SUCCEEDING THROUGH PERFORMANCE ANNUAL REPORT 2013 _ Key figures of Jenoptik in million euros 2013 2012 Change in % Oct.–Dec. 2013 Oct.–Dec. 2012 Change in % Sales 600.3 585.0 2.6 167.8 161.9 3.6 Domestic 228.4 208.1 9.7 71.1 58.0 22.6 Foreign 371.9 376.9 −1.3 96.7 103.9 −7.0 EBITDA 74.8 77.7 −3.6 21.1 18.9 11.6 EBIT 52.7 54.8 −3.9 15.2 12.7 19.6 EBIT margin (EBIT in % of sales) 8.8 9.4 9.1 7.9 Earnings before tax 47.2 46.1 2.4 13.6 9.7 40.7 Earnings after tax 47.2 50.2 −6.1 18.1 20.2 −10.6 Free cash flow (before income taxes) 47.0 43.7 7.6 41.8 17.0 145.6 Investments in property, plant and equipment and intangible assets 24.4 31.2 −22.0 6.0 14.0 −56.8 Order intake 575.3 587.2 −2.0 160.0 150.1 6.6 in million euros 31/12/2013 31/12/2012 Change in % Order backlog 411.4 446.8 −7.9 Employees 3,433 3,272 4,9 Please note that there may be rounding differences as compared to the mathematically exact amounts (monetary units, percentagees) in this report. _ Key figures of Jenoptik by segment in million euros 2013 2012 Change in % Oct.–Dec. 2013 Oct.–Dec. 2012 Change in % Sales 600.3 585.0 2.6 167.8 161.9 3.6 Lasers & Optical Systems 224.7 212.3 5.8 64.3 50.6 27.1 Metrology 187.4 182.7 2.6 46.6 57.7 −19.2 Defense & Civil Systems 185.1 186.4 −0.7 56.4 53.4 5.7 Others1) 3.1 3.6 −15.0 0.4 0.3 68.4 EBITDA 74.8 77.7 −3.6 21.1 18.9 11.6 Lasers & Optical Systems 34.0 36.4 −6.7 10.2 5.2 94.8 Metrology 25.2 28.6 −12.1 6.1 12.7 −51.9 Defense & Civil Systems 16.7 13.3 25.0 6.3 2.2 183.2 Others1) −1.0 −0.6 −61.8 −1.4 −1.2 −25.6 EBIT 52.7 54.8 −3.9 15.2 12.7 19.6 Lasers & Optical Systems 24.6 27.1 −9.2 7.8 2.9 164.8 Metrology 22.6 25.6 −11.6 5.3 12.1 −56.0 Defense & Civil Systems 11.6 7.8 48.5 5.0 0.2 2.926.1 Others1) −6.0 −5.7 −5.4 −2.9 −2.5 −14.7 EBIT margin (EBIT in % of sales) 8.8 9.4 9.1 7.8 Lasers & Optical Systems 10.9 12.8 12.1 5.8 Metrology 12.0 14.1 11.5 21.1 Defense & Civil Systems 6.2 4.2 8.8 0.4 R+D output 51.1 49.1 4.0 13.1 13.3 −1.4 Lasers & Optical Systems 19.4 19.0 2.0 4.1 4.7 −12.0 Metrology 19.4 16.9 15.0 5.6 4.7 19.0 Defense & Civil Systems 12.2 13.1 −6.9 3.5 3.8 −8.0 Others1) 0.0 0.1 −71.0 −0.1 0.1 −211.1 Order intake 575.3 587.2 −2.0 160.0 150.1 6.6 Lasers & Optical Systems 221.4 219.9 0.7 56.3 52.7 6.8 Metrology 172.5 198.7 −13.2 47.4 40.7 16.3 Defense & Civil Systems 179.2 165.0 8.6 55.0 56.0 −1.8 Others1) 2.2 3.6 −39.6 1.3 0.7 83.6 in million euros 31/12/2013 31/12/2012 Change in % Order backlog 411.4 446.8 −7.9 Lasers & Optical Systems 94.3 105.2 −10.4 Metrology 72.8 87.4 −16.8 Defense & Civil Systems 246.9 255.8 −3.5 Others1) −2.6 −1.6 −57.7 Employees 3.433 3.272 4.9 Lasers & Optical Systems 1.391 1.349 3.1 Metrology 907 814 11.4 Defense & Civil Systems 907 913 −0.7 Others1) 228 196 16.3 1) including consolidation _ A portrait of Jenoptik We are a globally operating, integrated optoelectronics Group. Optical technologies are the very basis of our business. Our customers primarily include companies in the semiconductor equipment industry, the automotive and automotive supplier industries, the medical technology, security and defense technology industries and the aviation industry. In 2013, our 3,433 employees at around 80 locations around the world generated revenue of approximately 600 million euros. THE JENOPTIK GROUP Corporate Center Lasers & Defense & Segments Optical Systems Metrology Civil Systems Lasers & Industrial Defense & Divisions Material Processing Optical Systems Metrology Traffic solutions Civil Systems We supply reliable, We are one of very few As global metrology We develop and pro- We focus on equipment efficient and precise manufacturers in the specialists, we develop duce components and for military and civil laser technology for world to produce inte- and produce high- systems for better traffic vehicles, trains and industrial processing of grated optical systems precision production safety on the world’s aircraft, drive and stabili- various materials. Our and precision optics for measuring technology. roads. This includes zation engineering, customers benefit from the most stringent Our experience in mobile and stationary energy systems as well our holistic approach, demands in terms of tactile, optical and systems such as speed as laser and infrared as we cover the