Annual Report 2006 - Evonik Industries
Transcription
Annual Report 2006 - Evonik Industries
RAG BETEILIGUNGS-GROUP RAG BETEILIGUNGS-GROUP 2006 ANNUAL REPORT P E N T- U P E N E R G Y R E L E A S E S N EW FORCES. This Report is not intended for distribution in the United States of America, Canada, Australia or Japan * 2006 ANNUAL REPORT RAG Beteiligungs-AG Rellinghauser Straße 1 –11 45128 Essen Germany E-Mail: [email protected] www.rag.de Etna, Sicily Crater Lake, Oregon Fujisan, Japan Hekla, Iceland Kilauea, Hawaii RAG, Essen Pico del Teide, Tenerife Pinatubo, Philippines Popocatépetl, Mexico Santorini, Greece Stromboli, Sicily Vesuvio, Italy *ACTIVE It takes a long time for pent-up energy to explode, but once it does, it releases a new force. RAG Beteiligungs-AG's planned IPO under a new name will bring a new force to capital markets. RAG BETEILIGUNGS-GROUP RAG BETEILIGUNGS-GROUP 2006 ANNUAL REPORT P E N T- U P E N E R G Y R E L E A S E S N EW FORCES. This Report is not intended for distribution in the United States of America, Canada, Australia or Japan * 2006 ANNUAL REPORT RAG Beteiligungs-AG Rellinghauser Straße 1 –11 45128 Essen Germany E-Mail: [email protected] www.rag.de Etna, Sicily Crater Lake, Oregon Fujisan, Japan Hekla, Iceland Kilauea, Hawaii RAG, Essen Pico del Teide, Tenerife Pinatubo, Philippines Popocatépetl, Mexico Santorini, Greece Stromboli, Sicily Vesuvio, Italy *ACTIVE It takes a long time for pent-up energy to explode, but once it does, it releases a new force. RAG Beteiligungs-AG's planned IPO under a new name will bring a new force to capital markets. 127 Stromboli (926 m), Sicily Group Structure Publication Credits Key Figures RAG BETEI LIGUNGS-GROUP CH EMICALS EN ERGY R E A L E STAT E Specialty Materials Building Blocks Feed Additives Coatings & Colorants Exclusive Synthesis & Catalysts Superabsorber High Performance Polymers Aerosil & Silanes Care & Surface Specialties Advanced Fillers & Pigments C4Chemistry As of January 1, 2007 Specialty Acrylics Methacrylates Energy Real Estate € million 14,793 14,181 EBITDA € million 2,280 2,107 EBIT ROCE Energy Real Estate S H A R E D S E RV I C E C E N T E R Consumer Solutions % 15.4 14.9 € million 1,234 1,108 % 8.8 7.8 Net income € million 1,045 195 Total assets € million 21,043 23,750 Equity ratio % 20.5 22.1 Cash flow from operating activities € million 1,098 1,147 Capital expenditures1) € million 959 1,194 Depreciation and amortization1) € million 974 980 Net financial debt € million 5,434 5,649 43,175 45,196 Number of employees as of December 31 1) 2005 Sales EBITDA margin Technology Specialties 2006 Intangible assets; property, plant and equipment; investment properties Publisher RAG Beteiligungs-AG Rellinghauser Straße 1 –11 45128 Essen, Germany E-Mail: [email protected] www.rag.de Contact Communications and Management Board Office Telephone + 49 (0) 201-177 38 99 Fax + 49 (0) 201-177 29 11 Investor Relations Telephone + 49 (0) 201-177 20 89 Fax + 49 (0) 201-177 20 97 [email protected] Design and layout Kuhn, Kammann & Kuhn AG, Cologne, Germany Photography Vulkanarchiv, Bochum, (cover, p. 2, p. 4) Getty Images (p. 6) Corbes (p. 8) Claudia Kempf, Wuppertal (p. 10) Translation Gehlert GmbH, Legal and Financial Translations, Frankfurt am Main, Germany Typesetting Zerres GmbH, Leverkusen, Germany Printing and lithography Laupenmühlen Druck GmbH & Co. KG, Bochum, Germany 127 Stromboli (926 m), Sicily Group Structure Publication Credits Key Figures RAG BETEI LIGUNGS-GROUP CH EMICALS EN ERGY R E A L E STAT E Specialty Materials Building Blocks Feed Additives Coatings & Colorants Exclusive Synthesis & Catalysts Superabsorber High Performance Polymers Aerosil & Silanes Care & Surface Specialties Advanced Fillers & Pigments C4Chemistry As of January 1, 2007 Specialty Acrylics Methacrylates Energy Real Estate € million 14,793 14,181 EBITDA € million 2,280 2,107 EBIT ROCE Energy Real Estate S H A R E D S E RV I C E C E N T E R Consumer Solutions % 15.4 14.9 € million 1,234 1,108 % 8.8 7.8 Net income € million 1,045 195 Total assets € million 21,043 23,750 Equity ratio % 20.5 22.1 Cash flow from operating activities € million 1,098 1,147 Capital expenditures1) € million 959 1,194 Depreciation and amortization1) € million 974 980 Net financial debt € million 5,434 5,649 43,175 45,196 Number of employees as of December 31 1) 2005 Sales EBITDA margin Technology Specialties 2006 Intangible assets; property, plant and equipment; investment properties Publisher RAG Beteiligungs-AG Rellinghauser Straße 1 –11 45128 Essen, Germany E-Mail: [email protected] www.rag.de Contact Communications and Management Board Office Telephone + 49 (0) 201-177 38 99 Fax + 49 (0) 201-177 29 11 Investor Relations Telephone + 49 (0) 201-177 20 89 Fax + 49 (0) 201-177 20 97 [email protected] Design and layout Kuhn, Kammann & Kuhn AG, Cologne, Germany Photography Vulkanarchiv, Bochum, (cover, p. 2, p. 4) Getty Images (p. 6) Corbes (p. 8) Claudia Kempf, Wuppertal (p. 10) Translation Gehlert GmbH, Legal and Financial Translations, Frankfurt am Main, Germany Typesetting Zerres GmbH, Leverkusen, Germany Printing and lithography Laupenmühlen Druck GmbH & Co. KG, Bochum, Germany 01 CONTENTS 02 10 12 57 63 117 ACTIVE Foreword Management Report 12 The RAG Beteiligungs-Group: Ready for the stock market 14 Economic environment 18 RAG Beteiligungs-Group operations 23 Financial performance 24 Cash flow 28 Financial position 29 Technology Specialties 32 Consumer Solutions 34 Specialty Materials 36 Energy 39 Real Estate 40 Other operations 43 Human resources 46 Non-financial performance indicators 47 Risk report 52 Outlook 54 Events after the balance sheet date Consolidated Financial Statements of RAG Beteiligungs-AG Notes to the Consolidated Financial Statements of RAG Beteiligungs-AG Other Information 02 Releasing energy to effect change.* *POWER Pent-up energy rushes forth, altering the landscape. The sheer force that unleashes hidden potential can only surge straight ahead, effecting change, creating space for something new. It’s a force to be reckoned with. 왘 ACTIVE Foreword Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings 03 Piton de la Fournaise (2,631 m), Kapor crater, La Réunion 04 Creativity forges a new world and new values.* * ST R U C T U R E The forces of nature join together to form a backdrop of impressive beauty and transparency. While nature may leave things to chance, the new industrial group will take fate into its own hands when it goes public. The three business areas – Energy, Chemicals, and Real Estate – will stand for stable dividends and growth potential. The new company will create value for investors, employees, and customers. 왘 ACTIVE Foreword Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings White calcium terraces, Pamukkale, Turkey 05 06 Ambitious goals.* *YIELD Once it erodes, lava turns into fertile topsoil, providing a basis upon which new life can flourish. But first the ground needs to be worked before it can bear fruit. The new RAG Beteiligungs-Group has created this sort of basis with attractive business areas aimed at market and technological leadership. Going public will accelerate growth of this young company. 왘 ACTIVE Foreword Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings Tea plantation, Mount Fuji (3,776 m), Japan, Honshu island 07 08 Forging the future from enormous potential.* * C R E AT I O N When primeval forces are at work, an island can arise from nowhere. New territory. Thanks to its bold new strategic orientation, RAG Beteiligungs-AG has created the backdrop for a new company. Going public will put a face on this potential. 왘 ACTIVE Foreword Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings 09 Atolls of the Maldives 10 Ladies and Gentlemen, Over the past three years, we have completely restructured RAG Beteiligungs-AG. The move required resolve, persistence, and a dedicated adherence to our strategy. We streamlined our portfolio at a rapid pace and continued at high momentum to complete the reorganization of our corporate structure. RAG Beteiligungs-AG today is a different company than it was just a few years ago. It possesses both substance and energy. The industrial enterprise now has a clear profile, is growth oriented and is creating value – for its employees, its future shareholders and the state of North Rhine-Westphalia. Now we’re ready for the next step. Going public, and the direct access to the capital market that this will provide us, will fuel a new phase of profitable growth. The complete acquisition of Degussa in 2006 was a crucial step for our company. We were able to carry out the shareholder squeeze-out in the record time of just three and one-half months. Degussa’s sale of its Construction Chemicals activities to BASF and the sale of DBT GmbH to Bucyrus in the U.S. were other major milestones in an in-depth portfolio adjustment. These transactions embodied the best-owner principle, meaning that they were executed by mutual consent with the employee representatives. This bodes well for all employees, including those under the new owners. Concurrently, we have been creating the framework for a modern, efficient company. We will thus be able to reduce administrative costs significantly while structuring management and service processes much more effectively. Our group will become faster on its feet. The transformation of RAG Beteiligungs-GmbH into a publicly held company (NewCo), the staffing of the NewCo management board, and the transfer of staff to the new Corporate Center and Shared Service Center were pillars of our reorganization. Our new structure now stands. We were successful even during our last year of restructuring as the 2006 figures impressively demonstrate. Group sales climbed 4 percent to €14.8 billion. EBIT surpassed the billion euro mark, growing 11 percent to €1.2 billion despite the fact that Construction Chemicals, Saar Ferngas, and DBT were reported as discontinued operations and were not included in EBIT. We were also able to reduce net debt in the course of the year by approximately €200 million to €5.4 billion. Making it all the more remarkable is the fact that these figures already take into account the Degussa takeover. The next tasks await us on our path to the capital markets in the weeks and months to come: 쮿 Establishing a foundation to deal with inherited coal mining liabilities of unlimited duration 쮿 Renaming the industrial group 쮿 Passing a coal mining financing law that will anchor the future of the German coal mining industry and thus guarantee the principle of social compatibility (i.e., no forced redundancies) 쮿 Listing NewCo on the stock exchange ACTIVE 왘 Foreword Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings From left to right: Dr. Alfred Oberholz (Chemicals), Dr. Klaus Engel (Chemicals), Dr. Alfred Tacke (Energy), Dr. Werner Müller (CEO), Ulrich Weber (Human Resources), Dr. Peter Schörner (Real Estate and Controlling), Heinz-Joachim Wagner (CFO) Our thanks go to all those involved in the political process, to the IG BCE trade union, and to our shareholders who have supported us along the way. We also thank our employees, whose commitment has brought the Group to where it is today. Our planned IPO is a bold signal that expresses optimism about the future – of our company, of all our employees and of the state of North Rhine-Westphalia. Dr. Werner Müller, Chairman of the Management Board 11 12 Combined Management Report 2006 of the RAG Beteiligungs-Group and RAG Beteiligungs-AG This management report is a combined Management Report of RAG Beteiligungs-AG and RAG Beteiligungs-Group. Due to the influence of the segments, statements made by the RAG Beteiligungs-Group regarding developments within these segments also apply to RAG Beteiligungs-AG. The consolidated financial statements were prepared in accordance with International Financial Reporting Standards (IFRS), and the separate financial statements of RAG Beteiligungs-AG were prepared in accordance with the provisions of the German Commercial Code (HGB). THE RAG BETEILIGUNGS-GROUP: READY FOR THE STOCK MARKET The goal is to float the RAG Beteiligungs-Group, which comprises the industrial activities of the RAG Group, on the stock market. In recent years, we have undertaken a radical program of strategic realignment. What used to be a heavily diversified group of companies has been transformed into a modern industrial enterprise, encompassing business areas in the promising fields of energy, chemicals, and real estate. An important milestone in this process was the takeover of Degussa in September 2006. In the course of strategic realignment, we have also divested ourselves of more than 480 companies that were operating in areas outside of our core target markets. The combined annual sales of these companies was in excess of €8 billion. More than one-quarter of these divestments were completed in fiscal 2006. Furthermore, we implemented Project “Sirius”, which involved a comprehensive review and optimization of all management and service processes within the Group, creating a flexible and powerful organization that is able to meet the challenges of international competition. Well positioned The Chemicals business area of the RAG Beteiligungs-Group encompasses the operations of Degussa. We are the global market leader in specialty chemicals and the third-largest German chemicals company. The chemicals operations are broken down into 12 business units, each of which is allocated to one of the three segments of Technology Specialties, Consumer Solutions, and Specialty Materials. These segments represent the strong core competencies of the Chemicals business area, and each brings together activities that have comparable business models and similar factors determining their strategic success. Our strategy is to achieve market leadership in all of our chemicals activities, an objective that we have already achieved in more than 80 percent of our activities. In addition to our strong customer focus, research and development are key elements in our bid to consolidate and build upon our global technological leadership. We already generate 20 percent ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings of our sales in the Chemicals business area from products that are less than five years old. The Chemicals business area has production facilities in more than 27 countries. We intend to benefit in the medium term, in particular, from the strong growth in Asia, Eastern Europe, and Latin America. The Energy business area covers the activities of STEAG. This is an area in which we have been planning, building, and operating coal-fired power plants for nearly 70 years. The total installed electrical output is around 9,000 megawatts. We are Germany’s fifthlargest power generator and operate eight coal-fired power plants across the country as well as an additional three large-scale coal-fired power plants in Columbia, Turkey, and the Philippines. Our key competitive strengths are technological leadership in coal-fired electricity generation, decades of wide-range experience in the power generation industry, a strong international profile, and an excellent reputation for putting together complex project financing. We have also achieved a strong market position in the production of energy from biomass and biofuel as well as in geothermal energy. We are the global leaders in the use of mine gas for energy generation. Over the medium term, we aim to significantly strengthen our position in the power generation market. A key area in which we hope to achieve this is the planning, financing, construction, and operation of coal-fired power plants in Germany in line with the “Clean Competitive Electricity from Coal” (CCEC) concept, which aims to optimize the use of resources and generate substantial cost savings with exemplary efficiency. The laying of the foundation stone for the most modern coal-fired power station in Europe in November 2006 in Duisburg-Walsum represented a major step forward in this direction. The Real Estate business area encompasses the operations of RAG Immobilien. This business area focuses on leasing residential space to private households. With a total of more than 65,000 residential units housing more than 150,000 people, we are one of the largest providers of residential property in Germany. The high quality of our properties is one of our key competitive advantages, and our vacancy rates are well below the industry average. In the medium term, we plan to significantly expand this portfolio. We believe the market for high-quality residential property in the Rhine-Ruhr area offers excellent prospects, with industry forecasts anticipating long-term stable growth. We plan to round out our portfolio with further acquisitions in the attractive Rhineland corridor between Düsseldorf and Bonn. Successful completion of Degussa takeover Finalization of the Degussa takeover in 2006 represented a major step forward in focusing our business portfolio. In January 2006, RAG Projektgesellschaft mbH made a voluntary public offer to the shareholders of Degussa AG for their shares in the company. By the end of March 2006, RAG Projektgesellschaft mbH had acquired direct and indirect shares representing more than 95 percent of the share capital of Degussa AG and began transferring the shares of minority shareholders to the majority shareholder in return for adequate cash compensation pursuant to Section 327a of the German Stock Corporation Act (“shareholder squeeze-out”). The shareholder squeeze-out and conclusion of a control and profit and loss transfer agreement with RAG Projektgesellschaft mbH was resolved by the annual general meeting of Degussa AG held on May 29, 2006. Both resolutions took effect upon entry in the commercial register on September 14, 2006. Trading in Degussa AG shares was suspended at the close of trading on September 15, 2006. 13 14 Project “Sirius” creates lean and efficient Group structure In line with our objective of putting the RAG Beteiligungs-Group on the stock market, we initiated Project “Sirius” in the summer of 2005. The project focused on optimizing all management and service processes within the Group. We were able to complete this project in just 15 months. As a result, our Group has been managed by a strategic Corporate Center since January 1, 2007. Key employees from RAG Group headquarters and the head offices of Degussa, STEAG, RAG Immobilien, and RAG Coal International along with other Group companies were brought together in the new Corporate Center. At the same time, the top-level companies in the subgroups were transformed into GmbHs (private limited companies). The Corporate Center and the operating units are supported by RAG Service GmbH, to which all company-wide support services such as administrative and IT, purchasing, and payroll for RAG, Degussa, STEAG, RAG Immobilien, and RAG Coal International have been transferred. Around 4,700 employees were affected by the structural changes, all of whom were assigned new tasks and functions within the Group. The Group now has a much flatter structure with short decision-making routes between the operating businesses and the head office, resulting in greater transparency and significantly reduced administrative costs. ECONOMIC ENVIRONMENT The global economy The global economy continued its growth trajectory in 2006, although the regional centers of growth shifted. This was particularly true for the industrialized nations. The U.S. economy lost some of its momentum from previous years, and the Japanese economy remained at the moderate pace of expansion that began in the second quarter. In the eurozone, however, the economic upturn gained further ground. The competitive position of German companies improved perceptibly as a result of ongoing restructuring, which helped to drive growth and significantly improved the competitiveness of the German economy. The overall strength of the European economy pushed the euro to a new high against the U.S. dollar of USD 1.34 in December 2006 following a slight mid-year dip. Due to the persistent weakness of the Japanese yen (JPY), the euro also appreciated substantially against this currency over the course of the year, reaching a record high of JPY 157 at the end of December 2006. Producer prices rose by 5.5 percent in 2006. This was the strongest growth in 24 years, primarily as a result of rising energy prices, which increased on average by 16 percent. At the end of the year, the price of natural gas was almost 10 percent higher than at the beginning of 2006. Oil markets witnessed an abrupt turnaround in the summer. Prices fell from the high of USD 78 reached at the start of August to just USD 57 (Brent crude) at the end of October. The main reasons for this sharp drop in the price of oil were an amelioration of conditions at various crises points in the Middle East and the failure of the anticipated season of fierce hurricanes to materialize in the Gulf of Mexico. These factors caused the risk premium that had already been priced in by the market to decrease dramatically. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings The German economy continued to grow at a rapid pace, providing significant impetus to the eurozone as a whole. The gross domestic product (GDP) grew by 2.9 percent in real terms, while consumer prices rose only 1.7 percent. As in previous years, growth continued to be underpinned by strong export growth. Domestic demand also picked up considerably. In the construction sector, capital spending increased in 2006 for the first time in 10 years, and the economic growth increasingly benefited the labor market. Europe as a whole experienced dynamic economic growth. Domestic demand picked up dramatically on the back of the perceptible improvements in the labor market. The key driver was capital spending, particularly in the construction sector. GDP increased in Europe by 2.7 percent in real terms, while consumer prices rose 2.2 percent. Strong exports underpinned growth, mainly in the new member states of the European Union. In Russia, growth in real GDP is expected to be 6.5 percent for 2006. Due to the strong economic data in the eurozone, the European Central Bank raised interest rates on five separate occasions from 2.25 percent to the most recent rate of 3.5 percent in order to counter inflationary tendencies. Until the spring of 2006, the United States was one of the main engines driving global economic growth. As the year progressed, however, growth in the U.S. began to lose some of its momentum. In particular, a slight downturn in the real estate market had a curbing effect on the economy as a whole. Nonetheless, real GDP rose by 3.5 percent in the U.S. The increase in consumer prices was limited to 3.2 percent thanks to declining energy prices. In Japan, the economic recovery continued at a steady pace, while consumer prices saw further moderate growth. Production was driven by strong exports and steady domestic demand, which was underpinned primarily by high levels of corporate capital expenditures. Real GDP growth was 2.3 percent. The increase in producer prices reached a historically high level due to increases in the price of raw materials and commodities along with strong consumer demand. Asia’s emerging economies experienced strong expansion in 2006, although growth has declined slightly of late. Following rapid growth in the first half of the year, domestic demand cooled in most of the region’s major economies, while foreign trade – particularly within Asia – saw very strong growth. The smaller economies benefited the most from the robust growth in intra-regional trade. Overall, foreign trade remained a key growth factor for the region. China’s economy grew more strongly in 2006 than in the past 11 years, achieving double-digit growth rates once more. In China and Hong Kong, real GDP rose by 10.7 percent in 2006, while an increase of 5.2 percent is expected for East Asian economies. In recent months, prices in Asia have reflected the slight increase in inflationary pressures, resulting in particular from higher commodity prices. 15 16 Growth momentum continued in Latin America in 2006, with real GDP forecast to increase by 4.3 percent. This growth has been driven by the strong domestic demand seen in most countries. As a leading producer of raw materials, Latin America has also benefited from the strong price increases in commodity markets. The inflation rate continued to fall and general economic conditions in the individual countries varied greatly. Sectors Germany’s chemical industry continued to grow in 2006 in the face of global economic growth. The upturn in domestic demand was particularly encouraging, driven primarily by industry and the construction sector. Overall sales revenues in the German chemical industry reached a level of €162 billion, while production of chemicals increased by 3.5 percent. Commodity prices and energy prices stagnated at a high level. The good performance of the chemicals industry enabled many companies in the sector to pass on most of the price rises in energy and commodities to customers. Further price increases were observed for primary chemicals in the petrochemicals sector. In contrast with the previous year, fine chemicals and specialty chemicals benefited particularly strongly from the healthy economic growth. Worldwide, the chemicals industry increased production by 4.2 percent. The growth rate in the EU was slightly lower at 3.6 percent. Asia experienced above-average growth in production of 6.5 percent. Growth in the U.S. was substantially below the global average at just 2 percent. Although the energy sector was depressed by the regulation of the German electricity supply business, the negative effect of this was more than offset by the increase in electricity and gas prices and the weather-driven boost in sales volumes at the beginning of 2006. Energy consumption in Germany rose in 2006 by 1.2 percent to 493 million tce (tons of coal equivalent). Consumption of natural gas increased by 1.5 percent. The use of natural gas for power generation increased by a hefty 4 percent. Consumption of diesel and heating oil increased, while sales of petroleum fuels and naphtha for the chemical industry fell. Overall, oil remained by far the biggest source of energy, accounting for nearly 36 percent of the total. The use of coal increased in both the electricity generation industry and the steel industry, up 1.7 percent for the two industries combined. Coal covered 13 percent of the total primary energy requirement in Germany. Hydroelectric and wind power generation declined, but power generation from wood, biofuel, and other renewable energies increased. In total, renewable energies accounted for 5.3 percent of primary consumption, up 16 percent from the previous year. The German housing market has been experiencing something of a boom for the past few years. Increasing amounts of foreign capital have flowed into the sector since 2004, and there is a growing trend toward the purchase of large blocks of residential housing. Over the past three years, approximately 550,000 homes have been acquired for a total amount of some €20 billion. For the most part, the sellers have been local municipal authorities and large companies. This illustrates the continuing trend for companies to focus on their core business and the growing use of property sales by local authorities to keep public sector finances in balance. Moreover, the fact that property prices in Germany ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings fell by 2 percent between 1995 and 2005 while rising substantially in other European countries – in some cases by well more than 100 percent – is an argument in favor of investing in the German residential property market. The market as a whole is characterized by long tenancy periods (10 years on average), low vacancy rates, and a low level of new construction. Legal influences on the Group The new European policy on chemicals will take effect on June 1, 2007 in the form of the REACH directive (Registration, Evaluation, and Authorization of Chemicals). The Directive aims to improve safety in the handling of chemical substances with particularly dangerous properties. These types of substances are used by nearly all companies in the manufacturing sector. For the chemicals industry, this new EU legislation on the registration, evaluation, and authorization of chemicals is the most significant regulatory development for decades. REACH presents a tremendous challenge for the industry as its implementation involves substantial additional costs and greater bureaucracy. Nevertheless, we welcome this chemicals legislation as it allows us to plan our business with greater certainty. One particularly positive aspect is that our in-house expertise will be better protected. Implementing the Directive will, however, entail increased costs, primarily because of the more stringent authorization procedures and the introduction of the screening test for registration of substances that are toxic to reproduction. In the Kyoto Protocol, the signatory states committed to reduce their collective emission of greenhouse gases to an average of 5.2 percent below 1990 levels by the year 2012. For EU countries, the objective of a preventive climate policy is to achieve an 8 percent reduction. One policy instrument for working toward this objective is the issue of emissions rights. In 2005, a new market was created in Europe with the launch of emission trading, which allocated emission rights to companies that operate relevant industrial plants. These certificates are only valid in the initial allocation period (2005 to 2007). The current uncertainty about the future of emissions trading in the second allocation period (2008 to 2012), the recent fall in commodity prices, and the unusually warm winter in 2006 have pushed the price of emissions rights to a record low. At the beginning of 2006, the price reached almost €30 on the Leipzig electricity exchange, but by December had fallen to €6.55 per certificate. Within the RAG Beteiligungs-Group, the Energy and Chemicals business areas, in particular, are subject to emission trading. As a major energy consumer, the Chemicals business area is also affected by the impact of emission trading on energy costs. 17 18 RAG BETEILIGUNGS-GROUP OPERATIONS The RAG Beteiligungs-Group operates in the attractive business areas of energy, chemicals, and real estate. Under its new operational structure, the operating business is now broken down into five segments: Technology Specialties, Consumer Solutions, Specialty Materials, Energy and Real Estate. Summary of business trends We enjoyed considerable success in fiscal 2006, expanding our core business activities in all regions. Sales rose by 4 percent to a total of €14.8 billion. EBIT improved by 11 percent to €1.234 billion, with the Chemicals business area making a major contribution based on higher sales volumes, high capacity utilization, and considerable success with cost-cutting measures. Earnings in the Chemicals business area continued to suffer, however, from further increases in the cost of energy and raw materials relative to the previous year, as it was only possible to pass on these cost increases to customers in the form of higher prices to a limited extent. The Energy and Real Estate business areas also produced good results, but did not match the results of the prior year, which had been enhanced by special items. Total profit before tax nearly tripled to €1.502 billion, primarily as a result of gains on the disposal of our Construction Chemicals activities. Strong global presence RAG Beteiligungs-Group operates around the world. In fiscal 2006, we generated 60 percent of our sales outside Germany, representing a year-on-year increase of 2 percentage points in the share of sales generated abroad. In Germany, sales increased slightly to €5.941 billion. Germany is our largest single market, accounting for 40 percent of total sales. Sales in the rest of Europe increased by 5 percent to €3.788 billion, or 26 percent of total sales. We also continued to grow our business in North America, achieving an 8 percent increase in sales to a total of €2.211 billion, or 15 percent of total sales. In Asia, our business activities experienced considerable growth. Due to the first-time consolidation of various companies, sales in Asia increased by 7 percent to €2.152 billion, likewise representing 15 percent of total sales. We also achieved significant sales growth in Central and South America with a 14 percent increase in sales to a total of €469 million. RAG Beteiligungs-Group: Sales by region € million 2006 2005 Germany 5,941 5,896 Rest of Europe 3,788 3,596 North America 2,211 2,050 Asia 2,152 2,006 Central and South America 469 411 Rest of world, consolidation 232 222 14,793 14,181 External Group sales (continuing operations) ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings The regional breakdown of employees as of December 31, 2006 reveals a similar picture: 66 percent of our employees (28,593 people) work in Germany. The decline of 3 percentage points in the share of employees working in Germany compared with the previous year is a result of divestments made during the year. A total of 4,379 people were employed in the rest of Europe, equivalent to 10 percent of the total workforce (2005: 11 percent). In North America, the number of employees fell by 14 percent to 3,691. The proportion of employees working in North America thus fell by 1 percentage point to 9 percent. In Asia, the number of employees increased by 48 percent to 5,757, bringing the percentage of the workforce employed in Asia to 13 percent (2005: 9 percent). This was attributable in large part to the first-time consolidation of joint ventures in China. In Central and South America, the number of employees dropped by 7 percent to 469. RAG Beteiligungs-Group: Number of employees by region 2006 2005 28,593 31,272 Rest of Europe 4,379 4,929 North America 3,691 4,294 Asia 5,757 3,891 469 506 Germany Central and South America Rest of world Number of employees (continuing operations) 286 304 43,175 45,196 Optimization of the business portfolio In the course of focusing on the identified growth areas, we continued optimizing our portfolio in fiscal 2006 and selectively expanding our core operations. In addition to the takeover of Degussa – our most significant acquisition in 2006 – we divested ourselves of various companies and acquired others. In the Chemicals business area, transfer of our Food Ingredients activities to Cargill, a U.S. firm in Minneapolis, which had been agreed in September 2005, was completed in April 2006 after all authorizations had been granted. The Water Chemicals business was also sold off in the spring of 2006 to another U.S. firm, Ashland Inc. We sold our Construction Chemicals activities to BASF AG, Ludwigshafen, effective July 1, 2006. Oxxynova GmbH & Co. KG, Marl, was sold to a subsidiary of the ARQUES Group, Starnberg, in October 2006. Raylo Chemicals Inc. in Canada and its Clover Bar location were sold to Gilead Sciences, Foster City, California. At the end of December 2006, we divested ourselves of the Industrial Chemicals business via two management buyouts. In China, we reinforced our Chemicals activities by investing in several joint ventures. In the Energy business area, our 76.9 percent share in Saar Ferngas AG was sold to RWE Energy AG, Dortmund, effective December 31, 2006. The transaction, which will take us out of the gas distribution business, has not yet been approved by cartel authorities, however. Furthermore, 49.9 percent of our 100 percent stake in SOTEC was sold to BKB AG Helmstedt, a 100 percent subsidiary of E.ON Kraftwerke GmbH with an option to sell the remaining shares in 2008. We also acquired shares in Elektrocieplownia Zdunska Wola Sp.z.o.o., Zdunska Wola, Poland, as part of our Zdunska Wola district heating project. 19 20 In the Real Estate business area, RIAG Gebäudemanagement GmbH was sold to GHH Facility Management Holding GmbH, Osnabrück, and the operations of RAG Gewerbeimmobilien GmbH (RGI) were sold to COVER Projektentwicklung GmbH, Düsseldorf, both effective January 1, 2007. Acquisitions included a large property portfolio in the Cologne area consisting of more than 300 apartments, also as of January 1, 2007. We had already begun adding to our portfolio in this region effective January 1, 2006, by taking over the 3.86 percent minority share in Rhein Lippe Wohnen GmbH held by Deutsche Annington Immobilien GmbH. We also disposed of various non-core activities in fiscal 2006. The Electronic Systems business, which included the STEAG HamaTech Group, was sold in January 2006. In addition, we divested ourselves of the Mining Technology and Coal Specialties businesses by selling our shares in DBT GmbH to Bucyrus International Inc., a strategic investor in Milwaukee, Wisconsin, USA, at the end of December 2006 and reaching agreement with a private investor to sell off Enerco Holding B.V. The discontinued operations include Construction Chemicals, Gas Distribution, and Mining Technology along with Food Ingredients. Research and development to ensure the future For a technology-driven industrial enterprise such as the RAG Beteiligungs-Group, research and development (R&D) are of critical importance to future viability. Our R&D activities are market driven. Particularly in the Chemicals business area, customer demands are taken into account as early as possible in the design phase of new products and applications. Distribution and marketing partners are included in this broad cooperation in all phases of research and development, increasing our chances of achieving successful innovations and shortening development cycles. All of our R&D efforts are aimed at maintaining and expanding on the technology leadership we have attained in many areas of specialty chemicals and in power plant technology. At the same time, advances in product and process quality are increasing efficiency and contributing to improving added value, thus securing our strong position in the global market. Our R&D activities can be divided into two categories. Strategic research focuses on establishing new businesses and developing future-oriented technology platforms. In the Chemicals business area this occurs via interdisciplinary research activities, led by Creavis, which concentrate on new technologies, applications, and system solutions for markets promising above-average growth in the future. The majority of our R&D funds, however, are invested in the individual segments in order to improve our products and applications. