act on Stock Exchanges and Securities Trading.

8  Auditors Duration of the mandate and term of office of the auditor in charge The statutory auditors of Conzzeta AG and group auditors since 1939 are KPMG AG in Zurich, or its legal predecessor. The auditor in charge, Hanspeter Stocker, has held this position since the 2010 business year. Auditing fees and additional fees In the reporting year, the auditors submitted accounts for the following fees: Auditing fees: CHF 448 520 Additional fees for tax advice and consultancy regard-  ing accounting standards as well as voluntary reviews: CHF 74 820 Informational instruments pertaining to the auditors The Chairman represents the Board of Directors vis-à-vis the auditors. After hearing the auditors and the Group Chief Financial Officer, the Chairman determines the main points the company wishes to be covered by the audit. He discusses the audit results with the auditors, along with the Group Chief Executive Officer and the Group Chief Financial Officer, and assesses the results. The Group Chief Financial Officer adopts the recommended improvements. The Board of Directors takes note of the auditors’ reports which are commented upon by the head auditor at an ordinary meeting of the Board of Directors. The Chairman and the Group Chief Financial Officer brief 37


Conzzeta – Annual report 2011  Corporate governance

the Board of Directors about their assessment and the measures adopted. They inform the Board of Directors about the auditing costs and give their opinion of the quality of the audit services provided. Unless there is  a compelling reason to do so, the Board of Directors makes no further assessment.

9  Information policy The company publishes an annual report as of December 31 and an interim report as of June 30. Interested parties are informed about the financial statements and other important events in writing. A conference is held for media representatives and financial analysts in con­ junction with the publication of the annual report as of December 31. The consolidated financial statements in accordance with Swiss GAAP FER give a true and fair view of the actual circumstances. This and other information about the company, calendar dates and contacts can be found at www.conzzeta.ch/investors

10 Significant events since the balance sheet date With effect from January 1, 2012, André Brütsch succeeded Richard Jakob as Head of the Glass Processing Systems business unit and became a member of the Group Executive Board of Conzzeta. Richard Jakob left the Group Executive Board on December 31, 2011.

38


Financial report

Consolidated financial statements

41 42 43 44 45 64 66

Income statement Balance sheet Cash flow statement Statement of changes in shareholders´ equity Notes to the consolidated financial statements List of consolidated companies by business unit Statutory auditor’s report

Financial statements of Conzzeta AG

68 69 70 73 75

Income statement Balance sheet Notes to the financial statements Additional information on the financial statements Proposed appropriation of available earnings and reserves 76 Statutory auditor’s report


Conzzeta – Annual report 2011 Financial report


Conzzeta – Annual report 2011 Financial report

Consolidated income statement – Group 2011

2010

Notes

CHF m

CHF m

Net revenue

3

1 128.118

1 051.943

Changes in inventory and own work capitalized

4

Total revenue

23.920

25.916

1 152.038

1 077.859

Cost of materials

5

– 579.680

– 531.674

Personnel expenses

6

– 281.199

– 269.216

Other operating expenses

7

– 191.964

– 185.539

16, 17

– 34.024

– 31.524

18

– 3.309

– 3.020

61.862

56.886 – 2.605

Depreciation on property, plant and equipment, and financial assets Depreciation on intangible assets Operating result Financial result

8

3.482

Result from unconsolidated investments

9

0.006

0.123

65.350

54.404

Ordinary result before taxes Extraordinary result

1.149

5.400

66.499

59.804

– 14.360

– 8.228

Minority interests

– 0.050

– 0.117

Group result

52.089

51.459

10

Result before taxes Taxes

11

41


Conzzeta – Annual report 2011 Financial report

Consolidated balance sheet at December 31 – Group

Notes

2011

2010

CHF m

CHF m

388.163

404.008

Assets Cash and cash equivalents Securities

12

94.325

106.903

Trade receivables

13

216.491

167.704

Prepayments to suppliers Other receivables

7.944

5.088

14

21.573

18.109

7.402

8.799

15

246.857

204.430

982.755

915.041

Prepaid expenses and accrued income Inventories Current assets Property, plant and equipment

16

315.633

320.330

Financial assets

17

42.739

45.044

Intangible assets

18

11.082

7.152

Fixed assets

369.454

372.526

Total assets

1 352.209

1 287.567

106.589

89.386

43.128

34.293

12.247

6.592

Liabilities and shareholders’ equity Trade payables Advance payments from customers

19

Short-term financial liabilities Other short-term liabilities

20

12.094

10.433

Accrued expenses and deferred income

21

71.390

66.232

Short-term provisions

22

20.659

24.532

266.107

231.468

8.737

8.876

0.086

0.084

0.544

0.435

Short-term liabilities Long-term financial liabilities

23

Other long-term liabilities Pension fund liabilities

27

Long-term provisions

22

Long-term liabilities Share capital Capital reserves

24

63.681

63.973

73.048

73.368

46.000

46.000

19.392

1.600

947.662

934.834

1 013.054

982.434

Shareholders’ equity including minority interests

1 013.054

982.731

Total liabilities and shareholders’ equity

1 352.209

1 287.567

Retained earnings Shareholders’ equity excluding minority interests Minority interests

42

0.297


Conzzeta – Annual report 2011 Financial report

Consolidated cash flow statement – Group 2011 Notes

Group result Minority interests in net income Depreciation Impairments

2010

CHF m

CHF m

52.089

51.459

0.050

0.117

30.234

32.817

7.099

1.727

Gain on disposal of fixed assets and business activities

– 0.898

– 7.389

Change in provisions and pension fund liabilities

– 7.470

– 7.462

Other non-liquidity-related positions

– 3.685

– 2.189

Cash flow from operating activities before change in working capital

77.419

69.080

Change in inventories

– 41.485

– 18.036

Change in trade receivables

– 48.049

– 15.638

Change in prepayments to suppliers

– 2.617

– 0.906

Change in other receivables, prepaid expenses and accrued income

– 1.842

– 5.659

Change in trade payables

16.731

33.161

8.200

12.198

Change in advance payments from customers Change in other liabilities, accrued expenses and deferred income Cash flow from operating activities Investment in property, plant and equipment

16

Divestment of property, plant and equipment Investment in financial assets and securities Divestment of financial assets and securities

9.798

1.470

18.155

75.670

– 35.529

– 18.034

7.021

2.367

– 2.572

– 72.978

18.244

23.896

Investment in intangible assets

18

– 4.607

– 3.097

Acquisition of business activities

25

– 1.975

Divestment of business activities

25

Cash flow from investing activities Cash flow from operating and investing activities (free cash flow) Dividends Change in minority interests

26

9.748 – 19.418

– 58.098

– 1.263

17.572

– 18.400

– 13.800

– 0.313

Change in short-term financial liabilities

4.886

Change in long-term financial liabilities

– 0.166

Change in other long-term liabilities Cash flow from financing activities Effect of currency translation on cash and cash equivalents

1.035 0.614 – 0.038

– 13.993

– 12.189

– 0.589

– 4.659

– 15.845

0.724

Cash and cash equivalents at 1 / 1

404.008

403.284

Cash and cash equivalents at 12 / 31

388.163

404.008

Change in cash and cash equivalents

43


Conzzeta – Annual report 2011 Financial report

Consolidated statement of changes in shareholders’ equity at December 31 – Group Share capital

Agio/ capital reserves

Retained earnings Currency translation effects

Other retained earnings

Value fluctuation financial instruments

Total excl. minority interests

Minority interests

Total incl. minority interests

CHF m

CHF m

CHF m

CHF m

CHF m

CHF m

CHF m

CHF m

46.000

1.600

– 44.213

973.900

0.804

978.269

Shareholders’ equity At 12 / 31 / 2009

978.091

0.178

Group result 2010

51.459

51.459

0.117

Dividend payment

– 13.800

– 13.800

– 13.800

1.362

1.362

1.362

– 34.678

0.002

– 34.676

2.166

982.434

0.297

982.731

0.050

52.139

51.576

Changes resulting from hedging transactions Currency translation effects At 12 / 31 / 2010

– 34.678 46.000

1.600

– 78.891

1 011.559

Reclassification of capital contributions

– 17.792

-

Group result 2011

17.792

52.089

52.089

Dividend payment

– 18.400

– 18.400

0.027

0.027

Acquisition of minority interests

– 18.400 – 0.340

– 0.313

Changes resulting from hedging transactions

– 2.224

Currency translation effects At 12 / 31 / 2011

– 0.872 46.000

19.392

– 79.763

1 027.483

– 0.058

– 2.224

– 2.224

– 0.872

– 0.007

– 0.879

1 013.054

-

1 013.054

The reclassification of capital contributions amounting to CHF 17.8 million was made in accordance with the revaluation of the reserves from capital contributions in conformity with the Swiss Federal Law on Withholding Tax and was approved by the Swiss Federal Tax Administration.

