02 Contents P. 72 P. 76 P. 80 P. 84 P. 88 Front cover: Engineers at MAN.
03 Contents The Structure of the MAN Group, At a Glance 01 Mission Statement 04 Report of the Supervisory Board 08 Executive Board Management Board 10 Letter to our Shareholders 14 Management Report 15 Highlights 16 The economy and our business 22 Earnings 27 New performance indicators and benchmarks 30 Finance, asset and capital structure 34 Research and development 36 Capital expenditures 38 Environmental and safety management 40 Risk management 45 Trends and prospects in 2005 50 MAN Shares, Corporate Governance 56 MAN Employees 60 A brand at work Review of MAN Group Divisions 72 Commercial Vehicles 76 Industrial Services 80 Printing Systems 84 Diesel Engines 88 Turbomachines 92 Others 93 Financial Services 94 Consolidated Financial Statements for Fiscal 2004 95 Income statement 96 Balance sheet 98 Statement of cash flows 100 Statement of changes in equity 101 Notes to the consolidated financial statements 145 Auditor s report 146 MAN Group: Seven-year financial summary 148 Glossary 150 Executive Board outside appointments 152 Supervisory Board outside appointments 155 Supervisory Board Committees 156 Executive and Management Boards of Group Companies Financial calendar, Basic information on MAN shares, Contacts, MAN Group: abridged list of companies consolidated MAN Annual Report 2004
04 Report of the Supervisory Board Dr. Eng. h. c. Volker Jung, Chairman of the Supervisory Board At four meetings held during the 2004 financial year, the Supervisory Board was presented with detailed information by the Executive Board on the economic situation of the companies belonging to the MAN Group, as well as on business developments and company policy in the form of both written and personal reports. Events of significance for business operations and matters of corporate planning were discussed with the Executive Board, which also submitted written reports on current business performance to the Supervisory Board at the end of each quarter. The Chairmen of the Executive and Supervisory Boards held regular meetings to discuss all important issues relating to company policy and current business operations. Based on the minutes of the Executive Board meetings, the Supervisory Board Chairman was provided with details of all topics on the agenda, thereby ensuring that the Supervisory Board had access to the information required to duly carry out its duties at all times. The Supervisory Board discussed with the Executive Board on-going implementation of its strategy aimed at focussing MAN Group activities on core operations and achieving leading technological and market positions. In this context, the Executive Board Chairmen of MAN Roland Druckmaschinen AG and MAN Ferrostaal AG reported in detail to the Supervisory Board on the performance and strategic policies of both the MAN Roland Druckmaschinen Group and the MAN Ferrostaal Group.
05 Report of the Supervisory Board MAN Ferrostaal AG continued to streamline its portfolio by selling the majority of its holding in the DSD Steel Group GmbH to the Pirson Group as of July 1, 2004. GHH Bau was also disposed of during the 2004 financial year. The Supervisory Board established that the Company had complied with the recommendations of the Government Commission on the German Corporate Governance Code, in accordance with the compliance declaration issued in 2003. The Executive Board and the Supervisory Board issued their annual declaration of compliance in December 2004, confirming that MAN Aktiengesellschaft was complying with the Code s recommendations with one exception, namely that details of the compensation paid to individual members of the Executive Board will be reported in the Notes to the Consolidated Financial Statements insofar as the remuneration paid to the Executive Board Chairman and the average salary of the other Executive Board members will be stated. As a result, shareholders will be able to assess even more accurately the commensurability of such remuneration. In accordance with its terms of reference, the Audit Committee held three meetings to review in particular the annual financial statements for 2003, to select and instruct the auditors and to deal with issues relating to risk management. The Executive Personnel Committee met three times during the 2004 financial year. No meetings of the Arbitration Committee formed in accordance with Sec. 27 para. 3 Co-Determination Act were required. MAN Annual Report 2004