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings In the Chemicals business area, R&D expenditures in fiscal 2006 came to €304 million, an increase of approximately 3 percent over the previous year. More than 2,300 employees worked at more than 35 R&D locations all over the world. We increased our emphasis on cooperation with universities and other institutions, in which we invested some €10 million in 2006. Our patent applications increased by approximately 350 to nearly 20,000. Trademark registrations and trademark applications amounted to approximately 7,500. In comparison with Chemicals, activities in the Energy business area have much longer development cycles and lower R&D momentum. The number of patents in the Energy business area increased to around 200. We are currently researching new solutions in a total of 14 projects. In the Chemicals business area, our strategic research involves four different concepts: Project houses, internal start-ups, research on individual topics, and science-to-business centers. We work on research topics of particular interest in our project houses, where interdisciplinary teams of scientists work together on projects having a time limit of three years. The project houses work in close collaboration with our business units and external partners such as academia, research institutes, and customers. The end result of the projects is commercialization within an existing business unit or as an internal start-up. By contrast, the science-to-business center concept is guided by the idea of an intragroup research company to facilitate the development of new business into finished products for end users. All activities and resources – from fundamental R&D and product development to pilot production – are combined under one roof in centers created especially for this purpose. These centers house not only the equipment, laboratories, and pilot installations we use for strategic development activities, they also serve as a common working environment for internal and external partners. This system ideally combines universities’ research capacities and industry’s practical expertise with the momentum and modern technology of start-up companies. The Nanotronics science-to-business center concentrates on developing system solutions for the electronics industry based on nanomaterials. In the “Solar Cells” project, flexible thin-layer solar cells are developed that have as much capacity as conventional solar cells but can be manufactured much more inexpensively due to continuous production processes. “Printable Electronics” focuses on the promising markets for radio frequency identification tags (RFID), a technology that will revolutionize global logistics processes in the near future. The “Transparent Conductive Films” project involves development of these films, which are the main components of flexible display applications and mobile information, communication, and entertainment products. What all of these projects have in common is that they use attractive “roll to roll” printing technologies, which enable considerable cost reductions in comparison with the lithographic printing procedures commonly used in the electronic industry. The nanotronics projects receive funding from the German State of North Rhine-Westphalia and are co-financed by the European Union. The objective of the new “Bio” science-to-business center is to expand on the Chemicals business area’s already strong position in the area of white biotechnology. The center benefits from advances in the field of bioprocesses already achieved in the Biotechnology and ProFerm project houses. White biotechnology is primarily based on achieving natural, biological resources using fermentation or enzymatic catalysis, offering economically and ecologically promising alternatives to conventional industrial 21 22 processing. White biotechnology is currently making enormous progress based on new findings in gene research and system biology in particular. This requires intensive interdisciplinary collaboration between chemists, molecular biologists, geneticists, microbiologists, information scientists, and process engineers. Together with universities and industrial partners, some 60 highly qualified employees will create new types of products manufactured using biotechnology in the fields of life sciences and cosmetics and develop new production processes based on renewable raw materials. The RAG Beteiligungs-Group is investing a total of €50 million in the “Bio” science-to-business center over a period of five years. The biotechnology projects also receive funding from the State of North Rhine-Westphalia and are co-financed by the European Union. Internal control system The internal control system of the RAG Beteiligungs-Group is based on an integrated, value-oriented system of performance ratios made up of cash flow figures, ROCE (return on capital employed), and value added. These internal management ratios serve to assess the financial success of individual activities as well as the Group as a whole. We gauge our progress against these ratios in aiming for the greatest possible growth in enterprise value, thus securing the continued existence of the company, making us attractive to investors, and securing our employees’ jobs. ROCE measures the return received on capital employed. It assesses whether enough returns are generated to pay for the costs of capital. If ROCE exceeds the costs of capital, value added is generated. ROCE is calculated by dividing EBIT by the capital employed. The value added results from the difference between ROCE and the costs of capital multiplied by capital employed. The costs of capital are computed using the capital asset pricing model (CAPM). We review the premises upon which this calculation is based on an ongoing basis. A calculation of the weighted average cost of capital for the RAG Beteiligungs-Group results in a figure of 8.0 percent before taxes. In 2006, we generated ROCE of 8.8 percent, which is more than the costs of capital as well as the ROCE for 2005 of 7.8 percent. The significant rise in EBIT was primarily responsible for this improvement. It should be noted that the capital employed includes the capital commitment from the takeover of Degussa. Accordingly, value added in the amount of €114.8 million resulted for 2006. For corporate management purposes, return on capital employed is supplemented by cash flow figures in order to optimize interest, taxes, and investments along with operating efficiency. Achieving positive cash flow over the long term has become one of our central objectives. The most significant cash flow figures are cash flow from operating activities and free cash flow. For more information on cash flow in 2006, please see page 27. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings FINANCIAL PERFORMANCE Sales trend Sales of the RAG Beteiligungs-Group rose by 4 percent to €14.8 billion. The three segments of the Chemicals business area contributed significantly to this growth. These segments were able to continue expanding in a favorable global economy. The Chemicals business area was also increasingly successful over the course of the year in passing on the considerable increases in the price of raw materials to customers. By contrast, sales in the Energy segment declined. Sales for the Real Estate segment remained basically unchanged. RAG Beteiligungs-Group: Sales by segment € million 2006 2005 Technology Specialties 4,806 4,264 Consumer Solutions 2,453 2,240 Specialty Materials 2,839 2,532 Energy 2,574 2,765 353 361 Real Estate Other operations, consolidation External Group sales (continuing operations) 1,768 2,019 14,793 14,181 Earnings trend We increased EBIT by 11 percent to €1,234 million. The Technology Specialties and Consumer Solutions segments benefited from the price increases implemented, a rise in volume sales, and noticeable cost reductions to generate earnings well above last year’s level. The Specialty Materials segment slightly improved earnings amidst a corresponding increase in quantities sold. In the Energy segment, EBIT declined but remained at a high level due primarily to the sustained upward trend in power generation. The Real Estate segment experienced a decrease in EBIT as a result of special items from the sale of activities in the areas of land development and commercial real estate based on a change of focus to residential real estate in 2005. The net interest expense increased by €54 million to €479 million due to financing costs for acquisition of the remaining Degussa shares. Non-operating income from continuing operations amounted to – €702 million (2005: – €424 million). The income generated in the amount of €447 million was offset by expenses of €1,149 million. This income resulted primarily from the disposal of non-core activities, including Raylo (Fine Chemicals), the 49.9 percent stake in SOTEC, and the reversal of provisions. Significant expenses related to provisions recognized for partial retirement schemes and personnel cuts in connection with the Group-wide Project “Sirius”. Within the Chemicals business area, negative effects resulted from the “Degussa 2008” project along with additional restructuring projects, expenses relating to the disposal of non-core activities, and impairment losses. The loss of €424 million generated in 2005 was due to divestment of non-core activities and impairment losses on assets with indefinite useful lives in the Chemicals business area. 23 24 The pre-tax income from continuing operations of €53 million was less than the pretax income of €259 million achieved in 2005 due to non-recurring losses. Pre-tax income from discontinued operations improved considerably to €1,449 million, primarily due to gains from the sale of Construction Chemicals and Food Ingredients activities. This figure also includes the operating result from these two businesses until their disposal plus the operating result from the Mining Technology and Gas Distribution activities held for sale, which have not yet been divested. The previous year’s figure of €261 million mainly includes the operating result from the above activities. We nearly tripled our pre-tax profit to a total of €1,502 million (2005: €520 million) due largely to profit from discontinued operations. After subtracting the income tax expense of €351 million, net income after minority interests had also risen considerably to €1,045 million (2005: €195 million). The income tax rate fell to 23 percent (2005: 45 percent), given that the gains from the disposal of the divested activities were largely tax free. RAG Beteiligungs-Group: Reconciliation of EBIT to net income € million 2006 2005 EBIT 1,234 1,108 – Net interest expense – 479 – 425 – Non-operating result (continuing operations) – 702 – 424 = Profit before taxes (continuing operations) 53 259 + Profit before taxes (discontinued operations) 1,449 261 = Profit before taxes (Group) 1,502 520 – Income tax expense (continuing operations) – 10 – 183 – Income tax expense (discontinued operations) – 341 – 49 = Profit after taxes 1,151 288 – Minority interests – 106 – 93 = Net income (Group) 1,045 195 FINANCIAL SITUATION Efficient financial risk management The RAG Beteiligungs-Group is exposed to financial risks as part of its normal business operations and the resulting financing activities. Our financial management is aimed at guaranteeing transparency, flexibility, and planning security in connection with risk management in order to limit market risks, liquidity risks, and credit risks to benefit enterprise value as well as the earnings power of the Group. Our main objective is to guarantee the solvency of the Group at all times. This aims to limit fluctuations in cash flow and earnings without having to forego opportunities resulting from favorable market developments. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings To reach this goal, we have established a systematic financing and risk management system consisting of internal guidelines that set out binding rules on action to be taken, responsibilities, and controls in accordance with acknowledged best practice. Financial risk management involves identifying and assessing all financial risk positions in the Group. Targeted measures are implemented to hedge risks on this basis. Risk management is undertaken centrally at RAG AG, which carried out all necessary functions for RAG Beteiligungs-AG until December 31, 2006. We pursue strict separation of the financial management and financial controlling functions as set forth in the Minimum Requirements for the Trading Activities of Credit Institutions (MaRisk) commonly applied to banks and the requirements of the German Control and Transparency in Business Act (KonTraG). Due to price fluctuations, all financial instruments of the Group are exposed to the possibility of impairment losses. In order to make a realistic assessment of this risk, valueat-risk and cash-flow-at-risk are determined on a regular basis. Value-at-risk and cashflow-at-risk quantify potential losses in market value of all non-derivative and derivative financial positions in the event of extreme changes in the underlying interest rates and exchange rates. Financial risk management is supported by Group-wide treasury management systems along with binding guidelines and principles. To mitigate financial risks, we enter into hedging transactions, which also include the use of derivatives to hedge underlying transactions. These derivatives are implemented exclusively for hedging purposes, i.e., only in connection with the corresponding underlying transactions arising from ordinary business activities that have a risk profile opposite to that of the hedging instrument. The derivative financial instruments employed are products common on the market such as currency forwards and currency options, interest rate and currency swaps, and options on swaps. Commodity risks result from changes in the market prices of purchased raw materials. The business areas of the RAG Beteiligungs-Group are responsible for commodity management. Procurement risks are identified, and effective measures to minimize risks are established. For example, price volatility is compensated by cost escalation clauses and swap transactions. Existing credit risks are systematically reviewed upon concluding a contract and then continuously monitored. In the course of analyzing creditworthiness, maximum limits are established for the respective contracting partners. This is essentially accomplished on the basis of ratings given by international rating agencies and our own internal credit reviews. Credit management also extends to derivative financial instruments, where a risk of default exists in the amount of the positive fair value. This risk factor is minimized by the high standards placed on the contracting partner with respect to creditworthiness. Detailed information on the derivative financial instruments used and their measurement and accounting treatment may be found in the notes to the consolidated financial statements under No. 16f (pages 94 and 95) and No. 22c (page 103). 25 26 Diversified financing structure In fiscal 2006, we agreed on a syndicated credit facility at market conditions with a group of German and international banks. The credit facility totals €5.25 billion and has a term of 5 years. The agreements with the banks stipulate that certain financial ratios must be maintained, mainly with regard to debt in relation to EBITDA, capital cover, and interest cover. We had no trouble meeting these ratios in fiscal 2006. The financing package served to finance the acquisition of the 49.9 percent stake in Degussa. Shares in Degussa were provided as collateral for the credit. Intragroup cash and cash equivalents are concentrated in a cash pool at the level of RAG Beteiligungs-AG. To meet short-term financing requirements, the sum of €2.25 billion is available at RAG Beteiligungs-AG as a tranche of our syndicated credit facility with a term until 2011. The credit facility was not drawn on in 2006. Moreover, bilateral credit agreements totaling €600 million have been entered into for RAG Beteiligungs-Group, €400 million of which were concluded directly with RAG Beteiligungs-AG. These credit arrangements were not availed of in 2006. For the “Walsum 10” power plant project, STEAG-EVN Walsum 10 Kraftwerksgesellschaft mbH has taken out project financing amounting to €615 million at market conditions from a group of banks. As of December 31, 2006, approximately €60 million of this financing had been drawn on. The build up will take place over the term of the project. In August 2006, the Real Estate business area was granted a credit line of €600 million, which it utilized in full. As of December 31, 2006, RAG Beteiligungs-Group had net financial liabilities of €5.434 billion (2005: €5.649 billion). The main components of these liabilities are a credit in the amount of €879 million that is part of the syndicated credit facility of RAG Beteiligungs-AG, a capital market bond issued by Degussa in the amount of €1.25 billion maturing in December 2013, real estate financing in a total amount of €1.5 billion, and project financing in the Energy business area of €1.3 billion. RAG Beteiligungs-AG has no significant off-balance sheet financing instruments that could negatively impact current or future financial position, financial performance, cash flow, or other items. Capital expenditures Our investment activities are intended to expand on our good market positions and strengthen businesses and markets in which we see growth potential and opportunities for high returns. The total investment volume of the RAG Beteiligungs-Group rose significantly to approximately €4.5 billion in fiscal 2006. Most of this sum – €3.5 billion – was attributed to financial investments, including the takeover of Degussa, which accounted for €3.437 billion. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings RAG Beteiligungs-Group: Capital expenditures of continuing operations € million 2006 2005 Technology Specialties 227 238 Consumer Solutions 160 232 Specialty Materials 170 206 Energy 229 270 Real Estate 78 111 Other 95 137 959 647 312 1,194 700 494 Financial investments 3,536 174 Total capital expenditures 4,495 1,368 Capital expenditures1) thereof within Germany thereof international 1) Additions to intangible assets (excluding goodwill due to consolidation), property, plant and equipment, and investment properties Investments in intangible assets, property, plant and equipment, and investment properties decreased to €959 million from €1.194 billion in 2005. Investments focused on Germany, which accounted for 67 percent of total investments in property, plant and equipment. Capital spending in the Chemicals, Energy, and Real Estate business areas declined due to divestments in these areas. Our objective is to allocate capital resources optimally and invest in high-yield investment projects. Detailed information on the accounting treatment of intangible assets, property, plant and equipment, and investment properties may be found on pages 74 to 75 of the notes to the consolidated financial statements. Cash flow Cash flow from operating activities remained nearly constant in 2006, declining slightly to €1.098 billion from €1.147 billion in 2005. Net investment expense increased to €733 million in fiscal 2006 (2005: €452 million), primarily due to payments for acquiring long-term equity investments in the amount of €3.536 billion (2005: €174 million), which mainly related to the purchase of the Degussa shares. The cash outflow was countered by proceeds from disposals, which increased considerably to €3.524 billion (2005: €458 million). Cash flow from financing activities improved to – €232 million (2005: – €790 million). Financial liabilities increased to €4.552 billion (2005: €1.935 billion), chiefly due to financing the Degussa shares. These borrowings were offset by repayments of financial liabilities in the amount of €4.654 billion (2005: €2.448 billion). 27 28 Cash and cash equivalents increased to €444 million as of year-end 2006 (2005: €401 million). RAG Beteiligungs-Group: Cash flow statement for continuing operations (excerpt) € million 2006 2005 Cash flow from operating activities 1,098 1,147 Cash flow from investing activities – 733 – 452 Cash flow from financing activities – 232 – 790 444 401 Cash and cash equivalents as of December 31 Please see page 62 in the notes to the consolidated financial statements for the complete cash flow statement. FINANCIAL POSITION Total assets of RAG Beteiligungs-Group declined by more than €2.7 billion to €21.0 billion, mainly as a result of the sale of Construction Chemicals and other activities. The maturity structure of the balance sheet remained essentially unchanged. The share of non-current assets in total assets amounted to 68 percent. Non-current assets are fully covered by long-term financing when the share of non-current assets in total assets equals 48 percent and the equity ratio is 21 percent. Non-current assets declined by €1.6 billion to €14.2 billion. The divestment of Construction Chemicals alone effected a decrease of €1.4 billion. An additional decline in assets of €1.6 billion resulted from other disposals, particularly Water Chemicals, Food Ingredients, and Raylo Chemicals. Another major factor in the decrease in non-current assets was the reclassification of non-current assets from the discontinued operations of Mining Technology and Gas Distribution to current assets in the amount of €1.3 billion. Recognition of goodwill of €1.8 billion from purchase of the Degussa shares had the opposite effect, as did recognition of the majority of internally generated intangible assets acquired in connection with acquisitions. Current assets declined by €1.1 billion to €6.8 billion due to the disposal of Construction Chemicals (€0.9 billion) and other activities (€2.0 billion). Reclassifications of assets from discontinued operations to non-current assets and disposal groups held for sale served to increase current assets. Equity declined by €0.9 billion to €4.3 billion, mainly as a result of the purchase of the minority interests in Degussa. The share of equity attributable to this transaction amounted to €1.6 billion. Nevertheless, the equity ratio remained nearly constant at 21 percent (2005: 22 percent). Long-term debt declined by €1.0 billion to €10.2 billion. Of this amount, €0.5 billion was attributable to the disposal of the activities sold. Short-term debt declined by €0.8 billion to €6.6 billion, primarily due to the divestment of Construction Chemicals (€0.4 billion) and other activities (€0.6 billion). Reclassifications of long-term debt of disposal groups led to an increase in short-term debt of €0.8 billion. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board 29 Corporate Bodies Major Shareholdings RAG Beteiligungs-Group: Balance sheet structure € million Non-current assets Current assets Total assets 왘 왘 2006 2005 2006 2005 14,240 15,860 4,320 5,249 (68 %) (67 %) (21 %) (22 %) 10,169 11,123 (48 %) (47 %) 6,803 7,890 6,554 7,378 (32 %) (33 %) (31 %) (31 %) 21,043 23,750 21,043 23,750 왗 Equity 왗 Non-current liabilities 왗 Current liabilities TECHNOLOGY SPECIALTIES: THE SEGMENT AND ITS PERFORMANCE Products manufactured in the Technology Specialties segment are processed primarily by companies in the pharmaceuticals, chemicals, plastics, rubber, and paper industries. These include organic specialty products and intermediate products that are important components in the synthesis of pharmaceuticals and agrochemicals as well as input materials for the plastics industry. Hydrogen peroxide, for instance, is an important bleaching and oxidation agent in the paper and pulp industry. Particle and filler systems based on carbon blacks and fumed silicas are used in particular in the tire industry for rubber reinforcement. The Technology Specialties segment comprises the five business units of Building Blocks, Exclusive Synthesis & Catalysts, C4-Chemistry, Aerosil & Silanes, and Advanced Fillers & Pigments. This segment bundles the specialty technologies of the RAG Beteiligungs-Group in organic and inorganic synthetic chemistry with expertise in particle and filler technologies. These are fields in which innovations occur rapidly. As a result, these technologies are utilized for new, future-oriented activities such as nanostructured materials and new processes for manufacturing solar silicon for photovoltaic installations. RAG BeteiligungsGroup is the world market leader with its special catalysts developed in-house for the production of biodiesel. Based on expertise in the production of hydrogen peroxide, a new and innovative process for producing propylene oxide – an important base product in the plastics industry – was developed jointly with a customer. Technology Specialties takes its cue from the industries that buy its products – responsiveness to customers is crucial both in production as well as in service and logistics. Consequently, numerous production facilities are operated accordingly in Europe, North and South America, and Asia. In the coming years, Technology Specialties expects to see sustained, above-average growth in the Asia-Pacific region. The outlook is also very promising in the Eastern European countries of the EU. 30 Significant rise in earnings Fiscal 2006 was very successful. Sales rose by 13 percent to €4.8 billion with quantities sold increasing significantly. EBIT rose to €460 million, surpassing the 2005 level by 49 percent. All five business units contributed to the earnings improvement. The Building Blocks business unit benefited from a perceptible rise in quantities sold as well as the success of cost reduction measures to contribute earnings well over the previous year’s level. In the Exclusive Synthesis & Catalysts business unit, earnings rose primarily as a result of appreciably lower expenses and depreciation and amortization due to restructuring measures and increased quantities sold. The C4-Chemistry business unit was able to pass on most of the significantly higher raw materials costs to customers, resulting in earnings over the previous year’s level. The Aerosil & Silanes business unit increased earnings considerably on the back of a noticeable rise in demand, high capacity utilization, and cost savings. The Advanced Fillers & Pigments business unit succeeded increasingly over the course of the year in adapting sales prices to rising raw materials and energy prices. Earnings improved markedly thanks to the significant increase in quantities sold and lower costs. Earnings before interest, taxes, depreciation and amortization (EBITDA) in the Technology Specialties segment rose 19 percent to €829 million, with the EBITDA margin rising to 17.3 percent. ROCE improved from 7.3 percent to 11.8 percent thanks to the good operating earnings trend and lower level of capital employed. It should be noted that these increases occurred in spite of the fact that the takeover of Degussa negatively impacted EBIT and ROCE, as a portion of the goodwill resulting from the acquisition was allocated to the Technology Specialties segment. Technology Specialties: Key financial indicators € million 2006 2005 External sales 4,806 4,264 EBITDA 829 696 EBIT 460 309 Capital employed (as of December 31) 3,886 4,212 EBITDA margin % 17.3 16.3 ROCE % 11.8 7.3 Capital expenditures Technology Specialties’ investments in property, plant and equipment decreased slightly to €227 million (2005: €238 million). Major projects involved expansion of manufacturing facilities in the Building Blocks business unit in order to increase production of hydrogen peroxide, a bleaching agent, to 70,000 tons per year in Barra do Riacho, Brazil. The Aerosil & Silanes business unit will be expanding production capacities at the Rheinfelden location until the end of 2007 due to increased demand for aluminum oxide. Aluminum oxide is ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings used in the photographic paper, coatings, and chip industries, for example. Advanced Fillers & Pigments made good progress in expanding carbon black capacities. Capacity expansion was completed in Qingdao, China, and expansion of the carbon black plant in Paulina, Brazil, will be completed at the start of 2007. At the silica plant in Wesseling, several installations are being replaced as part of a modernization project that has been ongoing since 2006 and will be completed in 2007. Technology Specialties: Capital expenditures € million Capital expenditures1) 1) 2006 2005 227 238 Additions to intangible assets (excluding goodwill due to consolidation), property, plant and equipment, and investment properties Research and development The Building Blocks business unit has developed a new hydrogen peroxide-based product to fight microbes such as viruses, bacteria, algae, and plankton in ship ballast water. Called PERACLEAN® Ocean, this product is entering the next test phase, making it the first active substance to be granted approval for further testing in ship and land trials. The C4-Chemistry business unit is launching a new rapid gelling agent, isononyl benzoate (VESTINOL INB), on the market step by step. This softening agent will increase the productivity of our customers in the PVC processing industry, especially in the production of floor coverings. When used together with our main softening agent, Di-isononylphthalate (DINP, VESTINOL 9), this new agent will enable savings in formulation costs depending on the customer’s specific formulation. As opposed to competing products used today, INB has been proven to be non-toxic to reproduction. This agent is thus exempt from specific EU labeling requirements, making it a preferred alternative for our customers, particularly in view of future EU chemicals legislation (REACH). The Aerosil & Silanes business unit has developed a nanostructured indium tin oxide (ITO) called AdNano® ITO that was awarded Degussa’s in-house innovation award in 2006. AdNano® ITO combines transparency with electrical conductivity and absorption capacity for infrared radiation. One possible application is transparent films to reduce sun insolation through car and building windows and thereby produce efficient heat insulation. Introduction of new, dust-free aerosil granulates (AEROPERL®) will enable a broad spectrum of applications ranging from cosmetics to catalyst carriers in automotive catalytic converters. Complex, modern chips are structured in many layers, all of which must be absolutely even to avoid malfunction. Our newly developed nano-sized ceroxide meets the requirements of the next generation of chips in the manufacture of semiconductors. This substance is used in the critical step of chemical mechanical planarization (CMP) and enables the individual, highly sensitive layers to be polished to an extremely fine finish. 31 32 CONSUMER SOLUTIONS: THE SEGMENT AND ITS PERFORMANCE The Consumer Solutions segment primarily serves customers in the consumer goods industry in the areas of body care, hygiene and nutrition. It comprises three business units – Superabsorber, Care & Surface Specialties, and Feed Additives – which use customized substances and system solutions to produce shampoos that make hair smooth and glossy, skin-protecting and age-defying creams, environmentally-friendly detergents, superabsorbent diapers, and animal feedstuffs with optimum nutritional properties. The segment has extensive know-how in the area of applied interfacial and polymer chemistry, which it puts into practice for industrial applications such as stabilizing polyurethane foams or dosing crop protection products more economically. The high-quality specialty products and system solutions offered by Consumer Solutions often supply our customers’ products with the extra added value needed to convince consumers to buy their products. Intensive research and development and productive collaboration with customers are among the factors contributing to our strategic success. Where necessary, development partnerships closely link our business units with leading end producers. Consumer Solutions intends to considerably expand its activities in the future. Examples of our expansion include the world’s largest DL-methionine facility, which was put into operation in Antwerp in June 2006, along with the acquisition of the superabsorber business from Dow Chemicals and expansion of superabsorber capacities in Germany and the U.S. The Asian market is also of great significance, especially for the Feed Additives business, which involves the essential amino acids DL-methionine, L-lysine, L-threonine, and L-tryptophane for healthy and environmentally-friendly animal nutrition. Earnings improve substantially Sales in the Consumer Solutions segment rose by 10 percent to €2.453 billion. EBIT improved considerably to €191 million (2005: €71 million). The Superabsorber business unit reported higher earnings, compared to the previous year, based on increased quantities sold. Increased demand, improved capacity utilization, and ongoing rationalization measures led to a rise in earnings in the Care & Surface Specialties business unit. The Feed Additives business unit made increasing progress in adapting sales prices to the considerable rise in raw materials prices experienced already in the previous year while increasing quantities sold, thus generating greatly improved earnings. EBITDA in the Consumer Solutions segment rose by 50 percent to €374 million. The EBITDA margin increased accordingly to 15.2 percent. ROCE grew from 3.3 percent to 8.8 percent based on the good operating earnings trend. It should be noted that the increases occurred in spite of the fact that the takeover of Degussa negatively impacted EBIT and ROCE, as a portion of the goodwill resulting from the acquisition was allocated to the Consumer Solutions segment. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings Consumer Solutions: Key financial indicators € million 2006 2005 External sales 2,453 2,240 374 249 EBITDA EBIT Capital employed (as of December 31) 191 71 2,161 2,144 EBITDA margin % 15.2 11.1 ROCE % 8.8 3.3 Capital expenditures Capital expenditures in the Consumer Solutions segment decreased by 31 percent in 2006 to the current €160 million (2005: €232 million). The Superabsorber business unit expanded superabsorber capacities at the Krefeld location and at two locations in the U.S. as well as manufacturing capacities for acrylic acid, a raw material, at the plant in Marl. This business unit has thus positioned itself for significant increases in demand from the market while also securing backward integration of raw materials. Furthermore, the Superabsorber business was acquired from Dow Chemicals in the U.S. The purchase covers production facilities in Rheinmünster/Baden-Baden and a contract manufacturing agreement with Dow’s Midland, MN location. In addition, Dow will supply acrylic acid, a key raw material, to RAG Beteiligungs-Group under a long-term agreement. In the Feed Additives business unit, the world’s largest DL-methionine facility in Antwerp, Belgium, is now fully operational with an annual production capacity of 120,000 tons. The new plant procures all important preliminary products from integrated raw materials production to ensure the highest possible degree of production efficiency as well as uninterrupted supplies. Consumer Solutions: Capital expenditures € million Capital 1) expenditures1) 2006 2005 160 232 Additions to intangible assets (excluding goodwill due to consolidation), property, plant and equipment, and investment properties Research and development The Care & Surface Specialties business unit has introduced more than 30 new products to the market. These include a new Wet Wipe concentrate that offers many advantages for the growing cosmetic tissue market, as the cosmetic oils produced are especially skinfriendly and simple to manufacture. The emulsifiers used are manufactured using sustainable raw materials. Care & Surface Specialties also focuses on identifying substances that positively affect age-related changes to the skin. In order to discover effective ingredients, we implement the DNA chip technology developed in cooperation with the University of Regensburg. This enabled us to find a new substance that has been proven to accelerate skin regeneration and reduce wrinkles. Research on ionic solvents – basic liquid chemicals with saline loading properties – has led to new fields of application ranging from fragrance 33 34 fixing to antistatic finishing of synthetics. The Care & Surface Specialties business unit received Degussa’s in-house innovation award for TEGOSPHERE®, a new method for encapsulating active ingredients that ensures that the substances are released onto the skin at exactly the right moment to improve absorption. SPECIALTY MATERIALS: THE SEGMENT AND ITS PERFORMANCE The materials manufactured by the Specialty Materials segment are used primarily for the industrial production of durable industrial goods and capital goods, especially in the automotive, construction, aviation and aerospace industries. Customers utilize our high-quality polymers as transparent plastics in the semi-finished products area, as resin and coating additives, and as structural components for demanding applications in automotive and aircraft construction. The Specialty Materials segment is made up of four business units: Coatings & Colorants, High Performance Polymers, Specialty Acrylics, and Methacrylates. The segment encompasses all business of the RAG Beteiligungs-Group involving highperformance materials, which hold leading competitive positions due to superior material, processing, and application competence. Many of the products are manufactured in a chemical production network on the basis of methyl methacrylate (MMA). The competitive advantages of this integrated production structure enables to systematically penetrate new application markets in specialized areas such as pharmaceutical polymers and optoelectronics. The business units focus on providing customer-specific solutions: The approach not only emphasizes innovative products and application technology, but also marketing and direct dialog with customers. Specialty Materials intends to continue expanding its global market position. A major integrated production network will be established by 2009 in Shanghai for this purpose. This world scale facility will use MMA at an annual capacity of around 100,000 tons to manufacture highly refined methacrylate specialty products and polymers. These are used as components for a variety of products such as LCD flat screens, scratch-resistant, noncorrosive coatings, high-quality adhesives, modern automotive interiors, and numerous plastics applications. The segment has for some time now operated in the high-growth Asian region as a major supplier of high-quality preliminary products that fulfill the highest of safety standards, such as background lighting for flat screens and transparent noise control walls. Significant increase in demand Specialty Materials grew sales by 12 percent to €2.839 billion, with quantities sold increasing considerably. EBIT increased 7 percent over the 2005 level to €250 million. The Coatings & Colorants business unit was increasingly able to adapt prices to the higher cost of raw materials. Earnings rose in comparison with the previous year amidst a significant rise in quantities sold. Strong demand led to a significant earnings increase in the High Performance Polymers business unit. Earnings in the Specialty Acrylics business unit also improved thanks to increased quantities sold and higher sales prices resulting from passing on the costs of raw materials, some of which had increased considerably. The Methacrylates business unit saw decreased earnings, however, as only some of the increases in raw materials costs could be passed on to customers. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings The Specialty Materials segment generated EBITDA of €455 million, a rise of 7 percent over 2005. The EBITDA margin decreased slightly to 16.0 percent. ROCE grew from 8.8 percent to 9.4 percent as a result of the improvement in earnings. It should be noted that these increases occurred in spite of the fact that the takeover of Degussa negatively impacted EBIT and ROCE, as a portion of the goodwill resulting from the acquisition was allocated to the Specialty Materials segment. Specialty Materials: Key financial indicators € million 2006 2005 External sales 2,839 2,532 455 426 EBITDA EBIT Capital employed (as of December 31) 250 234 2,661 2,670 EBITDA margin % 16.0 16.8 ROCE % 9.4 8.8 Capital expenditures Investments in property, plant and equipment of the Specialty Materials segment decreased to €170 million (2005: €206 million). The Coatings & Colorants business unit has expanded its entire production line for isophorone chemicals at the Herne location, with the start of operation planned for 2007. This project entailed capital expenditures in the high double-digit million range. Isophorone and the products derived from it are used in many different areas. In a multi-step process, isophorone diamine and isophorone diisocyanate are derived from isophorone for use as solvent-free coatings for industrial flooring and for the manufacture of light-resistant and weather-resistant automotive coatings as well as high-quality car interiors. The base product, isophorone, is utilized as a special solvent. Specialty Materials: Capital expenditures € million Capital expenditures 1) 1) 2006 2005 170 206 Additions to intangible assets (excluding goodwill due to consolidation), property, plant and equipment, and investment properties Research and development The Coatings & Colorants business unit has developed a new type of colorant system called POLYTREND® that can be dosed in liquid form for dyeing plastics. This product was developed in response to customer requests for a simplified process and offers a previously unknown variety of colors. A total of 16 color-coordinated base colorants enable plastics to be dyed directly during extrusion processing or injection molding. New paint and coating raw materials now enable an emission-free alternative to thermal curing for coil coating: UV curing. Almost no solvents are released in the UV curing process, and it uses much less energy than thermal processes. 35 36 The High Performance Polymers business unit progressed with advances in its work on very high viscosity, melt-proof VESTAMID® extrusion molding materials based on a completely new technology platform, development of which began in 2005. Initial success was achieved with the launch of VESTAMID LX9020 for the crude oil industry. Substantial quantities of this innovative product have been sold since mid-year 2006 for the production of “umbilicals” – metal-sheathed conveyor lines extending from the ocean floor to the drilling platform. This business unit anticipates consumption to continue rising significantly over the next few years. The Specialty Acrylics business unit anticipates a high number of opportunities to apply its oil additives in new applications, on the basis of biodiesel produced from palm oil. Sales of biodiesel are increasing steadily due to rising oil prices and high demand. However, biodiesel made from palm oil exhibits very high pour points (+ 13°C), and therefore requires an essential additive for use in automobiles or machines. As the world market leader in pour-point depressants, the Specialty Acrylics business unit’s comprehensive experience will facilitate further product development in this area. New polymerization techniques for adhesives and additives allow customers to manufacture low-solvent and solvent-free formulas. The markets targeted are coatings and colorants, adhesives, and sealing compounds. ENERGY: THE SEGMENT AND ITS PERFORMANCE The Energy segment bundles commercial power and heat production activities with power plant-related services. The Energy segment is the market and technology leader in coal-fired electricity generation, it utilizes refinery byproducts for supplying energy, and is increasingly active in the field of renewable energies. The total installed electrical output is around 9,000 megawatts. Germany’s fifth-largest power generator operates eight coalfired power plants across the country as well as an additional three large-scale coal-fired power plants in Columbia, Turkey, and the Philippines. Long-term provision and supply contracts with key accounts secure sustained return on capital and stable earnings. This segment’s competence covers the entire value chain of coal-fired power plants, from planning and financing to construction and plant operation. Own in-house global coal trading activities ensure that fuel is procured at low cost. The Energy segment offers supply and disposal services for residues from power plants and industrial facilities. It also has a strong competitive position in contiguous technologies such as the production of energy from refinery byproducts, biomass, biofuel, and in geothermal energy generation. The segment is the global leader in the use of mine gas for energy generation, and plans to significantly expand this leading position over the medium term. In the next few years, two new coal-fired power generation units with installed capacities of 1,500 megawatts are to be built in collaboration with partners in Walsum and Herne. The plants will be constructed using the innovative CCEC concept. In addition, possibilities for developing further thermal power plant projects outside of Germany are being reviewed. Electricity and heat production in biomass and geothermal installations is another growth field that is being explored. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings Operating profit at high level Sales in the Energy segment amounted to €2.574 billion in 2006, falling below the record level of €2.765 billion achieved in 2005. This sales includes international coal trading activities amounting to €830 million (2005: €973 million). Additional electricity generation sales due to weather conditions and prices had a positive effect on segment sales. Although EBIT decreased by 4 percent to €393 million; lower than the record earnings generated in 2005, it remained at a high level, thanks in particular to electricity production. The Energy segment generated EBITDA of €495 million in 2006 (2005: €509 million). The EBITDA margin increased to 19.2 percent. ROCE improved slightly to 15.9 percent (2005: 15.5 percent) due to a lower level of capital employed. Energy: Key financial indicators € million 2006 2005 External sales 2,574 2,765 495 509 EBITDA EBIT Capital employed (as of December 31) 393 411 2,473 2,653 EBITDA margin % 19.2 18.4 ROCE % 15.9 15.5 Capital expenditures Investment in property, plant and equipment decreased 15 percent to €229 million in fiscal 2006 (2005: €270 million). In November 2006, the Energy segment put the Mindanao coalfired power plant into operation in the Philippines after a three-year construction period. The project volume totaled USD 305 million, most of which was attributable to prior years. This facility will supply electricity to the Philippine’s state energy supplier, the National Power Cooperation (NPC), over a period of 25 years. In June 2006, the Lünen biomass power generator was officially commissioned by STEAG Saar Energie AG (majority stakeholder) and REMONDIS GmbH & Co. KG. The plant, which has an installed capacity of 20 megawatts, was constructed in 18 months and will process approximately 135,000 tons of matured timber from the region each year. The project had an investment volume of more than €54 million. In November 2006, STEAG Saar Energie and Michelin Reifenwerk officially commissioned the new central power plant at Michelin’s Bad Kreuznach plant. The 10 million euro project was realized within 14 months. The plant has been able to lower its energy costs and carbon dioxide emissions substantially by installing a gas turbine and replacing steam boilers. STEAG Saar Energie has been contracted by Michelin to operate the plant for the next 12 years. Energy: Capital expenditures € million Capital expenditures1) 1) 2006 2005 229 270 Additions to intangible assets (excluding goodwill due to consolidation), property, plant and equipment, and investment properties 37 38 Research and development The Energy segment’s R&D activities are aimed at ensuring a secure, economic, and environmentally-friendly supply of energy. To this end, the segment is involved in the German Federal Ministry of Economics and Technology R&D program, CO2 Reduction Technology (COORETEC), together with other power plant operators such as E.ON, RWE, Vattenfall, and EnBW as well as universities and major research centers. The program aims to reduce greenhouse gas emissions in the short to medium term by increasing efficiency and to develop and market technologies for cost-effective separation and storage of CO2 from exhaust gas (carbon capture and sequestration) in the long term. In order to further increase the efficiency of coal-fired power plants, it is necessary to raise steam temperatures to over 700°C. This can only be accomplished using nickel-based steel alloys. Examples of this type of research in connection with COORETEC involve studying the characteristics of nickel-based alloys such as strength and deformation behavior, corrosion and slag behavior, and the non-destructive testing of the alloys. The projects run for approximately four years beginning in 2006. Another project to increase efficiency and raise effectiveness that the segment is working on in collaboration with other partners is the COMTES 700 project subsidized by the Research Fund for Coal and Steel (RFCS) as a joint EU project. This project also aims to increase permissible steam temperatures to over 700°C. To accomplish this, the world’s largest testing facility incorporating components from new, high-capacity materials has been installed at the Scholven power plant and operated for more than 5,000 hours to date. The tests, which have been conducted in close cooperation with manufacturers, represent a milestone on the path to achieving a coal-fired power plant with an efficiency factor of more than 50 percent. The costs for a 700°C, 400 megawatt power plant are being calculated in a pre-engineering study supported by the State of North Rhine-Westphalia. The objective is to construct a demonstration facility between 2010 and 2012. The Energy segment is also developing resource-friendly concepts for power plants to enable secondary fuel burning and the use of biomass. In order to implement these types of facilities and take advantage of the economic benefits they offer, a competency network for fuel and power plant firing has been established. The Energy segment is a major player in this network of universities and industrial enterprises, contributing its own valuable expertise in hot gas purification gained in a project on pressurized pulverized coal combustion. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings REAL ESTATE: THE SEGMENT AND ITS PERFORMANCE The Real Estate segment focuses on residential real estate with an emphasis on leasing residential units to private households. The segment also actively manages its housing portfolio. A small portion of the housing portfolio is sold each year based on comprehensive analyses that take into account cost effectiveness, expected future maintenance expenses, regional focuses, and the state of repair of the buildings. The segment rounds out its activities with the development and construction of turn-key single family homes, duplexes, and condominiums to be sold to end users and investors. Nearly the entire housing portfolio is located in North Rhine-Westphalia. Significant locations are Essen as well as the regional companies in Dortmund, Duisburg, and Herzogenrath. With a total of more than 65,000 residential units, RAG Beteiligungs-Group is one of the largest residential property companies in Germany. The high quality of our properties is one of our key competitive advantages, and our vacancy rates are well below the industry average. The medium-term strategy of the Real Estate segment focuses on expanding the achieved position. The segment thus plans to supplement its portfolio with further acquisitions in the Rhineland corridor between Düsseldorf and Bonn that offer attractive, long-term value growth potential. We also plan to reduce the portfolio by approximately 2.5 percent each year as part of portfolio optimization. Sales nearly constant Sales of the Real Estate segment fell by 2 percent from the previous year to €353 million. EBIT for fiscal 2006 decreased by 14 percent to €112 million in comparison with the previous year, since the figures for 2005 included special income from the sale of land and commercial real estate based on a change of focus to residential real estate. Expenses for reorganizing business processes had a negative impact in 2006. EBITDA for the Real Estate segment fell 10 percent to €155 million, and the EBITDA margin decreased to 43.8 percent. ROCE decreased from 7.7 percent to 6.5 percent based on an increase in capital employed. Real Estate: Key financial indicators € million 2006 2005 External sales 353 361 EBITDA 155 173 EBIT Capital employed (as of December 31) 112 130 1,729 1,679 EBITDA margin % 43.8 47.8 ROCE % 6.5 7.7 39 40 Capital expenditures Capital expenditures in the Real Estate segment declined to €78 million in 2006, down from €111 million in 2005. The segment conducted a major investment project in the Cologne region in order to increase the Company’s presence in this attractive residential property market. Major real estate holdings consisting of more than 300 residences were purchased in this region at the close of 2006/start of 2007. Real Estate: Capital expenditures € million Capital expenditures1) 1) 2006 2005 78 111 Additions to intangible assets (excluding goodwill due to consolidation), property, plant and equipment, and investment properties OTHER OPERATIONS The Group’s other continuing operations include tar refining activities and various other non-core activities as well as Degussa’s Corporate Center, the Creavis research company, and the service areas of Degussa. Other Operations: Key financial indicators € million 2006 2005 External sales 1,768 2,019 – 13 – 91 – 96 – 211 EBITDA EBIT Sales from other continuing operations decreased to €1.768 billion in 2006 from €2.019 billion in 2005. The decline resulted from various divestments, in particular of the Bakelite Group and of STEAG HamaTech. EBIT improved to a loss of €96 million (2005: loss of €211 million). The good performance of the foreign tar refinery companies, which benefited from the rising trend in the aluminum and chemicals industry, as well as site services in Marl, was offset by higher costs for Degussa’s Corporate Center, expenses for various intragroup projects carried out by Degussa, and strategic research expenses. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings ECONOMIC SITUATION OF RAG BETEILIGUNGS-AG RAG Beteiligungs-AG, with registered offices in Essen, has a central, coordinating function in the RAG Beteiligungs-Group. RAG Beteiligungs-AG holds the shares in the companies belonging to the Group either directly or indirectly. In fiscal 2006, RAG Aktiengesellschaft (RAG AG), Essen, was the sole shareholder of RAG Beteiligungs-AG. RAG Beteiligungs-AG was created on October 11, 2006, when RAG Beteiligungs-GmbH was transformed into an AG (public limited company). In its initial session on September 14, 2006, the Supervisory Board of RAG Beteiligungs-AG appointed Dr. Werner Müller, Dr. Klaus Engel, Dr. Alfred Oberholz, Dr. Peter Schörner, Dr. Alfred Tacke, Ulrich Weber, and Heinz-Joachim Wagner to the Management Board of RAG Beteiligungs-AG with immediate effect and named Dr. Werner Müller Management Board Chairman. The separate financial statements of RAG Beteiligungs-AG were prepared in accordance with the accounting principles of the German Commercial Code (HGB). The financial performance of RAG Beteiligungs-AG was characterized by a significant rise in net investment income to €2.181 billion (2005: €264 million), primarily due to the high profits generated from the divestment of subsidiaries. Net interest income was considerably weaker, mainly as a result of borrowings to finance the Degussa takeover. Profit from ordinary activities reached a record level of €1.904 billion (2005: €260 million). After making allocations to reserves, profits of €221 million were transferred to RAG AG. RAG Beteiligungs-AG: Income Statement € million 2006 2005 Net investment income 2,181 264 – 208 – 59 41 75 Net interest expense Other operating income Other operating expenses 46 12 Write-downs of investments 64 10 1,904 260 74 0 221 102 1,609 157 Profit from ordinary activities Taxes Profits transferred under a profit and loss transfer agreement Net income Total assets of RAG Beteiligungs-AG more than doubled in the year under review, totaling €10.650 billion at year-end 2006 (2005: €4.960 billion). One reason for the increase was a restructuring of financial clearing in the Group. In December 2006, responsibility for financial clearing for the RAG Beteiligungs-Group was shifted from RAG AG to RAG Beteiligungs-AG. Since then, RAG Beteiligungs-AG has acted independently in the capital market, a situation which has contributed to the increase in receivables and other 41 42 assets to €2.791 billion (2005: €335 million) as well as in liabilities to €6.795 billion (2005: €2.675 billion). The takeover of Degussa by RAG Beteiligungs-AG and its subsidiaries essentially resulted in an increase in financial assets to €7.775 billion (2005: €4.606 billion). Equity increased in the amount of net income by €1.609 billion to €3.849 billion. This sum was taken to revenue reserves, with €47 million allocated to the statutory reserve and €1.562 billion to other revenue reserves. RAG Beteiligungs-AG: Balance Sheet Assets € million Non-current assets Dec. 31, 06 Dec. 31, 05 7,775 4,606 Financial assets 7,775 4,606 Current assets 2,875 354 Receivables and other assets 2,791 335 84 19 10,650 4,960 Cash and cash equivalents Equity and liabilities € million Equity Dec. 31, 06 Dec. 31, 05 3,849 2,240 Issued capital 466 466 Capital reserve 720 720 2,663 1,054 6 45 Revenue reserves Provisions Liabilities 6,795 2,675 10,650 4,960 Cash flow from operating activities decreased to – €37 million in fiscal 2006. The decline in comparison with 2005 resulted from a substantial increase in interest expense based on financing the Degussa purchase. Cash flow from investing and financing activities for 2006 was also heavily affected by acquisition of the remaining Degussa shares. RAG Beteiligungs-AG: Cash flow statement (excerpt) € million 2006 2005 Cash flow from operating activities – 37 50 Cash flow from investing activities – 3,233 568 Cash flow from financing activities 3,335 – 599 84 19 Cash and cash equivalents as of December 31 ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings As in the previous year, RAG Beteiligungs-AG had no employees in fiscal 2006. All necessary functions were performed by employees of RAG AG in fiscal 2006. As of January 1, 2007, employees were transferred to RAG Beteiligungs-AG, primarily from RAG, Degussa, STEAG, RAG Immobilien, and RAG Coal International. Since then, all management and control functions have been carried out by the Corporate Center of RAG Beteiligungs-AG. At the end of January 2007, RAG Beteiligungs-AG had 447 employees. HUMAN RESOURCES The primary objective of Project “Sirius” was to create a modern, integrated industrial enterprise able to meet the requirements of the capital markets. Project “Sirius”, which focused on optimizing all management and service processes in the Group, affected some 4,700 employees in various administrative units. The comprehensive restructuring of the Group presented human resources with great challenges. A wide variety of tasks were required, some of which extended into 2007. These included allocating employees within the new Group structure and creating standardized remuneration systems. We developed and implemented the entire restructuring process, including development of personnel policies in terms of change management, in a constructive partnership with our employee representatives and the industrial trade union for mining, chemicals, and energy. 2006 Employee Survey: Ponder. Propose. Participate. Some 46,000 employees in 52 countries speaking a total of 16 languages were called upon to take part in the 2006 Employee Survey conducted under the slogan of “Ponder. Propose. Participate.” A total of 70 percent of those surveyed took the opportunity to express their opinions. Especially during a time of radical change, this high participation rate shows just how active our employees are in contributing to the restructuring process. Our employees consider the Group to be well-positioned for further development. They give us particularly good marks for technical competency, entrepreneurial activities, and our willingness and ability to implement changes. On the whole, the employees surveyed felt that the quality of management had improved in their specific working areas – an indication that the improvements called for in the last survey have taken effect. However, the process of strategic restructuring has led to some uncertainties. Some employees expressed a desire for improvements in opportunities, for employee development and their working conditions. We will study the results of the survey very carefully and initiate the appropriate measures, all of which should be devised by the spring of 2007 in order to be able to continue on our path toward a common identity. Taken as a whole, the results of the survey clearly indicate the areas in which the Group has already succeeded and those where there is still room for improvement. This knowledge is of incalculable value for a Group intent on actively shaping its future. 43 44 Employee profit sharing plans The concept of allowing employees to participate in the profits of a company is not new. Nonetheless, many German companies do not offer any such possibilities, a situation that has recently been the subject of political discussion. RAG Beteiligungs-AG is planning to introduce a nationwide employee profit sharing plan. This will allow our employees in Germany to participate directly in the financial success of the Group as well as promoting a basic understanding of concerns related to the capital markets. Incentive and compensation systems Profit and target based remuneration components are crucial elements of modern compensation systems. At present, a total compensation package is being developed that will reflect the individual achievements of our employees, the success of the Company and offering incentives for our staff to increase productivity and value added. This compensation will form a critical foundation for reaching our corporate goals. Company pension plans Individual responsibility is playing an increasingly central role in securing a high standard of living, even with respect to retirement. This is why the subject of retirement benefits and the selection of employer-financed retirement models is so important to employees. This issue is all the more crucial in consideration of the fact that statutory pension benefits are being steadily reduced. The RAG Beteiligungs-Group offers a broadly based retirement portfolio that allows employees to make selections based on their individual needs. For more information on defined benefit obligations with regard to company pension plans, please see No. 20 of the notes to the consolidated financial statements, pages 98 to 100. Employee and management development In the course of restructuring the Group, decisions were made on the staffing of future management positions in the summer of 2006. This represented a milestone in systematic, Group-wide succession planning. In addition, the process of defining areas of responsibility for employees in executive positions was begun throughout the Group. This process is of crucial importance to the successful future of the Group and will affect all Group management tools such as employee reviews and target setting, forming a basis for lasting and successful employee and management development. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings Another element in preparing executive staff and employees in all Group functions to meet the challenges of the future is the Business Academy, which was initiated in 2006 in cooperation with the University of St. Gallen in Switzerland. The Business Academy offers a platform for discussing topics of strategic relevance to the Group. The Academy is based on the concept of an interactive network to convey experience and knowledge of best practices. Vocational training Vocational training is an important element in securing the future of the Company in all business areas. It also makes a major socio-political contribution to reducing unemployment among young people. Our ratio of apprentices to employees of approximately 7.4 percent puts us in the lead among German industrial companies. In the summer of 2006, we hired 730 young people at the start of their professional careers to fill our own human resources needs. In addition, some 30 apprentices were hired on behalf of third parties. Another 75 young people were offered the opportunity to work towards achieving the qualifications for a future apprentice position. In September 2006, we added another 50 apprenticeships in response to the call from regional and federal governments to create more positions for trainees. All in all, in 2006 we offered career perspectives to some 2,590 young people. Workforce As of December 31, 2006, a total of 43,175 people were employed by the Group. The number of employees in continuing operations decreased by 2,021. The Group employed 12,050 less people than at year-end 2005. The decline was mainly due to the disposal of Construction Chemicals and Food Ingredients, which reflected the comprehensive realignment and continued streamlining of the Group’s portfolio. RAG Beteiligungs-Group: Number of employees 2006 2005 14,296 13,388 5,542 6,405 Specialty Materials 7,264 7,345 Energy 4,890 4,741 630 681 Technology Specialties Consumer Solutions Real Estate Other operations 10,553 12,636 Number of employees (continuing operations) 43,175 45,196 45 46 NON-FINANCIAL PERFORMANCE INDICATORS To ensure the long-term financial success of our enterprise, all relevant aspects of environmental protection, safety, and health must be given full consideration. Only through steady growth, in which social values are placed on an equal footing with financial aspects, will we be able to fulfill our social responsibilities. Occupational health and safety, environmental protection An integrated management approach forms the basis for sustained development of occupational health and safety as well as environmental protection. This approach must be implemented consistently in order to further the process of steady improvement and meet our high standards for modern occupational health and safety and protection of the environment. Based on the guidelines developed for the Group, we have developed a joint policy for occupational health and safety and environmental protection. The principles and guidelines, which are binding for the Group as a whole, illustrate the way in which we define our social and ecological responsibility. At the same time, these principles and guidelines offer a clearly defined scope of action for all responsible parties. In 2006, we began recording on-the-job accidents in accordance with international standards in order to improve transparency in the area of work safety. We hope to achieve more precise information on how accidents occur through this process. The frequency of accidents per one million working hours equaled 4.1 in fiscal 2006. This figure can not be directly compared with figures from prior years since previous figures involved on-the-job accidents resulting in an incapacity to work of more than 3 calendar days. Climate protection and emissions trading system We place great emphasis on a responsible approach to the environment and natural resources. The need to protect the global environment is particularly important in an industrial enterprise focusing on chemicals and energy, which is why we have underlined this approach in our environmental protection guidelines that are binding for the entire Group. In the Energy segment, the efficiency increases in fossil-fuel power plants and combined heat and power generation in particular are aimed at reducing CO2 emissions and utilizing scarce energy resources more efficiently. The segment is also active in the area of energy production from mine gas, biomass, and geothermal energy. Extracting energy from renewable resources contributes to reducing greenhouse gas emissions. In addition, the Energy segment develops and implements climate protection projects in the form of joint implementation projects in Eastern Europe and in accordance with clean development mechanisms in China. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings Production in the three segments of the Chemicals business area is energy intensive and utilizes large quantities of raw materials. For this reason, production processes are continuously optimized, and resources are used sparingly. The Chemicals segments also contribute to climate protection by developing new products and technologies, for example on the basis of renewable raw materials. In the Real Estate segment, high priority is placed on optimizing the energy use of existing homes, and energy efficient construction is given precedence in new building projects. In the Technology Specialties, Consumer Solutions, Specialty Materials, and Energy segments, many of our plants are directly subject to EU directives regarding CO2 emissions. Most of the plants concerned are part of the Energy segment. In fiscal 2006, we emitted approximately 27.7 million tons of CO2 from plants subject to the Emissions Trading Directive. Health management RAG Beteiligungs-Group operates a modern occupational health management system. This system is able to respond to changing conditions such as demographic transformation and increasing sensitivity to potential health risks emanating from production and products, and its benefits go far beyond traditional health promotion, i.e., care of individual employees through Group medical services. Occupational health at the RAG Beteiligungs-Group is leading the way among German industrial companies. Our system is characterized by individual healthcare along with future-oriented, innovative health prevention measures. Our occupational health program is closely linked to scientific health research, which is carried out by our Institute for Industrial Science in collaboration with the Institute for Industrial Medicine, Social Medicine, and Social Hygiene of the University of Cologne hospital. RISK REPORT The risk management system of RAG is based on the integration of the risk management process into existing planning, management, control, and reporting processes on all levels of the Group. This applies to both the consolidated financial statements of RAG Beteiligungs-Group and the separate financial statements of RAG Beteiligungs-AG. Risk strategy Risk management is a central component of our value-oriented corporate management and serves to deliberately safeguard existing and future profit potential through comprehensive risk and reward management. Our strategic corporate planning enables us to consider potential risks and rewards in our long-term corporate decisions and to gear our portfolio management as well as operating business planning toward these risks and rewards. We enter into business risks only when we are convinced that doing so will lastingly increase enterprise value and that any possible effects will remain manageable. We look to the risk-adjusted, segment-specific costs of capital as indicators, and we concentrate our business activities on our Group’s core competencies. We thus create a basis for responsible corporate conduct in the sense of finding a balance between the interests of limiting risks and the goal of adding value. 