44


Conzzeta – Annual report 2011 Financial report

Notes to the consolidated financial statements General principles The consolidated financial statements comprise the audited financial statements of the Group companies of Conzzeta AG at December 31, using accounting policies which are consistent throughout the Group and in accordance with Swiss GAAP FER. For the 2011 consolidated financial statements, the historical costs have been reported using the same valuation policies and basis as in the previous year. The principle of individual valuation has been applied to assets and liabilities.

Consolidation principles Scope and method of consolidation The consolidated financial statements include the financial statements of Conzzeta AG and of all companies directly or indirectly controlled by Conzzeta AG, through investments with more than 50 % of the votes or by another means, and uniformly managed. These investments are fully consolidated. The share of the minority shareholders in the net assets and net result is disclosed separately. Investments with 50 % of the voting rights are consolidated on a pro rata basis in accordance with the share in the capital. Intragroup receivables and payables as well as expenses and income are offset against each other, and intragroup profits have been eliminated. The assets and liabilities of companies included in the consolidation for the first time are valued at current values. Goodwill arising from this revaluation is capitalized and amortized to the income statement. First-time consolidations are included from the date on which control is acquired; deconsolidations from the date on which control is relinquished. Investments in associates (at least 20 %, but less than 50 % of the voting rights) are accounted for under the equity method. Other minority interests are valued at acquisition cost, less any necessary provisions for diminution in value. A list of the consolidated companies and the associated companies can be found on page 64 et seq.

Foreign currency translation The financial statements of foreign Group companies are prepared in their respective functional currencies and translated into CHF as follows: –– balance sheets at year-end exchange rates –– income statements at annual average rates –– cash flow statements at annual average rates The resulting translation differences, as well as foreign currency gains and losses on long-term, equitylike loans to Group companies, are taken directly to the consolidated shareholders’ equity. All gains and losses resulting from transactions in foreign currencies as well as adjustments to foreign currency balances at the balance sheet date are recognized in the income statement.

45


Conzzeta – Annual report 2011 Financial report

Accounting and valuation policies Cash and cash equivalents Cash and cash equivalents include cash on hand, postal checking and bank account balances as well as fixed-term deposits with a maximum residual term of 90 days.

Securities The securities are marketable, readily realizable monetary and capital investments (including structured financial products). They are shown at market value.

Receivables Trade receivables and other receivables are shown at invoiced amounts, less appropriate provisions for debtors’ risks. Specific provisions for bad debts are accounted for where required.

Inventories Inventories are shown at the lower of acquisition or production cost and fair value less cost to sell. Production cost is calculated without imputed interest. Discounts are recognized as purchase price reductions. Provisions are made for inventories that are difficult to realize or slow-moving.

Property, plant and equipment Land has been valued at acquisition cost less impairment adjustments. Other tangible fixed assets are valued at acquisition or production cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset. Estimated useful lives are as follows:

Properties for rent

30 to 45 years

Factory buildings

30 to 40 years

Plant and machinery

5 to 12 years

Tools, fixtures and fittings, vehicles

2 to 8 years

IT hardware and office machinery

3 to 5 years

As a result of the Group’s diversified business activities, it has a broad range of fixed assets, and the useful lives of property, plant and equipment vary.

46


Conzzeta – Annual report 2011 Financial report

Financial assets Financial assets are valued at acquisition cost, less appropriate provisions for value adjustments. Also recognized in the financial assets are employer contribution reserves not subject to renounced use.

Intangible assets Intangible assets include goodwill arising from the acquisition of business activities as well as of formulas, licenses, trademarks and software. Goodwill and other intangible assets are generally amortized to the income statement over their estimated useful life using the straight-line method. Normally, this is five years for goodwill and between three and five years for software and licenses.

Impairment of assets The value of assets is assessed at regular intervals. Where there are signs of loss of value, the realizable value is reassessed. If the book value exceeds the realizable value, an additional depreciation adjustment is made.

Liabilities Liabilities are usually recognized in the balance sheet at invoiced amounts.

Provisions Provisions are formed when an event likely to give rise to an obligation occurs prior to the balance sheet date, and the amount involved and / o r the settlement date are uncertain, but can be estimated. This obligation can have legal or factual grounds. In the case of land which contains waste or noxious materials, there is a legal obligation to undertake measures for remediation or decontamination.

Deferred taxes Deferred income tax is provided for all temporary differences arising between the tax bases of assets and liabilities and their carrying value for reporting purposes, using the currently enacted tax rates on an entity level. Movements in the deferred tax provision are included in the tax position in the income statement. Deferred taxes for loss carry-forwards are only capitalized when in all probability future taxes on profits can be offset.

47


Conzzeta – Annual report 2011 Financial report

Employee pensions The pension obligations of Group companies in respect of retirement, death and disability benefits are based on local rules and customs in each country. Regular contributions are paid to government bodies, autonomous pension funds or insurance companies. The pension and benefit payments and outstanding benefits during the accounting period and the regular contributions to the various pension funds are charged to the income statement. The private pension plans are principally those existing in Switzerland. They are for the creation of retirement assets for conversion into fixed pensions, with additional risk benefits. These are valued and presented in accordance with the standards of Swiss GAAP FER 16. Any actual economic impact of the pension funds on the company is calculated at the balance sheet date. An economic benefit is only capitalized when this is to be used for the future service cost of the company. An economic obligation is recognized as a liability when the requirements for the formation of a provision are met. Freely available employer contribution reserves are shown as assets. The difference between the annually determined economic benefits and obligations and the change in the employer contribution reserves are included in the income statement. The summarized statement for the autonomous pension funds in Switzerland is valued in accordance with Swiss GAAP FER 26 and shown on page 80 et seq. Actuarial reviews are undertaken on a regular basis.

Research and development Research and development costs are fully charged to the income statement.

Extraordinary result The extraordinary result shows gains and losses from non-recurring transactions which do not form part of the operational core business. These comprise primarily the sale of non-operational real estate and divestment of business activities. The plots of land in question derive almost exclusively from the properties owned by the former tile and brick works and the construction materials businesses.

Derivative financial instruments Forward exchange contracts and options are used to hedge against some currency risks arising from business operations. Hedge transactions, like the underlying transactions, are shown at market value and recognized in the balance sheet as accrued income or expense. Value changes on hedge transactions against future currency risks will be shown directly in equity until completion of the underlying transaction.

48


Conzzeta – Annual report 2011 Financial report

Additional notes to the consolidated financial statements 1  Changes in the scope of consolidation Purchase of investments: With effect from July 1, 2011, the Sporting Goods business unit acquired Snowpulse SA in Bagnes (Switzerland), a company which develops and produces backpacks with an integrated avalanche airbag system. On the same date, Mammut Sports Group AG in Seon (Switzerland) increased its holding in Mammut Sports Group Japan Inc. in Tokyo (Japan) from 80 % to 100 %. Mammut Sports Group AG absorbed Snowpulse SA through merger on December 7, 2011. The present structure of the Group companies is shown on page 64 et seq.

