Annual Financial Statements of HOCHTIEF Aktiengesellschaft as of

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Annual Financial Statements of HOCHTIEF Aktiengesellschaft as of
Annual Financial Statements of HOCHTIEF
Aktiengesellschaft as of December 31, 2006
REW RDING
Turning Vision into Value.
Annual Financial Statements
of HOCHTIEF Aktiengesellschaft
as of December 31, 2006
Balance Sheet ........................................................................4
Statement of Earnings ............................................................5
Movements in Fixed Assets ....................................................6
Notes to the Financial Statements ..........................................8
Proposal by Executive Board for Use of Net Profit ...............6
Auditor’s Report.................................................................... 7
Subsidiaries, Associates and Other
Significant Participating Interests..........................................8
Boards ..................................................................................0
The 006 Annual Financial Statements and Management
Report of HOCHTIEF Aktiengesellschaft are published in the
electronic Bundesanzeiger (Federal Official Gazette). A com­
bined Management Report for HOCHTIEF Aktiengesellschaft
and the HOCHTIEF Group is presented beginning on page 1
of the Annual Report.
The combined list of subsidiaries, associates and other equity
interests held by the HOCHTIEF Group and HOCHTIEF Aktien­
gesellschaft (pursuant to Sections 85 (11) and 1 () 1­4 of
the German Commercial Code) is published in the electronic
Bundesanzeiger.
Balance Sheet of HOCHTIEF
Aktiengesellschaft
Dec. 31,
2006
Dec. 1,
005
Intangible assets
17,558
11,86
Property, plant and equipment
49,980
84,4
1,155,006
1,614,949
1,222,544
1,710,559
(EUR thousand)
See note
Assets
Fixed assets
(1)
Current assets
Inventories
Construction work in progress
,7
Less: progress payments received
11
Raw materials and supplies
4,75
,5
1,806
,919
11
10
,6
,99
Receivables and other assets
()
68,85
468,895
Marketable securities
()
89,50
501,566
[8,198]
[10,76]
187,15
6,87
Of which: legally owned by HOCHTIEF
Pension Trust e. V.
Cash and cash equivalents
(4)
Of which: legally owned by HOCHTIEF
Pension Trust e. V.
Prepaid expenses
(5)
[7,864]
[,19]
1,741,915
1,240,263
7,966
10,605
2,972,425
2,961,427
Liabilities and Shareholders’ Equity
Shareholders’ equity
* Plus conditional capital with a
nominal value of EUR 8,400,000.
(6)
Subscribed capital*
Reserves
Unappropriated net profit
179,00
1,49,80
77,000
6,000
1,519,470
1,492,002
Provisions
(8)
476,137
498,858
Other liabilities
(9)
976,740
970,475
(10)
78
92
2,972,425
2,961,427
Deferred income
4
179,00
1,6,70
Statement of Earnings of HOCHTIEF
Aktiengesellschaft
(EUR thousand)
Sales
See note
2006
005
(1)
155,541
9,79
(,5)
(,61)
(1)
197,09
16,077
Change in the balance of construction
work in progress
Other operating income
Materials
(14)
(105,175)
(1,747)
Personnel costs
(15)
(10,07)
(80,9)
Depreciation and amortization
(16)
(6,4)
(4,719)
Other operating expenses
(17)
(85,184)
(70,706)
Net income from financial assets
(18)
60,944
19,599
Net interest income
(19)
(9,85)
(1,704)
Writedowns on financial assets and marketable securities
(0)
(4,06)
(5,9)
97,709
184,287
Profit from ordinary activities
Income taxes
(1)
Net profit before changes in reserves
Net profit brought forward
Changes in revenue reserves
Unappropriated net profit
(6)
(11,771)
(7,98)
85,938
176,304
4,50
4,90
(1,468)
(118,07)
77,000
63,000
5
Movements in Fixed Assets
Cost of acquisition or production
(EUR thousand)
Jan. 1, 006
Additions
Intangible assets
Concessions, industrial property and similar rights and assets and licenses in such
rights and assets
1,875
7,80
12,875
7,830
190,0
,19
Property, plant and equipment
Land, similar rights and buildings, including buildings on
land owned by third parties
Technical equipment and machinery
,441
–
Other equipment and office equipment
8,44
957
Prepayments and assets under construction
1,1
–
203,217
4,276
1,1,064
,5
180,000
–
Financial assets
Shares in affiliated companies
Long­term loans to affiliated companies
Other participating interests
Long­term securities investments
Other long­term loans
Total fixed assets
6
7,64
–
85,5
4,64
70
–
1,734,851
26,977
1,950,943
39,083
Cost of acquisition or production
Disposals
Reclassifi­
Cumulative
Deprecation
Carrying
depreciation
and amortization
amount
amount
and amortization
in 006
at Dec. 31,
at Dec. 1,
2006
005
cations
Carrying
–
–
,147
1,658
17,558
11,86
–
–
3,147
1,658
17,558
11,386
61,881
–
85,591
,75
46,067
80,95
5
–
1,40
61
,149
,41
19
–
7,44
57
1,764
1,80
1,1
–
–
–
–
18
63,438
–
94,075
4,585
49,980
84,224
146,19
()
65,091
–
94,987
1,046,04
–
–
–
–
180,000
180,000
19,41
17,60
–
51
,48
58,17
–
140
115
1,68
85,7
40
–
–
–
0
70
523,988
–
82,834
115
1,155,006
1,614,949
587,426
–
180,056
6,358
1,222,544
1,710,559
7
Notes to the HOCHTIEF Aktiengesellschaft
Financial Statements
General information
production for each project. Advance payments in excess of
These Annual Financial Statements are prepared in accordance
these amounts are reported as liabilities.
with the German Commercial Code (HGB) and Stock Corpo­
rations Act (AktG). For purposes of clarity, a number of items
The valuation of receivables and other current assets normally
are combined in the Balance Sheet and in the Statement of
measured at nominal value includes appropriate provision for
Earnings. Such items are broken down into their constituents
specific doubtful accounts. A global allowance is also deducted
and commented on elsewhere in these Notes. The Statement
to cover general credit risks and allow for any failure to yield
of Earnings is presented in vertical format using the nature of
interest.
expense method of analysis. The financial statements are pre­
sented in euros, and all monetary amounts in the text of these
Marketable securities are reported at the lower of acquisition
Notes are rounded to the nearest thousand euros unless spe­
cost or their current stock market price or fair value.
cifically stated otherwise.
If the cost of purchase or production of any asset is higher
The Executive Board and Supervisory Board have issued a
than its fair value on the balance sheet date, its carrying
declaration of compliance with the German Corporate Govern­
amount is written down accordingly.
ance Code pursuant to Section 161 of the German Stock
Corporations Act (AktG). The declaration is available for share­
Subscribed capital is stated at nominal value.
holders to view at all times in the Annual Report and on the
HOCHTIEF website.
Provisions for pensions, long­service bonuses, and semi­retire­
ment programs for older employees are determined using actu­
Accounting policies
arial tables. The discount factor applied is .5 percent. Pension
Intangible assets and property, plant and equipment are stated
provisions are determined in accordance with the German
at cost of purchase or production (at the amount required to
Teilwert method (an actuarial present value method) using the
be capitalized under tax law), less depreciation, amortization
Prof. Dr. Klaus Heubeck 005 G tables. The 005 G tables
and writedowns due to impairment. Borrowing costs are not
are generational tables that state probabilities for pension fac­
included in purchase or production cost. Depreciation and
tors such as mortality, loss of earning capacity or marriage
amortization are charged to the full extent permissible under
rates classified by birth year as well as by age and sex.
tax law. They are applied using the declining balance method
to the extent permitted under tax law, switching to the straight­
Other provisions are recognized in an amount appropriate to
line method where it results in higher depreciation charges.
cater for all identifiable risks; the amount provided for reflects
Low­value assets are charged to income in the year of acqui­
the anticipated future charge.
sition.
Liabilities are invariably reported as the amount due.
Financial assets are normally reported at acquisition cost.
Certain shares in affiliated companies and participating inter­
Currency translation
ests are reported at fair value if this is lower. Long­term securi­
Assets and liabilities in foreign currency are reported in the finan­
ties investments are stated at the lower of acquisition cost or
cial statements at the central rate or the spot rate applicable
their current stock market price or fair value.
at the time of initial entry in the accounts. Losses due to changes
in exchange rates are recognized as expense.
Inventories are stated at cost of purchase or production in the
amount required to be recognized by law. Cost of production
of construction work in progress includes direct costs of mate­
rial and production. Progress payments received from clients
are deducted from inventories up to the amount of the cost of
8
Explanatory Notes to the Balance Sheet
As in 005, the EUR 180,000,000 in long­term loans to affiliat­
ed companies comprises loans to HOCHTIEF AirPort GmbH,
1. Fixed assets
Essen.
The aggregated fixed assets categories reported in the bal­
ance sheet are subclassified, with details of changes in each
A list of the main subsidiaries, associates and other equity
item relative to the prior year, in the statement of Movements
interests held by the HOCHTIEF Group is provided on page
8 and 9. A complete list of HOCHTIEF Aktiengesellschaft’s
in Fixed Assets on page 6 and 7.
equity interests is published in the electronic Bundesanzeiger
(Federal Official Gazette).