47 48 Development and organization of risk and reward management The objective of our risk management is to recognize risks and rewards early on, to assess their effects, and to introduce suitable risk prevention and hedging measures, including risk monitoring. We ensure that our targets are reached by implementing standards throughout the Group. The RAG Beteiligungs-Group has a Group-wide internal risk monitoring system. This system includes organizational risk hedging strategies and internal monitoring systems along with a Group internal audit team that acts in a monitoring and advisory capacity independent of specific processes. Risk management also involves independent regulations set out in binding guidelines that are implemented as part of the risk monitoring process. Essential elements of the monitoring process are Management Board meetings, dialog regarding targets, strategic and operational planning, preparation of investment decisions, and monthly management reporting. The results of risk inventories conducted at least once annually in the organizational units are incorporated into the planning process. The monthly reports serve to communicate current risks and rewards to the entire Group. In addition, any risks arising unexpectedly are communicated directly to the departments responsible outside of normal reporting channels. Risk management at RAG follows the principle that primary risk responsibility lies with the organizational unit, which as the risk owner is responsible for early detection, risk management, and risk communication. Within the organizational units, risk management agents are in charge of coordinating risk management activities and ensuring that risks are communicated to the next level. Risk management is rounded out by a risk committee and a Group working party for risk management that are coordinated by the risk management agent of the RAG Group, which assumed responsibility for this function as of December 31, 2006, also on behalf of the RAG Beteiligungs-Group. In fiscal 2006, the RAG Group’s internal audit department continued its review of the risk management systems of a number of organizational units of the RAG BeteiligungsGroup and established that statutory and corporate obligations were being met. In addition, the risk management system was included in the audit of the consolidated financial statements in accordance with procedures for publicly listed stock corporations. The audit found that the risk early warning system of the RAG Beteiligungs-AG is capable of identifying at an early stage any events that could jeopardize the continued existence of the Company. Risks relating to the market and competition Because of the nature of its activities, the RAG Beteiligungs-Group is exposed to constantly changing political, social, demographic, legal, and economic circumstances both in Germany and abroad. We counteract the risks arising from these circumstances by closely observing the political and economic climate, anticipating market developments, and consistently developing our portfolio in line with the Group strategy. One area in which risk is concentrated is indicated by the intense competition in the various market segments. In the Chemicals segments, in particular, competition from low-wage countries with aggressive pricing policies leads to major competitive pressure. We respond to this pressure by increasing regional diversification, expanding our production base, and tapping new markets in regions with high growth rates such as China and Eastern Europe. The affected operating business units also reduce competitive pressure by implementing ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings measures to increase customer ties, particularly strategic research partnerships with customers, and by undertaking customer relationship management and improving cost positions as well as the services offered. In the Energy segment, adverse effects may result from the overall energy policy situation, which may entail legislative intervention for the purpose of market regulation and climate policy restrictions. Particularly worth mentioning in this context are future regulatory measures aimed at further reducing CO2 levels, although it should be noted that our own efforts already focus on reducing specific CO2 emissions at our power plants by means of additional efficiency increases and innovative technologies. In the Real Estate segment, a strategy based on a combination of modernization, demolition, new construction, and the targeted acquisition of attractive housing stock is used to counter potential adverse effects on the sustainability and earnings power of the housing portfolio due to regional or demographic factors and take advantage of the continued profitable growth of this segment. We are counteracting the intense competition in the German real estate market, which has been exacerbated by foreign investors, by honing our profile as an alternative municipal partner and improving operating management of our residential portfolio. Risks relating to production and the environment As an industrial enterprise, the RAG Beteiligungs-Group is subject to risks arising from business interruption, quality issues, and unexpected technical difficulties as well as risks related to product safety, occupational health and safety, and the environment. Groupwide guidelines on project and quality management, product safety, occupational health and safety, and environmental protection ensure that risks are effectively reduced. Business interruption insurance has been taken out to cover the risk of production interruptions. In addition, all production processes are certified in accordance with international standards and constantly developed and improved, installations are carefully maintained, and employees receive suitable and advanced training. Sufficient accounting provisions have been made for any necessary rehabilitation of contaminated sites. As an enterprise with significant activities in the chemical industry that is aware of its responsibility, the RAG Beteiligungs-Group operates these processes in accordance with the global responsible care initiative of the chemical industry. Procurement risks Potential risks may also arise based on the availability of raw materials and energy as well as primary and intermediate products and dependence on their prices. The Chemicals business area is particularly dependent on crude oil prices and on exchange rates, which heavily influence both commodities prices as well as energy costs. We counter these risks by optimizing global purchasing activities and entering into long-term supply contracts wherever possible or finding alternative suppliers. Moreover, we investigate possibilities for using substitute raw materials in different production processes and are working on developing alternative production technologies. Should procurement costs rise despite 49 50 these measures, it is not always possible to pass them on directly to our customers due to competitive considerations. With respect to the power plant park operated by the Energy business area, the decreasing availability of German ballast coal poses a challenge that we are meeting by implementing appropriate process and plant-related measures as well as suitable procurement activities. Distribution and sales risks Certain operating units are dependent on key accounts. Any decline in demand from customer sectors serviced by the Chemicals business area or intensified competition from existing customers could negatively impact the chemicals business. We respond to these risks through ongoing monitoring of our markets, acquiring new customers, developing customer strategies, and making efforts to tap new applications and markets at an early stage. In the Energy business area, we see risk potential in the expiration of long-term electricity supply agreements, which, however, could quite likely entail opportunities for concluding beneficial follow-up contracts or subsequent marketing. Interest rate and currency risks In connection with its entrepreneurial activities, the RAG Beteiligungs-Group is exposed to interest rate and currency risks. Currency risks arise on the purchasing side based on raw materials procurement, and on the sales side based on end product sales. The goal of our currency management is to safeguard our operating business against fluctuations in earnings and cash flow due to exchange rate changes on currency markets. This applies to the U.S. dollar in particular. We use currency forward transactions and currency options to hedge the currency risk arising from a rise in the euro against the U.S. dollar, which would lead to more expensive exports to U.S. dollar regions. Interest rate management also aims to protect Group earnings from negative effects of fluctuations in market interest rates. The risk of interest rate changes is managed by utilizing primary and derivative financial instruments, particularly interest rate swaps and currency options, to achieve a ratio of fixed to variable interest rates based on suitable to cost-risk aspect considerations. To mitigate these risks, we enter into hedging transactions, in which derivative financial instruments are also employed. These derivatives are implemented exclusively for hedging purposes, i.e., only in connection with the corresponding underlying transactions arising from ordinary business activities that have a risk profile opposite to that of the hedging transaction. The type and scope of the underlying hedging transactions are governed in the Group’s binding financial guidelines. Both fixed contractual agreements as well as planned transactions are hedged. For a detailed explanation of interest rate and currency management as well as the use of derivative financial instruments, please see pages 106 to 107 of the notes to the consolidated financial statements. Liquidity risks Central liquidity risk management, which is centered around a Group-wide cash pool, has been established to control liquidity risks. Degussa has been included in full in RAG Beteiligungs-AG’s liquidity management since December 2006. The purpose of the central ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings liquidity risk management system is to ensure that the necessary funds are available on time and in the required currency to finance the current operational business and to guarantee that the funds for current and future investments are available to all companies in the Group. Sufficient credit lines are available for unforeseen liquidity risks, among other things in the form of a revolving credit facility in the amount of €2.25 billion via RAG Beteiligungs-AG. Please see pages 106 to 107 of the notes to the consolidated financial statements for a detailed portrayal of liquidity risks and the management of these risks. Risks relating to acquisitions and divestments The long-term development of the RAG Beteiligungs-Group can be promoted by expanding individual businesses. Decisions made in this regard are implemented in particular by taking over suitable companies or by acquiring majority stakes in them. Potential companies are subjected to an intensive due diligence process in advance of the acquisition. These investigations center on strategic relevance, management quality, and development potential. New companies in the portfolio are systematically integrated into the Group and its existing risk management processes. In connection with value-oriented internal control processes and portfolio analysis, all operating business units are reviewed on an ongoing basis to determine their long-term profitability potential and their appropriateness with respect to Group strategy. The ensuing restructuring and divestment requirements are consistently and systematically implemented. Subsequent liability and warranty risks arising from divestments are subject to a systematic post-transaction management process. Legal risks Risks from litigation can never be completely ruled out. Especially in cases of divestment and acquisition, warranty claims may be made against the RAG Beteiligungs-Group. In its operating business, the Group is subject to liability risks arising from potential damage claims in connection with product liability, patents, tax law, competition regulations, cartel law, and environmental regulations on the one hand and through violation of statutory requirements on the other. For the controlled handling of such risks, we have developed a concept involving high quality and security standards. To protect against the financial consequences of damages that may nonetheless arise, insurance policies have been taken out to cover property damages, product liability, and other risks. Provisions have been recognized where necessary. Personnel risks The realization of strategic and operational goals in the organizational units depends on the knowledge and skills of our highly qualified specialists and executives. In order to secure appropriately qualified employees for future as well as current needs and establish lasting relationships with these employees, the RAG Beteiligungs-Group offers an attractive compensation system as well as systematic employee development programs with a variety of opportunities for professional and personal training and development. In addition, intensive contacts are maintained with universities and professional associations for the purpose of recruiting talented junior employees for the Company. 51 52 IT risks Guidelines and regulations applicable to the entire Company describe in detail how to handle data and use information systems securely. Internal communications also serve to sharpen all employees’ focus on the topic of IT security. The latest protection technologies are employed to guarantee the highest possible levels of data security. Adherence to these regulations is also expected from external service providers commissioned by the RAG Beteiligungs-Group. Other risks We have made additional preparations in the event of an outbreak of a new influenza pandemic as feared by the World Health Organization (WHO). Special pandemic plans have been developed at numerous locations, and their effectiveness has been tested in trial runs. These plans are continuously updated to reflect the current state of knowledge. Comprehensive information and training materials have been prepared for employees and made available on the Intranet, for example. Overall assessment of the risk position An assessment of the risk position has found that given the measures implemented as well as those planned, there are no existing risks that – either individually or in conjunction with one another – entail any effects that would endanger the existence of the RAG Beteiligungs-Group or RAG Beteiligungs-AG. OUTLOOK Conditions are favorable for a further good performance. The economy in the industrial nations is rising, and production is still increasing significantly. While the VAT increase and a flattening out of the world economy have slowed domestic demand in Germany and weakened exports, rapid improvement in the unemployment rate will positively impact demand. On the whole, there are numerous opportunities for a sustained upswing in Germany and a lasting reduction in the number of unemployed persons, driven by an upturn in the world economy. We plan to float RAG Beteiligungs-AG on the stock market under its new name as an integrated industrial enterprise boasting the attractive business areas of Chemicals, Energy, and Real Estate. In 2006, we made significant progress toward meeting this goal thanks to a number of crucial measures and decisions implemented. We intend to fulfill the remaining legal and organizational requirements for a successful IPO for our Company during the course of 2007. With its focus on the Chemicals, Energy, and Real Estate business areas, the RAG Beteiligungs-Group is well-positioned for the planned stock market flotation. In addition to innovations and an increase in commitments in the growth regions of Asia and Eastern Europe on the part of our Chemicals business area, we plan to increase concentration on high-margin transactions in the Energy and Real Estate business areas and expand our leading positions in these markets. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings Major optimization projects such as Project “Sirius” and “Degussa 2008” are still being implemented. Project “Sirius” is aimed at lowering administrative costs on a sustained basis by reducing personnel and materials costs. “Degussa 2008” pursues the primary goal of becoming even more involved in growth markets, offering customized solutions to customers in the areas of marketing, sales, and innovation, and further increasing the company’s competitive position by ensuring state of the art production and a high level of employee competency. The Chemicals business area will continue to benefit from the upward trend of the world economy. Our broad product portfolio, which includes a variety of applications, customers, and regions, affords us a stable basis for participating in the global upswing. We anticipate steady organic growth over the next few years from our own innovations as well as growth in the Asian and Eastern European regions. We will also make investments to increase our share of businesses with leading market positions, without compromising our financial objectives or return targets in the process. To optimize our business portfolio, we will continue to undertake small-scale acquisitions and divestments. Such activities represent a continuous process of adapting to changing conditions and serve to supplement our investment activities. We are also aiming to further increase our productivity by optimizing processes and structures. In the Energy business area, we began a comprehensive program of capital spending with the start of construction of Europe’s most modern coal-fired power plant at our Duisburg-Walsum location. We intend to be a major participant in the high demand for renewal and replacement at this German power plant park. Together with municipal utility companies, we are planning to construct another 750 megawatt power generation unit (“Herne 5” project). Construction is planned to start in the summer of 2008, with commissioning in the fall of 2011. The technical concept corresponds to that of “Walsum 10,” though this project will allow decoupling from district heating. Herne 5 will be marketed to municipal energy supply companies to a large extent. In addition, we intend to take advantage of opportunities to build power plants and supply energy for industrial enterprises. For the ROGESA project, which involves construction of an industrial power plant at the Dillinger Hütte facility in Saarland, a general contractor agreement was concluded with AE&E Inova. The start of construction is slated for the summer of 2007, with commissioning in May 2009. Blast furnace gas will be used to fuel the plant, which will have an installed output of 90 megawatts. Our Real Estate business area took strategic action in the year under review in preparation for fiscal 2007. The business area is anticipating a good overall business trend. Our objectives include increasing our property holdings by purchasing housing companies and housing inventories. These activities are intended to reinforce our portfolio through purchases of existing units and new construction projects as well as through investments in property expansion and conversion and to ensure the future viability of our business. Activities in the Real Estate business area will focus on selected locations within the Rhine corridor along with Ruhr area locations offering good perspectives. 53 54 The RAG Beteiligungs-Group has created the basis for positive development by undertaking extensive optimization and restructuring measures in recent years. In connection with portfolio optimizations, we disposed of a number of activities during the course of 2006, for which reason we anticipate slightly lower sales in 2007. Transfer of management functions for the industrial activities of the RAG Group from RAG AG to RAG Beteiligungs-AG as of January 1, 2007 will effect an increase in personnel expenses in particular for the RAG Beteiligungs-Group. As a consequence, we expect EBIT to decline in 2007. A positive free cash flow is anticipated for fiscal 2007. Disposals of Mining Technology and Gas Distribution activities will contribute to this increase. In the Energy business area, planned increases in investment activity are expected to raise capital employed and have a slightly negative effect on overall ROCE. EVENTS AFTER THE BALANCE SHEET DATE Cornerstones of agreement on coal mining policy On February 7, 2007, the “Cornerstones of an Agreement on Coal Mining Policy between the German Government, the States of North Rhine-Westphalia and Saarland, RAG AG, and IG BCE” was signed, pursuant to which the German federal government and the states of North Rhine-Westphalia and Saarland have agreed to end coal mining subsidies by the end of 2018. The agreement pledges to avoid forced redundancies. In 2012, the German Bundestag will review the decision to end coal mining subsidies on the basis of a joint report prepared by the federal government and the state governments of North RhineWestphalia and Saarland. The review will consider aspects of economic viability, energy supply reliability, and other energy policy objectives. North Rhine-Westphalia will no longer contribute to the coal mining subsidies (current production) after 2014. The federal government will be exempted from the obligations to provide structural aid. RAG AG will provide the state of Saarland with structural aid in the amount of €100 million. The goal of the agreement reached is to end subsidized coal mining without having to resort to operational layoffs. To this end, early retirement plans, which are already accompanying the ongoing adjustment processes, will be continued until coal mining operations have ceased. The German federal government and the states of north Rhine-Westphalia and Saarland will until 2018 jointly provide the funds necessary to end subsidized coal mining without forced redundancies on the basis of existing model calculations and the results of an exert opinion on the costs for coal mine closures, existing environmental damage, and inherited coal mining liabilities of both limited and unlimited duration. This government funding is also a prerequisite for the entire equity holdings of RAG AG being used to finance inherited liabilities of unlimited duration. The subsidies will be regulated through legislation as well as a framework agreement between the German government and the states concerned. ACTIVE Foreword 왘 Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings The legislation to be presented by the federal government will stipulate the level of subsidies to be provided each year by the German government starting in 2009 until the mines are shut down. In 2007, RAG will receive a grant notice enumerating the subsidies for mine closures from 2009 until the end of 2012. This new grant notice will continue to limit subsidies when a certain price on the world market is exceeded (Kappungsgrenze) and allow for an economic price adjustment clause (Sprechklausel) to avoid underfunding, as did earlier notices. On the basis of this grant notice, RAG AG will adjust its mining operations to reflect an expected capacity of 12 million tons in 2012. To finance inherited liabilities of unliminted duration, the states of North-Rhine Westphalia and Saarland will make special arrangements with a private law foundation to be established by RAG in what is known as a “negative legacy” agreement (Erblastenvertrag). The proceeds from the flotation of the shareholdings of RAG AG will be added to the “negative legacy” agreement, which will be guaranteed by North-Rhine Westphalia and Saarland. The federal government will cover one-third of the states’ guarantees. The financing phase-out requires all current RAG shareholders to sell their shares in RAG AG to the foundation to be established by RAG for €1 each, without subjecting the public sector to any detrimental conditions. Decisions will be made on dissolution of the joint liability arrangement between RAG’s coal and industrial activities, on the method of realization of RAG Beteiligungs-AG – most probably through an initial public offering – and on maintaining a minority share in RAG Beteiligungs-AG’s shareholdings by the foundation, after an expert opinion has been made available on the value of the shareholdings and realization options. In our opinion, implementation of these cornerstones will ensure that the funds provided by the public sector and the realization of RAG Beteiligungs-AG will be sufficient to finance the phase-out process and to overcome the legacy inherited from RAG AG’s coal mining operations. In addition, this offers promising prospects for the RAG industrial enterprise and its nearly 45,000 employees, which, coupled with the planned public offering, will enable new growth potential. Based on the grant notice issued to RAG AG by the public sector approving subsidies for the years from 2006 to 2008, RAG AG is obligated to transfer funds of €150 million annually from its holding operations to its coal mining operations. RAG AG will ensure that in 2007 and 2008, this contribution will be rendered by RAG Beteiligungs-AG. Essen, March 8, 2007 This Report contains forward-looking statements that are based management’s current expectations, estimates, and projections on the basis of the information available at present. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions, which are difficult to predict. Actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors, such as if risks or uncertainties materialize or assumptions prove incorrect. 55 56 ACTIVE Foreword Management Report 왘 Consolidated Financial Statements Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings Consolidated Financial Statements 2006 of RAG Beteiligungs-AG (formerly RAG Beteiligungs-GmbH), Essen Consolidated Financial Statements 58 Income Statement 59 Balance Sheet 60 Statement of Changes in Equity 62 Cash Flow Statement 63 Notes to the Consolidated Financial Statements 64 Segment Reporting 66 Basis of Presentation 66 New Financial Reporting Standards 68 Adjustments of Previous Years’ Figures 69 Scope of Consolidation 70 Principles of Consolidation 71 Currency Translation 72 Accounting Policies 81 Notes to the Non-Current Assets Held for Sale and Discontinued Operations 84 Notes to the Income Statement 89 Notes to the Balance Sheet 108 Notes to the Cash Flow Statement 109 Notes to the Segment Report 113 Other Disclosures 116 Disclosures in Accordance with National Requirements Other Information 117 Auditor’s Report 118 Report of the Supervisory Board 120 Corporate Bodies and Offices Held 124 Major Shareholdings 57 58 Consolidated Income Statement RAG Beteiligungs-AG for the year ended December 31, 2006 € million Note 2006 2005 Sales (3) 14,793.4 14,181.1 – 92.4 – 12.7 78.1 93.7 1,092.8 1,243.3 Changes in inventories of finished goods and work in progress Other own work capitalized Other operating income (4) Raw materials and consumables used (5) 7,740.8 7,360.3 Personnel expense (6) 3,079.0 2,984.9 Depreciation, amortization, and impairment losses (7) 1,508.4 1,307.8 Other operating expenses (8) 3,086.6 3,249.5 + 457.1 + 602.9 145.4 78.4 Profit before financial result and income tax expense (continuing operations) Interest income Interest expense (9) (9) 624.2 503.2 Result from investments accounted for using the equity method (10) + 50.0 + 70.1 Other financial result (11) Financial result Profit before tax (continuing operations) Income tax expense (12) Profit after tax (continuing operations) Profit after tax (discontinued operations) (2) Profit after tax thereof attributable to: Minority interests Equity holders of RAG Beteiligungs-AG (net income) Earnings per share (basic and diluted) in € (31) + 24.6 + 10.9 – 404.2 – 343.8 + 52.9 + 259.1 10.3 182.6 + 42.6 + 76.5 + 1,108.9 + 211.5 + 1,151.5 + 288.0 + 106.2 + 1,045.3 + 92.9 + 195.1 + 2.24 + 0.42 ACTIVE Foreword Management Report 왘 Consolidated Financial Statements Notes Report of the Supervisory Board 59 Corporate Bodies Major Shareholdings Consolidated Balance Sheet RAG Beteiligungs-AG as of December 31, 2006 € million Note Dec. 31, 2006 Dec. 31, 2005 Intangible assets (13) 4,483.0 4,118.7 Property, plant, and equipment (14) 5,605.3 6,630.9 Investment properties (15) 1,630.5 1,656.7 Investments accounted for using the equity method (16) 279.4 414.7 Financial assets (16) 1,639.1 1,867.5 Deferred tax assets (24) 496.7 1,086.2 Other receivables (18) Non-current assets 106.6 85.2 14,240.6 15,859.9 Inventories (17) 1,899.0 2,510.1 Current tax assets (24) 95.0 96.9 Trade receivables (18) 2,354.1 3,229.7 Other receivables (18) 410.6 525.5 Financial assets (16) 285.1 229.3 Cash and cash equivalents (27) 444.3 400.9 (1) 1,314.6 898.1 Non-current assets held for sale and disposal groups Current assets 6,802.7 7,890.5 Total assets 21,043.3 23,750.4 Dec. 31, 2006 Dec. 31, 2005 466.0 466.0 Reserves 3,404.6 2,766.0 Equity attributable to equity holders of RAG Beteiligungs-AG 3,870.6 3,232.0 € million Note Issued capital Minority interests 449.2 2,017.3 (19) 4,319.8 5,249.3 Provisions for pensions and similar obligations (20) 4,070.3 4,300.7 Other provisions (21) 1,270.9 1,339.2 Deferred tax liabilities (24) 961.4 1,494.3 Current tax liabilities (24) 112.1 100.9 Financial liabilities (22) 3,571.9 3,676.3 Other payables (23) Equity Non-current liabilities 182.7 211.2 10,169.3 11,122.6 Other provisions (21) 1,310.0 1,752.6 Current tax liabilities (24) 226.1 304.4 Financial liabilities (22) 2,306.7 2,373.3 Trade payables (23) 1,264.8 1,821.7 Other payables (23) 588.9 874.4 (1) 857.7 252.1 6,554.2 7,378.5 21,043.3 23,750.4 Liabilities of disposal groups Current liabilities Total equity and liabilities 60 Consolidated Statement of Changes in Equity RAG Beteiligungs-AG as of December 31, 2006 Issued capital € million Balance as of January 1, 2005 Note (19) 466.0 Capital increase/reduction Dividends Transactions with equity holders Profit after tax Other comprehensive income/loss (OCI) Total income recognized in equity Other changes Balance as of December 31, 2005 466.0 Capital increase/reduction Dividends Transactions with equity holders Profit after tax Other comprehensive income/loss (OCI) Total income recognized in equity Other changes Balance as of December 31, 2006 466.0 ACTIVE Foreword Management Report 왘 Consolidated Financial Statements Notes Report of the Supervisory Board Reserves Capital Accumulated reserve profits 722.5 1,859.6 Accumulated other comprehensive income/loss (OCI) Availablefor-salesecurities 17.0 Cash flow hedges Revaluation reserve for successive acquisitions Currency translation adjustment 46.1 31.5 – 139.9 61 Corporate Bodies Major Shareholdings Equity attributable to equity holders of RAG Beteiligungs-AG Minority interests Equity 3,002.8 1,966.6 4,969.4 0.0 4.2 4.2 – 69.8 – 69.8 – 183.1 – 252.9 – 69.8 – 69.8 – 178.9 – 248.7 195.1 195.1 92.9 288.0 – 0.1 – 30.5 10.6 143.2 123.2 110.9 234.1 195.1 – 0.1 – 30.5 10.6 143.2 318.3 203.8 522.1 0.1 – 1.0 – 3.4 – 2.0 – 13.0 – 19.3 25.8 6.5 722.6 1,983.9 13.5 40.1 – 9.7 3,232.0 2,017.3 5,249.3 15.6 0.0 12.3 12.3 – 235.0 – 235.0 – 73.0 – 308.0 – 235.0 – 235.0 – 60.7 – 295.7 1,045.3 1,045.3 106.2 1,151.5 – 197.5 – 165.1 – 29.8 – 194.9 – 197.5 880.2 76.4 956.6 1,045.3 5.3 27.1 5.3 27.1 0.0 – 0.3 – 8.3 10.8 1.8 – 2.0 – 8.6 – 6.6 – 1,583.8 – 1,590.4 722.3 2,785.9 29.6 44.5 38.1 – 215.8 3,870.6 449.2 4,319.8 62 Consolidated Cash Flow Statement RAG Beteiligungs-AG for the year ended December 31, 2006 € million Note Profit before financial result and tax (continuing operations) +/– depreciation, amortization, impairment losses/reversal of impairment losses 2006 2005 + 457.1 + 602.9 + 1,460.8 + 1,240.0 –/+ gains/losses on disposal of non-current assets – 131.4 – 251.5 –/+ change in inventories – 78.9 – 113.3 –/+ change in receivables and other assets + 482.7 – 65.5 +/– change in provisions – 376.0 – 369.5 +/– change in liabilities (excl. financial liabilities) – 389.7 + 479.3 – – 225.2 – 316.3 interest paid + interest received + 58.1 + 41.1 + dividends received + 25.3 + 60.5 – income taxes paid Cash flow from operating activities (continuing operations) (25) – 184.9 – 161.1 + 1,097.9 + 1,146.6 Intangible assets; property, plant and equipment; investment properties – cash payments for investments – 994.7 – 1,092.9 + cash receipts from disposals + 262.3 + 321.6 Acquisitions, investments and loans – cash payments for investments – 3,535.8 – 174.3 + cash receipts from disposals + 3,524.0 + 458.2 + 11.2 + 35.5 – 733.0 – 451.9 + 12.3 + 4.2 – 73.0 – 183.1 – 69.8 – 98.6 –/+ change in current securities and deposits Cash flow from investing activities (continuing operations) (26) +/– cash receipts/cash payments relating to capital contributions – cash payments to minority interests –/+ profit transfer of the previous year/dividends paid1) + increase in financial liabilities + 4,552.3 + 1,935.2 – repayment of financial liabilities – 4,654.0 – 2,447.9 Cash flow from financing activities (continuing operations) – 232.2 – 790.2 Change in cash and cash equivalents (continuing operations) + 132.7 – 95.5 Cash and cash equivalents as of January 1 (total) 400.9 473.8 – – 92.7 – 67.8 Cash and cash equivalents as of January 1 (continuing operations) 308.2 406.0 +/– change in cash and cash equivalents (continuing operations) + 132.7 – 95.5 cash and cash equivalents as of January 1 (discontinued operations) +/– effect of exchange rates and other changes in cash and cash equivalents Cash and cash equivalents as of December 31 (continuing operations) + cash and cash equivalents as of December 31 (discontinued operations) Cash and cash equivalents as of December 31 (as reported on the balance sheet) 1) Profit transfer/dividends paid without tax charge (stand-alone) (27) + 3.4 – 2.3 + 444.3 + 308.2 – + 92.7 444.3 400.9 – 102.3 – 98.6 ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings Notes to the Consolidated Financial Statements RAG Beteiligungs-Group 2006 63 64 Consolidated Segment Reporting RAG Beteiligungs-Group for the year ended December 31, 2006 Business segments Note (28) Technology Specialties € million External sales Intersegment sales Total sales Result from investments accounted for using the equity method Consumer Solutions Specialty Materials 2006 2005 2006 2005 2006 2005 4,806.1 4,264.3 2,453.0 2,239.9 2,838.9 2,531.6 335.5 301.1 83.9 82.5 37.3 45.1 5,141.6 4,565.4 2,536.9 2,322.4 2,876.2 2,576.7 11.7 9.9 21.5 19.1 6.7 9.7 112.7 109.0 69.2 71.1 48.9 43.9 EBITDA1) 829.4 695.9 373.9 249.1 454.9 425.7 EBIT2) 460.4 309.3 190.9 70.6 249.9 234.4 Investments accounted for using the equity method Capital employed (as of Dec. 31) 3,886.0 4,212.3 2,161.1 2,144.4 2,660.5 2,670.0 ROCE (in %) 11.8 7.3 8.8 3.3 9.4 8.8 EBITDA margin (in %) 17.3 16.3 15.2 11.1 16.0 16.8 Capital expenditures 227.0 237.8 160.1 231.5 170.0 206.2 Depreciation and amortization 341.7 360.6 181.3 158.5 204.2 189.6 Other significant non-cash expenses 717.8 716.7 228.1 143.0 261.7 230.4 Segment result – 37.9 94.3 98.4 39.4 175.2 279.0 Segment assets 4,908.0 5,915.1 2,574.0 2,839.0 3,137.7 3,132.9 1,981.0 1,997.2 712.6 745.7 1,176.9 1,157.3 Segment liabilities 1) Adjusted for non-operating items of – €272.2 million (2005: – €143.2 million), cf. Note (30) 2) Adjusted for non-operating items of – €701.9 million (2005: – €424.3 million), cf. Note (30) Geographical segments (regions) Note (29) Germany € million Sales Segment assets Capital expenditures 2006 Rest of Europe 2005 2006 2005 5,941.0 5,896.2 3,788.5 3,596.2 11,666.3 11,291.6 1,231.0 1,923.3 647.1 700.2 83.9 194.2 ACTIVE Foreword Management Report Energy incl. Coal Trading Consolidated Financial Statements 왘 Notes Report of the Supervisory Board Energy excl. Coal Trading Real Estate 65 Corporate Bodies Major Shareholdings Other, consolidation Group (continuing operations) 2006 2005 2006 2005 2006 2005 2006 2005 2006 2005 2,574.4 2,765.4 1,744.4 1,792.7 353.2 361.2 1,767.8 2,018.7 14,793.4 14,181.1 163.3 207.7 27.9 27.3 3.3 3.7 – 623.3 – 640.1 0.0 0.0 2,737.7 2,973.1 1,772.3 1,820.0 356.5 364.9 1,144.5 1,378.6 14,793.4 14,181.1 9.7 19.2 7.8 10.7 0.0 0.0 0.4 12.2 50.0 70.1 50.1 58.1 50.1 46.0 0.0 0.0 – 1.5 132.6 279.4 414.7 495.2 509.4 458.0 465.8 154.7 172.5 – 28.0 54.6 2,280.1 2,107.2 392.8 411.3 357.5 377.8 111.9 129.9 – 172.3 – 47.3 1,233.6 1,108.2 2,473.4 2,653.4 2,416.8 2,569.6 1,728.6 1,678.8 1,075.2 808.5 13,984.8 14,167.4 15.9 15.5 14.8 14.7 6.5 7.7 8.8 7.8 19.2 18.4 26.3 26.0 43.8 47.8 15.4 14.9 229.2 270.3 228.2 261.5 77.5 110.8 94.7 137.3 958.5 1,193.9 87.5 92.9 85.7 85.0 47.4 46.9 111.6 131.1 973.7 979.6 263.2 442.5 211.6 386.6 135.9 59.8 899.5 1,161.0 2,506.2 2,753.4 421.5 428.9 382.6 370.8 66.0 137.5 – 266.1 – 376.2 457.1 602.9 2,351.1 2,733.9 1,968.0 2,164.0 1,874.7 1,841.6 1,812.5 1,221.4 16,658.0 17,683.9 1,604.4 1,942.4 1,195.1 1,365.0 287.5 323.2 2,970.8 3,120.2 8,733.2 9,286.0 North America 2006 2005 Asia Central and South America 2006 2005 2006 2005 Other, consolidation 2006 2005 Group (continuing operations) 2006 2005 2,211.2 2,049.8 2,152.5 2,005.5 468.6 411.4 231.6 222.0 14,793.4 14,181.1 1,409.4 1,862.6 1,048.9 1,191.2 165.3 172.3 1,137.1 1,242.9 16,658.0 17,683.9 92.7 74.4 108.1 212.9 24.9 7.8 1.8 4.4 958.5 1,193.9 66 BASIS OF PRESENTATION The following standards and interpretations are required to be applied for the first time in fiscal 2006: RAG Beteiligungs-AG (formerly RAG Beteiligungs-GmbH) was 쮿 IFRS 6 “Exploration for and Evaluation of Mineral Resources;” established on October 11, 2006 by means of a reorganization 쮿 Amendment to IAS 19 “Employee Benefits: Actuarial Gains and through a change of the legal form. RAG Beteiligungs-AG, a stock Losses, Group Plans and Disclosures;” corporation as defined by German law, is a direct subsidiary of 쮿 Amendment to IAS 21 “The Effects of Changes in Foreign RAG Aktiengesellschaft, Essen. A control and profit and loss trans- Exchange Rates: Net Investment in a Foreign Operation;” fer agreement has been concluded between RAG Aktiengesell- 쮿 Amendments to IAS 39 “Financial Instruments: The Fair Value schaft (“RAG”) as the sole equity holder and RAG Beteiligungs-AG. Option;”“Financial Instruments: Cash Flow Hedge Accounting of RAG Beteiligungs-AG and its subsidiaries are included in the con- Forecast Intragroup Transactions;” solidated financial statements of RAG Aktiengesellschaft, which 쮿 Amendments to IAS 39/IFRS 4 “Financial Instruments/ are published in the electronic Federal Gazette (elektronischer Insurance Contracts: Financial Guarantee Contracts;” Bundesanzeiger). 쮿 Amendment to IFRS 1/IFRS 6 “First-Time Adoption of The registered offices of RAG Beteiligungs-AG are located at IFRS/Exploration for and Evaluation of Mineral Resources;” Rellinghauser Strasse 1 – 11, Essen, Germany. The Company is 쮿 IFRIC 5 “Rights to Interests arising from Decommissioning, entered in the Commercial Register of the Local Court of Essen Restorations and Environmental Rehabilitation Funds;” under No. 19474 (formerly Local Court of Essen, No. 5398). The 쮿 IFRIC 6 “Liabilities arising from Participating in a Specific business activities of the Company are described under “Notes to Market – Waste Electrical and Electronic Equipment.” Segment Reporting.” These consolidated financial statements of RAG Beteiligungs-AG were prepared on a voluntary basis. As permitted by None of the financial reporting standards applied for the first time in fiscal 2006 had a material impact on the consolidated financial statements of RAG Beteiligungs-AG. Section 315a (3) of the German Commercial Code (HGB), the consolidated financial statements have been prepared in accor- Financial reporting standards not applied early dance with International Financial Reporting Standards (IFRS) The IASB adopted other financial reporting standards that were and comply with these standards. The IFRSs comprise the stan- not yet required to be applied in fiscal 2006 and which RAG dards (International Financial Reporting Standards and Inter- Beteiligungs-AG did not apply voluntarily before they took effect. national Accounting Standards) approved by the International In addition, the application of these new financial reporting Accounting Standards Board (IASB), London, and the interpreta- standards requires their adoption by the European Union in its tions of the International Financial Reporting Interpretations endorsement procedure: Committee (previously known as the Standing Interpretations 쮿 IFRS 7 “Financial Instruments: Disclosures;” Committee) as adopted by the EU. Additional disclosures were 쮿 IFRS 8 “Operating Segments;” made under national requirements pursuant to Section 315a (1) 쮿 Amendment to IAS 1 “Presentation of Financial Statements: of the German Commercial Code (HGB). Capital Disclosures;” These consolidated financial statements cover the fiscal 쮿 IFRIC 7 “Applying the Restatement Approach under IAS 29 year from January 1 to December 31, 2006 and have been prepared Financial Reporting in Hyperinflationary Economies;” in euros. All amounts are quoted in millions of euros (€ million), 쮿 IFRIC 8 “Scope of IFRS 2;” unless stated otherwise. 