2  Currency translation rates Year-end exchange rates 2011

Year-end exchange rates 2010

Annual average rates 2011

Annual average rates 2010

CHF

CHF

CHF

CHF

Euro area

1 EUR

1.22

1.25

1.23

1.38

USA

1 USD

0.94

0.94

0.89

1.04

Great Britain

1 GBP

1.46

1.45

1.42

1.61

Sweden

100

SEK

13.64

13.95

13.67

14.48

China

100 CNY

14.90

14.17

13.72

15.39

South Korea

100 KRW

0.08

0.08

0.08

0.09

Japan

100

JPY

1.21

1.15

1.11

1.19

1 SGD

0.72

0.73

0.71

0.76

Singapore

49


Conzzeta – Annual report 2011 Financial report

Consolidated income statement 3  Net revenue CHF m

%

1 051.9

100.0

– 101.9

– 9.7

– divestments

– 10.6

– 1.0

– acquisitions

3.3

0.3

185.4

17.6

76.2

7.2

Net revenue 2010 Changes in Group revenue 2011 due to: – currency translation effects

– changes in quantity and price Total change Net revenue 2011

1 128.1

The divestment effect is due to the disposal of the Toko product line, with effect from September 1, 2010. The acquisition effect is due to the acquisition of Snowpulse SA in Bagnes (Switzerland), with effect from July 1, 2011. 2011

2011

2010

2010

CHF m

%

CHF m

%

Sheet Metal Processing Systems

503.0

44.6

410.9

39.1

Glass Processing Systems

150.2

13.3

167.5

15.9

70.0

6.2

56.4

5.4

Foam Materials

124.6

11.0

127.9

12.2

Sporting Goods

210.8

18.7

221.2

21.0

Graphic Coatings

48.1

4.3

46.6

4.4

Real Estate and miscellaneous revenue

21.4

1.9

21.4

2.0

1 128.1

100.0

1 051.9

100.0

2011

2011

2010

2010

CHF m

%

CHF m

%

Switzerland

155.4

13.8

160.3

15.2

Euro area

365.7

32.4

360.2

34.2

Rest of Europe

176.1

15.6

140.5

13.4

Total Europe

697.2

61.8

661.0

62.8

North and South America

198.3

17.6

143.9

13.7

Asia and Pacific

222.8

19.7

242.1

23.0

Africa

9.8

0.9

4.9

0.5

Total

1 128.1

100.0

1 051.9

100.0

Net revenue by business unit

Automation Systems

Total

Net revenue by geographic area

50


Conzzeta – Annual report 2011 Financial report

4  Changes in inventory and own work capitalized

Change in inventory

2011

2010

CHF m

CHF m

23.9

25.6

Own work capitalized Total

0.3 23.9

25.9

The change in inventory is due to the change in inventories of semifinished products, work in progress and finished products.

5  Cost of materials Cost of materials summarizes the overall cost of raw materials, intermediates and supplies, as well as merchandise held for resale and expenses for third-party manufacturing, handling or processing of the Group’s products (external services). Changes in inventories of semifinished products, work in progress and finished products have a significant influence on the cost of materials in relation to total revenue.

6  Personnel expenses 2011

Wages and salaries Social security benefits Other personnel expenses Total

2010

CHF m

CHF m

233.7

224.7

40.5

41.3

7.0

3.2

281.2

269.2

In addition to contributions to state pension plans, social security benefits include the contributions to pension funds described in note 27 on page 61.

7  Other operating expenses Other operating expenses include the cost of repairs and maintenance on property, plant and equipment, sales provisions, expenses for guarantees, assembly, transport and energy, as well as sundry expenses for production, development, sales and administration.

51


Conzzeta – Annual report 2011 Financial report

8  Financial result

Financial income Financial expenses Total

2011

2010

CHF m

CHF m

4.4

3.2

– 0.9

– 5.8

3.5

– 2.6

Interest income rose by CHF 0.5 million. Combined with currency gains of CHF 0.7 million on the valuation of liquid assets, on short-term or repaid loans between Group companies, and other financial assets, this resulted in a CHF 1.2 million rise in financial income. The interest expense of CHF 0.9 million arises, inter alia, from the financing of sites abroad. In the previous year, financial expenses included currency losses of CHF 5.1 million on the valuation of liquid assets, on short-term or repaid loans between Group companies, and on other financial assets.

9  Result from unconsolidated investments The result from unconsolidated investments comprises gains and losses from associated companies.

10  Extraordinary result The extraordinary result amounting to CHF 1.1 million comprises CHF 0.6 million from the reversal of provisions no longer required, arising from the sale of business activities, and CHF 0.5 million from the sale of land in Switzerland. The previous year’s figure of CHF 5.4 million included proceeds from the sale of a product line in the Sporting Goods business unit as well as from the sale of real estate.

11  Taxes

Current taxes on income Deferred taxes Total

2011

2010

CHF m

CHF m

13.4

8.8

1.0

– 0.6

14.4

8.2

Current taxes on income include taxes paid and owed on taxable income of the individual companies in accordance with local tax laws. The taxable results of subsidiaries belonging to the tax group in Germany are transferred to the controlling company, Conzzeta Holding Deutschland AG. Deferred taxes are calculated individually per tax subject using the actual expected tax rate. The deferred tax expenses are due to the net formation of temporary differences. Current taxes on income were reduced by CHF 1.9 million (previous year: CHF 4.4 million) by recognizing tax-loss carryforwards to offset taxable income. The average Group tax rate is expected to be 21.1 % (20.2 %).

52


Conzzeta – Annual report 2011 Financial report

Consolidated balance sheet 12  Securities The securities are fixed-interest bonds denominated in CHF and shares in a CHF money-market fund.

13  Trade receivables

Trade receivables

2011

2010

CHF m

CHF m

235.8

186.6

Provision

– 19.3

– 18.9

Total

216.5

167.7

Trade receivables increased as a result of the strong sales performance in the last few months of the year. For doubtful accounts, individual and overall value adjustments have been deducted. The overall provision is based on the experience of the respective company.

14  Other receivables Other receivables consist mainly of recoverable value-added tax and other tax credits.

15  Inventories 2011

2010

CHF m

CHF m

Raw materials and supplies

71.5

69.0

Merchandise for resale

51.6

33.3

Semifinished products and work in progress

61.5

46.5

Finished products

62.3

55.6

246.9

204.4

Total

Most of the increase in merchandise for resale is attributable to the Sporting Goods business unit. The increase in the other inventories is due to the rising order volume and to work in progress at the reporting date in Machinery and Systems Engineering. Overall, the value adjustments on inventories amounted to CHF 45.3 million (previous year: CHF 38.1 million). This includes CHF 2.5 million in impairments arising from the restructuring decision in the Glass Processing Systems business unit.

53


Conzzeta – Annual report 2011 Financial report

16  Property, plant and equipment Undeveloped real estate

Properties for rent

Factory buildings

Plant and machinery

Fixtures and fittings, vehicles

Assets under construction

Total property, plant and equipment

CHF m

CHF m

CHF m

CHF m

CHF m

CHF m

CHF m

At 12 / 31 / 2009

15.2

234.9

1.4

Currency translation effects

– 0.4

Cost 259.9

181.2

57.8

– 14.4

– 10.8

– 3.6

Changes in scope of consolidation Additions

– 0.1

– 0.2

3.1

8.1

5.5

750.4 – 29.2 – 0.3

1.3

18.0

Disposals

– 0.2

– 1.6

– 1.0

– 3.1

– 4.3

Reclassifications

– 0.2

– 0.6

– 0.2

2.2

– 0.5

– 1.1

– 0.4

Cost at 12 / 31 / 2010

14.4

232.7

247.4

177.5

54.7

1.6

728.3

– 1.5

– 0.4

– 0.3

0.4

– 1.8

Currency translation effects Changes in scope of consolidation

0.1

Additions Disposals

0.1

1.2

5.2

8.6

– 0.7

– 4.7

– 3.4

– 4.1

– 5.0

– 0.1

0.4

13.7

228.0

243.6

178.7

58.0

1.8

123.9

106.5

127.4

40.9

400.5

– 4.1

– 7.4

– 2.6

– 14.1

– 0.1

– 0.1

– 0.2

6.9

10.6

6.7

29.5

0.8

0.9

– 0.6

– 2.8

– 3.9

– 9.1

– 0.6

0.6

– 0.3

– 0.3

108.9

129.2

40.7

– 0.4

– 0.6

– 0.3

– 1.3

Reclassifications Cost at 12 / 31 / 2011

– 10.2

20.5

35.5 – 17.9

– 0.9

– 0.6

21.6

743.6

Accumulated depreciation At 12 / 31 / 2009 Currency translation effects Changes in scope of consolidation Ordinary depreciation

5.3

Extraordinary depreciation Disposals

– 0.2

– 1.6

Reclassifications

1.7

Accumulated depreciation at 12 / 31 / 2010

1.6

127.6

Currency translation effects Changes in scope of consolidation

-

0.1

408.0

0.1

Ordinary depreciation

5.3

6.5

9.8

5.6

27.2

Extraordinary depreciation

1.9

3.3

0.5

0.1

5.8

– 2.4

– 1.0

– 4.0

– 4.4

– 11.8

1.6

132.4

117.3

135.0

41.7

-

428.0

12.8

105.1

138.5

48.3

14.0

1.6

320.3

12.1

95.6

126.3

43.7

16.3

21.6

315.6

Disposals Accumulated depreciation at 12 / 31 / 2011 Net book value of property, plant and equipment at 12 / 31 / 2010 Net book value of property, plant and equipment at 12 / 31 / 2011

