##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION  Amendment No. 2 to Form 10-K on Form 10-K/A
 [X]
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2003 [  ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to Commission file number: 001-15423 Grant Prideco, Inc.  Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
    
    76-0312499
(I.R.S. Employer
Identification No.)400 N. Sam Houston Pkwy. East
Suite 900
Houston, Texas
(Address of Principal Executive Offices)
    
    77060
(Zip Code)
 (281) 878-8000  Securities to be registered pursuant to Section 12(b) of the Act: Title of
    
    Name of Each ExchangeEach Class
    
    on Which RegisteredCommon Stock, par value $0.01 per share
    
    New York Stock Exchange
 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [  ] Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [  ] Aggregate market value of Common Stock held by nonaffiliates as of June
30, 2003: $1,408,228,676 Number of shares of Common Stock outstanding as of March 2, 2004:
121,717,532




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TABLE OF CONTENTS  PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXConsent of KPMG Alpen-Treuhand GmbHCertification of Michael McShaneCertification of Matthew D. FitzgeraldSection 906 Certification    Table of Contents  Explanatory Paragraph Grant Prideco, Inc. (the Company) is filing Amendment No. 2 to its Annual Report on Form 10-K
for the year ended December 31, 2003. The sole purpose of Amendment No. 2 is to incorporate the
restated audited financial statements of voestalpine TUBULARS GmbH & Co KG (VA), an Austrian
partnership of which the Company owns a 50.01%, for the year ended March 31, 2004 (VAs fiscal
year-end) to reflect a subsequent reclassification within the Partners capital section of the VA
Balance Sheet and the related impact on Net profit in the VA Income Statement in order to permit
retained earnings to be available for distribution to the partners. The financial statements of VA
are required to be filed as Item 15(a) 2  Financial Statement Schedules pursuant to Rule 3-09 of
Regulation S-X. This Amendment No. 2 had no impact on the previously filed Grant Prideco, Inc.
consolidated financial statements included in the Annual Report on Form 10-K for the year ended
December 31, 2003 and does not otherwise update any exhibits as originally filed and does not
otherwise reflect events occurring after the original filing date of March 15, 2004 of the Annual
Report on Form 10-K for the year ended December 31, 2003. Additionally, in connection with the
filing of Amendment No. 2 and pursuant to SEC rules, the Company is including certain currently
dated certifications. 
 PART IV 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this report or
incorporated herein by reference: 1. Our consolidated financial statements are listed on page 35* of this
report. 2. Financial statement schedules 
Financial statements of voestalpine TUBULARS GmbH & Co KG**: Auditors Report
    
    A-2Balance Sheet
    
    A-3Income Statements
    
    A-4Notes to Financial Statements
    
    A-5
 NOTE *: The page numbers indicated are those under which
such information was filed as part of the Companys
Report on Form 10-K on March 15, 2004. Such information
is not being amended by this Report on Form 10-K/A. NOTE**: The amounts shown in the voestalpine TUBULARS GmbH &
Co KG financial statements are stated in Euros. At
March 31, 2004, each Euro equaled US $1.21780. Item 15(c) is amended to add the following exhibits: 23.2
    
    Consent of KPMG Alpen-Treuhand GmbH31.1
    
    Certification of Michael McShane31.2
    
    Certification of Matthew D. Fitzgerald32.1
    
    Section 906 Certification
 2




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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. GRANT PRIDECO, INC. By: /s/ MICHAEL MCSHANE   Chief Executive Officer, President, and Chairman of the Board
 Date: December 15, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following individuals on behalf of the
registrant and in the capacities indicated. Signature
    
    Capacity In Which Signed
    
    Date/s/ MICHAEL MCSHANE
    
    Chief Executive Officer,President and Chairman of the
    
    December 15, 2004Michael McShane
    
    Board(Principal Executive Officer)/s/ MATTHEW D. FITZGERALD
    
    Senior Vice President andChief Financial OfficerMatthew D. Fitzgerald
    
    (Principal Financial Officer)
    
    December 15, 2004/s/ GREG L. BOANE
    
    Corporate Controller(Principal Accounting Officer)
    
    December 15, 2004Greg L. Boane
 3




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Voestalpine TUBULARS GmbH & Co KG
Financial Statements
March 31, 2004 A-1




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Independent Auditors Report The Board of Directors
voestalpine Tubulars GmbH & Co KG,
Kindberg-Aumühl We have audited the accompanying balance sheets of voestalpine Tubulars GmbH & Co KG as of
March 31, 2004 and 2003, and the related statements of income for the years then ended. These
financial statements are the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the
United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of voestalpine Tubulars GmbH & Co KG as of March 31, 2004 and
2003, and the results of its operations for the years then ended in conformity with
generally accepted accounting principles in Austria. Our audits were made for the purpose of forming an opinion on the basic financial statements taken
as a whole. The supplementary information included in Attachment 1 is presented for
purposes of additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a whole . Accounting principles generally accepted in Austria vary in certain significant respects from
accounting principles generally accepted in the United States of America. Information relating to
the nature and effect of such differences is presented in Note 5 to the financial statements. As described in Note 6, the financial statements of the Company as of and for the year ended March
31, 2004 have been restated to reflect a resolution passed by the Partners to increase the amount
of net profit available for distribution to Partners in future periods. Vienna, Austria
November 15, 2004 KPMG Alpen-Treuhand GmbH
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft /s/ Mag. Helmut Kerschbaumer
    
    /s/ Mag. Rainer HasslerWirtschaftsprüfer und Steuerberater
(Austrian Chartered Accountant)
 A-2




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##### Table of Contents



voestalpine Tubulars GmbH & Co KG
Balance Sheets as of March 31, 2004 and 2003
(Austian GAAP - in EUR) Assets March 31, 2004
    
    March 31, 2003A.
    
    FIXED ASSETSI.
    
    Intangible assets
    
    
    1,744,034
    
    
    
    1,564,854II.
    
    Property, plant and equipment
    
    
    37,766,406
    
    
    
    35,137,508III.
    
    Financial assets
    
    
    4,031,411
    
    
    
    3,985,56643,541,851
    
    
    
    40,687,928B.
    
    CURRENT ASSETSI.
    
    Inventories1. Raw materials, supplies and consumables
    
    
    9,053,230
    
    
    
    8,778,4742. Unfinished goods
    
    
    4,844,703
    
    
    
    5,820,6423. Finished goods
    
    
    7,606,252
    
    
    
    5,759,40421,504,185
    
    
    
    20,358,520II.
    
    Receivables and other assets1. Accounts receivable from trade
    
    
    2,955,195
    
    
    
    7,570,0202. Receivables from affiliated companies
    
    
    492,964
    
    
    
    144,3973. Receivables from associated companies
    
    
    528,535
    
    
    
    397,8934. Other receivables and assets
    
    
    32,857,588
    
    
    
    54,179,20736,834,282
    
    
    
    62,291,517III.
    
    Cash and cash equivalents1. Cash in hand
    
    
    16,036
    
    
    
    12,1852. Cheques
    
    
    33,015
    
    
    
    70,1843. Cash at banks
    
    
    49,659
    
    
    
    892,50898,710
    
    
    
    974,87758,437,177
    
    
    
    83,624,914C.
    
    Deferred Charges1. Staff participation program
    
    
    1,547,404
    
    
    
    1,808,7671,547,404
    
    
    
    1,808,767Total Assets
    
    
    103,526,432
    
    
    
    126,121,609
 Liabilities and
Stockholders Equity March 31,2004
    
    March 31,2003A.
    
    PARTNERS CAPITALI.
    
    Unlimited partners share
    
    
    
    
    
    
    1,817
    
    
    
    1,817II.
    
    Limited partners share1. stipulated deposit
    
    
    
    
    
    
    17,986,527
    
    
    
    17,986,527III.
    
    Additional paid-in capital1. Not designated capital reserves
    
    
    
    
    
    
    477,294
    
    
    
    477,294IV.
    
    Retained earnings1. Other reserves
    
    
    
    
    
    
    28,715,685
    
    
    
    33,526,570V.
    
    Net profit
    
    
    
    
    
    
    12,906,019
    
    
    
    23,330,974thereof
profit/loss carried forward
    
    
    
    
    
    
    974
    
    
    
    68260,087,342
    
    
    
    75,323,182B.
    
    UNTAXED RESERVES1. Investment allowance
    
    
    
    
    
    
    178,361
    
    
    
    367,476C.
    
    PROVISIONS1. Provisions for severance payments
    
    
    
    
    
    
    6,286,056
    
    
    
    6,470,5802. Provisions for pensions
    
    
    
    
    
    
    696,403
    
    
    
    1,196,3283. Provisions for anniversary bonuses
    
    
    
    
    
    
    2,230,249
    
    
    
    1,715,0844. Provisions for vacations
    
    
    
    
    
    
    1,380,838
    
    
    
    1,408,0735. Other provisions
    
    
    
    
    
    
    4,509,758
    
    
    
    5,498,40815,103,304
    
    
    
    16,288,473D.
    
