Report on Short Fiscal Year 2010 Management Report Consolidated Financial Statements Auditor’s report 3 32 108 CONTENTS Management Report General EPCOS Group Business segments Industries Regions Research and Development Employees Assets and financial position EPCOS AG Risk report Outlook Subsequent events Consolidated Financial Statements (1) Consolidated income statement (2) Consolidated statement of comprehensive income (3) Consolidated balance sheet (4) Consolidated cash flow statement (5) Consolidated statement of changes in equity Notes to the consolidated financial statements Auditor’s report 3 3 4 6 10 14 15 17 19 21 22 30 31 32 33 34 35 36 38 39 108 EPCOS AG 2010 ● 2 Management report on the financial statements of EPCOS AG, Munich, for the short fiscal year ending March 31, 2010 GENERAL EPCOS AG is a leading manufacturer of electronic components, modules and systems headquartered in Munich/ Germany. With its broad portfolio EPCOS offers a comprehensive range of products from a single source and focuses on fast-growing and technologically demanding markets in the areas of information and communication technology, automotive electronics, industrial electronics and consumer electronics. The EPCOS Group has design and manufacturing locations and sales offices in Europe, Asia, and in North and South America. Electronic components are found in every electrical and electronic device. They are as vital to mobile phones, TVs and notebooks as they are to automobiles, washing machines, energy-saving lamps, industrial machine tools, elevators and electric locomotives. Our products process electrical signals, protect electronic circuits and ensure a reliable power supply. A single car, for example, can contain as many as 10,000 such components. History EPCOS emerged from Siemens Matsushita Components, a joint venture founded in 1989 by Siemens and Matsushita. The company was floated on the Frankfurt and New York Stock Exchanges in 1999. Trading on the New York Stock Exchange was discontinued in 2007. Effective October 1, 2009, EPCOS was combined with the components business of TDK under the roof of the new Japan-based TDK-EPC Corporation (or “TDK-EPC” for short). EPCOS’ listing on all German stock exchanges was discontinued at the start of November 2009. Since March 2010, TDK-EPC Corporation and TDK Germany GmbH have held all shares in EPCOS AG. Short fiscal year and financial reporting Until September 30, 2009, EPCOS AG’s fiscal year ran from October 1 to September 30 of the following year. Effective April 1, 2010, EPCOS’ fiscal year will – pursuant to a resolution by the Annual General Meeting on May 20, 2009 – be aligned with that of TDK Corporation. All subsequent fiscal years will then run from April 1 to March 31 of the following year. EPCOS AG 2010 ● 3 For financial reporting purposes, EPCOS is presenting the six-month period from October 1, 2009, through March 31, 2010, as the short fiscal year 2010-S. Fiscal 2009 – the reporting period that serves as the basis for comparison – was the twelve-month period from October 1, 2008, through September 30, 2009. Since the short fiscal year to March 31, 2010, only covered a six-month period, useful comparison of the data across reporting periods is possible only to a limited extent. In order to enable better comparability a limited selection of key figures is presented for the first 6 months of fiscal 2009 (2009-S). These figures are not audited. EPCOS GROUP Return to profitability; business operating under new TDK-EPC brand EUR million Sales EBIT Net income/ loss Capital expenditure in fixed assets Depreciation and amortization 2009 1,147 -79 -121 103 126 October – March 2009-S 2010-S 546 696 -61 24 -81 7 53 80 64 71 The continuing recovery of the global economy set the pattern for the short fiscal year 2010-S. Starting from a very low level in fiscal 2009, demand for EPCOS products revived – in some cases very considerably – across all industries served and in all regions. This positive business development enabled EPCOS to return to profitability. Sales In the short fiscal year 2010-S, EPCOS’ sales totaled EUR 696 million (EUR 1.147 billion in fiscal 2009). Sales of products for industrial and automotive electronics applications and to distributors experienced the strongest growth in the period under review. Business with manufacturers of information and communication technology and consumer electronics customers also delivered positive sales development. EPCOS AG 2010 ● 4 Earnings EPCOS recorded positive earnings before interest and tax (EBIT) totaling EUR 24 million in the short fiscal year 2010-S (minus EUR 79 million in fiscal 2009). This improvement was essentially due to higher sales. Net income was plus EUR 7 million (minus EUR 121 million in fiscal 2009). Capital expenditure In response to rising demand and the resultant need to increase production capacity, EPCOS invested a total of EUR 80 million in property, plant and equipment in the period under review. This figure is equivalent to more than three quarters of the corresponding capital spend for the whole of fiscal 2009 (EUR 103 million). Almost the entire sum (EUR 77 million) was used to buy tangible assets, so that this figure was higher than depreciation and amortization, which stood at EUR 71 million (EUR 126 million in fiscal 2009). The largest share of capital spending – EUR 36 million – was for the Surface Acoustic Wave (SAW) Components business segment. EPCOS also invested EUR 27 million in Capacitors and Inductors and EUR 17 million in Ceramic Components. New company launched: TDK-EPC Corporation TDK-EPC Corporation was founded in Japan on October 1, 2009. The components business of TDK and EPCOS has since been conducted by this company under the new corporate identity TDK-EPC. The established product brands, EPCOS and TDK, will continue to be used. On October 22, 2009, the resolution by EPCOS’ Annual General Meeting to transfer minority interests to the company’s main shareholder, TDK Corporation, was recorded in EPCOS AG’s commercial register entry. Since the beginning of November 2009, EPCOS AG has no longer been listed as a public company. EPCOS AG 2010 ● 5 BUSINESS SEGMENTS Positive EBIT in all business segments Note: EPCOS uses earnings before interest and tax (EBIT) as a control instrument to assess the operating performance of its business segments. Sales by business segment EUR million Capacitors and Inductors Ceramic Components SAW Components Total sales 2009 500 307 340 1,147 October – March 2009-S 2010-S 249 311 140 193 157 192 546 696 Share of EPCOS’ sales by business segment Capacitors and Inductors Ceramic Components SAW Components 2009 43% 27% 30% 2009-S 45% 26% 29% 2010-S 44% 28% 28% EBIT by business segment EUR million Capacitors and Inductors Ceramic Components SAW Components 2009 -14 -40 -24 2009-S -8 -27 -26 2010-S 3 18 3 All three EPCOS business segments saw sales increase in the short fiscal year 2010-S. The share of sales realized by Capacitors and Inductors rose 1 percentage point to 44 percent. This segment thus once again made the largest contribution to total Group sales. Ceramic Components also increased its share of sales by 1 percentage point to 28 percent. The share of sales generated by the Surface Acoustic Wave (SAW) Components segment declined by 2 percentage points to 28 percent. All business segments recorded positive EBIT in the period under review. Ceramic Components posted the strongest gain, with EBIT rising to plus EUR 18 million. EBIT for the Capacitors and Inductors and SAW Components segments was plus EUR 3 million each. EPCOS AG 2010 ● 6 Individual EPCOS business segments 1. Capacitors and Inductors EUR million Sales EBIT Capital expenditure on fixed assets 2009 500 -14 52 October – March 2009-S 2010-S 249 311 -8 3 30 27 In the Capacitors and Inductors segment, sales totaled EUR 311 million in the short fiscal year 2010-S (EUR 500 million in fiscal 2009). Business in all product groups developed well in the period under review. Capacitors Rebounding demand in the industrial electronics sector in particular had a very positive impact on business with capacitors. Demand was especially strong for aluminum electrolytic and film capacitors for use in systems to generate and distribute power from renewable sources, and for use in other applications to raise energy efficiency. Business with capacitors for automotive electronics applications also developed well. Inductors Sales of inductors also rose. This was essentially due to a return to much stronger demand for components among manufacturers of automotive electronics products. EPCOS supplies this industry with components such as the chokes that keep data communication between dozens of electronic controllers in vehicles free from interference. Business was also positive with the transformers that improve energy efficiency in energy-saving lamps and lamp ballasts, for example, and thereby ultimately reduce consumers’ electricity costs. Earnings Positive business development enabled EPCOS’ Capacitors and Inductors business segment to record EBIT of plus EUR 3 million in the short fiscal year 2010-S (minus EUR 14 million in fiscal 2009). Capital expenditure on fixed assets Capital expenditure on fixed assets for Capacitors and Inductors totaled EUR 27 million (EUR 52 million in fiscal 2009). This money was used mostly to expand production capacity, for example to ramp up volume production at a new factory in Iceland. At this location, our subsidiary Becromal manufactures the aluminum foils EPCOS AG 2010 ● 7 that are needed primarily in the production of aluminum electrolytic capacitors. Another investment project involved the expansion of our inductor plant in Hongqi/ China. 2. Ceramic Components EUR million Sales EBIT Capital expenditure on fixed assets 2009 307 -40 12 October – March 2009-S 2010-S 140 193 -27 18 8 17 Sales at Ceramic Components stood at EUR 193 million in the short fiscal year 2010-S (EUR 307 million in fiscal 2009). In this segment too, business development was positive across all product groups. Piezo actuators The main reason for growth in sales of ceramic components was a return to vigorous demand for products for automotive electronics applications. Sales of piezo actuators, which make the largest single contribution to sales in this segment, thus increased in the period under review. Piezo actuators are key components in the piezo injection systems that enable diesel and gasoline engines to burn fuel very efficiently and with low emissions. Protection devices Business with protection devices likewise developed positively in the period under review. Our broad portfolio in this line includes components such as thermistors, disk varistors and multilayer varistors. These temperature- and voltage-dependent resistors are used mainly in automotive, industrial and consumer electronics applications, where they handle either protection or heating functions. Surge arresters – another ceramic protection device – mostly protect telephone systems against voltage surges, such as those that occur when lightning strikes. Sensors and sensor systems Sales of sensors and sensor systems to all industries served rose in the period under review. EPCOS provides a very broad spectrum of sensors, such as temperature sensors that measure whether operating fluids in machinery (such as oils and coolants) are getting too hot. High-precision pressure sensors are another example. These sensors measure pressure in demanding environments such as hot exhaust gases and fuel vapors. Pressure sensors from EPCOS are also key components in systems that can significantly improve the performance, energy efficiency and environmental impact of combustion engines. EPCOS AG 2010 ● 8 Earnings Thanks to good business development, the Ceramic Components segment significantly improved its EBIT to plus EUR 18 million in the short fiscal year 2010-S (minus EUR 40 million in fiscal 2009). Capital expenditure on fixed assets EUR 17 million (EUR 12 million in fiscal 2009) was spent on fixed assets in the Ceramic Components segment. The bulk of this amount was used to purchase factory buildings that had previously been leased at our facility in Deutschlandsberg/ Austria. Investment was also channeled into new production equipment. 3. SAW Components EUR million 2009 Sales EBIT Capital expenditure on fixed assets 340 -24 39 October – March 2009-S 2010-S 157 192 -26 3 13 36 In the SAW Components segment, sales totaled EUR 192 million in the short fiscal year 2010-S (EUR 340 million in fiscal 2009). Multimedia and mobile communication filters Sales of multimedia and mobile communication filters grew in total. This development was driven by increasing demand for SAW filters for mobile communication applications. In this market context, EPCOS was, for example, able to benefit from the volume roll-out of new UMTS handsets. In these high-end phones, which combine a broad array of functions, EPCOS has an even stronger position than in simpler handsets. UMTS phones also require more SAW filters per handset in total. Integrated radio-frequency (RF) products Besides discrete filters, EPCOS’ portfolio of products for high-end mobile phones also includes a wide range of integrated RF products such as duplexers and ceramic front-end modules. EPCOS also supplies ESD/ EMI protection modules that allow customers to replace more expensive semiconductor components in their mobile handsets. Overall, demand for multilayer ceramic modules improved in the period under review, leading to significant sales growth. EPCOS AG 2010 ● 9 Earnings EBIT for SAW Components was plus EUR 3 million in the short fiscal year 2010-S (minus EUR 24 million in fiscal 2009). Capital expenditure on fixed assets In the period under review, capital expenditure on fixed assets for SAW Components was EUR 36 million (EUR 39 million in fiscal 2009). This amount was used primarily to expand production capacity and ramp up the volume manufacture of new products. INDUSTRIES Unchanged broad and balanced base in target markets Sales by industry EUR million Industrial electronics Automotive electronics Information and communication technology Distributors Consumer electronics Total sales 2009 278 233 287 204 145 1,147 October – March 2009-S 2010-S 143 174 100 159 138 151 99 127 66 85 546 696 Share of EPCOS’ sales by industry Industrial electronics Automotive electronics Information and communication technology Distributors Consumer electronics 2009 24% 20% 25% 18% 13% 2009-S 26% 18% 26% 18% 12% 2010-S 25% 23% 22% 18% 12% As a result of the global economic recovery, sales to all industries served by EPCOS increased in the short fiscal year 2010-S. Sales of products for industrial electronics applications generated the highest sales, driving this industry’s share of total sales up to 25 percent (24 percent in fiscal 2009). Products for automotive electronics applications likewise raised their share of total EPCOS sales to 23 percent by the end of the period under review (20 percent in fiscal 2009). Conversely, sales to customers in the information and communication technology industry declined to 22 percent as a share of total sales (25 percent in fiscal 2009). The share of sales to consumer electronics manufacturers also fell to EPCOS AG 2010 ● 10 12 percent (13 percent in fiscal 2009). Distributors who resell our products saw their share of total sales remain stable at 18 percent. There were thus some significant shifts in the breakdown of EPCOS’ sales by industry. Ultimately, however, the company still maintains a broad and comparatively well balanced base in the markets it serves. Industrial electronics Trend toward greater energy efficiency continues The trend toward greater energy efficiency remains a key driver of growth in EPCOS’ sales of products for industrial electronics applications. Our customers want solutions that help them cut energy consumption by plant and machinery and reduce energy losses during power generation and distribution. In its efforts to save energy, industry is increasingly turning to variable-speed drives. These drives need frequency converters in which our aluminum electrolytic capacitors perform vital functions, such as storing electrical energy and smoothing voltage. Around the globe, action is being taken to improve power factor correction (PFC) in power networks. EPCOS, the global market leader, supplies all key components for PFC systems and is also able to deliver complete solutions containing capacitors, thyristor modules and inductors. All around the world, the renewable energy generated by wind and solar power plants too is growing in importance. In this context, our capacitors are fitted in the converters and inverters that transform generated power so that it can be fed into the grid. A parallel trend that also remains intact – and is also driving EPCOS’ sales of products for industrial electronics applications – is the increasing automation of production facilities in the traditional industrialized countries. Further stimulus continues to come from the modernization and construction of new factories in countries such as China, India and some of the ASEAN states. Manufacturers of lighting systems too need electronic components to make the energy-saving lamps that – in many cases due to legislative changes – are increasingly replacing conventional incandescent light bulbs. Automotive electronics Increasing electronic content in cars The automotive electronics industry remains another central pillar of our business. All three EPCOS business segments supply products to automotive electronics customers, although Ceramic Components accounts for the greater part of these sales. Many of our components and solutions are indispensable to automotive elec EPCOS AG 2010 ● 11 tronics systems and devices. The market’s ever increasing demand for enhanced safety, comfort and – above all – fuel efficiency to help ease the burden on the environment is the key driver of our business in this industry. Accordingly, sales of piezo actuators again accounted for the largest share of our sales to automotive electronics customers in the period under review. Car makers employ piezo fuel injection systems mainly in diesel engines to achieve more exact and finely dosed control of the fuel injection process. This in turn enables engines to burn fuel very efficiently and with lower emissions. Sensors and sensor systems from EPCOS likewise help improve cars’ fuel consumption. For example, they measure the temperature of intake air, exhaust gases, oil and cooling agents. Controllers then analyze this data and use it to optimize engine performance. Our temperature sensors also enable the improved control of airconditioning systems. Our pressure sensors too are, for example, used in exhaust gas recirculation systems that can significantly lower the level of emissions from combustion engines. Electronic systems are also called for in car safety applications. Airbags are now a standard feature in mid-range and compact cars, while ABS and electronic stability programs help shorten braking distances and keep vehicles safely in their lanes. The trend toward ever more information and convenience systems in cars likewise continues. As more and more functions are packed into these systems, it is only natural for their electronic content to increase too. GPS navigation systems and digital audio systems, for example, are increasingly becoming standard equipment even in mid-range and compact cars. Information and communication technology Sales focused mostly on mobile solutions Components and modules that are needed for mobile phones account for about three quarters of EPCOS’ sales to the information and communication technology industry. Mobile phones are increasingly evolving into multifunctional devices that, while supporting more and more applications in addition to telephony, are expected to stay as small and handy as ever. In the future, this trend will necessitate more and more electronic components – especially RF filters and modules. Moreover, as a trendsetter in miniaturization, EPCOS is also benefiting from the fact that space to fit all the necessary component functions on circuit boards is becoming smaller than ever. EPCOS also sells a broad spectrum of products for traditional fixed network communications, including components for the suppression of interference and the protection of telecommunication systems, as well as products for use in the DSL modems that enable high-speed access to the Internet. EPCOS AG 2010 ● 12 Consumer electronics Focus on entertainment and home appliances EPCOS groups entertainment electronics and household appliances together in the consumer electronics category. In the short fiscal year 2010-S, manufacturers of entertainment electronics equipment accounted for more than half of EPCOS’ sales to consumer electronics customers. Our components and modules are as essential to flat-screen HDTVs and DVD and Blu-ray player/ recorders as they are to Internet-ready gaming consoles and MP3 players. In these products, they filter radio-frequency signals, ensure electromagnetic compatibility and protect electronic components against electrostatic discharges. We also manufacture a broad range of products for household appliances – another area in which electronic content is growing. Electromechanical control units are increasingly being replaced by electronic control units, while new technologies are being developed to reduce energy consumption. Distributors Important sales partners for standard components Our distributors are important partners who play a crucial role in ensuring a regular supply of standard components to our customers. They also offer our customers a broad spectrum of services, thereby improving the availability of many of our components. Using distributors as a further sales channel helps us to focus our own sales force, deploy it more efficiently and save on sales costs. Our customers also benefit as they can bundle their purchases of standard components via distributors. This lets them reduce the number of suppliers and cut their costs too. EPCOS AG 2010 ● 13 REGIONS Upswing in all regions Sales by region EUR million EMEA (Europe, Middle East and Africa) of which Germany EMEA without Germany Asia of which Greater China NAFTA Others Total sales 2009 655 315 340 369 232 85 38 1,147 October – March 2009-S 2010-S 316 413 151 200 165 213 167 205 109 131 43 53 20 25 546 696 Share of EPCOS’ sales by region EMEA of which Germany EMEA without Germany Asia of which Greater China NAFTA Others 2009 57% 27% 30% 32% 20% 7% 4% 2009-S 58% 28% 30% 31% 20% 8% 3% 2010-S 59% 29% 30% 29% 19% 8% 4% EPCOS’ sales were up in all regions in the course of the short fiscal year 2010-S, although there were some substantial shifts in the regional breakdown of sales. While the EMEA (Europe, Middle East and Africa) and NAFTA regions saw their shares of EPCOS’ sales increase, Asia’s share of sales declined. EMEA Germany’s share of EPCOS’ sales increased to 29 percent in the period under review (27 percent in fiscal 2009). The contribution made by the other EMEA countries remained unchanged at 30 percent. EPCOS generated more than half its sales in Europe, where leading customers in the automotive and industrial electronics industries are based, as are a number of large customers in the telecommunications sector. Sales to the automotive and industrial electronics sectors in particular experienced very positive development in the period under review. EPCOS AG 2010 ● 14 Asia Asia accounted for 29 percent of EPCOS’ sales in the short fiscal year 2010-S (32 percent in fiscal 2009). While China and other Asian countries saw their share of sales decline, sales revenues rose substantially in absolute terms in these countries in the period under review. In this, the world’s largest regional electronics market, EPCOS is stepping up both production and, increasingly, research and development, as well as basing administrative tasks here. NAFTA EPCOS generated 8 percent of its total sales in the NAFTA region in the period under review (7 percent in fiscal 2009). Although the NAFTA region accounts for a relatively small share of EPCOS’ sales, it remains of vital importance to our business. Many new products and systems are still developed in North America. Decisions about which electronic components from which suppliers are to be approved for use in new applications are also made here. If EPCOS is successfully involved in these design-ins, our solutions play a part in the volume production that follows – much of which now takes place in Asian countries with low labor costs. RESEARCH AND DEVELOPMENT Shaping progress EUR million R&D expenses 2009 80 2010-S 39 In the face of global competition, superior innovation is a decisive success factor, in addition to flawless quality and competitive costs. In-depth knowledge, a wealth of experience and efficient processes are imperative if we are to meet the market’s demands for innovative products and consistently satisfy the ever-changing requirements of our customers. Our impressive capabilities in materials research, process technology and product development enable us to manufacture standard components as well as solutions that are tailored to the needs of individual customers. The outcomes of our innovation give both our customers and ourselves competitive advantages. They also enable us to open promising areas of application and new markets. EPCOS AG 2010 ● 15 Investments in research and development (R&D) prepare the ground for the continual improvement of