54


Conzzeta – Annual report 2011 Financial report

The fire insurance value of property, plant and equipment amounts to CHF 916.8 million (previous year: CHF 906.2 million). Of this, CHF 617.6 million comprises building insurance values (CHF 628.6 million). Additions under plant and machinery include a major investment in the Foam Materials business unit to improve logistics at the Wolfhausen (Switzerland) plant. The figure for fixtures, fittings and vehicles includes major expenditure in the Sporting Goods business unit on monobrand stores and shop-in-shop concepts at various locations in Europe and Japan. The additions in assets under construction comprise several new building and expansion projects. The Sheet Metal Processing Systems is investing in a large-scale processing center at the existing site in Tianjin (China) and building a second factory at a new location in Tianjin (China). The Sporting Goods business unit is building a new central storage facility to serve the whole of Europe at Wolfertschwenden (Germany). It is planned to move into the two new buildings at the end of 2012. The Foam Materials business unit recorded a major investment in capacity expansion at the production plant in Changzhou (China) as an addition in assets under construction. The disposals under properties for rent include the sale of a building from a discontinued business activity in Switzerland. The Sporting Goods business unit was able to sell the land and building at the former site in Memmingen (Germany). These transactions are recorded in the disposals under undeveloped real estate and factory buildings. The extraordinary depreciation on properties for rent comprises a value adjustment on the book value of an empty building in Switzerland that is due for demolition. In view of the restructuring decision in the Glass Processing Systems business unit to consolidate the production of machinery and systems for architectural glass in Germany at the Neuhausen-Hamberg site, value adjustments amounting to CHF 3.8 million were made on factory buildings and plant and machinery at the Gunzenhausen site.

17  Financial assets

Non-consolidated investments Long-term receivables and loans Securities held as fixed assets Employer contribution reserves held as assets Active deferred taxes Total

2011

2010

CHF m

CHF m

0.3

0.4

16.1

19.0

1.0

0.1

19.8

21.1

5.5

4.4

42.7

45.0

The long-term receivables and loans comprise long-term hire-purchase business with customers, loans to third parties and deposits for rents. A value adjustment was made on the financial assets amounting to CHF 2.3 million (previous year: CHF 1.4 million). Depreciation of CHF 0.9 million has accordingly been charged to the current period. The statement of the change in the employer contribution reserves held as assets can be found in note 27, Employee pension funds, on page 61. The evaluation of active deferred taxes using current income tax rates is based on temporary differences in individual companies. The active deferred taxes from recognized loss carry-forwards as well as temporary valuation differences amount to CHF 5.5 million (CHF 4.4 million). As a precautionary measure, and because of uncertainties regarding the future scope for offsetting, the tax effects from loss carry-forwards amounting to CHF 16.7 million (CHF 13.1 million) were not capitalized. This evaluation is based on the projected income tax rates. 55


Conzzeta – Annual report 2011 Financial report

18  Intangible assets Goodwill

Software and licenses

Total intangible assets

CHF m

CHF m

CHF m

Cost At 12 / 31 / 2009

27.1

31.9

59.0

Currency translation effects

– 1.8

– 1.4

– 3.2

3.1

3.1

Additions Disposals

– 9.4

Reclassifications

– 9.4 0.4

0.4

Cost at 12 / 31 / 2010

15.9

34.0

49.9

Currency translation effects

– 0.1

– 0.1

– 0.2

Changes in scope of consolidation

2.1

2.1

Additions

4.6

4.6

Disposals

– 1.0

– 1.0

Reclassifications Cost at 12 / 31 / 2011

17.9

0.5

0.5

38.0

55.9

Accumulated depreciation At 12 / 31 / 2009

26.6

25.3

51.9

Currency translation effects

– 1.9

– 1.2

– 3.1

0.3

2.7

3.0

Ordinary depreciation Disposals

– 9.4

Reclassifications

– 9.4 0.3

0.3

Accumulated depreciation at 12 / 31 / 2010

15.6

27.1

42.7

Currency translation effects

– 0.1

– 0.1

– 0.2

0.4

2.6

3.0

Ordinary depreciation Extraordinary depreciation

0.3

0.3

– 1.0

– 1.0

15.9

28.9

44.8

0.3

6.9

7.2

2.0

9.1

11.1

Disposals Accumulated depreciation at 12 / 31 / 2011 Net book value of intangible assets at 12 / 31 / 2010 Net book value of intangible assets at 12 / 31 / 2011

56


Conzzeta – Annual report 2011 Financial report

Additions in asset values for software and licenses include costs for significant investments in the further development and rollout of unit-specific ERP solutions in the Glass Processing Systems, Automation Systems and Foam Materials business units. Also included in the additions are significant investments for the introduction of a CRM and a B2C solution in the Sheet Metal Processing Systems business unit, as well as for computer-aided product development and purchasing in the Sporting Goods business unit. The restructuring decision in the Glass Processing Systems business unit led to extraordinary depreciation on impairment of software of CHF 0.1 million.

19  Advance payments from customers Customer payments on account originate from the companies in the Machinery and Systems Engineering business area.

20  Other short-term liabilities The other short-term liabilities consist mainly of taxes owed and social security contributions.

21  Accrued expenses and deferred income 2011

2010

CHF m

CHF m

Accruals and deferrals for taxes

11.3

12.1

Accruals and deferrals for personnel expenses

25.7

22.8

Other accruals and deferrals

34.4

31.3

Total

71.4

66.2

Accrued expenses and deferred income show all expenses and income determined on an accrual basis. Other accruals and deferrals contain commissions, volume discounts, assembly and maintenance ser­­ vices, as well as goods and services obtained from third parties and not yet invoiced.

57


Conzzeta – Annual report 2011 Financial report

22  Provisions Deferred taxes

Environmental commitments

Guarantees

Restructuring

Other provisions

Total provisions

CHF m

CHF m

CHF m

CHF m

CHF m

CHF m

At 12 / 31 / 2009

18.7

30.2

Currency translation effects

– 0.1

Provisions

Additions

2.6

Amounts used

20.0

10.4

18.5

97.8

– 1.6

– 0.6

– 0.6

– 2.9

1.8

15.6

4.2

4.5

28.7

– 4.5

– 14.1

– 3.9

– 1.0

– 23.5

Amounts reversed

– 2.4

– 0.9

– 1.4

– 5.7

– 1.2

– 11.6

Provisions at 12 / 31 / 2010

18.8

26.6

18.5

4.4

20.2

88.5

4.6

14.5

4.4

1.0

24.5

– 0.1

– 0.1

– 0.1

– 0.3

15.8

0.1

3.7

23.4

– 3.0

– 12.0

– 1.4

– 1.7

– 18.1

– 0.9

– 1.1

– 1.5

– 6.4

– 12.0

of wich short-term Currency translation effects Additions

3.8

Amounts used Amounts reversed

– 2.1

Reclassifications Provisions at 12 / 31 / 2011 of wich short-term

58

0.3 20.5

2.5

2.8

23.0

21.1

1.5

18.2

84.3

1.7

16.4

1.3

1.2

20.6


Conzzeta – Annual report 2011 Financial report

There are land holdings which contain waste or noxious materials due to previous operating activities and landfilling. These are shown in the register of polluted sites. In the reporting year, the liability status and the necessary measures were assessed by an expert, but uncertainties attach to some of the findings regarding the nature and extent of the liability. Where liability-related, future-based costs arise on legal or factual grounds, an appropriate provision is formed to cover the estimated costs. The revaluation and discounting of provisions for environmental commitments at a rate of 2.5 % resulted in a reversal of CHF 0.9 million with an impact on the result. The cost of the implemented remediation measures amounted to CHF 3.0 million. The guarantee provisions are held mainly in the Sheet Metal Processing Systems and Glass Processing Systems business units. They relate to product sales and are based on past experience. Experience shows the corresponding outflow of funds is evenly spread over the warranty period of one to two years. The restructuring measures announced in previous years are largely complete. The remainder contains restructuring provisions for an ongoing project in the Glass Processing Systems business unit. Almost half the other provisions were formed for various pending legal disputes. These are essentially cases concerning warranty claims and employment law. The timing of the outflow of funds relating to this litigation is uncertain since it depends on the outcome of negotiations or legal proceedings. The remainder of the other provisions comprises mainly commitments arising from the normal conduct of business. The composition of these commitments is various and includes provisions for onerous contracts on purchase commitments from framework purchasing contracts as well as on commitments from rental or agency agreements, provisions for seniority and anniversary premiums and old-age provision which do not qualify as pension obligations, and provisions for tax risks. The timing of the future outflow of funds relating to these items is also uncertain.

23  Long-term financial liabilities The long-term financial liabilities comprise bank loans for financing two foreign production facilities.

