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A
Annual Report 2015
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 2015 Autoneum at a glance
Net sales
CHF million
1 954.7
2 085.9
EBIT
CHF million
135.1
158.0*
2014
2015
2014
2015
4%
9%
40%
Net sales
by region
47%
Net profit
CHF million
102.8
36.268.7
Operating cash flow
2014
2015
CHF million
138.2
143.2*
2014
2015
9%
15%
39%
Employees
by region
37%
Business Group Europe/Corporate
Business Group North America
Business Group Asia
Business Group SAMEA
*before non-recurring expenses
Autoneum Annual Report 2015 Contents
1
Group report
02 Letter to shareholders
10 Business year at a glance
15 Autoneum from A to Z
42 Sustainability
44 Corporate Governance
Financial report
62 Consolidated financial statements
104 Remuneration report
109 Financial statements
of Autoneum Holding Ltd
119 Review 2011–2015
122 Important dates
2
Autoneum Annual Report 2015 Letter to shareholders
Strong sales growth –
further increase in
profitability
Dear shareholders
Operational excellence, innovation leadership
and the globally balanced production network
of Autoneum have once again paid off in the
past financial year: Despite a challenging market
environment with corresponding economic
headwinds triggered by a slump in demand in
South America and Russia, Autoneum not
only increased sales remarkably but was also
operationally more profitable than ever.
Notwithstanding the lower year-on-year net
profit due to non-recurring expenses and
a normalized tax ratio, the Board of Directors
proposes an unchanged dividend of CHF 4.50
per share.
Strong sales growth in weak market
environment
With 88.6 million light vehicles produced and
a growth rate of only 1.4%, the global automotive
industry in 2015 recorded its weakest growth
momentum since the automotive crisis of 2009.
While automobile production in Europe, North
America and Asia grew, production volume in
South America decreased due to the economic
crisis and the related drop in demand over
the previous year. In this low-impulse market
environment, Autoneum was able to increase
net sales in local currencies by 10.6% and thus
significantly exceeded global market growth
thanks to a good order situation and the corre-
Autoneum Annual Report 2015 Letter to shareholders
3
Hans-Peter Schwald – Chairman of the Board
Martin Hirzel – Chief Executive Officer
sponding utilization of production capacities.
Despite the strength of the Swiss franc, net sales
in the company currency rose by 6.7% from
CHF 1 954.7 million to CHF 2 085.9 million.
Except Business Group SAMEA (South America,
Middle East and Africa), all business groups
contributed to this rise in sales.
margin of 10.7% surpassed the previous year’s
already high level. EBITDA after non-recurring
expenses totaled CHF 191.5 million (2014:
CHF 201.6 million). EBIT before non-recurring
expenses improved by CHF 22.8 million to
CHF 158.0 million. The EBIT margin of 7.6%
surpassed the previous year’s margin by
Profitability further increased
Autoneum’s ongoing rise in profitability also
continued through 2015. EBITDA increased
by CHF 21.5 million to CHF 223.0 million before
non-recurring expenses in relation to the
payment of CHF 31.5 million to the German
Federal Cartel Office. Accordingly, the EBITDA
7.6%
The EBIT margin before non-recurring expenses
improved from 6.9% to 7.6%.
4
Autoneum Annual Report 2015 Letter to shareholders
High capacity
utilization, material
efficiency and
operational excellence
contributed to the
once again improved
results.
0.7 percentage points and exceeded the 7%
mark for the first time in company history. High
capacity utilization in Europe, material efficiency
in North America and Asia as well as the
increased productivity thanks to operational
excellence contributed to the once again
improved results. EBIT after non-recurring
expenses amounted to CHF 126.5 million
(2014: CHF 135.1 million).
Investments in expansion of global presence
Net profit decreased on the previous year by
CHF 34.1 million to CHF 68.7 million. Despite the
further improved operating result, non-recurring
expenses associated with the payment to the
German Federal Cartel Office and a higher tax
burden resulted in the lower net profit. Whereas
benefits from loss carryforwards recognized
in 2014 led to a disproportionately low tax ratio
of 14.4%, after adjustment for non-recurring
expenses in relation to the payment to the
German Federal Cartel Office, the tax ratio again
attained a sustainable level of 28.8%. Invest-
ments made predominantly to expand global
presence, including in the US plants in
Jeffersonville, Indiana, and Monroe, Ohio, and
in the relocation of a Brazilian plant, amounted
to CHF 120.7 million (2014: CHF 101.9 million).
Operating cash flow decreased by CHF 26.5
million to CHF 111.7 million (2014: CHF 138.2
million) due to the payment to the German
Federal Cartel Office, operational losses
at Business Group SAMEA and the higher net
working capital at December 31, 2015.
The lower net profit also took effect on the total
return on net assets (RONA), which at 17.7%
before non-recurring expenses stood below the
previous year’s level, but again significantly
exceeded the cost of capital. The equity ratio of
35.7% was unchanged compared to the prior
year. The decisive cause of net debt rising to
CHF 105.4 million (2014: CHF 53.9 million)
was a payment of CHF 31.5 million to the
German Federal Cartel Office in June 2015.
Earnings per share before non-recurring expenses
were at CHF 15.92 (2014: CHF 17.03), and cash
and cash equivalents on December 31, 2015, to-
taled CHF 78.7 million (2014: CHF 140.9 million).
Dividend payout at prior year’s level proposed
Despite the lower year-on-year net profit, the
Board of Directors will propose to the Annual
General Meeting on March 30, 2016, the
payment of an unchanged dividend of CHF 4.50
per share.
Business Groups
Net sales of Business Group Europe went up in
2015 by 13.1% in local currencies due to
numerous production ramp-ups and thus signi-
ficantly surpassed the already dynamic market
growth in this region. Due to pronounced
currency effects, net sales in Swiss francs only
grew by 3.7% to CHF 833.2 million (2014:
CHF 803.3 million). Crucial to the rise in EBIT
of Business Group Europe from CHF 31.7
million to CHF 44.7 million was strong capacity
utilization due to high-volume customer
orders for models of European and Korean OEMs
and gains in productivity through material
efficiency, which among other things included
lower scrap rates in production. The EBIT
Autoneum Annual Report 2015 Letter to shareholders
5
Financial highlights
CHF million
Autoneum Group
Net sales
EBITDA
EBITDA adjusted2
EBIT
EBIT adjusted2
Net profit
Net profit adjusted2
Return on net assets in % (RONA)3
Return on net assets in % (RONA) adjusted2,3
Operating cash flow
Operating cash flow adjusted2
Investments in tangible
and intangible assets
Net debt at December 31
Employees at December 314
BG Europe
Net sales
EBIT
BG North America
Net sales
EBIT
BG Asia
Net sales
EBIT
BG SAMEA5
Net sales
EBIT
2015
2014
Change
2 085.9
100.0% 1 954.7
100.0%
Organic
growth1
10.6%
191.5
223.0
126.5
158.0
68.7
100.2
12.7%
17.7%
111.7
143.2
120.7
105.4
11 423
9.2%
10.7%
6.1%
7.6%
3.3%
4.8%
5.8%
201.6
201.6
135.1
135.1
102.8
102.8
20.3%
20.3%
138.2
138.2
101.9
53.9
10 681
10.3%
10.3%
6.9%
6.9%
6.7%
–5.0%
10.6%
–6.4%
16.9%
5.3% –33.2%
5.3%
–2.5%
5.2%
6.9%
833.2
100.0%
803.3
100.0%
3.7%
13.1%
44.7
5.4%
31.7
3.9%
977.9
100.0%
882.7
100.0%
10.8%
8.8%
91.7
9.4%
75.1
8.5%
180.9
100.0%
145.3
100.0%
24.5%
20.6%
25.0
13.8%
19.9
13.7%
94.3
100.0%
123.9
100.0% –23.9%
–5.7%
–12.5
–13.3%
1.5
1.2%
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
202.40
938.1
9.12
4.50
169.50
783.0
17.03
4.50
19.4%
19.8%
–46.4%
1 Change in local currencies.
2 EBITDA, EBIT, Net profit, RONA and Operating cash flow are disclosed before expenses in relation to the settlement with the German Federal Cartel Office
in the amount of CHF 31.5 million in 2015.
3 Net profit before interest expenses in relation to average equity plus interest bearing liabilities.
4 Full-time equivalents including temporary employees but excluding apprentices.
5 Including South America, Middle East and Africa.
6 As proposed by the Board of Directors and subject to the approval of the Annual General Meeting.
6
Autoneum Annual Report 2015 Letter to shareholders
2 085.9
CHF million
Net sales increased by 6.7%
to CHF 2 085.9 million.
In 2015, nearly 89 million light
vehicles were produced globally.
Earnings per share were at
CHF 15.92.*
11 423
Autoneum employs more than
11 000 people worldwide.
In a weak market environment, Autoneum
not only increased net sales significantly in 2015,
but was also operationally more profitable
than ever before.
Autoneum Annual Report 2015 Letter to shareholders
7
7.6 %
The EBIT margin reached a new
peak at 7.6%.*
10.6 %
Autoneum achieved a double
digit growth in net sales in local
currencies.
RONA
%
7
7.
1
WACC
%
5
8
.
158.0
CHF million
EBIT rose by 16.9% to
CHF 158.0 million.*
68.7
CHF million
Due to non-recurring
expenses, net profit decreased
to CHF 68.7 million.
The return on net assets (RONA)
of 17.7% significantly surpassed
the cost of capital (WACC).*
* before non-recurring expenses
8
Autoneum Annual Report 2015 Letter to shareholders
margin accordingly reached 5.4% of net sales
for the first time, surpassing the previous year’s
margin by 1.4 percentage points.
Business Group North America grew
organ ically by 8.8% in the reporting year. This
was the result of supply for high-volume US and
Japanese models. Almost all of the 15 best-
selling car models in the USA were equipped
with Autoneum products. Net sales in Swiss
francs rose by 10.8% to CHF 977.9 million
(2014: CHF 882.7 million). EBIT increased by
CHF 16.6 million to CHF 91.7 million (2014:
CHF 75.1 million). The EBIT margin of 9.4% was
0.9 percentage points above that of the previous
year. The result achieved in North America
improved thanks to lower material costs and
the further expansion of vertical integration.
Almost all of the 15 best-selling car models in the
USA were equipped with Autoneum products.
Business Group Asia again reported striking
sales growth of 20.6% in local currencies,
achieved through extensive series start-ups for
models of international and local OEMs and
with Japanese customers who were overpropor-
tionately successful in China. In Swiss francs,
sales improved by 24.5% to CHF 180.9 million
(2014: CHF 145.3 million). EBIT of Business
Group Asia rose by CHF 5.1 million to CHF 25.0
million, corresponding to a further increase in
the EBIT margin to 13.8%. Material efficiency
and continuous improvement of production
standards contributed to the high EBIT margin.
Net sales of Business Group SAMEA were
decimated by the collapse in the main market
Brazil. Whereas sales in local currencies
declined by 5.7%, due to significant devaluation
of the Brazilian real and Argentine peso, net
sales in Swiss francs were reduced by 23.9%
to CHF 94.3 million (2014: CHF 123.9 million).
EBIT declined from CHF 1.5 million in the
previous year to CHF –12.5 million. Burdening
the result of Business Group SAMEA was the
ongoing recession and associated massive drop
in demand in Brazil, as well as non-recurring
expenses associated with relocating a Brazilian
plant. High production volumes in Turkey
and South Africa were able to partly offset the
declines in South American production.
Changes to the Group Executive Board
The Board of Directors of Autoneum Holding Ltd
appointed Andreas Kolf as Head of Business
Group Asia and member of the Group Executive
Board of Autoneum Holding Ltd as of March 1,
2016. Andreas Kolf has many years of experi-
ence as a managing director of international
automotive suppliers and a profound knowledge
of the Asian automotive market. He succeeds
Dr Uwe Trautmann, who made a personal decision
to leave the company at the end of February
2016 and return to Europe after 20 years in
Asia. Uwe Trautmann headed Business Group
Asia from 2007 until 2011 as a member of the
Executive Committee of the Automotive Systems
Division of Rieter Holding Ltd and served on the
Group Executive Board of Autoneum Holding Ltd
since its foundation in May 2011. The Board
of Directors of Autoneum Holding Ltd and CEO
Martin Hirzel regret Uwe Trautmann’s resigna-
tion, thank him for his major contribution to the
development of Business Group Asia and wish
him all the best for this new stage in his life.
Volker Eimertenbrink, Head of Business
Group SAMEA and member of the Group
Executive Board of Autoneum Holding Ltd, left
Autoneum at the end of 2015 to take on new
professional challenges. He assumed manage-
ment of the Business Group SAMEA in March
2012. From 2008 until the separation of
Autoneum in 2011, Volker Eimertenbrink was
Autoneum Annual Report 2015 Letter to shareholders
9
CFO and member of the Executive Committee of
the Automotive Systems Division of Rieter
Holding Ltd. The Board of Directors of Autoneum
Holding Ltd and CEO Martin Hirzel thank Volker
Eimertenbrink for the work he has done and his
loyal service to the company and wish him all
the best for the future. The Board of Directors
has appointed Fausto Bigi as his successor and
member of the Group Executive Board. Fausto
Bigi has long-standing experience in the global
automotive supplier industry. He was already in
charge of the South American business of the
Automotive Systems Division of Rieter Holding
Ltd from 2008 to 2011 and following the
separation additionally held office at Autoneum
as Deputy Head of Business Group SAMEA
until 2012. The Brazilian citizen has taken over
management of Business Group SAMEA on
March 1, 2016, from CFO Dr Martin Zwyssig,
who held charge temporarily since January 1,
2016. In order to ensure optimum control of the
key SAMEA market of Brazil, the headquarters
of the Business Group has been transferred from
Winterthur, Switzerland, to São Paulo, Brazil.
Outlook
In 2016, a rise in global automobile production
of 3% to approximately 91 million light vehicles
is anticipated. By continuing its existing
successful strategy implementation, Autoneum
expects to increase net sales in local currencies
in line with its mid-term financial targets by
4% to 5%. The Group’s 2015 operating margin
should be exceeded in 2016.
In 2016,
Autoneum expects to
increase net sales
in local currencies by
4% to 5% and to
exceed the Group’s
2015 operating
margin.
Thank you
On behalf of the Board of Directors and the
Group Executive Board, our thanks go to
all associated with Autoneum: shareholders,
customers and business partners with
whom we share a trusting relationship, as
well as to more than 11 000 employees
worldwide who made the successes of the
past years possible.
Winterthur, March 2, 2016
Hans-Peter Schwald
Chairman of the Board
Martin Hirzel
Chief Executive Officer
10
Autoneum Annual Report 2015 Business year at a glance
Shaping the future
by innovation leadership
2015 demonstrated how Autoneum’s success rests on intrinsic strengths:
Innovation leadership, a broad customer base and global presence
were instrumental to Autoneum and enabled it to successfully balance out
a cyclically-induced decline in demand in major automotive markets.
While the number of vehicles produced worldwide has hardly increased,
Autoneum showed not only significant organic growth but also gained
new customers and implemented a record number of successful
production launches.
Expertise at the service of consumers
and the environment
2015 was focused more than ever on acoustic
and thermal management for vehicles. Growth in
regulation of traffic-related environmental
burdens has led to continuing strong demand for
lightweight components that combine noise
and heat protection while reducing vehicle weight,
fuel consumption and emissions. Looking
ahead, demand for fuel-saving and aerodynamic
Autoneum components will further intensify
with the introduction of new vehicle test cycles
that take into account higher speeds and
accelerations. Measurement systems developed
by Autoneum based on many years of expertise
are now in worldwide use by the automotive
industry, enabling automobile manufacturers to
reliably predict the reduction potential of
parts and systems even at the predevelopment
stage. Faced with continuing high demand for
the Isokell measuring system, in 2015 Autoneum
launched a new version that measures the
airborne noise insulation and the transmission
loss of flat material samples as well as of
formed components such as inner dashes or
carpet systems. Beyond its products, Autoneum
contributes to increasing driving comfort
with measuring systems such as Isokell.
Autoneum Annual Report 2015 Business year at a glance
11
provided barely any impulse with a year-on-
year growth rate of only 1.4% and the automo-
bile industry in South America and Russia
experienced significant slumps in demand and
production, Autoneum profited from numerous
successful production ramp-ups as well as from
the diverse and balanced customer base. It was
broadened again in 2015 with the addition of
local and international OEMs. In accordance with
the strategic priority not only to generate sales
but also to grow profitably, the record highs in
operational profitability attained in past years
were again exceeded. Thus, the EBIT margin
before non-recurring expenses in relation to the
payment of CHF 31.5 million to the German
Federal Cartel Office reached 7.6%, surpassing
the 7% mark for the first time in company
history. After non-recurring expenses and due to
a normalized tax ratio, net profit declined to
CHF 68.7 million.
There was also impressive confirmation of the
company’s acoustics expertise in the reporting
year. Once again, Autoneum was scientific
leader of the Automotive Acoustics Conference
held in June at the Swiss Federal Institute of
Technology (ETH) in Zurich, Switzerland. At the
2015 conference, more than 200 experts and
representatives of car manufacturers, suppliers
and research institutions from 20 countries
discussed challenges associated with new
regulations in the field of vehicle acoustics.
Numerous international customers attended
a regional edition of the conference held in
Detroit, Michigan, USA. Autoneum mounts
in-house exhibitions at automobile manufactur-
ers to present the extensive benefits of its
product innovations to existing and potential
customers. In 2015 these “Innovation Days”
took place at various US OEMs in China and
for the first time at a leading Korean OEM
in its home market. Items on show included
Theta-FiberCell engine encapsulations,
underbody shields made of Ultra-Silent and
Clean-Tuft technology for carpets.
