SEM picture of a diatom
Nature achieves maximum efficiency with minimalenergy and clever structures – economically andecologically.
As a premium partner to companies in the area ofinternal logistics Interroll has been working withenergy-efficient lightweight designs for decades.

I n t e r r o l l A NN U A L RE P ORT 2 0 1 2

Front page:

Interroll Group profile

A NN U A L RE P ORT 2 0 1 2Interroll is one of the world’s leading manufacturers in the fields of unit-load handling, internal logistics andautomation. Its products are used primarily in the areas of food processing, airport logistics, courier/express/
postal services, distribution and in various segments of industry. They include easy-to-integrate drive solutions
such as drum motors for belt conveyors, conveyor rollers and DC-powered rollers for conveyor systems;
gravity-driven flow storage modules for compact pallet and container racking systems in distribution centres;
crossbelt sorters, belt curves and other user-friendly conveyor modules for cost-efficient material flow systems.
Interroll serves more than 23 000 customers, mainly regional plant manufacturers and engineering firms aswell as system integrators, multinationals and end-users. Interroll has 1 500 employees working at 29 enterprises around the globe and is listed on the SIX Swiss Exchange. Managed by a strategic holding company, basedin Sant’Antonino, Switzerland, the Group is split into two global business divisions: “Global Sales & Service”
markets and distributes the full range of Interroll products in line with customer requirements; “Products &Technology” oversees seven global Centres of Excellence, two regional Centres of Excellence and four otherproduction facilities, with responsibilities ranging from R&D, global product management and strategicpurchasing to production technology and manufacturing.
www.interroll.com

SEM picture of a diatom
Nature achieves maximum efficiency with minimalenergy and clever structures – economically andecologically.
As a premium partner to companies in the area ofinternal logistics Interroll has been working withenergy-efficient lightweight designs for decades.

I n t e r r o l l A NN U A L RE P ORT 2 0 1 2

Front page:

Interroll Group profile

A NN U A L RE P ORT 2 0 1 2Interroll is one of the world’s leading manufacturers in the fields of unit-load handling, internal logistics andautomation. Its products are used primarily in the areas of food processing, airport logistics, courier/express/
postal services, distribution and in various segments of industry. They include easy-to-integrate drive solutions
such as drum motors for belt conveyors, conveyor rollers and DC-powered rollers for conveyor systems;
gravity-driven flow storage modules for compact pallet and container racking systems in distribution centres;
crossbelt sorters, belt curves and other user-friendly conveyor modules for cost-efficient material flow systems.
Interroll serves more than 23 000 customers, mainly regional plant manufacturers and engineering firms aswell as system integrators, multinationals and end-users. Interroll has 1 500 employees working at 29 enterprises around the globe and is listed on the SIX Swiss Exchange. Managed by a strategic holding company, basedin Sant’Antonino, Switzerland, the Group is split into two global business divisions: “Global Sales & Service”
markets and distributes the full range of Interroll products in line with customer requirements; “Products &Technology” oversees seven global Centres of Excellence, two regional Centres of Excellence and four otherproduction facilities, with responsibilities ranging from R&D, global product management and strategicpurchasing to production technology and manufacturing.
www.interroll.com

Key Figures of the Interroll Groupin CHF. million, if not noted differently

Imprint

2012

2011

2010

2009

Sales according to product group

Publisher
Interroll Holding AG

Incoming orders/net sales

Total net sales 2012307.2 Mio. CHF

Total incoming orders

302.6

288.7

285.2

238.9

Drives

99.3

95.1

97.9

82.9

Rollers

80.4

83.2

79.2

73.3

Conveyors & Sorters

69.3

42.8

52.1

33.6

Pallet- & Carton Flow

58.1

50.8

53.9

44.3

Total net sales

307.2

271.9

283.1

234.0

EBITDA

41.1

36.2

35.8

18.8

in % of net sales

13.4

13.3

12.6

8.0

EBITA

30.3

25.7

24.8

8.0

in % of net sales

9.9

9.5

8.8

3.4

Via Gorelle 36592 Sant’Antonino, Switzerland
Drives 32.3 %Phone: +41 91 850 25 25

Rollers 26.2 %Fax: +41 91 850 25 05

Conveyors & Sorters 22.6 %www.interroll.com

Pallet- & Carton Flow 18.9 %

www.interroll.com/ir (Investor Relations)

Profitability

Net profit

19.4 Mio. CHF
Operating cash flow

38.2 Mio. CHF

Return on Net Assets

12.1 %

Phone: +41 91 850 25 25
investor.relations@interroll.com

EBIT

24.8

20.4

20.4

3.1

8.1

7.5

7.2

1.3

This Annual Report is also available in English.

Net profit

19.4

18.2

14.4

5.7

The German version is binding.

in % of net sales

6.3

6.7

5.1

2.4

Europe, Middle East, Africa 70.1 %Americas 18.4 %Cash Flow
Operating cash flow

38.2

14.5

18.7

Asia-Pacific 11.5 %20.4

in % of net sales

12.4

5.3

6.6

8.7

Free cash flow

30.2

–5.6

–8.5

–6.0

in % of net sales

9.8

–2.1

–3.0

–2.6

Total investments/capital expenditures

10.6

19.6

26.4

22.9

226.9

239.2

211.3

215.7

Goodwill in % of equity

5.6

6.3

7.3

8.3

Net financial assets (debts)

Total assets

159.4 Mio. CHF

Lorenz G. Köhler

Sales according to geographical markets

in % of net sales

Balance sheet

EquityContact

8.7

–17.6

–12.9

–4.2

Gearing (net debts/equity)

–

0.12

0.10

0.03

Indebtedness factor (net debts/cash flow)

–

1.21

0.69

0.20

Equity

159.4

143.3

127.5

133.0

Equity ratio (equity in % of assets)

70.2

59.9

60.3

61.7

Return on equity (in %)

12.8

13.4

11.1

4.3

RONA (Return on Net Assets, in %)

12.1

9.9

10.4

1.6

Average number of employees

1 420

1 340

1 255

1 206

Net sales per employee (in thousands CHF)

216

203

226

194

Productivity (Added value/total personnel expenses)

1.92

1.77

1.98

1.66

Other key figures

Interroll share price development compared with SPI/SXGE
34.65%

375

25.67%

350

16.70%

325

7.72%

300

-1.26%

275-10.23%

250

2012

Feb

Mrz

Apr

Mai

Jun

Jul

Aug

Sep

Okt

Nov

Dez

Project management
Interroll Holding AG, Investor Relations
Concept and design
Media Office Network
Hans-Peter Ott, Dormagen (Germany) | Jürgen Kosmalla, Cologne (Germany)
Layout & DTP financial section
gateB AG | Communication Engineering, Steinhausen (Switzerland)© Swissquote

Interroll share

Printing

SPI/SXGE

Share price on 31.12.2011: CHF 279 Share price on 31.12.2012: CHF 333

paffrath print & medien gmbh, Remscheid (Germany)
Cover picture

Further information for investors on page 146.

Diatom: © Manfred P. Kage/OKAPIA KG

Key Figures of the Interroll Groupin CHF. million, if not noted differently

Imprint

2012

2011

2010

2009

Sales according to product group

Publisher
Interroll Holding AG

Incoming orders/net sales

Total net sales 2012307.2 Mio. CHF

Total incoming orders

302.6

288.7

285.2

238.9

Drives

99.3

95.1

97.9

82.9

Rollers

80.4

83.2

79.2

73.3

Conveyors & Sorters

69.3

42.8

52.1

33.6

Pallet- & Carton Flow

58.1

50.8

53.9

44.3

Total net sales

307.2

271.9

283.1

234.0

EBITDA

41.1

36.2

35.8

18.8

in % of net sales

13.4

13.3

12.6

8.0

EBITA

30.3

25.7

24.8

8.0

in % of net sales

9.9

9.5

8.8

3.4

Via Gorelle 36592 Sant’Antonino, Switzerland
Drives 32.3 %Phone: +41 91 850 25 25

Rollers 26.2 %Fax: +41 91 850 25 05

Conveyors & Sorters 22.6 %www.interroll.com

Pallet- & Carton Flow 18.9 %

www.interroll.com/ir (Investor Relations)

Profitability

Net profit

19.4 Mio. CHF
Operating cash flow

38.2 Mio. CHF

Return on Net Assets

12.1 %

Phone: +41 91 850 25 25
investor.relations@interroll.com

EBIT

24.8

20.4

20.4

3.1

8.1

7.5

7.2

1.3

This Annual Report is also available in English.

Net profit

19.4

18.2

14.4

5.7

The German version is binding.

in % of net sales

6.3

6.7

5.1

2.4

Europe, Middle East, Africa 70.1 %Americas 18.4 %Cash Flow
Operating cash flow

38.2

14.5

18.7

Asia-Pacific 11.5 %20.4

in % of net sales

12.4

5.3

6.6

8.7

Free cash flow

30.2

–5.6

–8.5

–6.0

in % of net sales

9.8

–2.1

–3.0

–2.6

Total investments/capital expenditures

10.6

19.6

26.4

22.9

226.9

239.2

211.3

215.7

Goodwill in % of equity

5.6

6.3

7.3

8.3

Net financial assets (debts)

Total assets

159.4 Mio. CHF

Lorenz G. Köhler

Sales according to geographical markets

in % of net sales

Balance sheet

EquityContact

8.7

–17.6

–12.9

–4.2

Gearing (net debts/equity)

–

0.12

0.10

0.03

Indebtedness factor (net debts/cash flow)

–

1.21

0.69

0.20

Equity

159.4

143.3

127.5

133.0

Equity ratio (equity in % of assets)

70.2

59.9

60.3

61.7

Return on equity (in %)

12.8

13.4

11.1

4.3

RONA (Return on Net Assets, in %)

12.1

9.9

10.4

1.6

Average number of employees

1 420

1 340

1 255

1 206

Net sales per employee (in thousands CHF)

216

203

226

194

Productivity (Added value/total personnel expenses)

1.92

1.77

1.98

1.66

Other key figures

Interroll share price development compared with SPI/SXGE
34.65%

375

25.67%

350

16.70%

325

7.72%

300

-1.26%

275-10.23%

250

2012

Feb

Mrz

Apr

Mai

Jun

Jul

Aug

Sep

Okt

Nov

Dez

Project management
Interroll Holding AG, Investor Relations
Concept and design
Media Office Network
Hans-Peter Ott, Dormagen (Germany) | Jürgen Kosmalla, Cologne (Germany)
Layout & DTP financial section
gateB AG | Communication Engineering, Steinhausen (Switzerland)© Swissquote

Interroll share

Printing

SPI/SXGE

Share price on 31.12.2011: CHF 279 Share price on 31.12.2012: CHF 333

paffrath print & medien gmbh, Remscheid (Germany)
Cover picture

Further information for investors on page 146.

Diatom: © Manfred P. Kage/OKAPIA KG

Highlights 2012

Highlights 2012	On a profitable growth course	Cooperation with the Swiss Formula One teamInterroll increases sales in fiscal 2012 by 13 percent to

Sauber and Interroll recognize shared values and agree

307.2 million Swiss francs. Operating profit EBIT rises

to exchange ideas.

by more than 21 percent.
F ood industry award	Success in the Far East

In March, Interroll receives the gold medal for its new

In Asia, Interroll reports double-digit growth in 2012.

synchronous drum motor as part of the International

Sales increase by 24 percent in China alone.

FoodTec Award 2012.

Airports trust Interroll

	Investment in South America

Today, nearly 80 percent of the worldwide installed baggage

Interroll’s Brazilian subsidiary moves into a large office andcontrol systems are powered by Interroll drum motors.

production facility in São Paolo and wins a contract fromthe international market leader Heinz.

	Greater share of retail market
Worldwide, six out of ten supermarket checkout terminals

	SAP expansion reaches a new phase

now have conveyors powered by Interroll technology.

Since October, 22 Interroll companies have been using
this important software solution.

	ConveyorControl technology introduced
At LogiMAT in Stuttgart, Interroll introduces its newS afety separator makes dynamic storage more securecontrol concept for 24 volt conveyor technology – a highlyInterroll innovation helps prevent typical forklift accidents.

flexible and energy efficient system that is easy to install.
	Presentation of new Intelliveyor module	Experts meet to discuss at Interroll

Interroll introduces the new Intelliveyor portfolio,

The Interroll booth at the LogiMAT trade event serves as

expanded with belt conveyor modules for more productive,

a forum for efficient logistic solutions of the futurezero-pressure conveyor technology.

	Expansion in the U.S.

	Improved customer communications

Atlanta serves as a regional competence centre for North

The new Interroll customer magazine spotlights key market

America. Conveyor technology products and dynamic

topics and trends and offers background reports on topics

storage modules are manufactured here for the North

concerning movement.

American market and other specific export markets.

1

Contents

Contents

Inspired by Efficiency

3

Report by the Board of Directors and Group Management

4Group Management

8

Review of the Financial Year

10

Review of Regional Performance

14

People16
Climate of Excellence

19

Interview with Paul Zumbühl

20Rollers & RollerDrives

24

RollerDrives & Controls

26

Industrial Drum Motors

28

Conveyors & Sorters

30

Dynamic Storage

32

Interroll Production System

34

Interroll Research Centre

36Interroll Corporate Marketing

38

Interroll Career Opportunities

40

References422

Corporate Governance

49

Financial statements of Interroll Group

72

Financial statements of Interroll Holding Ltd.

133

Inspired by Efficiency

Our claim ‘Inspired by Efficiency’ refers not only to the benefits customers can
expect from Interroll solutions. Products and solutions provided by Interroll enablecom­panies to do business more profitably, reduce their environmental footprint
and generate sustainable growth. Interroll also places a strong emphasis on its own
resource efficiency.
Working with our own just-in-time production system, we help our customers
optimise their supply chains, allowing them to focus on what they do best. System
integrators and OEMs around the world profit from Interroll’s manufacturing
capability in the area of conveyor rollers and other silent, state-of-the-art products.

3

Report by the Board of Directors and Group Management

Report by the Board of Directors
and Group Management

Dear Shareholders and Business Associates,
The Interroll Group's net sales saw encouraging growth in thefinancial year 2012, rising by 13.1 % in local currency and by
13.0% in the currency of consolidation to a total of CHF 307.2
million (2011: CHF 271.9 million). We recorded a year-on-yearincrease in order intake of 4.7% in local currency and 4.8% in
the currency of consolidation, taking this figure to CHF 302.6
million (2011: CHF 288.7 million). Net profit increased from
CHF 18.2 million in 2011 to CHF 19.4 million in the period
under review. At CHF 38.2 million, the Group's cash flow was
also extremely healthy.
Kurt Rudolf
Chairman of the Board of Directors

All product groups contributed to this encouraging performance. Interroll significantly increased its market share in the
cutting-edge field of 24 volt roller conveyor technology. The“Conveyors & Sorters” and “Pallet & Carton Flow” productgroups also exceeded expectations. The supply of additionalsorters to China Post and Amazon, as well as dynamic storage
solutions for Procter & Gamble and Red Bull, were among thelarger projects in these areas during 2012. Interroll achieved
double-digit growth in Asia, including an impressive 24% gainin the Chinese market. In North America, excluding the major
project carried out for Canada Post in 2011, net sales remained
stable year on year.

Paul Zumbühl
CEO

At a glance: The Interroll Group's net sales saw encouraging
growth in the financial year 2012, rising by 13.0% to a total of
CHF 307.2 million. Net profit increased to CHF 19.4 million.
Benefiting from its solid financial base, Interroll made a numberof significant investments, the focus being on strategic projects
aimed at delivering future growth and profitability.
4

Report by the Board of Directors and Group Management

Benefiting from its solid financial base, Interroll made aseries of training sessions and dedicated workshops. Mean-

number of significant investments over the course of 2012, thewhile, sales and marketing teams in Asia were given compre-

focus being on strategic projects aimed at delivering future

hensive training with regard to our products and the specificgrowth and profitability. Capital expenditure was directed

requirements of particular customer groups. Implementation

principally at specific geographical markets, innovation andof the Interroll Production System (IPS) continued apace. This

the rollout of SAP across the Group.

promises to ensure high productivity throughout the globe andStrengthening of geographical markets

the speedy delivery of premium-quality products.

Potential for future growth in the USA and Asia was a par-Investment in innovation and products

ticular focus during 2012. Interroll began construction of a

The launch of new control systems for energy-efficient roller

state-of-the-art manufacturing facility in Atlanta, Georgia,

conveyors at the 2012 LogiMAT trade fair in Nuremberg justi-

which will extend capacity for the production of dynamic

fied the investment in these products. Indeed, the new control

storage solutions and enable a faster response to customer

devices have already proven extremely successful in satisfy-

demands. As an Interroll Regional Centre of Excellence, theing market requirements. The control systems used in the

new plant, due to open at the end of 2013, will manufacture

ConveyorControl range significantly reduce the effort required

motorised material handling products and dynamic storage

on the part of plant manufacturers in the installation and pro-modules for both North American customers and for specificgramming of roller conveyors. They can also deliver a marked

export markets. Interroll has had a strategic presence in

reduction in the user's cost base and provide long-term

Atlanta since acquiring BMW Metal Products in 2009. As theflexibility to adapt conveyor systems to meet future demands.

second Regional Centre of Excellence in the United States, theThe success of this product has been confirmed by a tangible

new facility will complement the product and service port-

increase in market share. Interroll also invested during thefolio offered by the plant at Wilmington, North Carolina. In

financial year in the development of a new product platform,

the period under review, Interroll also restructured its sales

with the aim of more effectively targeting market segments thatorganisation to facilitate rapid expansion in the American mar-have previously received less focus and of massively reducing

ket. Our expanded team received extensive training to provide

delivery times. The new platform is due to be launched in mid-an even better insight into specific customer groups and their2014. Interroll made strong progress in the area of crossbelt

particular requirements. Meanwhile, Interroll also invested insorters, our ambition being to provide customers and end-us-

the expansion of its South American market, including moving

ers with increasingly intuitive solutions.

its operations to larger premises near the centre of São Paolo toallow more intense business development and the streamlining

Global standardisation of processes and dataof processes.

Another of Interroll's key strategic projects during 2012
was the company-wide implementation of the uniform SAP

Interroll's Regional Centre of Excellence in Suzhou, China,

software platform. A further six Interroll companies went live

significantly expanded its local manufacture of crossbelt

with the second stage of the SAP project as planned in Octobersorters and other key products for rapid delivery to customers

2012. Standardisation of business processes and data across thein China, South Korea, Japan and the South-East Asian region.

Group is of fundamental strategic importance for Interroll, as

The local Applications Engineering team in China was further

it facilitates a more efficient service to customers and allows

strengthened. The Interroll Centre of Excellence for Subsys-

new products to be rolled out more quickly at a global level.

tems and Sorters in Sinsheim (Germany) was heavily involved

Thus, SAP puts Interroll in the position to build its long-termin transferring knowledge to our operations in Suzhou, using a

productivity and to strengthen its position in the market.

5

Report by the Board of Directors and Group Management

Promoting our corporate culture –'Climate of Excellence'

users of conveyor and material handling systems. Key topics

Every one of our customers should think of Interroll as anments and, most importantly, simplicity of operation. Interroll's“excellent” business partner. This is the objective of our cor-commitment to innovation adds value by putting these cus-porate culture, and Interroll made welcome progress in thistomer requirements at the heart of its intralogistics technology.

regard during the year under review. The Interroll Production

To aid this process, Interroll forged relationships with leading

System (IPS) mentioned earlier was rolled out and establisheduniversities during the year under review, taking advantage ofmore widely within the Group, ensuring rapid worldwide

their objective, scientific research into these areas, so that they

delivery of premium-quality products and continual increases

can be considered in a sound, evidence-based way. Interroll

in cost efficiency. An important aspect of the IPS is the use

maintained a particularly close dialogue with Leibniz Uni-

of Kaizen, a philosophy aimed at continual improvement

versität in Hannover, Karlsruher Institut für Technologie andof industrial processes, steadily driving up product quality.

Southeast University Nanjing in China. During the year underDuring the year under review, Interroll further integrated

review, Interroll also delivered presentations on specialist topics

Kaizen methodology within those sites where it was alreadyat trade fairs, such as LogiMAT in mid-March in Stuttgart,in use, whilst targeting the next wave of plants to adopt thewhere new solutions for resource-efficient logistics of the future

methodology.

were a focus of the expert forum “Efficiency and Sustainability

include energy efficiency, the desire to reduce space require-in Logistics”, held at the Interroll exhibition stand.
Interroll also believes in looking at role models beyond theintralogistics sector to help foster its Culture of Excellence andCommunication and marketing

to build its reputation as a technology leader. A good example

Interroll's marketing platform was used during the year underof this is our partnership with the Sauber F1 team, which camereview both for product promotions and to make regular con-into effect in October 2012. Both companies manage global

tributions to the debate surrounding issues of concern to theoperations from their headquarters in Switzerland, striving

industry, such as those mentioned above. Both traditional andfor the highest standards as leading players in an exception-

digital media were used heavily for this purpose. Interroll's

ally competitive environment. Precision, reliability and speed

customer magazine was relaunched under the title “moving”

are shared strategic values and are of critical importance for

and with an entirely new concept. The magazine, distributed

the success of both companies. Both Sauber and Interroll areglobally, discusses topics of interest to the industry, reflects

acknowledged for having a clear focus on their respective busi-

trends and includes background articles looking at the con-ness models and on outstanding process management. Bothcept of “movement” from unusual perspectives.

companies understand the importance of an attractive working
environment, surrounded by innovation and creativity, for

Newly introduced YouTube videos showing Interroll prod-

recruiting the best talent and attaining the highest levels ofucts in action have established themselves as a perfect tool

efficiency. Interroll's customers get to look behind the scenes ofwithin our marketing mix. Even short clips can be used toa Formula 1 team through workshops and events, either at Sau-

demonstrate the benefits of key Interroll products in logistics

ber's headquarters or with Sauber F1 representatives visiting

facilities.

Interroll. More such events are planned for this year.
The results of a survey carried out during the year under6

A further aspect of the creation of a “Climate of Excellence”

review prove beyond doubt that Interroll is on the right track.

during the year under review was investment in new ways of

One of the conclusions from a questionnaire regarding con-looking at issues and industry trends that are of concern toveyor modules, carried out among a representative sample ofReport by the Board of Directors and Group Management

400 customers worldwide, was that Interroll has gained a rep-sites faced the additional challenge of the second phase of theutation as a cutting-edge technology leader and for creating

strategically important SAP project, ensuring that it success-value through innovation.

fully came online in the autumn.

Distribution of reserves from
capital contributions

OutlookIn view of the continuing financial stability of the company

whilst remaining prepared for the many eventualities thatand the encouraging results from the financial year just ended,

may arise in the precarious economic climate to which we

the Board of Directors is proposing to the AGM on 10 May

are exposed. Further new products are scheduled for roll-out

2013 a year-on-year increase in distribution of reserves fromin 2013. An economic slowdown is expected throughout thecapital contributions, from CHF 7.00 a year ago to CHF 8.00

whole of Europe, affecting not only the states on its southern

per Interroll share. The distribution of reserves from capital

periphery. We are redoubling our efforts to take advantage ofcontributions to shareholders (in place of a dividend) is not

Asia's great potential. In line with the cautiously optimistic

normally taxable.

prognosis for the American market, we are expanding further

Thank you to our employees

Interroll has entered the current financial year with optimism,

our presence in the region. Similarly, we remain focused on
concentrating our resources in those dynamic markets where

The Board of Directors and Group Management would likethe greatest potential exists for streamlining internal logistics,

to thank all members of staff for their extraordinary efforts

for instance food processing, airport infrastructures, courier/and individual contributions to the excellent results reported

parcel/postal services, distribution and manufacturing. We

for the financial year. Customers across the globe tell us how

will continue to invest in cutting-edge technology to remainmuch they value Interroll going the extra mile. In all areasat the forefront of our industry. Ongoing training for ourof the business, our employees are playing an active role inglobal network on topics from customer service to cost effec-

creating a Climate of Excellence to build enduring commer-

tiveness will enable us to offer above-average added value tocial relationships. Alongside normal day-to-day activities, six

our customers.

Kurt Rudolf
Chairman of the Board of Directors

Paul Zumbühl
Chief Executive Officer

7

Group Management

Dr. Christoph Reinkemeier
Executive Vice President
Global Sales & Service,since 2011 with Interroll

8

Dr. Ralf Garlichs
Executive Vice President
Products & Technology,
since 2006 with Interroll

Jens Karolyi
Vice President
Corporate Marketing,since 2011 with Interroll

Paul Zumbühl
CEO Interroll Group,
since 2000 with Interroll

Group Management

Kwang-Heng Seng
Executive Vice President Asia,
since 1988 with Interroll

Daniel Bättig
CFO, since March 1, 2013
with Interroll

Tim McGill
Executive Vice President Americas,
since 1990 with Interroll

9

Review of the Financial Year

Review of the Financial YearSales and order intake

Net sales

The Interroll Group delivered an encouraging performance+13 %in fiscal 2012 when it came to extending its position within
the market. The company saw net sales rise by 13.1% in local
currency and by 13.0% in consolidated currency in the 2012

283.1

271.9

2010

2011

234.0

307.2

financial year, taking the total figure to CHF 307.2 million(2011: CHF 271.9 million). Compared to the previous year,
order intake increased by 4.7% in local currency. Expressed inconsolidated currency, order intake expanded by 4.8% to CHF
302.6 million (2011: CHF 288.7 million). This solid perfor-

2009

2012

Net sales of the Interroll Group in million CHF

mance was underpinned by all product groups.

Earnings
Earnings before interest, taxes, depreciation and amortisation

Net profit(EBITDA) rose by 13.5% year on year from CHF 36.2 million+6.6 %

to CHF 41.1 million. The Group's EBITDA margin edged up
from 13.3% to 13.4%.

18.2

19.4

14.4

Earnings before interest and taxes (EBIT) increased by 21.7%

5.7

in the period under review, up from CHF 20.4 million to
CHF 24.8 million. The EBIT margin rose to an encouraging
8.1%, up from 7.5% a year ago. For the first time, the EBIT fig-

2009

2010

2011

2012

Net profit in million CHF

ure included SAP-related amortisation expense for a full annual
period, totalling CHF 2.9 million (second half of 2011: CHF 1.2
million). Profit for the year rose from CHF 18.2 million in fiscal
2011 to CHF 19.4 million in the period under review.

EBITDA

EBIT+13.5 %

41.1
35.8

12.6%

+21.7 %

36.2
13.3%

13.4%

18.8

20.4

7.2%

7.5%

2010

2011

8.1%

1.3%
2010

2011

2012

Operating earnings before interest, taxes, depreciation, and amortization) of net sales(EBITDA) or in % (

10

20.4

3.1

8.0%

2009

24.8

2009

2012

Operating earnings before interest and taxes (EBIT) in million CHF) of net sales
or in % (Review of the Financial Year

Financial position

Operating cash flow

The balance sheet of the Interroll Group bears testimony to+163 %

the sustained financial stability of the Interroll Group. As at

38.2

31 December 2012, equity amounted to CHF 159.4 million(31.12.2011: CHF 143.3 million), while the balance sheet total
stood at CHF 226.9 million (31.12.2011: CHF 239.2 million).

20.4

The equity ratio at the end of 2012 was up substantially year on

18.7
14.5

year to 70.2% (31.12.2011: 59.9%).
At CHF 40.3 million (31.12.2011: CHF 45.1 million), current
assets saw a tangible improvement in the period under review.
Furthermore, Interroll generated strong operating cash flowin the financial year just ended. It increased significantly

2009

2010

2011

2012

Operating cash flow in million CHF

from CHF 14.5 million in the 2011 financial year to CHF
38.2 million in the year under review, i.e. 12.4% of net sales.
Whereas the Group had recorded net debt of CHF 17.6 million
in 2011, it posted net financial assets of CHF 8.7 million as at
31 December 2012. Free cash flow increased markedly from

Equity+11.2 %

CHF –5.6 million to CHF 30.2 million.

143.3

133

127.5

61.7%

60.3%

59.9%

2009

2010

2011

159.4
70.2%

The investments of CHF 10.6 million were directed at thecontinuous improvement of machinery and equipment, as well
as being used for the purpose of maintaining the Group's infrastructure. At the same time, Interroll invested in its new plantin Atlanta and in the company's SAP project.

Equity in million CHF or
Equity ratio (equity in % (2012) of assets)

Number of employees

+6 %
1 206

1 255

1 340

1 420

2009

2010

2011

2012

Average number of employees

11Review of the Financial Year

Product group “Drives”

ability to supply at short notice, Interroll has established a

The Drives product group (motors and drives for conveyor

formidable market position in the area of rollers too. In thesystems) maintained its forward momentum with sales of CHF

year under review, the company pressed ahead with its efforts

99.3 million in the year under review (2011: CHF 95.1 million).

to develop a conveyor roller solution that is quick to install

Order intake rose from CHF 98.0 million a year ago to CHF

and can be used for small-sized goods. The new product was

99.9 million in 2012.

launched at the end of the year. Interroll made substantial
investments in China, the focus being on more efficient andAt an event organised to coincide with the Anuga FoodTec

flexible conveyor roller production for the purpose of scaling

trade fair in Cologne at the end of March 2012, Deutsche Land-back delivery times.

wirtschafts-Gesellschaft (DLG) and the European Federationof Food Science and Technology (EFFoST) awarded Interroll

Product group “Conveyors & Sorters”

a gold medal for the company's Synchronous Drum Motor.

Sales generated within the Conveyors & Sorters product group

Developed as a hygienic drive solution, it is particularly wellexceeded expectations in the period under review, rising fromsuited to processing systems deployed in the food industry.

CHF 42.8 million to CHF 69.3 million. Order intake increased

Elsewhere, Interroll showcased its new controllers from theby 27.8% year on year, from CHF 50.0 million to CHF 63.9

ConveyorControl range – designed for energy-saving roller

million. Interroll received follow-up orders for sorters deployed

conveyors – at the international trade show for intralogistics

in systems operated by Amazon and China Post. In Japan, too,

LogiMAT in Stuttgart. The company managed to significantly

Interroll secured a contract for sorter technology to be incor-

increase its market share in the highly promising segment of

porated within systems run by Amazon. Alongside its excellent

24 volt roller conveyor technology in the period under review.

references in this area, combined with the many advantages

Product group “Rollers”

of Interroll's all-mechanical design concept, the company has
continued to benefit from the positive effects of its global sorter

At CHF 80.4 million, sales attributable to the Rollers productcampaign launched back in 2008. Orders received during 2012group remained largely unchanged year on year, but at a highfor conveyor modules used in the security zones of airports inlevel (2011: CHF 83.2 million). Interroll made significant

Europe and the Middle East were well above average.

strides in its R&D efforts centred around conveyor rollers
for the food industry. The Interroll Centre of Excellence

Recognising the positive impact that its new sales structure andfor Conveyor Rollers and RollerDrives in Wermelskirchen,more intensive cultivation of new customer segments have hadnear Cologne, came close to matching the significant levels

on its business, Interroll pressed ahead with product harmoni-of capacity utilisation seen in 2008. Drawing on its manysation within the area of conveyor modules. The primary objec-

years of expertise, together with its engineering heritage andtives: further reduction in delivery times, simplified design andSales of “Drives”

Sales of “Rollers”

99.3 Mio. CHF

80.4 Mio. CHF

References:

References:Heinz

SSI Schäfer

Itab

Knapp

Triumph International

TGW

Smiths Detection
Atlantic Zeiser
12

Review of the Financial Yearconsistent standardisation of all modules for hassle-free instal-engineers and operators of distribution centres around thelation on site. Additionally, the project is aimed at expanding

globe real added value and professional support for complex

Interroll's day-to-day business in the field of conveyor modules

decision-making processes. As part of the intralogistics traderelative to its project business, which is generally more cyclicalfair Manutention, which was held in Paris in November 2012,

in nature.