The EUR ,5,000 increase in stakes in affiliated companies
essentially comprises payments into the capital reserve at
HOCHTIEF Americas GmbH, Essen (EUR 15,099,000). EUR
Long­term securities investments to the value of EUR 15,047,000
68,00,000 of the disposals are accounted for by a capital
consist of mutual fund units linked to a deferred compensa­
repayment by Deutsche Bau­ und Siedlungs­Gesellschaft
tion plan to provide a supplementary pension for employees;
mbH, Essen, and EUR 5,016,000 by the sale of shares in
these units are pledged in full to employees. EUR 58,1,000
HOCHTIEF Projektentwicklung WestendDuo GmbH & Co. KG,
of the disposals are accounted for by special­purpose invest­
Essen.
ment funds liquidated in the strategic reorganization of the
Company’s securities investments.
2. Receivables and other assets
(EUR thousand)
Trade receivables
Receivables from affiliated
companies
Dec. 31, 2006
Dec. 1, 005
Of which:
residual term
above 1 year
above 1 year
8,46
–
10,48
66
598,91
19,17
408,569
184,55
9
–
1
–
Receivables from companies
in which the Company has participating
interests
Other assets
Of which:
residual term
55,45
0,065
49,887
6,98
682,835
222,202
468,895
211,117
Receivables from affiliated companies are largely connected
3. Marketable securities
with intra­Group financial management. Other receivables
Marketable securities comprise shares in investment funds and
include pension liability insurance entitlements, tax refund
fixed­interest investments in the amount of EUR 704,481,000
entitlements, interest receivables from securities and fixed­
(005: 01,19,000). As of the balance sheet date, this item
term deposit investments, short­term loans, entitlements from
also included 4,1,059 (005: 6,99,14) of the Company’s
real property sales, other non­trade receivables and other assets.
own shares, with a carrying amount of EUR 15,01,000
(005: EUR 00,7,000).
9
Marketable securities to the value of EUR 8,198,000 (005:
10,76,000) are legally owned by HOCHTIEF Pension Trust e.V.
4. Cash and cash equivalents
Cash and cash equivalents mostly comprise euro bank bal­
ances.
Cash and cash equivalents to the value of EUR 7,864,000
(005: EUR ,19,000) are legally owned by HOCHTIEF Pen­
sion Trust e.V.
5. Prepaid expenses
Prepaid expenses include a loan discount of EUR 71,000 (005:
EUR 1,01,000). They also include prepaid bank guarantee
fees, rents, insurance premiums and taxes applicable to later
accounting periods.
6. Shareholders’ equity
Amount on
Jan. 1,
006
Dividends
distributed
Net profit for
the year
Changes in
revenue
reserves
Reclassifica­
tions
Amount on
Dec. 31,
2006
Subscribed capital
179,200
–
–
–
–
179,200
Capital reserve
400,806
–
–
–
–
400,806
(EUR thousand)
Revenue reserves
Statutory reserve
Reserve for own stock
1,49
–
–
–
–
1,49
00,7
–
–
(14,805)
(50,547)
15,01
Other revenue
reserves
Total reserves
647,11
–
–
8,7
50,547
75,951
1,249,802
–
–
13,468
–
1,263,270
63,000
(58,470)
85,938
(13,468)
–
77,000
1,492,002
(58,470)
85,938
–
–
1,519,470
Unappropriated net
profit
As in the previous year, HOCHTIEF Aktiengesellschaft’s sub­
The Executive Board is unaware of any restrictions on voting
scribed capital of EUR 179,00,000 is divided into 70,000,000
rights or transfers of securities.
no­par­value shares. Each share accounts for EUR .56 of
capital stock.
There are no shares with special control rights. The Executive
Board is not aware of any employee shares where the control
The capital reserve comprises premium on shares issued.
10
rights are not exercised directly by the employees.
Statutory rules on the appointment and replacement of Exec­
Authorization to repurchase shares:
utive Board members are contained in Sections 84 and 85
and statutory rules on the amendment of the Articles of Asso­
The Company is authorized by resolution of the General Share­
ciation in Sections 179 and 1 of the German Stock Corpo­
holders’ Meeting of May 10, 006 to repurchase its own shares
rations Act (AktG). Under Section 7 (1) of the Company’s Arti­
in accordance with Section 71 (1) 8 of the German Stock Cor­
cles of Association, the Executive Board comprises at least
porations Act (AktG). The authorization expires on November
three individuals. Section (1) of the Articles of Association
9, 007. It is limited to ten percent of the capital stock at the
provides that resolutions of the General Shareholders’ Meet­
time of the General Shareholders’ Meeting resolution, with the
ing require a simple majority of votes cast unless there is
quantity of shares able to be acquired by the use of call options
a mandatory requirement stipulating a different majority. In
limited to a maximum of five percent of the capital stock at the
instances where the Act requires a majority of the capital
time of the resolution. The authorization allows the share repur­
stock represented at the time of the resolution in addition to
chase to be executed in one or more installments covering the
a majority of votes cast, Article () of the Articles of Asso­
entire amount or any fraction. The repurchase may be effect­
ciation provides that a simple majority will suffice unless there
ed through the stock exchange or by public offer to all share­
is a mandatory requirement stipulating a different majority.
holders or by the use of call options. The conditions governing
the repurchase are set forth in detail in the resolution.
Pursuant to Section 4 (5) of the Articles of Association, the
Executive Board is authorized subject to Supervisory Board
By resolution of the General Shareholders’ Meeting of May 10,
approval to increase the capital stock by issuing new no­par­
006, the Executive Board is authorized, subject to Supervisory
value bearer shares for cash or non­cash consideration in one
Board approval, in the event of a sale of repurchased shares
or more issues up to a total of EUR 5,760,000 by or before
effected by way of an offer to all shareholders, to issue sub­
May 17, 010 (Authorized Capital I). Detailed provisions are
scription rights to the shares to holders of any warrant­linked
contained in the stated section of the Articles.
and/or convertible bonds issued by the Company or by any
subordinate Group company. The Executive Board is also
Pursuant to Section 4 (4) of the Articles of Association, the
authorized, subject to Supervisory Board approval, to sell
Company’s capital stock has been conditionally increased by
repurchased shares other than through the stock exchange
up to EUR 8,400,000 divided into up to 15,000,000 no­par­
and other than by way of an offer to all shareholders provided
value bearer shares (conditional capital). Detailed provisions
that the shares are sold for cash at a price not substantially
are contained in the stated section of the Articles.
below the current stock market price for Company shares of
the same class.
The HOCHTIEF Aktiengesellschaft Executive Board is author­
ized, subject to Supervisory Board approval and the condi­
tions set out in the following, to offer and transfer repurchased
shares other than through the stock exchange and other than
by way of an offer to all shareholders. Such transactions may
take place in the course of acquisitions of business enterpris­
es in whole or part and in the course of mergers. They are also
permitted for the purpose of obtaining a listing for the Compa­
ny’s shares on foreign stock exchanges where it is not yet listed.
The shares may also be offered for purchase by employees or
former employees of the Company or its affiliates. Holders of
warrant­linked and/or convertible bonds the Company or a
Group company subordinate to it issues or has issued under
the authorization granted at the General Shareholders’ Meet­
11
ing of May 18, 005 (agenda item 10) may also be issued with
The Company’s holdings of its own shares represent EUR
the shares upon exercising the warrant and/or conversion
11,09,000 (6.16 percent) of the Company’s capital stock.
rights and/or obligations attached to the bonds.
HOCHTIEF sold holdings of its own shares as planned in the
Shareholders’ statutory subscription rights to such shares are
second and third quarters of 006 to meet current and future
barred pursuant to Sections 71 (1) 8 and 186 () and (4) of the
obligations under long­term incentive plans. This comprised
German Stock Corporations Act (AktG) to the extent that the
the sale of ,08,915 shares between April and August 006
shares are used in exercise of the authorizations set out above.
for a total of EUR 10,55,000. The shares were sold on the
The Executive Board is also authorized, subject to Superviso­
HOCHTIEF’s capital stock.
stock market and make up EUR 5,0,000 (.91 percent) of
ry Board approval, to retire repurchased shares without a fur­
ther resolution of the General Shareholders’ Meeting being
A further 48,160 own shares were sold in June 006 to employ­
required for the share retirement itself or its execution.
ees of HOCHTIEF or its affiliates, comprising 17,665 shares
The conditions governing awards of subscription rights and
per share and 1,95 at EUR .95 per share. These sales
the sale, transfer and retirement of the Company’s own shares
represent EUR 1,000 (0.07 percent) of capital stock.
sold at a price of EUR 9.95 per share, 16,570 at EUR 1.95
are set forth in detail in the General Shareholders’ Meeting
resolution.
In November 006, five own shares were sold to an employee
of HOCHTIEF or its affiliates at a price of EUR 9.95 per share.