24  Share capital The share capital of CHF 46.0 million is divided into 406 000 bearer shares with a nominal value of CHF 100 each and 270 000 registered shares with a nominal value of CHF 20 each.

59


Conzzeta – Annual report 2011 Financial report

Consolidated cash flow statement 25  Acquisition and divestment of business activities 2011 Purchase

2010 Disposal

CHF m

CHF m

Current assets

– 0.7

3.7

Fixed assets

– 0.1

0.1

Short-term liabilities

0.7

Long-term liabilities

0.1

Net assets acquired or divested

-

Plus cash and cash equivalents

0.1

Subtotal

0.1

Goodwill

– 2.1

Result from disposal of business activities Net cash flow

3.8

3.8

5.9 – 2.0

9.7

26  Operational free cash flow 2011

2010

CHF m

CHF m

18.2

75.7

Investment in property, plant and equipment

– 35.5

– 18.0

Divestment of property, plant and equipment

7.0

2.4

Investment in financial assets without securities

– 2.6

– 2.6

Divestment of financial assets without securities

6.2

8.4

Cash flow from operating activities

Investment in intangible assets Operational free cash flow

– 4.6

– 3.1

– 11.3

62.8

Purchase of securities

– 70.4

Sale and redemption of securities

12.0

Acquisition of business activities

– 2.0

Divestment of business activities Free cash flow

60

15.5 9.7

– 1.3

17.6


Conzzeta – Annual report 2011 Financial report

Further information 27  Employee pension funds

Balance sheet 12  /  3 1  /  2 010

Result in personnel expenses 2011

Result in personnel expenses 2010

Result in financial income 2011

Result in financial income 2010

CHF m

CHF m

CHF m

CHF m

CHF m

CHF m

19.8

21.1

– 1.1

– 1.1

– 0.2

0.1

Change to prior year Contributions affecting result in to be allocated to reporting reporting period period

Current service cost in personnel expenses 2011

Current service cost in personnel expenses 2010

CHF m

CHF m

CHF m

8.2

8.2

8.2

0.1

0.5

0.6

0.4

0.1

8.7

8.8

8.7

Nominal value 12  /  3 1  /  2 011

Renounced use 12  /  3 1  /  2 011

Balance sheet 12  /  3 1  /  2 011

CHF m

CHF m

23.9

– 4.1

Employer contribution reserves Employer-funded pension fund

In the previous year, the nominal value of the employer contribution reserves was CHF 25.2 million and the renounced use amounted to CHF 4.1 million. The result in personnel expenses comprises the debited employer contributions from the Conzzeta welfare institution amounting to CHF 1.1 million (previous year: CHF 1.1 million) in favor of a Group company. The financial result amounted to negative CHF 0.2 million (positive CHF 0.1 million).

Surplus  / deficit 12  /  3 1  /  2 011

Economic benefit/ obligation 12  /  3 1  /  2 011

Economic benefit/ obligation 12  /  3 1  /  2 010

CHF m

CHF m

CHF m

CHF m

Economic benefit / obligation and current service cost Employer-funded pension fund

3.4

Pension funds without surplus / deficit Pension funds with surplus / deficit

– 0.1

Pension funds without own assets Total

3.3

– 0.1 – 0.4

– 0.4

– 0.5

– 0.4

0.1

In the previous year, the surpluses amounted to CHF 3.8 million, the year-on-year change affecting the result was negative CHF 0.2 million and the contributions to be allocated to the reporting period were CHF 8.9 million. It is not planned to use the free reserves of the employer-funded pension fund for the economic benefit of the Group.

61


Conzzeta – Annual report 2011 Financial report

28  Contingent liabilities In connection with customer financing, there are repurchase obligations against leasing companies for machinery amounting to CHF 34.4 million (previous year: CHF 33.5 million). Assets to the value of CHF 5.6 million (CHF 2.8 million) are held with retention of title as security for bank loans. In the previous year, this position also contained CHF 2.3 million for remediation of residual environmental liabilities. There are sureties for rental obligations of franchise stores amounting to CHF 3.4 million.

29  Other commitments Commitments not recognized in the balance sheet comprise operational leasing contracts with a period of notice longer than one year. Maturity of operational leasing contracts at 12  /  3 1

2011

2010

CHF m

CHF m

Under 1 year

6.5

5.4

1 to 5 years

11.5

8.3

Over 5 years Total

6.3

0.9

24.3

14.6

In addition, there are long-term purchase commitments of CHF 5.2 million (CHF 1.0 million) to secure exclusive supplies.

30  Derivative financial instruments Values at 12  /  3 1

Contract values

2011

2010

CHF m

CHF m

2.8

24.4

Replacement value, positive Replacement value, negative

2.6 0.1

The contracts were entered into as a hedge against exchange risks on future cash flows in EUR. The change in value of derivative instruments still outstanding as of the balance sheet date is recognized in the shareholders’ equity.

62


Conzzeta – Annual report 2011 Financial report

31  Related-party transactions Transactions with related parties consist of normal business transactions under normal market conditions, with associated companies acting as commercial agents and distributors. 2011

2010

CHF m

CHF m

Trade receivables

1.4

1.7

Financial assets

0.1

0.1

Trade payables

0.6

0.8

Net revenue

3.5

4.0

Commission expenses

2.7

3.0

32  Risk assessment In addition to assessing strategies, projects and monitoring the course of business on an ongoing basis, the Board of Directors has conducted a comprehensive risk assessment. This is based on detailed management reporting and a separate Group risk report, describing the risk management process and the top-level risks. The risk management process has been implemented throughout the Group and encompasses the identification, evaluation and qualitative appraisal of operational, financial and strategic risks. It is supported by risk monitoring, a plan of action and standardized risk reporting. The control and management of risks are considered a management responsibility.

33  Compensation and shareholdings The compensation paid to members of the Board of Directors and the Group Executive Board, as well as their investments in Conzzeta AG, are reported in the notes to the financial statements of Conzzeta AG on pages 71 et seq.

34  Events after the balance sheet date On January 10, 2012, Conzzeta announced that the Glass Processing Systems business unit was planning to consolidate German production of machinery and systems for architectural glass at the Neuhausen-Hamberg site. At the Swiss site in Bützberg, the business unit will in future concentrate on machinery and systems for vehicle glass, discontinuing the manufacture of machinery for cutting architectural glass. The expected total cost of the projected measures, including the redundancy program, will be CHF 18 million. This contains impairment on assets of CHF 6.4 million which is charged to the 2011 business year.

63


Conzzeta – Annual report 2011 Financial report

List of consolidated companies by business unit Company, domicile

Notes Country

Company capital

Investments in % Investments in % direct indirect

Sheet Metal Processing Systems Bystronic Laser AG, Niederönz

CH

CHF

50 000

100

Bystronic Maschinenbau GmbH, Gotha

DE

EUR

3 400 100

100

Bystronic (Tianjin) Machinery Co. Ltd, Tianjin

CN

USD

6 095 600

100

CN

USD

4 900 000

100

Bystronic, Inc., Elgin IL

US

USD

250 000

100

Bystronic Scandinavia AB, Rosersberg

SE

SEK

200 000

100

Bystronic France SAS, Les Ulis

FR

EUR

2 500 000

100

Bystronic (Tianjin) Laser Ltd, Tianjin

1

Regional sales and service companies:

Bystronic Italia S.r.l., Bovisio Masciago

IT

EUR

900 000

100

Bystronic Deutschland GmbH, Heimsheim

DE

EUR

52 000

100

Bystronic Co. Ltd, Shanghai

CN

USD

1 000 000

100

Bystronic Iberica S.A., San Sebastián de los Reyes

ES

EUR

262 000

100

Bystronic Mexico S.A. de C.V., Guadalajara

MX

MXN

2 500 000

100

Bystronic Austria GmbH, Linz

AT

EUR

300 000

100

Bystronic do Brasil Ltda., São José dos Pinhais PR

BR

BRL

5 000 000

100

Bystronic Pte. Ltd, Singapore

SG

SGD

2 500 000

100

Bystronic Benelux B.V., Hardinxveld-Giessendam

NL

EUR

18 151

100

Bystronic UK Ltd, Coventry

GB

GBP

1 200 000

100

Bystronic Sales AG, Niederönz

CH

CHF

2 000 000

100

Bystronic Korea Ltd, Anyang-si

KR

KRW

6 000 000 000

100

Bystronic Polska Sp. z o.o., Raszyn

PL

PLN

1 000 000

100

Bystronic Czech Republic s.r.o., Brno

CZ

CZK

6 000 000

100

Bystronic Laser India Private Ltd, Pune

IN

INR

34 130 000

100

TR

TRY

660 000

100

Bystronic Lazer ve Su Isinlari Makineleri Sanayi ve Ticaret Limited Sirketi, Istanbul Hämmerle Ltd, Ichikawa City