Growth path continued
With a sales increase of more than 10% in local
currencies, Autoneum achieved strong organic
growth in 2015. Despite the strength of the Swiss
franc, sales measured in the Group’s reporting
currency also increased clearly. This market
success was achieved in particular thanks to
a good order situation and correspondingly high
production volumes in Europe, North America
and Asia. Whereas global automotive production
Customer-driven expansion
Autoneum further expanded its global presence
in 2015 in accordance with high demand. In
Mexico, Autoneum laid the foundation for a third
production site and thus strengthened its
position in this important North American growth
market. The plant located in San Luis Potosí,
approximately 400 kilometers northwest of
Mexico City, will start the production of inner
dashes, floor insulators and carpet systems in
early 2017. From this 26 000-square-meter
facility, Autoneum is to supply US and German
OEMs producing locally for the North American
12
Autoneum Annual Report 2015 Business year at a glance
market. US plants in Jeffersonville, Indiana, and
Monroe, Ohio, which were newly put into
operation in 2015, started the manufacturing
of carpet systems and underbody shields for
US and Japanese customers. Production capaci-
ties at the Chinese plants in Taicang, Shenyang
and Guangzhou were further extended in order
to industrialize extensive existing serial
orders for European, US and Chinese customers.
In order to provide internationally producing
customers with the accustomed high product
quality for their South American manufacturing
facilities too, an existing plant within the
metropolitan area of São Paulo, Brazil, was
relocated and its machinery renewed in
line with the latest production standards.
A variety of model ramp-ups resulted in
high utilization of European, North American
and Asian production capacity. Along with series
production for models of European premium
and volume OEMs, there was first-time supply
of carpet systems, heatshields and hoodliners to
a Korean OEM in Europe. In the USA, Autoneum
shared in the market success of its customers,
for example as evidenced by the fact that almost
all of the 15 best-selling 2015 car models in the
USA were fitted with products from Autoneum.
New launches in China and India strengthened
the market position of Autoneum at US custom-
ers, while sales to Chinese OEMs increased
further through supply of heatshields.
Meanwhile, numerous large orders obtained
in 2015 secure Autoneum’s future sales growth.
These include high-volume orders for carpet
systems from a German premium manufacturer
in Europe as well as orders to supply textile
underbody systems to the US production plants
of German and Japanese customers and to
produce carpet systems, heatshields and
hoodliners for a Swedish OEM as part of its
expansion program in China.
Driving innovation in multifunctional
lightweight components
In the reporting year Autoneum again proved
its innovation leadership in acoustic and thermal
management with forward-looking products.
With Clean-Tuft, the market leader extended its
range of high-quality carpets by offering premi-
um-quality tufted carpets for compact and
mid-class vehicles, too. The innovative Clean-Tuft
technology offers significant added value in
terms of cleanability and durability compared
to the needlepunch carpets commonly found in
these classes of vehicles. With Prime-Light,
an innovative quantum leap in inner dashes and
floor insulators was achieved. Prime-Light
marks the latest advancement of Autoneum’s
successful Ultra-Light technology: Compared to
previous Ultra-Light variants, components made
from Prime-Light are even lighter and can also
be pressed into many different shapes and
thicknesses. Thus they adjust perfectly to the
individual body-in-white shapes and take
account of increasingly complex manufacturing
processes in vehicle construction. Prime-Light-
based inner dashes and floor insulators are made
of thermoplastic cotton felt compounds, and
depending on the specific application may contain
up to 50% recycled materials. Prime-Light
will be produced in series for models of US
OEMs in North America and China as of 2016.
To support OEMs in meeting globally in -
creasing requirements for vehicle emissions and
noise reduction, Autoneum now offers multifunc-
tional engine covers made of Theta-FiberCell.
This key technology takes into account
customer-specific product requirements such
as optimum noise protection and integrated
thermal insulation. Compared to conventional
engine covers made of plastic, Theta-FiberCell
engine covers are lighter by over 50%, which
corresponds to a weight reduction of up to
one kilogram per vehicle. At the same time they
absorb engine noise and thus contribute to
improved acoustics in the passenger compart-
ment, less exterior noise and enhanced
driving comfort. Engine covers currently manu-
factured in Europe will be produced in Asia
and the USA in future as well.
Autoneum Annual Report 2015 Business year at a glance
13
this improves ergonomics for manufacturing
staff, while on the other hand, recycling or reuse
of industrial waste minimizes the environmental
impact of the produced components. In addi-
tion, over 25 flawless new start-ups impressively
demonstrated in 2015 the level of operational
excellence that Autoneum has reached in its
production processes since the separation in
2011. This was only possible due to a consis-
tently implemented focus on process standard-
ization and global best practice sharing. Opera-
tional excellence was also decisive in maintaining
profitability of the only Swiss production site
in Sevelen, which produces predominantly for
the eurozone, despite the abolishment of
the euro/Swiss franc minimum exchange rate in
January 2015 and the currency’s ensuing
strength.
Operational excellence as key success factor
Continuous efficiency improvements are not
only a central pillar of an automotive supplier’s
business model but also represent a decisive
competitive factor. It follows that operational
excellence in all business areas is indispensable.
Autoneum has launched eight “Group Initia-
tives” encompassing various production-related
topics, including recycling, maintenance and
energy management and performs regular
checks on their implementation at every site
worldwide. One of these initiatives to implement
standardized manufacturing processes in all
plants is the Mizusumashi train. A Mizusumashi
train is an electrically driven tugger that ensures
optimal distribution of material on the shop-
floor, to and from workers at their machines, in
alignment with production processes. Applying
this rhythm to the material flow reduces costs
and energy consumption and increases production
safety as well by substituting for forklifts.
Another cost-saving effect is achieved
through the use of exhaust systems for produc-
tion waste, which are being introduced gradually
across all production sites. On the one hand,
Living our values – commitment to
social responsibility
The value-based High Performance Culture
introduced in 2012 is both a framework and
a guideline for the daily actions of our employ-
ees. It is to be exemplified by executives of
the company and adapted accordingly by staff.
At the same time, the strong focus on corporate
values implies particular attention to the needs
of employees. Consequently, based on results
of an employee satisfaction survey first conducted
in 2014, concrete measures were defined and
introduced in 2015. Among them was the
introduction of local “Kaizen” officers to ensure
the systematic collection and implementation of
suggestions for improvement at their respective
14
Autoneum Annual Report 2015 Business year at a glance
Autoneum sites. Within the scope of extending
the company’s training and education program,
executives at more than 20 plants for the
first time received instruction in accordance
with the “Engage Your Team” concept. In order
to ensure full observance of legal and internal
requirements in business transactions,
Autoneum significantly expanded the 2015
course program in the area of compliance, with
mandatory e-learning programs and trainings
being introduced.
Recognizing their social responsibility,
almost all sites ran charitable CSR (Corporate
Social Responsibility) activities in the reporting
year. These included, for example, a golf
tournament held annually at the Autoneum site
in Bloomsburg, Pennsylvania, USA. Around
140 participants brought in more than 55 000
US dollars, which was donated to a charitable
organization. On the occasion of “Breast Cancer
Awareness Month” employees at the British
plants and North American headquarters collected
donations that went to benefit cancer research.
Personnel at the Chinese plant in Guangzhou
organized a charity bazaar, with proceeds going
to support the fire department in Tianjin.
Autoneumfrom A to Z
What does “Operational Excellence” mean?
How do engine encapsulations reduce
vehicle emissions? And how is “Kaizen” implemented?
Discover the world of Autoneum from A to Z!
Autoneumfrom A to Z 16
Customers of Autoneum:
17
A
The automotive industry is a growth
Automotive Industry
industry driven by innovation and one of the most important global economic
sectors. As the leading supplier of acoustic and thermal management solutions
and one of the world’s top 100 suppliers, Autoneum produces components for
almost all automobile manufacturers that make cars quieter, lighter and safer.
Thanks to Autoneum, OEMs offer their customers not only driving comfort but
also a sustainable driving experience.
18
B
Autoneum is divided into four Business
Business Groups
Groups by region: Business Group Europe, Business Group North America, Business
Group Asia and Business Group SAMEA (South America, Middle East and Africa).
Almost 90% of Autoneum’s net sales are currently generated in Europe and North
America. By 2020, the growth markets of Asia and SAMEA will already account for
over 20% of the company’s sales. The decisive factor here is growth with global
and regional customers in Asia – not only in China as the world’s largest automobile
market, but also in Thailand, South Korea and India.
BG Europe
BG North America
BG Asia
BG SAMEA
C
CO2
CO2 emissions of vehicles are subject to increasing global regulation.
For example, automobile manufacturers in the European Union are being required
to reduce the average CO2 emissions of a vehicle from 130 grams at present
to 95 grams per kilometer driven from 2021. The lightweight and aerodynamic
products of Autoneum help to achieve this by reducing vehicle weight and fuel
consumption, which in turn means lower emissions.
19
D
While until now importance was attached primarily to reducing
Decibel
interior vehicle noise, in future the focus will be on reduction of exterior noise.
Currently, light vehicles in the European Union are allowed to be up to 74 decibels
loud – from 2025 onward, the limit will be 68 decibels. This means that four
cars will then only be allowed to make as much noise as a single vehicle today.
In order to achieve this reduction, Autoneum’s long-standing acoustics expertise
is indispensable.
E
EHS – Environment, Health and Safety
Whether on the shopfloor or in the office – safety always comes first at Autoneum.
For this reason, training courses are held each year at all the company’s 50 locations
that address various aspects such as the correct and safe operation of machines
or power-saving work processes. The targeted further training of internal specialists
to conduct these training courses makes a decisive contribution to the high safety
standards at Autoneum.
F
Autoneum uses textile fibers
Fibers
for the manufacture of innovative Prime-Light
inner dashes and floor insulators. Fiber-based
products are particularly light and at the same
time absorb interior and exterior vehicle
noise. Lightweight Prime-Light insulators replace
insulators made of heavy layer foam, thereby
facilitating a weight saving of up to 50%.
22
G
The global
Global Presence
presence of Autoneum is one of the company’s
key success factors. With around 50 locations
in over 20 countries, Autoneum stands for pro-
duction in proximity to the customer and just-
in-time delivery. Whether in the traditional key
markets of Europe, North and South America and
Asia or in growth markets such as Mexico, China
and India – Autoneum is a reliable partner of
automobile manufacturers throughout the world.
Autoneum
Locations
with minority
shareholders
Investments in
associates
Licensees
Argentina
⋅ Córdoba
Belgium
⋅ Genk
Brazil
⋅ Betim
⋅ Gravataí
⋅ São Paulo
⋅ Taubaté
Canada
⋅ London, Ontario
⋅ Tillsonburg,
Ontario
Czech Republic
⋅ Bor
⋅ Choceň
⋅ Hnátnice
France
⋅ Aubergenville
⋅ Blainville
⋅ Lachapelle-aux-Pots
⋅ Moissac
⋅ Ons-en-Bray
China
⋅ Chongqing
⋅ Shanghai
⋅ Shenyang
⋅ Taicang
⋅ Guangzhou
⋅ Tianjin
⋅ Wuhan
⋅ Fuzhou
Germany
⋅ Großostheim
⋅ Munich
⋅ Roßdorf-
Gundernhausen
⋅ Sindelfingen
Great Britain
⋅ Halesowen
⋅ Heckmondwike
⋅ Stoke-on-Trent
India
⋅ Behror
⋅ Chennai
Indonesia
⋅ Jakarta
Italy
⋅ Santhià
Japan
⋅ Aichi
⋅ Higashi Kyushu
⋅ Hiratsuka
⋅ Hiroshima
⋅ Kyushu
⋅ Shizuoka
⋅ Tokyo
23
Malaysia
⋅ Shah Alam
Mexico
⋅ Hermosillo
⋅ Silao
Poland
⋅ Katowice
⋅ Nowogard
Portugal
⋅ Setúbal
Russia
⋅ Ryazan
South Africa
⋅ Rosslyn
⋅ Durban
Taiwan
⋅ Taoyuan
Thailand
⋅ Laem Chabang
⋅ Chonburi
Turkey
⋅ Bursa
South Korea
⋅ Incheon
⋅ Daegu
Spain
⋅ A Rúa
⋅ Valldoreix
Sweden
⋅ Göteborg
Switzerland
⋅ Winterthur (HQ)
⋅ Sevelen
USA
⋅ Aiken, South Carolina
⋅ Bloomsburg, Pennsylvania
⋅ Farmington Hills, Michigan
⋅ Jeffersonville, Indiana
⋅ Oregon-Lallendorf, Ohio
⋅ Oregon-Wynn, Ohio
⋅ Chicago Heights, Illinois
⋅ Jackson, Tennessee
⋅ Monroe, Ohio
⋅ Somerset, Kentucky
⋅ Tinley Park, Illinois
⋅ Valparaiso, Indiana
24
H
High Performance Culture
A motivating company
culture that simultaneously targets employee commitment and satisfaction
makes a significant contribution to long-term business success. Autoneum’s High
Performance Culture is based on specific values and behaviors. The employees
at all locations practice these values in their decisions and actions. This enables
Autoneum to remain loyal to its overarching principles “Delight your customers”,
“Enjoy your work” and “Fight for profits”.
25
I
Innovation Leader
has for decades been a global leader in the development and manufacture
of components and systems for noise and heat protection with its innovative
multifunctional products. Autoneum’s pioneering materials, technologies
and products already offer OEMs today what the vehicle of tomorrow will need.
Thanks to its research expertise, Autoneum
26
J
In addition to its own numerous production facilities,
Joint Venture
Autoneum also successfully participates in joint ventures. Autoneum operates
six joint ventures around the world with its long-standing Japanese partner and
automobile supplier Nittoku for the supply of Japanese OEMs in North America
and Asia. In addition, Autoneum cooperates with local partners in growth markets
such as Turkey, South Africa, Thailand and South Korea, thereby ensuring
optimum global presence as well as further growth.
K
The term “Kaizen” originates from Japanese and means “change
Kaizen
for the better”. Kaizen is based on the principle of continuous progress by means of
a large number of individual measures. In 2015, Autoneum’s employees around
the world submitted more than 10 000 improvement proposals including, among
others, optimization possibilities for production processes.
27
L
Lightweight construction has today become an
Lightweight
indispensable component of automotive development. Autoneum not only has
implemented this trend at an early stage but also played a pioneering role
in shaping it. Thanks to its lightweight products, fuel consumption and vehicle
emissions are reduced – with both automobile manufacturers and consumers
benefiting from this.
28
M
Multifunctional
noise and heat protection. While noise reduction contributes to enhanced
driving comfort and a reduced environmental impact, sensitive components are
simultaneously protected against heat. In addition, the products are recyclable.
One product – multiple benefits!
Autoneum’s products ideally combine vehicle
N
Autoneum’s non-woven carpets contribute
Non-Woven Carpets
to enhanced driving comfort by reducing the level of road noise penetrating
the passenger compartment. Moreover, they are also dirt-resistant, easy to clean
and visually appealing. Non-woven carpets such as Di-Light are largely used in
compact and mid-range cars. For higher vehicle classes, Autoneum additionally
offers multifunctional tufted carpets.
30
O
Operational Excellence
on a daily basis by our global workforce of over 11 000 employees. Whether best
practice sharing, standardization of business and production processes, implementation
of the Autoneum Production System (APS) or general efficiency and productivity
enhancements – operational excellence is pursued throughout Autoneum.
Operational excellence is practiced
P
Profitable Growth
Autoneum focuses constantly on profitable
growth as one of its six strategic priorities. Thanks to the selective acceptance of
orders, operational excellence and the expansion of vertical integration, the
company not only has continuously increased sales since the separation back in
2011, but with an operating margin of 7.6% is also an above-average successful
automotive supplier.
Q
Quality orientation is the prerequisite for business success – this
Quality
particularly also applies to automotive suppliers as their components must satisfy
the highest quality requirements of vehicle manufacturers. The quality of parts and
systems is measured in “parts per million” (ppm). “Ppm” refers to the number of faulty
parts (error rates) in component production. This means that out of a million produced
parts only a given very small number may be defective.
31
R
Autoneum keeps the environmental impact of its products
Recycling
as low as possible. To this end, the company focuses on production processes
that facilitate a more efficient processing of the deployed raw materials and return
production waste to the manufacturing cycle. At the same time, the application
of reusable basic materials contributes to making a large share of the end products
recyclable.
S
In order to support customers in the design phase of
Simulation
new models and in the further development of existing vehicles, Autoneum
makes use of self-developed simulation software programs. This software serves
to optimize the NVH (noise, vibration, harshness) performance of vehicles.
The products and systems developed on the basis of these simulations are tested
by means of specially designed measurement systems.
34
T
Theta-FiberCell
a key technology for engine encapsulations. Engine encapsulations keep the
engine warm over a longer period. This means less fuel consumption and therefore
lower CO2 emissions at the next cold start. The fiber-foam combination withstands
temperatures of up to 200°C and reduces engine noise.
With Theta-FiberCell, Autoneum has developed
35
U
Underbody systems reduce the drag
Underbody Systems
of cars, thereby enhancing their aerodynamics. Autoneum’s Ultra-Silent underbody
shields consist of textile fibers and offer various benefits compared with conven-
tional underbody components made of plastic. They weigh only half as much
as plastic parts and offer optimum stone chip protection. In addition, as a textile
material Ultra-Silent absorbs interior and exterior vehicle noise much more
effectively than hard plastic.
36
Vertical Integration
as implemented in the
Injection-Fiber-Process (IFP-R2)
1 Bale opener
2 IFP-R2 tower
3 IFP-R2 fiber cake
4 Molding
5 Cutting
6 Recycling
5
4
6
37
3
2
V
1
Vertical Integration
is the expansion of vertical integration. Specifically, this means to increase the
vertical range of manufacture by enhancing the in-house production of basic materials.
This enables the entire potential of the value chain – from the basic materials to
the final component – to be optimally utilized.
An important success factor for Autoneum
W
Winterthur
and the research center are located in Winterthur, Switzerland,
in the canton of Zurich.
Autoneum’s corporate headquarters
40
X
With the separation and the going public of Autoneum, the year
MM X I
2011 marks the starting point of the market leader’s growth path. Since then the
company has consistently implemented its guiding principle of “continuous
improvement”, enhanced its global presence, acquired new customers and in doing
so multiplied its profitability.
