консолидированная отчетность Daimler Chrysler за 2004 г

Through some of its subsidiaries, DaimlerChrysler granted a series of loans to dAF. Through DaimlerChrysler’s subsidiaries DaimlerChrysler Services AG and DaimlerChrysler Aerospace AG, the Group holds a 45% non-controlling interest in dAF. The total book value of these loans as of December 31, 2004, was €291 million, the highest aggregate amount outstanding during 2004 was €530 million. The interest rates are partially fixed, partially based on Libor.

The Group purchases products and services from T-Systems ITS, an information technology company. As discussed in Note 4, the Group beneficially owned a 49.9% equity interest in T-Systems ITS until March 2002. The Group continues to purchase products from T-Systems ITS.

As discussed in Note 4, in April 2002, DaimlerChrysler exercised its option to sell its 40% interest in Conti Temic microelectronic GmbH to Continental AG. The Group continues to purchase products from Conti Temic microelectronic GmbH.

As described in more detail in Note 3, DaimlerChrysler provides a number of guarantees with respect to Toll Collect, a joint venture in which DaimlerChrysler holds an equity interest of 45%.

In 2004, Dr. Mark Wössner, a member of DaimlerChrysler’s Supervisory Board, received payments for the rental of premises to Westfalia Van Conversion GmbH, a wholly owned subsidiary of DaimlerChrysler AG, in the amount of €1 million.

The following represent transactions with shareholders.

DaimlerChrysler incurred expenses of approximately $595,000 in 2004 for advertising and related marketing activities with a U.S. magazine. Earl G. Graves, member of DaimlerChrysler’s Supervisory Board and shareholder of DaimlerChrysler AG, is the Chairman, Chief Executive Officer and sole stockholder of the magazine’s ultimate parent company.

Deutsche Bank AG and its subsidiaries provide the Group with various financial and other services for which they were paid reasonable and customary fees. Additionally, DaimlerChrysler provides a €651 million guarantee to Deutsche Bank AG for the company’s operation of DaimlerChrysler’s corporate credit card program for corporate travel expenses. The guarantee covers the obligations of the company’s employees towards Deutsche Bank AG arising from that program in case of employee’s default. DaimlerChrysler so far has not incurred any major payments to Deutsche Bank AG from that guarantee.

On July 7, 2004, DaimlerChrysler entered into a securities lending agreement with Deutsche Bank AG concerning 22,227,478 of

its shares in EADS (2.8% of the voting stock). As collateral, DaimlerChrysler received a lien on a securities account of equivalent value as the shares loaned by DaimlerChrysler.

38. Compensation and Share Ownership of the Members of the Board of Management and the Supervisory Board and Further Additional Information Concerning German Corporate Governance Code

Compensation. The total compensation paid by Group related companies to the members of the Board of Management of DaimlerChrysler AG is calculated from the amount of compensation paid in cash and from the non-cash benefits in kind. The total compensation in 2004 for the members of the Board of Management of DaimlerChrysler AG amounted to €31.6 million, of which €11.8 million is fixed and €19.8 million is short-term and mid-term incentive compensation components.

In 2004, 1.265 million stock options from the Stock Option Plan 2000 were granted to the members of the Board of Management as a long-term compensation component. Also in 2004, 395,000 performance-based awards were granted to the members of the Board of Management based on a 3 year performance plan. For detailed information on stock-based compensation programs, see Note 24.

The compensation paid in 2004 to the members of the Supervisory Board of DaimlerChrysler AG for services in all capacities to the Group amounted to €2.0 million. The individual compensation paid to the members of the Supervisory Board comprises as follows:

		2004 total
in €
Name	Capacity
Hilmar Kopper	Chairman of the Supervisory Board	245,900
Erich Klemm 1	Deputy Chairman of the Supervisory Board	170,900
Heinrich Flegel	Member of the Supervisory Board	82,700
Nate Gooden 2	Member of the Supervisory Board	79,400
Earl G. Graves	Member of the Supervisory Board	80,500
Victor Halberstadt	Member of the Supervisory Board	82,700
Thomas Klebe 1	Member of the Supervisory Board
	and of the Presidential Committee	111,800
Jürgen Langer 1	Member of the Supervisory Board	82,700
Robert J. Lanigan	Member of the Supervisory Board	80,500
Helmut Lense 1	Member of the Supervisory Board	82,700
Peter A. Magowan	Member of the Supervisory Board	80,500
William A. Owens	Member of the Supervisory Board	81,600
Gerd Rheude 1	Member of the Supervisory Board	82,700
Udo Richter 1	Member of the Supervisory Board	82,700
Wolf Jürgen Röder 1	Member of the Supervisory Board	82,700
Manfred Schneider	Member of the Supervisory Board
	and of the Presidential Committee	109,600
Stefan Schwaab 1	Member of the Supervisory Board
	and of the Audit Committee	111,800
Bernhard Walter	Member of the Supervisory Board
	and Chairman of the Audit Committee
	(since April 7, 2004)	149,286
Lynton R. Wilson 3	Member of the Supervisory Board	81,600
Mark Wössner	Member of the Supervisory Board	81,600

1The members representing the employees have stated that their compensation should be paid to the Hans-Böckler Foundation, in accordance with the guidelines of the German Trade Union Federation.

2Mr. Gooden abstained from his compensation and meeting fees. At his request, these amounts were transferred to the Hans-Böckler Foundation.

3Mr. Wilson also receives €5,258 for his activity as a member of the Supervisory Board of DaimlerChrysler Canada Inc.

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In 2004, disbursements to former members of the Board of Management of DaimlerChrysler AG and their survivors amounted to €17.4 million. An amount of €203.8 million has been accrued for pension obligations to former members of the Board of Management and their survivors. As of December 31, 2004, no advances or loans existed to members of the Board of Management or Supervisory Board of DaimlerChrysler AG.

Directors’ Dealings. Pursuant to § 15a of the German Securities Trading Act, members of the Board of Management and the Supervisory Board as well as persons who are in close relationship to them are legally required to disclose significant purchases or sales of Ordinary Shares, options or derivatives of DaimlerChrysler AG and Group related companies (in 2004: EADS). In the fiscal year just ended, the following transaction by members of the Supervisory Board or Board of Management was reported:

Name

Type

ISIN

Date

Number

Price

Uebber, Bodo

Purchase

DE000710000

May 4, 2004

2,000

€37.65

Share Ownership. As of December 31, 2004, the current members of the Board of Management as a group owned 10.4 million Ordinary Shares, options or stock appreciation rights of DaimlerChrysler AG (1.027% of all outstanding shares) and the current members of the Supervisory Board as a group owned 0.1 million Ordinary Shares, options or stock appreciation rights of DaimlerChrysler AG (0.012% of all outstanding shares).

Transactions with Related Parties. For transactions with related parties, which are shareholders of DaimlerChrysler AG, see the last paragraph of Note 37.

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