our processes and products, as well as laying a firm foundation for future growth. EPCOS spent EUR 39 million on R&D in the short fiscal year 2010-S (EUR 80 million in fiscal 2009). This figure is equivalent to 5.6 percent of sales (7.0 percent in fiscal 2009). Energy efficiency, environmental protection and miniaturization – powerful drivers of innovation With its products and solutions EPCOS today is already helping to protect the environment and enable consumers to reduce their energy costs. At the same time the demands for more energy-efficient electrical products and systems are growing ever more important for our business. The trend toward lowering energy consumption and reducing losses during power distribution is clearly visible in all the industries we serve. Accordingly, application areas such as technologies for wind and solar energy or for electromobility are moving more and more into the focus of our R&D work. Miniaturization is a further megatrend in electronics, driven in part by the demand for ever greater functional density in electrical and electronic devices. People want to use these devices to perform more and more different tasks. At the same time, they expect the devices themselves to become ever lighter and more compact. Mobile phones, for example, increasingly boast an array of applications that go well beyond telephony. Modern handsets additionally serve as cameras, MP3 players, navigation systems, TVs and radios, for instance – and also have to incorporate USB, Bluetooth and wireless LAN interfaces for data transfer. High-end mobile handsets in particular are expected to work without problems anywhere in the world too. As a result, one and the same device must support several different mobile communication standards and thus be multiband- and multimode-capable. However, all these extra functions can only be packed into less and less space if the electronic components used become smaller and smaller, or if more and more functions are integrated. EPCOS is one of the miniaturization trendsetters in radio-frequency (RF) applications in particular, manufacturing key components such as RF filter products and modules. Other industries besides mobile communications are also increasingly demanding miniaturized components, however. For them too, EPCOS supplies a series of innovative solutions that fulfill key functions in the applications for which they are built. EPCOS AG 2010 ● 16 EMPLOYEES Stronger demand drives personnel build-up Total employees 2009 Sept. 30, 2009 20,076 ± 2010-S March 31, 2010 +17% 23,431 Employees by segment Capacitors and Inductors Ceramic Components SAW Components Sales/Headquarters Absolute Share of total 2010-S 2009 2010-S March 31, 2010 Sept. 30, 2009 March 31, 2010 15,040 61% 64% 4,271 19% 18% 3,437 17% 15% 683 3% 3% Employees by region China Europe without Germany Asia without China Germany Americas 2010-S 2009 2010-S March 31, 2010 Sept. 30, 2009 March 31, 2010 12,683 49% 54% 3,993 19% 17% 3,397 16% 14% 1,775 9% 8% 1,583 7% 7% As of March 31, 2010, EPCOS employed about 23,400 people worldwide (about 20,100 at the close of fiscal 2009 on September 30, 2009). The number of employees thus rose by 17 percent by the end of the short fiscal year 2010-S. This increase was effected as EPCOS ramped up its production capacity to accommodate both a forceful recovery in demand and the transfer of production of a number of TDK products. The personnel build-up took place almost exclusively in countries with low labor costs. More than half of work force in China 68 percent of our people were employed in Asia in the period under review (65 percent in fiscal 2009). More than three quarters of these people were based in China, the world’s largest regional electronics market, where we now employ 54 percent of our work force. China also accounted for nearly 90 percent of the personnel build-up. Mainly due to the transfer of production of TDK products, our facility in Hongqi in particularly is being expanded significantly. EPCOS AG 2010 ● 17 Our employee base in Europe without Germany shrank by 2 percentage points to 17 percent in the period under review. The corresponding figure in Germany was down 1 percentage point to 8 percent. The Americas’ share of the total EPCOS work force remained unchanged at 7 percent. In absolute terms, the number of employees increased by about 3,300 in countries with low labor costs and by about 50 in countries with high labor costs in the period under review. The proportion of our work force employed in low-labor-cost countries thus rose to 84 percent (82 percent in fiscal 2009). R&D staff numbers increased In the short fiscal year 2010-S, EPCOS raised the total number of people employed worldwide in research and development (R&D) to about 850 (800 in fiscal 2009). Focus on technical expertise in Sales Our worldwide sales and product marketing network is one of the reasons why EPCOS stands for competence and customer orientation in application-specific solutions around the globe. About 800 employees – more than half of whom are engineers and technical experts – are deployed to serve our customers worldwide. EPCOS is thus well prepared to work together with customers and find the best solutions every time. EPCOS AG 2010 ● 18 ASSETS AND FINANCIAL POSITION S&P rating improved further to »A« Balance sheet structure EUR million Equity Debt 2009 2010-S 532 552 758 866 Equity ration and gearing Equity ratio Gearing 2009 2010-S 41% 39% 69% 81% Net cash flow EUR million Net income/loss Depreciation and amortization Change in net current assets Change in provisions and other adjustments 2009 2010-S -121 7 126 71 16 -49 10 2 Net cash provided by operating activities Net capital expenditures (on property, plant, equipment and intangible assets) Payments for the acquisition of businesses and equity investments Net proceeds from the sale of businesses/other Net cash used in investing activities Net cash flow 31 31 -83 -80 -20 --- 3 --- -100 -80 -69 -49 Assets Current assets including cash and cash equivalents rose by EUR 97 million to EUR 685 million in the period under review. Liquidity increased slightly by EUR 5 million to EUR 125 million. Inventories increased by about EUR 40 million, due to volume growth especially toward the end of the short fiscal year. The higher inventory figure also includes a EUR 14 million increase in stocks of materials. This rise can be explained partly by the fact that new projects that will not deliver significant sales revenues until fiscal 2011 were ramped up in the period under review. At the same time, EPCOS built up safety stocks in response to existing and expected shortages of some materials on the market. Both accounts receivable and other short-term financial and non-financial assets were up significantly again as a result of growing sales. EPCOS AG 2010 ● 19 Fixed assets and other long-term assets rose by EUR 30 million to EUR 732 million, primarily due to the increase in intangible assets and property, plant and equipment. Total assets thus stood at EUR 1,418 million on March 31, 2010, a gain of EUR 128 million compared with the figure at September 30, 2009. Shareholders’ equity and liabilities On the liabilities side of the balance sheet, financial debt increased by EUR 53 million to EUR 341 million in the short fiscal year 2010-S. Net financial debt of EUR 446 million at the balance sheet date includes pension liabilities totaling EUR 230 million. Net borrowings thus rose by EUR 64 million in the period under review. For volume reasons, accounts payable increased by EUR 33 million to EUR 152 million. Other short-term financial and non-financial liabilities dropped slightly by around EUR 6 million. Pension liabilities rose by about EUR 32 million due to actuarial effects and reclassification on the balance sheet (see section 6.29 in the notes). Equity rose by EUR 20 million to EUR 552 million (EUR 532 in fiscal 2009). This increase was attributable essentially to net income of plus EUR 7 million, an increase in minority interests and positive exchange rate effects. Conversely, the equity ratio declined by two percentage points to 39 percent (41 percent in fiscal 2009). Due to the further increase in financial debt and pension liabilities while equity rose only slightly, EPCOS’ gearing ratio worsened to 81 percent in the period under review (69 percent in fiscal 2009; without the balance sheet reclassification referred to in section 6.29 of the notes, the comparable figure would have been 72 percent). Gearing is defined as the ratio of financial debt plus pension liabilities (EUR 571 million) less cash and cash equivalents (EUR 125 million) to shareholders’ equity (EUR 552 million). In addition to the liquid funds at EPCOS’ disposal, a credit line of EUR 300 million has been made available by TDK. At the balance sheet date, EUR 250 million had been drawn on this line. On March 31, 2010, EPCOS also had further borrowing arrangements totaling EUR 104 million, of which EUR 30 million had been drawn at the balance sheet date. Future needs for financing can be covered with credit from within the TDK Group. Net cash flow EPCOS’ net cash flow totaled minus EUR 49 million in the short fiscal year 2010-S. At EUR 31 million, net cash provided by operating activities remained roughly unchanged from the previous fiscal year. Net income of EUR 7 million and depreciation and amortization totaling EUR 71 million in particular had a positive impact, while the increase of about EUR 49 million in net working capital had the opposite effect. Net cash used in investing activities (invested in property, plant, equipment and intangible assets) came to EUR 80 million. EPCOS AG 2010 ● 20 Rating improved further On December 18, 2009, Standard & Poor’s again raised our rating, this time from »BBB« to »A«. The »developing« outlook remained unchanged. In addition to the financial support made available by TDK, the reasons for the improvement in the ratings is the fact that combination of TDK’s components business with EPCOS is so far proceeding according to plan and the anticipated improvement in the company’s competitive position as synergies (on cost, for example) are leveraged. EPCOS AG Ratios improved at EPCOS AG too Balance sheet data for EPCOS AG Total assets Shareholders’ equity EUR million 2009 1,114 ± +4.9% 2010-S 1,169 EUR million 562 +6.4% 598 +7.3% 51% 599 51% Share of total assets Non-current assets EUR million Share of total assets 50% 558 50% EPCOS AG, Munich, was created on September 2, 1999, by a change in legal form of Siemens Matsushita Components GmbH, Munich (S+M GmbH). Until August 17, 1999, the latter company had operated under the name Siemens Matsushita Components Verwaltungsgesellschaft mbH, Munich (SMV mbH). Prior to this, the assets of Siemens Matsushita Components GmbH & Co. KG, Munich (S+M KG) had passed to SMV mbH effective July 1, 1999. At the end of the short fiscal year 2010-S, EPCOS AG employed 1,614 people, compared with 1,606 at the close of fiscal 2009. Unlike the consolidated financial statements, which were prepared in accordance with International Financial Reporting Standards (IFRS) as they are to be applied in the European Union, the financial statements for EPCOS AG for the short fiscal year ending March 31, 2010, were prepared in accordance with the accounting principles prescribed by the German Commercial Code (HGB) and the German Stock Corporation Law (AktG). EPCOS AG 2010 ● 21 Sales Substantially better economic developments positively impacted EPCOS AG's sales in the short fiscal year under review. Sales totaled EUR 452 million, equivalent to about 60 percent of sales posted for the whole of fiscal 2009 (EUR 746 million). EPCOS AG accounts for such a large proportion of the Group’s consolidated sales of EUR 696 million because all key Group subsidiaries report their sales for Europe and selected other countries via EPCOS AG. The three business segments made varying contributions to the sales of EPCOS AG. Capacitors and Inductors once again accounted for the largest share of EPCOS AG's sales, contributing 38 percent – unchanged from the previous year – to its total sales. The Ceramic Components segment in particular benefited in the period under review from reviving demand for products for use in automotive electronics applications. This segment saw its share of EPCOS AG’s total sales increase slightly to 31 percent (30 percent in fiscal 2009). Accordingly, SAW Components’ share of total EPCOS AG sales declined by one percentage point to 31 percent (32 percent in fiscal 2009). The regional breakdown of EPCOS AG's sales was shaped in particular by stronger demand from the automotive and industrial electronics industries, causing Germany's share of sales to rise to 42 percent (40 percent in fiscal 2009). The share of sales accounted for by other European countries was slightly down at 38 percent (39 percent in fiscal 2009). The remaining regions saw their share decline to 20 percent (21 percent in fiscal 2009). Earnings EPCOS AG recorded net income of about EUR 36 million in the short fiscal year 2010-S (against a net loss of EUR 17 million in fiscal 2009). This year-on-year improvement was due essentially to higher dividend payouts by foreign subsidiaries totaling EUR 53 million (EUR 15 million in fiscal 2009). Positive volume effects driven by stronger demand also had an effect. Other operating income and expenses were influenced essentially by internal transfer charges and the currency translation result from operations. Capital expenditure EPCOS AG invested a total of EUR 22 million in property, plant and equipment in the period under review. Most of this money was used by the SAW Components segment, primarily to expand production capacity. At EPCOS AG, capital spending for the Capacitors and Inductors segment and the Ceramic Components segment was minimal, as the lion’s share of the production activities of these two segments is already based outside EPCOS AG. EPCOS AG 2010 ● 22 RISK REPORT Reliable risk management EPCOS is exposed to a variety of risks that are inherent to the nature of its business activities. The most urgent challenge facing us is to seize opportunities while seeking to limit our risks. Accordingly, we align our policy on risk with our business strategy. Within the framework of this strategy, we continually take steps to avoid inordinate risks wherever possible. The risks outlined below could impair our business, our financial resources and our earnings. They are not the only risks to which we are exposed. Additional risks of which we are currently unaware or which we currently regard as immaterial could also influence our business. We use financial derivatives to hedge some of the risks described, especially interest and foreign exchange risks. The credit facilities that allow us to finance our global business are denominated in different currencies and have different maturities. Some of them are exposed to the risk of changes in interest rates. Regular analyses of interest risks in the currencies relevant to EPCOS ensure that these risks are reduced to a minimum. In accordance with IFRS, all derivative financial instruments are reported in the consolidated financial statements at their market value. To avert the risk of default, EPCOS selects banks with first-class credit ratings as contractual partners for financial derivatives. EPCOS also uses financial derivatives to avoid risks arising from fluctuations in the market price of precious metals. Details of the derivative instruments that we currently use and have used in the past are provided in the section 6.31 of the notes to the consolidated financial statements. Macroeconomic risks Volatility and cyclical demand patterns are characteristic features of the market for electronic components, modules and systems. Demand is dependent to a larger degree on fluctuations in the global economy. The short fiscal year 2010-S was shaped by a global economic recovery. EPCOS was able to benefit from the improved economic conditions in all industries served and regions. However, fluctuations in energy and material costs and the still significant volatility of exchange rates are continuing to fuel considerable uncertainty on the markets. Therefore, a degree of uncertainty about the wider economic context remains, which makes it difficult to forecast future sales volumes and selling prices. Some of our customers themselves operate in cyclical industries. Their demand for electronic EPCOS AG 2010 ● 23 components, modules and systems thus depends heavily on developments in their own markets. This fact can significantly alter the pattern of sales at EPCOS, which in turn may drive up unit costs. At the same time, adverse conditions make it more difficult to plan production volumes and material consumption, and to forecast our customers’ future delivery requirements. We therefore regularly adjust our inventories to accommodate potential consumption, range of coverage and technical risks. The risk of falling prices is factored into our inventory valuations – and our accounting principles – on an ongoing basis. EPCOS primarily operates in markets subject to fast innovation and very rapid technological change. There is therefore always the danger that we might not respond as quickly as competitors to new market trends and/or technologies, thus losing market share. To minimize this risk, EPCOS invests – compared to its competitors – a relatively large share of sales in research and development. Competition risks The electronic components, modules and systems industry in which we operate is fiercely competitive. As a rule, the prices of our products fall in the course of their life cycle. In this regard, globalization has made the prevailing conditions in this business in particular considerably more difficult. Growing numbers of competitors from Asia, especially China, are penetrating the market with lower prices. For component manufacturers such as EPCOS, it is therefore as vital as ever to quickly develop and market competitive solutions. In this process, there is the risk that ramping up new products will cause unexpectedly high costs and thus negatively affect the earnings situation. EPCOS is meeting these challenges by continually improving the quality of its processes, products and services and by relocating business processes to countries with low labor costs. The goal is to cut costs continually while ensuring that our customers gain maximum benefits from our technological expertise. Accordingly, EPCOS constantly invests in developing and marketing its technologies and products. Credit risks We define credit risk as the risk of financial losses incurred if a contractual partner fails to meet its payment obligations. Credit risk or default risk exists primarily in relation to accounts receivable. To reduce this risk, we define a maximum volume of receivables outstanding for each customer. For this reason, and because of our broad customer base, the amount of receivables outstanding per customer does not reach a level that would pose a threat to the survival of the company should individual customers default. The current amount of receivables outstanding is monitored constantly in the context of our asset management activities. Reminders are issued swiftly as and when amounts become overdue. We also examine the creditworthiness of our customers, obtaining information from the relevant banks as a matter of course. In response to EPCOS AG 2010 ● 24 the increased risk of default due to the financial and economic crisis, we have further expanded our monitoring methods. The maximum default risk for operative accounts receivable is generally equal to the book value. In the past, EPCOS’ customers have never defaulted on significant receivable amounts. Liquidity risks Liquidity risks refer to the danger that EPCOS might no longer be able to meet its payment obligations arising, for example, from payment of interest, the repayment of loans, capital expenditures, taxes, and other payments relating to operating business. EPCOS currently has a credit facility totaling EUR 300 million supplied by the TDK parent company. Part of this facility has been used. Our assumption is that continued availability of both this credit facility and the existing scope of further credit facilities provided by various banks will be assured beyond the current fiscal year. Regarding the further credit facilities provided by banks, we must in the future continue to satisfy the terms of credit covenants, some of which contain performance metrics. In addition to these instruments, we constantly monitor the alternative forms of funding available on the financial markets, including their costs. One primary goal is to maintain EPCOS’ financial flexibility and contain inordinate financing costs and risks. Should the crisis on the international financial markets persist for a prolonged period, this could limit the alternative sources of finance available to us in the future. However, in view of the finances made available by TDK, this would pose no immediate threat to EPCOS. Our long-term liquidity management is based on a rolling three-year plan which determines the Group’s financing structure for the years ahead. To manage liquidity in the short term, regular liquidity forecasts are produced together with rolling estimates of net cash to be provided by and used in operating and investing activities. These measures enable us to respond quickly to any changes, minimize financing risks and optimize the short-term investment returns on excess liquidity. Payment obligations arising from liabilities reported on the balance sheet are pre1 sented in section 6.31 of the notes to the consolidated financial statements. Interest rate risks To a moderate extent, we are subject to the risk of changes in interest rates, as on the one hand floating interest rates have been agreed for isolated loan contracts as is the case with the financing already provided by TDK, and on the other hand our liquidity is invested on a rolling basis for periods of no more than three months. 