Interroll launched a new safety separator for dynamic storage

Product group “Pallet & Carton Flow”
The Pallet & Carton Flow product group saw its sales expand

systems. Equipped with a Time Plus function, the solution
designed for even simpler pallet extraction was nominated as
the most innovative product of the show.

by a substantial 14.4%, taking revenue from CHF 50.8 million ayear ago to CHF 58.1 million in the period under review. Order

Marketing and branding

intake also increased, up from CHF 54.0 million to CHF 58.1

In addition to pursuing innovation as an important goal, Inter-

million. A major project for Procter & Gamble in Crailsheimroll also stepped up its marketing and branding efforts during(Germany), encompassing around 20 000 pallet positions, wasthe year under review. Targeted sales campaigns were comple-

completed to the customer's full satisfaction; the modernised

mented by measures aimed at raising brand awareness. They

distribution centre was officially opened in June 2012. In

included an expert discussion forum on “Efficiency and Sus-

Asia, meanwhile, Interroll secured a further contract for flow

tainability in Logistics” at the LogiMAT trade fair in Stuttgart

storage systems to be supplied to Red Bull. In the Swiss canton(Germany). Attracting an international audience, the debateof Valais, Coop extended its distribution centre near Brig by

held at the Interroll stand focused on new solutions for the next

incorporating Interroll-designed flow storage technology. The

generation of resource-friendly logistics. Energy-efficient 24

distribution facility supplies mineral water to Coop storesvolt roller conveyor technology was one of the focal points at

throughout Switzerland.

international trade fairs in 2012. Interroll managed to gain asignificant share of the market in this area. Having established

Benefiting from its new sales organisation, Interroll managed

a partnership with the Sauber Formula 1 team, Interroll is now

to expand its global market share in the area of dynamic stor-

in a position to convey its core values as a technology leader

age applications. In 2012, Interroll published a White Paper on– speed, precision and reliability – through an entirely new

distribution centres for medium- and fast-moving goods based

communication channel and further cement them in the minds

on a study led by Leibniz Universität Hanover (Germany) andof key market players.

Southeast University Nanjing (China). The next step will be todevelop a simulation tool capable of computing key performance data of distribution centres. The rationale behind theWhite Paper and the project simulation tool is to offer design

Sales of “Conveyors & Sorters”

Sales of “Pallet & Carton Flow”

69.3 Mio. CHF

58.1 Mio. CHF

References:

References:

AmazonRed BullSmiths Detection

Procter & Gamble

Chinese Post

Coop

SingPost

Frito-Lay

Doha International Airport

Shoprite
13

Review of Regional Performance

Review of Regional Performance

Procter & Gamble, Crailsheim, Germany

ATTC Manufacturing, Inc., Tell City, Indiana/USA

Europe, Middle East, Africa

Americas

Europe recorded significant revenue growth in the reporting

Excluding the major project for Canada Post in 2011, net sales

period, with sales rising by 18.6% expressed in the currency

in North America remained relatively stable year on year atof consolidation. In local currency, sales increased by an even

CHF 56.6 million – despite challenging conditions and post-

more impressive 21.1%. Interroll achieved strong gains in mar-poned projects. Overall, business in this region is moving in an

ket share in Europe as a whole. The Group's significant revenue

encouraging direction. Interroll secured two follow-up orders

growth was driven in part by Central European customers

for projects related to Amazon. In North America, Interroll

whose systems are exported overseas.

pressed ahead with preparations to consolidate its production
activities in Atlanta and concentrate its flow storage business at

All product groups were able to make a positive contribution

this site. In South America, meanwhile, sales revenue was up

to growth. In 2012, Interroll celebrated the official opening

by around a third. Committed to further enhancing its serviceof its new sales office in Turkey to coincide with WIN trade

to customers, Interroll Brazil relocated to larger premises nearfair in Istanbul. Interroll has already secured several interest-

the centre of São Paolo.

ing projects relating to dynamic storage and intelligent roller
conveyors deployed at distribution centres in this burgeoning
market. Benefiting from a clearly defined corporate strategy
and marketing campaigns tailored to regional needs, Interroll
Spain managed to expand its sales revenue by 26% despite
the adverse effects of an economic recession. In particular,
the company was able to capture an additional share of themarket in the area of drum motors and checkout drives. In
South Africa, meanwhile, sales more than doubled in the year
under review, thanks to a sizeable contract for products to besupplied to one of the country's leading retailers.

14

Review of Regional Performance

Innovation: “Inspired by Efficiency”
Interroll embraces innovation as a means of streamlining
day-to-day logistical operations within companies, the prime
objective being to implement solutions that are fully tailoredto customer requirements. This begins with a commitment
to supplying our customers around the globe as quickly as
possible – with products of a consistently high quality no
Red Bull, Prachinburi (nearby Bangkok), Thailand

matter where they are deployed. As integral components ofmaterial handling systems, these products are designed to save
space, reduce energy consumption and improve cost structuresat an operational level. After all, efficiency is essential when it

Asia/Pacificcomes to conveying, storing, sorting and distributing goods
in high-performance logistical systems. The slogan “Inspired

Sales generated in Asia grew by 12.0% year on year, with China

by Efficiency” reflects Interroll's ambitions within this area.

surging ahead by an impressive 23.8%. Interroll Korea, Thai-

Not only does it express the motivation driving our own

land, China and Singapore secured a number of highly prom-

actions, it also illustrates our desire to inspire our customers

ising new contracts. China, for instance, has been working onwith solutions and technology designed to raise efficiency

a further project for sorters to be supplied to China Post. In

and productivity levels and, ultimately, companies' ability toThailand, meanwhile, Interroll received another order for acompete in a dynamic business environment. Interroll's global

flow storage system to be installed at a plant operated by Red

product management plays an instrumental part in achieving

Bull. Additionally, Interroll secured a contract for the supply

these ambitions. In recognition of its strategic importance, thisof sorters to an online operator based in Malaysia. In the Indo-area of our company also underwent restructuring as part ofnesian market, the company is working on a major project for

the new organisational measures introduced at the beginning

modules. Interroll will continue to invest heavily in the growthof 2011, the aim being to improve substantially the innovatory

market of Asia for the purpose of expanding its market share.

prowess of the Interroll Group at a global level. Networking

Elsewhere, however, Australia fell well short of expectations.

between production, sales, applications engineering, customers
and end-users, Interroll product managers play a pivotal rolein driving product innovation forward worldwide. Overseeing
clearly defined product areas, they are responsible for developing new solutions and capturing markets for new fields ofapplication, as well as tapping and establishing trends for the
purpose of exploiting market opportunities to the fullest extent
possible. In doing so, Interroll's global product management isalso instrumental in providing a vital stepping stone for futurebusiness, thus making a committed contribution to the pursuitof the Group's growth strategy on a day-to-day basis.

15

PeoplePeopleT

he financial year 2012 was largely defined by theoperational phase after the previous year's SAP rollout of Clus-

successful launch of the “Climate of Excellence” pro-ter 1, Interroll is now regularly asked to be a reference client forgramme as key part of our corporate culture. Custom-

SAP projects. Interroll has become one of the most importanters should come away from every contact with Interroll having

benchmarks with regard to SAP installations at Swiss medi-

experienced “excellence”: seeing real added value, beginningum-sized companies over the past five years.

with the advice about our product range, continuing throughto delivery, straightforward installation and, ultimately, theThe Interroll Production System (IPS) has been introduced

service received throughout.

into several Centres of Excellence and production facilities,
with the aim of maximising resources and continually increas-

In all areas and at all levels of the company, our colleagues haveing productivity. The IPS makes use of Japanese Kaizen prin-gone the extra mile to make this a reality, a fact demonstrated

ciples to achieve continual improvements in development andby repeat orders from clients including Amazon, Red Bull,

manufacturing processes. The term derives from the JapanesePepsiCo and Amway. Further evidence came during the year

“Kai” (change) and “Zen” (for the better) and embodies thefrom a questionnaire on conveyor modules, which surveyed aidea that small steps can result in significant changes. Kaizen

representative sample of 400 customers from around the world

also provides a platform for superior products that capture

and which confirmed that Interroll is now seen as a technology

the spirit of innovation. What makes the IPS so universallyleader. The awards won by our products are testament to ourapplicable and successful is that everyone, no matter at what

employees' capacity for innovation. The gold medal presented

level, can make a personal contribution to the process. Every

for Synchronous Drum Motors at the Anuga Food-Tec tradesuggested improvement, however small, is taken seriously, so

fair in Cologne is one of many examples.

every member of staff feels that they are playing a part in the

The further expansion of the SAP project and the rollout of
the Interroll Production System (IPS) were particularly clear
demonstrations of our team's commitment to a “Climate of
Excellence”. Their determination to compete with the very bestin the industry is boosting levels of ambition, motivation andsatisfaction in the workplace.
The second milestone of the SAP project was reached asplanned on 1 October 2012. Another six Group companies
in the USA, Denmark, Thailand, Singapore, Australia andSouth Africa successfully brought into service the strategicallyimportant ERP system, thanks to the extraordinary efforts andpersonal commitment of all involved. This means that standardised processes and data are now in use across 22 of Interroll's Group companies. An Interroll team comprising another
100+ employees contributed to the great success of this second
stage by attending workshops and training sessions, by taking
part in video conferences and by allocating time to individual preparation. As a result of the successful transition to theContinuously optimized: Interroll Production System (IPS)16

Peoplewider project. All of the small improvements to optimise pro-As a global company, Interroll has underlined the importancecesses combine to create maximum impact, whilst also improv-of ongoing training during the year under review, providing

ing the working environment at the same time. How else could

a wide variety of courses, workshops and other sessions. The

Interroll's Centre of Excellence for Conveyor Rollers and Roller

Interroll Academy continued to invest in the latest training

Drives have achieved record production levels of 720 000

and learning methods during the year. Sessions were delivered

conveyor rollers in April 2012? The site at Wermelskirchen,

at various sites worldwide, including sales training, productnear Cologne, was the first Interroll plant to introduce “Kaizen

education and other further education opportunities. Online

for Colleagues” during the year under review, in the form of acourses for flexible learning are regularly updated with details

state-of-the-art gym for the sole use of employees.

of the latest products; as well as technical topics, these online
training courses also cover MS Office applications, languages

The Kaizen Institute is supporting Interroll across a number ofand videos.

countries where required in order to help implement the IPS.
Our company is using this opportunity to invest in training

There were some changes in the Group Management: As ofcourses, spanning several months, which will enable employees

30th June 2012, Mr. Christian Hähni (Head of Corporate IT),to become Kaizen Managers. There is one Kaizen Manager for

and as of 30th November 2012 Mr. Jürg Häusermann (Chiefevery 50 employees; on a regular basis, this Kaizen Manager

Financial Officer) left the Group Management. The position

focuses 100% on the continual improvement process. Process“Head of Corporate IT” was not continued and filled as such.

Owners work alongside the Kaizen Managers and also devote

Mr. Daniel Bättig was appointed as new CFO and assumed hispart of their working time to these activities.

new position effective 1st March 2013.

On course for in-depth understanding of customer needs:
Interroll Academy

Top quality from Switzerland: Interroll technopolymer expertisefor global internal logistics

17

C l i m at e o f E x c e l l e n c e

18

C l i m at e o f E x c e l l e n c e

Climate of Excellence
People, technology and visions –Discover the world of Interroll

Contents
Interview with Paul Zumbühl

20Rollers & RollerDrives

24

RollerDrives & Controls

26

Industrial Drum Motors

28

Conveyors & Sorters

30

Dynamic Storage

32

Interroll Production System

34

Interroll Research Centre

36Interroll Corporate Marketing

38

Interroll Career Opportunities

40

References
Pearlwater Mineralquellen

42Procter & Gamble

44

Pemic Books

46

19

Interview“We want
to continue
growing
profitably”
Paul Zumbühl has been CEO of the global enterpriseInterroll Group since 2000. In an interview, the executive
talks about the 2012 business year, the group’s strategy andtechnology leadership in the market for internal logistics.

20

Interview

In fiscal 2012, Interroll increased net

In what business areas is Interroll particularly successful?

sales by 13 percent and operating profit
by more than 21 percent. What do you

Paul Zumbühl: The positive development affects all producthave to say about those results?

areas. We have grown our business with drives, rollers andconveyor modules as well as with dynamic storage and sorter

Paul Zumbühl: We are on the rightsolutions. All these product areas have also contributed topath. Our 1,500 employees haveearnings. Our cross-divisional operations are a key strength.

worked hard and served our customers

We are not dependent on special developments in any one

well. I am particularly pleased that webusiness field. In fact, with our innovative 24V drives, wehave been able to continue our profit-

have grown above average and significantly increased ourable course of the previous year. Our

market share. Demand for sorters and dynamic storage solu-

company creates sustainable growth.

tions has exceeded our expectations.

And that is no given in times of global
financial and economic crises.

How have your regional markets developed?

What is the reason for this success?

Paul Zumbühl: Despite a challenging economic environment,
we have been able to expand or at least maintain our market

Paul Zumbühl: There are definitely aposition in all global regions. We have grown particularly

number of factors. The most import-strong in Europe

ant one is that we never forget to

and Asia – by 24

thank customers for our success. As

percent in China

a manufacturer of capital goods, wealone. The Chinese

offer customers solutions that deliver

postal service

true value. With our help, they can

has meanwhilestrengthen their competitiveness. But

become a cus-they value our performance only iftomer. In China,

they become more competitive. I am

we are beginning to harvest the fruit of earlier investments

convinced of this again and again in

in our regional competence centres and new production sites

the many personal talks I have within Suzhou. At the same time, we continue to strengthen ourcustomers around the world. Wheninvolvement in the United States and Brazil. This strategy

it comes to efficiency and return on

not only accelerates our deliveries and allows us to benefit

investment in internal logistics, wefrom economies of scale with new products; we are also more

are the partner of choice today with aresistance to volatile currency rate fluctuations through ournumber of global market leaders suchoperations in the various currency zones.

“We aim to grow without
runaway costs. That is why
we have set a savings target of
10 million Swiss francs.”

as Amazon, Procter & Gamble and Red
Bull. We can be rightly proud of that.

How is globalization impacting Interroll?
Paul Zumbühl: As a supplier of logistics systems, we naturally
benefit from the growth of international trade. At the sametime, globalization is forcing our customers to invest in
strengthening their competitiveness. They are automating
their infrastructure, simplifying work processes and savingenergy. Add to that the growing popularity of e-commerce,
coupled with the trend to extend offers to customers thatare broad yet personalized. This requires intelligent, flexible

21

Interview

and efficient conveyor solutions. The rapid development ofin research and development to ensure our market leadership.

emerging markets and global urbanization has also increased

In the past, we have financed acquisitions and modernization

demands on logistics. These trends are giving our company ameasures through our cash-flow. Over the past 10 years, westrong tailwind.

have more than tripled our equity capital, up from 30 percent
to 70 percent today. We are not dependent on developments

How do you view the short-term development

in capital markets and do not think in terms of quarterlyof the world economy?

results. This gives us the necessary flexibility to shape ourown future and invest in significantly more growth than ourPaul Zumbühl: Given the financial crisis, which will continuecompetitors.

to have a latent impact on business for some time, short-term
projections are more like some higher form of fortunetelling.

Today, markets and technologies are rapidly changing.

As a single entity, we have no influence on economic devel-

How are you dealing with these changing processes?

opments. What is important is that we not complain about
uncertainties but rather be prepared to handle the various

Paul Zumbühl: That is very simple – we remain open fordevelopments. Our financial strength plays an important role

new ideas and are always prepared for change, as we havein this respect.

been for years. We do not lean back even in successful years
but strive instead to remain constantly fit. We avoid adding

How is the company positioned financially?

fat that is difficult and costly to remove. Take, for instance,
our systematic improvement programmes for optimizing

Paul Zumbühl: For years, we have consistently pursued apurchasing and global production. We constantly strive tosensible commercial path. That is why today we have an

become more efficient and productive. We have set a savings

exceptional financial position, despite the financial crisis. We

target of 10 million Swiss francs that we aim to achieve – andgenerate the capital needed for our investments through ourwill achieve – in the current business year. We are growing

business. These investments include continuous expenditures

without runaway costs.

We are not dependent on developments incapital markets and do not think in termsof quarterly results.”
Paul Zumbühl, CEO, Interroll Group22

Interview

What about your employees and the role they play?

the required parts or construct a platform based on standardized modules. Customers benefit from lower installation,

Paul Zumbühl: Our employees around the world are the key

maintenance and energy costs. At the same time, we substan-

to our success. Their commitment, know-how and creativity

tially reduce our material and production costs. This is a very

make the improvements possible that give us a competitive

sustainable course, commercially. There are two groups thatedge in many sectors. We encourage our employees to thinkalways benefit from innovative products that Interroll brings

entrepreneurially and embrace challenges. We support andto the market: customers and ourselves.

promote those willing to go the extra mile. Mastering challenges creates excitement, fun and motivation, and fosters
creativity.
And what role does efficiency play in the innovation
course Interroll pursues?
Paul Zumbühl: We do not innovate for innovation’s sake.
With the new products we introduce to expand our lead overrivals, we always seek a double benefit: New solutions should
not only create value for our customers but also optimize ourown cost management. Let me provide a concrete example.
For a new product, we may lower the number and weight of23

Rollers & RollerDrives

RollerKit Light: ready to rollin a few simple steps
World premiere: with its pioneering new RollerKit Light, Interroll has engineered a flexible and efficient modular
system for conveyors. It significantly reduces the effort and cost associated with planning and installation.

“Interroll believes that efficiency should be consideredholistically to deliver real benefits to the customer.
That’s why the new RollerKit Light has been designed
to significantly reduce the overhead for energy,
planning, installation and maintenance.”
Dietmar Hager, Head of Global Product Management at Interroll

Rollers & RollerDrives
Dietmar Hager
Head of Global ProductManagement
Wermelskirchen, Germany

24

RollerDrives & Controls
Georg Malina
Global Product Manager
Wermelskirchen,
Germany

Industrial Drum Motors
Wilfried Neesen
Global Product Manager
Hückelhoven-Baal,
Germany

Conveyors & Sorters
Dr. Heinrich Droste
Managing Director
Interroll Automation GmbHSinsheim, Germany

Dynamic Storage
Hervé Mérieau
Global Product Manager
La Roche sur Yon,FranceRollers & RollerDrives

Building new conveyor lines or
upgrading existing installations
usually entails a tremendous

amount of planning and installation
work. To simplify this process, Interroll
developed a globally pioneering solution in 2012. RollerKit Light comprises
tried and tested components thatcan be flexibly combined with eachother. This enables customers to create
conveyors for small-sized goods much

New: Interroll RollerKit Lightfor small unit loads

more efficiently and cost-effectively.
The individual components aredelivered pre-assembled so that, forinstance, the drive unit and conveyor

As well as reducing the planning and installation effort

rollers can be easily installed on site

involved, the new product features floating bearings that max-in the conveyor frame or existing

imise the energy efficiency of the technical system. Anothermachine design. The kit offers sevenadvantage of the solution is that during maintenance work,

standard lengths for straight conveyors

rollers and belts can be changed in a matter of minutes.

and four different angles for curves,
while the conveyor itself is available inInternational collaboration – efficiently organised

any width. This enables customers to

For Dietmar Hager, the meaning of Interroll’s motto “Inspired

achieve an excellent level of integra-

by Efficiency” is not limited to the products that his depart-tion. Optional controls are available

ment develops and manages. He has also organised his team,for realising different conveying types,

comprising members in Germany, France and Spain, so thatsuch as continuous operation or zero

it functions with the utmost efficiency. Using a state-of-the-artpressure accumulation.

communication platform, he systematically exploits the syn-Efficiency: the big picture

ergies that Interroll's interdisciplinary organisational structureoffers. As well as simplifying work processes, boosting produc-

RollerKit Light provides a highly

tivity and providing a better overview of ongoing projects, thisefficient and reliable solution tailored toalso stimulates the exchange of knowledge and the generation

the requirements of small-sized goodsof creative ideas within the team.

handling. Technologically, the productis based on proven Interroll components such as the 24-volt RollerDrive
EC310 and the Series 1700 universal
conveyor roller. Dietmar Hager, Headof Global Product Management at
Interroll: “Our aim was to increase theoverall efficiency of the solution forcustomers. So instead of considering theenergy efficiency aspect in isolation, we
also factored in the issue of planning,
installation and maintenance expense.”25

RollerDrives & ControlsIntelligent control
ensures maximum
efficiency and flexibility
Interroll’s innovative motorised conveyor rollers lie at the heart of a system that saves time and energy
in materials handling. A new control, which can be configured quite simply at the click of a mouse,
now makes these rollers an even more attractive prospect – also for the phased upgrading of existing
installations.

Rollers & RollerDrives
Dietmar Hager
Head of Global ProductManagement
Wermelskirchen, Germany

26

RollerDrives & Controls
Georg Malina
Global Product Manager
Wermelskirchen,
Germany

Industrial Drum Motors
Wilfried Neesen
Global Product Manager
Hückelhoven-Baal,
Germany

Conveyors & Sorters
Dr. Heinrich Droste
Managing Director
Interroll Automation GmbHSinsheim, Germany

Dynamic Storage
Hervé Mérieau
Global Product Manager
La Roche sur Yon,FranceRollerDrives & ControlsFor many years, Interroll’s 24V RollerDrives haveUsers need no programming skills to operate it. They can con-provided a more cost-effective alternative to conven-figure a wide range of conveyor parameters for each zone, suchtional solutions in tote and container conveying. And

as the conveying speed, deceleration, direction of rotation andit’s not just about trimming the electricity bill. In times ofacceleration power of the RollerDrives – simply at the click of arising energy prices and sustainable corporate strategies, themouse button. Georg Malina, Global Product Manager Rollers,

fact that the benefits of these drive rollers can be felt across all

RollerDrives & Controls: “Ease of installation and operation

areas – design, installation, maintenance and safety – makes

were key considerations when we developed the product. Now,them particularly exciting. What is more, they can be easily

even partial upgrading of a conveyor is straightforward enoughintegrated in central PLC warehouse control software. The

for maintenance staff to carry out.”

compact and industry-standard design with a protective ratingof IP 54 reduces installation effort and significantly improves

When upgrading, it is usually only necessary to disassemble

robustness and availability.

the existing central drives including the reversing unit andsupport rollers. The RollerDrives, which are simply installed

A decentralised drive concept means that areas of the conveyor

in the existing conveyor frame, then drive the relevant zones.

system that are not currently transporting materials canInsulation-displacement connectors are used to connect thebe switched off automatically, saving more energy. Greater

cables of the individual control components to each other,efficiencies are also possible thanks to a system that recycles

greatly simplifying the installation process.

the energy used for braking the materials on the conveyor, andmakes it available to other drives.

Intelligent control made easy
With the launch of its innovative ConveyorControl, an intelligent control solution for the company's RollerDrive, Interroll
has further enhanced the customer benefits of its comprehensive 24V drive portfolio. ConveyorControl was first showcasedin spring 2012 at LogiMAT in Stuttgart. This control is a userfriendly alternative to complex PLC programming. Settings
can be easily configured using the graphical user interface ofa software program that can run on any standard PC with aWindows operating system.

“ConveyorControl is the result of consistently applying
our many years’ experience in the field of 24V drives.
Our solution is a future-proof and sustainable
technology, whether for new plants or upgrading
old installations.”
Interroll ConveyorControl: easy to use controls for roller conveyors

Georg Malina, Global Product Manager Rollers, RollerDrives & Controls at Interroll

27

Industrial Drum Motors

Greater efficiency,
lower costs
Compact, energy-saving, zero-maintenance design: Interroll Drum
Motors significantly reduce the total cost of ownership (TCO)
associated with conveying systems. Ongoing improvements to the
production process resulted in even faster delivery times in 2012.

Rollers & RollerDrives
Dietmar Hager
Head of Global ProductManagement
Wermelskirchen, Germany

28

RollerDrives & Controls
Georg Malina
Global Product Manager
Wermelskirchen,
Germany

Industrial Drum Motors
Wilfried Neesen
Global Product Manager
Hückelhoven-Baal,
Germany

Conveyors & Sorters
Dr. Heinrich Droste
Managing Director
Interroll Automation GmbHSinsheim, Germany

Dynamic Storage
Hervé Mérieau
Global Product Manager
La Roche sur Yon,FranceIndustrial Drum Motors

Material flow processes have to be organised
efficiently and cost structures continuously
improved to allow a company to consolidate its

global market position in a competitive business environment.
Interroll material-handling solutions, with their impressively“Drum motors from Interroll excel by deliveringsignificant efficiency benefits in running costs,
culminating in considerable savings potential when it
comes to ongoing energy and maintenance expenses.”
Wilfried Neesen, Global Product Manager Industrial Drum Motors at Interroll

low TCO, can help to achieve this goal. Interroll’s innovative
drum motors, for example, offer a particularly compact andenergy-saving drive solution for conveying systems – as well as
being very easy to install. Compared with conventional geared
motors (with a system efficiency of 49 per cent), which need
substantially more room and design input, drum motors offer

Global Product Manager Industrial Drum Motors at Interroll,an energy efficiency of up to 82 per cent, depending on the

explains: “D-series Synchronous Motors are not just thetechnology used. In such a case, power consumption alone ismost energy efficient conveyor belt drives currently on the

reduced by more than 45 per cent.

market. In common with our other models, they also meetthe hygiene standards demanded for use in the food process-

The TCO benefits, which Interroll has substantiated using

ing sector.”cost calculation software, are not just limited to a dramatic
cut in power bills. As drum motors consist of fewer compo-

Interroll Synchronous Drum Motors operate at a maximum

nents than geared motors, this also reduces design effort assurface temperature of just 45 degrees Celsius. This not only

well as installation and storage costs.

reduces the cost of air conditioning in the facility but alsoInterroll Drum Motors – superior efficiency
and no maintenanceresults in a much longer service life. Similar to the asynchronous drum motors, this model is also available in various
sizes, mechanical versions and outputs.

The design of the drum motor is such that the winding andgear are protected by a housing and therefore do not require

Production processes further enhanced

maintenance. They perform reliably even under the mostHowever, Interroll's guiding principle “Inspired by Efficiency”

challenging conditions, e.g. when exposed to liquids, dust,

does not just apply to the area of product design. In Suzhou,

dirt and grease or in refrigeration applications down to

China, for example, where the company assembles and/minus 25°C. They can also be safely cleaned using pressure

or produces its entire range for the South-East Asia region,

washers. Stainless steel models in protection class IP69k meetInterroll has made sure that local sub-suppliers also meetthe most stringent hygiene requirements. Wilfried Neesen,

the stringent quality standards for components required by
the company. In addition, at Interroll's Hückelhoven-Baalproduction facility in Germany, workflows and organisational
processes were optimised throughout 2012 according to
Kaizen lean manufacturing principles. In the process, service
provision to Interroll customers was also further improved.
During the period from May to November 2012, the recordeddelivery times improved by more than 11 per cent. As aresult, users of Interroll products can enjoy the benefits oftailor-made conveying solutions sooner rather than later.

Interroll Centre of Excellence for industrial drum motors,
Hückelhoven-Ball, west of Düsseldorf (Germany)

29

Conveyors & Sorters

The new centrepiece of theInterroll sorter solution
Mechanically designed Interroll sorter solutions are the first choice of customers worldwide for any
situation requiring particularly efficient and reliable sortation of goods. In 2012 the centrepiece of thecrossbelt carriers was further enhanced by a new flap unit that makes them lighter and quieter, evensimpler to maintain and produce – and even more versatile.

Rollers & RollerDrives
Dietmar Hager
Head of Global ProductManagement
Wermelskirchen, Germany

30

RollerDrives & Controls
Georg Malina
Global Product Manager
Wermelskirchen,
Germany

Industrial Drum Motors
Wilfried Neesen
Global Product Manager
Hückelhoven-Baal,
Germany

Conveyors & Sorters
Dr. Heinrich Droste
Managing Director
Interroll Automation GmbHSinsheim, Germany

Dynamic Storage
Hervé Mérieau
Global Product Manager
La Roche sur Yon,FranceConveyors & SortersE

fficient and highly reliable sortation systems are es-

unit is now also reduced. In addition, the amount of noise

sential when it comes to ensuring quick and accurate

generated is significantly lower, thanks to rubber-bonded

handling of complex dispatch logistics. This applies tofastening of the pneumatic cylinders. What’s more, the new

the work of mail order companies, parcel service providers,design means the unit is now accessible to maintenance staff

production companies, logistics service providers and otherfrom the top.

distribution centres. Interroll crossbelt sorters are very economical and robust solutions. Unlike any competing prod-

Dr. Heinrich Droste, Managing Director of Interroll Automa-

ucts, Interroll crossbelt carriers run on a mechanical drive.

tion GmbH in Sinsheim: “Development work on this new flap

The centrepiece of this ingenious device is a flap mechanism

unit, from initial idea to market launch, was all completed

that ensures the forward motion of the carrier is used to drivein the year 2012. Our development engineers worked very

the crossbelt unit. This means that the goods in question areclosely with our highly experienced specialists in the produc-conveyed gently and effectively to the intended destination –tion and customer service departments to come up with thewhile saving energy at the same time.

right solution. As a result, we were able to fine-tune a number

Less weight, fewer individual parts and lessassembly and maintenance required
The new generation of this patent-pending flap unit, whichof design details, to the point where we not only simplified
our own production of the units significantly but also madethe product quieter, much more maintenance-friendly andversatile.

was developed in 2012 by engineers at the global Interroll
improvements. For instance, the weight of its predecessor was

New manufacturing method ensures premium
product quality – on a worldwide scale

reduced by around 30 per cent to just 12 kg and its mechan-

In keeping with our strapline, “Inspired by Efficiency”, Inter-

ical resistance also enhanced. The number of required partsroll has succeeded in replacing the various flap systems previ-

dropped from a total of 78 to just 45, which not only halved

ously used in vertical and horizontal sorters with a univer-the time required to assemble or dismantle them. Thanks tosally applicable system. As part of the product upgrade, a newits lighter weight construction, the energy cost of running the

manufacturing method was also introduced. This involves

Centre of Excellence in Sinsheim/Germany, offers a host of

mechanical lasering and trimming of
the basic components of the work-“We are constantly working on further enhancementof our solutions. The innovations we produce always
offer clear added value to our customers. At the sametime, these new developments increase our own levelof efficiency.”
Dr. Heinrich Droste, Managing Director of Interroll Automation GmbHpiece, which removes the need for theexacting soldering work of the past.
As well as being much simpler tomanufacture, a higher degree of
production flexibility has also beenachieved. Since there is no longer any
need to solder the parts, manufactureof the units can now be handled by

any Interroll production site worldwide, without the need forany costly, on-site induction training. This means Interroll
customers all over the world can now look forward to quicker
delivery of their sorters and premium production quality at
all times.

Letters correctly en route: Interroll cross-belt sorter
with the Swiss Post Office in Zurich

31

Dynamic Storage

Dynamic pallet storage –simply more efficientGreater flexibility, less complexity. In 2012, Interroll began the task of standardising its conveyor modules for dynamic
pallet storage systems. For Interroll's customers that means a wider range of potential applications and shorter supply
times. At the same time, the company launched several new products designed to improve safety at work.