JP

JPY

10 000 000

100

Bystronic Canada Ltd, Mississauga ON

CA

CAD

100 000

100

OOO Bystronic Laser, Moscow

RU

RUB

30 000 000

100

S.C. Bystronic Laser S.R.L., Brasov

RO

RON

1 000 000

100

TW

TWD

500 000

100

Bystronic Maschinen AG, Bützberg

CH

CHF

100 000

Bystronic Lenhardt GmbH, Neuhausen-Hamberg

DE

EUR

2 045 168

100

Bystronic Armatec GmbH, Gunzenhausen

DE

EUR

300 000

100

Bystronic Glass Machinery (Shanghai) Co. Ltd, Shanghai

CN

EUR

1 500 000

100

Bystronic International Laser Ltd, New Taipei City

2

Glass Processing Systems 100

Regional sales and service companies: Bystronic Glass UK Ltd, Telford

GB

GBP

3 400 000

100

Bystronic Asia Pte. Ltd, Singapore

SG

SGD

1 000 000

100

Indaiatuba SP

BR

BRL

3 494 779

100

OOO Bystronic Steklo RUS, Moscow

RU

RUB

64 975 930

100

Bystronic Glass (Shanghai) Co. Ltd, Shanghai

CN

USD

1 900 000

100

Bystronic Glass, Inc., Aurora CO

US

USD

250 000

100

Bystronic Glass do Brasil Maquinas para Vidros Ltda.,

64


Conzzeta – Annual report 2011 Financial report

Company, domicile

Notes Country

Company capital

Investments in % Investments in % direct indirect

Automation Systems ixmation AG, Burgdorf

CH

CHF

100 000

100

ixmation, Inc., Roselle IL

US

USD

10

100

ixmation (Asia) Sdn. Bhd., Penang

MY

MYR

900 003

100

ixmation (Suzhou) Co. Ltd, Suzhou

CN

USD

1 500 000

100

ixmation (Tianjin) Co. Ltd, Tianjin

CN

CNY

1 000 000

100

Foam Materials Fritz Nauer AG, Wolfhausen

CH

CHF

5 000 000

Reisgies Schaumstoffe GmbH, Leverkusen

DE

EUR

1 000 000

100 100

Frina Mousse France S.à r.l., Wittenheim

FR

EUR

117 386

100

Büttikofer AG, Gontenschwil

CH

CHF

250 000

100

Swisstex, Inc., Greenville SC

US

USD

2 023 640

100

Foampartner-Bock AG, Zug

CH

CHF

1 000 000

50

Foampartner-Bock Trading (Shanghai) Ltd, Shanghai

CN

USD

600 000

50 50

Foampartner-Bock Polyurethane Materials (Changzhou) Co. Ltd, Changzhou

CN

USD

11 500 000

Woodbridge FoamPartner Company, Chattanooga TN

US

USD

2 000 000

51

Kureta GmbH, Stadtallendorf

DE

EUR

100 000

100

Sporting Goods Mammut Sports Group AG, Seon

CH

CHF

25 000 000

Mammut Sports Group GmbH, Memmingen

DE

EUR

500 000

100 100

Mammut Sports Group, Inc., Shelburne VT

US

USD

51

100

Ajungilak AS, Oslo

NO

NOK

2 000 000

100

JP

JPY

30 000 000

100

GB

GBP

1 000

100

Mammut Sports Group Japan Inc., Tokyo Mammut UK Ltd, Macclesfield

3

Graphic Coatings Schmid Rhyner AG, Adliswil

CH

CHF

1 200 000

Schmid Rhyner (USA), Inc., Marlton NJ

US

USD

1 400 000

100

CH

CHF

5 000 000

100

Conzzeta Holding Deutschland AG, Leverkusen

DE

EUR

6 000 000

100

Conzzeta Grundstücksverwaltungs GmbH, Leverkusen

DE

EUR

50 000

100

Leverkusen

DE

EUR

1 000

100

Conzzeta Management AG, Zurich

CH

CHF

100 000

AT

EUR

363 400

25.1

100

Real Estate Plazza Immobilien AG, Zurich Holding and Management Companies

Conzzeta Vermögensverwaltungs GmbH & Co. KG, 100

Associated Companies Mammut Sports Group Austria GmbH, Steyr Mammut Nederland B.V., Benthuizen

NL

EUR

18 000

36

Values First Consulting Sdn. Bhd., Penang

MY

MYR

310 800

40

Notes 1 Incorporation at 6 / 29 / 2011 2 Incorporation at 6 / 24 / 2011 3 Increase in investment by 20 % at 7 / 1 / 2011

65


Conzzeta – Annual report 2011 Financial report

Statutory auditor’s report Report of the Statutory Auditor on the Consolidated Financial Statements   to the General Meeting of Conzzeta AG, Zurich As statutory auditor, we have audited the consolidated financial statements of Conzzeta AG on pages 41 to 65, which comprise the balance sheet, income statement, cash flow statement, statement of changes in equity and notes for the year ended December 31, 2011. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Swiss GAAP FER and the requirements of Swiss law. This Responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those stan­ dards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reason­ ableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements for the year ended December 31, 2011, give a true and fair view of the financial position, the results of operations and the cash flows in accordance with Swiss GAAP FER and comply with Swiss law.

66


Conzzeta – Annual report 2011 Financial report

Report on Other Legal Requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors. We recommend that the consolidated financial statements submitted to you be approved. KPMG AG Hanspeter Stocker

Markus Ackermann

Licensed Audit Expert

Licensed Audit Expert

Auditor in Charge

Zurich, March 27, 2012

67


Conzzeta – Annual report 2011 Financial report

Income statement – Conzzeta AG 2011

2010

CHF m

CHF m

112.128

65.000

Income Income from investments Financial income

11.300

7.143

123.428

72.143

Personnel expenses

– 0.548

– 0.547

Operating expenses

– 3.099

– 2.394

Financial expenses

– 0.262

– 0.838

Taxes

– 0.185

0.334

Depreciation

– 4.000

Total expenses

– 8.094

– 3.445

115.334

68.698

Total income Expenses

Net income

68


Conzzeta – Annual report 2011 Financial report

Balance sheet at December 31 – Conzzeta AG 2011

2010

CHF m

CHF m

336.921

349.299

Assets Cash and cash equivalents Securities

94.325

106.903

Accounts receivable

0.616

0.618

Prepaid expenses and accrued income

1.026

3.824

432.888

460.644

184.910

176.710

Current assets Investments Financial assets Receivables from Group companies

0.893 181.343

142.415

Fixed assets

367.146

319.125

Total assets

800.034

779.769

Short-term payables

0.017

0.036

Accrued expenses and deferred income

0.081

2.597

Short-term liabilities

0.098

2.633

Payables to Group companies

4.511

78.050

Provisions

8.293

8.888

12.804

86.938

46.000

46.000

Liabilities and shareholders’ equity

Long-term liabilities Share capital General legal reserve

14.014

Legal reserve from capital contributions

19.392

Legal reserves

33.406

33.406

Special reserves

450.000

400.000

Retained earnings

257.726

210.792

Shareholders’ equity

787.132

690.198

Total liabilities and shareholders’ equity

800.034

779.769

69


Conzzeta – Annual report 2011 Financial report

Notes to the financial statements – Conzzeta AG Contingent liabilities

Sureties and guarantee obligations for subsidiaries Effective obligations

2011

2010

CHF m

CHF m

131.993

133.580

42.361

44.674

2011

2010

Investments See overview on page 64 et seq.

