Annual Report 2018 RENK Aktiengesellschaft · Audit report for the consolidated financial...

EmpowEring ForcEs.

Annual Report 2018 RENK Aktiengesellschaft

At a glance

€ million 2018 2017 Change in %

Order intake 529 434 +21.8

Sales revenue 502 469 +7.0

Order backlog1) 774 748 +3.5

Headcount 2,319 2,235 +3.8

Change in

€ million

Operating profit 60 60 –

Profit before taxes 62 61 +1

Profit after tax 43 43 –

Earnings per share in € 6.25 6.30 –

Distribution per share in € 2.20 2.20 –

Operating return on sales in % 12.0 12.8 –

Capital expenditures2) 35 19 +16

Depreciation and amortization on non-current assets 19 19 –

Internally financed R&D expenditures 13 14 (1)

Cash flows from operating activities 35 25 +10

Cash flows from current investing activities (33) (24) (9)

Net cash flow 2 1 +1

Cash and cash equivalents1) 186 199 (13)

Total equity1) 450 422 +28

1) As of December 31, 2018, as against December 31, 2017 2) For property, plant and equipment and intangible assets

Financial reporting dates at www.renk-ag.com

1RENK Group Annual Report 2018

Contents Page

Supervisory Board 2

The Executive Board 3

Report of the Supervisory Board 4

RENK Stock 10

Corporate Governance Statement in accordance with section 289f HGB and section 315d HGB for fiscal year 2018

12

Management Report of the RENK Group for the Fiscal Year from January 1 to December 31, 2018 23

Business activities and management of the RENK Group 25

RENK AG – Business focus 25

Internal management system and value management 26

Business performance and economic situation of the RENK Group 29

Economic environment 29

Summary by the Executive Board 29

Forecast variance analysis 32

Results of operations 35

Income statement 40

Financial position of the RENK Group 42

Cash flow – development of cash and cash equivalents and term deposits 42

Net assets 44

Capital information/disclosures in accordance with section 315a(1) HGB 47 Closing statement by the Executive Board on the dependent company report in accordance with section 312 AktG 48

Research and development 50

Capital expenditures and environmental management 51

Employees 53

The segments 57

Report on risks and opportunities 69

Remuneration report for fiscal year 2018 80

Forecast 90 RENK AG Consolidated Financial Statements for the Fiscal Year from January 1 to Decem-ber 31, 2018 94

Consolidated Income Statement 95

Reconciliation to Consolidated Total Comprehensive Income for the Period 96

Consolidated Statement of Financial Position 97

Consolidated Statement of Changes in Equity 98

Consolidated Statement of Cash Flows 99

Notes to the Consolidated Financial Statements 100

Principles of Financial Reporting 100

Notes to the Consolidated Income Statement 124

Notes to the Consolidated Statement of Financial Position 131

Other Disclosures 147

Events after the end of the reporting period 172

Members of the Supervisory Board and the Executive Board and their mandates 173

Responsibility statement 180

Audit report for the consolidated financial statements of RENK AG 183

Six-year Overview 192

2

The Supervisory Board

Dr. Ingrun-Ulla Bartölke Wolfsburg

Chairwoman of the Supervisory Board

Head of Group Accounting and External

Reporting at Volkswagen Aktiengesell-

schaft

Roberto Armellini*) Augsburg

Deputy Chairman of the Supervisory Board

Managing Director of IG Metall Augsburg

Michael Behrendt Hamburg, Germany

Chairman of the Supervisory Board of

Hapag-Lloyd AG

Hardy Brennecke Wolfenbüttel

Head of the Executive Office for the Com-

mercial Vehicles division of Volkswagen

Aktiengesellschaft Secretary

Secretary General of TRATON AG

Joachim Drees Stuttgart

Member of the Executive Board of

TRATON AG

Chairman of the Executive Board of

MAN SE

Chairman of the Executive Board of

MAN Truck & Bus AG

Lothar Evers*) Rheine

Chairman of the Works Council RENK AG,

Rheine plant

Christiane Hesse Wunstorf

Member of the Board of Management

(Human Resources and Organization) of

Volkswagen Financial Services

Aktiengesellschaft

Thorsten Jablonski Ilsede

Head of Transmissions and Electric Drive

for Volkswagen Aktiengesellschaft

Adela Lieb*) Augsburg

General Manager for Commercial Admin-

istration, Finance and Controlling at RENK

Test System GmbH

Klaus Refle*) Bobingen

Chairman of the Group Works Council of

RENK AG,

Chairman of the Works Council of RENK

AG, Augsburg plant and RENK Test System

GmbH

Karina Schnur*) Reichertshofen

Secretary General for the Codetermina-

tion of MAN Truck & Bus AG

Mario Sommer*) Augsburg

Process planner for cubic parts produc-

tion in the Vehicle Transmissions seg-

ment of RENK AG

As of February 8, 2019 *) elected by employees


The Executive Board

Dipl.-Ing. (FH) Florian Hofbauer Dipl.-Kfm. (Univ.) Christian Hammel

Landsberg Munich

Spokesperson

Engineering and Sales Administration and Production

4

Report of the Supervisory Board

Ladies and Gentlemen,

In fiscal year 2018, the Supervisory Board at-

tended to the situation and development of

the company in depth and on an ongoing ba-

sis. It regularly and comprehensively per-

formed its duties in accordance with the law,

the Articles of Association and its Rules of

Procedure. We advised the Executive Board

on its management of the company and

monitored its activities.

The Executive Board informed the Supervi-

sory Board regularly and promptly by de-

tailed written and oral reports about business

performance, relevant business events and

the development of the results of operations,

net assets and financial position. In addition,

the reporting to the Supervisory Board com-

prised corporate planning including develop-

ments deviating from it and their causes, the

strategic focus of the company, the risk posi-

tion and the content and structure of the risk

management system. In the context of its

monitoring duties, the Supervisory Board as-

sured itself that the Executive Board has in-

stalled an effective compliance system for the

RENK Group and was informed of activities

undertaken in this field.

The Supervisory Board was involved in an ad-

visory capacity in all questions and decisions

of material importance to the company. Fur-

thermore, I consulted with the members of

the Executive Board in regular discussions

outside the Supervisory Board meetings on

matters and issues relevant to the company,

including business development and strate-

gic projects.

The Supervisory Board held six meetings in

fiscal year 2018; the average attendance rate

was 97.22%. One meeting was held as a confer-

ence call.

In fiscal year 2018, no members of the Super-

visory Board participated in only half or less

than half of the meetings of the Supervisory

Board and the committees to which they be-

long.

Work of the committees The Supervisory Board has formed three joint

committees, each consisting of two share-

holder representatives and two employee rep-

resentatives – the Audit Committee, the Exec-

utive Personnel Committee and the Media-

tion Committee in accordance with section

27(3) of the Mitbestimmungsgesetz (MitbestG

– German Codetermination Act). There is also

the Nomination Committee that consists ex-

clusively of shareholders.

The Audit Committee met four times in fiscal

year 2018, including one meeting held as a

conference call. It dealt in depth with issues

of accounting and the annual financial state-

ments of RENK AG, the consolidated financial

statements, the management reports, the de-

pendent company report and the audit re-

ports of the auditor. In addition, the Audit

Committee discussed with the Executive

Board the half-yearly report for 2018 prior to

its publication. Other issues handled by the

Audit Committee were the discussion of the

audit engagement for the audit of the annual

and consolidated financial statements for

2018 and the focus areas of the audit. Another

key issue was the invitation to tender and the

preparations by the Supervisory Board for

awarding the new audit mandate from fiscal

year 2020. Moreover, the Audit Committee

dealt with the monitoring of the accounting

process, the effectiveness of the internal con-

trol system and the internal risk manage-

ment system. The Audit Committee also dis-

cussed the internal audit system and compli-


ance issues. Furthermore, the Audit Commit-

tee discussed updating its guidelines for au-

dits of financial statements.

The Executive Personnel Committee met

twice in the year under review. In particular,

its tasks included preparing resolutions of

the Supervisory Board on the remuneration

of the Executive Board.

The Mediation Committee did not have to be

convened in fiscal year 2018. The Nomination

Committee met once in the year under re-

view.

Issues in the Supervisory Board Regular topics of discussion in the Supervi-

sory Board included the business perfor-

mance of the RENK Group and strategic is-

sues. Furthermore, the work of the commit-

tees was reported on at the meetings of the

Supervisory Board.

On February 26, 2018, the Supervisory Board

mainly dealt with the 2017 consolidated fi-

nancial statements and the 2017 annual fi-

nancial statements of RENK AG, the respec-

tive management reports and the dependent

company report; the auditor also submitted

the audit reports and reported on the key

findings of the audits. Further topics of this

meeting included the coordination of the

agenda and proposed resolutions for the 2018

Annual General Meeting. Furthermore, the

Supervisory Board approved the figures for

the variable remuneration of members of the

Executive Board for fiscal year 2017 presented

at this meeting.

On March 28, 2018 the Supervisory Board had

a conference call to discuss strategic options

for Standard Gear Units business.

There was another meeting of the Supervi-

sory Board before the Annual General Meet-

ing on April 27, 2018. Among other things,

this meeting adopted the resolution to issue

the audit engagement to Pricewaterhouse-

Coopers GmbH Wirtschaftsprüfungsgesell-

schaft (PwC) – subject to the Annual General

Meeting selecting PwC as the auditor. Moreo-

ver, the Supervisory Board discussed the re-

muneration of the Executive Board at this

meeting and resolved to adjust the basic re-

muneration for Mr. Hofbauer and Mr. Ham-

mel.

The inaugural meeting of the newly elected

Supervisory Board was held after the Annual

General Meeting on April 27, 2018. This meet-

ing elected the Chairwoman of the Supervi-

sory Board and the Deputy Chairman of the

Supervisory Board. Furthermore, the Supervi-

sory Board resolved updated Rules of Proce-

dure and elected the members of its commit-

tees.

The meeting on September 21, 2018 focused

on the strategy of the RENK Group and the fi-

nancial planning for the coming years.

The Supervisory Board discussed the strategy

of the RENK Group again at its meeting on

November 28, 2018. Other topics at this meet-

ing included the review of the efficiency of

the work of the Supervisory Board and the

resolution on the proposal to the 2020 An-

nual General Meeting on awarding the new

audit mandate from fiscal year 2020. Other

key topics at this meeting were the imple-

mentation of the German Corporate Govern-

ance Code and the renewal of the declaration

of conformity.

Corporate governance and the Declaration of Conformity The application of the German Corporate

Governance Code in the RENK Group was the

subject of the Supervisory Board meeting on

November 28, 2018. In December 2018, the

Supervisory Board and the Executive Board

issued the annual declaration on the recom-

mendations of the Code in accordance with

section 161 of the Aktiengesetz (AktG – Ger-

man Stock Corporation Act). This Declaration

of Conformity has been published on RENK

AG’s website.

6

There were no reports of conflicts of interest

among members of the Supervisory Board

within the meaning of item 5.5 of the German

Corporate Governance Code in the year under

review.

Further information on corporate govern-

ance at RENK can be found in the corporate

governance report.

Audit of the 2018 annual and consolidated financial statements and the dependent company report The annual financial statements and Manage-

ment Report of RENK AG, and the consoli-

dated financial statements and the Group

management report, for the fiscal year from

January 1 until December 31, 2018 were au-

dited by the auditor elected by the Annual

General Meeting on April 27, 2018, Pricewater-

houseCoopers GmbH

Wirtschaftsprüfungsgesellschaft, Munich.

Each was issued with an unqualified audit

opinion. The Supervisory Board established

the regularity of accounting, the measure-

ment of warranties and the regularity of ac-

quisition accounting as areas of emphasis of

the audit. The auditor also assessed the inter-

nal control system and the risk management

system, concluding that the Executive Board

has taken the measures required in accord-

ance with section 91(2) AktG to ensure early

detection of any risks that could jeopardize

the going concern of the company.

In accordance with section 312 AktG, the Ex-

ecutive Board prepared a report on relations

with affiliated companies (dependent com-

pany report) for fiscal year 2018. The auditor

examined the dependent company report

and issued the following opinion:

“Based on our audit and assessment, which

we have carried out in accordance with pro-

fessional standards, we hereby confirm that

1. the factual statements made in the report

are correct,

2. the company’s compensation with respect

to the transactions listed in the report was

not inappropriately high.”

The Supervisory Board endorsed the results

of the audit of the dependent company re-

port performed by the auditor.

The members of the Audit Committee and

the Supervisory Board members received the

annual financial statement documents in-

cluding the dependent company report and

the audit reports of the auditor in time for

the meetings of those bodies on February 26,

2019. The auditor reported in detail at both

meetings on the main results of his audits

and was available to provide additional infor-

mation.

Taking into account the audit reports of the

auditor, the conversation with him and its

own findings, the Audit Committee prepared

the documents for our own audit of the con-

solidated financial statements, the annual fi-

nancial statements of RENK AG, the manage-

ment reports for the RENK AG and the RENK

Group and the dependent company report,

and reported on them at the Supervisory

Board meeting on February 26, 2019. It then

recommended that we approve the annual fi-

nancial statements.

In the knowledge of and taking into account

the report of the Audit Committee and the

auditor’s report, and in talks and discussions

with him, we subjected the documents to a

detailed examination. The final audit of the

annual financial statements of RENK AG, the

consolidated financial statements and the

management reports did not give rise to any

objections. We came to the conclusion that

they are correct and that the assessments of

the Executive Board on the situation of the

company and the Group as presented in the

management reports are consistent with the

assessments of the Supervisory Board. At our

meeting on February 26, 2019 we therefore

endorsed the results of the audit by the audi-


tor and approved the annual financial state-

ments and the consolidated financial state-

ments prepared by the Executive Board. The

annual financial statements were thereby

adopted.

We examined the proposal for the appropria-

tion of profits by the Executive Board, taking

into account the interests of the company

and its shareholders in particular, and en-

dorsed the proposal.

According to the final results of our audit,

there are no objections to the declaration by

the Executive Board at the end of the depend-

ent company report.

Changes in the Supervisory Board The term in office of the entire Supervisory

Board ended as scheduled at the end of the

Annual General Meeting on April 27, 2018, re-

quiring new elections for the members of the

Supervisory Board.

In accordance with the provisions of the Mit-

bestimmungsgesetz (MitbestG – German Co-

determination Act), Mr. Roberto Armellini,

Mr. Lothar Evers, Ms. Adela Lieb, Mr. Klaus Re-

fle, Ms. Karina Schnur and Mr. Mario Sommer

were elected to the Supervisory Board as em-

ployee representatives.

The Annual General Meeting elected Ms.

Christiane Hesse and Mr. Michael Behrendt,

Mr. Hardy Brennecke, Mr. Joachim Drees, Mr.

Thorsten Jablonski and myself to the Supervi-

sory Board as shareholder representatives.

We thank the members of the Supervisory

Board who stepped down from the end of the

Annual General Meeting, Rainer Handschuh,

Frank Hoffmann, Herbert Surmann, Walter

Vogt and Ingo Weidner, for their many years

of service.

The term in office of the current Supervisory

Board ends at the end of the 2023 Annual

General Meeting.

Our thanks We would like to thank the members of the

Executive Board and the employees of the

RENK Group for their hard work and dedica-

tion. We thank the employee representatives

for their objective and constructive coopera-

tion in the interests of our company.

On behalf of the Supervisory Board

Augsburg, February 26, 2019

Dr. Ingrun-Ulla Bartölke


8


10

RENK Stock

Stock market environment 2018 The performance of the international stock

markets was volatile overall and marked by

falling prices in the period from January to

December 2018.

Uncertainty in terms of the economic policy

of the US government, monetary policy – of

both the US Federal Reserve and the Euro-

pean Central Bank – and economic risks in

several countries consistently weighed on

share prices. Positive stimulus was generated

by promising economic developments in key

industrial nations and the formation of gov-

ernments in EU countries.

Performance of RENK shares In this highly volatile stock market environ-

ment with strong economic and political in-

fluences, RENK’s shares followed the deterio-

rating market environment over the course

of fiscal year 2018.

Starting at a closing price of € 113.01 at the

end of 2017, the share price fell to € 94.50 by

the end of 2018, down by € 18.51 or 16.4% on

the figure for the previous year. Taking into

account the distribution, this meant a total

return for RENK shareholders of -14.7% in

2018.

However, looking back over five years, RENK’s

shares (not including dividends) have risen

by an average of 2.5% from 2014 to 2018.

The Executive Board and the Supervisory

Board will be proposing the distribution of a

dividend – as for the previous year – of € 2.20

for fiscal year 2018 at this year’s Annual Gen-

eral Meeting. This corresponds to a dividend

yield based on the closing price for 2018 of

around 2.3%.


Key performance indicators for RENK shares

in € 2018 2017

Earnings per share 6.25 6.30

Cash dividend per share 2.20 2.20

Market capitalization1) in € million 662 791

Closing price2) 94.50 113.01

High2) 117.00 123.85

Low2) 89.00 95.85

Price-earnings ratio 15.12 17.94

Dividend yield on shares3) in % 2.3 1.9

Total return on shares4) in % (14.7) 14.3

Number of shares outstanding 6,800,097 6,800,097

1) Based on 7 million shares 2) Daily closing price on Frankfurt stock exchange 3) Cash dividend based on closing price for the year 4) On reinvestment of cash dividend at end of month following Annual General Meeting

12

Corporate Governance Statement in accordance with section 289f HGB and section 315d HGB for fiscal year 20181)

At RENK, the management and control of the

company and the Group are geared towards

ensuring sustainable value added and an ap-

propriate result in accordance with the prin-

ciples of the social market economy.

Corporate governance is defined by the appli-

cable laws, in particular company law, the Ar-

ticles of Association and internal regulations,

and by national and international standards

of good and responsible management. The

German Corporate Governance Code (Code)

provides conduct recommendations and sug-

gestions for corporate governance as applied

in the RENK Group in line with acknowledged

standards.

(a) Corporate Governance at RENK2)

The Executive Board and the Supervisory

Board of RENK have dealt extensively with

the corporate governance system and compli-

ance with the recommendations and sugges-

tions of the Code. They are aware that good

and transparent corporate governance, con-

sistent with both national and international

standards, is essential for the responsible and

long-term management of a company.

Declaration of conformity In December 2018, the Executive Board and

the Supervisory Board issued the declaration

of compliance reproduced below in accord-

ance with section 161 of the German Stock

Corporation Act (AktG):

“The Executive Board and the Supervisory

Board of RENK AG declare that the recom-

mendations of the Government Commission

on the German Corporate Governance Code

as amended on February 7, 2017 promulgated

by the Federal Ministry of Justice on April 24,

2017 in the official section of the Bundesan-

zeiger (the Federal Gazette) were complied

with in the period since the last Declaration

of Conformity was issued in December 2017

and are still complied with, with the excep-

tion of items 4.2.3(2) sentence 3 (forward-

looking variable remuneration), 5.4.1(6) to (8)

(disclosure of proposals of candidates for

election) and 7.1.1 sentence 2 (intra-year finan-

cial information).

1.) The recommendation of item 4.2.3(2) sen-

tence 3 is not complied with in that the

assessment base for variable remunera-

tion components is not essentially for-

ward-looking. The current remuneration

system is based on the recommendation

found in the version of the Code dated

May 5, 2015. As the Supervisory Board con-

siders a long-term assessment basis that

is essentially forward-looking to be appro-

priate, an adjustment of the remuneration

system in line with the recommendations

of the current version of the Code is being

prepared.

1) The Corporate Governance Statement in accordance with section 289f HGB and section 315d HGB is part of the Group management

report not included in the audit. 2) Also “Corporate Governance Report” of the Executive Board and the Supervisory Board in accordance with item 3.10 of the German

Corporate Governance Code as amended February 7, 2017.


2.) Regarding the recommendation in items

5.4.1(6) to (8) of the Code on the disclosure

of certain circumstances of nominations by

the Supervisory Board to the Annual Gen-

eral Meeting, the requirements of the Code

are unspecific and unclear in their applica-

tion. A departure from the Code as regards

this matter has thus been declared as a pre-

caution. Regardless of this, the Supervisory

Board will endeavor to comply with the re-

quirements of items 5.4.1(6) to (8) of the

Code.

3.) The recommendation of item 7.1.1 sentence

2 (intra-year financial information) is not

complied with as the Executive Board and

Supervisory Board of RENK AG consider an

obligation to release quarterly publications

in addition to the statutory requirement of

the Wertpapierhandelsgesetz (WpHG – Ger-

man Securities Trading Act) to be unneces-

sary.”

14

Annual General Meeting The Annual General Meeting is the forum for

shareholders of RENK AG to exercise their vot-

ing rights, to obtain information and to engage

in a dialog with the Executive Board and the Su-

pervisory Board.

RENK AG’s Annual General Meeting is orga-

nized and held with the goal of providing all

shareholders with information quickly, compre-

hensively and effectively both before and dur-

ing the Annual General Meeting. The invitation

to the Annual General Meeting is published in

the Bundesanzeiger (the Federal Gazette) and is

made accessible to shareholders and all other

interest parties on RENK’s website, together

with all reports and submissions for the Annual

General Meeting.

To make it easier for shareholders to exercise

their rights in person and to facilitate voting

representatives, in addition to the option of au-

thorizing a bank, shareholder associations or

other persons, there is the possibility of author-

izing a RENK employee as a voting representa-

tive.

Cooperation between the Executive Board and the Supervisory Board In accordance with German stock corporation

law, RENK AG has a dual management structure

consisting of its Executive Board and its Super-

visory Board. Both governing bodies work to-

gether closely for the good of the company and

strive to sustainably increase the value of the

company for the shareholders.

The Executive Board performs management

and operational functions on its own responsi-

bility, the Supervisory Board performs monitor-

ing and consulting functions. Both the Execu-

tive Board and the Supervisory Board work on

the basis of the applicable legal regulations and

their respective Rules of Procedure. The Execu-

tive Board informs the Supervisory Board

promptly and comprehensively on strategy,

planning, business development and the risk

position. Transactions and measures that re-

quire the approval of the Supervisory Board are

presented to it in time. The Executive Board

also informs the Chairman of the Supervisory

Board immediately of extraordinary events.

The Executive Board The Executive Board is the management body

of RENK AG and has two members as of Decem-

ber 31, 2018. The members of the Executive

Board conduct all the company’s business with

joint responsibility. The Executive Board is ap-

pointed by the Supervisory Board. The Execu-

tive Board’s work is governed by its Rules of

Procedure.

The Executive Board determines the business

objectives for the entire RENK Group. It ensures

compliance with legal provisions, official regu-

lations and internal company policies. The Ex-

ecutive Board also ensures open and transpar-

ent corporate communications. The risk man-

agement system assists the Executive Board in

recognizing business and financial risks and

taking appropriate measures to reduce risks.

In accordance with the specifications of the

German Stock Corporation Act and item 4.3.4 of

the Code, Executive Board members only can

perform sideline activities with the prior con-

sent of the Supervisory Board.

The Executive Board members are further re-

quired to disclose conflicts of interest to the Su-

pervisory Board and the other members of the

Executive Board without delay. Executive Board

members did not report any conflicts of inter-

est in the year under review. In addition, com-

panies of the RENK Group did not perform any

transactions with members of the Executive

Board or their related parties in the year under

review.

The Supervisory Board The Supervisory Board, consisting of an equal

number of employee and shareholder repre-

sentatives, is the monitoring and consulting

body of RENK AG.

In accordance with section 96(1) alt. 1 and sec-

tion 101 AktG in conjunction with section 1(1)


and section 7(1) sentence 1 no. 1 of the Mitbes-

timmungsgesetz (MitbestG – German Codeter-

mination Act), the Supervisory Board consists

of twelve members. Six of these are shareholder

representatives elected by the Annual General

Meeting and six are employee representatives

elected in line with the German Codetermina-

tion Act. Since January 1, 2016, the statutory

minimum share of 30% women and men must

also be taken into account in new elections to

fill single or multiple Supervisory Board seats.

For information on the composition of the Su-

pervisory Board and the Supervisory Board

committees formed plus further details of the

changes occurred in the year under review,

please see the report of the Supervisory Board

and the notes to the consolidated financial

statements.

In light of the purpose of the company, its size

and the share of its international activities, the

Supervisory Board of RENK AG is endeavoring

to achieve a composition for the Supervisory

Board that takes the following elements into

account:

At least one seat on the Supervisory Board for

persons who especially embody the criterion

of internationality.

At least one Supervisory Board member

elected by the shareholders who has no po-

tential conflicts of interest and are independ-

ent within the meaning of item 5.4.2 of the

Code.

Generally no persons should be considered

for election who have reached the age of 70

by the time of the election or who have al-

ready been a member of the Supervisory

Board of the company for more than 20 years.

All these criteria are met or are complied with.

Mr. Michael Behrendt is considered an inde-

pendent member of the Supervisory Board as

defined by the Code.

In accordance with the skills profile prepared

by the Supervisory Board, the Supervisory

Board of RENK AG as a whole should have the

following skills and expertise:

In-depth knowledge and experience from the

company itself.

Management or monitoring experience at

other medium-sized or large enterprises.

Experience in key areas for the RENK Group,

such as mechanical engineering and infor-

mation technology.

Expertise in the field of finance.

All these criteria are met or are complied with.

Supervisory Board members did not report any

conflicts of interest in the year under review.

The appointments of Supervisory Board mem-

bers in bodies of other companies are shown in

the notes to the consolidated financial state-

ments.

Remuneration system of the Executive Board and the Supervisory Board For details of the remuneration system for the

Executive Board and the Supervisory Board,

please see the remuneration report in the man-

agement report.

Compliance report 2018 In fiscal year 2018 RENK systematically imple-

mented and continued to develop the compli-

ance program covering the combating of cor-

ruption, antitrust law, data privacy and money

laundering.RENK has established compliance as

an integral part of its corporate culture. The

compliance management system is coordi-

nated, taught and constantly refined by the

compliance officer on the basis of the MAN SE

compliance program. He reports directly to the

RENK AG Executive Board and functionally to

the Audit Committee of the Supervisory Board.

The compliance officer is assisted by a deputy

and two other employees in the area of review-

ing business partners. The Rheine and Hanover

plants are also assisted by “compliance champi-

16

ons” – managers who are not full-time compli-

ance employees but who assume special re-

sponsibility for compliance at their sites.

Furthermore, the compliance officer can use

the resources of MAN’s corporate compliance

office. In particular, training and information

materials and e-learning courses are managed

from here. Policies are adapted to RENK’s struc-

ture and business model.

The compliance organization and the introduc-

tion of new compliance measures were closely

coordinated with the Executive Board and plant

management teams on the basis of identified

risks. The Risk and Compliance Board, which

meets quarterly, is informed of the progress in

measures and coordinates the next steps as

necessary.

Ethical principles of conduct and compliance

requirements for RENK are established in the

Code of Conduct. This was revised in fiscal year

2018 and the updated version was distributed

to all employees of the companies through

their managers. In distributing the revised Code

of Conduct, employees were reminded how im-

portant honesty, integrity and ethically correct

conduct are at RENK.

Rules substantiating the Code of Conduct are

contained in the following compliance policies:

policy on the handling of gifts, hospitality

and invitations,

policy on the involvement of business part-

ners,

policy on the handling of donations and

sponsorship activities,

policy on compliance with antitrust provi-

sions,

policy on the fight against terrorism, corrup-

tion and money laundering,

policy on the handling of personal data.

In addition to the Code of Conduct for Employ-

ees, RENK has issued a Code of Conduct for Sup-

pliers and Business Partners that defines cer-

tain minimum ethical standards that RENK’s

suppliers and sales support business partners

must agree to comply with.

The integrity of business partners is checked as

a mandatory requirement and they are subject

to an approval process.

In the induction phase after joining the com-

pany, the Compliance Officer introduces new

employees to the compliance organization,

compliance processes and compliance tools,

and takes the opportunity to discuss the com-

pany’s expectations of employees.

In addition, in line with their risk classification,

employees still receive compliance awareness

training in classroom sessions and e-learning.

As per the policy on the involvement of busi-

ness partners, the integrity of sales support

business partners is checked as a mandatory re-

quirement and they are subject to an approval

process. The integrity checks conducted in the

reporting period and the scheduled follow-up

inspections did not lead to any objections.

The electronic monitoring system, also known

as the continuous controls monitoring system

(CCMS), for the early identification of possible

compliance risks and policy violations in pur-

chasing and payment processes, was still run-

ning at all RENK sites in Germany in the report-

ing period. CCMS reporting consists of various

check files. Changes in the extent of control

and control irregularities are evaluated on a

monthly basis and assessed in a meeting with

the Head of IT, Head of Finance and the Compli-

ance Officer, and finally reported to the RENK

Risk and Compliance Board.

The compliance officer and the compliance

help desk, which can be used by all employees

for matters concerning compliance, received 26

inquiries for the RENK Group and 25 for RENK

AG in the reporting period (compliance officer

(21), MAN compliance helpdesk (5)). These were

answered by the compliance officer and docu-

mented.


No compliance violations were identified in the

reporting period.

MAN’s “Speak up!” whistleblower portal helps

to detect and avoid dangerous risks. Through

“Speak up!”, tips concerning severe compliance

violations, particularly in the area of white col-

lar crime (such as corruption), antitrust law and

privacy, are received and processed.

RENK employees and third parties therefore

have another way to provide tips on compli-

ance violations – confidentially, internationally

and at any time – other than contacting the

compliance officer directly. Compliance viola-

tions are not tolerated at RENK under any cir-

cumstances. Information on possible violations

is examined in detail, violations are stopped

and sanctioned as far as labor law allows. Fur-

thermore, the findings from investigating com-

pliance violations are used for the continuous

improvement of the compliance system. No tip-

offs of compliance violations were received

through the whistleblower portal in the year

under review.

The introduction of the EU’s General Data Pro-

tection Regulation (EU GDPR) was a particular

priority, and it was used to check the estab-

lished system to ensure the pre-existing data

protection requirements on the basis of the

German Federal Data Protection Act. In this

project, all processes involving personal data

were described and assessed using special data

protection software. Measures were imple-

mented in close coordination with RENK’s data

protection officer, who also trained the com-

pany’s top managers.

Transparency RENK publishes a financial diary with all the

important dates for shareholders on the web-

site www.renk-ag.com under the “Investor Rela-

tions”. Furthermore, this website also provides

all other important information that can be ac-

cessed by shareholders and interested mem-

bers of the public, thereby allowing the simul-

taneous and comprehensive communication of

relevant information. This includes annual re-

ports and half-yearly reports, press releases and

invitations to and agendas for the Annual Gen-

eral Meeting including the other documenta-

tion that must be published in connection with

the Annual General Meeting.

Furthermore, such information that must be

disclosed immediately in accordance with capi-

tal market disclosure obligations is also pub-

lished on the www.renk-ag.com homepage un-

der “Investor Relations”. In particular, examples

of such information are:

In accordance with Article 19 of Regulation

(EU) No. 596/2014 of the European Parliament

and of the Council of 16 April 2014 on Market

Abuse (Market Abuse Regulation), persons

who perform management duties and their

related parties must report to the issuer and

the Bundesanstalt für Finanzdienstleistung-

saufsicht (BaFin – German Federal Financial

Supervisory Authority) the purchase and sale

of RENK shares and financial instruments

that reference RENK shares. No transactions

were reported in fiscal year 2018.

In accordance with Article 17 of the Market

Abuse Regulation, issuers are required to dis-

close inside information that relates to them

directly without delay.

In accordance with section 40 WpHG, Ger-

man issuers must immediately publish notifi-

cations that they receive of shares of voting

rights in the company being exceeded or

fallen below.

18

Accounting and audit of the financial statements The annual consolidated financial statements

of the RENK Group are prepared by the Execu-

tive Board based on the International Financial

Reporting Standards (IFRS), as adopted in the

European Union, and the single-entity financial

statements of RENK AG in accordance with the

German Commercial Code (HGB) and the Ger-

man Stock Corporation Act (AktG). The consoli-

dated financial statements of the RENK Group

and RENK AG are audited by the auditor and

the Supervisory Board.

In line with the recommendation in item 7.1.2

sentence 2 of the Code, the half-yearly report is

discussed at RENK by the Executive Board with

the Audit Committee prior to its publication.

The publication deadlines for the consolidated

financial statements and the half-yearly report

stipulated in item 7.1.2 sentence 4 of the Code

are complied with.

The Audit Committee of the Supervisory Board

proposes an auditor to be elected for the com-

pany to the Supervisory Board. The Annual

General Meeting appointed Pricewaterhouse-

Coopers GmbH Wirtschaftsprüfungsgesell-

schaft as the auditor for fiscal year 2018 on

April 27, 2018. The auditor provided the Supervi-

sory Board with a statement regarding its inde-

pendence, which serves as proof of the auditor’s

independence. In addition to granting the audit

engagement and agreeing the fee, the Supervi-

sory Board arranged the immediate reporting

by the auditor to the Supervisory Board in the

event of findings or events of material im-

portance in the performance of the audit of the

financial statements and of the discovery of in-

accuracies in the declaration of conformity is-

sued in accordance with section 161 AktG.

Other corporate governance practices RENK AG is the managing parent company of

the RENK Group. In addition to monitoring its

operating activities, it also defines the develop-

ment of the overall strategy and structure of

the RENK Group.

RENK’s reputation, the trust of our customers,

investors, employees and public opinion are

crucially dependent on the proper conduct of

all the employees of our Group.

RENK has therefore adopted the MAN Group’s

Code of Conduct in full as a binding standard

for day-to-day work. A key objective of the Code

of Conduct is to eliminate advantages granted

and accepted as a means of achieving business

goals. RENK’s standing among the competition

is owed solely to the quality and specific cus-

tomer benefits of its products and services. This

is made clear to our employees in part by train-

ing, but above all by exemplary conduct of

management. Furthermore, the requirements

of the Code of Conduct are defined in greater

detail in policies.

The appreciation of our employees – regardless

of nationality, culture, religion, sex and age – is

a central concern for RENK’s management. We

treat our employees fairly and openly and with

understanding and tolerance. And we expect

precisely this attitude from our employees in

their dealings with their colleagues, business

partners and third parties. Our social responsi-

bility also includes various preventive

measures for occupational safety and organiza-

tion that provide our employees with the best

possible protection and a positive working en-

vironment. We expect our employees to display

entrepreneurship. In return, we allow our em-

ployees to share in the company’s success.


Another key aspect of RENK’s corporate govern-

ance is responsibility towards investors, which

is quantified by appropriate target returns. The

continuous pursuit of these goals requires that

we strengthen our market position specifically

in our core business. The external growth strat-

egies that can be used for this, such as coopera-

tions, joint ventures, business acquisitions and

the establishment of global distribution offices,

are reviewed continuously together with the

possibilities for internal growth and imple-

mented specifically in the context of financial

opportunities.

(b) Working methods and composition of the Executive Board, the Supervisory Board and its committees

The composition of the Executive Board, the

Supervisory Board and the Supervisory Board

committees is presented in the notes to the an-

nual financial statements. The Executive Board

has no committees.

Please see under (a) for information on the

working methods of the Executive Board and


Working methods of the Supervisory Board committees The Supervisory Board has formed three joint

committees, each consisting of two shareholder

representatives and two employee representa-

tives – the Audit Committee, the Executive Per-

sonnel Committee and the Mediation Commit-

tee in accordance with section 27(3) of the Mit-

bestimmungsgesetz (MitbestG – German Code-

termination Act). There is also the Nomination

Committee that consists of two shareholder

representatives. The main role of the commit-

tees is to prepare the resolutions by the full Su-

pervisory Board. In individual cases, decision-

making powers and responsibilities of the Su-

pervisory Board are transferred to the commit-

tees.

The role of the Nomination Committee is to

identify candidates for Supervisory Board ap-

pointments and to propose to the Supervisory

Board suitable candidates for its nominations

to the Annual General Meeting.

The Mediation Committee performs the duties

assigned to it in accordance with section 27(3)

MitbestG.

