Annual Report 2014
Autoneum is the global market and technology leader
in acoustic and thermal management for vehicles.
The company is a partner for the major light vehicle
manufacturers around the world. Autoneum develops
and produces multifunctional and lightweight com-
ponents and systems for optimal protection against
noise and heat. Autoneum’s innovations make vehicles
quieter, lighter and safer and help to reduce fuel
consumption and emissions.
Key figures >
Autoneum Annual Report 2014 Autoneum at a glance
Net sales
CHF million
2 053.3
1 954.7
EBIT
CHF million
117.4*
135.1
*before restructuring costs
2013
2014
2013*
2014
6%
7%
41%
Net sales
by region
46%
Net profit
CHF million
36.2
102.8
Operating cash flow
2013
2014
CHF million
165.7
138.2
2013
2014
12%
14%
38%
Number
of employees
by region
36%
Business Group Europe
Business Group North America
Business Group Asia
Business Group SAMEA
Autoneum Annual Report 2014 Contents
1
Group report
02
Letter to shareholders
10 Strategic priorities
14
Interview with Jim Carroll
44 Sustainability
46 Corporate Governance
Financial report
64 Consolidated financial statements
104 Remuneration report
108 Financial statements of Autoneum Holding Ltd
116 Review 2010–2014
118 Important dates
2
Autoneum Annual Report 2014 Letter to shareholders
Profitability
at new record high –
net profit
multiplied
Dear shareholders
In a heterogeneous market environment,
Autoneum hit a new record high in profitability
in 2014. Three years after going public, the
results of Autoneum show a remarkable level
of profit ability achieved by focusing on its core
competencies in line with the strategy. In order
to include our shareholders in this success,
the Board of Directors proposes to increase the
dividend to 4.50 CHF.
Sales growth
The production of light vehicles developed
unevenly in 2014. While production in Europe,
North America and Asia grew, the volume of
production in the SAMEA market region (South
America, Middle East, Africa, and Russia) fell
sharply compared to the previous year.
Altogether, global automobile production rose
by a moderate 3.1% to 87.4 million light
vehicles. Autoneum increased net sales in local
currencies by 1.9% in line with expectations.
Due to the lack of sales from the sold Italian
subsidiary and the continued devaluation of
various currencies, net sales in Swiss francs
fell from 2053.3 million CHF to 1954.7 million
CHF. Three out of four Business Groups
increased sales in local currencies.
New record high in profitability
In 2014, Autoneum reached a new record high in
profitability, including a rise in EBITDA by 17.3
million CHF to 201.6 million CHF. This means
Autoneum Annual Report 2014 Letter to shareholders
3
Hans-Peter Schwald – Chairman of the Board
Martin Hirzel – Chief Executive Officer
that the EBITDA margin for the first time exceeded
the 10% mark. EBIT improved by 17.7 million
CHF to 135.1 million CHF, which corresponds to
an EBIT margin of 6.9% (2013: 3.9%; 5.7%
before restructuring costs). With the increase of
1.2 percentage points in the low-margin industry
environment Autoneum has achieved a remark-
able level of profitability. All Business Groups
recorded a positive EBIT in the reporting year. The
decisive factors behind these improved results
were the successfully implemented capacity
adjustments and associated enhancement of
capacity utilization at the existing plants in
Europe, the expansion of vertical integration
through the in-house production of basic
materials and higher production volumes in Asia.
Net profit multiplied, significant rise
in earnings per share
Net profit before taxes increased by 86.4%
to 120.1 million CHF (2013: 64.5 million CHF).
The successful restructuring of subsidiaries
enabled loss carryforwards to be recognized
so that the tax ratio fell to 14.4%. Net profit
after taxes therefore multiplied from 36.2
million CHF to 102.8 million CHF. The decisive
6.9%
The EBIT margin improved to 6.9%.
4
Autoneum Annual Report 2014 Letter to shareholders
Key factors for
the improved results
were the capacity
adjustments and asso-
ciated enhancement
of capacity utilization at
the plants in Europe,
the expansion of
vertical integration and
higher production
volumes in Asia.
factor in this sharp growth was the increase
in the operating result. The return on net assets
(RONA) rose to 20.3% (2013: 10.3%), which
made it more than double the weighted average
cost of capital (WACC) of 8.7%.
Investments in the expansion of produc-
tion capacities in the growth markets, in the
increase of the vertical range of manufacture
and in operating improvements totaled
101.9 million CHF in 2014 (2013: 80.7 million
CHF). Despite this considerable rise in invest-
ments, Autoneum kept the operating net
working capital at the low prior-year level, and
an operating cash flow of 138.2 million CHF
was generated (2013: 165.7 million CHF).
At the same time net debt decreased to 53.9
million CHF (2013: 75.0 million CHF). The
equity ratio improved from 33.0% to 35.7%.
Earnings per share rose remarkably to 17.03
CHF (2013: 3.12 CHF), while cash and cash
equivalents totaled 140.9 million CHF on
December 31, 2014 (2013: 117.9 million CHF).
The significant improvement in
the operating and financial performance of
Autoneum since going public is also reflected in
the more favorable refinancing of the Group.
The syndicated loan of 130 million CHF that
expired on December 31, 2014, was replaced in
August by a new syndicated loan of 150 million
CHF. At the same time the two subordinated
loans of 12.5 million CHF each granted on the
occasion of Autoneum’s going public in 2011
were repaid ahead of schedule to the principal
shareholders, Michael Pieper and Peter Spuhler.
Further dividend increase planned
In view of the financial progress achieved, the
Board of Directors will propose to the Annual
General Meeting of March 26, 2015, the
payment of a dividend of 4.50 CHF per share
(2013: 1.30 CHF). This is equivalent to
a distribution of approximately 21 million CHF
from the reserve from paid-in capital.
Autoneum Annual Report 2014 Letter to shareholders
5
Financial highlights
CHF million
Autoneum Group
Net sales
EBITDA before loss on disposal
and restructuring
EBIT before loss on disposal
and restructuring
EBIT
Net profit
Return on net assets in % (RONA)2
Cash flows from operating activities
Investments in tangible and intangible assets
Net debt
Number of employees at year-end3
BG Europe
Net sales
EBIT before loss on disposal
and restructuring
EBIT
BG North America4
Net sales
EBIT
BG Asia
Net sales
EBIT
BG SAMEA5
Net sales
EBIT
2014
in %
2013
in %
Change
Organic
growth1
1 954.7
100.0% 2 053.3
100.0%
–4.8%
1.9%
201.6
10.3%
184.3
9.0%
9.4%
135.1
135.1
102.8
20.3
138.2
101.9
53.9
6.9%
6.9%
5.3%
5.2%
117.4
79.2
36.2
10.3
165.7
80.7
75.0
5.7%
3.9%
15.1%
70.7%
1.8% 184.2%
3.9%
10 681
10 816
–1.2%
807.7
100.0%
901.6
100.0% –10.4%
–0.3%
38.7
38.7
4.8%
4.8%
15.4
–22.8
1.7%
–2.5%
882.7
100.0%
892.4
100.0%
–1.1%
1.2%
75.1
8.5%
82.6
9.3%
145.3
100.0%
128.3
100.0%
13.2%
15.0%
19.9
13.7%
15.7
12.2%
123.9
100.0%
138.4
100.0% –10.5%
5.3%
1.5
1.2%
3.2
2.3%
Share AUTN
Share price at December 31 in CHF
Market capitalization at December 31
Basic earnings per share in CHF
Dividend per share in CHF6
169.50
783.0
17.03
4.50
136.60
633.3
3.12
1.30
24.1%
23.6%
445.8%
246.2%
1 Change in local currencies, adjusted for the sale of the Italian subsidiary
2 Net profit before interest expenses in relation to equity plus interest bearing liabilities
3 Including temporary employees but excluding apprentices
4 Including USA, Canada and Mexico
5 Including South America, Middle East, Africa and Russia
6 As proposed by the Board of Directors and subject to the approval of the Annual General Meeting
6
Autoneum Annual Report 2014 Letter to shareholders
Global light vehicle production
grew by 3.1% to around 87 million
light vehicles.
10 000
Autoneum employs more than
10 000 people worldwide.
10.3 %
The EBITDA margin reached
a new peak at 10.3%.
135.1
million CHF
EPS increased from 3.12 CHF
to 17.03 CHF.
EBIT rose by 15.1% to
135.1 million CHF.
Autoneum Annual Report 2014 Letter to shareholders
7
1.9%
Autoneum raised its net sales in
local currencies by 1.9%.
The return on net assets
(RONA) improved from 10.3%
in 2013 to 20.3%.
Autoneum achieved a remarkable level
of profitability by focusing on its core
competencies in line with the strategy.
102.8
million CHF
Net profit after taxes multiplied
from 36.2 to 102.8 million CHF.
4.8%
At 4.8%, the EBIT margin of
Business Group Europe reached
a new profitability level.
8
Autoneum Annual Report 2014 Letter to shareholders
Business Groups
Net sales of Business Group Europe nearly
reached the previous year’s level in local
currencies in 2014. In Swiss francs, net sales
fell by 10.4% to 807.7 million CHF (2013:
901.6 million CHF) due to the lack of sales from
the sold Italian subsidiary and currency effects.
With an EBITDA margin of 8.3%, Business
Group Europe has exceeded an important
mid-term financial objective. EBIT of Business
Group Europe improved from 15.4 million CHF
in 2013 to 38.7 million CHF thanks to the
selective acceptance of orders in line with the
strategy, increased production capacity
utilization owing to the capacity adjustments
completed in 2014 and optimized structural
costs. The EBIT margin accordingly rose to
4.8% and in doing so marks a new profitability
level for this Business Group.
8.3%
With an EBITDA margin of 8.3%,
Business Group Europe has exceeded an important
medium-term financial objective.
Business Group North America grew organi-
cally by 1.2% in the reporting year. Net sales in
Swiss francs fell slightly by 1.1% to 882.7
million CHF (2013: 892.4 million CHF) due to
the devaluation of the Canadian dollar. EBIT
decreased to 75.1 million CHF (2013: 82.6
million CHF). This is equivalent to 8.5% of net
sales. Lower production volumes and model
changes among main customers, operating
inefficiencies at a US plant with high sales
volumes and investments in new production
locations in the US impaired the year-on-year
result of Business Group North America.
Net sales of Business Group Asia increased by
15.0% in local currencies in 2014. Sales in
Swiss francs went up by 13.2% to 145.3 million
CHF (2013: 128.3 million CHF). EBIT of
Business Group Asia rose by 4.3 million CHF to
19.9 million CHF (2013: 15.7 million CHF),
thereby enabling the already high EBIT margin
to be increased by 1.5 percentage points to
13.7%. The decisive factors behind the growth
were higher production volumes and successful
ramp-ups among global customers, operational
excellence and the expansion of vertical
integration in China.
Business Group SAMEA (South America,
Middle East, Africa and Russia) increased
sales in local currencies by 5.3%. Net sales in
Swiss francs fell by 10.5% to 123.9 million CHF
(2013: 138.4 million CHF) due to the devalua-
tion of all currencies in this market region.
EBIT totaled 1.5 million CHF (2013: 3.2 million
CHF), which is equivalent to 1.2% of net sales.
This is attributable to lower production volumes
owing to the abrupt market downturn in Brazil.
The swift adjustment of the cost structure to
the significantly worse market environment and
operating progress in Argentina and Turkey
mitigated the downturn of the result.
Change in the Group Executive Board
The Board of Directors of Autoneum Holding
Ltd has appointed John T. Lenga as Head of
Business Group North America and member of
the Group Executive Board with effect from
March 1, 2015. John T. Lenga, who has been
responsible since 2007 as Chief Financial
Officer of Business Group North America,
succeeds Richard Derr, who retired at the end
of February 2015. Richard Derr managed
Business Group North America from 2004 until
2011 as a member of the Executive Committee
of the Automotive Systems division of Rieter
Holding Ltd and following Autoneum’s going
public in May 2011 as a member of the Group
Executive Board. The Board of Directors and
Autoneum Annual Report 2014 Letter to shareholders
9
In 2015, Autoneum
expects to achieve
a sales growth of
between 4% and 5%
in local currencies
and to further increase
its operating margin
despite negative
currency effects.
CEO Martin Hirzel thank Richard Derr for
his significant contribution and high level of
commitment to the further development of
Business Group North America and wish him
all the best for this new stage in his life.
Outlook
A subdued increase in global automobile
production of around 2% to approximately
90 million light vehicles is expected in
2015. In view of this challenging market
environment, Autoneum expects to be able to
grow by between 4% and 5% in local curren-
cies in line with its financial mid-term targets.
However, the present appreciation of the
Swiss franc against other currencies will cause
consolidated Group sales in Swiss francs
to decrease slightly on 2014 in spite of the
intended organic growth. Despite the negative
currency effects, the Group’s operating margin
should increase further.
Thank you
On behalf of the Board of Directors and the
Group Executive Board, we would like to
thank our shareholders, customers and business
partners, and the committed employees of
Autoneum.
Winterthur, March 4, 2015
Hans-Peter Schwald
Chairman of the Board
Martin Hirzel
Chief Executive Officer
10
Autoneum Annual Report 2014 Strategic priorities
Competence for the
automotive future
Autoneum further enhanced its corporate profile as a successful auto-
mobile supplier in 2014. Whether in the development and market launch
of innovative products, the expansion of customer relations or the
strengthening of the brand: today Autoneum is a well-established and
sought-after global player in the automotive industry.
Korean automobile manufacturer resulted in
corresponding orders for Autoneum in the
reporting year. Autoneum also supplied US and
Japanese OEMs with innovative sound insu-
lation systems for the interior floor following
appropriate preliminary studies. Demand
for Autoneum’s measurement systems used in
predevelopment peaked in 2014. Both auto-
mobile manufacturers and suppliers make use of
the measurement systems throughout the world
in product development, thereby once again
confirming Autoneum’s technological expertise.
Autoneum’s brand image was sustainably
strengthened by numerous measures in 2014.
For instance, Autoneum selected the “World Car
Awards” for its first global sponsorship cam-
paign. The decisive factors for the sponsorship of
this industry-leading award are the shared
commitment to innovation and the common
goal to promote operational excellence in the
automotive industry. Awareness of the Autoneum
brand as a leading automobile supplier in
acoustic and thermal management was enhanced
with an image campaign, the expansion of social
media activities, and the new corporate slogan
“Autoneum. Mastering sound and heat”.
Solutions for future requirements
The automotive industry across the world is
shaped by global trends that are exerting a major
influence on the development of future vehicle
models and components. The focus of these is
increasingly lying on reducing the environmental
impact caused by traffic. Regulations governing
fuel consumption and CO2 emissions are not only
an issue in Europe but are gaining significance
throughout the world. Following the EU regula-
tion concerning pass-by noise introduced in
2014, the acoustic management of vehicles will
in future become crucial for achieving the
required noise reduction of vehicles. In order to
develop the most suitable product for customers
and convince them with innovative technolo-
gies, systematic predevelopment is essential.
Preliminary studies on weight reduction by
means of lightweight inner dashes made of
Hybrid-Acoustics at a European SUV and a
Autoneum Annual Report 2014 Strategic priorities
11
multiplied. These significant improvements in
profitability have created the financial basis
for the further expansion of production capaci-
ties to enable future sales growth also to be
achieved. The production locations completed
in 2014 in the USA – the Autoneum plant
in Jeffersonville, Indiana, and the plant of the
Autoneum subsidiary UGN in Monroe, Ohio
– have already received orders for interior com -
ponents and are preparing for serial produc-
tion. With the launch of the textile underbody
technology Ultra-Silent in the North American
market Autoneum simultaneously laid the
foundation for future sales growth with light-
weight and multifunctional underbody
shields for globally active car manufacturers.
that are now being produced in China. The
uti lization of production capacities in Europe is
particularly secured in the Czech Republic,
Poland, Belgium, and Spain due to follow-up
orders for volume models of European vehicle
manufacturers.
A large number of awards for customer
satisfaction reflected the esteem enjoyed by
Autoneum as a reliable and long-standing
partner of OEMs. For example, the plants in
Katowice, Poland, Bloomsburg, USA, and
London, Canada, received the “GM Supplier
Quality Excellence Award”. In addition, the
plant in Katowice was singled out by PSA
Peugeot Citroën as one of the “Best Plants of
2013”. The plant in Valldoreix, Spain, was
honored for the first time as “Ford Q1
Profitability: basis for expansion
The selective acceptance of customer orders in
line with the strategy that has been pursued
since 2011 led to a growth in sales of 1.9% in
2014, which is below the annual average, while
simultaneously reaching new highs in profit-
ability. For the first time the EBIT margin
reached what for an automotive supplier is an
outstanding level of 6.9% while net profit
Expansion of customer portfolio
In order also to be able to offer Korean automo-
bile manufacturers innovative and high-perfor-
mance solutions for acoustic and thermal
management in their home market, Autoneum
established a location in South Korea in the
reporting year. This means that Korean
manufacturers will now already benefit from
Autoneum’s long-standing expertise and
extensive product portfolio during the vehicle
development and prototype phase. With its
new location Autoneum is not only making use
of the potential of the South Korean automobile
market, which is the third largest in Asia after
China and Japan, but also creates the basis for
expanding its collaboration with Korean OEMs
on global production platforms. The thereby
intended expansion of the market share in Asia
is also being supported by initial extensive
serial orders from two of the largest Chinese
OEMs that are being supplied from the existing
Autoneum plants in China and by the supply
of vehicle models of British and US customers
12
Autoneum Annual Report 2014 Strategic priorities
Supplier”. Volvo not only rewarded the plants
in Genk, Belgium, and Choceň, Czech Republic,
with the “Quality Excellence Award”, but also
paid tribute to the Polish plant in Katowice for
its environmental and social sustainability and
the Swiss plant in Sevelen for the innovative
Ultra-Silent technology.
interior and exterior noise of vehicles. In
combination with sound absorbers such as
Theta-Cell, RIMIC heatshields now also provide
protection against high-frequency sounds.
RIMIC-based heatshields are already being
used in vehicle models produced by European
and Japanese automobile manufacturers. With
Di-Light, Autoneum launched an innovative
technology for needlepunch carpets in the
reporting year. Carpet systems made of Di-Light
not only weigh less than standard needlepunch
carpets but are considerably more durable and
therefore offer enhanced haptics and optics.
The material, produced of recycled PET bottles,
will enter serial production for needlepunch
carpets in European and American car models
from 2015.
the basic material for components and
products to be manufactured with a high share
of proprietary value creation.
Following the successful introduction of
an ERP system at the Swiss locations in the
previous year, this was also implemented at all
Innovative technologies secure
market leadership
As a technology leader, the continuous develop-
ment of new products that already meet future
requirements today is decisive for Autoneum’s
long-term business success. Autoneum
expanded its product portfolio in 2014 with
innovative heatshields. As well as reflecting
heat thanks to a specifically designed perfora-
tion, heatshields made of RIMIC also offer
acoustic absorption that reduces both the
Long-term success thanks to
operational excellence
A key factor for further profitable growth is to
increase the vertical range of manufacture
through the production of basic materials. In
2014 Autoneum invested in additional carpet
and felt production lines in Europe and China,
facilities for the production of damping
materials in South America and new facilities
for the manufacturing of tailor-made felt blanks
for bulkhead and floor components at North
American and Asian locations. This will enable
Autoneum Annual Report 2014 Strategic priorities
13
North American locations (USA, Canada, and
Mexico) in 2014 without any impairment to
production. The cross-divisional standardized
business processes secured in this manner form
the basis for future efficiency improvements.
The internal global exchange of knowledge
that is already practiced intensively was
expanded further in 2014. A large number
of conferences, training courses and workshops
held for the first time in overarching corporate
divisions such as Sales, Marketing, Communi-
cation and HR served not only to inform
em ployees but also to enhance their knowledge
and skills through best practice sharing.
Living a high-performance culture –
assuming social responsibility
Environmental and social sustainability are
an essential part of Autoneum’s corporate
activities. The aim of Autoneum is therefore to
further promote the social engagement of its
employees at its locations worldwide. To this
end a “Social Engagement Award” was offered
throughout the Group in 2014 and presented
to an employee in recognition of her engage-
ment in a development aid project. The “Casa
Guatemala Children’s Village” singled out for
the Social Engagement Award offers orphaned
and neglected children in the northeast of
Guatemala shelter, education and medical care.
Thanks to the financial support of Autoneum,
the water supply of the children’s village has
been secured financially through the company’s
donations.
Living a high-performance culture at
all corporate locations is not possible without
continuous communication and intensive
dialogue with the employees. An employee
satisfaction survey based on the existing
corporate values was therefore carried out for
the first time among all employees worldwide
in 2014. The general satisfaction of employees
confirms the consistent focusing of business
activities on the corporate values. At the same
time, the survey findings serve as a basis for
future active dialogue with the employees.
14
Autoneum Annual Report 2014 Interview with Jim Carroll
Quo vadis,
mobility?
An interview with Jim Carroll,
trend and innovation expert
Autoneum Annual Report 2014 Interview with Jim Carroll
15
Mr. Carroll, you are well-known as one of
the world’s leading futurists and experts on
trends and innovations. From your point of
view, what are the key trends and challenges
in the automotive industry?
As a side note, the automotive industry is a
growth industry and annual light vehicle
production worldwide is expected to exceed the
100 million mark by 2018. I believe three key
trends are evident. The dominant role of the
Asia-Pacific region in the global automotive
market of the future will not be driven by China
alone; Indonesia and Thailand are also
becoming important markets, and Mexico is in
the fast lane, too. The second global trend is
the growing use of various production platforms
in the context of the standardization of modular
platforms as the industry strives to become
more efficient while also offering a broad and
diversified product portfolio. CO2 emissions
are becoming an even more major concern due
to the increasingly tough regulations worldwide.
And while we are currently seeing lower
carbon-based fuel prices, there is no doubt that
a clear trend toward the development of alterna-
tives, especially electric powertrains, remains
the clear priority.
Could you please outline the impact of
these trends for automobile suppliers?
As a consequence of increasing numbers
of products, shorter technology cycles, rising
pressure to innovate and global supply net-
works, and certainly the impact of technology
and connectivity as primary in-vehicle features,
automobile suppliers are confronted with
ever-greater complexity. Tough competition
makes efficiency, inventiveness and flexibility
a must. As OEMs seek to develop optimized
powertrain technologies, suppliers are likely to
provide more value-added content per vehicle.
Especially in emerging markets, the suppliers’
production footprints will have to meet future
market demands as everyone will have to
deal with emerging Chinese players entering
new segments and markets. Global presence
and a broad knowledge base are essential
for offering product ranges tailored to address
the realities and special needs of each market.
Every supplier will have to carve out a position
for himself in an extremely complex global
network. This means managing relationships,
building on one’s own strengths and core
competencies as well as sharpening the brand.
100 million
Annual light vehicle production
worldwide is expected to exceed the 100 million
mark by 2018.
How will the demand for cars and sustainable
mobility evolve within the next few years?