06 BDO Deutsche Warentreuhand Aktiengesellschaft, Wirtschaftsprüfungsgesellschaft, Munich, having been appointed as auditor for the company at the Annual General Meeting, has audited the financial statements of MAN Aktiengesellschaft and the consolidated financial statements for the year ended December 31, 2004, as well as the management report, which includes both company and group operations, each of which has been certified without qualification of any kind. The auditor attended the preparatory meetings held by the Audit Committee and the financial audit meeting of the Supervisory Board and reported accordingly. We have taken note of and approved the results of the audit proceedings. Nor are there any objections to be raised by the Supervisory Board, either as a result of the discussion and examination of the financial statements by the Audit Committee or based on the final result of its own audits of the financial statements, the consolidated financial statements and the management report. We endorse the annual financial statements prepared by the Executive Board, which have therefore been duly adopted, along with the consolidated financial statements. We have considered and agreed to the proposal for the appropriation of retained earnings submitted by the Executive Board. There have been several changes among members of the Supervisory and Executive Boards. Following his retirement, Mr. Karl-Heinz Schneider, First Delegate of the German Metalworkers Union, Augsburg, resigned from the Supervisory Board as of September 30, 2004. We should like to thank Mr. Schneider for his more than two years as a member of the Supervisory Board. Mr. Thomas Otto, Secretary to the Managing Board of the German Metalworkers Union in Frankfurt, was appointed a member of the Supervisory Board by the Local Court of Munich as of December 1, 2004. The Supervisory Board complied with Dr. Philipp Zahn s request to retire from the Executive Board as of September 30, 2004, thanking him for his six years of active commitment as a member of the
07 Report of the Supervisory Board Board. With effect from October 1, 2004, Mr. Karlheinz Hornung was newly appointed to the Executive Board, taking over responsibility for controlling. Furthermore, the Supervisory Board appointed Mr. Anton Weinmann, who took over as Chairman of the Executive Board of MAN Nutzfahrzeuge Aktiengesellschaft on January 1, 2005, as a member of the Executive Board of MAN Aktiengesellschaft, also with effect from January 1, 2005. Upon retiring at the end of 2004, Dr. Rudolf Rupprecht resigned from the Executive Board. Dr. Rupprecht had worked for the MAN Group since 1966, taking over the office of Executive Board Chairman of MAN Aktiengesellschaft in 1996. We should again like to take this opportunity of thanking Dr. Rupprecht for the great services rendered to the company. Based on a resolution passed by the Supervisory Board on June 9, 2004, Mr. Håkan Samuelsson Dipl.-Ing. took over as Chairman of the Executive Board of MAN Aktiengesellschaft on January 1, 2005. We should like to extend our warm thanks to all members of the executive boards and boards of directors, as well as the staff of all companies in the MAN Group for their achievements and active commitment. Our thanks also go to the employees representatives for their objective and constructive cooperation in the interests of the company. Munich, March 16, 2005 Chairman of the Supervisory Board Volker Jung MAN Annual Report 2004
08 Executive Board Management Board
09 Executive Board Management Board Executive Board from left to right. Dr. jur. Matthias Mitscherlich Industrial Services, 56, appointed until October 31, 2007 Dipl.-Ökonom Anton Weinmann Commercial Vehicles, 49, appointed until December 31, 2009 Dr. rer. pol. Ferdinand Graf von Ballestrem Finance, 61, appointed until December 31, 2005 Dipl.-Ing. Håkan Samuelsson Chairman, 53, appointed until December 31, 2009 Karlheinz Hornung Controlling, 54, appointed until September 30, 2007 Dr. rer. nat. Wolfgang Brunn Technology, 61, appointed until December 31, 2005 Prof. Dipl.-Ing. (FH) Gerd Finkbeiner Printing Systems, 47, appointed until June 30, 2009 In addition to the Executive Board members listed above, two other divisional directors are also members of the newly-created MAN Aktiengesellschaft Management Board: Jürgen Maus Turbomachines, 60 Dipl.-Ing. Fritz Pape Diesel Engines, 63 As at March 1, 2005 Further information on the MAN Aktiengesellschaft Executive Board can be found on pages 150 151. MAN Annual Report 2004