    LIABILITIES1. Long term bank loans
    
    
    
    
    
    
    3,028,204
    
    
    
    4,239,3702. Short term liabilities to banks
    
    
    
    
    
    
    34,146
    
    
    
    3,993,4183. Advance payments
    
    
    
    
    
    
    711,059
    
    
    
    1,475,6054. Accounts payable from trade
    
    
    
    
    
    
    6,628,585
    
    
    
    7,385,9995. Accounts payable to affiliated companies
    
    
    
    
    
    
    89,044
    
    
    
    7506. Accounts payable to associated
companies
    
    
    
    
    
    
    11,044,608
    
    
    
    8,949,6117. Other liabilities
    
    
    
    
    
    
    6,621,779
    
    
    
    8,097,725thereof
for taxes
    
    
    
    
    
    
    536,465
    
    
    
    507,867thereof social security contributions
    
    
    
    
    
    
    827,114
    
    
    
    763,89528,157,425
    
    
    
    34,142,478Total Liabilities
and Partners' Capital
    
    
    
    
    
    
    103,526,432
    
    
    
    126,121,609Contingent
Obligations
    
    
    
    
    
    
    12,809,071
    
    
    
    6,196,281
 A-3




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voestalpine Tubulars GmbH & Co KG
INCOME STATEMENT
(in EUR) YEAR ENDED MARCH 31,2004
    
    2003
    
    20021.
    
    Salesa)
    
    Sales in Austria
    
    
    25,350,086
    
    
    
    22,911,863
    
    
    
    17,362,871b)
    
    Sales abroad
    
    
    171,456,064
    
    
    
    206,450,907
    
    
    
    242,469,104196,806,150
    
    
    
    229,362,770
    
    
    
    259,831,9752.
    
    Changes in unfinished and finished goods
    
    
    870,909
    
    
    
    (5,147,239
    )
    
    
    4,288,6903.
    
    Own work capitalised
    
    
    178,820
    
    
    
    968,937
    
    
    
    410,5984.
    
    Other operating Income
    
    
    2,569,104
    
    
    
    2,328,129
    
    
    
    2,451,470a)
    
    Gains from the disposals of intangible and tangible
fixed assets
    
    
    28,342
    
    
    
    60,000
    
    
    
    4,513b)
    
    Income from the reversal of provisions
    
    
    1,740,212
    
    
    
    1,537,168
    
    
    
    1,837,001c)
    
    Other
    
    
    800,550
    
    
    
    730,961
    
    
    
    609,9565.
    
    Cost of materials and services received
    
    
    (111,357,609
    )
    
    
    (112,751,897
    )
    
    
    (137,612,066
    )a)
    
    Costs of materials
    
    
    104,488,714
    
    
    
    106,161,524
    
    
    
    130,303,064b)
    
    Costs of services received for manufacturing
    
    
    6,868,895
    
    
    
    6,590,373
    
    
    
    7,309,0026.
    
    Personnel expenses
    
    
    (37,679,860
    )
    
    
    (37,206,958
    )
    
    
    (40,077,745
    )a)
    
    Wages
    
    
    22,591,175
    
    
    
    21,792,619
    
    
    
    23,467,222b)
    
    Salaries
    
    
    6,540,849
    
    
    
    6,022,499
    
    
    
    5,655,701c)
    
    Expenses for severance payments
    
    
    (483,444
    )
    
    
    108,590
    
    
    
    957,500d)
    
    Expenses for pensions
    
    
    513,192
    
    
    
    1,014,136
    
    
    
    1,194,408e)
    
    Expenses for statutory social security
and payroll related taxes and contributions
    
    
    8,375,120
    
    
    
    7,963,159
    
    
    
    8,557,754f)
    
    Other social expenses
    
    
    142,968
    
    
    
    305,955
    
    
    
    245,1607.
    
    Amortization and depreciationa)
    
    of intangible and tangible fixed
assets
    
    
    (5,154,036
    )
    
    
    (4,417,846
    )
    
    
    (3,670,040
    )8.
    
    Other operating expenses
    
    
    (37,677,113
    )
    
    
    (47,713,228
    )
    
    
    (53,011,838
    )a)
    
    Taxes, other than taxes on
income
    
    
    712,369
    
    
    
    993,956
    
    
    
    649,082b)
    
    Other
    
    
    36,964,744
    
    
    
    46,719,272
    
    
    
    52,362,7569.
    
    Subtotal from line 1 to 8 (Earnings before interest and taxes)
    
    
    8,556,365
    
    
    
    25,422,668
    
    
    
    32,611,04410.
    
    Income from securities held as long term investments
    
    
    166,776
    
    
    
    178,277
    
    
    
    243,26211.
    
    Income from interest and similar income
    
    
    527,754
    
    
    
    1,328,073
    
    
    
    2,300,35612.
    
    Income from revaluation
of financial assets
    
    
    46,007
    
    
    
    69,011
    
    
    
    013.
    
    Investment related expenses of financial assetsand securities held as current assetsa)
    
    Depreciation
    
    
    0
    
    
    
    0
    
    
    
    (92,014
    )14.
    
    Interest and similar expenses
    
    
    (1,391,857
    )
    
    
    (1,850,393
    )
    
    
    (3,143,848
    )15.
    
    Subtotal from line 10 to 13 (Financial Earnings)
    
    
    (651,320
    )
    
    
    (275,032
    )
    
    
    (692,244
    )16.
    
    Result from ordinary activities
    
    
    7,905,045
    
    
    
    25,147,636
    
    
    
    31,918,80017.
    
    Taxes on income
    
    
    0
    
    
    
    (1,817,344
    )
    
    
    1,817,34418.
    
    Net income
    
    
    7,905,045
    
    
    
    23,330,292
    
    
    
    33,736,14419.
    
    Reversal of untaxed reservesNet incomea)
    
    Investment allowance
    
    
    189,115
    
    
    
    1,238,407
    
    
    
    504,46120.
    
    Reversal of free retained earnings
    
    
    5,000,000
    
    
    
    0
    
    
    
    021.
    
    Allocation to retained earningsa)
    
    Other reserves
    
    
    (189,115
    )
    
    
    (1,238,407
    )
    
    
    (504,461
    )22.
    
    Profit carried forward
    
    
    974
    
    
    
    682
    
    
    
    53923.
    
    Net profit
    
    
    12,906,019
    
    
    
    23,330,974
    
    
    
    33,736,683
 A-4




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voestalpine
Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL
STATEMENTS AS OF MARCH 31, 2004 AND 2003 NOTES TO THE FINANCIAL STATEMENTS
AS OF MARCH 31, 2004 AND 2003 1. GENERAL INFORMATION The financial statements as
of and for the years ended March 31, 2004 and 2003 were drawn up in accordance with
the Austrian Commercial Code (ACC), giving a true and fair view of the
companys assets, the liabilities, financial position and profit or loss in
conformity with generally accepted accounting principles in Austria. The total-cost method is arranged according to types of expenses and costs.
According to sec. 223 (7) ACC items, which do not show any value for the year
and the previous year, were omitted. The item titles were shortened according
to sec. 223 (4) ACC to their actual contents. The Company is included in the consolidated financial statements of its
shareholders voestalpine AG, 4020 Linz, VOEST-ALPINE-Straße 1 and Grant Prideco
European Holding LLC, Wilmington Delaware. 2. METHODS OF VALUATION AND PRESENTATION The methods of accounting and
valuation changed with respect to the following aspects
compared to previous years as follows: The depreciation of fixed
assets is calculated on a monthly basis in the year
under report instead of the half-year basis. Retentions from sales of accounts
receivable to credit institutions which were shown last year as bank
liabilities are presented off-balance sheet as Contingent liabilities. A
provision representing the Fair Value of the retention risk from the sold
accounts receiveables is endowed for the first time. All other Methods of
valuation and presentation remained unchanged. Assets with acquisition costs up to 400 EUR were fully depreciated in the year
of acquisition (also referred to as small items). They are presented in the
enclosed Development of Fixed Assets under the columns additions, disposals
and depreciation of the year. Intangible fixed assets are shown at acquisition costs and are depreciated by
the straight-line method over the estimated economic useful life of four years. A-5




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voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 Tangible fixed assets are shown at acquisition or production costs and
depreciated over the estimate of the economic useful life. The straight-line
method is applied for the calculation of depreciation. The company follows the voestalpine Group rules of depreciation and
amortization, which estimated the period of the economic useful life as
follows: YearsBuildings
    
    8 to 33Machinery, tools and equipment
    
    4 to 17Furniture, fixtures and office equipment
    
    4 to 20
 Exceptional write-downs are provided as a result of anticipated other than
temporary decreases in value, whenever events or changes in circumstances
indicate, that the carrying value of an asset may not be recoverable. Financial assets (long-term securities) are shown at acquisition costs. If the
fair value at the balance sheet date is lower than that in the books, an
exceptional depreciation charge is recognized. Raw materials, and supplies are valued at the lower of acquisition costs or
market at the balance sheet date. Costs of materials are calculated at average
cost of raw materials and supplies. Unfinished and finished goods
are recorded at proportionate costs. The
calculations of the goods at the balance sheet do not include cost expenses for
depreciation and for the production overhead. The costs of voluntary social benefits, pensions and severance payments are not
included in the cost of goods pursuant to section 203 (3) ACC. Interest
expenses are not capitalized. Receivables and other assets are stated at face value. Individual valuation
allowances are provided for identifiable individual risks such as insolvency,
legal proceedings and interest payable for delay. Accounts receivable and other assets denominated in foreign currency were
entered either using the cross exchange rate as of the transaction date or the
lower rate as of the balance sheet date. The Company uses the cross
currency rate as the Company receives this rate at the Group Clearing House of voestalpine AG, Linz. If the
amounts receivable are secured by fixed foreign exchange contracts, the rate of
the underlying contract is applied. An additional lump-sum
valuation allowance is made at the rate of 2.5% for all
amounts receivable not adjusted individually. A-6