“Our standardisation programme will not only
reduce costs. Our customers will also see atremendous benefit in the form of much shorter
supply times and new applications.”
Hervé Mérieau, Global Product Manager
Dynamic Storage Products Interroll

Rollers & RollerDrives
Dietmar Hager
Head of Global ProductManagement
Wermelskirchen, Germany

32

RollerDrives & Controls
Georg Malina
Global Product Manager
Wermelskirchen,
Germany

Industrial Drum Motors
Wilfried Neesen
Global Product Manager
Hückelhoven-Baal,
Germany

Conveyors & Sorters
Dr. Heinrich Droste
Managing Director
Interroll Automation GmbHSinsheim, Germany

Dynamic Storage
Hervé Mérieau
Global Product Manager
La Roche sur Yon,FranceDynamic Storage

Dynamic storage reduces total
operating costs: White Paper
prepared by Leibniz Universität
Hannover together with Southeast University Nanjing.

shock absorption properties and superb damp and dust
protection, Interroll conveyor rollers are built to last. They arecompatible with all the world’s main racking systems and canbe used with different pallet sizes and weights.

Cutting costs and supply times
In 2012, Interroll launched a strategic standardisation programme for its conveyor modules with a view to expanding
the range of applications available to its customers and making its own operations more efficient. This enabled Interroll
to considerably reduce the number of input products needed
for around 90 per cent of the conveyor solutions supplied by
the company. At the same time, the number of configurable
dynamic storage tracks rose by a significant margin. As well as
reducing costs, Interroll achieved a 50 per cent cut in delivery
times in just six months.
Hervé Mérieau, Global Product Manager Dynamic Storage
Products at Interroll: “The programme launch went reallywell, and we intend to keep the process going. The aim is to
standardise our entire dynamic pallet storage portfolio by
the beginning of 2014.” There has also been support for sales,
including the introduction of a new costing and configuration
program. This means that the components needed for a given
conveyor solution can now be put together from Interroll’sMotorcycles in space-saving dynamic stores: first in, first out –first-store pallets are first

portfolio at the customer’s own premises.

Innovation award for Interroll Safety Separator
The new Safety Separator (with “Time Plus” function), developed by Interroll as an additional safety measure for thoseI

working in storage environments, received an award at theand economically. The space-saving solutions for new

Plus function ensures a delay of 20 seconds after removal fromand modernised storage facilities are designed for operation

the rack before the next pallet rolls into the removal position.

without an external power source. Once the containers andThis makes the process of pallet removal very safe.

nterroll’s dynamic storage systems allow distribution

Manutention 2012 intralogistics fair in Paris. It was designed

centres and warehouses to function more efficiently

for use with FIFO systems on the unloading side. The Timepallets have been transferred to the system, they move under
their own weight on gently inclined gravity-roller conveyors.
The benefits of this design were verified by an extensive study
conducted in 2012 by Leibniz Universität Hannover together
with Southeast University Nanjing.
What’s more, Interroll’s dynamic storage systems are enormously flexible, including solutions for both FIFO (first in firstout) and LIFO (last in first out) warehouses. With excellent

33

Interroll Production System

Raising
efficiency
levels – it's allin the system
The Interroll Production System (IPS) is designed to bringabout the continual improvement of global production processes within the company. One example is the new Interroll
plant in the Chinese city of Suzhou, where productivity inconveyor roller manufacture has risen continually.

Interroll Production System
Dr. Ralf Garlichs
Executive Vice President
Products & Technology
Wermelskirchen, Germany

34

Interroll Research Centre
Dr. Thomas Wolters
Deputy Head ofInterroll Research Centre
Wassenberg, Germany

Interroll Corporate Marketing
Jens Karolyi
Vice President
Corporate MarketingSant‘Antonino, Switzerland

Interroll Career Opportunities
Peter Uttrup
Global Product Manager –Food Solutions
Barcelona, Spain

Interroll Production SystemAll customers are different – a fact particularly relevant

Employees playing a central roleto the markets in which Interroll operates. In the caseWithin the Interroll Production System, allowing all teamof conveyor rollers, for instance, the company must

members to contribute to the optimisation process as a point

be in a position to produce around 97 per cent of the variants itof principle is part of the recipe for success: after all, staff willoffers (some 80 000 product versions) within 3 to 4 days, eventhen identify strongly with the changes that are introduced.

in small quantities. No wonder the efficiency of its internation-

At the same time, local management teams are obliged toal production sites is so important to the long-term success of

implement their pledges and accept responsibility for mini-the company.

mising potential sources of error in the working environment.
Optimisation measures are overseen by specially trained staff

In order to meet this challenge, Interroll has for many years(‘kaizen managers’) and process facilitators. Regular audits are

utilised a production system based on the Japanese kaizen

taken to document changes, consolidate outcomes and definephilosophy throughout the Group. Under this system, processsubsequent target fields, while clear diagrams are produced toflows are regularly reviewed and optimised, thereby estab-visualise results and highlight potential for improvements.

lishing a climate of continual enhancement where beneficial
aspects are retained and new features are integrated. Thanks

Example: higher production efficiency in China

to this sophisticated system, Interroll has consistently brought

The kind of potential that the Interroll Production System canabout tangible improvements to product quality, delivery times

release soon became clear at the Centre of Excellence in theand productivity over recent years.

Chinese city of Suzhou. At this site, the company manufactures
and assembles its entire product range for the Southeast Asia
region. Within just six months of introducing the integrated
programme, an impressive series of improvements had been
observed.
In the area of conveyor rollers, for example, productivity
rose sharply and the exceptional quality of these products
was enhanced still further. The restructuring of equipment
achieved a 25 per cent reduction in the production floor space
as a first step; combined with other measures, 500 square

Graphic evaluation of an audit:
the current situation is clear at a glance

metres of the overall space was freed up. As a result, any
required capacity expansion can be implemented in a highly

Leadership & Communication

cost-effective manner.

100%

TSM

80%

Target Break Down

60%
40%

TPM

Qualification20%

Procurement

TFM“The optimisation system in production isincreasing productivity and cutting costs acrossthe Group. As a result, we are becoming evermore competitive on the global stage.”
Dr. Ralf Garlichs, Executive Vice President Products & Technology at Interroll

Kaizen Organization

TQM
Kaizen Tools

35

I n t e r r o l l R e s e a r ch C e n t r eInnovation
breeds efficiency
The Interroll Research Centre (IRC) is committed to the continuous
development of technical solutions aimed at optimising theintralogistical flow of materials. For the international team ofengineers and technicians, maximum efficiency is at the very topof the task list.

“Our innovations undergo themost stringent stress tests before
customers get to use them.”
Dr. Thomas Wolters, Deputy Head,Interroll Research Centre

Interroll Production System
Dr. Ralf Garlichs
Executive Vice President
Products & Technology
Wermelskirchen, Germany

36

Interroll Research Centre
Dr. Thomas Wolters
Deputy Head ofInterroll Research Centre
Wassenberg, Germany

Interroll Corporate Marketing
Jens Karolyi
Vice President
Corporate MarketingSant‘Antonino, Switzerland

Interroll Career Opportunities
Peter Uttrup
Global Product Manager –Food Solutions
Barcelona, Spain

I n t e r r o l l R e s e a r ch C e n t r eFor many years, the Interroll Group has operated its

When the results of the analyses pointed clearly to the use

own development centre close to the Dutch borderof RollerDrives and a belt drive, comprehensive testing wasin the Lower-Rhenish town of Wassenberg. Working

carried out with various roller bearings and types of belt; theclosely with global Centres of Excellence and the Productmain purpose of this was to optimise energy consumption,

Management and Sales units, the team here is responsible forfunctional safety and wear behaviour as well as ease of assem-

developing new solutions and enhancing existing products.

bly and maintenance. Finally, the company opted for a floating

The Research Centre is one of the most important facilities thatconveyor roller bearing to harness the forces of gravity andInterroll uses to remain at the forefront of innovation within

minimise friction losses.

the global market.

Ease of integration with existing systems

The development centre, which incorporates a testing labo-

Extensive practical testing was subsequently carried out involv-

ratory with state-of-the-art measuring technology, is staffed

ing up to 100 000 container throughputs per day and 50 tons

by highly qualified specialists from all relevant areas. The

of conveyed goods per conveyor each hour. At the same time,company set out to ensure that a team comprising experienced

the costs of design, installation and maintenance were foundstaff alongside younger specialists would all contribute their

to be substantially lower than conventional solutions allow:

expertise to various projects; several nationalities are also

belt changes are now possible within minutes, for example,

represented.

and conveyor rollers can be exchanged without using tools.
Enabling customers to install the solution easily and integrate

Deputy Head of the centre is mechanical engineer Dr. Thomas

it within existing set-ups was also a high priority. Interroll has

Wolters: “The high skill levels of our staff are central to the

filed a number of international patent applications in relation

success of the work we do,” says Dr. Wolters. “Their expertiseto the new drive system.

is the main reason we are able to develop innovative solutions
that put Interroll head and shoulders above the competition in technological terms. One good example is the newRollerKit Light.”

Unique solution for small goods handling
RollerKit Light is a modular transport system for small goods
and materials handling. Using individual components (someof which are pre-assembled), Interroll customers are able todesign, order and install custom-made transport lines for the
first time. To develop the solution – the only one of its kindon any market in the world – the Research Centre investigatedproducts currently available before launching a brainstorming
process aimed at identifying suitable technologies in termsof energy efficiency, installation and maintenance cost andcustomer needs.
Quickly installed and running:
RollerKit Light, flexible systemfor conveyor modules37

I n t e r r o l l C o r p o r at e M a r k e t i n g

A beacon forthe sector
Brands provide direction and create value. The positive
experiences customers have with particular companies
crystallise into successful brands. At Interroll, brandstrategy is all about efficiency and consistency.

Interroll Production System
Dr. Ralf Garlichs
Executive Vice President
Products & Technology
Wermelskirchen, Germany

38

Interroll Research Centre
Dr. Thomas Wolters
Deputy Head ofInterroll Research Centre
Wassenberg, Germany

Interroll Corporate Marketing
Jens Karolyi
Vice President
Corporate MarketingSant‘Antonino, Switzerland

Interroll Career Opportunities
Peter Uttrup
Global Product Manager –Food Solutions
Barcelona, Spain

I n t e r r o l l C o r p o r at e M a r k e t i n gIt takes more than good intentions

However, resting on one’s laurels is a mistake: brands need toto establish an attractive brand.

be nurtured constantly. The ‘good name’ of a product or service

Take Coca-Cola, for example.

is something that must be experienced as directly as possible,

Originally conceived as a palatableespecially where a company offers a complex package.

medicine to combat ailments suchas headaches and general malaise,

For this reason, Interroll entered into a partnership withthose who bought it soon recognised

Sauber, the Swiss Formula 1 team, in 2012. In the fascinating

Coca-Cola for what it really was: aworld of international motor racing, Sauber is renowned forrefreshing thirst quencher with no par-striving towards the ultimate in quality, reliability and speed

ticular health benefits. Learning fast,– precisely the values enshrined in Interroll’s ‘Climate of Excel-

the company looked at the productlence’ programme. Moreover, the two organisations share afrom a fresh perspective – and now

conviction that while a big player won’t necessarily beat a small

the soft drink from the US is surely theone, a fast player will always beat a slow one.

most widely recognised and valuable
brand on the planet.

Raising the global profile
Formula 1 represents the best that motor sport has to offer, but

Brands must performin the real world

racing events around the world also bring people together in

A brand does not become attractive– year after year. As Jens Karolyi says, “Formula 1 is a global

purely by coincidence; nor can it befranchise that includes races in growing nations such as China,

artificially established by means of a

Brazil and India – regions in which Interroll is also seeking tomassive advertising campaign. Cus-

expand. The collaboration with Sauber will help us raise our

tomers must be persuaded by the sum

global profile.”

ways that only the Olympics and the Football World Cup cantotal of products and services – dayin, day out. Ultimately, whether or not

Interroll is cooperating with Sauber in many areas, frompeople actually connect brand values

mutual exchanges of management and PR project expertise towith the products in question depends

customer events arranged by Sauber, where Interroll’s brandon how they perform in practice.

values are manifested in totally new settings.

As a producer of capital goods,
Interroll has a passion for professional efficiency and uncompromisingquality, together with a commitment
to the finest technical solutions. “Weshare this attitude with our clients andthe users of our products,” believes
Jens Karolyi, Vice President Corpo-

News, trends, markets:
The new “moving” customer
magazine looks at the exciting
world of internal logistics

rate Marketing at the Interroll Group.

“Motor sport is a combination of reason andpassion. At Interroll, we refer to this blend as
being Inspired by Efficiency.”
Jens Karolyi, Vice President Corporate Marketing at the Interroll Group39

Interroll Career Opportunities

A career without borders
What is the man from Denmark doing in Barcelona? Together with his German and French colleagues,Peter Uttrup manages Interroll’s worldwide product range. A naturalised Spaniard, he is responsible forinnovative solutions for the international food sector.

Interroll Production System
Dr. Ralf Garlichs
Executive Vice President
Products & Technology
Wermelskirchen, Germany

40

Interroll Research Centre
Dr. Thomas Wolters
Deputy Head ofInterroll Research Centre
Wassenberg, Germany

Interroll Corporate Marketing
Jens Karolyi
Vice President
Corporate MarketingSant‘Antonino, Switzerland

Interroll Career Opportunities
Peter Uttrup
Global Product Manager –Food Solutions
Barcelona, Spain

Interroll Career Opportunities

B

orders were never an insur-

his boss at the time, he successfully applied for a newly createdmountable obstacle in the life

post for an international Product Manager to take responsibil-of Peter Uttrup: where others

ity for solutions aimed at the food sector.

hesitated, he has been happy to takethe plunge. This much was apparent

Market with high growth potential

when he decided to leave his Scandi-

Uttrup is convinced that the food sector, where hygiene isnavian homeland for Spain in 2001,

essential to business, presents Interroll with particularly

determined to overcome language andstrong prospects for growth. The burgeoning globalisation ofcultural barriers in the process. In his

the food market is compounding competitive pressure, which

professional life too, the energetic elec-

in turn is driving the degree of automation ever upward.

trical engineer was quick to capitalise

More and more users are therefore looking to efficient driveon the opportunities presented by asolutions for conveyor systems – solutions that meet rigorous

career at Interroll.

hygiene requirements while cutting energy consumption andthe costs of installation and maintenance.

Peter Uttrup knows the food sector like the back of his hand, andInterroll is benefiting greatly from the trend: one example

he knows it from all angles. Having

is the new Synchronous Drum Motor, which was awarded a

arrived in Spain, he started out as agold medal by the German Agricultural Society (DLG) at theSales Support Manager for a Danish

International FoodTec Award in 2012. Compared to conven-group that manufactured equipmenttional geared motors, the drum motor uses around 40 per

for the food processing industry. Incent less power; at the same time the drive unit, enclosed in

2005, Uttrup joined Interroll Spain,

stainless steel, complies with the stringent requirements of thewhere he spent three years effectively

international food industry.

overseeing the nationwide sale anddistribution of solutions for the foodbusiness.

Utilising the customer’s
viewpoint“My sales experience has been highly
relevant to my current role as a
Product Manager,” says Peter Uttrup.
“Thanks to the high quality of our
products, small but strategically significant changes are sometimes enough

DLG gold medal for Interroll’s new synchronous
drum motor (SN062D)

to satisfy the specific needs of thefood industry.” In 2008, Peter Uttrup
began applying this experience to thedevelopment of Interroll’s worldwide
product range. In taking the next stepfrom within its own ranks wherever“Our solutions for the food sector are setting new
standards. We are proving that cost-effectivenessneed not be incompatible with ever stricter
hygiene requirements.”

possible. At the recommendation ofPeter Uttrup, Global Product Manager – Food Solutions – at Interroll

on his career path, he took advantageof the company’s personnel policyof filling new managerial positions

41

P e a r lwat e r M i n e r a l q u e l l e n | S w i t z e r l a n d

Major Swiss distributor
Coop opts for efficient andsustainable material flow
From the new and modern Pearlwater bottling centre in Wallis, Coop supplies consumers throughout
Switzerland with premium mineral water. A high level of goods throughput, an energy-saving pallet
flow storage system and transport by rail join up to produce a comprehensive sustainability concept.

To expand its mineral waterPrix Garantie and Termen. Pearlwater despatches up to 2 000

business in Switzerland,

pallets per day. All Coop beverages are transported to the re-Coop acquired Pearlwater

gional Coop distribution centres in Switzerland efficiently andMineralquellen in Termen near Brig
in January 2011 to become indepen-with minimal environmental impact.

Mineralquellen, which has expanded

Creating maximum throughput
with a minimum of space

to become the most modern bottling

The core of the intralogistic material flow at Pearlwater incompany in Switzerland, was officially

Termen is a highly compact SSI-Schäfer pallet storage systemopened in mid-2012; there are plans

equipped with Interroll dynamic storage modules. “Coop’s

for further expansion in the nearstrictly limited space available and its ambitious targets for a

future. Pearlwater ships high-quality

reduction in CO2 emissions led to the selection of a space andmineral water from the Valais Alps andenergy saving pallet flow storage system from SSI Schäfer, witheach year it produces 140 million litresInterroll roller modules and other resource-friendly equip-

for the beverage brands Swiss Alpina,

ment such as the automatic stacker cranes with their energy

dent with its own sources. Pearlwater“We are very happy with this solution.”
Pascal Collaud, Logistics Manager at Pearlwater Mineralquellen AG

Pearlwater mineral springs in Termen/Brig (Switzerland)42

P e a r lwat e r M i n e r a l q u e l l e n | S w i t z e r l a n drecovery system”, explains Dieter Strub, Managing Director of
InnovaTec, the Swiss system integrator for the overall project.
“With our solution, we had to make the maximum use of theshell of the new and the existing halls - literally right up toroof level.”
Bruno Felber, chief structural engineer for the racksystem integrator SSI Schäfer, also draws attention to the highdemands made in connection with economy of space andbuilding safety: “The flow storage system with the dynamic
Interroll modules is ideally suited to this. In particular, webuilt a special mezzanine in framework construction over theconstricted space over the cargo despatch area in the two halls
in order to create even more flow storage capacity. In addition, all the shelving systems had to be earthquake-proofed”,
adds Felber.

High system availability, energy-kindlyand flexible solution
The Pearlwater distribution centre has a total of over 5 000 pallet spaces in gravity-driven flow channels with a 4% gradientfor energy-free travel of the 800 kg Euro pallets from theloading side to the unloading side (first in, first out). “We arevery happy with this solution”, stresses Pascal Collaud, Logis-

What are flow storage systems?

tics Manager at Pearlwater Mineralquellen AG. “The system
is highly available, a basic requirement for success in a fiercely

Flow storage systems for goods with a fast turnovercompetitive beverages market. For sales campaigns and addi-

are characterised by their lane structure. The individ-

tional seasonal sales in the Coop network, we also need to be

ual lanes are equipped with non-driven rollers. The

able to get very high throughput volumes moving quickly.”

movement of the cargo carriers (e.g. pallets) fromthe entry into the lane up to retrieval from the lane is
powered by gravity. The cargo units “flow” along theroller tracks which are installed with a slight gradient. By comparison with comparable pallet storage
systems, Interroll flow storage systems need up to
50 percent less space, substantially shorten internal
travel and help to cut operating costs.
The speed at which the cargo units pass through thesystem is regulated via special rollers. Separators
at the end of the lane ensure that even a number ofheavy cargo units waiting there move on gently after
a cargo unit has been retrieved from the lane at the
retrieval point.

Coop distribution centre in Termen/Brig (Switzerland):Up to 2 000 beverage pallets travel by rail to co-op centres in Switzerland

43

Procter & Gamble | Germany

Procter & Gamble:
A step ahead with Interroll
dynamic storage
Procter & Gamble modernised its international distribution warehouse at the German production site
Crailsheim without interrupting business at all in 2012. The new pallet flow storage system uses zeroenergy Interroll conveyor roller modules. The solution offers maximum exploitation of available space,boosts throughput and capacity, and allows the utmost flexibility in changing business processes.

Ga few of the 40 brands that the Procter & Gam-

27 000 instead of 20 000 pallet positionsin the same space

ble Company (P&G) markets in Germany. The

Thanks to the new design with zero-energy live racking mod-illette, Oil of Olay, Vicks or Ariel – these are just

Crailsheim factory located in Baden-Württemberg makes

ules for compact pallet storage, it has been possible to boost

hygiene products and household tissue paper. The products

storage capacity in the same space from 20 000 to 27 000 palletmake their way to consumers in Western Europe from thepositions. In addition, the restructuring has helped to provide

connected distribution warehouse. “After our value stream

the ease of placement needed to achieve the required through-mapping had revealed that supplying customers in Germany,

put capacity, 100% item availability on the retrieval side andAustria and Switzerland would be more economical from a

improved picking performance. The warehouse operates on the

single warehouse than from a number of regional warehouses,

First-in-First-out (FiFo) principle. The live flow storage system

we began work in 2011 on a project that would concentrateis designed to enable the retrieval of whole pallets or the pick-our storage activities in one site,” explains Matthias Schmitt,ing of smaller parts. While the upper rack lanes are equippedmanager of the P&G distribution centre in Crailsheim. Thankswith live flow storage system technology from Interroll, at theto its geographical location, Crailsheim stood out as the ideal

lower levels a picking tunnel runs through the middle of thecandidate.” The particular challenge now consisted in distinctly

compact racking system.

increasing throughput and capacity in the existing building byusing the latest warehousing technology.

Whole pallets are placed in the flow lanes of the upper racklevels in accordance with the FIFO principle. Forklift operators

More than 200 truckloads are handled in Crailsheim every

deposit the pallets rearwards on the rollers of the flow lanes.

day so that customers receive their deliveries regularly.

Made-to-order items are retrieved from the other end of theConsequently the retrofit project had to be carried out during

rack lane. With their four-percent gradient, the gravity-feed“business as usual”. Working to a fixed schedule, the projectflow lanes guarantee a continuous delivery of pallets to theteam made up of representatives of the companies involved

retrieval side. The full-lane-width conveyor rollers and the– Mecalux, K-LOG Lagersysteme and Interroll – began by

speed controllers from Interroll help to ensure a gentle and safe

clearing and dismantling defined rack areas at the former entry

flow of goods.

points. Then, storage block by storage block, the new gravity

44

lanes including the dynamic storage modules manufactured by

The same applies for the lower rack levels. Both inside andInterroll were installed until the non-disruptive restructuringoutside the tunnel, the positions are populated individu-

of the P&G distribution centre could finally be concluded onally with pick pallets and replenishment always takes placetime by mid-2012.

directly above the picking station. In this way, the number ofProcter & Gamble | Germany

picking stations has been significantly increased. For contract

to vary the rack heights by up to 2.40 metres – thus doubling

manufacturing, the picking jobs are sent to wireless devices

them. “As a consequence the entire system is also designedthat guide the workers through the picking tunnel. There, thefor storage intake of two-storey, double-stacking pallets withpickers retrieve items as instructed by the warehouse manage-

which trucks can be stowed even more compactly”, describes

ment system.

Schmitt.

Shorter work cycles, flexible conversion options

As a result of the increases in capacity and throughput the“The new solution is much more flexible than the old one,”

dispatch area was restructured too. Here gravity-feed staging

Schmitt judges. “Before, we had racks that were one and twolanes from Interroll were installed. On gravity roller tracks

pallets deep. This forced us into accepting often completely

featuring integral speed controllers, the job pallets leave theinefficient operations in our handling procedures to deal withconsolidation zone and go directly to the truck loading zone.

the changeovers between the longitudinal and cross trans-“This enables the forklift operators to concentrate entirely on

porting of pallets, for example.” With the Interroll solution,

the unloading and loading processes,” Schmitt explains. More-however, P&G in Crailsheim has been able to introduce

over the racks in the interior of the warehouse can be serviced

standardised operations. “The new rack blocks are designed

optimally without any cross traffic, which in turn enhances thein such a way that we can process jobs far more efficiently andoperative efficiency. Furthermore, Interroll has built a level formuch more quickly with considerably less travel,” explainspush-back racks above the dispatch zone for storing up to 4 000

Schmitt.

pallets, so that optimal use is made of the space available in all
its entirety in the goods departure zone too.

Furthermore, the new dynamic flow storage system blocks
were designed for maximum flexibility from the outset. “We

For P&G, the decision to convert the drive-in racks and block

can convert any block to a picking tunnel at any time or keep itstorage to a dynamic storage system has paid off. “With ancompletely for storage purposes”, says Schmitt. “The warehouseaffordable outlay and outstanding cooperation between all

is designed to cope with future growth or changes in businessinvolved, we have achieved the optimum result,” insists P&G

processes too.” For example the storage or picking capacity inlogistics manager Schmitt happily. “With the results of thisthe picking tunnels can be increased at any time. And in addi-

retrofit project, we've demonstrated once again that Crailsheimtion the flexible roller tracks from Interroll make it possible

is always ‘one step ahead’”.

“Our warehouse is designed tocope with future growth or changes
in business processes too.”
Matthias Schmitt, Manager of the Procter & Gamble
Distribution Centre Crailsheim

Large flow of goods: Procter & Gamble loads more than 200 trucks per day
to ensure that customers receive their products in the usual cycle45

P e m i c B o o k s | C z e ch R e p u b l i c

Leading Czech book distributor
believes in roller conveyor
technology from Interroll
Pemic Books a.s., one of the largest book distributors in the Czech Republic, has optimised its distribution
structure to speed up deliveries and achieve higher customer satisfaction. The latest roller conveyor and control
technology from Interroll plays a key role here.

Idevelopment in the e-commerce

New distribution centre allows
distinctly shorter delivery times

sector, book distributors too needTo achieve greater customer satisfaction, the company set

n order to profit from the positive

to improve their range of services

itself the target of distinctly cutting delivery times yet again.

and above all target shorter delivery

The order slot for next-day deliveries was to be extended

times. Pemic Books a.s., one of thefrom formerly 11am to 5pm. The performance capability ofleading book distributors in the Czech

the new distribution centre, which recently started oper-

Republic, has therefore restructured

ations, played a key role here. Lower noise emissions andits distribution processes. In its new

improved energy efficiency prove to be further advantages.

distribution centre it has opted forthe use of innovative roller conveyor

The solution that Pemic Books a.s. opted for and Logsys spol.

technology from Interroll.

s r.o. installed included zero-pressure accumulation (ZPA)
conveyors for cartons and totes in the picking and packing/

Pemic Books a.s. was established indispatch zones. The ZPA conveyors in both areas use Interroll

1991. Alongside operations in the

RollerDrives EC310 with ConveyorControl technology andCzech Republic it also services the

Rollers from the 3500 series with PolyVee 3500 as well as

Slovakian markets. The book cata-roller conveyor lines equipped with Rollers from the 1700

logue of Pemic Books a.s. with someseries from Interroll. “We installed the latest control technol-

40 000 titles covers a broad range,

ogy for ZPA conveyors”, Petr Michálek, Managing Director ofincluding classics and fiction of all

Pemic Books a.s. said. “The solution significantly facilitates

genres, as well as school books. The

our operations and helps increase the productivity so we cancompany, whose staff of 120 people

reach our goals in the area of distribution and conveying

help distribute up to 70 000 pieces aprocesses.”day, is located in Ostrava-Poruba.

Intelligent control of the roller conveyors
ConveyorControl from Interroll that was introduced at the
LogiMAT trade fair in Stuttgart in 2012 is an ultra-modern
control system developed for use with conveyor modules
with 24 volt RollerDrive technology. The roller conveyors are
divided up into zones that are either linked decentrally or canbe switched as needed by an overarching control. By contrast46

P e m i c B o o k s | C z e ch R e p u b l i c

Ordered today, delivered tomorrow: Innovative roller conveyor systemincreases the performance of Pemic Books’ new distribution centre“We installed the latest control technology for ZPA
conveyors. The solution significantly facilitates ouroperations and helps increase the productivity.”
Petr Michálek, Managing Director of Pemic Books a.s.

with conventional systems, only those zones with convey-

equipped with protection mode IP54 and conform to theors to be moved are driven. The rest of the roller conveyor

requirements made of industrial facilities. Stable and well-de-remains still, uses no power and generates no noise.

signed enclosures guarantee an outstanding robustness andease of installation. The penetration technology used in

The ConveyorControl system makes it possible to configure

cabling substantially facilitates installation.

and change parameters such as conveyor speed, deceleration,change of direction or acceleration of the RollerDrives in

The Interroll RollerDrive EC310 is a drive for unit handlingthe individual conveyor zones quite simply by a click of theconveyors. Its 24 V DC brushless motor, integrated in a tube

mouse. No programming skills are necessary. The program isbased on Roller Series 1700, delivers continuous power ofcontrolled via a graphic user interface and runs on standard

32 W and is an ideal solution for a wide range of conveyor

commercial Windows PCs.

applications. It is fitted with an electronic holding brake

ConveyorControl and RollerDrive EC310
ensure maximum energy efficiency

which allows it to be used on incline and decline conveyors.
Due to the recovery of braking energy up to 30% of energy
can be saved in the system. The energy efficient drive guaran-

The ConveyorControl program is made up of various controls

tees perfectly coordinated functions for zero-pressure accu-

that can be used as needed. Alongside the SegmentControl, amulation conveyors using straight and curved sections.

two-zone control for RollerDrives, they include the ComControl as I/O interface, the GatewayControl for integrationin higher-level controls and networks via the Profibus, andCentralControl for USB configuration. All modules are47

Corpor ate GovernanceContents

Corporate
GovernanceContents
1

Introduction50

2Group structure and shareholders

50

3

Capital structure

51

4Operational management structure

52

5

Board of Directors

55

6Internal organisation

58

7

Competence regulations

59

8

Information and control instruments

59

9Group management

60

10Compensation system of the Board of Directors

63

11

Compensation system of the Group management

63

12

Shareholders’ participation rights

66

13

Changes of control, defence measures

66

14

Auditor

67

15

Information policy

67

49

Corpor ate GovernanceI n t r o d u c t i o n /G r o u p S t r u c t u r e a n d s h a r e h o l d e r s

1 Introduction
Base of the corporate governance report
The corporate governance report 2012 of the Interroll Group refers to the official guideline of the SIX
Swiss Exchange on Corporate Governance as well as to the regulations of the “Swiss code of best practicefor corporate governance”.

Cross references
In order to minimise repeated comments, certain sections cross refer to other sections, especially to thefinancial report.

Compensation report
The compensation report is part of the financial statements of Interroll Holding Ltd.

2 Group structure and shareholders
Group structure
The operational management structure is disclosed in chapter 4 of this report.

Mother company and stock listing
The mother company of the Group, Interroll Holding Ltd., is domiciled in Sant’Antonino/TI, Switzerland.
Its registered shares are traded in the main segment of the SIX Swiss Exchange under the security­number 637 289. Further notes to the listing can be found in the inside back cover of the annual report­(“Information for investors”).

Consolidation range
Subsidiaries belonging to the consolidation range of the Interroll Group are disclosed in note 8.4 of theGroup’s financial statements. There are no other equity instruments publicly traded expect those of Interroll
Holding Ltd.

Significant shareholders
All significant shareholders holding a reportable participation are disclosed in note 3.6 (“Significant
shareholders”) of the financial statements of Interroll Holding Ltd.