In particular, meetings of the Audit Committee

are held in connection with the financial state-

ments meeting of the Supervisory Board and

the half-yearly report. Further meetings of the

Audit Committee are convened as necessary.

Please also see the report of the Supervisory

Board for information on the work of the com-

mittees.

(c) Target for share of women

For the period from January 1, 2017 to Decem-

ber 31, 2021, in accordance with section 111(5)

AktG, the Supervisory Board has set a target for

the share of women in the Executive Board of

0%. For the period from January 1, 2017 to De-

cember 31, 2021, in accordance with section

76(4) AktG, the Executive Board has again set a

target for the share of women of 0% for the first

management level and 12.8% for the second

management level below the Executive Board.

(d) Disclosures on compliance with the minimum share of women and men in the Supervisory Board

In accordance with section 96(2) sentence 1

AktG, the supervisory board of a listed stock

corporation subject to the German Codetermi-

nation Act must consist of at least 30% women

and at least 30% men.

Until RENK AG’s Annual General Meeting on

April 27, 2018, the Supervisory Board consisted

of two women and ten men.

The target ratio was thus not achieved at that

time. However, as these are what are known as

pre-existing appointments, this is not a contra-

vention of the legal regulation.

20

Prior to the 2018 Annual General Meeting,

shareholders objected to overall fulfillment un-

der the new Supervisory Board elections com-

ing up at the Annual General Meeting.

Thus, the Supervisory Board was required to

consist of at least two women and at least two

men – in terms of both shareholders and em-

ployees.

The shareholder representatives were elected at

the Annual General Meeting on April 27, 2018

and the employee representatives in accord-

ance with the provisions of the German Code-

termination Act. The newly elected Supervisory

Board has satisfied the statutory requirements

since the end of the Annual General Meeting on

April 27, 2018.

(e) Diversity concept for the Executive Board and the Supervisory Board

The aim of the diversity concept resolved by

the Supervisory Board for RENK AG’s Executive

Board and Supervisory Board is to ensure suffi-

cient diversity in terms of sex, internationalism

and different professional backgrounds, exper-

tise and experience.

Diversity concept for the Executive Board The diversity concept for the Executive Board

consists of the following components:

Stipulation of a target for the share of women

in the Executive Board of 0% in accordance

with section 111(5) AktG. However, the Super-

visory Board supports the activities of the Ex-

ecutive Board to increase the share of women

at the highest management levels in the com-

pany, including in terms of developing poten-

tial successors for the Executive Board.

Appointments for members of the Executive

Board should generally end one year after

they reach the age of 65. This age limit will in-

crease in line with the development of the

standard retirement age for the statutory

pension system and the Supervisory Board re-

serves the right to make exceptions in indi-

vidual cases.

Executive Board members should have many

years of management experience and as

much experience as possible from different

professions.

Among other things, the Executive Board as a

whole should have long-term experience in fi-

nance and HR management.

The Supervisory Board decides who should be

appointed to a specific Executive Board posi-

tion in the interests of the company and taking

into account all the circumstances of the indi-

vidual case.

The diversity concept for the Executive Board

will be implemented in the event of a forth-

coming appointment of a new Executive Board

member in compliance with the established

rules of the diversity concept when suitable

candidates are selected by the Supervisory

Board.

The Executive Board fulfills all the require-

ments of the diversity concept in its current

form. In particular, the Executive Board as a

whole has all the expertise and experience in-

tended by the diversity concept. The set age

limit is complied with.


Diversity concept for the Supervisory Board The diversity concept for the Supervisory Board

consists of the following components:

The objectives set for the composition of the

Supervisory Board.

The skills profile for the Supervisory Board.

The gender quota of 30%, which is already

prescribed by law for the composition of the

Supervisory Board of RENK AG in accordance

with section 96(2) sentence 1 AktG and must

be adhered to accordingly.

The proposals to the Annual General Meeting

for the election of Supervisory Board members

are made in accordance with the statutory pro-

visions and the rules of the diversity concept. It

should be noted that the nominations by the

Supervisory Board can only influence the com-

position of the Supervisory Board in terms of

shareholder representatives.

The Supervisory Board of RENK AG is composed

in accordance with the rules of the diversity

concept. The set targets for the composition of

the Supervisory Board, the requirements of the

competence profile and appropriate participa-

tion by women with currently four female Su-

pervisory Board members have been achieved.

(The Corporate Governance Statement can also be found on the Internet under www.renk-ag.com in

Investor Relations, Reports, under the section of the same name.)

22


Management Report of the RENK Group for the Fiscal Year from January 1 to December 31, 2018

Increases in order intake and sales revenue, operating profit

stable

Order intake € 529 million (previous year: € 434 million)

Sales revenue € 502 million (previous year: € 469 million)

Headcount 2,319 (previous year: 2,235)

Operating profit € 60 million (previous year: € 60 million)

Operating return on sales 12.0% (previous year: 12.8%)

Earnings per share € 6.25 (previous year: € 6.30)

Net cash flow € 2 million (previous year: € 1 million)

Proposed dividend: Distribution of € 2.20 per share (previous

year: € 2.20)

Outlook 2019

Order intake to rise further

Sales revenue over € 500 million again

Operating profit back at prior-year level

Operating return on sales still in double digits

24


Business activities and management of the RENK Group

RENK AG – Business focus The origins of RENK AG date back to 1873. It

was now 145 years ago that Johann Julius

Renk founded a small workshop for the me-

chanical production of gear wheels in Augs-

burg Lechviertel. In 1879 the young firm

moved to the Göggingen neighborhood,

which is still the Group’s headquarters today.

The company was transformed into a stock

corporation in 1897, and from 1923 RENK was

part of what is now the MAN Group. Follow-

ing the majority takeover of MAN SE by

VOLKSWAGEN AKTIEN-GESELLSCHAFT

(VW AG) in 2011, RENK also became a member

of the Volkswagen Group. As part of a strate-

gic reorganization, MAN SE sold all its shares

in RENK AG to Volkswagen Klassik GmbH,

Wolfsburg, a wholly owned subsidiary of VW

AG, as of the end of fiscal year 2018. This

brought an end to RENK’s 95 years as part of

the MAN Group.

Today, RENK is a key provider of premium

drive technology for a wide range of applica-

tions. It has a global outlook and major pro-

duction locations (branches) in Augsburg,

Rheine and Hanover.

RENK has made it its goal to maintain and ex-

pand its top technological position in key ar-

eas and to achieve profitable growth in the

future. The main pillars of this strategy are

targeted internationalization measures, a

dedicated focus on customer requirements,

operational excellence in all fields and a con-

stant capacity for innovation.

Overview of divisions The Special Gear Units business comprises

large-gear production at RENK AG’s Augsburg

site and RENK-MAAG GmbH, Winterthur,

Switzerland. The product range extends from

stationary gear units for a variety of indus-

trial applications, including the cement in-

dustry, to turbo gear units of up to 140 MW

transmission capacity to complex gear units

for fast craft and naval applications with up

to 90 MW transmission ratings.

The Vehicle Transmissions business is a

leading manufacturer of fully automatic

transmissions for medium-weight and heavy

tracked vehicles, and also offers a broad range

of powerful test rigs for a variety of indus-

tries.

RENK’s automatic power-shift transmissions

are suitable for rear or front installation with

all modern diesel engines. Electronically con-

trolled and monitored, the units are manu-

factured at RENK AG’s Augsburg site. Vehicle

Transmissions business also includes the

French subsidiary RENK France S.A.S., Saint

Ouen l’Aumône, which currently mainly per-

forms maintenance services for French army

tracked vehicle transmissions.

RENK’s test rig activities are assigned to Vehi-

cle Transmissions as well. RENK Test System

GmbH (RTS) in Augsburg and its US subsidi-

ary RENK Systems Corporation, Camby (IN),

USA, design and produce customized test rigs

for development, production and quality as-

surance. Its target industries are automotive,

aviation, railway vehicles, tracked vehicles

and wind turbines.

The Standard Gear Units business comprises

RENK AG’s Rheine site.

It specializes in marine gear units for mer-

chant ships, ferries, LNG/LPG tankers, supply

vessels and special ships. It also manufac-

tures gear units for turbine plants and cou-

plings for industrial applications. The site is

also home to RENK’s offshore wind turbine

activities.

The Slide Bearings business at RENK AG’s

Hanover site and the American sales com-

pany RENK Corporation, Duncan (SC), USA,

supply hydrodynamic, lubricated slide bear-

ings in particular. These are used for electric

26

motors, generators, pumps, blowers, water

turbines, conveyors and marine applications.

RENK has been a leading provider for stand-

ard series for years.

Intensive cooperation in the Group Combining the individual strengths and

product expertise of the individual divisions

creates the potential for synergies that can be

leveraged by the divisions working together

on larger projects. In addition, selective prod-

uct allocation allows the optimization of

large-gear unit production and assembly ca-

pacity.

Honing the competitive edge RENK’s competitive capability is built on

maintaining a leading technological position

in individual application areas, its global

presence in its relevant markets and service

quality tailored to the needs of international

customers.

Internal management system and value management

Internal management process in the RENK Group RENK is incorporated in the internal manage-

ment process of the Volkswagen Group. The

five-year medium-term planning specifically

sets out the basic objectives of long-term

strategic planning. Medium-term planning,

which is produced once per year, is the start-

ing point for the management of the RENK

Group and forms the core of its operational

planning.

When planning the company’s future, the in-

dividual planning components are deter-

mined on the basis of the timescale involved.

The coordinated results of the upstream plan-

ning processes are used as the basis for the

medium-term financial planning. This com-

prises the upfront investments needed for al-

ternative products and the implementation

of strategic options, the financial planning of

the income statement, cash flow and balance

sheet planning, profitability and liquidity.

The first year of the medium-term planning

period is then fixed and a budget prepared

for the individual months.

During the year, the budget is reviewed each

month to establish the degree to which the

targets have been met. Target/actual compar-

isons, prior-year comparisons, variance anal-

yses and, if necessary, action plans to ensure

targets are met are used in this process. For

the current fiscal year, revolving monthly

forecasts are prepared for the coming three

months and the full year. This is done taking

into account the current risks and opportuni-

ties.

The focus of internal management during a

year is therefore on adapting ongoing opera-

tions to internal and external circumstances.

At the same time, the current forecast serves

as a basis for the medium-term and budget

planning that follows it.

Key performance indicators in the RENK Group The most important financial performance

indicators in the RENK Group are sales reve-

nue, operating profit and operating return on

sales. The operating return on sales is the ra-

tio of the operating profit generated to sales

revenue. The most important non-financial

performance indicator is order intake.


Target returns RENK is still striving for an operating return

on sales of 9.0% within a range of +/-2 per-

centage points throughout a business cycle.

In 2018 the operating return on sales was

12.0% after 12.8% in the previous year.

28


Business performance and economic situation of the RENK Group

Economic environment The global economy continued its robust

growth in 2018 with a slight slowdown in

pace: Global gross domestic product (GDP)

climbed by 3.2% (3.3)%. Economic momen-

tum reached a similar level to the previous

year in both the advanced and the emerging

economies. However, growing international

trade policy distortion and geopolitical ten-

sions caused uncertainty to increase substan-

tially.

Solid GDP growth in Western Europe slowed

over the year to 1.8% (2.3%). The rate of

change for most of the countries in this re-

gion was lower than in the previous year. Un-

certainty stemmed from the UK’s exit negoti-

ations with the European Union, which lasted

the entire year, and the question this entails

of the future nature of relations.

The Central and Eastern Europe region also

reported a lower growth rate than in the pre-

vious year at 2.9% (4.0%). While the rise in

GDP in Central Europe slowed at a relatively

high level overall, economic growth in East-

ern Europe remained unchanged. The Rus-

sian economy expanded slightly with a

growth rate of 1.6% (1.5%). There was a consid-

erable economic slump in Turkey to 2.5%

(7.3%) after the first half of 2018.

In Germany, the robust GDP growth contin-

ued in 2018 with a good situation on the la-

bor market, though momentum was slower

than in the previous year at 1.5% (2.5%). Both

corporate and consumer sentiment deterio-

rated over the course of the year.

The growth rate of the US economy rose to

2.9% (2.2%) in the year under review. Above

all, the economy was aided by domestic con-

sumer demand. Given the stable situation on

the labor market and the forecast develop-

ment in inflation, the US Federal Reserve

gradually raised its key interest rate. The US

dollar gained ground against the euro as the

year progressed.

The Brazilian economy again experienced

slight growth of 1.4% (1.1%). However, the situ-

ation for South America’s largest economy re-

mained tense, due in part to political uncer-

tainty.

At 6.6% (6.9%), the growth of the Chinese

economy in 2018 was not quite as strong as in

the previous year. The government re-

sponded to the trade dispute with the US by

stepping up its support measures. The posi-

tive trend continued in India, with the econ-

omy growing by 7.2% (6.7%) in the year under

review. However, momentum slowed some-

what as the year progressed.

According to the German Engineering Associ-

ation (VDMA), sales revenue in the global en-

gineering sector climbed by around 6% (cor-

rected for inflation) for the second year in a

row in 2018. Positive developments were seen

in countries including China, the US, the UK

and Japan. The VDMA expects production

growth of 2% as against 2017 in real terms for

the German mechanical engineering indus-

try.

Summary by the Executive Board As in previous years, the individual target

markets on which RENK operates were char-

acterized by significant fluctuations and var-

ying developments in fiscal year 2018.Thanks

to its broad product portfolio and presence

on various markets with little correlation to

each other, RENK’s 2018 key performance in-

dicators were within the ranges projected at

the start of the year. Once again in fiscal year

2018, developments in individual business ar-

eas that outperformed their original forecasts

balanced out those that fell short of projec-

tions. It is an aspect of RENK’s business model

that it is very difficult to precisely plan the

30

structure, size and timing of business perfor-

mance. The major projects it handles, which

are relatively few in number but of a signifi-

cant size, can lead to considerable planning

distortion, while the specific nature of cus-

tomer-oriented one-off and small-series pro-

duction has the potential for uncertainty that

can prove either positive or negative. Given

this, RENK’s management positively notes

that all relevant performance indicators at

the level of the RENK Group were in line with

expectations in 2018, and in some cases even

at the upper end of the range. The Executive

Board is not entirely satisfied with the perfor-

mance in individual segments, particularly as

regards operating profit and the operating re-

turn on sales.

The tables below provide an overview of the

individual figures forecast for the year under

review 2018 and their attainment. For de-

tailed information on the development of key

performance indicators, please see the sec-

tions “Results of operations” and “The seg-

ments”.


32

Forecast variance analysis

RENK Group

Results 2017 Forecast 2018

Adjustment of forecast

for 2018 during year Results 2018

Order intake € 434 million Tangible increase – € 529 million

Sales revenue € 469 million Slight increase – € 502 million

Operating profit € 60 million Same level – € 60 million

Operating return on sales 12.8%

Slight decline, but double-digit – 12.0%

Special Gear Units segment




Order intake € 154 million Tangible increase – € 208 million

Sales revenue € 162 million Slight increase – € 171 million

Operating profit € 11 million Same level – € 5 million

Operating return on sales 6.8% Same level – 3.1%

Vehicle Transmissions segment




Order intake € 124 million Significant increase – € 171 million

Sales revenue € 151 million Tangible rise – € 177 million

Operating profit € 27 million Slight rise – € 37 million

Operating return on sales 17.7% Same level – 21.1%


Standard Gear Units segment




Order intake € 88 million Same level – € 76 million

Sales revenue € 78 million Same level – € 79 million

Operating profit € 8 million Slight decline – € 6 million

Operating return on sales 10.7% Slight decline – 8.2%

Slide Bearings segment




Order intake € 84 million Slight rise – € 85 million

Sales revenue € 88 million Same level – € 87 million

Operating profit € 14 million Slight decline – € 11 million

Operating return on sales 16.0% Slight decline – 12.9%

34


Results of operations

Order intake up by 22% RENK received new orders worth € 529 mil-

lion in fiscal year 2018. As expected, order in-

take was therefore well in excess of the previ-

ous year’s level (€ 434 million). Order intake

in Special Gear Units business grew even

more impressively than had already been

forecast – € 208 million marks an increase of

35% on the 2017 figure of € 154 million. There

were already signs of significant opportuni-

ties for growth in Vehicle Transmissions busi-

ness at the beginning of the year, leading to

incoming orders of € 171 million over the

course of the year and a significant increase

on the previous year’s € 124 million. By con-

trast, Standard Gear Units business fell short

of expectations for virtually the same level of

order intake in the year under review. At

€ 76 million, incoming orders were 14% down

year-on-year (€ 88 million), due in part to the

lack of offshore wind orders. While Slide Bear-

ings business was also able to match the pre-

vious year’s order intake at € 85 million, it did

not entirely achieve the slight increase that

had been forecast.

36

Sales revenue of more than € 500 million RENK’s sales revenue rose by € 33 million (7%)

to € 502 million in fiscal year 2018 (2017:

€ 469 million), in line with its forecast at the

beginning of the year. The individual seg-

ments also generated sales revenue within

the ranges estimated. Special Gear Units re-

ported a slight increase in sales revenue of

5%, or € 9 million, to € 171 million, while de-

liveries by Vehicle Transmissions were up sig-

nificantly year-on-year by € 26 million or 18%

(€ 177 million after € 151 million).

Sales revenue remained at roughly the same

level as in 2017 for Standard Gear Units (up

1%) and Slide Bearings (down 2%).


Order backlog grows to € 774 million RENK achieved year-on-year growth in both

order intake and sales revenue in fiscal year

2018. The rise in order intake substantially

outweighed the increase in sales revenue, al-

lowing order backlog to swell by € 26 million

from € 748 million at the beginning of the

year to € 774 million at the end of the year

under review.

This growth was driven solely by the increase

in Special Gear Units. Vehicle Transmissions

almost equaled the previous year’s level in

relative terms, while Standard Gear Units and

Slide Bearings both reported slight percent-

age reductions. Given the different lead times

in the individual segments, there are also

wide discrepancies in the share of order back-

log the segments account for, with Vehicle

Transmissions responsible for more than half

of the order backlog at the end of 2018 and

Special Gear Units for a further third.

38

Operating profit again € 60 million As in the previous year, RENK generated an

operating profit of € 60 million in fiscal year

2018, entirely in line with the consistent level

forecast at the start of the year.

The operating profit for Special Gear Units

fell more than expected and, at € 5 million,

clearly missed the target of an operating

profit at the same level as the previous year

(€ 11 million). Factors contributing to this de-

velopment included poorer revenue quality, a

less favorable sales revenue mix and higher

expenses.

The operating profit in Vehicle Transmissions

business was even better than forecast at the

beginning of the year. Growth in sales reve-

nue and a more favorable product mix re-

sulted in an operating profit of € 37 million, a

much better performance than the mere

slight increase originally anticipated.

The operating profit for Standard Gear Units

was lower than expected. At € 6 million in fis-

cal year 2018 after € 8 million one year previ-

ously, the decline was more pronounced than

had been assumed.

The operating profit for Slide Bearings busi-

ness also fell slightly short of expectations.

While only a slight decline had been forecast

at the start of the year, this was a little

stronger than expected, with the segment

achieving € 11 million in the year under re-

view after € 14 million in the previous year.

The RENK Group generated an operating re-

turn on sales of 12.0% in fiscal year 2018 (pre-

vious year: 12.8%). This was at the upper end

of the forecast from the start of the year,

which had assumed a slight decline while re-

maining in double digits. The operating re-

turn on sales for Vehicle Transmissions easily

exceeded expectations. In the Standard Gear

Units and Slide Bearings, the operating return

on sales underperformed the forecast of only

a slight decline, while Special Gear Units fell

well short of its goal of a stable level.


40

Income statement1)

2018 2017

€ million in % € million in %

Sales revenue 502 100.0 469 100.0

Cost of sales2) (383) (76.3) (354) (75.5)

Gross profit 119 23.7 115 24.5

Other operating income2) 7 1.5 4 0.8

Distribution expenses (37) (7.4) (35) (7.5)

Administrative expenses (22) (4.4) (20) (4.2)

Other operating expenses (6) (1.3) (4) (0.8)

Operating profit 60 12.0 60 12.8

Financial result 1 0.3 1 0.2

Profit before taxes 62 12.3 61 13.0

Income tax expense (19) (3.8) (18) (3.9)

Profit after tax 43 8.5 43 9.1

Earnings per share in € 6.25 – 6.30 –

Distribution per share in €3) 2.20 – 2.20 –

1) Minor differences in totals or percentages in the statements and tables below can occur as a result of the commercial rounding of amounts in the thousands of euro.

2) Adjustment of prior-year information. Please see the information in the notes to the annual financial statements. 3) 2018: Proposal to the Annual General Meeting


The gross margin fell again from 24.5% in the

previous year to 23.7% in fiscal year 2018. It

should be noted that the prior-year figures

have been adjusted in line with the change in

the treatment of income from the reversal of

provisions. This income is now allocated to

the functions for which the provisions were

originally recognized. This also included the

reversal of a provision following the amicable

settlement of arbitration proceedings in the

previous year.

Administrative and distribution expenses

each rose by around € 2 million, largely on ac-

count of higher staff costs. Other operating

income was up € 3 million year-on-year,

other operating expenses were down by

€ 2 million.

At € 19 million, tax expenses were slightly

higher than the 2017 figure of € 18 million in

fiscal year 2018. This corresponds to a tax rate

of 31.0% in 2018 after 30.0% in the previous

year. The tax rate results from the respective

income tax rates for the domestic and foreign

Group companies and from prior-period and

deferred taxes.

At € 43 million, profit after tax again matched

the previous year’s level in 2018 (€ 43 mil-

lion). Earnings per share amounted to € 6.25

in 2018 (2017: € 6.30).

42

Financial position of the RENK Group

Principles and objectives of financial management As in previous years, RENK’s financial man-

agement was performed centrally by MAN SE.

The aim of central financial management is

to ensure sufficient liquidity at all times, to

limit financial risks and thereby to enhance

enterprise value.

This comprises safeguarding liquidity re-

sources for operating activities, investment

and targeted growth in addition to the hedg-

ing of currency risks. Liquidity was managed

by the MAN Group’s central cash manage-

ment system, which included RENK AG and

its consolidated subsidiaries in fiscal year

2018.

Cash flow – development of cash and cash equivalents and term deposits

€ million 2018 2017

Cash and cash equivalents at beginning of period 199 214

Cash flows from operating activities 35 25

Cash flows from current investing activities1) (33) (24)

Net cash flow 2 1

Cash flows from investing activities (33) (24)

Cash flows from financing activities (15) (15)

Net change in cash and cash equivalents (13) (15)

Cash and cash equivalents at end of period 186 199

1) Investment in intangible assets and property, plant and equipment


RENK generated a positive cash flow from op-

erating activities of € 35 million in fiscal year

2018 after € 25 million in the previous year.

Working capital commitments rose again in

2018 as a result of the completion of ongoing

projects and the high sales revenue in the sec-

ond half of the year.

Significantly stronger investment activity

than in the previous year caused net cash

used in investing activities to rise to

€ -33 million in 2018 (2017: € -24 million). Fur-

ther details can be found in the section “Capi-

tal expenditures, environmental manage-

ment”.

The net cash flow for fiscal year 2018 there-

fore amounts to approximately € 2 million af-

ter around € 1 million in the previous year. As

in the previous year, net cash provided by fi-

nancing activities included only the dividend

payment of € 15 million. Cash and cash equiv-

alents therefore declined from € 199 million

at the beginning of the year to € 186 million

by the end of 2018.

44

Net assets

€ million Dec. 31, 2018 Dec. 31, 2017

Intangible assets and property, plant and equipment 212 198

Other and financial investments 11 9

Inventories 197 181

Trade receivables 105 88

Contract assets1) 6 -

Other current and non-current assets 22 6

Taxes 15 19

Cash and cash equivalents 186 199

Assets 753 700

Equity 450 422

Pensions 16 11

Other provisions 52 57

Contract liabilities, current and non-current1) 162 142

Trade payables 39 35

Other current and non-current liabilities 31 29

Taxes 2 5

Equity and liabilities 753 700

1) New statements of financial position item in accordance with IFRS 15. Please see “New and revised accounting pronouncements and methods” in the consolidated financial statements.


Over the course of fiscal year 2018, property,

plant and equipment and intangible assets

increased from € 198 million at the beginning

of the year to € 212 million at the end of the

year. This mainly reflected increased invest-

ment activity at the Augsburg site. There was

also the effect of the acquisition and subse-

quent merger of MAAG Gear System AG.

Partly as result of delays in delivery and high

sales revenue in the last two months of 2018,

inventories, trade receivables and contract as-

sets rose by € 16 million and € 24 million re-

spectively as of the end of the year. In accord-

ance with IFRS 15, from the year under review,

future receivables from customer-specific

construction contracts previously recognized

in accordance with the percentage of comple-

tion method are no longer reported under

“Trade receivables” and are now shown as

“Contract assets”. Other current and non-cur-

rent assets rose by € 16 million, also as a re-

sult of the first-time adoption of IFRS 15,

which now also requires the reporting of en-

forceable rights to prepayments to be re-

ceived.

The development of cash and cash equiva-

lents is described in more detail under “Fi-

nancial position of the RENK Group”.

RENK’s equity amounted to € 450 million as

of the end of 2018, € 28 million higher than

the figure at the start of the year (€ 422 mil-

lion). The decline in the equity ratio from

60.3% in the previous year to 59.7% was due

in part to higher total assets as a result of the

first-time adoption of IFRS 15 referred to

above.

Pension provisions rose from € 11 million to

€ 16 million in fiscal year 2018. The develop-

ment of the fair value of plan assets also re-

flects the difficult situation on the financial

markets.

Prepayments received, now reported under

“Contract liabilities, current and non-cur-

rent”, were up by € 21 million from € 142 mil-

lion at the beginning of the year to € 162 mil-

lion as of the end of the year. As for assets,

this also reflected the first-time adoption of

IFRS 15 as regards enforceable rights and the

associated obligations from prepayments to

be received.

Distribution again € 2.20 per share The goal of RENK’s dividends policy is still to

allow shareholders to appropriately partici-

pate in business performance while ensuring

the RENK Group’s future viability by increas-

ing its equity. RENK AG has reported net in-

come for fiscal year 2018 in accordance with

the German Commercial Code of € 30.5 mil-

lion (previous year: € 38.2 million). The Exec-

utive Board transferred € 15.3 million of this

(previous year: € 19.1 million) to retained

earnings. Including retained profits brought

forward, the net retained profits therefore

amount to € 27.0 million (previous year: €

26.7 million). The Executive Board and the Su-

pervisory Board propose to the Annual Gen-

eral Meeting the distribution of a dividend

for fiscal year 2018 as in the previous year of

€ 2.20 per share. Measured against the clos-

ing price of RENK shares of € 94.50 as of De-

cember 31, 2018, this corresponds to a divi-

dend yield of 2.3% (previous year: 1.9%).

46


Capital information/disclosures in accordance with section 315a(1) HGB1)

The disclosures on individual matters in ac-

cordance with section 315a(1) HGB are as fol-

lows:

Clause 1: Composition of subscribed capital. The share capital of RENK AG of € 17.9 million

is divided into 7 million no-par value bearer

shares. There are no other classes of shares.

Clause 2: Restrictions on voting rights or the transfer of shares. Each share grants one vote; there are neither

restrictions on voting rights nor restrictions

concerning the transfer of shares.

Clause 3: Direct or indirect shareholdings of more than 10% of the capital. MAN SE, Munich, held 76% of the subscribed

capital of RENK AG until December 31, 2018.

Through their investment in MAN SE, TRA-

TON AG (formerly: Volkswagen Truck & Bus

GmbH), Munich, its parent company VW AG,

Wolfsburg, and Porsche Automobil Holding

SE, Stuttgart, and their controlling sharehold-

ers also indirectly held 76% in the subscribed

capital of RENK AG. Since the shares were

transferred from MAN SE to Volkswagen

Klassik GmbH, Wolfsburg, on Decem-

ber 31, 2018, the latter has held 76% in the

subscribed capital of RENK AG. Through

VW AG’s 100% interest in Volkswagen Klassik

GmbH, Volkswagen Klassik GmbH itself, Por-

sche Automobil Holding SE and their control-

ling shareholders also still indirectly hold 76%

in the subscribed capital of RENK. RENK AG

was not advised of, nor is it aware of, any

other direct or indirect shareholdings in the

capital of the company exceeding 10% of the

voting rights or the relevant reporting

thresholds of the Wertpapierhandelsgesetz

(WpHG – German Securities Trading Act).

Clause 4: Bearers of shares with special rights granting control. There are no special rights granting control.

Clause 5: Control of voting rights for employee shareholdings in capital. There is no control of voting rights.

Clause 6: Statutory provisions and regulations in the Articles of Association on the appointment and dismissal of members of the Executive Board and amendments to the Articles of Association. The appointment and dismissal of the Execu-

tive Board are regulated by section 84 of the

Aktiengesetz (AktG – German Stock Corpora-

tion Act). Members of the Executive Board are

therefore appointed by the Supervisory Board

for a maximum of five years. In accordance

with Article 5 of the Articles of Association,

the Executive Board of RENK AG consists of at

least two persons.

The number of members is determined by


In accordance with section 179(2) AktG,

amendments to the Articles of Association

can be resolved by the Annual General Meet-

ing with a three-quarter majority of the capi-

tal represented.

1) Please also see the notes to the consolidated financial statements for the required capital disclosures in “Equity”.

48

Clause 7: Powers of the Executive Board to issue or redeem shares. The authorization of the Executive Board to

buy back own shares ended on Novem-

ber 8, 2007. 199,903 own shares or 2.86% of

the total number of shares had been bought

back by this date.

The Executive Board is authorized, with the

approval of the Supervisory Board, to dispose

of or acquire own shares in a manner other

than on the stock market or by way of offer to

all shareholders with shareholders’ preemp-

tive rights disapplied,

if the own shares acquired are sold at a

price not significantly less than the market

price of the shares of the company,

or

if this is done as consideration in the con-

text of a business combination or to ac-

quire companies or equity investments in

companies.

The Executive Board is also authorized, with

the approval of the Supervisory Board, to

withdraw own shares without this requiring

an additional resolution by the Annual Gen-

eral Meeting.

These authorizations were not exercised in

the year under review. There is no authorized

capital for the issue of new shares.

Clause 8: Material arrangements in the event of a change of control following a takeover bid. There are no such arrangements.

Clause 9: Compensation agreements with members of the Executive Board or employees in the event of a takeover bid. There are no change-of-control regulations

either for members of the Executive Board of

RENK AG or its employees.

Closing statement by the Executive Board on the dependent company report in accordance with section 312 AktG

In accordance with section 312 of the Aktiengesetz (AktG – German Stock Corporation Act), the Exec-

utive Board of RENK AG has prepared a dependent company report. It lists all the transactions with

affiliates of Volkswagen Klassik GmbH and VW AG in fiscal year 2018. The closing statement by the

Executive Board on this report ends as follows:

“The Executive Board hereby declares that, according to the circumstances known to it at the time

that each transaction was performed, our company received appropriate consideration for each

transaction.”


50

Research and development

RENK has made it its goal to maintain and ex-

pand its top technological position in key ar-

eas. Research and development play an ever

more prominent role in this. Most of the

products in RENK’s range have long lifecycles,

so in addition to new developments within

and outside the existing product lines, our in-

novation management mainly focuses on

progress that benefits customers. A key as-

pect of this is going further to offer inte-

grated service packages.

RENK cooperates with various universities

and research institutes, not to mention in-

dustry partners, on individual projects.

RENK invested € 13 million (previous year:

€ 14 million) of its own funds in the develop-

ment of new products and the enhancement

of existing ones in the fiscal year.

In 2018, development activities for high-end

marine gear units in Special Gear Units again

focused on the optimization and advance-

ment of the CODELAG technology, which al-

lows various combinations of gas turbines

and electric motors. Based on this, in the past

RENK developed its innovative AED (Ad-

vanced Electric Drive) module, which can be

used as a primary or auxiliary drive for low-

noise drives. The first systems have been de-

livered and are already proving themselves in

practical use. RENK is working continuously

on the ongoing development of this technol-

ogy to tap additional marine applications in

fields not previously accessible to RENK.

In stationary gear units, in addition to the on-

going development of established series con-

cepts, work focused on achieving market

readiness for high-efficiency, variable turbo

gear units with a competitive cost structure.

Also, a new gear unit was designed for the

plastics industry that extends RENK’s product

range in this field. The advancing integration

of electrical and mechanical drive technology

is reflected in many developments.

Vehicle Transmissions activities similarly

concentrated on continuing projects initiated

in previous years. This included both extend-

ing the existing product portfolio, where trial

activities began in the previous year, and the

ongoing development of individual transmis-

sion components. A further area of focus was

cooperation with system providers for the in-

tegration of RENK transmissions into their

vehicle concepts.

The development activities of RENK’s test rig

business are closely geared towards the spe-

cific requirement profiles of the respective

customer applications.

Standard Gear Units also concentrated on

continuing development projects initiated in

previous years. The focus in marine gear

units was on broadening the product portfo-

lio for dredgers. Work was also done on front-

end PTO (Power Take Off) gear units for ma-

rine diesel engines. The stand-out projects in

offshore wind turbine activities included the

development of a new series of wind turbine

gear units and a new series of wind turbine

couplings. Work was also done on other gear

unit series for the oil and gas market.

As in previous years, development activities

in Slide Bearings again focused on process

improvements for different coating technolo-

gies.


Capital expenditures and environmental management

RENK invested € 35 million in property, plant

and equipment and intangible assets in fiscal

year 2018, € 15 million more than the previ-

ous year’s figure of € 19 million. There was

also the effect of the acquisition and merger

of MAAG Gear System AG in the amount of

€ 1 million. In line with its business model,

RENK’s long-term capital expenditure policy

is geared towards the market requirements

for RENK products and services and cost opti-

mization in order to improve its competitive

standing.

As anticipated, RENK AG’s Augsburg site ac-

counted for a large share of capital expendi-

tures. Almost half of this went towards the

new logistics center with goods receiving, re-

ceiving inspection and warehouse facilities,

which was designed in the previous year and

is located in Oberottmarshausen to the south

of Augsburg. The topping-out ceremony was

held at the end of December 2018. Construc-

tion is progressing as scheduled and the

building is expected to open in July 2019. Ac-

tivities in Special Gear Units focused on con-

tinuing the restructuring and renewal of gear

grinding technology and the optimization of

assembly processes. Vehicle Transmissions

also focused on the reorganization and opti-

mization of assembly processes, and on rede-

signing and expanding parts of mechanical

production, including in particular housing

processing facilities.

In Rheine, at the Standard Gear Units site,

capital expenditure focused on the renewal

and optimization of the mechanical produc-

tion machinery. At the Hanover Slide Bear-

ings site, the focus was still on optimizing

surface coating facilities.

RENK France completed its extensive, long-

term modernization and renovation of the

building infrastructure for production, tech-

nology, administration and distribution.

Work also began to replace the testing facili-

ties. In June 2018, the Swiss company RENK-

MAAG acquired all shares in the Swiss MAAG

Gear Systems AG, where the remaining activi-

ties of the MAAG Group in the marine sector

were bundled. The company was merged with

RENK-MAAG in October.

Environmental protection is a top priority at

all RENK sites. RENK AG’s Augsburg site was

successfully recertified according to ISO

14001:2015 in 2018. RENK AG’s Hanover site

and RENK-MAAG in Switzerland are also certi-

fied to this standard.

On recertification of the environmental man-

agement system at RENK AG’s Augsburg site,

new environmental targets were also set for

the years ahead. These focus on reducing en-

ergy consumption and minimizing waste. In

the area of energy consumption, LED lighting

was installed in further parts of the hall; a list

of measures was prepared to reduce the

amount of waste and the implementation of

some items was begun.

At the Hanover site, the floor in the raw part

painting area was completely refurbished and

the work area was brought up to date in line

the latest environmental technology stand-

ards.

The inefficient jalousie windows in the pro-

duction hall were replaced by jalousie win-

dows with insulating glazing that close

properly.