As of December 1, 006, the Company held a total of 4,1,059
This represents EUR 1 (less than one part in a thousand) of
(005: 6,99,14) of its own shares as defined in Section 160
capital stock.
(1) of the German Stock Corporations Act (AktG). These shares
were repurchased between September 1999 and October 001
Due to the sales of own shares, EUR 14,805,000 was taken
for purposes laid down by General Shareholders’ Meeting res­
out of the revenue reserve for own stock and EUR 50,547,000
olutions of June 1, 1999 and June 8, 000. A General Share­
directly transferred to other revenue reserves. In 005, EUR
holders’ Meeting resolution of June 1, 1999 to repurchase
4,675,000 was transferred to the revenue reserve for own stock
and sell shares remains in force as regards the authorization
in line with an increase in the carrying amount of HOCHTIEF
granted in it for utilization of the Company’s own shares. Res­
shares held by the Company. A further EUR 8,7,000 (005:
olutions granting authorization to utilize the Company’s own
EUR 8,5,000) was transferred to other revenue reserves in
shares also remain in force from the General Shareholders
006 from net profit.
Meetings of May 7, 004 and May 18, 005. The uses permit­
ted by the three last­mentioned resolutions essentially corre­
spond to those permitted by the resolution of May 10, 006
set out above, with the one exception of the additional author­
ization granted under the June 1, 1999 resolution to utilize
shares in connection with the Long­term Incentive Plans 1999
and 000; this additional authorization effectively lapsed on
expiration of the two incentive plans.
1
7. Share-based payment
Under the LTIP exercise conditions, the amount due on exer­
The following Group­wide share­based payment systems were
cise of the SARs—subject to all other applicable conditions
in force for managerial staff of HOCHTIEF Aktiengesellschaft
being met—can alternatively be paid out in HOCHTIEF stock.
and its affiliates in 006:
In the case of holders not employed by HOCHTIEF Aktienge­
sellschaft, expenses incurred on SARs being exercised are
Long-term Incentive Plan 2003
borne by the affiliate concerned.
The Long­term Incentive Plan 00 (LTIP 00) was launched
by resolution of the Supervisory Board in 00 and is open to
Long-term Incentive Plan 2004
Executive Board members and upper managerial employees
The Long­term Incentive Plan 004 (LTIP 004) was launched
of HOCHTIEF Aktiengesellschaft and its affiliates. LTIP 00
by resolution of the Supervisory Board in 004 and is open to
is based on stock appreciation rights (SARs). These are sub­
Executive Board members and upper managerial employees
ject to a two­year waiting period from their date of issue fol­
of HOCHTIEF Aktiengesellschaft and its affiliates. The condi­
lowed by a three­year exercise period.
tions only differ from those of LTIP 00 as regards the rela­
tive performance threshold described in the following.
The SARs can only be exercised if, for at least ten consecu­
tive stock market trading days before the exercise date, the
The SARs can only be exercised if, for at least ten consecutive
ten­day average stock market closing price of HOCHTIEF stock
stock market trading days before the exercise date, the ten­
is higher relative to the issue price compared with the ten­day
day average stock market closing price of HOCHTIEF stock is
average closing level of the CDAX Construction Index relative
higher relative to the issue price compared with the ten­day
to the index base (relative performance threshold) and the
average closing level of the MDAX index relative to the index
stock market closing price of HOCHTIEF stock on the last
base.
stock market trading day before the exercise date is at least
ten percent higher than the issue price (absolute performance
Top Executive Retention Plan 2004
threshold). The relative performance threshold is waived if the
The Top Executive Retention Plan (TERP 004) was launched
average stock market price of HOCHTIEF stock exceeds the
by resolution of the Supervisory Board in 004 in connection
issue price by at least 0 percent on ten consecutive stock
with the sale of RWE Aktiengesellschaft’s stake in HOCHTIEF
market trading days after the end of the waiting period.
Aktiengesellschaft and is open to Executive Board members and
selected managerial employees. The TERP complements exist­
Provided that the targets are met, SARs can be exercised at
ing measures in helping to forge long­term ties with HOCHTIEF
any time after the waiting period except during a short period
and retain expertise within the Company. The plan is based
before any business results are published. The number of
on stock appreciation rights (SARs).
SARs that can be exercised depends on the size of the gain
in the average price of HOCHTIEF stock over ten consecutive
The issued SARs accrue in three tranches, with waiting peri­
stock market trading days relative to the issue price, with a
ods of between two and four years and exercise periods of
minimum 10, 15 or 0 percent price gain permitting 5 per­
between three and five years.
cent, 60 percent or all SARs to be exercised. When SARs are
exercised, the issuing entity pays out the difference between
the current stock price and the issue price. The difference is
capped at 100 percent of the issue price.
1
The SARs can only be exercised if the average (arithmetic mean)
fraction increasing according to the exercise date and thus
closing price of HOCHTIEF stock over the ten stock market
with the passage of time. At the end of the period, the differ­
trading days preceding the exercise date increases by a great­
ence is capped at 100 percent of the issue price.
er percentage relative to the issue price than the average clos­
ing level of the MDAX index increases over the same ten trad­
Under the TERP 004 exercise conditions, the amount due on
ing days relative to the index base (relative performance threshold)
exercise of the SARs—subject to all other applicable condi­
and the stock market closing price of HOCHTIEF stock on the
tions being met—can alternatively be paid out in HOCHTIEF
last stock market trading day before the exercise date is at
stock. In the case of holders not employed by HOCHTIEF
least 5 percent higher than the issue price (absolute perform­
Aktiengesellschaft, expenses incurred on SARs being exer­
ance threshold). The relative performance threshold is waived if
cised are borne by the affiliate concerned.
the average stock market price of HOCHTIEF stock over the
ten consecutive stock market trading days immediately pre­
Long-term Incentive Plan 2005
ceding the exercise date is at least 0 percent higher than the
The Long­term Incentive Plan 005 (LTIP 005) was launched
issue price.
by resolution of the Supervisory Board in 005 and is open to
Executive Board members and upper managerial employees
Provided that the targets are met, SARs under the plan can be
of HOCHTIEF Aktiengesellschaft and its affiliates. The condi­
exercised at any time after the waiting period except during a
tions essentially only differ from LTIP 004 as regards the abso­
short period before any business results are published. The
lute performance threshold described in the following.
number of SARs that can be exercised depends on the size of
the gain relative to the issue price in the average price of
SARs can only be exercised if return on net assets, as deter­
HOCHTIEF stock over ten consecutive stock market trading
mined from the most recent approved consolidated financial
days during the exercise period for the respective tranche of
statements, is at least ten percent. Provided that the targets
SARs, with a minimum 5, 0 or 5 percent price gain permit­
are met, SARs can be exercised at any time except during
ting 5 percent, 60 percent or all SARs to be exercised.
certain barred periods. Under the LTIP exercise conditions,
When SARs are exercised, the issuing entity pays out the dif­
the amount due on exercise of the SARs can be paid out in
ference between the current stock price and the issue price.
cash or in HOCHTIEF stock, at HOCHTIEF’s choice.
During the exercise period, this amount is limited to a specific
fraction of the maximum possible difference (capped), the
The quantities of SARs and stock awards granted, expired and exercised under the 00, 004, 005 and 006 Long­term
Incentive Plans and under the 004 TERP are as follows:
Originally
granted
Granted in
006
Expired in
006
Exercised in
006
Outstanding at Dec.
31, 2006
LTIP 00
1,010,900
10,700
–
–
,100
7,600
LTIP 004
1,055,900
1,07,100
–
6,500
1,00,600
10,000
LTIP 005
885,150
885,150
9,000
1,600
–
881,550
LTIP 006 SARs
445,774
–
445,774
4,
–
441,441
LTIP 006 stock awards
165,4
–
165,4
1,5
–
16,710
1,85,901
1,85,966
–
–
46,100
1,789,866
TERP 004
14
Outstanding
at Dec. 1,
005
Long-term Incentive Plan 2006
8. Provisions
The Long­term Incentive Plan 006 (LTIP 006) was launched
by resolution of the Supervisory Board in 006 and is open to
Executive Board members and upper managerial employees
(EUR thousand)
Dec. 31, 2006
Dec. 1, 005
of HOCHTIEF Aktiengesellschaft and its affiliates. Alongside
vides for grants of stock awards.
Provisions for
pensions
01,81
05,19
The conditions for granting SARs essentially only differ from
Provisions for
taxes
18,84
16,451
155,940
476,137
177,088
498,858
grants of stock appreciation rights (SARs), LTIP 006 also pro­
those of the preceding LTIP 005 in two points:
Other
provisions
1. The relative performance threshold is waived if the average
stock market price of HOCHTIEF stock exceeds the issue
price by at least ten percent on ten consecutive stock mar­
Provisions for pensions are recognized for current and
ket trading days after the end of the waiting period.
future benefit payments to active and former employees and
. The gain is capped at 50 percent of the issue price.
their surviving dependants. Pension payments totaled EUR
,099,000 in 006 (005: EUR ,86,000).