Y
The Yuan, officially also called renminbi, is the currency of world’s
Yuan
largest automobile market: Over 23 million light vehicles were produced
in China in 2015, and an increase to 30 million vehicles is forecast by 2020.
Autoneum has therefore expanded its presence in this Asian growth market
in recent years and today operates five production facilities in China.
Z
Mi z usumashi
The Japanese
term “Mizusumashi” means “water strider”.
In a similar way as the water strider insect glides
over the water’s surface, Mizusumashi trains
move just as quickly and silently through the
production facilities. These tugger trains ensure
the continuous supply of shopfloor workers
with materials and parts at their workstations.
Compared with forklifts, Mizusumashi trains
increase the cycle times of the material flow and
facilitate more efficient and safer production.
42
Autoneum Annual Report 2015 Sustainability
Sustainable action for
long-term success
Entrepreneurial activity significantly impacts developments in society.
With its comprehensive sustainability management, Autoneum
contributes to shaping society sustainably while ensuring long-term
corporate success at the same time. Ecological, economic and social
aspects are all integral to corporate development.
Autoneum pursues the principle of responsible
action consistently and across all its sites.
Prudent management of employees and open
dialogue with the public is just as much
part of it as the careful use of natural resources.
Accordingly, the company strives to minimize
the environmental impact of its manufacturing
processes. So in 2015, Autoneum implemented
production-related measures to increase
efficiency worldwide, in particular through
cutting down consumption of energy and water
as well as reducing waste. Thus, various sites
of all four Business Groups increased the reuse
of internal production scrap from the manu-
facture of damping materials and pieces of felt.
In addition, heavy foam production waste
from European plants has been centrally recycled
in Roßdorf-Gundernhausen, Germany, since 2015.
For long-term reductions in energy consumption,
systems for monitoring and analyzing electri-
city consumption have been installed at several
production sites in China. Improvements at
the Chongqing plant alone led to a 10% decrease
in consumption. Adjustments to production
processes and equipment in Poland, Canada,
China and the USA resulted in less water being
consumed.
Eco-efficient products
In addition to Autoneum’s resource-saving
production processes, its products also contribute
to the sustainable protection of the environment:
On the one hand, their lightweight construction
reduces vehicle weight, resulting in lower
fuel consumption and correspondingly lower CO2
emissions. On the other hand, they reduce the
Autoneum Annual Report 2015 Sustainability
43
environmental impact of traffic by lessening
the interior and exterior noise of vehicles. So for
example, textile underbody shields made of
Ultra-Silent decrease interior noise by up to two
decibels and exterior noise by up to one decibel.
Autoneum is the market leader for
lightweight underbody systems; its Ultra-Silent
fiber technology was developed with this specific
approach in mind. In the past, this technology
has been available only in Europe. In the
reporting year Autoneum introduced Ultra-Silent
in the North American market, responding to
big demand from international OEMs. Its launch
in China is planned for 2017.
Focus on occupational safety
The eco-efficiency of production sites is evaluated
on a monthly basis according to specific indica-
tors (KPIs). This data is also used to document
compliance with customers’ sustainability
requirements. Social criteria are recorded as
well, including KPIs that quantify the level
of occupational safety. Autoneum aims to ensure
the best possible safety conditions at all sites
and constantly strives to prevent accidents at
the workplace.
Numerous training courses and audits ensured
that further extensions to the company’s
environmental, health and safety management
system, which were defined and implemen-
ted at all production sites in 2014, were indeed
applied according to specifications.
Intensified knowledge management
In line with its value of “continuous improve-
ment”, in all areas of business Autoneum strives
to further expand innovation leadership in the
field of vehicle acoustics and thermal manage-
ment. This calls for knowledge management
within the company, an important part of this
being regular transfer of know-how between
specialists at different locations on specific
products, technologies and production processes.
In order to intensify this structured exchange
of experience, existing expert networks
dedicated to products such as tufted carpets
and heatshields were augmented in 2015
by some expert networks focused on production
processes. In these global committees, experts
in the fields of research & development, techno-
logy and manufacturing discuss the latest
in-house research findings, develop optimized
production flows and evaluate global trends
as they relate to the respective expert networks.
In 2015, Autoneum implemented worldwide measures
to increase efficiency and hence
reduce consumption of energy and water.
44
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 Asso -
ciation1, 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.
capitalization as of December 31, 2015, was
CHF 938.1 million.
Autoneum Group consists of the four
Business Groups Europe, North America, Asia,
and SAMEA (South America, Middle East and
Africa), the Corporate Finance department and
those cross functions that report directly to
the CEO. It includes all companies controlled by
Autoneum Holding Ltd.
Unless stated otherwise, the data pertain
Within the framework of internal regula-
to December 31, 2015. 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
1 www.autoneum.com/investor-relations/corporate-governance/
2 www.autoneum.com/about-autoneum/
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 Regulations2 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 pages 78–80.
The Corporate Finance department and
those cross functions that report directly to
the CEO support the CEO, the Business Group
Autoneum Annual Report 2015 Corporate Governance
45
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. Subsidiary
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.
ment organization of the Autoneum Group is
independent of the legal structure of the Group
and the individual companies.
Significant shareholders
As of December 31, 2015, Autoneum was
aware of the following shareholders with 3%
or more of all voting rights in the company:
· Artemis Beteiligungen I Ltd; Centinox Holding
Ltd; Michael Pieper, Hergiswil, Switzerland
· PCS Holding Ltd, Warth-Weiningen; Peter
Spuhler, Weiningen, Switzerland
Companies with participation of further
· Norges Bank (The Central Bank of Norway),
shareholders are principally managed as
described above and according to the respective
agreements.
40 companies worldwide belonged to the
Autoneum Group as of December 31, 2015.
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-
Oslo, Norway
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-
Organization
As per December 31, 2015
Autoneum
Holding Ltd
Board of Directors
Autoneum
Group
Martin Hirzel
CEO
Corporate Finance
Dr Martin Zwyssig
CFO
Business Group
Europe
Matthias Holzammer
Business Group
North America
John T. Lenga
(as of March 1, 2015)
Business Group
Asia
Dr Uwe Trautmann
(until February 29, 2016)
Business Group
SAMEA
Volker Eimertenbrink
(until December 31, 2015)
Autoneum Annual Report 2015 Corporate Governance
46
regulation.com/en/home/publications/significant-
shareholders.html, where also further details
can be found.
As of December 31, 2015, Autoneum
Holding Ltd held 0.8% of the share capital
(37 612 shares).
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, 2015, the share capital of
Autoneum Holding Ltd totaled CHF 233 618.15.
This was divided into 4 672 363 fully paid up
registered shares with a par value of CHF 0.05
each. The shares are listed on the SIX
Swiss 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 CHF 0.05 each in an amount
not to exceed CHF 35 000 through the voluntary
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 com-
panies 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 other financial instru-
ments with which conversion rights and/or
3 www.autoneum.com/investor-relations/corporate-governance/
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
through the voluntary or mandatory exercise of
conversion rights and/or warrants as well as
each subsequent transfer of shares are subject
to the restrictions in §4 of the Articles of
Association3.
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 investors. If
the advance subscription rights are restricted or
excluded by the Board of Directors, the follow-
ing 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 instru-
ment. 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 respec-
tive issuance. The issuance of the new shares
upon voluntary or mandatory exercise of conver-
sion rights and/or warrants shall be made at
conditions taking into account the market price
of the shares and/or compara ble 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 maxi-
mum of CHF 12 500 through the issuance of
up to 250 000 fully paid up registered shares
Autoneum Annual Report 2015 Corporate Governance
47
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 CHF 0.05 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
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 applications
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 informa-
tion with retroactive effect as of the date of
registration. The relevant shareholder or nominee
must be informed immediately of the cancella-
tion. The Board of Directors regulates the details
There have been
no changes to the share
capital of Autoneum
Holding Ltd since the
company’s founding
on December 2, 2010.
with a par value of CHF 0.05 each to employees
of the company or one of its Group companies.
The preemptive rights of the shareholders shall
be excluded in connection with the issuance of
convertible or warrant-bearing bonds or similar
financial instruments. 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 Association4.
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 subsequent transfer of these
shares, is subject to the limitations set forth in
§4 of the Articles of Association4.
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 contingent
share capital of CHF 35 000 (see page 46)
and a contingent share capital of CHF 12 500
(see pages 46 and 47). The authorized share
capital of CHF 47 500 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
4 www.autoneum.com/investor-relations/corporate-governance/
Autoneum Annual Report 2015 Corporate Governance 48
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 concerning
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 Ltd.
Book-entry securities with underlying shares
of the company may not be transferred by way of
assignment. Security interests for these
book-entry securities cannot be 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 individual share
certificates or global share certificates.
Shareholders are not entitled to have shares
issued in one particular form transformed 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 Association5, 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,
5 www.autoneum.com/investor-relations/corporate-governance/
6 www.autoneum.com/about-autoneum/
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 sharehol-
ders. 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.
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 Association5 and
Organizational Regulations6.
Board membership
Pursuant to the Articles of Association5,
the Board of Directors of Autoneum Holding Ltd
consists of no less than three and no more
than nine members. As of December 31, 2015,
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, and none of the members
has exercised any operational activities for
Autoneum in the three financial years preced-
Autoneum Annual Report 2015 Corporate Governance
49
ing the reporting period. The members of
the Board of Directors and the companies repre-
sented by them do not have any significant
business relationships with companies of the
Autoneum Group (but see page 100).
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
experience and specialist knowledge into account.
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; (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
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 persons who have been entrusted with the
business management.
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 Association7 and the
Organizational Regulations8. It prepares the
Annual General Meeting and makes the neces-
sary 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,
consolidated financial statements and
Remuneration report;
retire at the Annual General Meeting following
their 70th birthday, although the Board of
Directors can lift the age limit in individual
· principles of financial and investment policy,
personnel and social policy, management and
communications;
7 www.autoneum.com/investor-relations/corporate-governance/
8 www.autoneum.com/about-autoneum/
Autoneum Annual Report 2015 Corporate Governance 5050
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
member since 2011 . Educational and
professional background Lic. oec.
HSG; owner and CEO of Artemis Holding
Ltd . Other activities and interests
Member of the Board of Directors of
various Artemis and Franke subsidiaries
worldwide; Board member, Berenberg
Bank (Switzerland) Ltd, Zurich; Hero
Ltd, Lenzburg; Forbo Holding Ltd, Baar;
Adval Tech Holding Ltd, Niederwangen;
Rieter Holding Ltd, Winterthur; AFG
Arbonia-Forster-Holding Ltd, Arbon .
Non-executive
First elected to the Board Board
member and Chairman since 2011
Educational and professional
background Lic. iur. HSG, lawyer;
Chairman of the Board of Directors of
the legal practice of Staiger, Schwald
& Partner Ltd, Zurich . Other activities
and interests Chairman of the Board
of Directors of Ruag Holding Ltd, Bern;
Vice Chairman of the Board of
Directors, Stadler Rail Ltd, 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
background Dipl. Wirtsch.-Ing.
University of Karlsruhe; from 1984 to
1997 various positions at the Daimler
Group, including 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 Internatio-
nal; from 2011 to 2014 Chief Operating
Officer and President Seating
Components, Johnson Controls Inc.;
from 2014 to 2015 CEO of MAG Group.
Other activities and interests Member
of the Board of Directors of Dometic
Group Ltd, member of the Board of
Directors of a privately held company.
Committees Chairman of the Audit
Committee; Member of the Strategy
Committee . Non-executive
Autoneum Annual Report 2015 Corporate Governance
51
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 2014 Executive
Chairman of the Board of Directors
of Forbo Group . Other activities and
interests Board member, Galenica SA,
Bern; 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
Ltd, Bussnang . Other activities and
interests Chairman of the Board,
Stadler Rail Ltd, 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 Ltd, Zurich; Allreal
Holding Ltd, Baar; Rieter Holding Ltd,
Winterthur; DSH Holding Ltd, Warth-
Weiningen; Wohnpark Promenade
Ltd, Frauenfeld; Vice Chairman of ZLE
Betriebs Ltd, Zurich . 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 Ltd and CEO of
GF Automotive; since 2009 owner and
founder of Stutz Improvement Ltd .
Other activities and interests Member
of the Advisory Board of Halder
Be teiligungsgesellschaft GmbH,
Frankfurt; member of the Board of
Directors or Advisory Board of other
joint stock companies . Committees
Member of the Audit, the Strategy,
the Compensa tion and the Nomination
Committee . Non-executive
Autoneum Annual Report 2015 Corporate Governance 52
· signature regulations and allocation
of authority of Autoneum Holding Ltd;
· principles of internal auditing;
· decisions on investment projects involving
expenditure in excess of CHF 10 million;
· issuance of bonds and other significant
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
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.
Once a year the Board
of Directors carries
out a self-assessment.
In 2015, 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 93%. 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.
Once a year the Board of Directors reviews
its performance, internal working methods and
cooperation with the Group Executive Board. This
takes the 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.
Should there be a conflict of interest in the
course of making decisions on business matters
and items on the agenda, the respective 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 Nomina-
tion and a Strategy Committee from among its
members in order to assist it in its duties.
The committees are fundamentally advisory and
preparatory 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
responsibilities. The members of the Compensa-
tion 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 committees meet
regularly and are required to prepare minutes
of their meetings and recommendations for
perusal at the regular meetings of the Board of
Directors.
Autoneum Annual Report 2015 Corporate Governance 53
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
principles for the remuneration of members of
the Board of Directors, the Group Executive
Board and senior management within the
Autoneum Group, in particular bonus programs
and share allocation plans (LTI), as well as
the Remuneration report and the proposals con-
cerning 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
share holders 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 Execu-
tive 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 development plans.
The members of the Compensation and the
Nomination Committee held four regular
meetings in 2015. Each meeting lasted one to
four hours. All committee 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 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 2015 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 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:
· elaborating principles for external and internal
audits for submission to the Board of Directors,
and providing information on their implemen-
tation;
· 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
Conduct9.
The Audit Committee met for two regular meet-
ings in 2015. 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.
9 www.autoneum.com/about-autoneum/
Autoneum Annual Report 2015 Corporate Governance
54
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
short- and long- term strategic orientation, in
particular with regard to markets, customers,
competitors, products and technologies; as well
as support of strategically important projects.
The Strategy Committee met in 2015 for
one regular meeting and a two-day strategy
workshop with the entire Group Executive
Board. The regular meeting lasted four hours. All
committee members attended the meeting, in
the strategy workshop one member could not
participate.
The Strategy Committee
met in 2015 for one
regular meeting 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 Regulations10, while details of
the tasks reserved for the Board of Directors
can be found on pages 49–52 (“Internal
Organization”). The cooperation between the
Board of Directors, the CEO and the Business
Groups is stipulated in the Group’s Organizational
10 www.autoneum.com/about-autoneum/
Regulations10, 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 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 Regulations10, 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 identifi-
Autoneum Annual Report 2015 Corporate Governance 55
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 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 adminis trative
body of a legal entity that is required to be regis-
tered 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 remu-
neration and equity participation programs as
well as information on the remuneration, share-
holdings and loans of the Board of Directors
and the Group Executive Board can be found
in the Remuneration report on page 104.
cation, 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.
The members of the Audit Committee, the
CEO, the CFO and appointed members of the
management receive the internal audit reports.
Internal audit conducted twelve regular audits
in 2015. The results were discussed in detail with
the Business Groups and the companies con-
cerned, 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, 2015: the CEO, the CFO
and the four Business Group Heads. For addi-
tional information about the Group Executive
Board members please refer to pages 56 and 57.
Permissible activities outside the
Autoneum Group
According to §20 of the Articles of Association11,
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 which are to be
approved by the Board of Directors prior to
the acceptance. 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
11 www.autoneum.com/investor-relations/corporate-governance/
Autoneum Annual Report 2015 Corporate Governance
56
Group Executive Board
Martin Hirzel (1970)
Chief Executive Officer (CEO)
Swiss national
Dr Martin Zwyssig (1965)
Chief Financial Officer (CFO)
Swiss national
Dr Uwe Trautmann (1957)
Head Business Group Asia*
German national
Member of the Group Executive
Board since 2011 . Educational and
professional background Degree in
business administration (HWV); Gen -
eral Management Program at Harvard
Business School; from 1989 to 1994
Business Unit Controller of IBM
(Switzerland) Ltd; from 1997 to 1999
Chief Controller International of Divi-
sion Textile Systems for Rieter Holding
Ltd; from 2000 to 2007 General
Manager China of Rieter Holding Ltd;
from 2007 to 2011 Head Business
Group SAMEA, member of the Executive
Committee of the Division Automo-
tive Systems of Rieter Holding Ltd; in
the current function since 2011 .
Member of the Group Executive Board
since 2014 . Educational and profes-
sional background Master in Accounting
and Finance, Dr oec. HSG, University of
St. Gallen; from 1995 to 1997 Controller
Swiss Bank Corporation; from 1997
to 2001 Divisional Controller Sarna
Kunststoff Holding Ltd; from 2001 to
2002 Senior Vice President Finance &
Controlling EMS-TOGO Group; from
2003 to 2008 Group CFO Schaffner
Holding Ltd; from 2008 to 2013 Group
CFO Ascom Holding Ltd; in the current
function since 2014 . Other activities
and interests Member of the Board of
Directors of Belimo Holding Ltd, Hinwil .
Member of the Group Executive Board
since 2011 . Educational and profes-
sional background Degree in mechanical
engineering, Dr oec. Technische Hoch-
schule Zwickau; from 1992 to 1997
responsible for the regional operations
of the German company Aesculap Ltd
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 com-
pany KGaA Hella & Co. in Shanghai; from
2007 to 2011 Head Business Group
Asia, member of the Executive Commit-
tee of the Division Automotive Systems
of Rieter Holding Ltd; in the current
function since 2011 .