52

One other container pitch at the site was

checked and optimized in line with the new

Verordnung über Anlagen zum Umgang mit

wassergefährdenden Stoffen (AwSV – German

Ordinance on Systems for the Handling of

Water-Hazardous Substances). All containers

with substances hazardous to water are now

placed on suitable and approved container

pitches, which can be used flexibly and set up

anywhere at the depot.

The completion of the new roof insulation on

the administrative building of RENK AG’s

Rheine site will reduce heating costs signifi-

cantly. Double-digit savings in the consump-

tion of cooling lubricants were achieved

thanks to the introduction of fluid manage-

ment for the production machinery that uses

them. The entire production area now prac-

tices paperless production and assembly. This

will lead to savings of € 20 thousand per year

on the consumption of paper and printer car-

tridges alone. The cogeneration plant that

was operating throughout the year saves

around 310 tonnes of CO2 per year. As at the

other sites, LED lighting was installed in pro-

duction – in those areas where this had not

already been done – which is expected to al-

low further savings of 810 kWh of electricity

per year.

At RENK-MAAG’s Winterthur site, stocks of

various oils in the production halls was re-

duced significantly to improve environmen-

tal risks, and the gasoline/oil mixture was re-

placed by a special cooling lubricant oil on all

processing machinery.

These measures entail further progress in

terms of energy efficiency, carbon footprint

and waste/waste gas management.


Employees

The RENK Group employed 2,319 people on

December 31, 2018 (previous year: 2,235). It

also had 66 subcontracted employees (previ-

ous year: 74). The number of employees in

Germany was 2,132 (previous year: 2,068), at

the foreign companies this figure was 187

(previous year: 167).

RENK’s many years of success are closely

linked to the high level of skill and dedication

of its employees and their sense of identity

with the company, which is reflected in the

average time spent with the company of 16

years. Large numbers of new employees were

hired in 2018 to implement RENK’s strategy,

e.g. in terms of ongoing internationalization.

Employee development therefore focused in

particular on communicating the company’s

specific knowledge and the RENK culture to

new employees while at the same time utiliz-

ing their expertise and stimulus for RENK.

Another priority in fiscal year 2018 was the

further professionalization of management

skills to give managers the best possible sup-

port in coping with current and future tasks.

Intensive program for new employee induction (onboarding program) RENK begins onboarding early on to integrate

its new, highly motivated employees in the

best possible way. The first component of the

onboarding program for vocational trainees

begins even before the regular start of train-

ing. Before they even produce their first piece

of work, vocational trainees and their parents

are invited to an initial getting-to-know-you

day to meet with the HR department and the

Work Council – ably assisted by more senior

trainees.

In addition to a comprehensive induction

plan, introductory events are held twice a

year to give all new employees at RENK in

Augsburg the opportunity to get to know the

site as a whole. The Executive Board and man-

agers provide information on products, strat-

egy and the projects currently being imple-

mented. However, alongside the technical

highlights, the focus is primarily on RENK’s

new employees. In addition to the obligatory

round of introductions, this provides the op-

portunity to get to know other new employ-

ees and speak with the Executive Board and

managers in a casual atmosphere.

However, the onboarding program is not over

at the end of the probation period. RENK of-

fers the RENK Academic Onboarding Program

(RAO) for employees with an academic back-

ground after around two years with the com-

pany. This one-year program is broken down

into various modules that help participants

better understand RENK and, in particular,

challenges and promotes employees’ project

management skills in addition to networking

and the sharing of information. After team-

building, participants rotate through differ-

ent areas on a weekly basis. The group as a

whole also works on an internal project.

While last year’s participants have worked on

RENK’s employer branding, the current group

is focusing on developing guiding principles

for employees to flank the existing guiding

principles for the company and management.

Management feedback for developing the managers of tomorrow Employee motivation is closely tied to the

way their supervisors lead. RENK has there-

fore launched a number of initiatives in the

past to augment its employees’ leadership

skills. In addition to the many leadership pro-

grams, such as the RENK Leadership Program,

senior qualifications and coaching, a feed-

back process for managers was launched for

the first time this year.

Based on RENK’s guiding principles for man-

agement, managers first assessed themselves

on the basis of mission statements. This self-

54

assessment was compared with one prepared

by their supervisors, who had first had the

opportunity to validate their respective opin-

ions in discussions with other colleagues. In

an interview between the supervisor and the

employee, opinions on leadership conduct

were openly discussed and, if necessary,

measures such as individual coaching were

agreed to further develop the respective man-

agers. This process of open management

feedback enabled the identification of new

high-potential performers.

RENK: A high-profile top employer RENK is synonymous with innovations in

drive technology. RENK is increasingly look-

ing to young talent to ensure that it will be

able to bring enough new products to market

in the future. In addition to recruiting large

numbers of young engineers and continuing

the professional development of former voca-

tional trainees, RENK is increasingly helping

talented young people while still at school.

Several times a year, RENK offers internships

for school pupils to get them potentially in-

terested in pursuing a technical vocational

career. This gives interns the chance to make

their own case for vocational training

through their practical skills.

Furthermore, RENK and MAN Energy Solu-

tion SE together sponsor the regional “Jugend

forscht” contest in Swabia. The competition

helps school students who love technology to

enter national and state competitions with

projects in the math and natural sciences cat-

egories.

RENK also works closely with various univer-

sities to recruit suitable graduates. By award-

ing internships, dissertations and working

student activities, loyalty to the company is

inspired in young academics early on. This

can also lead to being successfully hired for

future vacancies at RENK, especially in engi-

neering.

Furthermore, RENK participates in relevant

university fairs and organizes its own presen-

tations by its technical departments at uni-

versities. Groups of engineering students reg-

ularly visit the individual plants and gain an

overview of the types of work and career op-

portunities at RENK through keynote

speeches and company tours.

Employee participation in business success RENK’s image as an employer and employee

motivation depend not least on an attractive

remuneration package. The great commit-

ment by employees will be rewarded for fiscal

year 2018 by allowing them to participate di-

rectly in business performance. This profit-

sharing is based on the stipulated targets.

Company pension plan RENK rewards the long-term loyalty of its em-

ployees with an additional attractive com-

pany pension plan in the form of the Em-

ployee Profit Sharing and Pension Plan

(MEV). In addition to employer contributions,

employees have the option of voluntary de-

ferred compensation as part of their personal

pension provision. Such contributions are

free from tax and social security contribu-

tions up to the statutory contribution assess-

ment ceiling. The company supports this vol-

untary deferred compensation with addi-

tional top-ups.

Health management – Introduction of returning employee interviews to supplement occupational integration management RENK sees the promotion of occupational

health management as an important part of

its social responsibility towards its employ-

ees. Especially in times in which mental ill-

ness numbers are on the rise, it is the duty of

supervisors to keep a close eye on their em-

ployees’ sick days and to identify possible

causes in the work environment early on.

For this reason, RENK has introduced formal

interviews for employees returning to work

after illness at all German sites. These inter-

views supplement occupational integration


management. While the direct supervisor im-

plements health measures in the interview, a

trained occupational integration manage-

ment team made up of employee representa-

tives, the representative body for severely dis-

abled employees and the company’s medical

department helps to integrate employees

with frequent health-related absences back

into the workplace.

Previous health-based activities such as the

free back school, health weeks in the works

restaurant, colon cancer screening, vaccina-

tion consulting and skin screening were like-

wise continued.

Employee vocational training and continuous professional development RENK continues to develop the technical and

managerial skills of its employees so that

every site will still have precisely trained and

highly motivated employees in the future.

The success of the vocational training con-

cept at RENK has again been highlighted by

numerous awards (e.g. CIC, universities) at all

sites. At the end of 2018 a total of 117 voca-

tional trainees (previous year: 119) were being

trained either directly at RENK’s individual di-

visions or by RENK indirectly at the MAN vo-

cational training center in Augsburg. Of RENK

AG’s 104 vocational trainees (previous year:

111), the Augsburg plant accounted for 64

(previous year: 69), Rheine for 25 (previous

year: 28) and Hanover 15 (previous year: 14).

There were also eight (previous year: five) vo-

cational training places at RTS, three (previ-

ous year: one) at RENK France and two (previ-

ous year: two) at RENK-MAAG.

16 (previous year: 15) of 117 (previous year: 119)

vocational trainees are doing combined stud-

ies of mechanical engineering or mechatron-

ics at a university parallel to their vocational

training.

The implementation of RENK’s strategy re-

quires the completion of a number of chal-

lenging projects, which is why training also

focused on teaching project management

skills. Many employees first completed basic

training and also gained specific knowledge

of methods and skills to take on project man-

agement activities.

While technical aspects will always remain a

key component of continuing professional

development, the teaching of business skills

has become essential for engineers and tech-

nicians as well. External coaches teach gen-

eral basic business and the RENK controlling

team supplements this with knowledge spe-

cific to RENK.

Our thanks to the employees and their representatives We would like to thank all our employees for

their great dedication and contribution to the

successes achieved. Our thanks also go to the

employee representatives on the Supervisory

Board, the members of the Works Council and

the Economic Committee for continuing the

open and constructive cooperation of past

years in 2018 as well.

We will fondly remember the members of

staff and former employees who passed away

in the period under review.

56


The segments

The segment tables below show order intake and sales revenue for the individual segments and in-

tersegment transactions.

Special Gear Units (Augsburg plant/RENK-MAAG)

€ million 2018 2017 Change*

Order intake 208 154 54

Sales revenue 171 162 8

Operating profit 5 11 (6)

Operating return on sales (%)* 3.1 6.8 (3.7)

* Calculated in € thousand

General economic conditions The development of the individual target

markets of Special Gear Units was again very

mixed in 2018.

The procurement activities of government

contractors continued to dominate the mar-

ket for marine gear units in the year under re-

view as well. The demand for technically so-

phisticated gear sets for navies and coast

guards continued, driven by many countries’

continuing need to replace partially outdated

units, and new or extended requirement pro-

files. High-end solutions that enable a combi-

nation of different drive sources tailored to

the respective application situation are fre-

quently needed. Supplying complex gear sets

and partial drive systems for frigates, cor-

vettes and patrol vessels is supplemented by

system consulting and support for system in-

tegration. Beyond government applications,

this sophisticated transmission technology is

also used in the discerning market segment

for mega-yachts, where similar demands are

made in terms of performance, flexibility,

noiselessness and smooth running.

By contrast, conditions on stationary gear

unit markets remained difficult in 2018 as

well, even though there appear to be occa-

sional signs of improvement, for instance in

the production of polymer plastics. After a

promising start to the year, the volatility of

the price of oil prevented a steady level of in-

vestment activity in the year under review,

particularly in terms of offshore and deep sea

projects. The market for cement plants varied

considerably from region to region, with ca-

pacity at existing plants widely underutilized,

with the result that no new investment re-

quirements arose. Consequently, demand for

gear units for cement grinding plants contin-

ued to shrink slightly. By contrast, the market

for turbo gear units has begun to partially re-

cover from its collapse a few years ago.

The specific markets of our Swiss company

RENK-MAAG performed slightly better. The

price increases for steel and oil in the first few

months of the year had a positive impact on

investment propensity.

58

Business development Order intake for Special Gear Units signifi-

cantly outperformed the prior-year figure in

fiscal year 2018, with the result that the in-

crease was slightly higher than originally ex-

pected. Incoming orders of € 208 million

mark growth of 35% or € 54 million over the

previous year’s figure. By far the biggest con-

tribution to this growth came from marine

gear units in Augsburg. In addition to call-off

orders under various US Navy and US Coast

Guard procurement programs that have been

running for several years, the order was also

received for ship sets for the German Navy’s

latest K 130 corvette. There were also orders

for single ships for government use in other

states. Orders were also received for several

mega-yacht projects.

Stationary gear units reported growth in new

orders in 2018 as well. There were gains for

both industrial and turbo gear units, with a

slight decrease in mill gear units. The Swiss

company RENK-MAAG also increased its or-

der intake slightly.

Sales revenue for Special Gear Units

amounted to € 171 million in the year under

review, up 5% on the previous year’s figure.

Marine gear units and stationary gear units

in Augsburg were roughly at the same level as

the previous year. Marine gear units focused

in particular on deliveries for longer term

procurement programs, particularly for the

Italian and US Navies. In addition, ship sets

were also delivered for a number of individ-

ual or small series projects, including several

mega-yachts. In stationary gear units, in-

creases in cement mill gear units virtually

offset the downturn in industrial gear units.

The rise in sales revenue in the Special Gear

Units was largely thanks to the positive devel-

opment at RENK-MAAG, where sales revenue

climbed by nearly a third on the previous

year’s figure. Effective June 8, 2018, RENK

MAAG GmbH acquired all shares in MAAG

Gear Systems AG, based in Wallisellen, Swit-

zerland. This company bundled the remain-

ing marine activities of the MAAG Group that

were not taken over when this division was

acquired by RENK in 2007. MAAG Gear Sys-

tems AG was merged with RENK-MAAG

GmbH after the acquisition.

Result Special Gear Units had a difficult year in 2018

as well. At € 5 million, the operating profit

was significantly less than the previous year’s

figure of € 11 million and thus fell well short

of expectations. In addition to the effects of

the tense competitive situation in a difficult

market environment and the associated price

pressure, this was also due to unexpected

technical delays and problems affecting indi-

vidual products and leading to additional ex-

penses. The Swiss subsidiary RENK-MAAG

generated an operating profit on par with the

previous year. The operating return on sales

therefore declined from 6.8% in the previous

year to 3.1%.

Outlook The market for marine gear units for navies

and coast guards is expected to remain at

roughly the same level as in the previous year

in fiscal year 2019. However, changes in the

political situation in some of our target coun-

tries could trigger significant shifts. In addi-

tion to new construction projects in various

countries, a number of projects are also com-

ing up for the US Navy and US Coast Guard.


We do not expect any significant improve-

ment in industrial gear units. No major

changes are expected in the difficult market

environment for the main product areas. It is

not possible to implement a number of pro-

jects in regions with elevated demand on ac-

count of either high security risks and politi-

cal instability (Middle East) or other political

circumstances. In our opinion, the market for

cement grinding plants will generally con-

tract in the coming year. By contrast, there is

potential in the area of polymer production

for both turbo and extruder gear units. Sales

opportunities are also expected to open up

for individual turbo gear unit applications in

the oil and gas sector.

RENK-MAAG will continue the strategy re-

solved in previous years in 2019 and further

expand its regional and sectoral market pres-

ence. Activities will focus on the further ex-

pansion of service activities and the ongoing

development of RENK-MAAG’s specific prod-

uct range.

60


Vehicle Transmissions (Augsburg plant/RENK France/RTS/RENK Systems)




Operating profit 37 27 11

Operating return on sales (%)* 21.1 17.7 3.4


General economic conditions While escalating uncertainty over the global

political situation and the expectation within

NATO of spending 2% of GDP on defense led

to greater project activity on the market for

medium-weight and heavy tracked vehicles,

the market accessible to RENK continued to

be characterized by low numbers of procure-

ment projects requiring long implementation

periods and frequently only small unit num-

bers. Some of these programs have contract

awards pending in the next few years, pro-

vided that the respective procurement plans

are implemented. A medium-term trend to-

wards hybrid drive systems is apparent,

though this currently seems to be following a

more general trend towards the electrifica-

tion of mobility rather than a specifically de-

fined military benefit. It remains RENK’s pri-

mary goal to participate in the majority of

procurement programs for which opportuni-

ties are still open, though it is still increas-

ingly difficult to forecast both the timing and

content of actual implementation. For one

thing, decision-making in potential customer

countries themselves is influenced by a vari-

ety of domestic, foreign and fiscal policy fac-

tors that can range from local to global. For

another, the current practice of German ex-

port control towards potential customers is

having an increasingly negative effect. To a

growing extent, lengthy processes at the

competent German authorities, sometimes

resulting in permits not being granted for de-

liveries of spare parts for long-term custom-

ers, make suppliers from Germany appear un-

reliable, prompting said customers to step up

their efforts to seek alternatives from other

countries.

After-sales business continues to be defined

by strong competition, especially for mainte-

nance. However, the realization now seems to

be spreading that, in addition to price, quality

should also play a crucial role in contract de-

cisions. As an original equipment manufac-

turer (OEM), RENK is also standing by its es-

tablished high technical standards for

maintenance.

RENK France’s activities again focused on the

maintenance and repair of gear models man-

ufactured for the French army in 2018.

The general economic conditions for the test

rig market deteriorated noticeably in 2018. A

much more restrictive investment policy is

exacerbating the already fierce competitive

situation. In addition, there is further uncer-

tainty in some international target regions

on account of unpredictable political scenar-

ios and resurgent market protectionism.

Business development Order intake for Vehicle Transmissions rose

to € 171 million in total in fiscal year 2018, an

increase of € 47 million or 38% as against the

previous year. By far the biggest contributor

to this growth was Vehicle Transmissions in

Augsburg. A key factor in this was the order

for HSWL 295 gear units for the second pro-

duction batch of the South Korean K2 combat

tank. There was also higher order intake than

in the previous year at RENK France and for

62

RENK test rigs, above all for the aviation, rail-

way and vehicle industries.

Sales revenue for Vehicle Transmissions was

up 18% year-on-year in 2018. Here again, Vehi-

cle Transmissions in Augsburg accounted for

most of this increase. While deliveries of new

transmissions, mainly for the PUMA for the

German armed forces and for the AJAX for

the British armed forces, were in line with the

previous year’s level, deliveries of spare parts

in particular increased significantly. Sales rev-

enue also rose substantially at RENK France.

The sales revenue generated by RENK’s test

rig operations was on par with the previous

year with a clear focus on the aviation indus-

try.

Result The growth in sales revenue as against the

previous year and a better product mix al-

lowed the operating profit for Vehicle Trans-

missions business to rise from € 27 million in

the previous year to € 37 million in 2018. Ve-

hicle Transmissions activities at RENK AG

benefited from deliveries for ongoing series

projects and the strong after-sales element.

By contrast, RENK France and RENK test rig

operations were unable to match their re-

spective prior-year levels. The operating re-

turn on sales also climbed from 17.7% in the

previous year to 21.1% in fiscal year 2018.

Outlook The general condition of the market for

tracked vehicle transmissions will not change

in the coming years. Procurement projects in

individual countries are affected by perfor-

mance, though irrelevant considerations

from various corners often have a massive in-

fluence on decision-making – such as de-

mands to share expertise, local participation

in value added, or even other forms of com-

pensation. Individual countries are continu-

ing to actively patronize new competitors in

order to reduce their dependence on foreign

suppliers. Not least, this is a clear reaction to

Germany’s export control policy. As long as

there is no uniform procedure in this regard

within the European Union, joint projects be-

tween multiple European states will only be

able to succeed under difficult circumstances.

It remains to be seen whether the announced

increases in defense spending by NATO coun-

tries actually leads to procurement projects

relevant to RENK. At the very least, there are

signs of initial positive effects for spare parts

and upgrades, the handling of which has been

highly restrictive in the past.

RENK France will primarily focus on service

business in 2019. Opportunities for additional

sales revenue will also be pursued parallel to

this, though the results of this are more likely

to be seen in the medium term. There are avi-

ation industry opportunities for RENK test

rigs – for both helicopter transmissions and

aircraft engines. Further sales opportunities

will open up in the railway vehicle industry as

well in 2019, again focusing on China and also

India. The vehicle industry sector will con-

tinue to be difficult and defined by enormous

competitive pressure.


64

Standard Gear Units (Rheine plant)


Order intake 76 88 (13)





General economic conditions The price of oil recovered over the course of

2018, but fell again towards the end of the

year. A marked recovery on the market for

offshore ships therefore cannot be assumed

in the short to medium term. New construc-

tion activity for floating storage regasifica-

tion units (LNG FSRUs) was therefore gener-

ally in decline, while freight rates for contain-

ers and tankers also stabilized at just a rela-

tively low level. Demand in the dredger spe-

cialty segment continued as a result of slight

growth in demand for coastal protection and

waterway maintenance.

The sales situation for turbo gear units again

showed no significant improvement in 2018

as against previous years. Mostly only smaller

projects were implemented. Power plant con-

struction with more powerful steam turbines

on RENK’s target markets was merely selec-

tive.

The good overall economic situation in Ger-

many had only a limited impact on the me-

chanical and plant engineering sectors rele-

vant for RENK couplings, and even this was

essentially investments that had been long

been postponed. The market situation there-

fore remains tense.

The construction of new capacity for onshore

wind power generation in Germany fell below

the level of the previous year. Several offshore

wind farm projects are under construction.

Worldwide, China is well ahead of the US in

terms of wind power generation.

Business development Standard Gear Units was unable to match the

previous year’s order intake in fiscal year

2018, and new orders were down 14% on 2017

at € 76 million. The main factor was the ab-

sence of wind turbine orders; by contrast,

new orders on other business areas were sta-

ble overall year-on-year.

Sales revenue in Standard Gear Units was

back at the previous year’s level at € 79 mil-

lion in 2018. The downturn in marine gear

units was offset by growth in wind turbines.

Sales revenue for stationary gear units and

couplings was similar to the 2017 figures.

Result As a result of the difficult market conditions,

operating profit in Standard Gear Units fell

slightly more than expected – from € 8 mil-

lion in the previous year to € 6 million in the

year under review. The operating return on

sales therefore decreased from 10.7% in fiscal

year 2017 to 8.2% in the year under review.


Outlook Standard Gear Units is not expecting any far-

reaching improvements in the general condi-

tions on its relevant sales markets for fiscal

year 2019. The situation remains extremely

tense in all areas.

There are also no indications of a palpable re-

covery on the commercial maritime market

for 2019. We anticipate slightly less potential

for LNG-FSRUs, while a slight increase is pos-

sible for dredgers and ferries. An improve-

ment is not on the cards for the offshore ship

sector.

There are also no major changes expected in

the market conditions for established appli-

cations for turbo gear units. There are oppor-

tunities in related application areas with

products adapted to the specific requirement

profiles.

There are also no signs of a comprehensive

recovery on the couplings market. Opportu-

nities could arise for RENK from more selec-

tive market cultivation and a systematic focus

on customer requirements.

Growth in the offshore wind sector will

mainly take place in Asia. RENK will attempt

to secure a future foothold on these emerg-

ing markets with new types of gear units and

couplings.

66


Slide Bearings (Hanover plant/RENK Corporation)



Sales revenue 87 88 (2)




General economic conditions Even more so than earlier years, 2018 was

dominated by unpredictable political policy

decisions that sparked widespread uncer-

tainty on the markets. Slide Bearings busi-

ness at RENK, as a manufacturer of compo-

nents for mechanical and plant engineering

and ship and marine technology, is closely

linked to the economic situation of these pri-

mary requisitioners for slide bearings.

The persistently robust economic develop-

ment has not resulted in a corresponding in-

crease in demand for standard e-bearings.

The development trends already observed in

previous years continued to shape the course

of business. The sustained successes of alter-

native energy generation are leading to far-

reaching changes at our traditionally key cus-

tomers who focus on fossil power generation.

Customers in conventional power plant con-

struction are responding to declining de-

mand, particularly for gas turbines, with re-

structuring and divestment programs, some-

times going as far as closing whole produc-

tion sites.

In the electrical engineering sector so im-

portant to RENK’s key customers as well, past

trends are continuing. Previously dominant

providers are increasingly coming under

strong competitive pressure – on the one

hand from smaller, more flexible competi-

tors, also from Europe – and on the other

from rapidly growing local providers from de-

veloping and emerging economies, which are

quickly building up the necessary expertise

through cooperations and proprietary devel-

opments, and in some cases use state-of-the-

art production technology. The traditional

manufacturers are responding to this with

enhanced savings measures among suppliers,

and by relocating production to countries

with assumed lower cost structures.

The consequences of this at RENK are consist-

ently high competitive pressure from new

and existing bearing manufacturers, e.g. from

the mid-market segment, and also the contin-

uing substitution of slide bearings with roll-

ing bearings for the lower power ranges.

Although the recovery was progressing at full

blast in the industrialized nations, a similarly

positive performance for project bearings

failed to materialize – despite intensive pro-

ject work and therefore a number of projects

technically ready for sourcing. In addition to

the implications of political decisions (Russia

embargo, US sanctions on Iran, US trade con-

flicts with Europe and China), the uncertainty

over market developments in the oil and gas

industry also contributed to this backlog.

68

Business development Market ambiguity was also reflected in order

intake for Slide Bearings business. The very

short times needed between placement of an

order and delivery for the biggest product

group, standard e-bearings, means that any

changes on the market have an immediate

impact. Overall, Slide Bearings reported an

order intake of € 85 million in fiscal year

2018, putting it back at the previous year’s

level of € 84 million as forecast.

Sales revenue for Slide Bearings business also

matched the previous year’s level at € 87 mil-

lion (€ 88 million).

Result At € 11 million after € 14 million in the previ-

ous year, the operating profit for Slide Bear-

ings reflects the difficult market situation in

the year under review. The operating return

on sales therefore dropped from 16.0% in the

previous year to 12.9% in fiscal year 2018.

Outlook We do not expect any fundamental change in

the general conditions for Slide Bearings’

standard e-bearings business in 2019. The de-

velopment trends seen in previous years will

continue. The rate of structural change – both

in terms of customer composition and geo-

graphical distribution – is more likely to ac-

celerate than decelerate. The competitive

pressure from increasingly international

bearing manufacturers, especially from the

Asia region, will continue to grow. Mergers

between previously independent competitors

will exacerbate this situation.

Changes will continue in the energy-produc-

ing industry as well: traditional slide bearing

applications will diminish, and it will take

great efforts to substitute these volumes with

other applications.

The development in project bearing business

in the oil and gas industry will greatly depend

on the stabilization of the price of oil. In

other sectors as well, it remains to be seen

whether the backlog in projects ready for im-

plementation will be resolved.


Report on risks and opportunities*)

Company-wide risk management system Doing business means constantly being ex-

posed to risk. RENK defines risk as the threat

that events, decisions or actions will prevent

the company from achieving defined goals or

successfully pursuing certain strategies. In or-

der to leverage market opportunities the

company consciously takes risks if it can

thereby expect an appropriate contribution

to enterprise value. Risks that threaten the

company’s continued existence should not be

taken or, if they are unavoidable, must be

minimized with appropriate measures. This

requires an effective risk management sys-

tem tailored to the needs of business activi-

ties and that provides the necessary infor-

mation early on to guide the company.

Risk management at RENK was incorporated

into the risk management system of the MAN

Group in fiscal year 2018. It is an integral part

of corporate management and business pro-

cesses and is composed of the core elements

of corporate planning, including a review pro-

cess during the year, risk and opportunities

management (“risk management”), the inter-

nal control system and the compliance man-

agement system.

One of the goals of corporate planning is to

guarantee that risks and opportunities are

identified and assessed early on so that suita-

ble measures can be taken. Risk management

is set up at all levels to provide current and

relevant information on the development of

material risks and opportunities and on the

effectiveness of the measures taken at an

early stage. The internal control system fo-

cuses on the close monitoring and control-

ling of risks, in particular with regard to the

effectiveness of business processes, the relia-

bility of financial reporting and compliance

with legislation and regulations. The RENK

compliance system assists in ensuring com-

pliance with all laws applicable to the com-

pany, internal guidelines and codes of con-

duct. It places special emphasis on the issues

of combating corruption, antitrust law, data

privacy, preventing money laundering and

combating terrorism. Details of this can be

found under “Compliance system”.

In the context of an internal corporate re-

structuring, MAN SE sold its shares in RENK

AG to Volkswagen Klassik GmbH effective De-

cember 31, 2018. This did not affect RENK’s

risk management system in the year under

review. MAN SE’s systems will continue to be

at RENK’s disposal on a transitional basis over

the course of fiscal year 2019. RENK will ex-

pand and supplement its own risk manage-

ment system during this time.

*) Includes the report in accordance with section 289(4) HGB

70

Organization of risk management and the internal control system Overall responsibility for setting up and main-

taining an appropriate and targeted system for

the early identification of risks lies with the

RENK Executive Board. RENK’s Executive Board

has organized the extent and structure of risk

management and the internal control system

in line with the company’s specific require-

ments. The industrial governance management

concept calls for local decision-making pro-

cesses for operations in the RENK Group. The

management is responsible for ensuring that in

addition to the RENK AG, by far the most im-

portant company, the other RENK companies

are included in the risk management and inter-

nal control system to the necessary extent. The

Group-wide policy for risk and opportunities

management and the internal control system

provides the framework for a Group-wide con-

cept of risk management and the internal con-

trol system, and contains regulations for struc-

tural organization, processes and reporting.

Structural organization The structural organization for risk manage-

ment and the internal control system is based

on the RENK management hierarchy. Roles and

bodies have thus been set up. There are coordi-

nators for risk management and the internal

control system to ensure that the processes de-

fined in the Group policy are implemented.

They also play a part in the ongoing develop-

ment and improvement of the risk manage-

ment system. RENK has set up an interdiscipli-

nary Risk and Compliance Board that acts as a

central controlling and monitoring body for

risk management, the internal control system

and compliance. In the course of discussions by

the Risk and Compliance Board, the risk posi-

tion is assessed and measures for managing

risk and remedying control weaknesses are re-

solved.

Risk management processes The standard risk management control process

comprises the phases of identification, analysis,

assessment, controlling, monitoring and com-

munication. Risks and opportunities are classi-

fied as either short-term, i.e. until the end of

the fiscal year, or long-term, i.e. up to five years.

Risks are assessed according to their probability

of occurrence and the extent of possible loss on

a gross and net basis, whereby the net assess-

ment includes any measures implemented to

mitigate risk. Qualitative analyses are also pos-

sible. The planned operating profit of the re-

spective organizational unit is taken as the ba-

sis for assessing the materiality of such a net

analysis. Within their areas of responsibility,

risk officers define and implement risk-mini-

mizing measures in addition to monitoring

their effectiveness. Using uniformly defined

risk areas, any risk clusters can be identified

early on and actively handled.

The Risk and Compliance Board assesses the

current risk position by discussing and compar-

ing risks and opportunities, resolving measures

and monitoring their effectiveness. Discussions

focus on the causes of risk and measures. The

risk and opportunities situation, and the

measures taken to manage and ameliorate this

situation, are reported to the Executive Board.

Furthermore, the Supervisory Board receives

regular reports on the risk position and the ef-

fectiveness of the internal control system in Au-

dit Committee meetings.

Moreover, risk management and the internal

control system are subject to constant further

development in order to take into account

changes in conditions and to further increase

their benefit at every level of the company.

Accounting-related risk management system and internal control system Generally, risk management and the internal

control system, as an integral component, com-

prise the accounting-related processes and all

risks and controls with regard to financial re-

porting. This applies to all aspects that can sig-

nificantly affect the consolidated financial

statements. Risk management assesses identi-

fied risks in terms of their influence on the con-

solidated financial statements and takes corre-

sponding measures to manage and control risk.


The internal controls are geared towards limit-

ing risks of material misstatements in financial

reporting, risks of non-compliance with regula-

tory standards or due to fraud, and minimizing

operational and business risks (such as asset

risks resulting from unauthorized operational

decisions or obligations illegitimately entered

into). Accounting controls have to provide rea-

sonable assurance that the Group’s financial re-

porting process is in accordance with IFRSs, the

German Commercial Code and other account-

ing-related rules and laws, and that it is reliable.

As has the MAN Group, RENK has structured

and documented the internal control system in

place in accordance with the recommendations

of the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in order to

systematically assess the effectiveness of inter-

nal controls. The documentation covers all

standard business processes, including pro-

cesses relevant to the preparation of financial

reporting with the respective necessary con-

trols. It also comprises controls for business-

specific risks. The scope of the documentation

is determined by the companies that are mate-

rial to the consolidated financial statements or

whose qualitative characteristics imply greater

exposure to risk. This is reviewed annually

based on defined criteria.

Key elements of risk management and control

in financial reporting are the clear allocation of

responsibilities and controls in the preparation

of financial statements, transparent rules

thanks to policies on accounting and the prepa-

ration of financial statements, appropriate reg-

ulations governing access to the IT systems rel-

evant to financial reporting and the clear as-

signment of responsibilities when using exter-

nal specialists. The dual control principle and

the separation of functions are also key princi-

ples in the financial reporting process that are

implemented in the internal controls at RENK.

The effectiveness of accounting-related internal

controls must be assessed at least once per

year, primarily in the process of preparing the

financial reporting. Identified weaknesses in

controls and agreed measures are included in

the quarterly reports to the Risk and Compli-

ance Board. In addition, Corporate Audit at

MAN SE, acting on behalf of the RENK Executive

Board as an independent internal auditor, as-

sesses the regularity, the security and the man-

agement and monitoring processes for ac-

counting-related internal controls.

The internal control system is regularly checked

for completeness, suitability and effectiveness

to ensure that the rules for reducing procedural

and organizational risks are complied with at

all levels.

Opportunities and risks RENK classifies the material opportunities and

risks for RENK that can have a significant im-

pact on the net assets, financial position and re-

sults of operations on the basis of the five risk

areas of market, products, processes, employees

and finance.

Market RENK anticipates opportunities for profitable

growth in the medium- to long-term in all ar-

eas. The fundamental global economic trends

will presumably continue. In particular, these

include sustained albeit moderate growth and

the necessary innovation due to climate policy.

As part of its strategic focus, RENK is continu-

ously working to realize these market opportu-

nities worldwide.

In our opinion, risks to a continuation of world

economic growth mainly lie in turbulence on

the financial markets, protectionist tendencies

and structural deficits that could endanger the

development of advanced and emerging econo-

mies. The global transition from an expansion-

ary to a more restrictive monetary policy also

means risks for the general economic environ-

ment. In addition, uncertainty is entailed by

the implications of the UK’s planned exit from

the EU. While the UK is not currently a main

area for RENK’s business activities, there could

be further imponderables owing to its coopera-

tion in international projects.

72

The consistently high private and public debt in

many places is also hampering growth pro-

spects and can lead to negative market reac-

tions. Growth declines in key countries and re-

gions often directly affect the global economy

and therefore constitute a central risk. The eco-

nomic development of some emerging econo-

mies is inhibited mainly by a dependence on

capital imports and energy and commodity

prices in addition to socio-political tension.

Furthermore, risks are arising from flawed gov-

ernment structures and the absence of rule of

law.

Geopolitical tensions and conflicts are another

major risk factor in the development of individ-

ual economies and regions. As a result of rising

global economic interrelations, even local de-

velopments can harm the world economy. For

example, an escalation of the conflicts in East-

ern Europe, the Middle East or Africa can trig-

ger further disruptions on the global energy

and commodity markets and exacerbate migra-

tion trends. Additional negative effects could

result from an exacerbation of the situation in

East Asia. The same is true of armed hostilities,

terrorist activities or the spread of infectious

disease, which can lead to sudden and unex-

pected market reactions.

Overall, we are not anticipating a global reces-

sion in the coming year. Given these risk fac-

tors, however, a decline in global economic

growth or a phase of below-average growth

rates is possible.

As part of the capital goods industry, RENK is

also subject to fluctuations in the investment

climate. Even small fluctuations in growth rates

or forecasts, or alterations in government in-

vestment subsidies, can result in significant

changes in demand for capital goods on the

RENK Group’s markets, cancellations of orders

already booked or the reorganization of longer-

term business relationships. RENK’s methods

for countering these economic sales risks in-

clude flexible production concepts and cost

flexibility through subcontracted employees,

working time accounts, short-time work and, if

necessary, contractual compensation arrange-

ments.

The overall economic environment can also

mean opportunities for RENK, if actual develop-

ment deviates positively from forecasts.

In addition, there are risks that protectionist ef-

forts, minimum requirements in terms of the

share of local production in individual coun-

tries or changing competitive conditions on the

sales markets of the RENK Group adversely af-

fect the planned growth. The markets for prod-

ucts in the military and official environment

are also subject to further risks on account of

their dependence on political decision-making

– as regards opinions on export control law, the

stipulations made by supplier countries such as

Germany or France and the respective political

environment in the target countries. There are

also uncertainties due to cash-strapped public

sectors in many countries, and possibly de-

mands for local content and technology trans-

fer. In particular, failure to achieve a necessary

level of localization can lead to additional im-

port duties or penalties. Furthermore, across all

product areas on many markets, RENK faces

substantial competitive and price pressure that

can lead to a deterioration of the profit margins

it can achieve.