Cross shareholdings
The Interroll Group does neither maintain capital nor voting rights with other entities.

50

Corpor ate GovernanceCapital structure

3 Capital structure
Share capital and voting rights
The share capital of Interroll Holding Ltd. amounts to CHF 8.5 m and is made up of 854 000 fully
paid registered shares with a par value of CHF 10 each. Each share has one voting right.

Authorised or conditional capital
There is no authorised or conditional capital.

Other equity or participation instruments
Furthermore, the are no other equity-like instruments such as profit sharing rights or participation
certificates.

Changes in capitalIn the year under review, the share capital remained unchanged at CHF 8.5 m.

Limitations on transferability and nominee rights
Information about limitations on transferability and other nominee rights of the shareholders is disclosed
in chapter 8 (“Shareholders’ participation rights”) of this report on the corporate governance.

Convertible bonds and options
There are no convertible bonds outstanding. In 2006, the board of directors approved a management shareoption plan. Further information on this plan is disclosed in chapter 7.1 of the notes to the financial
statements of the Interroll Group.

Further information to the shareholder’s equity
Additional information to the equity is disclosed in the financial statements of the Group(see 1.5 – “Consolidated statement of changes in equity”) and in the respective notes.

51

Corpor ate Governanceoper ational M anagement Structure

4 oper ational management structure
Functional organisational structure
The Interroll Group consists of one single business unit. The complete product range is sold in all markets
through local sales organisations. Interroll caters to the needs of its customers (system integrators, plant
manufacturers, end users) by offering a tailor-made product portfolio and expert consultancy. The Interroll
manufacturing units focus on the production of specific product ranges. Assembly units receive semifinished products from the manufacturing units and assemble a wide product range for their local markets.
The Interroll Research Center, which is centrally located, researches new application technologies anddevelops new products. Global Centers of Excellence continue developing the product range they focus on.

Management structure
The Group Management and the Interroll management structure are organized by functions (overallmanagement, Products & Technology, Global Sales & Service, Corporate Marketing, Corporate Finance).
The financial management of the Group by the Board of Directors is, on the one hand, based on turnoverof the product groups and geographical markets and, on the other hand, on the reporting of theconsolidated financial statements. In addition, Group Management assesses the achievement of financial
and qualitative targets and other key performance indicators of all subsidiaries.

Board of Directors
Chairman
Kurt Rudolf

Vice chairman

Audit Committee

Compensation Committee

Other members

Urs TannerPhilippe Dubois

Kurt Rudolf

Marco Ghisalberti

Paolo Bottini

Prof. Dr. Horst Wildemann

Ingo Specht

Group Management
Chief Executive Officer
Paul Zumbühl
Chief Financial Officer

Vice President
Corporate Marketing

Paul Zumbühl, a.i.

Jens Karolyi

Executive Vice President
Global Sales & Service

Executive Vice President
Products & Technology

Dr. Christoph Reinkemeier

Dr. Ralf Garlichs

Regions

52

Executive Vice President Americas		

Tim McGill

Executive Vice President Asia		

Kwang-Heng Seng

Corpor ate Governanceoper ational M anagement StructureInterroll Research Center (IRC), Global Product Management
The Interroll Research Center (IRC) develops in close cooperation with the Centers of Excellence, Global
Product Management and Global Sales new products, techniques and technologies.
Functional unit

Managed byCompany

Research & Development

Dr. Thomas Wolters, a.i.

Interroll Holding GmbH, Wermelskirchen (DE)Global Product Management

Dietmar Hager

Interroll Holding GmbH, Wermelskirchen (DE)Global Centers of Excellence
The seven Interroll Centers of Excellence are responsible worldwide for product development, strategicpurchasing and the application and development of production technologies for specific product ranges.
Furthermore, they produce for the European markets and supply semi-finished goods to group companies
overseas. The global Centers of Excellence of the Interroll Group are managed by the following persons:Products

Managed byCompany

Rollers, RollerDrives

Armin LindholmInterroll Engineering GmbH, Wermelsk. (DE)

Industrial Drum Motors

Dr. Ralf Garlichs, a.i.

Interroll Trommelmotoren GmbH, Baal (DE)Supermarket products

Dr. Anders-Staf Hansen

Interroll Joki A/S, Hvidovre (DK)

Flow storage products

Bertrand RaymondInterroll SAS, La Roche sur Yon (FR)Conveyor modules

Michael Kuhn

Interroll Automation GmbH, Sinsheim (DE)

Subsystems

Dr. Heinrich Droste

Interroll Automation GmbH, Sinsheim (DE)Techno polymer

Ingo Specht

Interroll AG, Sant’Antonino (CH)

Holding	Global Centers of Excellence
Sales/Production
Agents/Distributors

53

Corpor ate Governanceoper ational M anagement Structure

Worldwide sales and production companies
Regional Centers of Excellence (RCoE)
Regional Centers of Excellence produce for the Americas and Asia. These centers take over the fullproduct program of the global Centers of Excellence and serve the regional sales and service subsidiaries
with finished products and the assembly sites with assemble products.

Production companies and local assemblies
Guided by the Interroll Centers of Excellence, production companies manufacture and assemble products
for regional markets. They concentrate on specific product groups within the full product range.

Sales and service subsidiaries
Interroll sales companies concentrate on specific market and customer segments offering the full range
of Interroll products and 24-hour repair service.

Management of the operational subsidiaries
The management of above companies was delegated to the following persons:

Function

Region/country

Managed by

EuropeSales, service

Central Europe

O. Schopp

Interroll Fördertechnik GmbH, Wermelskirchen (DE)Sales, service

FranceG. Calvez

Interroll SAS, Saint-Pol-de-Léon (FR)Middle East

Sales, service

Northern Europe

E. KaiserInterroll Nordic A/S, Hvidovre (DK)

Sales, service

Great Britain, Ireland

Ch. Middleton

Interroll Ltd., Corby (GB)Sales, service

Iberic peninsula

R. RoviraInterroll España SA, Cerdanyola del Vallès (ES)Sales, service

Czech Rep., Balcany, Hungary

F. Ratschiller

Interroll CZ s.r.o., Breclav (CZ)

Sales, service

Poland, Russia, Ukraine

F. Ratschiller

Interroll Polska sp.z.o.o., Warsaw (PL)Sales

Turkey, Middle East

F. Ratschiller

Interroll Lojistik Sistemleri Ticaret Limited, Istanbul (TR)Sales, assembly, service

AfricaH. Campbell

Interroll SA (Proprietary) Ltd., Johannesburg (ZA)

RCoE, sales, service

North America

R. KeelyInterroll Corporation, Wilmington/NC (US)Sales, production, service

North America

S. CwiakInterroll Automation LLC, Jeffersonville (US)

Production

North America

C. Brown

Interroll Dynamic Storage, Inc., Hiram/Atlanta (US)Sales, production, service

North America

S. Gravelle

Interroll Canada Ltd., Newmarket/Toronto (CA)Sales, production

North and South America

S. Gravelle

Interroll Components Canada Ltd., Concord/Toronto (CA)Sales, assembly, service

Brazil, Argentina

D. HahnInterroll Logística Ltda., Jaguariuna/São Paulo (BR)Asia

RCoE, sales, service

China

S. Foong

Interroll (Suzhou) Co. Ltd., Suzhou (CN)Sales, service

South Korea

N. KimInterroll Korea Corp. Seoul (KR)

Pacific

Sales, service

Japan

Y. Kawakubo

Interroll Japan Co. Ltd., Tokyo (JP)Sales, assembly, service

ThailandN. Grisorn

Interroll (Thailand) Co. Ltd., Panthong (TH)Sales, service

Singapore, South East Asia

G. W. Seng

Interroll (Asia) Pte. Ltd., Singapore (SG)Sales, assembly, service

Australia

P. CieriInterroll Australia Pty. Ltd., Melbourne (AU)

AfricaAmericas54

CompanyCorpor ate Governance
Board of directors

5 Board of Directors
Members of the Board of Directors

From left to right
Ingo Specht, Urs Tanner, Kurt Rudolf, Philippe Dubois, Paolo Bottini, Marco Ghisalberti und Prof. Horst Wildemann

The Board of Directors of Interroll Holding Ltd., Sant’Antonino (CH), consisted of seven members at­year-end 2012:
Name

Year of birth
Nationality

Function
Committee membership

Initialelection

Electeduntil

Kurt Rudolf

1942
Swiss

Chairman since 2006
Compensation committee since 2006

2001

2013

Urs Tanner

1951
Swiss

Deputy chairman since 2009

2008

2014

Paolo Bottini

1965
Swiss

MemberAudit committee since 2003

2003

2015

Philippe Dubois

1950
Swiss

MemberAudit committee since 2003

2003

2015

Dr. Horst Wildemann

1942
GermanMemberCompensation committee since 1999

1999

2014

Marco Ghisalberti

1961
ItalianMember

1997

2015

Ingo Specht

1964
GermanMember2006

2015

Election principles and terms of office
The Board of Directors is composed of at least six members. These members are elected individually by theGeneral Meeting of the shareholders for a three-year term. The shareholders Dieter Specht and Bruna
Ghisalberti or their direct first-generation descendants are entitled to nominate totally two representatives(one representative per family), as long as they hold at least 10 % each of the share capital. The chairmanof the Board is elected by the Board of Directors (Art. 19 and 20 of the Articles of Association).

55

Corpor ate Governance
Board of directors

Professional background and vested interests of the Board of Directors
Kurt Rudolf
Dipl.-Ing. ETH
Current activities
Since 1996:

Member of the Board of Directors of Medela Group, Zug (CH/US)

Professional background1986 – 1990: CEO Portescap Group, La Chaux-de-Fonds (CH)1982 – 1985:

Managing Director of LGZ Landis & Gyr Zug Ltd., Zug (CH)Urs Tanner
Executive MBA, University St. Gallen (CH)
AMP, Harvard (US)Current activities
Since 2012:

Co-owner of Halcyon Associates Inc., Monson (US)

Since 2011:

Member of the Board of Directors of Belimed Ltd., Zug (CH)

Since 2011:

Member of the Board of Directors of Plaston Ltd., Widnau (CH)

Since 1995:

Member and delegate of the Board of Directors of Medela Group, Zug (CH)

Professional background1995 – 2007: CEO of Medela Group, Baar (CH)1983 – 1994: Managing Director of Tool & Plastics, Mikron Group, Biel (CH)1967 – 1983:

Management positions at Styner + Bienz (Adval Tech), Niederwangen (CH)

Paolo Bottini
Lic. iur., lawyer
Tax specialist (Eidg. dipl.)
Current activities
Since 2011:

Managing Partner of Bär & Karrer, Zurich (CH)

Professional background2002 – 2010: Partner and Director of Bär & Karrer, Lugano (CH)2000 – 2001: Partner of Bär & Karrer, Lugano (CH)1996 – 2000: Associate of Bär & Karrer, Lugano (CH)

Philippe Dubois
Lic. iur. and lic. oec.
Current activity
Since 2002:

Independent management and financial consultant for M & A, corporate financeand management coaching

Professional background1999 – 2001: Senior Investment Banking positions at Bank Julius Bär
1982 – 1999: UBS Warburg (also responsible for the IPO of Interroll)56

Corpor ate GovernanceB o a r d o f Di r e c t o r sProf. Dr. Horst Wildemann
Prof. of university Dr. Dr. h. c. mult.
Honorary professor at the universities of Klagenfurt, Passau and Cottbus (DE)Award of the first class cross merit of the Federal Republic of Germany
Award of the order of merit of Bavaria
Dipl.-Ing. in mechanical engineering and Dipl.-Kfm. in business administration at the universities of­Aachen and Cologne (DE) and also of the universities of Southern California and Indianapolis (US)Member of the Logistic Hall of Fame (since 2004)
Current activities
Since 2009:

Chairman of the board of Directors, Möhlenhoff GmbH, Salzgitter (DE)

Since 2008:

Chairman of the board of Directors, IWIS-Ketten GmbH, Munich (DE)

Since 2008:

Chairman of the board of Directors, Rudolf GmbH, Geretsriet (DE)

Since 2007:

Chairman of the board of Directors, Pinta Elements GmbH, Munich (DE)

Since 2007:

Member of the Board of Directors, Sick AG, Waldkirch (DE)

Since 2000:

Member of the Board of Directors, Hamberger Industriewerke GmbH, Stephanskirchen (DE)

Since 1998:

Chairman of the Board of Directors, Grosshaus GmbH, Lennestadt (DE)

Since 1996:

Member of the Board of Directors, Zeppelin GmbH, Friedrichshafen (DE)

Since 1988:	Professor ordinarius for management, production and logistics,
Technische Universität München, Munich (DE)
Since 1980:

Managing Director of TCW Consulting GmbH, Munich (DE)

Marco Ghisalberti
Laurea, Economia e Commercio, Istituto Universitario di Bergamo (IT)MBA, Boston University, Boston (US)Current activities
Since 2006:

Managing Director of Rulli Rulmeca S.p.A., Bergamo (IT)

Since 1996:

Member of the Board of Directors of Rulli Rulmeca S.p.A. and Rulmeca S.p.A. (IT)Professional background2000 – 2003:	Senior managing positions within the Rulmeca Group
1995 – 1999: Regional sales manager Rulli Rulmeca S.p.A., Bergamo (IT)Ingo Specht (executive member)
Profess. qualification as Industrial Business Manager, Chamber of Commerce and Industry Cologne (DE)Current activity
Since 2007:

Managing Director of Interroll Ltd., Sant’Antonino (CH)

Professional background2010:

Head of Corporate Marketing, Interroll (Schweiz) Ltd., Sant’Antonino (CH)2003 – 2007: Head of Corporate IT, Interroll Management LTD., Sant’Antonino (CH)1998 – 2002: Vice President Corporate Development, Interroll (Schweiz) AG, Sant’Antonino (CH)1993 – 1997:

Owner and managing director of Luxis AG, Locarno (CH)1986 – 1993:

Deputy Managing Director of Interroll LTD., Sant’Antonino (CH)57

Corpor ate GovernanceInternal organisation

6 Internal organisation
Constitution and comittees of the Board of Directors
The Board of Directors consists of the Chairman, the Deputy Chairman and the other Members. The Boardof Directors is assisted by two permanent committees within the areas of auditing (Audit Committee) andremuneration policy (Compensation Committee).

Audit Committee
The Audit Committee receives the audit reports prepared by the local external auditors and of the Groupauditor. It prepares the respective reporting on them to the Board of Directors. In particular, it satisfies ­itself that the Group companies are also audited on a regular basis. The Audit Committee mandates
the internal audit department to execute internal audits and revises respective audit reports.
At least once a year, the Audit Committee also commissions a report on audits undertaken and planned
as well as on any proposals to improve the auditing function. The Audit Committee submits its proposals to
the Board of Directors for decision.

Compensation Committee
The Compensation Committee submits its proposals for the salary and bonus of the CEO, the Membersof Group Management, and the compensation of the Board of Directors to the Board of Directors for
decision. At the beginning of the year, it defines the targets to be attained for bonus payments to become
applicable. In addition, the Compensation Committee is responsible for establishing the terms of theshare ownership scheme.

Mode of collaboration of the Board of Directors and its committees
The Board of Directors meets as often as business requires, but at least four times per year. The meetings areconvened by the Chairman of the Board of Directors. Each member of the Board of Directors may demandthat a meeting be convened, specifying the item on the agenda to be discussed. The CEO participates at themeetings of the Board of Directors. The Executive Vice Presidents of the respective functional units andthe Vice Presidents of the Corporate Functions as well as other members of the management are invited toattend meetings when necessary.
The Board of Directors is deemed quorate if an absolute majority of its members is present in person.
Resolutions are adopted on the basis of an absolute majority of votes present. In the event of an equal divisionof votes, the Chairman casts the deciding vote. All resolutions are recorded in the minutes.
Both committees of the board meet as necessary. Any member is entitled to convene committee meetings.
In the business year 2012 the Board of Directors met on five occasions, the Audit Committee three times
and the Compensation Committee twice for regular scheduled meetings.

58

Corpor ate GovernanceCompetence Regul ations/Infor m ation and control instruments

7 Competence regul ations
Statutory base for the competence regulations
All basic competences and tasks of the organs are lined out in the articles of associations of Interroll
Holding Ltd. Responsibilities and duties that cannot be transferred to third party are defined in these­articles.

Responsibility of the Board of Director
The Board of Director is responsible for the Group’s strategy and governs the overall management, supervision and control over the operational management of the Interroll Group. The Board of Directors
has exercised its statutory authority to delegate management to third parties who need not be shareholders(Group Management).

Management and organisational regulations
In the provisions of the organisational regulations, the Board of Directors has delegated the managementof ongoing business to a Chief Executive Officer (CEO). The CEO is responsible for the overall managementof the Interroll Group and for all matters not falling under the purview of another governing body,as specified by law, the Articles of Association or the organisational regulations. In particular, the CEO is
responsible for the operational management of the Company as a whole. Competences and controls are
specified within a set of organisational regulations.

8 Information and control instruments
Reporting to the Board of Directors
At each meeting, the CEO informs the Board of Directors of the course of business, the principal events
within the Group and the discharge of duties delegated to the Group Management.

Management information system
The Management Information System (MIS) of the Interroll Group consolidates the balance sheet, income
statement and cash flow statement, as well as financial data pertaining to the subsidiary companies, on amonthly basis and compares the current figures with those of the previous year and the budget. On the basisof the quarterly financial statements, the budget is assessed in the form of a forecast as to whether it isattainable with regard to each entity and also for the consolidated group. The financial reports (MIS) are
discussed with the CEO at meetings of the Board of Directors.

Internal audit and control instruments
On behalf of the Audit Committee, internal audits are performed annually at selected subsidiary companies.
The focal points of the audit are defined according to the risk profile of the respective entity. The reportsof the Audit Committee are discussed with the local management.
Extraordinary occurrences and decisions of material importance, as specified in the organisational
regulations, are immediately brought to the attention of all members of the Board of Directors in writing.

59

Corpor ate GovernanceGroup Management

9 Group Management
Members of the Group Management
Name

Year of birth
Nationality

Function

Member sincePaul Zumbühl

1957
Switzerland

Chief Executive Officer (CEO)January 2000

Dr. Ralf Garlichs

1962
Germany

Executive Vice President Products & Technology

July 2006

Dr. Ch. Reinkemeier

1966
Germany

Executive Vice President Global Sales & Service

January 2011

Jens Karolyi

1970
Germany

Vice President Corporate Marketing

January 2011

Tim McGill

1955
Great Britain

Executive Vice President Americas

January 2011

Kwang-Heng Seng

1951
Singapore

Executive Vice President Asia

April 1988

Professional background and vested interests of the Group Management
Paul Zumbühl
Dipl.-Ing., Lucerne university of applied sciences, Lucerne (CH)MBA, Joint University Program of the univ. in Boston, Berne, Shanghai
AMP, Kellogg Business School of Northwestern University, Chicago (US)Marketing Management Diploma (Eidg. Dipl.)
Current activity
Since 2000:

Chief Executive Officer, Interroll Group

Further activities
Since 2009:	Member of the Board of Directors, Looser Holding AG, Arbon (CH)
Since 2007:	Member of the Board of Directors, Schlatter Holding AG, Zurich
Professional background1994 – 1999:	CEO of Mikron Plastics Technology and member of the Executive
Management Board, Mikron Group, Biel (CH)1988 – 1994:	Managing Director and further management positions at
Sarna Group, Sarnen (CH)1984 – 1987:	Sales Manager/Engineer at SYMALIT AG, Lenzburg (CH)60

Corpor ate GovernanceGroup management

Dr. Ralf Garlichs
Dr. Ing. (Mech. engineering, focus production eng.), University Hannover (DE)Current activity
Since 2011:

Executive Vice President Products & Technology, Interroll Group

Professional background2006 – 2010:	Managing Director of “Drives & Rollers”,
Interroll Group
1999 – 2006:	Managing Director of Reflex Winkelmann and further
managing positions at Winkelmann, Ahlen/Westfalen (DE)1994 – 1999:	Head Production, Logistics, Festo Tooltechnic, Esslingen/DE

Dr. Christoph ReinkemeierDr. (Equipment and system technologies), University of Münster (DE)Current activity
Since 2011:

Executive Vice President Gobal Sales & Service, Interroll Group

Professional background2007 – 2010:	CEO for North and South America at Deckel Maho 		
Gildemeister (DMG) America Inc., Chicago (US)2000 – 2006:	Several management positions at Ista International GmbH,­Essen (DE)1998 – 2000:	Project manager of corporate development E.On AG,­Düsseldorf (DE)

Jens Karolyi
Dipl. in Business Administration, University of Bamberg and Giessen (DE)Current activity
Since 2011:

Vice President Corporate Marketing, Interroll Group

Professional background2007 – 2010:	Vice President Marketing and Communications Northern
Europe, Ericsson, Düsseldorf (DE)2000 – 2007:	Management positions in Marketing, Branding and Communi­
cations at Ericsson Northern Europe, Düsseldorf (DE)61

Corpor ate GovernanceGroup management

Tim McGill
Majored in English, Brockenhurst College, Hampshire (GB)Current activity
Since 2011:

Executive Vice President Americas, Interroll Group

Professional background2000 – 2010:	Head of Interroll Dynamic Storage North America, Newmarket
1996 – 2000:	President of Interroll Canada, Newmarket (CA)1995 – 1996: President of Werner Precision Rollers Canada, Concord (CA)1990 – 1995: Sales Director Interroll Canada, Newmarket (CA)Kwang-Heng Seng
Bachelor of Science (Production Engineering) at Aston University (GB)Current activity
Since 2011:

Executive Vice President Asia, Interroll Group

Professional background1988 – 2010: Head of New Markets of Interroll Group
1988 – 2010: Managing Director Interroll (Asia) Pte. Ltd., Singapore (SG)1986 – 1988: Division Manager, Guthrie (Singapore) Pte. Ltd., Singapore

Management contracts
There are no management contracts with third parties.

Changes in the Group Management
As per 30th June 2012, Christian Hähni (Head of Corporate IT) and as of 30th November 2012 Jürg
­Häusermann (Chief Financial Officer) left the Group Management. The position “Head of Corporate IT”
was not replaced equivalently. The Group has appointed Mr. Daniel Bättig as new Chief Financial Officer
who started his new position at 1st of March 2013:

Daniel Bättig
MBA (GSBA, Zürich), Dipl. Wirtschaftsprüfer, Betriebsökonom FH
Current activity
Since 2013:

Chief Financial Officer, Interroll Group

Berufliche Laufbahn
2012 – 2013:

CFO, Asendia Holding SA (CH, FR)

2007 – 2012: Head of International Mail, Swiss Post International, Berne (CH)1999 – 2007:	CFO, Swiss Post International, Berne (CH)1998 – 1999:	Group Chief Accountant, Xstrata Plc., Zurich (CH, GB)1991 – 1997:	Various financial management functions within the Von Roll Group in the US, Brasil and
Switzerland

62

Corpor ate GovernanceCompensation/sharholdings and loans

10 Compensation system of the Board of Directors
Methodology to determine the compensation of the Board of Directors
The Board of Directors determines on a yearly basis the level of compensation payable to its membersin accordance with their activities and responsibilities. The membership in committees is not remunerated
separatly. Extraordinary activities exceeding the normal activities of a member of the Board of Directors
may be compensated separately.

Content of the remuneration to the Board of Directors
The members of the Board of Directors receive the total remuneration in cash. No variable portion is
included in the total compensation. No member of the Board of Directors participates in the existing shareoption plan. Any social costs are borne by the employer.
Neither Interroll Holding Ltd. nor its subsidiries have granted advances or financial liabilities to the­members of the Board of Directors.

11 Compensation system of the Group Management
Competence regulations to the remuneration of the Group Management
Based on the proposal of the Compensation Committee, the Board of Directors annually determines thecompensation of the Group Management. The total compensation for the CEO is proposed by theCompensation Committee. The total compensation for the other members of the Group Management is
proposed by the CEO and presented annually to the Compensation Committee for authorisation.

Criteria to the determination of remuneration
The compensation is determined in accordance with the global responsibility, the individual and concrete
contribution that adds value to the long term strategic development of the Group and on the complexityof the area of responsibility.
Whenever deemed appropriate, external support and/or international compensation benchmark studies
will be referred to for the definition of the pay and benefits scheme.

63Corpor ate Governancesharholdings and loans

Content of the remuneration to the Group Management
There are individual remuneration agreements with each member of Group Management. The target­remuneration of each member of the Group Management consists of a fixed and of a variable component.
Depending on the function and on the course of business, the variable component for operational functions
ranges between 25 % and 60 % and for central functions between 10 % and 30 % of total compensation. In theyear under review, the variable portion of total ­compensation was approximately 35 %.
There are two key criteria defined for the variable compensation component of each member of Group­Management. On one hand, it is the total Group result or the result for which the member is responsible. The
other criteria is the achievement of individually defined objectives such as the launch of new products,­increase of market share, successful development of strategic projects, the development of new markets orother targets.
The individual objectives for the operational management are up to one third and for central functions up to
two third of the variable remuneration component. The percentage depends on the strategic position of
the company resp. operational unit or on important projects for the Group.
The basic key performance indicators for the Group are the revenue development, the increase in­productivity respectively margins and the EBITDA. If a member does not achieve the agreed objectives due
to external facts beyond his influence, the Compensation Committee may, as an exception, deviate fromthe compensation agreement in favour of the member of Group Management. There was no such exception
in both years under review.

Adjustments to the fixed remuneration
Adjustments to the fixed remuneration component can only be agreed upon after a term of three to four
years and are subject to individual performance assessments and changes in the scope of responsibility.

Payment methods
The fixed compensation component is paid in cash. The variable component is either fully paid in cash or
partly or even fully paid in shares. The payment method is individually determined with each memberof Group Management. A part of the shares assigned may be blocked over a period of three to five years.

Management option plan
In March 2006, Group Management and forty senior employees holding a management position at thatdate were offered to participate in a share option scheme. The option life ends on September 30th, 2013.
The option can be executed since April 1st, 2012. Each option entitles to subscribe for one Interroll share.
The strike price is CHF 323 per share. The compensation of the difference between the market value atthe exercise date and the strike price is impossible. The number of allocated shares was individually agreed
with each Group Management member, whereby the specific function within the Group Management
was taken into account.

64

Corpor ate Governancesharholdings and loans

Other compensations
There are special pension fund regulations for some members of Group Management. A member of GroupManagement pays a fourth or a third of the saving portion. The rest is paid by the employer. In addition,
each member of Group Management has a company car at his disposal or, alternatively, an equivalent monthly
allowance is paid. Beyond that no other significant compensation is made. Further notes to other compansations are outlined in chapter “13 – Changes of Control” of this Corporate Governance report.

Assessment of the total compensation to the Group Management
Compared with the previous year, the to tal compensation of Group Management did not change significantly. Compared to the previous year, there was an adjustment in the fixed remuneration components of thetwo members of Group Management. With all other members, there was no adjustment. The increase ofcontribution rates for pension plans lead to higher pension and social costs. There was a non-contractual
gross remunaration of CHF 0.3 m to a member of the Group management.

Loans to governing bodies
Interroll Holding Ltd. and its subsidiaries have not granted any loans, advances or credits to members of theBoard of Directors or of the Group Management in both years under review.

65

Corpor ate GovernanceS h a r e h o l d e r s ’ P a r t ici p a t i o n Rig h t s / C h a n g e s o f c o n t r o l , d e f e n c e m e a s u r e s

12 Shareholders’ Participation Rights
Representation and restriction of voting rights
Rights governing shareholder participation are in accordance with the requirements specified within the
Swiss Code of Obligations. Each share issued has one vote. A shareholder’s voting rights are restricted to a
maximum of 5 % of the total number of votes. Individual nominees, however, are entitled to exercise morethan 5 % of the total votes if they disclose the identity of the beneficiaries they represent and if the respective
beneficiaries as a whole do not exercise more than 5 % of the voting rights. This restriction of voting rights
does not apply to the founding families, insofar as the individual families hold at least 10 % of the share capital.
Registered shares of nominees that exceed 2 % of the shares outstanding are only listed in the Register asshares furnished with voting rights if the nominee has provided written consent to the possible disclosure ofnames, addresses and shareholdings of those persons for whom the said nominee holds 0.5 % or more of
the shares outstanding.

Statutory quorum
Subject to contrary statutory or legal provisions, the General Meeting of shareholders is quorate irrespectiveof the number of shareholders present and the shares represented by proxy.

Convocation of General Meeting of Shareholders
The invitation to the General Meeting of Shareholders is issued at least twenty days prior to the Meetingand is legally effective upon inclusion in the Company’s chosen vehicle of communication (“Schweizerisches
Handelsamtsblatt”). In addition, the Board of Directors sends a written invitation to those registeredshareholders listed in the share register.

Agenda and inscriptions in to the share register
The invitation to the General Meeting of Shareholders shall include all items on the agenda as well as all
motions put forward by the Board of Directors and, if applicable, by the shareholders who have called
for a General Meeting or the inclusion of an item on the agenda. No resolutions shall be passed on motions
relating to items which have not been announced in the requisite manner, with the exception of thosemotions relating to the convocation of an Extraordinary Meeting of Shareholders or the execution of a
special audit. No entries are made into the share register less than ten days prior to a General Meetingof Shareholders up to the day subsequent to the General Meeting of Shareholders.

13 Changes of control, defence measures
Statutory opting up or opting out rules
There are no statutory rules in relation to “opting up” and “opting out”.

Changes of Control clauses
There are no severance compensations agreed or any other agreements and plans in place that would apply
in the case of a change in control. Notice periods for the members of the Group Management are contrac­
tually agreed between three and twelve months. For one member of the Group management, a notice periodof three years is agreed upon.

66

Corpor ate GovernanceA u d i t o r / I n f o r m a t i o n P o l ic y

14 Auditor
Duration of the mandate and term of office of the lead auditor
With decision of the general assembly of May 11th, 2012, Interroll Holding Ltd. has appointed
PricewaterhouseCoopers (PwC) for another term of one year as its auditing company. With
Mr. Patrick Balkanyi, a new auditor in charge assumed the responsibility for the Group audit in 2012.

Audit fees
The audit fees charged from PwC to subsidiaries of the Interroll Group in the business year 2012 amounted
to CHF 0.40 m. The audit fees charged from PwC in 2011 amounted to CHF 0.35 m.

Additional fees charged by PwC
In 2012, PwC branch offices charged a total of CHF 0.04 m for tax and other consulting services(fees for such services charged in 2011: CHF 0.06 m).

Supervisory and control instruments pertaining to the audit
The Audit Committee is responsible for evaluating the external audit. The external auditors prepare an
audit report to be submitted to the Board of Directors. At least two consultations are held each year between
the external auditors and the Audit Committee. Material findings for each entity (Management Letters)
as well as for the consolidated accounts are presented in the “Comprehensive Auditor’s Report to the Boardof Directors” which is discussed in detail.

15 Infor mation Policy
Contact person
Interroll is committed to providing swift, transparent and simultaneous information for all stakeholders.
To ensure that, the CEO is available as a direct contact person.

Published reports on the course of business
The Interroll Group publishes comprehensive financial results twice a year: for the first half and for thefinancial year as a whole. In addition to the financial results that are carried out in accordance with IAS/IFRS,
shareholders and financial markets are regularly kept informed of significant changes and developments.

Source of information
Further relevant information and financial reports are available from www.interroll.com/ir. Financial
reports can be downloaded as PDF documents from www.interroll.com/en/investor_relations/. The half-yearly
and annual reports are also sent in print to all shareholders on the publication date.