To secure individual mobility, OEMs and auto -
mobile suppliers are focusing on safety, envi-
ronmental compatibility and the preservation
of resources. New technologies will change cars
dramatically. This includes enhanced driver
support and higher fuel efficiency as well as new
or improved powertrains. In particular, it
means focusing on connectivity and in-car
electronics. Future cars will not really think for
themselves, but they will be able to respond
and remind us of things as they will be equipped
with driver-assistance apps and active safety
features. Cars of the future will also host info-
tainment services, enhance the usability of
smartphone capabilities and support the driver
with traffic and tourism information and
suchlike. It is a great opportunity for suppliers,
for example, to generate highly profitable
digital media revenues, but there are risks,
too. Since OEMs need to build up relationships
with affiliated companies that can create apps
tailor-made for cars, the number of players
involved in the automotive sector has already
become larger than ever. The other risk is that
historically, technology companies innovate
faster than other sectors of the economy, and
competitive as consumers are extremely
price-sensitive. Restrictions of this kind put
these technologies in a different order of
preference with regard to their chances of
becoming a common alternative to combustion
engines. Electric vehicles now exist in reality.
The concept that comes the closest to realization
and consumer acceptance is the plug-in hybrid,
and this is followed by battery electric vehicles.
The interest for pure battery electric cars and
with it their market share depends on the
recharging infrastructure, which is still limited
16
Autoneum Annual Report 2014 Interview with Jim Carroll
so automobile manufacturers and suppliers are
going to have to learn to significantly increase
their velocity of innovation.
Against this background, which direction
will product development take in your opinion?
Even suppliers that have had a measure of
success will need to go on transforming their
business and focus on sustainable products.
Not only new powertrain concepts and materials
are changing the structure of the supplier
industry; new vehicle concepts are contributing
to it, too. To generate unique selling proposi-
tions, automakers constantly focus on develop-
ing innovative technical features that improve
safety and driving comfort, ultimately aiming
at the realization of autonomous driving as
a suitable concept for everyday life. A car based
on this concept could give its driver maximum
relief from stress and responsibilities using
holistic traffic information input generated
via several sensors, cameras and assistance
programs. This seems to be the ultimate
response to faster traffic flow and increasing
urbanization, and the growing demands they
make on all traffic participants. From my
point of view, however, there is still a long way
to go, so this is primarily a long-term goal.
at present. For this reason, models with range
extenders are more future-proof. A technology
that can be seen as an example of a typical
miscalculation in this field is fuel cell technol-
ogy. After the initial hype, expectations now
seem more realistic. It is therefore obvious that,
of the alternative powertrain concepts available
at present, the plug-in hybrid is the one that
customers prefer.
Besides fuel efficiency, drivers demand
a high degree of comfort in their cars.
Products therefore need to be multifunctional.
What do you expect in the short term of the
automotive industry?
In comparison to self-driving cars, alternative
powertrain concepts such as hybrids, plug-in
hybrids and pure electric vehicles are in today’s
focus, but they have to be affordable and
“Automobile manu- facturers and suppliers have to significantly increase their velocity of innovation.” Autoneum Annual Report 2014 Interview with Jim Carroll
17
the main trends is the general increase in
comfort. This includes stress-free driving in the
sense of autonomous driving as well as the fact
of being connected to the world via the Internet
wherever you go. As I already mentioned before,
another principal trend is multifunctionality.
What do you intend to be the product category
with the highest potential in this regard?
To provide just one meaningful example,
lightweight products are particularly attractive
for automobile manufacturers because they are
multifunctional and thereby meet different
demands. Obviously, they contribute to efforts
aiming at reducing CO2 emissions, but at the
same time they offer various potential advan-
tages when it comes to introducing new
production methods, saving raw materials,
improving driving performance through weight
This concerns all areas of automobile production
and development. The lightweight example
mentioned shows the way for OEMs and for
suppliers alike: constant lightweighting will
require a holistic view of materials and of
construction and production technologies.
How can the automotive industry improve
mobility for future generations?
In order to meet both customer demands and
stringent emissions standards, trends such
as multifunctionality, connectivity and alterna-
tive powertrain concepts are in the focus of
OEMs and suppliers. Among other things,
weight reduction will become more and more
important, and as a consequence, so will
lightweight materials combined with optimized
acoustic characteristics. Advanced combustion
engines will become commonplace in the
future, and smart efficiency and digital intelli-
gence will be the key drivers.
Mr. Carroll, thank you for talking to us!
reduction or implementing additional benefits
not possible with the usual products or materials.
To be part of the automotive supply chain,
a product has to fulfill more than one purpose.
To cope with the challenges mentioned,
automotive suppliers always need to think
at least one step ahead. What should be taken
into consideration?
There are a few principal trends with regard
to the direction that specific trends will take
now and in the future. You can see these as
a structure of macro and micro trends. One of
“OEMs and suppliers need to focus on trends such as multifunctionality, connectivity, and alter native powertrain concepts.” Autoneum is also onboard.
Not necessarily visibly,
but always perceptibly.
Sustained value
Carpet systems reduce noise
entering the passenger compartment
from the road or engine bay,
thereby enhancing driving comfort.
Aesthetics and weight are decisive
Tufted carpets from Autoneum not only meet
customers’ high aesthetic demands regarding
the vehicle interior but are also lightweight,
dirt-resistant and fade-resistant.
Multifunctional
Autoneum’s heatshields
are heat-resistant
and also effectively reduce
noise emissions.
Quieter thanks to microperforation
Heatshields made of RIMIC reduce the interior
and exterior noise of vehicles by
absorbing sound. The acoustic performance
is achieved through the perforation
of the shield.
Heat-retaining
Engine encapsulations store heat
in the engine bay for longer periods.
This reduces fuel consumption
at the next cold start, thereby cutting
emissions accordingly.
Key technology for engine encapsulations
With Theta-FiberCell, Autoneum has
developed an innovative material for engine
encapsulations. The robust fiber
foam components are able to withstand
engine vibrations and temperatures
of up to 200°C.
Lightweight
Autoneum produces underbody systems
that weigh only half as much as conventional
plastic solutions. Their manufacture is
particularly environmentally friendly thanks
to the use of recycled PET bottles.
Improved aerodynamics, less noise
Underbody systems enhance the aero-
dynamics of vehicles, thereby improving fuel
efficiency and reducing CO2 emissions.
The textile underbodies made of Ultra-Silent
offer optimum stone chip protection
and a high degree of resistance to impact.
In the development and manufacture
of components, Autoneum sets great store
on keeping the environmental impacts
as low as possible throughout the entire product
life cycle. This includes both the sustainable
use of raw materials as well as the greatest
possible recyclability of the products.
44
Autoneum Annual Report 2014 Sustainability
Sustainability –
an integral part
of global
corporate activities
The principle of responsible conduct is one of Autoneum’s success factors.
Sustainability at Autoneum includes careful handling
of the environment and natural resources, responsible management of
employees and an open dialogue with customers, business partners,
authorities and the public.
Autoneum aims to keep the environmental
impact caused by its products as low as possible
throughout the entire product life cycle. This
includes production procedures that facilitate
a more effective utilization of the raw materials
used. This not only concerns the recycling of
production waste but also achieving the highest
possible degree of recyclability of the manufac-
tured components.
Autoneum’s innovations improve
the environmental performance of vehicles in
multiple ways. As well as helping to reduce
interior and exterior vehicle noise, they also
lower the weight of vehicles by means of
lightweight construction, which in turn leads
to lower fuel consumption and fewer CO₂
emissions.
In order to further reduce the environ-
mental impact of components and systems,
Autoneum launched an improved version of the
“Eco Design Tool” software developed in-house
in the reporting year. This software can be used
to forecast, analyze and optimize the selection
of raw materials, the re-use of production waste
and the energy efficiency of the manufacturing
processes of individual products.
The further improvement of production
processes was once again among the sustain-
ability priorities of Autoneum in 2014. For
example, in Behror, India, and Choceň, Czech
Republic, the company reduced the size of
the felt blanks used and optimized their cut in
order to avoid production waste. An automatic
waste extraction unit initially deployed
in A Rúa, Spain, has been installed at three
additional European locations in order to
simplify internal production waste disposal.
This means that fewer forklift trucks are
required, which has a positive impact on occu-
pational safety. Furthermore, twelve pro-
duction locations across the world from all four
Business Groups have implemented further
Autoneum Annual Report 2014 Sustainability
45
lines are set out in the company’s Code of
Conduct1. In order to sensitize the employees
to the importance of these requirements,
Autoneum held compliance trainings at numer-
ous sites across the world in 2014.
By strengthening the Quality, Environmen-
tal, Health and Safety department (QEHS),
Autoneum underlines the high priority accorded
to Group-wide safety conditions and guarantees
effective safety training for all employees:
skilled QEHS professionals within the company
were appointed as regional training officers
and have since been responsible for the training
and development of plant managers and
QEHS experts at the production sites assigned
to them.
A cross-border training course for the
development of intercultural skills was held
in 2014 for newly appointed managers. In
addition, training courses for senior managers
took place for the first time in the reporting
year to enable the latter to anchor the company’s
values more strongly within their teams and
areas of responsibility.
Based on the contract concluded in 2012
which regulates cooperation between
Autoneum and the European Works Council,
members of the company’s Group Executive
Board informed and consulted the European
Works Council on specific issues concerning
Business Group Europe in 20142.
energy-saving measures; for instance, in
Guangzhou, China, conventional lightbulbs
have been replaced by LED lights.
The multifunctional and lightweight products of Autoneum
improve the environmental performance of vehicles.
Global standards
Another focus of Autoneum’s sustainability
activities lies in the expansion of globally stan-
dardized processes at all sites. For this reason,
among other things the standards for dealing
with operational disruptions arising due to fire
or flooding were revised and expanded in
2014 in order to continue production in such
crisis situations as best as possible. At the same
time the newly created “Global Procurement”
department conducted detailed quality assess-
ments of suppliers and enhanced the efficiency
of material acquisition by reducing and
standardizing the quantity and variety of raw
materials used.
Compliance trainings
Autoneum not only respects local laws and
provisions but also maintains business
relations with all partners that are shaped by
trust and respect. The corresponding guide-
1 Published and available for download as a pdf document on Autoneum’s
website at www.autoneum.com/about-autoneum/code-of-conduct.
2 There are no statutory requirements concerning such employee
representations in the regions of the other Business Groups.
46
Corporate Governance
Autoneum is a globally oriented company that is committed to creating
long-term value. As such, it considers high standards of
Corporate Governance of utmost importance. A policy of transparent
information provision to its various stakeholder groups creates
a basis for mutual trust.
The rules and regulations of Corporate Gover-
nance are laid out in numerous Autoneum
documents, in particular the Articles of Associ-
ation1, the Organizational Regulations2 and
the Board Committee Regulations. The content
and structure of this report conform to the
Corporate Governance guidelines and their
related commentaries published by the SIX
Swiss Exchange.
New legal regulations for listed companies
in Switzerland came into force as of January 1,
2014, with the “Ordinance against Excessive
Compensation in Listed Stock Corporations”
(Ordinance) that replaced Art. 663bbis of the
Swiss Code of Obligations and contain more
extensive provisions concerning the remuner-
ation of the Board of Directors and Group
Executive Board. After the approval of the share-
holders at the 2014 Annual General Meeting,
the ordinance was implemented and the Articles
of Association1 were amended accordingly.
The Board of Directors also revised the Organi-
zational Regulations2 in the reporting year.
1 www.autoneum.com/investor-relations/corporate-governance/
2 www.autoneum.com/about-autoneum/
Unless stated otherwise, the data pertain to
December 31, 2014. Information will be
updated regularly on www.autoneum.com/
investor-relations. Some data refer to the
financial section of this Annual Report.
The Remuneration report can be found
from page 104 onwards.
1 Group structure and shareholders
Group structure
Autoneum Holding Ltd is a company incorpo-
rated under Swiss law, with its registered offices
in Winterthur. Its shares are listed on the SIX
Swiss Exchange (securities code 12748036,
ISIN CH0127480363, symbol AUTN). Market
capitalization as of December 31, 2014, was
783.0 million CHF.
Autoneum Group consists of the four
Business Groups Europe, North America, Asia,
and SAMEA (South America, Middle East,
Africa, and Russia), the Corporate Finance
department and those cross functions that
report directly to the CEO. It includes all
Autoneum Annual Report 2014 Corporate Governance
47
companies controlled by Autoneum Holding Ltd.
Within the framework of internal regula-
tions, the Business Groups are responsible for
the profitability of each individual company
with the exception of those business activities
and companies that report directly to the CEO.
Each Business Group has been established
for a clearly defined and demarcated specific
market region. Each of these Business Groups
conducts its business within the framework
of the Organizational Regulations3 and under
the leadership of the Business Group Head,
who reports directly to the CEO of the Autoneum
Group.
The segment reporting information can be
found on page 79f.
The Corporate Finance department and
those cross functions that report directly to
the CEO support the CEO, the Business Group
Heads, and the Board of Directors in their
management and supervisory functions, and
are responsible for the activities outside the
Business Groups such as management of
holding companies and pension funds. Subsid-
iary companies are founded based on legal,
business, and financial considerations. One
responsible person (Head of Legal Unit) is
appointed for each company. He is responsible
for local financial management as well as for
compliance with national laws and regulations
and internal guidelines.
Companies with participation of further
shareholders are principally managed as
described above and according to the respective
agreements.
35 companies worldwide belonged to the
Autoneum Group as of December 31, 2014.
An overview on affiliates comprising the names,
domiciles and share capital of the affiliates
and the voting rights held by the Autoneum
Group can be found on page 102. The manage-
ment organization of the Autoneum Group is
independent of the legal structure of the Group
and the individual companies.
Organization
As per December 31, 2014
Autoneum
Holding Ltd
Board of Directors
Autoneum
Group
Martin Hirzel
CEO
Corporate Finance
Martin Zwyssig
CFO
Business Group
Europe
Matthias Holzammer
Business Group
North America
Richard Derr
(until February 28, 2015)
Business Group
Asia
Uwe Trautmann
Business Group
SAMEA
Volker
Eimertenbrink
3 www.autoneum.com/about-autoneum/
Autoneum Annual Report 2014 Corporate Governance
48
Significant shareholders
As of December 31, 2014, Autoneum was
aware of the following shareholders with 3%
or more of all voting rights in the company:
· Artemis Beteiligungen I AG/Centinox Holding
AG/Michael Pieper, Hergiswil, Switzerland
· PCS Holding Ltd, Warth-Weiningen/Peter
Spuhler, Weiningen, Switzerland
All notifications of shareholders with 3%
or more of all voting rights in the company have
been reported to the Disclosure Office of the
SIX Swiss Exchange in accordance with Art. 20
of SESTA (Swiss Stock Exchanges and Securities
Trading Act) and published via its electronic
publication platform on www.six-exchange-
regulation.com/obligations/disclosure/major_
shareholders_en.html, where also further
details can be found.
As of December 31, 2014, Autoneum
Holding Ltd held 1.14% of the share capital
(53 180 shares).
The lock-up agreement signed in connec-
tion with the separation of Autoneum by
the two principal Autoneum shareholders,
PCS Holding Ltd and Artemis Beteiligungen I Ltd,
was cancelled on the conclusion of a new
syndicated loan in the amount of 150 million CHF
in August 2014.
Cross-holdings
Autoneum has no information about cross-
holdings of capital or voting shares exceeding
the limit of 5%.
2 Capital structure
Share capital
On December 31, 2014, the share capital of
Autoneum Holding Ltd totaled 233618.15 CHF.
This was divided into 4 672 363 fully paid up
registered shares with a par value of 0.05 CHF
each. The shares are listed on the SIX Swiss
4 www.autoneum.com/investor-relations/corporate-governance/
Exchange (securities code 12748036,
ISIN CH0127480363, symbol AUTN).
Authorized share capital
There is no authorized share capital available at
Autoneum Holding Ltd.
Contingent capital for issuing convertible and/
or warranty bonds or granting shareholder
options
The share capital may be increased by up to
700 000 fully paid registered shares with
a nominal value of 0.05 CHF each in an amount
not to exceed 35 000 CHF through the volun-
tary or mandatory exercise of conversion rights
and/or warrants granted in connection with
the issuance of bonds or similar financial instru-
ments by the company or one of its Group
companies on national or international capital
markets, and/or through the exercise of
option rights granted to the shareholders. The
preemptive rights of the shareholders on the
issuance of bonds or similar financial instru-
ments with which conversion rights and/or
warrants are connected shall be excluded. The
then current owners of conversion rights
and/or warrants shall be entitled to subscribe
to the new shares. The conditions of the
conversion rights and/or warrants shall be
determined by the Board of Directors. The
acquisition of shares as well as each subsequent
transfer of shares are subject to the restrictions
in §4 of the Articles of Association4.
In connection with the issuance of bonds
or similar financial instruments with which
conversion rights and/or warrants are connected,
the Board of Directors is empowered to restrict
or exclude the advance subscription rights of
shareholders if (1) such instrument is issued for
the financing or refinancing of the acquisition
of corporations, parts thereof, equity holdings
or investments or if (2) such instrument is
issued (i) on national or international capital
markets or (ii) to one or more financial
inves-tors. If the advance subscription rights
Autoneum Annual Report 2014 Corporate Governance
49
There have been
no changes to the share
capital of Autoneum
Holding Ltd since the
company’s founding
on December 2, 2010.
Changes in share capital
There have been no changes to the share capital
of Autoneum Holding Ltd since the company’s
founding on December 2, 2010. The General
Meeting of March 22, 2011, adopted a contin-
gent share capital of 35 000 CHF (see page 48)
and a contingent share capital of 12 500 CHF
(see above). The authorized share capital
of 47 500 CHF adopted at the same General
Meeting of March 22, 2011, expired after
two years on March 22, 2013, without being
utilized. It was not extended, and there is
therefore no authorized share capital available
at Autoneum Holding Ltd.
Participation and dividend-right certificates
Autoneum Holding Ltd has issued neither
participation certificates nor dividend-right
certificates.
Shares
Autoneum Holding Ltd has issued 4 672 363
fully paid up registered shares with a nominal
value of 0.05 CHF each. Each registered share
is entitled to dividends and entitles the holder
to one vote at General Meetings of Autoneum
Holding Ltd shareholders. The Board of Directors
maintains a share register in which the owners
and usufructuaries are registered with name/
company name and address with the following
conditions. Only those persons listed in the
share register will be recognized as company
are restricted or excluded by the Board of
Directors, the following shall apply: the
issuance of such instrument shall be made at
prevailing market conditions, and the new
shares shall be issued pursuant to the relevant
conditions of that financial instrument.
Conversion rights may be exercised during
a maximum ten-year period, and warrants
may be exercised during a maximum seven-year
period, in each case from the date of the
respective issuance. The issuance of the new
shares upon voluntary or mandatory exercise
of conversion rights and/or warrants shall
be made at conditions taking into account the
market price of the shares and/or comparable
instruments with a market price at the time
of issuance of the relevant financial instrument.
Contingent capital for employee
participation shares
The share capital may be increased by a
maximum of 12 500 CHF through the issuance
of up to 250 000 fully paid up registered
shares with a par value of 0.05 CHF each to
employees of the company or one of its Group
companies. The preemptive rights and the
advance subscription rights of the sharehold-
ers shall be excluded. The issuance of these
shares to employees will be in accordance with
one or more regulations issued by the Board
of Directors and will take appropriate account
of employee performance, position and degree
of responsibility, and economic viability
criteria subject to §24 of the Articles of Associa-
tion5. Shares or options may be issued to
employees at a price lower than that quoted
on the stock exchange. The acquisition of
shares within the framework of the employee
participation plan, as well as every subse-
quent transfer of these shares, is subject to the
limitations set forth in §4 of the Articles of
Association5.
5 www.autoneum.com/investor-relations/corporate-governance/
Autoneum Annual Report 2014 Corporate Governance 50
shareholders or usufructuaries. Any changes
of name or address must be communicated to
the company. Those who acquire registered
shares must make written application for entry
in the share register. The company can refuse
such entry to parties who do not expressly
declare that they have acquired and will hold
these registered shares in their own names
and for their own account. If persons fail to
expressly declare in their registration applica-
tions that they hold the shares for their own
account (“nominees”), the Board of Directors
shall enter such persons in the share register
with the right to vote, provided that the
nominee has entered into an agreement with
the company concerning his or her status,
and further provided that the nominee is
subject to a recognized bank or financial market
supervision. After hearing the registered
shareholder or nominee, the Board of Directors
may cancel any registration in the share
register made based on incorrect information
with retroactive effect as of the date of registra-
tion. The relevant shareholder or nominee
must be informed immediately of the cancella-
tion. The Board of Directors regulates the
details and issues the instructions necessary
for compliance with the provisions set forth
above. In special cases, the Board of Directors
may grant exemptions from the rule concern-
ing nominees and may delegate its duties.
The company only recognizes one proxy
per share. Voting rights and associated
rights may only be exercised in relation to the
company by a shareholder, usufructuary or
nominee entered in the share register as having
the right to vote.
The registered shares of Autoneum
Holding Ltd are issued in the form of securities
and registered as book-entry securities (in
the sense of the Book-Entry Securities Act) at
SIX SIS AG. Book-entry securities with underly-
ing shares of the company may not be trans-
ferred by way of assignment. Security interests
for these book-entry securities cannot be
6 www.autoneum.com/investor-relations/corporate-governance/
granted by means of assignment. The company
is entitled to convert at any time and without
the approval of shareholders shares issued in
the form of uncertificated securities into indi-
vidual share certificates or global share certifi-
cates. Shareholders are not entitled to have
shares issued in one particular form trans-
formed into another form. Any shareholder is,
however, entitled to request at any time that
the company issues a certificate stating the
number of shares registered in his or her name.
Restrictions on share transfers and nominee
registrations
Those persons entered in the shareholders’
register are recognized as voting shareholders.
Autoneum shares can be bought and sold
without any restrictions. In accordance with
§4 of the Articles of Association6, entry in the
register of shareholders can be denied in
the absence of an explicit declaration that the
shares are held in the applicant’s own name
and for the applicant’s own account. There are
no other registration restrictions.
Shares held in a fiduciary capacity are not
principally entered in the shareholders’
register. However, as an exception to this rule,
a nominee is entered in the register if the
nominee in question has concluded a nominee
agreement with Autoneum and is subject to
a recognized bank or financial supervisory
authority. The nominee exercises voting rights
at the Annual General Meeting of shareholders.
At the request of Autoneum Holding Ltd, the
nominee is obliged to disclose the name of the
person on whose behalf it holds shares.
A resolution of the General Meeting
approved by the absolute majority of the voting
shares represented is required in order to cancel
the restrictions on share transfers.
Convertible bonds and options
Autoneum Holding Ltd has no convertible
bonds or options outstanding.
Autoneum Annual Report 2014 Corporate Governance 51
(c) mandates held with companies that do not
qualify as companies within the meaning of
Art. 727, para. 1, clause 2 of the Swiss Code of
Obligations; (d) mandates held with nonprofit
organizations and foundations as well as
pension funds. The number of mandates
pursuant to (c) and (d) is limited to a total of 20.
Mandates held with various legal entities
that are under joint control or controlled by the
same beneficial owner count as one mandate.
Mandates held with the supreme management
or administrative body of a legal entity that is
required to be registered in the commercial
register or an equivalent register abroad count
as mandates.
Election and term of office, principles of the
election procedure
The Chairman and the other members of the
Board are elected individually by the General
Meeting and for a one-year term of office,
meaning from one Annual General Meeting
to the next one.
Board members can be reelected. They
retire at the Annual General Meeting following
their 70th birthday, although the Board of
Directors can lift the age limit in individual
cases. Nominations for election to the Board
of Directors are made with due regard for the
balanced composition of this body, taking
industrial and international management experi-
ence and specialist knowledge into account.
