AG RENK AG Gögginger Str. 73 86159 Augsburg, Germany Phone (+49-821) 5700-0 Fax (+49-821) 5700-573 Annual Report RENK www.renk.eu 2011 An MAN Group Company Innovative Power Transmission Annual Report 2011 RENK AG At a glance Products and services • Operating profit of €53 million (up from €52 million) • ROS: 13.6 percent (up from 12.9) Vehicle transmissions • ROCE: 33.5 percent (down from 36.9) Fully automatic power-shift, reverse and steering transmissions with brake systems and final drives for medium and heavy tracked vehicles. • EpS: €5.58 (up from €5.54) • Proposed dividend: €1.80 (unchanged) • Cash flow from operating activities: €40 million (down from €81 million) Industrial gear units Gear units for the cement industry. Spur-wheel and planetary gear units for turbo- machines especially for the petrochemical industry and power generating plants. High- RENK Group speed gear units for the plastics industry. Gear units for wind turbines. € million 2011) 2010) Change in % Marine gear units Order intake 456) 525) –13 Gear units for merchant vessels, ferries, cruise liners and naval craft with diesel engine Sales 389) 403) –3 and/or turbine as well as electric propulsion, marine reversing gear units, reduction gear Order backlog1) 586) 522) +12 units and variable-speed gears for ship generators. Headcount1) 2,013) 1,882) +7 thereof temporary employees1) 69) 68) – Slide bearings Change Standard and special versions of horizontal and vertical slide bearings for electrical in € mill. machines, air blowers/fans, compressors, pumps, turbines, and general mechanical Operating profit 53) 52) +1 engineering. Slide bearings for transmissions. Marine shaft bearings and thrust bearings. EBT 54) 52) +2 EAT (net income) 38) 38) – Earnings per share (EpS) in € 5.58) 5.54) +0.04 Clutches and couplings Dividend per share in € 1.80) 1.80) –) Curved-tooth couplings for industry, marine and ocean technology, as well as for rail- Return on sales (ROS) in % 13.6) 12.9) –) bound vehicles; multidisk steel clutches for slow- and high-speed industrial duties, dia- Return on capital employed (ROCE) in % 33.5) 36.9) –) phragm couplings for high-speed machinery, safety couplings. Torsionally elastic couplings. Capital expenditures 24) 23) +1 Amortization and depreciation 13) 13) – Internally funded R&D expenditures 6) 4) +2 Testing systems Cash earnings 51) 53) –2 Testing rigs for development and quality assurance in the motor vehicle and aviation Cash flow from operating activities 40) 81) –41 industries as well as for railroad engineering. Cash flow from investing activities (24) (23) –1 Free cash flow 16) 58) –42 Net liquid assets 103) 99) +4 Equity1) 236) 217) +19 1) as of December 31, 2011 vs. 2010 Financial diary Fiscal 2011 annual general meeting April 26, 2012 Q1/2012 interim report May 3, 2012 Semiannual financial report 2012 July 31, 2012 Q3/2012 interim report October 30, 2012 Press release on financial information 2012 February 22, 2013 Fiscal 2012 annual general meeting April 24, 2013 RENK—an MAN SE Company Contents 04 Supervisory Board 05 Executive Board 06 Report of the Supervisory Board 10 Corporate governance at RENK 16 Board compensation report for fiscal 2011 23 RENK stock 24 RENK Group Management Report for fiscal 2011 25 The RENK Group’s business focus 26 Economic environment 28 Order situation and operating profit 34 Income statement 35 Reconciliation to net income (EAT) 36 Controlling system and shareholder value management 38 Financial position 39 Asset and capital structure 42 Capital-related disclosures 44 Research and development 48 Capital expenditures, environmental management 50 Employees 54 The situation at the divisions 66 Risk report 80 Outlook 84 Subsequent events 85 RENK consolidated financial statements for the fiscal year ended December 31, 2011 86 Consolidated income statement 86 Statement of comprehensive income 87 Consolidated balance sheet 88 Statement of changes in equity 89 Consolidated statement of cash flows 91 Notes to RENK’s consolidated financial statements 91 Accounting principles 102 Notes to the consolidated income statement 107 Notes to the consolidated balance sheet 118 Other information 136 Subsequent events 137 Supervisory and Executive Board memberships in other statutory boards or equivalent 140 Management representation 141 Independent auditor’s report and opinion 143 Six-year overview 03 RENK Annual Report 2011 Supervisory Board Dipl.-Kfm. Frank H. Lutz Klaus Ketterle*) Munich Neusäss Supervisory Board Chairman Technical clerk, RENK AG Executive Board member of MAN SE Herbert Köhler*) Dipl.-Oec. Hiltrud Werner Augsburg Munich Senior Foreman, RENK AG Supervisory Board member as from May 5, 2011 Supervisory Board Vice-Chairwoman as from May 26, 2011 Head of Corporate Internal Auditing of *) elected by the employees MAN SE As of March 5, 2012 Prof. Dipl.