1 See table "Maturity of financial liabilities" EPCOS AG 2010 ● 25 Details of the scope of floating-rate loans are provided in the notes on financial liabilities (see section 6.22 in the notes to the consolidated financial statements). To reduce our exposure to interest rate risks, Corporate Finance at EPCOS AG supplies Group companies with funds in the form of internal loans and via cash pooling systems, insofar as this is possible and reasonable under country-specific laws. Conversely, Group companies transfer their excess liquidity to Corporate Finance to the extent permitted by local law. EPCOS tracks and monitors only those interest rate risks that affect liquidity. The fair value of fixed-interest loans is determined by their interest rates. However, this risk has no effect on the balance sheet as borrowings are recognized at amortized cost. If the interest rate were to rise by 100 basis points, interest payments on our floatingrate credit facilities (as of March 31, 2010) would increase by EUR 3.0 million per annum. Foreign exchange risks The global nature of our business leads to payment flows in various currencies, of which the euro (EUR), the US dollar (USD), the Japanese yen (JPY) and the Singapore dollar (SGD) remain the most important to the EPCOS Group. Since EPCOS’ companies are exposed to foreign exchange risks, exchange rate hedging is an essential part of our risk management practice. One further factor is that exchange rate fluctuations can improve the cost position of other component manufacturers and thus affect market prices To minimize foreign exchange risks, EPCOS has in recent years transferred more and more of its value added and sourcing processes from Central Europe to countries with lower labor costs. The currencies in many of these countries are more or less closely tied to the US dollar. About 40 percent of EPCOS’ value added is now generated in the extended US dollar area. This has reduced the company’s net risk exposure and softened the impact on earnings due to pressure caused by the US dollar. Imports from US dollar regions however will become more expensive due to the current strength of the US dollar. Foreign exchange risks arise because of cash flows at Group companies that are not denominated in those companies’ presentation currencies. Most such cash flows are in euros, US dollars, Japanese yen or Singapore dollars. To reduce such risks, we are careful to have as many transactions as possible (sales, purchases and financing transactions) agreed in the relevant presentation currencies and to break even on foreign currency items. Residual foreign exchange risks are constantly tracked in our central foreign exchange management system. Appropriate instruments – primarily forward exchange contracts and options – are then used to hedge net amounts denominated in the various currencies, usually for a period of three months. On March 31, 2010, and September 30, 2009, the Group was exposed to the following foreign exchange risks: EPCOS AG 2010 ● 26 Net foreign exchange volume at risk (in EUR million, on March 31, 2010, and on September 30, 2009) 2010-S EUR USD 2009 JPY SGD EUR USD JPY SGD Liquid funds and financial assets 13.5 25.1 36.9 8.7 8.9 16.9 339.8 2.2 Accounts receivable 55.6 231.8 14.7 0.1 57.6 206.9 447.6 0.1 -146.5 -1,820.6 -4.5 -70.7 -130.4 -2,250.1 -4.9 0 0 -21.2 69.2 -1,769.0 4.3 -25.4 Accounts payable -43.4 Foreign currency loans -20.6 Gross foreign exchange risk Estimated future net risk Existing collateral security Net foreign exchange risk -41.2 5.1 -33.4 0 0 59.9 -1,462.7 -2.6 13.9 8.2 -237.3 -10.1 23.8 27.0 -525.4 -8.7 -10.7 -103.8 1,772.9 9.3 -1.0 -75.3 2,248.3 10.3 8.3 26.3 -233.4 3.5 -2.6 11.6 260.2 -1.0 The table below reflects EPCOS’ sensitivity to exchange rates. This sensitivity is indicated by showing the impact on pre-tax profits of a hypothetical 10 percent upward or downward revaluation of the euro against the US dollar, the Japanese yen and the Singapore dollar on March 31, 2010, and on September 30. This analysis also assumes that all other variables – particularly interest rates and exchange rate pairings other than those specified – will remain unchanged. Sensitivity to exchange rates (in EUR million, on March 31, 2010, and on September 30, 2009) 2010-S Result of a 10 percent upward revaluation of the EUR Result of a 10 percent downward revaluation of the EUR 2009 USD JPY SGD USD JPY SGD -1.3 -0.1 -0.7 -0.6 0.1 -0.3 1.6 0.1 0.8 0.7 -0.2 0.4 Procurement risks To avoid delivery shortages and dependence on suppliers of our most important raw materials, EPCOS as a rule maintains alternative procurement sources. In addition, innovation and the constant improvement of our technologies and processes are EPCOS AG 2010 ● 27 instrumental in reducing our requirements for expensive raw materials. Some of our products nevertheless need materials that only a limited number of suppliers can deliver in the required quality, or that are based on raw materials traded on commodity exchanges. In isolated cases, it is therefore possible for supply bottlenecks or fluctuations in prices to occur over which EPCOS has no control. Examples include silver palladium pastes for production of piezo actuators, for example, as well as wafers made of lithium niobate, lithium tantalate and quartz for the manufacture of surface acoustic wave (SAW) components. Product liability and warranty claims We are liable to our customers and end consumers for the quality of our products. Despite comprehensive quality assurance measures, which we regularly monitor and constantly refine and develop, a slight risk remains that individual EPCOS products might be defective. Such defects could cause damage to our customers’ products. Defective products supplied by EPCOS could therefore lead to warranty claims against the company, or to liability claims for damages from customers throughout the entire supply chain as a result of such defects. Moreover, defective products from EPCOS could also impair our marketing success. Personnel risks EPCOS’ success depends on the knowledge, experience, motivation, performance and commitment of its employees. Our human resources policy therefore focuses on nurturing a corporate culture in which a spirit of entrepreneurship and initiative are promoted, encouraged and allowed to develop on all levels and in every part of the organization. To sharpen our competitive edge and continually strengthen our position with respect to rivals, EPCOS must enable its employees – especially its best and most talented ones – to contribute the full extent of their capabilities and thereby deliver top performance. We also employ performance- and success-linked income components and compensation systems in order to increase the motivation of our employees. We are well aware that it is very difficult to replace high performers at short notice. We therefore intensively plan the development of human potential and talent to prevent the loss of such expertise wherever possible, or at least to be able to replace it quickly if necessary. We also recruit experienced and highly qualified experts as required. Information technology risks EPCOS has established a comprehensive system of data lines and networks in order to safeguard its international data traffic. EPCOS faces the following information technology risks: networks can fail, data can be corrupted by operating or program errors, and data can be manipulated or destroyed by external influences. We manage these risks through our regular investments in hardware and software, through the use of virus scanners, firewalls, access controls, and regular data backups, as well as through the use of backup systems. Centralized computer systems are designed EPCOS AG 2010 ● 28 to be highly secure and ensure high availability, so that a total outage of these systems is unlikely. The staff members responsible for the security of information technology monitor and manage these measures constantly. Environmental risks Our global business activities are subject to local environmental legislation and regulations on air pollution, pollution of ground water, waste water treatment, waste disposal, the use and handling of hazardous substances, soil analysis and decontamination, and other issues. Liability risks to our past and present business operations arise from all of these factors. In the future, additional environmental requirements could make it necessary for us to adapt our environmental standards, which are already very strict, to new obligations. This could, for example, drive up production costs and force us to modify our production processes. Opportunities The founding of TDK-EPC Corporation (TDK-EPC) in Japan on October 1, 2009, has created a global leading manufacturer of electronic components, modules and systems – a company with a strong position in all key markets. The outlook for the new company is very promising, given that the components activities of TDK and EPCOS barely overlap and complement each other very well. That holds true in terms of technology and products as well as in terms of customers and sales markets. One benefit is that TDK is well established in Asia, the world’s fastest growing region, especially in the consumer electronics and information technology markets. For its part, EPCOS occupies a strong position above all in Europe in the growing automotive and industrial electronics markets, as well as in the global market for mobile communication applications (see also Management Report, Industries section). In addition to the general opportunities associated with entrepreneurial activity, further opportunities for EPCOS derive from the trends toward greater energy efficiency and better protection of the environment, both of which are impacting all the industries we serve, although to differing degrees. In the automotive industry, for example, the increasingly widespread use of fuel-efficient and environmentally friendly engines plus the issue of electromobility should provide EPCOS with further impetus for growth. We also expect the increasingly broad functionality of mobile handsets to stimulate growing demand for our miniaturized products. In this context, we will benefit from the fact that EPCOS is especially well positioned in the markets for high-end (smart) phones – the market for which is expanding much faster than the market for low-end handsets. A permanent standing as the technology and innovation leader gives EPCOS the chance to sustainably reinforce and improve its position in the various industries EPCOS AG 2010 ● 29 served. Here too, the combination with TDK’s electronic components business gives us the chance, drawing on our shared, stronger and broader base of technological expertise, to develop new products. These are an important prerequisite for the assurance and improvement of our competitiveness and the generation of new business potential. Superior innovation in and the flawless quality of technologies, processes and products are critical factors of success in global competition. Accordingly, EPCOS’ ongoing moves to improve quality – in the context of its zero-defect quality offensive, for example – give the company the chance, on the basis of market-leading quality, to consolidate and improve on its position in increasingly quality-sensitive markets. OUTLOOK Further improvement in business development expected Positive economic forecasts After a severe crisis, the global economy is in total on course for recovery. As a result, EPCOS is now seeing demand for electronic components, modules and systems revive across all industries and regions. Economic research organizations expect the global economy to grow significantly in 2010. The International Monetary Fund (IMF), for example, predicts global growth of 4.2 percent for the calendar year as a whole (against minus 0.6 percent in 2009). In the industrialized countries, the IMF expects output to increase by 2.3 percent (against minus 3.2 percent in 2009). Leading German economic institutes anticipate growth of 1.5 percent in Germany (against minus 5.0 percent in 2009). Unsolved problems on the financial markets could lead to a less favorable macroeconomic development. Moreover, the high national debts of individual countries bear risks for the further recovery of the real economy. Nevertheless, the resulting weakness of the euro improves our competitiveness and could thus actually be beneficial for our business. Capital expenditure less than depreciation; higher productivity In fiscal 2011 (April 1, 2010, through March 31, 2011), EPCOS anticipates a capital spending volume of more than EUR 100 million. This figure will be less than depreciation and amortization in the same period. Money will be invested in increasing capacity and in equipment and production facilities as volume production of new products is ramped up – especially for SAW Components. EPCOS subsidiary EPCOS AG 2010 ● 30 Becromal will also continue with the expansion of a factory in Iceland to produce aluminum foil. EPCOS remains as committed as ever to cutting costs and increasing efficiency. In this context, continually improving the quality of our processes, products and services is one of the most important things we are doing to cut the cost of defects. Wherever it is possible and makes sense, we are transferring business processes to countries with low labor costs, primarily in order to reduce personnel expenses. In the future too, improving productivity will remain another key focus. Moreover, we are expecting the first significant synergy effects from the combination with TDK. Higher sales, significantly better earnings At the time when this report was being prepared (mid-May 2010), EPCOS’ overall sales had returned to pre-crisis levels. Since the economy is gaining momentum and demand for components is rising as a result, we expect to see double-digit year-onyear sales growth against the comparable period of the previous year (sales: EUR 1.30 billion) and significantly positive earnings before interest and tax (EBIT) in fiscal 2011. If the economic climate remains positive beyond fiscal 2011, it is reasonable to assume that EPCOS’ business will continue to develop positively in fiscal 2012 (April 1, 2011, through March 31, 2012). Subsequent events Since the end of the short fiscal year 2010-S, no events have occurred that are of material significance to the earnings, financial and assets position of the EPCOS Group. This document may contain forward-looking statements with respect to EPCOS’ financial condition, results of operations, business, strategy and plans. In particular, statements using the words “expects,” “anticipates” and similar expressions, and statements with regard to management goals and objectives, expected or targeted revenue and expense data, or trends in results of operations or margins are forward looking in nature. Such statements are based on a number of assumptions that could ultimately prove inaccurate, and are subject to a number of risk factors, including changes in our customers’ industries, slower growth in significant markets, changes in our relationships with our principal shareholders, the ability to realize cost reductions and operating efficiencies without unduly disrupting business operations, currency fluctuations, unforeseen environmental obligations, and general economic and business conditions. EPCOS does not assume any obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise. EPCOS AG 2010 ● 31 Consolidated Financial Statements Short Fiscal Year 2010 EPCOS AG 2010 ● 32 1. Consolidated income statement For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Note 2010-S Net sales Third parties Related parties and persons Total net sales Cost of sales Gross profit Marketing and selling expenses Research and development expenses General and administrative expenses Other expenses and income, including foreign exchange gains/ (losses), net Interest income Interest expenses Net (loss)/ income from investments accounted for using the equity method Share of net income from other investments Net loss from other financial income and financial expenses Income before income taxes Current and deferred taxes Profit/ (loss) Attributable to Owners of the parent EPCOS AG Non-controlling interest (Minority interest) 6.4.5 6.4.6 6.11 6.9 6.9 6.10 6.4.7, 6.28 2009 678,304 1,134,521 17,980 12,564 696,284 1,147,085 (576,002) (1,048,870) 120,282 98,215 (49,641) (98,610) (39,027) (79,936) (5,901) (11,736) (2,156) 12,938 1,620 (10,623) 6,493 (27,099) (103) 448 37 (1,557) 12,931 (6,065) 6,866 26 (3,883) (103,144) (17,744) (120,888) 6,731 135 (119,592) (1,296) EPCOS AG 2010 ● 33 2. Consolidated statement of comprehensive income For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Note Profit or loss including non-controlling interest Currency translation adjustment Available-for-sale financial assets Derivative financial instruments Actuarial gains/ losses arising from pensions and similar obligations Other comprehensive income for the period, after tax 1) Total comprehensive income for the period, after tax Attributable to: Non-controlling interest (Minority interest) Owners of the parent EPCOS AG 1) 6.4.4 6.4.12 6.4.11 6.29 2010-S 2009 6,866 20,085 503 731 (120,888) (7,059) 87 8,128 (12,135) (27,724) 9,184 16,049 (26,568) (147,456) 1,663 14,386 (2,328) (145,128) Includes a non-controlling interest (minority interest) of plus EUR 1.5 million (previous period: minus EUR 1.0 million) due to currency translation adjustments. The consolidated statement of comprehensive income includes the gains and losses within equity that are not part of the consolidated income statement. Income tax relating to other comprehensive income in EPCOS Group for the years ending March 31, 2010, and September 30, 2009 amounted to: Tax effects For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Note Available-for-sale financial assets Derivative financial instruments Actuarial gains/ losses arising from pensions and similar obligations 6.4.12 6.4.11 6.29 2010-S 2009 (243) (90) (2,710) (1,011) 3,633 Currency translation adjustments include currency effects of companies accounted for using the equity method in amount of plus EUR 0.3 thousand and minus EUR 0.1 million for the years ending March 31, 2010 and September 30, 2009. EPCOS AG 2010 ● 34 3. Consolidated balance sheet At March 31, 2010, and September 30, 2009 (EUR thousand, except number per share data) Note ASSETS Property, plant and equipment Intangible assets Investments accounted for using the equity method Other non-current financial assets Deferred tax assets Other non-current assets Total non-current assets Inventories Trade receivables Cash and cash equivalents Other current financial assets Income tax receivables Other current assets Total current assets Total assets LIABILITIES AND EQUITY Share capital – 68,628,270 (96,280,000 at September 30, 2009) shares authorized and 66,682,270 shares issued and outstanding at March 31, 2010, and September 30, 2009 Additional paid-in capital Retained earnings Accumulated other comprehensive income Total equity without non-controlling interest Non-controlling interest (Minority interest) Total equity Pensions and similar obligations Other non-current provisions Non-current debt Other non-current financial liabilities Other non-current liabilities Deferred tax liabilities Non-current liabilities and provisions Pensions and similar obligations Other current provisions Trade liabilities Current debt Other current financial liabilities Other current liabilities Income tax liabilities Current liabilities and provisions Total liabilities and equity 6.4.8, 6.12 6.4.9, 6.12 6.4.2, 6.13 6.4.12, 6.31 6.4.7, 6.28 6.4.13, 6.14 6.15 6.4.14, 6.16 6.17 6.18 6.19 6.19 6.19 6.19 6.19 6.29 6.5.4, 6.21 6.22 6.23 6.23 6.4.7, 6.28 6.29 6.5.4, 6.21 6.22 6.23 6.23 2010-S 2009 560,609 66,003 3,273 18,256 63,861 20,478 732,480 257,319 253,040 124,608 14,950 3,270 32,058 685,245 1,417,725 552,828 61,192 3,125 17,588 62,960 4,357 702,050 217,275 213,364 119,475 11,870 2,616 23,404 588,004 1,290,054 66,682 66,682 289,746 169,467 1,643 527,538 24,878 552,416 219,205 12,297 49,257 1,715 9,369 6,610 298,453 10,551 34,598 151,974 291,548 13,762 58,916 5,507 566,856 1,417,725 289,746 162,736 (6,012) 513,152 18,586 531,738 187,622 27,025 50,042 15 9,017 6,550 280,271 10,063 29,034 118,647 238,390 20,172 58,601 3,138 478,045 1,290,054 EPCOS AG 2010 ● 35 4. Consolidated cash flow statement For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Note Cash flows from operating activities Net income (loss) Depreciation of property, plant and equipment Amortization of intangible assets Loss/ (Gain) on sale of property, plant and equipment Deferred tax Share of net income of non-consolidated affiliates and at equity companies Other non-cash items (Increase)/ Decrease in inventories (Increase)/ Decrease in trade receivables and other assets Increase/ (Decrease) in trade liabilities and other liabilities Increase/ (Decrease) in current and non-current accrued expenses Increase in pension liabilities Net cash provided by operating activities Cash flows from investing activities Capital expenditures on tangible and intangible assets, net Increase in financial assets Proceeds from sales of tangible and intangible assets Payment for acquisitions of business and business units, net Investments in associates and unconsolidated companies Net cash used in investing activities Cash flows from financing activities Net increase in current borrowings Proceeds from issuance of non-current debt Principal payments on non-current debt Principal payments under finance lease obligations Repayment of convertible bond Dividends paid to owners of the parent EPCOS AG Issue of share capital Dividends paid to non-controlling interest (Funding)/ Repayment the Contractual Trust Arrangements Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase/ (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of fiscal year Cash and cash equivalents at end of period 6.12 6.12 6.14 6.15 6.21 6.29 6.12 6.12.3 6.4.2 6.22 6.19 6.19 6.16 6.16 6.16 2010-S 2009 6,866 68,002 2,767 1,231 (781) (120,888) 121,854 4,568 (51) 7,553 103 (448) (6,834) (33,532) (41,031) 25,645 4,588 4,247 31,271 19,379 44,610 57,331 (86,491) (22,721) 6,538 31,234 (80,262) (195) 276 (80,181) (83,095) (1,078) 3,771 (18,081) (1,436) (99,919) 52,822 3,281 (5,835) (1,835) (293) 48,140 5,903 5,133 119,475 124,608 173,002 375 (41,888) (1,543) (123,686) (19,929) 503 (292) 1,920 (11,538) 1,290 (78,933) 198,408 119,475 EPCOS AG 2010 ● 36 Additional information on payments received and made Interest received Interest paid Dividends received Cash flows from income taxes, net 2010-S 2009 738 (3,647) (5,794) 2,783 (11,060) 21 (8,885) EPCOS AG 2010 ● 37 5. Consolidated statement of changes in equity For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Accumulated other comprehensive income Share Additional Retained Currency Derivative AvailablePension Total equity attributcapital paid-in earnings translation financial for-sale adjustments able to owners of the capital adjustinstru- financial and similar parent EPCOS AG ment ments assets obligations Balances at September 30, 2008 Dividends Total comprehensive income Issue of share capital Share-based payment Non-controlling effects from first-time consolidation and the capital increase Balances at September 30, 2009 Balances at September 30, 2009 Dividends Total comprehensive income Non-controlling effects from first-time consolidation and the capital increase Balances at March 31, 2010 Noncontrolling interest (Minority interest) Total 66,431 285,332 302,257 4,537 (8,859) 698 23,148 673,544 7,032 680,576 - - (19,929) - - - - (19,929) (330) (20,259) - - (119,592) (6,027) 8,128 87 (27,724) (145,128) (2,328) (147,456) 251 - 4,242 172 - - - - - 4,493 172 - 4,493 172 - - - - - - - - 14,212 14,212 66,682 289,746 162,736 (1,490) (731) 785 (4,576) 513,152 18,586 531,738 66,682 289,746 162,736 (1,490) (731) 785 (4,576) 513,152 18,586 531,738 - - - - - - - - - - - 6,731 18,556 731 503 (12,135) 14,386 1,663 16,049 - - - - - - - - 4,629 4,629 66,682 289,746 169,467 17,066 - 1,288 (16,711) 527,538 24,878 552,416 EPCOS AG 2010 ● 38 6. Notes to the consolidated financial statements 6.1 Supplementary information on the notes to the consolidated financial statements pursuant to section 315a German Commercial Code (Handelsgesetzbuch, HGB) 6.1.1 Statement in accordance with section 313 (2) HGB Subsidiaries at March 31, 2010 (data in accordance with IFRS including purchase price allocations) Affiliates Equity Earnings capital (Losses) EUR EUR thousand thousand Equity interest in % Germany Aktiv Sensor GmbH, Stahnsdorf, Berlin 2,125 (19)* 100 Ernst Herrmann Ingenieur AG & Co. KG, Berlin 4,778 1,414 100 37 - 100 Europe without Germany Becromal Iceland ehf, Akureyri, Iceland 14,324 (1,157) 60 Becromal S.p.A., Mailand, Italy 41,364 (5,304) 100 9,835 (1,442) 100 145,584 (368) 100 43 3 100 EPCOS OHG, Deutschlandsberg, Austria 52,432 (1,152) 100 EPCOS Verwaltungsgesellschaft m.b.H, Deutschlandsberg, Austria 149,832 9 100 2,042 151 100 266 64 100 EPCOS UK Ltd., Bracknell, UK 1,192 62 100 EPCOS Netherlands B.V., Nijmegen, Netherlands 2,906 84 100 247 105 100 Herrmann Beteiligungs GmbH, Berlin Becromal Norway A.S., Notodden, Norway EPCOS Beteiligungs G.m.b.H., Deutschlandsberg, Austria EPCOS Lagerbetriebsgesellschaft m.b.H., Deutschlandsberg, Austria EPCOS SAS, Saint Denis, France EPCOS Nordic OY, Espoo (Helsinki), Finland EPCOS Polska Sp.zo.o, Warsaw, Poland ** EPCOS AG 2010 ● 39 372 19 100 88 63 100 EPCOS Nordic AB, Kista, Sweden 526 71 100 EPCOS Schweiz Vertriebs GmbH, Zurich, Switzerland ** 31 9 100 (13,404) (780) 100 EPCOS s.r.o., Šumperk, Czech Republic 13,601 (1,315) 100 EPCOS Elektronikai Alkatrész Kft., Szombathely, Hungary 37,039 5,479 100 29,362 366 60 101,372 3,794 100 EPCOS (Shanghai), Ltd., Shanghai, China 1,687 328 100 EPCOS (Xiamen) Co., Ltd., Xiamen, China 12,163 148 60 EPCOS (Xiaogan) Co., Ltd., Xiaogan, China 4,075 793 76 EPCOS (Zhuhai) Co., Ltd., Zhuhai, China 15,906 2,929 100 EPCOS (Zhuhai FTZ) Co., Ltd., Zhuhai, China 26,196 7,485 100 3,214 562 100 41,745 6,432 100 3,039 110 53.6 17,852 2,980 100 409 (232) 100 EPCOS KK, Yokohama, Japan 1,897 (298) 100 EPCOS RDC SDN. BHD., Johor Bahru, Malaysia 4,304 3,258 100 11,442 2,037 100 120,680 9,983 100 EPCOS Korea LLC, Seoul, South Korea ** 400 85 100 EPCOS Taiwan Co. Ltd, Taipei, Taiwan ** 192 20 75 EPCOS 2 Portugal LDA, Lisbon, Portugal EPCOS LLC, Moscow, Russia ** EPCOS Electronic Components S.A., Málaga, Spain Asia EPCOS (Anhui) Feida Electronics Co., Ltd, Ningguo City, China EPCOS (China) Investment Ltd., Shanghai, China EPCOS Limited, Hong Kong, China EPCOS Technology (Wuxi) Co., Ltd., Wuxi, China Baoke Electronic (Wuxi) Co., Ltd, Wuxi, China EPCOS India Private Ltd., Nashik, India PT. EPCOS Indonesia, Batam, Indonesia EPCOS SDN. BHD., Johor Bahru, Malaysia EPCOS PTE LTD, Singapore EPCOS AG 2010 ● 40 Americas Becromal of America, Inc., Clinton, Tennessee, USA 6,599 (1,395) 100 Crystal Technology, Inc., Palo Alto, California, USA 7,724 153 100 EPCOS Inc., Iselin, New Jersey, USA 8,676 95 100 22,003 344 100 8,183 (258) 40 EPCOS do Brasil Ltda., Gravataí, Brazil At equity companies Becromal Properties ehf, Reykjavik, Iceland * ** After consideration of profit/loss transfer agreements according to German law Non consolidated companies 6.1.2 Statement in accordance with section 314 (1) No. 4 HGB Personnel expenses for the EPCOS Group amounted to EUR 202.5 million for fiscal 2010 and EUR 378.4 million for fiscal 2009. On average, the Company employed 21,294 people in fiscal 2010 and 19,502 people in fiscal 2009 (part-time employees are calculated on a pro rata basis). Employees Average number in fiscal year Germany Foreign Total 2010-S 1,761 19,533 21,294 2009 1,804 17,698 19,502 6.1.3 Statement in accordance with section 314 (1) No. 9 HGB The following fee expenses for the services of E&Y Wirtschaftsprüfungsgesellschaft GmbH were recognized as expenses in Germany in fiscal 2010 and 2009: Type of fees For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Audits Audit-related fees Tax fees Other fees Total 2010-S (502) (8) (510) 2009 (822) (50) (872) EPCOS AG 2010 ● 41 6.1.4 Statement in accordance with section 160 (1) No. 8 German Stock Corporation Law (Aktiengesetz, AktG) TDK Corporation and affiliated companies a) On October 21, 2008, TDK Germany GmbH, Duesseldorf, Germany, has notified the Company pursuant to section 21 (1) WpHG that its percentage of voting rights in EPCOS AG exceeded the thresholds of 3 percent, 5 percent, 10 percent, 15 percent, 20 percent, 25 percent and 30 percent on October 17, 2008, and amounts to 35.96 percent (23,890,050 voting rights) as per this date. b) On October 5, 2009, TDK-EPC Corporation, Tokyo, Japan, has notified the Company pursuant to section 21 (1) WpHG that its percentage of voting rights in EPCOS AG, exceeded the thresholds of 3 percent, 5 percent, 10 percent, 15 percent, 20 percent, 25 percent, 30 percent, 50 percent and 75 percent on October 1, 2009, and amounts to 95.82 percent (corresponding to 63,897,064 voting rights) as per this date. 30,244,901 of these voting rights, corresponding to 45.36 percent of the voting rights in EPCOS AG, are attributed to TDK-EPC Corporation pursuant to section 22 (1) sentence 1 No.1 WpHG. Voting rights that are to be attributed to TDK-EPC Corporation are held via TDK Germany GmbH which is controlled by TDK-EPC Corporation and whose holdings of voting rights in EPCOS AG amounts to 3 percent or more. On March 31, 2010, TDK-EPC Corporation held 50.5 percent of the voting rights in EPCOS AG, and TDK Germany GmbH held 49.5 percent. 