Internal organization
The Board of Directors is responsible for the
business strategy and supervisory management
of the Autoneum Group and Group companies.
It exercises a supervisory function over the per-
sons who have been entrusted with the business
management.
3 Board of Directors
The composition, general rights, duties and
responsibilities of the Board of Directors of
Autoneum Holding Ltd are pursuant to the
Swiss Code of Obligations and the Autoneum
Holding Ltd Articles of Association7 and
Organizational Regulations8.
Board membership
Pursuant to the Articles of Association7, the
Board of Directors of Autoneum Holding Ltd
consists of no less than three and no more than
nine members. As of December 31, 2014,
the Board of Directors comprised six members,
none of whom performed executive duties.
The functions of Chairman of the Board and
CEO are separated in order to ensure a good
balance between the company management
and supervisory bodies.
Independence of non-executive members
The Board of Directors consists of non-executive
members, which means that none of the
members have exercised any operational
activities for Autoneum in the three financial
years preceding the reporting period. The
members of the Board of Directors and the
companies represented by them do not have
any significant business relationships with
companies of the Autoneum Group (but see
page 99).
Permissible activities outside the
Autoneum Group
According to §20 of the Articles of Association7,
no member of the Board of Directors may
assume more than fifteen additional mandates
and no more than five of these may be held with
listed companies. This restriction does not
apply to (a) mandates held with companies that
control or are controlled by Autoneum Holding
Ltd; (b) mandates assumed by a member of
the Board of Directors by order of Autoneum
Holding Ltd or companies under its control;
7 www.autoneum.com/investor-relations/corporate-governance/
8 www.autoneum.com/about-autoneum/
Autoneum Annual Report 2014 Corporate Governance
52
Board of Directors
Hans-Peter Schwald (1959)
Chairman
Swiss national
Rainer Schmückle (1959)
Vice Chairman
German national
Michael Pieper (1946)
Board member
Swiss national
First elected to the Board Board mem-
ber since 2011 . Educational and pro-
fessional background Lic. oec. HSG;
owner and CEO of Artemis Holding AG .
Other activities and interests Member
of the Board of various Artemis and
Franke subsidiaries worldwide; Board
member, Berenberg Bank (Schweiz)
AG, Zurich; Hero AG, Lenzburg; Forbo
Holding Ltd, Baar; Adval Tech Holding
Ltd, Niederwangen; Rieter Holding Ltd,
Winterthur . Non-executive
First elected to the Board Board
member and Chairman since 2011 .
Educational and professional back-
ground Lic. iur. HSG, lawyer; Chairman
and Managing Partner in the legal prac-
tice of Staiger, Schwald & Partner AG,
Zurich . Other activities and interests
Chairman of the Board of Directors of
Ruag Holding AG, Bern; Vice Chairman
of the Board, Stadler Rail AG, Bussnang;
Board member, Rieter Holding Ltd,
Winterthur; Chairman, AVIA Association
of Independent Importers of Petroleum
Products, Zurich; Board member of
other Swiss joint stock companies .
Committees Chairman of the Strategy
Committee; Member of the Audit, the
Compensation and the Nomination
Committee . Non-executive
First elected to the Board Board
member and Vice Chairman since 2011
Educational and professional back-
ground Dipl. Wirtsch.-Ing. University of
Karlsruhe; from 1984 to 1997 various
positions at the Daimler Group, includ-
ing CFO and Senior Vice President IT
of Freightliner LLC; from 1998 to 2000
first CFO and then CEO of Adtranz LLC;
from 2001 to 2005 President and CEO
of Freightliner LLC; from 2005 to 2010
COO of Mercedes Car Group; from 2010
to 2011 Operating Partner of Advent
International; from 2011 to 2014 Chief
Operating Officer and President Seating
Systems of Johnson Controls; since
November 2014 CEO of MAG Group .
Other activities and interests Member
of the Board of Directors or Advisory
Board of two privately held companies
Committees Chairman of the Audit
Committee; Member of the Strategy
Committee . Non-executive
Autoneum Annual Report 2014 Corporate Governance
53
This E. Schneider (1952)
Board member
Swiss national
Peter Spuhler (1959)
Board member
Swiss national
Ferdinand Stutz (1957)
Board member
Swiss national
First elected to the Board Board
member since 2011 . Educational and
professional background Lic. oec.
HSG; from 1991 to 1993 Chairman and
CEO of listed company SAFAA, Paris;
from 1994 to 1997 member of the
Executive Board, Valora Group,
as Managing Director of the Canteen
and Catering Division; from 1997 to
2002 Executive Chairman and CEO of
the Selecta Group; from 2004 until
March 2014 Executive Chairman and
CEO, Forbo Group; since April 2014
Executive Chairman of the Board
of Directors of Forbo Group . Other
activities and interests Board member,
Galenica SA, Bern; member of the
Board, Rieter Holding Ltd, Winterthur
Committees Chairman of the Compen-
sation and the Nomination Committee .
Non-executive
First elected to the Board Board
member since 2011 . Educational and
professional background Majority
shareholder and CEO of Stadler Rail
AG, Bussnang . Other activities and in-
terests Chairman of the Board, Stadler
Rail AG, Bussnang, and of several other
companies of the Stadler Rail Group;
Aebi-Schmidt Holding Ltd, Burgdorf,
and PCS Holding Ltd, Warth-Weiningen.
Board member, Walo Bertschinger
Central AG, Zurich; Allreal Holding AG,
Baar; Rieter Holding Ltd, Winterthur;
DSH Holding AG, Warth-Weiningen;
Wohnpark Promenade AG, Frauenfeld.
Member of the National Council of the
Swiss Parliament from 1999 to 2012 .
Non-executive
First elected to the Board Board
member since 2011 . Educational and
professional background Dipl.
Giesserei-Ing. University of Duisburg;
from 1982 to 1989 Operations Manager
and Deputy Manager Foundry for Rieter
Ltd, Winterthur; from 1989 to 1994
Department Manager and as of 1994
co-partner and Executive Director of
Schubert+Salzer; from 1995 to 1997
Executive Director of Georg Fischer
Eisenguss GmbH, Leipzig; from 1998
to 2009 member of the Management
Board of Georg Fischer AG and CEO
of GF Automotive; since 2009 owner
and founder of Stutz Improvement AG .
Other activities and interests Member
of the Advisory Board of Halder Beteili-
gungsgesellschaft GmbH, Frankfurt;
member of the Board of Directors or
Advisory Board of other private stock
companies . Committees Member of
the Audit, Strategy, the Compensation
and the Nomination Committee .
Non-executive
Autoneum Annual Report 2014 Corporate Governance 54
The Board of Directors is responsible for all
transactions that are not explicitly reserved for
the General Meeting or other bodies according
to the law, the Articles of Association9 and
the Organizational Regulations10. It prepares
the Annual General Meeting and makes the
necessary arrangements for implementing
resolutions adopted by the Annual General
Meeting. The Board of Directors has the
following decision-making authority:
· composition of the business portfolio and
strategic direction of the Group;
· definition of the Group structure;
· appointment and dismissal of the members of
the Group Executive Board;
· definition of the authority and duties of the
Chairman and the committees of the Board of
Directors as well as the CEO and CFO of the
Autoneum Group and the Business Group
Heads;
· organization of accounting, financial control
and financial planning;
· approval of strategic and financial planning,
the budget and the Annual Report with
business review, financial statements, consoli-
dated financial statements, and Remuneration
report;
· principles of financial and investment policy,
personnel and social policy, management and
communications;
· signature regulations and allocation of
authority of Autoneum Holding Ltd;
· principles of internal auditing;
· decisions on investment projects involving
expenditure in excess of 10 million CHF;
· issuance of bonds and other financial market
transactions;
· incorporation, purchase, sale and liquidation
of subsidiaries.
The Board of Directors comprises the Chairman,
the Vice Chairman and the other members.
The Chairman of the Board of Directors and the
members of the Compensation Committee are
9 www.autoneum.com/investor-relations/corporate-governance/
10 www.autoneum.com/about-autoneum/
Once a year the Board
of Directors carries
out a self-assessment.
elected for a one-year term of office by the
General Meeting. Apart from this, the Board of
Directors is self-constituting. The Board of
Directors appoints a secretary who need not be
a member of the Board of Directors. The Vice
Chairman deputizes for the Chairman in his
absence. The Board of Directors has a quorum
if the majority of members are present or if the
Board members are able to communicate with
each other by telephone, video conference,
Internet or other electronic means. Motions of
the Board of Directors are approved by a simple
majority of the votes of the members present.
In the case of a tie, the Chairman has the
casting vote.
In 2014, the members of the Board of
Directors met for five regular meetings. They all
lasted around half a day, one of which was
held abroad followed by a visit of a production
plant. The attendance rate was 100%. In
addition, four telephone conferences were
held.
The agendas for the Board meetings are
drawn up by the Chairman. Any member of the
Board can also propose items for inclusion on
the agenda. Board meetings are generally also
attended by the CEO and the CFO while the
other members of the Group Executive Board
attend as necessary regarding business matters
concerning them. They give an overview of the
results, outlook and budget of their operating
units, and present those projects requiring the
approval of the Board of Directors.
The Board of Directors holds a special
meeting once a year to review its performance,
internal working methods and cooperation
with the Group Executive Board. This takes the
Autoneum Annual Report 2014 Corporate Governance 55
form of a self-assessment and includes an
assessment of the state of information of Board
members with regard to the Group and its
business development.
statutory and Group auditors, the CEO and the
CFO, and other members of the Group Executive
Board and management as appropriate. The
main duties of the Audit Committee are:
Should there be a conflict of interest in
the course of making decisions on business
matters and items on the agenda, the respec-
tive Board member must stand aside prior to
discussion of the matter in question and
abstain from voting when passing a resolution.
Committees
Besides the Compensation Committee the
Board of Directors has appointed an Audit, a
Nomination and a Strategy Committee from
among its members in order to assist it in its
duties. The Compensation and the Nomination
Committee took over the tasks of the former
Personnel, Compensation and Nomination
Committee in the reporting year. The commit-
tees are fundamentally advisory and prepara-
tory bodies and have no decision-making
powers; resolutions are passed by the Board as
a whole. Each committee has written terms of
reference specifying its tasks and responsibili-
ties. Since April 2014, the members of the
Compensation Committee have been elected by
the Annual General Meeting. The Chairman and
further members of the other committees are
elected by the Board of Directors. The commit-
tees meet regularly and are required to prepare
minutes of their meetings and recommenda-
tions for perusal at the regular meetings of the
Board of Directors.
The Audit Committee currently consists of three
members of the Board. Its Chairman is Rainer
Schmückle; the other members are Hans-Peter
Schwald and Ferdinand Stutz. In the 2014
financial year none of the members of the Audit
Committee performed executive duties. The
Chairman is elected for one year. The Audit
Committee meets at least twice each financial
year. The meetings are also attended by the
Head of Internal Audit, representatives of the
11 www.autoneum.com/investor-relations/corporate-governance/
· elaborating principles for external and
internal audits for submission to the Board of
Directors, and providing information on their
implementation;
· assessing the work of the external and internal
auditors as well as their mutual cooperation
and reporting to the Board of Directors;
· assessing the reports submitted by the
statutory auditors as well as the invoiced
costs;
· overall supervision of risk management and
acceptance of the Group Executive Board’s
risk report addressed to the Board of
Directors;
· assisting the Board of Directors in nominating
the statutory auditors and the Group auditors
for submission to the Annual General Meeting;
· scrutinizing the results of internal audits,
approving the audit schedule for the following
year and nominating the Head of Internal Audit;
· the Chairman of the Audit Committee is
responsible for accepting complaints (whistle-
blowing) in connection with the code of
conduct11.
The Audit Committee met for two regular
meetings in 2014. Both meetings lasted three
to four-and-a-half hours. All committee
members attended these meetings and received
regular written reports from the internal auditors.
The Compensation Committee consists of three
members. The Chairman of this committee
is This E. Schneider. The other members are
Hans-Peter Schwald and Ferdinand Stutz. The
committee meets whenever the need arises,
but at least twice a year. It draws up the princi-
ples for the remuneration of members of the
Board of Directors, the Group Executive Board
and senior management within the Autoneum
Autoneum Annual Report 2014 Corporate Governance
56
Group, in particular bonus programs and share
allocation plans (LTI), as well as the Remu-
neration report and the proposals concerning
the total maximum remuneration amount
for the Board of Directors and Group Executive
Board to be submitted annually by the Board
of Directors for approval by the shareholders at
the Annual General Meeting.
The Nomination Committee consists of three
members. This E. Schneider is Chairman of this
committee, Hans-Peter Schwald and Ferdinand
Stutz the other members. The committee
meets whenever necessary, but at least twice
a year. This committee stipulates the profile
of requirements and the principles for selecting
members of the Board of Directors and prepares
the election of new members of the Group
Executive Board and their terms of employment.
It is also briefed on succession plans for the
Board of Directors, Group Executive Board and
senior management, and the relevant develop-
ment plans.
The members of the Personnel, Compensa-
tion and Nomination Committee and of the
Compensation and the Nomination Committee
deriving therefrom in the reporting year held
five regular meetings in 2014. Each meeting
lasted one to three-and-a-half hours. All com-
mittee members attended all meetings.
The Strategy Committee consists of three
members: Hans-Peter Schwald is Chairman;
Rainer Schmückle and Ferdinand Stutz are
the other members.
The Strategy Committee meets at least
twice a year. The meetings are also attended by
the CEO and the CFO, and other members of
the Group Executive Board and management as
appropriate.
The main duties of the strategy committee
are: supporting and assisting the Board of
Directors in strategic planning, especially in
assessing market changes and developments
affecting the Group; assessing Autoneum’s
12 www.autoneum.com/about-autoneum/
short- and long-term strategic orientation,
in particular with regard to markets, customers,
competitors, products and technologies; as
well as support with strategically important
projects.
The Strategy Committee met in 2014
for two regular meetings and a two-day strategy
workshop with the entire Group Executive
Board. Each of the regular meetings lasted
between three and four hours depending on the
agenda. All committee members attended all
meetings and the strategy workshop.
The Strategy Committee
met in 2014 for two
regular meetings and
a two-day strategy
workshop with the entire
Group Executive Board.
Allocation of authority
The Board of Directors delegates operational
business management to the CEO. The members
of the Group Executive Board report to the CEO.
The allocation of authority between the Board
of Directors and the CEO is stipulated in the
Organizational Regulations12, while details of
the tasks reserved for the Board of Directors
can be found on page 51ff. (“Internal Organi-
zation”). The cooperation between the Board
of Directors, the CEO and the Business Groups
is stipulated in the Group’s Organizational
Regulations12, which include the following. The
CEO draws up the strategic and financial
planning statements and the budget with the
Group Executive Board, and submits them to
the Board of Directors for approval. He reports
regularly on the course of business as well
as on risks and changes in personnel at the
Autoneum Annual Report 2014 Corporate Governance
57
The members of the Audit Committee, the CEO,
the CFO and appointed members of the
management receive the internal audit reports.
Internal audit conducted eleven regular audits
in 2014. The results were discussed in detail
with the Business Groups and the companies
concerned, and appropriate measures have
been initiated and monitored accordingly.
Code of Conduct
The Code of Conduct is an integral part of
every employment contract of every employee.
The Code of Conduct is explained to employ-
ees in the individual units, and compliance with
the same is verified regularly in the context
of internal audits and by additional audits.
The Code of Conduct can be found at www.
autoneum.com/en/about-autoneum/code-of-
conduct/.
4 Group Executive Board
The Group Executive Board had six members
on December 31, 2014: the CEO, the CFO
and the four Business Group Heads. For addi-
tional information about the Group Executive
Board members please refer to page 58f.
Permissible activities outside the
Autoneum Group
According to §20 of the Articles of Association14,
no member of the Group Executive Board
may assume more than four additional man-
dates and no more than five of these may be
held with listed companies. This restriction does
not apply to (a) mandates held with companies
that control or are controlled by Autoneum
Holding Ltd; (b) mandates assumed by a member
of the Group Executive Board by order of
Autoneum Holding Ltd or companies under its
control; (c) mandates held with companies
that do not qualify as companies within the
meaning of Art. 727, para. 1, clause 2 of the
Swiss Code of Obligations; (d) mandates held
management level. In addition to periodic
reporting, he is obliged to inform the Board of
Directors immediately about any business
transactions of fundamental importance.
Information and control instruments
regarding the Group Executive Board
The Board of Directors receives a written
monthly report on the key figures of the Group
and the Business Groups from the Group
Executive Board. This provides information on
the balance sheet, cash flow and income
statements as well as capital expenditure. The
figures are compared with the budget and with
the previous year. The Board of Directors is
also informed at each meeting about the course
of business, important projects and risks, as
well as ongoing earnings and liquidity budget
planning. Should the Board of Directors have
to rule on major projects according to the Orga-
nizational Regulations13, a written request is
submitted prior to the meeting.
The projects approved by the Board of
Directors are monitored within the context
of a special project controlling submitted to the
Board of Directors every quarter. Once a year,
the Board of Directors discusses and decides
on the strategic plans drawn up by the Group
Executive Board and the financial plan.
Financial statements for publication are drawn
up twice a year. Furthermore, the Chairman
of the Board of Directors has a regular monthly
meeting with the CEO and the CFO with respect
to all major issues of corporate policy.
The Board of Directors has initiated and
implemented a comprehensive internal control
system for risk monitoring in connection with
business activities, which covers risk identifica-
tion, analysis, and control as well as risk
reporting. Refer to pages 74-77 for details of
this risk management process and on financial
risk management.
13 www.autoneum.com/about-autoneum/
14 www.autoneum.com/investor-relations/corporate-governance/
Autoneum Annual Report 2014 Corporate Governance
58
Group Executive Board
Martin Zwyssig (1965)
Chief Financial Officer (CFO)
Swiss national
Martin Hirzel (1970)
Chief Executive Officer (CEO)
Swiss national
Uwe Trautmann (1957)
Head Business Group Asia
German national
Member of the Group Executive
Board since 2014 . Educational and
professional background Master
in Accounting and Finance, Dr. oec.
HSG, University of St. Gallen; from
1995 to 1997 Group Controller Swiss
Bank Corporation; from 1997 to 2001
Divisional Controller Sarna Kunststoff
Holding; from 2001 to 2002 Senior Vice
President Finance & Controlling EMS-
TOGO Group; from 2003 to 2008 Group
CFO Schaffner Holding AG; from 2008
to 2013 Group CFO Ascom Holding AG;
in the current function since 2014 .
Member of the Group Executive Board
since 2011 . Educational and profes-
sional background Dipl. Betriebs-
ökonom HWV; General Management
Program at Harvard Business School;
from 1989 to 1994 Business Unit
Controller of IBM (Switzerland) AG;
from 1997 to 1999 Chief Controller In-
ternational of Division Textile Systems
for Rieter Holding Ltd; from 2000 to
2005 General Manager of Rieter Textile
Systems China; from 2005 to 2007
Head of Business Unit China of Rieter
Automotive Systems; from 2007 to
2011 as Head Business Group SAMEA
a member of the Executive Committee
of the Division Automotive Systems of
Rieter Holding Ltd; in the current func-
tion since 2011 .
Member of the Group Executive Board
since 2011 . Educational and profes-
sional background Dipl. Maschinen-
bauingenieur, Dr. oec. Technische
Hochschule Zwickau; from 1992 to 1997
responsible for the regional operations
of the German company Aesculap AG
in Penang, Malaysia; from 1997 to 2004
responsible for the Asian operations
of the German company ZF Lenksysteme
GmbH in Malaysia as well as in
Shanghai as of 2002; from 2004 to
2007 CEO China operations of the
German company KGaA Hella & Co. in
Shanghai; from 2007 to 2011 as Head
Business Group Asia a member of the
Executive Committee of the Division
Automotive Systems of Rieter Holding
Ltd; in the current function since 2011 .
Autoneum Annual Report 2014 Corporate Governance 59
Volker Eimertenbrink (1959)
Head Business Group SAMEA
German national
Matthias Holzammer (1965)
Head Business Group Europe
German national
Richard Derr (1952)*
Head Business Group North
America . US national
Member of the Group Executive Board
since 2012 . Educational and profes-
sional background Dipl. Wirtschafts-
ingenieur FH; from 1985 to 1995 as
production/value engineer and design
engineer for Hymmen GmbH and Fr.
Buschjost GmbH & Co.; from 1995 to
2008 at Faurecia Autositze GmbH in
various leading positions in controlling
and engineering; from 2008 to 2011
CFO Automotive Systems Division of
the Rieter Group; from 2011 to 2012
Head Corporate Controlling and Deputy
CFO of Autoneum Management AG; in
the current function since 2012 .
Member of the Group Executive Board
since 2012 . Educational and profes-
sional background Dipl. Wirtschafts-
ingenieur FH; from 1993 to 2009
leading functions in manufacturing
and logistics at Brose Fahrzeugteile
GmbH & Co. KG, Faurecia Sitztechnik
GmbH & Co. KG and at Beru AG; from
2009 to 2011 Managing Director
Production for Keiper GmbH & Co. KG
(later Johnson Controls); most recently
General Manager of the Product
Business Unit “Metal Region Europe”;
in the current function since 2012 .
Member of the Group Executive Board
since 2011 . Educational and profes-
sional background MBA from Harvard
Graduate School of Business; from 1979
to 1995 in the Automotive business of
the US company Allied Signal, most re-
cently as Group Director, Finance-Safety
Restraints; from 1995 to 2000 at Solvay
Automotive Inc. and its successor,
Inergy Automotive Systems (USA) LLC,
most recently as CFO and Vice President
Program Management; from 2000 to
2001 Vice President Finance, USA and
Canada at Tower Automotive; from 2002
to 2004 initially as CFO and from 2004
to 2011 as Head Business Group North
America a member of the Executive
Committee of the Division Automotive
Systems of Rieter Holding Ltd; in the
current function since 2011 .
* until February 28, 2015
Autoneum Annual Report 2014 Corporate Governance 60
with nonprofit organizations and foundations
as well as pension funds. The number of
mandates pursuant to (c) and (d) is limited to
a total of 20. Mandates held with various legal
entities that are under joint control or con-
trolled by the same beneficial owner count as
one mandate. Mandates held with the
supreme management or adminis trative body
of a legal entity that is required to be registered
in the commercial register or an equivalent
register abroad count as mandates.
Management contracts
There are no management contracts between
Autoneum Holding Ltd and third parties.
5 Remuneration, shareholdings and loans
The content and process for determining
remuneration and equity participation programs
as well as information on the remuneration,
shareholdings and loans of the Board of Directors
and the Group Executive Board can be found
in the Remuneration report on page 104ff.
6 Shareholders’ participatory rights
Voting restrictions
Autoneum Holding Ltd imposes no voting
restrictions.
Statutory quorum
General Meetings of shareholders adopt
resolutions when the absolute majority of
voting shares are represented unless the
law or Articles of Association15 stipulate other-
wise. Remuneration is approved with the
majority of votes cast regardless of abstentions.
15 www.autoneum.com/investor-relations/corporate-governance/
Autoneum Holding Ltd
imposes no voting
restrictions.