*until February 29, 2016
Autoneum Annual Report 2015 Corporate Governance 57
Volker Eimertenbrink (1959)
Head Business Group SAMEA
German national
Matthias Holzammer (1965)
Head Business Group Europe
German national
John T. Lenga (1970)
Head Business Group North
America* . US national
Member of the Group Executive
Board since 2012 . Educational and
professional background Degree
in business engineering; from 1985 to
1995 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 control-
ling and engineering; from 2008 to 2011
CFO Automotive Systems Division of
Rieter Holding Ltd; from 2011 to 2012
Head Corporate Controlling and Deputy
CFO of Autoneum Management Ltd;
in the function as Head Business Group
SAMEA from 2012 to December 31, 2015 .
Member of the Group Executive
Board since 2012 . Educational and
professional background Degree
in business engineering; from 1993 to
2009 leading functions in opera-
tions, plant management and general
management at Brose Fahrzeugteile
GmbH & Co. KG, Faurecia Sitztechnik
GmbH & Co. KG and at Beru Ltd;
from 2009 to 2011 Managing Director
Production for Keiper GmbH & Co. KG
(later Johnson Controls), last assignment
as General Manager of the Product
Business Unit “Metal Region Europe”;
in the current function since 2012 .
Member of the Group Executive Board
since 2015 . Educational and profes-
sional background Master in Arts from
Bowling Green State University, USA;
from 1994 to 1997 Financial Analyst
with Ford Motor Company; from 1997
to 1999 Principal Business Analyst to the
CEO for Little Caesar’s Enterprises;
from 1999 to 2003 Financial Planning
and Operational Analysis Leader US/
Canada for the US company Tower Auto-
motive; from 2003 to 2005 Director
of Financial Planning and Operational
Analysis and from 2005 to 2007 Busi-
ness Group Controller of Business Group
North America for Rieter Holding Ltd;
from 2007 to 2015 Chief Financial Officer
Business Group North America of Rieter
Holding Ltd/Autoneum Holding Ltd; in
the current function since 2015 .
*as of March 1, 2015
Autoneum Annual Report 2015 Corporate Governance 58
6 Shareholders’ participatory rights
Voting restrictions
Autoneum Holding Ltd imposes no voting
restrictions.
Autoneum Holding Ltd
imposes no
voting restrictions.
Statutory quorum
General Meetings of Shareholders adopt reso-
lutions with the absolute majority of represented
voting shares unless the law or Articles of
Association12 stipulate otherwise. Remuneration
is approved with the majority of votes cast
regardless of potential abstentions.
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
Association12. Pursuant to §9 of the Articles
of Association12, 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 Gen-
eral Meetings personally can arrange to be
represented by another shareholder by written
power of attorney or by the independent vot-
ing proxy by issuing written power of attorney and
instructions pursuant to the signed registration
form or electronically via the platform at
https://autoneum.shapp.ch. The independent
voting proxy is elected annually by the Annual
12 www.autoneum.com/investor-relations/corporate-governance/
General Meeting. Lic. iur. Ulrich B. Mayer,
Attorney-at-Law, shall hold office as independent
voting proxy until the closure of the 2016
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.
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 share-
holder or a group of shareholders acting in
concert who hold more than 33% 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.
Autoneum Annual Report 2015 Corporate Governance
59
annually, and discusses auditing results with the
external auditors in each case.
9 Information policy
Autoneum maintains regular, open communica-
tion 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 analysts conference each year.
Reporting on the financial year 2015
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 Gener-
al 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.
Audit fees and additional fees
KPMG and other auditors charged Autoneum
Holding Ltd approximately CHF 1.1 million in
the financial year 2015 for services in connec-
tion with auditing the annual financial state-
ments of the Group companies, the consolidated
Autoneum Group accounts and the Remunera-
tion report. KPMG and other auditors also charged
Autoneum approximately CHF 0.5 million for
additional services in the year under review,
mainly for tax advisory services.
Information instruments of the
external auditors
The external auditor informs the Audit Com-
mittee in writing and verbally at every meeting
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 performance,
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 Com-
mittee reviews the scope of external auditing,
the auditing plans and relevant procedures
Autoneum Annual Report 2015 Corporate Governance
60
Sources of information
Autoneum provides extensive information to
all interested parties. This is available online
via the following links:
· Articles of Association Autoneum Holding Ltd:
www.autoneum.com/investor-relations/
corporate-governance
· Organizational Regulations:
www.autoneum.com/about-autoneum
· Order of Annual Reports
(printed version): 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/media/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, financial ana-
lysts and representatives of the media at corre-
sponding events.
Should shareholders and other inter-
ested parties wish to automatically receive
the media releases, they may register at
www.autoneum.com/media/subscription/.
Autoneum Annual Report 2015 Corporate Governance
Autoneum Financial Report 2015 Contents
61
Financial report
62 Consolidated financial statements
104 Remuneration report
109 Financial statements
of Autoneum Holding Ltd
119 Review 2011–2015
62
Consolidated income statement
CHF million
Net sales
Material expenses
Employee expenses
Other expenses
Other income
Earnings before interest, taxes, depreciation
and amortization (EBITDA)
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
100.0%
47.8%
26.1%
17.6%
0.7%
9.2%
3.1%
6.1%
5.2%
3.3%
Notes
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(15)
(11)
(12)
(12)
2015
2 085.9
–998.1
–545.2
–366.6
15.5
191.5
–65.1
126.5
0.9
–20.2
1.9
109.2
–40.5
68.7
42.2
26.5
9.12
9.10
Consolidated statement of comprehensive income
CHF million
Net profit
Currency translation adjustment
Changes in fair value of fin. instruments available for sale
Income taxes
Total items that will be reclassified to income statement
Remeasurement of defined benefit pension plans
Income taxes
Total items that will not be reclassified to income statement
Other comprehensive income
Total comprehensive income
Attributable
to shareholders of Autoneum Holding Ltd
to non-controlling interests
The accompanying notes on pages 66–102 are part of the consolidated financial statements.
2015
68.7
–30.6
5.2
-
–25.4
–3.5
0.7
–2.8
–28.3
40.4
16.0
24.4
100.0%
49.3%
25.6%
15.6%
0.8%
10.3%
3.4%
6.9%
6.1%
5.3%
2014
1 954.7
–964.5
–499.8
–305.3
16.5
201.6
–66.5
135.1
1.0
–16.4
0.4
120.1
–17.3
102.8
78.9
23.9
17.03
16.97
2014
102.8
18.6
2.8
-
21.4
–18.8
5.3
–13.5
8.0
110.8
79.5
31.4
Autoneum Financial Report 2015 Consolidated financial statements Consolidated balance sheet
CHF million
Assets
Tangible assets
Intangible assets
Investments in associated companies
Financial assets
Deferred income tax assets
Employee benefit assets
Other assets
Non-current assets
Inventories
Trade receivables
Current income tax receivables
Other assets
Financial assets
Cash and cash equivalents
Assets of disposal group classified as held for sale
Current assets
Assets
Shareholders’ equity and liabilities
Equity attributable to shareholders of Autoneum Holding Ltd
Equity attributable to non-controlling interests
Total shareholders’ equity
Borrowings
Deferred income tax liabilities
Employee benefit liabilities
Provisions
Other liabilities
Non-current liabilities
Borrowings
Current income tax liabilities
Provisions
Trade payables
Other liabilities
Liabilities of disposal group classified as held for sale
Current liabilities
Liabilities
63
Notes
31.12.2015
31.12.2014
(13)
(14)
(15)
(16)
(11)
(25)
(17)
(18)
(19)
(17)
(16)
(20)
(21)
(22)
(23)
(24)
(11)
(25)
(26)
(27)
(24)
(26)
(27)
(21)
433.5
409.6
9.8
8.3
35.3
31.7
1.0
33.7
553.6
130.9
254.9
7.4
77.4
0.8
78.7
11.0
10.0
6.4
31.2
32.0
6.2
40.9
536.2
130.5
220.3
4.7
65.9
0.9
140.9
-
561.1
1 114.7
563.0
1 099.3
301.3
96.2
397.5
170.9
10.8
28.8
54.4
19.9
284.8
14.0
10.0
14.8
243.3
148.1
2.2
432.3
717.1
303.5
89.0
392.5
175.3
9.9
31.7
42.8
17.1
276.8
20.4
8.5
11.7
250.4
139.0
-
430.0
706.8
Shareholders’ equity and liabilities
1 114.7
1 099.3
The accompanying notes on pages 66–102 are part of the consolidated financial statements.
Autoneum Financial Report 2015 Consolidated financial statements 64
Consolidated statement of changes in equity
Attributable to the shareholders of Autoneum Holding Ltd
CHF million
At December 31, 2013
Net profit
Other comprehensive income
Total comprehensive income
Capital increase
Dividends paid1
Purchase of treasury shares
Share-based remuneration
Total transactions with owners
At December 31, 2014
Net profit
Other comprehensive income
Total comprehensive income
Capital increase
Dividends paid1
Purchase of treasury shares
Share-based remuneration
Total transactions with owners
Share
capital
Treasury
shares
Capital
reserves
0.2
-
–2.3
-
244.4
-
-
-
-
-
-
-
-
0.2
-
-
-
-
-
-
-
-
-
-
-
-
–4.7
0.9
–3.7
–6.1
-
-
-
-
-
–0.1
1.9
1.7
-
-
-
–6.0
-
-
–6.0
238.3
-
-
-
-
–20.8
-
-
–20.8
Available
for sale
reserves
Retained
earnings
2.5
-
2.8
2.8
-
-
-
-
-
5.3
-
5.2
5.2
-
-
-
-
-
1.8
78.9
–13.4
65.5
-
-
-
0.9
0.9
68.2
42.2
–2.8
39.4
-
-
-
0.9
0.9
Currency
transl.
adjustm.
–13.7
-
11.2
11.2
-
-
-
-
-
Total
232.9
78.9
0.6
79.5
-
–6.0
–4.7
1.9
–8.9
–2.5
-
303.5
42.2
–28.5
–26.2
–28.5
-
16.0
-
Attributable
to non-
controlling
interests
69.1
23.9
7.5
31.4
4.8
Total
equity
302.0
102.8
8.0
110.8
4.8
–16.3
–22.3
-
-
–4.7
1.9
–11.5
–20.4
89.0
26.5
–2.1
24.4
0.1
392.5
68.7
–28.3
40.4
0.1
-
-
-
-
–20.8
–17.3
–38.1
–0.1
2.8
-
-
–0.1
2.8
–18.2
–17.2
–35.4
At December 31, 2015
0.2
–4.3
217.5
10.5
108.5
–31.1
301.3
96.2
397.5
1 Autoneum Holding Ltd paid a dividend of CHF 4.50 per share in 2015 (2014: CHF 1.30) as approved by the Annual General Meeting.
The accompanying notes on pages 66–102 are part of the consolidated financial statements.
Autoneum Financial Report 2015 Consolidated financial statements
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes
(9)
(10)
(11)
(8)
(15)
(3)
(13)
(14)
(3)
(15)
CHF million
Net profit
Dividend income
Interest income
Interest expenses
Income tax expenses
Depreciation and amortization
Share of profit of associated companies
Other non-cash income and expenses
Change in net working capital
Change in post-employment benefit assets and liabilities
Change in non-current provisions
Change in operating receivables within other non-current assets
Change in operating liabilities within other non-current liabilities
Gain from disposal of subsidiary or business
Dividends received
Interest received
Interest paid
Income taxes paid
Cash flows from operating activities
Investments in tangible assets
Investments in intangible assets
Investments in non-current financial assets
Proceeds from disposal of tangible assets
Proceeds from disposal of subsidiary or business, net of cash disposed of
Investments in associated companies
Investments in non-consolidated companies
Investments in current financial assets
Proceeds from sale of current financial assets
Cash flows used in investing activities
Dividends paid to shareholders of Autoneum Holding Ltd
Dividends paid to non-controlling interests
Proceeds from capital increase
Purchase of treasury shares
Proceeds from borrowings
Repayment of borrowings
Repayment of subordinated shareholder loans
Cash flows used in financing activities
Currency translation adjustment
Change in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
(20)
The accompanying notes on pages 66–102 are part of the consolidated financial statements.
2015
68.7
–0.1
–0.7
12.3
40.5
65.1
–1.9
3.6
–48.7
–0.1
11.2
4.3
3.1
-
0.1
0.7
–12.0
–34.4
111.7
–119.1
–1.5
–1.5
0.8
–0.5
–0.5
–0.7
-
-
–123.1
–20.8
–17.3
0.1
–0.1
10.7
–16.0
-
–43.5
–7.3
–62.2
140.9
78.7
65
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
48.5
–16.3
–25.0
–15.0
8.5
22.9
117.9
140.9
Autoneum Financial Report 2015 Consolidated financial statements
66
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: CH0127480363) since
May 13, 2011. Autoneum Holding Ltd together
with its subsidiaries will henceforth be referred
to as “Autoneum Group”, “Group” or “Autoneum”.
A list of subsidiaries and associated companies
of Autoneum Group can be found in note 36
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 Direc-
tors on March 2, 2016, and are subject to ap-
proval by the Annual General Meeting of share-
holders on March 30, 2016.
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 revenue
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 have
changed. The estimates, assumptions and judg-
ments relate primar ily to the areas of impair-
ment, 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
consumption of the corresponding item are
considered. The valuation adjustments for inven-
tories 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 an
adjustment of the book value accordingly.
For defined benefit plans, actuarial valua-
tions are done regularly, which are the basis for
the employee benefit assets and liabilities in
the balance sheet. These calculations are based
on statistical and actuarial assumptions. In
particular the present value of the defined bene-
fit obligation is affected by assumptions such
as discount rate, expected future salary growth
and the life expectancy. 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 signifi cantly from actual results. These
deviations can ultimately have an effect on the
Autoneum Financial Report 2015 Consolidated financial statements 67
employee benefit assets or liabilities in future
periods.
In the course of the ordinary operating
activities of Autoneum Group, obligations from
guarantee and warranty, litigation and tax
risk, and environmental risk can arise. Provisions
for these obligations are measured on the basis
of estimated future cash outflow. The outcome of
these business transactions may result in claims
against Autoneum that may be below or above
the related provisions. Provisions for obligations
from guarantee and warranty 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 and tax risk comprise complex
cases that include material uncertainties. Environ-
mental provisions are recognized for the expec-
ted costs for the cleanup and reconstruction of
contaminated sites that are interdependent
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 income tax expenses. To
determine whether a deferred income tax asset
on tax loss carryforwards may be recognized
requires judgment in assessing whether there will
be future taxable profits against which these
tax loss carryforwards 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 23, p. 91), based on specific
rights allocated. Facts and circumstances
indicating that Autoneum controls an entity may
change and lead to a reassessment of the man-
agement’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
in note 36 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
functional 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
Autoneum Financial Report 2015 Consolidated financial statements 68
transaction. Foreign exchange gains and losses
resulting from the settlement of such transactions
and from the translation at year-end exchange
rates of monetary assets and liabilities de nomi-
nated 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 a disposal of
a foreign operation, transferred to the income
statement as part of the gain or loss from disposal.
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
Components of certain assets with different
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. The residual
values and useful lives of tangible assets are
reviewed, and adjusted if appropriate, at each
balance sheet date.
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 obli-
gations, excluding finance charges, are included
in borrowings. 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. The residual values and useful
lives of intangible assets are reviewed, and
adjusted if appropriate, at each balance sheet
date. Autoneum has neither in the current
reporting period nor in the prior period intangible
assets that have an indefinite useful life
recorded in the balance sheet. Autoneum has no
goodwill capitalized in the balance sheet.
Impairment of assets
Tan gible assets and intangible assets are tested
for impairment if there are indications that,
due to changed circumstances, their carrying
value may no longer be fully recoverable. 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, dis-
counted to their present value using a pre-tax
discount rate that reflects current market assess-
ments of the time value of money and the risks
specific to the asset. If the recoverable amount
is below the carrying amount, a corresponding
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
Autoneum Financial Report 2015 Consolidated financial statements 69
asset, estimates of the expected future cash
flows from both usage and disposal are made.
Research and development
Research costs are recognized in the income
statement when incurred. Development costs for
major projects are capitalized as intangible
assets if the cost can be measured reliably, if it
can be demonstrated that the project is tech-
nically feasible and is expected to generate future
economic benefits and if Autoneum plans to
provide sufficient resources in order to complete
the development and to use or sell the intan-
gible asset.
Financial instruments
All financial assets not carried at fair value
through profit or loss are initially recognized at
fair value plus transaction costs. 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. 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. For sub-
sequent valuation, changes in fair value are
recognized in the income statement. Derivative
financial instruments with positive replacement
value and marketable securities are assigned to
this category.
Loans and receivables are non-derivative
presented as non-current assets. Subsequently,
they are valued at amortized cost less impair-
ment losses.
Available-for-sale financial assets are
non-derivative financial assets that are either
classified as such or not assigned to any of the
above categories. They are measured at market
value as of the balance sheet date. Changes
in the value are recorded in other comprehensive
income prior to sale, and reclassified to income
statement when they are sold. Any impairment
is charged to the income statement immedi-
ately. They are included in non-current assets
unless management intends the disposal
within twelve months after balance sheet date.
Autoneum has no financial instruments
that are classified as held-to-maturity.
Financial liabilities at fair value through
profit or loss are either held for trading purpos-
es or designated as such. At their initial recog-
nition and subsequently, financial liabilities at
fair value through profit or loss are measured
at fair value. Transaction costs directly identifiable
to the purchase of these liabilities are immedi-
ately expensed. Derivative financial instruments
with negative replacement values are assigned
to this category.
All other financial liabilities are measured
at amortized cost. Mainly trade payables, bor-
rowings and other liabilities are assigned to this
category. They are recognized initially at fair
value, net of transaction costs incurred. Subse-
quently, these financial liabilities are 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.
financial assets with fixed or determinable
payments 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
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
Autoneum Financial Report 2015 Consolidated financial statements 70
cost or net realizable value. Valuation adjust-
ments 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
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 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 is recognized as a
deduction from equity and presented as a sepa-
rate component in equity. When treasury shares
are sold or reissued subsequently, the amount
received is recognized as an increase in equity
and the resulting surplus or deficit on the
transaction is recognized in retained earnings.