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voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 The provisions for pensions were calculated according to the rules of the
International Accounting Standard No. 19 (IFRS 19). The
Projected-Unit-Credit-Method was used to determine the present value of pension
obligations and the related current service costs. The discount rate used is
5.5% per annum reduced by assumed salary increases of 3 % per annum leading to
an effective discount rate of 2.5 %. However, actuarial gains/losses
are recognized immediately. The provisions for severance payments and anniversary provisions are calculated
by actuarial formula (present value method) by a certified actuary using an
interest rate of 6 % and the Austrian Table of Mortality Heubeck 1998. The
anniversary provisions are calculated with adjustments for employee
turnover of 25 %. The Company divided the
allocation to the provisions of pensions, postemployment benefits and anniversary bonuses in an interest portion which is calculated
with the applied interest rate on the amount recognized as of the beginning of
the year. The provision for warranty
is measured as 0.5% of the annual gross
sales. The provisions take into
account all risks and potential losses and are measured at the best
estimate of the expenditure required to settle the obligation taking
into account the principle of prudence. Liabilities are valued at the amount to be repaid. Liabilities denominated in
foreign currency are entered either using the exchange rate as of the transaction
date or the higher rate as of the balance sheet date. The Company uses the cross
currency exchange rate as the Company receives this rate at the Group Clearing
House of voestalpine AG, Linz. If the amounts payable are secured by fixed
foreign exchange contracts, the rate of the underlying contract is applied. A-7




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voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 voestalpine AG introduced a stock-option plan for the management staff of the
Group during the 2001/2002 economic year. The plan offers members of the board
of voestalpine Tubulars a total of 8,688 options. Key account managers were
offered a total of 6,960 options under the plan. After having complied with the applicable stipulations, each stock option
empowers the owner to buy one voestalpine share at the prefixed price. The
owner may also opt to request a settlement of the difference between the fixed
option price and the market value of the voestalpine share on the date of
settlement in cash or in voestalpine shares. The settlement price of the stock
option was determined as the average price of the 15 days following the general
meeting of shareholders held on 3rd July 2001 and is set to the fixed price of
EUR 34.57. The exercise of the option right is bound to the following development of the
voestalpine share price. In the event the quotation on the settlement day is at
least 15% higher than the reference price, a maximum of 50% of the stock option
rights may be exercised. In the event the quotation on settlement day is at
least 20% higher than the reference price, 100% of the stock option rights may
be exercised. It is also mandatory that the participants in the program are
regular employees of voestalpine AG or of one of the subsidiary companies at
the time they exercise their option rights. The stock options may not be
exercised before 1 August 2003 nor after 31 July 2006. The stock options may only be used within twenty market days after the
date the quarterly reports or the annual report of voestalpine AG are
published. The stock options may not be transferred. The
voestalpine shares bought on the basis of stock options may be sold without
restriction. Staff Members Participation Plan During the course of the
negotiations regarding the Collective Agreement for the period
starting November 1, 2000, the parties involved agreed that
1 percent of the increase in wages and salaries should be used
for participation of voestalpine employees in a distribution
plan of common stock of voestalpine AG. The actual amount of the
compensation shortfall has been determined as the present value of
the waived 1 percent increase in wages and salaries. The
calculation was performed using actuarial methods and assumptions
such as mortality, disability, employee turnover, future compensation
levels, retirement ages for men and women, salary and wage earners
and a discount rate which reflects current market conditions. The
plan was formally implemented by signing an employer/works council
agreement on June 12, 2001. Subsequently, the relevant number of
shares were transferred to a privately owned workers-trust, which
administers the distribution of these shares. The total costs of this plan
(2,450 TEUR) are accounted for in the financial statements as
deferred charges. Compensation expense is recognized over the average
remaining service period of the eligible employees of the company
(9.8 years). During the course of the
negotiations regarding the Collective Agreement for the period
starting November 1, 2002 and 2003, the plan was extended to
additional employees. This extension is based on the formal
employer/works council agreements dated March 24, 2003 and
December 18, 2003. An expense and related accrued liability of
336 TEUR due to the workers trust was recognized for this
extension in the fiscal year 2003/04 (155 TEUR in 2002/03). A-8




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##### Table of Contents



voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 3. NOTES TO THE BALANCE
SHEET ASSETS A. FIXED ASSETS I. Intangible assets The main acquisitions refer to software for: MTC Project  Replacement Main Operational Computer
    
    330.2

    TEURMTC Project  Replacement Operational Computer TN1
    
    25.0

    TEURFlat Sum minor investments
    
    18.4

    TEURReconstruction SPS-Control Unit Special Product Finishing
    
    10.0

    TEUR
 Intangible assets contain also beneficial interests (872 TEUR), in prior years
received from voestalpine Stahl Donawitz GmbH as a shareholder with more than
10 % share capital. A-9




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##### Table of Contents



voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 II. Property, plant and equipment The value of land included on
the line Buildings and land totals 721.5 TEUR.
Thereof: Land
    
    716.9

    TEURLand unimproved
    
    4.6

    TEUR
 The development of the property, plant and equipment is presented in detail on
the enclosed Attachment 1 Development of Fixed Assets. Additions to machinery and equipment mainly refer to: Upgrading of Coupling Transport
    
    1,559.1

    TEUREMI  5% error detection in-line
    
    1,254.9

    TEUR2 Coupling Make up units
    
    982.3

    TEURPipe saw
    
    284.0

    TEUR
 The other additions concern the item Fixtures and Fittings, Tools and
Equipment (particularly MTC hardware) as well as additions to the item
Payments on Account and Tangible Assets in Course of Construction. The disposals of fixed assets refer to old machinery, office equipment and
small items. Expenses for the scrapping of old equipment amount to 88 TEUR. At the balance sheet date the Company does not have any important long-term
lease contracts. III. Financial assets The development of the financial assets is presented in detail in the enclosed Attachment 1
Development of Fixed Assets. Long term loans to employees were fully paid back in the period ended March 31, 2004. The item Securities includes long-term bonds and shares of mutual funds,
which are held for the purpose of covering the provisions for
postemployment benefits and pensions pursuant to section 14 (7) Austrian Income Tax Act. Impairment charges recognized in the past have been reversed
in the current period by an  amount of TEUR 46 as a result of an increase in the fair value of the respective securities. A-10




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##### Table of Contents



voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 B. CURRENT ASSETS I. Inventories in TEUR
    
    March 31, 2004
    
    March 31, 2003Raw materials and supplies
    
    
    9,053
    
    
    
    8,779Work in progress
    
    
    4,845
    
    
    
    5,821Finished goods
    
    
    7,606
    
    
    
    5,759Total inventories
    
    
    21,504
    
    
    
    20,359
 II. Receivables and other assets The maturity of accounts receivable and other assets is presented as follows: March 31, 2004
    
    March 31, 2003Residual term
    
    
    
    
    
    Residual termup to
    
    more than
    
    
    
    
    
    up to
    
    more thanTEUR
    
    Book value
    
    1 year
    
    1 year
    
    Book value
    
    1 year
    
    1 yearAccounts receivable from trade
    
    
    2,955
    
    
    
    2,955
    
    
    
    0
    
    
    
    7,570
    
    
    
    7,570
    
    
    
    0Accounts receivable from
affiliated companies
- trade
    
    
    493
    
    
    
    493
    
    
    
    0
    
    
    
    144
    
    
    
    144
    
    
    
    0Total accounts receivable from
affiliated companies
    
    
    493
    
    
    
    493
    
    
    
    0
    
    
    
    144
    
    
    
    144
    
    
    
    0Accounts receivable from
partnership companies
- trade
    
    
    529
    
    
    
    529
    
    
    
    0
    
    
    
    398
    
    
    
    398
    
    
    
    0Total accounts receivable from
associated companies
    
    
    529
    
    
    
    529
    
    
    
    0
    
    
    
    398
    
    
    
    398
    
    
    
    0Other receivables- financing
    
    
    28,873
    
    
    
    28,873
    
    
    
    0
    
    
    
    50,627
    
    
    
    50,627
    
    
    
    0- other
    
    
    3,984
    
    
    
    3,984
    
    
    
    0
    
    
    
    3,552
    
    
    
    3,552
    
    
    
    0Total other receivables
    
    
    32,857
    
    
    
    32,857
    
    
    
    0
    
    
    
    54,179
    
    
    
    54,179
    
    
    
    0TOTAL
    
    
    36,834
    
    
    
    36,834
    
    
    
    0
    
    
    
    62,291
    
    
    
    62,291
    
    
    
    0
 Since the financial year 1997/98 the Company sells a major part of all the accounts
receivable to credit institutions (non-recourse financing). For the first time retentions
from these sales are shown as contingent liability (4,104 TEUR). This is made due to
an amendment of the underlying contract. A-11