Convocation of General Meeting, agenda
publication, voting proxies
General Meetings of Shareholders are called
through publication in the Swiss Commercial
Gazette by the Board of Directors at least
20 days prior to the event, with details of the
agenda, pursuant to §8 of the Articles of
Association15. Pursuant to §9 of the Articles of
Association15, shareholders representing shares
with a par value of at least CHF 20 000 can
request the inclusion on the agenda of an item
for discussion, with details of the relevant
motions, by a closing date published by the
company. Shareholders who do not attend
General Meetings personally can arrange to be
represented by another shareholder by written
power of attorney or by the independent voting
proxy by issuing written power of attorney and
instructions pursuant to the signed registration
form or electronically via the platform set up in
the reporting year at https://autoneum.shapp.ch.
The independent voting proxy is elected
annually by the Annual General Meeting. Lic.
iur. Ulrich B. Mayer, Attorney-at-Law, shall
hold office as independent voting proxy until the
closure of the 2015 Annual General Meeting.
Entries in the shareholders’ register
In order to ensure an orderly procedure, the
Board fixes the reference date shortly before the
shareholders’ meeting, by which time share-
holders need to be entered in the share register
in order to exercise their participation rights
at the meeting. This reference date is published
in the Swiss Commercial Gazette together with
the invitation to the General Meeting.
Autoneum Annual Report 2014 Corporate Governance
61
Information instruments of the
external auditors
Prior to every meeting, the external auditor
informs the Audit Committee in writing and
verbally about relevant auditing activities and
other important facts and figures related to
the company. Representatives of the external
and internal auditors attend Audit Committee
meetings to explain their activities and answer
questions. The statutory auditors have access to
the minutes of the meetings of the Board of
Directors.
Representatives of
the external and internal
auditors attend Audit
Committee meetings.
The Audit Committee of the Board of Directors
makes an annual assessment of the perfor-
mance, fees and independence of the statutory
and Group auditors. It submits a proposal
to the Board of Directors regarding who should
be proposed for election as statutory auditors
at the General Meeting. In addition, the Audit
Committee reviews the scope of external
auditing, the auditing plans and relevant pro-
cedures annually, and discusses auditing
results with the external auditors in each case.
Further information on auditing can be found
on page 51ff.
7 Change of control and defensive measures
Change of control clauses
There are no change of control clauses in
Autoneum contracts of employment and office.
In the event of a change of control, all shares
blocked within the framework of the Group Bonus
Plan are vested.
Obligation to submit an offer
The legal provisions according to Art. 22 of
SESTA are applicable. This states that a
shareholder or a group of shareholders acting
in concert who hold more than 33⅓ % of
all shares must submit a takeover offer to the
other shareholders.
8 Statutory auditors
Duration of mandate and term of office
of the lead auditor
KPMG AG, Zurich, has been the statutory and
Group auditor of Autoneum Holding Ltd and
the Autoneum Group since the financial year
2011. Kurt Stocker, licensed audit expert,
has been lead auditor for the Autoneum
mandate at KPMG since the financial year 2011.
The term of office of the lead auditor is limited
to seven years.
Audit fees and additional fees
KPMG and other auditors charged Autoneum
Holding Ltd approximately 1.1 million CHF in
the financial year 2014 for services in
connection with auditing the annual financial
statements of the Group companies, the
consolidated Autoneum Group accounts and
the Remuneration report. KPMG and other
auditors also charged Autoneum approximately
0.2 million CHF for additional services in
the year under review, mainly for tax advisory
services.
Autoneum Annual Report 2014 Corporate Governance
62
9 Information policy
Sources of information
Autoneum maintains regular, open communi-
cation with all stakeholders and relevant
parties, in particular with investors, financial
analysts and representatives of banks and the
media. Communication takes place through
the Annual Report and Semi-Annual Report,
the Annual General Meeting, and at least
one media and financial analyst conference
each year.
Reporting on the financial year 2014
includes the Annual Report with review of the
year, the annual and consolidated financial
statements, the Corporate Governance report
and Remuneration report, a media release, as
well as a presentation. The Annual Report
can be ordered by shareholders using the form
enclosed with the invitation to the General
Meeting. It is also available for perusal at
company headquarters no later than 20 days
prior to the General Meeting. At the Annual
General Meeting, the Board of Directors and
the Group Executive Board provide informa-
tion on the annual accounts and the course of
company business and answer shareholders’
questions.
Autoneum provides extensive information to all
interested parties. This is available online via
the following links:
· Articles of Association Autoneum Holding AG:
www.autoneum.com/investor-relations/
corporate-governance
· Organizational Regulations: www.autoneum.
com/about-autoneum
· Order of current Annual Report
(printed version): www.autoneum.com/
investor-relations/reports
· Annual Reports: www.autoneum.com/
investor-relations/reports
· Share price: www.autoneum.com/
investor-relations/share
· Presentations: www.autoneum.com/
investor-relations/presentations
· Media releases: www.autoneum.com/
investor-relations/media-releases
· Subscription to media releases: www.
autoneum.com/news-subscription
· Sustainability: www.autoneum.com/
about-autoneum/sustainability
· Contact: www.autoneum.com/contact
Shareholders and the capital market are in-
formed by media releases of significant changes
and developments in the company. Share-
price-relevant events are published in accordance
with the ad hoc publicity requirements of the
SIX Swiss Exchange. In addition, Autoneum
maintains communication with investors, finan-
cial analysts and representatives of the media
at corresponding events.
Should shareholders and other interested
parties wish to automatically receive the media
releases, they may register at www.autoneum.
com/news-subscription/.
Autoneum Annual Report 2014 Corporate Governance
Autoneum Financial Report 2014 Contents
63
Financial report
64 Consolidated financial statements
104 Remuneration report
108 Financial statements of Autoneum Holding Ltd
116 Review 2010 – 2014
64
Consolidated income statement
CHF million
Net sales
Material expenses
Employee expenses
Other expenses
Other income
Loss on sale of subsidiary and restructuring costs2
Depreciation and amortization
Earnings before interest and taxes (EBIT)
Financial income
Financial expenses
Share of profit of associated companies
Profit before taxes
Income taxes
Net profit
Attributable:
to shareholders of Autoneum Holding Ltd
to non-controlling interests
Basic earnings per share in CHF
Diluted earnings per share in CHF
Notes
(4)
(6)
(7)
(8)
(9)
(10)
(11)
(16)
(12)
(23)
(23)
%1
100.0
50.5
25.9
15.1
0.4
1.9
3.3
3.9
3.1
1.8
2014
1 954.7
–964.5
–499.8
–305.3
%1
100.0
49.3
25.6
15.6
2013
2 053.3
–1 036.5
–532.0
–309.6
0.8
0.0
3.4
6.9
6.1
5.3
16.5
0.0
–66.5
135.1
1.0
–16.4
0.4
120.1
–17.3
102.8
78.9
23.9
17.03
16.97
Consolidated statement of comprehensive income
CHF million
Net profit
Items that will be reclassified to income statement:
Changes in currency translation
Changes in fair value of fin. instruments available for sale
Income taxes
Items that will not be reclassified to income statement:
Remeasurement of defined benefit liabilities and assets
Income taxes
Total other comprehensive income
Total comprehensive income
Attributable:
to shareholders of Autoneum Holding Ltd
to non-controlling interests
2014
102.8
18.6
2.8
0.0
–18.8
5.3
8.0
110.8
79.5
31.4
1 As a % of net sales.
2 Loss on sale of subsidiary and restructuring costs consist of 24.8 million CHF from the sale of the subsidiary Autoneum Italy S.p.A.(refer to note 3 [p. 78])
and expenses of 13.4 million CHF from the closure of the plant Dieppe in France.
The accompanying notes (p. 68–102) are part of the consolidated financial statements.
9.0
–38.2
–66.8
79.2
1.0
–17.7
2.0
64.5
–28.3
36.2
14.5
21.7
3.12
3.11
2013
36.2
–8.7
3.1
0.0
17.9
–5.3
7.1
43.3
24.3
19.0
Autoneum Financial Report 2014 Consolidated financial statements Consolidated balance sheet
CHF million
Assets
Tangible assets
Intangible assets
Investments in associated companies
Other non-current assets
Deferred tax assets
Non-current assets
Inventories
Trade receivables
Advance payments to suppliers
Other receivables
Marketable securities and interest bearing receivables
Cash and cash equivalents
Current assets
Assets
Shareholders’ equity and liabilities
Share capital
Reserves and other equity components
Equity attributable to shareholders of Autoneum Holding Ltd
Equity attributable to non-controlling interests
Total shareholders’ equity
Subordinated shareholder loans
Long-term financial liabilities
Deferred tax liabilities
Employee benefit liabilities
Long-term provisions
Other non-current liabilities
Non-current liabilities
Short-term financial liabilities
Advance payments from customers
Current tax liabilities
Short-term provisions
Other current liabilities
Trade payables
Current liabilities
Liabilities
65
Notes
December 31,
2014
December 31,
2013
(14)
(15)
(16)
(17)
(12)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
(25)
(25)
(12)
(29)
(27)
(25)
(27)
(26)
409.6
10.0
6.4
78.2
32.0
536.2
130.5
220.3
4.7
65.8
0.9
140.9
563.0
1 099.3
0.2
303.3
303.5
89.0
392.5
0.0
134.6
9.9
31.7
42.8
17.1
236.1
61.0
35.6
8.5
11.7
103.4
250.4
470.7
706.8
367.6
7.9
4.9
51.4
8.9
440.7
116.9
218.0
6.2
72.1
18.7
117.9
549.9
990.6
0.2
232.7
232.9
69.1
302.0
25.0
138.0
8.1
14.2
33.1
16.4
234.9
48.6
41.2
5.5
25.8
101.3
231.3
453.8
688.6
990.6
Shareholders’ equity and liabilities
1 099.3
The accompanying notes (p. 68–102) are part of the consolidated financial statements.
Autoneum Financial Report 2014 Consolidated financial statements
66
Consolidated statement of changes in equity
CHF million
At December 31, 2012
Net profit
Total other comprehensive income
Total comprehensive income
Dividends paid2
Purchase of treasury shares
Share-based remuneration
At December 31, 2013
Net profit
Total other comprehensive income
Total comprehensive income
Capital increase
Dividends paid2
Purchase of treasury shares
Share-based remuneration
At December 31, 2014
Share
capital
Treasury
shares
0.2
0.0
0.0
0.0
0.0
0.0
0.0
0.2
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.2
–0.1
0.0
0.0
0.0
0.0
–3.8
1.6
–2.3
0.0
0.0
0.0
0.0
0.0
–4.7
0.9
–6.1
Reserves1
221.5
14.5
12.6
27.1
–3.0
0.0
0.7
246.2
78.9
–13.4
65.5
0.0
–6.0
0.0
0.9
306.6
Available
for sale
reserves
Currency
transl.
adjustm.
Attrib. to
Autoneum
Non-
controlling
interests
–7.8
0.0
–5.9
–5.9
0.0
0.0
0.0
213.2
14.5
9.8
24.3
–3.0
–3.8
2.3
–13.7
0.0
232.9
78.9
11.2
11.2
0.0
0.0
0.0
0.0
0.6
79.5
0.0
–6.0
–4.7
1.9
–0.6
0.0
3.1
3.1
0.0
0.0
0.0
2.5
0.0
2.8
2.8
0.0
0.0
0.0
0.0
5.3
Total
equity
275.5
36.2
7.1
43.3
–15.2
–3.8
2.3
302.0
102.8
8.0
110.8
4.8
62.3
21.7
–2.7
19.0
–12.2
0.0
0.0
69.1
23.9
7.5
31.4
4.8
–16.3
–22.3
0.0
0.0
–4.7
1.9
–2.5
303.5
89.0
392.5
1 Reserves include both retained earnings and capital reserves.
2 Autoneum Holding Ltd paid a dividend of 1.30 CHF per share in 2014 (2013: 0.65 CHF) as decided by the Annual General Meeting.
The accompanying notes (p. 68–102) are part of the consolidated financial statements.
Autoneum Financial Report 2014 Consolidated financial statements Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes
(10)
(11)
(12)
(9)
(16)
(3)
(14)
(15)
(14)
(3)
CHF million
Net profit
Dividend income
Interest income
Interest expenses
Income taxes
Depreciation and amortization
Share of profit of associated companies
Other non-cash income and expenses
Change in net working capital
Change in employee benefit assets and liabilities
Change in long-term provisions
Change in operating receivables within non-current assets
Change in operating liabilities within non-current liabilities
Gain and loss from disposal of subsidiary
Dividends received
Interest received
Interest paid
Income taxes paid
Cash flows from operating activities
Investments in tangible assets
Investments in intangible assets
Investments in other non-current assets
Disposal of tangible assets
Disposal of subsidiary, net of cash disposed of
Increase in investments in associated companies
Increase in investments in non-consolidated companies
Purchase of marketable securities and interest bearing receivables
Sale of marketable securities and interest bearing receivables
Cash flows from investing activities
Dividends to shareholders of Autoneum Holding Ltd
Dividends to non-controlling interests
Proceeds from capital increase
Purchase of treasury shares
Proceeds from short-term financial liabilities
Repayment of short-term financial liabilities
Proceeds from long-term financial liabilities
Repayments of long-term financial liabilities
Repayment of subordinated shareholder loans
Cash flows from financing activities
Currency effects on cash and cash equivalents
Change in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
(22)
The accompanying notes (p. 68–102) are part of the consolidated financial statements.
67
2013
36.2
–0.2
–0.6
17.0
28.3
66.8
–2.0
0.1
34.6
1.6
8.4
–0.8
1.1
24.8
0.2
0.6
–16.1
–34.3
165.7
–75.5
–5.3
–1.1
0.5
–13.9
–2.1
–0.8
–0.4
0.0
–98.6
–3.0
–12.2
0.0
–3.8
18.2
–27.1
8.8
–1.6
0.0
–20.7
–3.8
42.6
75.3
117.9
2014
102.8
–0.2
–0.8
13.8
17.3
66.5
–0.4
–4.8
–12.0
–2.4
9.2
–9.8
–0.5
–1.8
0.2
0.8
–13.8
–25.9
138.2
–98.7
–3.1
–1.2
3.1
–8.0
–0.6
–0.8
–0.5
1.1
–108.8
–6.0
–16.3
4.8
–4.7
47.0
–9.3
1.5
–7.0
–25.0
–15.0
8.5
22.9
117.9
140.9
Autoneum Financial Report 2014 Consolidated financial statements
68
Notes to the consolidated financial statements
1.1 Significant accounting policies
Basis of preparation
Autoneum Holding Ltd (“the Company”) was
incorporated on December 2, 2010, as a Swiss
corporation headquartered in Winterthur. The
Company has been listed on the SIX Swiss
Exchange (AUTN, ISIN Number: CH0127480363)
since May 13, 2011. Autoneum Holding Ltd
together with its subsidiaries will henceforth be
referred to as “Autoneum Group” or “Autoneum”.
A list of subsidiaries and associated companies
of Autoneum Group can be found on page 102.
The consolidated financial statements have
been prepared in accordance with International
Financial Reporting Standards (IFRS). The conso-
lidated financial statements are based on his-
toric cost, with the exception of specific financial
instruments, which are measured at fair value.
The consolidated financial statements were
authorized for issue by the Board of Directors on
March 4, 2015, and are subject to approval by
the Annual General Meeting of shareholders on
March 26, 2015.
The consolidated financial statements are
published exclusively in English. Due to round-
ing, numbers presented throughout this report
may not add up precisely to the totals provided.
All ratios and variances are calculated using
the underlying amount rather than the presented
rounded amount.
Significant accounting judgments,
estimates and assumptions
Financial reporting requires management to
make judgments, estimates and assumptions
that affect the application of the Group’s
accounting policies and the reported amounts
of assets, liabilities, contingent assets and
contingent liabilities at the date of the financial
statements, and reported amounts of revenues
and expenses during the reporting period. When
such estimates and assumptions deviate from
the actual circumstances, the estimates and
assumptions are updated in the reporting period
in which the circumstances changed. The esti-
mates, assumptions and judgments relate primar-
ily to the areas of impairment, tangible assets,
inventories, employee benefits, provisions, income
taxes and whether Autoneum has control over
an entity.
The most significant elements of estimates
and assumptions are as follows:
Impairment losses on tangible assets are
assessed based on estimated cash flows, which
may vary from actual cash flows. Important
assumptions to consider are useful lives, growth
rates, achievable margins as well as discount
rates.
When assessing inventories, estimates for
their recoverability based on the expected con-
sumption of the corresponding item are consid-
ered. The valuation adjustments for inventories
are determined for each item using a coverage
analysis. The parameters are checked annually
and modified if necessary. Changes in sales or
other circumstances can lead to the book value
having to be adjusted accordingly.
For defined benefit plans, actuarial valuations
are done regularly, which are the basis for the
pension assets and liabilities in the balance
sheet. These calculations are based on statistical
and actuarial assumptions. In particular the
present value of the defined benefit obligation is
affected by assumptions such as discount rate,
expected future salary growth and the life expec-
tancy at age of 65. Other assumptions for the
valuation are derived from statistical data such
as mortality tables and staff turnover rates.
Actuaries are independent from Autoneum.
Assumptions made by actuaries may differ signif-
icantly from actual results. These deviations
can ultimately have an effect on the pension assets
or liabilities in future periods.
Autoneum Financial Report 2014 Consolidated financial statements 69
In the course of the ordinary operating activities
of Autoneum Group, obligations from guarantee
and warranty, litigations and claims related
to environmental risks can arise. Provisions for
these obligations are measured on the basis
of estimates of the expected cash outflow. The
outcome of these business transactions may
result in claims against Autoneum that may be
below or above the related provisions. Provi-
sions for obligations from guarantee and warran-
ty are recognized when damage has occurred
and the related cash outflow can be estimated
reliably, but a material uncertainty concerning
the kind of damage and the kind of compensation
exists. Provisions for litigation comprise com-
plex cases that include material uncertainties.
Environmental provisions are recognized for the
expected costs for the cleanup and reconstruc-
tion of contaminated sites that are interdepend-
ent of many uncertainties, such as Autoneum’s
share of the cost or the applicable approach for
determining these costs. The financial impact
of these cases for future periods can only
be estimated, because uncertainties relating to
amount and date of cash outflow exist.
Assumptions in relation to income taxes
include interpretations of the tax regulations
in place in the relevant countries. The adequacy
of these interpretations is assessed by the
tax authorities. This can result, at a later stage,
in changes in the tax expense. To determine
whether a deferred tax asset on tax loss carry-
forwards may be recognized requires judgment
in assessing whether there will be future taxable
profits against which these loss carry-forwards
can be offset.
Assessing whether Autoneum has control
over an entity includes all facts and circum-
stances that may indicate that the Group is able
to direct the relevant activities and key deci-
sions. Autoneum concludes that it has control
over the entities in which it holds 50% or
more (refer to note 24 [p. 90]), based on specific
rights allocated. Facts and circumstances
indicating that Autoneum controls an entity
may change and lead to a reassessment of the
management’s conclusion.
Scope and methods of consolidation
The consolidated financial statements of
Autoneum Holding Ltd include the Company
and its subsidiaries. Subsidiaries are entities
controlled by the Group. The Group controls
an entity when it is exposed to, or has rights to,
variable returns from its involvement with the
entity and has the ability to affect those returns
through its power over the entity. The financial
statements of subsidiaries are included in the
consolidated financial statements from the date
on which control commences until the date on
which control is lost. Acquisitions are accounted
for using the acquisition method. Intercompany
transactions are eliminated.
If Autoneum does not have control over
entities but significant influence, which is usually
the case if Autoneum holds interests of between
20% and 50%, these investments are classified
as associated companies and accounted for
using the equity method. Interests of less than
20% where Autoneum does not have significant
influence are accounted for at fair value. The
subsidiaries and associated companies are listed
on page 102.
Foreign currency translation
Items included in the financial statements of
each group company are measured using the
currency of the primary economic environment
in which the company operates (“functional
currency”). The consolidated financial statements
are prepared in Swiss francs, which is the func-
tional currency and the reporting currency of
Autoneum Holding Ltd.
Transactions in foreign currencies are trans-
lated into the functional currency by applying
the exchange rates prevailing on the date of the
transaction. Foreign exchange gains and losses
resulting from the settlement of such transactions
Autoneum Financial Report 2014 Consolidated financial statements 70
and from the translation at year-end exchange
rates of monetary assets and liabilities de-
nominated in foreign currencies are recognized
in the income statement.
For consolidation purposes, items in the
balance sheet of foreign subsidiaries are trans-
lated at year-end exchange rates, while income
statement items are translated at average rates
for the period. The resulting currency translation
differences are recognized in other compre-
hensive income and, in the event of an entity’s
deconsolidation, transferred to the income
statement as part of the gain or loss of the
entity’s divestment or liquidation.
Tangible assets
Tangible assets are stated at historical cost less
accumulated depreciation, which is recognized
on a straight-line basis over the estimated useful
life of the asset. Historical cost includes ex-
penditures that are directly attributable to the
acquisition of the assets. Useful life is deter-
mined according to the expected utilization of
each asset. The relevant ranges are as follows:
Factory buildings
Machinery and plant equipment
Tools/IT equipment/furniture
Vehicles
20–50 years
5–15 years
3–10 years
3–5 years
The residual values and useful lives of tangible
and intangible assets are reviewed, and adjusted
if appropriate, at each balance sheet date. Tan-
gible assets are tested for impairment if there are
indications that, due to changed circumstances,
their carrying value may no longer be fully recov-
erable. If such a situation arises, the recoverable
amount is determined. This is the higher of its
value in use and its fair value less cost to sell.
Value in use is based on the estimated future
cash flows, discounted to their present value
using a pre-tax discount rate that reflects current
market assessments of the time value of money
and the risks specific to the asset. If the recover-
able amount is below the carrying amount, a cor-
responding impairment loss is recognized in the
income statement. Where the recoverable amount
cannot be determined for an individual asset,
it is determined for the cash generating unit to
which the asset belongs. To determine the value
of an asset, estimates of the expected future cash
flows from both usage and disposal are made.
Components of certain assets with differing
useful lives are depreciated separately. All gains
or losses arising from the disposal of tangible
assets are recognized in the income statement.
Costs of maintenance and repair are charged
to the income statement as incurred.
Leases
Leased assets where Autoneum substantially
bears all the risks and rewards of ownership
(finance leases) are capitalized. Assets held
under such finance leases are depreciated over
the shorter of their estimated useful life or the
lease term. The corresponding lease obligations,
excluding finance charges, are included in either
short-term or long-term financial liabilities.
Lease installments are divided into an interest
and a principal component.
All other leases are classified as operating
leases. Payments in respect of operating leases
are charged to the income statement on a straight-
line basis over the duration of the lease.
Intangible assets
Intangible assets such as product licenses,
patents and trademark rights as well as software
acquired from third parties are included in the
balance sheet at acquisition cost and are amor-
tized on a straight-line basis over a period of
up to eight years. Autoneum has neither in the
current reporting period nor in the prior period
material intangible assets that have an indefinite
useful life recorded on the balance sheet.
Research and development
Research costs are recognized in the income state-
ment when incurred. Development costs for major
Autoneum Financial Report 2014 Consolidated financial statements 71
projects are capitalized as intangible assets if
the cost can be measured reliably, if it can be
demonstrated that the project is technically fea-
sible and is expected to generate future economic
benefits and if Autoneum plans to provide suffi-
cient resources in order to complete the devel-
opment and to use or sell the intangible asset.
Goodwill
Autoneum has neither in the current reporting
period nor in the prior period goodwill capital-
ized on the balance sheet.
Financial assets
Financial assets are initially recognized at fair
value plus transaction costs for all financial
assets not carried at fair value through profit
or loss. Financial assets carried at fair value
through profit or loss are initially recognized at
fair value, and transaction costs are expensed
in the income statement.