-Ing (FH) Gerd Finkbeiner Neusäss CEO of manroland AG Dr.-Ing. Hans-O. Jeske Wesel Executive Board member of MAN Diesel & Turbo SE 04 Executive Board Ulrich Sauter Dipl.-Ing. (FH) Florian Hofbauer Augsburg Augsburg Spokesman responsible for Production and Administration responsible for Engineering and Marketing 05 RENK Annual Report 2011 Report of the Supervisory Board Frank H. Lutz Ladies and Gentlemen: In fiscal 2011, the Supervisory Board periodically and thoroughly dealt with RENK’s situation and development and throughout performed the tasks and duties incumbent on it under law, the Company’s bylaws and its own Rules of Procedure. We provided the Executive Board members with advice on the conduct of business and oversaw their activities. The Supervisory Board convened in 2011 at four meetings, attendance averaging 88 per- cent. Detailed Executive Board reports (oral and written) informed the Supervisory Board on • business trends and transactions of relevance, • RENK’s performance and financial trends, • the corporate plan and any variances and their causes, as well as • the present strategic focus. Other key subjects were the constituents and detailed configuration of the risk man- agement system, the establishment of an assembly and distribution center of Slide Bearings in China, plus the acquisition of Berlin-based ADMOS-Gleitlager Produktions- und Vertriebsgesellschaft mbH. 06 In March 2011, the Supervisory Board resolved to revise the compensation system for Executive Board members. The Supervisory Board’s Presidential Committee met twice in fiscal 2011; no other com- mittees exist within the Supervisory Board. The Supervisory Board was involved as advisory body in all issues and decisions of import to RENK. As part of its management monitoring functions, the Supervisory Board satisfied itself of the installation by the Executive Board of an effective and efficient compliance man- agement system for the RENK Group, and obtained reports on compliance-related tests and audits. German Corporate Governance Code In December 2011, RENK AG’s Executive and Supervisory Boards issued the declaration of conformity on the current recommendations of the German Corporate Governance Code Government Commission (as amended up to May 26, 2010). This declaration is published on RENK AG’s website. The Supervisory Board approved the corporate gov- ernance report 2011 at the present meeting. Annual and dependency report audits 2011 The separate financial statements and management report of RENK AG, as well as the consolidated financial statements and group management report, for the fiscal year ended December 31, 2011, were all examined by PricewaterhouseCoopers AG, Wirt- schafts prüfungsgesellschaft (“PwC”), Munich, the statutory auditor duly elected by the annual general meeting; PwC issued its unqualified opinion on both sets of financial statements. The focal audit areas defined by the Supervisory Board referred to pension accruals, IT infrastructure progress with particular emphasis on the IT roadmap, IT out- sourcing processes and access rights, as well as A/R management. Pursuant to Art. 312 German Stock Corporation Act (“AktG”), the Executive Board pre- pared a dependency report on affiliations for fiscal 2011. The statutory auditor exam- ined this report and issued the following opinion thereon: “According to our due audit and analysis we hereby confirm • that the facts stated in the report are true and valid, and • that the consideration the Company received for the legal transactions mentioned therein was not unreasonably high.” The Supervisory Board endorsed the statutory auditor’s conclusions from the latter’s examination of the dependency report. The statutory auditor attended, and reported on its key audit conclusions at, our annual accounts meeting today. We took approving note of the audit results. According to the final results of our own review of RENK AG’s separate and consoli- dated financial statements and the management reports, we do not raise any objec- tions either. We approve the separate financial statements as prepared by the Execu- 07 RENK Annual Report 2011 tive Board, which are thus adopted, as well as the consolidated financial statements. After thorough discussion of the RENK Group’s financial budget and capital expendi- ture plan, we agree with the Executive Board’s proposal (also reviewed by us) for the appropriation of net earnings. After reviewing the final results of our own examination, we found no reasons for objections to the Executive Board’s concluding statement in the dependency report on affiliations. Changed Supervisory Board membership By letter dated February 22, 2011, Dipl.-Wirtsch.-Ing. Klaus Stahlmann