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##### Table of Contents



voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 None of the receivables are secured by drafts. The currency exchange risk of most of the accounts receivable is secured by
foreign exchange contracts. The item Other receivables and assets  financing includes short term deposits at
the Group Clearing House of voestalpine AG, Linz, with terms comparable to
actual market and with a time of maturity up to 12 months. The remaining item Other receivables and assets comprises accounts receivable
from tax authorities (1,636 TEUR, thereof recovery of energy consumption tax
1,572 TEUR). They are all due after the balance sheet date. March 31, 2004
    
    March 31, 2003General bad-
    
    
    
    
    
    General bad-TEUR
    
    Basis
    
    debt provision
    
    Basis
    
    debt provisionAccounts receivable -
domestic trade
    
    
    427
    
    
    
    11
    
    
    
    218
    
    
    
    5Accounts receivable -
foreign trade
    
    
    2,516
    
    
    
    63
    
    
    
    3,414
    
    
    
    85
 For all third-party accounts
receivable a general reserve of 2.5% of the nominal amount was
deducted. Accounts receivable covered by credit risk insurance policies and
intra-group receivables were excluded from the computation. C. DEFERRED CHARGES For the deferred charges resulting from the participation program of the staff
(1,547 TEUR) see item 2. A-12




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##### Table of Contents



voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 LIABILITIES AND PARTNERS CAPITAL A. PARTNERS CAPITAL The stipulated capital of the limited partner voestalpine Bahnsysteme was
assigned to voestalpine Stahl Donawitz GmbH by subrogation clause from
VOEST-ALPINE SCHIENEN GmbH & Co KG. The assignment contract dated Dec. 19, 2001
came into force retroactively on April 2, 2001. The stipulated deposit of
voestalpine Stahl Donawitz GmbH (resp. VOEST-ALPINE SCHIENEN GmbH & Co KG)
increased by 29 TEUR due to the settlement of the donated Loss adjustments of
the period 1999/2000 and shows the contractual value. The Capital share of
GRANT PRIDECO (Limited Partner) remained unchanged in comparison to March 31,
2003. The ownership structure as per March 31, 2004 is presented as follows: voestalpine Tubulars GmbH (unlimited partner)
    
    2

    TEURvoestalpine Stahl Donawitz GmbH (limited partner)
    
    8,991

    TEURGrant Prideco European Holding LLC (limited partner)
    
    8,995

    TEUR17,988

    TEUR
 The additional paid-in capital (not designated) remained unchanged in the
financial year 2003/04. Other reserves
are unrestricted retained earnings and amount to 28,716 TEUR as of
March 31, 2004 (33,527 TEUR as of March 31, 2003). The
fluctuation in the current period relates to an addition of
189 TEUR as a result of a transfer of investment allowance 99/00
and to a release of 5,000 TEUR to net profit. B. UNTAXED RESERVES As per
    
    
    
    
    
    
    
    
    
    As perTEUR
    
    March 31, 2003
    
    Allocation
    
    Release
    
    March 31, 2004Investment allowance 99/00
    
    
    189
    
    
    
    
    
    
    
    189
    
    
    
    Investment allowance 00/01
    
    
    178
    
    
    
    
    
    
    
    
    
    
    
    178Total
    
    
    367
    
    
    
    
    
    
    
    189
    
    
    
    178
 The 1999/00 investment allowance pursuant to section 10 of the Austrian Income Tax Act was
released after expiration of the four year waiting period and added to the item
net profit and at the same time allocated to the retained earnings. A-13




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##### Table of Contents



voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 C. PROVISIONS March 31, 2004
    
    March 31, 2003Value acc.to
    
    
    
    
    
    Value acc.toTEUR
    
    Book value
    
    §14 ITA 1988
    
    Book value
    
    §14 ITA 1988Postemployment benefits
    
    
    6,286
    
    
    
    6,924
    
    
    
    6,471
    
    
    
    5,933Pensions
    
    
    696
    
    
    
    312
    
    
    
    1,196
    
    
    
    606Anniversary bonuses
    
    
    2,230
    
    
    
    1,262
    
    
    
    1,715
    
    
    
    715Accrued vacations
    
    
    1,381
    
    
    
    1,381
    
    
    
    1,408
    
    
    
    1,408Others
    
    
    4,510
    
    
    
    3,549
    
    
    
    5,498
    
    
    
    5,498TOTAL
    
    
    15,103
    
    
    
    13,428
    
    
    
    16,288
    
    
    
    14,160
 The other provisions cover various risks and uncertain liabilities and include
the following items: March 31, 2004
    
    March 31, 2003Residual term
    
    
    
    
    
    Residual termup to
    
    more than
    
    
    
    
    
    up to
    
    more thanTEUR
    
    1 year
    
    1 year
    
    Book value
    
    1 year
    
    1 year
    
    Book valueCommissions and others
    
    
    498
    
    
    
    
    
    
    
    498
    
    
    
    1,089
    
    
    
    
    
    
    
    1,089Warranty and other risks
    
    
    1,460
    
    
    
    
    
    
    
    1,460
    
    
    
    1,829
    
    
    
    
    
    
    
    1,829Personnel
    
    
    810
    
    
    
    
    
    
    
    810
    
    
    
    169
    
    
    
    
    
    
    
    169Other items
    
    
    1,742
    
    
    
    
    
    
    
    1,742
    
    
    
    2,411
    
    
    
    
    
    
    
    2,411TOTAL
    
    
    4,510
    
    
    
    
    
    
    
    4,510
    
    
    
    5,498
    
    
    
    
    
    
    
    5,498
 A-14




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##### Table of Contents



voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 D. LIABILITIES The maturity of the liabilities is presented as follows: March 31, 2004
    
    March 31, 2003Residual term in years
    
    
    
    
    
    Residual term in yearsTEUR
    
    Book value
    
    up to 1
    
    1 to 5
    
    more than 5
    
    Book value
    
    up to 1
    
    1 to 5
    
    more than 5ERP-Bank Loans
    
    
    3,028
    
    
    
    1,211
    
    
    
    1,817
    
    
    
    0
    
    
    
    4,239
    
    
    
    1,211
    
    
    
    3,028
    
    
    
    0Liabilities to banks
    
    
    34
    
    
    
    34
    
    
    
    0
    
    
    
    0
    
    
    
    3,993
    
    
    
    3,993
    
    
    
    0
    
    
    
    0Advance payments
    
    
    711
    
    
    
    711
    
    
    
    0
    
    
    
    0
    
    
    
    1,476
    
    
    
    1,476
    
    
    
    0
    
    
    
    0Accounts payable from trade
    
    
    6,628
    
    
    
    6,628
    
    
    
    0
    
    
    
    0
    
    
    
    7,386
    
    
    
    7,386
    
    
    
    0
    
    
    
    0Accounts payable to
affiliated companiesAccounts payable to
affiliated companies
    
    
    89
    
    
    
    89
    
    
    
    0
    
    
    
    0
    
    
    
    1
    
    
    
    1
    
    
    
    0
    
    
    
    0Accounts payable to
associated companies
- trade
    
    
    11,045
    
    
    
    11,045
    
    
    
    0
    
    
    
    0
    
    
    
    8,950
    
    
    
    8,950
    
    
    
    0
    
    
    
    0Total accounts payable to
associated companies
    
    
    11,045
    
    
    
    11,045
    
    
    
    0
    
    
    
    0
    
    
    
    8,950
    
    
    
    8,950
    
    
    
    0
    
    
    
    0Other liabilities- financing
    
    
    1,936
    
    
    
    1,331
    
    
    
    605
    
    
    
    0
    
    
    
    3,267
    
    
    
    1,331
    
    
    
    1,936
    
    
    
    0- other
    
    
    4,686
    
    
    
    4,686
    
    
    
    0
    
    
    
    0
    
    
    
    4,830
    
    
    
    4,830
    
    
    
    0
    
    
    
    0thereof for taxes
    
    
    536
    
    
    
    536
    
    
    
    0
    
    
    
    0
    
    
    
    508
    
    
    
    508
    
    
    
    0
    
    
    
    0thereof for social security
    
    
    827
    
    
    
    827
    
    
    
    0
    
    
    
    0
    
    
    
    764
    
    
    
    764
    
    
    
    0
    
    
    
    0Total other liabilities
    
    
    6,622
    
    
    
    6,017
    
    
    
    605
    
    
    
    0
    
    
    
    8,097
    
    
    
    6,161
    
    
    
    1,936
    
    
    
    0TOTAL
    
    
    28,157
    
    
    
    25,735
    
    
    
    2,422
    
    
    
    0
    
    
    
    34,142
    
    
    
    29,178
    
    
    
    4,964
    
    
    
    0
 The item Other
Liabilities comprises a debenture bond issued by the Company to voestalpine
Diestleistungs- und Finanzierungsgesellschaft, mbH, at a variable interest
rate. The item Other,
presented under Other liabilities comprises: March 31, 2004
    
    March 31, 2003in TEUR
    
    in TEURDebenture bond  interest
    
    
    12
    
    
    
    25Wages and Salaries
    
    
    1,115
    
    
    
    1,051Taxes and similar liabilities
    
    
    536
    
    
    
    508Social security contributions
    
    
    827
    
    
    