Changes in legislation, affecting taxes or cus-

toms, or to other provisions in individual coun-

tries can likewise entail risks to RENK. RENK

constantly monitors and assesses its economic,

political, legal and social environments in order

to take into account the resulting risks and op-

portunities in a timely manner when making

business decisions. Further information on the

current developments in connection with the

economic situation and the repercussions of

this can be found in the sections entitled “Eco-

nomic environment”, “Outlook” and in the

comments on the individual segments under

“The segments”.


Products As a provider of premium technology, RENK’s

mission is to develop high-quality technologi-

cally and economically advanced products and

launch them on the market, which opens up

opportunities for RENK in a wide range of mar-

ket segments. Abandoning such a mission

would constitute an irresponsible risk to the

Group’s market position. Still, introducing new

products entails design and market risks. RENK

counters these with meticulous strategic plan-

ning that analyzes developments in its market-

place and business environment. Ensuring that

RENK products are of a consistently high qual-

ity is an essential prerequisite for tapping fur-

ther global market potential. This is reflected by

extensive capital expenditures in correspond-

ing production capacity and equipment in the

fiscal year and previous years. In order to meet

the future requirements of advancing digitiza-

tion, the segments are expanding their busi-

ness models and seizing the challenges of digi-

tal transformation as an opportunity. Please see

“Research and development” for further infor-

mation.

Products that have already been introduced on

the market are subject to risks in terms of the

product quality expected by customers. Poor

quality can lead to warranty and guarantee

costs, and to losses of market share or lower

profit margins. In extreme cases, product liabil-

ity claims and damages are possible. Suppliers

and the components they provide must un-

dergo a strict approval procedure to ensure that

high quality standards are maintained. Once

production has begun, established in-process

quality assurance measures ensure that manu-

facturing defects are identified and fixed in

good time. Later, when the products are in use,

any defects that arise are recorded, analyzed

and fixed together with the service operations.

RENK’s international presence with a variety of

products and services leads to the diversifica-

tion of its economic base. This counteracts the

risks of dependence on major customers or on

individual products and markets. However, this

also entails risks of patent infringements by

third parties and the unauthorized disclosure

of the company’s specific expertise by third

parties. We therefore monitor our sales markets

and protect the company’s expertise with legal

action where necessary.

Long-term customer contracts harbor addi-

tional risk potential. Changes in a market’s po-

litical or business framework can lead to addi-

tional expenses in the handling of major pro-

jects. Whenever agreements with customers in-

clude warranties or guarantee obligations, there

is the risk of illegitimate claims. This risk is

managed by formulating contracts with the ut-

most care.

In the industrial manufacture of our products,

water, soil and air can be contaminated by sub-

stances hazardous to the environment as a re-

sult of accidents or technical disruptions in our

production facilities. We have taken a variety of

preventive and detective measures against this.

These include pre-emptive system maintenance

and servicing, regular inspections by qualified

personnel, site tours, hazard prevention plans

and hazmat management.

RENK also monitors technological advances

and new developments to be able to respond to

these technological changes promptly with a

revised product focus.

Processes RENK sees the continuous optimization of busi-

ness processes in Development, Purchasing,

Production, Sales and Administration as an on-

going challenge to increase the efficiency of

these processes and also to counteract the

sometimes significant cost risks in these areas.

For example, suppliers are monitored preven-

tively and continuously to detect significant

risks of delays in delivery or loss of suppliers at

an early stage and thus to mitigate their im-

pact.

Risks can arise in the handling of major projects

that may only be recognized in the course of

the project. These can include problems in con-

tract design, the miscalculation of orders,

74

changes in economic and technical conditions,

flaws in project management or inadequate

performance by subcontractors. The RENK

Group minimizes these risks with comprehen-

sive project management and order controlling.

All major projects are submitted to the Execu-

tive Board of RENK AG for approval. Orders al-

ready approved and ongoing that deviate sig-

nificantly from their planned development are

logged as critical orders in a special reporting

system and regularly presented to the Execu-

tive Board.

Business processes at RENK AG are closely sup-

ported and in some cases even made possible

by IT. This leads to efficiency gains but also har-

bors risk. Parts of its infrastructure can mal-

function as a result of accidents, disasters, tech-

nical disruption or Internet attacks, thereby im-

pairing or completely shutting down business

processes. Moreover, there are the risks of un-

authorized access, theft and the destruction or

misuse of business data and information. The

resulting financial damage and loss of reputa-

tion can affect individual companies or even

the Group as a whole. To safeguard the availa-

bility, authenticity, integrity and confidentiality

of information while reducing and avoiding

risks, and to minimize identified and potential

risks, RENK uses a risk-oriented information se-

curity management system (ISMS) and state-of-

the-art hardware and software technologies

with effective IT organization mechanisms in

conjunction with a constantly evolving internal

IT control system.

The centralization and selective sourcing of IT

operations and the systematic introduction of

IT service management processes in accordance

with the ITIL (IT Infrastructure Library) organi-

zational standard assist in the efficient support

of business processes. By organizing and certi-

fying its information security based on the in-

ternationally recognized ISO 27001 safety

standard and basic protection certification by

the German Federal Office for Information Se-

curity (BSI), RENK has significantly improved

the transparency and operational security of its

IT processes and infrastructure.

The internal control system plays a crucial role

in all business processes, including the ac-

counting process, as it is designed to ensure

compliance with the relevant regulations and

to reduce unavoidable risks, thereby protecting

assets. It makes a vital contribution to protect-

ing RENK’s assets.

The implementation of the EU’s General Data

Protection Regulation (EU GDPR) massively in-

creased the requirements for the processing of

personal data and the documentation of the

handling of personal data. RENK counters these

challenges with an established and continually

augmented data protection organization. How-

ever, despite appropriate precautions and con-

trols, in the field of data protection the possibil-

ity cannot be entirely ruled out that miscon-

duct by single employees or external attacks

could lead to data protection violations.

Employees A key component of RENK’s corporate strategy

is to be perceived as a top employer to remain

attractive to skilled and motivated employees

moving ahead. A significant factor in RENK’s

success is the highly qualified specialists and

managers who set new technological bench-

marks with RENK products and effectively and

efficiently manage its operations.

Opportunities for RENK lie in the continuing

professional training of all employees from

trainees to management. This forms the funda-

mental basis for a sustainable and trusting cus-

tomer relationship with recurring business suc-

cess on all markets. RENK actively monitors the

changes in the world of work and the associated

new requirements for professional knowledge

in the context of work process digitization.

Risks lie in being unable to staff key positions

in good time and in line with future require-

ments. Thanks to a wide array of HR marketing

activities, the company has succeeded in re-

cruiting and ensuring loyalty to the company

among excellently qualified specialists and

managers.


An intentional or grossly negligent violation of

the law or regulations by employees or manag-

ers would be a material risk to RENK. RENK

counters the risks of corruption, antitrust law,

money laundering and terrorism funding with

a variety of measures as part of its compliance

system. In particular, these include the Code of

Conduct, compliance policies and training, the

compliance help desk, the “Speak Up!” whistle-

blower portal and regular compliance risk as-

sessments and communications measures.

Please see “Compliance” for further infor-

mation.

Finance As an international player, the RENK Group is

exposed to significant market price, liquidity

and credit risks. RENK addresses these risks,

which can also represent opportunities due to

market fluctuations, with its Group-wide finan-

cial risk management. There are also risks from

changes in the value of equity investments and

pension obligations.

Market price risk also comprises currency, in-

terest rate and commodity price risks. If trans-

actions are conducted in a currency other than

RENK’s functional currency, they are exposed to

a currency risk that can affect prices for goods

and services as well as profit margins. RENK

therefore largely hedges its currency risks from

orders, receivables and liabilities and, in part,

those from planned sales. The inclusion of sub-

sidiaries from countries outside the euro area

in the consolidated financial statements gives

rise to risks affecting profit or loss due to cur-

rency translation. RENK does not hedge these

translation risks with derivative financial in-

struments. The hedging activities of the RENK

Group and its operating companies were han-

dled centrally by MAN SE as a counterparty in

the year under review. Substantial quantities of

raw materials are also needed for the manufac-

ture of products. Commodity market price

trends or escalator clauses in contracts with

suppliers expose RENK to commodity price

risks that cannot always be passed on to cus-

tomers and that therefore erode profit margins.

Such risks are counteracted with long-term sup-

ply agreements and escalator clauses in con-

tracts with customers.

Liquidity risk describes the risk that RENK is

unable to adequately meet its financial obliga-

tions. Inflows and outflows of cash are moni-

tored and managed at all times to safeguard li-

quidity. Moreover, cash flow trends are moni-

tored in the context of detailed financial plan-

ning. The company’s inclusion in the central

cash management of the MAN Group ensured

the availability of the necessary funds in the

year under review.

The operating activities of the RENK Group ex-

pose it to credit risk. This includes the risk that

a partner does not meet its contractual obliga-

tions on account of its own economic situation

or the political environment, thereby causing a

financial loss to RENK. These sovereign and

counterparty risks are reduced by the careful

selection of business partners, suitable contract

and payment terms, guarantees and letters of

credit.

Further information on the management of

market price, liquidity and credit risks can be

found in the notes to the consolidated financial

statements.

If there are indications of impairment on an eq-

uity investment carried at cost, RENK is ex-

posed to the risk of an impairment loss in net

profit or loss. Further information on this can

be found in the notes to the consolidated finan-

cial statements.

To reduce the inherent financial risks and, in

part, on account of legal regulations, the de-

fined benefit obligations of the RENK Group are

largely covered pension assets kept separate

from working capital.

The RENK Group’s planning is based on as-

sumptions by RENK’s management. Among

other things, these assumptions relate to busi-

ness development or other external factors that

are hard to predict and beyond RENK’s control.

76

There is therefore a risk that planning assump-

tions could be incomplete or incorrect, giving

rise to deviations between planned and actual

results. There could also be opportunities for

RENK if actual developments deviate positively

from forecasts.

Assessment of the risk and opportunities situation of the Group by the Executive Board As in previous years, the market risks continue

to outweigh the other risk areas, though the

overall risk position has not changed signifi-

cantly. The opportunities identified can only

partly counteract the risks. It should be noted

that the realization of market opportunities is

already included in sophisticated internal plan-

ning. Based on the risks reported in the Risk

and Compliance Board, the Executive Board is

satisfied that there are no significant risks in

the respective segments that, individually or

collectively, are not covered by the budgeted

operating profit on the basis of the net assess-

ment. This also applies to risks for which a

higher gross loss was calculated, as risk-mitigat-

ing measures were taken or a low probability of

occurrence was assumed. Regarding the indi-

vidual risk areas, the Executive Board antici-

pates the most significant short-term risks in

the market risk area. In particular, this concerns

the uncertainties and the strong competitive

pressure in many markets relevant to RENK, i.e.

in business areas of Special Gear Units, Stand-

ard Gear Units and Slide Bearings.

In product-related risks, the focus is on poten-

tial technical risks and warranty claims based

on customer-oriented use of RENK products.

The quantified short-term risks in the processes

and employees risk areas are of lesser im-

portance.

On the basis of the risk management system es-

tablished by the MAN Group and introduced at

RENK, the Executive Board has again found that

no risks are discernible at the current time that

could lead to a lasting and substantial impair-

ment of the net assets, financial position and

results of operations of the RENK Group. The

risk management system implemented and the

related organizational measures thus allow the

Executive Board to learn of risks in a timely

manner and to initiate adequate measures.

Given the partially uncertain development, the

focus of activities in 2019 will continue to be on

the management of market risks.

Compliance In fiscal year 2018 RENK systematically imple-

mented and continued to develop the compli-

ance program covering the combating of cor-

ruption, antitrust law, data privacy and money

laundering.

RENK has established compliance as an integral

part of its corporate culture. The compliance

management system was coordinated, taught

and constantly refined by the compliance of-

ficer on the basis of the MAN SE compliance

program. He reports directly to the RENK AG

Executive Board and functionally to the Audit

Committee of the Supervisory Board.

The compliance officer is assisted by a deputy

and two other employees in the area of review-

ing business partners. The Rheine and Hanover

plants are also assisted by “compliance champi-

ons” – managers who are not full-time compli-

ance employees but who assume special re-

sponsibility for compliance at their sites.

Furthermore, the compliance officer was able to

use the resources of MAN’s corporate compli-

ance office. In particular, training and infor-

mation materials and e-learning courses are

managed from here. Policies are adapted to

RENK’s structure and business model.

The compliance organization and the introduc-

tion of new compliance measures were closely

coordinated with the Executive Board and plant

management teams on the basis of identified

risks. The Risk and Compliance Board, which

meets quarterly, is informed of the progress in

measures and coordinates the next steps as

necessary.


Ethical principles of conduct and compliance

requirements for RENK are established in the

Code of Conduct. This was revised in fiscal year

2018 and the updated version was distributed

to all employees of the companies through

their managers. In distributing the revised Code

of Conduct, employees were reminded how im-

portant honesty, integrity and ethically correct

conduct are at RENK.

Rules substantiating the Code of Conduct are

contained in the following compliance policies:

policy on the handling gifts, hospitality and

invitations to events,

policy on the involvement of business part-

ners,

policy on the handling of donations and

sponsorship activities,

policy on compliance with antitrust provi-

sions,

policy on the fight against terrorism, corrup-

tion and money laundering,

policy on the handling of personal data.

In addition to the Code of Conduct for Employ-

ees, RENK has issued a Code of Conduct for Sup-

pliers and Business Partners that defines cer-

tain minimum ethical standards that RENK’s

suppliers and sales support business partners

must agree to comply with.

The integrity of business partners is checked as

a mandatory requirement and they are subject

to an approval process.

In the induction phase after joining the com-

pany, the Compliance Officer introduces new

employees to the compliance organization,

compliance processes and compliance tools,

and takes the opportunity to discuss the com-

pany’s expectations of employees.

In addition, in line with their risk classification,

employees still receive compliance awareness

training in classroom sessions and e-learning.

As per the policy on the involvement of busi-

ness partners, the integrity of sales support

business partners is checked as a mandatory re-

quirement and they are subject to an approval

process. The integrity checks conducted in the

reporting period and the scheduled follow-up

inspections did not lead to any objections.

The electronic monitoring system, also known

as the continuous controls monitoring system

(CCMS), for the early identification of possible

compliance risks and policy violations in pur-

chasing and payment processes, was still run-

ning at all RENK sites in Germany in the report-

ing period. CCMS reporting consists of various

check files. Changes in the extent of control

and control irregularities are evaluated on a

monthly basis and assessed in a meeting with

the Head of IT, Head of Finance and the Compli-

ance Officer, and finally reported to the RENK

Risk and Compliance Board.

The compliance officer and the compliance

help desk, which can be used by all employees

for matters concerning compliance, received 26

inquiries for the RENK Group and 25 for RENK

AG in the reporting period (compliance officer

(21), MAN compliance helpdesk (5)). These were

answered by the compliance officer and docu-

mented.

No compliance violations were identified in the

reporting period.

MAN’s “Speak up!” whistleblower portal helps

to detect and avoid dangerous risks. Through

“Speak up!”, tips concerning severe compliance

violations, particularly in the area of white col-

lar crime (such as corruption), antitrust law and

privacy, are received and processed.

RENK employees and third parties therefore

have another way to provide tips on compli-

ance violations – confidentially, internationally

and at any time – other than contacting the

compliance officer directly. Compliance viola-

tions are not tolerated at RENK under any cir-

cumstances. Information on possible violations

is examined in detail, violations are stopped

and sanctioned as far as labor law allows. Fur-

78

thermore, the findings from investigating com-

pliance violations are used for the continuous

improvement of the compliance system. No tip-

offs of compliance violations were received

through the whistleblower portal in the year

under review.

The introduction of the EU’s General Data Pro-

tection Regulation (EU GDPR) was a particular

priority, and it was used to check the estab-

lished system to ensure the pre-existing data

protection requirements on the basis of the

German Federal Data Protection Act. In this

project, all processes involving personal data

were described and assessed using special data

protection software. Measures were imple-

mented in close coordination with RENK’s data

protection officer, who also trained the com-

pany’s top managers.


80

Remuneration report for fiscal year 2018

Remuneration of members of the Executive Board In accordance with the statutory rules, the total

remuneration of individual Executive Board

members is set by the full Supervisory Board.

The subject matter is prepared by the Supervi-

sory Board’s Executive Personnel Committee.

At the proposal of the Committee, the structure

of the remuneration system for the Executive

Board is also discussed by the full Supervisory

Board and – in accordance with the recommen-

dation of the German Corporate Governance

Code (GCGC, item 4.2.2) – regularly reviewed

and revised as necessary.

The objective and purpose of this is to establish

appropriate remuneration. In particular, the cri-

teria for this are the duties of the respective

member of the Executive Board, his personal

performance, the economic situation, the suc-

cess and the future prospects of RENK and the

RENK Group and the question of what is usual

for remuneration, taking into account the peer

group and remuneration structure otherwise in

place at RENK.

Remuneration structure and components Remuneration for members of the Executive

Board consists of a salary and benefits in kind

not related to performance, pension contribu-

tions and performance-based components. The

performance-based, variable remuneration

takes into account individual performance, the

company’s success and long-term strategic ob-

jectives. The remuneration structure and its

components are based on the respective em-

ployment contract.

(a) Fixed remuneration

The fixed remuneration is paid as a monthly

salary. There are also benefits in kind, including

in particular the provision of company cars and

the payment of insurance premiums. The fixed

remuneration is regularly reviewed and revised

as appropriate to take into account the general

pay trend and the responsibilities of the respec-

tive Executive Board member.

(b) Variable remuneration

A new system of variable compensation was in-

troduced for the members of RENK AG’s Execu-

tive Board from fiscal year 2016. The variable

compensation is calculated on the basis of

three equally weighted components, each of

which is limited to 200% of the target value:

Long-term incentive (LTI)

Corporate bonus (CB)

Personal performance bonus (PPB)

The long-term incentive is directly linked to

the goals of the Volkswagen Group’s 2018 strat-

egy and is based on the performance criteria

derived from the strategy. The calculation is

based on a four-year period.

The target areas are:

Top customer satisfaction

(measured by the customer satisfaction in-

dex)

Top employer

(measured by the employee index)

Increase in sales

(measured by the growth index) and

Increase in return

(measured by the return index)


The customer satisfaction index is calculated

using indicators that reflect customers’ overall

satisfaction with the delivering dealers, new ve-

hicles and service operations on the basis of

their last workshop visit. The employee index is

determined from the indicators “employment”

and “productivity” and from the participation

rate and the result of employee surveys. The

growth index is calculated from the indicators

“delivery to customers” and “market share”. The

return index is calculated from the develop-

ment of the return on sales and the dividend

on ordinary shares.

The indices calculated for customer satisfaction

and on employees and the sales situation are

added together and the result is then multi-

plied by the return index. This method ensures

that the LTI is only paid out if the Group is fi-

nancially successful as a whole. This is because

the return index is zero if the return on sales

does not exceed a threshold of 1.5%. Conse-

quently, the overall index for the fiscal year in

question is then also zero.

Taking into account the four-year average of the

overall indices – for the year under review and

the three preceding fiscal years – the maximum

amount of the LTI was set at € 270 thousand for

the Chief Executive Officer and € 240 thousand

for the second member of the Executive Board.

The corporate bonus allows the Executive

Board to share in the business success of the

RENK Group. This success is measured by the

operating profit of the RENK Group. The calcu-

lation is based on a two-year period.

The achievement of targets is measured using

the following system:

The average value of the operating profit of the

RENK Group for the last two fiscal years (includ-

ing the fiscal year in which the bonus is

granted) is compared against a target value set

by the company’s Supervisory Board before the

beginning of the fiscal year in which the bonus

is granted. The target value is 100% target

achievement. The target value is reviewed by

the Supervisory Board at regular intervals, at

least every three years, and adjusted if neces-

sary.

The resulting percentage ratio between the av-

erage value and the target value is the percent-

age value for the target, which is capped at

200% of the average. The Supervisory Board has

set the target value at € 55 million.

The personal performance bonus honors indi-

vidual performance in the previous fiscal year

on the basis of target achievement according to

the individual target agreement and perfor-

mance evaluation. Quantitative and qualitative

factors are used to determine the bonus. The

personal performance bonus is set by the Su-

pervisory Board of the company.

(c) Company pension plan

Pension benefits for members of the Executive

Board comprise old age, disability and survi-

vors’ benefits. Entitlements to such benefits are

accumulated under a defined contribution,

fund-based system, the Capital Account Plan.

Each year RENK AG pays a contribution of 20%

of eligible pay, which is the total of the contrac-

tually agreed fixed and variable remuneration.

Additional contributions through gross de-

ferred compensation are possible. The contri-

butions paid and interest on them are accumu-

lated in individual capital accounts. The perfor-

mance of the capital account is directly linked

to the capital market and defined by a basket of

indices and other suitable parameters. Invest-

ment risks are gradually reduced with increas-

ing age (lifecycle concept). On retirement, the

credit in the capital account, or at least the total

contributions paid, can be paid out in a lump

sum, in installments or converted into an an-

nuity. In the event of disability or death, the

balance accumulated, or at least capital in the

amount of four times the fixed annual remu-

neration, is paid out.

82

Special employment contract regulations In the event of a member of the Executive

Board’s appointment ending early without

cause and at the instigation of the company,

the member in question receives the fixed re-

muneration, the bonus, insurance premium al-

lowances and pension plan contributions until

the regular end of his term of office, or for a

maximum of two years. Any income from other

activities will be offset.

In the event of a member of the Executive

Board’s appointment ending at his own instiga-

tion – which is possible giving notice without

stating grounds – he will receive his pay only

until the end of his notice period. There are no

special regulations for a change of control.

Remuneration of members of the Executive Board in 2018 The total remuneration of active members of

the Executive Board for their activities in fiscal

year 2018 amounted to € 1,587 thousand plus

€ 253 thousand for pensions (previous year:

€ 1,548 thousand plus € 196 thousand for pen-

sions). Individual details broken down by fixed,

performance-based and long-term incentive

components can be found in the table in the

notes to the consolidated financial statements

and the tables below.

The individual remuneration of members of

the Executive Board is reported in this remu-

neration report on the basis of the uniform

sample tables recommended in the GCGC as

published on September 30, 2014. A key feature

of these sample tables is the separate reporting

of benefits granted and amounts actually paid.

The targets (payment on 100%) and the mini-

mum and maximum values possible are shown

under benefits.


Remuneration of members of the Executive Board in 2018 (granted)

€ thousand Florian Hofbauer

Chief Executive Officer

2018 Minimum Maximum

Fixed remuneration 270 270 270

Additional benefits 33 33 33

Total 303 303 303

Short-term variable remuneration

Personal performance bonus 135 0 270

Long-term variable remuneration

Corporate bonus 135 0 270

Long-term incentive 135 0 270

Total 405 0 810

Pension cost 134 134 134

Total remuneration 842 437 1,247

€ thousand Christian Hammel

Administration and Production




Total 294 294 294






Total 360 0 720



84

Remuneration of members of the Executive Board in 2017 (granted)






Total 286 286 286






Total 382 0 764








Total 281 281 281






Total 345 0 690




Remuneration of members of the Executive Board in 2018 (actually received)



2018

Fixed remuneration 270

Additional benefits 33

Total 303


Personal performance bonus1) 203


Corporate bonus 162

Long-term incentive1) 159

Total 524

Pension cost 134

Total remuneration 961

1) 2018: According to figures currently available



2018



Total 294




Corporate bonus 144


Total 466

Pension cost 119


1) 2018: According to figures currently available

86

Remuneration of members of the Executive Board in 2017 (actually received)



2017



Total 286




Corporate bonus 173


Total 519

Pension cost 101


1) 2017: According to final figures



2017



Total 281




Corporate bonus 154


Total 462

Pension cost 95


1) 2017: According to final figures


Remuneration of members of the Supervisory Board The structure and amount of the remuneration

of the Supervisory Board are determined by the

Annual General Meeting and regulated in Arti-

cle 12 of the Articles of Association. They take

into account the duties and responsibilities of

the members of the Supervisory Board.

The annual remuneration consists of the fol-

lowing components:

Fixed remuneration of € 10,000.

Additional remuneration for the chair and

deputy chair of the Supervisory Board, and

for the chair and members of a committee,

with the exception of the Mediation Commit-

tee. The chair of the Supervisory Board is

granted double the fixed remuneration, the

deputy chair and the chair of a committee

one and a half times this amount, a commit-

tee member 1.25 times the amount. If mem-

bers perform several functions, remuneration

is based on the function with the highest re-

muneration entitlement.

Supervisory Board members’ expenses are also

reimbursed.

Remuneration of members of the Supervisory Board in 2018 The total remuneration payable to members of

the Supervisory Board for 2018 amounts to

€ 95,217 thousand (previous year: € 92,341 thou-

sand). An individual breakdown of the remu-

neration of the members of the Supervisory

Board who served on the Supervisory Board in

2018 can be found in the notes to the consoli-

dated financial statements.

Furthermore, members of the Supervisory

Board did not receive any further remuneration

or benefits for services rendered personally, in-

cluding in particular consulting and mediation

services in the year under review.

Former members of the Supervisory Board who

left the Supervisory Board before Janu-

ary 1, 2018 are not paid any remuneration.

88

Events after the end of the reporting period

Please see the appropriate section of the notes to the annual financial statements for information

on events after December 31, 2018 with a material effect on the net assets, financial position and re-

sults of operations.

Separate non-financial report

RENK Aktiengesellschaft exercises the option provided by section 289b(2) HGB and section 315b(2)

HGB to exempt itself from issuing a non-financial declaration and a non-financial Group declara-

tion, and refers to the combined separate non-financial report of Volkswagen AG for fiscal year 2018,

which is available in German at https://www.volkswagenag.com/presence/nachhaltigkeit/docu-

ments/sustainability-report/2018/Nichtfinanzieller_Bericht_2018_d.pdf and in English at

https://www.volkswagenag.com/presence/nachhaltigkeit/documents/sustainability-re-

port/2018/Nonfinancial_Report_2018_e.pdf from no later than April 30, 2019.


90

Forecast

The expected development of the RENK

Group and the general conditions for its busi-

ness activities are described below. Risks and

opportunities that could cause a departure

from the projected developments are pre-

sented in the report on risks and opportuni-

ties.

Our assumptions are based on the current as-

sessments of external institutions, including

economic research institutes, banks, multina-

tional organizations and consulting firms.

Our planning is based on the assumption

that the growth of the global economy will

slow in 2019. We continue to see risks in pro-

tectionist tendencies, turbulence on the fi-

nancial and structural deficits in individual

countries. Furthermore, growth prospects

will continue to be weighed down by ongoing

geopolitical tensions and conflicts. We there-

fore anticipate diminished momentum for

both the advanced and the emerging econo-

mies compared to 2018. We expect the high-

est increases in the emerging economies of

Asia.

We anticipate that the growth of the global

economy will continue in the years 2020 to

2023.

Economic growth in Western Europe will pre-

sumably slow down slightly in 2019 com-

pared to the year under review. The major

challenges still lie in solving structural prob-

lems and the uncertain repercussions of

Brexit.

For Central Europe we expect lower growth

rates in 2019 than in the past fiscal year. The

economic situation in Eastern Europe should

continue to stabilize, unless there is a further

escalation of the conflict between Russia and

Ukraine. The growth of the Russian economy

is expected to slacken somewhat.

We anticipate that growth in Turkey will de-

cline further while inflation remains high.

We expect gross domestic product (GDP) in

Germany to rise less energetically in 2019

than in the year under review. The situation

on the labor market is likely to remain stable

and support private consumer spending.

We assume that the economic situation in

the US will remain stable in 2019 but with

lower GDP growth than in the year under re-

view. The economy in Brazil is fully expected

to continue to stabilize in 2019, achieving

slightly stronger growth than in the year un-

der review.

In view of the trade policy conflicts with the

US, the Chinese economy will presumably

continue to grow at a relatively high level in

2019, though with less momentum than in

previous years. For India we expect a rate of

expansion in line with the previous years.

The industry association VDMA is cautiously

optimistic for 2019. Global growth in me-

chanical engineering will continue, albeit at a

slower rate of 3% after 6% in 2018. The VDMA

is assuming a relatively uniform develop-

ment at the major mechanical engineering

locations. Corrected for inflation, sales reve-

nue is expected to rise by 2% both for Ger-

many in isolation and for the European Un-

ion and Europe as a whole. The same figure is

forecast for the US and Japan. At 5%, mechani-

cal engineering should perform significantly

better in China.

RENK in planning another slight increase in

order intake for fiscal year 2019. However, this

will require the expected major projects in

Special Gear Units and Vehicle Transmissions

and a turnaround in Standard Gear Units

business. Sales revenue, operating profit and

the operating return on sales are expected to

match 2018 levels in 2019.


RENK will continue to implement its long-

term strategy in 2019 as well. RENK’s research

and development activities are the founda-

tion for remaining competitive and a tech-

nology leader in the future. A key factor for

current and future success is employees; at-

tractive jobs, ongoing training and continu-

ous professional development and personal

development opportunities are the basis for

motivated and qualified employees. The third

pillar of future viability is continuing the in-

vestment program, the basic outline of which

is set up for the long term while still allowing

flexible adjustment in line with market

changes. The Augsburg site will again play a

central role in 2019.

The company law changes as of Decem-

ber 31, 2018, which led to RENK leaving the

MAN Group, will also have organizational

consequences. A number of services previ-

ously performed by MAN SE for the RENK

Group will be performed by RENK itself mov-

ing ahead, possibly with external assistance.

This will require the establishment of new

structures and systems, e.g. in finance. How-

ever, MAN SE will continue to perform these

services for RENK in return for a fee for a

transitional period in 2019.

RENK’s management expects the following

developments in the individual segments in

fiscal year 2019:

Order intake in Special Gear Units business

will again be largely influenced by orders for

complex marine gear units in 2019. Larger-

scale projects are on the horizon for 2019 as

well. The segment’s order intake should

therefore be slightly higher than in the previ-

ous year overall. This also applies to the fore-

cast sales revenue. Operating profit, and

therefore the operating return on sales as

well, are set to clearly outperform the 2018

level.

Orders in Vehicle Transmissions business

will virtually match the figure for 2018 in

2019. Sales revenue is also expected to be sta-

ble year-on-year. The operating profit will de-

cline slightly, leading to a similar reduction in

the operating return on sales.

Order intake in Standard Gear Units busi-

ness should develop significantly better than

in fiscal year 2018, assuming that the new or-

ders expected in all product areas, including

for wind turbines in particular, actually mate-

rialize. Sales revenue will be around the previ-

ous year’s level as the tense market situation

will not allow any improvement. On the con-

trary, we expect a significant drop in both op-

erating profit and the operating return on

sales.

The forecasts for Slide Bearings markets also

do not suggest any fundamental change, and

we anticipate order intake roughly on par

with the previous year. This is also reflected

in our forecasts for sales revenue. Operating

profit and the operating return on sales will

be slightly lower than in 2018.

92

The forward-looking statements and information described above are based on our current expecta-

tions, assumptions and estimates, and they therefore entail a series of risks and uncertainties. A va-

riety of factors, many of them outside our control, can influence our business activities and their

outcome.

These factors can result in the actual performance of the RENK Group deviating significantly from

the forward-looking statements.


RENK Aktiengesellschaft

The Executive Board

Florian Hofbauer Christian Hammel


94

RENK AG, Augsburg RENK Consolidated Financial Statements for the Fiscal Year from January 1 to December 31, 2018

Contents

Seite

Consolidated Income Statement 95

Reconciliation to Total Comprehensive Income for the Period 96

Consolidated Statement of Financial Position 97

Consolidated Statement of Changes in Equity 98

Consolidated Statement of Cash Flows 99

Notes to the Consolidated Financial Statements 99

Principles of Financial Reporting 100

Notes to the Consolidated Income Statement 124

Notes to the Consolidated Statement of Financial Position 131

Other Disclosures 147

Events after the end of the reporting period 173

Members of the Supervisory Board and the Executive Board and their mandates 174

Responsibility statement 180

Audit Report for the consolidated financial statements of RENK AG 183

Six-year Overview 192

RENK Group Annual Report 2018 95

Consolidated Income Statement

€ thousand Note 2018 20171)

Sales revenue [6] 502,218 469,406

Cost of sales (383,442) (354,223)

Gross profit 118,776 115,183

Other operating income2) [7] [20] 7,484 3,807

Distribution expenses (37,412) (35,094)

General administrative expenses (22,342) (19,889)

Other operating expenses2) [8] [20] (6,295) (3,960)

Operating profit 60,213 60,047

Interest expense [9] (400) (462)

Other financial result [9] 1,802 1,619

Financial result 1,402 1,157

Profit before taxes 61,615 61,204

Income tax expense [10] (19,105) (18,376)

Profit after tax (share of RENK shareholders) 42,510 42,828

Earnings per share in € (basic and diluted) [11] 6.25 6.30

1) Adjustment of prior-year information. Please see “New and revised accounting pronouncements and methods”. 2) In fiscal year 2018, this included total expenses of € 419 thousand resulting from the recognition of loss

allowances in accordance with IFRS 9. Please see “Loss allowances” in the notes to the consolidated financial statements for further information.

96

Reconciliation to Total Comprehensive Income for the Period

€ thousand 2018 2017

Profit after tax 42,510 42,828

Items not reclassified to profit or loss

Remeasurement of pension plans1) (2,195) 6,021

Deferred taxes1) (57) (306)

Remeasurement of other and financial investments (552) –

Deferred taxes 9 –

(2,796) 5,715

Items reclassified to profit or loss in the future

Currency translation differences1) 2) 1,130 (2,771)

Change in fair values of derivative financial instruments (hedging instruments)2) (320) 1,908

Deferred taxes 103 (610)

913 (1,473)

Other comprehensive income for the period (1,883) 4,242

Total comprehensive income 40,627 47,070

Other comprehensive income for the period as of Dec. 31 (13,273) (11,390)

1) No deferred taxes relate to currency translation differences. 2) Please see chapter “Derivative financial instruments and hedging strategies” for information on the reclassification

of recognized gains and losses to the income statement.


Consolidated Statement of Financial Position

Assets

€ thousand Note Dec. 31, 2018 Dec. 31, 2017

Intangible assets [14] 2,384 1,657

Property, plant and equipment [15] 210,041 196,686

Other and financial investments [16] 11,282 9,079

Deferred tax assets [10] 6,295 7,652

Other non-current financial assets [21] [31] 3 126

Other non-current receivables [21] 3 32

Non-current assets 230,008 215,232

Inventories [17] 196,578 180,503

Trade receivables [18] 104,854 87,883

Contract assets1) [19] 5,718 –

Current income tax receivables 8,253 11,581

Other current financial assets [21] [31] 15,800 2,866

Other current receivables [21] 6,451 3,380

Cash and cash equivalents [22] 185,700 198,553

Current assets 523,353 484,765

753,361 699,997

Equity and liabilities

€ thousand Note Dec. 31, 2018 Dec. 31, 2017

Subscribed capital 17,920 17,920

Capital reserves 10,669 10,669

Retained earnings 431,910 404,651

Accumulated other comprehensive income (10,564) (11,390)

Equity [23] 449,935 421,851

Pension provisions [24] 16,023 10,505

Deferred tax liabilities [10] – 4,739

Contract liabilities, non-current1) [27] 81,993 70,606

Other non-current provisions [25] 8,555 8,052

Other non-current financial liabilities [28] [31] 120 –

Other non-current liabilities [28] 51 76

Non-current liabilities and provisions 106,742 93,978

Effective income tax provisions 1,898 390

Trade payables [26] 39,407 34,635

Contract liabilities, current1) [27] 80,392 71,055

Current income tax payables 159 2

Other current provisions [25] 43,522 48,917

Other current financial liabilities [28] [31] 2,129 1,175

Other current liabilities [28] 29,176 27,995

Current liabilities and provisions 196,683 184,169

753,361 699,997

1) New statement of financial position item in accordance with IFRS 15. Please see “New and revised accounting pronouncements and methods”.