entire quality. We are a devel- pneumatic measuring and red light monitoring sensor technology. value chain – from opment and production methods puts us in a equipment and special Optoelectronic instru- semiconductor material, partner for optoelectronic position to devise solutions for detecting ments and systems for laser sources, laser sys- and optomechanical custom solutions for other traffic violations. the security industry tem and systems engi- systems, modules and the widest range of In our function as a ser- as well as software, neering for production assemblies based on opti- measuring tasks – at vice provider, Jenoptik measurement and facilities through to cal, micro-optical and lay- every stage of the pro- also covers all aspects of control technology industrial waste gas ered optic components duction process and in the associated process complement our service cleaning systems. made from glass, infrared the inspection room. chain. range. materials and plastics. Shared Service Center JENOPTIK ANNUAL REPORT 2013 _ SUCCEEDING THROUGH PERFORMANCE We are an outstanding high- FROM GOOD TO GREAT – 2013 TO 2017 tech partner to our customers! INTERNATIONALIZATION On the principle of growing INNOVATION OPERATIONAL EXCELLENCE „FROM GOOD TO GREAT“, we want to do even better justice to this claim: ~10 We energetically drive our approx. 10 percent growth per year over the market cycles operational development on, boost networks with our 800 customers and increasingly approx. 800 million euros revenue in 2017 gain access to new markets around the world. In this way 9/10 we generate growth and raise 9 to 10 percent EBIT margin over the market cycles our corporate value. _ Contents MANAGEMENT 2 Foreword of the Executive Board 6 Report of the Supervisory Board 12 Status Report 2013 16 JENOPTIK 2013 – Selected events 18 The Jenoptik Share 22 SUCCEEDING THROUGH PERFORMANCE CORPORATE GOVERNANCE 36 Corporate Governance Report 42 Information and Notes relating to takeover law 45 Remuneration Report GROUP MANAGEMENT REPORT 52 General Group Information 76 Business Report 91 Segment Reporting 95 Events after the reporting date 96 Risk and Opportunity Report 108 Forecast Report CONSOLIDATED FINANCIAL STATEMENTS 118 Consolidated Statement of Comprehensive Income 119 Consolidated Statement of Financial Position 120 Statement of Changes in Equity 122 Consolidated Statement of Cash Flows 123 Notes 178 Assurance by the Legal Representatives 179 Auditors´ Report COVER PICTURE INFORMATION Expertise in optics – one example of this can be seen on the cover image of this year’s annual report. These micro-optics (a Shack-Hartmann microlens array), in real life no larger than a thumbnail, are an all-round 180 Executive Management Board powerhouse. Because of the outstanding properties of materials such as 181 Scientific Advisory Council calcium fluoride, optics are suitable for universal use in light refraction and shaping. Used in medical systems for ophthalmology, for example, 182 Glossary they allow measurement of eye parameters. In quality assurance for 184 List of Grafics and Tables semiconductor and optical systems, or in microscopy, too, micro-optics are extremely versatile. 186 Historical Summary of Financial Data 188 Dates / Contact / Imprint Further information Further information on the Internet in the Annual Report 2 JENOPTIK ANNUAL REPORT 2013 Dr. Michael Mertin, President & CEO, and Rüdiger Andreas Günther, Chief Financial Officer 3 MANAGEMENT Foreword of the Executive Board Foreword of the Executive Board MANAGEMENT 2013 has been a challenging year, but we still succeeded in achieving our targets and increasing SUCCEEDING THROUGH PERFORMANCE revenue. This makes it the fourth successive year in which the Group generated organic growth. We can be rightly proud of this! Despite a tough market environment, we pressed on with the development of the company and secured our future with appropriate capital expenditure. This shows that Jenoptik now has the strength to remain on course in dynamic economic environ- ments, too. We continue to invest systematically in the long-term development of the company. Our sustainable strategy is bearing fruit and has been adopted by all units of the Group around the world.