6.1.5 Statement in accordance with section 161 AktG The version of the statement of compliance with the German Corporate Governance Code in accordance with section 161 AktG was provided by the Management Board and Supervisory Board in December 2009, and made available via the Internet on the EPCOS website. EPCOS AG 2010 ● 42 6.1.6 Governing bodies and Compensation report 6.1.6.1. Members of the Supervisory Board Data at March 31, 2010 Klaus Ziegler Chairman; Chairman of the Board of Directors of TDK-EPC Corporation, Japan. Takehiro Kamigama President & Chief Executive Officer of TDK Corporation, Japan; President & Chief Executive Officer of TDK-EPC Corporation, Japan; Director of Toppan TDK Label Co. Ltd., Japan. Prof. Dr. Anton Kathrein Deputy Chairman; Managing Director and General Partner, KATHREINWerke KG. Dr. Bodo Lüttge Former Member of the Management Board of EPCOS AG. Shiro Nomi Senior Vice President of TDK Corporation, Japan; Director of Tabuchi Electronic Co., Ltd, Japan; Director of TDK China Co., Ltd., China; Director of TDK Taiwan Corporation, Taiwan; Director of TDK (Malaysia) Sdn. Bhd., Malaysia; Director of TDK Europe S.A., Luxembourg; Director of TDK Lambda Holdings Inc., USA; Director of TDK-EPC Corporation, Japan; Managing Director of TDK Germany GmbH, Germany; Director of TDK U.S.A. Corporation, USA; Director of TDK Service Corporation, Japan; Director of Toppan TDK Label Co. Ltd., Japan. Prof. Dr. Claus Weyrich Former Member of the Management Board of Siemens AG. EPCOS AG 2010 ● 43 Gültekin Demirel (since March 2, 2010) Member of EPCOS AG Works Council, Munich facility. Peter Geschka (until March 2, 2010) Product Technology Manager at the Surface Acoustic Wave Components Division of EPCOS AG; Member of EPCOS AG Works Council, Munich facility. Martin Heigl (since March 2, 2010) Union Secretary of IG Metall, Munich. Peter Hoffmann Deputy Chairman; Chairman of EPCOS AG Works Council, Heidenheim facility. Michael Leppek (until March 2, 2010) Second Authorized Representative of IG Metall, Munich. Hans-Jörg Napravnik Second Authorized Representative of IG Metall, Heidenheim. Joachim Niestroj (since March 2, 2010) Manager of the division SAW WT of EPCOS AG. Claus Ryschawy Chairman of EPCOS AG Central Works Council; Deputy Chairman of the EPCOS AG Works Council, Munich facility; Chairman of the European Employee Council of the EPCOS Group. Winfried Wolff (until March 2, 2010) Quality System Manager at EPCOS AG. EPCOS AG 2010 ● 44 6.1.6.2. Members of the Management Board Data at March 31, 2010 Gerhard Pegam President and Chief Executive Officer; also responsible for Sales, Corporate Center, Human Resources, Business Group Capacitors (KO), Becromal. Dr. Werner Faber Technology and Quality; Business Groups Film Capacitors (FK), Magnetics (MAG), Piezo and Protection Devices (PPD), Systems, Acoustics, Waves (SAW), Sensors (SEN). Joachim Zichlarz Chief Financial Officer; Business Administration (Finance, Accounting); Information Technology and Logistics, Legal Department, Internal Audit. 6.1.6.3. Compensation of the Supervisory Board Compensation paid to the members of the Supervisory Board totaled EUR 182 thousand in fiscal 2010 (EUR 358 thousand in 2009). 6.1.6.4. Compensation of the Management Board a. Total compensation Total compensation paid to all three members of the Management Board (four in 2009) amounted to EUR 1,260 thousand in fiscal 2010 (EUR 1,553 thousand in 2009). This amount was composed of non-performance-related components totaling EUR 439 thousand (EUR 893 thousand in 2009) and performance-related components totaling EUR 821 thousand (EUR 660 thousand in 2009). Amounts are assigned to the fiscal year for which the performance-related compensation component was paid. As a rule, payment is actually made in January of the following fiscal year. Beginning with fiscal 2010 payment is made in June. Data for the previous year comprise Helmut König for the period up to March 31, 2009 and Joachim Zichlarz for the period starting April 1, 2009. No further long-term incentives based on the share price were granted in fiscal 2010 and 2009. The reason is that, following the takeover by TDK and associated speculation about a squeeze-out, EPCOS' share price no longer representatively reflected the Company's business performance. EPCOS AG 2010 ● 45 b. Other disclosures regarding share-based compensation The stock options granted to the members of the Management Board up to and including fiscal 2007 developed as follows in fiscal 2009 and 2010: Development of the stock options granted in units or in EUR Options outstanding at October 1, 2008 Options exercised in fiscal 2009 Options that expired in fiscal 2009 No. of options Weighted average of exercise prices 227,500 28.72 (137,000) 16.31 (55,000) 64.11 35,500 21.76 35,500 21.76 35,500 21.76 (35,500) - 0 - Weighted average share price on exercise date 20.00 Options outstanding at September 30, 2009 Of which: exercisable options Options outstanding at October 1, 2009 Settlement by cash payment in 2010 Options outstanding at March 31, 2010 On September 30, 2009 the weighted average remaining contract term of the outstanding option was 1.2 years. On March 31, 2010 there were no stock options outstanding. In fiscal 2010 no expenses were recorded for share-based compensation instruments held by members of the Management Board (EUR 37 thousand in 2009). EPCOS AG 2010 ● 46 c. Annual pension commitments Pension commitments on March 31, 2010 made to the three members of the Management Board in fiscal 2010 totaled EUR 363 thousand (EUR 363 thousand in 2009). d. Pension provisions Under HGB accounting, a decrease about EUR 153 thousand was appropriated to pension provisions for members of the Management Board in fiscal 2010 (increase EUR 670 thousand in 2009). Under IFRS, the present value of defined benefit obligations (DBO) for members of the Management Board was EUR 6,132 thousand at March 31, 2010 (EUR 5,819 thousand in 2009). e. Former members of the Management Board and their surviving dependents In fiscal 2010, the Company paid a total of EUR 244 thousand to former members of the Management Board (EUR 288 thousand in 2009). Additional entitlements were either met by Siemens AG or have already been settled. At March 31, 2010, provisions for pension commitments in respect of this group totaled EUR 2,159 thousand under HGB accounting (EUR 2,159 thousand at September 30, 2009). Under IFRS, the present value of defined benefit obligations (DBO) for all pension commitments for former members of the Management Board and their surviving dependants was EUR 3,164 thousand as of March 31, 2010 (EUR 2,921 thousand in 2009). f. Other issues The Company provided neither advances nor credit facilities to members of the Management Board in the period under review, nor did it accept liability for contingencies on their behalf. EPCOS AG 2010 ● 47 6.2 Description of the Company EPCOS AG (the “Company”) is a leading producer and supplier of electronic components, modules and systems with headquarters in Munich/ Germany. The Company has research and design centers and manufacturing facilities in Europe, Asia and the Americas, and a worldwide sales network. Electronic components, modules and systems are used in all types of electronic circuitry. The Company designs its product offerings to meet the needs of its principal customer groups, such as the telecommunication, automotive, consumer and industrial electronics industries and the information technology industry. Customers consist of equipment manufacturers and other companies that make modules or subsystems for equipment and automotive manufacturers, as well as distributors. TDK Corporation, Tokyo, Japan, as ultimate controlling party owns 100 percent voting rights in EPCOS AG as of March 31, 2010 indirectly. According to the Articles of the Company fiscal years run from April 1 until March 31 of the following year. The reporting period for the prior fiscal year runs from October 1, 2008 to September 30, 2009. The period from October 1, 2009 to March 31, 2010 is a short fiscal year. The following fiscal years run from April 1 until March 31 of the following year. Except where explicitly stated otherwise, the presentation currency used in the notes to the consolidated financial statements is the euro (EUR). Where necessary, figures have been rounded on the basis of standard commercial principles. 6.3 Summary of significant accounting policies and basis for presentation EPCOS AG has prepared these consolidated financial statements for the fiscal year ending March 31, 2010 in accordance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB), as adopted by the European Union and the additional requirements of section 315a (1) German Commercial Code (Handelsgesetzbuch, HGB). The financial statements are not entirely comparable because the term of last fiscal includes twelve months whereas the figures of the actual fiscal year include only six months (short fiscal year). The changing of the reporting date from September 30 to March 31 and the corresponding short fiscal year is based on the balance sheet date of TDK Corporation. The management report and group management report were compiled in accordance with German Accounting Standard 5, “Risk reporting” (GAS 5), German Accounting Standard 15, “Management reporting” (GAS 15), and German Accounting Standard 17 “Reporting on the remuneration of members of governing bodies” (GAS 17). EPCOS AG 2010 ● 48 The consolidated financial statements for the fiscal ending March 31, 2010, were released for publication on May 25, 2010, pursuant to a resolution by the Management Board. 6.4 Summary of significant accounting and measurement policies 6.4.1 Consolidation Companies where EPCOS AG exercises effective control in accordance with law are consolidated in line with the regulations of IFRS. Control is deemed to exist if EPCOS can govern the financial and operating policies of a company in order to obtain benefits from its activities. Where necessary, the annual financial statements of subsidiaries are adjusted to adhere to the accounting and valuation principles used in the EPCOS Group. All significant balances and transactions within the Group and all significant intercompany profits arising from such transactions are eliminated from the consolidated financial statements. 6.4.2 Investments in unconsolidated companies/associates Companies that EPCOS does not control but over whose operating and financial policies EPCOS can exercise a significant influence (associates) are stated at equity in the consolidated financial statements. The appropriate share of equity of companies accounted for under the equity method is reported in the consolidated financial statements. Intercompany profits arising from transactions with these companies are eliminated in the consolidated financial statements. Significant influence is generally assumed if EPCOS directly or indirectly controls 20 percent to 50 percent of the voting rights in a company. Indications of impairment lead to an examination of the recognized value. If necessary, this examination is followed by impairment. Where the reasons for an earlier impairment no longer exist, the impairment is reversed and the write-up is recognized in profit and loss. Where fair value cannot be determined reliably or where no market price is available, investments are recognized at cost in the consolidated financial statements. Where indication of impairment exists, impairment tests are performed. Any necessary corrections are recognized in profit and loss. EPCOS AG 2010 ● 49 6.4.3 Consolidated Group The consolidated financial statements include all material German and foreign subsidiaries which EPCOS AG controls directly or indirectly. At March 31, 2010, and September 30, 2009, the following number of companies was consolidated alongside EPCOS AG: March 31, 2010 September 30, 2009 3 36 39 1 40 3 36 39 1 40 Consolidated Germany Foreign At Equity Additions to the consolidated Group in fiscal 2009 consist of the purchase of Becromal group and the newly founded EPCOS (Anhui) Feida Electronics Co., Ltd. (EPCOS Feida). The consolidated financial statements are based on the financial statements prepared of each legal entity as of March 31, 2010, and September 30, 2009. 6.4.4 Foreign currencies 6.4.4.1 Transactions in foreign currencies Purchases and sales effected in foreign currencies are translated at the exchange rate valid at the time of the transaction. Assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate valid on the balance sheet date. The resulting foreign currency gains and losses are recognized in consolidated income statement. 6.4.4.2 Translation of financial statements into euros (EUR) EPCOS presents its financial statements in euros. Balance sheet items reported by subsidiaries for which the euro is not the presentation currency are translated at the spot rate on the reporting date. Items in the income statement are translated at the rate at the transaction date. The resulting translation adjustments are recognized in other comprehensive income. EPCOS AG 2010 ● 50 The major exchange rates used for the currency translation corresponding to one EUR at March 31, 2010, and September 30, 2009, respectively, are as follows: Spot rate US Dollar (USD) Japanese Yen (JPY) Singapore Dollar (SGD) Chinese Renminbi / Yuan (CNY) March 31, 2010 1.3479 125.9300 1.8862 9.1588 Sept. 30, 2009 1.4643 131.0616 2.0653 9.9701 Average rate March 31, 2010 1.3672 124.3333 1.9187 9.3187 Sept. 30, 2009 1.3561 128.5512 1.9948 9.2851 6.4.5 Revenue recognition Sales revenues are recognized when they are realized or become realizable, irrespective of the date of payment. Sales revenues are defined net of discounts, customer incentives, rebates and returns. Interest income and expenses are recognized in the periods in which they occur. Dividends are recognized at the time when a legal entitlement to them exists. They are recognized in profit and loss irrespective of the actual disbursement timing. 6.4.6 Research and development costs Research costs are distinguished from development costs. Research costs are recognized in the period in which they are incurred. Where the criteria for recognition specified by IAS 38 are met, development costs are capitalized. These capitalized costs are then included in other internally generated intangible assets, a subset of intangible assets. In subsequent periods, amortization of capitalized development costs is recognized in income statement as cost of sales. Where capitalized development costs can be assigned to a specific production operation, amortization is spread across the costs of the products concerned. Where the criteria for capitalization of development costs are not met, development costs are recorded under “Research and development costs” as an expense in the appropriate period. 6.4.7 Income taxes Current taxes are recognized at the time when Group income tax liabilities are incurred. Income taxes are calculated using the asset and liability method in accordance with the provisions of IAS 12 (Income Taxes). All liabilities or claims relating to taxes on earnings, capital and property arising during the fiscal year are reflected in the consolidated financial statements pursuant to the relevant tax laws applicable to the individual companies. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial EPCOS AG 2010 ● 51 statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets are thus recognized only insofar as it is probable that they can be utilized in the future with positive taxable income. Deferred tax assets and liabilities are computed using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 6.4.8 Property, plant and equipment Property, plant and equipment are recognized at historical cost less accumulated depreciation and accumulated impairment. Cost includes closure and restoration costs that must be capitalized. Incidental acquisition costs are included as well. Awarded and taken discounts and rebates are deducted from the purchase price. It also includes the material cost of improvements that extend the useful life or increase the capacity of the assets concerned. Maintenance and repair costs are recognized as an expense when they are incurred. Capital expenditure for expansion is capitalized insofar as it increases the value of an asset. Government grants reduce the acquisition cost if they can be assigned to individual assets, i.e. the value of the assets to which they were granted. When property, plant and equipment are disposed of, the associated historical cost and accumulated depreciation and impairments are derecognized. The differences between these amounts and the proceeds from the sale are recognized as income or expense in the consolidated income statement. As a general rule, the following useful lives are estimated for depreciable items of property, plant and equipment: Buildings, exterior fixtures and leasehold improvements 5 to 50 years Machinery and other equipment 5 to 10 years Other assets, office fixtures and fittings 3 to 5 years The EPCOS Group depreciates these assets in using the straight-line method, except where other methods more accurately reflect actual patterns of usage. EPCOS AG 2010 ● 52 6.4.9 Intangible assets With the exception of goodwill, intangible assets are recognized at cost less accumulated amortization and impairment. Scheduled amortization is recorded using the straight-line method over the useful life of an asset. Goodwill is defined as the difference between the purchase price and the fair value of the net assets of an acquired separate entity or a business. Beyond that, intangible assets consist primarily of the acquired customer base, patents, licenses and internally generated intangible assets. Patents are amortized over a maximum of ten years in accordance with the patent certificate. The same period applies to amortization of the customer base. Licenses are amortized in accordance with the terms of the relevant agreements. Internally generated intangible assets are amortized over their probable useful life. Pursuant to IAS 36 (Impairment of Assets), goodwill is not subject to scheduled amortization. The goodwill assigned to business units is tested for impairment at least once a year, or where events indicate an impairment may exist, and written down accordingly as and when necessary. Goodwill impairments cannot be reversed in subsequent periods. 6.4.10 Impairment of long-lived assets The Company tests long-lived assets (including intangible assets) for impairment whenever certain events or changes in circumstances indicate that an asset's carrying amount may no longer be recoverable. In accordance with IAS 36 the carrying amount of such assets is compared with their recoverable amount, which is defined as the higher of their value in use and their fair value less cost to sell. Normally, expert reports are prepared or discounted future net cash flows are estimated to determine the recoverable amount of an asset. Estimates of future net cash flows require management to make assumptions. Actual values may, however, deviate from the estimated values. If an asset's carrying amount is higher than its recoverable amount, the asset is written down by the difference between the carrying amount and the recoverable amount. If the reasons for an earlier impairment no longer apply, assets impairments (with the exception of goodwill) are reversed again. However, any such reversal must not exceed the carrying amount of the asset that would have applied if impairment had not been effected in previous periods. EPCOS AG 2010 ● 53 6.4.11 Financial instruments and hedges The recording of financial instruments takes place on the transaction date of the purchase or sale; this means on the day upon which an obligation to purchase or sell an asset or liability was incurred. Financial instruments consist of original and derivative financial instruments. These instruments are assigned to individual classes and categories for the purposes of internal and external reporting. Since fundamentally different measurement and accounting policies are prescribed for the individual classes and categories, these are explained below: On the assets side, original financial instruments essentially consist of securities, trade receivables and cash and cash equivalents. On the liabilities side, original financial instruments mainly include debt and trade liabilities. Securities are mainly classified as “available-for-sale (AFS) securities” and are measured at fair value. Fair value is determined from the securities’ market or stock market valuations, where these are available. If the fair value of securities is higher than their cost, the difference (less deferred taxes) is recognized in other comprehensive income. If the fair value of securities will probably remain lower than their cost on a permanent basis, the difference is recognized in profit and loss in the consolidated income statement. Receivables resulting from contracts include trade receivables and issued loans (in the Loans and Receivables (LAR) category), for example. These receivables are recognized at amortized cost less impairments. Cash and cash equivalents are recognized at nominal amount. Cash and cash equivalents denominated in non-euro currencies are translated at the exchange rate on the balance sheet date. Debt and trade liabilities (in the Financial Liabilities at amortized Cost, FLAC) are recognized at amortized cost using the effective interest method. IAS 39 (Financial Instruments: Recognition and Measurement) contains regulations governing the accounting and reporting treatment of derivative financial instruments, including certain derivative financial instruments that are embedded in other contracts and hedge accounting. EPCOS uses derivative financial instruments to contain the exchange rate risks, interest rate risks and risks associated with fluctuations in the market price of precious metals. The Company neither uses nor issues derivative financial instruments for trading or speculative purposes. However, to minimize certain risks that are inherent to the nature of its business activities, EPCOS does engage in forward exchange contracts, forward rate agreements and commodity futures transactions. Derivative financial instruments are recognized at fair value both when they are reported for the first time and in subsequent periods. Gains and losses arising from fluctuations in fair value are recognized immediately in profit and loss. EPCOS AG 2010 ● 54 If a derivative financial instrument is used as a cash flow hedge in accordance with IAS 39, the effective portion of the change in the fair value of the hedge is recognized in other comprehensive income. The ineffective portion of the change in the fair value of a cash flow hedge is recognized immediately in profit and loss. Reclassification to profit and loss takes place in the period in which the hedged item is recognized in profit and loss. Where a hedged item ceases to exist, the hedging result is immediately reclassified to profit and loss. Changes in the fair value of derivative financial instruments where the hedge is not designated as such are also recognized in profit and loss (under the category "Financial Liabilities/Assets Held for Trading, FLHfT/FAHfT”). Market/stock market values are used to determine the fair value of derivative financial instruments. For hedging of an underlying operating transaction the results of both the operating activity and the hedging activity are posted in the operating result, within EBIT. For hedging of an underlying financial transaction the results from the underlying and the hedging activities are posted in the financial result, outside EBIT. 6.4.12 Securities EPCOS classifies most of its securities as available-for-sale securities. These securities are recognized at their market value on the balance sheet date. Cumulative unrealized gains and losses are recognized in other comprehensive income. Realized gains or losses and impairments that are probably of a permanent nature are recognized in consolidated income statement. The Company did not make use of the option of designating financial assets or liabilities at fair value through profit and loss upon initial recording. 6.4.13 Inventories Inventories are measured at the lower of cost or net realizable value. Cost is determined primarily using the weighted average method. Cost includes directly attributable material and labor cost and a share of material and production overheads, plus depreciation based on the assumption of normal capacity utilization. 