98

Consolidated Statement of Changes in Equity1)

€ thousand Subscribed

capital

Capital

reserves

Retained

earnings

Other

comprehen-

sive income

for the

period

Total

As of Dec. 31, 2016 17,920 10,669 376,783 (15,632) 389,740

Profit after tax – – 42,828 – 42,828

Other comprehensive income for the period – – – 4,242 4,242

Total comprehensive income – – 42,828 4,242 47,070

Dividends paid – – (14,960) – (14,960)

Before adjustment on Dec. 31, 2017 17,920 10,669 404,652 (11,390) 421,851

Change in accounting due to IFRS 9 and IFRS 152) – – (291) 2,709 2,418

After adjustment on Jan. 1, 2018 17,920 10,669 404,361 (8,682) 424,268

Profit after tax – – 42,510 – 42,510

Other comprehensive income for the period – – – (1,883) (1,883)

Total comprehensive income – – 42,510 (1,883) 40,627

Dividends paid – – (14,960) – (14,960)

Other changes – – – – 0

As of Dec. 31, 2018 17,920 10,669 431,910 (10,564) 449,935

1) See also the supplementary disclosures on “Equity” in the notes to the annual financial statements. 2) Please see “New and revised accounting pronouncements and methods”.


Consolidated Statement of Cash Flows1)

€ thousand Note 2018 2017

Cash and cash equivalents at beginning of period 198,553 213,957

Profit before taxes 61,615 61,204

Income taxes paid (17,336) (20,038)

Depreciation, amortization and impairment losses on intangible assets and property, plant and equipment [14] [15] 19,013 18,925

Change in provisions for pension obligations 3,364 1,378

Gains/losses from asset disposals (327) (19)

Other non-cash expenses and income 1,738 (906)

Change in inventories (15,408) 133

Change in receivables and contract assets2) (30,328) (2,725)

Change in (contract) liabilities2) 17,481 (28,005)

Change in other provisions (5,105) (5,098)

Cash flows from operating activities3) 34,706 24,849

Payments to acquire property, plant and equipment and intangible assets [14] [15] (35,361) (18,735)

Capital contributions in other and financial investments, acquisition of non-consolidated subsidiaries [16] (1,669) (5,392)

Proceeds from asset disposals 3,885 479

Cash inflow from deposits 8 –

Cash flows from investing activities (33,136) (23,648)

Dividends paid [23] (14,960) (14,960)

Cash flows from financing activities (14,960) (14,960)

Effect of exchange rate changes on cash and cash equivalents 538 (1,645)

Change in cash and cash equivalents (12,853) (15,404)

Cash and cash equivalents at end of period [22] 185,700 198,553

1) See also the supplementary disclosures on the statement of cash flows in the notes to the annual financial statements.

2) New statement of financial position item in accordance with IFRS 15. Please see “New and revised accounting pronouncements and methods”.

3) The cash flows from operating activities include interest income of € 128 thousand (previous year: € 350 thousand), interest expenses of € 87 thousand (previous year: € 154 thousand) and income from other and financial investments of € 1,979 thousand (previous year: € 1,217 thousand).

100

Notes to the Consolidated Financial Statements

Principles of Financial Reporting

(1) General principles

RENK Aktiengesellschaft (hereinafter: RENK AG) is a listed corporation domiciled at

Gögginger Strasse 73, Augsburg, Germany. It is registered with Augsburg Local Court

under HRB 6193. The RENK Group develops, produces and distributes high-quality

drive technology worldwide. Its divisions are Special Gear Units, Vehicle Transmis-

sions, Standard Gear Units and Slide Bearings.

On December 31, 2018, MAN SE sold its 76% interest in the capital of RENK AG to

Volkswagen Klassik GmbH, Wolfsburg, a direct, wholly owned subsidiary of

VOLKSWAGEN AKTIENGESELLSCHAFT, Wolfsburg, (VW AG). RENK AG has thereby left

the MAN SE Group. Volkswagen Klassik GmbH exercises the exemption provided by

section 291 of the Handelsgesetzbuch (HGB – German Commercial Code) and does not

prepare its own consolidated financial statements or Group management report.

RENK AG is included in the consolidated financial statements of VW AG, the ultimate

parent company, which are published in Bundesanzeiger (the Federal Gazette).

These consolidated financial statements of RENK AG for the fiscal year from January 1

to December 31, 2018 were prepared in line with section 315e(1) of the German Com-

mercial Code (HGB) in accordance with the International Financial Reporting Stand-

ards (IFRS) of the International Accounting Standards Board (IASB), as applicable in the

European Union as per Regulation (EC) No. 1606/2002 of the European Parliament and

of the Council, and the supplementary provisions of the Articles of Association. They

were prepared on February 8, 2019 and approved for submission to the Supervisory

Board by way of resolution of the Executive Board.

The consolidated financial statements have been prepared in euro, the functional cur-

rency of the RENK Group. Unless stated otherwise, all figures are in thousands of euro

(€ thousand). Minor differences in totals or percentages can occur as a result of the

commercial rounding of amounts.


(2) Consolidation and measurement of equity investments

(a) Equity investments

The equity investments of RENK AG include subsidiaries, other equity investments

and a financial investment. All material domestic and foreign subsidiaries that RENK

AG controls directly or indirectly are included in the consolidated financial state-

ments. Control exists when RENK AG directly or indirectly has power over the poten-

tial subsidiary on the basis of voting or other rights, is exposed to positive and nega-

tive variable returns and can affect the amount of the variable returns on the basis of

voting rights.

Other equity investments include interests in non-consolidated affiliated companies

and a financial investment.

(b) Basis of consolidation

Companies included In addition to RENK AG, the consolidated financial statements include the following

wholly owned subsidiaries:

RENK France S.A.S., Saint-Ouen-l’Aumône/France,

RENK Corporation, Duncan (SC)/USA,

RENK Test System GmbH, Augsburg,

RENK-MAAG GmbH, Winterthur/Switzerland and

RENK Systems Corporation, Camby (IN)/USA

Effective June 8, 2018, the subsidiary RENK MAAG GmbH, Winterthur, acquired all

shares in MAAG Gear Systems AG, based in Wallisellen, Switzerland, at a converted

purchase price of € 1,666 thousand. The remaining activities of the MAAG Group in

the marine sector were bundled in the new company. The acquired company was

merged with RENK-MAAG GmbH by way of entry in the commercial register dated Oc-

tober 12, 2018. A loss of € 25 thousand was incurred as a result of the merger.

Companies not included The subsidiaries and the financial investment not included in the consolidated finan-

cial statements are insignificant overall to the net assets, financial position and results

of operations of the RENK Group. These are recognized, in some cases applying practi-

cal expedients, in the consolidated financial statements at their respective cost, taking

into account any impairment losses required.

Please see the corresponding note for a full list of shareholdings of the RENK Group.

There was no separate reportable goodwill for the fiscal years 2018 and 2017.

(c) Other equity investments and financial investments

Other investments comprise unconsolidated subsidiaries measured at cost.

102

Financial investments are measured at fair value through profit or loss.

Financial investments in equity instruments that are not held for trading and that do

not represent contingent consideration in a business combination can be recognized

at fair value through other comprehensive income. Gains and losses from cumulative

changes in value recognized in other comprehensive income are not reclassified to

profit or loss on subsequent derecognition, e.g. when the equity investment is sold.

Dividends from financial investments are recognized in profit or loss unless they rep-

resent a repayment of the cost.

(d) Currency translation

Transactions in foreign currencies are translated using the relevant exchange rates at

the time of the transaction. In subsequent periods, monetary assets and liabilities are

measured at the middle rate at the end of the reporting period; exchange rate differ-

ences are recognized in profit or loss. Non-monetary items that are measured in terms

of historical cost in a foreign currency are translated using the exchange rate at the

date of the transaction. On initial recognition of an asset, expense or income that in-

cludes prepayments received or made, the exchange rate at which the non-monetary

items from prepayments were translated on the date of the transaction is used.

The financial statements of companies from countries outside the euro area are trans-

lated into euro using the functional currency concept. The functional currency is de-

termined by the primary economic environment, it is the respective local currency of

the companies consolidated.

The financial statements are translated using the modified current rate method, ac-

cording to which items in the statement of financial position – except equity – are

translated using the rate at the end of the reporting period, while income statement

items are translated using weighted average exchange rates. Except for other compre-

hensive income, equity is translated at historic rates. The resulting translation differ-

ences are recognized in other comprehensive income until the disposal of the subsidi-

ary and reported as a separate item in equity.

Overview of key exchange rates

Middle rate Average price1)

Dec. 31, 2018 Dec. 31, 2017 2018 2017

US dollar 1.14525 1.19875 1.13855 1.18351

Swiss franc 1.12640 1.16935 1.12914 1.1686

Pound sterling 0.89690 0.88730 0.89750 0.88282

Chinese yuan 7.87725 7.80085 7.84092 7.80623

Japanese yen 125.91000 134.87000 127.67833 133.60947

1) Weighted average price


(3) Accounting principles

The presentation in the statement of financial position distinguishes between current

and non-current assets and liabilities. Assets and liabilities are classified as current if

they are due within one year or within the longer operating cycle. Deferred tax assets

and liabilities and assets and provisions from defined benefit pension plans are shown

as non-current items. The consolidated income statement has been prepared using

the cost of sales method.

With the exception of certain items such as financial instruments at fair value and

provisions for pensions and similar obligations, the consolidated financial statements

are prepared on the basis of cost.

The consolidated financial statements are based on the financial statements of RENK

AG and its consolidated subsidiaries, which are prepared using the same Group-wide

accounting policies as the Volkswagen and MAN Groups.

The accounting principles describe the regulations and methods applied in fiscal year

2018, taking into account the first-time adoption of IFRS 9 – Financial Instruments and

IFRS 15 – Revenue from Contracts with Customers. These new regulations entail some

considerable differences in accounting methods and changes in presentation and re-

porting compared to the previous year. The accounting requirements were imple-

mented using the modified retrospective transition method, whereby the amounts in

the opening statement of financial position were adjusted in other comprehensive in-

come. The figures for the previous year were therefore not adjusted, hence compara-

bility with the previous year’s information is made possible by the information in sec-

tion 5 – “New and revised accounting pronouncements and methods”. Please see the

consolidated financial statements of RENK AG as of December 31, 2017 for a descrip-

tion of the accounting policies applied in the previous year prior to the first-time

adoption of IFRS 9 and IFRS 15.

(a) Revenue recognition

When control of an asset is transferred to the customer, the entity satisfies its perfor-

mance obligation and the corresponding sales revenue can be recognized. The asset

comprises contractually agreed goods and services. At contract inception it is deter-

mined whether the performance obligation is satisfied over time. If the requirements

for this are not met, the performance obligation is satisfied at a point in time. Assur-

ance-type warranties must be taken into account in performance obligations.

Performance obligations are recognized over time in the following cases:

The services rendered that benefit the customer are consumed by the customer at

the same time that the services are rendered.

The assets created or processed are controlled by the customer during performance

by the entity.

The assets created have no alternative use for the entity and the entity has an en-

forceable right to payment by the customer for the performance completed to date.

104

Sales revenue from performance obligations fulfilled over time is accounted for using

the percentage of completion method. RENK calculates the percentage of completion

using the input method to estimate the costs incurred relative to the total expected

costs. The contract costs incurred are the best measure of the satisfaction of perfor-

mance obligations. If the expected costs exceed the expected sales revenue, the ex-

pected loss is immediately recognized in full as an expense by writing down capital-

ized assets and recognizing provisions if necessary.

The amount of sales revenue is determined by the transaction price, which is equal to

the expected consideration including possible variable remuneration components. If

variable consideration has been agreed in a contract, sales revenue is estimated using

the most likely amount method. Variable consideration is only taken into account in

the transaction price if it is highly probable that it will arise once the uncertainty relat-

ing to variable consideration is resolved. For multi-component contracts, the total

transaction price is allocated to the individual, distinct performance obligations rela-

tive to the stand-alone selling prices.

Costs of obtaining or fulfilling a contract are not capitalized as the necessary require-

ments are not met.

(b) Operating expenses

Operating expenses are recognized when the service is utilized; expenses for advertis-

ing and sales promotion and other sales-related expenses are recognized at the time

they are incurred. The cost of sales consists of costs of the products and merchandise

sold. In addition to the direct material and manufacturing costs, production costs also

comprise production-related overheads, including depreciation of production equip-

ment.

Warranty provisions are recognized when the products are sold. Expenses for research

are immediately recognized in profit or loss. Interest and other borrowing costs are

recognized as expenses in the period in which they arise, with the exception of bor-

rowing costs that are capitalized as part of the cost of qualifying assets. A qualifying

asset is an asset that necessarily takes a period of at least a year to get ready for its in-

tended use or sale. No borrowing costs were recognized in either of the past two fiscal

years.

(c) Intangible assets

Individually acquired intangible assets are carried at cost. Intangible assets acquired in

a business combination are measured at fair value at the acquisition date.

If the intangible assets have a finite useful life they are amortized on a straight-line ba-

sis over their period of use. The amortization period for software is predominantly

three years. Licenses and similar rights are amortized over their contractual terms of

use. There is no amortization if the useful life cannot be determined. Instead, the in-

tangible assets are tested for impairment at least once a year and impairment losses

are recognized if necessary. No goodwill or other intangible assets with an indefinite


useful life were capitalized as of December 31, 2018 or the same date of the previous

year.

Expenses for the development of new products or series are capitalized when the new

products or series are technically and economically feasible, are scheduled for internal

use or for sale, the expenses can be measured reliably and sufficient resources to com-

plete the development project are available. Development costs that do not meet these

criteria and all research costs are recognized immediately in profit or loss. The capital-

ized development costs are amortized on a straight-line basis from the date of launch,

typically over five to seven years. While a development project is still in progress, the

amounts capitalized to date are tested for impairment at least annually. No such devel-

opment costs were capitalized as of the end of the 2018 and 2017 reporting periods.

(d) Property, plant and equipment

Property, plant and equipment are measured at historic cost less depreciation and im-

pairment losses. Investment grants are deducted from cost. The cost of internally gen-

erated assets includes directly attributable production costs and pro rata production

overheads. Where property, plant and equipment consist of material identifiable com-

ponents with different useful lives, these components are recognized and depreciated

separately. Borrowing costs were not included in cost for the 2018 and 2017 fiscal years.

Expenses for maintenance and repairs are recognized in profit or loss, unless they

must be capitalized.

Property, plant and equipment are depreciated on a straight-line basis over their ex-

pected useful life. The useful lives of property, plant and equipment are reviewed at

the end of each reporting period and adjusted if necessary. Depreciation is essentially

based on the following useful lives:

in years

Buildings 10 to 50

Improvements 5 to 33

Technical equipment and machinery 5 to 21

Other equipment, operating and office equipment 3 to 15

(e) Leases

Leases for property, plant and equipment (investment leases) must be classified as ei-

ther a finance lease or an operating lease. The leases reported by the RENK Group are

classified as operating leases and the lease payments are recognized as an expense. As-

sets leased under operating leases are carried at cost and depreciated to their residual

value on a straight-line basis over the lease term. Impairment is recognized in the

form of write-downs and adjustments to the lease installments. RENK leases assets

only to a limited extent.

106

(f) Impairment

If there are indications that the carrying amounts of intangible assets, property, plant

and equipment, other equity investments and financial investments or other receiva-

bles may be impaired, an impairment test is performed. Intangible assets with indefi-

nite useful lives, capitalized development costs and goodwill are tested for impair-

ment at least annually. At the RENK Group, none of these statement of financial posi-

tion items were subject to an annual impairment test as of the end of the 2018 and

2017 reporting periods.

The recoverable amount of the asset in question is calculated to determine the extent

of a possible impairment loss. The recoverable amount is the higher of the fair value

less costs to sell and value in use. The value in use is the present value of the expected

cash flows. A weighted average cost of capital before taxes (WACC) that reflects the

market conditions is used as the discount rate. The discount rate is calculated on the

basis of the interest rate for risk-free investments, a market risk premium and the bor-

rowing rate and taking into account specific peer group information for the beta fac-

tors and the debt-to-equity ratio. The underlying assumptions are reviewed on an on-

going basis and adjusted as necessary. The weighted average cost of capital applied in

2018 was 7.7% (previous year: 8.0%).

If a recoverable amount cannot be determined for an individual asset, the recoverable

amount of the smallest identifiable cash-generating unit to which the asset in ques-

tion can be assigned is determined. If the recoverable amount of an asset is lower than

its carrying amount, an impairment loss on the asset is immediately recognized in

profit or loss.

If an asset or cash-generating unit on which an impairment loss was recognized later

has a higher recoverable amount, an impairment loss is reversed up to no higher than

the amortized cost that would have resulted without the impairment. The impairment

loss is reversed in profit or loss and is recognized in other operating income. The re-

versal of impairment losses on goodwill is not permitted. There was no recognized

goodwill in the RENK Group as of the end of the 2018 or 2017 reporting periods, nor

were any reversals in income required to be recognized for assets or cash-generating

units.

Please see “(i) Primary financial instruments” for information on impairment in con-

nection with financial assets.

(g) Inventories

Inventories are measured at the lower of cost or net realizable value. Cost includes di-

rectly attributable production costs and pro rata fixed and variable production over-

heads. The allocated overheads are mostly determined on the basis of normal capacity

utilization. Distribution expenses, general and administrative expenses and borrow-

ing costs are not capitalized. Raw materials and merchandise are measured at

weighted average cost.


(h) Contract assets and liabilities

When either party to a contract has satisfied its performance obligations, the entity

must recognize a contract asset or a contract liability, depending on whether the en-

tity has satisfied its performance obligation or the customer has paid. Unconditional

rights to consideration must also be taken into account.

In the RENK Group, contract assets result from the satisfaction over time of perfor-

mance obligations accounted for using the percentage of completion method. Under

this method, pro rata sales revenue and the cost of sales are reported in accordance

with the progress achieved by the end of the reporting period. This is calculated based

on the transaction price agreed with the customer and the expected contract costs.

The percentage of completion is calculated as the proportion of the costs incurred by

the end of the reporting period in the total forecast contract costs (cost to cost

method). If the result of a performance obligation cannot be reliably determined, sales

revenue is only recognized in the amount of the contract costs incurred (zero profit

method). Under the percentage of completion method, the parts of the contract for

which sales revenue has been received are recognized net of prepayments received un-

der prepayments received in the statement of financial position.

Expected losses from performance of obligations over a period of time are immedi-

ately recognized in full as an expense by writing down capitalized assets and recogniz-

ing provisions.

Contract liabilities comprise prepayments received and the contra entry for uncondi-

tional customer prepayment receivables, i.e. liabilities from prepayments to be re-

ceived.

(i) Primary financial instruments

Financial instruments are agreements that give rise to a financial asset at one entity

while at the same time giving rise to a financial liability or equity instrument at an-

other. Regular way purchases and sales of financial instruments are recognized at the

settlement date, i.e. the date on which the asset is delivered.

Primary financial instruments include, in particular, trade receivables, financial in-

vestments, securities, cash and cash equivalents, financial liabilities and trade paya-

bles. Primary financial instruments are carried at fair value on initial recognition. Fair

value on initial measurement is generally the transaction price, i.e. the consideration

given or received.

On initial recognition, financial assets are classified as follows based on the business

model applied and the structure of cash flows:

at amortized cost;

at fair value through other comprehensive income (debt instruments);

at fair value through other comprehensive income (equity instruments);

at fair value through profit or loss.

108

Financial liabilities are assigned to the following categories:

at amortized cost;

at fair value through profit or loss.

The option of recognizing financial assets and liabilities at fair value through profit or

loss is not exercised in the RENK Group.

Subsidiaries that are not consolidated for reasons of materiality and financial instru-

ments from rights and obligations under IFRS 15 – Revenue from Contracts with Cus-

tomers do not fall within the scope of IFRS 9 – Financial Instruments, though the im-

pairment provisions of IFRS 9 must be taken into account for the latter financial assets

on account of an exemption.

Regarding financial assets (debt instruments) for which the cash flows at specified

dates are solely payments of principal and interest (SPPI criterion), RENK exclusively

intends to hold these to collect the associated cash flows. The amortized cost of a fi-

nancial asset or financial liability is the amount:

at which the financial asset or financial liability is measured on initial recognition;

less any repayments;

less any recognized loss allowances, write-downs for impairment on or the uncol-

lectibility of financial assets; and

plus or minus the cumulative amortization of any difference between the original

amount and the amount repayable on maturity (premium, discount) using the effec-

tive interest method.

In the RENK Group, the “Financial assets at amortized cost” category mainly com-

prises trade receivables, other financial assets and cash and cash equivalents. Non-in-

terest-bearing and low-interest-bearing receivables with a remaining term of more

than twelve months are discounted by discounting the future cash flows at the market

rate, though there were no such receivables as of the end of the 2018 or 2017 reporting

periods.

RENK has no financial assets held under a business model that intends both collecting

contractual cash flows and selling financial assets.

The credit risk of financial assets at amortized cost and contract assets under con-

tracts with customers is taken into account by the recognition of Group-wide loss al-

lowances for expected credit losses (expected credit loss model) and by recognizing

impairment for the losses already incurred. A potential impairment is assumed not

just if certain circumstances apply – such as late payments over a certain period, the

initiation of enforcement measures, imminent insolvency or over-indebtedness, ap-

plication for insolvency proceedings or failure of restructuring measures – but also for

receivables not past due. In addition to the above objective indications, the length of

time payments are past due is also taken into account in assessing increases in credit

risk.


To calculate loss allowances, insignificant receivables and significant individual receiv-

ables without evidence of impairment are grouped into homogeneous portfolios

based on common credit risk characteristics and broken down by risk class. Average

historical probabilities of default in conjunction with the future parameters of the re-

spective portfolio are used to calculate the amount of impairment.

Impairment for expected credit losses is calculated using a general approach based on

the allocation of financial assets to the following stages:

Stage 1:

For financial assets for which the risk of default has not increased significantly since

initial recognition, a loss allowance is recognized for expected cash shortfalls within

the next twelve months after the end of the reporting period.

Stage 2:

For financial assets for which the risk of default has increased significantly at the end

of the reporting period compared to the initial risk, a loss allowance is recognized for

the lifetime expected credit losses of the financial instrument. The entity must obtain

extensive and forward-looking information to assess a significant increase.

Stage 3:

If there is objective evidence of impairment since the last reporting date, the financial

assets are stage 3 and loss allowances are recognized on the basis of expected losses

for their entire remaining term.

Regardless of the stages of the general approach described above, a loss allowance is

recognized over the entire term of financial assets from the time of their addition if

there is already objective evidence that they are credit-impaired on initial recognition.

The gross carrying amount of financial assets is written down if there is no valid ex-

pectation that the obligor will settle its liability in full or in part or that collateral can

be realized, e.g. on the opening of insolvency proceedings or the failure of restructur-

ing measures.

Loss allowances on trade receivables and contract assets are recognized in accordance

with the simplified approach of IFRS 9. Under this method, the expected credit losses

over the total remaining term of receivables and contract assets are calculated on the

basis of a provision matrix with rates graded depending on the number of days that a

receivable is past due. These rates are based on historical loss rates and forward-look-

ing factors.

If there is objective evidence of individual impairment, the provision matrix is disre-

garded and a specific valuation allowance is recognized on trade receivables in the

amount of the losses already incurred in line with stage 3 of the general approach.

Bad debt allowances on receivables are usually recognized in a separate allowance ac-

count. They are derecognized at the same time as the corresponding impaired receiva-

ble.

110

Financial assets at fair value through other comprehensive income include financial

investments (equity instruments) for which the RENK Group exercises the irrevocable

option for measurement at fair value through other comprehensive income. In the

context of recognition through other comprehensive income, the changes in fair value

after taking deferred taxes into account and all foreign exchange components are rec-

ognized in accumulated other comprehensive income. Reclassification to profit or loss

when the financial asset is sold is not permitted, and instead reclassification is to re-

tained earnings on disposal of the equity investment. Any dividends are recognized in

profit or loss unless they represent a repayment of the cost.

With the exception of derivative financial instruments, financial liabilities are subse-

quently measured at amortized cost.

Financial assets and liabilities are reported at their gross value. They are only offset

when this is legally enforceable for RENK at the current time and it actually intends to

offset them.

RENK used the central financial management of the MAN Group in the year under re-

view. Under a cash pooling process, the balances of the RENK accounts included are

closed out by MAN SE, usually daily, and thus transformed into receivables from/liabil-

ities to MAN SE. As part of its central financial management, MAN SE manages and

guarantees the MAN Group’s liquidity and credit supply with corresponding transac-

tions on the international financial markets. Given their cash-like nature, RENK re-

ports the receivables from financial transactions with MAN SE as cash and cash equiv-

alents. They essentially result from central cash pooling and from highly liquid invest-

ments of a temporary nature at MAN SE. By contrast, deposits made with MAN SE of

an investment nature are reported as other assets. Analogously, liabilities resulting

from the central financial management of the MAN Group are reported as financial li-

abilities.

(j) Derivative financial instruments

The RENK Group uses derivative financial instruments to hedge foreign currency, in-

terest rate and other price risks that can mainly arise from operating activities. The

most important derivative financial instruments for RENK are currency forwards and

options.

Derivative financial instruments are measured at fair value on initial recognition and

at the end of each subsequent reporting period. Derivative financial instruments are

recognized on the trade date. Gains and losses from measurement at fair value are rec-

ognized in profit or loss.

The fair value for listed derivatives is their positive or negative market value, taking

counterparty risk into account as applicable. If no quoted market prices are available,

fair values are calculated based on the conditions at the end of the reporting period,

such as interest rates or exchange rates, and using recognized models, such as dis-

counted cash flow models or option pricing models.


RENK did not use hedge accounting in fiscal year 2018. Hedge accounting in accord-

ance with IFRS 9 is therefore not described here.

(k) Income tax expense

Provisions for taxes include current income tax liabilities.

Deferred taxes are reported in separate items of the statement of financial position

and the income statement. Provisions for potential tax risks are recognized based on

the best possible estimate. The likely amount of the tax arrears payment is used as a

basis for recognized income tax items.

Deferred tax assets and liabilities are recognized for temporary differences between

the financial reporting and the tax basis, for temporary differences in profit or loss

arising on consolidation and for tax credits and tax loss carryforwards. Deferred taxes

are measured at the prevailing tax rate at the end of the reporting period or the future

tax rate highly likely to be used.

Deferred tax assets are only recognized to the extent that taxable profit will be availa-

ble for the utilization of the deductible temporary differences. Valuation allowances

are recognized for deferred tax assets whose realization is not expected in the foresee-

able future. Deferred tax assets for tax loss carryforwards are usually measured based

on future taxable income for a planning period of five fiscal years.

Deferred tax assets are offset against deferred tax liabilities if they relate to the same

taxation authority and to the extent that their maturities match.

Changes in deferred taxes in the statement of financial position lead to deferred tax

expense or income. If the change in deferred taxes results from items recognized di-

rectly in equity, the change in deferred taxes is also recognized directly in equity.

(l) Pensions and similar obligations

Pension obligations from defined benefit plans are calculated using the projected unit

credit method. The future benefit obligations are measured on the basis of the bene-

fits accrued pro rata by the end of the reporting period and discounted to present

value. Their measurement reflects assumptions about the future development of cer-

tain parameters that affect the future level of benefits.

Provisions for pension obligations are reduced by the fair value of the plan assets held

to cover the pension obligations. If plan assets exceed obligations, the excess is only

recognized in other assets if it will result in a refund from the plan or a reduction of

future contributions.

The service cost, which represents the benefits of active employees accumulated in ac-

cordance with the benefit plan in the fiscal year, is reported in functional expenses.

Net interest income and expenses are calculated by multiplying the net asset or net

liability by the discount rate and are included in interest expense.

112

Remeasurements of the net asset or net liability include actuarial gains and losses

arising from differences between the actuarial assumptions used and the actual

trends, changes in actuarial assumptions and the return on plan assets, not including

amounts included in net interest income or expenses. Remeasurements are recog-

nized net of deferred taxes in equity.

Payments for defined contribution plans are recognized in functional expenses.

(m) Other provisions

Other provisions are recognized for all identifiable risks and uncertain obligations re-

sulting from past events that will probably lead to a future outflow of resources and

whose amount can be reliably estimated. They are measured at the best estimate of

the expenditure required to settle the obligation. The provision is carried at its net

present value where the time value of money is material. The discount rate is based on

market interest rates.

A reimbursement of third parties anticipated in connection with a provision is recog-

nized as a separate asset if its realization is as good as certain. Provisions are regularly

reviewed and adjusted as further information develops or circumstances change. If a

change in an estimate results in a reduction of the obligation, the provision is reversed

accordingly and the income is recognized in the corresponding functions or in other

operating income.

Provisions for warranties are recognized at the time of sale of the products concerned

or the performance of the relevant service. Their measurement is primarily based on

historical experience. Individual provisions are also recognized for known losses. Pro-

visions for restructuring measures are recognized when the Group has produced a de-

tailed, formal plan of measures containing information on the division affected, the

estimated number of employees and a cost estimate and the parties concerned or

their representatives have been informed accordingly. Provisions for outstanding

costs and other commitments are measured on the basis of services yet to be per-

formed, usually in the amount of the production costs expected to be incurred. Provi-

sions for anticipated losses from onerous contracts are recognized when the expected

benefit resulting from the contract is less than the unavoidable costs to fulfill the con-

tract.

(n) Estimates and judgments

When preparing consolidated financial statements, to a certain extent assumptions

and estimates are made that affect the amount and reporting of the recognized assets

and liabilities, income and expenses and information on contingent assets and liabili-

ties in the reporting period. The estimates were made on the basis of past experience

and other relevant factors, including the assumption of going concern. All estimates

and assumptions are made to the best of knowledge and belief to provide a true and

fair view of the net assets, financial position and results of operations of the Group.

Any uncertainty is adequately reflected in valuations, although future events can still


differ from these estimates and have a material effect on the net assets, financial posi-

tion and results of operations of the RENK Group. Estimates and judgments are re-

viewed on an ongoing basis.

The assumptions made regarding the following matters as of the end of the reporting

period are of particular significance:

If intangible assets, property, plant and equipment, other equity investments and fi-

nancial investments or other receivables are tested for impairment, this requires a

forecast of future cash flows for the calculation of the recoverable amount and their

discounting, among other things. Such cash flows are based on forecasts that are in

turn based on the business and financial planning approved by the management.

Other material assumptions relate to the weighted average cost of capital and tax

rates.

Estimates of the useful life of depreciable assets are based on past experience. If, in the

context of the review of useful life, a change is made in estimates, the remaining use-

ful life is adjusted and any impairment loss is recognized.

Individual performance obligations are accounted for over time using the percentage

of completion method. Sales revenue is accounted for using the percentage of comple-

tion method. This method places considerable importance on accurate estimates of

the percentage of completion. Depending on which method is used to determine the

percentage of completion, significant estimates include contract revenue, total con-

tract costs, the remaining costs to completion, contract risks and other assessments.

The management of the operating units is continuously reviewing the estimates for

such performance obligations and adjusts them as necessary.

Estimates, especially for variable remuneration components, are required to calculate

the transaction price as the expected consideration in exchange for the transfer of

goods and services. The variability relates to the claim actually arising and to the

amount of the claim. The single most likely amount in a range of possible contractual

consideration amounts is selected as the most likely amount. In addition, some or all

of the variable consideration component is only included in the transaction price to

the extent that it is highly probable that a significant reversal of the revenue recog-

nized will not occur. This assessment of probabilities and the restriction of variable re-

muneration components is based on management estimates.

Determining impairment of financial assets requires estimates of the level and proba-

bility of occurrence of future events.

As far as possible, estimates are derived from past experience.

Pensions and similar obligations are measured using actuarial methods. These are

mainly based on assumptions relating to discount rates, salary and pension trends

and mortality. These actuarial assumptions can differ significantly from actual devel-

opments due to changes in market and economic conditions and therefore lead to a

substantial change in pensions and similar obligations. The underlying assumptions

are presented in the “Pensions and similar obligations” section.

114

As the Group operates in several countries, it is subject to different tax laws. The ex-

pected current income taxes and the deferred tax assets and liabilities must be calcu-

lated for each taxable entity. This requires, among other things, assumptions about

the interpretation of complex tax regulations and the ability to generate sufficient

taxable income within the respective tax type and jurisdiction. If these assumptions

differ from the actual outcome of such tax uncertainties, this can affect tax expenses

and deferred taxes. The best estimate of the expected tax payment is used for recog-

nized uncertain income tax positions.

Depending on the matter at hand, the measurement of other provisions and similar

obligations is complex at times and entails estimates to a considerable extent. The as-

sumptions made by management with respect to the timing and amount of utiliza-

tion are based, among other things, on historical data, available technical data, esti-

mates of cost trends and potential warranty claims, discount rates and possible recov-

erable amounts. Litigation and other legal proceedings simultaneously give rise to

complex legal issues and are subject to many difficulties and uncertainties. A provi-

sion is recognized for this if it is likely that, in connection with these proceedings, a li-

ability has been incurred that will probably lead to an outflow of resources and its

amount can be reliably estimated. Assessing whether a present obligation as of the

end of the reporting period is as a result of a past event, whether a future outflow is

likely and whether the obligation can be estimated reliably requires considerable judg-

ment and significant estimates by management. Future events and developments as

well as changes in estimates and assumptions can lead to an amended assessment at a

future date. Additional expenses that can have a material effect on the net assets, fi-

nancial position and results of operations of RENK thus cannot be completely ruled

out. Changes in contractual or actual circumstances are monitored and assessed as re-

gards the potential impact on the amount and reporting of the recognized assets and

liabilities, income and expenses and information on contingent assets and liabilities

in the reporting period. Developments in these general conditions that deviate from

assumptions and are beyond management control can cause amounts to differ from

the original estimates.

(4) Statement of cash flows

In the statement of cash flows, cash flows are divided into cash flows from operating

activities, cash flows from investing activities and cash flows from financing activities.

The effects of changes in the basis of consolidation and exchange rates are eliminated

in the respective positions. The effect of exchange rate changes on cash and cash

equivalents is reported separately.

Cash flows from operating activities are calculated using the indirect method. Non-

cash operating expenses and gains/losses from asset disposals are therefore elimi-

nated in cash flows from operating activities.

Besides additions to property, plant and equipment, cash flows from investing activi-

ties also include deposits of an investment nature in intangible assets and other eq-

uity investments and financial investments. Proceeds from these items are offset

against each other. Any proceeds from the disposal of subsidiaries are shown net of

their cash and cash equivalents as of the date of disposal.


Cash flows from financing activities consist of the following cash transactions: divi-

dend payments, proceeds from and payments for securities, the borrowing and repay-

ment of financial liabilities. The RENK Group had no financial liabilities in either 2018

or 2017.

The cash and cash equivalents shown in the statement of cash flows correspond to the

“Cash and cash equivalents” item in the statement of financial position. Cash and cash

equivalents include bank balances, highly liquid investments of a temporary nature

that are only subject to minor risks of fluctuations in value and the receivables under

the MAN Group’s internal cash pooling.

(5) New and revised accounting pronouncements and methods

(a) Impact of new and revised IFRSs

RENK has implemented all accounting standards endorsed by the EU and effective for

financial periods from January 1, 2018.

The main features of the methods used in connection with IFRS 9 – Financial Instru-

ments and IFRS 15 – Revenue from Contracts with Customers have already been ex-

plained in the preceding sections on accounting policies. The effects of the initial

adoption of new or amended IFRSs are described in the following sections.

IFRS 9 – Financial Instruments Since January 1, 2018, the RENK Group has applied IFRS 9 in the classification and

measurement of financial assets, impairment on financial assets and hedge account-

ing.