Provided that the targets are met, SARs can be exercised at
any time after the waiting period except during certain barred
Under a contractual trust arrangement (CTA) effective the end
periods. Under the LTIP exercise conditions, the amount due
of 004, HOCHTIEF set up a legally separate pension fund to
on exercise of the SARs can be paid out in cash or in HOCHTIEF
hold assets used to fund pension benefit payments for HOCHTIEF
stock, at HOCHTIEF’s choice.
Aktiengesellschaft. HOCHTIEF Aktiengesellschaft retains ben­
eficial ownership of the trust assets.
The LTIP conditions for stock awards stipulate that after three
years, entitled individuals receive for each stock award either
Other provisions cover items such as risks in real estate and
a HOCHTIEF share or, at HOCHTIEF’s choice, a compensatory
equity holdings, anticipated losses related to pending transac­
amount equal to the closing price of HOCHTIEF stock on the
tions not accounted for elsewhere, internal and external costs
last stock market trading day before the transfer date. The gain
of preparing the annual financial statements, contribution to a
on each stock award is limited to 150 percent of the stock market
mutual pension fund, stock appreciation rights (SARs) and stock
closing price on the issue date.
awards, outstanding employee leave, costs of semi­retirement
programs for older employees, payments for damages, and
Provisions recognized for the stated share­based payment
other uncertain liabilities.
arrangements totaled EUR 45,40,000 as of the balance sheet
date (005: EUR ,10,000). The total expense recognized
for the stated arrangements in 006 was EUR 46,041,000
(005: EUR 19,04,000). The intrinsic value of SARs exercis­
able at the end of the reporting period was EUR ,67,000.
15
9. Other liabilities
(EUR thousand)
Amounts due to banks
Advance payments received
Trade payables
Dec. 31, 2006
Of which: with
residual term of
up to 1 year
Dec. 1, 005
Of which: with
residual term of
up to 1 year
41,0
6,854
404,750
6,9
446
446
516
516
,101
,101
7,00
7,00
–
–
6
6
507,67
507,67
5,797
5,797
Amounts due to construction
joint ventures
Amounts due to affiliated
companies
Amounts due to companies
in which the Company has
participating interests
1,17
1,17
1,5
1,5
Sundry other liabilities
1,5
1,5
,8
0,04
Of which: from taxes
[11,15]
[11,15]
[15,494]
[15,494]
Of which: from social insurance
contributions
[95]
[95]
[99]
[99]
976,740
570,364
970,475
569,858
Amounts due to banks include EUR 00,000,000 in promissory
Amounts due to affiliated companies largely relate to intra­
note loans granted in 004 with an original term of five years
Group financial management.
and a five percent coupon. On November , 005, HOCHTIEF
Aktiengesellschaft signed a EUR 600 million syndicated revolving
Sundry other liabilities include tax liabilities, payroll liabilities,
credit facility with an international banking syndicate. The amount
social insurance liabilities, other non­trade payables and other
utilized was EUR 180 million, as in the previous year. Drawings
obligations.
on the facility are subject to interest at EURIBOR plus an appro­
16
priate margin. The facility runs to November , 011 with an
As in 005, all liabilities have a remaining time to maturity of
option to be extended by one additional year.
less than five years.
10. Deferred income
As in the previous year, a nominal EUR 6,86,000 in market­
The deferred income consists of prepaid rents.
able securities is pledged, mostly by way of security for employ­
ee benefit entitlements under semi­retirement programs.
11. Contingencies, commitments and other financial
obligations
Other financial obligations include EUR 16,50,000 in com­
mitments under long­term contracts for the supply of goods
(EUR thousand)
Dec. 31, 2006
Dec. 1, 005
and services. These mostly represent obligations under long­
term rental contracts and are more than offset by anticipated
rental income totaling EUR 7,994,000.
Liabilities from
guarantees, sure­
ties and letters of
support
Of which: for affil­
iated companies
HOCHTIEF uses forward foreign exchange transactions and
551,76
57,7
[5,675]
[460,168]
other derivative financial instruments to offset the effects of
exchange rate and interest rate fluctuations in its international
operations and financing activities. All Group companies are
bound by guidelines laying down rules on the use of such
instruments, separate monitoring and lines of responsibility.
Guarantees and sureties have been provided primarily as secu­
Derivatives may only be used in designated hedging relation­
rity for bank loans, contract performance, warranty obligations
ships to hedge risks. The counterparties in hedging transac­
and advance payments. Most guarantees as of the reporting
tions are invariably banks with first­rate credit standing.
date related to participating interests and construction joint
ventures. HOCHTIEF Aktiengesellschaft is also jointly and sever­
Hedged items are valued as a unit with their corresponding
ally liable for all construction joint ventures in which it has an
hedging transactions if they are objectively and intentionally
interest.
complementary in use and function such that gains and losses
from the hedged item and the hedging transaction are highly
HOCHTIEF Aktiengesellschaft took out a EUR 1.65 billion syn­
likely to cancel each other out.
dicated guarantee facility in December 004. This secures the
long­term refinancing of guarantees primarily given for the oper­
The nominal value of derivative financial instruments held to
ating activities of HOCHTIEF Construction Services Europe,
hedge interest rate swaps was EUR 180,000,000, having
HOCHTIEF Development and HOCHTIEF AirPort GmbH. The
remained unchanged since the prior year. The nominal amount
syndicated guarantee facility has one year of its initial term
allows inferences to be drawn as to the overall use made of
remaining, after which HOCHTIEF has two one­year renewal
derivatives, but does not reflect the level of risk involved in
options. It was utilized in the amount of EUR 1.09 billion as of
their use. The net fair value of all derivative financial instruments
December 1, 006.
as of December 1, 006 was a negative EUR 8,88,000
(005: negative EUR 19,855,000).
HOCHTIEF Aktiengesellschaft has furnished US insurance com­
panies with an unlimited bonding guarantee for the Turner Group.
All derivatives are valued as of the balance sheet date on the
Bonding is a statutory form of security used in the US to guar­
basis of prevailing market terms.
antee performance of public projects. It is also used with other
selected customers. The total bonding amount increased in
006 from USD ,501 million to USD ,851 million (EUR ,164
million). No recourse has ever been made to the guarantees
given in Turner’s favor, and none is anticipated at the time of
writing.
17
Explanatory Notes to the Statement of Earnings
12. Sales
Following the reorganization of HOCHTIEF Aktiengesellschaft
14. Materials
(EUR thousand)
2006
005
Raw materials,
supplies and pur­
chased goods
1,914
87
10,61
1,60
105,175
31,747
2006
005
77,660
57,191
6,547
6,006
as a strategic management holding company in 001 and the
transfer of construction operations to the legally independent
HOCHTIEF Construction AG, reported sales comprise revenue
from performing holding company functions. The sales figure
also includes revenue from operating activities remaining after
the transfer. The international share of sales was EUR 79,556,000
Purchased
services
(005: EUR 15,086,000).
13. Other operating income
15. Personnel costs
This item primarily includes income from the disposal of property,
plant and equipment and of participating interests, corporate
headquarters charges, sales of securities including own shares
and interests in special­purpose investment funds, reversal of
provisions, and foreign exchange gains. In the prior year, the
item included EUR 46,858,000 in increases to the carrying
amount of own shares and EUR 65,415,000 in increases to
the carrying amount of interests in special­purpose invest­
ment funds.
(EUR thousand)
Wages and
salaries
Social insurance
and support
Pensions
18,80
17,095
103,027
80,292
2006
005
11
11
54
504
553
515
Employees
(average for the year)
Waged/industrial
employees
Salaried/office
employees
The increase in the number of salaried/office employees is
mainly due to the ongoing process of taking over workforce
administration, payroll accounting and other service activities
for the former Lufthansa Gebäudemanagement group and
HOCHTIEF Gebäudemanagement GmbH & Co. OHG. New
activity areas at a number of service centers also contributed
to the rise.
18
16. Depreciation and amortization
18. Income from financial assets (net)
2006
005
Income from profit/
loss transfer
agreements
106,041
114,99
Income from par­
ticipating interests
14,868
,87
[14,76]
[,655]
( 70,905)
(1,1)
10,940
4,685
(EUR thousand)
2006
005
(EUR thousand)
Intangible assets
1,658
1,489
Property, plant
and equipment
4,585
,0
6,243
4,719
Depreciation and amortization are charged in the amount per­
mitted for tax purposes. EUR 4,69,000 (005: EUR 4,719,000)
is accounted for by depreciation and amortization as such,
and EUR 1,974,000 (005: –) by impairment charges. The
impairment charges relate to property, plant and equipment.
17. Other operating expenses
Other operating expenses primarily include rentals and lease
payments, consulting fees, costs involved in order process­
ing, insurance premiums, writedowns of receivables, costs of
Of which: from
affiliated compa­
nies
Expenses from
transfer of losses
Income from other
securities and
long­term loans
Of which: from
affiliated compa­
nies
[10,54]
[,61]
60,944
139,599
2006
005
Other interest and
similar income
5,6
41,880
Of which:
from affiliated
companies
[,664]
[1,688]
Interest and
similar expenses
(6,151)
(55,584)
Of which:
to affiliated
companies
[(7,64)]
[(,045)]
(9,825)
(13,704)
materials for administrative purposes, travel and other busi­
ness expenses, foreign exchange losses, costs of preparing
the annual financial statements, changes in provisions for
19. Interest expense
anticipated losses from pending transactions, and other social
benefits payable that are not reported elsewhere. Other taxes
included here come to EUR 15,000 (005: EUR 1,4,000).