쮿 IFRIC 9 “Reassessment of Embedded Derivatives;” 쮿 IFRIC 10 “Interim Financial Reporting and Impairment;” NEW FINANCIAL REPORTING STANDARDS 쮿 IFRIC 11 “IFRS 2 – Group and Treasury Share Transactions;” 쮿 IFRIC 12 “Service Concession Arrangements.” Financial reporting standards that have already taken effect applied – insofar as relevant to the consolidated financial The IASB has revised or newly issued various standards and inter- statements of RAG Beteiligungs-AG – for the first time on their pretations that are first required to be applied in fiscal 2006. effective dates. RAG Beteiligungs-AG elected for early application of interpretation IFRIC 4 “Determining whether an Arrangement contains a Lease” before this standard took effect as of January 1, 2006. These (revised) standards and interpretations will be IFRS 7 introduces additional disclosure requirements with regard to financial instruments, requiring both qualitative and ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings quantitative disclosures related to the risk exposure resulting contract and reported separately in the financial statements as a from financial instruments and management’s policies for diver- stand-alone derivative. Subsequent reassessment of a contract sifying such risks. The new standard replaces IAS 30, which is only is prohibited unless there is a change in the terms of the original required to be applied by financial institutions, as well as the contract that significantly modifies cash flows. The interpretation existing disclosure requirements set out in IAS 32. The standard must be applied for fiscal years beginning on or after June 1, must be applied for fiscal years beginning on or after January 1, 2006. Earlier application is encouraged. The effects of the inter- 2007. Earlier application is encouraged. IFRS 7 will have conse- pretation on the consolidated financial statements of RAG quences on the extent of reporting on financial instruments in Beteiligungs-AG are currently being reviewed. the consolidated financial statements of RAG Beteiligungs-AG. IFRS 8 governs the disclosures related to business segments, IFRIC 10 relates to provisions included in IAS 34, IAS 36, and IAS 39 on the reversal of impairment losses recognized for good- products and services, and regions as well as customer relation- will and certain financial assets. IFRIC 10 concludes that an entity ships of the reporting entity. It replaces IAS 14. In accordance with shall not reverse an impairment loss recognized in a previous IFRS 8, the structure of segment reporting must correspond to interim period, if the reasons for such impairment have ceased the internal structure that governs the reporting to key decision- to exist by the reporting date of the related annual financial makers of the company (management approach). In contrast, statements. The interpretation must be applied for fiscal years IAS 14 prescribes that segment reporting must be structured in beginning on or after November 1, 2006. Earlier application is accordance with the source and nature of a company’s risks and encouraged. The interpretation currently does not affect the rewards (risks and rewards approach). The standard must be consolidated financial statements of RAG Beteiligungs-AG. applied for fiscal years beginning on or after January 1, 2009. IFRIC 11 provides guidance on questions as to how IFRS 2 Earlier application is permitted. IFRS 8 will have consequences on should be applied to agreements on share-based payments in the type and extent of segment disclosures in segment reporting which the entity grants equity instruments of the relevant included the consolidated financial statements of RAG Beteili- company itself or equity instruments of other group companies. gungs-AG. The interpretation stipulates that, in the event a company grants The amendments to IAS 1 expand disclosure requirements its own equity instruments, such equity instruments should be to include information on the “economic” capital of an entity and accounted for as equity-settled transactions, regardless of the the control of this capital by management. The amendments to method in which the company acquires these equity instruments. IAS 1 must be applied for fiscal years beginning on or after Janu- In addition, the interpretation contains provisions governing ary 1, 2007. Earlier application is encouraged. The amendment will when a share-based payment of a group company that grants not have a material impact on the consolidated financial state- equity instruments of the parent company for the purpose of ments of RAG Beteiligungs-AG. receiving goods and services should be accounted for as cash- IFRIC 7 contains instructions for applying IAS 29 when settled transactions and when these are considered equity- hyperinflation is identified for the first time. Accordingly, IAS 29 settled transactions. The interpretation must be applied for fiscal should be applied as though it had always been applied. The years beginning on or after March 1, 2007. Earlier application is interpretation must be applied for fiscal years beginning on or permitted. This interpretation is not currently relevant to the after March 1, 2006. Earlier application is encouraged. This inter- consolidated financial statements of RAG Beteiligungs-AG. pretation is not currently relevant to the consolidated financial statements of RAG Beteiligungs-AG. IFRIC 8 stipulates that IFRS 2 also extends to those trans- IFRIC 12 governs the accounting treatment of service concession agreements entered into by companies that offer public services – such as the building, operation and maintenance actions in which the reporting entity receives no compensation of roads, airports, prisons or energy distribution infrastructures – or no equivalent compensation. This also relates to transactions on behalf of local authorities. The interpretation must be applied in which the entity cannot clearly identify the goods or services for fiscal years beginning on or after January 1, 2008. Earlier appli- received. The interpretation must be applied for fiscal years cation is permitted. The effects of the interpretation on the con- beginning on or after May 1, 2006. Earlier application is encour- solidated financial statements of RAG Beteiligungs-AG are cur- aged. The interpretation does not affect the consolidated rently being reviewed. financial statements of RAG Beteiligungs-AG. IFRIC 9 governs the time of the assessment as to whether an embedded derivative should be separated from the host 67 68 ADJUSTMENTS OF PREVIOUS YEARS’ FIGURES In fiscal year 2006, RAG Beteiligungs-AG classified the Construction Chemicals, Gas Distribution, and Mining Technology If the criteria for classification as a discontinued operation are activities as discontinued operations for the first time. Food met in accordance with IFRS 5 “Non-current Assets Held for Sale Ingredients had been classified as a discontinued operation in and Discontinued Operations,” such discontinued operation must fiscal 2005 (see Item 2 of these Notes). Therefore, only the prior be presented separately from the continuing operations in the year figures for Construction Chemicals, Gas Distribution, and income statement. The amounts presented for this discontinued Mining Technology had to be adjusted in the income statement: operation for prior periods should be adjusted accordingly. Income statement Dec. 31, 05 published Construction Chemicals Distribution Technology 18,060.7 – 1,967.2 – 1,158.3 – 754.1 14,181.1 + 51.5 – 18.7 – 0.1 – 45.4 – 12.7 93.8 – 0.1 € million Sales Changes in inventories of finished goods and work in progress Other own work capitalized Change IFRS 5 Dec. 31, 05 adjusted Gas Mining 93.7 Other operating income 1,303.3 – 46.4 + 15.8 – 29.4 1,243.3 Raw materials and consumables used 9,872.4 – 924.9 – 1,104.8 – 482.4 7,360.3 Personnel expense 3,573.7 – 397.9 – 11.1 – 179.8 2,984.9 Depreciation, amortization and impairment losses 1,413.7 – 81.4 – 8.2 – 16.3 1,307.8 3,802.8 – 445.4 – 13.2 – 94.7 3,249.5 Other operating expenses Interest income 95.3 – 12.8 – 2.2 – 1.9 78.4 Interest expense 546.7 – 35.0 – 3.1 – 5.4 503.2 Result from investments accounted for using the equity method Other financial result Income tax expense Profit/loss after tax (continuing operations) Profit/loss after tax (discontinued operations) Profit/loss after tax + 94.6 – 24.5 + 70.1 + 15.8 – 4.9 + 10.9 199.1 + 9.2 – 7.8 – 17.9 182.6 + 306.6 – 169.8 – 26.0 – 34.3 + 76.5 – 18.6 + 169.8 + 26.0 + 34.3 + 211.5 + 288.0 + 0.0 + 0.0 + 0.0 + 288.0 thereof attributable to: Minority interests + 92.9 + 92.9 Equity holders of RAG Beteiligungs-AG (net income) + 195.1 + 195.1 Cash flow in the cash flow statement for the previous year was also adjusted retroactively due to first-time application of IFRS 5. Cash flow statement Dec. 31, 05 published € million Change IFRS 5 Dec. 31, 05 adjusted Mining Construction Chemicals Gas Distribution Technology Cash flow from operating activities + 1,386.2 – 120.0 – 42.7 – 76.9 + 1,146.6 Cash flow from investing activities – 523.1 + 44.0 + 14.0 + 13.2 – 451.9 Cash flow from financing activities – 916.2 + 65.0 + 25.8 + 35.2 – 790.2 – 53.1 – 11.0 – 2.9 – 28.5 – 95.5 Change in cash and cash equivalents (continuing operations) ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board SCOPE OF CONSOLIDATION Corporate Bodies Major Shareholdings Purchases and sales of investments in subsidiaries The following significant investments or increases in investments Information on the group of consolidated companies in subsidiaries are worthy of mention: The term for acceptance of the voluntary public partial In addition to RAG Beteiligungs-AG, the consolidated financial statements include all significant German and foreign sub- acquisition offer made by RAG Projektgesellschaft to the share- sidiaries directly or indirectly controlled by RAG Beteiligungs-AG. holders of Degussa AG (“Degussa”), Düsseldorf, for purchase of Significant associates and joint ventures are accounted for using their shares at a price of €42 per share ran from January 27 to the equity method if significant influence can be exercised. First- February 27, 2006. A total of 2.19 percent of the Degussa shares time consolidation or deconsolidation is always carried out as of were acquired in connection with this offer. Additional Degussa the date of acquisition or loss of control. shares were acquired outside of the offer, in particular the All of the main subsidiaries included in the consolidated Degussa shares held by E.ON AG (E.ON), Düsseldorf, (42.86 per- financial statements, and the enterprises accounted for using the cent), which were acquired at a price of €31.50 per share. The equity method, are listed after the independent auditors’ report. stake in Degussa held directly or indirectly by RAG Projektge- The group of consolidated companies of RAG Beteiligungs- sellschaft mbH exceeded the threshold of 95 percent required to AG comprised a total of 326 (2005: 505) fully-consolidated compa- initiate a shareholder squeeze-out. On May 29, 2006, the Degussa nies as of the balance sheet date. A total of 26 (2005: 31) compa- Shareholders’ Meeting resolved to squeeze out the remaining nies were accounted for under the equity method. minority shareholders on the request of RAG Projektgesellschaft mbH and consented to concluding a control and profit and Number of 2006 2005 Consolidated companies RAG Beteiligungs-AG and fully consolidated subsidiaries: loss transfer agreement with RAG Projektgesellschaft mbH. The full acquisition of Degussa was finalized upon registration of the squeeze-out resolution in the Commercial Register on September 14, 2006. The minority shareholders were granted a cash Germany 135 174 International 191 331 Investments accounted for using the equity method: compensation amounting to €45.11 per share. Even the shareholders who had previously tendered their shares within the context of the public purchase offer received €45.11 per tendered Germany 16 18 International 10 13 352 536 Degussa share, taking into account amounts already received. A total of €3,436.8 million was paid for the Degussa shares in 2006. After deducting the acquired minority interests of €1,611.5 million, goodwill was capitalized in an amount of €1,825.3 million. The consideration agreed for further investments or In the year under review, 10 German subsidiaries and 12 foreign subsidiaries were consolidated for the first time. A total of 167 subsidiaries, 133 of which were foreign, were sold. A total of 21 subsidiaries, 9 of which were foreign, were merged. A further 13 subsidiaries, 10 of which were foreign, left the group of consolidated companies. In addition, 3 associated German companies and one foreign associated company were accounted for using the equity method for the first time. One foreign associated company was sold. One additional foreign associated company was merged. Another 7 associated companies, 2 of which were foreign, were no longer accounted for using the equity method. increases in investments totaled €67.5 million. 69 70 The combined effect of the investments or increases in agreement, in which a purchase price of €540 million was agreed investments in subsidiaries on the balance sheet at the time of initial consolidation was as follows: upon, had been signed in September 2005. In June 2006, RAG Beteiligungs-AG (Technology Specialties segment) and Gilead Sciences, Inc., Foster City, California, USA, Fair value amount Carrying amount Non-current assets 55.1 54.7 Current assets (excluding cash and cash equivalents) 23.5 23.5 Cash and cash equivalents 14.8 14.8 5.8 0.8 47.9 47.6 € million Non-current liabilities Current liabilities Contingent liabilities Net assets 0.0 1,856.8 Minority interests 1,607.8 The gross purchase price amounted to €115 million. The business sold comprised the activities related to the exclusive synthesis of active ingredients and primary products of active ingredients for the pharmaceutical and bio-pharmaceutical industry. The transaction was completed in November 2006, and the company was subsequently deconsolidated. In addition to the disposals mentioned above, Oxxynova GmbH & Co. KG, Marl, RIAG Gebäudemanagement GmbH, Dort- 39.7 Goodwill/negative goodwill Cost (purchase price) signed an agreement for the sale of Raylo Chemicals Inc., Canada. 44.6 mund, the STEAG HamaTech Group, and the Industrial Chemicals business were also sold in 2006. The effect of the disposals of these subsidiaries on the balance sheet at the time of deconsolidation was as follows: 3,504.3 € million The following significant sales of investments in subsidiaries should be noted: In February, RAG Beteiligungs-AG sold its Construction Non-current assets 1,560.6 Current assets (excluding cash and cash equivalents) 1,919.0 Chemicals activities to BASF Aktiengesellschaft, Ludwigshafen, Cash and cash equivalents for a net purchase price of €2.2 billion at a transaction value Non-current liabilities 278.9 97.6 (including liabilities assumed) of more than €2.8 billion. The Current liabilities 638.9 transaction was executed in July 2006. The effect of the disposal of the Construction Chemicals on the balance sheet at the time of deconsolidation was as follows: PRINCIPLES OF CONSOLIDATION € million The financial statements of the German and foreign subsidiaries Non-current assets 1,388.7 Current assets (excluding cash and cash equivalents) included in the consolidated financial statements have been prepared in accordance with uniform accounting policies. 794.7 Cash and cash equivalents 77.2 At the time of acquisition, equity is consolidated by offsetting the proportionately remeasured equity of the subsidiary Non-current liabilities 236.8 against the investment carrying amount. The assets, liabilities, Current liabilities 360.9 and contingent liabilities of the subsidiaries are therefore recognized at fair value. If shares are already held in a subsidiary prior In March 2006, negotiations related to the sale of the to the transfer of control, the fair values of the assets, liabilities, Water Chemicals activities, which belonged to the Consumer and contingent liabilities may change depending on the timing Solutions segment, to the U.S. company Ashland Inc. were of the pro-rated acquisition. Any change relating to the shares concluded successfully. The purchase price, including liabilities previously held is to be taken into account as a revaluation and assumed, amounted to €120 million. The transaction was com- recognized in the revaluation reserve as a special component of pleted in the second quarter. equity. The excess of the purchase price over the fair value of net In April 2006, the sale of the former Food Ingredients business to the U.S. company Cargill was completed after the anti-trust authorities had granted their approval. The sales assets acquired is reported on the balance sheet as goodwill. Negative goodwill is recognized immediately in income. Any ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board residual goodwill is recognized in the calculation of net disposal 71 Corporate Bodies Major Shareholdings CURRENCY TRANSLATION income as part of deconsolidation. To the extent that additional shares in an already fully- In the separate financial statements of the subsidiaries, business consolidated company are acquired, the costs of acquiring such transactions in a foreign currency are measured at the exchange additional shares are offset against the related minority interests. rate at the time of initial recognition. Any exchange rate gains Any remaining excess of the purchase price over the fair value of and losses arising on the valuation of monetary assets or liabili- net assets acquired is reported on the balance sheet as goodwill. ties in foreign currency up to the balance sheet date are recog- Since this type of transaction is not dealt with in any standard, nized in income in other operating income and expenses. the management decided to apply this accounting method after considering all circumstances. All intercompany income and expenses, gains and losses, The functional currency translation method is used for the financial statements of foreign subsidiaries. In the consolidated financial statements, items for all foreign subsidiaries are and receivables and payables between the subsidiaries included translated from local currency to euros at exchange rates on the in the consolidated financial statements have been eliminated. balance sheet date, because these enterprises operate their Any write-downs related to intercompany transactions in the businesses independently in local currency. The same procedure individual financial statements have been reversed. is used for translating adjustments to the carrying amount of The same principles of consolidation also apply to invest- foreign enterprises accounted for using the equity method. ments accounted for using the equity method, in which any Goodwill is translated as an asset of the financially independent goodwill on the balance sheet is recognized in the carrying foreign subunits using the closing rate. Sales and expenses are amount of the investment. The financial statements for all signif- translated at average exchange rates in effect during the year. icant investments accounted for using the equity method have Differences compared to the prior-year currency translation as been prepared in accordance with uniform accounting policies. well as translation differences between income statement and balance sheet are recognized directly in equity and reported in accumulated other comprehensive income/loss. Currency translation has been based, among other things, on the following exchange rates: Annual average rates 1 € equals 2006 Closing rates 2005 Dec. 31, 06 Dec. 31, 05 Australian Dollar (AUD) 1.66 1.63 1.67 1.61 Pound Sterling (GBP) 0.68 0.68 0.67 0.68 Brazilian Real (BRL) Renminbi Yuan (CNY) US Dollar (USD) Japanese Yen (JPY) 2.74 3.03 2.82 2.76 10.02 10.21 10.28 9.52 1.26 1.24 1.32 1.17 146.20 137.10 156.93 138.90 The median of the exchange rates at the end of the past thirteen months is used as the annual average rate. 72 ACCOUNTING POLICIES value of the plan assets. Any amount exceeding the 10 percent threshold must be recognized in income over the expected Management judgments average remaining working lives of the employees covered by the In the process of applying the Company’s accounting policies, plan starting in the following year. management makes various judgments that do not represent If RAG Beteiligungs-AG were to include all actuarial gains estimates during the determination of the value of assets and and losses in income immediately, pension provisions would liabilities. Judgments made by management may significantly increase by €824.2 million (2005: €1,080.5 million). affect the amounts recognized in the consolidated financial statements. The Management Board of RAG Beteiligungs-AG has made Assumptions and estimation uncertainty The preparation of the consolidated financial statements involves the following judgments that could significantly impact the assumptions and estimates concerning the future. The actual cir- financial position and financial performance of the RAG Beteili- cumstances in practice will of course rarely match the estimates gungs-Group: that have been made. Adjustments to estimates are immediately recognized in income as soon as better information is available. (a) Property, plant and equipment and investment properties are Those estimates and assumptions that could involve a material measured at amortized cost: risk in the form of an adjustment to the carrying amounts for After recognition as an asset, the aforementioned assets are assets and liabilities within the next fiscal year are shown below, recognized at cost less any accumulated depreciation and any in the Notes to the Income Statement and in the Notes to the accumulated impairment losses. However, the option exists Balance Sheet. of carrying items of property, plant, and equipment at a revalued amount equal to their fair value on the date of the revaluation (a) Value of goodwill less any subsequent accumulated depreciation and subsequent A review of the value of intangible assets, particularly goodwill, impairment losses. Investment properties may also be carried requires making assumptions and estimates of future cash flows, at their fair value. annual growth rates, exchange rates, and discount rates. The If, for instance, RAG Beteiligungs-AG were to recognize its investment properties at fair value instead of at amortized cost, the total would be €1,234.3 million higher (2005: €684.5 million). related assumptions may be subject to changes which may lead to impairments in future periods. An increase in the corresponding discount rates due to changes in the capital markets by 10 percent does not require any (b) Capitalization of borrowing costs: further impairment. Companies are given the option of capitalizing borrowing costs that are directly attributable to the acquisition, construction or (b) Value of deferred tax assets production of a qualifying asset as part of the cost of that asset Deferred tax assets may only be recognized to the extent it is instead of recognizing them as an expense. probable that sufficient taxable profit will be available in the RAG Beteiligungs-AG capitalized borrowing costs of €24.1 million in fiscal 2006 (2005: €13.1 million). future. Deferred taxes are computed using the tax rates specified under current legislation that will be applicable to the period in which the temporary differences are likely to be reversed. If these (c) Recognition of actuarial gains and losses for defined benefit expectations are not met, the carrying amount of the deferred pension plans: tax assets must be reduced by recognizing an impairment charge RAG Beteiligungs-AG reports actuarial gains and losses only if the in income. balance of accumulated actuarial gains and losses not yet recognized in income exceeds the higher of the following amounts at the end of the prior reporting period: 10 percent of the present value of the defined benefit obligation or 10 percent of the fair ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board 73 Corporate Bodies Major Shareholdings (c) Measurement of provisions for pensions and similar obligations ratings. Non-current receivables and liabilities with a remaining The measurement of provisions for pensions and similar obliga- term to maturity of more than 15 years are discounted at a tions is based, among other things, on assumptions related to uniform blended interest rate. The discount rates used within the discount rates, long-term expected return on plan assets, future RAG Beteiligungs-Group are as follows: salary and pension increases, health care cost trend as well as mortality tables. These assumptions may deviate from actual Interest rate in % data due to a change in economic conditions or a change in the Years Euro USD GBP JPY market situation. 1 4.07 5.34 5.54 0.74 A reduction of the discount rate used by one percentage 2 4.12 5.15 5.49 0.92 point results in an increase of the present value of the defined 3 4.12 5.08 5.47 1.09 benefit obligation by €1,331.0 million. Conversely, an increase 4 4.12 5.07 5.41 1.23 in the discount rate by one percentage point results in a decline 5 4.12 5.09 5.36 1.36 of the defined benefit obligation by €1,046.8 million. 6 4.12 5.06 5.31 1.47 An increase in health care cost trends by one percentage 7 4.14 5.08 5.25 1.57 point leads to an increase of the accumulated health care benefit 8 4.15 5.14 5.19 1.66 obligation by €10.0 million and of the pension expenses by €1.0 9 4.17 5.11 5.14 1.73 million. Conversely, a reduction of the cost trend by one percent- 10 4.19 5.17 5.09 1.81 age point leads to a reduction of the accumulated health care 11 4.20 5.19 5.05 1.87 benefit obligation by €9.0 million and of the pension expenses by 12 4.21 5.21 5.00 1.93 €1.0 million. 13 4.23 5.23 4.96 1.98 14 4.24 5.24 4.91 2.04 (d) Measurement of other provisions 15 4.26 5.26 4.87 2.09 Other provisions, in particular provisions for recultivation and > 15 4.70 environmental protection, litigation risks as well as restructuring are by nature subject to a high degree of estimation uncertainty in respect to the amount and timing of the obligations. The Com- Changes in interest rates may have material consequences on pany must in some cases make assumptions based on historical the level of the carrying amount of non-current receivables and data with regard to the probability of occurrence of the obliga- liabilities. tion or future developments, such as the costs to be recognized for measuring an obligation. These assumptions may be subject Revenue recognition to estimation uncertainty, especially in the case of non-current Revenues received for the sales of goods and services in the provisions. Furthermore, the amount of non-current provisions is ordinary course of business and other revenues are recognized as particularly dependent on the market discount rate selected and described below: its development. (a) Sales revenue (e) Discounting of non-current receivables and liabilities The Technology Specialties, Consumer Solutions and Specialty The measurement of non-current receivables and liabilities Materials segments generate their revenues mainly from the bearing no interest or without market-based interest as well as sale of specialty chemicals products to industrial customers for of non-current other provisions is largely dependent on the further processing. discount rate selected and its development. In the RAG Beteili- The Energy segment generates revenues mainly from gungs-Group, interest rates staggered on the basis of currencies planning, building and operating power plants as well as decen- and remaining term to maturity are used. They correspond to the tralized energy supply plants in Germany and foreign countries. If interest rates for industrial companies with top-notch credit the customer retains substantially all risks and rewards incidental to ownership of the plants, the Company recognizes revenues from finance leases. In addition, commissions are generated 74 within the scope of worldwide coal trading with customers in Interest income is recognized pro rata temporis using the the power generation industry, the iron and steel industry, and effective interest method. Revenues from royalties are deferred in the heating market . accordance with the relevant agreements and are recognized pro The Real Estate segment comprises revenues generated from income from leasing and managing apartments, new rata temporis. Dividend income is recognized as soon as the right to receive the payment arises. construction of single and multi-family homes for third parties, and the sales of housing stock. The following revenue recognition procedure applies to all segments: The amount of sales revenue is agreed in writing between Intangible assets Intangible assets acquired for a consideration are capitalized at cost. Intangible assets with finite useful lives are amortized. Intangible assets with indefinite useful lives are not amortized, the parties involved. Sales revenues are measured at the fair but tested for impairment annually. The assessment with regard value of the consideration received or the receivable, taking into to the indefinite useful life also must be reviewed annually. account the amount of value-added tax, any trade discounts, and volume rebates. The general prerequisite for the recognition of (a) Goodwill revenue is that the amount of revenue and the amount of the Goodwill is subject to an annual impairment test and measured related costs can be reliably determined. In addition, the inflow of on the basis of historical cost less accumulated impairment economic benefits should be classified as reasonably probable. losses. For the impairment test, goodwill is allocated to cash gen- Revenue from the revenue of goods is recognized, subject to erating units (CGUs). CGUs are only aggregated to the extent they the general prerequisites, when a company has delivered prod- represent a single segment. Sometimes, business areas are ucts to a customer and the risks and rewards from the sales have defined as CGUs. In this case, the impairment test is performed been transferred to the customer. General risks in a sales trans- on the basis of the business areas concerned. Subsequently, action are accounted for with appropriate provisions on the basis assets and overheads allocable to the superordinate holding of previous experience. structure are taken into account in the impairment test on the Revenue from transactions involving the rendering of relevant segment level. services is recognized, subject to the general prerequisites, when the stage of completion of the transaction can be reliably deter- (b) Patents, Licenses and Trademarks mined. Patents, licenses and trademarks are measured at amortized cost. Generally, such revenue is recognized in the fiscal year in They are amortized over the estimated useful economic life of which the service is provided. Where the performance of services 5 to 25 years on a straight-line basis. The useful economic life of covers more than one period, the revenue recognized is based some of the rights cannot be determined accurately because they on the proportion of the overall contracted service already per- are related to brands that may be exploited without restriction. formed. In a customer-specific construction contract whose The useful lives are reviewed annually to determine whether they completion date extends beyond the balance sheet date, revenue may continue to be classified as indefinite. If the assessment of and expenses are recognized in accordance with the percentage useful life has changed, with the useful life now considered as of completion. The percentage of completion is calculated using being definite, the carrying amount of the brand is amortized the ratio of costs incurred up to the balance sheet date compared over the expected remaining useful life on a straight-line basis. to the estimated overall contract costs. Brands with an indefinite useful life are subjected to an annual impairment test. (b) Other revenues The requirement for the recognition of other revenues is that (c) Capitalized development costs the amount of the revenues can be reliably determined and that Development costs are capitalized if they can be clearly assigned the inflow of economic benefits can be classified as reasonably to a newly developed product or process that is technically probable. ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board realizable and is intended for marketing or the enterprise’s own Corporate Bodies Major Shareholdings Expenses for general overhauling and major inspections benefit. Capitalized development costs mainly relate to the devel- (major repairs) are capitalized if it is probable that future benefits opment of new products and are amortized on a straight-line will flow from the existing asset. These expenses are depreciated basis over their estimated economic useful life of 3 to 15 years. over the period until the next major repair. Ongoing repairs and other maintenance are recognized in the period in which they are (d) Other intangible assets carried out. Other intangible assets mainly relate to acquired customer Expenses in connection with pre-planning and basic relationships. They are amortized over their expected useful life. planning of investment projects are capitalized and depreciated The expected useful life was estimated based on general contrac- over the useful life of the relevant investment project. tual provisions and previous experience, and mainly ranges If material portions of an item of property, plant, and between 2 and 11 years. In addition to the useful life, the amount equipment have different useful lives, these parts are accounted of amortization takes into account the probability of continuing for and depreciated separately. existence of the customer relationship in the form of a “churn Gains and losses from disposals are calculated as the difference between the net disposal proceeds and the carrying rate.” amount of the asset and are then recognized immediately in Property, plant, and equipment income (under other operating income and expenses). Property, plant, and equipment is measured at historical cost of purchase or cost of conversion less depreciation and impairment Investment properties losses. Cost of purchase includes expenditure directly attributa- Investment properties are real estate held as a financial ble to the acquisition. Costs of conversion include direct costs as investment to generate rental income or for purposes of capital well as allocable material and production overheads, including appreciation. They are measured at amortized cost and are depreciation. Costs resulting from decommissioning after the use amortized on a straight-line basis over the useful life of the asset of an item of property, plant, and equipment are included in the from 25 to 80 years. The fair value of investment properties is cost as of the date of purchase or conversion. In addition, the cost determined by internal professionals. In previous years, this was may also contain the transfer of gains or losses from cash flow essentially performed on the basis of relevant property bench- hedges recorded in equity that were entered into in connection marks or the gross rental method in accordance with the German with the purchase of property, plant and equipment in foreign Valuation Regulation (WertV) based on the future rental income currencies as well as the costs of borrowing. that can be generated and sustained and market interest rates. In Depreciation charges are recognized on a straight-line basis over the expected useful life of the asset: certain cases, the benchmark method was used instead where this can be justified. As of December 31, 2006, the investment properties Years Buildings Useful economic life 5 – 50 Plant and equipment chemical plants power plants and components thereof allocated to the Residential Real Estate segment were valued for the first-time in accordance with the discounted cash flow (DCF) procedure by internal professionals. The DCF model maps future cash flows that determine 5 – 25 12 – 50 decentralized power supply 8 – 15 other plant and equipment 3 – 25 Furniture and office equipment 3 – 25 the property value and represent an income-based property valuation, as is common for residential properties used for rental purposes. 