    742Accrued
salary
    
    
    1,196
    
    
    
    1,127
 A-15




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##### Table of Contents



voestalpine Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 Contingent liabilities The contingent liabilities
totaling 12,809 TEUR (March 31, 2003 6,196 TEUR) primarily
relate to performance bonds and retentions for non-recourse
financing activities totals TEUR
4,104 (March 31, 2003 TEUR 0). 4. NOTES TO THE STATEMENT OF INCOME 04/03-03/04
    
    04/02-03/03
    
    04/01-03/02TEUR
    
    TEUR
    
    TEURNet domestic proceeds
    
    
    25,350
    
    
    
    22,912
    
    
    
    17,363Net export proceeds
    
    
    171,456
    
    
    
    206,451
    
    
    
    242,469- thereof European Union
    
    
    19,068
    
    
    
    19,778
    
    
    
    25,836- thereof Other Europe
    
    
    2,334
    
    
    
    5,944
    
    
    
    7,021- thereof CIS
    
    
    40,762
    
    
    
    43,152
    
    
    
    52,428- thereof America
    
    
    67,326
    
    
    
    65,248
    
    
    
    70,098- thereof Others
    
    
    67,316
    
    
    
    95,241
    
    
    
    87,087TOTAL
    
    
    196,806
    
    
    
    229,363
    
    
    
    259,832
 Net export sales comprise
sales of about 35,596 TEUR to affiliated companies
(Grant Prideco) for the year ended March 31, 2004 (March 31, 2003 TEUR
20,919). A-16




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##### Table of Contents



voestalpine Tubulars GmbH & Co
KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 Personnel expenses On average, the number of employees is as follows: Year EndedMarch 31,2004
    
    2003Blue collar workers
    
    
    677
    
    
    
    664White collar workers
    
    
    128
    
    
    
    129TOTAL
    
    
    805
    
    
    
    793Contract Labor  blue collar workers
    
    
    25
    
    
    
    57Contract Labor  white collar workers
    
    
    
    
    
    
    TOTAL
    
    
    25
    
    
    
    57
 Expenses for severance payments and pensions can be split up as follows: Year Ended March 31,2004
    
    2003
    
    2002TEUR
    
    Severance payments
    
    Pensions
    
    Severance payments
    
    Pensions
    
    Severance payments
    
    PensionsMan.Board and Executive Staff
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    254
    
    
    
    
    
    
    
    726Other staff
    
    
    (332
    )
    
    
    622
    
    
    
    478
    
    
    
    822
    
    
    
    1,255
    
    
    
    597Subtotal
    
    
    (332
    )
    
    
    622
    
    
    
    478
    
    
    
    1,076
    
    
    
    1,255
    
    
    
    1,323- Interest component
    
    
    (151
    )
    
    
    (109
    )
    
    
    (369
    )
    
    
    (62
    )
    
    
    (298
    )
    
    
    (129
    )TOTAL
    
    
    (483
    )
    
    
    513
    
    
    
    109
    
    
    
    1,014
    
    
    
    957
    
    
    
    1,194
 The interest portion of the allocation to the provisions of pensions, severance
payments and anniversary bonuses is transferred from the personnel expenses to
the financial result on line Interest and similar expenses. The amount
transferred totals 600 TEUR in the year under report (532 TEUR, in 2002/2003). Extraordinary Expenses No extraordinary Expenses are to be stated in the year under report. A-17




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##### Table of Contents



voestalpine Tubulars GmbH & Co KG 
NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 Income related to a different accounting period Income from the reversal of provisions refers to adjustments of provisions
formed in previous financial years: Provisions for Other Expenses (330 TEUR),
Provisions for warranty (526 TEUR) and Other provisions (677 TEUR). Other Information The compensation for the managing directors do not have to be shown in accordance
with section 241 Austrian Commercial Code. The remuneration for the supervisory board totals 4 TEUR
in the year 2003/04. Forward transactions such as fixed currency exchange contracts covering the
risk of accounts receivable total 49,085 TEUR (54 Mio. USD and 6.33 Mio. CAD)
at the balance sheet date (2003: 44,897 TEUR (43 Mio. USD, 5.96 Mio.
CAD). 5. NOTES TO THE RECONCILIATION OF THE FINANCIAL STATEMENTS FROM AUSTRIAN GAAP
TO US-GAAP AS OF AND FOR THE YEAR ENDED MARCH 31, 2004 AND 2003 SUPPLEMENTAL US-GAAP
INFORMATION AS OF MARCH 31, 2004 AND 2003: As of March 31, 2004
Grant Prideco European Holding LLC., held a 50.01%
interest as limited partner in voestalpine Tubulars GmbH & Co KG. RECONCILIATION Setout below is a
reconciliation of the net income and partners' capital under Austrian GAAP to those under US-GAAP to comply with SEC requirements. Year ended
    
    
    
    
    
    Year ended

    
    
    
    
    
    Year endedMarch 31, 2004
    
    
    
    
    
    March 31, 2003
    
    
    
    
    
    March 31, 2002EUR
    
    
    
    
    
    EUR
    
    
    
    
    
    EURNet income in accordance with Austrian GAAP
    
    
    
    
    
    
    
    
    
    
    7,905,045
    
    
    
    
    
    
    
    23,330,292
    
    
    
    
    
    
    
    33,736,144Inventories
    
    
    a
    )
    
    
    
    
    
    
    233,482
    
    
    
    
    
    
    
    (70,454
    )
    
    
    
    
    
    
    (20,322
    )Pensions
    
    
    b
    )
    
    
    
    
    
    
    (270,332
    )
    
    
    
    
    
    
    (136,816
    )
    
    
    
    
    
    
    588,653Postemployment
benefits
    
    
    c
    )
    
    
    
    
    
    
    (1,120,507
    )
    
    
    
    
    
    
    (628,498
    )
    
    
    
    
    
    
    439,036Anniversary bonuses
    
    
    d
    )
    
    
    
    
    
    
    (48,589
    )
    
    
    
    
    
    
    (33,643
    )
    
    
    
    
    
    
    (83,883
    )Provision for losses on inventory
    
    
    e
    )
    
    
    
    
    
    
    149,113
    
    
    
    
    
    
    
    (14,713
    )
    
    
    
    
    
    
    246,460Financial
instruments
    
    
    f
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    298,081
    
    
    
    
    
    
    
    (298,081
    )Unrealized gain/loss on available-for-sale securities
    
    
    g
    )
    
    
    
    
    
    
    (46,007
    )
    
    
    
    
    
    
    (69,011
    )
    
    
    
    
    
    
    92,014Deferred income taxes
    
    
    h
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,817,344
    
    
    
    
    
    
    
    (1,817,344
    )Net income in accordance with US-GAAP
    
    
    
    
    
    
    
    
    
    
    6,802,205
    
    
    
    
    
    
    
    24,492,582
    
    
    
    
    
    
    
    32,882,677
 A-18




---



##### Table of Contents



voestalpine
Tubulars GmbH & Co KG  NOTES TO THE FINANCIAL
STATEMENTS AS OF MARCH 31, 2004 AND 2003 as of March 31, 2004
    
    
    
    
    
    as of March 31, 2003
    
    
    
    
    
    as of March 31, 2002EUR
    
    
    
    
    
    EUR
    
    
    
    
    
    EURPartners Capital in accordance with Austrian GAAP
    
    
    
    
    
    
    
    
    
    
    60,087,342
    
    
    
    
    
    
    
    75,323,182
    
    
    
    
    
    
    
    84,490,482Untaxed reserves
    
    
    i
    )
    
    
    
    
    
    
    178,361
    
    
    
    
    
    
    
    367,476
    
    
    
    
    
    
    
    1,605,88360,265,703
    
    
    
    
    
    
    
    75,690,658
    
    
    
    
    
    
    
    86,096,365Inventories
    
    
    a
    )
    
    
    
    
    
    
    1,476,401
    
    
    
    
    
    
    
    1,242,919
    
    
    
    
    
    
    
    1,313,374Pensions
    
    
    b
    )
    
    
    
    
    
    
    181,505
    
    
    
    
    
    
    
    451,837
    
    
    
    
    
    
    
    588,653Postemployment
benefits
    
    
    c
    )
    
    
    
    
    
    
    (3,406,417
    )
    
    
    
    
    
    
    (2,285,910
    )
    
    
    
    
    
    
    (1,657,412
    )Anniversary bonuses
    
    
    d
    )
    
    
    
    
    
    
    (208,351
    )
    
    
    
    
    
    
    (159,762
    )
    
    
    
    
    
    
    (126,119
    )Provisions for losses on inventory
    
    
    e
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (149,113
    )
    
    
    
    
    
    
    (134,400
    )Financial Instruments
    
    
    f
    )
    
    
    
    
    
    
    (95,177
    )
    
    
    
    
    
    
    (762,179
    )
    
    
    
    
    
    
    (298,081
    )Deferred income taxes
    
    
    h
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,817,344
    )Partners
Capital in accordance with US-GAAP
    
    
    
    
    
    
    
    
    
    
    58,213,664
    
    
    
    
    
    
    
    74,028,450
    
    
    
    
    
    
    
    83,965,036
 voestalpine Tubulars GmbH
& Co KG
in EUR STATEMENTS OF CASH FLOWS For the year ended March 31,2004
    