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 the
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 in other
comprehensive income. In this case, the income
taxes are also recognized in other comprehen-
sive income.
Current income taxes are calculated and
accrued on the basis of taxable income for the
year. Deferred income 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. De-
ferred income taxes are measured at the tax rate
expected to be applied to temporary differences
when they reverse, using tax rates enacted
or substantially enacted at the reporting date.
Deferred income tax assets and liabilities
are offset to the extent that an entity has a legally
enforceable right to offset current income taxes,
and the deferred income 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 Autoneum is able to control the timing of the
reversal of the temporary differences and 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
employer’s contributions. Pension plans exist
Autoneum Financial Report 2015 Consolidated financial statements 71
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
revenue 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 financing costs are recognized directly
in the income statement.
on the basis of both defined contribution and
defined benefit.
Pension liabilities arising from defined
bene fit plans are calculated annually by inde-
pendent 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 denomi-
nated 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. Remeasurement gains or
losses are recognized in other comprehensive
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 ren-
dered 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 expenses or income on the net
defined benefit liability or 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 or asset, taking into account any
changes in the net defined benefit liability
(asset) during the period as a result of contribu-
tions and benefit payments. The net interest
expenses or income is recognized in financial
expenses or income. The fair value of plan
assets is deducted from the defined benefit obli-
gations. Any asset resulting from this calcula-
tion is only capitalized up to an amount not
exceeding benefits from future contribution re-
ductions or refunds.
In the case of defined contribution plans,
the contributions are recognized as expense
in the period in which they incurred.
Autoneum Financial Report 2015 Consolidated financial statements 72
1.2 Changes in accounting policies and
in presentation
Adopted changes in accounting policies
The adoption of new and revised standards had
no effect on the consolidated financial state-
ments 2015.
Future changes in accounting policies
The following new and revised standards and
interpretations have been issued, but are not yet
effective. They have not been applied early
in these consolidated financial statements. How-
ever, a preliminary assessment has been con-
ducted by Group Management, and the expected
impact of each standard and interpretation is
presented in the table below.
IFRS 9 “Financial Instruments” includes
revised guidance on the classification and meas-
urement of financial assets and financial liabili-
ties, including a new expected credit loss model
for calculating impairment, and supplements
the new general hedge accounting requirements
published in 2013. It also carries forward the
guidance on recognition and derecognition of
financial instruments from IAS 39. The Group
is yet to assess IFRS 9’s full impact.
IFRS 15 establishes a comprehensive framework
for determining whether, how much and
when revenue is recognized based on a five-step
approach. Under IFRS 15, an entity recognizes
revenue when control of the promised goods and
services is transferred to the customer at an
amount that reflects the consideration to which
the entity expects to be entitled. It replaces
existing revenue recognition guidance, including
IAS 18, IAS 11 and IFRIC 13.
IFRS 16 “Leases” brings most leases on the
balance sheet for lessees under a single model,
eliminating the distinction between operating and
finance leases. For lessors, however, the account-
ing remains largely unchanged. Under IFRS 16, a
lessee recognizes a right-of-use asset and a lease
liability. The right-of-use asset is treated similarly
to other non-financial assets and depreciated
accordingly. The lease liability is initially measured
at the present value of the lease payments
payable over the lease term, discounted at the
rate implicit in the lease if this rate can be
readily determined. If the rate cannot be readily
determined, the lessee’s incremental borrowing
rate should be used. IFRS 16 supersedes IAS 17
“Leases” and related interpretations.
New standards or interpretations
IFRS 15 Revenue from contracts with customers1
IFRS 9 Financial instruments1
IFRS 16 Lease1
Effective date
Planned
application by
Autoneum
January 1, 2018 January 1, 2018
January 1, 2018 January 1, 2018
January 1, 2019 January 1, 2019
Revisions and amendments of standards and interpretations
Accounting for acquisitions of interests in joint operations (amendments to IFRS 11)3
January 1, 2016 January 1, 2016
Clarification of acceptable methods of depreciation and amortization (amendments to
IAS 16 and IAS 38)3
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)3
Disclosure initiative (amendments to IAS 1)2
Annual improvements to IFRS 2012–2014 cycle2
postponed
unknown
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 The impact on the consolidated financial statements is expected to result in additional disclosures or changes in presentation.
3 No impact or no significant impact is expected on the consolidated financial statements.
Autoneum Financial Report 2015 Consolidated financial statements
73
Adopted changes in presentation
The following changes in presentation were
adopted in 2015:
Balance sheet line items were newly defined
in 2015 to increase the transparency level as
described below. The prior year figures were ad-
justed accordingly.
• Financial assets in current and non-current
assets are separated from other assets and are
disclosed as a separate line item.
• Post-employment benefit assets are separated
from other assets and are disclosed as a separate
line item.
• Current income tax receivables are separated
from other assets and are disclosed as a separate
line item.
• Advance payments to suppliers are included in
the current portion of other assets.
• Advance payments from customers are included
in the current portion of other liabilities.
Bank debts in the amount of CHF 40.6 million
were reported as current borrowings as per
December 31, 2014. Until December 31, 2019,
the Group has the unconditional right to defer
settlement as the liability cannot be called by
the lender at any time without cause. Therefore,
bank debts in the amount of CHF 40.0 million
were disclosed as non-current borrowings at
December 31, 2015. The classification of the prior
year amount was adjusted accordingly.
Due to changes in the Group’s reporting
structure, a subsidiary that produces parts for
Autoneum’s manufacturing lines, which was
included in BG Europe, is now included in Corpo-
rate. The prior year figures were adjusted ac-
cordingly. The impact of this reclassification for
2015 is not materially different than for 2014.
The major changes in the segment reporting are
disclosed in the table below.
CHF million
Segment information BG Europe 2014
Net sales
EBITDA
EBIT
Number of employees
Reported
Adjustment
Restated
807.7
67.4
38.7
3 858
–4.4
–7.7
–7.0
–234
803.3
59.7
31.7
3 623
Autoneum Financial Report 2015 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 plan-
ning processes. On the other hand, these risks,
as well as operational risks, are 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
are also dealt with, in order to identify and
implement corrective measures. Significant indi-
vidual risks are included in the monthly reports
to the attention of the CEO.
Risks resulting from acquisitions, divest-
ments or other major projects are monitored
at Group 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 are 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 ad-
dress these risks is performed on a semi-annual
basis. The review results are reported to the
Board of Directors and Group Executive Board.
74
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 System
is an important 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,
reporting 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 product),
operational risks, financial risks, litigation and
other risks (e.g. political, legal, organizational,
environmental 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 risks (market and product): These
risks result on the one hand from different
markets in which Autoneum is operating (local
aspects, legal regulations, degree of maturity
of markets). On the other hand, the risks result
from the share of the customers in Autoneum’s
sales, as well as from the technical and regula-
tory 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 2015 Consolidated financial statements 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 Group’s headquarters and from the latter by
trading with banks.
The majority of the business transacted in
Autoneum’s foreign subsidiaries is in their
functional 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, 2015, would
have been 15% stronger, and all other parameters
remained the same, the profit before taxes
would have been CHF 2.3 million higher (2014:
CHF 0.9 million). 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 risk of the Group relates 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 CHF 1.3 million
(2014: CHF 1.2 million).
No hedging of the interest rate risk was
performed 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 risk arises from deposits and financial
deriv atives held with financial institutions
and from trade receivable accounts, other re ceiv-
ables and marketable securities and interest
bearing receivables. The maximum risk of these
positions corresponds to the book values and
Autoneum Financial Report 2015 Consolidated financial statements medium- and long-term financing with a group
of banks in the amount of CHF 150.0 million
(refer to note 24, p. 92), which expires in Decem-
ber 2019. Furthermore, a bond in the amount of
CHF 125.0 million with maturity as of December 14,
2017, was issued on the SIX Swiss Exchange.
76
is disclosed in note 30 on page 99. Significant
relationships with financial institutions are basi-
cally only entered into with counterparties
rated no lower than “A” (according to Standard &
Poor’s). 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 20.0% (2014: 16.8%)
of Autoneum’s sales.
Capital risk
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, 2015, the equity ratio equaled
35.7% (2014: 35.7%).
For the next few years, the dividend policy
will depend on a number of factors, such as net
profit and the financial situation of the Group,
the demand for capital and liquidity, the general
business environment as well as legal and
contractual 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.
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
generating sufficient free cash flow and holding
a reasonable amount of unused credit lines.
Autoneum maintains a credit agreement for the
Autoneum Financial Report 2015 Consolidated financial statements The table below shows the contractual maturities of Autoneum’s financial liabilities (including interest):
77
Contractual undiscounted cash flows
Financial liabilities at December 31, 2015
CHF million
Bond
Bank debt
Finance leasing obligations
Other borrowings
Trade payables
Accrued expenses
Non-income tax payables
Other payables
Total
Financial liabilities at December 31, 2014
CHF million
Bond
Bank debt
Finance leasing obligations
Other borrowings
Trade payables
Accrued expenses
Non-income tax payables
Other payables
Total
Carrying
amount
124.6
58.3
0.5
1.5
Less than
1 year
5.5
17.3
0.5
0.1
243.3
243.3
51.2
12.0
29.7
51.2
12.0
28.3
521.2
358.2
Carrying
amount
124.4
67.3
0.7
3.3
Less than
1 year
5.5
20.9
0.2
2.2
250.4
250.4
42.2
14.4
33.2
42.2
14.4
31.4
535.8
367.2
1 to 5
years
130.5
46.5
-
1.8
-
-
-
1.4
180.2
More
than 5
years
-
-
-
-
-
-
-
-
-
1 to 5
years
135.9
50.9
0.5
1.6
-
-
-
1.8
190.7
More
than 5
years
-
-
-
-
-
-
-
-
-
Total
cash flow
136.0
63.8
0.5
1.8
243.3
51.2
12.0
29.7
538.4
Total
cash flow
141.4
71.7
0.7
3.8
250.4
42.2
14.4
33.2
557.7
Contractual undiscounted cash flows
Autoneum Financial Report 2015 Consolidated financial statements
78
3
Change in scope of consolidation and significant transactions
In 2015, the companies Autoneum Mexico Operations, S. de R.L. de C.V., San Luis Potosí and
Autoneum Mexico Servicios, S. de R.L. de C.V., San Luis Potosí were established.
On July 23, 2014, Autoneum sold its subsidiary Porfima Due S.r.l., Torino (Italy), to the Italian
automotive supplier STS acoustics S.p.A., Torino (Italy). The transaction resulted in a gain of
CHF 1.8 million and a net cash outflow of CHF 8.0 million. Part of the purchase price was deferred.
In 2015, the amount of CHF 0.5 million was paid as deferred purchase price.
In 2014, the company Autoneum Korea Ltd., Seoul, was established.
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 Group Executive Board and to the Board of Directors.
Chief operating decision maker is the CEO.
Autoneum is the globally leading automobile supplier in acoustic and thermal management for
vehicles. Autoneum develops and produces multifunctional and lightweight components and systems for
noise and heat protection and thereby enhances vehicle comfort.
The reporting is based on the following four reportable segments (Business Groups): BG Europe,
BG North America, BG Asia and BG SAMEA (South America, Middle East and Africa). Corporate
includes Autoneum Holding Ltd and the corporate center with its respective legal entities, an ope-
ration that produces parts for Autoneum’s manufacturing lines, investments in associates and
intersegment eliminations. Transactions between the Business Groups are made on the same basis
as with independent third parties.
EBITDA and EBIT in Corporate include expenses in relation to the settlement with the German
Federal Cartel Office in the amount of CHF 31.5 million in 2015 (refer to note 29, page 98).
Autoneum Financial Report 2015 Consolidated financial statements 7979
BG Europe
BG North
America
BG Asia
BG SAMEA
Total
segments
Corporate
Total
Group
825.9
977.9
180.2
93.4
2 077.5
8.4
2 085.9
7.3
833.2
70.6
8.5%
-
977.9
117.8
0.7
180.9
32.8
0.9
94.3
–8.8
8.9
2 086.4
–8.9
–0.5
-
2 085.9
212.5
–20.9
12.1%
18.1%
–9.3%
10.2%
191.5
9.2%
–65.1
126.5
6.1%
n/a
–1.5
–22.5
n/a
–7.8
25.0
–3.7
–12.5
13.8% –13.3%
–63.5
148.9
7.1%
140.1
58.3
14.4
60.9
36.4
13.2
1 081.7
33.0
1 114.7
598.5
116.3
118.6
4.4
427
717.1
120.7
11 423
1 744
1 055
10 996
Segment information 2015
CHF million
Third-party net sales
Inter-segment net sales
Net sales
EBITDA
as a % of net sales
Depreciation and amortization
–25.9
–26.1
EBIT
as a % of net sales
Assets at December 311
Liabilities at December 31
Investments in tangible and intangible assets
Employees at December 312
44.7
5.4%
406.4
330.9
27.5
3 955
91.7
9.4%
474.3
172.9
61.2
4 243
Segment information 2014
CHF million
Third-party net sales
Inter-segment net sales
Net sales
EBITDA
as a % of net sales
BG Europe
BG North
America
BG Asia
BG SAMEA
Total
segments
Corporate
Total
Group
795.4
882.7
145.2
123.3
1 946.6
8.0
1 954.7
-
0.1
0.6
8.6
145.3
123.9
1 955.3
7.9
803.3
59.7
7.4%
882.7
100.1
11.3%
18.6%
27.0
–7.1
19.9
13.7%
127.4
53.9
9.9
4.8
3.9%
–3.3
1.5
1.2%
75.5
55.8
13.6
191.7
9.8%
–63.4
128.3
6.6%
1 070.5
640.9
97.0
1 515
1 327
10 268
–8.6
–0.6
9.9
n/a
–3.1
6.9
n/a
28.8
65.9
4.9
413
-
1 954.7
201.6
10.3%
–66.5
135.1
6.9%
1 099.3
706.8
101.9
10 681
Depreciation and amortization
–28.1
–25.0
EBIT
as a % of net sales
Assets at December 311
Liabilities at December 31
Investments in tangible and intangible assets
Employees at December 312
31.7
3.9%
413.2
328.0
25.3
3 623
75.1
8.5%
454.4
203.2
48.2
3 803
1 Assets in Corporate include investments in associated companies in the amount of CHF 8.3 million (2014: CHF 6.4 million), refer to note 15 (p. 85).
2 Full-time equivalents including temporary employees but excluding apprentices.
Autoneum Financial Report 2015 Consolidated financial statements
80
Net sales and non-current assets by country
CHF million
Switzerland1
USA
Germany
Great Britain
China
Remaining countries
Total
1 Domicile of Autoneum Holding Ltd.
Net sales
2015
2.3
745.3
198.6
183.5
162.2
794.1
Net sales
2014
1.5
Non-current assets
31.12.2015
37.7
Non-current assets
31.12.2014
41.3
626.3
244.6
177.7
125.7
778.9
180.1
9.1
17.0
43.8
155.6
443.3
156.8
7.1
16.1
38.5
159.9
419.7
2 085.9
1 954.7
Net sales are disclosed by location of customers. Non-current assets consist of tangible assets
and intangible assets.
The following customers accounted for more than 10% of annual net sales in 2015 or in 2014:
Net sales to major customers
CHF million
Ford
Honda
BMW
2015
416.7
223.6
197.9
2014
327.5
201.6
213.3
Information on sales by product group is not available. The major customers generate turnover
in all geographic segments.
5
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
2015
415.7
80.1
11.3
5.8
32.3
545.2
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. 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 benefi-
ciaries 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 Com-
mittee. The first vesting date was in spring 2015. Employee expenses resulting from share-based
Autoneum Financial Report 2015 Consolidated financial statements 8181
compensation are recognized over the vesting period. 3 783 shares (2014: 4 193 shares) valued at
CHF 213.60 (2014: CHF 136.60) were granted in 2015, and expenses of CHF 0.6 million (2014:
CHF 0.5 million) were 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 (page 104–107).
6
Other expenses
CHF million
Energy, maintenance and repairs
Marketing and distribution costs
Miscellaneous expenses
Operating leasing expenses
Settlement with the German Federal Cartel Office1
Audit and consulting expenses
IT and office expenses
Insurance and other charges
Total
1 Refer to note 29, page 98.
7
Other income
2015
148.8
63.0
36.5
32.6
31.5
20.9
16.9
16.3
2014
141.3
51.4
28.5
31.3
-
18.8
18.9
15.1
366.6
305.3
Other income contains mainly income generated with by-products arising during the manufacturing
process. In 2014, the gain of CHF 1.8 million from the sale of the former subsidiary Porfima Due S.r.l.,
Torino (Italy), is included (refer to note 3, p. 78).
8
Depreciation and amortization
CHF million
Depreciation of tangible assets
Amortization of intangible assets
Total
9
Financial income
CHF million
Interest income
Other financial income
Total
2015
63.4
1.7
65.1
2015
0.7
0.3
0.9
2014
65.5
1.0
66.5
2014
0.8
0.2
1.0
Autoneum Financial Report 2015 Consolidated financial statements
82
10 Financial expenses
CHF million
Interest expenses
Amortization of transaction costs
Interest expenses for defined benefit pension plans
Net foreign exchange losses
Other financial expenses
Total
11 Income taxes
CHF million
Current income taxes
Deferred income taxes
Total
2015
11.1
0.3
0.9
7.5
0.4
20.2
2015
39.6
0.8
40.5
2014
12.4
1.1
0.3
2.5
0.1
16.4
2014
33.3
–16.0
17.3
The decrease in the net deferred income tax assets by CHF 1.1 million (2014: decrease by CHF 21.4
million) relates to the deferred income tax expense recognized in the consolidated income statement
of CHF 0.8 million (2014: deferred income tax income of CHF 16.0 million), to the deferred income
tax income recognized in other comprehensive income of CHF 0.7 million (2014: income tax income of
CHF 5.3 million) and to a currency translation adjustment of CHF –1.0 million (2014: CHF 0.1 million).