Significant shareholders

TEGULA AG, Zurich

70

%

%

Capital

74.2

74.2

Votes

81.8

81.8


Conzzeta – Annual report 2011 Financial report

Compensation for members of the Board of Directors and the Group Executive Board

Gross compensation 2011

Gross compensation 2010

Benefits in kind / social security benefits 2011

Benefits in kind / social security benefits 2010

Total compensation 2011

Total compensation 2010

CHF thousand

CHF thousand

CHF thousand

CHF thousand

CHF thousand

CHF thousand

477.8

504.0

29.9

36.2

507.7

540.2

M. Auer, Member

74.7

69.2

3.1

2.9

77.8

72.1

Th. W. Bechtler, Member

74.7

69.2

3.1

2.9

77.8

72.1

W. Dubach, Member

72.9

67.6

72.9

67.6

Ph. Mosimann, Member

74.7

69.2

77.8

72.1

Board of Directors J. Schmidheiny, Chairman

R. F. Spoerry, Member

3.1

2.9

74.7

69.2

3.1

2.9

77.8

72.1

849.5

848.4

42.3

47.8

891.8

896.2

Gross compensation 2011

Gross compensation 2010

Benefits in kind / social security benefits 2011

Benefits in kind / social security benefits 2010

Total compensation 2011

Total compensation 2010

CHF thousand

CHF thousand

CHF thousand

CHF thousand

CHF thousand

CHF thousand

Total

5 310.2

5 196.2

683.4

653.9

5 993.6

5 850.1

Highest single amount: R. Suter, CEO

1 082.0

1 000.0

118.2

114.8

1 200.2

1 114.8

Total

Group Executive Board

Gross compensation includes cash compensation paid in the business year. See corporate governance, page 36, for details of the method of determination. Total compensation relates to all members of the Board of Directors and the Group Executive Board active in the 2011 business year. Benefits in kind and social security benefits comprise employer contributions to state and private schemes (Swiss AHV and company pension plans) to establish or augment benefit provisions, as well as private usage of a company car. There are no share or option plans for members of the Board of Directors and the Group Executive Board.

71


Conzzeta – Annual report 2011 Financial report

Shareholdings of the members of the Board of Directors and the Group Executive Board in Conzzeta AG Bearer shares 12 /  3 1 /  2 011

Bearer shares 12 /  3 1 /  2 010

Registered shares 12 /  3 1 /  2 011

Registered shares 12 /  3 1 /  2 010

Number

Number

Number

Number

230

230 175

25

Board of Directors J. Schmidheiny, Chairman M. Auer, Member Th. W. Bechtler, Member W. Dubach, Member

90

90

140

140

J. Schmidheiny and M. Auer sit as shareholders on the Board of TEGULA AG. The shareholding of TEGULA AG in Conzzeta AG comprises 288 302 bearer shares with a par value of CHF 100 each and 264 874 registered shares with a par value of CHF 20 each.

Bearer shares 12 /  3 1 /  2 011

Bearer shares 12 /  3 1 /  2 010

Registered shares 12 /  3 1 /  2 011

Registered shares 12 /  3 1 /  2 010

Number

Number

Number

Number

Group Executive Board R. Jakob

1

1

M. Pfister

1

10

Risk assessment The Board of Directors has conducted a comprehensive risk assessment for the Group. This is based on detailed management reporting and a separate Group risk report, describing the risk management process and the top-level risks. The risk management process has been implemented throughout the Group and encompasses the identification, evaluation and qualitative appraisal of operational, financial and strategic risks. It is supported by risk monitoring, a plan of action and standardized risk reporting. Conzzeta AG is an integral part of this process.

72


Conzzeta – Annual report 2011 Financial report

Additional information on the financial statements – Conzzeta AG Income statement Income The investment income for the year amounted to CHF 112.1 million (previous year: CHF 65.0 million). The dividend payments by the Group companies were determined in relation to available retained earnings and liquidity requirements. The financial income amounted to CHF 11.3 million (CHF 7.1 million) and comprises the interest income on accounts receivable from Group companies of CHF 7.3 million (CHF 5.2 million), the interest income from third parties amounting to CHF 1.1 million (CHF 0.6 million), currency gains on liquid assets of CHF 1.4 million, and gains on securities of CHF 1.5 million (CHF 1.3 million).

Expenses Personnel and operating expenses include current administration expenses, the cost of organizing the Annual General Meeting, the production of the annual report, fees to the Board of Directors, project costs and taxes on capital. The financial expenses of CHF 0.3 million (CHF 0.8 million) result from interest on intragroup payables (CHF 0.6 million). In the previous year, this position also showed a currency loss of CHF 0.2 million. Taxes comprise income taxes. The depreciation of CHF 4.0 million contains a value adjustment on an investment.

73


Conzzeta – Annual report 2011 Financial report

Balance sheet Current assets The liquid assets of CHF 336.9 million (previous year: CHF 349.3 million) consist of bank balances in CHF, EUR, USD and GBP, as well as fixed-term deposits in CHF. Securities of CHF 94.3 million (CHF 106.9 million) comprise fixed-interest investments in CHF and shares in a money-market fund in CHF. Accounts receivable are made up of withholding tax claims on interest income of CHF 0.5 million (CHF 0.5 million) and recoverable input tax of CHF 0.1 million (CHF 0.1 million). Prepaid expenses and accrued income comprise, in addition to deferred expenses, mainly accrued interest of CHF 0.9 million (CHF 1.1 million), as well as accruals for balances from exchange rate hedges of CHF 0.1 million (CHF 2.6 million).

Fixed assets The figure for investments in the balance sheet is CHF 184.9 million (CHF 176.7 million). In the reporting year, the shareholders’ equity of Conzzeta Holding Deutschland AG was increased by CHF 12.2 million, and a depreciation of CHF 4.0 million on an investment was recognized. The financial investments comprise securities held as a long-term investment. Most Group financing is handled by the holding company. Accounts receivable from Group companies increased in the reporting year by CHF 38.9 million and now amount to CHF 181.3 million.

Liabilities The short-term liabilities consist of trade payables, duties and unpaid dividends. Accrued expenses and deferred income also include liabilities arising from exchange rate hedges of CHF 0.1 million (CHF 2.6 million). Long-term liabilities of CHF 12.8 million (CHF 86.9 million) include CHF 4.5 million (CHF 78.1 million) in outstanding payables to subsidiaries and provisions of CHF 8.3 million (CHF 8.9 million).

Shareholders’ equity The share capital of CHF 46.0 million consists of 270 000 registered shares and 406 000 bearer shares. The legal reserves of CHF 33.4 million comprise the general legal reserve of CHF 14.0 million and the legal reserve from capital contributions of CHF 19.4 million. As the result of a transfer to the special reserves, the special reserves balance sheet item increased in the reporting year by CHF 50.0 million to CHF 450.0 million.

74


Conzzeta – Annual report 2011 Financial report

Proposed appropriation of available earnings and reserves – Conzzeta AG 2011

2010

CHF

CHF

115 334 044

68 697 635

The Board of Directors proposes to the Annual General Meeting on April 26, 2012, that the total sum at the disposal of the Annual General Meeting, consisting of: Net income for the year Reversal of the general reserve from capital contributions

19 320 000

Retained earnings carried forward from previous year

142 392 244

Total sum at the disposal of the Annual General Meeting

142 094 609

277 046 288 210 792 244

be appropriated as follows: Dividend of CHF 217.00 per bearer share (previous year: CHF 40.00)

88 102 000

16 240 000

Dividend of CHF 43.40 per registered share (previous year: CHF 8.00)

11 718 000

2 160 000

Transfer to the reserve for employee pension funds

15 000 000

Transfer to the special reserves

50 00 0000

50 000 000

112 226 288

142 392 244

Total dividend payments

99 820 000

18 400 000

Less portion from reserve from capital contributions

19 320 000

Retained earnings to be carried forward

Portion of distribution from other reserves

80 500 000

18 400 000

The proposed formation of a reserve, in accordance with Art. 674, para. 3 CO, in the amount of CHF 15 000 000.00, with the aim of strengthening the employee pension funds, is to be funded from the remaining available earnings as listed above. The reserve is intended to strengthen and safeguard the employee pension funds in Switzerland. The allocation will be transferred from existing employer contribution reserves to the employee pension funds before December 31, 2012. The reserve for employee pension funds will be reversed after completion of the allocation. If this proposal is approved, the dividend distribution for the 2011 reporting year will be:

Per bearer share

from capital contributions from other reserves

Per registered share from capital contributions from other reserves

Gross dividend

35 % withholding tax

CHF

CHF

42.00 175.00

CHF

42.00 61.25

113.75

12.25

22.75

8.40 35.00

Net dividend

8.40

The distribution of the reserves from capital contributions is not subject to withholding tax. The dividend on bearer shares will be paid out against submission of coupon No. 13 and 14. The registered shareholders or their custodian banks will be sent a dividend credit or dividend order, according to their instructions. Coupon No. 13 and 14, and the dividend order can be redeemed free of charge from May 4, 2012, at all Swiss branches of the banks listed below: CREDIT SUISSE UBS AG Zürcher Kantonalbank 75


Conzzeta – Annual report 2011 Financial report

Statutory auditor’s report – Conzzeta AG Report of the Statutory Auditor on the Financial Statements to the General Meeting of Conzzeta AG, Zurich As statutory auditor, we have audited the financial statements of Conzzeta AG on pages 68 to 74, which comprise the balance sheet, income statement and notes for the year ended December 31, 2011. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements for the year ended December 31, 2011, comply with Swiss law and the company’s articles of incorporation.