75 76 Inventories value of the plan assets. Actuarial gains and losses result from Inventories are stated at the lower of cost or net realizable value. the difference between the expected and actually calculated The cost of inventories of similar quality or intended for similar pension obligations as of the balance sheet date as well as from use is determined on a standardized basis using the first-in-first- deviations of the expected from the actual fair value of plan out-method or the weighted-average-cost method. The costs of assets, as determined at year-end. Actuarial gains and losses are finished goods or work in progress include the costs of raw mate- recorded only if the balance of accumulated actuarial gains rials and supplies, direct personnel costs, other direct costs and and losses not yet recognized in income exceeds the higher of the overheads allocable to production (based on normal operating following amounts at the end of the prior reporting period: capacity). Inventory costs may also include gains or losses from 쮿 10 percent of the present value of the defined benefit qualifying cash flow hedges reclassified from equity in cases obligation where the hedges were entered into for the purchase of raw 쮿 10 percent of the fair value of the plan assets. materials as well as the costs of borrowing. Emission rights acquired for a consideration are stated at Any amount exceeding the 10 percent threshold must be amortized in income over the expected average remaining the lower of cost or net realizable value. Emission rights allocated working lives of the employees covered by the plan starting in at no charge are recognized at a memo value. Provisions for the the following year. obligation to grant emission rights are measured at the capitalized At year-end, the balance of the pension obligations is amount of any emission rights existing. If the obligation exceeds compared with plan assets using the fair value (funding status). the amount of the capitalized rights, the surplus amount is The pension provisions are calculated by taking into account the measured at the average price for the three months immediately asset ceiling with regard to the plan assets as well as after preceding the reporting date. deducting the unrecognized actuarial gains and losses and past If the reason for an impairment ceases to exist, the previously recognized impairment loss is reversed (written up), up to no more than historical cost. service costs. Defined contributions result in an expense in the period in which payment is made. Obligations from defined contribution plans exist under occupational pension commitments as well as Provisions for pensions and similar obligations state plans (statutory pension insurance). The measurement of provisions for pensions and similar obligations is carried out using the projected unit credit method for Other provisions defined benefit obligations as specified in IAS 19. This method If legal or constructive obligations to third parties exist as a result takes into account both the pensions and vested entitlements of past events and are likely to lead to an outflow of funds, then known to exist at the balance sheet date and also any future other provisions are created. In addition, a reliable estimate of the expected increases in salaries and pensions. The provisions are amount of the obligation must be possible. If there are a number calculated using actuarial methods. The German companies carry of obligations of this type, the probability of outflow of economic out the calculation using the biometric base values in the 2005 G resources is determined by considering all these obligations Klaus Heubeck mortality tables. Pension commitments outside of together as a whole. Restructuring provisions are only recognized Germany are calculated according to country-specific accounting when there is a constructive obligation due to a detailed formal principles and parameters. The provisions are reduced by the fair plan and when the restructuring plan raises a valid expectation on the part of those affected that the restructuring measures will be actually executed. Provisions are reported at their settlement value and also take into account future increases in costs. Non-current provisions are discounted to present value. Current provisions, and the short-term element of non-current provisions, are not discounted. The provisions are adjusted over time to account for any new information obtained. ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board Performance-related remuneration Corporate Bodies Major Shareholdings Actual income taxes for the current and earlier periods are Degussa’s Long-Term Incentive Plan is a performance-based measured at the amount of the expected payment to, or refund remuneration system providing long-term incentives for from, the tax authorities. Deferred taxes are computed using the tax rates specified members of the Management Board and other executives. The resulting obligations are determined in accordance with IAS 19 under current legislation that are, or will be applicable, to the “Employee Benefits” and recognized in income. period in which the temporary differences are likely to be reversed. Deferred taxes for German companies continue to be Deferred taxes, income taxes computed using an overall tax rate of 39 percent. This includes For tax purposes, RAG Beteiligungs-AG is deemed a controlled German corporation tax at 25 percent, the solidarity surcharge of company of RAG Aktiengesellschaft and it is not deemed a tax- 5.5 percent on corporation tax, and trade tax of 13 percent. For able entity pursuant to German tax laws. For the purposes of the foreign companies, the respective national tax rates apply. These IFRS consolidated financial statements, RAG Beteiligungs-AG has range from 19 percent in Slovakia and Poland to 35 percent in the accounted for income taxes for the Company as if the Company USA. were an independent operation and no fiscal entity agreement had been concluded with another company not included in the Actual taxes are measured using the company-related tax rates applicable on the balance sheet date. group of consolidated companies. This is in line with a substanceover-form method (stand-alone approach). The tax assets and tax Financial instruments liabilities recognized on the basis of the stand-alone approach Contractual rights and obligations are accounted for as financial are settled within the scope of the tax allocation procedure with instruments which result in an inflow or outflow of financial the fiscal entity parent. Tax expenses and tax income resulting assets or the issue of equity instruments. They are distinguished from the stand-alone approach not covered by the allocation in non-derivative and derivative financial instruments. procedure are recognized directly in equity. In addition, the RAG Beteiligungs-Group will apply the following procedure: Deferred taxes are created in accordance with IAS 12 to cover Financial instruments are measured upon initial recognition at cost, and subsequently at either amortized cost or fair value. The cost corresponds to the fair value of the consideration given temporary differences between tax accounts and IFRS financial or received, including transaction costs which can be directly statements relating to the carrying amounts and measurement attributed. They are calculated by discounting expected cash of assets and liabilities. Tax losses carried forward that can flows with the effective interest rate to the date of purchase probably be used in the future are capitalized in the amount of (present value). The effective interest rate takes into account all the deferred tax asset. Deferred tax assets are always recognized allocable interest-type fees. Within the scope of subsequent on the basis that there is likely to be future taxable income measurement, the cost is measured with the effective interest against which the temporary differences can be reversed. To the rate. The basis for the fair value is the quoted or market price if extent that the realization of deferred tax assets is unlikely, their the financial instrument is traded in a reasonably active market. carrying amounts are subject to a valuation allowance. If such a price is not available, prices of timely transactions are Deferred tax assets and liabilities are netted off, providing used. In all other cases, established measurement methods are the company is entitled to set off actual tax liabilities and assets, used, such as comparisons with the market values of similar and providing the deferred tax assets and liabilities relate to the financial instruments, discounted cash flow analyses and option same tax authority. pricing models. (a) Non-derivative financial instruments In the RAG Beteiligungs-Group, non-derivative financial instruments that are reported as financial assets are classified either as “loans and receivables” or “available for sale.” These assets are initially recognized as of the settlement date. Financial assets are derecognized when the contractual rights to the cash flows have 77 78 lapsed or have been transferred and the Group has transferred lasting shortfall in the fair value compared to the carrying substantially all risks and rewards incidental to ownership. The amount is considered an indicator of impairment. With regard to Group had no financial assets that were sold through securitiza- equities, when the fair value is 30 percent below the carrying tion or repurchase agreements and that were still reported in the amount within a period of more than 12 months, this is consid- financial statements in whole or in part (continuing involve- ered an indicator of impairment. If such an indicator exists, losses ment). recognized in accumulated other comprehensive income/loss are Non-derivative financial instruments which are reported transferred from equity to the income statement. If the reason as financial liabilities are classified as “at fair value through profit for an impairment loss ceases to exist, the related write-ups are or loss” or “liabilities at amortized cost”. Financial liabilities are generally recognized directly in equity. Only for debt securities derecognized upon repayment, i.e. when the obligation has been attributable to this category are write-ups recognized in income, settled or cancelled or has expired. up to the amount of the original impairment losses. Write-ups In the following sections, the categories used within the Group are described: The category “loans and receivables” includes trade are not recognized for equity investments and other financial assets for which a fair value may not be reliably determined. In the RAG Beteiligungs-Group, the category “at fair value receivables, receivables from finance leases, and loans. Assets in through profit or loss” comprises only the portion of the Degussa this category are measured at amortized cost using the effective bond hedged through a fair value hedge. Financial instruments interest method. Non-current assets in this category bearing non- of this category are recognized at each balance sheet date at fair market interest rates are recognized at present value. Impairment value. Any gains or losses from changes in the fair value of such losses are recognized if objective evidence based on historical instruments must be recognized in income. The Group did not data indicates that the settlement amounts due will not be fully make use of the option to voluntarily classify financial instruments recoverable on the normal terms. The amount of the impairment in this category (fair value option). loss is measured as the difference between the carrying amount The category “liabilities at amortized cost” includes trade for the asset and the present value of estimated future receipts receivables, bonds, loans, and receivables from finance leases, calculated using the effective interest rate. Impairment losses are with the exception of the Degussa bond, part of which is catego- taken to income. If the reason for an impairment loss ceases to rized as “at fair value through profit or loss.” The liabilities are exist, the related write-ups (i.e. reversals of impairment losses) measured at amortized cost using the effective interest method. are recognized in income, up to amortized cost. Liabilities without market-based interest rates are recognized at The category “available for sale” includes equity holdings present value. that are not consolidated or accounted for using the equity method and other securities. Such available-for-sale assets are (b) Derivative financial instruments generally measured at fair value, including transaction costs Derivative financial instruments are primarily used to hedge risks directly attributable to the purchase of this financial asset. Assets related to foreign currencies, commodity prices, and interest for which a fair value does not exist or cannot be determined, e.g. rates. For this purpose, hedging instruments in the form of inter- in the case of unlisted equity securities, are reported at amortized est rate swaps, cross-currency swaps, options, currency forwards, cost. Changes in the fair value are recognized directly in equity and commodity futures are accounted for as derivative financial (in accumulated other comprehensive income/loss), taking into instruments. Upon initial recognition, such financial instruments account deferred taxes. A review is carried out as of each balance are recognized at fair value as an asset or a liability. The initial sheet date to assess whether objective evidence indicates that recognition is performed as of the settlement date. Transaction an impairment of a financial asset has occurred. A material or costs, if any, are directly recognized in income. The fair value of derivatives generally is equivalent to the quoted or market price. If there is no active market, the fair value is determined on the basis of accepted calculation methods. The fair value of currency forward contracts is based on the forward price at the balance ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings sheet date. The market price of options is calculated using soon as the underlying transaction also has an impact on income. recognized option pricing models. Commodity derivatives are These amounts are included in net interest income for interest measured on the basis of spot prices and forward rates, and rate hedges, in the related sales item for hedges of sales, and in interest rate derivatives are measured by discounting future cash cost of materials for purchase transactions. If the hedged future flows. Stand-alone derivative financial instruments are catego- transaction is linked to a non-financial asset or liability, any gains rized as “at fair value through profit or loss.” or losses previously recognized in accumulated other comprehen- Hedge Accounting is subject to certain criteria. In particular, hedge accounting requires detailed documentation of the hedge sive income/loss are included in the initial measurement of asset or liability cost. relationship and evidence of expected and the actual hedge The purpose of hedges of a net investment is to hedge the effectiveness of between 80 percent and 125 percent. Hedge foreign currency risk associated with equity investments with a accounting must be discontinued when the criteria are no longer foreign functional currency. Such hedges are treated as cash flow met. For cash flow hedges, hedge accounting must be discontin- hedges. Gains or losses accounted for in accumulated other ued if the occurrence of the forecast transaction is no longer comprehensive income/loss are recognized in income on the probable. In this case, the amount recognized directly in equity sales of the foreign subsidiary. in accumulated other comprehensive income/loss must be transferred to the income statement. Depending on the type of the hedging relationship, hedging instruments are measured as follows: Derivative financial instruments included in other contracts or non-derivative financial instruments (embedded derivatives) are separated from the host contract, provided certain requirements are met, and accounted for as stand-alone derivatives. The purpose of fair value hedges is to hedge the fair values of recognized assets and liabilities. Changes in the fair value Impairment test of hedging instruments are recognized in the same income An impairment test in accordance with IAS 36 “Impairment of statement item as changes in the fair value of the hedged item, Assets” is performed for non-current assets if there are indica- irrespective of the original accounting treatment related to the tions that impairment has occurred, with few exceptions. Good- hedged item. These changes must relate to the hedged risk. If will and other intangible assets with an indefinite useful life off-balance sheet, firm commitments are hedged, changes in the should be tested for impairment at least once a year. The test fair value of the firm commitment with respect to the hedged involves a comparison to establish the higher of fair value less risk result in the recording of an asset or a liability with a corre- costs to sell and value in use for each asset or cash generating sponding amount recognized in income. Due to the procedure unit (CGU). The fair value less costs to sell is determined on the applied, the changes in the fair value of the hedged item and the basis of a market value. The value in use is determined, as in the hedging instrument offset each other in the income statement previous year, using past values over a three-year medium-term of the period in the case of an effective hedge. planning period. This medium-term planning is based both on The purpose of cash flow hedges is to hedge the risk of experience and on expectations with regard to future market volatility in the future cash flows of a recognized asset or liability development. The main economic data, such as growth of the or of a highly probable forecast transaction. Changes in the fair gross domestic product and trends in interest rates, exchange value of hedging instruments are taken directly to accumulated rates, and commodity prices as well as market prices for CO2 other comprehensive income/loss in relation to their effective certificates, etc., underlying the medium-term planning were portion. The ineffective portion of fair value changes is recognized determined by RAG Beteiligungs-AG centrally and derived from in the income statement. Any amounts recognized in accumu- market expectations. The risk-free interest rate applicable to all lated other comprehensive income/loss are taken to income as CGUs has been assumed to be 4.25 percent (2005: 4.1 percent). A growth discount has been assumed for the individual CGUs. 79 80 These CGU-specific growth rates have been derived from experi- Non-current assets are no longer amortized, but are meas- ence and future expectations. The long-term average growth ured at the lower of the carrying amount and fair value less costs rates for the relevant markets in which the CGUs operate are not to sell. The profit or loss from the measurement and the sales of exceeded. In addition, CGUs have been allocated an appropriate these assets is reported in income of the continuing operation, financial markets beta factor, determined by comparison with unless a discontinued operation is involved. data of peer group companies. The parameter used are set out in items (7) and (13) in the notes. If the reason for an impairment loss ceases to exist, the related write-ups are recognized in income, except if goodwill is involved. A discontinued operation represents either a major line of business or geographical area of operation of the company that is being disposed of in its entirety or in part pursuant to a single plan, or a newly acquired subsidiary classified as held for sale. The profit or loss from the measurement, disposal and continuing operation of discontinued operations is reported in Leasing income separately from the continuing operations. A lease is an agreement whereby the lessor conveys to the lessee in return for a payment or series of payments the right to use Contingent liabilities and other financial commitments an asset for an agreed period of time. The RAG Beteiligungs- Unless they must be reported as part of a company acquisition, Group is a party to operating leases and finance leases as both contingent liabilities represent possible or present obligations lessor and lessee. arising from past events, and for which an outflow of resources is A lease is classified as a finance lease if it transfers not unlikely, but that are not recognized in the financial state- substantially all the risks and rewards incidental to ownership of ments. Other financial commitments result from unencumbered an asset. If RAG Beteiligungs-AG acts as the lessee in a finance pending legal transactions, continuous obligations, obligations lease, the assets are recognized in property, plant, and equipment imposed by public law, or other economic commitments that are at the lower of fair value or present value of the non-cancelable not already reported under liabilities in the financial statements minimum lease payments. The obligation resulting from future or contingent liabilities, providing they are material to an lease installments is recognized as a liability at the discounted assessment of financial position. settlement value. If RAG Beteiligungs-AG is the lessor, assets held under a finance lease are not included in property, plant, and equipment, but presented as a receivable at an amount equal to the investment in the lease. Operating leases are any leases not classified as finance leases. Expenses and income from operating leases are recognized in the income statement in the period in which they are incurred. Non-current assets held for sale, disposal groups and discontinued operations Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sales transaction rather than through continuing use. The asset must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets and its sale must be highly probable. If the related liabilities will be sold as part of the transaction, they are separately reported as liabilities of the disposal group. ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board NOTES TO THE NON-CURRENT ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS 81 Corporate Bodies Major Shareholdings company Bucyrus International Inc. Milwaukee, Wisconsin (USA) acquired all voting shares of DBT, corresponding to 49.9 percent of the entire share capital. Bucyrus will acquire the non-voting Non-current assets held for sale and groups of assets to be shares of DBT, corresponding to 50.1 percent of the entire share disposed of together in a single transaction as well as directly capital, at a fixed price in a forward sale. In the transitional associated liabilities (disposal groups) must be stated separately period, the majority package will be held by Hamburg Trust. The from other assets and liabilities in the balance sheet. The net purchase price amounts to USD 731.0 million. Of that amount, amounts presented for these assets and liabilities for prior USD 710.0 million will be paid in cash and USD 21.0 million in periods are not to be reclassified or re-presented. shares of the buyer. The transaction is valued at USD 831 million, If a disposal group meets the criteria for classification as a taking into account the liabilities acquired. The sale is subject “discontinued operation,” it must be presented separately from to approval by the German Antitrust Office and is expected to be the continuing operations in the income statement. The amounts completed in the first quarter of 2007. DBT offers complete presented for these discontinued operations for prior periods are system solutions for underground coal mining worldwide and is to be adjusted accordingly. the global market leader in bracing equipment. Furthermore, the cash flows of these discontinued operations must be reported separately. In a purchase agreement dated November 2, 2006, RAG Saarberg Energiebeteiligungs GmbH sold 76.9 percent of its shares in Saar Ferngas AG, which represents the gas distribution (1) Non-current assets held for sale and disposal groups activities, to RWE Energy AG. The purchase price amounted to Based on the strategic restructuring of the RAG Beteiligungs- Antitrust Offices and has not yet been completed. Approval is Group, various activities were planned for disposal and allocated expected in the first half of 2007. Saar Ferngas, a company of to the assets held for sale and disposal groups. the Energy segment, procures, transports, stores, and delivers gas In a purchase agreement dated December 16, 2006, RAG Coal International AG and RBV Verwaltungs-GmbH sold 100 per- €367.0 million. The sale is subject to approval by the German and is the market leader in Rhineland-Palatinate and Saarland. Furthermore, the strategic positions of various other cent of their shares in DBT GmbH (DBT) which represents the non-core activities of the Group were examined in recent months mining technology operations. In a first step, the exchange-listed and it was decided to plan for their sale. Balance sheet € million Discontinued activities Mining Technology Gas Distribution Other Dec. 31, 06 Intangible assets 48.2 3.5 44.7 – Property, plant and equipment 177.2 105.2 67.5 4.5 Financial assets 232.5 11.2 221.2 0.1 45.2 26.3 8.3 10.6 Current tax assets/deferred tax assets Inventories 446.9 418.8 25.0 3.1 Trade receivables 311.3 132.5 164.4 14.4 Other receivables 30.2 17.2 12.4 0.6 Cash and cash equivalents 23.1 18.8 0.1 4.2 1,314.6 733.5 543.6 37.5 Non-current assets held for sale and disposal groups 82 Balance sheet € million Discontinued activities Mining Technology Gas Distribution Other Dec. 31, 06 Total income/expense recognized in equity Provisions Current tax liabilities/deferred tax liabilities – 4.5 – 0.8 – 1.5 – 2.2 303.3 190.9 111.1 1.3 17.0 10.0 5.8 1.2 Trade payables 190.1 58.1 123.7 8.3 Other payables 347.3 324.7 22.2 0.4 857.7 583.7 262.8 11.2 Liabilities of disposal groups Furthermore, the activities classified in the previous year as Degussa signed a purchase agreement on March 30, 2006 held for sale have now also been sold and are no longer reported with Ashland Inc., Covington, KY (USA) for the Water Chemicals as non-current assets held for sale or disposal groups. activities. Including the net financial liabilities to be assumed, The Food Ingredients activities were sold by Degussa to Cargill, Minneapolis, MN (USA), in September 2005 subject to approval by the European anti-trust authorities, which was granted on March 29, 2006. The closing was on April 5, 2006. The purchase price was €540 million. the purchase price comes to €120 million. The transaction was completed in the second quarter of 2006. Electronics Systems primarily includes activities of the STEAG HamaTech Group, which was sold on January 27, 2006. In addition, parts of the Mining Technology operations were already sold in the first quarter of 2006. Balance sheet Discontinued activities Chemicals € million Electronic Systems Mining Technology Other Dec. 31, 05 Intangible assets 198.4 194.0 4.3 0.1 – Property, plant and equipment 212.6 186.0 23.6 3.0 – Investment properties 0.0 – – – 0.0 Financial assets 8.5 7.2 – 0.1 1.2 Current tax assets/deferred tax assets 6.4 1.8 4.3 0.3 – Inventories 235.3 179.4 49.4 6.5 – Trade receivables 135.4 114.4 17.6 3.4 – Other receivables 44.8 41.2 3.3 0.3 – Cash and cash equivalents 56.7 36.6 0.5 19.6 – 898.1 760.6 103.0 33.3 1.2 Non-current assets held for sale and disposal groups ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board Balance sheet € million 83 Corporate Bodies Major Shareholdings Discontinued activities Chemicals Electronic Systems Mining Technology Other Dec. 31, 05 Total income/expense recognized in equity – 6.6 – 6.9 0.3 – – Provisions 82.7 65.7 7.8 9.2 – Current tax liabilities/deferred tax liabilities 50.6 47.4 0.6 2.6 – Financial liabilities 29.7 24.2 5.5 – – Trade payables 56.0 46.5 9.1 0.4 – Other payables Liabilities of disposal groups Impairment losses of €50.7 million (2005: zero) were 33.1 24.4 4.7 4.0 – 252.1 208.2 27.7 16.2 0.0 (2) Discontinued operations recognized for non-current assets held for sale and disposal Construction Chemicals, Gas Distribution, Mining Technology, and groups, €22.0 million of which was reported as depreciation and Food Ingredients meet the criteria for classification as “discontin- amortization and impairment losses and €28.7 million as other ued operations,” whereby Food Ingredients was discontinued in operating expenses. 2005. The profit/loss after tax expense from discontinued operations recognized in the income statement contains the current income from the actual operating activities of the operations as well as the proceeds from the disposal (including gains and losses from remeasurement) of these operations. The current profit/loss after tax is broken down among the discontinued operations as follows: Income statement € million 2006 2005 3,595.0 4,523.8 thereof Construction Chemicals 1,110.0 2,045.2 thereof Gas Distribution 1,422.1 1,174.3 thereof Mining Technology 943.4 830.9 119.5 473.4 3,328.9 4,262.6 985.3 1,884.6 1,365.0 1,140.5 Income thereof Food Ingredients Expenses thereof Construction Chemicals thereof Gas Distribution thereof Mining Technology 871.4 778.7 thereof Food Ingredients 107.2 458.8 Profit/loss from discontinued operations (before taxes) + 266.1 + 261.2 66.0 49.7 thereof Construction Chemicals 48.9 – 9.2 thereof Gas Distribution – 3.8 7.8 Income tax expense thereof Mining Technology 17.0 17.9 thereof Food Ingredients 3.9 33.2 + 200.1 + 211.5 Profit from discontinued operations (after taxes) 84 NOTES TO THE INCOME STATEMENT The proceeds from disposal after tax are broken down among the discontinued operations as follows: (3) Sales Income statement € million 2006 Income from the disposal of discontinued operations (before taxes) + 1,183.4 thereof Construction Chemicals + 1,169.5 2005 + 0.0 thereof Construction Chemicals 2005 12,986.7 538.9 658.2 23.9 15.5 Revenues from rental income (investment properties) 318.4 319.6 Revenues from finance leases 192.2 201.1 + 13.9 274.6 14,793.4 14,181.1 € million 2006 2005 Income from the disposal of assets 200.1 410.9 Income from the reversal of provisions 342.0 278.0 7.3 34.4 90.1 4.0 120.5 205.5 Revenues from services Revenues from construction contracts thereof Mining Technology Income tax expense 2006 13,720.0 Revenues from sales of goods thereof Gas Distribution thereof Food Ingredients € million – 0.0 295.2 thereof Gas Distribution thereof Mining Technology thereof Food Ingredients Income from the disposal of discontinued operations (after taxes) (4) Other operating income – 20.6 + 908.8 + 0.0 The cash flows from operating activities, investing activities, and financing activities are broken down as follows among the Income from the reversal of deferrals discontinued operations: Income from the measurement of derivatives (excluding interest rate derivates) Cash flow statement € million 2006 2005 Cash flow from operating activities + 50.8 + 267.6 thereof Construction Chemicals – 30.0 + 120.0 thereof Gas Distribution + 37.9 + 42.7 thereof Mining Technology + 44.9 + 76.9 – 2.0 + 28.0 thereof Food Ingredients Cash flow from investing activities thereof Construction Chemicals thereof Gas Distribution Gains on currency translation of monetary assets and liabilities Income resulting from the elimination of negative goodwill 20.0 2.3 Other income 312.8 308.2 1,092.8 1,243.3 – 50.1 – 85.2 – 15.0 – 44.0 Income from the disposal of assets mainly comprises €75.9 mil- – 11.5 – 14.0 lion (2005: €158.6 million) from the sale of property, plant, and – 23.6 – 13.2 equipment, and €110.9 million (2005: €251.3 million) from the sale – – 14.0 of investments. – 76.3 – 124.0 – 7.0 – 65.0 thereof Gas Distribution – 31.3 – 25.8 thereof Mining Technology – 38.0 – 35.2 – + 2.0 – 75.6 + 58.4 thereof Mining Technology thereof Food Ingredients Cash flow from financing activities thereof Construction Chemicals thereof Food Ingredients Change in cash and cash equivalents (discontinued operations) ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board Furthermore, other income includes reversals of impairment 85 Corporate Bodies Major Shareholdings (5) Raw materials and consumables used losses on assets of €32.2 million (2005: €27.7 million. Pursuant to IAS 36 “Impairment of Assets,” €19.8 million (2005: €15.4 million) € million is distributed to the following segments/ cash generating units Cost of raw materials and supplies and purchased goods (CGUs): Cost of services used Reversal of impairment losses € million 2006 2005 2005 6,826.8 6,651.7 898.1 707.4 Impairment losses on raw materials and supplies and purchased goods 16.6 3.8 Reversals of impairment losses on raw materials and supplies and purchased goods – 0.7 – 2.6 7,740.8 7,360.3 Technology Specialties – 2.1 Consumer Solutions – 0.4 0.0 0.5 – 3.1 Residential Real Estate 19.7 8.6 Land Development and Commercial Real Estate 0.1 0.3 – 0.4 19.8 15.4 Other Specialty Materials 2006 Energy Decentralized Energy Supply (6) Personnel expense Real Estate € million Other Other CGUs 2006 2005 2,484.6 2,421.7 Social security contributions 376.4 403.2 Pension expenses 186.4 134.4 Wages and salaries 31.6 25.6 3,079.0 2,984.9 The interest expense on the accrual of interest on pension provisions as well as the expected income from the plan assets are reported in the interest result, see item (9) in the Notes. (7) Depreciation, amortization, and impairment losses This item includes depreciation and amortization over the useful life of assets as well as impairment losses recognized as a result of impairment tests as set out in IAS 36 or IAS 39. Total thereof depreciation and amortization € million 2006 2005 Intangible assets 419.6 308.4 227.3 249.7 192.3 58.7 Property, plant and equipment 971.2 872.2 696.3 679.3 274.9 192.9 Investment properties 69.8 55.2 50.1 50.6 19.7 4.6 Financial assets, other receivables 2006 2005 thereof impairment losses 2006 2005 47.8 72.0 – – 47.8 72.0 1,508.4 1,307.8 973.7 979.6 534.7 328.2 86 (a) Impairment pursuant to IAS 36 Impairment losses resulting from impairment tests pursuant to IAS 36 relate to the following cash generating units (CGUs): Impairment losses Risk-adjusted discount rate in % € million 2006 2005 2006 2005 Technology Specialties 325.7 197.4 8.21 5.80 – 6.201) Consumer Solutions 58.9 0.0 8.85 – Specialty Materials 18.1 6.2 9.14 5.61) Energy Power 11.3 2.1 8.92 8.51 Decentralized Energy Supply – 0.1 – 7.40 Coal Trading – 2.5 10.69 13.69 13.9 4.4 5.92 6.31 5.8 0.1 6.00 – 7.50 7.08 Real Estate Residential Real Estate Land Development and Commercial Real Estate Other Electronic Systems Tar Refining Construction Plastics Corporate/Services Other CGUs 1) Weighted – 9.3 – – 3.0 3.0 9.93 9.73 – 0.5 – 5.60 – 6.001) 46.8 29.4 4.00 – 6.201) 6.20 – 9.021) 3.4 1.2 – 11.09 486.9 256.2 Average Cost of Capital (WACC) after taxes. All other discount rates refer to WACC before taxes. For the CGUs listed above, the recoverable amount was determined on the basis of value in use. Within the Technology Specialties, Consumer Solutions and Specialty Materials CGUs, impairment losses were recognized primarily for intangible assets, land and buildings, and plant and equipment that had been reported at a lower market value on the respective date of acquisition. Within the Power Generation CGU, the district heating plants were fully impaired. The impairment losses reported for the Real Estate CGU were for the most part incurred for land and buildings. These impairment losses are in connection with the introduction of a new discounted cash flow-based valuation method and the associated retailoring of the portfolio areas with the consequence of impairment losses and reversals of impairment losses, which largely offset one another in result. The impairment losses of the Corporate/Services CGU relate mainly to other investments. ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board 87 Corporate Bodies Major Shareholdings (9) Interest result (b) Impairment pursuant to IAS 39 Impairment losses on financial assets and other receivables, which are basically calculated pursuant to IAS 39, were attributa- € million ble mainly to receivables at €28.4 million (2005: €29.5 million) Income on securities and loans and loans and other investments at €19.4 million (2005: €39.2 Interest and similar income from interest-rate derivates 57.1 7.1 Other interest-type income 31.8 58.9 million). (8) Other operating expenses € million 2006 193.6 59.4 1.9 Other interest-type expense 89.6 47.3 Net interest expense for pension benefit obligations 179.5 200.9 31.6 40.4 624.2 503.2 – 478.8 – 424.8 89.8 341.5 293.8 121.5 Interest expenses on the accrual of interest for other provisions 37.1 69.8 408.2 426.6 Selling expenses 569.1 529.7 Miscellaneous tax expense 103.8 44.9 1,350.4 1,493.5 3,086.6 3,249.5 Other expenses 78.4 250.6 19.1 76.2 Administrative expenses 145.4 Interest expense on financial liabilities 13.5 Rental expense on leases Losses on the measurement of derivatives (excluding interest rate derivatives) Interest income Interest and similar expense on interest rate derivates 179.9 158.9 12.4 Interest expense on finance leases 41.4 Losses on currency translation of monetary assets and liabilities 2005 56.5 2005 Losses on the disposal of assets Repairs and maintenance expenses 2006 Interest expenses Borrowing costs of €24.1 million (2005: €13.1 million) were capitalized. The assumed interest rate for financing costs was based on the average loan interest rate in the period under review and was determined at 3 percent. Other operating expenses contain directly allocable operating The increase in interest expense on financial liabilities expenses of €264.2 million (2005: €248.3 million) on investment and other interest-type expense results from the financing of the properties that generate rental income. Expenses of €10.9 million purchase of the additional shares in Degussa in 2006. (2005: €11.0 million) were incurred on investment properties that do not generate rental income. At €0.5 million (2005: €0.2 million), the ineffective portion of foreign exchange derivatives from cash flow hedges is reported in expenses from the measurement of derivatives. A total of €0.4 million of the interest income (2005: €0.0 million) is attributable to the ineffective portion of cash flow hedges and €0.1 million (2005: €2.0 million) is attributable to fair value hedges. 