Subsequent valuation depends on the cate-
gory into which the financial assets are classified.
Autoneum distinguishes between the following
categories:
Financial assets at fair value through profit
or loss include financial assets held for trading
and those that are designated as such at incep-
tion. Derivatives are also assigned to this
category. Assets in this category are presented
as current assets if they are either held for
trading or are expected to be realized within
twelve months after the balance sheet date.
They are measured at fair value, and changes
in fair value are recognized in the income
statement.
Loans and receivables are non-derivative
financial assets with fixed or determinable pay-
ments that are not quoted in an active market.
They are included in current assets, except for
maturities greater than twelve months after
the balance sheet date, in which case they are
presented as non-current assets. They are
valued at amortized cost less impairment losses.
Available-for-sale financial assets are non-deriv-
ative financial assets that are either classified
as such or not assigned to any of the above cate-
gories. They are measured at market value as
of the balance sheet date. Changes in the value
are recorded in equity prior to sale, and recog-
nized in the income statement when they are sold.
All impairment is charged to income. They are
included in non-current assets unless manage-
ment intends the disposal within twelve months
of the balance sheet date.
Autoneum has no financial instruments that
are classified as held-to-maturity.
Derivative financial instruments
Foreign currency risks can be hedged using for-
ward foreign exchange contracts and currency
options. Hedge accounting within the definition
of IAS 39 is not applied.
Derivatives are initially recognized at fair
value on the date a derivative contract is en-
tered. Subsequent to initial recognition, deriva-
tives are measured at fair value, and changes
therein are recognized directly in the income
statement. The corresponding positive and nega-
tive fair values are recognized on the balance
sheet as “Other receivables” and “Other current
liabilities”, respectively.
Inventories
Raw material, consumables and purchased parts
are valued at the lower of average cost or net
realizable value. Semi-finished goods and finished
goods are valued at the lower of manufacturing
cost or net realizable value. Valuation adjustments
are made for obsolete materials and excess
stock.
Trade receivables
Trade receivables are classified as “loans and
receivables” and are stated at amortized cost,
which usually equals the original invoice value
less any impairment loss. The loss is measured
as the difference between the invoiced amount
Autoneum Financial Report 2014 Consolidated financial statements 72
and the expected payment. The allowances
are established based on maturity structure and
identifiable solvency risks.
Cash and cash equivalents
Cash and cash equivalents include bank accounts
and short-term time deposits with original
maturities from the date of acquisition of up to
three months.
Equity
Ordinary shares are classified as equity since
the shares are non-redeemable and any dividends
are discretionary.
When shares are repurchased, the amount
of the consideration paid, which includes directly
attributable costs, net of any tax effects, is rec-
ognized as a deduction from equity and present-
ed as a separate component in equity. When
treasury shares are sold or reissued subsequent-
ly, the amount received is recognized as an in-
crease in equity and the resulting surplus or defi-
cit on the transaction is recognized in retained
earnings, which are disclosed within reserves.
Financial liabilities
Financial liabilities are recognized initially
at fair value, net of transaction costs incurred.
Financial liabilities are subsequently stated
at amortized cost. Any difference between the
proceeds (net of transaction costs) and the
redemption value is recognized in the income
statement over the period of the obligation
using the effective interest method.
Provisions
Provisions are recognized when the Group has
a present legal or constructive obligation as
a result of past events, it is probable that an out-
flow of resources will be required to settle an
obligation, and the amount can be reliably esti-
mated. Provisions are discounted if the impact
is significant.
Income taxes
Income taxes comprise both current and deferred
income taxes. Normally income taxes are recog-
nized in the income statement, unless they are
linked to a position that is recognized directly in
equity or in other comprehensive income. In
this case, the current and deferred taxes are also
recognized directly in equity or in other com-
prehensive income.
Current taxes are calculated and accrued on
the basis of taxable income for the year. Deferred
taxes on temporary differences between carrying
amounts of assets and liabilities for financial
reporting purposes and amounts determined for
local tax purposes are calculated using the lia-
bility method; deferred tax is measured at the tax
rates expected to be applied to temporary differ-
ences when they reverse, using tax rates enacted
or substantially enacted at the reporting date.
Deferred tax assets and liabilities are offset to
the extent that an entity has a legally enforceable
right to offset current taxes, and the deferred
taxes relate to income taxes levied by the same
taxation authority and relate to the same taxable
entity.
Temporary differences resulting from invest-
ments in group companies are not considered
if it is probable that these temporary differences
will not reverse in future.
The tax impact of losses and deductible
temporary differences is capitalized to the
extent it appears probable that such losses will
be offset in the future by taxable income.
Employee benefits
Employee pension plans are operated by certain
subsidiaries, depending upon the level of cover-
age provided by the government pension facilities
in the various countries in which they are pres-
ent. Some are provided by independent pension
funds. If there is no independent pension fund,
the respective obligations are shown in the bal-
ance sheet under employee benefit liabilities.
As a rule, pensions are funded by employees’ and
Autoneum Financial Report 2014 Consolidated financial statements 73
employer’s contributions. Pension plans exist
on the basis of both defined contribution and
defined benefit.
Pension liabilities arising from defined bene-
fit plans are calculated annually by independent
actuaries using the projected unit credit method.
The discount rate used for the calculation is
based on interest rates of high-quality corporate
bonds that are denominated in the currency
in which the benefits will be paid, and that have
terms to maturity approximating to the terms
of the related pension obligation. Actuarial gains
and losses are recognized in other comprehen-
sive income. Pension costs relating to services
rendered in the reporting period are recognized
in the income statement as current service costs.
Pension costs relating to services rendered in
previous periods as a result of new or amended
pension benefits are recognized in the income
statement as past service costs. The net interest
expense (income) on the net defined benefit
liability (asset) for the period is determined by
applying the discount rate used to measure
the defined benefit obligation at the beginning
of the period to the then net defined benefit
liability (asset), taking into account any changes
in the net defined benefit liability (asset) during
the period as a result of contributions and bene-
fit payments. The fair value of plan assets is
deducted from the pension obligation. Any asset
resulting from this calculation is only capitalized
up to an amount not exceeding benefits from
future contribution reductions or refunds.
In the case of defined contribution plans,
the contributions are recognized as expense in
the period in which they incurred.
Share-based payments
Share-based payments to members of the Board
of Directors, the Executive Board and senior
management are measured at fair value at the
grant date, and recognized in the income
statement over the vesting period. For share-
based payments that are settled with equity
instruments a corresponding increase in equity
is recognized.
Revenue recognition
Sales resulting from business activities are
disclosed as revenue. Autoneum recognizes reve-
nue when the significant risks and rewards
of ownership of the goods were transferred to
the customer. Revenues arising from services
are recorded based on the stage of completion
of the services. Credits, discounts and rebates
are already deducted from net sales.
Financing costs
Borrowing costs that are directly attributable
to the acquisition, construction or production
of a qualified asset are capitalized as a part
of the acquisition costs of the qualified asset.
All other financial costs are recognized in the
income statement.
1.2 Changes in accounting policies
Adopted changes in accounting policies
The following change in accounting policies was
adopted as of January 1, 2014:
The change in semi-finished and finished
goods has previously been disclosed as a separate
line item in the consolidated income statement.
Due to materiality reasons, the change in semi-
finished and finished goods is now disclosed
in the consolidated income statement as a part of
material expenses. As a consequence of this ag-
gregation, material expenses increased by 4.3 mil-
lion CHF for 2013. The impact of this aggregation
for 2014 is not materially different than for 2013.
The adoption of other new and revised IFRS
standards had no material impact on the consol-
idated financial statements 2014.
Future changes in accounting policies
The following new and revised standards and
interpretations have been issued, but are not yet
Autoneum Financial Report 2014 Consolidated financial statements 74
effective. They have not been applied early in
these consolidated financial statements. Howev-
er, a preliminary assessment has been conduct-
ed by Group Management, and the expected
impact of each standard and interpretation is
presented in the table below.
New standards or interpretations
IFRS 15 Revenue from contracts with customers1
IFRS 9 Financial instruments1
Effective date
Planned
application by
Autoneum
January 1, 2017
January 1, 2017
January 1, 2018
January 1, 2018
Revisions and amendments of standards and interpretations
Defined benefit plans: employee contributions (amendments to IAS 19)2
July 1, 2014
January 1, 2015
Accounting for acquisitions of interests in joint operations (amendments to IFRS 11)2
January 1, 2016
January 1, 2016
Clarification of acceptable methods of depreciation and amortization (amendments to
IAS 16 and IAS 38)2
January 1, 2016
January 1, 2016
Sale or contribution of assets between an investor and its associate or joint venture
(Amendments to IFRS 10 and IAS 28)2
Annual improvements to IFRS 2012–2014 cycle2
January 1, 2016
January 1, 2016
January 1, 2016
January 1, 2016
1 The impact on the consolidated financial statements cannot yet be determined with sufficient reliability.
2 No impact or no significant impact is expected on the consolidated financial statements.
2.1 Risk management process
Autoneum maintains an Internal Control System
with the objective of ensuring effectiveness
and efficiency of operations, reliability of finan-
cial reporting and compliance with applicable
laws and regulations. The Internal Control Sys-
tem is a significant part of the risk management
system.
The process of risk management is governed
by the directive “Autoneum risk management
system”, which was adopted by the Board of
Directors. The directive defines the main cate-
gories of risks, which serve as a basis of the risk
management, and the bodies that deal within
the Group with the various risks. In addition, the
policy defines the procedures for detecting, re-
porting and managing risks, the criteria for quali-
tative and quantitative risk assessment as well
as limits for reporting identified risks to the
appropriate management levels.
The directive defines the following main risk
categories: strategic risks (market and products),
operational risks, financial risks, litigation and
other risks (political, legal, organizational, envi-
ronmental and work safety risks).
Besides the financial risks (refer to para-
graph 2.2), the following risks within the main
risk categories are a focus of Autoneum:
• Strategic market and product risks: these risks
result on the one hand from different markets
in which Autoneum is operating (local aspects,
legal regularizations, degree of maturity of mar-
kets). On the other hand, the risks result from
the dimension of the customers in relation to
Autoneum, as well as from the technical and
regulatory requirements on Autoneum products.
• Operational risks: these risks result from the
technical development of orders until end of
production, from the need for cost-efficient
production and the possibility of interruptions
in production.
• Environmental and work safety risks.
Autoneum Financial Report 2014 Consolidated financial statements
Market and business risks resulting from
developments in the relevant markets and of the
products offered therein are assessed as part of
the strategic planning and the financial planning
processes. On the other hand, these risks, as
well as operational risks, were regularly reviewed
at the monthly meetings within the Business
Groups and with the CEO and the CFO of the
Group. As a part of these meetings, other risks
impacting actual performance against budget
were also dealt with, in order to identify and
implement corrective measures. Significant indi-
vidual risks were included in the monthly re-
ports to the attention of the CEO.
Risks resulting from acquisitions, divest-
ments or other major projects are monitored
at the corporate level within the framework of
competencies and approvals for the respective
project. Such projects are reviewed in the monthly
meetings of the CEO and CFO with the Business
Groups. Quarterly review reports were prepared
for the attention of the Board of Directors.
Specific risks were addressed by periodic
reports. Such reports cover environmental and
work safety risks at the various sites, treasury
risks and risks from legal actions and legal com-
pliance.
An aggregate review of all identified risks
and of the instruments and measures to address
these risks is performed on a semi-annual basis.
The review results are reported to the Board of
Directors and Group Executive Board.
75
2.2 Financial risk management
Financial risk factors
As a result of its worldwide activities, Autoneum
is exposed to various financial risks, such as
fluctuations in exchange rates, interest rates and
stock market prices, credit risks and liquidity
risks. Autoneum’s financial risk management has
the aim to minimize the potential adverse impact
of the development of the financial markets on
the Group’s financial performance and to secure
its financial stability. This includes the use of
derivative financial instruments to hedge certain
risk exposures.
Financial risk management is carried out
centrally for the Group, in accordance with the
directives adopted by the Board of Directors
and the Group Executive Board. Financial risks
are identified primarily locally and evaluated
and managed centrally in close cooperation with
the Group’s legal units.
Foreign exchange risk
Foreign currency risks arise from investments in
foreign subsidiaries (translation risk) and from
transactions, assets or liabilities that are denom-
inated in a currency other than the functional
currency of a legal unit (transaction risk). In order
to hedge transaction risks that cannot be
reduced through offsetting transactions in the
same foreign currency (natural hedging), sub-
sidiaries may use forward contracts and curren-
cy options, which are usually completed with
the corporate headquarters and from the latter
by trading with banks.
The majority of the business transacted in
Autoneum’s foreign subsidiaries is in their func-
tional currency. Nevertheless, the Group is
exposed to foreign currency risks, mostly against
the euro. Assuming that the euro against the
Swiss franc as at December 31, 2014, would have
been 15% stronger, and all other parameters
remained the same, the profit before taxes would
have been 0.9 million CHF higher (2013: 2.7 mil-
Autoneum Financial Report 2014 Consolidated financial statements 76
lion CHF). In the opposite case, the profit before
taxes would have been reduced to the same
extent. This would mainly have been due to
exchange gains/losses on trade receivables
and payables.
The companies’ cash holdings with banks
are denominated mostly in the relevant functional
currency. The foreign currency risks of cash
positions in foreign currencies are reviewed
periodically.
Interest rate risk
The interest risks of the Group relate to interest
bearing assets and liabilities. Assets and lia-
bilities with fluctuating interests result in cash
flow risks, while fixed interest bearing assets
and liabilities lead to a fair value interest risk if
measured at fair value. Autoneum maintains,
in consideration of seasonal fluctuations, a bal-
anced relation between fixed and fluctuating
interest bearing financial liabilities. The Group
analyzes the interest risk on a net basis. A
1% higher interest rate would have reduced the
profit before taxes of the group by 1.2 million
CHF (2013: 1.2 million CHF).
No hedging of the interest rate was per-
formed in the reporting period or in the prior
period.
Price risk
Holding marketable securities exposes Autoneum
to a risk of price fluctuation. Since Autoneum
held no significant shares (except for treasury
shares) or options at the end of the reporting
period, no sensitivity analysis of fair value risk
is prepared.
Credit risk
Credit risks arise from deposits and financial
deriv atives held with financial institutions and
from trade receivable accounts, other receiv-
ables and marketable securities and interest
bearing receivables. The maximum risk of these
positions corresponds to the book values and
is disclosed in the balance sheet or in the rele-
vant notes. Significant relationships with financial
institutions are basically only entered into with
counterparties rated no lower than “A” (according
to S&P). Autoneum maintains business relation-
ships with all significant automotive manufac-
turers and, compared to the industry sector,
has a geographically broad, diversified customer
portfolio. Relevant risks of loss are considered
low based on historical data. No customer
accounted for more than 16.8% (2013: 16.8%)
of Autoneum’s sales.
Capital management
Autoneum Group maintains a healthy balance
sheet with an adequate portion of equity.
Autoneum aspires that the equity ratio shall not
fall below 30% over a longer period. As of
December 31, 2014, the equity ratio (including
subordinated shareholder loans) equaled
35.8% (2013: 33.0%).
For the next few years, the dividend policy
will depend on a number of factors, such as net
income and the financial situation of the Group,
the demand for capital and liquidity, the general
business environment as well as legal and con-
tractual restrictions. Subject to the foregoing, the
Group intends to distribute up to 30% of its net
profit attributable to shareholders of Autoneum
Holding Ltd.
Dividends, if any, are expected to be
declared and paid in Swiss francs. If possible,
dividends are taken from the reserve from
paid-in capital.
Liquidity risk
The liquidity risk management of Autoneum
includes the maintenance of sufficient reserves
of cash and time deposits and the availability
of funding through an adequate amount of credit
lines. Due to the dynamic business environment
in which the Group operates, it is the aim of the
Group to ensure the financial stability and to
maintain the necessary flexibility in funding by
Autoneum Financial Report 2014 Consolidated financial statements 77
generating sufficient free cash flow and holding
a reasonable amount of unused credit lines.
Autoneum maintains a credit agreement for the
medium- and long-term financing with a group
of banks (refer to note 25, p. 91), which expires
in December 2019. Furthermore, a bond in the
amount of 125.0 million CHF with maturity as of
December 14, 2017, was issued on the SIX Swiss
Exchange.
The table below shows the contractual
maturities of Autoneum’s financial liabilities
(including interest):
Financial liabilities at December 31, 2014
Carrying
amount
Contractual undiscounted cash flows
CHF million
Bond
Bank debt
Finance leasing obligations
Other financial liabilities
Trade payables
Other liabilities
Total
Less than
1 year
5.5
61.7
0.2
2.2
250.4
90.4
410.4
124.4
67.3
0.7
3.3
250.4
90.4
536.5
1 to 5
years
135.9
10.0
0.5
1.6
0.0
0.0
148.0
More
than 5
years
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Financial liabilities at December 31, 2013
Carrying
amount
Contractual undiscounted cash flows
CHF million
Bond
Bank debt
Subordinated shareholder loans
Finance leasing obligations
Other financial liabilities
Trade payables
Other liabilities
Total
Less than
1 year
5.5
20.4
1.5
0.7
29.6
231.3
88.1
377.1
124.2
31.8
25.0
1.3
29.3
231.3
88.1
531.0
1 to 5
years
141.4
13.6
25.0
0.7
0.0
0.0
0.0
180.7
More
than 5
years
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Total
cash flow
141.4
71.7
0.7
3.8
250.4
90.4
558.3
Total
cash flow
146.9
34.0
26.5
1.4
29.6
231.3
88.1
557.8
Autoneum Financial Report 2014 Consolidated financial statements
78
3
Change in scope of consolidation
On July 23, 2014, Autoneum sold its subsidiary Porfima Due S.r.l., Torino (Italy), to the Italian automo-
tive supplier STS acoustics S.p.A., Torino (Italy). The transaction resulted in a gain of 1.8 million CHF.
In 2014, the company Autoneum Korea Ltd., Seoul, was established.
In 2013, the company Summit & Autoneum (Thailand) Co., Ltd., Rayong, was established.
Autoneum Spain Northwest S.L.U., Terrassa, was merged into Autoneum Spain S.A.U., Terrassa,
with effect as of January 1, 2013.
On July 22, 2013, Autoneum sold its subsidiary Autoneum Italy S.p.A., Torino, to the German
industrial holding company Mutares. The transaction resulted in a loss of 24.8 million CHF.
CHF million
Tangible assets
Other non-current assets
Current assets
Long-term provisions
Employee benefit liabilities
Current liabilities
Net assets disposed
Net assets disposed
Net gain/loss on disposal
Release of the related restructuring provision
Recycling of currency translation adjustments in other comprehensive income
Non-cash items
Deferred consideration
Cash-out from deferred consideration previous years
Cash and cash equivalents disposed of
Cash outflow on disposal
2014
2.3
0.0
0.0
0.0
0.0
0.0
2.3
2.3
1.8
0.0
–0.1
0.0
–4.1
–7.9
0.0
–8.0
2013
12.1
0.2
55.3
–1.0
–11.1
–50.8
4.7
4.7
–24.8
–7.1
5.1
1.2
7.7
0.0
–0.7
–13.9
Autoneum Financial Report 2014 Consolidated financial statements 7979
4
Segment information
Segment information is based on Autoneum Group’s internal organization and management structure
as well as on the internal financial reporting to the Executive Committee and to the Board of Directors.
Chief Operating Decision Maker is the CEO.
Autoneum Group develops, produces and sells components, modules and integrated systems
in order to provide acoustic and thermal comfort in motor vehicles. The reporting is based on the follow-
ing four reportable segments (Business Groups): BG Europe, BG North America (USA, Canada and
Mexico), BG Asia and BG SAMEA (South America, Middle East, Africa and Russia). Corporate includes
Autoneum Holding Ltd, the corporate center with its respective legal entities, investments in
associates as well as inter-segment eliminations. Transactions between the Business Groups are
made on the same basis as with independent third parties.
Segment information 2014
CHF million
Third-party net sales
Inter-segment net sales
Net sales
EBITDA
as a % of net sales
Depreciation and amortization
EBIT
Assets1
Liabilities
Investments in tangible and intangible assets
Number of employees2
Segment information 2013
CHF million
Third-party net sales
Inter-segment net sales
Net sales
EBITDA before loss on disposal and restr.
as a % of net sales
Depreciation and amortization
EBIT before loss on disposal and restr.
EBIT
Assets1
Liabilities
Investments in tangible and intangible assets
Number of employees2
Total
Group
Corporate
Total
segments
BG Europe
BG North
America
BG Asia
BG SAMEA
1 954.7
5.4
1 949.3
798.1
882.7
145.2
123.3
0.0
–10.4
10.4
9.6
1 954.7
–5.0
1 959.7
807.7
201.6
10.3
–66.5
135.1
1 099.3
706.8
101.9
10 681
2.3
n/a
–2.4
–0.2
199.3
10.2
–64.0
135.3
4.3
1 094.9
70.1
3.8
179
636.6
98.1
10 503
67.4
8.3
–28.7
38.7
437.7
323.8
26.4
3 858
0.0
882.7
100.1
11.3
–25.0
75.1
454.4
203.2
48.2
3 803
0.1
0.6
145.3
123.9
27.0
18.6
–7.1
19.9
127.4
53.9
9.9
4.8
3.9
–3.3
1.5
75.5
55.8
13.6
1 515
1 327
Total
Group
Corporate
Total
segments
BG Europe
BG North
America
BG Asia
BG SAMEA
2 053.3
4.3
2 049.0
891.1
892.4
128.1
137.5
0.0
–11.8
11.8
10.6
2 053.3
–7.5
2 060.8
901.6
184.3
9.0
–66.8
117.4
79.2
990.6
688.6
80.7
10 816
1.4
n/a
–0.9
0.5
0.5
25.9
31.8
6.2
166
182.9
8.9
–66.0
116.9
78.7
964.7
656.8
74.5
10 651
46.9
5.2
–31.5
15.4
–22.8
435.3
383.9
23.1
4 088
0.0
892.4
107.2
12.0
–24.6
82.6
82.6
359.3
176.7
34.0
3 694
0.3
1.0
128.3
138.4
22.4
17.5
–6.7
15.7
15.7
105.1
46.4
10.5
6.3
4.6
–3.1
3.2
3.2
65.1
49.8
7.0
1 477
1 392
1 Assets in Corporate include investments in associated companies in the amount of 6.4 million CHF (2013: 4.9 million CHF), refer to note 16 (p. 86).
2 Including temporary employees but excluding apprentices.
Autoneum Financial Report 2014 Consolidated financial statements
80
Net sales and non-current assets by country
CHF million
Switzerland1
USA
Germany
Great Britain
France
Remaining countries
Total
1 Domicile of Autoneum Holding Ltd.
Net sales
2014
1.5
626.3
244.6
177.7
136.0
768.6
Net sales
2013
5.1
Non-current
assets 2014
41.3
Non-current
assets 2013
42.2
663.4
252.6
193.7
135.0
803.5
156.8
7.1
16.1
26.6
171.8
419.7
116.0
7.5
15.1
33.8
161.0
375.6
1 954.7
2 053.3
Net sales are disclosed by location of customers. Non-current assets consist of tangible assets
and intangible assets.