67

Fi n a n ci a l R e p o r t
Interroll Group

Financial Reportof Interroll GroupTo the shareholders’ meetingof Interroll Holding Ltd.
Business year 2012
5th March 2013

Contents
Financial statements of Interroll Group72

Notes to the financial statement of Interroll Group

76

Financial report of Interroll Holding Ltd.

133

69

Fi n a n ci a l R e p o r t : C o n t e n t s
Interroll Group

Financial
ReportContents
1

Consolidated financial statements of Interroll

72

1.1

Consolidated statement of financial position

72

1.2

Consolidated income statement

73

1.3

Consolidated statement offinancial position

97

6.1

Property, plant and equipment

97

6.2

Non-current assets held for sale97

comprehensive income

73

6.3

Intangible assets

98

1.4

Consolidated statement of cash flows

74

6.4

Assets pledged or assigned

99

1.5

Consolidated statement of changes in equity

75

6.5

Inventories

100

6.6

Trade and other accounts receivable

100

6.7

Cash and cash equivalents

102

6.8

Financial instruments

103

6.9

Financial risks

104

6.10

Information on shareholder’s equity

109

6.11

Earnings per share

109

6.12

Financial liabilities

110

6.13

Leasing liabilities

113

6.14

Provisions

113

2	General Information to thefinancial statements

76

2.1

Convention of preparation

76

2.2

Critical accounting estimates and judgments

78

2.3

Principles of consolidation and valuation

79

2.4

Accounting principles:statement of financial positions

70

6	Notes to the consolidated statement of

85

2.5

Accounting principles: items of income statement 89

3

Risk management

3.1

Operational and strategic91

risk management

91

6.15

Pension obligations and pension costs

114

3.2

Financial risk management

91

6.16

Trade and other accounts payable

117

3.3

Capital risk management

94

4Changes to the scope of consolidation

95

5

Operating segments

96

Fi n a n ci a l R e p o r t : C o n t e n t s
Interroll Group7

Notes to the consolidated income statement

118

7.1

Personnel expenses

118

7.2

Research and development expenditures

119

7.3

Other operating expenses

120

7.4

Other operating income

120

7.5

Financial result

121

7.6

Income tax expense

122

8

Other disclosures tothe financial statements

8.1

126

Contingent liabilities andother commitments

126

8.2

Related party transactions

126

8.3

Subsequent events

128

8.4

Scope of consolidation

128

9

Report of the Group auditor

130

71

Fi n a n ci a l R e p o r t : S t a t e m e n t o f f i n a n ci a l p o s i t i o n
Interroll Group

1 CONSOLIDATED FINANCIAL STATEMENTS OF INTERROLL
1.1 Consolidated statement of financial position
see notes*

31.12.2012

Property, plant and equipment

6.1

76 82882 107

Intangible assets

6.3

39 15240 687

890

932

7.6

2 118

in thousands CHF

in %31.12.2011

in %ASSETS

Financial assets
Deferred tax assets
Total non-current assets

118 988715
52.4

124 441

Non-current assets held for sale

6.1

–

950

Inventories

6.5

35 59545 100741

528

Trade and other accounts receivable

6.6

57 43957 654

Cash and cash equivalents

6.7

Current tax assets

14 10952.0

10 522

Total current assets

107 88447.6

114 75448.0

Total assets

226 872

100.0

239 195

100.0

EQUITY AND LIABILITIESShare capital

8 540

8 540

Share premium

20 42726 630Reserve for own shares– 17 670– 21 018

Translation reserve– 44 319– 43 856

Retained earnings
Total equity

192 385
6.10–6.11

172 98970.2

143 285

Non-current financial liabilities

6.12

5 025

5 271

Deferred tax liabilities

7.6

2 300

2 441

Provisions

6.14

6 345

6 211

Total non-current liabilities

13 670

6.0

13 923Current financial liabilities

6.12

396

Current tax liabilities

7.6

9 068

9 264

Trade and other accounts payable

6.16

44 37549 87359.9

5.8

22 850Total current liabilities

53 83923.7

81 987

34.3

Total liabilities

67 50929.8

95 91040.1

Total liability and shareholder’s equity

226 872

100.0

239 195

100.0* See notes to the consolidated financial statements.

72

159 363Fi n a n ci a l R e p o r t : ( C o m p r e h e n s i v e ) I n c o m e S t a t e m e n t
Interroll Group

1.2 Consolidated income statementin thousands CHF

see notes*

Sales
Material expenses

2012

in %

2011

in %

307 155

100.0

271 932

100.0– 128 056

– 41.7– 123 657

– 45.5

7.1 & 6.15

– 89 694– 29.2– 83 908– 30.9– 5 951– 1.9

10 566

3.9

Other operating expenses

7.3– 52 798– 17.2– 48 908– 18.0

Other operating income

7.4

10 456

3.4

10 193

3.7

41 112

13.4

36 21813.3

Personnel expenses
Increase/(Decrease) in work in progress,
finished products and own goods capitalized

Operating result before depreciation
and amortisation (EBITDA)
Depreciation

6.1– 10 824– 3.5– 10 497– 3.9

Amortisation

6.3– 5 469– 1.8– 5 320– 2.0

Operating result (EBIT)

24 8198.1

20 401

7.5

Finance expenses– 1 274– 0.4– 1 234– 0.5

Finance income

540

0.2

1 316

0.5

– 734

– 0.2

82

0.0

24 085

7.8

20 483

7.5

Finance result, net

7.5

Result before income taxes
Income tax expense

7.6– 4 689– 1.5– 2 290– 0.8

Result6.11

19 396

6.3

18 193

6.7

Values per share (in CHF)
Non-diluted earnings (result) per share

6.11

24.27

22.99

Diluted earnings (result) per share

6.11

24.23

22.86

7.00

5.00

Distribution out of reserves from capital contributions

1.3 Consolidated statement of comprehensive income
Result19 39618 193Currency translation differences– 463– 3 855

Other comprehensive income, net of taxes– 463– 3 855

Total comprehensive income for the period

18 93314 338* See notes to the consolidated financial statements.

73

Fi n a n ci a l R e p o r t : S t a t e m e n t o f c a s h f l o w s
Interroll Group

1.4 Consolidated statement of cash flows
in thousands CHF

see notes*

ResultDepreciation, amortisation and impairment

2011

19 39618 19315 817

6.1 & 6.3

16 293

6.2, 7.3 & 7.4– 1 260

11

Financing result, net

7.5

734

– 82

Income tax expense

7.6

4 689

2 290

8 678

– 14 544

Changes in trade and other accounts receivable181– 13 153

Changes in trade and other accounts payable– 5 137

13 730Loss/(gain) on disposal of tangible and intangible assets

Changes in inventories

Changes in provisions, net

6.14

Income tax paid
Personnel expenses on share based payments

7.1

Other non-cash income
Cash flow from operating activities

181

– 828

– 6 597– 6 867

964

774

54

– 828

38 176

14 513Acquisition of property, plant and equipment

6.1– 6 564– 11 885

Acquisition of intangible assets

6.3– 4 082– 7 734

– 20

– 66

6.2

2 580

317

Acquisition of financial assets
Proceeds from disposal of property, plant and equipment
Settlement of loans receivable

42

44

–

– 931

102

111

Cash flow from investing activities– 7 942– 20 144

Distribution out of reserves from capital contributions– 5 594– 3 966–– 1 294

1 750

5 873

Proceeds from financial liabilities

49

7 052

Repayment of financial liabilities– 22 502

– 784

– 276

– 570

– 26 573

6 311

Translation adjustments on cash and cash equivalents

– 74

– 268

Change in cash and cash equivalent

3 587

412

Acquisition of subsidiaries, net of cash acquired

4Interests received

Purchase of own shares
Sale of own sharesInterests paid
Cash flow from financing activities

Cash and cash equivalent at January 1
Cash and cash equivalent at December 31* See notes to the consolidated financial statements.

74

2012

6.7

10 52210 11014 10910 522

Fi n a n ci a l R e p o r t : S t a t e m e n t o f c h a n g e s i n e q u i t y
Interroll Group

1.5 Consolidated statement of changes in equity

in thousands CHF

see notes*

Balance at January 1, 2011

Share
Capital

8 540

R eserve
Share for own Translation
Premium shares
R eserve

27 577 – 27 959– 40 001

ResultR etained
Earnings

Total equity

159 300

127 457

18 193

Translation adjustments– 3 855

18 193– 3 855

Other comprehensive income,net of taxes

–

–

–

– 3 855–– 3 855

Total comprehensive income

–

–

–

– 3 855

18 19314 338– 4 504–

Appropriation to reserves from
capital contributions

4 504

Distribution from reserves from
capital contributions, net– 3 966–– 3 966

Share based payments

7.1

– 276

1 050

774

Sale of own sharesincl. tax effects

6.10– 1 209

7 185

5 976

Purchase of own sharesincl. tax effects

6.10– 1 294– 1 294

Balance at December 31, 2011

8 540

26 630– 21 018– 43 856

ResultTranslation adjustments

172 989

143 285

19 396

19 396

– 463

– 463

Other comprehensive income,net of taxes

–

–

–

– 463

–

– 463

Total comprehensive income

–

–

–

– 463

19 39618 933– 5 594–– 5 594

Distribution from reserves from
capital contributions, net
Share based payments

7.1

– 320

1 284

964

Sale of own sharesincl. tax effects

6.10

– 289

2 064

1 775

20 427– 17 670

Balance at December 31, 2012

8 540

– 44 319

192 385

159 363* See notes to the consolidated financial statements.

75G e n e r a l I n f o r m a t i o n t o t h e f i n a n ci a l s t a t e m e n t s
Interroll Group

2 G ener al Information to the financial statements
2.1 Convention of preparation
General notes to the convention of preparation
The 2012 consolidated financial statements of Interroll Group are based on the annual financial statementsof Interroll Holding Ltd., Sant’Antonino and its subsidiaries as of December 31, 2012, drawn up according
to uniform Group accounting principles. The consolidated financial statements present a true and fair viewof the financial position, results of operations and cash flows in accordance with the International Financial
Reporting Standards (IFRS) and comply with Swiss law.
The consolidated financial statements are based on historical cost except for marketable securities,
investments not involving significant influence and derivative financial instruments, which are stated at fairvalue.
The preparation of financial statements in conformity with IFRS requires management to make judgments,
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities,
income and expenses. These judgments, estimates and assumptions are based on historical experienceand other factors that are believed to be reasonable under the given circumstances. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period orin the period of the revision and future periods if the revision affects both current and future periods.
Judgments made by management in the application of IFRS that have a significant effect on the consolidated
financial statements and estimates with a significant risk of material adjustment in the next years are disclosed under “2.2 – Critical accounting estimates and judgments”.

Revised IAS/IFRS standards and interpretations coming into effect in 2012
The Group’s results are in line with IAS/IFRS standards and interpretations. Thus, the Group regularly
monitors the amendments and new standards published by the International Accounting Standards Boards(IASB). In the course of the business year 2012, the following amended standards and interpretations wereenacted. None of them had a major impact on the financial statements of the Interroll Group:• Amendment of IAS 12 (effective as per 1.1.2012, deferred taxes)• Amendment of IFRS 7 (effective as per 1.7.2011, financial instruments)76

G e n e r a l I n f o r m a t i o n t o t h e f i n a n ci a l s t a t e m e n t s
Interroll Group

Future new or revised IAS/IFRS standards and interpretations
The following new or revised standards and interpretations were enacted before the balance sheet date
but will come into force later. Interroll does not early adopt these standards and interpretations in its
consolidated financial statements:• Amendment of IAS 1 (effective as per 1.7.2012, presentation of other comprehensive income)• Amendment of IAS 7 (effective as per 1.1.2013, netting of financial assets with financial liabilities)• New: IFRS 9 (effective as per 1.1.2015, financial instruments)• New: IFRS 10 (effective as per 1.1.2013, consolidated financial statements)• New: IFRS 11 (effective as per 1.1.2013, joint arrangements)• New: IFRS 12 (effective as per 1.1.2013, disclosure of interests in other entitites)• New: IFRS 13 (effective as per 1.1.2013, fair value measurement)• Amendment of IAS 19 (effective as per 1.1.2013, employee benefits)• Amendment of IAS 27 (effective as per 1.1.2013, separate financial statements)• Amendment of IAS 28 (effective as per 1.1.2013, investments in associates and joint ventures)• Amendment of IAS 32 (effective as per 1.1.2014, netting of financial assets with financial liabilities)• Annual improvement project 2011 (effective as per 1.1.2013)
According to IAS 19, the annual costs for defined benefit plans comprise the net interest costs, measured on
the funded status applying the same discount rate for plan assets and obligations. Actuarial gains andlosses (renamed to “remeasurements”) will be recognised immediately in other comprehensive income. For
the ­f inancial year 2012 the immediate recognition of these remeasurements in the equity through the othercomprehensive income and without considering tax effects would have reduced the equity by CHF 2.5 m(2011: increase of CHF 0.9 m). The equity as per end of 2012 would have been CHF 2.9 m lower (2011:
CHF 0.4 m lower) and the employee benefit obligations correspondingly higher. The impact on the income
statement due to interest costs on the net positions of the defined benefit plan would have been less than
CHF 0.1 m.
Group Management currently analysis potential effects of other new or amended standards and interpretations on the consolidated financial statement. The Interroll Group closely follows discussions on IAS/IFRS
standards and checks potential effects on group financial statement or disclosure requirements. At the­moment being, the Group expects only minor impacts in the presentation of the financial statements and nomaterial impact on the annual financial statements.

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Interroll Group

2.2 Critical accounting estimates and judgments
When preparing the consolidated financial statements, the Group Management and the Board of Directors
must make estimates and assumptions concerning the future. The resulting accounting estimates havean impact on the Group's assets, liabilities, income and expenses. Also, these estimates have an impact thepresentation of financial statments. Estimates made are assessed continuously and principally underlie­historical experiences and other factors. The resulting accounting estimates can, by definition, deviate fromthe actual outcome.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amount of assets and liabilities within the next financial years are discussed below:a) Income tax expense	The Holding company and its subsidiaries are subject to income taxes in various countries. Significant
judgment is required in determining the required worldwide provision for current and deferred income
taxes and the realization of tax losses carried forward. There are many transactions and calculations
made for which the final tax determination is uncertain in the year under review. In case final tax assessments or tax audits of such matters are different from the amounts that were initially recorded, such differences may materially impact income tax expenses of the current period. The assessment of deferred tax
assets is done with reference to business plans. Capitalised effects of carried forward losses are subject toannual review. Carried forward losses are only capitalised if they are usable within the next three years
under valid fiscal law in respective countries. The relevant figures are outlined in note 7.6.
b) Recoverable amount of goodwill, patents and licenses
	The assessment of the recoverable amount of goodwill and other intangible assets is, by definition,­subject to uncertainties regarding expected future cash flows. It requires making assumptions and calculating parameters, whose adequacy will only turn out in the future. We refer to comments made undernote 6.3 that also includes the relevant carrying amounts.
c) Provisions
	Liabilities from warranty are a result from the operational business of the Group. These provisions are
accrued at balance sheet date based on historical experience. The actual cash flow can be lower or higher
or specific requests can be covered by insurance.
The assessment of provisions and pension liabilities is, by definition, subject to uncertainties regarding
future cash flows. It requires making assumptions and determining parameters, whose adequacy will
­only become clear in the future.
We refer to comments made under notes 6.14 and 6.15, which also include the relevant carrying amounts.

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Interroll Group

2.3 Principles of consolidation and valuation
General notes to the principles of consolidation
The consolidated financial statements of Interroll Holding Ltd. include the parent company’s financial
statements and the financial statements of all directly or indirectly held Swiss and foreign subsidiaries
where the parent company holds more than 50 % of the voting rights or effectively exercises control throughother means.
The full consolidation method is applied, whereby the assets, liabilities, income and expenses are fully­incorporated. The proportion of the net assets and net income attributable to minority shareholders is presented separately as minority interest in the consolidated statement of financial position, the consolidated
income statement and the consolidated statement of comprehensive income.
Accounts payable to, accounts receivable from, income and expenses between the companies included in ­the scope of consolidation are eliminated. Intercompany profits included in inventories of goods produced
are also eliminated.
Subsidiaries acquired during the year are included in the consolidated financial statements from the dateon which control is obtained, while subsidiaries sold are excluded from the consolidated financial statementsfrom the date on which control is given up. The capital consolidation at acquisition date is effected on
the purchase method. The acquisition price for a business combination is defined by the sum of assets andliabilities acquired or incurred, measured at fair value, and of the sum of equity instruments issued. Transactions costs related to a business combination are expensed. The goodwill resulting from such businesscombination is to be recognized as an intangible asset. It corresponds to the excess of the sum of the acquisition price, the amount of non-controlled interests of the entity acquired, the fair value of equity instruments
held already held before over the balance of assets, liabilities and contingent liabilities at fair value. For thevaluation of non-controlled interests there are options per transaction. Either the non-controlled interests
is valued at fair value or based on the proportion of the net assets acquired at fair value related to the noncontrolled interests. An eventual negative goodwill is immediately recognized in the income statement after
review of the fair value of the net assets acquired and eliminated against the purchase price. The goodwill issubject to a yearly impairment test or even before if indications for an early impairment test exist.
Changes in the amount of holding which do not result in a loss of control are considered to be transactions
with equity holders. Any difference between the acquisition price paid resp. the consideration received andthe amount, by which the non-controlled interests value is adjusted, is recognized in the equity.

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Interroll Group

Investments in associates are investments where the parent company is either (directly or indirectly) entitledto 20 % to 50 % of the voting rights or has considerable influence through other means. Investments in­associates are accounted for by applying the Equity Method. Under this method, the investment is initially
recorded at the purchase price and subsequently increased or decreased by the share of the associate’s
profits or losses incurred after the acquisition, adjusted for any impairment losses. The Group’s share of­results of associates is recognised in the income statement and in the statement of comprehensive income
under share of profit and loss of associates. Goodwill included in the purchase price, representing any excess
of consideration over the Group’s share in net assets of the associate, is recognised as part of the investment’s
carrying amount. Dividends received during the year reduce the carrying amount of such investments.
Investments of which the Group does not hold a significant position of voting rights or of which theGroup holds less than 20 %, are not consolidated but stated at their estimated fair value. Such investments are­presented under financial assets at their estimated fair value. Any fair value adjustments are recognized inretained earnings. Fair value adjustments are recycled through the income statement at the date of disposal.

Foreign currency translation
The consolidated financial statements are presented in Swiss Francs (CHF). All assets and liabilities of
the consolidated foreign subsidiaries are translated using the exchange rates prevailing at the closing date.
­Income, expenses and cash flows are translated at the average exchange rates for the year under review.
The foreign currency translation differences resulting from applying different translation rates to the statement of financial position, the income statement and the statement of comprehensive income are added toor ­deducted from the line translation reserve of the equity. The same principle is applied for those resulting
from the translation of the subsidiaries’ opening net asset values at year end rates and those arising fromlong term intercompany loans (net investment approach).
Transactions in consolidated entities where the transaction currency is different from the functional
currency of the entity are recorded using exchange rates prevailing at the time of the transaction. Gains or­losses arising on settlement of these transactions are included in the income statement. Monetary assets andliabilities denominated in foreign currencies are translated using the exchange rates prevailing at year end(closing date). Any gains or losses resulting from this translation are also recognized in the income statement.

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Interroll GroupThe following most important exchange rates were used for the translation of financial statements
denominated in foreign currencies:

2012

Income Statement

Balance sheet(average rates)(Year end rates)

2011

Changein %31.12.2012

31.12.2011

Change
in %

1 EUR

1.204

1.233

– 2.3

1.207

1.216

– 0.7

1 USD

0.932

0.882

5.7

0.915

0.940

– 2.6

1 CAD

0.934

0.893

4.5

0.919

0.920

– 0.1

1 GBP

1.484

1.418

4.6

1.479

1.455

1.6

1 SGD

0.750

0.703

6.6

0.749

0.723

3.7

1 CNY

0.148

0.136

8.5

0.147

0.149

– 1.5

1 JPY

0.012

0.011

5.4

0.011

0.012

– 12.4

1 PLZ

0.289

0.299

– 3.3

0.296

0.273

8.7

1 THB

0.030

0.029

4.5

0.030

0.030

0.7
– 6.9

1 ZAR

0.114

0.122

– 6.5

0.108

0.116

1 DKK

0.162

0.166

– 2.2

0.162

0.164

– 1.0

1 AUD

0.968

0.919

5.4

0.950

0.955

– 0.6

1 CZK

0.048

0.050

– 4.6

0.048

0.047

1.9

1 BRL

0.477

0.529

– 9.7

0.447

0.503

– 11.3100 KRW

0.083

0.080

4.3

0.086

0.081

5.8

Current/Non-current distinction
Current assets are assets expected to be realised within one year or consumed in the normal courseof the Group’s operating cycle or assets held for trading purposes. All other assets are classified as
non-current assets.
Current liabilities are liabilities expected to be settled by use of cash generated in the normal course of theGroup’s operating cycle or liabilities due within one year from the reporting date. These also include shortterm borrowings made as part of credit limits granted for an indefinite period, but subject to a termination
period of less than one year from reporting date. All other liabilities are classified as non-current liabilities.

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Interroll Group

Segment reporting
Since 1st of January 2011, the Interroll Group consists of one single business unit. The complete productrange is sold in all markets through the respective local sales organisation. The customer groups being
OEM’s (original equipment manufacturers), system integrators and endusers are taken care by tailor-madeproduct offerings and differentiated consulting levels. The Interroll manufacturing units focus on the production of specific product ranges. Assembly units receive semi-finished products from the manufacturing
units and assemble a wide product range for their local markets. The Interroll Research Center, which iscentrally located, develops new application technologies and new products for all product groups. The manufacturing units continuously refine the current product ranges they are focused on.
The Group Management and the Interroll management structure are organized by functions (overall­management, Products & Technology, Global Sales & Services, Corporate Marketing, Corporate Finance andIT). The financial management of the Group by the Board of Directors is effected on one hand by turnoverof the product groups and geographical markets and on the other hand by the reporting of the consolidated
financial statements. The Group Management additionally assesses the achievement of financial and­qualitative targets of all legal entities.
Based on the current management structure, financial reporting to the chief operating decision makers
is carried out in one reportable segment which is equal to the consolidated statements of the Group.

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Interroll GroupStatement of cash flows
The statement of cash flows presents, net of any foreign exchange rate effects, cash flows during the year
classified by operating, investing and financing activities, thereby providing information about the changesof cash and cash equivalents during the reporting period. Cash equivalents are held for the purpose of meeting the Group’s short term cash commitments rather than for investment or any other purposes. The effectof foreign exchange rate changes on cash and cash equivalents in foreign currencies is disclosed separately.
Net cash from operating activities is determined using the indirect method, whereby the net result for theyear is adjusted for:a) effects of transactions of non-cash nature;b) deferrals or accruals of past or future operating cash receipts or payments;c) items of income or expense associated with investing or financing cash flows.

Impairments
The carrying value of long term non-financial assets except assets from retirement benefits and assets fromdeferred taxes are assessed at least once a year. If indications for an impairment exist, a calculation of the­recoverable amount is performed (impairment test). Goodwill, other intangible assets with an indefinite
useful lifetime and intangible assets which are not yet available for use, the recoverable amount is calculated
regardless of the existence of indications. If the carrying value of such an asset or the cash generating unit
to which such an asset belongs to exceeds the recoverable amount an adjustment is recognized through theincome statement. Impairments on a cash generating unit or a group of cash generating units are first
adopted on the goodwill and are thereafter proportionally split onto the other assets of the unit (or the Group).
The recoverable amount is the higher value of fair value less selling costs and value in use. The estimated­f uture discounted cash flows are evaluated to determine the value in use. The discounting rate applied­corresponds to a pre-tax rate which reflects the risk related the assets. If an asset does not largely generate
independent cash flows the recoverable amount of the cash generating unit is calculated to which the asset
concerned belongs to.
Impairments on the remaining assets are reversed if the estimations made in the calculation of the­recoverable amount have changed and either has resulted in a reduction of the impairment amount or no
impairment is required anymore. An appreciation in value of the goodwill may not be performed.

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Interroll Group

Derivative financial instruments
Derivatives financial instruments are stated at fair value. The method of recognizing gains or losses depends
on the type of the underlying transaction. The Group designates certain transactions with derivatives
as either hedges of the fair value of recognised assets or liabilities (fair value hedges); or hedges of highly
probable forecasted financial transactions (cash flow hedges). The Group documents at the inception of
the transaction the relationship between hedging instruments and hedged items within the context of its risk
management objective and strategy. The Group also documents its assessment of the effectiveness of the­derivatives at acquisition and during its term in relation to both, the values hedged or also in view of future
cash flows.
Changes in fair value are recognised as follows:a) Fair value hedges
	Changes in the fair value of derivatives designated and qualified as fair value hedges are recorded in theincome statement, together with any changes in the fair value of the hedged assets or liabilities.
b) Cash flow hedges
	Changes in fair value of derivatives designated and qualified as cash flow hedges are recognised in equity.
Amounts accumulated in equity are recycled to the statement of comprehensive income in the periods
when the hedged item will affect profit or loss. When a hedging instrument expires or is sold, or whena hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity
at that time remains in equity and is recognised when the initial transaction is ultimately recognizedin the income statement. When a forecast transaction is no longer expected to occur, the cumulative gainor loss that was reported in equity is immediately transferred to the income statement.
c) Other securities or financial instruments
	Certain derivatives do not qualify for hedge accounting. Changes in the fair value of such hedging instruments are recognised immediately in the income statement. The fair value of derivatives traded in publicmarkets is based on quoted market prices at the balance sheet date. The quoted market price used for­f inancial assets is the current bid price; the appropriate quoted market price for financial liabilities is thecurrent ask price. The fair value of derivatives which are not traded publicly (for example, “over-thecounter” derivatives) is determined by a valuation provided by the financial institution from whom thederivative has been acquired.

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Interroll Group

2.4 Accounting principles: statement of financial position
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses.
Non-current assets acquired by way of finance leases are recognised at the lower of the present value of­f uture minimum lease payments and fair value, and depreciated accordingly. The related leasing liabilities
are presented at their present value.
Depreciation is recognised on a straight-line basis over the estimated useful life and considering a potential
residual value. The following useful economic life terms apply to the Group's main asset categories:
Buildings 						25 years

Machinery 					10 years

Vehicles 						5 years

Office machines and furniture 		

5 years

Tools and moulds			

5 years

IT infrastructure				3 years

Components of major investments in fixed assets with different estimated useful lives are recognised­separately and depreciated accordingly. Estimated useful lives and estimated residual values are revised ona yearly basis as per reporting date and resulting adjustments are recorded in the income statement.
Assets under construction which completion has not yet been concluded or which cannot be used yet
are capitalised based on incurred costs as per closing date. Respective depreciation is recognised when theconstruction can be used.
Interests directly related to the acquisition or construction of property, plant and equipment is capitalised
and allocated to the related asset.

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Interroll Group

Intangible assets
Intangible assets include goodwill, intangible assets purchased in the course of business combinations­(patented and unpatented technology, customer relationship), licenses and patents and similar rights­acquired from third parties as well as software acquired from third parties. These assets are stated at costvalue and are are amortised on a straight-line basis over the following, expected useful life time:Standard software 			

3

years

ERP – Software 				

8

years

Customer relationship 			

5 –10 years

Patents, technology and licenses

6

years

Acquired customer relationship are customer values identified within the scope of IFRS 3. They are amortised based on their estimated melt off being a period of 5 – 10 years. In markets in which Interroll holds
a solid market position, customer value is amortised over 10 years. A shorter amortization period is definedin markets with stiff competition.
Patents and technical know-how are amortised over their expected useful life. In view of the innovative
market- and competition environment the amortization period has been determined to be 6 years.
Furthermore intangible values acquired within business combination may be identified. Such result
from individual contractual agreements. These values are amortized over the period deviated from the­contractual agreement.
Goodwill and intangible assets with an indefinite useful life are allocated to specific cash generating units
in order to allow the identification of possible impairment. Such impairment tests are carried out on a yearlybasis and any impairment is recognised in the income statement. Goodwill arising from the acquisition of
a foreign entity is attributed to that entity’s net assets and reported in the functional currency of that entity
being translated to the Group’s reporting currency at the year end rate.

Financial assets
Financial assets mainly comprise loans receivable that are stated at amortised cost less any valuation­a llowance. The recognition of interest income is based on the effective interest rate method. Moreover thisitem includes investments of less than 20 %. They are stated at their estimated fair value. Any fair value
adjustments are recognised in the equity and are recycled in the income statement only at the date of disposal
or when impairment arises.

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Interroll Group

Non-current assets held for saleTangible assets or a group of assets are classified as “non-current assets held for sale” if their carrying value
will most probably be realised in a divestment transaction rather than by being used in the normal courseof business. Such assets are brought actively onto market and should be sold within one year. Non-current
assets held for sale are presented at the recoverable amount, which is the lower of book value or fair valueless costs to sell.

Inventories
Inventories are stated at the lower of cost (purchase price or Group production cost) and net realisable value.
The cost of inventories is calculated using the weighted average method. Production overheads are allocatedto inventories on a proportional basis. Slow moving goods and obsolete stocks are impaired. Intercompany
profits included in inventories are eliminated by affecting net result.

Trade and other accounts receivable
Trade and other accounts receivable are stated at amortised cost, generally equalling nominal value.
The amount of valuation adjustments corresponds to the difference between the carrying amount and thenet present value of the future estimated cash flow. The valuation adjustments include individual impairment for specifically identified positions, where indication exists that the outstanding amount might not be
fully recovered.
Lump sum impairment covers expected losses that cannot be excluded based on historical data and payment
statistics. As soon as sufficient evidence is available that the receivable will definitively not be recovered,
the related amount is directly written off and offset with the specific individual impairment respectively.

Marketable securities
Marketable securities are stated at their fair value as of balance sheet date. Unrealised gains and losses areincluded in the financial result.

Cash and cash equivalents
Cash and cash equivalents include cash on hand, postal and bank accounts, as well as credit balances­payable on demand and deposits with a residual maturity of not more than 90 days at acquisition date.
These balances are stated at nominal value.

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Interroll Group

Shareholders’ equity
Shareholders’ equity is categorised as following:a) Share capital
The share capital contains the fully paid in registered shares.
b) Share premium	Share premium comprises payments from shareholders that exceed the par value as well as realised
gains/losses including tax on transactions with own shares.
c) Reserve for own shares	The acquisition price of own shares is disclosed as a reduction of shareholders’ equity. Realised gains andlosses on transactions with own shares are recognised in share premium. Compensation and cash inflows
resulting from the issue and subsequent possible exercise of share options are credited to the Groups’­reserves.
d) Translation reserve	Translation reserve consists of accumulated translation differences resulting from translation of groupsubsidiaries’ financial statements with a functional currency other than Swiss Franc and of equity-alikeintercompany loans. The changes in currency differences is presented in the consolidated statement ofcomprehensive income.
e)	Retained earnings	Retained earnings contains not distributed profits.

Financial liabilities
Loans payable and overdrafts are stated at amortised cost. The recognition of interest expenses is based on
the effective interest rate method.