88 (10) Result from investments accounted for using the equity method The tax reconciliation shows the change from the expected income taxes to the effective income taxes on the income statement. Effective income taxes include actual income taxes € million 2006 2005 and deferred taxes. Expected income taxes are based on an Profit/loss transferred unchanged overall tax rate of 39 percent, comprising German cor- + 0.2 + 8.6 Income from measurement using equity method 57.7 150.2 Expenses from measurement using equity method 4.3 94.6 Impairment losses 3.6 – Reversal of impairment losses poration tax at 25 percent, the solidarity surcharge at 5.5 percent, – 5.9 + 50.0 + 70.1 (11) Other financial result € million Net income from other investments Other financial income Other financial expense (thereof relating to other periods) Deferred tax (thereof relating to other periods) 2006 2005 + 52.9 + 259.1 20.6 101.0 5.8 4.4 Variances from expected tax rate – 38.6 – 28.9 Changes in the valuation allowances on deferred tax assets, losses not affecting deferred taxes, and use of loss carryforwards – 21.4 84.5 59.4 0.2 Profit before income tax expense Expected income taxes thereon Variances from differing rates of municipal trade tax 2005 + 24.6 + 11.2 0.0 0.2 Changes to the tax rate and tax legislation 0.0 0.5 Non-deductible expenses + 24.6 + 10.9 Income taxes break down as follows: Current tax € million 2006 (12) Income tax expense € million and the average trade tax. 2006 2005 8,3 157,0 (– 18,9) (27,0) 2,0 25,6 (14,5) (86,9) 10,3 182,6 11.7 49.1 Tax-free income – 40.1 – 51.4 Gain/loss on companies accounted for using the equity method – 19.5 – 36.9 Non-deductible goodwill impairment losses 13.5 0.0 Other 18.9 60.6 Effective income tax (current income tax and deferred tax) 10.3 182.6 Effective tax rate (in %) 19.5 70.5 The deviations from the expected tax rate result from lower national tax rates of the foreign subsidiaries compared to the overall tax rate of 39 percent. The changes to the tax rate and tax laws are almost solely attributable to tax legislation in Turkey with impacts on the reporting of deferred taxes for the Iskenderun power plant company. The item “Other” contains outside basis difference and actual and deferred income taxes from previous periods. ACTIVE Foreword Management Report 89 Corporate Bodies Major Shareholdings Consolidated Financial Statements 왘 Notes Report of the Supervisory Board NOTES TO THE BALANCE SHEET (13) Intangible assets Goodwill Patents, licenses and trademarks 2,526.1 2,385.9 190.1 535.5 5,637.6 Currency translation 2.6 16.6 0.1 5.5 24.8 Additions from business combinations 17.4 0.1 4.1 21.6 € million Capitalized developOther ment intangible costs assets Total Historical cost Balance as of January 1, 2005 Other additions Disposals Reclassifications Balance as of December 31, 2005 Currency translation Additions from business combinations Other additions Disposals Reclassifications Balance as of December 31, 2006 23.4 31.6 1.7 4.8 61.5 – 146.1 – 213.0 – 9.9 – 6.2 – 375.2 2.5 4.9 – 4.4 15.5 18.5 2,425.9 2,226.1 177.6 559.2 5,388.8 – 41.2 – 9.5 – 0.1 – 6.5 – 57.3 18.0 5.6 0.1 23.7 1,861.3 25.9 0.6 9.3 1,897.1 – 929.9 – 511.5 – 36.0 – 39.8 – 1,517.2 0.3 9.2 1.2 -0.3 10.4 3,334.4 1,745.8 143.3 522.0 5,745.5 272.9 656.1 15.1 102.6 1,046.7 0.3 9.6 0.0 1.7 11.6 Depreciation, amortization, and impairment losses Balance as of January 1, 2005 Currency translation Additions from business combinations 0.0 Depreciation and amortization Impairment losses 0.0 Reversal of impairment losses Disposals Reclassifications Balance as of December 31, 2005 Currency translation 0.0 168.8 17.2 106.7 292.7 29.1 25.2 4.4 58.7 0.0 0.0 – 55.8 – 81.6 – 5.8 – 4.4 – 147.6 2.6 – 4.7 0.0 10.1 8.0 220.0 777.3 51.7 221.1 1,270.1 – 0.6 – 5.8 0.0 – 0.1 – 6.5 125.6 12.0 93.9 231.5 139.2 13.9 4.7 192.3 Additions from business combinations 0.0 Depreciation and amortization Impairment losses 34.5 Reversal of impairment losses Disposals 0.0 – 110.3 – 285.9 – 7.5 – 27.1 – 430.8 5.7 0.3 – 0.1 5.9 143.6 756.1 70.4 292.4 1,262.5 Carrying amounts as of December 31, 2005 2,205.9 1,448.8 125.9 338.1 4,118.7 Carrying amounts as of December 31, 2006 3,190.8 989.7 72.9 229.6 4,483.0 Reclassifications Balance as of December 31, 2006 90 The carrying amount of goodwill is apportioned to the following cash generating units (CGUs). Goodwill € million Dec. 31, 06 Dec. 31, 05 Energy Growth discount in % 2006 2005 0.7 0.7 394.8 392.4 Gas Distribution – 46.4 – 1.0 Decentralized Energy Supplies – 2.1 – 1.0 Coal Trading – 0.0 1.0 1.0 Construction Chemicals – 333.0 – 1.5 Technology Specialties 1,174.3 597.6 1.5 1.5 Consumer Solutions 604.3 301.7 1.5 1.5 Specialty Materials 979.3 508.4 1.5 1.5 37.9 21.2 1.0 1.0 – 2.5 – 1.0 0.2 0.6 0.5 – 1.0 1.0 – 1.5 3,190.8 2,205.9 Residential Real Estate Real Estate Services Additional CGUs The goodwill attributable to the CGU Energy of €394.8 mil- Furthermore, this balance sheet item includes amortization lion results from earlier acquisitions of shares of STEAG AG, Essen. of €0.4 million (2005: 0) on trademarks for which the estimation Goodwill of €2,757.9 million was apportioned to the CGUs Tech- of the useful economic life was changed from indefinite to nology Specialties, Consumer Solutions, and Specialty Materials definite during the period under review. Capitalized development costs mainly refer to the purchase from the various acquisitions of Degussa shares. Patents, licenses and trademarks include trademarks having of Degussa shares and the ensuing disclosure of hidden reserves. an indefinite useful economic life in the amount of €460.0 million They can be broken down according to the activities in Specialty (2005: €538.1 million). They are apportioned to the following Materials, Consumer Solutions and Technology Specialties. Expen- segments: ditures for research and development, which were recognized as an expense, came to €308.5 million (2005: €305.0 million). Trademarks with an indefinite useful economic life € million Trademark Degussa Construction Chemicals Technology Specialties Consumer Solutions Specialty Materials Dec. 31, 06 Dec. 31, 05 173.2 173.2 – 32.3 120.4 153.3 40.0 41.5 126.4 137.8 460.0 538.1 Trademarks with an indefinite useful economic life were lower than in 2005, primarily due to the sales of the Construction Chemicals segment, a reassessment of the useful economic life from indefinite to definite, and due to impairment losses. The carrying amount of intangible assets whose title is restricted amounted to €0.1 million in 2005. As in 2005, there were no obligations relating to the acquisition of intangible assets. ACTIVE Foreword Management Report 91 Corporate Bodies Major Shareholdings Consolidated Financial Statements 왘 Notes Report of the Supervisory Board (14) Property, plant and equipment € million Land, land rights and buildings Plant and equipment Other plant, office furniture and equipment 4,204.2 14,081.6 1,620.0 686.7 20,592.5 96.5 327.1 27.9 29.8 481.3 Advance payments and construction in progress Total Historical cost Balance as of January 1, 2005 Currency translation Additions from business combinations Other additions Disposals Reclassifications Balance as of December 31, 2005 Currency translation Additions from business combinations Other additions Disposals Reclassifications Balance as of December 31, 2006 8.1 101.4 1.9 0.2 111.6 198.1 456.6 191.7 646.3 1,492.7 – 539.1 – 1,377.5 – 460.8 – 61.6 – 2,439.0 46.0 414.8 13.9 – 537.3 – 62.6 4,013.8 14,004.0 1,394.6 764.1 20,176.5 – 53.7 – 202.9 – 13.8 – 21.4 – 291.8 13.2 31.8 1.5 4.2 50.7 68.4 373.2 76.4 506.7 1,024.7 – 661.5 – 1,268.3 – 304.7 – 42.2 – 2,276.7 101.5 388.3 24.8 – 660.3 – 145.7 3,481.7 13,326.1 1,178.8 551.1 18,537.7 Depreciation, amortization, and impairment losses Balance as of January 1, 2005 2,024.6 10,673.6 1,266.1 17.8 13,982.1 Currency translation 31.9 210.5 19.5 1.5 263.4 Additions from business combinations 0.0 1.5 0.0 Depreciation and amortization 125.1 641.1 193.6 Impairment losses 56.8 131.9 3.5 Reversal of impairment losses Disposals Reclassifications Balance as of December 31, 2005 Currency translation 1.5 959.8 0.7 192.9 – 1,829.4 – 1.0 – 7.3 – 0.3 – 311.4 – 1,136.0 – 365.3 – 16.7 – 8.6 – 8.2 0.3 – 8.4 0.2 – 16.1 1,917.8 10,515.6 1,108.7 3.5 13,545.6 – 20.0 – 135.9 – 9.8 – 0.7 – 166.4 Additions from business combinations 0.0 Depreciation and amortization 88.5 544.0 86.0 0.1 718.6 Impairment losses 47.0 194.1 9.7 24.1 274.9 Reversal of impairment losses Disposals 0.0 0.0 – 260.7 – 965.0 – 236.1 – 2.2 – 1,464.0 31.8 – 8.0 – 0.1 0.0 23.7 Balance as of December 31, 2006 1,804.4 10,144.8 958.4 24.8 12,932.4 Carrying amounts as of December 31, 2005 2,096.0 3,488.4 285.9 760.6 6,630.9 Carrying amounts as of December 31, 2006 1,677.3 3,181.3 220.4 526.3 5,605.3 Reclassifications Carrying amounts recognized on the basis of finance leases are as other plant, office furniture and equipment, €3.1 million (2005: follows: land, land rights and buildings, €52.7 million (2005: €60.5 €5.3 million). million); plant and equipment, €50.7 million (2005: €39.0 million); 92 The carrying amount of property, plant, and equipment There are further obligations of €789.1 million relating to pledged as security for own liabilities amounted to €93.9 million the acquisition of property, plant, and equipment (2005: €258.3 (2005: €213.4 million). Another €159.8 million was subject to other million). restrictions on title (2005: €277.7 million). (15) Investment properties € million Land, land rights Buildings Total 409.9 2,306.1 2,716.0 0.0 0.0 0.0 27.7 64.1 91.8 – 28.2 – 66.8 – 95.0 – 0.6 19.3 18.7 408.8 2,322.7 2,731.5 – 0.4 – 1.1 – 1.5 Historical cost Balance as of January 1, 2005 Currency translation Additions from business combinations Other additions Disposals Reclassifications Balance as of December 31, 2005 Currency translation 0.0 Additions from business combinations Other additions Disposals Reclassifications Balance as of December 31, 2006 0.0 7.1 57.3 64.4 – 14.4 – 32.4 – 46.8 – 6.8 – 37.2 – 44.0 394.3 2,309.3 2,703.6 28.6 1,050.2 1,078.8 0.0 0.0 Depreciation, amortization, and impairment losses Balance as of January 1, 2005 Currency translation Additions from business combinations 0.0 Depreciation and amortization 0.3 52.0 52.3 Impairment losses 0.3 4.3 4.6 Reversal of impairment losses – 0.7 – 10.9 – 11.6 Disposals – 7.7 – 42.1 – 49.8 Reclassifications – 4.1 4.6 0.5 16.7 1,058.1 1,074.8 – 0.7 – 0.7 Balance as of December 31, 2005 Currency translation Business combinations Depreciation and amortization Impairment losses 0.0 0.4 49.7 50.1 2.1 17.6 19.7 Reversal of impairment losses – 0.8 – 19.0 – 19.8 Disposals – 2.3 – 22.9 – 25.2 0.0 – 25.8 – 25.8 16.1 1,057.0 1,073.1 Carrying amounts as of December 31, 2005 392.1 1,264.6 1,656.7 Carrying amounts as of December 31, 2006 378.2 1,252.3 1,630.5 Reclassifications Balance as of December 31, 2006 ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board 93 Corporate Bodies Major Shareholdings The other additions contain retrospective costs of purchase of The carrying amount of investment properties whose title is €16.8 million (2005: €9.6 million). The fair value of investment subject to restrictions as to disposition amounted to €1,235.5 mil- properties is €2,864.8 million (2005: €2,341.2 million). The increase lion (2005: €1,249.1 million). in fair value results from the change of the underlying valuation There were further obligations of €3.2 million in 2005 relating to the acquisition of investment properties. Only contractual method, see “Accounting Policies.” obligations exist over and above the statutory requirements for repairs, maintenance, and improvements on existing leases. (16) Investments accounted for using the equity method, financial assets € million Dec. 31, 06 Dec. 31, 05 thereof with a term to maturity of more Total than 1 year thereof with a term to maturity of more Total than 1 year Investments accounted for using the equity method 279.4 279.4 414.7 414.7 Other investments 103.3 103.3 153.5 153.5 Loans 331.2 192.9 326.2 234.5 27.2 11.8 115.6 89.9 Receivables from finance leases 1,311.1 1,240.9 1,321.4 1,246.8 Receivables from derivatives 146.3 90.2 171.8 142.8 5.1 – 8.3 – 2,203.6 1,918.5 2,511.5 2,282.2 Securities and securities-type claims Other financial assets (a) Investments accounted for using the equity method The financial key figures for significant joint ventures The financial key figures for significant investments in associates accounted for using the equity method are summarized as accounted for using the equity method are summarized as follows with respect to the shares held by RAG Beteiligungs-AG: follows with respect to the shares held by RAG Beteiligungs-AG: € million 2006 2005 € million 2006 2005 Non-current assets as of December 31 53.9 112.0 Non-current assets as of December 31 186.6 316.7 Current assets as of December 31 27.9 37.6 Current assets as of December 31 257.8 339.8 Non-current liabilities as of December 31 51.5 59.4 Non-current liabilities as of December 31 51.8 106.6 Current liabilities as of December 31 6.8 35.6 Current liabilities as of December 31 217.0 270.6 Income 51.5 154.2 Income 88.0 383.6 Expenses 45.3 143.1 Expenses 40.7 307.5 The disclosures for 2006 relate to the 80.0 percent stake in REG Raffinerie-Energie oHG, Cologne (power plant). Due to the absence of a voting majority, the company is only accounted for using the equity method. 94 (b) Other investments No conditional lease payments from finance leases were Other investments represent investments in unlisted equity collected in 2006. As in 2005, no impairment losses were recog- securities and are accounted for at cost as it is not possible to nized on irrecoverable outstanding minimum lease payments. reliably determine fair value. The receivables from finance leases comprise €794.9 million (2005: €930.7 million) relating to the lease agreement for (c) Loans the Iskenderun power plant in Turkey. The lease has a term of Loans are subject to interest rate risk, which can influence market 20 years and will end on November 22, 2019. A discount rate value or future cash flows. They are accounted for at cost. Under of 18.4 percent was applied in calculating the lease receivables. the assumption a loan is measured at a risk-free interest rate Furthermore, an amount of €173.7 million results for the first according to the yield curve as of the reporting date, fair value for time from an agreement for the purchase of electrical power loans in the Group is €0.7 million higher than the carrying from the power plant in Mindanao in the vicinity of Cagayan de amount. Oro, Philippines, which was commissioned in 2006. The lease agreement of STEAG State Power, Inc. Makati City, Philippines (d) Securities and securities-type claims has a term of 25 years and will end on November 14, 2031. For the Securities and securities-type loans are subject to interest rate purpose of calculating the lease receivables, a discount rate of risk, which can influence market value or future cash flows. If no 13.7 percent was applied. When the contract expires, the object market price is available, they are measured at amortized cost. of lease will be transferred to the lessee. Listed securities are subject to market value risk. Moreover, the receivables from finance leases comprise €202.7 million (2005: €216.8 million) relating to the lease agree- (e) Receivables from finance leases ment for the STEAG Leuna refinery power plant. The lease had The transition from gross investment in leases to the present an original term of 12 years and would have expired in November value of outstanding minimum lease payments and their due 2008. In 2006, the lessee exercised the contractually agreed dates is set out as follows: option to renew the lease for another 8 years until November 2016. For the purpose of calculating the lease receivables, a € million Dec. 31, 06 Dec. 31, 05 Total Total 2,914.1 (0.0) 2,706.1 (169.7) due within 1 year 270.4 279.8 due in 1 to 5 years 1,064.0 983.4 1,579.7 1,442.9 1,603.0 1,383.2 1,311.1 1,322.9 – 1.5 Gross investment (thereof non-guaranteed residual value) due in more than 5 years Interest included therein Net investment Accumulated impairment losses Carrying amount of receivables from finance leases less present value of non-guaranteed residual values 1,311.1 1,321.4 discount rate of 10.0 percent was applied. (f) Receivables from derivatives Receivables from derivatives are broken down as follows: € million Dec. 31, 06 Dec. 31, 05 Total Total 86.2 63.5 Receivables from interest-rate derivatives 37.1 92.0 Receivables from commodity derivatives 2.6 0.8 Receivables from foreign exchange derivatives Receivables from other derivatives 20.4 15.5 146.3 171.8 – 140.0 1,311.1 1,181.4 due within 1 year 70.2 74.6 embedded derivative in the form of a swap involving the price of due in 1 to 5 years 374.3 366.8 coal and electricity in a long-term supply agreement. This item is 866.6 740.0 offset in the amount of €14.0 million (2005: €13.1 million) from Present value of outstanding minimum lease payments due in more than 5 years Receivables from other derivatives relate primarily to an an energy supply agreement, accounted for under liabilities from other derivatives. Furthermore, a put option with a positive market value exists which relates to the sales of own shares in a joint venture. The nominal amount of the embedded derivatives is €84.8 million (2005: €66.0 million). ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board 95 Corporate Bodies Major Shareholdings The following nominal values are hedged together with the liabilities from derivatives. In currency derivatives, the nominal volume corresponds to the hedged foreign currency volume translated into euros; in interest rate derivatives, it is the sum of the underlying transactions hedged over the term; and in commodity derivatives it is the hedge costs translated into euros. Depending on the type of the embedded derivative, the nominal volume of the embedded derivatives corresponds to one of the above definitions of nominal volume. Nominal volume of the derivative financial instruments: € million Dec. 31, 06 thereof with a term to maturity of more than 5 years Total thereof with a term to maturity within 1 year Foreign exchange derivatives 3,219.6 2,948.4 Interest rate derivatives 2,669.8 121.9 Commodity derivatives 81.9 79.1 Other derivatives 84.8 – 6,056.1 3,149.4 2,906.7 Where the preconditions for hedge accounting are met, Dec. 31, 05 thereof with a term to maturity of more than 5 years Total thereof with a term to maturity within 1 year 271.2 3,732.7 3,306.2 426.5 2,547.9 2,230.3 663.9 1,566.4 2.8 2.0 2.0 – 84.8 100.0 – 100.0 6,065.0 3,972.1 2,092.9 Cash Flow Hedge Accounting: interest rate, foreign exchange and commodity derivatives are In the Energy segment, primarily interest payments from power reported as a fair value hedge, cash flow hedge or hedge of a plant project financing were hedged against interest rate net investment. Embedded derivatives do not regularly qualify changes until 2026 using interest rate swaps and interest rate for hedge accounting. caps; goods and input materials were hedged against price risks The following significant hedging transactions were included in hedge accounting in the year under review: until 2007 using forward exchange contracts and commodity swaps The associated fair values of the interest rate derivatives are €8.6 million, the foreign exchange derivatives – €0.9 million Fair Value Hedge Accounting: The €1.250 billion bond issued by Degussa AG in November 2003 and the commodity derivatives – €0.8 million. In the Chemicals business area, sales presently planned at was hedged against fluctuations of the base interest rate until approximately €460.0 million were hedged against currency 2013 at a volume of €750 million using receiver interest rate fluctuations using forward exchange contracts. The fair value of swaps. As of the balance sheet date, the fair value of the interest the hedging instruments included in the hedge accounting was rate hedging instruments was €15.5 million. The effectiveness €13.9 million. Furthermore, planned purchases of raw materials of the hedges was verified applying the cumulative dollar offset were hedged against price fluctuations until 2007 using com- method and via the critical term match approach. Arising from modity swaps having a fair value of – €4.2 million. the fair value hedge, expenses of €43.2 million from the market In addition, cash flow hedge accounting was used to hedge value of derivatives and €43.1 million from the market value of currency risks arising from foreign currency transactions in the the bond were reported in interest income. other activities of the RAG Beteiligungs-Group. In these companies, the fair value of the hedging instruments is €3.4 million. In addition, 50 percent of the selling price of DBT was hedged using currency forwards having a fair value of €1.1 million. 96 On the Group level, swaptions were used to hedge interest (g) Collateral rate changes from the planned borrowing of €500 million in Financial assets pledged as security for own liabilities amounted the capital market. The transaction is expected to take place in to €714.6 million (2005: €716.9 million). In addition, €70.0 million August 2007 and will have a term of 5 years. The value fluctua- (2005: €31.6 million) was pledged as security for guarantees tions of the intrinsic value of the swaptions will be recognized furnished, and another €472.5 million (2005: €447.7 million) was directly in equity with no impact on earnings. As of the balance subject to other restrictions on disposition. The majority of the sheet date, the associated hedge reserve amounts to €1.3 million. secured assets relates to power plants used as collateral for loans In addition, €400 million of the borrowing from the revolving from the project financing in connection with the finance leases. credit facility of RAG Beteiligungs-AG planned for June 2007 with a term of 4 years was hedged against rising market interest rates (17) Inventories using swaptions in 2006. The borrowing is no longer expected due to the Group’s business development. The hedge accounting € million was terminated and an amount of €0.8 million was withdrawn Raw materials and supplies from the hedge reserve and recognized in income. Work in progress The effectiveness of the hedging relationships is verified applying the dollar offset method, the critical term match, the Finished goods Dec. 31, 06 Dec. 31, 05 527.8 643.0 314.0 408.8 1,057.2 1,458.3 1,899.0 2,510.1 hypothetical derivatives method and sensitivity analyses. A total of €0.9 million was recognized in income as an ineffective portion from the measurement of cash flow hedges. The carrying amount of inventories pledged as security for own liabilities amounted to €31.9 million (2005: €41.7 million). Hedge of a net investment: In the international power plant projects in the Energy segment, the proportional equity of the company is hedged against the exchange rate risk using currency derivatives. The associated fair value of the hedging instruments is €50.9 million. In fiscal year 2006, €2.9 million was withdrawn from the hedge reserve and recognized in income. In addition to these hedges, hedge reserves of €26.9 million exist from former hedging relationships in connection with subsidiaries in the United Kingdom. They are proportionally recognized in income and derecognized when, for example, the subsidiary is sold. The dollar offset method is applied to verify the effectiveness of the hedging relationships. ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board 97 Corporate Bodies Major Shareholdings (18) Trade receivables, other receivables € million Trade receivables Receivables from construction contracts Miscellaneous tax receivables Advances to suppliers Miscellaneous other receivables Prepaid expenses Dec. 31, 06 Dec. 31, 05 thereof with a term to maturity of more Total than 1 year thereof with a term to maturity of more Total than 1 year 2,354.1 – 3,229.7 – 1.0 – 9.7 1.9 90.3 8.1 82.7 0.9 54.3 0.8 34.5 5.6 264.4 32.0 389.8 54.2 107.2 65.7 94.0 22.6 2,871.3 106.6 3,840.4 85.2 Receivables from construction contracts include €1.0 million statement for the year under review that is attributable to the (2005: €9.7 million) of costs incurred including contract margins. equityholders of RAG Beteiligungs-AG. In accordance with the As in 2005, there were no progress billings with customers and German Joint Stock Corporation Act (AktG), the distribution of withholdings thereon. profits is subject to a restriction and an amount of €151.4 million As in 2005, receivables pledged as security for own liabilities (2005: €95.9 million) is correspondingly held in the statutory amounted to €1.0 million. In addition, €0.7 million (2005: €0.8 mil- reserve. Retained earnings (including net income of the current lion) was pledged as security for guarantees furnished, and fiscal year) comprise a further amount of €2,634.5 million (2005: another €26.9 million (2005: €135.9 million) was subject to other €1,888.0 million). Of that amount, €2.7 million (2005: €16.6 mil- restrictions on disposition. lion) relates to reserves pursuant to the company’s Articles of Incorporation. The reserves may only be released to fulfill their (19) Equity intended purpose. (a) Issued capital The fully paid-up issued capital held by the sole shareholder RAG (d) Accumulated Other Comprehensive Income/Loss (OCI) Aktiengesellschaft amounts to €466,000,000 as of the balance The accumulated other comprehensive income/loss (OCI) com- sheet date. It is divided into 466,000,000 bearer shares. prises gains and losses that are accounted for directly in equity. The reserve from the measurement of available-for-sale securi- (b) Capital reserve ties contains remeasurement gains and losses not recognized in Capital reserves primarily include other capital reserves pursuant income resulting from the change in the market value of finan- to Section 272 (2) no. 4 of the German Commercial Code. In 2005, cial instruments that are only expected to be temporary. In 2005, they included reserves from the valuation of 585,600 outstanding the net change in available-for-sale securities resulted in gains stock option rights to management and employees of STEAG from disposal of €2.1 million that were taken to income. The HamaTech AG, Sternenfels and its subsidiaries. The company was hedge reserve (see also item 16 f in the Notes) comprises net sold in early 2006. gains or losses from changes in the market value of the effective portion of cash flow hedges. The change in the hedge reserve (c) Accumulated profits includes – €2.7 million (2005: €16.6 million) accounted for as part Accumulated profits contains the profit achieved in the current of the acquisition costs for an underlying transaction. The net fiscal year and retained earnings from previous years. The profit change also includes a profit of €8.9 million (2005: loss of €1.7 corresponds to the Group profit after tax reported on the income million) that was recognized in income. The revaluation reserve for the successive acquisition of Degussa shares increased by €10.6 million in 2005 due to consolidation of a Degussa 98 subsidiary that had previously been accounted for using the equity method. After €2.0 million was released to accumulated profits, the revaluation reserve still amounted to €38.1 million as of the balance sheet date. The cumulative translation adjustment contains the exchange differences from the financial statements of foreign companies. (e) Minority interests The proportions of issued capital and reserves of consolidated subsidiaries not attributable to equity holders of RAG Beteiligungs-AG are reported under minority interests. (20) Provisions for pensions and similar obligations Provisions for pension obligations are accrued to cover benefit In German companies, occupational pension schemes are plans for pensions, invalidity and support for surviving depend- predominantly on the basis of defined benefit plans. The defined ents. The benefit obligations vary depending on the legal, tax and benefit plans in Germany are primarily financed by provisions financial circumstances in the country in which the company and by the assets of the pension funds. operates. The amount of the obligations normally depends on the length of service and the salary of the employees concerned. At approximately 97.5 percent (2005: 95.3 percent), the Foreign companies may run both defined contribution plans and defined benefit plans. In addition to the expected return on plan assets as majority of the provisions for pensions recognized as of the weighted averages, the premises on which the actuarial calcula- balance sheet date were attributable to Germany. tion of the obligations is based are shown below: Group Percent Germany 2006 2005 2006 2005 Discount rate as of December 31 4.60 4.39 4.50 4.25 Future increases in remuneration 2.73 2.75 2.51 2.47 Future increases in pensions 1.54 1.58 1.50 1.50 Expected return on plan assets as of December 31 5.31 5.51 5.00 5.00 Health care cost trend 8.91 9.94 – – The expected return on plan assets is determined based on public capital market studies and forecasts as well as internal historical data for each group of assets. ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board The present value of the defined benefit obligation changed 2006 2005 8,494.2 7,612.8 Current service cost 144.2 137.9 Interest cost 347.7 366.0 Employee contributions 40.2 13.7 Defined benefit obligation as of January 1 Actuarial gains/losses – 184.6 889.0 Benefits paid – 406.4 – 398.9 8.3 – 2.8 16.4 – 195.0 – 384.0 – 17.0 – 0.2 – – – 1.6 41.9 90.1 Past service cost Additions from business combinations Reclassifications as per IFRS 5 Curtailments Settlements Currency translation Defined benefit obligation as of December 31 The experience adjustments for defined benefit obligations and for the plan assets are as follows: as follows: € million 8,033.9 8,494.2 € million Experience-based adjustments for defined benefit obligations Experienced-based adjustments for plan assets Fair value of the plan assets as of January 1 2006 2005 2005 46.7 63.9 – 13.6 – 50.3 between the defined benefit obligation and the fair value of the plan assets, is reconciled with the pension provisions shown in the balance sheet as follows: € million Dec. 31, 06 Dec. 31, 05 Present value of the defined benefit obligation 8,033.9 8,494.2 Fair value of the plan assets 3,137.9 3,114.8 4,896.0 5,379.4 – 1.5 + 3.9 – 824.2 – 1,080.5 – – 2.1 4,070.3 4,300.7 Funding status Actuarial gain (+)/loss (–) The fair value of the plan assets changed as follows: 2006 The funded status, which is defined as the difference Unrecognized past service cost € million 99 Corporate Bodies Major Shareholdings Other changes (including asset ceiling) Pension provisions 3,114.8 2,973.9 Expected return on plan assets 164.1 161.5 Employer contributions 99.7 80.0 Employee contributions 13.4 13.7 €3,453.6 million (2005: €3,613.1 million) were covered by assets Actuarial gains/losses 13.6 50.3 partially or in full. In addition, the defined benefit obligations – 150.2 – 141.3 8.2 – 79.1 – 104.5 – – 21.2 55.8 3,137.9 3,114.8 Benefits paid Additions from business combinations Reclassifications as per IFRS 5 Currency translation Fair value of the plan assets as of December 31 As of the reporting date, €4,496.2 million (2005: €4,744.2 million) of the defined benefit obligations were not covered and include health care obligations amounting to €84.1 million (2005: €136.9 million). Of the €3,137.9 million (2005: €3,144.8 million) total fair value of the plan assets as of the balance sheet date, 26.0 percent (2005: 30.55 percent) was attributable to equities, 65.2 percent (2005: 65.35 percent) to fixed income, 4.6 percent (2005: 2.2 percent) to real estate and 4.2 percent (2005: 1.9 percent) to other In the year under review, the actual return on plan assets came to €177.8 million (2005: €211.8 million). Next year, we expect to incur employer contributions of €66.4 million. assets. As of the balance sheet date, no portion (2005: €2.0 million) was attributable to own shares in subsidiaries included in the consolidated financial statements as well as owner-occupied property. 100 Pension provisions changed as follows in 2006: The total expense for defined benefit plans breaks down as follows: € million Pension provision as of January 1 Net expense recognized in income Pension payments, employer and employee contributions Changes in the consolidated group Reclassifications in accordance with IFRS 5 Other changes Currency translation Defined benefit obligation as of December 31 2006 2005 4,300.7 4,414.0 350.0 322.7 – 328.9 – 320.3 5.0 – 141.2 – 240.3 – – € million 2006 2005 Current service cost 140.8 127.1 Interest cost 340.5 355.4 – 161.0 – 154.5 29.5 84.3 Expected return on plan assets Amortization charges Losses from plan adjustments and curtailments 0.1 – 0.8 1.8 Effect of asset ceiling 0.1 – 88.8 – 16.2 23.7 Net pension expense 350.0 322.7 4,070.3 4,300.7 Of the total expense, €8.4 million (2005: €1.0 million) was attributable to preventive medicine benefits. The pension provisions on the balance sheet also include The interest expense and the expected income from the concessionary fuel allowances in Germany and entitlements to plan assets are reported in interest income; the other amounts medical services by retirees of the American companies. are reported in personnel expenses as pension expenses. The actuarial loss was €824.2 million (2005: €1,080.5 mil- A total of €15.9 million (2005: €12.6 million) was paid into lion), falling outside of the permitted corridor. Calculation of the defined contribution plans of the foreign companies; this is also corridor and amortization is undertaken for each plan included. reported in personnel expenses as pension expenses. Furthermore, €154.5 million (2005: €165.6 million) has been paid into government defined contribution plans (statutory pension insurance) in Germany and abroad. They are reported as social security contributions in personnel expenses. (21) Other provisions Other provisions relate to the following: € million Total Personnel Environmental protection and recultivation Restructuring Other obligations Dec. 31, 06 Dec. 31, 05 thereof thereof with a with a term to term to maturity maturity within of more 1 year than 5 year thereof thereof with a with a term to term to maturity maturity within of more 1 year than 5 year Total 1,079.7 493.5 119.4 1,048.8 519.5 119.9 314.7 51.9 96.6 332.2 42.1 50.1 122.5 64.1 12.3 125.4 54.2 16.2 1,064.0 700.5 86.4 1,585.4 1,136.8 71.1 2,580.9 1,310.0 314.7 3,091.8 1,752.6 257.3 ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board 101 Corporate Bodies Major Shareholdings In the year under review, provisions changed as follows: Environmental protection, recultiPersonnel vation € million Balance as of January 1, 2006 Additions Restructuring Other obligations 1,048.8 332.2 125.4 1,585.4 643.2 26.5 52.8 642.7 Amounts utilized – 493.1 – 17.8 – 37.8 – 646.9 Amounts reversed – 30.7 – 22.4 – 13.7 – 286.4 Reclassifications – 95.1 0.2 – 4.2 – 124.5 Currency translation – 6.3 – 2.1 – 0.3 – 9.9 Interest adjustments Changes in the consolidated group Balance as of December 31, 2006 Provisions in respect to personnel are created for a number 18.5 0.7 1.3 – 0.8 – 5.6 – 2.6 – 1.0 – 95.6 1,079.7 314.7 122.5 1,064.0 Provisions for restructuring are based on any restructuring of different reasons. These include provisions for vacation entitle- measures to be implemented. Restructuring measures are ments and days off, occupational health checks and bonuses and defined as a program planned and controlled by the company to performance-related pay. materially alter one of the company’s fields of activity or the way Provisions for environmental protection and recultivation in which this activity is carried out. Provisions for restructuring are created as a result of contractual terms, or conditions imposed may only be created for the costs that can be directly attributed by authorities or the law. Obligations include biological soil to the restructuring. These costs include: severance packages, reclamation and site decontamination for chemical operations. redundancy and early retirement payments, costs for the termination of contracts, dismantling obligations, the costs of biological soil reclamation, rental expenses for unused facilities and all other expenses solely attributable to the closure or the processing of the restructuring program. Other obligations are essentially provisions for the following items: € million Balance as of January 1, 2006 Additions Selling activities Other taxes Dismantling obligations 274.5 34.5 87.5 151.0 71.6 9.1 Amounts utilized – 117.0 – 11.8 – 3.8 Amounts reversed – 36.4 – 0.9 – 10.5 – 4.2 0.9 – 6.1 Currency translation – 3.1 – 0.1 0.0 Interest adjustments – 4.3 0.1 0.6 Reclassifications Changes in the consolidated group Balance as of December 31, 2006 – 91.1 – 0.1 0.1 169.4 94.2 76.9 102 (22) Financial liabilities € million Dec. 31, 06 Dec. 31, 05 thereof with a term to maturity of more Total than 1 year thereof with a term to maturity of more Total than 1 year Bonds 1,265.7 1,265.2 1,456.1 1,304.2 Liabilities to banks 3,858.1 2,051.8 3,257.3 2,067.4 Loans from non-banks 110.4 70.7 116.5 83.4 Liabilities from finance leases 140.1 130.0 150.0 139.2 Liabilities from derivatives 35.6 11.5 109.1 44.9 Liabilities from finance bills 0.1 – 0.8 – 468.6 42.7 959.8 37.2 5,878.6 3,571.9 6,049.6 3,676.3 Other interest-bearing liabilities (a) Bonds, liabilities to banks (b) Liabilities from finance leases The amount under bonds is mainly comprised of a bond issued by Liabilities from finance leases are recognized if the leased asset is Degussa with a nominal amount of €1,250.0 million maturing in the beneficial ownership of the Group and is capitalized under in 2013 and an annual coupon of 5.125 percent. The bond is property, plant, and equipment. The reconciliation of future recognized at the issuing price of 98.99 percent; the discount is minimum lease payments to their present values and due dates credited over the term of the bond using the effective interest is as follows: method. Liabilities to banks include a syndicated credit facility for € million €879.0 million. The interest on the loans draws on the syndicated credit facility is based on EURIBOR corresponding to the loans draw plus a margin. Bonds and liabilities to banks are subject to interest rate risk, which can influence market value or future cash flows. As of Dec. 31, 06 Dec. 31, 05 Total Total 243.3 279.4 due within 1 year 23.1 24.7 due in 1 to 5 years 92.5 97.3 Future minimum lease payments 127.7 157.4 the balance sheet date, the market price of the bond was €1,232.1 Interest included therein 103.2 129.4 million. The fair values of the other liabilities are nearly identical Present value of future minimum lease payments (liabilities under finance leases) 140.1 150.0 10.1 10.8 to the carrying amounts. Interest rate hedges are entered in for significant variable interest-bearing liabilities. The interest rate risk of the bond is hedged by a fair value hedge of €750.0 million. In 2006, RAG Beteiligungs-AG entered into a syndicated credit facility for €2,250 million which runs until 2011. It had not been drawn on as of the reporting date and serves to cover shortterm borrowing requirements. The Company also has bilateral credit lines in the amount of €600 million, most of which have not been drawn on. With respect to its financial liabilities, the Group has not violated payment agreements. Shares in consolidated subsidiaries are pledged to secure loans in the amount of €1.479 billion. due in more than 5 years due within 1 year due in 1 to 5 years 53.6 52.9 due in more than 5 years 76.4 86.3 ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board 103 Corporate Bodies Major Shareholdings (c) Liabilities from derivatives (d) Financing structure Liabilities from derivatives are broken down as follows: As of December 31, 2006, the financial liabilities were structured as follows: € million Dec. 31, 06 Dec. 31, 05 Total Total Liabilities from foreign exchange derivatives 9.2 51.8 Liabilities from interest rate derivatives 1.7 43.2 Liabilities from commodity derivatives 8.6 0.1 Liabilities from other derivatives 16.1 14.0 35.6 109.1 Years Maturity in € million Interest duration in € million 2007 2,306.7 3,472.6 2008 256.0 241.0 2009 211.0 225.0 2010 199.0 214.0 2011 148.0 236.0 > 2011 See item (16 f) in the Notes for information on liabilities 2,757.9 1,490.0 5,878.6 5,878.6 from derivatives. (23) Trade payables, other payables € million Trade payables Payables from construction contracts Dec. 31, 06 Dec. 31, 05 thereof with a term to maturity of more Total than 1 year thereof with a term to maturity of more Total than 1 year 1,264.8 – 1,821.7 – 0.1 – 1.9 0.2 Miscellaneous tax liabilities 94.3 – 137.8 0.0 Customer advances received 162.2 12.4 295.3 8.8 Miscellaneous other liabilities 315.2 13.6 403.3 15.5 Deferred income Liabilities from construction contracts include €0.1 million (2005: €0.2 million) of costs incurred including contract margins, €2.1 million of which was billed to customers in 2005. 