    2003Austrian GAAP
    
    Reconcilation
    
    US GAAP
    
    Austrian GAAP
    
    Reconcilation
    
    US GAAPCASH FLOWS FROM OPERATING ACTIVITIES:Net income for the year
    
    
    7,905,045
    
    
    
    (1,102,840
    )
    
    
    6,802,205
    
    
    
    23,330,292
    
    
    
    1,162,290
    
    
    
    24,492,582Adjustments to reconcile net income to net cash used in operating activities:Loss/gain on sale of assets
    
    
    (28,342
    )
    
    
    
    
    
    
    (28,342
    )
    
    
    (60,000
    )
    
    
    
    
    
    
    (60,000
    )Depreciation and Amortization
    
    
    5,108,029
    
    
    
    46,007
    
    
    
    5,154,036
    
    
    
    4,348,835
    
    
    
    69,011
    
    
    
    4,417,846Changes in current assets and liabilities:Accounts receivable
    
    
    4,135,616
    
    
    
    (5,302,994
    )
    
    
    (1,167,378
    )
    
    
    (4,501,632
    )
    
    
    6,320,507
    
    
    
    1,818,875Inventories
    
    
    (1,145,665
    )
    
    
    278,409
    
    
    
    (867,256
    )
    
    
    4,521,029
    
    
    
    107,983
    
    
    
    4,629,012Other current assets
    
    
    (432,185
    )
    
    
    48,104
    
    
    
    (384,081
    )
    
    
    6,069,176
    
    
    
    (4,784,189
    )
    
    
    1,284,987Other assets
    
    
    261,364
    
    
    
    
    
    
    
    261,364
    
    
    
    276,111
    
    
    
    
    
    
    
    276,111Advance payments
    
    
    (764,546
    )
    
    
    
    
    
    
    (764,546
    )
    
    
    689,177
    
    
    
    
    
    
    
    689,177Accounts payable
    
    
    1,425,877
    
    
    
    59,012
    
    
    
    1,484,889
    
    
    
    (1,786,638
    )
    
    
    (80,675
    )
    
    
    (1,867,313
    )Other current liabilities
    
    
    (1,160,769
    )
    
    
    138,507
    
    
    
    (1,022,262
    )
    
    
    30,134
    
    
    
    (3,536,420
    )
    
    
    (3,506,286
    )Other long-term liabilities
    
    
    (169,284
    )
    
    
    1,439,428
    
    
    
    1,270,144
    
    
    
    295,572
    
    
    
    798,956
    
    
    
    1,094,528Cash provided by operating activities
    
    
    15,135,140
    
    
    
    (4,396,367
    )
    
    
    10,738,773
    
    
    
    33,212,056
    
    
    
    57,463
    
    
    
    33,269,519CASH FLOWS FROM INVESTING ACTIVITIES:Sale of assets  proceeds
    
    
    28,342
    
    
    
    
    
    
    
    28,342
    
    
    
    60,000
    
    
    
    
    
    
    
    60,000Additions to
property, plant and equipment, net of payments on account
    
    
    (7,304,562
    )
    
    
    
    
    
    
    (7,304,562
    )
    
    
    (7,692,170
    )
    
    
    
    
    
    
    (7,692,170
    )Decrease / increase in intangible assets
    
    
    (657,553
    )
    
    
    
    
    
    
    (657,553
    )
    
    
    (105,957
    )
    
    
    
    
    
    
    (105,957
    )Decrease / increase in financial assets
    
    
    162
    
    
    
    
    
    
    
    162
    
    
    
    529
    
    
    
    
    
    
    
    529Cash used in investing activities
    
    
    (7,933,611
    )
    
    
    
    
    
    
    (7,933,611
    )
    
    
    (7,737,598
    )
    
    
    
    
    
    
    (7,737,598
    )CASH FLOWS FROM FINANCING ACTIVITIES:Dividends paid
    
    
    (23,330,000
    )
    
    
    
    
    
    
    (23,330,000
    )
    
    
    (33,736,000
    )
    
    
    
    
    
    
    (33,736,000
    )Capital increase (limited partner)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Repayment of long-term debt
    
    
    (5,170,437
    )
    
    
    3,992,456
    
    
    
    (1,177,981
    )
    
    
    (1,226,747
    )
    
    
    (57,463
    )
    
    
    (1,284,210
    )Repayment of other liabilities  financing
    
    
    (1,331,063
    )
    
    
    
    
    
    
    (1,331,063
    )
    
    
    (1,331,063
    )
    
    
    
    
    
    
    (1,331,063
    )Cash used in financing activities
    
    
    (29,831,500
    )
    
    
    3,992,456
    
    
    
    (25,839,044
    )
    
    
    (36,293,810
    )
    
    
    (57,463
    )
    
    
    (36,351,273
    )DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (22,629,971
    )
    
    
    (403,911
    )
    
    
    (23,033,882
    )
    
    
    (10,819,352
    )
    
    
    
    
    
    
    (10,819,352
    )voestalpine group treasury, beginning of year
    
    
    50,627,164
    
    
    
    
    
    
    
    50,627,164
    
    
    
    62,302,159
    
    
    
    
    
    
    
    62,302,159Cash, beginning of year
    
    
    974,877
    
    
    
    
    
    
    
    974,877
    
    
    
    119,234
    
    
    
    
    
    
    
    119,234voestalpine group treasury, end of year
    
    
    (28,873,360
    )
    
    
    403,911
    
    
    
    (28,469,449
    )
    
    
    (50,627,164
    )
    
    
    
    
    
    
    (50,627,164
    )Cash, end of year
    
    
    98,710
    
    
    
    
    
    
    
    98,710
    
    
    
    974,877
    
    
    
    
    
    
    
    974,877
 A-19




---



##### Table of Contents



[Continued from above table, first column(s) repeated] For the year ended March 31,2002Austrian GAAP
    
    Reconcilation
    
    US GAAPCASH FLOWS FROM OPERATING ACTIVITIES:Net income for the year
    
    
    33,736,144
    
    
    
    (853,467
    )
    
    
    32,882,677Adjustments to reconcile net income to net cash used in operating activities:Loss/gain on sale of assets
    
    
    (4,513
    )
    
    
    
    
    
    
    (4,513
    )Depreciation and Amortization
    
    
    3,757,592
    
    
    
    (92,014
    )
    
    
    3,665,578Changes in current assets and liabilities:Accounts receivable
    
    
    3,427,407
    
    
    
    (547,383
    )
    
    
    2,880,024Inventories
    
    
    (3,386,800
    )
    
    
    (248,954
    )
    
    
    (3,635,754
    )Other current assets
    
    
    (4,487,838
    )
    
    
    3,934,993
    
    
    
    (552,845
    )Other assets
    
    
    (2,084,878
    )
    
    
    
    
    
    
    (2,084,878
    )Advance payments
    
    
    (1,686,258
    )
    
    
    
    
    
    
    (1,686,258
    )Accounts payable
    
    
    (9,342,097
    )
    
    
    508
    
    
    
    (9,341,589
    )Other current liabilities
    
    
    308,565
    
    
    
    2,685,116
    
    
    
    2,993,681Other long-term liabilities
    
    
    1,996,159
    
    
    
    (943,806
    )
    
    
    1,052,353Cash provided by operating activities
    
    
    22,233,483
    
    
    
    3,934,993
    
    
    
    26,168,476CASH FLOWS FROM INVESTING ACTIVITIES:Sale of assets  proceeds
    
    
    4,513
    
    
    
    
    
    
    
    4,513Additions to property, plant and equipment, net of payments on account
    
    
    (6,401,820
    )
    
    
    
    
    
    
    (6,401,820
    )Decrease / increase in intangible assets
    
    
    (257,620
    )
    
    
    
    
    
    
    (257,620
    )Decrease / increase in financial assets
    
    
    504
    
    
    
    
    
    
    
    504Cash used in investing activities
    
    
    (6,654,423
    )
    
    
    
    
    
    
    (6,654,423
    )CASH FLOWS FROM FINANCING ACTIVITIES:Dividends paid
    
    
    (21,701,000
    )
    
    
    
    
    
    
    (21,701,000
    )Capital increase (limited partner)
    
    
    29,475
    
    
    
    
    
    
    
    29,475Repayment of long-term debt
    
    
    2,791,767
    
    
    
    (3,934,993
    )
    
    
    (1,143,226
    )Repayment of other liabilities  financing
    
    
    (1,331,063
    )
    
    
    
    
    
    
    (1,331,063
    )Cash used in financing activities
    
    
    (20,210,821
    )
    
    
    (3,934,993
    )
    
    
    (24,145,814
    )DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (4,631,761
    )
    
    
    0
    
    
    
    (4,631,761
    )voestalpine group treasury, beginning of year
    
    
    66,101,653
    
    
    
    
    
    
    
    66,101,653Cash, beginning of year
    
    
    951,501
    
    
    
    
    
    
    
    951,501voestalpine group treasury, end of year
    
    
    (62,302,159
    )
    
    
    
    
    
    
    (62,302,159
    )Cash, end of year
    
    
    119,234
    
    
    
    0
    
    
    
    119,234
 voestalpine Tubulars GmbH & Co KG Statements of Partners Capital (US-GAAP) Share Capital
    