Net sales to major customers
CHF million
The following customers accounted for more than 10% of annual net sales:
Ford
BMW
Honda
2014
2013
327.5
213.3
201.6
345.1
228.6
201.2
Information on sales by product group is not available. The major customers generate turnover in all
geographic segments.
5
Changes in net sales compared to the previous year
CHF million
Change in net sales due to volume and price in BG Europe
Change in net sales due to volume and price in BG North America
Change in net sales due to volume and price in BG Asia
Change in net sales due to volume and price in BG SAMEA
Change in net sales due to volume and price in Corporate
Effect from sale of subsidiary
Currency effects
Total
2014
–2.3
11.0
19.2
7.4
2.3
–84.3
–51.9
–98.6
2013
46.1
106.1
26.5
11.8
–1.1
–51.6
–25.4
112.4
Autoneum Financial Report 2014 Consolidated financial statements 6
Employee expenses
CHF million
Wages and salaries
Social security expenses
Pension expenses for defined contribution plans
Pension expenses for defined benefit plans
Other personnel expenses
Total
8181
2013
417.3
53.9
5.1
6.0
49.6
532.0
2014
389.1
65.7
7.4
5.1
32.5
499.8
Autoneum started a long-term incentive plan (LTI) for the Management in 2012. In the frame of the
LTI, part of Autoneum’s net profit is converted into Autoneum shares, and the shares are allocated
to defined beneficiaries. The shares become property of the beneficiaries after a vesting period
of three years, if the beneficiaries are then still employed by an Autoneum company. Immediate vesting
occurs in case of death or retirement of the beneficiary. In case of employment termination, shares
not yet vested lapse without compensation. Exceptions are possible at the discretion of the Nomination
and Compensation Committee. The first vesting date is in spring 2015. Employee costs resulting
from share-based compensation are recognized over the vesting period. 4 193 shares (2013: 10 248
shares) valued at 136.60 CHF (2013: 63.45 CHF) were granted in 2014, and an expense of 0.5 mil-
lion CHF (2013: 0.3 million CHF) was recognized in wages and salaries.
The Board of Directors and the Group Executive Board receive part of their remuneration in
Autoneum shares. These transactions are disclosed in the Remuneration report (p. 104 ff.).
7
Other expenses
CHF million
Energy, maintenance and repairs
Consulting and other fees
Marketing and distribution costs
Operating leasing expenses
Miscellaneous expenses
Total
8
Other income
2014
146.9
27.9
18.4
31.3
80.8
305.3
2013
150.4
24.4
16.4
32.9
85.5
309.6
Other income contains mainly income generated with by-products arising during the manufacturing
process. In 2014, the gain of 1.8 million CHF from the sale of the former subsidiary Porfima Due S.r.l.,
Torino (Italy), is included (refer to note 3 [p. 78]).
9
Depreciation and amortization
CHF million
Tangible assets
Intangible assets
Total
2014
65.4
1.0
66.5
2013
66.7
0.1
66.8
Autoneum Financial Report 2014 Consolidated financial statements 82
10 Financial income
CHF million
Interest income
Other financial income
Total
11 Financial expenses
CHF million
Interest expenses
Amortization on transaction costs
Interest expenses for defined benefit plans
Foreign exchange result net
Other financial expenses
Total
12 Income taxes
CHF million
Current income taxes
Deferred income taxes
Total
2014
0.8
0.2
1.0
2014
12.4
1.1
0.3
2.5
0.1
16.4
2014
33.3
–16.0
17.3
2013
0.6
0.3
1.0
2013
14.7
1.0
1.2
0.6
0.1
17.7
2013
26.3
2.0
28.3
Deferred income taxes resulting from the remeasurement of the defined benefit liabilities and assets in
the amount of 5.3 million CHF (2013: –5.3 million CHF) are recognized in other comprehensive income.
Reconciliation of expected and actual income tax expenses:
CHF million
Profit before taxes
Expected average tax rate
Expected income tax expenses on profit before taxes
Income and expenses without tax impact and effects from prior periods
Current year tax losses for which no deferred tax assets were recognized
Utilization of previously unrecognized tax loss carry-forwards
Change in unrecognized tax losses and deductible temporary differences
Income taxes at other tax rates
Impact of changes in tax rates
Other effects
Actual income tax expenses
2014
120.1
28.5%
34.2
4.2
5.7
–11.1
–18.6
2.8
0.1
0.0
17.3
2013
64.5
28.1%
18.1
8.4
18.0
–15.3
–4.1
2.2
0.8
0.2
28.3
The change in the expected average tax rate is due to the different geographic composition of
earnings before tax.
Autoneum Financial Report 2014 Consolidated financial statements 8383
Deferred tax assets and liabilities on temporary differences result from the following
balance sheet items:
CHF million
Tangible assets
Inventories
Other assets
Provisions
Other liabilities
Tax assets from tax loss carry-forwards
and tax credits
Total
Offsetting
Deferred tax assets and liabilities
Deferred tax
assets 2014
2.2
Deferred tax
liabilities 2014
–12.9
Deferred tax
assets 2013
2.3
Deferred tax
liabilities 2013
–9.0
3.3
2.1
5.7
16.7
24.6
54.6
–22.6
32.0
–0.9
–2.7
–3.4
–12.6
–32.5
22.6
–9.9
2.8
3.2
7.1
3.6
3.4
22.4
–13.5
8.9
–0.9
–3.0
–1.3
–7.4
–21.6
13.5
–8.1
No deferred tax assets have been recognized from deductible temporary differences in the amount of
107.6 million CHF (2013: 96.8 million CHF).
The table below discloses tax loss carry-forwards and tax credits by their year of expiry:
CHF million
Less than 3 years
In 3 to 7 years
Thereafter
Total
Capitalized
2014
2.3
Non-capitalized
2014
15.6
1.0
64.9
68.2
14.1
328.6
358.3
Total
2014
17.9
15.1
393.5
426.5
Total
2013
18.6
19.2
461.1
498.9
Some subsidiaries with a loss-making history became recently profitable. The economic turnaround
is deemed to be sustainable. Consequently, previously unrecognized tax loss carry-forwards were
capitalized in the reporting period.
The unused tax losses for which no deferred tax assets have been recognized originate primarily
from countries with a tax rate between 19% and 40%.
Autoneum Financial Report 2014 Consolidated financial statements 84
13 Research and development
In 2014, 57.1 million CHF was spent on research and development (2013: 64.4 million CHF).
Autoneum Group invests in new production techniques and materials to improve product
quality and thereby allow customers cost savings and product improvements (acoustic and thermal
insulation). The focus in 2014 and 2013 was the development of acoustic solutions, underbody
components and carpets for new models, and customer-specific requests from automobile
manufacturers in Europe, America and Asia.
Development costs must meet several criteria to be recognized as an intangible asset. Technical
and financial resources must be available to ensure the completion of the development, and the
costs attributed to the development must be reliably measured. Although for all major development
projects in 2014 and 2013 this was the case, and the intention and ability to complete the projects
was confirmed by the management, no development costs could be capitalized as intangible assets
during the reporting year as in the previous year. Due to rapid technological changes, the required
proof of future economic benefits could not be sufficiently supported.
14 Tangible assets
CHF million
Cost at January 1, 2014
Additions
Disposals
Sale of subsidiary
Reclassification
Currency effects
Land and
buildings
237.5
2.1
–9.2
–2.5
5.0
4.7
897.4
14.1
–42.8
0.0
38.0
27.6
Cost at December 31, 2014
237.6
934.4
Accumulated depreciation at January 1, 2014
–129.2
–690.4
Depreciation
Disposals
Sale of subsidiary
Reclassification
Currency effects
–8.5
7.9
0.2
–1.2
–2.7
–55.1
41.6
0.0
1.2
–18.9
Machinery
and tools
Data
processing
equipment
Vehicles
and
furniture
Tangibles
under
construction
12.8
1.0
–2.1
0.0
0.1
–0.1
11.8
–11.0
–1.0
2.1
0.0
0.0
0.1
14.9
0.7
–0.4
0.0
0.8
0.3
16.2
–11.9
–0.8
0.5
0.0
0.0
–0.1
–12.4
47.5
80.9
–0.6
0.0
–43.9
3.3
87.1
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Total
1 210.1
98.7
–55.1
–2.5
0.0
35.8
1 287.1
–842.5
–65.5
52.1
0.2
0.0
–21.8
–877.5
Acc. depreciation at December 31, 2014
–133.5
–721.7
–9.8
Net book value at December 31, 2014
104.1
212.7
2.0
3.8
87.1
409.6
Autoneum Financial Report 2014 Consolidated financial statements
CHF million
Cost at January 1, 2013
Additions
Disposals
Sale of subsidiary
Reclassification
Currency effects
Cost at December 31, 2013
Land and
buildings
249.8
2.3
–1.3
Machinery
and tools
995.7
20.1
–23.6
–14.2
–124.2
5.3
–4.4
237.5
51.6
–22.1
897.4
Accumulated depreciation at January 1, 2013
–139.1
–783.9
Depreciation
Disposals
Sale of subsidiary
Reclassification
Currency effects
–8.9
1.2
14.2
2.2
1.2
–56.0
23.4
112.3
–2.3
16.1
Data
processing
equipment
Vehicles
and
furniture
Tangibles
under
construction
22.6
0.5
–7.3
–2.8
0.2
–0.4
12.8
–20.2
–1.1
7.3
2.6
0.0
0.3
18.4
0.4
–2.3
–2.1
0.8
–0.3
14.9
–15.6
–0.7
2.3
2.0
0.1
–0.1
–11.9
54.4
52.2
–0.3
0.0
–57.9
–0.9
47.5
0.0
0.0
0.0
0.0
0.0
0.0
0.0
Acc. depreciation at December 31, 2013
–129.2
–690.4
–11.0
8585
Total
1 340.9
75.5
–34.8
–143.3
0.0
–28.1
1 210.1
–958.8
–66.7
34.3
131.1
0.0
17.6
–842.5
Net book value at December 31, 2013
108.3
207.0
1.8
3.0
47.5
367.6
The book value of the tangible assets financed by long-term leasing contracts is 0.3 million CHF
(2013: 0.7 million CHF). In both the reporting year and the prior year no borrowing costs were capitalized.
Tangible assets in the amount of 0.1 million CHF (2013: 0.1 million CHF) are pledged as security
for financial liabilities.
15 Intangible assets
CHF million
Cost at January 1
Additions
Currency effects
Cost at December 31
Accumulated amortization at January 1
Amortization
Currency effects
Accumulated amortization at December 31
Net book value at December 31
The additions comprise mainly investments in a new ERP system.
2014
9.7
3.1
–0.1
12.7
–1.7
–1.0
0.1
–2.6
10.0
2013
4.4
5.3
0.0
9.7
–1.6
–0.1
0.0
–1.7
7.9
Autoneum Financial Report 2014 Consolidated financial statements
86
16 Investments in associated companies
Investments in associated companies comprise the 49% share in SHN CO., Ltd., Daegu (Korea), the
30% share in SRN Sound Proof Co., Ltd., Chonburi (Thailand), and the 25% share in Wuhan
Nittoku Autoneum Sound-Proof Co. Ltd., Wuhan (China). The investments are measured using the
equity method. The net book value of investments in associated companies changed as follows:
CHF million
Net book value at January 1
Additions
Share of profit
Currency effects
Net book value at December 31
17 Other non-current assets
CHF million
Investments in non-consolidated companies
Long-term interest-bearing receivables
Pension plan assets
Non-current receivables
Total
18 Inventories
CHF million
Raw materials and consumables
Purchased parts
Semi-finished and finished goods
Work in progress
Allowance
Total
2014
4.9
0.6
0.4
0.5
6.4
2014
15.3
7.7
6.2
49.1
78.2
2014
31.5
2.7
36.8
62.4
–3.0
130.5
2013
1.0
2.1
2.0
–0.2
4.9
2013
11.6
5.0
6.9
27.9
51.4
2013
34.3
2.8
35.0
46.7
–1.9
116.9
Autoneum Financial Report 2014 Consolidated financial statements 19 Trade receivables
CHF million
Trade receivables
Allowance for doubtful receivables
Total
2014
227.8
–7.5
220.3
The following summarizes the movement in the allowance for doubtful receivables:
CHF million
Allowance at January 1
Additions
Utilization and release
Sale of subsidiary
Currency effects
Allowance at December 31
2014
–6.3
–1.8
1.2
0.0
–0.6
–7.5
8787
2013
224.3
–6.3
218.0
2013
–5.0
–4.6
2.5
0.4
0.4
–6.3
The collectability of receivables is monitored on an ongoing basis. An allowance for doubtful
receivables is recorded, which is calculated from the difference between the invoiced amount and
the expected payment.
Trade receivables include amounts denominated in the following major currencies:
CHF million
CHF
EUR
USD
CNY
CAD
BRL
GBP
Other
Total
2014
3.3
80.6
73.2
26.8
10.8
6.2
5.9
13.5
220.3
2013
1.6
91.9
62.7
19.3
13.0
8.6
7.3
13.6
218.0
Autoneum Financial Report 2014 Consolidated financial statements 88
The table below sets forth the aging of trade receivables and the allowance for doubtful receivables,
showing amounts that are not yet due as well as an analysis of overdue amounts. Trade receivables
that are not due and that are not impaired are expected to be settled within the agreed payment terms.
CHF million
Not due
Overdue 1 to 89 days
Overdue 90 to 179 days
Overdue 180 to 359 days
Thereafter
Total
2014
receivables
216.1
2014
allowance
–7.2
2013
receivables
201.6
2013
allowance
–5.7
8.3
1.3
0.9
1.1
227.8
0.0
–0.1
–0.1
–0.2
–7.5
19.6
1.7
0.9
0.5
224.3
0.0
–0.1
–0.2
–0.2
–6.2
At December 31, 2014, trade receivables with a book value of 5.4 million CHF (2013: 4.0 million CHF)
were used as collateral for credit facilities with financing banks. In addition, trade receivables with
a book value of 2.4 million CHF (2013: 3.4 million CHF) were sold to third parties based on factoring
agreements, and no material risks remain with Autoneum.
20 Other receivables
CHF million
Short-term receivables
Prepaid expenses and accruals
Fair value of derivative financial instruments
Total
Short-term receivables are non-interest bearing.
21 Marketable securities and interest bearing receivables
CHF million
Short-term loans
Marketable securities
Time deposits with original maturities between 3 and 12 months
Total
22 Cash and cash equivalents
CHF million
Cash at banks
Time deposit with original maturities up to 3 months
Total
2014
52.1
13.7
0.1
65.8
2014
0.8
0.2
0.0
0.9
2014
112.9
27.9
140.9
2013
55.3
16.5
0.2
72.1
2013
17.9
0.6
0.1
18.7
2013
103.1
14.8
117.9
Autoneum Financial Report 2014 Consolidated financial statements 8989
23 Shareholders’ equity
Since the founding of Autoneum Holding Ltd on December 2, 2010, the number of registered shares
has remained unchanged at 4 672 363, each with a nominal value of 0.05 CHF per share. The share
capital amounts to 233 618 CHF and is as follows:
Shares outstanding
Treasury shares
Total shares issued
Nominal value per share
Share capital
Number of shares
Number of shares
Number of shares
CHF
CHF
2014
4 619 183
53 180
4 672 363
0.05
233 618
2013
4 636 301
36 062
4 672 363
0.05
233 618
Share capital
The holders of shares are entitled to receive dividends and are entitled to one vote per share at general
meetings of the Company.
Conditional share capital
For issuing bonds and/or granting shareholder options, the share capital can be increased by a maxi-
mum of 700 000 paid registered shares with a par value of 0.05 CHF up to a maximum value of
35 000 CHF. Furthermore, for the issue of shares to employees and subsidiaries, the share capital
can be increased by a maximum of 250 000 paid registered shares with a par value of 0.05 CHF
up to a maximum value of 12 500 CHF.
Treasury shares
For information regarding transactions with treasury shares refer to Autoneum Holding Ltd, note 4
(p. 110).
Reserves
Reserves include the following components:
• Capital reserves arising from the contribution of the Autoneum companies to the Group in the
course of the separation in 2011, as well as capital contributions from non-controlling interests.
• Accumulated earnings since the Company was established in December 2010.
• Accumulated effects from the remeasurement of defined benefit liabilities and assets, net of
deferred tax.
Autoneum Financial Report 2014 Consolidated financial statements 90
Earnings per share
Profit attributable to shareholders of Autoneum Holding Ltd1
CHF million
Average number of shares outstanding
Average number of shares outstanding diluted
Basic earnings per share
Diluted earnings per share
Number of shares
Number of shares
CHF
CHF
1 The LTI does not lead to a dilution effect in profit attributable to shareholders of Autoneum Holding Ltd.
2014
78.9
4 630 773
4 647 353
17.03
16.97
2013
14.5
4 639 847
4 658 582
3.12
3.11
The average number of shares outstanding is calculated based on the number of shares issued less
the weighted average number of treasury shares held. The consideration of shares granted but
not yet vested in the course of the Management’s long-term incentive plan (LTI) leads to a diluted
average number of shares outstanding.
24 Non-controlling interests
The non-controlling interests derive from UGN Inc. (USA), Autoneum Erkurt Otomotive AS (Turkey),
Tianjin Autoneum Nittoku Sound-Proof Co. Ltd. (China), Autoneum Nittoku (Guangzhou) Sound-Proof
Co. Ltd. (China), Autoneum Nittoku Sound Proof Products India Pvt. Ltd., Autoneum Feltex (Pty) Ltd.
(South Africa), Autoneum Portugal Lda. and Autoneum Korea Ltd. Due to disclosure restrictions
in shareholder agreements, information on significant non-controlling interests are only disclosed on
an aggregated level.
The table below sets out aggregated financial information of the subsidiaries that have a non-
controlling interest:
CHF million
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Net assets
Thereof non-controlling interests
Net sales
Net profit
Other comprehensive income
Total comprehensive income
Thereof non-controlling interests
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Net change in cash and cash equivalents
2014
149.5
156.2
–34.0
–85.3
186.5
89.0
2013
112.9
134.9
–32.5
–70.1
145.2
69.1
467.6
454.2
50.5
14.8
65.3
31.4
60.2
–27.0
–29.3
4.0
45.0
–5.4
39.6
19.0
59.3
–22.6
–16.2
20.5
Autoneum Financial Report 2014 Consolidated financial statements 25 Financial liabilities
CHF million
Bond
Bank debt
Finance lease obligations
Other financial liabilities
Total 2014
CHF million
Bond
Bank debt
Subordinated shareholder loans
Finance lease obligations
Other financial liabilities
Total 2013
Duration less than
1 year
0.0
Duration
1 to 5 years
124.4
Duration 5 and
more years
0.0
58.6
0.2
2.2
61.0
8.7
0.5
1.0
134.6
0.0
0.0
0.0
0.0
Duration less than
1 year
0.0
Duration
1 to 5 years
124.2
Duration 5 and
more years
0.0
18.7
0.0
0.6
29.3
48.6
13.1
25.0
0.7
0.0
163.0
0.0
0.0
0.0
0.0
0.0
9191
Total
124.4
67.3
0.7
3.3
195.6
Total
124.2
31.8
25.0
1.3
29.3
211.6
On December 14, 2012, Autoneum Holding Ltd issued a fixed rate bond with a nominal value of
125.0 million CHF, which is listed on the SIX Swiss Exchange. The bond carries a coupon rate of
4.375%, and has a term of five years with a final maturity on December 14, 2017. The proceeds from
the bond issue were used to repay existing bank debt and allowed Autoneum to diversify its financial
resources, extend the maturity of the financing and take advantage of the favorable capital market.
On December 31, 2014, the market value of the bond was 133.9 million CHF (2013: 132.4 million CHF).
On August 21, 2014, the long-term credit agreement of 285.0 million CHF, which was concluded
on April 12, 2011, between a banking syndicate, Autoneum Holding Ltd and certain of its subsidiaries,
reduced to 130.0 million CHF and amended in various ways in December 2012 in connection with
the issuance of the bond mentioned above, was replaced by a new long-term credit agreement in the
amount of 150.0 million CHF. The line of credit may partly also be used as a guarantee facility. The
final maturity date is December 31, 2019. The interest rate remains based on the LIBOR rate plus an
applicable margin, which is determined based on the ratio of net debt to EBITDA.
The new credit agreement contains customary financial covenants. Compliance with financial
covenants was checked quarterly and reported to the banking syndicate. In fiscal years 2014 and 2013,
the minimum financial requirements were met at all times.
The subordinated loans of total 25.0 million CHF have been repaid to the main shareholders on
August 21, 2014. These are described in note 30 (p. 99).
In addition to the aforementioned bond and the long-term credit agreement, local credit limits
and borrowings exist in several countries with individual, customary market conditions.
Autoneum Financial Report 2014 Consolidated financial statements 92
The financial liabilities are denominated in the following currencies:
CHF million
CHF
EUR
USD
BRL
Other
Total
26 Other current liabilities
CHF million
Accrued holidays and overtime
Accrued expenses
Derivative financial liabilities
Short-term liabilities
Total
Short-term liabilities are non-interest bearing.
2014
165.4
1.2
14.3
11.1
3.6
2013
151.0
27.0
18.3
12.3
3.0
195.6
211.6
2014
12.9
42.2
2.5
45.8
103.4
2013
13.2
39.9
0.5
47.7
101.3
Autoneum Financial Report 2014 Consolidated financial statements 27 Provisions
CHF million
Provisions at January 1, 2014
Additions
Utilization
Release
Reclassification
Sale of subsidiary
Currency effects
Provisions at December 31, 2014
Thereof long-term
Thereof short-term
Guarantee
and warranty
Litigation
and tax risk
Environ-
mental
7.3
0.4
–0.7
–1.7
0.0
0.0
0.0
5.3
2.0
3.3
22.8
12.5
–1.5
–6.2
0.0
0.0
–0.1
27.4
24.8
2.7
9.9
0.6
0.0
0.0
0.0
0.0
0.0
10.5
10.5
0.0
Restruc-
turing
13.2
0.0
–12.2
0.0
0.0
0.0
–0.1
0.9
0.0
0.9
Other
5.6
6.6
–1.4
–1.0
0.3
0.0
0.3
10.4
5.6
4.8
9393
Total
58.9
20.0
–15.8
–8.9
0.3
0.0
0.0
54.5
42.8
11.7
Guarantee and warranty provisions are related to the production and supply of goods or services
and are based on experience. The long-term guarantee and warranty provisions of 2.0 million CHF
are expected to be used over a period of one to two years on average.
Litigation and tax risk provisions comprise provisions for expected costs resulting from
investigations and proceedings of government agencies, provisions for court cases, such as claims
brought up by workers for health- or accident-related incidents, and provisions for tax risks. The ma-
jority of litigation and tax risk provisions are expected to be used within the next two to three years.
Environmental provisions contain the estimated costs for the cleanup of contaminated sites due
to past industrial operations. The majority of provisions stems from legal entities within Business
Group Europe. Long-term environmental provisions are expected to be used mainly over the next
five to ten years.
Restructuring provisions comprise legal and factual liabilities from restructuring. The provisions
were utilized in the course of the closure of the plant Dieppe in France.
Other provisions are made for contracts where the unavoidable costs to fulfill the obligation are
greater than the expected economic benefits, as well as for other constructive or legal liabilities of
Group companies. The majority of the remaining other long-term provisions are expected to be used
within the next two to three years.
Autoneum Financial Report 2014 Consolidated financial statements 94
28 Financial instruments
The following tables summarize all financial instruments classified by categories according to IAS 39.