6.4.14 Cash and cash equivalents For the purposes of the consolidated statements of cash flows, EPCOS recognizes all highly liquid financial instruments with original maturities of up to three months as cash and cash equivalents. These items include cash, checks, balances in bank accounts and current investments for periods of less than three months at the time of initial investment. EPCOS AG 2010 ● 55 6.4.15 Financial assets and financial liabilities When booked for the first time, financial assets such as accounts receivable and issued loans are recognized at fair value, which normally corresponds to cost. Subsequently, these financial assets are recognized at amortized cost less potential impairment. When booked for the first time, financial liabilities such as accounts payable and received loans are recognized at cost, which corresponds to the fair value of the consideration received. Subsequently, these liabilities are recognized at amortized cost. 6.4.16 Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the construction period. The capitalized amount increases the basis for the depreciation of the corresponding qualifying asset. 6.4.17 Share-based payment Personnel expenses arising from share-based compensation commitments that EPCOS can fulfill by issuing new shares or purchasing its own shares on the capital market are offset against additional paid-in capital. Personnel expenses arising from stock appreciation rights (SARs) are carried in liabilities, whereby the relevant expenses are spread over the vesting period. The amount of expenses is determined by parameters such as the grant date and the exercise price. 6.4.18 Leasing In accordance with IAS 17 (Leases), the accounting treatment of leasing transactions depends on whether a transaction is classified as a finance lease or as an operating lease. A lease is classified as a finance lease if it transfers to the lessee substantially all the risks and rewards incidental to ownership. Assets leased under finance lease arrangements are capitalized in the consolidated financial statements; corresponding obligations are also carried. Where the Company uses assets under operating lease arrangements, the lease payments are recognized in the consolidated statement of operations as expenses on a linear basis over the lease term. The Company defers income resulting from sale-and-leaseback transactions and recognizes it in profit and loss over the term of the lease (finance leases). Immediate recognition of such income is not permissible. Where a sale-and-leaseback transaction results in an operating lease, profit or loss must be recognized immediately if certain criteria are met. EPCOS AG 2010 ● 56 6.4.19 Statement of Cash flows The statement of cash flows shows how cash inflows and outflows during the reporting periods have changed the Company’s balance of cash and cash equivalents. In accordance with IAS 7, a distinction is drawn between cash flows from operating, investing and financing activities. The balances of cash and cash equivalents reported in the statement of cash flows include highly liquid funds with original maturities of up to three months and whose valuation is subject to only insignificant fluctuations. Cash flows from investing and financing activities are calculated on the basis of payments. Cash flows within operating activities are calculated using the indirect method. The calculations used to prepare the statement of cash flows correct individual items on the balance sheet by adjusting them for non-cash effects (such as currency translation at companies that do not use the euro as their presentation currency, or the addition/removal of companies to/from the consolidated Group). It is therefore not possible to reconcile the full amount of such changes to the resultant discrepancies on the balance sheet. The effect of changes in exchange rates on cash and cash equivalents is, however, presented as a separate item in the statement of cash flows. Cash flow from investing activities denotes the cash inflows and outflows that arise from investments in or the divestment of property, plant, equipment, intangible assets and financial assets. Financing activities cover all cashsettled transactions between either EPCOS and its shareholders or EPCOS and its creditors in the relevant reporting periods. 6.4.20 Structure of the balance sheet and the income statement The consolidated balance sheets of EPCOS AG are prepared in accordance with IAS 1R, which requires assets and liabilities to be split into non-current and current items. Balance sheet items that should normally be realized or settled within twelve months are to be carried as current items. The consolidated income statements are prepared in accordance with the cost of sales format. 6.5 Accounting principles that require significant estimates and assumptions Some accounting principles require the use of significant estimates and assumptions. These principles include complex and subjective evaluations and assessments on the basis of issues that expose them to uncertainty and change. Accounting principles that require significant estimates and assumptions can change over time and significantly influence the presentation of EPCOS’ financial position and performance. These principles can also include the use of management assumptions that, for equally persuasive reasons, could have been different in the same period. The Management Board expressly points out that future events often differ from forecasts, and that estimates routinely have to be adapted in light of the actual developments. EPCOS AG 2010 ● 57 6.5.1 Trade receivables and other receivables Allowances for doubtful receivables include estimates and assessments of individual receivables. These estimates and assessments are based on the creditworthiness of the individual customer, current economic developments and an analysis of historic default records within the portfolio. Country-specific ratings are also taken into account. 6.5.2 Goodwill EPCOS tests goodwill for impairment at least once a year. The Company uses measurement methods that are based on discounted cash flows over the remaining useful life. Cash flow forecasts take account of past experience and are based on management's best estimates of future developments. Cash flows after this planning period (five years) are extrapolated considering economic growth rates. The underlying assumptions, especially economic growth rates, weighted average capital cost (WACC) and tax rate may have a significant influence on the recoverable amount of the cash generating units. 6.5.3 Pensions and similar obligations Defined-benefit plans (for which benefits are due after completion of the employment relationship) are recognized in accordance with IAS 19 “Employee Benefits”. The projected unit credit method is used to determine the present value of defined-benefit obligations and, hence, the service cost. The plan assets are measured at fair value on the balance sheet date and deducted from the present value of the defined-benefit obligations. Actuarial methods require the use of significant actuarial assumptions, including the discount rate, future salary and benefit levels and the expected return on plan assets. Discount rates are based on market rates of return for high quality corporate bonds with similar maturities. Estimates of future salary and pension increases take into account factors such as inflation and past experience. The projected returns on plan assets are calculated subject to due account for historic long-term rates of return, the expectations of the market and the structure of the portfolio. Actual developments may differ from the assumed parameter values. This can lead to actuarial gains or losses, as can changes in the underlying actuarial assumptions. Using an option admitted by IAS 19, EPCOS recognizes actuarial gains and losses directly in other comprehensive income in the period in which they are incurred, i.e. not in profit and loss. In addition, the Company makes contributions to regular pension funds (state pension plans/pension insurance) in accordance with legal stipulations. Unlike in the case of defined benefit plans, the Company is obliged only to make specific contribu- EPCOS AG 2010 ● 58 tions to these defined contribution plans and therefore does not have to report its future obligations. 6.5.4 Provisions The calculation of all provisions – especially provisions for onerous sales contracts, warranties and legal disputes – necessarily involves estimates and assumptions by nature. 6.5.5 Inventories Valuation allowances for inventories are calculated using estimates of market data that take into account pricing, quantity and technical risks and are based on statistical methods and past experience and actual estimation by the management. All these risks are factored into the calculation of impairments. The prices that are later realized on the market may differ from these estimations. 6.5.6 Business combinations Within the scope of business combinations all acquired identifiable assets and liabilities as well as contingent liabilities are measured with their fair value at the acquisition date. The determination of these values of intangible assets and fixed assets requires estimation on a high level. EPCOS uses expert opinions or uses general accepted methods for measurement depending on complexness and kind of assets. The result of measurement depends on forecasts of cash flows and other relevant assumptions for valuation as interest rate. Actual developments can differ from these assumptions. 6.5.7 Deferred tax assets Every closing date, EPCOS evaluates if the future realization of tax benefits is more likely than not regarding the recognition of deferred tax assets. This requires the evaluation and consideration of future positive taxable income over the following five years, tax planning strategies and other positive as negative factors. The recoverability of deferred tax assets as of March 31, 2010 is considerably dependent on the successful implementation of a projected tax planning strategy. The actual realization of these tax benefits is not only dependent on the development of these assumptions, but also on future tax regulations. 6.6 Changes in accounting prescriptions; accounting pronouncements already applied In March 2007, the IASB published a revised version of IAS 23 (Borrowing Costs). EPCOS did not choose the option to capitalize these borrowing costs and recorded these interests directly as an expense in prior fiscal years. The revised version of EPCOS AG 2010 ● 59 IAS 23 is compulsory for fiscal years beginning on or after January 1, 2009. Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset and, therefore, are to be capitalized for future periods. Starting October 1, 2009 EPCOS applies to the revised Standard. The impact on EPCOS’ consolidated financial statements was not material. In September 2007, the International Accounting Standards Board (IASB) published a new version of IAS 1 (Presentation of Financial Statements). It is compulsory for fiscal years beginning on or after January 1, 2009. Starting October 1, 2009 EPCOS applies to the revised Standard. Significant changes primarily concern the presentation of equity and the statements of income. EPCOS divides the presentation of the income statement and statement of comprehensive income into two separate statements (“two statement approach”). In January 2008, the IASB published a new version of IFRS 3R (Business Combinations) and of IAS 27 (Consolidated and Separate Financial Statements). These rules are to be applied for transactions that take place in fiscal years that begin on or after July 1, 2009. The definition of “business” is expended. Therefore more acquisitions could be defined as business combinations. Contingent considerations are to be accounted with their fair value. Adjustments of contingent considerations in following periods are to be reported within gains or losses. Costs of transactions/acquisitionrelated costs, excluding costs for issuing shares or bonds, are to be booked as expense when occurred. Investments in this business before the acquisition are to be accounted at fair value, corresponding gains or losses are reported within income statement. Non-controlling interest (minority interest) are valued either at fair value or in relation to the identifiable assets and liabilities of the acquired business. In addition IAS 27 (revised) requires that changes in the investment in a subsidiary, as long as there is no change in control, are to be reported as transaction within equity. Therefore transactions with non-controlling interests can no longer result in goodwill or gain resp. loss. Starting October 1, 2009 EPCOS applies to the revised standards. Up to now there was no impact on EPCOS’ consolidated financial statements. The revised versions of IAS 39 and IFRS 7, endorsed by the EU on September 9, 2009 are compulsory for July 1, 2008. The standards concern reclassifications of financial instruments. The amendments are regarding the effective date of the endorsed standards because of the financial crises. In March 2009, the IASB issued Improving Disclosures about Financial Instruments (Amendments to IFRS 7 Financial Instruments: Disclosures) which enhances disclosures about fair value measurements of Financial Instruments. A three-level fair value disclosure hierarchy is introduced, that distinguishes fair value measurements by the significance of the inputs used and reflects the availability of observable market inputs when estimating fair values. Amendments are also made to enhance disclosures on liquidity risks, by clarifying the scope of liabilities to be disclosed in a maturity analysis. Starting October 1, 2009 EPCOS applies to the revised Standard. EPCOS AG 2010 ● 60 The information concerning fair value hierarchy is disclosed in note 6.31. Clarifications for disclosures on liquidity risks had no impact on EPCOS’ consolidated financial statements. In May 2008 the IASB issued its first omnibus of amendments to its standards primarily with a view to removing inconsistencies and clarifying wording in several IFRS standards. These amendments are based on individual transitional arrangements, depending on the standard concerned. These standards had insignificant effect on the EPCOS’ accounting but no impact on assets, financial and earnings position of the Company. 6.7 Changes in accounting prescriptions; accounting pronouncements still to be applied In June 2009, the IASB published changes of IFRS 2 (Share-Based Payment). The changes are concerning the reporting of share-based commitments to make cash payments. Application of the changed version of IFRS 2 is compulsory for fiscal years beginning on or after January 1, 2010. The changes had been endorsed by the EU on March 23, 2010. Applying the changes of IFRS 2 will have no material impact on EPCOS’ consolidated financial statements. In November 2009, the IASB issued IFRS 9 (Financial Instruments). This standard deals the classification and valuation of financial instruments. IFRS 9 is the first part of the IASB’s wider project to replace IAS 39. The standard is to be applied for fiscal years beginning on or after January 1, 2013. IFRS 9 had not yet been endorsed by the EU. The standard may have impact on classification and valuation of financial instruments of the consolidated statements of the Company. In November 2009, the IASB issued the revised version of IAS 24 (Related Party Disclosures). The standard simplifies the disclosure requirements for governmental related entities and clarifies the definition of a related party. The revised version has to be applied for annual periods beginning on January 1, 2011. The revised version had not yet been endorsed by the EU. Applying the revised version of IAS 24 will have no material impact on EPCOS’ consolidated financial statements. In April 2009, the IASB issued its second omnibus of amendments within its annual improvement project. These amendments affect the estimation, valuation, and reposting of business transactions, as well as terminological or editorial adjustments. The changes must be applied for the first time in the fiscal year which begins on or after January 1, 2010. Applying these amendments will have no material impact on EPCOS’ consolidated financial statements. In May 2010, the IASB issued its third omnibus of amendments within its annual improvement project, “Improvements to IFRSs”. The changes must be applied for the first time in the fiscal year which begins on or after January 1, 2011. The changes EPCOS AG 2010 ● 61 had not yet been endorsed by the EU. Applying these amendments will have no material impact on EPCOS’ consolidated financial statements. The IASB issued further standards and interpretations. In the meantime some of them are already endorsed by the EU within the framework of European law whereas other are not endorsed. These regulations will have no material impact on EPCOS' consolidated statements. 6.8 Transactions with related parties Transactions with related parties were as follows for the fiscal ending March 31, 2010, and September 30, 2009: Transactions with related parties For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Net sales to TDK Group Others (non-controlling interest) Purchases of inventories and services TDK Group Associated companies Others (non-controlling interest) 2010-S 2009 7,018 10,358 17,376 2 11,527 11,529 (1,935) (5,116) (10,778) (17,829) (481) (2,762) (10,878) (14,121) In fiscal 2010 EPCOS’ Chinese subsidiary EPCOS (Anhui) Feida Electronics Co., Ltd. purchased materials and services from the group of companies of the noncontrolling interest (minority shareholder) Anhui Feida Industry amounting to EUR 10.0 million (fiscal 2009: EUR 10.2 million). Transactions with other non-controlling interests were not material. Net sales regarding other related parties for fiscal 2010 and fiscal 2009 are mainly generated with Anhui Feida Industry. Transactions with related parties were conducted at arm's length at prevailing market rates. EPCOS AG 2010 ● 62 At March 31, 2010, and September 30, 2009, trade/other receivables/liabilities and debt/loans reported in the consolidated balance sheets in respect of related parties were as follows: Amounts due from and to related parties At March 31, 2010, and September 30, 2009 (EUR thousand) TDK Group Trade/ other receivables Trade/ other liabilities Current debt/ loans Associated companies Trade/ other liabilities Debt/ loans from finance lease Others Trade/ other receivables Trade/ other liabilities 2010-S 2009 4,065 (1,405) (250,375) 3,066 (263) (200,380) (806) (20,473) (818) (19,189) 7,401 (376) 5,093 (412) Transactions with related persons were as follows for the years ended March 31, 2010, and September 30, 2009: Transactions with related persons For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) 2010-S 2009 Net sales to Members of the Supervisory Board 604 1,035 Purchases of inventories and services Members of the Supervisory Board (84) (49) Purchases from companies directly or indirectly owned by members of the Supervisory Board are conducted on an arm's length basis. Transactions in fiscal 2010 and 2009 were not considered material for either EPCOS AG or those companies that are directly or indirectly owned by members of the Supervisory Board. Amounts due from related persons At March 31, 2010, and September 30, 2009 (EUR thousand) Members of the Supervisory Board Trade/other receivables 2010-S 2009 173 130 Details concerning compensation of members of the management team and people in key positions are given in the compensation report in note 6.1.6. EPCOS AG 2010 ● 63 6.9 Interest income and interest expenses Interest income from and interest expenses were as follows: Interest income and interest expenses For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Interest income Interest expenses 2010-S 1,620 (10,623) 2009 6,493 (27,099) No interest income or interest expenses on financial assets or liabilities measured at fair value were incurred in the years ending March 31, 2010, and September 30, 2009. 6.10 Other financial income and expenses In particular the results from hedging not directly related to the operating business of the Company are posted in the financial result. 6.11 Other expenses and income, including foreign exchange gains and losses Other expenses totalled EUR 8.2 million in fiscal 2010 and EUR 6.4 million in fiscal 2009. Other income totalled EUR 5.3 million in fiscal 2010 and EUR 17.6 million in fiscal 2009. The Company received research bonuses in Austria totaling EUR 0.7 million in the year ending March 31, 2010, and EUR 2.8 million in the year ending September 30, 2009. Other income in fiscal 2009 includes gains from reimbursements of prior years excessive electricity bills and compensation refunds from TDK. Other expenses in fiscal 2010 include mainly costs from planned decrease in capacity of consolidated companies (fiscal 2009: losses from sale or disposals of assets). Net gains and losses on foreign exchange totalled EUR 0.7 million in fiscal 2010 and EUR 1.8 million in fiscal 2009. EPCOS AG 2010 ● 64 6.12 Fixed assets and intangible assets 6.12.1 Fixed asset schedule Information with respect to changes to the Company’s intangible assets, property, plant and equipment and non-current financial assets is presented in the following fixed asset schedule: Acquisition and production costs At September 30 (EUR thousand) Goodwill Other intangible assets Internally generated intangible assets Intangible assets Land Buildings Technical equipment, machinery and other equipment Construction in progress Property, plant and equipment At equity investments Shares in affiliates Other financial assets Non-current financial assets 2008 Additions from change in group Additions Reclassifications Disposals Translation adjustment 2009 30,515 48,491 4,100 2,604 11,779 - 10,158 5,033 5,855 - (40) - (96) (542) (3) 33,023 75,701 9,130 83,106 12,980 113,417 1,534,625 14,383 18,495 42,251 15,191 9,980 47,323 5,855 (4,061) 1,523 39,736 (40) (158) (23,670) (641) 117,854 (212) 8,707 (3,889) 139,368 (7,110) 1,633,155 44,281 1,705,303 9,074 69,820 35,200 92,503 (43,053) (5,855) (320) (24,148) (1,638) 43,544 (12,849) 1,824,773 5,007 1,353 1,884 - (5,007) (112) 3,125 739 - 19 - - - 758 6,523 12,269 1,353 2,021 3,924 - (816) (5,823) (114) (226) 7,614 11,497 EPCOS AG 2010 ● 65 Accumulated depreciation, amortization and impairments At September 30 (EUR thousand) Goodwill Other intangible assets Internally generated intangible assets Intangible assets Land Buildings Technical equipment, machinery and other equipment Construction in progress Property, plant and equipment At equity investments Shares in affiliates Other financial assets Non-current financial assets 2008 Additions Reversal of impairments Reclassifications Disposals Translation adjustment 2009 14,897 35,371 1,400 4,263 305 - 555 - (20) - 1 (110) - 14,898 40,059 1,705 51,668 441 44,608 1,129,230 4,568 91 5,047 116,716 - 555 (538) (2,664) 2,647 (20) (61) (20,497) (109) 23 (1,039) (2,058) 56,662 17 45,891 1,226,038 1,174,279 121,854 - (555) (20,558) (3,074) 1,271,946 - - - - - - - Net book value At September 30 (EUR thousand) Goodwill Other intangible assets Internally generated intangible assets Intangible assets Land Buildings Technical equipment, machinery and other equipment Construction in progress Property, plant and equipment At equity investments Shares in affiliates Other financial assets Non-current financial assets 2009 18,125 35,642 7,425 61,192 8,690 93,477 407,117 43,544 552,828 3,125 758 7,614 11,497 2008 15,618 13,120 2,700 31,438 12,539 68,809 405,395 44,281 531,024 5,007 739 6,523 12,269 EPCOS AG 2010 ● 66 Acquisition and production costs At March 31, 2010, and September 30, 2009 (EUR thousand) 2009 Additions from change in group Additions Reclassifications Disposals Translation adjustment 2010-S Goodwill 33,023 Other intangible assets 75,701 Internally generated intangible 9,130 assets Intangible assets 117,854 Land 8,707 Buildings 139,368 Technical equipment, machinery 1,633,155 and other equipment Construction in progress 43,544 Property, plant and equipment 1,824,773 At equity investments 3,125 - 1,464 4,491 - (80) - 261 1,761 - 33,284 78,846 13,621 - 5,955 63 15,969 26,641 10,905 16,427 (80) (14,237) 2,022 262 4,712 28,502 125,751 9,032 170,954 1,690,488 - 23,453 66,126 (103) (27,332) - (222) (14,459) - 298 33,774 251 39,741 1,910,215 3,273 Shares in affiliates 758 - - - - - 758 7,614 11,497 - 1,346 1,243 - (1,348) (1,348) 486 737 8,098 12,129 Other financial assets Non-current financial assets Accumulated depreciation, amortization and impairments At March 31, 2010, and September 30, 2009 Goodwill Other intangible assets Internally generated intangible assets Intangible assets Land Buildings Technical equipment, machinery and other equipment Construction in progress Property, plant and equipment At equity investments Shares in affiliates Other financial assets Non-current financial assets 2009 Additions Reversal of impairments Reclassifications Disposals Translation adjustment 2010-S 14,898 40,059 1,705 2,501 266 - - (62) - 5 376 - 14,903 42,874 1,971 56,662 17 45,891 1,226,038 2,767 18 4,162 63,822 - - (62) (12,837) 381 1,354 21,141 59,748 35 51,407 1,298,164 1,271,946 68,002 - - (12,837) 22,495 1,349,606 - - - - - - - EPCOS AG 2010 ● 67 Net book value At March 31, 2010, and September 30, 2009 Goodwill Other intangible assets Internally generated intangible assets Intangible assets Land Buildings Technical equipment, machinery and other equipment Construction in progress Property, plant and equipment At equity investments Shares in affiliates Other financial assets Non-current financial assets 2010-S 18,381 35,972 11,650 66,003 8,997 119,547 2009 18,125 35,642 7,425 61,192 8,690 93,477 392,324 407,117 39,741 560,609 3,273 758 8,098 12,129 43,544 552,828 3,125 758 7,614 11,497 The other financial assets mainly consist of shares in funds. These financial assets are defined as available for sale securities in line with IAS 39. The shares in funds do not have a specified time to maturity. 