IFRS 9 was implemented in the RENK Group using the modified retrospective transi-

tion approach, under which the cumulative effects are recognized in other compre-

hensive income in the opening statement of financial position as of January 1, 2018.

Please see the statement of financial position at the end of this section for a summary

of the effects. The accounting policies for financial instruments in accordance with IAS

39, on which the prior-year comparative figures are based, are therefore unchanged.

Please see the notes to the consolidated financial statements for the 2017 fiscal year in

this context.

The classification and measurement of financial assets is determined by the business

model applied and the structure of cash flows. On initial recognition, a financial asset

is classified either as “at amortized cost”, “at fair value through other comprehensive

income” or “at fair value through profit or loss”. The classification and measurement

of financial liabilities is largely unchanged under IFRS 9.

When classifying financial instruments, financial investments are always measured at

fair value, even if the investee is not listed. For the financial investment in question,

which is an equity instrument in accordance with IAS 32, the first-time calculation of

its fair value resulted in an increase in value of € 2,753 thousand in financial invest-

ments recognized directly in accumulated other comprehensive income under the op-

116

tion for equity investments not held for trading. Also in the event of subsequent de-

recognition, e.g. when selling the equity investment, the cumulative changes in value

will no longer be reclassified to profit or loss.

The expected credit loss model for calculating impairment losses and recognizing loss

allowances replaces the incurred loss model previously used. Under the simplified

IFRS 9 approach, loss allowances on individual receivables are calculated using a provi-

sion matrix based on the age structure of the receivables in question. The change in

measurement increases the loss allowance overall, as a result in particular of the re-

quirement to recognize loss allowances for non-impaired financial assets.

Impairment losses on financial and contract assets developed as follows as a result of

the application of the expected credit loss model in accordance with IFRS 9:

€ thousand Impairment

as of

Dec. 31, 2017

IFRS 9

adjustment

Impairment

as of

Jan. 1, 2018

Trade receivables 916 337 1,253

Contract assets1) – 86 86

Other current financial assets 20 – 20

Total 936 423 1,359

1) New statement of financial position item in accordance with IFRS 15

IFRS 9 – Financial Instruments also requires significantly more extensive disclosures

in the notes.

Financial instruments are still categorized as “at fair value”, “at amortized cost”, “hedg-

ing derivative financial instruments” and “not assigned to an IFRS 9 measurement cat-

egory”. Within the “hedging derivative financial instruments” category, there were no

reclassifications to or from other categories as a result of IFRS 9.

Under IAS 39 Financial Instruments, “at fair value” included the measurement catego-

ries “available-for-sale financial assets” and “financial instruments measured at fair

value through profit or loss”. There were no changes in financial instruments meas-

ured at fair value through profit or loss. Taking into account the increase in the value

of financial investments, available-for-sale financial assets for which the option of

measurement at cost was exercised in previous years were adjusted as follows as of

January 1, 2018:


€ thousand At fair value

(IAS 39)

Dec. 31, 2017

Reclassification

from “At

amortized

cost”

Remeasurement

due to recogni-

tion at fair value

Reclassification

to “At

amortized

cost”

At fair value

(IFRS 9)

Jan. 1, 2018

Carrying

amount

Carrying

amount

Fair value Carrying

amount

Fair value

Non-current assets

Other and financial investments1) 774 – 2,753 – 3,527

1) IAS 39 “assets available for sale” category. IFRS 9 “at fair value through other comprehensive income” category.

Under IAS 39, “at amortized cost” included the measurement categories “loans and re-

ceivables” and “financial liabilities at amortized cost”. There were the following adjust-

ments in “loans and receivables”:

€ thousand At amortized cost

(IAS 39)

Dec. 31, 2017

Reclassification

from/to

“At fair value”

Reclassification of

contract assets in

accordance with

IFRS 152)

Remeasurement

on account of

application of the

expected credit

loss model

At amortized cost

(IFRS 9)

Jan. 1, 2018

Carrying

amount

Carrying

amount

Carrying

amount

Loss

allowances

Carrying

amount

Non-current assets

Other financial assets1) 7 – – – 7

Current assets

Trade receivables1) 87,883 – (7,582) (337) 79,964

Other financial assets1) 648 – – – 648

Cash and cash equivalents1) 198,553 – – – 198,553

1) IAS 39 “loans and receivables” category. IFRS 9 “at amortized cost” category. 2) Reclassification to “not assigned to an IFRS 9 measurement category”.

The carrying amounts of the financial assets measured at amortized cost in accord-

ance with IFRS 9 are equal to the fair value as of January 1, 2018.

There were no adjustments in the financial liabilities measurement category. “Finan-

cial liabilities at amortized cost” under IAS 39 are allocated to the category “at amor-

tized cost” under IFRS 9.

118

The carrying amount of the “available-for-sale financial assets” measurement category

was adjusted as follows as of January 1, 2018:

€ thousand Carrying

amount

IAS 39

Dec. 31, 2017

Reclassi-

fication

IFRS 9

adjustment

Carrying

amount

IFRS 9

Jan. 1, 2018

Change in

equity

Available-for-sale financial assets IAS 39 774 – – 774 –

Difference due to remeasurement under IFRS 9 category – – 2,753 2,753 2,753

Financial assets at fair value through other comprehensive income IFRS 9 – – – 3,527 2,753

The carrying amount of the “financial assets at fair value through profit or loss” meas-

urement category was adjusted as follows as of January 1, 2018:


amount

IAS 39

Dec. 31, 2017

Reclassi-

fication

IFRS 9

adjustment

Carrying

amount

IFRS 9

Jan. 1, 2018

Change in

equity

Financial assets at fair value through profit or loss 796 – – 796 –

The carrying amount of the “loans and receivables” measurement category was ad-

justed as follows as of January 1, 2018:



amount

IAS 39

Dec. 31, 2017

Reclassi-

fication of

contract

assets in

accordance

with IFRS 15

IFRS 9

adjustment

Carrying

amount

IFRS 9

Jan. 1, 2018

Change in

equity

Loans and receivables 288,632 – – 288,632 –

Not assigned to an IFRS 9 measurement category – (7,582) (86) (7,582) (86)

Difference due to remeasurement under IFRS 9 category – – (337) (337) (337)

Financial assets at amortized cost – – – 280,713 (423)

120

IFRS 15 – Revenue from Contracts with Customers IFRS 15 revises accounting for revenue recognition.

The RENK Group uses the modified retrospective transition approach, under which the

cumulative transition effects are recognized in the opening statement of financial po-

sition for 2018. Please see the statement of financial position at the end of this section

for a summary of the effects.

The recognition of prepayments that are unconditional but that have not yet paid by

the customer increased total assets by € 9,233 thousand as against the previous year.

The items “Contract liabilities” and “Contract assets” have been added to the state-

ment of financial position in order to recognize excess performance by the customer

or the company. Since January 1, 2018, the receivables from the performance of obliga-

tions over a period of time that were previously included in trade receivables have

been reported as contract assets. These are not assigned to any IFRS 9 measurement

category as they are not financial instruments. However, the regulations on impair-

ment are applied under the simplified IFRS 9 methodology. Amounts previously re-

ported as current or non-current prepayments received are reported under contract

liabilities with the contra entry for unconditional customer prepayment receivables.

In order to standardize presentation with the changes from IFRS 15 and for improved

comparability, the reporting of income from the reversal of provisions and deferred

liabilities was adjusted and allocated to the functional areas for which they were recog-

nized. The figures for the previous year were adjusted as follows.

€ thousand Dec. 31, 2017

before

adjustment

Adjustment Dec. 31, 2017

after

adjustment

Cost of sales (363,796) 9,573 (354,223)

Gross profit 105,610 9,573 115,183

Other operating income 13,380 (9,573) 3,807

Operating profit 60,047 0 60,047


The transition effects of the first-time adoption of IFRS 9 and IFRS 15 on the statement

of financial position are as follows:

Assets


before

adjustment

IFRS 15

adjustment

IFRS 9

adjustment

Jan. 1, 2018

after

adjustment

Other and financial investments 9,079 – 2,753 11,832

Deferred tax assets1) 7,652 – 5 7,657

Non-current assets 215,232 – 2,758 217,990

Trade receivables 87,883 (7,582) (337) 79,964

Contract assets – 7,582 (86) 7,496

Other current financial assets 2,866 9,233 – 12,098

Current assets 484,765 9,233 (423) 493,575

699,997 9,233 2,335 711,565



before

adjustment

IFRS 15

adjustment

IFRS 9

adjustment

Jan. 1, 2018

after

adjustment

Retained earnings 404,651 – (291) 404,361

Accumulated other comprehensive income (11,390) – 2,709 (8,682)

Equity 421,851 – 2,418 424,268

Deferred tax liabilities1) 4,739 – (83) 4,656

Prepayments received, non-current 70,606 (70,606) – –

Contract liabilities, non-current – 70,606 – 70,606

Non-current liabilities and provisions 93,978 – (83) 93,895

Prepayments received, current 71,055 (71,055) – –

Contract liabilities, current – 80,287 – 80,287

Current liabilities and provisions 184,169 9,233 – 193,401

699,997 9,233 2,335 711,565

1) Deferred taxes on loss allowances recognized in accordance with IFRS 9 and on the fair value of the other equity investment in accordance with IFRS 9 before netting.

122

(b) Other accounting standards effective for the first time

The following amendments and accounting standards effective for the first time in fis-

cal year 2018 have no effect on the presentation of the net assets, financial position

and results of operations in the RENK consolidated financial statements:

IFRIC 22 (Foreign Currency Transactions and Advance Consideration) has been effec-

tive since January 1, 2018. This clarifies that the exchange rate for a foreign currency

transaction must be determined on initial recognition of the prepayments made or

received. If there are multiple payments in advance, the entity must determine the

transaction date for each payment.

Since January 1, 2018, the amendment to IFRS 2 (Share-based Payment) clarified the

classification of share-based payments with net settlement features, the accounting

for cash-settled share-based payment transactions that include a performance con-

dition and accounting for modifications of share-based payment transactions from

cash-settled to equity-settled.

The International Accounting Standards Board’s amendments to IAS 40 (Transfers of

Investment Property), which establish that transfers to, or from, investment prop-

erty are only permitted when there has been an evident change in use, have been ef-

fective since January 1, 2018.

IFRS 4 (Insurance Contracts) has been amended effective January 1, 2018. The overlay

approach and the deferral approach introduced by the amendments to IFRS 4 must

be applied for the first time at the same time as initial adoption of IFRS 9 (Financial

Instruments).

Various regulations have become effective since January 1, 2018 as part of the 2016

improvement of International Financial Reporting Standards (Annual Improve-

ments to IFRS Standards 2014-2016 Cycle). These include amendments to IFRS 1, IFRS

12, and IAS 28 and do not affect the net assets, financial position and results of oper-

ations of the RENK Group.

(c) New and revised IFRSs not adopted

RENK did not adopt the following accounting standards that have been adopted by the

IASB but that are not yet effective for the fiscal year in the 2018 consolidated financial

statements.


Standard / Interpretation Published by

IASB

Mandatory

application1)

Endorsed

by EU

Anticipated impact

IFRS 3 Amendments to business combinations

Oct. 22, 2018 Jan. 1, 2020 No No impact

IFRS 9 Amendments – Prepayment features with negative compensation

Oct. 12, 2017 Jan. 1, 2019 Yes No impact

IFRS 16 Leases Jan. 13, 2016 Jan. 1, 2019 Yes Detailed descriptions after the table

IFRS 17 Insurance contracts May 18, 2017 Jan. 1, 2021 No No impact

IAS 1

IAS 8

Amendments to IAS 1 and IAS 8: Definition of ‘material’

Feb. 7, 2018 Jan. 1, 2019 No No impact

IAS 19 Amendments to IAS 19: Plan Amendment, Curtailment or Settlement

Feb. 7, 2018 Jan. 1, 2019 No No impact

IAS 28 Amendments: Long-term Interests in Associates and Joint Ventures

Oct. 12, 2017 Jan. 1, 2019 No No impact

IFRIC 23 Uncertainty over Income Tax Treatments

Jun. 7, 2017 Jan. 1, 2019 Yes No material impact

Revisions to Conceptual Framework

Mar. 29, 2018 Jan. 1, 2020 No No material impact

Improvements to International Financial Reporting Standards 20172)

Dec. 12, 2017 Jan. 1, 2019 No No material impact

1) Initial adoption mandatory for the RENK Group. 2) Minor amendments to a variety of IFRSs (IFRS 3, IFRS 11, IAS 12 and IAS 23).

124

IFRS 16 – Leases IFRS 16, which supersedes the previous Standard IAS 17 and its associated interpreta-

tions, comprehensively amends the provisions for accounting for leases. Accordingly,

lessees no longer distinguish between finance and operating leases. Instead, a right of

use and a lease liability are recognized for all leases, whereby RENK exercises the op-

tion to continue accounting for short-term and low-value leases as expenses. During

the term of the lease, the right of use must be amortized and the lease liability must

be carried forward using the effective interest method and taking lease payments into

account. New lessee accounting will generally lead to higher non-current assets and

non-current liabilities. In the income statement, a reduction in operating profit and an

increase in financial result are expected. The leasing liabilities and the associated in-

terest portion are then reported in cash flow from investing activities.

Lessor accounting is essentially the same as the current requirements of IAS 17. Lessors

must continue to distinguish between finance and operating leases in the future on

the basis of the distribution of the risks and opportunities from the asset. There have

been no changes in RENK’s accounting in this respect.

This will also lead to significantly more extensive disclosures in the notes.

IFRS 16 affects accounting for operating leases in the consolidated financial state-

ments, with the recognition of an asset and a liability for future payments. We expect

total assets to increase by around € 2 million as a result of the first-time recognition of

such items as of January 1, 2019. Some existing leases will fall under the exemption for

short-term and low-value leases, and therefore will not be classified as leases to be ac-

counted for in accordance with IFRS 16, hence the related lease charges will continue

to be recognized as an expense. Unlike under the previous approach, where expenses

for operating leases were shown in full in operating profit, under IFRS 16 only the

amortization of rights of use is shown in operating profit. Interest expenses on lease

liabilities are reported in the financial result.

The RENK Group uses the modified retrospective transition approach, under which the

cumulative transition effect increasing total assets is recognized in the opening state-

ment of financial position for 2019. This means that there will be no reassessment of

existing leases in terms of their classification as short-term or low-value leases.


Notes to the Consolidated Income Statement

(6) Sales revenue


Germany 161,515 146,866

Other EU countries 146,682 153,519

Other European countries 33,585 30,048

Asia 106,845 73,883

Americas 45,387 56,684

Africa 6,344 3,644

Australia and Oceania 1,860 4,762

502,218 469,406

Prior-period sales revenue recognized in fiscal year 2018 due to the subsequent change

in the transaction price amounts to € 278 thousand.

All recognized sales revenue results from contracts with customers. The performance

obligations extend to all products in the RENK Group’s product range. The RENK

Group typically recognizes revenue at a point in time. The Vehicle Transmissions seg-

ment includes revenue recognized over a period of time of € 21,420 thousand (previ-

ous year: € 21,813 thousand).

RENK uses standard international trade terms (Incoterms) to demonstrate the perfor-

mance of its obligations, whereby all groups are applied but allocation to a specific

product group is not possible.

In addition to the usual payment terms of a maximum of 90 days after performance,

the terms of payment also include (pro rata) prepayments.

The unfulfilled or partially unfulfilled performance obligations under contracts with

customers are included in the order backlog at a transaction price of € 773,881 thou-

sand as of December 31, 2018. The recognition of the corresponding sales revenue is

expected in the following fiscal years:


2019 2020 to 2025 >2025

Transaction price of remaining performance obligations 373,410 394,183 6,288

126

(7) Other operating income


Income from reversal of provisions1) 2,785 971

Prior-period income 1,838 543

Income from currency translation differences and derivatives 1,623 1,130

Income from asset disposals 339 115

Income from reversal of bad debt allowances on receivables and receivables written off 66 69

Income from penalties – 4

Other income 833 975

7,484 3,807

1) Adjustment of prior-year information. Please see “New and revised accounting pronouncements and methods”.

Please see “Other non-current and current provisions” for information on income

from the reversal of provisions.

Income from currency translation differences and derivatives firstly includes gains

from exchange rate changes between the origination and payment date of receivables

and liabilities in foreign currency and price gains from measurement at the closing

rate. The resulting exchange rate losses are reported in other operating expenses. Sec-

ondly, in accordance with IFRS 9 – Financial Instruments, gains from the fair value

measurement of financial instruments to hedge currencies not designated as a hedge

are recognized here. These effects were reported under “Financial result” in the previ-

ous year.

(8) Other operating expenses


Expenses from currency translation differences and derivatives 2,808 1,428

Personnel expenses 917 98

Addition to miscellaneous other provisions 821 675

Surety and bank fees 596 598

Bad debt allowances on receivables and other assets and write-off of bad debts 574 153

Losses on asset disposals 13 97

Other expenses 566 911

6,295 3,960


Other operating expenses comprise the expenses not allocated to functional ex-

penses, in particular the cost of sales.

Expenses from currency translation differences and derivatives firstly include gains

from exchange rate changes between the origination and payment date of receivables

and liabilities in foreign currency and price losses from measurement at the closing

rate. The resulting exchange rate gains are reported in other operating income. Sec-

ondly, in accordance with IFRS 9 – Financial Instruments, losses from the fair value

measurement of financial instruments to hedge currencies not designated as a hedge

are recognized here. These effects were reported under “Financial result” in the previ-

ous year.

(9) Interest expense and other financial result

Interest expense


Interest cost on provisions and liabilities 147 224

Interest and similar expenses 253 238

Interest expense 400 462

The effect of changes in the discount rate for liabilities and other provisions resulted

in an expense of € 44 thousand in fiscal year 2018 (previous year: € 59 thousand) and

is included in interest expense.

Other financial result


Income

Income from equity investments 1,979 1,217

Other interest and similar income 131 352

Income from the fair value measurement of derivatives – 798

Expenses

Expenses from measurement effects and write-downs of financial instruments (307) (748)

Other financial result 1,802 1,619

€ 112 thousand (previous year: € 56 thousand) of interest income results from financial

transactions with MAN SE. Exchange rate hedges invoiced in the reporting period and

the measurement of amounts in foreign currencies resulted in expenses of

€ 307 thousand as against income of € 50 thousand reported in the previous year,

which played a key role in the development of the “Other financial result”.

128

(10) Income tax expense


Current taxes

Germany 20,760 14,153

Outside Germany 1,596 998

Deferred taxes

Germany (3,116) 2,115

Outside Germany (136) 1,110

19,105 18,376

The tax expense forecast for fiscal year 2018 results from applying the domestic tax

rate of 32.01% (unchanged year-on-year) for the 2018 assessment period to the profit

before tax. As in the previous year, this tax rate takes into account German municipal

trade tax of 16.19% and German corporate income tax of 15.0% and the solidarity sur-

charge of 5.5% of corporate income tax.

Reconciliation of forecast to current income taxes:

€ thousand 2018 % 2017 %

Profit before taxes 61,615 100 61,204 100

Forecast tax expense 19,723 32.0 19,591 32.0

Difference due to changes in tax rates 10 0.0 79 0.1

Tax-exempt income (118) (0.2) (916) (1.5)

Non-deductible expenses 181 0.3 214 0.3

Taxes for previous years and other (691) (1.1) (592) (1.0)

Current tax expense 19,105 31.0 18,376 30.0

The current tax expense includes a prior-period income tax expense of € 237 thousand

(previous year: € 1,331 thousand).

Deferred taxes are attributable to the following items:


€ thousand Dec. 31, 2018 Dec. 31, 2017

Deferred tax assets

Intangible assets 19 17

Property, plant and equipment 5 122

Other equity investments and financial investments – –

Inventories 11,096 14,556

Receivables and other assets 559 4

Pensions and similar obligations 14,400 14,305

Liabilities and other provisions 7,344 3,892

Loss carryforwards – 2

Impairment losses on deferred tax assets – –

Gross amount 33,422 32,900

of which non-current 14,424 14,325

Offset (27,782) (26,248)

Consolidation 655 1,000

Carrying amount in statement of financial position 6,295 7,652

€ thousand Dec. 31, 2018 Dec. 31, 2017

Deferred tax liabilities

Intangible assets – 9

Property, plant and equipment 12,456 11,399

Other equity investments and financial investments 35 –

Inventories 81 56

Receivables and other assets 6,724 3,753

Pensions and similar obligations – –

Liabilities and other provisions 8,232 15,566

Gross amount 27,529 30,784

of which non-current 12,491 11,408

Offset (27,513) (26,248)

Consolidation (16) 203

Carrying amount in statement of financial position – 4,739

In connection with investments in subsidiaries there are temporary differences for

which deferred taxes are recognized in the amount of € 290 thousand (previous year:

€ 295 thousand).

130

(11) Earnings per share

2018 2017

Profit after tax in € thousand 42,510 42,828

Weighted average shares outstanding (in thousands) 6,800 6,800

Earnings per share in € 6.25 6.30

In accordance with IAS 33, earnings per share are calculated from the consolidated

profit after tax and the average number of shares outstanding in the year. There were

no instruments as of either December 31, 2018 or December 31, 2017 that would dilute

earnings per share.

(12) Other income statement disclosures

The cost of materials is as follows:


Cost of raw materials, consumables and supplies, and of purchased merchandise 182,320 169,736

Cost of purchased services 52,487 49,940

234,807 219,676

The cost of sales includes research and development costs of € 13,069 thousand (previ-

ous year: € 14,098 thousand).

Staff costs break down as follows:


Wages and salaries 155,865 142,854

Social security and post-employment expenses 32,609 30,625

188,474 173,479

RENK employed 2,159 people (previous year: 2,112) on average over the year. Of these,

1,216 (previous year: 1,210) worked directly and 943 (previous year: 902) indirectly in

production. There were 45 employees in the non-active phase of early retirement (pre-

vious year: 37). On average, 105 people (previous year: 107) were in vocational training.


Lease expenses amount to:


Rental and lease expenses 2,448 2,049

2,448 2,049

(13) Total remuneration for work by the auditor

In the year under review, the Supervisory Board proposed PricewaterhouseCoopers

GmbH Wirtschaftsprüfungsgesellschaft, Munich, (PwC) as the auditor; the Annual

General Meeting endorsed this proposal on April 27, 2018.

The table below shows the fees charged for the work of the auditor PwC and the com-

panies of the international PwC network in fiscal year 2018 and 2017:


Audit of the financial statements 224 202

Other assurance services 27 44

Tax advisory services 2 2

Auditor remuneration 253 247

The fees charged for work by the German auditor PwC and its affiliated German com-

panies in fiscal year 2018 totaled € 223 thousand (previous year: € 219 thousand).

€ 196 thousand (previous year: € 175 thousand) of this related to the audit of the finan-

cial statements and € 27 thousand (previous year: € 44 thousand) to other assurance

services.

Audit services comprise the audit of the consolidated and single-entity financial state-

ments of RENK AG and its subsidiaries. Other assurance services essentially include

certification services in the IT system environment.

132

Notes to the Consolidated Statement of Financial Position

(14) Intangible assets

€ thousand Licenses,

software

and

similar

rights

Other

intangible

assets

Total

Gross carrying amount on Jan. 1, 2017 14,648 5,912 20,560

Cumulative depreciation/amortization and impairment losses (13,292) (5,912) (19,204)

As of Jan. 1, 2017 1,356 – 1,356

Additions 1,129 – 1,129

Reclassifications 55 – 55

Disposals (840) – (840)

Depreciation/amortization (863) – (863)

Cumulative depreciation/amortization on disposals 832 – 832

Currency adjustment (12) – (12)

As of Dec. 31, 2017 1,657 – 1,657

Gross carrying amount on Dec. 31, 2017 14,550 5,435 19,985


As of Jan. 1, 2018 1,657 – 1,657

Additions 618 – 618

Reclassifications 9 – 9

Disposals (7) – (7)

Depreciation/amortization (964) – (964)

Changes in basis of consolidation 1,052 – 1,052

Currency adjustment 19 – 19

As of Dec. 31, 2018 2,384 – 2,384

Gross carrying amount on Dec. 31, 2018 16,427 5,642 22,069


Amortization of intangible assets is included in the functional expenses, in the cost of

sales in particular.

The intangible assets from the merger of MAAG Gear Systems AG with RENK-MAAG

GmbH are reported under “Changes in basis of consolidation”.


(15) Property, plant and equipment

€ thousand Land and

buildings

Technical

equipment

and

machinery

Other

equipment,

operating

and office

equipment

Prepayment

s and assets

under

construction

Total

Gross carrying amount on Jan. 1, 2017 112,182 219,900 37,455 9,381 378,918

Cumulative depreciation/amortization and impairment losses (41,625) (114,297) (24,773) – (180,695)

As of Jan. 1, 2017 70,557 105,603 12,682 9,381 198,223

Additions 615 3,752 6,998 6,241 17,606

Reclassifications – 4,002 78 (4,135) (55)

Disposals – (2,847) (1,269) – (4,116)

Depreciation/amortization (2,595) (11,715) (3,752) – (18,062)

Cumulative depreciation/amortization on disposals – 2,714 951 – 3,665

Currency adjustment (319) (203) (45) (8) (575)

As of Dec. 31, 2017 68,258 101,306 15,643 11,479 196,686

Gross carrying amount on Dec. 31, 2017 112,339 223,665 43,130 11,479 390,613


As of Jan. 1, 2018 68,258 101,305 15,643 11,479 196,686

Additions 952 4,597 4,762 24,432 34,743

Reclassifications 86 4,902 139 (5,135) (9)

Disposals – (3,747) (3,222) – (6,969)

Depreciation/amortization (2,622) (11,508) (3,919) – (18,048)

Cumulative depreciation/amortization on disposals – 2,695 722 – 3,417

Currency adjustment 104 94 16 7 221

As of Dec. 31, 2018 66,779 98,337 14,142 30,783 210,041

Gross carrying amount on Dec. 31, 2018 113,537 229,929 44,862 30,783 419,111


Depreciation on property, plant and equipment is included in the functional expenses,

in the cost of sales in particular.

134

(16) Other equity investments and financial investments

The financial investment in RENK UAE LLC, Abu Dhabi/United Arab Emirates, was rec-

ognized at a fair value of € 3,527 thousand as part of the first-time adoption of IFRS 9.

This was written down to its fair value of € 552 thousand as of the end of the reporting

period. As the changes in value will not be recognized until the financial investment is

sold, it appears appropriate to recognize the changes in value in other comprehensive

income. Applying a practical expedient, the financial investment was recognized at

amortized cost in the amount of € 774 thousand in the previous year. For information

on the remeasurement of the financial investment, please see “New and revised ac-

counting pronouncements and methods”, which explains the changes due to IFRS 9.

The equity investments in Renk Gears Private Ltd., Bangalore/India, Renk Korea Co.,

Ltd., Busan/South Korea, and Damen Schelde Gears B.V., Vlissingen/Netherlands, which

were acquired/founded in the previous year, were reported at a cost of € 5,392 thou-

sand.

(17) Inventories

€ thousand Dec. 31, 2018 Dec. 31, 2017

Raw materials, consumables and supplies 27,414 26,371

Finished goods and work in progress 166,894 153,393

Prepayments for inventories 2,269 739

196,578 180,503

Consumption of inventories of € 313 million (previous year: € 294 million) was recog-

nized in the cost of sales in the reporting period.

Write-downs on inventories of € 1,550 thousand were recognized in fiscal year 2018

(previous year: € 2,415 thousand).

(18) Trade receivables

€ thousand Dec. 31, 2018 Dec. 31, 2017

Customer receivables 96,516 73,636

Receivables from affiliated companies 8,337 6,665

Receivables from customer-specific construction contracts (PoC receivables)1) – 7,582

104,854 87,883

1) Including receivables from affiliated companies of € 138 thousand in the previous year.

The “Receivables from customer-specific construction contracts (PoC receivables)” re-

ported in the previous year qualify as contract assets in fiscal year 2018; please see the

section below.

In line with the operating cycle, all trade receivables are reported as current.


(19) Contract assets

€ thousand Dec. 31, 2018 Dec. 31, 2017

Contract assets from customers 5,591 –

Contract assets from associates 127 –

5,718 –

For information on contract assets, please see “New and revised accounting pro-

nouncements and methods”, which explains the changes due to IFRS 15.

Contract assets developed as follows in fiscal year 2018. The prior-year figures are not

shown on account of the modified retrospective application of IFRS 15:

€ thousand 2018

As of Jan. 1 7,496

Additions and disposals (1,816)

Changes in valuation allowances 16

Currency changes 22

As of Dec. 31 5,718

(20) Loss allowances

The allowances for expected credit losses on trade receivables and contract assets un-

der contracts with customers developed as follows in fiscal year 2018:

€ thousand 2018

As of Jan. 11) 1,359

Addition 495

Utilization (26)

Reversal (50)

Currency translation differences 13

As of Dec. 31 1,791

1) The amount carried forward includes the effect of the first-time adoption of IFRS 9. Please see “New and revised accounting pronouncements and methods”.

136

The following changes in the gross carrying amounts of trade receivables and contract

assets affected the amount of the loss allowances recognized:

€ thousand 2018

As of Jan. 1 88,819

Additions and disposals 23,192

Currency translation differences 352

As of Dec. 31 112,363

For information on the recognition of loss allowances for expected credit losses,

please see “New and revised accounting pronouncements and methods”, which ex-

plains the changes due to IFRS 9.

Specific valuation allowances on trade receivables recognized in the previous year

were as follows:

€ thousand 2017

As of Jan. 1 613

Addition 20

Utilization (344)

Reversal (31)

Currency translation differences (14)

As of Dec. 31 244

There were specific valuation allowances on receivables with a gross carrying amount

of € 118 thousand in fiscal year 2017.

The portfolio-based allowances on trade receivables recognized in the previous year

developed as follows:

€ thousand 2017

As of Jan. 1 651

Addition 87

Reversal (42)

Currency translation differences (4)

As of Dec. 31 692


(21) Other non-current and current assets and receivables

€ thousand Dec. 31, 2018 Dec. 31, 2017

Customer prepayment receivables 15,448 –

Other tax assets 2,413 2,500

Prepaid expenses 2,029 788

Commission claims 1,890 1,539

Derivative financial instruments 3 796

Miscellaneous other assets 475 781

22,257 6,404

For information on customer prepayment receivables, please see “New and revised ac-

counting pronouncements and methods”, which explains the changes due to IFRS 15.

Other assets break down as follows according to maturity:

€ thousand Dec. 31, 2018 Dec. 31, 2017

Other non-current assets and receivables 6 158

Other current assets and receivables 22,251 6,246

22,257 6,404

Derivative financial instruments are carried at fair value. They are used to hedge cur-

rency risks on customer orders and other foreign exchange positions.

(22) Cash and cash equivalents

€ thousand Dec. 31, 2018 Dec. 31, 2017

Bank balances, checks, cash in hand 243 263

Receivables from financial transactions with MAN SE 185,457 198,290

185,700 198,553

Receivables from financial transactions with MAN SE essentially result from the cen-

tral cash pooling of the MAN Group. These investments are of a temporary nature and

are only subject to insignificant risks of fluctuations in value.

138

(23) Equity

The share capital of RENK AG of € 17,920,000 is divided into 7 million no-par value

shares with equal rights. All shares are fully paid up. MAN SE, Munich, held 76% of the

subscribed capital of RENK AG until December 31, 2018. On December 31, 2018, MAN SE

sold all its shares in RENK AG to Volkswagen Klassik GmbH, Wolfsburg.

A total of 199,903 treasury shares or 2.86% of the share capital (share of capital:

€ 512 thousand) were held by the company on December 31, 2018. The capital reserves

relate exclusively to share premiums in the context of capital increases by RENK AG.

The accumulated other comprehensive income predominantly results from the fair

value measurement of provisions for pension obligations.

In accordance with the provisions of the German Stock Corporation Act, the net re-

tained profits of the Group parent RENK AG are available for distributions. The net re-

tained profits of RENK AG amount to € 27,050 thousand as of December 31, 2018. The

Executive Board and the Supervisory Board propose to the Annual General Meeting on

April 7, 2019 the distribution of a dividend for fiscal 2018 unchanged as against the

previous year of € 2.20 per share. With 7,000,000 no-par value shares less the treasury

shares without dividend rights in accordance with section 71b of the Aktiengesetz

(AktG – German Stock Corporation Act) (199,903 shares), this corresponds to an

amount of € 14,960,213.40. Shareholders’ entitlement to the dividend arises only with

the resolution by the Annual General Meeting.

The most important goals of capital management at RENK are sustainably increasing

enterprise value and safeguarding the liquidity and creditworthiness of the Group.

Factors contributing to this are the reduction of the cost of capital, the optimization of

the capital structure and effective risk management.

RENK AG is not subject to any capital requirements on the basis of its Articles of Asso-

ciation.

(24) Pensions and similar obligations

The RENK Group grants its employees retirement benefits in accordance with the

country-specific circumstances in the form of defined benefit or defined contribution

pension plans.

In defined contribution plans, contributions are paid to state or private pension funds

on the basis of legal or contractual regulations. There are no further payment obliga-

tions other than the payment of contributions.

Current contributions are recognized as an expense in the respective year; in 2018

they amounted to a total of € 11,666 thousand (previous year: € 11,283 thousand) in the

RENK Group. The amounts relating to Germany were paid to the statutory pension

system in full as a contribution.


The following amounts were recognized in the statement of financial position for de-

fined benefit pension plans:


Present value of externally financed obligations 164,939 157,261

Plan assets at fair value (149,346) (147,266)

Funding status on December 31 15,593 9,994

Present value of unfunded obligations 428 480

Surplus in accordance with IAS 19.64 – 31

Carrying amount on December 31 16,021 10,505

of which provisions for pension obligations 16,023 10,505

of which Other receivables 2 –

(a) Pension plans in Germany

As one of the essential elements of its remuneration policy, the RENK Group provides

its domestic employees with benefits under a modern and attractive occupational

pension system for the time after their active working life. This provides reliable addi-

tional income on retirement and risk protection for disability and death.

Under the current pension plans, the active employees receive employer contribu-

tions linked to their remuneration and, in addition, also have the option of personal

provision through deferred compensation (paid for by the employer for employees

subject to collective bargaining agreements). When actively working, employees ac-

crue pension capital from employer- and employee-financed contributions and re-

turns from investment on the capital market. On retirement this pension capital is

paid out as a lump sum or in installments, or in certain cases can be converted into an

annuity. Employees’ investment risks are gradually reduced with increasing age (lifecy-

cle concept). The performance of the pension capital is derived from the return on the

investments. As required by law, at least the total contributions paid for the employee

will be paid out on retirement.

Former employees, pensioners or employees who have left the plan with vested bene-

fits have pension commitments from closed pension funds, which are predominantly

geared towards providing lifetime annuity payments. These commitments entail the

usual longevity and inflation risks, which are regularly monitored and evaluated.

The domestic pension assets of the RENK Group are managed by the MAN Pension

Trust e.V. and MAN Pensionsfonds AG. These assets are irrevocably unavailable to the

RENK companies and must be used exclusively to fund current pension payments or

for employee claims in the event of insolvency. The proper management and use of

trust assets is monitored by independent trustees. MAN Pensionsfonds AG is also sub-

ject to the supervision of the German Federal Financial Supervisory Authority (BaFin).

The pension assets are invested by professional investment managers according to in-

vestment guidelines set by an Investment Committee. The strategic allocation of plan

assets is based on asset liability management studies conducted at regular intervals.

140

(b) Pension plans outside Germany

In Switzerland, the defined benefit pension claims and the actuarial reserves are man-

aged in an industry-wide company pension institution. Employees accrue pension

capital with this institution, which is then converted into a lifelong pension under the

conditions prevailing at the time. The pension institution is managed conservatively

based on government regulations. If the claims are no longer covered by capital due to

negative market developments, restructuring contributions can be levied from the af-

filiated employers and their employees.

Obligatory post-employment benefits are paid in France.