(EUR thousand)
19
20. Writedowns on financial assets and marketable
Executive Board compensation also includes pension awards,
securities
other awards in the event of termination of office, and partici­
This item includes reductions in the carrying amount of other
pation in the Group’s variable compensation arrangements com­
securities holdings to the market price at the balance sheet
bining long­term incentives with an element of risk.
date. In the prior year, the item also included reductions in the
carrying amount of shares in affiliated companies and partici­
Total compensation for the work of Executive Board members
pating interests.
in the year under review was EUR 7,15,000, comprising EUR
,58,000 in fixed compensation, EUR ,778,000 in perform­
21. Income taxes
ance­linked compensation and EUR 117,000 in non­cash
Income taxes include foreign taxes on profits. Other taxes are
benefits.
disclosed under other operating expenses.
Executive Board compensation for past fiscal years
22. Total Executive Board and Supervisory Board
Amounts paid in 006 for offices held within the Group com­
compensation
prised EUR 00,000 in fixed compensation (EUR ,000 to
Executive Board compensation for the 2006 fiscal year
Dr. Hans­Peter Keitel, EUR 6,000 to Dr. Peter Noé and EUR
At the proposal of its Human Resources Committee, the full
41,000 to Dr. Hans­Georg Vater) and EUR 51,000 in perform­
Supervisory Board regularly reviews the structure of the Exec­
ance­linked compensation for FY 005 (EUR 168,000 to Dr.
utive Board compensation system. Specifics regarding the
Hans­Peter Keitel, EUR 5,000 to Albrecht Ehlers, EUR 7,000 to
amount of Executive Board compensation are decided by the
Dr. Herbert Lütkestratkötter, EUR 18,000 to Dr. Peter Noé and
Human Resources Committee.
EUR ,000 to Dr. Hans­Georg Vater). An additional EUR 1.
million in performance­linked compensation for Dr. Keitel was
Executive Board member compensation comprises a fixed
also accounted for in 006 which originated in past fiscal years
annual salary supplemented by performance­linked compo­
but which will only be paid out in 008 and 009.
nents. The fixed component constitutes basic compensation
not linked to performance and is paid as a monthly salary;
Executive Board members additionally receive supplementary
compensation in the form of non­cash benefits. Non­cash
benefits mostly comprise amounts to be recognized for tax
purposes for private use of company cars and accident in­
surance. The value of performance­linked compensation
depends on the performance of the Company and the personal
performance of Executive Board members themselves.
Compensation for the 2006 fiscal year
(EUR thousand)
Dr. Keitel
Ehlers
Dr. Lohr
Dr. Lütkestratkötter
Dr. Noé
Dr. Rohr
Dr. Vater (until 0/006)
Executive Board total
Executive Board total 005
0
Fixed
compensation
840
45
440
485
480
440
10
3,258
,160
Performance­linked
compensation
974
55
510
56
557
510
19
3,778
4,48
Non­cash
benefits
Total
18
15
8
1
16
5
117
87
1,8
99
978
1,060
1,05
97
64
7,153
7,685
Variable pay components combining a long-term incentive effect with an element of risk
Disburse­
ments in 006
for exercised
SARs (LTIP
004) (EUR
thousand)
Dr. Keitel
TERP 2004
LTIP 2005
LTIP 2006
Stock appreciation
rights
Stock appreciation
rights
Stock appreciation
rights
Stock awards
Stock appreciation
rights
Phantom stock units
Num­
ber
Num­
ber
Num­
ber
Num­
ber
Num­
ber
Num­
ber
Value (EUR
thousand)*
Value (EUR
thousand)*
Turner Phantom Stock Award Plan
Value (EUR
thousand)*
Value (EUR
thousand)*
Value (EUR
thousand)*
Value (EUR
thousand)*
1,99
6,000
864
40,000
1
0,000
5
16,900
6
7,500
0
6,000
14
Ehlers
61
91,04
01
0,000
156
15,000
16
8,500
18
–
–
–
–
Dr. Lohr
61
91,00
01
14,000
109
15,000
16
8,500
18
–
–
–
–
Dr. Lütkestratkötter
699
170,000
560
0,000
156
15,000
16
8,500
18
,750
0
1,785
7
Dr. Noé
699
190,000
66
0,000
156
15,000
16
8,500
18
–
–
–
–
Dr. Rohr
96
10,400
40
0,000
156
15,000
16
8,500
18
–
–
–
–
Dr. Vater (until 0/006)
699
57,000
11
–
–
–
–
–
–
–
–
–
–
4,614
992,004
3,293
134,000
1,045
105,000
883
59,400
2,223
41,250
0
7,785
215
Executive Board total
* Value at grant date as per actuarial appraisal
Variable pay components combining a long-term
Executive Board compensation also includes long­term SARs
incentive effect with an element of risk
under the Top Executive Retention Plan 004 (TERP 004)—a
Executive Board compensation also includes participation in
once­only plan set up on the sale of RWE Aktiengesellschaft’s
the Company’s long­term incentive plans (LTIPs). These com­
stake in HOCHTIEF Aktiengesellschaft. The targets are even
prise grants of stock appreciation rights (SARs) and stock
higher and the overall waiting periods longer than those con­
awards (phantom stock).
tained in the Long­term Incentive Plans.
With regard to stock appreciation rights, if the applicable exer­
The Long­term Incentive Plans and the Top Executive Reten­
cise targets are met after a two­year waiting period, Executive
tion Plan 004 have also granted SARs and stock awards to
Board members have a monetary claim against the Company
members of upper management.
which they can exercise over the then following three years.
The exercise targets are a combination of relative and abso­
For their activities on the Board of The Turner Corporation, Dr.
lute performance targets and cannot be modified retroactively.
Hans­Peter Keitel and Dr. Herbert Lütkestratkötter have been
granted awards under the Phantom Stock Award Plan for The
The terms of stock awards provide that after three years, those
Turner Corporation top managers and Board members. The
entitled have, for each stock award, a monetary claim against
plan is based on the granting of stock appreciation rights and
the Company equal to the closing price of HOCHTIEF stock
phantom stock units whose performance is measured with
on the last day of stock market trading prior to the transfer
reference to a phantom stock price based on earnings.
date.
Further information on the plans is provided in the Notes to
The value of all entitlements under long­term incentive plans is
the Financial Statements on pages 1–15.
linked to the stock price and capped so that compensation stays
appropriate in the event of extraordinary, unforeseen develop­
ments. In 006, all SARs under LTIP 004 were exercised by
the members of the Executive Board and a new LTIP 006 was
issued.
1
Pensions
Dr. Hans­Peter Keitel and Dr. Peter Noé have received pen­
All Executive Board members have pension awards under
sion awards for their work on the Leighton Board. An expense
individual contracts setting the minimum pension age at 60.
of EUR 1,000 was incurred for this purpose by Leighton
The pension amount is determined as a percentage of fixed
for Dr. Hans­Peter Keitel and EUR 8,000 for Dr. Peter Noé in
compensation, the percentage rising with each member’s
the foregoing 005/006 fiscal year.
term of office. The maximum amount is 75 percent of fixed
compensation for the CEO and 65 percent for all other Execu­
Pension payments to former members of the Executive Board
tive Board members. Surviving dependants receive 60 per­
and their surviving dependants were EUR ,1,000 in 006
cent of the pension. Executive Board members whose con­
(005: EUR ,1,000). Provisions totaling EUR 5,71,000
tract is not extended or is prematurely terminated before they
(005: EUR 1,96,000) have been recognized to cover future
attain the age of 50 receive a transitional benefit payable until
pension obligations to former Executive Board members and
the commencement of regular pension payments and equal­
their surviving dependants.
ing 50 percent of the pension entitlement accumulated prior
to leaving the Company or 75 percent in the case of members
Severance awards for members of the Executive Board
leaving at age 50 or older; where applicable, other income is
In the event of a takeover of HOCHTIEF Aktiengesellschaft
partly deductible from the transitional benefit.
(acquisition of control within the meaning of Sections 9 ()
and 0 of the German Securities Acquisition and Takeover Act
(WpÜG)), all members of the Executive Board are entitled to
Transfers to
pension provisions in fiscal
2006
Estimated
benefit amount
at age 60
(as of Dec. 1,
006)
(EUR thousand)
Dr. Keitel
Ehlers
Dr. Lohr
Dr. Lütkestratkötter
Dr. Noé
Dr. Rohr
Dr. Vater (until 0/006)
Executive Board total
60
56
66
6
57
4
2,174
60
168
154
198
19
198
–
1,540
resign from office and simultaneously terminate their contracts
at six months’ notice. Executive Board members are each
similarly entitled if confronted by sustained and substantial
pressure from shareholders demanding that they resign or
take specific action which the members concerned are unable
to reconcile with their personal responsibility for the exercise
of office. In compensation for the premature termination of their
contracts, the departing Executive Board members receive
a severance award equaling at least two years’ benefits com­
prising their annual salary plus contractually agreed bonuses
as paid in the previous year. If an Executive Board member’s
contract has more than two years left to run from the effective
date of termination, the severance award increases by an appro­
priate amount. Regarding any entitlements under the Com­
pany’s long­term incentive plans and their contractual pension
arrangements, the departing Executive Board members are
treated as if their contract had two years left to run from the
termination date.