6.12.2 Property, plant and equipment Depreciation on property, plant and equipment Depreciation on property, plant and equipment was EUR 68.0 million for the year ending March 31, 2010, and EUR 121.9 million for the year ending September 30, 2009. Where evidences indicate impairment may exist, a test for impairment is made. Basis for impairment is the recoverable amount that is defined as the higher amount of an asset’s fair value less costs to sell and its value in use. Value in use is the present value of the future cash flows expected to be arrived from the corresponding cash generating units (CGU). The CGU at EPCOS are the divisions. In case the recoverable amount is less than the carrying amount an impairment needs to be booked. Planned decrease in capacity of consolidated companies resulted in impairment. The depreciation on property, plant and equipment included impairment in the amount of EUR 6.4 million in fiscal 2010 and EUR 0.0 million in fiscal 2009. The impairment is included within “Other expenses and income” in the income statement. The impact on buildings was EUR 1.0 million and EUR 5.4 million on technical equipment, machinery and other equipment. EPCOS AG 2010 ● 68 Reversal of impairment for fixed assets For the fiscal ending March 31, 2010, and September 30, 2009 there had been no reversal of impairments for technical equipment, machinery and other equipment. In case the recoverable amount of an already impaired asset increases, the impairment has to be reversed. The increase of its recoverable amount may not exceed the book value this asset would have without the prior impairment. Government grants Cumulated government grants totalled EUR 4.3 million in the year ending March 31, 2010, and EUR 7.3 million in the year ending September 30, 2009. These funds reduce acquisition and production costs as they can be assigned to specific assets for which they were granted. Most of these grants consisted of government investment subsidies for technical equipment, machinery and other equipment. Borrowing costs Until September 30, 2009 borrowing costs were recognized as an expense in the period in which they are incurred. Since October 1, 2009 borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset are capitalized during the construction period. The capitalized amount increases the basis for the depreciation of the corresponding qualifying asset. The corresponding interest rate for individual outside financing is the specific interest rate. Non-specific outside financing is calculated by using the EPCOS Group capitalization rate of 2.39 percent. In the period ending March 31, 2010 the amount of borrowing costs capitalized is not material. 6.12.3 Goodwill In accordance with IAS 36, goodwill is not subject to scheduled amortization. Instead, it is tested for impairment at least once a year, or where events indicate that an impairment may exist. EPCOS uses measurement methods that are based on discounted cash flows. Cash flow forecasts and other relevant assumptions for valuation take into account past experience and are based on management's best estimates of future developments. Impairment tests are performed at the level of cash-generating units (CGUs) which, at EPCOS, correspond to the divisions. Basis for the impairment test of the second quarter of fiscal 2010 is the forecast of each division. The discounting of the cash flows is calculated with the weighted average capital cost before taxes (WACC) of 9.91 percent (prior fiscal: 9.73 percent) under consideration of an economic growth rate of 2.0 percent (prior fiscal: range of 1.75 percent to 2.0 percent). An impairment would be necessary when the recoverable amount is lower than the carrying amount of the corresponding division. The Company came to the conclusion by testing the goodwill for impairment that there is no need to record an impairment for the actual reporting period. The recover- EPCOS AG 2010 ● 69 able amounts of all cash generating units are higher compared to their carrying amounts. Also after a sensitivity analysis by using a reduced economic growth rate and an increased WACC with an adjustment of 25 basis points (prior fiscal: 25 basis points) there would be no need for an impairment. At March 31, 2010, and at September 30, 2009, goodwill was reported as follows: Goodwill in the business segments At March 31, 2010, and September 30, 2009 (EUR thousand) Capacitors and Inductors Ceramic Components Surface Acoustic Wave Components Total 2010-S 7,064 2009 6,861 7,038 6,983 4,279 18,381 4,281 18,125 Acquisition of businesses – Becromal S.p.A. (Becromal) (EUR million) at date of purchase (October 2008) Assets Intangible assets Property, plant and equipment Other non-current assets Current assets Liabilities Non-current liabilities and provisions Current liabilities and provisions Minority interest Net assets incl. Minority interest Net assets excl. Minority interest Thereof 51% Purchase price Goodwill Carrying amount Fair value 2.7 56.3 6.0 36.4 3.9 57.3 2.9 39.5 38.0 52.7 2.3 10.7 8.4 - 38.0 53.0 2.3 12.6 10.2 5.2 5.5 0.2 In October 2008, EPCOS signed a purchase agreement with Becrolux S.A., Luxembourg, for 51 percent of the shares in Becromal S.p.A. (Becromal). The purchase price (including acquisition cost in an amount of EUR 0.5 million) was EUR 5.5 million, in which no equity instruments of EPCOS shares were issued. The price was paid in total in fiscal 2009. The purchase price allocation was prepared according to IFRS 3 under consideration of the net fair values of the assets and liabilities acquired. The excess of acquirer’s purchase price over the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities is booked as goodwill (EUR 0.2 million). This goodwill represents future synergy and economic benefits from the combination of assets and activities from Becromal with EPCOS Group. EPCOS AG 2010 ● 70 Acquisition of businesses – EPCOS (Anhui) Feida (EUR million) at date of purchase (January 2009) Carrying amount/ Fair value Assets Intangible assets (including goodwill in amount of EUR 2.4 million) Property, plant and equipment Current assets Net assets Thereof 60% Purchase price 10.2 12.5 3.7 26.4 15.8 15.8 At the first quarter of fiscal 2009 EPCOS signed a contract with the Chinese company Anhui Feida Industry Stock Co., Ltd (Anhui Feida) regarding the foundation of EPCOS (Anhui) Feida Electronics Co., Ltd. (EPCOS Feida). The subsidiary develops and manufactures power capacitors for AC. EPCOS Feida is included in the group financial statements since January 1, 2009. 6.12.4 Other acquired intangible assets The following categories of other acquired intangible assets are included in the consolidated financial statements at March 31, 2010, and September 30, 2009: Other acquired intangible assets (finite lives) At March 31, 2010, and September 30, 2009 (EUR thousand) March 31, 2010 Patents, licenses and similar rights Customer lists Other Total other intangible assets Gross 49,674 4,777 24,395 78,846 Net 12,910 1,345 21,717 35,972 September 30, 2009 Gross Net 48,420 13,719 4,705 1,546 22,576 20,377 75,701 35,642 EPCOS AG 2010 ● 71 Amortization of other acquired intangible assets Amortization of other acquired intangible assets (with finite lives) totalled EUR 2.5 million for the year ending March 31, 2010, and EUR 4.3 million for the year ending September 30, 2009. Of these amounts, EUR 1.4 million (2010) and EUR 1.5 million (2009) were recognized mainly as cost of sales in the income statement and EUR 0.7 million (2010) and EUR 1.6 million (2009) as research and development expenses. These intangible assets are expected to have no residual value when their scheduled useful lives expire. In accordance with patent certificates, patents are written off over a maximum of ten years (like the customer list). Licenses are written off in accordance with contractual terms. There was no need to alter the useful lives. With exception of goodwill there are no intangible assets with indefinite useful lives included in the consolidated balance sheets. 6.12.5 Internally generated intangible assets The consolidated financial statements for the fiscal ending March 31, 2010, and September 30, 2009, include the following internally generated intangible assets: Internally generated intangible assets (finite lives) At March 31, 2010, and September 30, 2009 (EUR thousand) March 31, 2010 Internally generated intangible assets Gross 13,621 Net 11,650 September 30, 2009 Gross Net 9,130 7,425 Amortization on internally generated intangible assets Scheduled amortization on internally generated intangible assets was EUR 0.3 million for the year ending March 31, 2010 and was EUR 0.3 million for the year ending September 30, 2009. These amounts were recognized in profit and loss at cost of sales. Internally generated intangible assets will be written off over their probable useful lives. No impairment was necessary for fiscal ending March 31, 2010, and September 30, 2009. EPCOS tests internally generated intangible assets for consideration of impairment at least once a year. Internally generated intangible assets which are not ready for use are tested for impairment at least once a year by comparing net book value with the recoverable amount. The Company uses measuring methods that are based on discounted cash flows. The cash flow forecasts take into account past experience and are based on best management estimates of future developments. These assumptions can have a significant influence. Impairment tests are performed at the level of individual projects and also take into account related property, plant and equipment. Future cash flows that correspond to the assets assignable to these projects form the basis for testing. The period of future cashflows is determined by EPCOS AG 2010 ● 72 the useful life of the assets. Assets are impaired if their value in use is less than the carrying amount of the business unit. In the period under review, EPCOS came to the conclusion that impairments were not necessary in fiscal 2010 and 2009. 6.13 Investments accounted for using the equity method Investments accounted for using the equity method that are included in the consolidated statements for March 31, 2010, and September 30, 2009 report the following key data (figures for 100%, not concerning EPCOS group interest): Key data of investments accounted for using the equity method (EUR million) 2010-S 2009 Assets 22.3 25.8 Liabilities 14.1 18.0 Net sales 5.1 2.7 (0.3) 1.1 Net (loss)/ income 6.14 Inventories, net Inventories, net At March 31, 2010, and September 30, 2009 (EUR thousand) Raw materials and supplies Work in progress Finished products Total inventories, net 2010-S 2009 75,782 57,429 124,108 257,319 61,842 52,012 103,421 217,275 Inventories were net of valuation allowances of EUR 27.8 million at March 31, 2010, and EUR 25.8 million at September 30, 2009. Of these inventories, consignment stocks located at customers accounted for EUR 34.9 million at March 31, 2010, and EUR 26.2 million at September 30, 2009. Due to pricing, quantity and technical risks, impaired inventories totaling EUR 71.6 million at March 31, 2010, and EUR 63.5 million at September 30, 2009, were carried at their net realizable values. EUR 9.4 million of the inventories reported at March 31, 2010, and EUR 7.8 million of the inventories reported at September 30, 2009, was pledged as collateral security. Cost of materials amounted to EUR 241.8 million and EUR 411.0 million for the fiscal ending March 31, 2010, and September 30, 2009. EPCOS AG 2010 ● 73 The following table presents the development in the inventory valuation allowance for the fiscal ending March 31, 2010, and September 30, 2009: Valuation Allowance for Inventories For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Valuation allowance, beginning of year 2010-S 25,818 2009 21,190 Additions 12,160 17,598 (11,110) (13,400) 981 430 27,849 25,818 Use/reversals Currency translation adjustment/other Valuation allowance, end of year 6.15 Trade receivables Trade receivables are presented net of an allowance for doubtful accounts. Of the total amount of accounts receivable, EUR 12.2 million at March 31, 2010, and EUR 9.5 million at September 30, 2009, were pledged to third parties as collateral security. The full amount of all trade receivables is classified under current assets. The table below presents changes to allowances for doubtful accounts for the years ending March 31, 2010, and September 30, 2009: Allowances for doubtful accounts For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) 2010-S 4,457 2009 3,730 Additions charged to the allowances 335 980 Write-offs charged against the allowances (68) (229) 1 (24) 4,725 4,457 Allowances for doubtful accounts, beginning of year Currency translation adjustment/other Allowances for doubtful accounts, end of year Specific allowances totalled EUR 3.2 million for the year ending March 31, 2010, and EUR 3.0 million for the year ending September 30, 2009. In addition, general allowances of EUR 1.5 million for the year ending March 31, 2010, and EUR 1.4 million for the year ending September 30, 2009, were reported based on a collective assessment of the portfolio of accounts. EPCOS AG 2010 ● 74 The age structure of trade receivables, net for the years ending March 31, 2010, and September 30, 2009, was as follows: Age structure of trade receivables, net For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) 2010-S 227,755 2009 196,777 13,943 6,470 Past due between 30 and 90 days 4,205 4,012 Past due greater than 90 days 7,137 6,105 253,040 213,364 Not yet due Past due less than 30 days Total No receivables were factored in the year ending March 31, 2010. Factored receivables (under non-notification factoring arrangements) totalled EUR 9.8 million as of September 30, 2009. Total interest expenses on these transactions amounted to EUR 0.1 million in the year ending September 30, 2009. A similar amount of interest income was reported. 6.16 Cash and cash equivalents There are no material restricted funds within the Company's cash and cash equivalents as of March 31, 2010, and September 30, 2009, respectively. 6.17 Other current financial assets Other current financial assets included receivables from suppliers totaling EUR 2.0 million at March 31, 2010, and EUR 1.7 million at September 30, 2009 and positive market values arising from derivatives totaling EUR 1.2 million at March 31, 2010, and EUR 2.6 million at September 30, 2009. In addition, receivables from contractual based benefits amounting to EUR 1.1 million are recorded at March 31, 2010, and EUR 3.0 million at September 30, 2009. 6.18 Other current assets Other current assets mainly consist of tax receivables (excluding income taxes) totaling EUR 19.2 million at March 31, 2010, and EUR 14.8 million at September 30, 2009, and prepaid expenses totaling EUR 7.0 million at March 31, 2010, and EUR 4.2 million at September 30, 2009. EPCOS AG 2010 ● 75 6.19 Total equity (1) Share Capital At March 31, 2010, the Company had share capital (common stock) amounting to EUR 66,682,270, divided into 66,682,270 registered shares with no par value and a nominal value of EUR 1 per share. (2) Conditional Capital 2004 A resolution by the General Meeting on February 11, 2004, authorized the Management Board, until February 10, 2009, and subject to the consent of the Supervisory Board, to increase the Company’s share capital by part or all of a total of EUR 13,020,000 by issuing new registered shares in return for cash or non-cash contributions (Conditional Capital 2004). In its meeting on January 27, 2010 the Supervisory Board decided to rework the Articles of the Company and to delete Conditional Capital 2004 which became obsolete over time. The corresponding entry in the commercial register was made on March 9, 2010. (3) Conditional capital arrangements / Contingent Capital Resolutions by the General Meetings on September 28, 1999, and February 11, 2004, placed conditional capital totaling EUR 4,960,000 at the Company's disposal to fulfill its obligations arising from stock option plans (Conditional Capital 1999/I totaling EUR 2,480,000 and Conditional Capital 2004/II totaling EUR 2,480,000). In addition, resolutions by the General Meetings on March 6, 2002, and February 11, 2004, placed conditional capital totaling EUR 13,000,000 at the Company's disposal to fulfill its obligations arising from convertible or warrant-linked bonds (Conditional Capital 2002/I totaling EUR 6,500,000 and Conditional Capital 2004/I totaling EUR 6,500,000). The Company (as guarantor) issued on July 16, 2003, a convertible bond with a total nominal value of EUR 126,425,000 by its subsidiary EPCOS Netherlands B.V. (as issuer; formerly: EPCOS Finance B.V.). The bond beared interest at a rate of 2.5 percent. Holders of this convertible bond could convert it to a maximum of 6,500,000 shares in the Company. In fiscal 2008, 1,114,000 new shares with no par value were issued because of share-based compensation. Therefore, share capital increased by EUR 1,114,000. At the same time Conditional Capital 1999/I decreased by EUR 496,000 and Conditional Capital 2004/II decreased by EUR 618,000. In fiscal 2009 holders of the Convertible Bond (issued July 16, 2003) exercised the convertible rights and obtained 218,270 shares with no par value. These share issuance are based on Conditional Capital 2002/I. EPCOS AG 2010 ● 76 In the course of fiscal 2009, the exercise of stock options led to the issue of 33,000 new registered shares with no par value. These 33,000 shares had been taken from Conditional Capital 1999/I. The issue of these new shares in fiscal 2009 added EUR 251,270 to the Company’s share capital. Conversely, Conditional Capital 2002/I was reduced by EUR 218,270 and Conditional Capital 1999/I was reduced by EUR 33,000. The option to issue convertible and warrant-linked bonds of the resolution of the General Meeting on February 11, 2004 wasn’t exercised. The Conditional Capital 2004/I remain unchanged. At September 30, 2009 the Company’s share capital totalled EUR 66,682,270, the Conditional Capital 1999/I was EUR 1,946,000, the Conditional Capital 2002/I was EUR 6,281,730, the Conditional Capital 2004/II totalled EUR 1,850,000 and the Conditional Capital 2004/I was EUR 6,500,000. Within the exercise of the 33,000 stock options in fiscal 2009 the share capital was increased by the exercise price up to the nominal value of the issued shares (EUR 1 per share) to be paid. The excess amount of EUR 469,590 in fiscal 2009 was appropriated to additional-paid in capital. No stock options were exercised in fiscal 2010. In the course of exercising conversion privileges by the holders of the convertible bond issued on July 16, 2003, the share capital increased by the nominal capital of EUR 3,990,000 up to the nominal value per share (EUR 1 per share). The excess amount of EUR 3,771,730 was appropriated to additional-paid in capital. In its meeting on January 27, 2010 the Supervisory Board decided to rework the Articles of the Company and to delete Conditional Capital 2002/I, 2004/I and 2004/II) which became obsolete over time. The corresponding entry in the commercial register was made on March 9, 2010. As of March 31, 2010 the Company has Contingent Capital 1999/I in amount of EUR 1,946,000 at the Company's disposal to fulfill its obligations arising from stock option plans. At March 31, 2010 the Company’s share capital totalled EUR 66,682,270, the Contingent Capital was EUR 1,946,000. EPCOS AG 2010 ● 77 The change in shares outstanding is as follows: Shares outstanding Shares outstanding at September 30, 2008 66,431,000 New shares issued pursuant to the exercise of stock options 33,000 New shares issued pursuant to the exercise of conversion privileges from convertible bond issued July 16, 2003 218,270 Shares outstanding at September 30, 2009 66,682,270 New shares issued pursuant to the exercise of stock options - Shares outstanding at March 31, 2010 66,682,270 The development of Contingent Capital and Authorized Capital is included in the following table: Contingent Capital and Authorized Capital (EUR thousand) As of September 30, 2008 Exercise of stock options and conversion privileges As of September 30, 2009 Deletion of obsolete authorized and conditional capitals stipulated in the Articles of Association of the Company As of March 31, 2010 Conditional 16,829 (251) 16,578 Authorized 13,020 13,020 (14,632) (13,020) 1,946 - (4) Additional Paid-In Capital Additional paid-in capital essentially consists of premiums arising from the issue of shares in EPCOS AG. In fiscal 2009, the issue of new shares and the requirement to report share-based compensation systems caused additional paid-in capital to increase. (5) Retained Earnings Earnings realized but not distributed in recent years by EPCOS AG and earnings realized by its subsidiaries during their standing as consolidated companies account for the bulk of retained earnings. In addition, effects arising from the conversion from US GAAP to IFRS effective October 1, 2006, are also subsumed under this item. The General Meeting on May 20, 2009, agreed to pay a dividend of EUR 19,929,300 or EUR 0.30 per eligible share (before withholding tax and the solidarity surcharge) for the fiscal ending September 30, 2008. This dividend was paid out on May 22, 2009. EPCOS AG 2010 ● 78 In accordance with the German Stock Corporation Act, the amount of income available for distribution to shareholders is based upon the Company's declared profit as reported in its financial statements drawn up on a stand-alone basis in accordance with the German Commercial Code (HGB). Declared profit was EUR 70,826,000 at March 31, 2010, and EUR 52,811,366 at September 30, 2009. The German Stock Corporation Act also defines the rules for acquisition of treasury shares. The Company does not require authorization or the approval of the General Meeting to acquire treasury shares for the purpose of transferring them to employees as part of an employee share purchase plan. In fiscal 2010, the Company neither purchased shares nor reissued shares to its employees in this context. (6) Non-controlling Interest Where EPCOS AG owns less than 100 percent of the shares in a consolidated subsidiary, the non-controlling interest is presented separately on the consolidated balance sheet in light of net income attributable to it in the given period. (7) Capital Management Disclosures EPCOS AG actively manages its capital in line with the strategy of pursuing profitable growth to increase the value of the EPCOS Group. The cornerstone of this strategy is a balanced assets, financial and earnings position. EPCOS AG has no capital requirements anchored in its Articles of Association. The key objectives of capital management are to safeguard the long-term health of the Company and to generate an appropriate return on the funds invested by shareholders in light of the associated risks. Instruments used to manage capital include the focused use of debt and an appropriate dividend policy. EPCOS uses Economic Value Added (EVA) and EBIT as a key metric in managing and allocating its resources. Another key metric is gearing, which is defined as the ratio of financial debt plus pension liabilities less cash and cash equivalents to equity. At March 31, 2010, and September 30, 2009, EPCOS' gearing was as follows: Gearing At March 31, 2010, and September 30, 2009 (in %) Gearing 2010-S 81 2009 69* * In compliance with the reclassification of the balance sheet the value of previous year should have been 72%. See note 6.29 6.20 Paid and proposed dividends The Supervisory Board and Management Board have decided to propose to the General Meeting, that the allocation of net profit in the amount of EUR 70,826,000 for the fiscal ending March 31, 2010 should be carried forward onto new account and no dividend should be paid. The General Meeting on March 2, 2010 approved the proposal of the Supervisory Board and Management Board that the allocation of net EPCOS AG 2010 ● 79 profit in the amount of EUR 52,811,366 for the fiscal ending September 30, 2009 should be carried forward onto new account and no dividend should be paid. In accordance with the resolution approved by the General Meeting on May 20, 2009, for the fiscal ending September 30, 2008, a dividend payment (EUR 0.30 per eligible share) for fiscal 2008, was distributed to shareholders on May 22, 2009. The total amount thus distributed was EUR 19,929,300 (before withholding tax and the solidarity surcharge). 