Provisions
Provisions relate to product warranties and impending losses whose amount and timing is uncertain. They
are recognised if the Group has an obligation based on past occurrences at balance sheet date or a cash
drain is probable and can be reliably determined. The amounts recognised represent management’s best
­estimate of the expenditure that will be required to settle the obligation. Providing the effect is material,
long term provisions are discounted.

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Interroll Group

Retirement benefits
The Group sponsors pension plans according to the national regulations of the countries in which it­operates. All significant pension plans are operated through pension funds that are legally independent
from the Group. Generally, they are funded by employees’ and employers’ contributions. The foreign­pension schemes are normally defined contribution plans whereby the pension expense for a period equals
the companies’ contributions during that period. The Swiss and French pension schemes have certain­characteristics of a defined benefit plan; the financial impact of this plan on the consolidated financial statements is determined based on the Projected Unit Credit Method.
Actuarial gains and losses arising from the periodical reassessments of defined benefit plans are recognised
to the extent that they exceed 10 % of the higher of the present value of the defined benefit obligation andthe fair value of plan assets. The amount exceeding this “corridor” is amortised over the expected averageremaining duration of employment of the employees participating in the plan.

Trade accounts payable
Trade accounts payable are stated at amortised cost, generally equalling nominal value.

2.5 Accounting principles: income statement
Revenue recognition, income from services
Revenue is generally recognised upon delivery (transfer of risk and use), depending on the size and the­complexity of the order, when technically approved by the customer. The Group establishes appropriate
warranty provisions relating to rendered services in order to cover expected claims. Services which the­Interroll Group performs in direct relation to its core products sold are recognised upon delivery in net
sales. The Group performs services to third parties in connection with administrative tasks and freight.
Furthermore, the Group grants distribution licenses to selected franchisees. Revenue resulting from these
services are disclosed as other operating income in the income statement.

Material expenses
Material expenses include all costs of raw materials and consumables used, goods purchased and third-­
party manufacturing, processing or conversion of the Group’s products (services purchased).

Product development
Expenditure on research and development is only capitalised when the cumulative recognition criteria of
IAS 38 are met. Expenses for product development include wages and salaries, material costs, depreciationof technical equipment and machinery dedicated to research and development, as well as proportional­overhead costs. Such expenses are included in the respective line item of the income statement.

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Interroll Group

Employee participation plans
Certain employees participate in equity based compensation plans of Interroll Holding Ltd. All equity based
compensation granted to these employees is valued at fair value at grant date and recognised as personnel
expense over the period until vesting date. The fair value is calculated on the basis of the Binomial method.
Discounts granted to beneficiaries on the unconditional purchase of Interroll shares are recognised in theincome statement at grant date. Cash inflows resulting from equity based participation plans are recognised
as an increase of equity. Cash compensated participation plans are recognised as other liabilities and arevalued at fair value at balance sheet date.

Operating lease expenses
Property, plant and equipment that are held under operating leases are not recognised on the statement offinancial position. The operating lease expense is recognised in the income statement on a straight-line
basis over the lease contract period. Operating lease obligations depending on revenues are estimated andaccrued as they become due.

Financial result
Interest expenses on loans and finance lease liabilities are recognised as financial expenses, whereasinterest income on financial assets is recognised in financial income, both on an accrual basis. Moreover the­f inancial result includes foreign exchange gains and losses arising from the translation of items of the­statement of financial position and transactions in foreign currencies as well as changes in fair value of­f inancial instruments.

Income tax expense
Current income taxes are calculated on the statutory results of the Group companies at the enacted or­substantively enacted tax rate. They also include adjustment charges and credit notes issued on previous
years’ results.
Changes in deferred taxes are generally recognized in the income tax position, unless the underlying­transaction has been directly recognised in the other comprehensive income. In such case the related­income tax is also directly recognized in the statement of comprehensive income or in equity. Temporary
differences resulting from initial recognition of assets and liabilities are not recognised in the income­statement. Temporary differences on the participation value of subsidiaries are not recognised if it is probablethat the temporary differences will not go into reverse in the foreseeable future.
Deferred taxes are calculated using local enacted or substantively enacted tax rates. The future benefits of
tax loss carry-forwards are recognised as an asset if it is probable that future taxable profits will be available
to realise such benefits.

90

risk management
Interroll Group3 r isk management
3.1 Operational and strategic risk management
Risk management on group level supports strategic decision making. Operational and strategic risk­management coordinates and monitors risks arising from the economic activities of the Group.
A systematic operational and strategic risk analysis is performed annually by the group management. In anannual strategy meeting, Group Management discusses and analysis such risks. The board of directors isregularly informed in a uniform manner with the nature, scope, assessment and counteractive measures of
the risks.

3.2 Financial risk management
General information to the financial risk management of the Interroll GroupThe Group’s activities expose it to a variety of financial risks: market risk (currency risk, interest rate risk
and price risk), credit risk, liquidity risk and cash flow risk. The Group’s risk management program focuseson the unpredictability of financial markets and seeks to minimize potential adverse effects on Group’s­f inancial performance.
The Board of Directors has the supreme responsibility for risk management. The Board of Directors­appoints thereto the Audit Committee, who is responsible for the development and the supervision of therisk management principles. The Audit Committee reports regularly to the Board of Directors.
The principles established for risk management are geared to identify and analyze those risks that may­impact the Group, to define adequate limits and to perform controls over the risks and their adherence to.
The risk management principles and the related procedures are regularly verified in order to consider
changing market conditions and operations of the Group. The target is to develop management regulations
and management processes and a disciplined and constructive control environment through existing­training and guidelines ensuring a disciplined and conscious handling of risks.
The Audit Committee supervises management in the control of compliance with principles and processes.
Their adequacy is permanently verified in respect of the risks that the Group is exposed to. The Audit­Committee is supported in this respect by the internal audit department.

91

risk management
Interroll Group

Financial risk management is carried out by the central treasury department. Group Treasury identifies,
evaluates and reduces financial risks in close co-operation with the Group’s operating units and reports atregular intervals to the Audit Committee.
The following sections provide a summary of the scope of individual risks and on the targets, principles andprocesses implemented for measuring, monitoring and hedging financial risks. Additional information on
the financial risks is included in the notes to the consolidated financial statements (see note “6.9 – Financial
risks”).

Market Risk
Market risks to which the Interroll Group is exposed to can be summarised into the following three main
risk categories:a) C urrency risk exposure	The Group operates internationally and is exposed to foreign exchange risks arising from various currencies. Foreign exchange risks arise from future commercial transactions and from recognised assets andliabilities. To manage its foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, the Group operates an internal monthly “Netting” process. Net exposure­resulting from assets and liabilities recognised is partially reduced using forward currency contracts. Suchcontracts are entered into only with high-credit-quality financial institutions. Furthermore the decentralised structure of the Group contributes to a substantial reduction of foreign currency exchange risks.
b) Interest rate risk
	Financial assets and liabilities contain interest bearing loans at either a fixed or a variable rate. Relatinginterest risks are disclosed in 6.9.
c) Price risk
	The Group is exposed to raw material price changes as well as to price changes on financial liabilities
and assets. Raw material price risks are not hedged while risks from financial assets and liabilities may­partially or fully reduced using derivative financial instruments (as described in 2.3 – Principles of­consolidation and valuation, section “derivative financial instruments”).

92risk management
Interroll Group

Credit Risk
The risk of default is the risk to incur a financial loss when a customer or a counterparty to a financial instrument does not fulfill its legal obligation. The default risk at Interroll exists on trade and other accounts
receivable and on cash and cash equivalents.
Customers exceeding EUR 5 000 credit limit are verified for their creditworthiness before the order is­executed. The creditworthiness verification is also based on the credit information database provided by aninternational service provider leading in this sector. Their software allows determining a credit limit per
single customer, based on specifically determined calculation formulas. The calculation formulas have been
defined by the Interroll Group.
Accumulation of credit risks in trade and other accounts receivable is limited due to numerous customers
and their worldwide location. The extent of credit risks is mainly determined by the individual characteristics of each single customer. The risk evaluation includes an assessment of the creditworthiness by con­sidering the customer’s financial situation, its credit history and other factors. Sales and revenue from services
are performed only with customers whose credit worthiness is proved through the above process. A credit
limit is defined for each customer. These limits are verified at least once a year.
Interroll invests its funds in short term deposits at a multitude of banks with whom long standing rela­tionships exist. Such deposits have a maturity date shorter than twelve months. Likewise transactions with
derivative financial instruments are entered into only with major financial institutions. Interroll does nothold material open positions with these institutions.
The maximum credit risk from financial instruments corresponds to the balance sheet amount of each­single financial asset. There are no guarantees or other liabilities that could increase the risk over the corresponding amount in the statement of financial position.

Liquidity Risk
Liquidity risk is the risk that the Group cannot fulfil its financial obligations on time.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the­availability of funding through an adequate amount of committed credit facilities and the ability to closemarket positions at any time. Due to the dynamic nature of the underlying business, Group Treasury
aims to ensure funding by keeping committed credit limits available.

93risk management
Interroll Group

3.3 Capital risk management
Objectives and principles of capital management
It is the objective of the Interroll Group to safe-guard ist going concern by the definition and adherence toa strong base of equity. Such equity level is defined based on the operational and balance sheet risk of
the Group. Refunding of the Group shall be adapted to the asset structure and allow further growth of thebusiness. The distribution of a regular portion of the profits shall be made possible based on the reali­sation of an appropriate return on equity.

Equity ratio targets and pay-out ratio
Based on above targets and principles, Group Management aims at a long term equity ratio of approximately
50 %. The ordinary pay-out ratio corresponds to about 30 % of net profit. This ratio may deviates dependingon the general economic outlook and the planned future investment activities.

Key figures to capital management
The following table discloses some essential key figures in regards to capital risk management. Further­notes can be found in the inbounds of the annual report.
in m CHF, if not noted differently

2012

2011

Total assets

226.9

239.2

Net financial assets/debts

8.7

–17.6

Gearing (net debts/equity)

n/a

0.1

Operating cash flow

38.2

14.5

Indebtedness factor (net debts/cash flow)

n/a

1.2

Equity

159.4

143.3

Equity ratio (equity in % of assets)

70.2

59.9

Result19.4

18.2

Return on equity (in %)

12.8

13.4

Non-Diluted Earnings per share

24.3

23.0

Distribution per share

8.0

7.0

Pay out ratio (in %)

32.9

30.5

Debt Covenants
Determined debt covenants for comitted credit lines in the amount of CHF 40 m demand an equity ratioof at least 35 % (see 6.9 Financial risks – Credit facilities and debt covenants)

94

Changes to the scope of consolidation
Interroll Group

4 Changes to the scope of consolidation
Changes in the business year 2012
In the year under review, there was no acquisition of subsidiaries or business activities respectively. There
were also no payments due from previous acquisitions.

Changes in the business year 2011
As per 1 January 2011 the business activities of the former licensing partner in Australia (CSA Conveyors)
were acquired by Interroll Australia Pty. Intangible and tangible assets at fair value amounted to CHF 1.1 m
whereof half was paid in November 2010 and the other half in January 2011.

Allocation of net assets acquiredin thousands CHF

2012

2011

Fair value

Fair value

Property, plant and equipment–

170

Intangible assets–

875

Total non-current assets

–

1 045

Inventory–

331

Total current assets–

331

Total assets

–

1 376

Deferred tax liabilities–

262

Total liabilities–

262

Total net assets acquired

–

1 114

Goodwill acquired––

Total acquisition costs

–

1 114

The full amount is for the acquisition of CSA Conveyors and was settled in cash.

Cash flow from acquisitions
2012

2011

Settled in cash for the acquisition of CSA Conveyor–– 1 114

thereof already settled in the previous year–

570

Settlement of outstanding acquisition price from previous years

–

– 387

Net cash used in acquisitions

–

– 931

in thousands CHF

The settlement of an outstanding acquisition price in 2011 was the last installment related to the acquisitionof BDL France dated back in year 2006.

Further notes to acquisitions
Intangible assets taken over in previous year from the former licence partner in Australia contain to amajor part of customer relations. Business activities from the acquired business contributted to CHF 1.9 m(previous year: CHF 2.8 m) to each year’s result. Its effect onto the Group’s result is immaterial.

95

S e gm e n t i n f o r m a t i o n
Interroll Group

5 Oper ating segments
Sales and non-current assets by geographical markets
Sales and non-current assets according to geographical markets is presented as follow:
Sales

Non-current assets

2012

in %

2011

in %

Other EMEA

136 99244.7

124 196

45.7

13 854Germany

73 25423.8

52 251

19.2

53 068

Switzerland

in thousands CHF

2012

in %

2011

in %

11.9

15 291

12.5

45.8

57 388

46.7

4 983

1.6

4 928

1.8

37 62432.4

37 10730.2

Total Europe,
Middle East, Africa (EMEA)

215 22970.1

181 375

66.7

104 54690.1

109 786

89.4

USA

42 49413.8

42 989

15.8

5 902

5.1

6 672

5.4

Other Americas

14 083

4.6

15 997

5.9

1 822

1.6

2 172

1.8

Total Americas

56 577

18.4

58 986

21.7

7 724

6.7

8 844

7.2

Total Asia and Pacific

35 34911.5

31 571

11.6

3 710

3.2

4 164

3.4

Total Group307 155

100.0

271 932

100.0

115 980

100.0

122 794

100.0

The key definition of turnover has been defined according to the invoice address. Switzerland is the country of domicile of Interroll
Holding Ltd. Non-current assets are disclosed excluding financial assets and deferred tax assets.

Information about major customers
Sales is realized with more than 10 000 customers. There is no customer achieving a turnover of more than four per cent of Groupsales.

Sales by product group
Sales realised in the first half year by product group is presented as follow:
in thousands CHF

96

2012

in %

2011

in %

2010

in %
34.6

Drives99 29732.3

95 132

35.0

97 917

Rollers

80 42826.2

83 21230.6

79 08627.9

Conveyors & Sorters

69 34722.6

42 75815.7

52 145

18.4

Pallet- & Carton Flow

58 08318.9

50 83018.7

53 921

19.0

Total Group307 155

100.0

271 932100.0

283 069

100.0

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

6 NOTES TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION
6.1 Property, plant and equipment
Movements of property plant and equipment
Land &
Building

in thousands CHF
2012

Production
equipment &machinery

Office equipment& motor vehicles

Assets underconstruction

Total
property, plantand equipment

2011

2012

2011

2012

2011

2012

2011

2012

2011

Cost
At 1.1.

74 78273 01388 19784 425

8 765

9 168

1 999

2 799

173 743

169 405

Currency translation adj.

– 659

– 1 720– 670– 1 138

– 64

– 177

– 13

– 71

– 1 406– 3 106

Additions

449

4 248

4 440

5 093

1 675

1 320

–

1 224

6 564

11 885

Disposals

–8

– 71

– 6 001– 1 495– 1 245– 1 529––– 7 254– 3 095

Reclassifications

341

– 688

1 830

1 144

– 844

– 19

– 1 181– 1 953146– 1 516

Changes in the scopeof consolidation*
At 31.12.

–

–

–

168

–

2

–

–

–

170

74 90574 78287 79688 197

8 287

8 765

805

1 999

171 793

173 743– 23 562– 22 404– 61 648– 57 123– 6 426– 6 933– 91 636– 86 460

Accumulated Depreciation& impairments
At 1.1.
Currency translation adj.
Depreciation

243

470

456

700

22

136

721

1 306

– 2 823– 2 756– 6 973– 6 730– 1 028– 1 011– 10 824– 10 497

Impairment losses

–

–

–

–

–

–

–

–

Disposals

5

18

5 931

1 413

984

1 363

6 920

2 794

– 222

1 110

– 861

92

937

19

– 146

1 221

At 31.12.

– 26 359– 23 562– 63 095– 61 648– 5 511– 6 426– 94 965– 91 636

Property, plant andequipment at 31.12.

48 54651 22024 701

26 549

2 776

2 339

76 82882 107

Reclassifications

805

1 999

Capital commitments**

5 187

–

1 646

567

82

–

6 915

567

Insurance value***

85 35791 638

119 664

120 296––205 021211 934* Detailed information on the changes in the scope of consolidastion is disclosed in note 4.
** Capital commitments for land and buildings are related to the erection of the Regional Center of Excellence in Atlanta.
*** The insurance value of production equipment and machinery also covers other tangible assets.

Further notes to property plant and equipment
At the end of the period under review no risks exist in the opinon of Group Management which negatively impact the book valueof fixed assets.

6.2 Non-current assets held for sale
Both buildings that were held for sale (Spain, Wassenberg/DE) were sold at a total price of CHF 2.2 m in the first half of 2012.
The profit realised on these sales was CHF 1.2 m and is included in the other operating income. Mid of 2011, the building that was
put on sale in Denmark was sold at a price of CHF 0.5 m.
97

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

6.3 Intangible assets
Movements of Goodwill and intangible assets

in thousands CHF

Goodwill

SoftwarePatents,
technology andlicences

Customer
relationshipTotal
intangible
assets

2012

2011

2012

2011

2012

2011

2012

2011

2012

2011

12 17412 40726 12819 36313 77314 15420 98820 66673 06366 590

– 49

– 233

– 19

– 37

– 91

– 362

– 125

– 553

– 284

– 1 185

Additions

–

–

4 082

7 734

–

–

–

–

4 082

7 734

Disposals

–

–

– 197

– 926

– 154

– 19

– 124

–

– 475

– 945

Reclassifications

–

–

–

–6

–

–

–

–

–

–6

Cost
At 1.1.
Currency translation adj.

Changes in the scopeof consolidation*

–

–

–

–

–

–

–

875

–

875

12 12512 17429 99426 12813 528

13 77320 73920 98876 38673 063– 3 126– 3 126– 4 096– 3 513– 13 332– 12 115– 11 822– 9 848– 32 376– 28 602

Currency translation adj.

–

–

20

28

88

317

72

277

180

622

Amortisation––– 2 877– 1 516– 368– 1 553– 2 224– 2 251– 5 469– 5 320918

At 31.12.
Accumulated Amortisation& impairments
At 1.1.

Disposals

–

–

196

899

154

19

81

–

431

Reclassifications

–

–

–

6

–

–

–

–

–

6

At 31.12.

– 3 126– 3 126– 6 757– 4 096– 13 458– 13 332– 13 893– 11 822– 37 234– 32 376

Total intangible assets,
net at 31.12.

8 999

9 048

23 23722 032

70

441

6 846

9 166

39 15240 687

–

–

1 244

752

–

–

–

–

1 244

752

Capital commitments* Detailed information on the changes in scope of consolidastion is disclosed in Note 4.

Goodwill: impairment test
The impairment tests are generally based on a three year plan and on the present value of future (pre-tax) cash flows (value in use)
determined using a discount rate of 8.3 % (previous year: 10.7 %). The growth rate and the discount rate were defined as key­assumptions. No further growth was assumed for the extrapolation of free cash flows.

Sensitivity analysis to the goodwill impairment tests
The sensitivity analysis performed resulted in both years under review in the conclusion that the discounted value of future
free cash flows exceeds the value of the current goodwill also when assuming a change of the discount rate under normal economi­
cal conditions. The growth rate was reviewed in regards to its sensitivity. This test lead to the conclusion that the discounted­value of future cash flows exceeds the value of the current goodwil position even if no growth is assumed.

98

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Software
Out of the accumulated acquisition costs, CHF 26.7 m (previous year: CHF 22.9 m) relate to the setup,
design and introduction of SAP. In the year under review the additions to this process management systemamount to CHF 3.8 m (previous year: CHF 7.5 m). Capital commitments for ­software are related to theinvestment and development of SAP.
SAP was launched mid 2011 for the two Centers of Excellence for Drum Motors and Rollers/RollerDrive as
well as for all European sales and service subsidiaries. Developement costs incurred until that date in theamount fo CHF 19.5 m were capitalised mid 2011 and are subject to amortisation over 8 years. In the third
quarter of 2012, SAP was also launched in the CoE for Supermarket Products, in the Regional Center of
Excellence for Rollers and Drum Motors in the USA as well as in several sales subsidiaries in Asia/Pacific.
Respective development costs of CHF 6.9 m were capitalised and are subject to amortisation over 8 years
since 1 October 2012. Further developements to introduce this ERP for other production sites were undertaken until end of 2012 and respective investments amount to CHF 0.3 m. No amortisation has been recognised so far on this amount.
An impairment test with the same key assumptions as those used for the tests on the goodwill value was
performed for the intangible assets disclosed as software. The sensitivity analysis performed resulted in the
conclusion that the discounted value of future free cash flows exceeds the value of the current goodwill­a lso when assuming a change of the discount rate under normal economical conditions.

Customer relationship
Customer relationship is normally amortised on a straght line basis over 10 years. At year end 2012, anamortisation term of additional 3 years remains on the major portion of customer relationship. A review if
indicators exist that point towards an impairment of customer relationship was performed. There are no­signs that would indicate an impairment of this value.

6.4 Assets pledged or assignedin thousands CHF

31.12.2012

31.12.2011

Land & buildings

1 299

1 308

Trade receivables

593

157

1 892

1 465

Total assets pledged or assigned

These assets are pledged respectively assigned to local credit lines granted (see Liquidity risk in note 6.9).

99

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

6.5 Inventories
Detailed overview on the positions belonging to the inventory
31.12.2012

31.12.2011

Raw materials

24 87927 402Work in progress

11 82418 343Finished products

1 097

1 241

Valuation allowance– 2 205– 1 886

Total inventory, net

35 59545 100in thousands CHF

2012

2011

Balance as per 1.1.

– 1 886– 1 859

36

70

Additions

– 734

– 313

Reductions

379

216

– 2 205– 1 886

in thousands CHF

No inventory was pledged in both years under review.

Developement of valuation allowance on inventory

Currency translation adjustment

Total valuation allowance on inventory as per 31.12.

The addition of valuation allowances is due to slow or non moving items within the inventory. The reduction of valuation allowanceon inventory is related to sale or scrap of items, as well as to a reassessment of the valuation allowance affecting the consolidated­income statement of the Group.

6.6 Trade and other accounts receivable
Detailed overview of trade and other accounts receivable
Trade accounts receivable arise from deliveries and services relating to the Group’s operating activities. VAT, whithholding tax
and other current receivables are included in the other accounts receivable. The other accounts receivables are analised for valuation
adjustment like trade receivables. There was no valuation adjustment necessary on other accounts receivable in both years underreview.
31.12.2012

31.12.2011

Trade accounts receivable from goods and services

52 64853 739Valuation allowance– 2 376– 2 407

Total trade accounts receivable, net

50 27251 332in thousands CHF

100

Prepaid expenses and accrued income

1 223

1 338

Prepayments for inventories

1 244

1 001

Other accounts receivable

4 700

3 983

Total other accounts receivable

7 167

6 322

Total trade and other accounts receivable, net

57 43957 654

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Aging and valuation allowance of trade accounts receivable
Trade accounts receivables are due and specific/general valuation allowance have been evaluated as follows:in thousands CHF

			

Gross

31.12.2012

individual

31.12.2011

Net

Valuation allowance

Gross

Net

Valuation allowancecollective

individualcollective

Not past due

34 53234 53234 619

Past due 1–30 days

10 893

10 893

11 67634 619

Past due 31–60 days

3 337

3 337

3 432

–2

Past due 61–90 days

684

– 11

673

1 046

– 94

Past due > 90 days

3 202

– 1 158– 1 207

837

2 966

– 1 095– 1 216655

Total trade accounts
receivable

52 648– 1 169– 1 207

50 27253 739– 1 191– 1 21651 332

11 6763 430
952

Development of the individual and collective valuation allowance of trade accounts receivable
The valuation allowance on trade accounts receivable from third parties developed as follows:
2012

2011

Valuation allowance

Valuation allowancein thousands CHF
Total

individualcollective

Total

individualcollective– 2 407– 1 191– 1 216– 3 019– 1 767– 1 252

11

2

9

120

84

36

Additions

– 655

– 655

– 292

– 292

Alllowance used

242

242

388

388

Allowance reversed

433

433

396

396

– 2 376– 1 169– 2 407– 1 191

At 1.1.
Currency translation adjustment

At 31.12.

– 1 207– 1 216

During the year under review, an amount of CHF 0.2 m (previous year: CHF 0.4 m) relating to irrecoverable trade ­receivables
was written off. Currently, no other risks are identifiable in the net trade accounts receivables. Sales are broadly diversified acrossgeographical and industrial markets. Thus, the risk of unexpected losses from trade receivables is assessed to be low.

Currencies in trade accounts receivable
Trade accounts receivables reported in CHF are denominated from the following currencies:
31.12.2012

in thousands CHF

31.12.2011

in %

in %

EUR

25 05147.6

28 805

53.6

USD

7 798

14.8

8 424

15.7

CNY

4 755

9.0

3 822

7.1
5.0

THB

4 324

8.2

2 690

DKK

2 325

4.4

1 985

3.7

all other currencies

8 395

16.0

8 013

14.9

Total trade accounts receivables, gross

52 648100.0

53 739100.0

101NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll GroupRegional break down of trade accounts receivables
Trade accounts receivables can be broken down into the following geographical areas:
31.12.2012

in thousands CHF

31.12.2011

in %Europe, Middle East, Africa

31 212

in %59.3

34 784

64.8

Americas

9 276

17.6

9 640

17.9

Asia and Pacific

12 160

23.1

9 315

17.3

Total trade accounts receivables, gross

52 648100.0

53 739100.0

At average, trade accounts receivables are 53 days outstanding (DSO). The respective value is for Europe 45, for Americas 64 andfor Asia 93). In the previous year, the DSO was 57 for the Group, for Europe 56, for Americas 63 and for Asia 54.

6.7 Cash and cash equivalents
Positions included in cash and cash equivalents
31.12.2012

31.12.2011

Cash on hand, bank and postal accounts

12 5599 797

Short term deposits

1 550

725

Total cash and cash equivalents

14 10910 522in thousands CHF

Interest rates of cash and cash equivalents
The interest rates on cash and cash equivalents vary between 0 % (for CHF) and 11 % (BRL). The respective rates of 2011 were
0 % (CHF) and 5 % (ZAR) respectively .

Currencies hold in cash and cash equivalents
in %31.12.2012

31.12.2011
20.0

EUR

49.0

CHF

8.0

1.0

USD

14.0

17.0

THB

4.0

21.0

JPY

2.0

9.0

KRW

4.0

7.0

ZAR

8.0

6.0

other currencies

11.0

19.0

Total cash and cash equivalents

100.0

100.0

Transfer limitations on cash and cash equivalents
Cash and cash equivalents of CHF 1.3 m (2011: CHF 1.0 m) at Interroll South Africa as well as at Interroll Brasil are ­subject totransfer limitations. These transfer limitations do not have any impact on their operating activities.

102

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

6.8 Financial instruments
Reconciliation from balance sheet items to valuation categories as per IAS 39
The table below shows an overview of financial instruments held by valuation category according to IAS 39:
31.12.2012

31.12.2011

Cash and cash equivalents

14 10910 522

Trade and other accounts receivable

56 19556 653890

932

71 19468 107in thousands CHF

Financial assets
Total financial assets
at amortised costs
Foreign currency forward contracts*

– 213

– 224

Total financial instruments at fair value

– 213

– 224

Trade and other accounts payable

33 28437 305

Financial liabilities

5 421

28 121

Total financial liabilities
at carrying value

38 70565 426* see notes 6.9 and 6.16

Book values of cash and cash equivalents, trade and other accounts receivable and payable as well as financial assets amount closely
to fair value due to their short term maturity. Advance payments for inventory are excluded form the valuation categories as per
IAS 39 because the subsequent transaction is not of monetary nature. Financial assets and liabilities are predominantly due withinapproximately 2 years and their net present values corresponds very closely to their book values.

103

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

6.9 Financial risks
Currency risk exposure
Due to its international focus, the Interroll Group is exposed to foreign currency risks. Risk exposures result from transactions incurrencies deviating from the entities’ functional currency.
The following table shows the major currency risks at the respective balance sheet date:
31.12.2012

in thousands CHF

Financial assets

EUR

CHF

USD

2

70

Trade and other accounts
receivable

4 744

1 390

3 024

Cash and cash equivalentsincl. intercompany loans683

19 486

1 220

4 965

2 196

Trade and other accounts payable

Financial liabilities
6 391

4 534

2 087

Short term liabilities

3 909

2 725

2 196

SGD

2 346

2 411

JPY

1 804

62

31.12.2011
EUR

CHF

USD

SGD

JPY

2

70

–

–

–

7 178

1 278

4 040

2 498

2 131

382

18 474

715

–

–

–

5 000

–

–

–

6 853

4 029

3 645

2 291

109

70

10 940728––

Currency risks on the balance
sheet (gross)15 72933 17010 723

4 757

1 866

14 48539 791

9 128

4 789

2 240

Elimination equal currency– 5 092– 21 386– 3 721

– 164

– 36

– 7 619– 37 063– 3 710– 133–

Currency risks on the balance
sheet (net)

10 637

11 784

7 002

4 593

1 830

6 866

2 728

5 418

4 656

2 240

Natural Hedges– 1 355

– 912

– 220

–

–

– 593

– 286

– 223

– 38

–

FX forward contracts– 2 875–– 1 844– 2 577– 1 262– 656–– 3 702– 2 565– 1 116

Net currency risk exposure

6 407

10 872

4 938

2 016

568

5 617

2 442

1 493

2 053

1 124

The curency risk on the balance sheet (gross) is equal to the sum of the value of all positions in the balance sheet that are held
in a different currency than the functional currency of a company. Such positions contain both, group internal as well as external
amounts. In a first step, all of those risks are added up because a currency risk can arise on the debit as well as on the credit side of the balance sheet. The total is then disclosed as currency risk on the balance sheet (gross). The risk of each currency group is­translated into CHF at the closing rate and added up to total Group values. “Elimination equal currency” results from setting
off short positions versus long positions of currrency risks which exists in the same foreign currency deviating from the functional
currency and which are presented in the same group entity. Natural hedges result from netting out currency risks among allgroup entities. The amount disclosed in line “FX forward contracts” (foreign currency forward contracts) corresponds to the amountactually hedged and translated into CHF. Changes in the valuation of fair value hedges are recognized in the financing result(see note 7.5). The table only contains the material foreign currency risks. All others are regarded to be immaterial in both years.
Net investments in foreign subsidiaries are long term investments. Such investments are exposed to currency fluctuation, because
they are held in another currency than the Group’s functional currency. From a macroeconomic and long term point of view,the currency exchange effects should be neutralised by the inflation rate at the subsidiaries domicile. Due to this reason and also
due to costs for respective derivative instruments, the Group does not hedge such risks.