Supervisory Board compensation for the 2006 fiscal
year
Supervisory Board compensation totaled EUR 1,56,000 in
006. This comprises EUR 7,000 in fixed compensation,
EUR 160,000 in attendance fees and EUR 1,11,000 in vari­
able compensation.
(EUR thousand)
Dr. Martin Kohlhaussen
Gerhard Peters
Alois Binder
Detlev Bremkamp
Dr. Gerhard Cromme
Günter Haardt
Ulrich Hartmann
Prof. Dr. Herbert Henzler
Josef Hess
Gerhard Hilke
Dr. Dietmar Kuhnt
Sergio Marchionne
Udo Paech
Gerrit Pennings
Gerd Peskes
Prof. Dr. Heinrich von Pierer
Prof. Dr. Wilhelm Simson
Fritz Voelkner
Dr. Heinrich Weiss
Klaus Wiesehügel
Supervisory Board total
Fixed remuneration
6
4
16
18
4
16
1
6
6
14
4
8
1
8
1
1
1
1
4
16
272
Variable remuneration
150
100
66
75
18
66
50
7
7
58
100
50
48
50
48
50
18
66
1,131
Attendance fees
10
10
10
10
10
8
4
4
10
10
8
10
8
8
8
8
10
4
8
160
Total
196
14
9
10
4
9
70
7
7
8
14
48
7
48
68
70
68
7
6
90
1,563
23. Auditing fees
24. Disclosures on ownership structure pursuant to
Fees for services provided by auditors Deloitte & Touche GmbH
Section 160 (1) 8 of the German Stock Corporations Act
Wirtschaftsprüfungsgesellschaft were paid and recognized as
(AktG)
expenses in 006 as follows:
The following changes in the ownership structure of HOCHTIEF
Aktiengesellschaft during 006 or the reference period must
(EUR thousand)
2006
be reported under Section 5 (1) and/or Section 6 (1) of the
German Securities Trading Act (WpHG):
Financial statement audits
80
Other auditing and
valuation services
–
Tax consulting
Other services provided for
HOCHTIEF Aktiengesellschaft
–
–
Custodia Holding AG, Pacellistrasse 4, 80 Munich, Ger­
many advised us with reference to Section 1 (1) WpHG that
its share of voting rights in HOCHTIEF Aktiengesellschaft had
exceeded the 5 percent threshold on March 15, 006 and
was now 5.08 percent.
380
von Finck’sche Hauptverwaltung GmbH, Promenadeplatz
1, 80 Munich, Germany, advised us with reference to Sec­
The fees for financial statement audits comprise fees charged
tion 1 (1) WpHG that its share of voting rights in HOCHTIEF
by Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft
Aktiengesellschaft had exceeded the 5 percent threshold on
for auditing the annual financial statements of HOCHTIEF Aktien­
March 15, 006 and was now 5.08 percent. These voting
gesellschaft, the HOCHTIEF Group consolidated financial
rights are held by Custodia Holding AG, Pacellistrasse 4,
statements and the combined HOCHTIEF Group and
80 Munich, and are attributable to von Finck’sche Haupt­
HOCHTIEF Aktiengesellschaft management report.
verwaltung GmbH by virtue of its shareholding in Custodia
Holding AG pursuant to Section (1) 1 WpHG.
August von Finck, Amiraplatz 1, 80 Munich, Germany,
advised us in accordance with Section 1 (1) WpHG that his
share of voting rights in HOCHTIEF Aktiengesellschaft, Opern­
platz , 4518 Essen, Germany, had exceeded the 5 percent
threshold on March 15, 006 and was now 5.08 percent.
These voting rights are attributable to Mr. von Finck under Sec­
tion (1) 1 WpHG.
RWE Aktiengesellschaft, Essen, Germany, advised us as
follows in accordance with Sections 1, and 4 WpHG in
its own name and in that of its subsidiaries BGE Beteiligungs­
Gesellschaft für Energieunternehmen mbH, Essen, and GBV
Vierzehnte Gesellschaft für Beteiligungsverwaltung mbH, Essen:
1. On May 8, 006, GBV Vierzehnte Gesellschaft für Beteili­
gungsverwaltung mbH, Essen, directly crossed below the
threshold of five percent of the voting rights in HOCHTIEF
Aktiengesellschaft in accordance with Section 1 (1) WpHG.
Its share of the voting rights in HOCHTIEF Aktiengesell­
schaft was 4.99 percent on May 8, 006.
4
. BGE Beteiligungs­Gesellschaft für Energieunternehmen
Schroders plc advised us as follows:
mbH (BGE), Essen, is attributed all voting rights in HOCHTIEF
Please be aware that Schroders plc is the parent company of
Aktiengesellschaft held by BGE’s subsidiary GBV Vierzehnte
Schroder Administration Limited, which is itself the parent of
Gesellschaft für Beteiligungsverwaltung mbH, Essen, under
Schroder Investment Management Limited. The registered
Section (1) 1 WpHG. BGE Beteiligungs­Gesellschaft für
address for all three companies is 1 Gresham Street, London
Energieunternehmen mbH therefore indirectly crossed below
ECV 7QA (United Kingdom). We, Schroders plc. and Schroder
the threshold of five percent of the voting rights in HOCHTIEF
Administration Limited, write to advise you, in accordance with
Aktiengesellschaft on May 8, 006. Its share of the voting
the EU Transparency directive that our shareholding in HOCHTIEF
rights on May 8, 006 was 4.99 percent (attributable under
Aktiengesellschaft crossed above the percent threshold on
Section (1) 1 WpHG).
0th January 007 and is now .98 percent of the total num­
ber of HOCHTIEF Aktiengesellschaft shares in issue, namely
. RWE Aktiengesellschaft, Essen, through its subsidiary BGE
70,000,000. These shares are attributed to us according to
Beteiligungs­Gesellschaft für Energieunternehmen mbH,
section , paragraph 1, sentence 1, number 6 and sentence Essen, is attributed all voting rights in HOCHTIEF Aktienge­
and of the Wertpapierhandelsgesetz. We, Schroder Invest­
sellschaft held by GBV Vierzehnte Gesellschaft für Beteili­
ment Management Limited, write to advise you, in accordance
gungsverwaltung mbH, Essen, under Section (1) 1 WpHG.
with the EU Transparency directive that our shareholding in
RWE Aktiengesellschaft therefore likewise indirectly crossed
HOCHTIEF Aktiengesellschaft crossed above the percent
below the threshold of five percent of the voting rights in
threshold on 0th January 007 and is now .98 percent of
HOCHTIEF Aktiengesellschaft on May 8, 006. Its share of
the total number of HOCHTIEF Aktiengesellschaft shares in
the voting rights on May 8, 006 was 4.99 percent (attribut­
issue, namely 70,000,000. These shares are attributed to us
able under Section (1) 1 WpHG).
according to section , paragraph 1, sentence 1, number 6
of the Wertpapierhandelsgesetz.
Our address is as follows:
Commerzbank Aktiengesellschaft, Kaiserstrasse 16,
RWE Aktiengesellschaft
6011 Frankfurt am Main, Germany, advised us as follows:
Opernplatz 1
We hereby advise you on behalf of our subsidiary Atlas­
4518 Essen
Vermögensverwaltungs­Gesellschaft mit beschränkter Haf­
tung, Louisenstrasse 6, 6148 Bad Homburg vor der Höhe,
This advice is given in accordance with Section 4 WpHG
Germany, in accordance with Section 1 (1) WpHG read in
simultaneously on behalf of our subsidiaries BGE Beteili­
conjunction with Section 4 WpHG, that its share of voting
gungs­Gesellschaft für Energieunternehmen mbH, Essen,
rights in HOCHTIEF Aktiengesellschaft, Opernplatz , 4518
and GBV Vierzehnte Gesellschaft für Beteiligungsverwaltung
Essen, Germany, exceeded the three percent threshold on
mbH, Essen, whose adresses are as follows:
February 8, 007 and is now four percent (this corresponds to
,800,000 shares).
BGE Beteiligungs­Gesellschaft für
The share of voting rights in HOCHTIEF Aktiengesellschaft,
Energieunternehmen mbH
Opernplatz , 4518 Essen, held by Commerzbank Aktien­
Opernplatz 1
gesellschaft, Kaiserstrasse 16, 6011 Frankfurt am Main,
4518 Essen
exceeded the percent threshold on February 8, 007 and is
now 4.0 percent (this corresponds to ,80,000 shares).