76


Conzzeta – Annual report 2011 Financial report

Report on Other Legal Requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We further confirm that the proposed appropriation of available earnings and reserves complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved. KPMG AG Hanspeter Stocker

Markus Ackermann

Licensed Audit Expert

Licensed Audit Expert

Auditor in Charge

Zurich, March 27, 2012

77


Conzzeta – Annual report 2011

78


Further information 80 Employee pension funds in Switzerland 82 Five-year summary 84 Information and calendar for investors


Conzzeta – Annual report 2011 Further information

Employee pension funds in Switzerland The number of currently employed fund participants increased in the reporting year from 1 129 to 1 149, while the number of persons drawing retirement benefits fell from 876 to 865. The dedicated fund capital decreased by 2.1 % to CHF 355.6 million, of which 56.0 % comprised annuities, 41.1 % fund capital and 2.9 % technical provisions. The participating companies and their employees made contributions of CHF 13.8 million. These include allocations from employers in the form of one-off contributions amounting to CHF 0.2 million (previous year: CHF 0.3 million). The 2011 investment year was marked by significant market fluctuations and uncertainties. The return on the assets was just positive at 0.1 %. The costs were largely booked against the reserves. The asset value fluctuation reserves decreased by CHF 5.1 million to CHF 36.0 million, which is 57 % of the defined target value. The consolidated funding ratio, not including the employer contribution reserves, decreased from 112.3 % to 111.1 %. This computation is based on a technical interest rate of 3 %.

Marc Sutter Manager of employee pension funds in Switzerland

80


Conzzeta – Annual report 2011 Further information

2011

2010

CHF m

CHF m

363.104

363.706

Fluctuation reserves

41.119

42.391

Employer contribution reserves

25.156

26.149

Net fund assets at 1 / 1 Fund capital

Free reserves

3.525

3.547

432.904

435.793

Company contributions

8.102

7.997

Employee contributions

5.702

5.571

10.557

7.791

Total net fund assets at 1 / 1

Departure benefits brought into the fund Investment income

0.338

7.989

Contributions and income

24.699

29.348

Payments to insured persons

– 35.963

– 29.721

Provisions / valuation adjustments

– 1.893

– 1.729

Administrative expenses

– 0.762

– 0.787

– 38.618

– 32.237

Payments and expenses Net fund assets at 12 / 31 Fund capital

355.647

363.104

Fluctuation reserves

35.987

41.119

Employer contribution reserves

23.949

25.156

Free reserves Total net fund assets at 12 / 31

3.402

3.525

418.985

432.904

81


Conzzeta – Annual report 2011 Further information

Five-year summary 2011

2010

2009

2008

2007

503.0

410.9

356.1

745.1

793.5

Net revenue by business unit Sheet Metal Processing Systems

CHF m %

44.6

39.1

37.3

50.6

52.7

Glass Processing Systems

CHF m

150.2

167.5

145.6

244.6

237.3

%

13.3

15.9

15.3

16.6

15.7

Automation Systems

CHF m

70.0

56.4

56.1

73.6

76.7

%

6.2

5.4

5.9

5.0

5.1

Foam Materials

CHF m

124.6

127.9

116.8

146.3

156.5

%

11.0

12.2

12.2

9.9

10.4

Sporting Goods

CHF m

210.8

221.2

215.3

192.6

177.1

%

18.7

21.0

22.5

13.1

11.7

Graphic Coatings

CHF m

48.1

46.6

43.2

47.5

44.1

%

4.3

4.4

4.5

3.2

2.9

CHF m

21.4

21.4

22.1

22.8

21.8

%

1.9

2.0

2.3

1.6

1.5

CHF m

1 128.1

1 051.9

955.2

1 472.5

1 507.0

Net revenue

CHF m

1 128.1

1 051.9

955.2

1 472.5

1 507.0

Operating result

CHF m

61.9

56.9

– 1.4

97.8

132.1

Extraordinary result

CHF m

1.1

5.4

10.1

3.9

56.5

Group result

CHF m

52.1

51.5

3.3

78.8

161.4

Current assets

CHF m

982.8

915.1

853.8

914.5

970.0

Fixed assets

CHF m

369.4

372.5

401.0

418.4

413.7

Short-term liabilities

CHF m

266.1

231.5

198.1

247.7

318.3

Long-term liabilities

CHF m

73.0

73.4

78.4

84.3

74.5

Shareholders’ equity

CHF m

1 013.1

982.7

978.3

1 000.9

990.9

Total assets

CHF m

1 352.2

1 287.6

1 254.8

1 332.9

1 383.7

%

74.9

76.3

78.0

75.1

71.6

CHF m

40.1

21.1

28.0

56.0

49.0

Employees at year-end

Number

3 576

3 322

3 257

3 760

3 444

Ø employees in full-time positions

Number

3 507

3 238

3 180

3 509

3 267

Net revenue per full-time position

CHF thousand

321.7

324.9

300.4

419.6

461.3

Personnel expenses per full-time position

CHF thousand

80.2

83.1

90.2

96.1

99.7

Real Estate and miscellaneous revenue

Total Consolidated income statement

Consolidated balance sheet

Shareholders’ equity as % of total assets Investment in fixed assets / employees Investments in property, plant and equipment and intangible assets

82


Conzzeta – Annual report 2011 Further information

2011

2010

2009

2008

2007

CHF m

46.0

46.0

46.0

46.0

46.0

Bearer shares (par CHF 100)

Number

406 000

406 000

406 000

406 000

406 000

Registered shares (par CHF 20)

Number

270 000

270 000

270 000

270 000

270 000

Share information Share capital Number of shares issued at 12 / 31

Market prices of the bearer shares High / low

CHF

Year-end

CHF

Total dividend

CHF m

2 651 / 1 730 2 000 / 1 690 1 934 / 1 135 2 850 / 1 450 2 925 / 2 170 1 799 99.81

1 900

1 800

1 540

2 777

18.4

13.8

27.6

32.2

Key indicators per share (on capital entitled to dividend) Group result

per bearer share

CHF

113.20

111.90

7.10

171.20

350.90

per registered share

CHF

22.60

22.40

1.40

34.20

70.20

Cash flow from

per bearer share

CHF

39.50

164.50

313.30

141.70

370.20

operating activities

per registered share

CHF

7.90

32.90

62.70

28.30

74.00

Shareholders’ equity per bearer share

Gross dividend

CHF

2 202.30

2 136.40

2 126.70

2 175.80

2 154.20

per registered share

CHF

440.50

427.30

425.30

435.20

430.80

per bearer share

CHF

217.001

40.00

30.00

60.00

70.00

per registered share

CHF

43.401

8.00

6.00

12.00

14.00

As proposed by the Board of Directors

1 

83


Conzzeta – Annual report 2011 Further information

Information and calendar for investors 2012

Thursday, April 26

Ordinary General Meeting at the Lake Side, Zurich

Friday, May 4

Payment of dividends

Wednesday, August 15

Interim report as at June 30, 2012

2013

Wednesday, March 27

Year-end results as at December 31, 2012

Thursday, April 25

Ordinary General Meeting at the Lake Side, Zurich

Investor Relations

Ticker symbols

Christian Thalheimer

Swiss security

Further information about the company,

Phone + 41 44 468 24 84

no. 265 798

calendar dates and contacts can be found

Fax

ISIN CH0002657986

at www.conzzeta.ch/investors

+ 41 44 468 24 81

investor@conzzeta.ch

SIX Swiss Exchange CZH Reuters CZH.S Bloomberg CZH:SW

84


Publication details Publisher Conzzeta AG, Zurich Concept and design Prime Communications AG, Zurich Photography Jolanda Flubacher Derungs, Sebastian Derungs, Peter Panayiotou, et al. Translation Hill Johnson Associates GmbH, Zollikon Printing Staffel Druck AG, Zurich Publishing system Multimedia Solutions AG, Zurich

The annual report is published in German and English. The German version prevails. Changes in personnel were up-to-date on February 29, 2012. Published on March 28, 2012.


www.conzzeta.ch

Annual Report 2011  

Conzzeta Annual Report, 2011 edition, in english

Read more
Read more
Similar to
Popular now
Just for you