104

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Foreign currency forward contracts
The fair values of the derivative financial instruments are classified as hierarchy 2 in the sense of IFRS 7. The valuation in­hierarchy 2 is based on factors which cannot be tracked to actively listed prices on public markets. Instead, they can be monitored
directly (as a price) or indirectly (as a derivative of the price).
The Group prepares regularly a rolling forecast of foreign currency cash flows. 0–50 % of such budgeted, future foreign currency
flows may be hedged through forward contracts. At the end of the year under review, there were no open cash flow hedges heldby the Group.
The notional amount corresponds to the hedged balance sheet risk, translated into CHF. With derivative financial instruments,
the Group hedges normally 50–100 % of its net currency risks on the balance sheet.
The following table shows the contractual and fair values the foreign currency forward contracts held by the Group:
31.12.2012

in thousands CHF

31.12.2011

Hedgedcurrency

Sell/BuyUSD

USD/CAD

Feb–13

1 224

17

USD/CAD

2 467

USD

USD/CHF

Feb–13620

5

CAD/USD

1 235

1

SGD

SGD/EUR

Feb–13

1 413

– 13

SGD/EUR

1 363

– 53

notional
Maturity amount in CHF

Fair value

notional
Sell/Buy amount in CHF

Fair value–

SGD

JPY/SGD

Feb–13

1 164

– 100

JPY/SGD

1 202

– 26

EUR

EUR/CHF

Feb–135 749

12EUR/CHF

656

9

EUR

CHF/EUR

Feb–13

2 874

–4

–

JPY

JPY/EUR

Feb–13

1 262

– 131

JPY/EUR

1 116

– 66

CNY

CNY/EUR

Feb–13654–

CNY/EUR

571

– 41

THB

THB/EUR

Feb–13640

1THB/EUR985– 48

Total FX forward
contracts*

– 213

– 224

* see note 6.16

105

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Sensitivity analysis to the currency risk exposure
As per year end, a sensitivity analysis was carried in respect to financial instruments. The sensitivity analyses calculates the effectof FOREX – changes on the major currency pairs within the Group. These risks particularly result from different currencies­between costs for production and invoicing currency to the customers. Asummed currency fluctuations would have the following
effects on the foreign currency positions in the balance sheet:
31.12.2012

in thousands CHF

CURRENCY PAIR
Financial Assets

31.12.2011

EUR

CHF

CAD

EUR

CHF

CAD

vs. CHF

vs. USDvs. USDvs. CHF

vs. USDvs. USD

70

–

–

71

4 416

–

Trade and Other Receivables– 1 396

338

1 765

– 2 092

196

2 663

Cash and Cash Equiv. incl. IC-Loans

19 464368

809

18 4593 666

611

Financial Liabilities

4 965

–

–

5 000

–

–

Trade and Other Payables

2 255

– 200

638

2 010

– 174

713

Short Term and Current Liabilities

2 725

2 196

–

10 940657

5Gross Exposure per currency pair

28 083

2 702

3 212

34 388

8 761

3 992

Risks opposing each other– 19 892– 1 412– 1 276– 32 876– 967– 1 437

FX forward contracts– 2 875–– 1 224– 656–– 2 467

Net FX exposure per currency pair

5 316

1 290

712

856

7 794

88

Currency change in %

2

6

5

10

15

5

Effect on the result (+/-)

106

129

71

86

779

9

Income tax expense at 20.1 %

– 21

– 26

– 14

– 17

– 157

–2

Net FX exposure after income taxes

85

103

57

69

622

7

Analogously to the currency risk analyis, the net risks of currency pairs are summed up. The position “Risks opposing each other”
is a result of netting out those risks that are contrary to each other. The disclosed amount in line “FX forward contracts” equals
to the total of hedged currency risks of a currency pair. It is also deducted from the gross risk as it deviates linearly with the fluctuation of the currency. The income taxes are calculated in line with the applicable rate for an ordinary taxed entity in Switzerland(see note 7.6).

106

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll GroupInterest risks
As per balance sheet date, the Group had interest bearing net financial liabilities of CHF 3.5 m (previous year: CHF 26.4 m, seealso note 6.12). There are CHF 2.4 m (previous year: 1.7 m financial assets, of which CHF 0.5 m (previous year: CHF 0.0 m)
are not interest bearing. There are financial liabilities of CHF 5.4 m (previous year: CHF 28.1 m). The portion of not interest
bearing financial liabilies was immaterial in In both years under review.
The following table divides interest bearing assets and liabilities into fix and variable as well as shows none interest bearing positions within financial assets and liabilities. A change of the interest rate would have had no effect onto the equity because theGroup currently does not hold any cash flow hedges to hedge currency risks and because there are no assets held for sale at a fix­interest rate. The Group regularly monitors its interest risks and reserves the possibility to hedge such in future.
31.12.2012

in thousands CHF
Financial assets

Nom. Int.
rate in %Bookvaluesfix interest rate

0–3.4

615

Variable interest rate

0–11.01 284

Not interest bearing–

541

Total deposits

2 440

fix interest rate–

Total loans–

Basis points
+ 100
– 100

13

– 13

13

– 13

31.12.2011
Nom. Int.
rate in %Bookvalues

0–1.0

1 150

0–2.0

445

4

–2

1 595

4

–2

2.0
–

–

Basis points
+ 100
– 100

62
62

–

–

Cash on hand, bank and postal accounts

12 559

9 797

–

–

Trade and other receivables

56 19556 653

Total other financial assets

68 754––66 450––Total financial Assets

71 19413– 13

68 107

4–2

Financial liabilities
fix interest rate

1.7

Variable interest rate
Total bank loans
fix interest rate

4 965

0–1.7

5 018

–

0–1.9

22 779– 227

182

27 797

– 227

182

–

–

4 965
6.0

–

–

389

Not interest bearing–

Total other loans

389Bank overdrafts

67

6.0

297
27

–

–

324
–

Trade and other accounts payable

33 284

Total trade and other accounts payable

33 351––37 30537 305––

Total financial liabilities

38 705––65 426– 227

182

Net financial liabilities

32 489

13

– 13

2 681

– 223

180

107

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Sensitivity analysis to the interest risks
Interest sensitivity is only calculated on interest bearing items of the balance sheet. No effect is calculated
on items bearing interests at a fixed rate. As per above analysis, the Group’s annual result would have­remained on the same amount in case of an interest rate being one percentage point higher or lower. In theprevious year, an increase of the interest rate of one percentage point, would have changed the Group’s­result by CHF 0.22 m). The result would have improved with an interest reduction of one percentage pointby CHF 0.18 m in the previous year. For certain interest bearing positions, the interest reate is ­a lreadylower than one percent. Therefore, the effect of the reduction was only calculated up to the current interest
rate being lower than 1.0 %.

Liquidity risk
The Group carries out quarterly a complete liquidity planning on a consolidated basis. The Group holds­liquidity reserves in form of committed and uncommitted credit lines in order to comply with an unexpected
and extraordinary liquidity demand.

Credit facilities and debt covenants
The amount of unused credit facilities as per end of the reporting year amounted to CHF 77.4 m ­(previous year: CHF 57.3 m).
In the year under review, the committed credit lines for an amount of CHF 40.0 m which were agreed uponin 2009 were extended with the same conditions for another duration of 3 years. They ensure the ­f undingof the future investment program and serve generally for the business financing. The Group always compliedwith the agreed debt covenants which are the following:
EBITDA : net interest costs= min. 4.0

Net debt : EBITDA= max. 3.0

Equity : total assets= min. 35 %The ageing of the financial liabilities is disclosed in Note 6.12 (see “Ageing of financial liabilities”).

108NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group6.10 Information on shareholder’s equity
Reconciliation from total issued shares to the outstanding shares
2012

2011

Issued shares par value CHF 10.00 each (previous year: CHF 10.00)

854 000

854 000

Own shares held by the Group as per 1.1.

60 09974 400–

3 149

Sale of own shares– 2 700– 12 713

Attribution of shares relating to bonus plan

– 2 941– 2 084

Attribution of shares related to options exercised– 2 740– 2 653

Own shares held by the Group as per 31.12.

51 71860 099thereof reserved for issuance under option program

43 22545 965

thereof unreserved

8 493

14 134802 282793 901

Purchase of own shares

Shares outstanding at 31.12.

6.11 Earnings per shareNon-diluted earnings per share
The non-diluted earnings per share in 2012 amount to CHF 24.27 (2011: CHF 22.99). The calclulation is based on the profit­attributable to the equity holders of the parent company, divided by the weighted average of shares outstanding.
2012

2011

Result attributable to the equity holders (in thousands CHF)

19 39618 193

Shares outstanding as of 1.1.

793 901

779 600–– 2 076

Effect of the sale/attribution of own shares

4 503

11 828

Effect of the issue of shares under option plans

686

2 100

Weighted average of shares outstanding

799 090791 452

Non-diluted earnings per share (in CHF)

24.27

22.99

Effect of the purchase of own shares

109

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Diluted earnings per share
The diluted earnings per share in 2012 amount to CHF 24.23 (2011: CHF 22.86). They are calculatedby ­adjusting the weighted average number of ordinary shares outstanding to include all dilutive potential­ordinary shares.
The potential ordinary shares resulting from the issue of options under the employee stock option plan(see note 7.1) had a dilutive effect in both years under review due to the fact that the strike price (CHF 323)
was below the average share price (Current year: CHF 333, previous year: CHF 358) during the year underreview. This effect is outlined below.
2012

2011

Result attributable to the equity holders (in thousands CHF)

19 39618 193Weighted average of shares outstanding

799 090791 452

Dilutive effect of share options
Weighted average of shares outstanding (diluted)
Diluted earnings per share (in CHF)

1 319

4 521

800 409795 973

24.23

22.86

31.12.2012

31.12.2011

6.12 Financial liabilities
Details to current and non-current financial liabilities
in thousands CHF

110

Bank overdrafts/loans

67–

Other financial liabilities329

22 850Total current financial liabilities396

22 850Bank loans

4 965

5 035

Other loans

60

236

Total non-current financial liabilities

5 025

5 271

Total financial liabilities

5 421

28 121NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll GroupNet financial liabilities to equity ratio
31.12.2012

in thousands CHF

31.12.2011

5 421

28 121./. Cash and cash equivalents– 14 109– 10 522

Net financial liabilities (-net cash)– 8 688

17 599Equity159 363

143 285

n/a

12.28

Total financial liabilities

Net financial debt in % of the equity

Loan structure
31.12.2012

in thousands CHF

Cur- Weighted av. Interest due
rency interest rate Fix/Variable

Fixed short term loan

31.12.2011

Year ofmaturity

Face
value

Carrying
amountFace
value

Carrying
amount––10 19410 180CHF

0.65 %

V

2012

Fixed short term loan

EUR

0.70 %

V

2012

–

–

12 617

12 571

Fixed long term loan

CHF

1.70 %

F

2013

5 041

4 965

5 151

5 000

Other bank loans

–

–

134

134

Total bank loans

5 041

4 965

28 09627 885

413

389

236

236

Total other loans

413

389

236

236

Total Loans

5 454

5 354

28 33228 121Other loans

EUR/DKK

0 %–6.00 %

F

2014

111

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Ageing of financial liabilities
The financial liabilities as per December 31, 2012 are due as follows:Book value

Face value(undiscounted)

Bank loans

4 965

5 041

Other loans

389

413

Bank overdrafts

67

67

in thousands CHF

within6 months

within6–12monthswithin
1–2 years

within
2–5 years

5 041
413
67

Trade/other accounts payable*

33 49733 49733 497

Total financial liabilities

38 91839 01833 564

5 041

413

–

within
2–5 years* An ageing analysis is not readily available. Based on past experience, it can be reliably assumed that the full amount is due within less than 6 months.

The financial liabilities as per December 31, 2011 were due as follows:in thousands CHF
Bank loans
Other loans

Book value

Face value(undiscounted)

within6 months

within6–12monthswithin
1–2 years

27 88528 09622 897

12

5 187

236

236

Trade/other accounts payable*

37 52937 52937 529Total financial liabilities

65 65065 86160 42612* An ageing analysis is not readily available. Based on past experience, it can be reliably assumed that the full amount is due within less than 6 months.

Mortgage secured loans
In both years under review, there were no loans secured by a mortgage.

112

179

57

5 366

57

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

6.13 Leasing liabilities
Finance leases
In both years under review, there were no liabilities relating to finance lease outstanding.

Operating leases
Liabilities from operating leases mainly relate to building rentals and will become due as follows:
31.12.2012

in thousands CHF

31.12.2011

within 1 year

2 810

3 010

between 1 and 5 years

4 984

7 631

over 5 years

2 797

2 540

Total operating leases

10 59113 181

In both years under review, operating lease expense do not include material amounts for contingent rent.

6.14 Provisions
Movements in provisions
Other
provisions

Warranties

Total provisions

in thousands CHF

2012

2011

2012

2011

2012

2011

At 1.1.

4 917

5 661

1 294

1 637

6 211

7 298

Currency translation adjustments

– 44

– 232

–3

– 27

– 47

– 259

Provisions made

3 292

2 283

269

350

3 561

2 633
– 2 945

Provisions used

– 2 166– 2 281

– 337

– 664

– 2 503

Provisions reversed

– 877

– 514

–

–2

– 877

– 516

At 31.12.

5 122

4 917

1 223

1 294

6 345

6 211

113

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Warranty provisions
The Group companies normally grant a 24-month warranty. The warranty provision is recognised basedon past experience as well as on specific projects. The warranty provision corresponds to roughly 1.7 %­(previous year: 1.8 %) of net sales. The reductionction in the percentage of sales is a consequence of improved
production processes, the reduction of warranty cases for certain product groups and on the increased­quality controls in the manufacturing facilities. In absulute terms, the warranty was only increased due tothe higher sales volume.
Data from the past indicates that between 30 % and 50 % of the warranty provision will be used in the­subsequent year.

Other provisions
The other provisions mainly include pension liabilities according to IAS 19 in the amount of CHF 1.0 m(previous year: CHF 1.0 m).

6.15 Pension obligations and pension costs
General information to the pension plans of the GroupThe pension costs for 2012 amounted to CHF 1.6 m (2011: CHF 1.6 m). Such costs consist of ­employer contributions relating to the defined contribution plans and pension costs relating to the defined benefit plans.
The pension plans in Switzerland and France are regarded as defined benefits plans in line with IAS 19.
In both years under review, approximately 190 employees participated in the defined benefit plans.
The Swiss plan is outsourced to a collective foundation whereas the plan of France is outsourced to an­insurance company. It can be assumed that the assets of both plans do not include Interroll shares.

114

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Components of pension costsin thousands CHF

2012

2011

Costs of the defined contribution plans

– 879

– 713

Current service costs, net

– 600

– 706

Interest costs

– 356

– 354

Expected return on plan assets

296

226

Amortisation of actuarial losses

– 22

– 76

Costs of the defined benefit plans

– 682

– 910

Total pension costs– 1 561– 1 623

The expected future contributions of the employer will not change materially in future years provided thenumber of insured employees remains stable.

Funded status for the defined benefit plansin thousands CHF, as per year end

2012

2011

2010

2009

2008
– 9 478

Present value of defined benefit obligation– 15 153– 12 211– 12 151– 10 770

Fair value of plan assets

11 41911 012

9 882

9 357

8 402

Pension liability– 3 734– 1 199– 2 269– 1 413– 1 076

Unfunded fair value of benefit obligations

– 296

– 247

– 239

– 243

– 205

Unrecognised net actuarial losses/(gains)

2 949

428

1 788

1 174

923

Unrecognised past service costs/(benefits)

59

64

68

–

–

– 1 022

– 954

– 652

– 482

– 358

Defined benefit obligation, net
Experience adjustments– of plan liabilities

– 12

266

– 102

– 76

573

– of plan assets

56

– 378

35

68

14

115

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Roll forward of the defined benefit obligationin thousands CHF
Benefit obligation as per 1.1.

2012

2011

– 12 458– 12 390

Current service costs, net

– 600

– 706

Interest costs

– 356

– 354

Contributions from plan participants

– 362

– 353

Actuarial gains/(losses)– 2 483908

Translation difference

58Insurance premiums

264

265

Benefits funded/(paid), net
Benefit obligation as per 31.12.

539

164

– 15 451– 12 458

In order to shorten the presented statement of financial position, the net benefit obligation is disclosed­w ithin the other long term provisions.

Roll forward of the present value of plan assets
in thousands CHF

2012

2011

Fair value of plan assets as per 1.1.

11 012

9 882

Expected return on plan assets

296

226

Actuarial gains/(losses)

– 56

378

Translation difference–2–2

Insurance premiums

– 264

– 265

Employer contributions

610

604

Employee contributions

362

353

Benefits funded/(paid), net

– 539

– 164

Fair value of plan assets as per 31.12.

11 41911 012

2012

2011

Investment categories
in %Equity securities

1.4

2.3

Debt securities

75.3

74.8

Real estate

16.7

17.3

Other investments
Total Investments in %

116

6.6

5.6

100.0

100.0

NOTES TO THE C ONSOL I DATED STATE M ENT OF F I NAN C I AL POS I T I ON
Interroll Group

Roll forward of the unrecognised pension deficit
in thousands CHF

2012

2011

Unrecognised pension liabilities as of 1.1.

– 954

– 652

Pension costs

– 682

– 910

Contributions

610

604

4

4

– 1 022

– 954

2012

2011

Currency translation/plan expansion
Unrecognised pension liabilities as of 31.12.

Actuarial assumptions
in %Discount rate

2.0

2.9

Expected return on plan assets

2.2

2.6

Expected benefit increases

0.0

0.0

Average future salary increases

1.5

1.5

Average fluctuation rate

10.0

10.0

31.12.2012

31.12.2011

6.16 Trade and other accounts payablein thousands CHF
Trade accounts payable to third parties

12 35614 123

Advances received from customers

10 87812 344

Total trade accounts payable

23 23426 467

Other liabilities

8 321

11 952Foreign currency forward contracts*

213

224

Total other accounts payable

8 534

12 176

Accrued personnel expenses

7 994

6 861

15

18

Accrued interest
Other accrued expenses

4 598

4 351

Total accrued expenses

12 607

11 230Total trade and other accounts payable

44 37549 873* see note 6.9

Advances received from customers mainly relate to larger projects within the product groups “Conveyors &Sorters” and “Pallet- & Carton Flow”. Other liabilities include VAT and social security related liabilities.
­Accrued personnel expenses relate to accrued vacation and bonuses.

117

NOTES TO THE C ONSOL I DATED I N C O M E STATE M ENT
I n t e r r o l l G ROUP

7 NOTES TO THE CONSOLIDATED INCOME STATEMENT
7.1 Personnel expenses
Details to personnel expenses and number of employees
in thousands CHF

2012

Wages and salaries

73 03068 183Social security costs

11 14010 409Pension costs (see note 6.15)

1 561

1 623

Other personnel related costs

2 999

2 919

Equity based personnel expenses to management personnel

2011

964

774

Total personnel expenses

89 69483 908Thereof production related personnel expenses

39 56734 617

Average number of employees

1 420

1 340

In the period under review 2 941 own shares (previous year: 2 084) were attributed to management members as part of their bonus
scheme. In the year under review 2 174 shares (previous year: 1 200) have been blocked for sale for a period of four to five years asof grant date. The shares were valuated at the market value of the attribution date.

Option plan
On March 3, 2006 the Board of Directors approved a management share option plan for the next five years. In the course of the firsthalf year of 2010, the option life time and blocked period was extended by two years for plan participants still being employed­w ithout notice as per 31. March 2010. Respective increase in value of the option (CHF 0.7 m) was debited to personnel expenses andcredited to capital reserve in the year 2010.
The key data of the changed option plan is as follows:

118

Option life:

April 3, 2006–September 30, 2013 (previously until September 30, 2011)

Blocked period:

April 3, 2006–April 2, 2012 (previously until April 2, 2010)

Exercise period:

April 3, 2006–September 30, 2013 (previously until September 30, 2011)

Strike price:

CHF 323.00 per registered share INRN

Reference price:

Average INRN price from March 27, 2006–March 31, 2006 less 4 %Option/share:

1 option entitles to acquire 1 registered share INRN

Option price:

CHF 15 per option

NOTES TO THE C ONSOL I DATED I N C O M E STATE M ENT
I n t e r r o l l G ROUP

The following movements took place in the option plan in the years under review:
exercised

expired reclassified 31.12.2011

attributed

exercised

1.1.2011

Outstanding options

31.12.2012 attributed
43 225– 2 740

45 965– 4 347– 2 653

52 965

option life until 30.09.2013

43 225– 2 740

45 965

option life until 30.09.2011
thereof not excercised
thereof exercisable– 45 965
43 225– 2 740

45 96545 965– 4 347– 2 653– 2 653– 4 347

45 9657 000
45 9657 000

All outstanding options have been attributed in 2006 and are exercisable since September 2011. The fair value at the grant date was
CHF 4.7 m (CHF 88.64 per option). The employees contribution amounted to CHF 0.8 m (CHF 15 per option). The ­valuation of
the option is always calculated on the basis of the binomial method and is carried out by a specialised institute. Besides from above
data on the option plan, the following parameters were used for the valuation:– risk free interest rate of 2.82 %– volatility 25 %– yearly unchanged profit distribution of CHF 6 per INRN
– average share price CHF 337
The options included in the plan are not subject to any vesting condition.

7.2 Research and development expenditures
These expenses are mostly incurred to further develop and complete the product range of the segments. They are included in­personnel and other operational expenses as well as in depreciation on fixed tangible assets. No expenses have been capitalized as
the preconditions stated in IAS 38 are not met cumulatively.
The Group incurred the following expenses for research and development during the years under review:in thousands CHF

2012

2011

Research and development (R&D) expenditures

7 781

8 068

R&D in % of net sales

2.53

2.97

119

NOTES TO THE C ONSOL I DATED I N C O M E STATE M ENT
I n t e r r o l l G ROUP

7.3 Other operating expenses
in thousands CHF

2012

2011

Production related expenses

6 719

6 632

Freight

7 706

8 388

Office,administration and IT services

8 493

6 833

Building costs

5 157

6 349

Travelling and transportation

5 153

5 168

Marketing

3 742

4 332

Consultancy, auditing and insurances

7 539

3 942

Provisions and allowances, net

2 219

1 752

Variable sales costs

2 267

1 965

Non-income taxes

504

1 365

Other expenses and services

3 299

2 171

Loss on disposal of property, plant and equipment/intangible assets–

11

52 79848 908in thousands CHF

2012

2011

Income from commissions, licences and freight

8 250

8 947

Income from services

845

1 029

Government grants received

101

217

Gain on disposal of tangible and intangible assets

1 260

–

Total other operating income

10 456

10 193

Total other operating expenses

7.4 Other operating income

120

NOTES TO THE C ONSOL I DATED I N C O M E STATE M ENT
I n t e r r o l l G ROUP

7.5 Financial resultin thousands CHF
Fair value changes of foreign currency forward contracts
Realised translation gains

2012

2011

–

– 348

– 998

–

–

– 239

Interest expenses

– 276

– 647

Finance expenses– 1 274– 1 234–

1 081

Realised translation expenses

Foreign exchange gains, net
Fair value changes of foreign currency forward contracts

435

53

Interest income

105

182

Finance income

540

1 316

Finance result, net

– 734

82

The result from realized cash flow hedges is presented in the other operating income/expenses (seenotes 7.3 resp. 7.4). In both years under review, no cash flow hedges existed (see note 6.9). Realised translation
expenses of the previous year are in reliation to the liquidation of Interoll DS Asia Pacific Co. Ltd.
(Bangkok/Thailand). Realised translation gains in 2011 is in relation to equity-a-like loan owed by­Interroll Japan Co. Ltd. (Tokyo/Japan) which was written off in the year under review.

121

NOTES TO THE C ONSOL I DATED I N C O M E STATE M ENT
I n t e r r o l l G ROUP

7.6 Income tax expense
Components of income tax expensein thousands CHF

2012

2011

Income taxes relating to the current period

5 689

4 757

Income taxes relating to past periods, net

226– 1 623

Current income tax expense

5 915

3 134

Due to temporary differences

– 978

– 856

Due to tax rate changes

– 168

–4

Due to (recognition)/use of tax loss carry-forwards

– 79

65

Adjustments to deferred tax assets

–1

– 50

Other effects–

1

Deferred income tax expense/(income)– 1 226– 844

Total income tax expense

4 689

2 290

Taxes on capital are included in other operating expenses (see note 7.3).
Deferred tax liabilities of CHF 0.2 m (previous year: CHF 0.2 m) have not been recognised for ­w ithholding
and other taxes on the un-remitted earnings. Such distributable earnings which are subject to withholding
tax are normally left in the respective companies.

Reconciliation of effective tax rate
2012

2011

Result before income taxes

24 08520 483

Income tax expenses at the expected tax rate of 20.1 % (2011: 20.1 %)

4 841

4 117

in thousands CHF(Tax credits)/tax charges on prior years’ results, net

226– 1 623

Effect from deviation to tax rates in Group companies

– 201

– 119

Tax rate changes, net

– 168

–4

(Non-taxable income)/non-tax deductible expenses, net

– 148

87

(use of unrecognised tax losses)/effect of unrecognised tax losseson the current year’s result, net

157

– 147

(Reversal of)/write offs on deferred tax assets, net

–1

– 50

Other effects

– 17

29

Effective (total) income tax expense

4 689

2 290

The income tax expense analysis is based on the expected tax rate for an ordinarily taxed company in­Switzerland.

122

NOTES TO THE C ONSOL I DATED I N C O M E STATE M ENT
I n t e r r o l l G ROUP

Tax effects on and expiry dates of carried forward losses
31.12.2012

in thousands CHF

31.12.2011

notactivated

activatednotactivated

activated

90

–

2013

448

–

585

–

2014

492

–

561

–
–

Expiry:
2012

2015

–

–

43

2016

–

–

907

–

17 756

1 545

18 578257

2017 and later
unlimited

7 701

797

5 572

2 567

Total

26 3972 342

26 336

2 824

Tax benefit

8 904

759

9 278

699

Thereof unrecognisable– 8 904

Deferred tax assets fromcarried forward losses– 9 278
759

699

In 2012, a tax effect of CHF 1.3 m resulted from new tax losses carried forward of CHF 4.6 m. None of thiseffect was capitalized (previous year: new tax losses of 2.8 m with a tax effect of CHF 0.8 m, whereof nil
was capitalised).
Deferred tax assets on unused tax losses carried forward and based on temporary differencies are capitalized in case it is probable that such assets can be set off against future taxable profits. Due to the probability
to set off current tax losses carried forward against future profits in various subsidiaries, an amount of
CHF 0.8 m has been capitalized in 2012 (2011: CHF 0.7 m). Interroll considers the future set off probablebased on approved business plans. The majority of non-capitalized deferred tax assets on losses carriedfoward concern US-based subsidiaries. The applicable tax rate for both years under review is 39 %.

123

NOTES TO THE C ONSOL I DATED I N C O M E STATE M ENT
I n t e r r o l l G ROUP

Attribution of defered tax assets/liabilities to balance sheet itemsin thousands CHF
assets31.12.2012

31.12.2011

Deferred tax

Deferred tax

liabilities

assetsliabilities

Intangible assets

556

548

334

755

Property, plant and equipment

340

2 331

200

2 716

Financial assets

27

10

–

22

Inventory

232

102

239

122

Benefits of loss carry forwards

759

–

699

–

Receivables

128

190

88

302

Total assets

2 042

3 181

1 560

3 917

–

12

–

–

Provisions

1 344

421

813

297

Short term debts

266

145

118

36

Other Liabilities

43

118

34

1

Total liabilities

1 653

696

965

334

Set-off– 1 577– 1 577– 1 810– 1 810

Total net

2 118

2 300

715

2 441

Long term debts

Deferred tax assets and deferred tax liabilities are netted within and between companies belonging to thesame taxable unit.
The reduction of deferred tax assets and liabilities of net CHF 1.5 m (previous year: decrease of CHF 0.7 m)
corresponds to net deferred tax income recognised in the income statement of CHF 1.2 m (previous year:
deferred tax income of CHF 0.8 m) and a reclassification from c­ urrent tax liabilities to deferred tax liabilities
in the amount of CHF 0.3 m. In the previous year, ­deferred tax liabilities were additionnally increasedby CHF 0.3 m due to acquisition through ­business combinations and decreased by currency impacts of
CHF 0.1 m.
In both years under review, current income taxes of CHF 0.1 m were credited to equity. No taxes wererecognised in the other comprehensive income in both years under review.

124

NOTES TO THE CONSOLIDATED INCOME STATEMENT
I nte r r oll G R O U P(This page has been left blank intentionally.)

125

OTHER D I S C LOSURES
I n t e r r o l l gROUP

8 OTHER DISCLOSURES to the financial statements
8.1 Contingent liabilities and other commitments
In 2012 the Interroll Group has committed to guarantees versus third party in the amount of CHF 0.2 m (2011: CHF 0.5 m). These
guarantees are in relation to customer orders. There are no further contingent liabilities in both years under review.

8.2 Related party transactions
Transactions with related parties
VolumeOpen payables

Category

2012

2011

31.12.2012

31.12.2011

Purchase of materials

a

2 502

2 311

264

349

Consulting services

b

1 747

492

1

1

IT Investments/IT Services

a

371

614

6

16

in thousands CHF

Other purchases

a+b

Total purchases

567

662

3

15

5 187

4 079

274

381

VolumeOpen receivables

Category

2012

2011

31.12.2012

31.12.2011

Sale of material

a

5 400

6 675

1 013

1 232

Other income

b

525

377

103

114

5 925

7 052

1 116

1 346

in thousands CHF

Total services

Definition of related parties
The Interroll Group defines and categorises its related parties as following:a) Shareholders of Interroll Holding Ltd. holding more than 3 % of the shareholder capital.
b) Members of the Board of Directors of Interroll Holding Ltd. and legal entities that are directly controlled by them.
c) Members of the Group Management of Interroll Group and legal entities that are directly controlled by them.
d) Local managing directors as well as people reporting to them (only for substantial transactions).

126

OTHER D I S C LOSURES
I n t e r r o l l gROUP

Total compensation to the Board of Directors
Total compensation in the year 2012 to the Board of Directors of Interroll Holding Ltd. is CHF 0.51 m (2011: 0.48 m). The detailed
disclosure on the compensation to and shares owned by the Board of Directors and the Group Management required by Swiss law
are included in the notes to the financial statements of Interroll Holding Ltd.

Total compensation to the Group Managementin thousands CHF

2012

2011

Salaries incl. bonus

3 845

3 965

Post-employment benefits

595

543

Equity based compensation

913

676

5 353

5 184

Total compensation to the Group Management

In the period under review as well as in the previous year no loans were granted. A special compensation of CHF 0.3 m was agreed
upon for one member of the Group Management that left the Group during the period under review. Respective amount is includedin above total compensation.
The detailed disclosure of the compensation and equities held by the Group Management in line with Swiss law (OR) can be foundin the notes to the financial statements of Interroll Holding Ltd.

127

OTHER D I S C LOSURES
I n t e r r o l l gROUP

8.3 Subsequent events
The consolidated financial statements for the year 2012 were approved by the Board of Directors on March 5th, 2013 and are subject
to further approval by the General Meeting of the Shareholders on 10 May, 2013.
No further event has occurred between December 31st, 2012 and March 5th, 2013 which would reqiure adjustment to the carrying
amount of the Group’s assets and liabilities, or would require disclosuere in accordance with IAS 10.

8.4 Scope of consolidation
Name

Location (country)

Function Owner

Interroll Holding AG

Sant’Antonino (CH)F

Interroll SA

Sant’Antonino (CH)PInterroll (Schweiz) AG

Sant’Antonino (CH)Interroll Management AG

Sant’Antonino (CH)Interroll Fördertechnik GmbH

Share capital in 1 000

Ownershipin %Switzerland
CHF

8 540.0

HD

CHF

100.0

100 %

S

HD

CHF

5 000.0

100 %

F

HD

CHF

100.0

100 %

Wermelskirchen (DE)

S

DHO

EUR

25.6

100 %

Interroll Engineering GmbH

Wermelskirchen (DE)

P

DHO

EUR

1 662.2

100 %Interroll Automation GmbHSinsheim (DE)

P

DHO

EUR

2 000.0

100 %Interroll Holding GmbH

Wermelskirchen (DE)

F

HD

EUR

500.0

100 %

Interroll GmbH

Wermelskirchen (DE)

D

HD

EUR

25.0

100 %

Interroll Trommelmotoren GmbH

Baal/Hückelhoven (DE)

P

DHO

EUR

77.0

100 %

Interroll SAS

Saint-Pol-de-Léon (FR)

F

HDE

EUR

2 808.0

100 %Interroll SAS

La Roche sur Yon (FR)

P

F

EUR

2 660.0

100 %Interroll SAS

Saint-Pol-de-Léon (FR)

S

F

EUR

61.0

100 %

Interroll Nordic AS

Hvidovre (DK)

S

DKP

EUR

67.1

100 %

Interroll Joki AS, Hvidovre

Hvidovre (DK)

P

HD

EUR

2 013.8

100 %Interroll Ltd.