GBV Vierzehnte Gesellschaft für Beteiligungsverwaltung mbH
Four percent of this shareholding (this corresponds to ,800,000
Opernplatz 1
shares) is attributable to Commerzbank Aktiengesellschaft
4518 Essen
through its subsidiary Atlas­Vermögensverwaltungs­Gesell­
schaft mit beschränkter Haftung, Louisenstrasse 6, 6148
5
Bad Homburg vor der Höhe, in accordance with Section (1)
Proposal by Executive Board for Use of Net Profit
1 WpHG.
The Executive Board proposes that the EUR 77,000,000.00
unappropriated net profit for the 006 fiscal year should be
UBS AG, Badenerstrasse 574, Zürich, Switzerland, advised
used to pay a dividend of EUR 1.10 on each of the 70,000,000
us as follows:
no­par­value shares in the nominal capital stock of EUR
We hereby advise you in accordance with Section 1 (1) WpHG
179,00,000.00.
that our share of the voting rights in HOCHTIEF Aktiengesell­
schaft (DE0006070006), Opernplatz , 4518 Essen, Germany,
The amount of the dividend that would have been payable on
crossed below the three percent threshold on February ,
own stock held by the Company on the date of the General
007 and is now .8 percent.
Shareholders’ Meeting will be carried forward to the new fiscal
year. This stock is barred from receiving a dividend under
Section 71b of the German Stock Corporations Act (AktG).
HOCHTIEF Aktiengesellschaft
The Executive Board
Essen, February 0, 007
6
Auditors’ Report
and significant estimates made by the Executive Board, as
We have audited the annual financial statements—comprising
well as evaluating the overall presentation of the annual finan­
the balance sheet, the income statement and the notes to the
cial statements and the management report on the position
financial statements—together with the bookkeeping system,
of the Company and the Group. We believe that our audit pro­
and the management report on the position of the Company
vides a reasonable basis for our opinion.
and the Group of HOCHTIEF Aktiengesellschaft, Essen, for
the business year from January 1 to December 1, 006. The
Our audit has not led to any reservations.
maintenance of the books and records and the preparation of
the annual financial statements and the management report on
In our opinion, based on the findings of our audit, the annual
the position of the Company and the Group in accordance with
financial statements of HOCHTIEF Aktiengesellschaft, Essen,
German commercial law are the responsibility of the Compa­
comply with the legal requirements and give a true and fair
ny’s management. Our responsibility is to express an opinion on
view of the net assets, financial position and results of opera­
the annual financial statements, together with the bookkeeping
tions of the Company in accordance with German principles
system, and on the management report on the position of the
of proper accounting. The management report on the position
Company and the Group based on our audit.
of the Company and the Group is consistent with the annual
We conducted our audit of the annual financial statements in
of the Company’s position and suitably presents the opportu­
accordance with § 17 HGB (German Commercial Code) and
nities and risks of future development.
financial statements and as a whole provides a suitable view
German generally accepted standards for the audit of finan­
cial statements promulgated by the Institut der Wirtschaftsprüfer
(Institute of Public Auditors in Germany). Those standards
Düsseldorf, February 0, 007
require that we plan and perform the audit such that misstate­
ments materially affecting the presentation of the net assets,
Deloitte & Touche GmbH
financial position and results of operations in the annual finan­
Wirtschaftsprüfungsgesellschaft
cial statements in accordance with German principles of proper
accounting and in the management report on the position of
the Company and the Group are detected with reasonable
assurance. Knowledge of the business activities and the eco­
nomic and legal environment of the Company and expecta­
tions as to possible misstatements are taken into account in
the determination of audit procedures. The effectiveness of
the accounting­related internal control system and the evi­
dence supporting the disclosures in the books and records,
the annual financial statements and the management report
on the position of the Company and the Group are examined
(Dr. Göttgens)
(Dr. Reichmann)
primarily on a test basis within the framework of the audit.
Wirtschaftsprüfer
Wirtschaftsprüfer
The audit includes assessing the accounting principles used
(German Public Auditor)
(German Public Auditor)
7
Subsidiaries, Associates and Other Significant
Participating Interests of the HOCHTIEF Group
at December 31, 2006
Percentage
stock held
Shareholders’
equity
Local currency
(thousand)
EUR
thousand
Profit/(loss)
for the year
(EUR thou­
sand)
I. Affiliates included in the Consolidated
Financial Statements
Airport division
HOCHTIEF AirPort GmbH, Essen
100
15,000
–1
Airport Partners GmbH, Düsseldorf
40 16,6
HAP Hamburg Airport Partners GmbH & Co. KG,
Hamburg
71 96,090
19,175
Sydney Airport Intervest GmbH, Essen
51 10,45
16,900
100 605
6
HOCHTIEF AirPort Capital Verwaltungs GmbH & Co.
KG, Essen
4,748
Development division
Deutsche Bau­ und Siedlungs­Gesellschaft mbH,
Essen
100
17,490
–1
HOCHTIEF Projektentwicklung GmbH, Essen
100
7,670
–1
HOCHTIEF Facility Management GmbH, Essen
100
6,071
–1
HOCHTIEF PPP Solutions GmbH, Essen
100
15,17
–1
HOCHTIEF PPP Solutions Chile Limitada,
Santiago de Chile, Chile
100 CLP
15,19,49
1,498
(85)
HOCHTIEF PPP SOLUTIONS (UK) Limited,
Swindon, UK
100 GBP
6,75
10,015
17,410
Construction Services Americas
division
HOCHTIEF Americas GmbH, Essen
100
The Turner Corporation, Dallas, USA
HOCHTIEF do Brasil S. A., São Paulo, Brazil
100
USD
91.5
BRL
544,04
–1
405,809
08,11
41,699 4,89
1,
1,81
Construction Services Asia Pacific
division
HOCHTIEF Asia Pacific GmbH, Essen
Leighton Holdings Limited, Sydney, Australia
100
55
AUD
1,18,64
805,4
–1
68,195
0,446 0,665
1,659
1,070
–1
–1
(,48)
Construction Services Europe
division
HOCHTIEF Construction AG, Essen
STREIF Baulogistik GmbH, Essen
DURST­BAU GmbH, Vienna, Austria
100
100 100 HOCHTIEF (UK) CONSTRUCTION Ltd.,
Swindon, UK
100 GBP
7,187
10,70
,89
99
PLN
87,679
,887
,05
100
CZK
878,009
1,94
4,1
HOCHTIEF Polska Sp. z o.o., Warsaw, Poland
HOCHTIEF CZ a.s., Prague, Czech Republic
8
Percentage
stock held
Shareholders’
equity
Local currency
(thousand)
EUR
thousand
Profit/(loss)
for the year
(EUR thou­
sand)
Corporate Headquarters
HOCHTIEF Insurance Broking and Risk Management
Solutions GmbH, Essen
100
Contractors’ Casualty & Surety Reinsurance
Company S.A., Steinfort, Luxembourg
100 USD
6,54
4,954
–
Builders’ Credit Reinsurance Company S.A.,
Steinfort, Luxembourg
100 USD
,498
,656
–
EUR
thousand4)
Profit/(loss)
for the year
(EUR thou­
sand)4)
50 116,76
9,99
6.67 17,79
61,757
Flughafen Hamburg GmbH, Hamburg
49 6,760
Tirana Airport Partners SHPK, Tirana, Albania
47
,85
516
48
(4,6)
779
Percentage
stock held
Shareholders’
equity
Local currency
(thousand)4)
–1
II. Equity-method investments
Airport division
Flughafen Düsseldorf GmbH, Düsseldorf
Athens International Airport S.A.,
Athens, Greece
–1
Development division
HERRENTUNNEL LÜBECK GmbH & Co. KG, Lübeck
50 *
Sociedad Concesionaria Autopista Vespucio Norte
Express S.A., Santiage de Chile, Chile
45.45 CLP
47,64,57
67,116
–
Sociedad Concesionaria Túnel San Cristobal S. A.,
Santiago de Chile, Chile
50 CLP
,079,40
4,7
–
1
4
Profit/loss transfer agreement
Indirect shareholding
Consolidated result for group
Fiscal 005 figures
9
Boards
*
Supervisory Board
member representing
employees
a) Membership in other
supervisory boards
prescribed by law (as of
December 31, 2006)
b) Membership in comparable
domestic and international
corporate governing bodies
(as of December 31, 2006)
Supervisory Board
Dr. rer. pol. h. c. Martin Kohlhaussen
Bad Homburg, Chairman
Chairman of the Supervisory Board of Commerzbank AG,
Frankfurt am Main
a)
Bayer AG
Commerzbank AG (Chairman)
Schering AG
ThyssenKrupp AG
Dipl.-Ing. Gerhard Hilke *
Rödermark­Urberach, Director and Managerial Employee,
HOCHTIEF Construction AG
Dr. jur. Dietmar Kuhnt
Essen, Former Chairman of the Executive Board of RWE AG,
Essen
a)
Gerhard Peters *
Butzbach, Deputy Chairman, Works Council Chairman,
HOCHTIEF Construction AG, Southwest Division
a)
HOCHTIEF Construction AG
Alois Binder *
Wyhl, Deputy Works Council Chairman, HOCHTIEF Construc­
tion AG, Southwest Division
Detlev Bremkamp
Munich, former member of the Board of Management, Allianz AG
a)
b)
Asea Brown Boveri AG
A.C.I.F (Allianz Compagnia Italiana Finanziamenti S.p.A.)