Reconciliation of expected and actual income tax expenses:
CHF million
Profit before taxes
Expected average tax rate
Expected income tax expenses
Non-taxable income and non-deductible expenses
Current income taxes 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
2015
109.2
30.4%
33.2
4.7
4.4
12.4
–8.6
–1.4
–4.9
0.8
–0.1
40.5
2014
120.1
28.5%
34.2
1.4
2.8
5.7
–11.1
–18.6
2.8
0.1
-
17.3
The change in the expected average tax rate is due to the different geographic composition of
profit or loss before tax.
Autoneum Financial Report 2015 Consolidated financial statements 8383
Deferred income tax assets and liabilities pertain to the following balance sheet line items:
CHF million
Tangible assets
Inventories
Other assets
Employee benefit liabilities
Provisions
Other liabilities
Tax loss carryforwards and tax credits
Subtotal
Offsetting
Total
Deferred income
tax assets
31.12.2015
3.4
Deferred income
tax liabilities
31.12.2015
–16.0
Deferred income
tax assets
31.12.2014
2.2
Deferred income
tax liabilities
31.12.2014
–12.9
5.4
2.5
1.8
3.7
5.0
27.0
48.8
–17.1
31.7
–0.8
–3.2
-
–1.5
–6.4
–27.9
17.1
–10.8
3.3
2.1
2.2
5.7
14.5
24.6
54.6
–22.6
32.0
–0.9
–2.7
-
–3.4
–12.6
–32.5
22.6
–9.9
No deferred tax assets have been recognized from deductible temporary differences in the amount
of CHF 97.6 million (2014: CHF 107.6 million). Tax loss carryforwards in the amount of CHF 0.2
million (2014: nil) are recognized for Group companies which incurred losses in 2015 or 2014 (2014
or 2013) supported by increased future profitability and synergies as a result of restructuring.
The table below discloses tax loss carryforwards and tax credits by their year of expiry:
CHF million
Less than 3 years
In 3 to 7 years
Thereafter
Total
Capitalized
31.12.2015
0.3
Non-capitalized
31.12.2015
2.8
Capitalized
31.12.2014
2.3
Non-capitalized
31.12.2014
15.6
8.7
66.9
75.9
19.4
300.3
322.5
1.0
64.9
68.2
14.1
328.6
358.3
The tax loss carryforwards for which no deferred income tax assets have been recognized originate
primarily from countries with a tax rate between 19% and 40%.
12 Earnings per share
Profit attributable to shareholders of Autoneum Holding Ltd1
CHF million
2015
42.2
2014
78.9
Average number of shares outstanding
Average number of shares outstanding diluted
Number of shares
Number of shares
4 627 120
4 630 773
4 637 259
4 647 353
Basic earnings per share
Diluted earnings per share
CHF
CHF
9.12
9.10
17.03
16.97
1 The LTI does not lead to a dilution effect in profit attributable to shareholders of Autoneum Holding Ltd.
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.
Autoneum Financial Report 2015 Consolidated financial statements
84
13 Tangible assets
CHF million
Cost at January 1, 2015
Additions
Disposals
Reclassification
Reclassification to assets of disposal group
Currency translation adjustment
Cost at December 31, 2015
Accumulated depreciation at January 1, 2015
Depreciation
Disposals
Reclassification
Reclassification to assets of disposal group
Currency translation adjustment
Acc. depreciation at December 31, 2015
Net book value at January 1, 2015
Net book value at December 31, 2015
CHF million
Cost at January 1, 2014
Additions
Disposals
Sale of subsidiary
Reclassification
Currency translation adjustment
Cost at December 31, 2014
Accumulated depreciation at January 1, 2014
237.6
–129.2
Depreciation
Disposals
Sale of subsidiary
Reclassification
Currency translation adjustment
Acc. depreciation at December 31, 2014
Net book value at January 1, 2014
Net book value at December 31, 2014
–8.5
7.9
0.2
–1.2
–2.7
–133.5
108.3
104.1
Land and
buildings
237.6
Machinery
and tools
934.4
0.9
–0.8
19.5
–9.3
–14.9
233.0
–133.5
–9.3
0.7
–2.4
8.0
8.5
–128.0
104.1
105.0
Land and
buildings
237.5
2.1
–9.2
–2.5
5.0
4.7
Data
processing
equipment
Vehicles
and
furniture
Tangibles
under
construction
11.8
0.8
–0.4
1.2
-
–1.4
12.0
–9.8
–1.0
0.4
-
-
1.2
–9.3
2.0
2.7
16.2
0.4
–0.3
1.0
-
–1.2
16.1
–12.4
–1.0
0.2
0.6
-
1.0
–11.7
3.8
4.4
87.1
96.6
-
–80.0
–0.9
–4.5
98.3
-
-
-
-
-
-
-
87.1
98.3
20.3
–9.2
58.4
–31.8
–62.2
909.9
–721.7
–52.1
8.5
1.8
28.4
48.3
–686.8
212.7
223.1
Machinery
and tools
Data
processing
equipment
Vehicles
and
furniture
Tangibles
under
construction
897.4
14.1
–42.8
-
38.0
27.6
934.4
–690.4
–55.1
41.6
-
1.2
–18.9
–721.7
207.0
212.7
12.8
1.0
–2.1
-
0.1
–0.1
11.8
–11.0
–1.0
2.1
-
-
0.1
–9.8
1.8
2.0
14.9
0.7
–0.4
-
0.8
0.3
16.2
–11.9
–0.8
0.5
-
-
–0.1
–12.4
3.0
3.8
47.5
80.9
–0.6
-
–43.9
3.3
87.1
-
-
-
-
-
-
-
47.5
87.1
Total
1 287.1
119.1
–10.7
-
–42.0
–84.2
1 269.3
–877.5
–63.4
9.8
-
36.4
58.9
–835.8
409.6
433.5
Total
1 210.1
98.7
–55.1
–2.5
-
35.8
1 287.1
–842.5
–65.5
52.1
0.2
-
–21.8
–877.5
367.6
409.6
Additions in tangible assets comprise mainly investments in production facilities. The book value
of the tangible assets financed by long-term leasing contracts is nil (2014: CHF 0.3 million). In both
the reporting year and the prior year no borrowing costs were capitalized.
Tangible assets in the amount of CHF 2.3 million (2014: CHF 0.1 million) are pledged as security
for financial liabilities.
Autoneum Financial Report 2015 Consolidated financial statements
14 Intangible assets
CHF million
Cost at January 1
Additions
Currency translation adjustment
Cost at December 31
Accumulated amortization at January 1
Amortization
Currency translation adjustment
Accumulated amortization at December 31
Net book value at January 1
Net book value at December 31
8585
2014
9.7
3.1
–0.1
12.7
–1.7
–1.0
0.1
–2.6
7.9
10.0
2015
12.7
1.5
–0.3
14.0
–2.6
–1.7
0.2
–4.1
10.0
9.8
Intangible assets comprise mainly investments in a new ERP system.
In 2015, CHF 60.7 million was spent on research and development (2014: CHF 57.1 million).
Autoneum Group invests in innovative materials and products, and in new efficient production
technologies to support vehicle manufacturers in meeting challenging targets in acoustic comfort,
fuel consumption and environmental emissions, in an increasingly cost-competitive environment.
The focus in the last few years was in the development of extremely lightweight and acoustically
efficient solutions for carpet, interior insulation and underbody aerodynamic covers and heatshields.
In addition, emphasis was given to further developing Autoneum’s pioneering powertrain encapsu-
lation solutions for the reduction of exterior noise and carbon dioxide emissions.
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 2015 and 2014 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.
15 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 translation adjustment
Net book value at December 31
2015
6.4
0.5
1.9
–0.4
8.3
2014
4.9
0.6
0.4
0.5
6.4
Autoneum Financial Report 2015 Consolidated financial statements 86
16 Financial assets
CHF million
Investments in non-consolidated companies
Loans
Other financial assets
Total non-current portion
Loans
Marketable securities
Total current portion
17 Other assets
CHF million
Other receivables
Total non-current portion
Prepaid expenses and accruals
Advance payments to suppliers
Fair value of derivative financial instruments
Other receivables
Total current portion
Other receivables are non-interest bearing.
18 Inventories
CHF million
Raw materials and consumables
Purchased parts
Semi-finished and finished goods
Work in progress
Allowance
Total
31.12.2015
21.1
31.12.2014
15.3
7.1
7.2
35.3
0.7
0.1
0.8
7.7
8.2
31.2
0.8
0.2
0.9
31.12.2015
33.7
31.12.2014
40.9
33.7
12.9
5.3
0.7
58.5
77.4
40.9
13.6
4.7
0.1
47.5
65.9
31.12.2015
31.3
31.12.2014
31.5
2.4
40.0
60.9
–3.7
130.9
2.7
36.8
62.4
–3.0
130.5
Autoneum Financial Report 2015 Consolidated financial statements 19 Trade receivables
CHF million
Trade receivables nominal
Allowance for doubtful trade receivables
Total
8787
31.12.2015
264.7
31.12.2014
227.8
–9.8
254.9
–7.5
220.3
The following summarizes the movement in the allowance for doubtful trade receivables:
CHF million
Allowance at January 1
Additions and release
Utilization
Reclassification to assets of disposal group
Currency translation adjustment
Allowance at December 31
2015
–7.5
–3.5
0.5
0.5
0.2
–9.8
2014
–6.3
–1.0
0.4
-
–0.6
–7.5
The collectability of trade receivables is monitored on an ongoing basis. An allowance for doubtful
trade receivables is recorded, which is calculated from the difference between the invoiced amount
and the expected payment.
The table below sets forth the aging of trade receivables and the allowance for doubtful trade
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
Nominal
31.12.2015
238.5
Allowance
31.12.2015
–9.2
Nominal
31.12.2014
216.1
Allowance
31.12.2014
–7.2
19.4
2.4
3.9
0.5
264.7
–0.1
–0.1
–0.2
–0.2
–9.8
8.3
1.3
0.9
1.1
227.8
0.0
–0.1
–0.1
–0.2
–7.5
Autoneum Financial Report 2015 Consolidated financial statements 88
Trade receivables comprise receivables due from customers with the following credit rating
(Standard & Poor’s long-term issuer rating):
CHF million
A– or higher
BBB– to BBB+
BB+ or lower
Not rated
Total
CHF million
Not due
Overdue 1 to 89 days
Overdue 90 to 179 days
Overdue 180 to 359 days
Thereafter
Total
31.12.2015
72.4
31.12.2014
80.6
89.3
84.3
8.8
254.9
65.1
65.0
9.6
220.3
Nominal
31.12.2015
238.5
Allowance
31.12.2015
–9.2
Nominal
31.12.2014
216.1
Allowance
31.12.2014
–7.2
19.4
2.4
3.9
0.5
264.7
–0.1
–0.1
–0.2
–0.2
–9.8
8.3
1.3
0.9
1.1
227.8
-
–0.1
–0.1
–0.2
–7.5
At December 31, 2014, trade receivables with a book value of CHF 3.5 million (2014: CHF 5.4 million)
were used as collateral for credit facilities with financing banks. In addition, trade receivables with
a book value of CHF 2.5 million (2014: CHF 2.4 million) were sold to third parties based on factoring
agreements and no material risks remain with Autoneum.
Trade receivables include amounts denominated in the following major currencies:
CHF million
EUR
USD
CNY
CAD
GBP
CHF
BRL
Other
Total
20 Cash and cash equivalents
CHF million
Cash at banks
Time deposit with original maturities up to 3 months
Total
31.12.2015
103.4
31.12.2014
80.6
90.9
30.1
9.4
6.6
4.2
3.7
6.6
254.9
73.2
26.8
10.8
5.9
3.3
6.2
13.5
220.3
31.12.2015
77.1
31.12.2014
112.9
1.6
78.7
27.9
140.9
Autoneum Financial Report 2015 Consolidated financial statements 8989
21 Assets and liabilities of disposal group classified as held for sale
Autoneum’s US subsidiary UGN Inc. has sold its business in Chicago Heights, Illinois, to an affiliate
of Angeles Equity Partners, LLC, Delaware, on February 2, 2016. With this transaction, UGN Inc.
adjusts its product portfolio in the USA. The related assets and liabilities are consequently classified
as held for sale as of December 31, 2015.
The disposal group consists of the assets and liabilities listed below. Those assets and liabilities
were reclassified to assets of disposal group classified as held for sale and liabilities of disposal
group classified as held for sale.
CHF million
Tangible assets
Other assets
Non-current assets
Inventories
Trade receivables
Other assets
Current assets
Assets of disposal group classified as held for sale
Other liabilities
Non-current liabilities
Trade payables
Other liabilities
Current liabilities
Liabilities of disposal group classified as held for sale
31.12.2015
5.6
0.3
5.9
1.1
3.8
0.2
5.1
11.0
0.1
0.1
1.9
0.1
2.0
2.2
Autoneum Financial Report 2015 Consolidated financial statements 90
22 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 CHF 0.05 per share. The share
capital amounts to CHF 233 618 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
31.12.2015
4 634 751
31.12.2014
4 619 183
37 612
4 672 363
0.05
233 618
53 180
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 CHF 0.05 up to a maximum value of
CHF 35 000. 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 CHF 0.05
up to a maximum value of CHF 12 500.
Treasury shares
The following transactions with treasury shares were performed during the financial year:
Treasury shares at January 1
Purchase of treasury shares
Transfer of treasury shares
Treasury shares at December 31
2015
in shares
53 180
634
–16 202
37 612
2015
in CHF million
6.1
0.1
–1.9
4.3
2014
in shares
36 062
28 069
–10 951
53 180
2014
in CHF million
2.3
4.7
–0.9
6.1
Capital reserves
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.
Available for sale reserves
The available for sales reserves contain changes in the fair value of non-consolidated investments.
The reserves will be reclassified to the income statement at disposal.
Retained earnings
Retained earnings include accumulated earnings since the Group was established in December 2010.
Autoneum Financial Report 2015 Consolidated financial statements 9191
Currency translation adjustment
The currency translation adjustment comprises all foreign exchange differences arising from the
translation of the financial statements of foreign entities included in the consolidated financial
statements.
23 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 is only disclosed on
an aggregated level.
The table below sets out aggregated financial information of the subsidiaries with non- controlling
interests:
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 used in investing activities
Cash flows used in financing activities
Net change in cash and cash equivalents
31.12.2015
158.7
31.12.2014
149.5
166.6
–35.5
–90.4
199.4
96.2
2015
540.0
55.3
–5.0
50.4
24.4
68.5
–35.8
–43.6
–10.9
156.2
–34.0
–85.3
186.5
89.0
2014
467.6
50.5
14.8
65.3
31.4
60.2
–27.0
–29.3
4.0
Autoneum Financial Report 2015 Consolidated financial statements 92
24 Borrowings
CHF million
Bond
Bank debt
Finance lease obligations
Other borrowings
Total at December 31, 2015
CHF million
Bond
Bank debt
Finance lease obligations
Other borrowings
Total at December 31, 2014
Duration less than
1 year
-
Duration
1 to 5 years
124.6
Duration 5 and
more years
-
13.4
0.5
0.1
14.0
44.9
-
1.4
170.9
-
-
-
-
Duration less than
1 year
-
Duration
1 to 5 years
124.4
Duration 5 and
more years
-
18.0
0.2
2.2
20.4
49.3
0.5
1.0
175.3
-
-
-
-
Total
124.6
58.3
0.5
1.5
184.9
Total
124.4
67.3
0.7
3.3
195.6
On December 14, 2012, Autoneum Holding Ltd issued a fixed rate bond with a nominal value
of CHF 125.0 million, which is listed on the SIX Swiss Exchange (AUT12, ISIN: CH0196770439).
The bond carries a coupon rate of 4.375%, and has a term of five years with a final maturity
on December 14, 2017. On December 31, 2015, the market value of the bond was CHF 132.0 million
(2014: CHF 133.9 million).
Autoneum maintains a long-term credit agreement with a banking syndicate in the amount of
CHF 150.0 million, whereof CHF 40.0 million was drawn at year-end (2014: CHF 40.6 million). The
line of credit may partly be used as a guarantee facility. The final maturity date is December 31, 2019.
The interest rate is based on the LIBOR rate plus an applicable margin, which is determined based
on the ratio of net debt to EBITDA. The credit agreement contains customary financial covenants,
which include the ratio of net debt to EBITDA and a minimal financial equity. Compliance with finan-
cial covenants is checked quarterly and reported to the banking syndicate. In fiscal years 2015 and
2014, the minimum financial requirements were met at all times.
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.
The borrowings are denominated in the following currencies:
CHF million
CHF
USD
BRL
Other
EUR
Total
31.12.2015
164.1
31.12.2014
165.4
8.2
7.8
4.8
-
14.3
11.1
3.6
1.2
184.9
195.6
Autoneum Financial Report 2015 Consolidated financial statements 25 Employee benefits
CHF million
Post-employment benefit liabilities
Other long-term employee benefits
Employee benefit liabilities
9393
31.12.2015
27.7
31.12.2014
30.1
1.1
28.8
1.6
31.7
The costs for pensions are charged to employee and interest expenses and for the current reporting
year totaled CHF 18.1 million (2014: CHF 12.8 million).
Some employees participate in defined contribution plans whose insurance benefit results solely
from the paid contributions and the return on investment on the plan asset. The other employees
participate in defined benefit plans that are based upon direct benefits of Autoneum Group.
Defined contribution plans
The expenses for defined contribution plans totaled CHF 11.3 million in the current reporting year
(2014: CHF 7.4 million).