Corby (GB)

S

HDE

GBP

0.0

100 %

Interroll Engineering Ltd.

Corby (GB)

D

HDE

GBP

0.1

100 %

Interroll España SA

Cerdanyola del Vallès (ES)S

HDE/TI

EUR

600.0

100 %

Interroll CZ sro.

Breclav (CZ)

S

HDE

CZK

1 000.0

100 %Interroll Europe BV

Emmeloord (NL)

F

HD

EUR

90.8

100 %

Interroll Polska Sp.z.o.o.

Warszaw (PL)

S

HD

PLZ

100.0

100 %

Interroll Lojistik Sistemleri

Istanbul (TR)

S

HD

TRY

1 000.0

100 %Interroll SA (Proprietary) Ltd.

Johannesburg (ZA)

S

HD

ZAR

0.3

100 %

EMEA excl. Switzerland

128

OTHER D I S C LOSURES
I n t e r r o l l gROUP

Name

Share capital in 1 000

Ownershipin %Location (country)

Function Owner

Interroll Corporation

Wilmington/N.C. (US)

P/S

HD

USD

65.0

100 %

Interroll Automation LLC

Jeffersonville (US)

P/S

HD

USD

0.1

100 %

Interroll Dynamic Storage Inc.

Hiram/Atlanta (US)

P/S

HD

USD

0.0

100 %

Interroll Canada Ltd.

Aurora (CA)

P/S

HD

CAD

1 720.0

100 %Interroll Components Canada Ltd.

Concord (CA)

P/S

HD

CAD

0.1

100 %

Interroll Logistica Ltda

Jaguariuna/S. Paolo (BR)

P/S

E

BRL

1 000.0

100 %Interroll (Asia) Pte. Ltd.

Singapore (SG)

S

HDE

SGD

18 625.0

100 %Interroll Suzhou Co. Ltd.

Suzhou (CN)

P/S

SGP

CNY

42 490.2

100 %Interroll Australia Pty. Ltd.

Victoria (AU)

S

HD

AUD

51.2

100 %

Interroll (Thailand) Co. Ltd.

Panthong (TH)P/S

SGP/HDTHB

100 000.0

100 %Interroll Japan Co. Ltd.

Tokyo (JP)

S

HD

JPY

10 000.0

100 %Interroll (Korea) Corporation

Seoul (KR)P/S

SGP/HDKRW 1 500 000.0

100 %Americas

Asia and PacificFunction:

P = Production, S = Sales, F = Finance, D = dorming

Owner:

HD = Interroll Holding Ltd., HDE = Interroll Europe BV, TI = Interroll SA, DHO = Interroll Holding GmbH, DKP = Interroll Joki AS,
F = Interroll SAS, Saint-Pol-de-Léon, E = Interroll España SA, SGP = Interroll (Asia) Pte. Ltd., Singapur

Movements within the scope of concolidation in 2012
In the year 2012, Transtechnik GmbH was merged with Interroll Trommelmotoren GmbH.

Movements within the scope of concolidation in 2011
Mid 2011, Interroll founded Interroll Lojistik Sistemleri Tic. Ltd. Sti. which has taken over sales activities for Turkey and the mid
east. In December 2011 Interroll DS Asia Pacific Co. Ltd in Bangkok/Thailand was definitely liquidated.

129

Report of the Group auditor
I n t e r r o l l G ROUP

9 Report of the Group auditor
Report of the Statutory Auditor on the Consolidated Financial
Statements of 2012 to the General Meeting of Shareholders of
INTERROLL HOLDING LTD., Sant’Antonino
As statutory auditor, we have audited the consolidated financial statements of Interroll Holding Ltd., which
comprise the balance sheet, income statement, statement of comprehensive income, statement of cash flows,statement of changes in equity and notes (pages 72 to 129), for the year ended 31st December 2012.

Board of Directors’ Responsibility
The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with the International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control
system relevant to the preparation and fair presentation of consolidated financial statements that are freefrom material misstatement, whether due to fraud or error. The Board of Directors is further responsible forselecting and applying appropriate accounting policies and making accounting estimates that are reason­
able in the circumstances.

Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with Swiss law and Swiss Auditing Standards as well as the Internatio­
nal Standards on Auditing. Those standards require that we plan and perform the audit to obtain reason­
able assurance whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including
the assessment of the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error. In making those risk assessments, the auditor considers the internal control system
relevant to the entity’s preparation and fair presentation of the consolidated financial statements in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating
the appropriateness of the accounting policies used and the reasonableness of accounting estimates made,as well as evaluating the overall presentation of the consolidated financial statements. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

130

Report of the Group auditor
I n t e r r o l l G ROUP

OpinionIn our opinion, the consolidated financial statements for the year ended 31st December 2012 give a true andfair view of the financial position, the results of operations and the cash flows in accordance with the­International Financial Reporting Standards (IFRS) and comply with Swiss law.

Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA)
and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible
with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm thatan internal control system exists which has been designed for the preparation of consolidated financial
statements according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
PricewaterhouseCoopers AG

Patrick Balkanyi						Martin Graf
Audit expert							Audit expert
Auditor in charge

Zurich, 5th March 2013131

Fi n a n ci a l s t a t e m e n t s o f I n t e r r o l l H o l d i n g L t d .
Contents

Financial statementsof Interroll Holding Ltd.
Contents
1

Financial statementsof Interroll Holding Ltd.

134

1.1

Balance sheet

134

1.2

Income statement

135

1.3

Statement of changes in equity

135

2

General information

4

Other disclosures according to Swiss law

139

4.1

Risk assessment

139

4.2

Internal control system

139

4.3

Compensation of and shares heldby the Board of Directors

4.4

to the financial statements

136

2.1

Accounting policies

136

2.2

Principles of valuation

136

3

Notes to the financial statements

137

3.1

Own shares and options

137

3.2

Investments

137

3.3

Loans to subsidiaries

137

3.4

Loans from subsidiaries

138

3.5

Provision for investment risks

138

3.6

Shareholder equity

138

3.7

Contingent liabilities

139

140

Compensation of and shares heldby the Group Management

141

5

Proposed appropriation of available earnings

143

6

Report of the statutory auditor

144

133

Fi n a n ci a l s t a t e m e n t s
Interroll Holding Ltd.

1 Financial Statements of Interroll Holding Ltd.
1.1 Balance sheet
in thousands CHF

see Notes*

31.12.2012

31.12.2011

ASSETSCash and cash equivalents

701

5

Accounts receivable from subsidiaries

870

819

Other receivables from third party

340

79

16 80517 138

Total current assets

18 71618 041

Investments

213 169

213 169

Own shares

Loans to subsidiaries

3.1

11 953

11 930Total non-current assets

225 122225 099

Total assets

243 838

243 140

3.3

EQUITY AND LIABILITIES
Trade and other accounts payable from subsidiaries

386

337

Trade and other accounts payable from third party

27

109

Accrued Expenses

2 119

1 205

Total current liabilities

2 532

1 651

Loans from subsidiaries

3.4

4 094

2 209

Provision for loan assets and investment risks

3.5

110 771

110 771

Other provisions
Total non-current liabilities
Share capital

3.6

Share premium
General legal reserve
Reserve for own shares

804
113 784

8 540

8 540

14 02219 616

5 209

5 209

17 67121 018Available earnings

80 99973 322

Total shareholder’s equity

126 441

127 705

Total liabilities and equity

243 838

243 140* See notes to the financial statements.

134

3.6

–
114 865

Fi n a n ci a l s t a t e m e n t s
Interroll Holding Ltd.

1.2 Income statementin thousands CHF

2012

2011

Investment income

737

10 091

Royalty income

2 983

2 654

Other operating income

1 414

728

Financial income

3 468

607

Total income

8 602

14 080–– 212

Investment expenses
Administration expenses

– 432

– 385

Personnel expenses– 1 763– 1 685

Other operating expenses– 1 429– 2 989

Financial expenses

– 559

– 860

Total Expenses– 4 183– 6 131

Result before income taxes

4 419

7 949

Income tax expenses

– 89

–2

Result

4 330

7 947

R eserve forown shares

Available
earnings

Total

27 95962 938

123 724

7 947

7 947

1.3 Statement of changes in equity

in thousands CHF
as of 1.1.2011

R eserves from
capitalShare capital
contrib. Legal reserve

8 540

19 078

5 209

Result 2011
Distribution from approbrationfrom capital contributions– 3 966

Appropriation to reserves from
capital contributions

4 504– 3 966– 4 504

Change of reservefor own shares
At 31.12.2011

8 540

19 6165 209– 6 941

6 941–

21 01873 322

127 705

4 330

4 330

Result 2012
Distribution from approbrationfrom capital contributions– 5 594– 5 594

Change of reservefor own shares
At 31.12.2012

8 540

14 022–5 209– 3 347

3 347–

17 67180 999126 441135

G e n e r a l i n f o r m a t i o n t o t h e f i n a n ci a l s t a t e m e n t s
Interroll Holding Ltd.

2 G ener al information to the financial statements
2.1 Accounting Policies
Current/Non-current distinction
Current assets are assets expected to be realised or consumed in the normal course of the Company’s­operating cycle or assets held for trading purposes. All other assets are classified as non-current assets.
Current liabilities are liabilities expected to be settled by use of cash generated in the normal course of
the Company’s operating cycle or liabilities due within one year from the reporting date. All other liabilities
are classified as non-current liabilities.

Foreign currency translation
Transactions in foreign currencies are recorded using exchange rates prevailing at the time of the transaction.
Gains or losses arising on settlement of these transactions are included in the current year’s income underfinancial income and financial expenses respectively. Monetary assets and liabilities denominated in foreign
currencies are translated using the exchange rates prevailing at the balance sheet date. Any gains or losses
resulting from this translation are also included in the current year’s income, except for unrealised gains
which are deferred.

2.2 Principles of valuation
Cash and cash equivalents, Accounts receivable and payable
Cash and cash equivalents are stated at nominal value. Accounts receivable are stated at nominal value lessany valuation adjustment for credit risks. Accounts payable are stated at nominal value. Accounts receivablefrom Group companies arise from services provided by Interroll Holding Ltd. and related interest and­royalties billed. These services are recognised on an accrual basis.

Own shares and options
Own shares and options to buy own shares are stated at the lower of cost and fair value.

Loans
Non-current loans receivable are stated at nominal value less any valuation adjustments deemed necessary
to reflect the credit risk. Non-current loans payable are stated at nominal value.

Investments
Investments are stated at cost less any valuation adjustments deemed necessary to recognise a decline otherthan temporary in value (impairment). Additional provisions are recognised for general investment risks.

Accrued expenses
Accrued expenses primarily relate to interest due on loans payable stated at nominal value and to accruals
for the compensation of the Board of Directors.

136

N o t e s t o t h e Fi n a n ci a l s t a t e m e n t s
Interroll Holding Ltd.

3 Notes to the Financial statements		
3.1 Own shares and options
Shares sold, acquired and held in the periods under review
In the year under review, the Company sold 5 440 own shares at an average price of CHF 321 (previous­year: sale of 12 713 shares at an average price of CHF 395). In the year under review, the Company did not­acquire shares (previous year: 3 149 shares). At year end 2012, the Company held 51 718 own shares atthe book value of CHF 16.8 m (2011: 60 099 own shares at a book value of CHF 21.0 m).

Shares held to cover the option planAt year end 2012, 43 225 own shares were reserved to cover the management option plan. At end of 2011 ­were
held 45 965 for this purpose (see note 7.1 of the consolidated financial statements). In the year under ­review,
2 740 shares (previous year: 2 653 shares) were sold at the strike price of CHF 323 from the option plan.

Attribution of own shares to employees
2 941 shares (previous year: 2 084) at a carrying value of CHF 0.9 m (previous year: CHF 0.7 m) were
­attributed to employees.

3.2 Investments
An overview on the material either directly or indirectly held investments can be found in the Notes to theconsolidated statements of the Interroll Group (see “8.4 – Scope of consolidation”).

3.3 Loans to subsidiaries
The interest rates used were the following:

lowesthighestIn the year 2012

0.00 %

6.00 %In the year 2011

0.00 %

6.00 %The loans due to Group companies are normally redeemable with a notification period of three months.
As of year end, the total outstanding group loans amounted to CHF 12 m (2011: CHF 11.9 m). For CHF 2.8 m(previous year: CHF 2.8 m) a valuation allowance has been accounted for.

137

N o t e s t o t h e Fi n a n ci a l s t a t e m e n t s
Interroll Holding Ltd.

3.4 Loans from subsidiaries
The following interest rates were used:lowesthighestIn the year 2012

0.00 %

5.50 %In the year 2011

0.00 %

5.50 %The loans due from Group companies are normally redeemable with a notification period of three months.
As of year end 2012, the total outstanding group loans amounted to CHF 4.1 m (2011: CHF 2.2 m).

3.5 Provision for investment risks
During the year 2003 as well as in 2008, the Group implemented internal changes in the financing structurethat generated an unrealised capital gain. Therefore the Company created a provision for investment risks
that relates to investments in and loans due from group companies. Thereby, it is ensured that the amount ofshareholders’ equity presented of the parent company appears reasonable compared to the consolidated
shareholders’ equity.

3.6 Shareholder equity
Composition of the share capital
The share capital consists of 854 000 fully paid-in registered shares with a par value of CHF 10 each­(previous year: CHF 10). Each share entitles to equal dividend and voting rights.

Significant Shareholders (at least 3 % of the share capital)
The following table shows the number of shares held by the most significant shareholders as well as their
participation in percent.
31.12.2012
Shareholder/Shareholder Group

Number of participation
sharesin %31.12.2011
Number ofsharesparticipationin %D. Specht and family

108 61012.72

108 845

12.75

B. Ghisalberti/E. Moreschi and family

112 743

13.20

112 743

13.20

N. Axmann and family

39 017

4.57

39 017

4.57

Sarasin Investmentfonds AG

84 712

9.92

83 5949.79––

22 013

2.58

Public (f loating)508 91859.59

487 788

57.12

Total

854 000

100.00854 000

100.00Corisol Holding AG

Reserve for own shares
The reserve for own shares equals the purchase price of own shares held as of balance sheet date.

138

N o t e s t o t h e Fi n a n ci a l s t a t e m e n t s / O t h e r d i s c l o s u r e s a cc o r d i n g t o S w i s s l a w
Interroll Holding Ltd.

3.7 Contingent liabilities
Interroll Holding Ltd. has issued a guarantee for an existing shared credit facility in the amount of
CHF 42 m (previous year: CHF 42 m) in favour of Interroll (Schweiz) AG.
In addition, Interroll Holding Ltd. issued letters of continuing financial support in favour of the following
Group companies:
Country

Company

Germany

Interroll Automation GmbH, Sinsheim (DE)FranceInterroll S.A.S., La Roche sur Yon (FR)Switzerland

Interroll (Schweiz) AG, Sant’Antonino (CH)

CanadaInterroll Canada Ltd., Aurora (CA)Interroll Components Canada Ltd., Concord (CA)Interroll Holding Ltd. carries joint liability in respect of the federal tax authorities for value added tax debts
of all Swiss subsidiaries.

4 Other disclosures according to Swiss l aw
4.1 Risk assessment
The risk management coordinates and aligns the risk management processes and reports to the Board of
Directors on a regular basis on risk assessment and risk management. Organizational and process measuresdesigned to identify and mitigate risks at an early stage have been assessed to be satisfactory by the Boardof Directors.

4.2 Internal control system
The Board of Directors and management of the Group are responsible for establishing and maintaining­adequate internal control over financial reporting. Interroll Holding Ltd.’s and the Interroll Group’s internal
control system was designed to provide reasonable assurance to the Interroll Group’s management andBoard of Directors regarding the reliability of financial reporting and the preparation and fair presentationof its published consolidated financial statements.
All internal control systems no matter how well designed have inherent limitations. Therefore, even thosesystems determined to be effective may not prevent or detect misstatements and can provide only reasonableassurance with respect to financial statement preparation and presen-tation. Also, projections of any eva­
luation of effectiveness to future periods are subject to the risk that controls may become inadequate becauseof changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Interroll Group management assessed the effectiveness of the Group’s internal control over financial reporting
as of December 31, 2012. Based on its assessment, management has concluded that, as of December 31, 2011,
the Interroll Group’s internal control over financial reporting was effective based on those criteria (see notes
to the consolidated financials statements “3 – Risk Management”).

139

O t h e r d i s c l o s u r e s a cc o r d i n g t o S w i s s l a w
Interroll Holding Ltd.

4.3 Compensation of and shares held by the Board of Directors
Compensation and shares held by the Board of Directors
The compensation of the members of the Board (BoD) and the shares held by them at year end are disclosed in accordance with the
Swiss Code of Obligations 663bis and 663c. The total compensation amounted to:in thousands CHF

Cash

Shares/
Options

SocialSecurity*

Other
Benefits

Total
Compensation

Shares held
as of 31.12.

Voting Rights
in %Kurt Rudolf
2012

P, CC

150

17

167

800

0.11

2011

P, CC

150

17

167

800

0.11

2012

VP

75

12

87

60

0.01

2011

VP

75

12

87

60

0.01

2012

AC

50

7

57

20

0.00

2011

AC

50

7

57

20

0.00

Urs Tanner

Paolo Bottini

Philippe Dubois
2012

AC

50

7

57

100

0.01

2011

AC

50

7

57

100

0.01

Horst Wildemann
2012

CC

50

4

54

–

0.00

2011

CC

50

6

56

–

0.00

Marco Ghisalberti
2012

50

7

57

112 743

14.83

2011

50

7

57

112 743

14.97

2012

29

5

34

108 610

14.29

2011

–

–

–

108 845

14.45

Ingo Specht

Total Board of
Directors
2012

454

–

59

–

513

222 333

29.24

2011

425

–

56

–

481

222 568

29.56

P : Chairman of the BoD
AC : Audit Committee
VP : Vice Chairman of the BoD CC : Compensation Committee* Social Security costs consist of employers and employees contributions to the state run Swiss social security system.

Options held by the Board of Directors
The Board of Directors does not hold any options to buy shares of Interroll Holding Ltd.

140

O t h e r d i s c l o s u r e s a cc o r d i n g t o S w i s s l a w
Interroll Holding Ltd.

4.4 Compensation of and shares held by the Group Management
Total compensation of the Group Management
The compensation of the members of the Group Management and the shares held by them at year end are disclosed in accordancewith the Swiss Code of Obligations 663bis and 663c. The total compensation amounted to:
R emuneration (net)

Equity based compens.
Total
Other
Benefits Compensation

fix

variable*

Shares**

Options

SocialSecurity

2012

666

863

351

–

494

41

2 415

2011

595

867

315

–

456

41

2 274

2012

1 530

436

402

–

319

62

2 749

2011

1 468

624

234

–

337

71

2 734

2012

2 196

1 299

753

–

813

103

5 164

2011

2 063

1 491

549

–

793

112

5 008

CEO (highest)

Other members

Total GroupManagement* The difference between provisions made in the previous year and the actually paid-out bonuses is netted with the variable compensation planned for the year under review.
** In the period under reivew 2 871 (previous year: 1 550) own shares were attributed. 2 104 of these shares (previous year: 1 200) may not be sold for a period of four to five years as ofgrant date (previous year: five years). Share based payments correspond to tax values.

There was no material change in the variable portion of the remuneration to members of the Group Management. Instead ofa payment in cash, the portion of assigned shares with a blocking period of 4 years was increased compared to the previous year.
The fixed portion was changed with two members of the Group Management. Social costs are especially higher to to higher­contribution rates payable as from January 1st, 2012.

Explanation to the calculation methods and further notes to the total compensation
The calculation method according to IFRS deviates in two points from the calculation method applied for the compensation as per
Swiss law, OR 663bis and 663c:a) The compensation for business cars results from all amounts recognized in the income statement including depreciation/leasing
instalments. According to Swiss law, 0.8 % per month based on the acquistion value of the cars has been considered.
b) According to IFRS share-based payments are based on their market value at grant date. Granted shares are valuated at market
value according to Swiss law (OR). This value is reduced depending on the agreed blocking period on these granted shares.
The difference of total compensation between the two methods of CHF 0.19 m (previous year: CHF 0.18 m) is made up by businesscars (CHF 0.05 m, previous year: CHF 0.05 m) and by share-based payments (CHF 0.14 m, previous year: CHF 0.13 m).

141

O t h e r d i s c l o s u r e s a cc o r d i n g t o S w i s s l a w
Interroll Holding Ltd.

Shares and options held by the Group Management
Shares and options owned by the members of Group management and their related parties were the following:
Shares as of 31.12.

2012

2011

2012

2011

Paul Zumbühl

14 09812 59810 000

10 000Dr. Ralf Garlichs

100

–

2 500

2 500

Dr. Christoph Reinkemeier

110

–

–

–

Jens Karolyi

–

–

–

–

Tim McGill

2 350

2 036

1 800

1 800

Kwang-Heng Seng

300

220

1 200

1 200

Jürg Häusermann*

–

950

–

3 340

16 95815 80415 50018 840

Total
*

142

Options as of 31.12.

Jürg Häusermann has stepped back from the Group Management as per 30 th November 2012.

Pro p os e d a ppro pr i ati o n o f ava i l a bl e e a r n i n gs
Interroll Holding Ltd.

5 Proposed appropriation of avail able earnings
Appropriation of available earnings
The Board of Directors proposes to the general assembly to appropriate the available earnings as per end of
the year under review as follows:in thousands CHF

2012

2011

Result

4 329

7 947

Available earnings carried over from previous year

73 32362 938Change of reserve for own shares

3 348

6 941

–

– 4 504

81 00073 322

Appropriation to reserves from capital contributions
To be carried forward

Proposed distribution of reserves from capital contributions
The Board of Directors proposes to the general assembly the distribution of reserves from capital contri­
butions of CHF 8.00 per share (previous year: CHF 7.00). If the distribution is approved, the respective­settlement will be processed in the subsequent week to the general assembly 2013.
in thousands CHF

2012

2011

Reservers from capital contributions carried over from previous year

19 61519 078

Appropriation from available earnings

–

4 504

Distribution of CHF 7.00 in the year 2012

– 5 594– 3 966

Distributable reserves from capital contributions

14 021

19 616

Proposed distribution of CHF 8.00 per share in 2013*

6 450

–

Reserves from capital contributions to be carried forward

7 571

19 616*All shares held by Interroll Holding Ltd. or by its subsidiaries neither have voting- nor dividend rights. The number of shares entitled to dividends
may increase or decrease due to the exercise of options or changes in the number of own shares held. The maximum number of shares entitledto dividends is 854 000. Accordingly, the maximum amount of distribution is CHF 6.5 m. Disclosed amount of CHF 6.5 m is based on the outstanding
shares as of 4 th of March 2013.

143

Report of the statutory auditor
Interroll Holding Ltd.

6 Report of the statutory auditor
Report of the Statutory Auditor on the Financial Statements of 2012
to the General Meeting of Shareholders of Interroll Holding Ltd.,Sant’Antonino
Report of the statutory auditor on the financial statements
As statutory auditor, we have audited the financial statements of Interroll Holding Ltd., which comprise thebalance sheet, income statement, statement of changes in equity and notes (pages 134 to 143), for the year
ended 31 December, 2012.

Board of Directors’ Responsibility
The Board of Directors is responsible for the preparation of the financial statements in accordance with therequirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors
is further responsible for selecting and applying appropriate accounting policies and making accounting­estimates that are reasonable in the circumstances.

Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted
our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that weplan and perform the audit to obtain reasonable assurance whether the financial statements are free frommaterial misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due to fraud or error. In making
those risk assessments, the auditor considers the internal control system relevant to the entity’s preparationof the financial statements in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system.
An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.

OpinionIn our opinion, the financial statements for the year ended 31 December, 2012 comply with Swiss law andthe company’s articles of incorporation.

144

Report of the statutory auditor
Interroll Holding Ltd.

Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA)
and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible
with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm thatan internal control system exists which has been designed for the preparation of financial statements­according to the instructions of the Board of Directors.
We further confirm that the proposed appropriation of available earnings complies with Swiss law and thecompany’s articles of incorporation. We recommend that the financial statements submitted to you be­approved.
PricewaterhouseCoopers AG

Patrick Balkanyi						Martin Graf
Audit expert							Audit expert
Auditor in charge

Zurich, 5 March 2013145

Investor information
2012

2011

2010

2009

Number of registered shares

854 000

854 000

854 000

854 000

Number of average outstanding shares

799 090791 452775 724

771 475

Number of outstanding shares per (31.12.)

802 282793 901

779 600

771 775

Information on the Interroll share

Market price: highest

CHF

360

450

371

320

Market price: lowest

CHF

270

271

267

173

Market price: per 31.12.

CHF

333

279

368

307

m CHF

267.16221.50286.89236.55

Ratio

13.72

12.14

19.79

41.37

10.00

10.00

15.00

15.00

Market capitalization per 31.12.
P/E Ratio
Values per share (in CHF)
Par value as per 31.12.
Reduction of par value

5.00

Distribution out of reserves from capital contributions*

8.00

7.00

5.00

Pay out ratio

32.92

30.45

26.89

Earnings per average share outstanding

24.27

22.99

18.59

7.41

Cash f low per average share outstanding

47.78

18.34

24.09

26.43

Equity per share outstanding as per 31.12.

198.64180.48163.49172.36*The distribution out of reserves from capital contributions in the year under review is proposed by the board of directors for the annual general assembly of 10th May, 2013.

67.48

Key Figures of the Interroll Groupin CHF. million, if not noted differently

Imprint

2012

2011

2010

2009

Sales according to product group

Publisher
Interroll Holding AG

Incoming orders/net sales

Total net sales 2012307.2 Mio. CHF

Total incoming orders

302.6

288.7

285.2

238.9

Drives

99.3

95.1

97.9

82.9

Rollers

80.4

83.2

79.2

73.3

Conveyors & Sorters

69.3

42.8

52.1

33.6

Pallet- & Carton Flow

58.1

50.8

53.9

44.3

Total net sales

307.2

271.9

283.1

234.0

EBITDA

41.1

36.2

35.8

18.8

in % of net sales

13.4

13.3

12.6

8.0

EBITA

30.3

25.7

24.8

8.0

in % of net sales

9.9

9.5

8.8

3.4

Via Gorelle 36592 Sant’Antonino, Switzerland
Drives 32.3 %Phone: +41 91 850 25 25

Rollers 26.2 %Fax: +41 91 850 25 05

Conveyors & Sorters 22.6 %www.interroll.com

Pallet- & Carton Flow 18.9 %

www.interroll.com/ir (Investor Relations)

Profitability

Net profit

19.4 Mio. CHF
Operating cash flow

38.2 Mio. CHF

Return on Net Assets

12.1 %

Phone: +41 91 850 25 25
investor.relations@interroll.com

EBIT

24.8

20.4

20.4

3.1

8.1

7.5

7.2

1.3

This Annual Report is also available in English.

Net profit

19.4

18.2

14.4

5.7

The German version is binding.

in % of net sales

6.3

6.7

5.1

2.4

Europe, Middle East, Africa 70.1 %Americas 18.4 %Cash Flow
Operating cash flow

38.2

14.5

18.7

Asia-Pacific 11.5 %20.4

in % of net sales

12.4

5.3

6.6

8.7

Free cash flow

30.2

–5.6

–8.5

–6.0

in % of net sales

9.8

–2.1

–3.0

–2.6

Total investments/capital expenditures

10.6

19.6

26.4

22.9

226.9

239.2

211.3

215.7

Goodwill in % of equity

5.6

6.3

7.3

8.3

Net financial assets (debts)

Total assets

159.4 Mio. CHF

Lorenz G. Köhler

Sales according to geographical markets

in % of net sales

Balance sheet

EquityContact

8.7

–17.6

–12.9

–4.2

Gearing (net debts/equity)

–

0.12

0.10

0.03

Indebtedness factor (net debts/cash flow)

–

1.21

0.69

0.20

Equity

159.4

143.3

127.5

133.0

Equity ratio (equity in % of assets)

70.2

59.9

60.3

61.7

Return on equity (in %)

12.8

13.4

11.1

4.3

RONA (Return on Net Assets, in %)

12.1

9.9

10.4

1.6

Average number of employees

1 420

1 340

1 255

1 206

Net sales per employee (in thousands CHF)

216

203

226

194

Productivity (Added value/total personnel expenses)

1.92

1.77

1.98

1.66

Other key figures

Interroll share price development compared with SPI/SXGE
34.65%

375

25.67%

350

16.70%

325

7.72%

300

-1.26%

275-10.23%

250

2012

Feb

Mrz

Apr

Mai

Jun

Jul

Aug

Sep

Okt

Nov

Dez

Project management
Interroll Holding AG, Investor Relations
Concept and design
Media Office Network
Hans-Peter Ott, Dormagen (Germany) | Jürgen Kosmalla, Cologne (Germany)
Layout & DTP financial section
gateB AG | Communication Engineering, Steinhausen (Switzerland)© Swissquote

Interroll share

Printing

SPI/SXGE

Share price on 31.12.2011: CHF 279 Share price on 31.12.2012: CHF 333

paffrath print & medien gmbh, Remscheid (Germany)
Cover picture

Further information for investors on page 146.

Diatom: © Manfred P. Kage/OKAPIA KG

SEM picture of a diatom
Nature achieves maximum efficiency with minimalenergy and clever structures – economically andecologically.
As a premium partner to companies in the area ofinternal logistics Interroll has been working withenergy-efficient lightweight designs for decades.

I n t e r r o l l A NN U A L RE P ORT 2 0 1 2

Front page:

Interroll Group profile

A NN U A L RE P ORT 2 0 1 2Interroll is one of the world’s leading manufacturers in the fields of unit-load handling, internal logistics andautomation. Its products are used primarily in the areas of food processing, airport logistics, courier/express/
postal services, distribution and in various segments of industry. They include easy-to-integrate drive solutions
such as drum motors for belt conveyors, conveyor rollers and DC-powered rollers for conveyor systems;
gravity-driven flow storage modules for compact pallet and container racking systems in distribution centres;
crossbelt sorters, belt curves and other user-friendly conveyor modules for cost-efficient material flow systems.
Interroll serves more than 23 000 customers, mainly regional plant manufacturers and engineering firms aswell as system integrators, multinationals and end-users. Interroll has 1 500 employees working at 29 enterprises around the globe and is listed on the SIX Swiss Exchange. Managed by a strategic holding company, basedin Sant’Antonino, Switzerland, the Group is split into two global business divisions: “Global Sales & Service”
markets and distributes the full range of Interroll products in line with customer requirements; “Products &Technology” oversees seven global Centres of Excellence, two regional Centres of Excellence and four otherproduction facilities, with responsibilities ranging from R&D, global product management and strategicpurchasing to production technology and manufacturing.
www.interroll.com