CHF million
Securities held for trading1
Fair value of derivative financial instruments2
Total financial assets at fair value through profit or loss
Cash at banks
Time deposits with original maturities up to 3 months
Time deposits with original maturities between 3 and 12 months
Short-term loans
Trade receivables
Other short-term receivables
Long-term interest-bearing receivables
Other long-term receivables
Total loans and receivables
Investments in non-consolidated companies1
Total available-for-sale financial assets
Total financial assets and derivatives
CHF million
Long-term financial liabilities
Short-term financial liabilities
Trade payables
Other current liabilities
Total financial liabilities at amortized cost
Fair value of derivative financial instruments2
Total financial liabilities and derivatives
2014
0.2
0.1
0.3
112.9
27.9
0.0
0.8
220.3
52.1
7.7
49.1
470.7
15.3
15.3
486.3
2014
134.6
61.0
250.4
88.0
534.0
2.5
536.5
2013
0.6
0.2
0.8
103.1
14.8
0.1
17.9
218.0
55.3
5.0
27.9
442.1
11.6
11.6
454.5
2013
163.0
48.6
231.3
87.6
530.5
0.5
531.0
1 Measured at fair values that are based on quoted prices in active markets (level 1).
2 Measured at fair values that are calculated based on observable market data (level 2).
The long-term financial liabilities comprise the bond with a net book value of 124.4 million CHF
(2013: 124.2 million CHF) and a fair value1 of 133.9 million CHF (2013: 132.4 million CHF). Refer to
note 25 (p. 91) for further information. The book values of other financial instruments measured at
amortized cost correspond to their fair values.
Autoneum Financial Report 2014 Consolidated financial statements 9595
29 Pension plans
The costs for pensions are charged to employee costs and for the current reporting year totaled
12.8 million CHF (2013: 12.3 million CHF).
Some employees have defined contribution plans whose insurance benefit results solely from
the paid contributions and the return on investment on the plan asset. The other employees have
defined benefit plans that are based upon direct benefits of Autoneum Group.
Defined contribution plans
The expenses for defined contribution plans totaled 7.4 million CHF in the current reporting year
(2013: 5.1 million CHF).
Defined benefit plans
Autoneum maintains defined benefit pension plans in Switzerland, the United Kingdom, Italy (until
July 2013), the United States of America and Canada. The most significant pension plans are the
Swiss and the US pension plans. Those plans sum up to 78.1% (2013: 79.1%) of the Group’s defined
benefit liability and to 78.5% (2013: 79.6%) of the Group’s plan assets.
The status of the defined benefit plans at year-end was as follows:
CHF million
Switzerland
Fair value of plan assets at December 31
Present value of defined benefit obligation at December 31
Surplus at December 31
USA
Fair value of plan assets at December 31
Present value of defined benefit obligation at December 31
Deficit at December 31
Other countries
Fair value of plan assets at December 31
Present value of defined benefit obligation at December 31
Deficit at December 31
2014
111.0
–111.1
–0.1
31.2
–49.4
–18.2
38.9
–44.5
–5.6
2013
98.8
–93.3
5.5
27.2
–36.4
–9.2
32.3
–34.2
–1.9
Total deficit at December 31
–23.9
–5.6
Recognized in the balance sheet
as pension assets (within other non-current assets)
as pension liabilities (within employee benefit liabilities)1
6.2
–30.1
6.9
–12.5
1 Employee benefit liabilities include besides pension liabilities other employee-related liabilities in the amount of 1.6 million CHF (2013: 1.7 million CHF).
Autoneum Financial Report 2014 Consolidated financial statements 96
Swiss pension plans
Pension plans are governed by the Swiss Federal Law on Occupational Retirement, Survivors’ and
Disability Pension Plans (BVG). The Group’s pension plans are administered by separate legal founda-
tions, which are funded by regular employee and company contributions. Plan participants are in-
sured against the financial consequences of old age, disability and death. The most senior governing
body of the pension plan is the Board of Trustees. All governing and administration bodies have an
obligation to act in the interests of the plan participants. The final benefit is contribution-based with
certain minimum guarantees. Due to these minimum guarantees, the Swiss plans are treated as
defined benefit plans for the purposes of these IFRS financial statements, although they have many of
the characteristics of defined contribution plans. Retirement benefits are based on the accumulated
savings capital, which can either be drawn as a lifelong pension or as a lump sum payment. The
pension is calculated by multiplying the balance of the savings capital with the currently applicable
conversion rate. The plan is exposed to actuarial risks, such as longevity risk, interest rate risk and
market (investment) risk. In case of an underfunding, the Board of Trustees is required to take the
necessary measures to ensure that full funding can be expected to be restored within a reasonable
period. The measures may include increasing employee and company contributions, lowering the
interest rate on retirement account balances or reducing prospective benefits.
US pension plans
The Group’s major defined benefit plans in the USA have been closed to new members. New employees
in the US now join defined contribution plans. The defined benefit plans are subject to the provisions
of the Employee Retirement Income Security Act of 1974 (ERISA), which defines minimum standards
such as the statutory minimum funded status.
Pension plans in other countries
Autoneum maintains defined benefit plans in Canada and in Great Britain. The pension plan in Great
Britain has been closed for new members. New employees join a defined contribution plan. The
pension plan in Canada is open for all Canadian employees. The plan is funded, and the majority of
the contributions are paid by the employer.
Autoneum Financial Report 2014 Consolidated financial statements The movement in the defined benefit obligation over the year was as follows:
CHF million
Defined benefit obligation at January 1
Current service cost
Past service cost
Interest cost
Actuarial gains and losses
Employee contributions
Benefits paid
Sale of subsidiary
Currency effects
Defined benefit obligation at December 31
The movement in the fair value of plan assets over the year was as follows:
CHF million
Fair value of plan assets at January 1
Interest income
Return on plan assets excluding interest income
Employer contributions
Employee contributions
Benefits paid
Currency effects
Fair value of plan assets at December 31
2014
163.9
5.1
0.0
5.5
28.0
2.9
–6.5
0.0
6.1
205.0
2014
158.3
5.2
9.2
7.8
2.9
–6.5
4.2
181.1
The major categories of plan assets as a percentage of total plan assets were as follows:
in %
Equity
Debt
Real estate
Other
All equity and debt instruments are listed on a stock exchange.
The amounts recognized in the income statement were as follows:
CHF million
Current service cost
Past service cost
Net interest cost
Pension costs of defined benefit plans
Recognized in the income statement:
as employee costs
as interest expense (within financial expenses)
2014
44
31
6
19
2014
5.1
0.0
0.3
5.4
5.1
0.3
9797
2013
180.0
5.2
0.7
5.1
–6.7
3.0
–8.9
–10.6
–3.9
163.9
2013
145.7
3.8
11.2
7.2
3.0
–8.9
–3.7
158.3
2013
44
28
11
18
2013
5.2
0.7
1.2
7.2
6.0
1.2
Autoneum Financial Report 2014 Consolidated financial statements 98
The amounts recognized in the income statement result from plans in the following regions:
CHF million
Expense from defined benefit plans in Switzerland
Expense from defined benefit plans in the USA
Expense from defined benefit plans in other countries
Total
2014
3.4
1.0
1.0
5.4
2013
3.6
1.1
2.5
7.2
The expected contributions for the Group’s defined benefit pension plans for 2015 amount to 7.3 mil-
lion CHF (2014: 8.7 million CHF). The actual return on plan assets amounted to 14.4 million CHF
in 2014 (2013: 14.9 million CHF).
The effects of the revaluation of the defined benefit pension plans recognized in the statement of
comprehensive income are as follows:
CHF million
Actuarial gains and losses
from changes in demographic assumptions
from changes in financial assumptions
from experience adjustment
Return on plan assets excluding interest income
Recognized in statement of comprehensive income
The table below discloses the main actuarial assumptions at year-end:
Weighted average all pension plans
Discount rate
Expected future salary growth
Life expectancy for females at age of 65
Life expectancy for males at age of 65
in %
in %
in years
in years
2014
2013
–3.9
–22.1
–2.0
9.2
–18.8
2014
2.4
0.5
23.9
21.5
–4.1
14.7
–3.9
11.2
17.9
2013
3.3
0.6
22.8
20.5
At December 31, 2014, the weighted average duration of the defined benefit obligation was 16.7
years (2013: 14.5 years).
The table below shows the results of the sensitivity analysis. It was analyzed how expected changes
in the discount rate and expected changes in the future salary growth rate would impact the defined
benefit liability. A change in the discount rate by 0.25 points or a change in the future salary growth
rate by 0.5 points would have had the following effect on the defined benefit liabilities and assets:
CHF million
Increase in discount rate by 0.25 percentage point
Decrease in discount rate by 0.25 percentage point
Increase in future salary growth by 0.5 percentage point
Decrease in future salary growth by 0.5 percentage point
2014
–8.0
8.6
2.7
–2.7
2013
–5.8
6.1
1.5
–1.5
Autoneum Financial Report 2014 Consolidated financial statements 9999
30 Related parties
Related parties are members of the Board of Directors and the Executive Board, pension funds,
associated companies as well as companies controlled by significant shareholders. Information
on significant shareholders is disclosed in the notes to the financial statements of Autoneum
Holding Ltd on page 112.
The following transactions were carried out with related parties:
CHF million
Interest paid to shareholders on shareholder loans
Fees paid to the law firm of the Chairman of the Board of Directors
2014
1.0
0.2
2013
1.5
0.3
The total remuneration to the Board of Directors and to the Group Executive Board was as follows:
CHF million
Remuneration in cash
Remuneration in shares of Autoneum Holding Ltd
Employer contributions in pension fund
Employer contributions in social security
2014
4.7
1.7
0.5
0.3
2013
4.0
1.8
0.2
0.3
The compensation of the Board of Directors and of the Group Executive Board is disclosed in the
Remuneration report on pages 104 to 107.
Members of the Group Executive Board can deposit part of their cash remuneration as
a receivable due from Autoneum Management Ltd. The interest rate of these deposits is in line
with market conditions.
The main shareholders of Autoneum Holding Ltd have granted a subordinated loan of 12.5 million
CHF each. The interest rate on these loans was 6% per annum. The loans were due after written
notification of the creditors of the company, but not before the credit facilities of the bank syndicate
were fully repaid. They ranked after the claims of any unsubordinated creditors of the company
and certain of its subsidiaries, and prior to the claims of other subordinated creditors without fixed
maturity. The subordinated loans were repaid to the main shareholders on August 21, 2014.
Year-end balances were as follows:
CHF million
Payables due to employees
Subordinated shareholder loans
2014
1.0
0.0
2013
2.3
25.0
Autoneum Financial Report 2014 Consolidated financial statements 100
31 Other commitments
Some Group companies rent factory and office space under operating lease agreements. The leases
have varying terms, escalation clauses and renewal rights.
The future, cumulated minimum lease payments for operating leases are due as follows:
CHF million
Less than 1 year
1 to 5 years
Thereafter
Total
2014
25.1
68.4
41.2
134.7
2013
21.7
45.1
15.8
82.6
In the reporting period, 31.3 million CHF was charged to the income statement under operating
leases (2013: 31.9 million CHF).
At year-end, open commitments for large investments in tangible assets summed up to 24.9 million
CHF (2013: 5.8 million CHF).
32 Contingent liabilities
Along with other automobile suppliers, Autoneum Germany GmbH, a subsidiary of Autoneum
Holding Ltd, is subject to investigations by the German Federal Cartel Office. The investigations
affect, among others, the market for floor systems and trunk trim.
The investigations are ongoing and no decisions have been received from the German Federal
Cartel Office so far. No provision or quantification of the contingent liability for this case was made
in the consolidated financial statements 2014, since it is currently not possible to reliably estimate
a potential financial impact for this case.
There are no further single matters pending that Autoneum expects to be material in relation to
the Group’s business, financial position or results of operations.
Autoneum Financial Report 2014 Consolidated financial statements 33 Net debt
CHF million
Cash and cash equivalents
Marketable securities and interest bearing receivables
Short-term financial liabilities
Long-term financial liabilities
Subordinated shareholder loans
Net debt
34 Exchange rates for currency translation
101101
2013
–117.9
–18.7
48.6
138.0
25.0
75.0
2014
–140.9
–0.9
61.0
134.6
0.0
53.9
CHF
Argentina
Brazil
Canada
China
Czech Republic
Euro countries
Great Britain
India
Poland
USA
Average rate
2014
0.11
Average rate
2013
0.17
Year-end rate
2014
0.12
Year-end rate
2013
0.14
0.39
0.83
14.86
4.41
1.21
1.51
1.50
28.97
0.92
0.43
0.89
15.03
4.73
1.23
1.45
1.58
29.19
0.92
0.37
0.85
15.94
4.34
1.20
1.54
1.56
27.91
0.99
0.38
0.83
14.67
4.47
1.23
1.47
1.44
29.55
0.89
1 ARS
1 BRL
1 CAD
100 CNY
100 CZK
1 EUR
1 GBP
100 INR
100 PLN
1 USD
35 Events after balance sheet date
On January 15, 2015, the Swiss National Bank announced that it was discontinuing the minimum
exchange rate of 1.20 Swiss francs per euro. The amounts reported in these consolidated financial
statements do not reflect changes in foreign exchange rates after December 31, 2014. Since the
Group uses the Swiss franc as the presentation currency in its consolidated financial statements,
then a weakening of foreign currencies against the Swiss franc will have a negative currency trans-
lation impact on the Group’s consolidated results.
Autoneum Financial Report 2014 Consolidated financial statements 102
Subsidiaries and associated companies
Switzerland
Autoneum Holding Ltd, Winterthur
Argentina
Belgium
Brazil
Canada
China
Autoneum International Ltd, Winterthur
Autoneum Management Ltd, Winterthur
Autoneum Switzerland Ltd, Sevelen
Autoneum Argentina SA, Córdoba
Autoneum Belgium N.V., Genk
Autoneum Brasil Têxteis Acústicos Ltda., São Bernardo do Campo
Autoneum Canada Ltd., Tillsonburg
Autoneum (Chongqing) Sound-Proof Parts Co. Ltd., Chongqing
Autoneum (Shenyang) Sound-Proof Parts Co. Ltd., Shenyang
Autoneum Nittoku (Guangzhou) Sound-Proof Co. Ltd., Guangzhou
Tianjin Autoneum Nittoku Sound-Proof Co. Ltd., Tianjin
Wuhan Nittoku Autoneum Sound-Proof Co. Ltd., Wuhan
Czech Republic
Autoneum CZ s.r.o., Choceň
France
Autoneum Holding France SASU, Lyon
Autoneum France SASU, Aubergenville
Germany
Autoneum Germany GmbH, Rossdorf
Italy
India
Korea
Porfima Uno S.r.l., Torino
Autoneum India Pvt. Ltd., New Delhi
Autoneum Nittoku Sound Proof Products India Pvt. Ltd., Chennai
SHN CO., Ltd., Daegu
Autoneum Korea Ltd., Seoul
Mexico
Autoneum Mexico, S. de R.L. de C.V., Hermosillo
UGN de Mexico, S. de R.L. de C.V., Silao
Servicios de Acoustical Solutions, S. de R.L. de C.V., Silao
Netherlands
Autoneum Netherland B.V., Weert
Poland
Portugal
Russia
Spain
Autoneum Poland Sp.z.o.o., Katowice
Autoneum Portugal Lda., Setúbal
Autoneum Rus LLC, Ryazan
Autoneum Spain S.A.U., Terrassa
South Africa
Autoneum Feltex (Pty) Ltd., Durban
Thailand
SRN Sound Proof Co., Ltd., Chonburi
Summit & Autoneum (Thailand) Co., Ltd., Rayong
Turkey
Autoneum Erkurt Otomotive AS, Bursa
United Kingdom
Autoneum Great Britain Ltd., Stoke-on-Trent
USA
Autoneum America Corporation, Farmington Hills
Autoneum North America Inc., Farmington Hills
UGN Inc., Tinley Park
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CHF
CHF
ARS
EUR
BRL
CAD
CNY
CNY
CNY
CNY
CNY
CZK
EUR
EUR
EUR
EUR
INR
INR
KRW
MXN
MXN
MXN
EUR
PLN
EUR
RUB
EUR
ZAR
THB
THB
TRY
GBP
USD
USD
USD
KRW 2 640.0
Autoneum Financial Report 2014 Consolidated financial statements
103103
Report of the statutory auditor on the consolidated financial statements
to the General Meeting of Shareholders of Autoneum Holding Ltd, Winterthur
As statutory auditor, we have audited the accompanying consolidated financial statements of Autoneum Holding Ltd, which
comprise the balance sheet, income statement, statement of comprehensive income, statement of changes in equity, state-
ment of cash flows and notes on pages 64 to 102 for the year ended December 31, 2014.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation of the consolidated financial statements in accordance with
International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes
designing, implementing and maintaining an internal control system relevant to the preparation of consolidated finan-
cial 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 conduct-
ed our audit in accordance with Swiss law and Swiss Auditing Standards as well as International Standards on Auditing.
Those standards 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 consolidat-
ed 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 of the consoli-
dated 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 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, 2014, give a true and fair view
of the financial position, the results of operations and the cash flows in accordance with International Financial Re-
porting Standards (IFRS) and comply with Swiss law.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and inde-
pendence (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
Kurt Stocker
Licensed audit expert
Auditor in charge
Zurich, March 4, 2015
Kathrin Schünke
Licensed audit expert
Autoneum Financial Report 2014 Consolidated financial statements 104
Remuneration report
Components and definition process for remuneration and equity participation plans
Authority and definition process
The basic features of the remuneration policy are elaborated by the Compensation Committee (COC)
and approved by the Board of Directors, which also approves the Group bonus plan and the long-
term incentive plan (LTI). The Board of Directors fixes annually the remuneration of the Directors and
of the members of the Group Executive Board, based on suggestions of the COC. The Directors,
whose remuneration is decided on, also participate in the meeting. The Board of Directors reviews
annually the main features of the remuneration policy, approves the fixed portion of the remunera-
tion of the Group Executive Board members and defines the targets for the Group bonus plan as well
as the parameters for the LTI. The Board of Directors has not engaged third-party consultants for
the elaboration of the salary policy or of compensation programs.
Remuneration of the Board of Directors
The remuneration of the Board of Directors consists of the annual fee and of the compensation for
representation expenses. The remuneration is determined at the discretion of the Board of Directors,
taking into consideration the remuneration at companies with comparable size, industry and
globalization.
The members of the Board of Directors may opt to obtain all or part of their remuneration in
cash or in Autoneum shares. The cash component is paid out in December of the related business
year. The share price applicable for the conversion of the remuneration into shares is based on the
average trading price of the ten trading days following the dividend payment. The shares are delivered
at tax values and are blocked for three years following the fixing day. The tax value equals the
average trading price described above, discounted to reflect the three-year block period.
Remuneration of the Group Executive Board
Remuneration of the Group Executive Board consists of a fixed component, a performance-related
bonus and the participation in the long-term incentive plan (LTI).
Remuneration is determined at the discretion of the Board of Directors taking into consideration
function, responsibility and experience, as well as remuneration at comparable industrial companies
for which information is publicly available or known to the Directors from their experience or office
at similar companies. Industrial companies are considered comparable with Autoneum if they are
similar in terms of business sector, structure, size and international activity.
The members of the Group Executive Board may reach a performance-related remuneration
of up to 80% of their basic salary, subject to the achievement or exceeding of defined minimum
profitability and liquidity targets of the Group or of the Business Groups (BG), as well as to the
achievement of agreed individual targets.
The targets for the CEO and the CFO refer to the net profit margin (weighted with 52.5%), RONA
(22.5%) and individual targets (25%). For the heads of the BG the targets refer to the net profit
margin (17.5%), Group RONA (7.5%), BG EBIT margin (35%), BG free cash flow (15%) and individual
targets (25%). Minimum and maximum limits are defined for the weighted targets. Achievement
of the minimum limit is a condition for the bonus, while maximum bonus is achieved at the maximum
Autoneum Financial Report 2014 Remuneration report 105
limit. Bonus develops linearly between the two limits. Irrespective of the other targets, a bonus is
only earned in case of a positive Group net profit.
At least 40% of the bonus is paid in shares of Autoneum. Each member of the Group Executive
Board can opt for receiving up to 100% of the bonus in shares. The calculated bonus is multiplied by
1.4 and then converted into shares considering the average trading price of the first ten trading
days in January. The resulting shares are blocked for three years.
The long-term incentive plan (LTI) allows the Board of Directors to allocate part of the Group net
profit to the beneficiaries defined in advance. Beneficiaries are the upper management of the Group,
including the Group Executive Board. The total amount of net profit dedicated to the LTI is converted
into Autoneum shares. The shares are allocated to the beneficiaries at fixed percentage rates,
corresponding to the internal function levels. The shares become property of the beneficiaries after
a vesting period of three years, if the beneficiaries are then still employed by an Autoneum company.
Immediate vesting occurs in case of death or retirement of a beneficiary. In case of employment
termination, shares not yet vested lapse without compensation. Exceptions are possible at the discretion
of the COC. For the year 2015, 1% of net profit has been allocated (2014: 1%).
There are no share options or share purchase plans.
Remuneration to the members of the Board of Directors and of the Group Executive Board in 2014
CHF
Board of Directors
Hans-Peter Schwald, Chairman
Rainer Schmückle, Vice Chairman
Michael W. Pieper
This E. Schneider
Peter Spuhler
Ferdinand Stutz
Total
CHF
Remuneration in cash Shares instead of cash
Value1
Number
Other2
Total
0
1 789
280 000
106 523
0
65 000
0
100 000
400
612
286
599
419
83 477
100 000
65 000
100 000
70 000
50 066
330 066
25 000
215 000
25 322
125 322
29 721
159 721
27 496
127 496
32 480
202 480
271 523
4 105
698 477
190 085 1 160 085
Remuneration in cash
Fixed3
Variable
Shares (bonus plan)
Value4
Number
LTI5
Other6
Total
Group Executive Board
All members
2 893 853 1 209 989
Thereof Martin Hirzel, CEO
636 542
293 654
5 081
1 568
887 905
190 303
863 664 6 045 714
274 008
70 075
174 790 1 449 069
1 The applicable share price (average trading price during the defined period, less 16% for the three-year blocking period) was 156.52 CHF.
The transfer took place after deduction of applicable social security contributions and withholding taxes.
2 Other remuneration includes the employer portion of social insurance contributions as well as lump-sum remuneration for representation expenses.
3 Variations from prior year remuneration stem from adjusting fixed cash remuneration to market level and transition periods of Group Executive Board members.
4 The part of the bonus opted to be paid out in shares (at least 40%) is multiplied by the factor 1.4 and then converted into shares at the relevant share
price (average trading price during the defined period). The applicable share price was 174.75 CHF.
5 The rights allocated in April 2015 will vest end of February 2018.
6 Other remuneration includes the employer portion of social insurance contributions, the employer portion of contributions to pension funds and other
fringe benefits.