(c) Funding status

The calculation of the present value of defined benefit pension obligations is based on

the following assumptions:

in % Germany Outside Germany1)

2018 2017 2018 2017

Discount rate as of Dec. 31 1.70 1.60 0.76 0.73

Salary trend 3.50 3.60 1.02 1.02

Pension trend 1.50 1.50 – –

Fluctuation rate 4.37 4.39 8.23 7.73

1) Weighted average rates

The biometric data are based on current mortality tables for each specific country. For

Germany, the Heubeck 2005 G mortality tables were adjusted in line with empirical

data specific to MAN, most recently in 2017, and therefore better reflect mortality than

the updated RT2018G mortality tables published in the fiscal year. The BVG 2015 GT

mortality tables were used for Switzerland.

Discount rates are based on the yields on corporate bonds with high credit ratings,

with a maturity and currency matching the respective obligations. Pension and pay

trends either correspond to contractual adjustments or are based on those found in

the general regulations applicable. Pay trends comprise expected wage and salary in-

creases that also take into account increases resulting from career development.

The present value of defined benefit obligations developed as follows:



Defined benefit obligation on January 1 157,740 158,318

Current service cost 5,030 4,945

Interest expense 2,245 2,204

Actuarial gains (-)/losses (+) due to changes in demographic assumptions (369) 1,450

Actuarial gains (-)/losses (+) due to changes in financial assumptions (1,277) 35

Actuarial gains (-)/losses (+) due to experience adjustments (936) 487

Employee contributions to funds 1,342 1,271

Pension payments from company assets (1,409) (3,397)

Pension payments from fund (3,798) (5,007)

Other changes 5,509 21

Currency differences from plans abroad 1,290 (2,588)

Defined benefit obligation on December 31 165,367 157,740

The other cash flow resulting from a partial liquidation balance sheet of the Swiss pen-

sion institution is reported under “Other changes”.

Changes in the main actuarial assumptions would have had the following effects on

defined benefit obligations:

Dec. 31, 2018 Dec. 31, 2017

Defined

benefit

obligation

€ thousand % € thousand %

Discount rate +0.5 percentage points 157,225 (5.2) 149,772 (5.3)

(0.5) percentage points 174,526 5.3 166,717 5.4

Salary trend +0.5 percentage points 165,740 0.2 158,070 0.2

(0.5) percentage points 165,047 (0.2) 157,462 (0.2)

Pension trend +0.5 percentage points 172,369 4.1 164,278 4.0

(0.5) percentage points 158,965 (4.0) 151,757 (3.9)

Longevity + 1 year 168,618 1.9 160,815 1.9

142

The sensitivity analyses shown each take into account the change in one assumption

with the other assumptions unchanged from the original calculation, i.e. possible cor-

relation effects between the individual assumptions are not taken into account.

To analyze the sensitivity of the defined benefit obligation to a change in the assumed

life expectancy, the age of beneficiaries was increased by one year as part of a compar-

ative calculation.

As in the previous year, the weighted average term to maturity (Macaulay duration) of

the defined benefit pension obligations is eleven years.

The defined benefit obligation is divided among the members of the plan as follows:


Active members 91,961 88,617

Former members 7,162 6,339

Beneficiaries 66,244 62,784

Defined benefit obligation 165,367 157,740

The maturity profile of the payments for the defined benefit obligation is shown be-

low by breaking down the present value of the obligation by the maturity of the un-

derlying payments:


Payment due

Within one year 6,813 6,526

Between one and five years 27,617 25,447

More than five years 130,937 125,767

Defined benefit obligation 165,367 157,740


The development of plan assets is shown by the table below:


Plan assets on January 1 147,266 143,245

Interest income from plan assets – in amount of interest rate 2,143 2,039

Return on plan assets not recognized in interest income (4,714) 7,734

Employer contributions to funds 1,064 1,006

Employee contributions to funds 637 600

Pension payments from fund (3,798) (5,007)

Other changes 5,509 21

Currency differences from plans abroad 1,239 (2,372)

Plan assets on December 31 149,346 147,266

The investment of plan assets resulted in losses of € 2,571 thousand (previous year: in-

come of € 9,773 thousand), € 2,013 thousand (previous year: income of € 8,457 thou-

sand) of which related to Germany and € 558 thousand (previous year: income of

€ 1,316 thousand) of which to other countries.

The other cash flow resulting from a partial liquidation balance sheet of the Swiss pen-

sion institution is reported under “Other changes”.

In the next fiscal year employer contributions to plan assets are expected to amount

to € 4,374 thousand (amount stated in previous year: € 4,028 thousand).

144

The plan assets are invested in the following categories:

€ thousand Dec. 31, 2018 Dec. 31, 2017

Quoted

price on

an active

market

No

quoted

price on

an active

market

Total Quoted

price on

an active

market

No

quoted

price on

an active

market

Total

Cash and cash equivalents 6,650 – 6,650 5,624 – 5,624

Equity instruments 7,641 – 7,641 6,187 – 6,187

Debt instruments 12,307 – 12,307 10,147 – 10,147

Direct investments in real estate – 8,598 8,598 – 6,383 6,383

Equity funds 27,045 – 27,045 29,282 – 29,282

Pension funds 41,349 – 41,349 48,849 – 48,849

Real estate funds 5,685 – 5,685 5,336 – 5,336

Other funds – 1,332 1,332 – 1,310 1,310

Other 4,006 34,732 38,738 2,688 31,462 34,149

Plan assets at fair value 104,683 44,663 149,346 108,111 39,155 147,266

The plan assets are 30% (previous year: 29%) invested in domestic assets, 50% (previ-

ous year: 52%) in other European assets and 20% (previous year: 19%) in assets from

other regions.

(d) Expenses for pension obligations

The following amounts were recognized in the income statement:


Current service cost 5,030 4,945

Net interest expense (+)/income (-) 103 165

5,133 5,110


(25) Other non-current and current provisions

€ thousand As of

Jan. 1,

2018

Utiliza-

tion

Addition Reversal Interest

cost

Other1) As of

Dec. 31,

2018

Warranties 32,105 (5,480) 5,800 (3,914) – 34 28,545

Outstanding costs 7,199 (1,635) 2,176 (1,646) – 47 6,141

Obligations to employees 9,472 (1,721) 2,281 (402) 49 4 9,683

Miscellaneous other provisions 8,194 (624) 1,464 (1,453) – 127 7,708

56,969 (9,460) 11,721 (7,415) 49 213 52,077

1) Including currency translation differences

Other provisions break down as follows according to maturity:

€ thousand Dec. 31, 2018 Dec. 31, 2017

Non-

current

Current Non-

current

Current

Warranties 2,652 25,893 2,102 30,003

Outstanding costs – 6,141 – 7,199

Obligations to employees 5,015 4,668 5,095 4,376

Miscellaneous other provisions 888 6,820 855 7,339

8,555 43,522 8,052 48,917

Provisions for warranties relate to legal and contractual warranty obligations and to

goodwill towards customers. The timing of the utilization of provisions for warranties

is dependent on the occurrence of the warranty claim and can extend over the entire

warranty and goodwill period. In particular, the reversal of the provision for warran-

ties also includes the agreement with a Standard Gear Units customer. Provisions for

outstanding costs were recognized for outstanding services for invoiced customer

contracts, contract components and obligations under maintenance and service

agreements.

Non-current obligations to employees relate in particular to partial retirement and an-

niversaries. Current obligations to employees primarily relate to planned expenditure

for staff restructuring measures in the Standard Gear Units segment.

Miscellaneous other provisions essentially relate to provisions for anticipated losses

from onerous contracts and penalties.

146

(26) Trade payables

€ thousand Dec. 31, 2018 Dec. 31, 2017

Trade payables 39,407 34,635

There are trade payables to affiliated companies of € 1,782 thousand (previous year:

€ 1,041 thousand).

(27) Contract liabilities

€ thousand Dec. 31, 2018 Dec. 31, 2017

Contract liabilities, non-current 81,993 70,606

Contract liabilities, current 66,163 71,055

Liabilities from customer prepayment receivables1) 14,229 –

Contract liabilities 162,385 141,661

1) The net figure as of December 31, 2018 contains only current amounts.

For information on contract liabilities, please see “New and revised accounting pro-

nouncements and methods”.

Contract liabilities amounted to € 1,949 thousand (previous year: € 701 thousand). The

contract liabilities of € 71,055 thousand reported as of December 31, 2017 were recog-

nized as sales revenue in fiscal year 2018.

Contract liabilities developed as follows in fiscal year 2018. The prior-year figures are

not shown on account of the modified retrospective application of IFRS 15:

€ thousand 2018

As of January 1 150,894

Additions and disposals 11,303

Currency changes 188

As of December 31 162,385


(28) Other non-current and current liabilities

€ thousand Dec. 31, 2018 Dec. 31, 2017

Employee-related liabilities 27,809 26,616

Social security liabilities 1,320 982

Liabilities from other taxes 1,107 415

Derivative financial instruments 259 43

Deferred income 33 –

Miscellaneous other liabilities 948 1,190

31,476 29,246

Employee-related liabilities mainly include wages, salaries and social security contri-

butions not yet paid at the end of the reporting period, deferred vacation not yet

taken and annual bonuses.

Other liabilities break down as follows according to maturity:

€ thousand Dec. 31, 2018 Dec. 31, 2017

Other non-current liabilities 171 76

Other current liabilities 31,305 29,170

31,476 29,246

148

Other Disclosures

(29) Contingent liabilities

€ thousand Dec. 31, 2018 Dec. 31, 2017

Repayment obligations – 14

– 14

With regard to the liabilities of RENK subsidiaries from their business relationship

with MAN SE, RENK AG has issued MAN SE a perpetual payment guarantee that is un-

likely to be utilized in light of the comfortable liquidity position.

Contingent liabilities are usually measured in the amount of the maximum claims on

RENK. Any rights of recourse are not deducted.

(30) Other financial obligations

Other financial obligations comprise rental and lease agreements. These are mainly

building rentals and vehicle leases. The maturities of future rental and lease payments

until the end of their minimum term are as follows:

€ thousand Dec. 31, 2018 Dec. 31, 2017

Due within one year 1,084 1,521

Due between one and five years 3,228 3,406

Due after more than five years 1,053 1,726

5,365 6,653

The purchase commitment for the acquisition of intangible assets and property, plant

and equipment was € 11,742 thousand as of the end of the reporting period (previous

year: € 2,666 thousand). The commitment value for the acquisition of inventories and

services was € 115,911 thousand (previous year: € 88,202 thousand). The financial obli-

gations to third parties under investment projects initiated were within normal limits.

(31) Additional information on financial instruments

This section contains additional information on the significance of financial instru-

ments and on individual items of the statement of financial position and the income

statement that relate to financial instruments.

The following table shows the reconciliation of statement of financial position items

to the classes of financial instruments as of December 31, 2018, broken down by carry-

ing amounts and fair values of financial instruments, and the allocation of statement

of financial position items to the measurement categories.



In other

comprehen

sive

income1)

In profit or

loss2)

At amortized cost3) Hedging

derivative

financial

instruments

Not

assigned to

an IFRS 9

measureme

nt category

Statement of

financial

position item

as of

Dec. 31, 20

18

Carrying

amount

Carrying

amount

Carrying

amount

Fair

value

Carrying

amount

Carrying

amount

Noncurrent assets

Other and financial investments 2,975 – – – – 8,307 11,282

Other financial assets – 3 – – – – 3

Current assets 0

Trade receivables – – 104,854 104,854 – – 104,854

Contract assets4) – – – – – 5,718 5,718

Other financial assets – – 15,800 15,800 – – 15,800

Cash and cash equivalents – – 185,700 185,700 – – 185,700

Non-current liabilities

Other financial liabilities – 120 – – – – 120

Current liabilities

Trade payables – – 39,407 39,407 – – 39,407

Other financial liabilities – 1,200 929 929 – – 2,129

1) Corresponds to the measurement category “Financial assets measured at fair value through other comprehensive income” under IFRS 9.

2) Corresponds to the measurement category “Financial instruments measured at fair value through profit or loss” under IFRS 9.

3) Corresponds to the measurement category “Financial instruments measured at amortized cost” under IFRS 9. 4) New statement of financial position item in accordance with IFRS 15. Please see “New and revised accounting

pronouncements and methods”.

150

The following table shows the carrying amounts, the measurement categories by class,

the fair values and the fair value hierarchy under IFRS 7 as of December 31, 2017:


In other

comprehen

sive

income1)

In profit or

loss2)

At amortized cost3) Hedging

derivative

financial

instruments

Not covered

by IFRS 7

Statement of

financial

position item

as of

Dec. 31, 20

17

Carrying

amount

Carrying

amount

Carrying

amount

Fair

value

Carrying

amount

Carrying

amount

Noncurrent assets

Other and financial investments 774 – – – – 8,305 9,079

Other financial assets – 10 7 7 109 – 126

Current assets

Trade receivables – – 87,883 87,883 – – 87,883

Other financial assets – 490 2,188 2,188 188 – 2,866

Cash and cash equivalents – – 198,553 198,553 – – 198,553

Non-current liabilities

Other financial liabilities – – – – – – –

Current liabilities

Trade payables – – 34,635 34,635 – – 34,635

Other financial liabilities – 43 1,132 1,132 – – 1,175

1) Corresponds to the measurement category “Available for sale financial assets” under IAS 39. 2) Corresponds to the measurement category “Financial instruments measured at fair value through profit or loss”

under IAS 39. 3) Includes the measurement categories “Loans and receivables” and “Financial liabilities at amortized cost”.


The cumulative carrying amounts of financial instruments as of December 31, 2018,

broken down by IFRS 9 measurement category, are as follows:


Measurement category in accordance with IFRS 9 Assets


Financial assets at fair value through other comprehensive income 2,975 –

Financial instruments at fair value through profit or loss 3 1,320

Financial instruments at amortized cost 306,353 40,336

The cumulative prior-year amounts of financial instruments, assigned to IAS 39 meas-

urement category, are as follows:


Measurement category in accordance with IAS 39

Assets

Equity and

liabilities

Available-for-sale financial assets 774 –

Financial instruments measured at fair value through profit or loss 796 43

Loans and receivables 288,632 –

Financial liabilities at amortized cost – 35,767

For a structurally revised presentation of the categories of financial instruments,

please see “New and revised accounting pronouncements and methods”.

The fair values were calculated based on the market conditions at the end of the re-

porting period and the measurement methods described below. They are the prices at

which one party would assume the rights or obligations from these financial instru-

ments from an independent third party. There were no significant changes since the

previous year in the measurement methods applied.

Cash and cash equivalents, trade receivables, other financial assets, trade payables and

miscellaneous financial liabilities predominantly have a short remaining term. Their

carrying amounts as of the end of the reporting period therefore approximately

match their fair value.

Financial assets at fair value through other comprehensive income include equity

shares of € 2,975 thousand for which the RENK Group exercises the option for meas-

urement at fair value through other comprehensive income. In the previous year, eq-

uity interests of € 774 thousand were included in available-for-sale financial assets,

and were measured at cost applying the practical expedient. Please see “New and re-

vised accounting pronouncements” for information on the reclassification of other

and financial investments.

152

In addition to the effects recognized in the context of first-time adoption, changes in

value of € 552 thousand were recognized in other comprehensive income in the re-

porting period. In particular, the respective corporate planning and the company-spe-

cific discount rates are used to measure the equity instrument at fair value (level 3). Of

the inputs used to calculate the fair value of the equity investment, only the cost of

capital before taxes has changed compared to December 31, 2017. This was 7.7% as of

December 31, 2018 (December 31, 2017: 8.0%). A change in the significant, unobservable

inputs has no significant effect on equity or profit after tax, either in isolation or com-

bination.

Total dividends of € 1,979 thousand were received in the reporting period (previous

year: € 1,217 thousand).

The future cash flows for derivative financial instruments without option compo-

nents, particularly currency forwards, are calculated using forward curves. The fair

value of these instruments is the total of the discounted cash flows. The options on

currency pairs are measured on the basis of standard option pricing models, i.e. gener-

alized Black-Scholes formulas.

Financial assets and liabilities measured at fair value are level 2 of the fair value hierar-

chy with the exception of other equity investments, which are level 3.

The following table provides an overview of the fair value of the financial assets and

liabilities at amortized cost by level:

€ thousand Dec. 31, 2018 Level 1 Level 2 Level 3

Noncurrent assets

Other financial assets – – – –

Current assets

Trade receivables 104,854 – 104,854 –

Other financial assets 15,800 – 15,800 –

Cash and cash equivalents 185,700 185,700 – –

Current liabilities

Trade payables 39,407 – 39,407 –

Other financial liabilities 929 – 929 –


€ thousand Dec. 31, 2017 Level 1 Level 2 Level 3

Noncurrent assets

Other financial assets 7 – 7 –

Current assets

Trade receivables 87,883 – 87,883 –

Other financial assets 2,188 – 2,188 –

Cash and cash equivalents 198,553 198,553 – –

Current liabilities

Trade payables 34,635 – 34,635 –

Other financial liabilities 1,132 – 1,132 –

Fair value hierarchy: The classification and reporting of the fair values of financial instruments are based

on a fair value hierarchy that reflects the significance of the inputs used for measure-

ment and breaks down as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within level 1 that are observable for an asset

or liability either directly (as a price) or indirectly (derived from prices). The fair values

of level 2 financial instruments are calculated based on the conditions at the end of

the reporting period, such as interest rates or exchange rates, and using recognized

models, such as discounted cash flow models or option pricing models.

Level 3: Input data used for the measurement of the asset or liability not based on observable

market data (unobservable inputs). For level 3 receivables the fair value is determined

taking into account individual loss expectations that are essentially based on assump-

tions by the company regarding the counterparty’s credit.

In the fiscal years 2018 and 2017 there were no reclassifications between levels 1 and 2

and no reclassifications into or out of level 3.

The interest income and expenses generated in connection with financial assets and

financial liabilities are as follows:


Interest income 129 194

Interest expense (228) (208)

Interest income on impaired financial assets is of secondary importance due to the

usually short time before the expected payment.

154

The following tables contain information on the offsetting effects on the consolidated

statement of financial position and the financial impact of offsetting in the case of in-

struments which are subject to a legally enforceable master offsetting agreement or

similar agreement.

The “Financial instruments” column shows the amounts that are the subject of a mas-

ter offsetting agreement, but that cannot be offset because the conditions have not

been met. Offsetting can only occur given certain future events, such as the insolvency

of one of the parties. The columns “Collateral received” and “Collateral provided” show

the amounts of cash collateral or collateral in the form of financial instruments re-

ceived/pledged in relation to the total amount of assets and liabilities.

Financial assets

€ thousand

Carrying amount in

statement of financial

position

Amounts not offset in the statement of

financial position

Net amount of financial

assets

Financial

instruments

Collateral

received

Net amount on

Dec. 31, 2018

Derivative financial instruments 3 (3) – –

€ thousand

Carrying amount in


position


financial position


assets

Financial

instruments

Collateral

received

Net amount on

Dec. 31, 2017

Derivative financial instruments 797 (43) – 753


Financial liabilities

€ thousand

Carrying amount in


position


financial position


liabilities

Financial

instruments

Collateral

provided

Net amount on

Dec. 31, 2018

Derivative financial instruments 1,320 (3) – 1,317

€ thousand

Carrying amount in


position


financial position


liabilities

Financial

instruments

Collateral

provided

Net amount on

Dec. 31, 2017

Derivative financial instruments 43 (43) – –

The net gains and losses from financial instruments are shown in the tables below:

€ thousand 2018

Financial assets at amortized cost 1,359

Assets at fair value through other comprehensive income (552)

Financial liabilities at amortized cost (1,077)

Assets and liabilities at fair value through profit or loss 1,210

Net gain (+)/net loss (–) 940

For a structurally revised presentation of the categories of financial instruments,

please see “New and revised accounting pronouncements and methods”.

Net gains and losses from financial assets measured at amortized cost essentially con-

tain changes in valuation allowances and currency translation and the reversal of im-

pairment losses.

The net gains or losses from assets at fair value through other comprehensive income

comprise the net income from other and financial investments.

156

€ thousand 2017

Loans and receivables (191)

Available-for-sale financial assets 1,217

Financial liabilities at cost (1,095)

Financial assets and liabilities at fair value through profit or loss 218

Net gain (+)/net loss (–) 149

The net gains or losses from financial assets and liabilities measured at fair value

through profit or loss include changes in the fair value of derivative financial instru-

ments not used in hedge accounting.

The net gains or losses from financial liabilities at cost mainly result from currency

translation.

(32) Derivative financial instruments and hedging strategies

On account of its business activities and international orientation, the assets, liabili-

ties and planned transactions of the RENK Group are subject to market, credit and li-

quidity risks. There is a Group-wide risk management system to identify, quantify and

mitigate these risks. RENK was integrated into the MAN SE risk management system in

fiscal year 2018 and uses the instruments thus available.

(a) Risk management of the MAN Group

The companies hedge their currency risks at market conditions via the central Group

Treasury of MAN SE. This uses primary and predominantly derivative financial instru-

ments. In countries where exchange control regulations or regulatory provisions do

not allow MAN SE to hedge its risks, foreign currency interest and money market

transactions are entered into by MAN SE in the name and on behalf of the respective

Group company. Derivative financial instruments are recognized on the trade date.

The risk positions of the Group are hedged externally with banks within predeter-

mined risk limits by Group Treasury. Hedging is carried out with due regard for banks’

risk management requirements and is subject to stringent monitoring, which is guar-

anteed in particular by the strict separation of functions in trading, settlement and

control.

Liquidity management and investment in the MAN Group is centralized under Group-

wide cash management. When investing cash and cash equivalents, financial institu-

tions and investment vehicles are carefully selected and diversified with a limit sys-

tem. The limits and their utilization are reviewed regularly. The majority of cash and

cash equivalents are held in cash deposits at banks with an investment grade rating.

The Executive Board and the Supervisory Board of MAN SE are regularly informed

about the market price risks of the MAN Group. Compliance with policies is monitored

by the internal audit function.


(b) Currency risk at RENK

For each RENK company there is a currency risk if it performs transactions and incurs

future cash flows in a currency other than its functional currency. To reduce the effect

of exchange rate fluctuations, the RENK companies continuously quantify the ex-

change risk and hedge all material risks by using currency forwards and options.

In the RENK Group, all firm customer contracts, its own orders, receivables and liabili-

ties in foreign currency are hedged. Currencies with a high correlation to the euro,

such as the Danish krone, and equity investments or equity-type loans in foreign cur-

rencies, if at all relevant, are only hedged in individual cases. In addition, there is hedg-

ing for planned sales revenue in foreign currency from series production business

within defined hedging ranges and, occasionally, for customer projects whose materi-

alization is highly probable. The Executive Board of RENK is regularly informed of the

currency positions of the RENK Group.

As of the end of the reporting period, RENK’s foreign exchange exposure is primarily

from transactions in USD, CHF, JPY and CNY. Thanks to the currency forwards and op-

tions in place for these currencies, RENK was not exposed to any significant risks.

In the previous year, these hedges were accounted for as cash flow hedges in the RENK

Group. Together with the first-time adoption of IFRS 9 – Financial Instruments, it was

decided not to use hedge accounting in the future.

In connection with cash flow hedges, total unrealized gains and losses of € 1,397 thou-

sand were recognized in equity in the previous year for the measurement of deriva-

tives (before tax). Over the course of the past fiscal year realized gains and losses of € -

511 thousand were taken from equity to profit or loss for the period.

158

In a sensitivity analysis, the primary and derivative financial instruments in place at

the end of the reporting period were measured in a hypothetical scenario. The effects

of a 10% appreciation/depreciation of a currency per currency pair as of Decem-

ber 31, 2018 and December 31, 2017 are as follows:


Equity Net profit/loss for the

period

Currency pair +10% (10)% +10% (10)%

Euro/US dollar – – 5,733 (5,733)

Euro/Swiss franc – – (1,308) 1,308

Euro/Chinese yuan – – 179 (179)

Euro/Pound sterling – – (92) 92

Euro/Japanese yen – – 118 (118)

Euro/Norwegian krone – – +0 (0)

Swiss franc/US dollar – – (23) 23


Equity Net profit/loss for the

period

Currency pair +10% (10)% +10% (10)%

Euro/US dollar 1,910 (1,910) 10 (10)

Euro/Swiss franc – – (1,628) 1,628

Euro/Chinese yuan – – 90 (90)

Euro/Pound sterling – – (33) 33

Euro/Japanese yen – – 72 (72)

Euro/Norwegian krone – – 4 (4)

(c) Commodity price risk at RENK

RENK is exposed to the risk of changes in commodity prices and their availability, i.e.

commodity procurement risk, both in connection with the procurement of the means

of production but also in the procurement of energy (electricity, gas, oil, etc.).

As far as possible, this risk is countered by fixed price agreements with suppliers. Ow-

ing to the variety of commodities used and the resulting quantities, each compara-

tively small, the hedging of prices using corresponding instruments on the financial

markets is not a substantial alternative for RENK. RENK had no commodity derivatives

in fiscal year 2018.

There were no significant risk clusters in the past fiscal year.


(d) Credit risk at RENK

On account of its operating activities, RENK is exposed to credit risk, i.e. the risk that a

counterparty does not meet its contractual obligations and thus causes a financial

loss. Credit risks include direct counterparty risk and the risk of a deterioration in

credit quality.

The maximum credit risk is reflected by the carrying amounts of financial assets re-

ported in the statement of financial position. Credit risks are minimized, and risk pro-

visions calculated, mainly with the following measures:

Sovereign and counterparty risks arising from business operations are continuously

assessed locally. Security levels and forms are determined based on this. Outstanding

debts are also continuously monitored locally. If default risks arise, allowances are rec-

ognized. Credit risk is limited by various, sometimes country-specific, forms of secu-

rity. Letters of credit, credit insurance, guarantees, warranties, retention of title and

customer prepayments are used. In project business, the risk of default is minimized

by prepayments and by obtaining collateral.

RENK recognizes appropriate loss allowances for expected credit losses in connection

with its business operations. It also performs an ongoing assessment of all financial

assets measured at amortized cost. Allowances on trade receivables and contract as-

sets are calculated using a provision matrix with provision rates graded according to

the aging analysis of receivables. Specific valuation allowances are recognized if there

is objective evidence of credit losses or other contractual anomalies. Other financial

receivables and cash and cash equivalents are checked for cash shortfalls using a gen-

eral three-stage approach.

There were no significant clusters in terms of credit risk in the RENK Group in the past

fiscal year.

160

The credit risks of the financial assets can be grouped into the following risk classes:


Risk class 1 Risk class 2 Risk class 3

Receivables

– without

evidence of

credit

impairment

Credit-

impaired

receivables

Defaulted

receivables

Stage 1: 12-month expected credit loss 200,281 – –

Stage 2: Lifetime expected credit losses (not impaired) – – –

Stage 3: Lifetime expected credit losses (impaired) – – –

Purchased or originated credit-impaired financial instruments – – –

Simplified approach: Lifetime expected credit losses 106,063 5,146 4,192

306,343 5,146 4,192

Level 1 essentially comprises the receivables from the central financial management of

the MAN Group and other cash and cash equivalents. As these are due on demand, loss

allowances are not recognized on these financial assets for the sake of simplicity.

Loss allowances are recognized based on maturity profiles and provision rates for ex-

pected credit losses for receivables that are not impaired. Specific valuation allowances

are recognized if there is objective evidence of impairment on the receivables in ques-

tion.

For a structurally revised presentation of maturity profiles, please see “New and re-

vised accounting pronouncements and methods”.


Maturities of financial assets not impaired as of December 31, 2017:

€ thousand 2017

up to 30 days past due 8,584

31–60 days 2,024

61–90 days 3,321

91-365 days 2,544

> 1 year 535

Assets, past due, not impaired 17,008

Assets, not past due, not impaired 74,908

Carrying amounts of financial assets not impaired 91,916

To cover the credit risk of these receivables and of receivables not past due, impair-

ment losses were recognized at group level based on historical experience in the previ-

ous year.

Regarding the receivables and other financial assets that are neither impaired nor past

due, there are no indications of a default in payment as of the end of the reporting pe-

riod.

In line with the nature of RENK’s inclusion in the central financial management of the

MAN Group agreed with MAN SE, a significant portion of RENK’s financial assets is

concentrated on a single partner, MAN SE. This portion is therefore subject in princi-

ple to the same risks that MAN SE as a whole is exposed. These risks are limited by the

risk management mechanisms installed at MAN SE.

(e) Liquidity risk at RENK

Liquidity risk describes the risk that the RENK Group is unable to adequately meet its

payment obligations or can raise liquidity only at a higher price.

RENK was included in the liquidity management system of the MAN Group in the year

under review. To limit this risk, inflows and outflows of cash and maturities are moni-

tored and managed at all times. Financing requirements are covered by both operat-

ing cash flow and external financing. There were therefore no significant risk clusters

in the past fiscal year.

Cash for the operating units is essentially managed centrally as part of cash pooling.

The cash and cash equivalents of the Group companies and MAN SE are merged daily.

Thus, liquidity surpluses and requirements can be managed as necessary. For external

financing, the opportunities on the financial markets are tracked continuously to en-

sure financial flexibility and to limit refinancing risks.

In certain countries (such as Brazil and China), the Group can only dispose over local

cash and cash equivalents internationally in compliance with the applicable foreign

exchange restrictions. Other than this there are no significant restrictions.

162

Cash and cash equivalents are essentially used to finance working capital and short-

term obligations. Management is informed regularly about cash inflows and outflows.

The cash flows at RENK are dominated by the maturities arising from business opera-

tions. These are predominantly of a short-term nature. Cash clearing takes place

through the inclusion in the central financial management of the MAN Group.

The following table shows how the cash flows of liabilities, derivative financial instru-

ments and contingent liabilities affect RENK’s liquidity situation:

Maturities1)

€ thousand Dec. 31, 2018 Dec. 31, 2017

2019 2020 to

2023

> 2023 2018 2019 to

2022

> 2022

Cash outflows from primary financial liabilities 41,536 112 8 35,767 – –

of which trade payables 39,407 – – 34,635 – –

of which other financial liabilities 2,129 112 8 1,132 – –

Cash outflows from liability derivative financial instruments and gross fulfillment2) (34,668) (21,398) (1,027) (2,216) – –

Associated cash inflows 32,939 19,733 861 2,138 – –

Potential cash outflows from contingent liabilities3) – – – 14 – –

of which for repayment obligations – – – 14 – –

1) The procedure for calculating the amounts was as follows: – If the maturity date is not fixed, the liability is assigned to the earliest maturity date. – Interest payments for floating rate interest are taken into account in line with the conditions as of the end of the

reporting period. – It is assumed that the cash outflows will not occur earlier than shown.

2) In accordance with the requirements of IFRS 7, only undiscounted cash flows of the contractual interest and principal payments are shown.

3) There are guarantee obligations for guarantees under trade obligations. The maximum possible cash outflows are shown. The amounts are assumed to be due in the first year.


(f) Breakdown of hedging instruments by type of hedge

There was no hedge accounting in fiscal year 2018. Hedge accounting was used in the

previous year. The following table contains the fair values of the previous year’s hedg-

ing instruments that related to currency forwards.

€ thousand Dec. 31, 2018 Dec. 31, 2017

with a positive

market value

with a negative

market value

with a positive

market value

with a negative

market value

Cash flow hedge – – 297 –

– – 297 0

(33) Remuneration of the Executive Board

The remuneration of the members of the Executive Board of RENK Aktiengesellschaft

consists of fixed remuneration and variable remuneration (see remuneration report).

Furthermore, members of the Executive Board receive a pension commitment.

Total Executive Board remuneration in accordance with section 314(1) no. 6a HGB and

IFRS amounts to € 1,840 thousand in the fiscal year (previous year: € 1,774 thousand).

The table below shows the individual remuneration for the active members of the Ex-

ecutive Board for 2018 (2017).

€ thousand Florian Hofbauer Christian Hammel Total

2018 2017 2018 2017 2018 2017

Fixed remuneration1) 303 286 294 281 597 567

Variable remuneration2) 524 519 466 462 989 981

Pension cost 134 101 119 95 253 196

Total 961 906 879 838 1,840 1,744

Present value of pension obligation 2,406 2,315 424 324 2,830 2,639

1) Non-performance-based remuneration component including additional benefits 2) Performance-based remuneration component: 2018 – according to figures currently available, 2017 – according to final figures

Short-term employee benefits comprise fixed and variable remuneration.

The pension cost and the present value of the pension obligations are assigned to the

accumulated post-employment benefit obligation. There are no other long-term em-

ployee benefits, termination benefits or share-based payments.

There was no subsequent adjustment of the bonus in variable remuneration in 2018 or

in the previous year.

164

The reported pension cost exclusively comprises the service cost incurred in the re-

spective fiscal year.

The pension benefits for former members of the Executive Board of the company and

their surviving dependents amounted to € 264 thousand (€ 262 thousand). Total pro-

visions of € 3,520 thousand were recognized for pension obligations to former mem-

bers of the Executive Board and their surviving dependents (previous year:

€ 3,686 thousand).

Information on the members of the Executive Board, including their memberships of

other statutory supervisory boards and similar executive bodies, can be found in the

“Members of the Supervisory Board and the Executive Board and their mandates” sec-

tion.

(34) Supervisory Board

The remuneration of the members of the Supervisory Board is regulated in the Arti-

cles of Association. They provide for fixed remuneration of € 10,000. The chair of the

Supervisory Board receives double the fixed remuneration, the deputy chair and the

chair of a committee one and a half times this amount, a committee member 1.25

times the amount. There is no separate remuneration for the chair or members of the

Mediation Committee. If members perform several functions, remuneration is based

on the function with the highest remuneration entitlement.

Any expenses arising are also reimbursed.


Remuneration of the Supervisory Board in €

Name Membership

period

Total

Dr. Ingrun-Ulla Bartölke Full year –

Roberto Armellini* Full year 15,000

Michael Behrendt Full year 15,000

Hardy Brennecke Full year –

Joachim Drees Full year 12,500

Lothar Evers* from April 27 6,778

Rainer Handschuh* until April 27 4,063

Christiane Hesse Full year –

Frank Hoffmann until April 27 –

Thorsten Jablonski Full year –

Adela Lieb from April 27 6,778

Klaus Refle* from April 27 8,472

Karina Schnur* from April 27 8,472

Mario Sommer* from April 27 6,778

Herbert Surmann* until April 27 4,063

Walter Vogt* until April 27 4,063

Ingo Weidner* until April 27 3,250

Total 2018 95,217

Total 2017 92,341

* These employee representatives have declared that they pay their Supervisory Board remuneration to the Hans Böckler Foundation in accordance with German Trade Union Confederation policy.

The employee representatives on the Supervisory Board also employed at RENK addi-

tionally receive their standard pay as employees. Information on the members of the

Supervisory Board, including their memberships of other statutory supervisory

boards and similar executive bodies, can be found in the corresponding section.

166

(35) German Corporate Governance Code

In December 2018, the Executive Board and the Supervisory Board issued the declara-

tion of compliance reproduced below in accordance with section 161 of the German

Stock Corporation Act (AktG):

“The Executive Board and the Supervisory Board of RENK AG declare that the recom-

mendations of the Government Commission on the German Corporate Governance

Code as amended on February 7, 2017 promulgated by the Federal Ministry of Justice

on April 24, 2017 in the official section of the Bundesanzeiger (the Federal Gazette)

were complied with in the period since the last Declaration of Conformity was issued

in December 2017 and are still complied with, with the exception of items 4.2.3(2) sen-

tence 3 (forward-looking variable remuneration), 5.4.1(6) to (8) (disclosure of proposals

of candidates for election) and 7.1.1 sentence 2 (intra-year financial information).

1.) The recommendation of item 4.2.3(2) sentence 3 is not complied with in that the

assessment base for variable remuneration components is not essentially forward-

looking. The current remuneration system is based on the recommendation found

in the version of the Code dated May 5, 2015. As the Supervisory Board considers a

long-term assessment basis that is essentially forward-looking to be appropriate,

an adjustment of the remuneration system in line with the recommendations of

the current version of the Code is being prepared.