Defined benefit plans
Autoneum maintains defined benefit pension plans in Switzerland, Great Britain, the USA and
Canada. The most significant pension plans are the Swiss and the US pension plans. Those plans
sum up to 81.7% (2014: 78.1%) of the Group’s defined benefit obligation and to 81.0% (2014:
78.5%) 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
Deficit 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
2015
2014
116.5
–122.3
–5.9
30.1
–47.2
–17.1
34.3
–38.0
–3.7
111.0
–111.1
–0.1
31.2
–49.4
–18.2
38.9
–44.5
–5.6
Total deficit at December 31
–26.7
–23.9
Recognized in the balance sheet
as employee benefit assets
as employee benefit liabilities
1.0
–27.7
6.2
–30.1
Autoneum Financial Report 2015 Consolidated financial statements 94
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
insured against the financial consequences of old age, disability and death. The most senior govern-
ing body of the pension plan is the Board of Trustees. The Board of Trustees is responsible for
the investment of the plan assets. All investment decisions made by the Board of Trustees need to
be within the guidelines set out in a long term investment strategy. This strategy is based on legal
requirements, expected future contributions and expected future obligations and is reassessed at
least once a year. 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 purpos-
es of these IFRS financial statements, although they have many characteristics of defined contri-
bution 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 applicable conversion rate. The plan is exposed to actu-
arial 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 employ-
ees in the USA 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 the 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 2015 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 expenses
Remeasurement gains and losses
Employee contributions
Benefits paid
Currency translation adjustment
9595
2014
163.9
5.1
-
5.5
28.0
2.9
–6.5
6.1
2015
205.0
6.3
–0.6
4.6
4.4
3.0
–8.9
–6.2
Defined benefit obligation at December 31
207.6
205.0
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 translation adjustment
Fair value of plan assets at December 31
2015
181.1
3.7
0.9
6.8
3.0
–8.9
–5.7
180.9
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 expenses
Pension expenses for defined benefit plans
Recognized in the income statement:
as employee expenses
as interest expenses
31.12.2015
44
31.12.2014
44
33
10
13
2015
6.3
–0.6
0.9
6.6
5.8
0.9
31
6
19
2014
5.1
-
0.3
5.4
5.1
0.3
Autoneum Financial Report 2015 Consolidated financial statements 96
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
2015
4.2
1.4
1.1
6.6
2014
3.4
1.0
1.0
5.4
The expected employer contributions for the Group’s defined benefit pension plans for 2016 amount
to CHF 6.5 million. The expected benefit payments for 2016 are CHF 7.6 million.
The effect from remeasurement of the defined benefit pension plans recognized in other comprehen-
sive income is as follows:
CHF million
Remeasurement gains and losses
from changes in demographic assumptions
from changes in financial assumptions
from experience adjustment
Return on plan assets excluding interest income
Total
2015
2014
1.0
-
–5.4
0.9
–3.5
–3.9
–22.1
–2.0
9.2
–18.8
The table below discloses the main actuarial assumptions at year-end:
Weighted average of 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
31.12.2015
2.2
31.12.2014
2.4
0.6
24.5
22.1
0.5
23.9
21.5
At December 31, 2015, the weighted average duration of the defined benefit obligation was 17.1 years
(2014: 16.7 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 would impact the defined
benefit obligation. 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 obligation:
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
31.12.2015
–8.2
31.12.2014
–8.0
8.7
2.1
–2.2
8.6
2.7
–2.7
Autoneum Financial Report 2015 Consolidated financial statements 26 Provisions
CHF million
Provisions at January 1, 2015
Additions
Utilization
Release
Reclassification
Currency translation adjustment
Provisions at December 31, 2015
Thereof non-current
Thereof current
Guarantee
and warranty
Litigation and
tax risk
Environ-
mental
Restruc-
turing
5.3
-
-
–2.9
-
-
2.4
2.0
0.4
27.4
17.5
–4.5
–2.9
-
–0.6
37.0
33.7
3.3
10.5
0.9
-
-
–0.8
–0.3
10.3
10.3
-
0.9
-
–0.8
-
-
–0.1
-
-
-
Other
10.4
6.0
–2.9
–0.2
6.5
–0.2
19.4
8.4
11.0
9797
Total
54.5
24.4
–8.3
–6.0
5.7
–1.1
69.1
54.4
14.8
Guarantee and warranty provisions are related to the production and supply of goods or services
and are based on experience. The non-current guarantee and warranty provisions of CHF 2.0 million
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
majority 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 stem 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 comprised legal and factual liabilities from restructuring. The provisions
were fully utilized in 2015.
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. Cases in the amount of CHF 5.7 million that were reported as accrual in the prior
year do now classify as provision and are reclassed accordingly. The majority of the remaining other
non-current provisions are expected to be used within the next two to three years.
Autoneum Financial Report 2015 Consolidated financial statements 98
27 Other liabilities
CHF million
Advance payments from customers
Other payables
Total non-current portion
Advance payments from customers
Accrued holidays and overtime
Accrued expenses and deferred income
Fair value of derivative financial instruments
Non-income tax payables
Other payables
Total current portion
Other payables are non-interest bearing.
28 Other commitments
31.12.2015
18.5
31.12.2014
15.3
1.4
19.9
44.3
10.4
51.2
1.8
12.0
28.3
1.8
17.1
35.6
12.9
42.2
2.5
14.4
31.4
148.1
139.0
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
31.12.2015
24.8
31.12.2014
25.1
70.4
59.8
154.9
68.4
41.2
134.7
In the reporting period, CHF 32.6 million was charged to the income statement under operating
leasing expenses (2014: CHF 31.3 million).
At year-end, open commitments for large investments in tangible assets summed up to CHF 29.3 mil-
lion (2014: CHF 24.9 million).
29 Contingent liabilities
Along with other automobile suppliers, Autoneum Germany GmbH, a subsidiary of Autoneum
Holding Ltd, was subject to investigations by the German Federal Cartel Office in 2013. The investiga-
tions affected, among others, the market for floor systems and trunk trim. The investigations were
closed in 2015 and led to a settlement payment of CHF 31.5 million.
There are no 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 2015 Consolidated financial statements 9999
30 Financial instruments
The following tables summarize all financial instruments classified by categories according to IAS 39.
CHF million
Marketable securities1
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
Loans
Trade receivables
Other receivables
Other financial assets
Total loans and receivables
Investments in non-consolidated companies1
Total available-for-sale financial assets
Total
CHF million
Borrowings
Trade payables
Accrued expenses
Non-income tax payables
Other payables
Total financial liabilities at amortized cost
Fair value of derivative financial instruments2
Total financial liabilities at fair value through profit or loss
Total
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).
31.12.2015
0.1
31.12.2014
0.2
0.7
0.9
77.1
1.6
7.7
254.9
92.2
7.2
440.7
21.1
21.1
462.6
0.1
0.3
112.9
27.9
8.4
220.3
88.3
8.2
466.1
15.3
15.3
481.6
31.12.2015
184.9
31.12.2014
195.6
243.3
51.2
12.0
29.7
521.2
1.8
1.8
523.0
250.4
42.2
14.4
33.2
535.8
2.5
2.5
538.3
Borrowings comprise the bond with a net book value of CHF 124.6 million (2014: CHF 124.4 million)
and a fair value of CHF 132.0 million (2014: CHF 133.9 million) based on quoted prices in active
markets. Refer to note 24 (p. 92) for further information. The book values of other financial instruments
measured at amortized cost correspond to their fair values.
Autoneum Financial Report 2015 Consolidated financial statements
100
31 Related parties
Related parties are members of the Board of Directors and the Executive Board or close members of
that person’s family, pension funds, associated companies as well as companies controlled by
significant shareholders. Information on significant shareholders is disclosed in note 14 of the financial
statements of Autoneum Holding Ltd on page 116.
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
2015
-
0.1
2014
1.0
0.2
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 to pension plans
Social security expenses
2015
5.0
2.1
0.2
0.3
2014
4.7
1.7
0.5
0.3
The compensation of the Board of Directors and of the Group Executive Board is disclosed in the
Remuneration report on pages 104–107.
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.
Subordinated shareholder loans of CHF 25.0 million and an interest rate of 6% per annum were
repaid on August 21, 2014.
Year-end balances were as follows:
CHF million
Bonus accruals for Group Executive Board
Liabilities due to Group Executive Board
32 Net debt
CHF million
Cash and cash equivalents
Current financial assets
Borrowings
Net debt
31.12.2015
2.2
31.12.2014
2.1
0.1
1.0
31.12.2015
–78.7
31.12.2014
–140.9
–0.8
184.9
105.4
–0.9
195.6
53.9
Autoneum Financial Report 2015 Consolidated financial statements 101101
33 Exchange rates for currency translation
CHF
Argentine peso
Brazilian real
Canadian dollar
Chinese yuan
Czech koruna
Euro
Pound sterling
Indian rupee
Polish zloty
United States dollar
ISO
code
ARS
Units
1
Average rate
2015
0.10
Average rate
2014
0.11
Year-end rate
2015
0.08
Year-end rate
2014
0.12
BRL
CAD
CNY
CZK
EUR
GBP
INR
PLN
USD
1
1
100
100
1
1
100
100
1
0.30
0.76
15.38
3.94
1.07
1.48
1.50
25.64
0.97
0.39
0.83
14.86
4.41
1.21
1.51
1.50
28.97
0.92
0.25
0.71
15.25
4.00
1.08
1.47
1.49
25.51
0.99
0.37
0.85
15.94
4.34
1.20
1.54
1.56
27.91
0.99
34 Events after balance sheet date
Autoneum’s US subsidiary UGN Inc. has sold its business in Chicago Heights, Illinois, to an affiliate
of Angeles Equity Partners, LLC, Delaware, on February 2, 2016. With this transaction, UGN Inc.
adjusts its product portfolio in the USA. The sale price of USD 43.7 million was received in cash at
closing date of the transaction. Acquisition related costs in the amount of USD 0.3 million were
recorded in the income statement of the reporting period. Refer to note 21 on page 89 for further in-
formation.
There were no other events between December 31, 2015, and March 2, 2016, which would
necessitate adjustments to the book value of the Group’s assets or liabilities, or which require addi-
tional disclosure in the consolidated financial statements.
35 Proposal of the Board of Directors
For the year ended December 31, 2015, the Board of Directors proposes to the Annual General Meeting
on March 30, 2016, a dividend of CHF 4.50 per share entitled to dividends. This represents a
total distribution up to CHF 21.0 million. In 2015, a total dividend of CHF 20.8 million (CHF 4.50 per
share entitled to dividends) was distributed to the shareholders of Autoneum Holding Ltd.
Autoneum Financial Report 2015 Consolidated financial statements 102
36 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
Great Britain
Autoneum Great Britain Ltd., Stoke-on-Trent
India
Italy
Korea
Autoneum India Pvt. Ltd., New Delhi
Autoneum Nittoku Sound Proof Products India Pvt. Ltd., Chennai
Porfima Uno S.r.l., Torino
SHN CO., Ltd., Daegu
Autoneum Korea Ltd., Seoul
Mexico
Autoneum Mexico, S. de R.L. de C.V., Hermosillo
Autoneum Mexico Operations, S. de R.L. de C.V., San Luis Potosí 1
Autoneum Mexico Servicios, S. de R.L. de C.V., San Luis Potosí 1
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
Autoneum Poland Sp.z.o.o., Katowice
Autoneum Portugal Lda., Setúbal
Autoneum Rus LLC, Ryazan
South Africa
Autoneum Feltex (Pty) Ltd., Durban
Spain
Thailand
Turkey
USA
Autoneum Spain S.A.U., Terrassa
SRN Sound Proof Co., Ltd., Chonburi
Summit & Autoneum (Thailand) Co., Ltd., Rayong
Autoneum Erkurt Otomotive AS, Bursa
Autoneum America Corporation, Farmington Hills
Autoneum North America Inc., Farmington Hills
UGN Inc., Tinley Park
1 The companies were established in 2015.
2 Autoneum has 49% of the capital rights.
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1.3 •
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Autoneum Financial Report 2015 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,
statement of cash flows and notes on pages 62 to 102 for the year ended December 31, 2015.
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 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 reason-
able 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 consolidated
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the
risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers the internal control system relevant to the entity’s preparation 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, 2015, give a true and fair view
of the financial position, the results of operations and the cash flows in accordance with International Financial
Reporting 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 2, 2016
Kathrin Schünke
Licensed audit expert
Autoneum Financial Report 2015 Consolidated financial statements 104
Remuneration report
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 and within the
limits approved by the shareholders. The Directors, whose remuneration is decided on, also partici-
pate in the meeting. The Board of Directors reviews annually the main features of the remuneration
policy, approves the fixed portion of the remuneration 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. The Board of Directors annually submits the proposal for the maximum
aggregate total compensation of the members of the Board of Directors and the Group Executive
Board to the Annual General Meeting for prospective approval by the shareholders. For a detailed
description of the rules on the vote on pay at the Annual General Meeting, reference is made to §14
of the Articles of Association (http://www.autoneum.com/fileadmin/user_upload/autoneum/Investor_
Relations/Articles_of_Association.pdf).
For the rules in the Articles of Association on the principles applicable to performance-related
pay and to the allocation of equity securities as well as the additional amount for payments to new
members of the Group Executive Board appointed after the vote on pay at the Annual General Meet ing
as well as on loans, credit facilities and post-employment benefits for members of the Board
of Directors and the Group Executive Board, reference is made to §24 of the Articles of Association.
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 shares are delivered in the respective year and blocked for three years. The share price appli-
cable for the conversion of the remuneration into shares is based on the average trading price of
the ten trading days following the dividend payment, discounted to reflect a three-year blocking 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
avail able or known to the Directors from their experience or office at similar companies. Industrial
Autoneum Financial Report 2015 Remuneration report 105
companies are considered comparable with Autoneum if they are similar in terms of business
sector, structure, size and international activity.
The Board of Directors may define each year a portion of the basic salary which shall be paid
in Autoneum shares. The number of shares is calculated considering the average trading price
of the first ten trading days of the respective year. The granted shares are delivered in December
of the respective year and blocked for three years.
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 Group net
profit margin (weighted with 52.5%), Group RONA (22.5%) and individual targets (25%). For
the heads of the BG the targets refer to the Group 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 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 Execu-
tive Board can opt for receiving up to 100% of the bonus in shares. The calculated bonus is multipli-
ed by 1.4 and then converted into shares considering the average trading price of the first ten
trading days in January of the following year. 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’s
net profit to the beneficiaries defined in advance. Beneficiaries are the upper management of the
Group, including the Group Executive Board. An allocation is only granted if Group net profit is posi-
tive and exceeds a defined threshold. The total amount of Group net profit dedicated to the LTI is
converted into Autoneum shares and the shares are allocated to the beneficiaries at fixed per centage
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. Due to the three-year vesting period, the value of the LTI is in strong correlation to the
Autoneum share price performance. 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 Group net profit has
been allocated (2014: 1%).
There are no share options or share purchase plans.
Autoneum Financial Report 2015 Remuneration report 106
Remuneration to the members of the Board of Directors and Group Executive Board in 2015
CHF
Board of Directors
Hans-Peter Schwald, Chairman
Fixed remuneration
in shares1
in cash
-
280 000
Rainer Schmückle, Vice Chairman
190 000
-
Michael Pieper
This E. Schneider
Peter Spuhler
Ferdinand Stutz
Total
CHF
Group Executive Board
All members
-
-
-
100 000
130 000
100 000
120 000
50 000
310 000
660 000
Fixed remuneration Variable remuneration4
in shares5
in shares3
in cash
in cash
Other2
Total
49 800
329 800
25 000
215 000
25 239
125 239
29 591
159 591
27 396
127 396
32 310
202 310
189 336 1 159 336
LTI6
Other7
Total
3 274 004
32 108
989 824
1 198 512
206 892
773 743 6 475 083
Thereof Martin Hirzel, CEO
668 000
32 108
225 176
315 236
70 117
148 937 1 459 574
1 The applicable share price (average trading price during the defined period, less 16% for the three-year blocking period) was CHF 182.84. The transfer
took place after deduction of applicable social security contributions and withholding taxes.
2 Other remuneration includes the employer’s portion of social insurance contributions as well as lump-sum remuneration for representation expenses.
3 The applicable share price during the defined period was CHF 174.50.
4 For the bonus calculation, the net profit has been adjusted for the settlement with the German Federal Cartel Office in the amount of CHF 31.5 million in 2015.
5 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 using the average trading
price for the first ten days in January 2016 (CHF 192.10).
6 The rights allocated in April 2016 will vest end of February 2019.
7 Other remuneration includes the employer’s portion of social insurance contributions, the employer’s portion of contributions to pension funds and other
fringe benefits.
Total remuneration to the Group Executive Board in 2015 includes remuneration to Volker
Eimertenbrink (Head Business Group SAMEA until December 31, 2015), payable in 2016.
Richard Derr who resigned from the Group Executive Board in 2015 has the bonus settled in cash.
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 Group Executive
Board.
Directorships at other companies
The Board of Directors decides on directorships of members of the Group Executive Board or
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.
Autoneum Financial Report 2015 Remuneration report
107
Other2
Total
50 066
330 066
25 000
215 000
25 322
125 322
29 721
159 721
27 496
127 496
32 480
202 480
190 085 1 160 085
Remuneration to the members of the Board of Directors and Group Executive Board in 2014
CHF
Board of Directors
Hans-Peter Schwald, Chairman
Fixed remuneration
in shares1
in cash
-
280 000
Rainer Schmückle, Vice Chairman
106 523
83 477
-
100 000
65 000
65 000
-
100 000
100 000
70 000
271 523
698 477
Michael Pieper
This E. Schneider
Peter Spuhler
Ferdinand Stutz
Total
CHF
Group Executive Board
All members
Thereof Martin Hirzel, CEO
Fixed remuneration
in cash
in shares
Variable remuneration
in shares3
in cash
LTI4
Other5
Total
2 893 853
636 542
- 1 209 989
887 905
190 303
863 664 6 045 714
-
293 654
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 CHF 156.52. The transfer
took place after deduction of applicable social security contributions and withholding taxes.
2 Other remuneration includes the employer’s 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 using the average trading
price for the first ten days in January 2015 (CHF 174.75).
4 The rights allocated in April 2015 will vest end of February 2018.
5 Other remuneration includes the employer’s portion of social insurance contributions, the employer’s portion of contributions to pension funds and other
fringe benefits.
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 has been no further remuneration or payments to members of the Board of Directors or
Group Executive Board in 2015 or in 2014. In 2015, CHF 87 678 (2014: CHF 211 138) of fees were paid
to the law firm managed by the Chairman of the Board of Directors, for legal services provided.