    Share Capital
    
    Additional
    
    Retainedin EUR
    
    Limited Partners
    
    Unlimited Partner
    
    Paid-In Capital
    
    EarningsBalance, March 31, 2001
    
    
    17,957,051
    
    
    
    1,817
    
    
    
    477,294
    
    
    
    54,580,700Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,882,677Unrealized loss on available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividends paid 2000/01
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,671,525
    )Offsetting loss 4-6/1999 - limited partner
    
    
    29,476
    
    
    
    
    
    
    
    
    
    
    
    (29,476
    )Balance, March 31, 2002
    
    
    17,986,527
    
    
    
    1,817
    
    
    
    477,294
    
    
    
    65,762,376Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,492,582Unrealized gain on available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized loss effective portion of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividends paid 2001/02
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,736,000
    )Balance, March 31, 2003
    
    
    17,986,527
    
    
    
    1,817
    
    
    
    477,294
    
    
    
    56,518,958Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,802,205Unrealized gain on available-for-sale securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized loss effective portion of cash flow hedges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dividends paid 2002/03
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,330,000
    )Balance, March 31, 2004
    
    
    17,986,527
    
    
    
    1,817
    
    
    
    477,294
    
    
    
    39,991,163
   A-20




---



##### Table of Contents



[Continued from above table, first column(s) repeated] AccumulatedOther Comprehensive
    
    
    
    
    
    Comprehensivein EUR
    
    Income (Loss)
    
    Total
    
    IncomeBalance, March 31, 2001
    
    
    (223,234
    )
    
    
    72,793,628
    
    
    
    21,477,535Net Income
    
    
    
    
    
    
    32,882,677
    
    
    
    32,882,677Unrealized loss on available-for-sale securities
    
    
    (39,744
    )
    
    
    (39,744
    )
    
    
    (39,744
    )Dividends paid 2000/01
    
    
    
    
    
    
    (21,671,525
    )
    
    
    Offsetting loss 4-6/1999 - limited partner
    
    
    
    
    
    
    
    
    
    
    Balance, March 31, 2002
    
    
    (262,978
    )
    
    
    83,965,036
    
    
    
    32,842,933Net Income
    
    
    
    
    
    
    24,492,582
    
    
    
    24,492,582Unrealized gain on available-for-sale securities
    
    
    69,011
    
    
    
    69,011
    
    
    
    69,011Unrealized loss effective portion of cash flow hedges
    
    
    (762,179
    )
    
    
    (762,179
    )
    
    
    (762,179
    )Dividends paid 2001/02
    
    
    
    
    
    
    (33,736,000
    )
    
    
    Balance, March 31, 2003
    
    
    (956,146
    )
    
    
    74,028,450
    
    
    
    23,799,414Net Income
    
    
    
    
    
    
    6,802,205
    
    
    
    6,802,205Unrealized gain on available-for-sale securities
    
    
    667,003
    
    
    
    667,003
    
    
    
    667,003Unrealized loss effective portion of cash flow hedges
    
    
    46,006
    
    
    
    46,006
    
    
    
    46,006Dividends paid 2002/03
    
    
    
    
    
    
    (23,330,000
    )
    
    
    Balance, March 31, 2004
    
    
    (243,137
    )
    
    
    58,213,664
    
    
    
    7,515,214
 The material adjustments made for US-GAAP purposes as analyzed above are as
follows: a) Inventories Inventories, which include materials and conversion costs, are stated at the
lower of cost or market. Market is defined as replacement cost for raw
materials and net realizable value for other inventories. The average cost
method is used to cost the raw materials and supplies. Austrian GAAP manufacturing costs include direct material and labor and the
applicable variable manufacturing overheads. US-GAAP manufacturing cost in
addition include fixed manufacturing overheads. b) Provisions for defined
benefit pension plan Defined benefit pension plan The Company provides defined benefits for 6 executive officers and their
surviving dependents. In addition the Company has the obligation to pay a
defined amount for 64 employees, based on a contractual settlement of pension
benefit obligations.
Provisions for pension payments were calculated using actuarial principles.
The estimates are based on actuarially computed best estimates of pension
asset long-term rates of return and long-term rate of obligation
escalation. For US-GAAP financial statements, the actuarial gains and
losses are amortized over the average remaining service period (5 years, amortization 1). For Austrian GAAP
actuarial gains and losses are realized immediately. The difference amounts to
182 TEUR (2003: 452 TEUR) in equity and 270 TEUR (2003: 137 TEUR) in Income
Statement. A-21




---



##### Table of Contents



voestalpine Tubulars GmbH & Co
KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 On March 31, 2003, the voestalpine group decided to limit the amount of
unrecognized gains or losses by an additional amortization (amortization 2).
The unrecognized gains or losses were limited to 17% of the PBO as to the
maximum. There are no additional expenses from that limitation in 2003/04
(235 TEUR in the financial year 2002/03). c) Provisions for
postemployment benefits Certain employees are eligible to receive severance payments upon termination
of their employment. Eligible employees receive severance payments equal to a
multiple of their monthly compensation, which comprises fixed compensation
plus variable elements like overtime. Maximum severance is equal to a multiple
of twelve
times eligible monthly compensation. In case of death, the heirs of an
eligible employee will receive 50% of the severance benefits. Provisions for postemployment
benefits were calculated using actuarial principles.
The estimates are based on actuarially computed best estimates of long-term
rate of A-22




---



##### Table of Contents



voestalpine Tubulars GmbH & Co
KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 obligation escalation. For US-GAAP financial statements the provisions
are calculated according to the projected unit method applying different
discount rates and an additional rate of compensation increase. Application of
this different accounting treatment for US GAAP financial statements resulted
in a decrease in equity, amounting to 3,406 TEUR (2003: 2,286 TEUR) and in a
decrease of net income amounting to 1,121 TEUR (2003: 628 TEUR). The actuarial
gains and losses are amortized over the average remaining service period of 15
years. d) Provisions for anniversary bonuses Employees are eligible to receive a cash bonus after a specified service
period. The bonus is equal to one-month salary after 25 years of service, two
months salary after 35 years of service and 3 months salary after 40 years of
service. The compensation is accrued as earned over the period of service
taking into account estimates of employees whose employment will be
terminated. Differences between US GAAP and Austrian GAAP are similar as for
postemployment benefits as described in note c) above. The difference amounts to 208 TEUR (2003: 160 TEUR) in
equity and 49 TEUR (2003: 34 TEUR) in income statement. All actuarial gains
and losses are recognized immediately in the period realized. A-23




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##### Table of Contents



voestalpine Tubulars GmbH & Co
KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 e) Inventories
-Anticipated losses from firm purchase commitments Austrian GAAP allows for exclusion of fixed manufacturing overheads when
determining cost of inventories. Thus, the calculation and timing of
recognition of anticipated losses
related to firm purchase commitments may differ under US GAAP. In the
year 2003/04, for local
reporting purposes, the Company accounted for the provision according
to US-GAAP for the first time. f) Financial Instruments For Austrian GAAP, foreign currency receivables (payables) recognized in the
balance sheet are translated into Euro at the lower (higher) of the exchange
rate at the transaction date or the balance sheet date. For US GAAP, foreign
currency receivables and payables are translated using the exchange rate at the
balance sheet date. For Austrian GAAP purposes accounts receivable and accounts
payable already recognized on the balance sheet are measured at the rate stated
in the foreign exchange forward. In 2003, the Company introduced a policy to hedge all significant foreign
currency items For US GAAP purposes, foreign currency exchange forwards are
recognized in the balance sheet at their fair value. Changes in the fair value
of foreign exchange forwards, which relate to future transactions are
recognized directly in equity since March 31, 2003. In 2002, these changes have
been included in the income statement since the documentation requirements for
hedge accounting were not fullfilled. For Austrian GAAP, foreign exchange
forwards which relate to future transactions are only recognized in the balance
sheet if they have a negative fair value. The Company also entered into two interest rate swap agreements to reduce the
exposure to changes in floating interest rate payments of the long-term bonds.
Floating rate payments are based on rates tied to the European inter-bank
offered rate. The variable rates amounted to 2.181% at March 31, 2004 and
2.868% at March 31, 2003. For
US GAAP the interest rate swaps are recognized in the balance sheet
at its
fair value. Changes in fair value are directly posted to equity in 2004 and
2003. In 2002 changes in the fair value have been recorded in the income
statement. For Austrian GAAP the interest rate swaps are not recognized. g) Unrealized gain/loss on
available for sale securities The Company has classified investments (mutual funds) as available-for-sale
securities that are stated at fair value based upon market quotes. Unrealized
holding gains up to previously recognized losses and losses on
available-for-sale securities are included in net income of the period
according to Austrian GAAP, but reported as a component of accumulated other
comprehensive income (loss) until realized under US-GAAP. A-24