Autoneum Financial Report 2014 Remuneration report 106
Remuneration to the members of the Board of Directors and of the Group Executive Board in 2013
Rainer Schmückle, Vice Chairman
119 000
1 000
71 000
CHF
Board of Directors
Hans-Peter Schwald, Chairman
Michael W. Pieper
This E. Schneider
Peter Spuhler
Ferdinand Stutz
Total
CHF
Group Executive Board
All members
Remuneration in cash Shares instead of cash
Value1
Number
Other2
Total
0
5 258
280 000
0
1 797
100 000
65 000
839
65 000
0
1 760
100 000
130 000
704
40 000
48 270
328 270
25 000
215 000
25 322
125 322
29 721
159 721
27 496
127 496
32 413
202 413
314 000
11 358
656 000
188 222 1 158 222
Remuneration in cash
Variable6
Fixed
Shares (bonus plan)
Value3
Number
LTI4
Other5
Total
2 669 279
999 317
5 448 1 082 792
217 000
492 320 5 460 708
Thereof Martin Hirzel, CEO
630 240
252 096
1 598
352 934
54 250
96 107 1 385 627
1 The applicable share price (average trading price during the defined period, less 16% for the three-year blocking period) was 53.25 CHF. The transfer
took place after deduction of applicable social security contributions and withholding taxes.
2 Other remuneration includes the employer portion of social insurance contributions as well as lump-sum remuneration for representation expenses.
3 The part of the bonus opted to be paid out in shares (at least 40%) is multiplied by the factor 1.4 and then converted into shares at the relevant share
price (average trading price during the defined period). The applicable share price was not yet available by the closing of the financial statements 2013.
4 The rights allocated in April 2014 will vest end of February 2017.
5 Other remuneration includes the employer portion of social insurance contributions, the employer portion of contributions to pension funds and other
fringe benefits.
6 For the bonus calculation, the net profit 2013, 36.2 million CHF, has been adjusted for the sale of the subsidiary Autoneum Italy S.p.A. and closure of the
plant Dieppe in France to 74.4 million CHF.
Remuneration to former members of the Board of Directors and of the Group Executive Board
There has been no remuneration to former members of the Board of Directors or of the Group
Executive Board.
Directorships at other companies
The Board of Directors decides on directorships of members of the Group Executive Board or of
other members of senior management at other companies. When the directorship is exercised
outside the contractual working time, the director’s remuneration received must not be surrendered
to Autoneum.
Loans to directors or officers
No loans have been granted to members of the Board of Directors or of the Group Executive Board.
Other remuneration and payments to related parties
There have been no further remuneration or payments to members of the Board of Directors or of the
Group Executive Board in 2014 or in 2013. In 2014, 211 138 CHF (2013: 271 975 CHF) of fees were
paid to the law firm managed by the Chairman of the Board of Directors, for legal services provided.
Autoneum Financial Report 2014 Remuneration report
107
Report of the Statutory Auditor on the Remuneration report
to the General Meeting of Shareholders of Autoneum Holding Ltd, Winterthur
We have audited the accompanying Remuneration report dated March 4, 2015, of Autoneum Holding Ltd for the year
ended December 31, 2014. The audit was limited to the information according to articles 14–16 of the Ordinance against
Excessive Compensation in Stock Exchange Listed Companies (Ordinance) contained in the tables “Remuneration to
the members of the Board of Directors and of the Group Executive Board in 2014” and “Remuneration to the members of
the Board of Directors and of the Group Executive Board in 2013” on pages 105 to 106 of the Remuneration report.
Responsibility of the Board of Directors
The Board of Directors is responsible for the preparation and overall fair presentation of the Remuneration report in
accordance with Swiss law and the Ordinance against Excessive Compensation in Stock Exchange Listed Companies.
The Board of Directors is also responsible for designing the remuneration system and defining individual remuneration
packages.
Auditor’s responsibility
Our responsibility is to express an opinion on the accompanying Remuneration report. We conducted our audit in
accordance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the Remuneration report complies with
Swiss law and articles 14–16 of the Ordinance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the Remuneration report
with regard to compensation, loans and credits in accordance with articles 14–16 of the Ordinance. The procedures
selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements in the
Remuneration report, whether due to fraud or error. This audit also includes evaluating the reasonableness of the
methods applied to value components of remuneration as well as assessing the overall presentation of the Remuner-
ation report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the Remuneration report for the year ended December 31, 2014, of Autoneum Holding Ltd complies with
Swiss law and articles 14–16 of the Ordinance.
KPMG AG
Kurt Stocker
Licensed audit expert
Auditor in charge
Zurich, March 4, 2015
Kathrin Schünke
Licensed audit expert
Autoneum Financial Report 2014 Remuneration report
108
Income statement of Autoneum Holding Ltd
For the period from January 1 to December 31
CHF million
Income
Dividend income
License income
Financial income
Total income
Expenses
Financial expenses
Administration expenses
Sale of subsidiary
Total expenses
Net profit
Notes
2014
2013
(1)
(2)
6.6
5.3
19.9
31.8
9.1
3.9
6.9
19.9
11.9
5.7
5.6
18.9
30.1
12.5
4.2
0.0
16.7
13.4
Autoneum Financial Report 2014 Financial statements of Autoneum Holding Ltd
Balance sheet of Autoneum Holding Ltd
At December 31
CHF million
Assets
Investments
Loans due from subsidiaries
Loans due from third parties
Non-current assets
Loans due from subsidiaries
Loans due from third parties
Receivables and accruals due from subsidiaries
Receivables and accruals due from third parties
Treasury shares
Cash and cash equivalents
Current assets
Total assets
Shareholders’ equity and liabilities
Share capital
Legal reserves
General reserve
Reserve for treasury shares
Reserve from paid-in capital
Retained earnings
Balance brought forward
Net profit for the year
Shareholders’ equity
Subordinated shareholder loans
Bond
Long-term provisions
Non-current liabilities
Liabilities due to banks
Liabilities and accruals due to subsidiaries
Liabilities and accruals due to third parties
Current liabilities
Liabilities
Total shareholders’ equity and liabilities
Notes
(3)
(4)
(5)
(5)
(5)
(6)
(7)
(9)
109
2014
2013
267.1
234.1
7.6
508.9
96.9
0.7
16.5
0.9
6.1
10.3
131.2
640.1
205.6
253.8
4.3
463.8
79.6
17.8
41.0
2.9
2.3
14.7
158.4
622.2
0.2
0.2
288.8
6.1
76.0
27.7
11.9
410.6
0.0
124.4
11.9
136.3
33.3
53.9
6.0
93.3
229.5
640.1
292.5
2.3
82.0
14.3
13.4
404.7
25.0
124.2
11.9
161.1
0.0
51.7
4.7
56.3
217.4
622.2
Autoneum Financial Report 2014 Financial statements of Autoneum Holding Ltd
110
Notes to the financial statements of Autoneum Holding Ltd
1
Financial income
CHF million
Interest income
Foreign exchange result net
Other financial income
Total
2
Financial expenses
CHF million
Interest expenses
Foreign exchange result net
Other financial expenses
Total
3
Investments
2014
15.0
4.0
0.8
19.9
2014
9.1
0.0
0.0
9.1
2013
18.7
0.0
0.2
18.9
2013
9.8
2.6
0.1
12.5
Autoneum Holding Ltd recapitalized subsidiaries by converting loans into equity in 2014 and 2013.
Participation levels were increased accordingly. The subsidiaries and associated companies are listed
on page 102. They are owned directly or indirectly by Autoneum Holding Ltd.
4
Treasury shares
At December 31, 2014, the Company held 53 180 shares (2013: 36 062) that were purchased in 2014
and in prior periods at an average market price of 114.18 CHF (2013: 64.62 CHF) per share. In 2014,
the Company purchased 28 069 (2013: 61 747) shares at an average share price of 167.15 CHF (2013:
61.20 CHF), transferred 4 105 shares (2013: 11 358) to beneficiaries at an average share price of
96.75 CHF (2013: 53.26 CHF) and sold 7 250 shares (2013: 16 777) to subsidiaries at an average share
price of 76.18 CHF (2013: 64.86 CHF). The treasury shares are valued at the lower of cost or market
value. At December 31, 2014, the shares were valued at historic cost.
5
Shareholders’ equity
Share capital
The share capital amounts to 233 618.15 CHF. It is divided into 4 672 363 fully paid registered shares
with a par value of 0.05 CHF each.
Conditional share capital
For issuing bonds and/or granting shareholder options, the share capital can be increased by a maxi-
mum of 700 000 paid registered shares with a par value of 0.05 CHF up to a maximum value of
35 000 CHF. Furthermore, for the issue of shares to employees and subsidiaries, the share capital
Autoneum Financial Report 2014 Financial statements of Autoneum Holding Ltd
111
can be increased by a maximum of 250 000 paid registered shares with a par value of 0.05 CHF
up to a maximum value of 12 500 CHF.
Reserve for treasury shares
A reserve for treasury shares in the amount of the acquisition costs of the treasury shares was trans-
ferred from the general reserve.
Reserve from paid-in capital
The reserve includes an amount of 21.0 million CHF (2013: 27.0 million CHF) whose distribution as
dividends is not subject to income taxes in Switzerland. As a consequence, the dividend distribution
can be effected free of Swiss withholding tax.
6
Subordinated shareholder loans
The two main shareholders of Autoneum Holding Ltd have granted a subordinated loan of 12.5 mil-
lion CHF each. The interest rate on these loans was 6% per annum. The loans were due after written
notification of the creditors of the Company, but not before the credit facilities of the bank syndicate
were fully repaid. They ranked after the claims of any unsubordinated creditors of the Company and
specific subsidiaries, and prior to the claims of other subordinated creditors without fixed maturity.
The subordinated loans were repaid to the main shareholders on August 21, 2014.
7
Bond
On December 14, 2012, Autoneum Holding Ltd issued a fixed rate bond with a nominal value of
125.0 million CHF, which is listed on the SIX Swiss Exchange. The bond carries a coupon rate of
4.375%, and has a term of five years with a final maturity on December 14, 2017. The proceeds
from the bond issue were used to repay existing bank debt and allowed Autoneum to diversify
its financial resources, extend the maturity of the financing and take advantage of the favorable capi-
tal market.
8
Bank debt
On August 21, 2014, the long-term credit agreement of 285.0 million CHF, which was concluded on
April 12, 2011, between a banking syndicate, Autoneum Holding Ltd, and certain of its subsidiaries,
reduced to 130.0 million CHF and amended in various ways in December 2012 in connection with
the issuance of the bond mentioned above, was replaced by a new long-term credit agreement in the
amount of 150.0 million CHF. The line of credit may partly also be used as a guarantee facility. The
final maturity date is December 31, 2019. The interest rate remains based on the LIBOR rate plus an
applicable margin, which is determined based on the ratio of net debt to EBITDA.
The new credit agreement contains customary financial covenants. Compliance with financial
covenants was checked quarterly and reported to the banking syndicate. In fiscal years 2014 and
2013, the minimum financial requirements were met at all times.
Autoneum Financial Report 2014 Financial statements of Autoneum Holding Ltd 112
9
Long-term provisions
CHF million
At January 1
Loss from the sale of Autoneum Italy S.p.A.
Other losses
At December 31
10 Guarantees
2014
11.9
0.0
0.0
11.9
2013
46.0
–28.4
–5.7
11.9
Autoneum Holding Ltd has guaranteed 24.1 million CHF (2013: 23.9 million CHF) to financial institu-
tions for granting credit facilities to direct and indirect subsidiaries and 23.8 million CHF (2013:
48.3 million CHF) to other third parties for securing transactions they entered with direct and indirect
subsidiaries. Furthermore, a financing commitment in the amount of 13.6 million CHF (2013:
7.4 million CHF) was given in favor of a subsidiary.
11 Significant shareholders
At December 31, Autoneum knew that the following shareholders had more than 3% of the Company
voting rights (in accordance with Art. 663c Swiss Code of Obligations):
Artemis Beteiligungen I AG, Hergiswil, Switzerland, Centinox Holding AG,
Hergiswil, Switzerland, and Michael Pieper
PCS Holding AG, Weiningen, Switzerland, and Peter Spuhler
Capital Group Companies, Inc. (CGC), Los Angeles, USA
First Eagle Overseas Fund, New York, USA
2014
2013
20.27%
18.26%
n/a
n/a
20.18%
18.24%
5.07%
3.43%
Details of the disclosures can be found at:
www.six-exchange-regulation.com/obligations/disclosure/major_shareholders_en.html
12 Risk management
Risk management in Autoneum Group is based primarily on the management structure. The Company
participates in this risk management process which is described in the consolidated financial
statements of Autoneum Holding Ltd on pages 74 to 77.
Autoneum Financial Report 2014 Financial statements of Autoneum Holding Ltd 113
13 Shares held by the Board of Directors or by the Group Executive Board
The following shares were held by the Board of Directors or by the Group Executive Board
(incl. parties related to them) as of December 31 (Art. 663c Swiss Code of Obligations):
Number of shares
Hans-Peter Schwald, Chairman
Rainer Schmückle, Vice Chairman
Michael W. Pieper
This E. Schneider
Peter Spuhler
Ferdinand Stutz
Total Board of Directors
Martin Hirzel
Martin Zwyssig1
Urs Leinhäuser2
Matthias Holzammer
Richard Derr
Uwe Trautmann
Volker Eimertenbrink
2014
33 000
2 171
947 245
3 850
853 035
1 756
2013
30 000
1 771
943 000
3 564
852 436
1 337
1 841 057
1 832 108
7 512
0
n/a
2 593
3 480
2 818
1 645
5 914
n/a
4 189
1 579
2 602
2 549
1 257
Total Group Executive Board
18 048
18 090
1 Martin Zwyssig was appointed as member of the Group Executive Board as of April 1, 2014.
2 Urs Leinhäuser left the Group Executive Board as of March 31, 2014.
14 Events after balance sheet date
On January 15, 2015, the Swiss National Bank announced that it was discontinuing the minimum
exchange rate of 1.20 Swiss francs per euro. The amounts reported in these financial statements do
not reflect changes in foreign exchange rates after December 31, 2014.
Autoneum Financial Report 2014 Financial statements of Autoneum Holding Ltd 114
Dividend proposal
for the appropriation of profit
CHF
Net profit according to income statement
Balance brought forward
Reversal of reserve from paid-in capital1
At the disposal of the Annual General Meeting
Proposal
Distribution of a dividend1
Carried forward to new account
2014
11 884 496
27 661 071
20 844 059
60 389 626
20 844 059
39 545 567
60 389 626
1 Shares held by Autoneum Holding Ltd at the time of dividend distribution are not entitled to dividends.
The Board of Directors proposes that a dividend of 4.50 CHF is paid per registered share, which will
be charged to the reserve from paid-in capital. As a consequence, the dividend distribution will be
effected free of Swiss withholding tax.
Autoneum Financial Report 2014 Financial statements of Autoneum Holding Ltd
115
Report of the statutory auditor on the financial statements to the General Meeting
of Shareholders of Autoneum Holding Ltd, Winterthur
As statutory auditor, we have audited the accompanying financial statements of Autoneum Holding Ltd, which comprise
the balance sheet, income statement and notes on pages 108 to 114 for the year ended December 31, 2014.
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 mate-
rial 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 pres-
entation 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, 2014, comply with Swiss law and the Compa-
ny’s articles of incorporation.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independ-
ence (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 complies with Swiss law and the Company’s
articles of incorporation. We recommend that the financial statements submitted to you be approved.
KPMG AG
Kurt Stocker
Licensed audit expert
Auditor in charge
Zurich, March 4, 2015
Kathrin Schünke
Licensed audit expert
Autoneum Financial Report 2014 Financial statements of Autoneum Holding Ltd
116
Autoneum Financial Report 2014 Review 2010 – 2014
Review 2010 – 2014
Consolidated income statement
CHF million
Net sales
BG Europe
BG North America2
BG Asia
BG SAMEA3
EBITDA4
as a % of net sales
EBIT4
as a % of net sales
Net profit
as a % of net sales
Return on net assets in % (RONA)
Return on equity in % (ROE)
Consolidated balance sheet
Non-current assets
Current assets
Equity attributable to shareholders of Autoneum
Equity attributable to non-controlling interests
Total shareholders’ equity
Non-current liabilities
Current liabilities
Total assets
Net debt
Shareholders’ equity in % of total assets
Consolidated statement of cash flows
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
2014
1 954.7
2013
2 053.3
2012
1 940.9
2011
1 682.4
20101
1 677.5
807.7
882.7
145.3
123.9
201.6
10.3
135.1
6.9
102.8
5.3
20.3
29.6
536.2
563.0
303.5
89.0
392.5
236.1
470.7
1 099.3
53.9
35.7
138.2
–108.8
–15.0
901.6
892.4
128.3
138.4
184.3
9.0
117.4
5.7
36.2
1.8
10.3
12.5
440.7
549.9
232.9
69.1
302.0
234.9
453.8
990.6
75.0
30.5
165.7
–98.6
–20.7
901.2
800.0
101.4
144.7
146.4
7.5
77.3
4.0
29.6
1.5
10.0
11.1
434.4
517.5
213.2
62.3
275.5
237.0
439.4
951.9
123.0
28.9
114.9
–66.8
–36.4
888.0
571.3
91.8
140.6
104.2
6.2
34.9
2.1
2.3
0.1
4.1
0.9
417.0
566.2
200.4
56.4
256.8
228.9
497.5
983.2
154.8
26.1
35.6
–82.5
–10.6
897.1
548.9
76.7
149.5
107.2
6.4
22.3
1.3
–41.3
–2.5
–0.5
n/a
432.1
590.3
193.0
55.1
248.1
187.0
587.3
1 022.4
151.0
24.3
6.9
–72.0
125.6
Employees at the end of the year5
10 681
10 816
10 799
10 424
9 423
1 According to Historical Combined Financial Statements.
2 Including USA, Canada and Mexico.
3 Including South America, Middle East, Africa and Russia.
4 Before loss on disposal and restructuring expenses in 2013.
5 Including temporary employees but excluding apprentices.
Autoneum Financial Report 2014 Review 2010 – 2014
117
Information for investors
CHF million
Number of issued shares
Share capital of Autoneum Holding Ltd
Net profit of Autoneum Holding Ltd
Market capitalization at December 31
as a % of net sales
as a % of equity attr. to AUTN shareholders
Data per share (AUTN)
CHF
Basic earnings per share
Dividend per share1
Shareholders’ equity per share2
Share price at December 31
Share price development during the year
High
Low
2014
4 672 363
2013
4 672 363
2012
4 672 363
2011
4 672 363
2010
4 672 363
0.2
11.9
783.0
40.1
258.0
2014
17.03
4.50
65.71
169.50
209.30
129.10
0.2
13.4
633.3
30.8
271.9
2013
3.12
1.30
50.24
136.60
140.00
43.30
0.2
8.2
207.1
10.7
97.2
2012
2.61
0.65
45.65
44.35
57.95
36.00
0.2
14.2
228.6
13.6
114.1
2011
–2.13
0.00
49.38
48.95
119.00
43.75
0.2
–8.1
n/a
n/a
n/a
2010
n/a
n/a
n/a
n/a
n/a
n/a
1 As proposed by the Board of Directors and subject to the agreement of the Annual General Meeting.
2 Equity attributable to shareholders of Autoneum Holding Ltd per share outstanding at December 31.
118
Autoneum Annual Report 2014 Important dates
Important dates
· Annual General Meeting 2015: March 26, 2015
· Semi-Annual Report 2015:
· Annual General Meeting 2016: March 30, 2016
July 22, 2015
For investors and financial analysts
Dr. Martin Zwyssig
Chief Financial Officer
Phone +41 52 244 82 82
investor@autoneum.com
For the media
Dr. Anahid Rickmann
Head Corporate Communications
Phone +41 52 244 83 88
media@autoneum.com
Mailing address
Autoneum Holding Ltd
Schlosstalstrasse 43
P. O. Box
8406 Winterthur
Switzerland
All statements in this report which do not
refer to historical facts are forecasts for
the future which offer no guarantee whatsoever
with respect to future performance; they
embody risks and uncertainties which include
– but are not confined to – future global
economic conditions, exchange rates, legal
provisions, market conditions, activities
by competitors, and other factors which are
outside the company’s control.
March 2015
This is a translation of the original
German text.
© Autoneum Holding Ltd, Winterthur,
Switzerland
Text:
Autoneum Management Ltd, Winterthur
Design:
atelier MUY, Zürich
Photography:
flashpoint studio, Freiburg i. Br.
Portrait Jim Carroll:
Daniel Alexander, Toronto
Publishing System:
Multimedia Solutions AG, Zurich
Printing:
Druckmanufaktur, Urdorf
March Groundbreaking of new plant
in Jeffersonville, USA.
June Founding of Autoneum Korea
for future cooperation with Korean OEMs
in their home market and on global
production platforms.
Highlights
2014
September The successful implemen-
tation of a new ERP system at the North
American locations in the US, Canada
and Mexico ensures standardized busi-
ness processes and efficiency increases.
October As new Presenting Partner
of the renowned “World Car Awards”
Autoneum promotes innovative
strength in the automotive industry and
thus shapes the future of mobility.
August Favorable refinancing through
a syndicated loan lays the financial
foundation for future growth and further
operational improvements.
December The first Global Employee
Survey confirms Autoneum’s
High Performance Culture and forms
the starting point for further
future dialogue with the employees.
Autoneum
Locations with minority
shareholders
Investments in associates
Licensees
Germany
⋅ Böblingen
⋅ Großostheim
⋅ Munich
⋅ Roßdorf-
Gundernhausen
Argentina
⋅ Córdoba
Belgium
⋅ Genk
Brazil
⋅ Betim
⋅ Gravataí
⋅ São Bernardo
do Campo
⋅ Taubaté
Canada
⋅ London, Ontario
⋅ Tillsonburg,
Ontario
Czech Republic
⋅ Bor
⋅ Choceň
⋅ Hnátnice
China
⋅ Chongqing
⋅ Shanghai
⋅ Shenyang
⋅ Taicang
⋅ Guangzhou
⋅ Tianjin
⋅ Wuhan
⋅ Fuzhou
France
⋅ Aubergenville
⋅ Blainville
⋅ Lachapelle-
aux-Pots
⋅ Moissac
⋅ Ons-en-Bray
Global footprintof Autoneum Great Britain
⋅ Halesowen
⋅ Heckmondwike
⋅ Stoke-on-Trent
India
⋅ Behror
⋅ Chennai
Indonesia
⋅ Jakarta
Italy
⋅ Santhià
Japan
⋅ Aichi
⋅ Higashi Kyushu
⋅ Hiratsuka
⋅ Hiroshima
⋅ Kyushu
⋅ Shizuoka
⋅ Tokyo
Malaysia
⋅ Shah Alam
Mexico
⋅ Hermosillo
⋅ Silao
Poland
⋅ Katowice
⋅ Nowogard
Portugal
⋅ Setúbal
Russia
⋅ Ryazan
South Africa
⋅ Rosslyn
⋅ Durban
South Korea
⋅ Incheon
⋅ Daegu
Spain
⋅ A Rúa
⋅ Valldoreix
Sweden
⋅ Göteborg
Switzerland
⋅ Winterthur (HQ)
⋅ Sevelen
Thailand
⋅ Laem Chabang
⋅ Chonburi
⋅ Samutprakarn
Turkey
⋅ Bursa
USA
⋅ Aiken, South Carolina
⋅ Bloomsburg, Pennsylvania
⋅ Farmington Hills, Michigan
⋅ Oregon-Lallendorf, Ohio
⋅ Oregon-Wynn, Ohio
⋅ Chicago Heights, Illinois
⋅ Jackson, Tennessee
⋅ Somerset, Kentucky
⋅ Tinley Park, Illinois
⋅ Valparaiso, Indiana
Autoneum. Mastering sound and heat.
www.autoneum.com