Autoneum Financial Report 2015 Remuneration report
108
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 2, 2016, of Autoneum Holding Ltd for the year
ended December 31, 2015. 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 2015” and “Remuneration to the members of
the Board of Directors and of the Group Executive Board in 2014” on pages 106 to 107 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 Remuneration 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, 2015, 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 2, 2016
Kathrin Schünke
Licensed audit expert
Autoneum Financial Report 2015 Remuneration report
Income statement of Autoneum Holding Ltd
CHF million
Income
Dividend income
Other financial income
License income
Total income
Expenses
Financial expenses
Administration expenses
Loss from disposal of subsidiary
Taxes
Total expenses
Net profit for the year
109
Notes
2015
2014
(2)
(3)
25.3
10.4
5.6
41.3
16.6
4.7
-
0.2
21.4
19.8
6.6
19.9
5.3
31.8
9.1
3.9
6.9
0.1
19.9
11.9
Autoneum Financial Report 2015 Financial statements of Autoneum Holding Ltd
110
Balance sheet of Autoneum Holding Ltd
CHF million
Assets
Cash and cash equivalents
Loans and receivables due from subsidiaries
Loans and receivables due from third parties
Accruals due from subsidiaries
Accruals due from third parties
Current assets
Loans due from subsidiaries
Loans due from third parties
Investments
Non-current assets
Total assets
Liabilities and shareholders’ equity
Financial liabilities due to subsidiaries
Accruals due to subsidiaries
Accruals due to third parties
Current liabilities
Bond
Financial liabilities due to banks
Provisions
Non-current liabilities
Liabilities
Share capital
Legal capital reserves
Retained earnings
Balance brought forward
Net profit for the year
Treasury shares
Shareholders’ equity
Total liabilities and shareholders’ equity
Notes
31.12.2015
31.12.2014
(4)
(4)
(5)
(6)
(7)
(8)
(9)
(9)
(9)
1.9
146.5
0.6
5.9
1.7
156.5
175.0
6.3
332.5
513.8
670.3
95.9
2.0
4.7
102.6
125.0
37.4
-
162.4
265.1
0.2
350.0
39.5
19.8
–4.3
405.2
670.3
10.3
107.8
0.7
5.5
1.4
125.7
234.1
7.6
267.1
508.9
634.6
52.2
1.7
6.0
59.9
125.0
33.3
11.9
170.2
230.1
0.2
370.8
27.7
11.9
–6.1
404.5
634.6
Autoneum Financial Report 2015 Financial statements of Autoneum Holding Ltd 111
Notes to the financial statements of Autoneum Holding Ltd
1
Principles
General
Autoneum Holding Ltd was incorporated on December 2, 2010, as a Swiss corporation headquartered
in Winterthur. The company does not have any employees.
These financial statements were prepared according to the provisions of the Swiss Law on Accoun-
ting and Financial Reporting (32nd title of the Swiss Code of Obligations) for the first time. The
presentation of the prior year figures was adjusted accordingly to allow comparability. Where not
prescribed by law, the significant accounting and valuation principles applied are described below.
Loans
Loans granted in foreign currencies are translated at the rate at the balance sheet date, whereby
unrealized losses are recorded but unrealized profits are not recognized. In the case where the
currency effect of loans is hedged, both unrealized losses and profits are recognized.
Treasury shares
Treasury shares are recognized at acquisition cost and deducted from shareholders’ equity at
the time of acquisition. In case of a sale, the gain or loss is recognized in the income statement as
financial income or financial expenses.
Financial liabilities due to banks and bond
Financial liabilities are recognized in the balance sheet at nominal value. The issue costs for the
bond and for finance agreements are recognized as accruals due from third parties and amortized
on a straight-line basis over the maturity period.
2
Other financial income
CHF million
Interest income
Net foreign exchange gains
Other financial income
Total
3
Financial expenses
CHF million
Interest expenses
Net foreign exchange losses
Other financial expenses
Total
2015
10.3
-
0.1
10.4
2015
7.3
8.6
0.7
16.6
2014
15.0
4.0
0.8
19.9
2014
9.1
-
-
9.1
Autoneum Financial Report 2015 Financial statements of Autoneum Holding Ltd
112
4
Loans and receivables due from subsidiaries
Loans due from subsidiaries in current assets contains both current loans and cash pool receivables.
The split at year-end is as follows:
CHF million
Current loans
Cash-pool receivables
Total
31.12.2015
118.9
31.12.2014
96.9
27.6
146.5
10.9
107.8
Non-current loans due from subsidiaries in the amount of CHF 10.6 million are subordinated.
5
Investments
Autoneum Holding Ltd recapitalized subsidiaries by converting loans into equity in 2015 and 2014.
Participation levels were increased accordingly. The subsidiaries and associated companies are listed
in note 13 on page 115. They are owned directly or indirectly by Autoneum Holding Ltd.
6
Financial liabilities due to subsidiaries
Financial liabilities due to subsidiaries in current liabilities contain both short-term loans and cash
pool liabilities. The split at year-end is as follows:
CHF million
Current loans
Cash-pool liabilities
Total
7
Bond
31.12.2015
59.1
31.12.2014
10.3
36.8
95.9
41.8
52.2
On December 14, 2012, Autoneum Holding Ltd issued a fixed rate bond with a nominal value
of CHF 125.0 million, which is listed on the SIX Swiss Exchange (AUT12, ISIN: CH0196770439).
The bond carries a coupon rate of 4.375%, and has a term of five years with a final maturity on
December 14, 2017.
Autoneum Financial Report 2015 Financial statements of Autoneum Holding Ltd 113
8
Financial liabilities due to banks
Autoneum maintains a long-term credit agreement with a banking syndicate in the amount of
CHF 150.0 million. The line of credit may partly be used as a guarantee facility. The final maturity
date is December 31, 2019. The interest rate is based on the LIBOR rate plus an applicable margin,
which is determined based on the ratio of net debt to EBITDA.
The credit agreement contains customary financial covenants, which include the ratio of net
debt to EBITDA and a minimal financial equity. Compliance with financial covenants was checked
quarterly and reported to the banking syndicate. In fiscal years 2015 and 2014, the minimum financial
requirements were met at all times.
9
Shareholders’ equity
Share capital
The share capital amounts to CHF 233 618.15. It is divided into 4 672 363 fully paid registered shares
with a par value of CHF 0.05 each.
Conditional share capital
For issuing bonds and/or granting shareholder options, the share capital can be increased by
a maximum of 700 000 paid registered shares with a par value of CHF 0.05 up to a maximum value
of CHF 35 000. 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 CHF 0.05
up to a maximum value of CHF 12 500.
Legal capital reserves
These reserves include an amount of CHF 0.1 million (2014: CHF 21.0 million) whose distribution as
dividends is not subject to income taxes in Switzerland and can be effected free of Swiss with-
holding tax. The remaining part of the legal capital reserve does not benefit from the Swiss capital
contribution principle.
Treasury shares
The following transactions with treasury shares were performed during the financial year:
Treasury shares at January 1
Purchase of treasury shares
Sale of treasury shares
Transfer of treasury shares
Treasury shares at December 31
2015
in shares
53 180
634
–12 891
–3 311
37 612
2015
in CHF million
6.1
2014
in shares
36 062
2014
in CHF million
2.3
0.1
–1.5
–0.4
4.3
28 069
–6 846
–4 105
53 180
4.7
–0.6
–0.4
6.1
Autoneum Financial Report 2015 Financial statements of Autoneum Holding Ltd 114
10 Guarantees and collateral provided
Autoneum Holding Ltd has guaranteed CHF 27.2 million (2014: CHF 24.1 million) to financial institu-
tions for granting credit facilities to direct and indirect subsidiaries and CHF 28.1 million (2014:
CHF 23.8 million) to other third parties for securing transactions they entered into with direct and
indirect subsidiaries. Furthermore, a financing commitment in the amount of CHF 12.2 million
(2014: CHF 13.6 million) was given in favor of a subsidiary.
11 Shares allocated to the Board of Directors
Part of the remuneration of the Board of Directors is paid in shares of Autoneum Holding Ltd.
In 2015, 3 311 shares (2014: 4 105 shares) with a total value of CHF 660 000 (2014: CHF 698 447)
were allocated.
12 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
including parties related to them (Art. 663c Swiss Code of Obligations):
Number of shares
Hans-Peter Schwald, Chairman
Rainer Schmückle, Vice Chairman
Michael Pieper
This E. Schneider
Peter Spuhler
Ferdinand Stutz
Total Board of Directors
Martin Hirzel
Martin Zwyssig
Matthias Holzammer
Richard Derr
John T. Lenga
Uwe Trautmann
Volker Eimertenbrink
Total Group Executive Board
31.12.2015
35 000
31.12.2014
33 000
2 171
947 768
4 338
802 871
2 113
2 171
947 245
3 850
853 035
1 756
1 794 261
1 841 057
9 796
780
3 650
n/a
170
2 575
2 565
7 512
-
2 593
3 480
n/a
2 818
1 645
19 536
18 048
Autoneum Financial Report 2015 Financial statements of Autoneum Holding Ltd 13 Subsidiaries and associated companies
Switzerland
Autoneum International Ltd, Winterthur
Argentina
Belgium
Brazil
Canada
China
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
Great Britain
Autoneum Great Britain Ltd., Stoke-on-Trent
India
Italy
Korea
Autoneum India Pvt. Ltd., New Delhi
Autoneum Nittoku Sound Proof Products India Pvt. Ltd., Chennai
Porfima Uno S.r.l., Torino
SHN CO., Ltd., Daegu
Autoneum Korea Ltd., Seoul
Mexico
Autoneum Mexico, S. de R.L. de C.V., Hermosillo
Autoneum Mexico Operations, S. de R.L. de C.V., San Luis Potosí 1
Autoneum Mexico Servicios, S. de R.L. de C.V., San Luis Potosí 1
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
Autoneum Poland Sp.z.o.o., Katowice
Autoneum Portugal Lda., Setúbal
Autoneum Rus LLC, Ryazan
South Africa
Autoneum Feltex (Pty) Ltd., Durban
Spain
Thailand
Turkey
USA
Autoneum Spain S.A.U., Terrassa
SRN Sound Proof Co., Ltd., Chonburi
Summit & Autoneum (Thailand) Co., Ltd., Rayong
Autoneum Erkurt Otomotive AS, Bursa
Autoneum America Corporation, Farmington Hills
Autoneum North America Inc., Farmington Hills
UGN Inc., Tinley Park
1 The companies were established in 2015. No other changes in voting or capital rights took place.
2 Autoneum has 49% of the capital rights.
115
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CHF
CHF
CHF
ARS
EUR
BRL
CAD
CNY
CNY
CNY
CNY
CNY
CZK
EUR
EUR
EUR
GBP
INR
INR
EUR
7.0 •
1.3 •
0.3 •
22.5
8.0 •
147.7 •
0.0
49.3
49.2
75.8
47.2
76.9
206.2 •
39.8 •
8.0
11.2 •
41.8 •
293.6
220.0
0.0 •
KRW 2 640.0
KRW
MXN
MXN
MXN
MXN
MXN
EUR
PLN
EUR
RUB
ZAR
EUR
THB
THB
TRY
USD
USD
USD
240.0
0.0
49.5 •
0.1 •
0.1
0.1
2.0 •
20.8
1.2 •
0.8 •
11.1
10.8 •
100.0
10.0
3.1
130.4 •
47.2
1.0
•
•
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•
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
100%
100% •
100% •
100%
100%
100% •
100%
100% •
100%
51%
51%
25%
100%
100%
100% •
100% •
100%
100%
51%
100%
49%
60%
100%
100%
100%
50%
50%
100%
100% •
87%
100%
51%
100%
30%
51%2
51%
100%
100% •
50% •
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Autoneum Financial Report 2015 Financial statements of Autoneum Holding Ltd
116
14 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 Ltd, Hergiswil, Switzerland, Centinox Holding Ltd,
Hergiswil, Switzerland, and Michael Pieper
PCS Holding Ltd, Weiningen, Switzerland, and Peter Spuhler
Norges Bank (the Central Bank of Norway), Norway
31.12.2015
31.12.2014
20.28%
17.18%
3.00%
20.27%
18.26%
n/a
Details of the disclosures can be found at:
www.six-exchange-regulation.com/de/home/publications/significant-shareholders.html
15 Events after balance sheet date
There were no events between December 31, 2015, and March 2, 2016, which would necessitate
adjustments to the book value of the Company’s assets or liabilities, or which require additional
disclosure in the financial statements.
Autoneum Financial Report 2015 Financial statements of Autoneum Holding Ltd Dividend proposal
for the appropriation of profit
CHF
Balance brought forward
Net profit for the year
At the disposal of the Annual General Meeting
Proposal
Distribution of a dividend1
Carried forward to new account
117
2015
39 545 567
19 825 122
59 370 689
21 025 633
38 345 056
59 370 689
1 Shares held by Autoneum Holding Ltd at the time of dividend distribution are not entitled to dividends. The amount distributed will be reduced
accordingly at the time of distribution.
The Board of Directors proposes that a dividend of CHF 4.50 is paid per registered share.
Autoneum Financial Report 2015 Financial statements of Autoneum Holding Ltd
118
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 109 to 116 for the year ended December 31, 2015.
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements
of Swiss law and the Company’s articles of incorporation. This responsibility includes designing, implementing and
maintaining an internal control system relevant to the preparation of financial statements that are free from material
misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying
appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropri-
ateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating
the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements for the year ended December 31, 2015, comply with Swiss law and the Company’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 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 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 2, 2016
Kathrin Schünke
Licensed audit expert
Autoneum Financial Report 2015 Financial statements of Autoneum Holding Ltd
Review 2011–2015
Consolidated income statement
CHF million
Net sales
BG Europe
BG North America
BG Asia
BG SAMEA2
EBITDA
as a % of net sales
EBIT
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 at December 31
Non-current assets
Current assets
Equity attributable to shareholders of AUTN
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 used in investing activities
Cash flows used in financing activities
Autoneum Financial Report 2015 Review 2011–2015
119
2015
2 085.9
20141
1 954.7
2013
2 053.3
2012
1 940.9
2011
1 682.4
833.2
977.9
180.9
94.3
191.5
9.2%
126.5
6.1%
68.7
3.3%
12.7%
17.4%
553.6
561.1
301.3
96.2
397.5
284.8
432.3
803.3
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
276.8
430.0
1 114.7
1 099.3
105.4
35.7%
53.9
35.7%
901.6
892.4
128.3
138.4
184.3
9.0%
79.2
3.9%
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
901.2
800.0
101.4
144.7
146.4
7.5%
77.3
4.0%
29.6
1.5%
10%
11.1%
434.4
517.5
213.2
62.3
275.5
237.0
439.4
951.9
123.0
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
30.5%
28.9%
26.1%
111.7
–123.1
–43.5
138.2
–108.8
–15.0
165.7
–98.6
–20.7
114.9
–66.8
–36.4
35.6
–82.5
–10.6
Employees at December 313
11 423
10 681
10 816
10 799
10 424
1 Restated.
2 Including South America, Middle East and Africa.
3 Full-time equivalents including temporary employees but excluding apprentices.
120
Autoneum Financial Report 2015 Review 2011–2015
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
2015
4 672 363
2014
4 672 363
2013
4 672 363
2012
4 672 363
2011
4 672 363
0.2
19.8
938.1
45.0%
0.2
11.9
783.0
40.1%
0.2
13.4
633.3
30.8%
as a % of equity attr. to shareholders of AUTN
311.3%
258.0%
271.9%
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
2015
9.12
4.50
65.01
202.40
226.40
148.40
2014
17.03
4.50
65.71
169.50
209.30
129.10
2013
3.12
1.30
50.24
136.60
140.00
43.30
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.
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
-
49.38
48.95
119.00
43.75
122
Autoneum Annual Report 2015 Important dates
Important dates
· Annual General Meeting 2016: March 30, 2016
· Semi-Annual Report 2016:
· Annual General Meeting 2017: March 30, 2017
July 26, 2016
Investors and Financial Analysts
Dr Martin Zwyssig
CFO
T +41 52 244 82 82
investor@autoneum.com
Media
Dr Anahid Rickmann
Head Corporate Communications
T +41 52 244 83 88
media@autoneum.com
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 in-
clude – 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 2016
This is a translation of the original
German text.
© Autoneum Holding Ltd, Winterthur,
Switzerland
Text:
Autoneum Management Ltd, Winterthur
Design:
atelier MUY, Zurich
Illustration:
Martin Mörck, Copenhagen
Christoph Fischer, Lucerne
Hokolo 3D, Hanover
Photography:
flashpoint studio, Freiburg i. Br.
Publishing System:
Multimedia Solutions AG, Zurich
Printing:
Druckmanufaktur, Urdorf
Our Product Portfolio
Engine Bay
· Engine Encapsulations
· Engine Covers
· Hoodliners
· Outer Dashes
· Water Box Shields
Interior Floor
· Tufted Carpets
· Non-Woven Carpets
· Inner Dashes
· Floor Insulators
· Floor Mats
Underbody
· Underbody Shields
· Heatshields
· Wheelhouse Outer Liners
· Floor Pans
· Outer Tunnel Insulators
Body Treatment
· Dampers/Stiffeners
· Sealants
· Other Acoustic Parts
July Market introduction of Prime-Light,
a multifunctional lightweight technology
for inner dashes and floor insulators.
Highlights
2015
August Groundbreaking of new plant
in San Luis Potosí, Mexico.
October Successful launch of weight-
and noise-reducing engine covers based
on Theta-FiberCell.
June Around 220 experts attend the
internationally leading specialist event
“Automotive Acoustics Conference”
under the scientific direction of
Autoneum in Zurich, Switzerland.
September Opening of two new US
production facilities in Jeffersonville,
Indiana, and in Monroe, Ohio (UGN).
< Product Portfolio
Autoneum. Mastering sound and heat.
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Autoneum Management Ltd
Dr Anahid Rickmann
Head Corporate Communications
T +41 52 244 83 88
media@autoneum.com
www.autoneum.com