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##### Table of Contents



voestalpine Tubulars GmbH & Co
KG  NOTES TO THE FINANCIAL STATEMENTS AS OF MARCH 31, 2004 AND 2003 h) Income Taxes The Austrian Corporate Income Tax Act does not apply to limited partnerships
and the Company is not treated as a tax subject. As income taxes have to be
paid by the partners, no provisions for current or deferred taxes are recorded
in the US-GAAP financial statements of the Company. However, under Austrian GAAP, the Company may elect to record a deferred tax
asset. In the period ended March 31, 2002, the Company chose to record such a tax asset but changed that accounting policy in the period ended March 31, 2003. i) Untaxed reserves Untaxed reserves represent investment allowances which are not considered as a
component of Partners capital under Austrian GAAP until certain requirements
imposed by Austrian income tax rules are complied with. Since the entity is not
subject to income tax, under US GAAP, the related amounts are added back as a
component of Partners Capital for the respective years, computed in accordance
with US GAAP. 6. RESTATED FINANCIAL STATEMENTS The financial statements as of March 31, 2004 were originally issued by the Company on May 3, 2004.
Subsequently, and as permitted by local statutory regulations, the Partners passed a resolution to
reclassify  5,000,000 within the Partners Capital section of the Balance Sheet from Other
reserves to Net profit as of March 31, 2004. This had the effect of increasing, by the same
amount, the net profit available for distribution to the Partners in future periods. Net income for
the year ended March 31, 2004 did not change, but net profit in the Income Statement increased by 
5,000,000 and was reported as Reversal of free retained earnings. The financial statements have
been restated accordingly. Dipl.Ing. Hubert WASTL
    
    Hilkka WITT
 Kindberg, November 15, 2004 A-25




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##### Table of Contents



Attachment 1 voestalpine Tubulars GmbH & Co KG
    
    DEVELOPMENT OF FIXED ASSETS
 Purchase-/Production CostPosition on
    
    
    
    
    
    
    
    
    
    Reclassi-
    
    Position on4/1/2003
    
    addition
    
    disposals
    
    fication
    
    3/31/2004EUR
    
    EUR
    
    EUR
    
    EUR
    
    EUR1.2.1.1.
    
    Franchises, patents and similar rights
and benefits as well as licensesresulting therefrom
    
    
    6,191,253
    
    
    
    397,827
    
    
    
    10,742
    
    
    
    0
    
    
    
    6,578,338Software
    
    
    2,004,513
    
    
    
    397,827
    
    
    
    10,742
    
    
    
    0
    
    
    
    2,391,598Energy
easement
    
    
    1,924,487
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    1,924,487Sourcing
rights
    
    
    2,262,253
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    2,262,2531.2.1.3.
    
    Payments on account and software
not yet in use
    
    
    0
    
    
    
    259,726
    
    
    
    0
    
    
    
    
    
    
    
    259,7261.2.1.
    
    Intangible Assets
    
    
    6,191,253
    
    
    
    657,553
    
    
    
    10,742
    
    
    
    0
    
    
    
    6,838,0641.2.2.1.
    
    Built-up land1.2.2.1.1.
    
    with residential buildings1.2.2.1.1.
    
    Value of buildings
    
    
    3,600
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    3,6001.2.2.1.2.
    
    with industrial and office buildings1.2.2.1.2.
    
    Property value
    
    
    719,163
    
    
    
    0
    
    
    
    2,242
    
    
    
    0
    
    
    
    716,9211.2.2.1.2.
    
    Value of buildings
    
    
    47,602,428
    
    
    
    97,100
    
    
    
    0
    
    
    
    173,387
    
    
    
    47,872,9151.2.2.2.
    
    Vacant land
    
    
    4,633
    
    
    
    0
    
    
    
    0
    
    

    
    0
    
    
    
    4,633Land and buildings
    
    
    48,329,824
    
    
    
    97,100
    
    
    
    2,242
    
    
    
    173,387
    
    
    
    48,598,0691.2.2.5.
    
    Machinery and equipment
    
    
    165,815,643
    
    
    
    4,878,314
    
    
    
    8,069,510
    
    
    
    2,962,922
    
    
    
    165,587,3691.2.2.8.
    
    Fixtures and fittings, tools
and equipment
    
    
    16,334,405
    
    
    
    933,743
    
    
    
    1,494,428
    
    
    
    144,031
    
    
    
    15,917,7511.2.2.9.
    
    Payments on account and tangible
assets in course of construction
    
    
    4,065,937
    
    
    
    1,674,626
    
    
    
    268,902
    
    
    
    -3,280,340
    
    
    
    2,191,3211.2.2.
    
    Tangible Assets
    
    
    234,545,809
    
    
    
    7,583,783
    
    
    
    9,835,082
    
    
    
    0
    
    
    
    232,294,5101.2.3.1.
    
    Holdings
    
    
    44
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    441.2.3.1.1.1.2.3.2.
    
    Loans receivable
    
    
    162
    
    
    
    0
    
    
    
    162
    
    
    
    0
    
    
    
    01.2.3.3.
    
    Securities (loan stock rights) held1.2.3.3.1.
    
    as fixed assets
    
    
    4,179,327
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    4,179,327Other notes
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    01.2.3.
    
    Financial Assets
    
    
    4,179,533
    
    
    
    0
    
    
    
    162
    
    
    
    0
    
    
    
    4,179,3711.2.
    
    Total Assets
    
    
    244,916,595
    
    
    
    8,241,336
    
    
    
    9,845,986
    
    
    
    0
    
    
    
    243,311,945
   [Continued from above table, first column(s) repeated] Depreciation
    
    revaluation
    
    Book Value
    
    Book Value
    
    Depreciation(cumulative)
    
    of the period
    
    3/31/2004
    
    3/31/2003
    
    of the periodEUR
    
    EUR
    
    EUR
    
    EUR
    
    EUR1.2.1.1.
    
    Franchises, patents and similar rights
and benefits as well as licensesresulting therefrom
    
    
    5,094,030
    
    
    
    0
    
    
    
    1,484,308
    
    
    
    1,564,854
    
    
    
    478,374Software
    
    
    1,779,533
    
    
    
    0
    
    
    
    612,065
    
    
    
    440,588
    
    
    
    226,351Energy
easement
    
    
    1,924,487
    
    
    
    0
    
    
    
    0
    
    
    
    0Sourcing
rights
    
    
    1,390,010
    
    
    
    0
    
    
    
    872,243
    
    
    
    1,124,266
    
    
    
    252,0231.2.1.3.
    
    Payments on account and software
not yet in use
    
    
    0
    
    
    
    0
    
    
    
    259,726
    
    
    
    0
    
    
    
    01.2.1.
    
    Intangible Assets
    
    
    5,094,030
    
    
    
    0
    
    
    
    1,744,034
    
    
    
    1,564,854
    
    
    
    478,3741.2.2.1.
    
    Built-up land1.2.2.1.1.
    
    with residential buildings1.2.2.1.1.
    
    Value of buildings
    
    
    3,600
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    01.2.2.1.2.
    
    with industrial and office buildings1.2.2.1.2.
    
    Property value
    
    
    0
    
    
    
    0
    
    
    
    716,921
    
    
    
    719,163
    
    
    
    01.2.2.1.2.
    
    Value of buildings
    
    
    40,840,684
    
    
    
    0
    
    
    
    7,032,231
    
    
    
    7,530,796
    
    
    
    769,0521.2.2.2.
    
    Vacant land
    
    
    0
    
    
    
    0
    
    
    
    4,633
    
    
    
    4,633
    
    
    
    0Land and buildings
    
    
    40,844,284
    
    
    
    0
    
    
    
    7,753,785
    
    
    
    8,254,592
    
    
    
    769,0521.2.2.5.
    
    Machinery and equipment
    
    
    140,489,614
    
    
    
    0
    
    
    
    25,097,755
    
    
    
    20,101,159
    
    
    
    2,837,1161.2.2.8.
    
    Fixtures and fittings, tools
and equipment
    
    
    13,194,206
    
    
    
    0
    
    
    
    2,723,545
    
    
    
    2,715,820
    
    
    
    1,069,4941.2.2.9.
    
    Payments on account and tangible
assets in course of construction
    
    
    0
    
    
    
    0
    
    
    
    2,191,321
    
    
    
    4,065,937
    
    
    
    01.2.2.
    
    Tangible Assets
    
    
    194,528,104
    
    
    
    0
    
    
    
    37,766,406
    
    
    
    35,137,508
    
    
    
    4,675,6621.2.3.1.
    
    Holdings
    
    
    0
    
    
    
    0
    
    
    
    44
    
    
    
    44
    
    
    
    01.2.3.1.1.1.2.3.2.
    
    Loans receivable
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    162
    
    
    
    01.2.3.3.
    
    Securities (loan stock rights) held1.2.3.3.1.
    
    as fixed assets
    
    
    147,960
    
    
    
    46,007
    
    
    
    4,031,367
    
    
    
    3,985,360
    
    
    
    0Other notes
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    01.2.3.
    
    Financial Assets
    
    
    147,960
    
    
    
    46,007
    
    
    
    4,031,411
    
    
    
    3,985,566
    
    
    
    01.2.
    
    Total Assets
    
    
    199,770,094
    
    
    
    46,007
    
    
    
    43,541,851
    
    
    
    40,687,928
    
    
    
    5,154,036
 A-26




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##### Table of Contents



EXHIBIT INDEX Exhibit Number
    
    Description23.2
    
    Consent of KPMG Alpen-Treuhand GmbH31.1
    
    Certification of Michael McShane31.2
    
    Certification of Matthew D. Fitzgerald32.1
    
    Section 906 Certification