6.21 Provisions Non-current and current provisions carried on the balance sheet changed as follows in the period under review: Provisions (EUR thousand) October 1, 2009 Additions Accretion expense Use Reversal Other adjustments/ currency translation adjustment March 31, 2010 Personnel-related provisions 28,881 4,581 (138) (3,130) (790) (15,702) 13,702 Provisions for onerous sales contracts 6,460 6,539 - (1,402) (2,112) 132 9,617 9,777 1,679 - (1,449) (790) 245 9,462 5,063 580 58 (39) (53) 14 5,623 5,878 3,980 17,359 (80) (1,280) (7,300) (146) (3,891) 59 (15,252) 8,491 46,895 Warranty provisions Provisions for restoration expenses Other provisions Provisions, total 56,059 “Other adjustments” item of personnel-related provisions mainly include reclassifications into “Pensions and similar obligations” (see note 6.29). EPCOS AG 2010 ● 80 The terms of the provisions are included in the following table: Terms of Provisions (EUR thousand) Personnel-related provisions Provisions for onerous sales contracts Warranty provisions Provisions for restoration expenses Other provisions Provisions, total March 31, 2010 Total Due within one year 13,702 7,786 September 30, 2009 Total Due within one year 28,881 6,937 9,617 9,617 6,460 6,460 9,462 9,462 9,777 9,777 5,623 210 5,063 51 8,491 7,523 5,878 5,809 46,895 34,598 56,059 29,034 Personnel-related provisions mainly include provisions for partial retirement (Altersteilzeit) and separation allowances (for March 31, 2010 resp. September 30, 2009: EUR 3.2 million resp. EUR 18.1 million) as well as anniversary cost (for March 31, 2010 resp. September 30, 2009: EUR 5.9 million resp. EUR 6.4 million). 6.22 Current and non-current debt 6.22.1 Financing At March 31, 2010, the Company was able to call on a EUR 300.0 million credit line granted by TDK Europe S.A., seated in Luxembourg. The line was utilized with EUR 250.0 million as per March 31, 2010 and EUR 200.0 million as per September 30, 2009. The syndicated credit facility in the amount of EUR 250.0 million granted until November 2009 by a syndicate of banks led by Bayerische Hypo- und Vereinsbank, The Royal Bank of Scotland and HSBC was cancelled by the Company as per September 18, 2009. In addition, the Company has entered into a number of further borrowing arrangements with international and national banks totaling EUR 103.6 million as per March 31, 2010 and EUR 89.8 million as per September 30, 2009. These borrowing arrangements were used in the amount of EUR 30.2 million at March 31, 2010 as per March 31, 2010 and EUR 22.3 million as per September 30, 2009. EPCOS AG 2010 ● 81 6.22.2 Current debt Current debt was EUR 291.5 million at March 31, 2010, and EUR 238.4 million at September 30, 2009. At March 31, 2010, the current debt includes liabilities against TDK Group in amount of EUR 250.4 million (September 30, 2009: EUR 200.4 million). In addition, other current debt partly consisted of secured bank loans. Other current debt consists of various working capital bank loans with a weighted average interest rate of 1.25 percent in fiscal 2010, and 2.39 percent in fiscal 2009. The Company as guarantor for a convertible bond with a total nominal value of EUR 126.4 million issued on July 16, 2003, by its subsidiary EPCOS Netherlands B.V., prematurely repaid the bond with an amount of EUR 121.0 million on January 8, 2009 due to a change of control by TDK. The outstanding nominal amount of EUR 1.4 million was fully repaid on January 28, 2009 because it was deemed to be immaterial. In November 2008 a nominal amount of EUR 4.0 million was converted into new shares based on TDK’s change of control. 6.22.3 Non-current debt Non-current debt breaks down as follows: Non-current debt At March 31, 2010, and September 30, 2009 (EUR thousand) Total non-current debt Less current installments Non-current debt excluding current installments 2010-S 72,835 23,578 2009 74,662 24,620 49,257 50,042 EPCOS AG 2010 ● 82 Details of currencies, interest rates, maturities and creditors for non-current debt are shown in the table below: Non-current debt including current installments (loans and debentures) At March 31, 2010 (currencies in millions) Principal EUR equivalent Interest rate (in %) Maturity (calendar year) Lender EUR 24.4 24.4 0.26 to 3.95 2010 to 2014 Austrian banking syndicate and government institutions BRL 26.4 11.0 7.60 2010 BNDES Âncora EUR 7.9 7.9 6.0 2010 to 2017 Gewerbepark Heidenheim GmbH EUR 0.1 0.1 2.85 2010 to 2011 Siemens Finance & Leasing GmbH EUR 3.0 3.0 0.0 2010 to 2012 SAP - Leasing EUR 1.9 1.9 0.0 2010 to 2023 Spain – diverse governmental loans EUR 0.4 0.4 4.98 2010 to 2012 Italy – Ministero del Tesoro LEGGE 46 USD 27.6 20.5 13.50 2010 to 2039 Iceland – Capital Lease Becromal Properties ehf EUR 3.7 3.7 15.90 2010 to 2039 Iceland – Capital Lease with Norak ehf Non-current debt including current installments (loans and debentures) At September 30, 2009 (currencies in millions) Principal EUR equivalent Interest rate (in %) Maturity (calendar year) Lender EUR 26.2 26.2 0.071 to 3.95 2009 to 2013 Austrian banking syndicate and government institutions BRL 26.4 10.2 7.85 2009 BNDES Âncora EUR 8.3 8.3 6.0 2009 to 2017 Gewerbepark Heidenheim GmbH EUR 0.1 0.1 2.85 2009 to 2011 Siemens Finance & Leasing GmbH EUR 3.8 3.8 0.0 2009 to 2012 SAP - Leasing EUR 2.2 2.2 0.0 2009 to 2023 Spain – diverse governmental loans EUR 0.8 0.8 4.98 2009 to 2012 Italy – Ministero del Tesoro LEGGE 46 USD 28.1 19.2 12.50 2009 to 2029 Iceland – Capital Lease Becromal Properties ehf USD 5.8 3.9 12.50 2009 to 2029 Iceland – Capital Lease with Norak ehf At the balance sheet date, non-current debt with third parties includes EUR 24.4 million held by the Company's Austrian subsidiary EPCOS OHG. EUR 16.6 million are secured by acceptance of a guarantee. Additionally, further EUR 7.8 million is secured by liens on land. The weighted average interest rates of all the Austrian noncurrent third-party debt at March 31, 2010, and September 30, 2009, were EPCOS AG 2010 ● 83 1.3973 percent and 2.1897 percent respectively. The loan principal is due in semiannual installments over a period of up to four years. The aggregate amounts of non-current debt at March 31, 2010, and September 30, 2009 are, in order of maturity date, as follows: Non-current debt At March 31, 2010 (EUR thousand) (Fiscal year) 2011 2012 2013 2014 2015 Subsequent years 23,578 11,085 6,430 2,463 2,010 27,269 Non-current debt At September 30, 2009 (EUR thousand) (Fiscal year due October 1 till September 30) 2010 2011 2012 2013 2014 Subsequent years 24,620 14,354 6,370 3,500 1,860 23,958 There were no interruptions to the payment flow or other contractual violations for either non-current or current debt in the fiscal year ending March 31, 2010, and September 30, 2009. 6.23 Other current/non-current financial liabilities and other current/ non-current liabilities Other current and non-current liabilities were attributable primarily to personnel liabilities of EUR 55.5 million, of which EUR 52.5 million were current liabilities (fiscal 2009: EUR 56.4 million, of which current: EUR 54.9 million). Other current and noncurrent financial liabilities include negative market values arising from derivative instruments and similar liabilities. 6.24 Restructuring Relentless cost pressure due to international competition makes it necessary for the Company to restructure by adjusting capacity and accelerating relocations to coun- EPCOS AG 2010 ● 84 tries with low labor costs. In fiscal 2010 restructuring expenses mainly occurred in Germany (2009: Germany and Austria). Restructuring costs in amount of EUR 0.7 million in fiscal 2010 (EUR 11.1 million in fiscal 2009) include personnel costs in total. These restructuring costs mainly impact the cost of sales. EPCOS paid EUR 2.8 million in fiscal 2010 and EUR 16.0 million in fiscal 2009. The development of provisions and liabilities for personnel restructuring costs during fiscal 2010 and 2009 was as follows: Development of provisions and liabilities for restructuring costs (EUR thousand) Provisions and liabilities At September 30, 2008 12,524 Increase in provisions/liabilities, net 11,079 Amount netted against the CTA Used (16,885) At September 30, 2009 Increase in provisions/liabilities, net Change of CTA Used At March 31, 2010 6.25 536 7,254 655 (67) (4,159) 3,683 Contingent liabilities The contingent liabilities in amount of EUR 1.5 million as of March 31, 2010, and EUR 6.2 million as of September 30, 2009 mainly include lawsuit (contingent liabilities arising from the purchase of real estate and lawsuit in fiscal 2009). The potential cash payment is mainly expected in the next fiscal year. In addition to these specific contingent liabilities, the Company is exposed to general risks arising from its general business activities. These risks are briefly explained below: The Company and its subsidiaries are party to litigation and proceedings relating to a variety of issues. In the opinion of the Management Board, based on the advice of counsel handling such litigation and proceedings, adverse outcomes, if any, will not result in a material effect on the Company’s consolidated financial situation or earnings. EPCOS AG 2010 ● 85 The Company and its subsidiaries are subject to extensive environmental regulation in the jurisdictions in which they operate, including requirements governing emissions, effluents and the storage of hazardous materials and waste. These requirements will continue to be significant to the Group’s future operations. In the past, the Company has occasionally been held liable for the remediation of soil or groundwater contamination at its facilities. To date, however, significant penalties or fines have been imposed on neither the Company nor its subsidiaries. Notwithstanding, the Company or its subsidiaries may in future be constrained to fulfill requirements, be held liable or be exposed to penalties or fines in relation to environmental regulation. Because some of the Company’s facilities are located very close to those of other companies or are even shared with other companies, the Company may, in isolated cases, also have to answer claims relating to issues for which neither the Company itself nor its subsidiaries are responsible. Nor can the possibility be ruled out that future amendments to environmental legislation may compel the Company and its subsidiaries to assume substantial financial burdens that could have a significant negative impact on the Company’s financial situation and earnings. As of March 31, 2010 open purchase orders for property, plant and equipment amount to EUR 42.8 million. 6.26 Leases a) Operating leases The Company currently leases several facilities for manufacturing, company management and administration, as well as some production equipment under operating lease agreements. Future minimum lease payments from operating leases that cannot be terminated were as follows at March 31, 2010 and September 30, 2009: Future minimum lease payments Operating leases At March 31, 2010, and September 30, 2009 (EUR thousand) Less than one year Between one and five years More than five years Total 2010-S 13,573 28,060 4,523 46,156 2009 13,938 29,636 8,374 51,948 In the year ending March 31, 2010, and September 30, 2009, expenses of EUR 8.5 million (EUR 18.4 million) arising from operating lease agreements were recognized in profit and loss. EPCOS AG 2010 ● 86 b) Finance leases In September 2007, EPCOS concluded a finance lease in the form of a sale-andleaseback agreement for land and buildings at its Heidenheim site. The ten-year lease is carried as a finance lease in which the present value of the leasing payments corresponds to the liabilities arising from the finance lease. EPCOS has the option of extending the lease for two five-year periods. The basic monthly rent will be adjusted by 3 percent on January 1, 2011, and again on January 1, 2014, and assuming exercise of the two options, 3 percent every three years during the option periods. The sum of minimum future payments arising from non-cancelable subletting arrangements was EUR 0.2 million in the fiscal year ending March 31, 2010, and EUR 0.3 million in the fiscal year ending September 30, 2009. Becromal Iceland ehf, which is newly consolidated in EPCOS group in 2009, signed a rent agreement for commercial properties as a lessee with Becromal Properties ehf in fiscal 2009. The lease was carried as a finance lease in which the present value of the leasing payments corresponds to the liabilities arising from the finance lease. In addition the lessee has the option to extend this agreement. The monthly rent is 1 percent of the total construction value. In addition Becromal Iceland ehf signed also a finance lease agreement concerning fixtures and furniture over a time period of 15 years. The monthly rent is 1.2 percent of total construction cost. This contract was changed in fiscal 2010 to twenty years with an option to extend this agreement for ten years. The time period for the disclosure of these contracts was extended to 30 years, the expected useful life. In fiscal 2009, EPCOS concluded a finance lease in the form of a sale-and-leaseback agreement for licenses sold to third in an amount of EUR 4.5 million. No gain was recognized from this transaction. This agreement is recorded as a finance lease transaction. The minimum term of lease is 36 months. After the minimum term beginning April 1, 2009 EPCOS will receive the ownership. Assets arising from finance leases are written down over the shorter of their estimated useful life or the term of the lease. At the same time, the corresponding liability is amortized over the same period using the effective interest method. Minimum lease payments arising from finance leases that cannot be terminated and the present values of these payments were as follows: EPCOS AG 2010 ● 87 Future minimum lease payments and present values At March 31, 2010, and September 30, 2009 (EUR thousand) 2010-S Minimum lease More than five years Total Present lease Present payments Interest values payments Interest values 6,690 949 5,741 5,784 2,917 2,867 22,215 5,470 16,745 20,242 11,501 8,741 96,807 125,712 84,131 90,550 12,676 35,162 57,820 83,846 34,181 48,599 23,639 35,247 Less than one year Between one and five years 2009 Minimum At March 31, 2010, the consolidated balance sheet contained land and buildings valued at EUR 26.2 million (September 30, 2009: EUR 27.0 million) and technical equipment, machinery and other equipment valued at EUR 3.9 million (September 30, 2009: EUR 4.0 million) resulting from finance lease agreements. Prior year figures were adjusted because of reclassifications. Licenses in an amount of EUR 4.5 million are presented in balance sheet as of March 31, 2010 (September 30, 2009: EUR 4.5 million). 6.27 Share-based compensation Stock option plans Share-based compensation EPCOS Stock Appreciation Rights Plan 2007 In December 2007, the Management Board and the Presidential Committee appointed by the Supervisory Board ratified the EPCOS Stock Appreciation Rights Plan 2007 (SARP 2007). Under this plan, the Presidential Committee is authorized to grant non-transferable stock appreciation rights to the members of the Management Board, while the Management Board is authorized to grant non-transferable stock appreciation rights to selected managing directors of subsidiary companies and to other executives in key positions within the EPCOS Group. The value of these stock appreciation rights is linked the development of the EPCOS share price. The plan is a cash-only plan, each tranche of which has a three-year term after which payment is made automatically if the stock appreciation rights are in the money. The rights may be cashed in prematurely only if a change of control occurs (e.g. if a third party acquires a majority of EPCOS AG's shares). The settlement amount is calculated from the difference between what is known as the closing price (the average of the EPCOS share's closing prices in Xetra trading on all trading days in the last 30 calendar days of the term) and what is known as the issue price (the average of the EPCOS share's closing prices on the last five trading days prior to issue). A further precondition of payment is that the share price must have reached 115 percent of the issue price at least once during the term of the tranche. Finally, the settlement EPCOS AG 2010 ● 88 amount is limited insofar as the closing price may not exceed 250 percent of the issue price. 621,000 SARs were already issued in the initial and as of now only one tranche on December 17, 2007. Due to the purchase of the majority of EPCOS AG shares by TDK Group (Change of Control) the remaining 606,000 SARs were paid out ahead of schedule in the three months ended in December 31, 2008. During fiscal 2009, the Group recognized expense of EUR 0.07 million. The SARP 2007 was preceded by two regular stock option plans, the basic principles of which are explained below. EPCOS Stock Option Plan 1999 Effective October 13, 1999, an extraordinary shareholders’ meeting adopted a stock option plan (EPCOS Stock Option Plan 1999). The plan had a term of five years. Under this plan that was terminated by the shareholders’ meeting on February 11, 2004, members of the Management Board, directors of subsidiaries and other eligible key employees could be granted non-transferable options to purchase up to 2,480,000 shares at 115 percent of the average closing market price of the Company’s shares during the five day period immediately before the date of grant. For options granted immediately before the Company’s initial public offering, the exercise price was 115 percent of the subscription price of EUR 31 per share. The Supervisory Board of the Company decided annually on the number of options to be granted to the Management Board. In turn, the Management Board and the governing bodies of the group companies decided annually on the number of shares to be granted to the other eligible employees. Options granted under the plan can be exercised during the five-year period starting two years after the options are granted, provided that the share price has reached or exceeded the exercise price on at least one day since the grant date. In connection with the EPCOS stock option plan 1999, Conditional Capital of the Company in the amount of up to EUR 2,480,000 was created for the issuance of up to 2,480,000 additional shares with no par value and a nominal value of EUR 1 each. The Conditional Capital became effective on October 13, 1999, when it was recorded in the German Commercial Register. EPCOS Stock Option Plan 2004 In the shareholders’ meeting of February 11, 2004, the shareholders approved the since terminated EPCOS Stock Option Plan 2004. Under this plan a maximum of 2,480,000 options may be issued to the members of the Management Board of EPCOS AG, to managing directors of EPCOS affiliates and to other selected executives until February 10, 2007. The Supervisory Board of EPCOS AG decided on the number of options to be granted to the Management Board, and the Management Board on the number of options to be granted to the other eligible persons. The exercise price amounts to 115 percent of the base price, i.e. the average opening market price of EPCOS AG shares on the five trading days before the grant date. The exercise price is also the performance hurdle. The options may only be exer- EPCOS AG 2010 ● 89 cised after the expiration of a vesting period. This vesting period begins one week after the grant date and runs for at least two years. The option rights may be exercised during the five years following the vesting period. Instead of shares issued from Conditional Capital 2004/II of originally EUR 2,480,000 created for this purpose, the eligible persons may, at the discretion of the Company, be granted treasury shares repurchased from the stock market or paid cash settlement. The shares, to be issued from the Conditional Capital 2004/II, have no par value and their nominal amount is EUR 1 each. In the event of extraordinary, unforeseen developments, the Supervisory Board and the Management Board are authorized to introduce a cap on possible gains from stock options. In fiscal 2009 a total of 653,500 options were exercised. Thereof 33,000 options were settled by using conditional capital placed for Stock Option Plan 1999 and 620,500 options were settled by cash payment. The settlement amount was calculated as the difference between the closing price in Xetra trading at the exercise day (reduced by EUR 0.30 because of the proposed dividend payment) and the respective strike price of the options. TDK Corporation compensated EPCOS AG for the cost of the cash settlement in the amount of EUR 2.1 million. Beyond these direct cost EPCOS AG was also compensated for indirect (opportunity) cost in the amount of EUR 3.0 million. The opportunity cost is to be calculated by an economical comparison of the effects from the cash settlement and the effects from issuing new shares (from Conditional Capital) on the financial statements. No further long-term incentives based on the share price were granted in fiscal 2010 and 2009. The reason is that, following the takeover by TDK and associated speculation about a squeeze-out, EPCOS' share price no longer representatively reflected the Company's business performance. In fiscal 2010 380,500 stock options were settled by cash payment via Stock Option Compensation Agreement between TDK Corporation and EPCOS AG. TDK Corporation compensated EPCOS AG for the cost of the cash settlement in the amount of EUR 0.5 million. EPCOS AG 2010 ● 90 The table below summarizes stock option activity in the period under review: Development of the stock options granted (Figures in units or in EUR) No. of options Options outstanding at October 1, 2008 Options granted in fiscal 2009 Options forfeited in fiscal 2009 Options exercised in fiscal 2009 Options redeemed in fiscal 2009 Options that expired in fiscal 2009 Options outstanding at September 30, 2009 Of which: exercisable options Options outstanding at October 1, 2009 Options granted in fiscal 2010 Options redeemed in fiscal 2010 Options that expired in fiscal 2010 Options outstanding at March 31, 2010 1,462,000 0 Weighted average of exercise prices 30.85 - Notes and explanations No new stock options were granted in fiscal 2009. Options were forfeited because the eligible holders left the Group. Settlement by Conditional Capital. The weighted average share price on the exercise date was EUR 18.17 18,500 21.76 33,000 15.23 620,500 16.20 Settlement by cash payment. 401,000 64.11 The exercise period expired. 389,000 21.68 - 389,000 21.68 - 389,000 21.68 - - No new stock options were granted in fiscal 2010. 0 (380,500) 21.76 Settlement by cash payment. (8,500) 18.30 The exercise period expired. 0 - - EPCOS AG 2010 ● 91 The table below provides information about the stock options outstanding at the end of each fiscal year: Stock options outstanding at fiscal year-end (Figures in units or in EUR) Exercise price 64.11 15.23 21.76 16.31 Total At March 31, 2010 No. - Weighted average of residual option lives (in years) - - At September 30, 2009 No. 4,500 384,500 Weighted average of residual option lives (in years) 0.2 1.2 - 389,000 In fiscal 2010 no personnel expenses arose from share-based compensation (EUR 0.24 million in fiscal 2009, thereof stock options accounted for EUR 0.17 million). For fiscal 2010 no cost of SARs occur (EUR 0.07 million in fiscal 2009). 