2.) Regarding the recommendation in items 5.4.1(6) to (8) of the Code on the disclo-

sure of certain circumstances of nominations by the Supervisory Board to the An-

nual General Meeting, the requirements of the Code are unspecific and unclear in

their application. A departure from the Code as regards this matter has thus been

declared as a precaution. Regardless of this, the Supervisory Board will endeavor to

comply with the requirements of items 5.4.1(6) to (8) of the Code.

3.) The recommendation of item 7.1.1 sentence 2 (intra-year financial information) is

not complied with as the Executive Board and Supervisory Board of RENK AG con-

sider an obligation to release quarterly publications in addition to the statutory re-

quirement of the Wertpapierhandelsgesetz (WpHG – German Securities Trading

Act) to be unnecessary.”


(36) Segment reporting

The activities of the RENK Group are still divided into the reportable segments Special

Gear Units, Vehicle Transmissions, Standard Gear Units and Slide Bearings. The man-

agement of each of these segments reports directly to the Executive Board of RENK AG

in its function as the responsible chief operating decision maker.

The Special Gear Units segment comprises large-gear production at RENK AG’s Augs-

burg site and RENK-MAAG GmbH, Winterthur, Switzerland. The product range extends

from stationary gear units for a variety of industrial applications, to turbo gear units,

to complex gear units for fast craft and naval applications.

The Vehicle Transmissions segment is a leading manufacturer of fully automatic

transmissions for medium-weight and heavy tracked vehicles, and also offers a broad

range of powerful test rigs for a variety of industries. It comprises the corresponding

activities at RENK AG’s Augsburg site, the French subsidiary RENK France S.A.S., Saint-

Ouen-l’Aumône, RENK Test System GmbH (RTS) in Augsburg and its US sales company

RENK Systems Corporation, Camby (IN), USA.

The Standard Gear Units segment includes large-gear production at RENK AG’s Rheine

site. It specializes in marine gear units for merchant shipping, LNG/LPG tankers, spe-

cial ships and offshore wind turbine gear units. It also manufactures gear units for tur-

bine plants and couplings for industrial applications.

The Slide Bearings segment at RENK AG’s Hanover site and the American sales com-

pany RENK Corporation, Duncan (SC), USA, primarily supply hydrodynamic, lubricated

slide bearings. These are used for electric motors, generators, pumps, blowers, water

turbines, conveyors and marine applications.

The financial performance indicators for segments are sales revenue, operating profit

and operating return on sales. The operating return on sales is the ratio of the operat-

ing profit generated to sales revenue. The non-financial performance indicator is order

intake as measured by reference to binding incoming orders. Segment information is

determined applying the same accounting policies as those used in the preparation of

the consolidated financial statements. Transactions between segments are performed

on an arm’s length basis.

168

Segment information by segment

€ thousand Special Gear Units

2018 2017

Order intake from third parties 205,886 151,328

Order intake from other segments 1,714 2,281

Total order intake 207,601 153,609

Sales revenue with third parties 168,814 160,775

Sales revenue with other segments 2,025 1,655

Total sales revenue 170,839 162,430

Order backlog Dec. 31 276,068 239,473

Operating profit 5,234 10,988

Capital expenditure 14,067 7,902

Depreciation1) 7,266 7,405

Operating return on sales 3.1% 6.8%

1) Depreciation and amortization did not include impairment losses for either fiscal year 2018 or the previous year.


Vehicle Transmissions Standard Gear Units Slide Bearings Consolidation Group

2018 2017 2018 2017 2018 2017 2018 2017 2018 2017

168,007 122,556 71,050 78,772 83,992 81,447 – – 528,935 434,103

2,960 1,566 4,688 9,676 838 2,465 (10,201) (15,989) – –

170,968 124,122 75,738 88,448 84,830 83,912 (10,201) (15,989) 528,935 434,103

174,422 149,149 73,838 72,717 85,144 86,765 – – 502,218 469,406

2,965 1,767 5,047 5,216 1,481 1,517 (11,518) (10,155) – –

177,388 150,916 78,885 77,933 86,625 88,282 (11,518) (10,155) 502,218 469,406

419,481 426,343 57,893 61,313 30,973 32,643 (10,531) (11,847) 773,883 747,925

37,352 26,698 6,459 8,303 11,170 14,113 (2) (55) 60,213 60,047

14,407 7,011 5,410 2,059 1,477 1,763 – – 35,361 18,735

5,890 5,658 3,448 3,534 2,489 2,405 (81) (77) 19,012 18,925

21.1% 17.7% 8.2% 10.7% 12.9% 16.0% – – 12.0% 12.8%

170

Segment information by region

€ thousand Germany Rest of

Europe

Other

regions

Total

2018

Sales revenue 161,515 180,267 160,436 502,218

Payments to acquire property, plant and equipment and intangible assets 29,911 5,350 100 35,361

2017

Sales revenue 146,866 183,566 138,974 469,406

Payments to acquire property, plant and equipment and intangible assets 15,935 2,630 170 18,735

(37) List of shareholdings of RENK AG as of December 31, 2018

Name and registered office of the

company

Share of

capital in %

Local

currency

(LC)

Exchange rate

(EUR/LC)

Equity

(1,000 LC)

Result

(1,000 LC)

RENK France S.A.S., Saint-Ouen-l’Aumône, France 100 EUR 1 21,720 1,052

RENK Corporation, Duncan, South Carolina, USA 100 USD 1.1453 12,884 1,347

RENK Test System GmbH, Augsburg 100 EUR 1 17,226 8,585

RENK Systems Corporation, Camby, Indiana, USA 100 USD 1.1453 2,141 1,319

RENK Transmisyon Sanayi A.S., Istanbul, Turkey1) 55 TRY 4.5324 6,539 1,720

RENK UAE LLC, Abu Dhabi, United Arab Emirates1) 49 AED 4.4032 25,012 9,551

COFICAL RENK MANCAIS DO BRASIL LTDA, Guaramirim, Brazil1) 98 BRL 3.9707 21,106 1,962

RENK-MAAG GmbH, Winterthur, Switzerland 100 CHF 1.1264 17,466 1,737

RENK Shanghai Service and Commercial Co., Ltd. Shanghai, China1) 100 CNY 7.8009 3,786 (680)

RENK (UK) Ltd., London, UK (inactive) 100 GBP n/a n/a n/a

Renk Gears Private Ltd., Bangalore/India1) 100 INR 76.5670 108,000 (6,429)

Renk Korea Co., Ltd., Busan/South Korea1) 100 KRW 1,278.2200 757,453 (142,547)

Schelde Gears B.V. (formerly: Damen Schelde Gears B.V.), Vlissingen/Netherlands1) 100 EUR 1 1,361 559

1) As of: December 31, 2017


(38) Equity investments in RENK AG

In accordance with section 33(1) WpHG, RENK AG was informed by the controlling

shareholders of Porsche Automobil Holding SE, Stuttgart, on January 4, 2019 that, ef-

fective from midnight on December 31, 2018, the 76% share of the voting rights

(5,320,000 voting rights) in RENK AG was transferred by MAN SE, Munich, to

Volkswagen Klassik GmbH, Wolfsburg, (a wholly owned subsidiary of Volkswagen Ak-

tiengesellschaft, Wolfsburg) in the context of an internal corporate restructuring.

All the above 5,320,000 voting rights are attributed to Volkswagen Aktiengesellschaft,

Porsche Automobil Holding SE and their controlling shareholders in accordance with

section 34(1) sentence 1 no. 1 WpHG through Volkswagen Klassik GmbH.

RENK AG was not advised of, nor is it aware of, any other direct or indirect sharehold-

ings in the capital of the company exceeding 10% of the voting rights or the relevant

reporting thresholds of the German Securities Trading Act.

(39) Related party disclosures

Related parties as defined by IAS 24 are natural persons and companies that can be in-

fluenced by RENK AG, that can significantly influence RENK AG or that are influenced

by another related party of RENK AG.

Given its shareholding of 76% in RENK AG, Volkswagen Klassik GmbH is its parent

company and therefore a related party of RENK. This also applies to the subsidiaries of

Volkswagen Klassik GmbH and the related parties of Volkswagen Klassik GmbH itself.

In particular, these include Traton AG, Volkswagen Aktiengesellschaft and Porsche Au-

tomobil Holding SE with all their affiliated companies.

Exchanges of goods and services between RENK and its related parties are conducted

as at arm’s length.

Essentially the following types of transactions are performed with subsidiaries of the

Volkswagen Klassik Group:

Deliveries of goods to MAN Energy Solutions companies, in particular gear units and

bearings for ships and turbines, plus test rigs and related services.

Sourcing from MAN Energy Solutions companies, mainly primary materials for gear

unit production such as cast components.

172

The exchange of goods and services with companies of the Traton Gruppe, Volkswagen

and the Porsche Group essentially relates to the following transactions:

Other services and reciprocal services with MAN SE, such as debit and credit interest

from intercompany payment transactions, and cost reimbursements for other ser-

vices.

Delivery of test rigs and related services to company of the Volkswagen or Porsche

Group. RENK purchases services, e.g. in the context of vehicle leases.

There was no exchange of goods or services with the parent company of Volkswagen

Klassik GmbH in the reporting period. The extent of relationships between RENK and

MAN SE in the previous year was as follows:

€ thousand 2017

Services rendered (income) 56

Services received (expense) 855

Receivables (Dec. 31) 199,086

Liabilities (Dec. 31) 43

The table below shows the extent of relationships with other companies of the

Volkswagen Klassik Group, Volkswagen and the Porsche Group:


Services rendered (income) 25,674 22,363

Services received (expense) 6,509 5,270

Receivables (Dec. 31) 190,874 4,855

Liabilities (Dec. 31) 3,801 1,497

MAN SE provided RENK companies with direct and indirect guarantees of € 7,193 thou-

sand and derivative hedges with a nominal value of € 61,744 thousand as of Decem-

ber 31, 2018. There were receivables of € 185,457 thousand (previous year:

€ 198,290 thousand) from cash management with MAN SE and other MAN companies

as of December 31, 2018.


Other related parties are the subsidiaries of the RENK Group that are not included in

the consolidated financial statements. The exchange of services essentially comprises

the supply of parts and the performance of services at market rates. The following

table shows the extent of services:


Services rendered (income) 6,254 6,138

Services received (expense) 2,968 1,449

Receivables (Dec. 31) 3,190 1,948

Liabilities (Dec. 31) 1,250 246

Trade receivables from and trade payables to affiliated companies are reported under

notes (18) and (24). There are financial obligations to affiliated companies under oper-

ating leases of € 105 thousand (previous year: € 190 thousand).

Outstanding items in connection with related parties are not collateralized, nor had

valuation allowances been recognized as of the end of the reporting period.

Related parties of RENK also include persons who can influence or be influenced by

RENK AG, such as the members of the Executive Board and Supervisory Board of

RENK AG, the members of the management of Volkswagen Klassik GmbH, the mem-

bers of the Executive Board and Supervisory Board of Traton AG and the members of

the Executive Board and Supervisory Board of Volkswagen AG.

Please see “Remuneration of the Executive Board” and “Supervisory Board” for disclo-

sures required in accordance with IAS 24 on management remuneration for key posi-

tions.

(40) Events after the end of the reporting period

RENK AG signed a purchase agreement to acquire a group of companies in January

2019. The purchase price will be an eight-figure amount. The implementation of the

purchase agreement and the payment of the purchase price are dependent on a series

of conditions, including official approval. Approvals are expected to be granted during

the first half of 2019. The group of companies being purchased manufactures products

that complement Vehicle Transmissions business. Assuming the success of the acqui-

sition, RENK expects that, given its size, the acquired group of companies will be in-

cluded in the consolidated financial statements.

There were no other significant events after December 31, 2018 with a material effect

on the net assets, financial position and results of operations.

174

Members of the Supervisory Board and the Executive Board and their mandates

(41) Supervisory Board

Dr. Ingrun-Ulla Bartölke Wolfsburg


Head of Group Accounting and External Reporting at Volkswagen Aktiengesellschaft

Volkswagen Bank GmbH2)

SEAT S.A., Spain4)

Roberto Armellini*) Augsburg

Deputy Chairman of the Supervisory Board

Managing Director of IG Metall Augsburg

VALEO Schalter und Sensoren GmbH (Deputy Chairman)1)

AGCO Fendt GmbH1)

Michael Behrendt Hamburg, Germany

Chairman of the Supervisory Board of Hapag-Lloyd AG

Barmenia Allgemeine Versicherungs-AG (Deputy Chairman)1)

Barmenia Krankenversicherung a. G. (Deputy Chairman)1)

Barmenia Lebensversicherung a. G. (Deputy Chairman)1)

Esso Deutschland GmbH1)

ExxonMobil C. E. Holding GmbH1)

Hapag-Lloyd AG (Chairman)1)

MAN Energy Solutions SE1)

MAN SE1)

MAN Truck & Bus AG1)


Hardy Brennecke Wolfenbüttel

Head of the Executive Office for the Commercial Vehicles division of Volkswagen Ak-

tiengesellschaft Secretary

Secretary General of TRATON AG

Joachim Drees Stuttgart

Member of the Executive Board of TRATON AG

Chairman of the Executive Board of MAN SE

Chairman of the Executive Board of MAN Truck & Bus AG

Veritas AG1)

Volkswagen Financial Services AG1)


Sinotruk (Hong Kong) Ltd., China3)

Lothar Evers*) Rheine

Member of the Supervisory Board since April 27, 2018

Chairman of the Works Council RENK AG, Rheine plant

Rainer Handschuh*) Augsburg

Member of the Supervisory Board until April 27, 2018

Former Chairman of the Group Works Council of RENK AG

Former Chairman of the Works Council of RENK AG, Augsburg plant and RENK Test

System GmbH

176

Christiane Hesse Wunstorf

Member of the Board of Management (Human Resources and Organization) of

Volkswagen Financial Services AG

EURO-Leasing GmbH4)

MAN Financial Services GmbH4)

MAN Financial Services (SA) (RF) (Pty) Ltd., South Africa (Chairwoman)4)

VDF Faktoring A.S., Turkey (Chairwoman)4)

VDF Filo Kiralama A.S., Turkey (Chairwoman)4)

VDF Servis ve Ticaret A.S., Turkey (Chairwoman)4)

VDF Sigorta Aracilik Hizmetleri A.S., Turkey (Chairwoman)4)

Volkswagen Doğuş Finansman A.S., Turkey (Chairwoman)4)

Volkswagen Financial Services Digital Solutions GmbH4)

Volkswagen Financial Services South Africa (Pty) Ltd., South Africa (Chairwoman)4)

Frank Hoffmann*) Augsburg


Head of Vehicle Transmissions at RENK AG, Augsburg

Thorsten Jablonski Ilsede

Head of Transmissions and Electric Drive for Volkswagen Aktiengesellschaft

Volkswagen Automatic Transmission (Dalian) Co., Ltd., China (Chairman)4)

Volkswagen Automatic Transmission (Tianjin) Co., Ltd., China4)

Volkswagen Transmission (Shanghai) Company Ltd., China4)

Adela Lieb*) Augsburg


General Manager for Commercial Administration, Finance and Controlling at

RENK Test System GmbH

Klaus Refle*) Bobingen


Chairman of the Group Works Council of RENK AG,

Chairman of the Works Council of RENK AG, Augsburg plant and RENK Test System

GmbH


Karina Schnur*) Reichertshofen


Secretary General for the Codetermination of MAN Truck & Bus AG


MAN SE1)

MAN Truck & Bus AG1)

MAN Truck & Bus Deutschland GmbH1)

Mario Sommer*) Augsburg


Process planner for cubic parts production in the Vehicle Transmissions segment of

RENK AG

Herbert Surmann*) Rheine


Former Chairman of the Works Council RENK AG, Rheine plant

Walter Vogt*) Eltville


Labor union secretary at IG Metall Executive Board, Frankfurt/Main

Baugenossenschaft Darmstadt eG1)

IBM Deutschland GmbH1)

Mercedes-Benz Bank AG1)

Ingo Weidner*) Hanover


Member of the Works Council of RENK AG, Hanover plant

As of December 31, 2018 or, if earlier, date of resignation.

*) elected by employees 1) Memberships of statutory supervisory boards in Germany 2) Memberships of statutory supervisory boards in Germany (Group mandates) 3) Memberships of statutory supervisory boards in Germany and abroad (Group mandates) 4) Memberships of comparable supervisory bodies in Germany and abroad (Group mandates)

178

(42) Committees of the Supervisory Board

Members of the Committee for Management Board Personnel Dr. Ingrun-Ulla Bartölke (Chairwoman)

Roberto Armellini (Deputy Chairman)

Joachim Drees

Klaus Refle

Members of the Nomination Committee Dr. Ingrun-Ulla Bartölke

Joachim Drees

Members of the Mediation Committee Dr. Ingrun-Ulla Bartölke (Chairwoman)

Roberto Armellini (Deputy Chairman)

Joachim Drees

Klaus Refle

Members of the Audit Committee Michael Behrendt (Chairman)

Klaus Refle (Deputy Chairman)

Dr. Ingrun-Ulla Bartölke

Karina Schnur


(43) The Executive Board

Dipl.-Ing. (FH) Florian Hofbauer Landsberg

Spokesperson

Engineering and Sales

RENK Shanghai Service and Commercial Co., Ltd., China1)

Dipl.-Kfm. (Univ.) Christian Hammel Munich


RENK Gears Private Ltd., India1)

RENK Korea Co., Ltd., Korea1)



The Executive Board


1) Memberships of comparable supervisory bodies in Germany and abroad (Group mandates)

180


Responsibility statement

To the best of our knowledge and in accordance with the applicable accounting princi-

ples, the consolidated financial statements give a true and fair view of the net assets,

financial position and results of operations of the Group, and the management report

of the Group includes a fair review of the development and performance of the busi-

ness and the position of the Group, together with a description of the principal oppor-

tunities and risks associated with the expected development of the Group.



The Executive Board


182


184

INDEPENDENT AUDITOR’S REPORT

To Renk Aktiengesellschaft, Augsburg

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AND OF THE GROUP MANAGEMENT REPORT

Audit Opinions We have audited the consolidated financial statements of Renk Aktiengesellschaft,

Augsburg, and its subsidiaries (the Group), which comprise the consolidated state-

ment of profit or loss for the financial year from 1 January to 31 December 2018, the

consolidated statement of comprehensive income, the consolidated statement of fi-

nancial position as at 31 December 2018, and the consolidated statement of changes in

equity and consolidated statement of cash flows for the financial year from 1 January

to 31 December 2018, and notes to the consolidated financial statements, including a

summary of significant accounting policies. In addition, we have audited the group

management report of Renk Aktiengesellschaft for the financial year from 1 January to

31 December 2018. In accordance with the German legal requirements, we have not au-

dited the content of those parts of the group management report listed in the “Other

Information” section of our auditor’s report .

In our opinion, on the basis of the knowledge obtained in the audit,

the accompanying consolidated financial statements comply, in all material re-

spects, with the IFRSs as adopted by the EU, and the additional requirements of Ger-

man commercial law pursuant to § [Article] 315e Abs. [paragraph] 1 HGB [Han-

delsgesetzbuch: German Commercial Code] and, in compliance with these require-

ments, give a true and fair view of the assets, liabilities, and financial position of the

Group as at 31 December 2018, and of its financial performance for the financial year

from 1 January to 31 December 2018, and

the accompanying group management report as a whole provides an appropriate

view of the Group’s position. In all material respects, this group management report

is consistent with the consolidated financial statements, complies with German le-

gal requirements and appropriately presents the opportunities and risks of future

development. Our audit opinion on the group management report does not cover

the content of those parts of the group management report listed in the “Other In-

formation” section of our auditor’s report.

Pursuant to § 322 Abs. 3 Satz [sentence] 1 HGB, we declare that our audit has not led to

any reservations relating to the legal compliance of the consolidated financial state-

ments and of the group management report.

Basis for the Audit Opinions We conducted our audit of the consolidated financial statements and of the group

management report in accordance with § 317 HGB and the EU Audit Regulation

(No. 537/2014, referred to subsequently as “EU Audit Regulation”) and in compliance

with German Generally Accepted Standards for Financial Statement Audits promul-

gated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany]


(IDW). Our responsibilities under those requirements and principles are further de-

scribed in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial

Statements and of the Group Management Report” section of our auditor’s report. We

are independent of the group entities in accordance with the requirements of Euro-

pean law and German commercial and professional law, and we have fulfilled our

other German professional responsibilities in accordance with these requirements. In

addition, in accordance with Article 10 (2) point (f) of the EU Audit Regulation, we de-

clare that we have not provided non-audit services prohibited under Article 5 (1) of the

EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our audit opinions on the consolidated financial

statements and on the group management report.

Key Audit Matters in the Audit of the Consolidated Financial Statements Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the consolidated financial statements for the financial year

from 1 January to 31 December 2018. These matters were addressed in the context of

our audit of the consolidated financial statements as a whole, and in forming our au-

dit opinion thereon; we do not provide a separate audit opinion on these matters.

In our view, the matters of most significance in our audit were as follows:

❶ Management and measurement of inventories

❷ Completeness and measurement of provisions for warranty obligations

arising from sales

❸ Revenue recognition over time

Our presentation of these key audit matters has been structured in each case as fol-

lows:

① Matter and issue

② Audit approach and findings

③ Reference to further information

Hereinafter we present the key audit matters:

❶ Management and measurement of inventories

① EUR 27 million in raw materials, consumables and supplies, EUR 167 million in

work in progress, and EUR 2 million in prepayments were recognized under

"Inventories" in the consolidated statement of financial position of Renk Ak-

tiengesellschaft, Augsburg. From our point of view, this balance sheet item is

of particular importance due to its material amount and the fact that the

measurement of inventories is to a large extent based on estimates and as-

186

sumptions made by management. The reliability of the processes and con-

trols put in place is also a material requirement for managing inventories of

work in progress.

② Given that the management and measurement complexity of inventories

gives rise to an increased risk of accounting misstatements, we assessed the

Group's processes and controls relating to the management and measure-

ment of inventories. Our specific audit approach included testing of the con-

trols and substantive audit procedures, in particular:

observing stocktaking at multiple sites;

auditing the measurement of inventories.

We verified the appropriateness of the systems, processes and controls in

place, and that the estimates and assumptions made by management are suf-

ficiently substantiated and documented.

③ The Company's disclosures relating to inventories are contained in notes

(3)(g) and (17) to the consolidated financial statements.

❷ Completeness and measurement of provisions for warranty obligations

arising from sales

① In the consolidated financial statements of Renk Aktiengesellschaft, Augs-

burg, EUR 29 million in provisions for obligations arising from sales are re-

ported under the "Other provisions" balance sheet item. These obligations

arise under statutory and contractual guarantee obligations with customers.

Warranty claims are calculated on the basis of losses to date and estimated fu-

ture losses. In addition, assumptions must be made about the nature and ex-

tent of future warranty claims. These assumptions are based on qualified esti-

mates.

From our point of view, this matter was of particular importance for our audit

because the recognition and measurement of this material item is to a large

extent based on estimates and assumptions made by the Company's manage-

ment.

② With the knowledge that estimated values result in an increased risk of ac-

counting misstatements and that the measurement decisions made by man-

agement have a direct and significant effect on consolidated net profit/loss,

we assessed the appropriateness of the carrying amounts, including by com-

paring these figures with historical data and using the measurement bases

presented to us. We evaluated the entire calculations for the provisions using

the applicable measurement inputs and assessed the planned timetable for

utilizing the provisions.

In doing so, we were able to satisfy ourselves that the estimates applied and

the assumptions made by management were sufficiently documented and


supported to justify the recognition and measurement of the provisions for

warranty obligations arising from sales.

③ The Company's disclosures on other provisions are contained in notes (3)(m)

and (25) to the consolidated financial statements.

❸ Revenue recognition over time

① In the consolidated income statement of Renk Aktiengesellschaft, Augsburg

revenue recognized over time amounting to EUR 21 million are reported. Rev-

enue for this material item is recognized in accordance with the performance

obligation satisfied over time. This issue was of particular importance for our

audit due to the complexity of the applicable accounting standard and the re-

quirement for estimates and assumptions on the part of management with

corresponding ranges from an accounting point of view.

② As part of our audit, we evaluated the processes and controls established by

the Group for the purposes of recognizing revenue from customer-specific

construction contracts. On this basis, we evaluated the determination of the

degree of completion of customer-specific construction contracts on the ba-

sis of the cost-to-cost method and the resulting proportion of revenue and

profit recognized. For this purpose, we satisfied ourselves of the progress of

the respective projects, among other things based on interviews with project

managers and by inspecting project documentation.

We were able to satisfy ourselves of the appropriateness of the systems, pro-

cesses and controls in place, and that the estimates and assumptions made by

management are sufficiently documented and substantiated.

③ The Company's disclosures on customer-specific construction contracts are

contained in note (3)(a), (3)(h) and (6) to the consolidated financial state-

ments.

Other Information The executive directors are responsible for the other information. The other infor-

mation comprises the following non-audited parts of the group management report:

the group statement on corporate governance pursuant to § 289f HGB and § 315d

HGB

the corporate governance report pursuant to No. 3.10 of the German Corporate Gov-

ernance Code

The other information comprises further the remaining parts of the annual report

– excluding cross-references to external information – with the exception of the au-

dited consolidated financial statements, the audited group management report and

our auditor’s report.

188

Our audit opinions on the consolidated financial statements and on the group man-

agement report do not cover the other information, and consequently we do not ex-

press an audit opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information and,

in so doing, to consider whether the other information

is materially inconsistent with the consolidated financial statements, with the group

management report or our knowledge obtained in the audit, or

otherwise appears to be materially misstated.

Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated Financial Statements and the Group Management Report The executive directors are responsible for the preparation of the consolidated finan-

cial statements that comply, in all material respects, with IFRSs as adopted by the EU

and the additional requirements of German commercial law pursuant to § 315e Abs. 1

HGB and that the consolidated financial statements, in compliance with these require-

ments, give a true and fair view of the assets, liabilities, financial position, and finan-

cial performance of the Group. In addition the executive directors are responsible for

such internal control as they have determined necessary to enable the preparation of

consolidated financial statements that are free from material misstatement, whether

due to fraud or error.

In preparing the consolidated financial statements, the executive directors are respon-

sible for assessing the Group’s ability to continue as a going concern. They also have

the responsibility for disclosing, as applicable, matters related to going concern. In ad-

dition, they are responsible for financial reporting based on the going concern basis of

accounting unless there is an intention to liquidate the Group or to cease operations,

or there is no realistic alternative but to do so.

Furthermore, the executive directors are responsible for the preparation of the group

management report that, as a whole, provides an appropriate view of the Group’s posi-

tion and is, in all material respects, consistent with the consolidated financial state-

ments, complies with German legal requirements, and appropriately presents the op-

portunities and risks of future development. In addition, the executive directors are

responsible for such arrangements and measures (systems) as they have considered

necessary to enable the preparation of a group management report that is in accord-

ance with the applicable German legal requirements, and to be able to provide suffi-

cient appropriate evidence for the assertions in the group management report.

The supervisory board is responsible for overseeing the Group’s financial reporting

process for the preparation of the consolidated financial statements and of the group

management report.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report Our objectives are to obtain reasonable assurance about whether the consolidated fi-

nancial statements as a whole are free from material misstatement, whether due to


fraud or error, and whether the group management report as a whole provides an ap-

propriate view of the Group’s position and, in all material respects, is consistent with

the consolidated financial statements and the knowledge obtained in the audit, com-

plies with the German legal requirements and appropriately presents the opportuni-

ties and risks of future development, as well as to issue an auditor’s report that in-

cludes our audit opinions on the consolidated financial statements and on the group

management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with § 317 HGB and the EU Audit Regulation and in compli-

ance with German Generally Accepted Standards for Financial Statement Audits prom-

ulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material mis-

statement. Misstatements can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial state-

ments and this group management report.

We exercise professional judgment and maintain professional skepticism throughout

the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial

statements and of the group management report, whether due to fraud or error, de-

sign and perform audit procedures responsive to those risks, and obtain audit evi-

dence that is sufficient and appropriate to provide a basis for our audit opinions. The

risk of not detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional omis-

sions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit of the consoli-

dated financial statements and of arrangements and measures (systems) relevant to

the audit of the group management report in order to design audit procedures that

are appropriate in the circumstances, but not for the purpose of expressing an audit

opinion on the effectiveness of these systems.

Evaluate the appropriateness of accounting policies used by the executive directors

and the reasonableness of estimates made by the executive directors and related dis-

closures.

Conclude on the appropriateness of the executive directors’ use of the going con-

cern basis of accounting and, based on the audit evidence obtained, whether a mate-

rial uncertainty exists related to events or conditions that may cast significant

doubt on the Group’s ability to continue as a going concern. If we conclude that a

material uncertainty exists, we are required to draw attention in the auditor’s report

to the related disclosures in the consolidated financial statements and in the group

management report or, if such disclosures are inadequate, to modify our respective

audit opinions. Our conclusions are based on the audit evidence obtained up to the

date of our auditor’s report. However, future events or conditions may cause the

Group to cease to be able to continue as a going concern.

Evaluate the overall presentation, structure and content of the consolidated finan-

cial statements, including the disclosures, and whether the consolidated financial

statements present the underlying transactions and events in a manner that the

consolidated financial statements give a true and fair view of the assets, liabilities,

190

financial position and financial performance of the Group in compliance with IFRSs

as adopted by the EU and the additional requirements of German commercial law

pursuant to § 315e Abs. 1 HGB.

Obtain sufficient appropriate audit evidence regarding the financial information of

the entities or business activities within the Group to express audit opinions on the

consolidated financial statements and on the group management report. We are re-

sponsible for the direction, supervision and performance of the group audit. We

remain solely responsible for our audit opinions.

Evaluate the consistency of the group management report with the consolidated fi-

nancial statements, its conformity with German law, and the view of the Group’s po-

sition it provides.

Perform audit procedures on the prospective information presented by the execu-

tive directors in the group management report. On the basis of sufficient appropri-

ate audit evidence we evaluate, in particular, the significant assumptions used by

the executive directors as a basis for the prospective information, and evaluate the

proper derivation of the prospective information from these assumptions. We do

not express a separate audit opinion on the prospective information and on the as-

sumptions used as a basis. There is a substantial unavoidable risk that future events

will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other mat-

ters, the planned scope and timing of the audit and significant audit findings, includ-

ing any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have com-

plied with the relevant independence requirements, and communicate with them all

relationships and other matters that may reasonably be thought to bear on our inde-

pendence, and where applicable, the related safeguards.

From the matters communicated with those charged with governance, we determine

those matters that were of most significance in the audit of the consolidated financial

statements of the current period and are therefore the key audit matters. We describe

these matters in our auditor’s report unless law or regulation precludes public disclo-

sure about the matter.

OTHER LEGAL AND REGULATORY REQUIREMENTS

Further Information pursuant to Article 10 of the EU Audit Regulation We were elected as group auditor by the annual general meeting on 27 April 2018. We

were engaged by the supervisory board on 20 August 2018. We have been the group

auditor of the Renk Aktiengesellschaft, Augsburg, without interruption since the fi-

nancial year 2010.

We declare that the audit opinions expressed in this auditor’s report are consistent

with the additional report to the audit committee pursuant to Article 11 of the EU Au-

dit Regulation (long-form audit report).


GERMAN PUBLIC AUDITOR RESPONSIBLE FOR THE ENGAGEMENT The German Public Auditor responsible for the engagement is Holger Graßnick.

Munich, February 8, 2019

PricewaterhouseCoopers GmbH

Wirtschaftsprüfungsgesellschaft

Klaus Schuster Holger Graßnick

Wirtschaftsprüfer Wirtschaftsprüfer

(German Public Auditor) (German Public Auditor)

192


€ million 20131) 2014 2015 2016 2017 2018

Order intake 504 666 483 486 434 529

Germany 196 137 181 173 153 127

Outside Germany 308 529 301 313 281 402

Sales revenue 485 480 487 496 469 502

Germany 168 153 147 200 147 162

Outside Germany 317 327 339 296 322 340

Order backlog Dec. 31 648 827 812 799 748 774

Germany 323 295 297 256 242 207

Outside Germany 325 532 515 543 506 567

Employees Dec. 31

Headcount 2,306 2,196 2,198 2,205 2,235 2,319

Core workforce employees on Dec. 31 2,199 2,112 2,087 2,194 2,203 2,275

Capital expenditures and financing

Payments to acquire property, plant and equipment and intangible assets 27 38 41 25 19 35

Depreciation of property, plant and equipment, amortization of intangible assets and impairment 16 17 21 19 19 19

Cash flows from operating activities 85 35 101 57 25 35

Net cash flow 56 (3) 60 32 1 2

Key performance indicators (%)

Operating return on sales 13.5 15.0 14.0 13.5 12.8 12.0

Equity ratio 52.1 55.6 54.2 55.1 60.3 59.7

Key performance indicators for RENK shares

Earnings per share as per IAS 33 (in €) 6.39 7.17 6.14 6.50 6.30 6.25

Dividend per share (in €) 2.00 2.20 2.20 2.20 2.20 2.20

Price-earnings ratio 13.07 11.66 17.05 15.51 17.94 18.08

Balance Sheet

Noncurrent assets 163 185 207 214 215 230

Inventories 157 179 171 182 181 197

Other current assets 94 155 170 98 106 135

Cash and cash equivalents 167 70 117 214 199 186

Equity 303 327 360 390 422 450

Pensions 9 25 16 15 11 16

Other non-current liabilities and provisions 10 9 8 11 13 9

Contract liabilities 2) 133 110 154 168 142 162

Other current liabilities and provisions 126 118 127 124 113 116

Total assets/total capital 581 589 665 708 700 753

Income statement

Sales revenue 485 480 487 496 469 502

Cost of sales (377) (362) (377) (376) (364) (383)

Gross profit 108 118 109 120 106 119

Other expenses and income (43) (46) (42) (53) (46) (59)

Operating profit (EBIT) 66 72 68 67 60 60

Net interest income 0 0 (4) (2) 1 1

Profit before taxes 66 72 64 65 61 62

Income tax expense (23) (23) (22) (21) (18) (19)

Profit after tax 43 49 42 44 43 43

1) Adjusted in 2013 due to the retroactive amendment to IAS 19 (2011). 2) New statement of financial position item in accordance with IFRS 15 (previous year: “Prepayments received”). Please see “New and revised

accounting pronouncements and methods”.

Six-year Overview

194


196


Products and Services

Vehicle Transmissions Fully automatic shift, reverse and steering transmissions with brake systems and final

drives for tracked vehicles of medium and large weight classes.

Industrial gears Gear units for cement plants, spur and planetary gear units for turbomachinery, in

particular for the petrochemical industry and for power plants, high-performance gear

units for the plastics industry, gear units for wind turbines.

Marine gear units Gear units for merchant vessels, ferries, cruise liners and naval craft with diesel engine

or turbine drive and electric drive, marine reversing gear units, reduction and control

gear units for ship generator systems.

Slide Bearings Standard and special horizontal and vertical slide bearings for electrical machinery,

blowers, compressors, pumps, turbines and general mechanical engineering, slide

bearings for transmissions, marine shaft bearings and thrust bearings.

Couplings Curved-tooth couplings for industrial applications of all kinds, for ship and marine en-

gineering, for rail vehicles, steel multi-disc clutches for slow- and high-speed indus-

trial systems, diaphragm couplings for high-speed machinery, safety couplings, tor-

sionally flexible couplings.

Test systems Test rigs for development and quality assurance for the automotive industry, the avia-

tion industry and railway engineering.

202

Produced with firesys

www.firesys.de


Gögginger Str. 7386159 Augsburg, GermanyPhone: +49 821 5700-0Fax: +49 821 5700-460

www.renk-ag.com

Date post:	06-Feb-2020
Category:	Documents
Upload:	others
View:	7 times
Download:	1 times

Annual Report 2018 RENK Aktiengesellschaft · Audit report for the consolidated financial...

Documents