Mondial Assistance S.A.S.
Lloyd Adriatico S.p.A.
b)
Sergio Marchionne – from May 10, 006 –
Turin, CEO Fiat S.p.A., Turin
b)
CNH Global N.V. (Chairman)
European Automobile Manufacturers Association (ACEA) (Chairman)
Serono SA
SGS SA (Chairman)
Udo Paech *
Berlin, Member of the Works Council, HOCHTIEF Construc­
tion AG, Northeast Division
Dr. jur. Gerhard Cromme – until May 10, 006 –
Essen, Chairman of the Supervisory Board of ThyssenKrupp
AG, Düsseldorf
Gerrit Pennings * – from May 10, 006 –
Kirchheim, Works Council Chairman, HOCHTIEF Facility
Management GmbH, South Division
a)
Gerd Peskes, – from May 10, 006 –
Düsseldorf, Auditor
b)
Allianz SE
Axel Springer AG
Deutsche Lufthansa AG
E.ON AG
Siemens AG
ThyssenKrupp AG (Chairman)
BNP Paribas S.A.
Compagnie de Saint­Gobain
SUEZ S.A.
Günter Haardt *
Frankfurt am Main, Executive Manager, Vermögensverwal­
tungs­ und Treuhandgesellschaft mbH der Industriegewerk­
schaft Bauen­Agrar­Umwelt (the asset management and trust
company of the Construction, Agricultural and Environmental
Employees’ Union), Frankfurt am Main
a)
b)
HOCHTIEF Construction AG
apm alpha print medien AG
Ulrich Hartmann
Düsseldorf, Chairman of the Supervisory Board of E.ON AG,
Düsseldorf
a)
b)
Deutsche Bank AG
Deutsche Lufthansa AG
E.ON AG (Chairman)
IKB Deutsche Industriebank AG (Chairman)
Münchener Rückversicherungs­Gesellschaft AG
Henkel KGaA
Professor Dr. Herbert Henzler – until May 10, 006 –
Munich, Vice Chairman of the Advisory Council of Credit
Suisse Group, Zurich
a)
SMS GmbH
FC Bayern München AG
a)
b)
apetito AG
ARAG AG (Chairman)
ARAG Allgemeine Rechtsschutz Versicherungs­AG (Chairman)
Claas KGaA
Custodia Holding AG
Nymphenburg Immobilien AG
Semper idem.Underberg AG
Clair Finanz Holding AG
Mövenpick Holding AG
Mövenpick Hotels & Resorts Management AG
MPW Mövenpick Wein AG
RHI AG
Treibacher Industrie AG
Underberg AG
von Roll Holding AG
Zwack Unicum Rt.
Professor Dr. jur. Dr.-Ing. E. h. Heinrich v. Pierer
Erlangen, Chairman of the Supervisory Board of Siemens AG,
Berlin & Munich
a)
Deutsche Bank AG
Münchener Rückversicherungs­Gesellschaft AG
Siemens AG (Chairman)
ThyssenKrupp AG
Volkswagen AG
Professor Dr. rer. nat. Wilhelm Simson
– from May 10, 006 –
Munich, former Chairman of the Board of Management, E.ON
AG, Düsseldorf
a)
b)
Josef Hess * – until May 10, 006 –
Vilshofen, Warehousekeeper and Deputy Chairman of the
Central Works Council (HOCHTIEF Construction AG)
0
Allianz Versicherungs­AG
BDO Deutsche Warentreuhand AG
Dresdner Bank AG
GEA Group AG
Hapag­Lloyd AG
RWE AG (until April 1, 006)
TUI AG
COMSTAR ­United Telesystems­ Moscow
E.ON AG
Frankfurter Allgemeine Zeitung GmbH
Merck KGaA (Chairman)
E. Merck OHG
Freudenberg & Co.
Jungbunzlauer Holding AG
Fritz Voelkner *
Duisburg, Member of the Works Council, HOCHTIEF Con­
struction AG, West Division
Dr.-Ing. E. h. Heinrich Weiss – until May 10, 006 –
Hilchenbach­Dahlbruch, Chairman of the Managing Board of
SMS GmbH, Düsseldorf
a)
b)
Commerzbank AG
Deutsche Bahn AG
SMS Demag AG (Chairman)
Voith AG
Bombardier Inc.
Thyssen­Bornemisza Group
Klaus Wiesehügel *
Königswinter, National Chairman of the Construction, Agricul­
tural and Environmental Employees’ Union, Frankfurt am Main
a)
Zusatzversorgungskasse des Baugewerbes VVaG (Chairman)
Supervisory Board Committees
Mediation Committee pursuant to Sec. 27 (3) of the
Codetermination Act (MitbestG)
Dr. rer. pol. h. c. Martin Kohlhaussen (Chairman)
Gerhard Peters
Josef Hess (until May 10, 006)
Dr. jur. Dietmar Kuhnt
Klaus Wiesehügel (from May 10, 006)
Human Resources Committee
Dr. rer. pol. h. c. Martin Kohlhaussen (Chairman)
Gerhard Peters (Deputy Chairman)
Alois Binder (from May 10, 006)
Dr. jur. Dietmar Kuhnt
Professor Dr. Wilhelm Simson (from May 10, 006)
Audit Committee
Dr. jur. Dietmar Kuhnt (Chairman)
Gerhard Peters (Deputy Chairman)
Alois Binder (from May 10, 006)
Detlev Bremkamp
Günter Haardt (from May 10, 006)
Professor Dr. Herbert Henzler (until May 10, 006)
Dipl.­Ing. Gerhard Hilke (until May 10, 006)
Gerd Peskes (from May 10, 006)
Management Committee
All members of the Executive Board of HOCHTIEF
Aktiengesellschaft
Dr.-Ing. E. h. Friedel Abel
Chairman of the Executive Board of HOCHTIEF Construction AG
Dr.-Ing. Reinhard Kalenda
Chief Executive Officer, HOCHTIEF AirPort GmbH
International Committee
All members of the Executive Board of HOCHTIEF
Aktiengesellschaft
Wal M. King
CEO and Managing Director
Leighton Holdings Limited, Sydney, Australia
Peter J. Davoren
CEO and Chairman
Turner Construction Company, New York, USA
Executive Board
Professor Dr.-Ing. Dr.-Ing. E. h. Hans-Peter Keitel
– until March 1, 007 –
Essen, Chairman of the Executive Board of HOCHTIEF
Aktiengesellschaft, Essen
a)
b)
Eurohypo Aktiengesellschaft
HOCHTIEF Construction AG
National­Bank AG
HOCHTIEF AUSTRALIA Ltd.
Leighton Holdings Limited (Deputy Chairman)
SGS SA
Attorney-at-law Albrecht Ehlers
Herdecke, Member of the Executive Board of HOCHTIEF
Aktiengesellschaft, Essen
a)
b)
Glunz AG
HOCHTIEF Facility Management GmbH
Schindler Deutschland Holding GmbH
Builders’ Credit Reinsurance Company S.A.
Contractors’ Casualty & Surety Reinsurance Company S.A.
Dr. rer. pol. Burkhard Lohr
Haltern am See, Member of the Executive Board of
HOCHTIEF Aktiengesellschaft, Essen
Dr.-Ing. Herbert Lütkestratkötter
Essen, Deputy Chairman of the Executive Board of
HOCHTIEF Aktiengesellschaft, Essen
– from April 1, 007, Chairman of the Executive Board of
HOCHTIEF Aktiengesellschaft –
a)
b)
HOCHTIEF Construction AG (Chairman)
HOCHTIEF Facility Management GmbH (Chairman)
ThyssenKrupp Elevator AG
TÜV Rheinland Holding AG
The Turner Corporation
Leighton Holdings Limited
Dr. rer. pol. Peter Noé
Essen, Member of the Executive Board of HOCHTIEF
Aktiengesellschaft, Essen
a)
b)
Flughafen Düsseldorf GmbH (Chairman)
Athens International Airport S.A.
HOCHTIEF AUSTRALIA Ltd.
HOCHTIEF AUSTRALIA HOLDINGS Ltd.
Leighton Holdings Limited
Professor Dr.-Ing. Martin Rohr
Essen, Member of the Executive Board of HOCHTIEF
Aktiengesellschaft, Essen
a)
b)
Flughafen Hamburg GmbH
Arenberg­Recklinghausen GmbH (Chairman)
Dr. rer. pol. Hans-Georg Vater
– until March 1, 006 –
Ratingen, Member of the Executive Board of HOCHTIEF
Aktiengesellschaft, Essen
a)
b)
HOCHTIEF Construction AG
SAB Spar­ und Anlageberatung AG
Athens International Airport S.A.
Illbruck GmbH
Representative Directors
Henning Mähl, Essen
Attorney-at-law Hartmut Paulsen, Düsseldorf
1