6.28 Income taxes Consolidated income (loss) before income taxes, split according to taxation criteria into domestic and foreign sources, was as follows: Income (loss) before income taxes For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Germany Foreign Total 2010-S (17,742) 30,673 12,931 2009 (50,644) (52,500) (103,144) EPCOS AG 2010 ● 92 Provisions for/(benefits from) income taxes were as follows: Provisions for/(benefits from) income taxes For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Current taxes Germany Foreign Deferred taxes Germany Foreign Total 2010-S 2009 480 6,366 800 9,391 (33) (748) 2,466 5,087 6,065 17,744 A reconciliation of income taxes for the years ending March 31, 2010, and September 30, 2009 is shown below. The German corporate tax rate plus the effective trade tax rate was assumed, i.e. a consolidated statutory rate of 31.7 percent for 2010 and 2009. Reconciliation of income taxes For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) 2010-S 2009 4,099 (32,696) (3,974) 1,693 Change in realization of deferred tax assets 9,195 49,875 Non-deductible expenses 1,055 100 (2,484) (2,040) 480 799 (1,801) (4) Change in tax rate 471 (252) Tax effects according to differences in the tax assessment basis 248 687 (1,224) (418) 6,065 17,744 Expected income tax provision (benefit) Foreign tax rate differential Tax-free income Foreign withholding tax Tax benefit from prior years Other factors Actual income tax provision (benefit) In Germany, a corporate tax rate of 15 percent will apply to the Company as of 2010 and 2009. A solidarity surcharge of 5.5 percent will be charged in addition to corporate tax. The total federal corporate tax rate for 2010 and 2009 therefore amounts to 15.8 percent. The effective rate for trade tax will be 15.9 percent in 2010 and 2009. The total tax rate will thus be 31.7 percent. EPCOS AG 2010 ● 93 In the normal course of business, the Company is regularly audited by tax authorities in different countries. In the Company’s opinion, existing tax provisions adequately cover possible expenses for all open years. Deferred tax assets and liabilities At March 31, 2010, and September 30, 2009 (EUR thousand) Inventories Fixed assets Net operating loss and tax credit carryforwards Provisions Pension liabilities Other liabilities Other Deferred tax assets Write-downs on receivables Inventories Fixed assets Provisions Other Deferred tax liabilities Deferred tax assets, net 2010-S 2009 4,618 4,149 5,394 14,258 4,001 38,933 6,155 9,997 83,356 5,275 14,967 6,545 39,495 1,642 12,760 84,833 (1,260) (631) (16,319) (5,840) (2,055) (26,105) 57,251 (592) (800) (16,411) (7,850) (2,770) (28,423) 56,410 Deferred tax income due to temporary differences totaled EUR 1.5 million in fiscal 2010 (prior year: deferred tax expense EUR 0.9 million). Deferred tax expense in the amount of EUR 1.2 million were recognized in other comprehensive income in fiscal 2010 (prior year: deferred tax income EUR 0.8 million). This amount included mainly effects from pensions and derivative financial instruments. The net operating loss carryforwards relate mainly to the German, Austrian, French, Brazilian, Italian and Spanish operations. Only those loss carryforwards were recognized as deferred tax assets for which there is reasonable assurance that sufficient positive taxable income will allow these tax assets to be realized, and for which the management assumes that it will be possible to recover these loss carryforwards due to activities to improve earnings. EPCOS AG 2010 ● 94 No deferred tax assets were recognized for the following issues: Items for which no deferred taxes were recognized At March 31, 2010, and September 30, 2009 (EUR thousand) Tax-deductible temporary differences Tax loss carryforwards Total 2010-S 37,222 93,558 130,780 2009 30,555 97,140 127,695 The pension liabilities on which no deferred tax asset were recognized amounted to EUR 26.6 million at March 31, 2010 and EUR 19.6 million at September 30, 2009. A write-up on tax loss carryforwards was made in fiscal 2010 totaling EUR 0.1 million. Net deferred tax assets and liabilities are recorded as follows in the consolidated balance sheets at March 31, 2010 and September 30, 2009: Deferred tax assets and liabilities on the consolidated balance sheets At March 31, 2010, and September 30, 2009 (EUR thousand) Deferred tax assets Deferred tax liabilities Total 2010-S 63,861 (6,610) 57,251 2009 62,960 (6,550) 56,410 At March 31, 2010 the EPCOS Group had consolidated net operating loss (NOL) carryforwards amounting to EUR 404.0 million, of which EUR 38.8 million expire until 2015. The remaining net operating losses amounting to EUR 365.2 million expire later than 2016 or have no expiry date. These figures show the gross amount of the available NOLs. In addition, the subsidiaries in Spain, the United States and Hungary have a tax credit amount of EUR 3.6 million at their disposal, which will expire beginning in 2011. Deferred tax assets on loss carryforwards and tax credits totaling EUR 93.6 million were not taken into consideration for fiscal 2010. Of tax loss carryforwards for which no deferred tax assets were recognized, EUR 58.2 million will expire until 2019. At March 31, 2010 the Company accounted for deferred tax liabilities in the amount of EUR 1.3 million and at September 30, 2009, EUR 1.3 million on the retained earnings of foreign subsidiaries. No deferred tax liabilities were made on the remaining earnings of foreign subsidiaries of EUR 176.9 million at March 31, 2010, because the Company intends to reinvest these earnings in these operations indefinitely, or because the calculated amounts can be neglected due to immateriality. It is not economically viable to estimate the amount of unrecognized deferred tax liabilities for undistributed earnings. EPCOS AG 2010 ● 95 6.29 Pensions The Company provides pension benefits principally under several defined benefit pension plans. March 31 is the measurement date for the plans. Pension benefits provided by EPCOS are currently organized primarily through defined benefit pension plans which cover virtually all of the Company’s domestic employees and many of the Company’s foreign employees. These predominantly other post-employment benefit plans qualify as defined benefit plans under IFRS. Furthermore, the Company provides other post-employment benefits, which primarily consist of transition payments to German employees after retirement as well as post-employment health care benefits plans to employees in the U.S. and Brazil. Individual benefits are generally based on eligible compensation levels and/or ranking within the Company hierarchy and years of service. Retirement benefits under these plans vary depending on legal, fiscal and economic requirements in each country. Moreover, in Germany, a deferred compensation plan gives German employees the opportunity to convert part of their compensation to a pension based on amounts contributed, including the interest earned on these contributions up until retirement age. The provision for future payments to retired staff is determined on the basis of actuarial principles. This liability is recorded at the maximum of the market value of the plan assets and the actuarial present value of the guaranteed financial funds. In fiscal 2008, the plan assets in the amount of EUR 14.3 million were transferred. The actual balance as of March 31, 2010 of the assets is EUR 14.2 million. The assets held in trust by this organization cannot be accessed by the Company and must be used exclusively to provide specified pension benefits or to satisfy employees’ and board members’ claims in the event of insolvency. The respective plan assets cover those requirements not already satisfied by the pension assurance association; therefore the amount is subject to fluctuations. The plan assets of the Contractual Trust Arrangement (CTA) are invested in the capital markets in accordance with guidelines jointly developed by the EPCOS Vermögenstreuhänder e.V. (till September 4, 2009) EPCOS Mitarbeitertreuhänder e.V. (since September 4, 2009) respectively and the Company. Contributions totaling EUR 1.5 million in fiscal 2010 and EUR 2.3 million in fiscal 2009 were made to defined contribution pension plans. An estimated EUR 2.9 million will be contributed for fiscal 2011. Unlike in the case of defined benefit plans, the Company is obliged only to make specific contributions to these defined contribution plans and therefore does not have to report its future obligations. In fiscal 2010 and 2009 the Company made contributions to regular pension funds (state pension plans/pension insurance) in accordance with legal stipulations in an amount of EUR 18.1 million and EUR 29.4 million. EPCOS AG 2010 ● 96 Unless explicitly stated otherwise, the data for all defined-benefit plans are presented in condensed form, as the obligations arise primarily from the plan in Germany. The tables below provide a summary of the consolidated information in relation to all pension plans operated by the Company at the specified balance sheet dates. The table below presents the changes in defined benefit obligations (DBO) during the years indicated: Changes in defined benefit obligations At March 31, 2010, and September 30, 2009 (EUR thousand) Defined benefit obligations (DBOs) at beginning of year Reclassification/Transfer Current service cost Interest cost Actuarial losses Foreign currency exchange rate changes Benefits paid Plan cancellation Plan amendments Defined benefit obligations (DBOs) at end of year 2010-S 2009 232,027 195,174 15,984 3,520 6,507 11,313 3,330 (5,679) (396) 50 2,475 5,816 12,223 27,306 (949) (8,873) (1,145) 266,656 232,027 A termination indemnity concerning EPCOS OHG, Austria, shown up to now in balance sheet position Other non-current provisions was reclassified in fiscal 2010 to balance sheet position Pensions and similar obligations. The effect on DBO amounts to EUR 16.0 million. EPCOS AG 2010 ● 97 The table below presents changes in plan assets during the fiscal years indicated: Changes in plan assets At March 31, 2010, and September 30, 2009 (EUR thousand) Fair value of plan assets at beginning of year Expected return on plan assets Actuarial gain/(losses) Foreign currency exchange rate changes Contributions by the employer Benefits paid Settlements Fair value of plan assets at end of year 2010-S 36,715 1,010 189 1,999 425 (505) (68) 39,765 2009 35,472 2,643 (685) (240) 1,155 (1,134) (496) 36,715 The actual return on plan assets was EUR 1.2 million in fiscal 2010 and EUR 2.0 million in fiscal 2009. Plan assets break down as follows: German plan assets totaling EUR 14.2 million are invested exclusively in eurodenominated instruments on the money market or in bonds with maturities of no more than three months. Furthermore, such bonds require a minimum rating of at least A from Standard & Poor’s or A2 from Moody’s or a comparable rating. The expected return is aligned with the EURIBOR rate. Breakdown of foreign plan assets At March 31, 2010, and September 30, 2009 (in %) Investment in stocks Bonds Other Total 2010-S 38.5 54.0 7.5 100.0 2009 37.2 54.9 7.9 100.0 The investment managers who handle the plan assets seek to reduce volatility by their investment strategy. Accordingly, no more than 50 percent of those fund assets that are invested largely in the USA may be held in corporate bonds. Furthermore, these bonds require a minimum rating of A or better from Standard & Poor’s or Moody’s at the date of purchase. The expected return is aligned with the market rate of interest. The expected contribution to the plan assets in fiscal 2011 amounts to EUR 2.1 million. EPCOS AG 2010 ● 98 The table below presents the funded status, including obligations, assets and provisions: Obligations, assets and provisions At March 31, 2010, and September 30, 2009 (EUR thousand) 1a. Funded defined benefit obligation 1b. Unfunded defined benefit obligation 1a+b. DBOs 2010-S 246,054 20,602 266,656 2009 225,933 6,094 232,027 2a. Plan assets (39,765) (36,715) 2,318 2,274 229,209 197,586 10,551 10,063 219,205 187,622 547 99 (11,124) (29,639) 2b. Changes due to the asset ceiling 3. Net obligation in balance sheet (= DBOs – plan assets+asset ceiling) The amount reported on the balance sheet splits into the following items: Pensions and similar obligations (current) Pensions and similar obligations (non-current) Other non-current assets 4. Other comprehensive income Actuarial losses The table below presents the components of net pension costs for the years ending March 31, 2010, and September 30, 2009: Net pension costs For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Service cost Interest cost Expected return on plan assets Curtailment/ Settlement Net pension costs for the reporting period 2010-S 3,520 6,507 (1,010) 125 9,142 2009 5,816 12,223 (2,643) (650) 14,746 In the Consolidated Statements of Income, interest cost and the income from the expected return on plan assets are reported as part of interest income (expense), net. All other components of net pension costs are allocated among functional costs, according to the function of the employee groups accruing benefits. Assumed discount rates and rates of increase in compensation used in calculating DBOs together with long-term rates of return on plan assets vary depending on the economic conditions of the country in which the retirement plans apply. The weighted average assumptions used in calculating actuarial values for the principal pension EPCOS AG 2010 ● 99 plans were 4.75 percent for the discount rate in fiscal 2010 and 5.25 percent in fiscal 2009. Compensation increases were assumed to be 2.75 percent in fiscal 2010 and 2.75 percent in fiscal 2009. The expected return on plan assets for the USA funded pension plan in fiscal 2010 was 7.00 percent (previous year: 7.00 percent). The expected return on plan assets for the Brazilian subsidiary amounts to 10.50 percent (previous year: 10.50 percent). A cost trend of 7.50 percent for healthcare was assumed for healthcare plans in Brazil (7.00 percent in fiscal 2009). A cost trend of 5.50 percent was assumed for healthcare plans in the USA (5.50 percent in fiscal 2009). The effects of a one-percentage-point increase or decrease in the assumed health care cost trend rates are as follows: Effects cost trend rates cost trend rates At March, 31 2010 (EUR thousand) + 1 percent - 1 percent Effect on current service cost/interest cost components in net costs for the period for post-employment medical care 25 (21) Effect on accumulated obligations with regard to post-employment medical care costs 345 (297) The table below shows the income and expenses recognized in other comprehensive income in equity: Income and expenses recognized in other comprehensive income At March 31, 2010, and September 30, 2009 (EUR thousand) Beginning of fiscal year Actuarial losses Reclassification/ Foreign currency exchange rate changes Income taxes End of fiscal year 2010-S 2009 5,467 11,124 (891) 1,011 16,711 (21,388) 29,639 559 (3,343) 5,467 Historical Information At March 31, 2010, and September 30, 2009, 2008 and 2007 (EUR thousand) DBO Fair value of plan assets Changes due to the asset ceiling Funded Status 2010-S 2009 2008 2007 266,656 232,027 195,174 212,010 (39,765) (36,715) (35,472) (23,035) 2,318 2,274 229,209 197,586 159,702 188,975 The adjustments based on experience, which are the differences between the earlier actuarial assumptions applied and actual developments are as shown in the following EPCOS AG 2010 ● 100 table (based on the pension benefit plans and plan assets at March 31, 2010, and September 30, 2009): Adjustments based on experience At March 31, 2010, and September 30, 2009 (EUR thousand) Arising from plan liabilities Attributable to plan assets 6.30 2010-S (1,441) (189) 2009 3,969 686 Non-cash transactions The adjustment of the actuarial interest rate for the pension provision is resulting in a cash neutral change at this liability position in amount of EUR 11.1 million as of March 31, 2010 (September 30, 2009: EUR 29.6 million). New issued shares resulting from the convertible bond were removed from liabilities and converted into equity in amount EUR 4.0 million in fiscal 2009. In fiscal 2009 licences amounting to EUR 4.5 million were sold to third parties within a sale-leaseback transaction. In addition land and building including fixtures and furniture in amount of EUR 23.1 million are accounted as financial lease transaction. The present value of the leasing payments corresponds to the liabilities arising from the finance lease. In fiscal 2009 the increase in fixed assets was reduced by a not yet received government grant in an amount of EUR 3.0 million. EPCOS AG 2010 ● 101 6.31 Disclosures regarding financial instruments pursuant to IFRS 7 At March 31, 2010, and at September 30, 2009, the carrying amounts and fair values of the individual financial instruments, grouped according to the categories defined by IAS 39, were as follows: Carrying amount and fair value for categories (EUR thousand) Carrying amount at March 31, 2010 Amortized cost Fair value recognized in equity Fair value recognized in profit/loss IAS 17 leases Fair value at March 31, 2010 Valuation categories 8,096 - 8,096 - - 8,096 AfS 9,402 9,402 - - 9,402 LaR 758 758* - - - AfS Trade receivables 253,040 253,040 - - 253,040 LaR Cash and cash equivalents 124,608 124,608 - - 124,608 LaR 1,177 - - - 1,177 FAHfT 13,773 13,773 - - 13,773 LaR Trade liabilities 151,974 151,974 - - 151,974 FLAC Non-current and current debt 305,643 305,643 - - 305,146 FLAC 35,162 - - 35,162 44,153 n.a. 1,075 - - 1,075 - 1,075 FLHfT 640 640 - - - 640 FLAC 4,166 - - 4,166 - 4,166 FLHfT 9,596 9,596 - 9,596 FLAC ASSETS Other non-current financial assets Investment securities Investment securities and other financial assets Investments - Other current financial assets Derivative instruments without hedging relationship Other financial assets 1,177 LIABILITIES Liabilities from lease transactions Derivative instruments without hedging relationship Other non-current financial liabilities Other current financial liabilities Derivative instruments without hedging relationship Other financial liabilities *) Investments can not be measured at fair value if no active market exists. In such cases, they are measured at amortized cost. Sale of these instruments is not planned. EPCOS AG 2010 ● 102 Carrying amount and fair value for categories (EUR thousand) Carrying amount at Sept. 30, 2009 Amortized cost Fair value recognized in equity Fair value recognized in profit/loss IAS 17 leases Fair value at Sept. 30, 2009 Valuation categories 7,449 - 7,449 - - 7,449 AfS 8,902 8,902 - - - 8,902 LaR 758 758* - - - - AfS 479 - - 479 - 479 FAHfT Trade receivables 213,364 213,364 - - - 213,364 LaR Cash and cash equivalents 119,475 119,475 - - - 119,475 LaR 2,471 - - 2,471 - 2,471 FAHfT 139 - 139 - - 139 n.a. 8,884 8,884 - - - 8,884 LaR Trade liabilities 118,647 118,647 - - - 118,647 FLAC Non-current and current debt 253,185 253,185 - - - 252,472 FLAC 35,247 - - - 35,247 34,289 n.a. 15 15 - - - 15 FLAC 1,112 - 1,112 - - 1,112 n.a. 1,899 - - 1,899 - 1,899 FLHfT 17,161 17,161 - - - 17,161 FLAC ASSETS Other non-current financial assets Investment securities Investment securities and other financial assets Investments Derivative instruments without hedging relationship Other current financial assets Derivative instruments without hedging relationship Derivative instruments with hedging relationship Other financial assets LIABILITIES Liabilities from lease transactions Other non-current financial liabilities Other current financial liabilities Derivative instruments with hedging relationship Derivative instruments without hedging relationship Other financial liabilities *) Investments can not be measured at fair value if no active market exists. In such cases, they are measured at amortized cost. Sale of these instruments is not planned. EPCOS AG 2010 ● 103 Cash and cash equivalents denominated in currencies other than EUR are translated at the spot rate. Trade receivables and other current financial assets are assigned to current assets. In light of their short maturities, it is assumed that the stated carrying amounts are roughly equivalent to the corresponding fair values. In the case of available-for-sale financial assets, the price on an active market (where such a market exists) is recognized as the fair value. The fair values of derivative financial instruments are calculated based on their market values. This can, for example, be done by discounted expected future cash flows on the basis of current market rates of interest and the term structure of interest rates, or on financial mathematical models that contain assumptions about volatility and/or current prices. In light of their short maturities, the carrying amounts of trade liabilities are roughly equivalent to their fair values. Non-current debt (such as liabilities due to banks or liabilities arising from finance leases) is measured at the present value of payments relating to the debt on the basis of current market interest rates assuming punctual payment. In accordance with the categories defined by IAS 39, the carrying amounts at March 31, 2010, and at September 30, 2009, were as follows: Carrying amounts by valuation categories At March 31, 2010, and September 30, 2009 (EUR thousand) Available-for-sale assets (afs) Loans and receivables (LaR) Financial assets held for trading (FAHfT) Financial liabilities measured at amortized cost (FLAC) Financial liabilities held for trading (FLHfT) 2010-S 8,854 400,823 1,177 2009 8,207 350,625 2,950 (467,853) (5,241) (389,008) (1,899) Liabilities arising from finance leases and balances arising from transactions classed as hedge accounting are not included in the above table. EPCOS AG 2010 ● 104 The classification of financial assets and liabilities measured at fair value to the three levels of the fair value hierarchy in included in the following table: Fair value hierarchy At March 31, 2010 (EUR thousand) Level 1 Level 2 Level 3 Financial assets measured at fair value: afs securities Derivative financial instruments Financial liabilities measured at fair value: Derivative financial instruments 8,096 - Total 1,177 - 8,096 - 1,177 - (5,241) - (5,241) At level 1, fair value is determined in whole or in part by published price quotations in an active market. At level 2, fair value can be determined direct or indirect being based on observable market data. For level 3, no observable market data are available for fair values. Net gains/(losses) by valuation categories For the years ending March 31, 2010, and September 30, 2009 (EUR thousand) Available-for-sale assets (afs) Loans and receivables (LaR) Financial liabilities measured at amortized cost (FLAC) Financial assets and liabilities held for trading (FAHfT)/ (FLHfT) 2010-S 42 6,097 (4,075) (2,667) 2009 160 1,151 2,367 (6,636) Net gains/losses mainly include results from sale or derecognition, foreign exchange effects, changes in allowances and fair value adjustments. The table above does not include gains or losses on derivatives with hedges. In addition to the figures listed above, a net gain of EUR 0.5 million resp. net gain of EUR 0.1 million on available-for-sale financial assets was recognized directly in other comprehensive income in fiscal 2010 resp. 2009. In fiscal 2010 and 2009, no net gains/losses on available for sale financial assets were reclassified from other comprehensive income to profit and loss. A net loss of EUR 0.0 million and minus EUR 1.0 million on derivatives with hedge relationships was appropriated to other comprehensive income in fiscal 2010 and 2009. In fiscal 2010 and 2009, a net loss of EUR 1.0 million and EUR 11.8 million on derivatives with hedge relationship was reclassified from other comprehensive income to profit and loss. These losses are reported within cost of sales in the consolidated income statement. At March 31, 2010 no derivative instruments with hedging relationship were existing. EPCOS AG 2010 ● 105 At March 31, 2010, and September 30, 2009, the maturities of the Group's debt were as follows (Interest payments arising from floating-rate liabilities were calculated based on the terms applicable at March 31, 2010 and September 30, 2009): Debt maturities For the year ending March 31, 2010 (EUR thousand) Less than Between one and one year five years Current and non295,914 38,405 current debt Trade accounts 151,974 payable Derivative financial 4,166 1,075 instruments Other debt 9,596 279 More than five years Total 97,124 431,443 - 151,974 - 5,241 361 10,236 More than five years Total 58,154 335,111 - 118,647 - 3,011 8 17,176 Debt maturities For the year ending September 30, 2009 (EUR thousand) Less than Between one and one year five years Current and non239,613 37,344 current debt Trade accounts 118,647 payable Derivative financial 3,011 instruments Other debt 17,161 7 The following table includes details to budget and maturities of hedging activities: Budget and maturities At March 31, 2010, and September 30, 2009 (EUR thousand) 2010-S Between one and five years Total Less than one year 210,395 - 210,395 214,110 - 214,110 - 13,890 13,890 6,274 7,098 13,372 375 - 375 7,215 - 7,215 Less than one year Forward exchange contracts Cross-Currency swaps and interest rate swaps Commodity contracts 2009 Between one and five years Total EPCOS AG 2010 ● 106 6.32 Risk management For details concerning the risk management please see the management report. 6.33 Subsequent events No events have occurred after the balance sheet date which could have a major impact on the financial statements of the EPCOS Group. Munich, May 25, 2010 Pegam Dr. Faber Zichlarz EPCOS AG 2010 ● 107 Auditor’s Report We have issued the following opinion on the consolidated financial statements and the management report on the position of the company and the group: “We have audited the consolidated financial statements prepared by the EPCOS AG, Munich, comprising the income statement, the statement of comprehensive income, the balance sheet, the cash flow statement, the statement of changes in equity and the notes to the consolidated financial statements, together with the management report on the position of the company and the group for the abbreviated fiscal year from October 1, 2009 to March 31, 2010. The preparation of the consolidated financial statements and the management report on the position of the company and the group in accordance with IFRSs as adopted by the EU, and the additional requirements of German commercial law pursuant to Sec. 315a (1) HGB [“Handelsgesetzbuch”: “German Commercial Code”] are the responsibility of the parent company’s management. Our responsibility is to express an opinion on the consolidated financial statements and on the management report on the position of the company and the group based on our audit. We conducted our audit of the consolidated financial statements in accordance with Sec. 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the management report on the position of the company and the group are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the Group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the management report on the position of the company and the group are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of entities to be included in consolidation, the accounting and consolidation principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements and the management report on the position of the company and the group. We believe that our audit provides a reasonable basis for our opinion. Our audit has not led to any reservations. EPCOS AG 2010 ● 108 In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRSs as adopted by the EU, the additional requirements of German commercial law pursuant to Sec. 315a (1) HGB and give a true and fair view of the net assets, financial position and results of operations of the Group in accordance with these requirements. The management report on the position of the company and the group is consistent with the consolidated financial statements and as a whole provides a suitable view of the Group’s position and suitably presents the opportunities and risks of future development.” Munich, May 25, 2010 Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft Broschulat Müller Wirtschaftsprüfer Wirtschaftsprüfer [German Public Auditor] [German Public Auditor] EPCOS AG 2010 ● 109