199.8 156.7 247.3 186.7 2,036.4 182.7 2,907.3 211.2 104 (24) Deferred taxes, current tax Deferred tax and current tax reported on the balance sheet are broken down as follows: € million Deferred tax assets Current tax assets Dec. 31, 06 Dec. 31, 05 thereof with a term to maturity of more Total than 1 year thereof with a term to maturity of more Total than 1 year 496.7 336.0 1,086.2 781.6 95.0 – 96.9 – Deferred tax liabilities 961.4 839.7 1,494.3 1,309.4 Current tax liabilities 338.2 112.1 405.3 100.9 In accordance with IAS 1, the current elements of deferred taxes are reported on the balance sheet under non-current assets and liabilities. Deferred taxes have been posted in relation to the following items: Deferred tax assets € million Deferred tax liabilities 2006 2005 2006 2005 20.0 32.7 512.9 757.2 468.5 675.0 766.9 874.1 26.1 37.1 373.3 488.7 110.6 110.1 85.5 84.0 34.7 67.3 49.5 93.6 Provisions 622.6 691.0 71.8 118.0 Liabilities 107.6 177.3 40.2 107.1 – 0.0 45.9 64.3 218.1 311.2 – – 9.7 56.7 – – 20.6 21.9 25.7 30.6 Assets Intangible assets Property, plant, and equipment and investment properties Financial assets Inventories Receivables and other assets Liabilities Special tax allowance reserves (in accordance with local law) Loss carried forward Tax credits Consolidation Other Deferred taxes (gross) Valuation allowances Netting Deferred taxes (net) The reduction in both deferred tax assets and liabilities primarily resulted from the reclassification of the discontinued operations Construction Chemicals, Gas Distribution, and Mining Technology. In addition, changed tax legislation in Turkey led to 54.7 142.0 31.4 36.0 1,693.2 2,322.3 2,003.1 2,653.6 – 154.8 – 76.8 – – – 1,041.7 – 1,159.3 – 1,041.7 – 1,159.3 496.7 1,086.2 961.4 1,494.3 ACTIVE Foreword Management Report 105 Corporate Bodies Major Shareholdings Consolidated Financial Statements 왘 Notes Report of the Supervisory Board a reduction of the deferred tax assets and liabilities for the Iskenderun power plant company. No deferred tax assets were recognized for temporary differences amounting to €219.4 million as it is unlikely that sufficient taxable income will be available in future for their realization. Deferred tax liabilities of €32.3 million (2005: €41.7 million) have been credited to accumulated other comprehensive income/loss. Of this amount, €57.8 million (2005: €28.9 million) was attributable to currency translation adjustments, and €23.6 million was charged (2005: €12.8 million credited) to hedge reserves. In addition to tax loss carry forwards to which deferred taxes have been assigned, there are loss carry forwards that cannot be utilized and to which no deferred taxes have been assigned. See the table below for details: € million Dec. 31, 06 Dec. 31, 05 Total Total Corporation income tax 1,085.5 822.3 Municipal trade tax 1,564.5 1,022.3 405.3 499.5 Foreign taxes Tax credits – 5.5 3,055.3 2,349.6 Time-limit breakdown for the utilization of German and foreign loss carry forwards: Corporation income tax € million Local tax Tax credits 2006 2005 2006 2005 2006 2005 Up to 1 year – – – – – – 2 to 5 years 1.5 – – – – – 6 to 9 years – – – – – – 404.5 492.4 – – – – 1,084.8 829.4 1,564.5 1,022.3 – 5.5 More than 9 years Unrestricted 106 Financial risk management The objective of interest rate management is to protect the As an enterprise operating at an international level, the RAG Group net income against negative impacts from market interest Beteiligungs-Group is always exposed to financial risks. An rate fluctuations. Risk is controlled through the use of original important objective of company policy is to limit market, liquidity and derivative financial instruments, in particular interest rate and default risks to the enterprise value and the performance of swaps and interest rate caps. Taking cost-risk aspects into the Group in order to hold cash flow and income fluctuations account, this results in an appropriate proportion of fixed interest largely in check without missing out on opportunities presented rates (interest rate locked in longer than one year) and variable by positive market developments. To this end, a systematic interest rates (interest rate locked in less than one year). The financial and risk management was established. The risk position hedge of the net borrowing requirements through fixed interest was controlled centrally at the level of RAG Aktiengesellschaft, rates is 44 percent as of December 31, 2006. which carried out all necessary functions for RAG BeteiligungsAG until December 31, 2006. Derivative financial instruments are used to reduce financial The concepts of cash flow at risk and value at risk (VaR) were applied in measuring the market risks in the interest and currency area. The former refers to the current interest payments risks. They are solely associated with the corresponding underly- that are subject to an interest rate risk as well as outstanding ing transactions arising from the original business activity that payments in foreign currency that are in turn subject to a have a risk profile opposite to the hedging transaction. The currency risk. The parameter VaR indicates the maximum loss instruments themselves are marketed products such as forward arising from original and derivative financial instruments for one exchange transactions and options, interest rate and currency month based on a given probability. The development of this risk swaps, currency forwards and options on swaps. measure is observed monthly and reported to the Chief Financial Officer. (a) Market risk VaR is calculated on a one-month horizon with a confidence Market risk can basically be broken down into currency, interest interval of 99 percent. The calculation is performed using a rate and commodity risks: Monte Carlo simulation of the risk variables. (interest rates and Currency risks arise on the purchasing side through the purchase of commodities and on the sales side through the sales currencies). The risk positions analyzed for the calculated VaR are of end products. The objective of currency management is to primarily financial liabilities (e.g. loans) and fixed interest rate hedge the operational business against income and cash flow investments. Added to this are financial derivatives such as fluctuations due to price changes in the foreign exchange options that have a time-related current value. Financial liabilities markets. The majority of the currency risks result from the price in foreign currency which are offset by sales in the same currency development of the euro in relation to the US dollar (USD). are not taken into account. About 75 percent of the proportion of Group sales in USD or In principle, VaR is a theoretical construct which has to in currencies moving in close step with the USD is hedged on the function under numerous assumptions. If they do not entirely production side in the USD area. The remaining currency risk con- correspond with reality, inaccuracies in the risk measurement sists of the sales risk in the export business with the USD area are unavoidable. For the model used by RAG Beteiligungs-AG, this and is hedged by currency forwards and currency options. applies primarily to the normal distribution assumption for the risk variables and for the assumed one-month horizon. As of December 31, 2006, the value for VaR from foreign currency positions amounts to €25.4 million and €43.8 million from interest positions. Due to diversification effects between interest rate and currency risks, the total VaR in the Group amounts to €47.2 million. ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board Commodity risks result from market price changes of Corporate Bodies Major Shareholdings (c) Default purchases of commodities. The business units of the RAG Beteili- Default risks are initially examined in detail on conclusion of the gungs-Group are responsible for commodity management. They agreement and then monitored on an ongoing basis so that it is determine the procurement risks and take effective risk-minimiz- possible to react promptly to a worsening of the creditworthiness ing measures. Price volatilities are, for example, evened out by of a contracting partner. The initial review of default risk includes price escalator clauses and swap transactions. The availability the consideration of the contracting partner’s rating and the and the price dependence of raw materials, primary and interme- company’s own credit reviews. In the case of banks, the review diate products are of great significance for the Group’s price situ- includes their deposits in deposit insurance systems. In the case ation. In this connection, the dependence of significant commod- of export orders, the political risk is first analyzed in order to form ity prices on exchange rates and the crude oil price is important a total risk consisting of political and economic risk. In the course to the Group. The Group reduces the price and acquisition risks in of analyses of creditworthiness, maximum limits are established procurement markets through worldwide purchasing activities for the respective contracting partners. This is essentially accom- and optimized procedures for the purchase of additional, imme- plished on the basis of ratings of international rating agencies diately available quantities of raw materials. In addition, the use and our own internal credit reviews. For export financing the con- of substitute raw materials is examined for various manufactur- tracting partners must at least have an investment grade rating. ing processes and work is carried out to develop alternative production technologies. In addition to the increased costs for raw materials, recent Creditworthiness management also extends to derivatives where a risk of default exists in the amount of the positive fair value. This risk is minimized by the high requirements expected significant rises in energy prices in particular have impacted the of the contracting partner with respect to creditworthiness. Only Group’s production costs. Derivative financial instruments were marketable instruments having adequate market liquidity are used in 2006 to hedge procurement price risks. used for this purpose. Therefore, significant default risks do not exist in this area. (b) Liquidity risk Liquidity risk is controlled by centralized financial planning which ensures that the necessary funds to finance the current operational business and to guarantee that the funds for current and future investments in all companies in the Group are available on time and in the required currency at optimal costs. As part of liquidity risk management, the Group companies are responsible for the ongoing determination of their liquidity requirements. Liquidity planning is performed on a monthly rolling basis over a period of 15 months. Whenever legally possible and economically feasible, the existing liquidity is pooled though central cash management. Central liquidity risk management brings about cost-effective borrowing and advantageous financial equalization. Unutilized credit lines of greater than €2,850.0 million, including a revolving credit facility of €2,250.0 million are available for liquidity hedging. 107 108 NOTES TO THE CASH FLOW STATEMENT The total price of subsidiaries sold amounted to €3,443.0 million (2005: €335.4 million), €3,439.7 million of which was The cash flow statement is broken down into cash flows from settled by cash and cash equivalents (2005: €328.4 million). The operating, investing and financing activities. It shows the net disposals involved an outflow of cash and cash equivalents of change in cash and cash equivalents from continuing operations. €97.6 million (2005: €60.2 million). Interest paid as well as interest and dividends received are attributed to the operating activity, dividends paid to financing (27) Cash and cash equivalents activity. The cash and cash equivalents of €444.3 million (2005: €400.9 million) correspond to the cash and cash equivalents available as (25) Cash flow from operating activities The cash flow from operating activity is calculated using the of the balance sheet date. Cash and cash equivalents include credit balances at banks indirect method. The profit before financial result and income tax (term to maturity < 3 months) together with checks and cash on expense of the continuing operations is adjusted for the effects hand. The carrying amount of cash and cash equivalents pledged of non-cash expenses and income for items to be allocated to as collateral amounted to €75.0 million (2005: €81.5 million). investing or financing activities. In addition, the changes in the amounts reported in the balance sheet are calculated and included in income. (26) Cash flow from investing activities Cash flows from investing activities relate to cash inflows and outflows from the acquisition and disposal of subsidiaries. The cash payments for acquisitions, investments, and loans include €3,436.8 million for the acquisition of the Degussa stock. Furthermore, a total of €42.5 million (2005: €132.6 million) was paid for the acquisition of subsidiaries consolidated for the first time. This amount involves an outflow of cash and cash equivalents of €36.5 million (2005: €122.2 million). The acquisitions resulted in cash and cash equivalents acquired of €14.8 million (2005: €12.5 million). ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board NOTES TO THE SEGMENT REPORT Corporate Bodies Major Shareholdings (c) Specialty Materials The Specialty Materials segment encompasses all business of the The section on segment reporting shows the financial position RAG Beteiligungs-Group involving high-performance materials, and performance of the RAG Beteiligungs-Group broken down by which hold leading competitive positions due to superior material, business segment and region. processing, and application competence. Many of the products are manufactured in a chemical production network on the (28) Reporting by business segment basis of methyl methacrylate. This segment’s materials are used The segment reporting takes into account the Group’s internal primarily for the industrial production of durable industrial goods reporting and organizational structures and its grouping of simi- and capital goods, especially in the automotive, construction, lar products and services. In the course of the strategic restructur- aviation and aerospace industries. Customers utilize our high- ing of the RAG Beteiligungs-Group in preparation for the IPO, the quality polymers as transparent plastics in the semi-finished management structure for reporting purposes will be changed as products area, as resin and coating additives, and as structural of January 1, 2007. The segment reporting is already based on the components for demanding applications in automotive and future reporting structure. The new industrial enterprise will be aircraft construction. subdivided into the segments Technology Specialties, Consumer Solutions, Specialty Materials, Energy, and Real Estate. (d) Energy The Energy segment bundles commercial power and heat pro- (a) Technology Specialties duction activities with power plant-related services. The Energy The Technology Specialties segment bundles the specialty segment is the market and technology leader in coal-fired technologies of the RAG Beteiligungs-Group in organic and in- electricity generation, it utilizes refinery byproducts for supplying organic synthetic chemistry as well as the expertise in particle energy, and is increasingly active in the field of renewable ener- and filler technology. The products are then processed primarily gies. The total installed electrical output is around 9,000 mega- by companies of the pharmaceuticals, chemical, plastics, rubber, watts. Germany’s fifth-largest power generator operates eight and paper industries. These include organic specialties and inter- coalfired power plants across the country as well as an additional mediate products that are important components in the synthesis three large-scale coal-fired power plants in Columbia, Turkey, and of pharmaceuticals and agrochemicals as well as input materials the Philippines. This segment’s competence covers the entire for the plastics industry. Hydrogen peroxide, for instance, is a value chain of coal-fired power plants, from planning and financ- significant bleaching and oxidizing agent for the paper and pulp ing to construction and plant operation. Own in-house global industry. Particle and filler systems based on carbon blacks and coal trading activities ensure that fuel is procured at low cost. The silica from this segment are used in particular in the tire industry Energy segment offers supply and disposal services for residues for rubber reinforcement. from power plants and industrial facilities. It also has a strong competitive position in contiguous technologies such as the (b) Consumer Solutions production of energy from refinery byproducts, biomass, biofuel, The Consumer Solutions segment has extensive know-how in and in geothermal energy generation. The segment is the global the area of applied interfacial and polymer chemistry, primarily leader in the use of mine gas for energy generation. serving customers in the consumer goods industry in the areas of body care, hygiene and nutrition. The products of this segment (e) Real Estate are customized substances and system solutions which produce The Real Estate segment focuses on residential real estate with shampoos to make hair smooth and glossy, skin-protecting and an emphasis on leasing residential units to private households. age-defying creams, environmentally-friendly laundry deter- The segment also actively manages its housing portfolio. A small gents, super-absorbent diapers, and premium feeds for livestock. portion of the housing portfolio is sold each year based on comprehensive analyses that take into account cost effectiveness, expected future maintenance expenses, regional focuses, and the state of repair of the buildings. The segment rounds out its 109 110 activities with the development and construction of turn-key External sales represents the sales generated by the seg- single family homes, duplexes, and condominiums to be sold to ments with counterparties outside the RAG Beteiligungs-Group. end users and investors. Nearly the entire housing portfolio is Sales generated between business segments are shown as inter- located in North Rhine-Westphalia. Significant locations are segment sales. Inter-segment sales are billed as if they were to Essen as well as the regional companies in Dortmund, Duisburg, third parties. Sales by region is segmented in accordance with the and Herzogenrath. With a total of more than 65,000 residential location of the customer. units, RAG Beteiligungs-Group is one of the largest residential The Company’s internal control variable is return on capital employed (ROCE). It is determined by comparing the performance property companies in Germany. variable EBIT (earnings before interest and taxes) with capital (f) Other, consolidation employed. Capital employed is recognized at the value of the “Other, consolidation” includes the Group activities that are not reporting date for determining the key figures. The Management Board considers EBIT in particular as a assigned to a segment or the Corporate Center. In addition, it includes effects from intercompany elimination. Continuing oper- suitable standard for measuring the operating performance of ations that were no longer among the core activities were reclas- each segment as it contains the significant variables that the sified from the segments to “Other, consolidation.” The segment management of the particular segment can influence. EBIT shows data of the previous year were adjusted accordingly. The changes earnings before interest and taxes, adjusted for non-operating of the previous year’s values under “Other, consolidation” were items. The non-operating result recognizes business transactions primarily related to the reclassification of land development/ that are rarely of significance for purposes of internal control commercial real estate and real estate services out of the Real after their occurrence and are important for the assessment of Estate segment. The significant segment data attributable to financial performance. this for 2005 are shown below: In the year under review, the non-operating result came to – €701.9 million compared to – €424.3 million in 2005. Income € million Sales Segment results (continuing operations) Segment assets (as of December 31) Segment liabilities (as of December 31) 2005 of €446.6 million was offset by expenses of €1,148.5 million. 87.3 The income resulted primarily from the disposal of non-core – 35.9 227.1 82.1 activities, including Water Chemicals, the Raylo fine chemicals activities, the 49.9 percent interest in SOTEC as well as the release of provisions for operations sold. Significant expenses related to provisions for part-time retirement and the staff reduction in connection with the Group-wide project “Sirius”, charges (29) Reporting by geographical segment from the project “Degussa 2008” and additional restructuring The definition of segments by region follows geographical projects within the Chemicals business area, losses from the sale criteria that are explained in detail below. of non-core activities as well as impairments in the Chemicals business area. Among other things, the 2005 value of – €424.3 (30) Notes to the segment data million was influenced by charges related to the divestment of The segment data are derived from the consolidated data of the non-core activities due to impairment losses in the Chemicals companies included in each segment as well as the consolidation business area. effects that have arisen on the level of RAG Beteiligungs-AG and In determining EBITDA, EBIT is adjusted for depreciation/ can be assigned to the segment. This relates primarily to goodwill amortization, impairment losses and reversals of impairment and hidden reserves and charges together with any resulting losses which are not already a component of the non-operating effect on income. The segment data are explained below: result. The EBITDA margin is derived from the ratio of EBITDA to sales. ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board The reconciliation shown below represents the relation 111 Corporate Bodies Major Shareholdings The segment result corresponds to profit/loss before between the internal control variables EBITDA and EBIT and the financial profit/loss and income tax expense of the continuing external performance variables segment result and profit/loss operations. before income expense of the continuing operations: Segment assets comprise intangible assets, property, plant and equipment, investment properties, inventories, and non- € million EBITDA +/– depreciation, amortization, impairment losses/reversal of impairment losses +/– depreciation, amortization, impairment losses/reversal of impairment losses related to non-operating activities 2006 2005 + 2,280.1 + 2,107.2 interest-bearing receivables (excluding receivables relating to tax assets). In addition, the segment assets include amounts for the sale of non-current assets held for sale and disposal groups, if they can be allocated to the continuing operations. Assets by – 1,476.2 – 1,280.1 region are segmented in accordance with the location of the company. The segment assets are reconciled with total assets as + 429.7 + 281.1 + 1,233.6 + 1,108.2 – 701.9 – 424.3 +/– result of investments accounted for using the equity method – 50.0 – 70.1 +/– other financial result – 24.6 – 10.9 Segment result + 457.1 + 602.9 + deferred taxes +/– financial result – 404.2 – 343.8 + current tax assets + + 52.9 + 259.1 = EBIT +/– non-operating result = = Profit before tax (continuing operations) follows: € million Segment assets Capital employed is calculated by first determining the sum of intangible assets, property, plant and equipment, investments, investment properties, inventories, trade receivables, and other non-interest bearing assets and subtracting from this sum the non-interest-bearing provisions, trade payables, and other noninterest bearing liabilities and deferred tax liabilities. 16,658.0 17,683.9 – 2,687.1 496.7 1,086.2 95.0 96.9 investments accounted for using the equity method 279.4 414.7 + other investments 103.3 153.5 + loans 331.2 326.2 + securities and securities-type claims 27.2 115.6 1,311.1 1,321.4 5.1 8.3 + receivables from finance leases + other financial assets + cash and cash equivalents 444.3 400.9 + non-current assets held for sale and disposal groups 1,314.6 898.1 non-current assets held for sale and disposal groups (included in segment assets) – 22.6 – 259.3 21,043.3 23,750.4 – property, plant and equipment, and investment properties in the period under review. Additions resulting from changes in the scope of consolidation are not included. Capital expenditures by region is segmented in accordance with the location of the company. Depreciation and amortization relate to intangible assets, property, plant and equipment, and investment properties. Other non-cash expenses mainly include impairment losses on segment assets, allocations to provisions, expenses arising from accounting using the equity method, and the reversal of prepaid expenses. adjustments of segment assets in previous year + Capital expenditures relates to additions to intangible assets (excluding goodwill arising from business combinations), Dec. 31, 06 Dec. 31, 05 = Total assets 112 Segment liabilities comprise provisions and non-interest- Segment result of the discontinued operations bearing liabilities (excluding tax liabilities). Moreover, the segment The table below reconciles the segment results of the discontin- liabilities contain amounts for liabilities of a disposal group if ued operations to their profit/loss after income tax expense. they can be allocated to the continuing operations. The liabilities The segment result corresponds to profit/loss before financial can be reconciled with total assets as follows: profit/loss and income tax expense. € million Segment liabilities + Dec. 31, 06 Dec. 31, 05 € million 2006 2005 + 1,304.5 + 182.8 8,733.2 9,286.0 Gas Distribution + 33.8 + 5.3 – 1,201.2 Mining Technology + 72.0 + 55.7 4,319.8 5,249.3 Food Ingredients + 27.9 + 18.6 Segment result (discontinued operations) + 1,438.2 + 262.4 adjustments of segment liabilities in previous year Construction Chemicals + equity + deferred taxes 961.4 1,494.3 + current tax liabilities 338.2 405.3 + bonds 1,265.7 1,456.1 Financial result + 11.3 – 1.2 + liabilities to banks 3,858.1 3,257.3 Income tax expense 340.6 49.7 + loans from non-banks 110.4 116.5 + liabilities under finance leases 140.1 150.0 + 1,108.9 + 211.5 + other financial liabilities 468.7 960.6 + liabilities of the disposal groups 857.7 252.1 – liabilities of the disposal groups (included in segment liabilities) – 10 – 78.3 21,043.3 23,750.4 = Total equity and liabilities Profit after income tax (discontinued operations) The Food Ingredients business is part of the Consumer In contrast to the previous year, solely the continuing operations are shown in the segment reporting. The total segment data for 2005 was adjusted to reflect the new form of presentation. Amounts reclassified from the segment assets and segment liabilities for the adjustment of the previous year’s figures for the discontinued operations Construction Chemicals, Gas Distribution, and Mining Technology are shown separately in the corresponding reconciliation to total assets. Solutions segment. The remaining discontinued businesses are not allocated to any particular segment. ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board OTHER DISCLOSURES Corporate Bodies Major Shareholdings Performance-related remuneration In addition to base remuneration and short-term incentives, the (31) Earnings per share remuneration of the RAG Beteiligungs-Group contains the long- Basic earnings per share as reported on the income statement term incentive plan (LTI Plan) for executives of the Degussa sub- reflects net income divided by the weighted average number of group. The Degussa LTI plan is recognized as a non-current remu- shares outstanding. Net income is defined as total net profit for neration component by applying IAS 19 “Employee Benefits.” the year after profits attributable to minority interests and As a component of this plan, Degussa offers its executives including the result from discontinued operations. Earnings per performance options. By availing themselves of these options, share may be diluted by potential common shares. they participate in the performance of the Company and thus in its long-term corporate success. The value of these options is Number of shares 2006 2005 Weighted average number of shares outstanding (basic) 466,000,000 466,000,000 Potentially diluting common shares – – 466,000,000 466,000,000 2006 2005 + 42.6 + 76.5 + 1,108.9 + 211.5 Profit after tax attributable to minority interests + 106.2 + 92.9 Profit after tax attributable to equity holders of RAG Beteiligungs-AG + 1,045.3 + 195.1 from continuing operations + 0.09 + 0.17 from discontinued operations + 2.38 + 0.45 minority interests + 0.23 + 0.20 + 2.24 + 0.42 Weighted average number of shares outstanding (diluted) € million Profit after tax (continuing operations) Profit after tax (discontinued operations) calculated based on defined key business figures. The key figures ROCE and EBITDA (as EBITDA outperformance compared to a peer group of specialty chemicals companies) Basic and diluted earnings per share in EUR Earnings per share (basic and diluted) in € attributable to equity holders of RAG Beteiligungs-AG (net income) not tied to the value of the Company’s stock price but instead is were selected as measurement variables for the Degussa LTI plan. 113 114 The Degussa LTI plan is offered to the members of the Management Board of Degussa (until 2005) and to around 190 Degussa executives. The scope of participation in the LTI plan is based on the number of performance options allocated, which is determined by the Supervisory Board Steering Committee of Degussa for the members of the Management Board or by the Management Board for the eligible executives. The number of performance options allocated under the Degussa LTI plans for 2003 to 2006 is shown below: LTI-Plan Balance as of January 1 Issued Exercised Lapsed Balance as of December 31 A term of five years was set for each of the Degussa LTI 2006 2005 2004 2003 0 1,093,551 1,020,442 643,778 808,042 0 0 0 0 0 0 0 21,700 205,400 191,700 122,129 786,342 888,151 828,742 521,649 The provision for the LTI plan comes to €10 million in the plans for 2003 to 2006. The five-year term of the LTI plan is year under review (2005: €5 million). The underlying economic broken down into an initial two-year waiting period within which data made it impossible to exercise options in the reporting year the performance options may not be exercised and a three-year for the LTI plans for 2003 and 2004 and thus no payments were exercise period including four exercise windows. made. The beneficiaries of the LTI plan for 2003 were eligible to For the performance options to be exercised, a specific ROCE exercise for the first time in 2005. The resulting payment was €16 target value for Degussa must first be exceeded. If ROCE exceeds million, of which approximately 7 percent was paid to members this exercise hurdle, the number of exercisable performance of the Management Board of Degussa. options changes in relation to the ROCE value achieved. The calculation formula to be used is determined based on the capital Related parties costs of the Degussa subgroup (WACC – weighted average cost of Over and above the subsidiaries included in the consolidated capital) and must be redefined annually for each plan. financial statements, the RAG Beteiligungs-Group also maintains The value of the exercisable performance options is calcu- relationships with related parties. All material relationships lated based on EBITDA performance. The value for Degussa must under corporate law with subsidiaries, associates and related at least correspond to the average EBITDA performance of the companies are included in the list of major shareholdings after peer group companies in order for the performance options to the Independent Auditors’ Report. retain their value. If this threshold is exceeded, the value of the Related parties with which the RAG Beteiligungs-Group performance options changes as a function of the EBITDA outper- maintains business relationships are significant associates and formance achieved by Degussa compared to the peer group. joint ventures of the RAG Beteiligungs-Group, RAG Aktiengesellschaft as sole shareholder of RAG Beteiligungs-AG, affiliated companies of RAG Beteiligungs-AG in the RAG Group and the following shareholders of RAG Aktiengesellschaft that can exert a significant influence, together with selected group companies: E.ON AG, RWE AG, and ThyssenKrupp AG. ACTIVE Foreword Management Report 115 Corporate Bodies Major Shareholdings Consolidated Financial Statements 왘 Notes Report of the Supervisory Board The value of transactions between the RAG BeteiligungsGroup and these companies was as follows: RAG Beteiligungs-Group Affiliated companies RAG AG Equity holders of RAG AG € million 2006 2005 2006 2005 2006 2005 2006 2005 Goods and services supplied 139.3 831.8 322.3 451.6 10.4 50.6 1,365.2 1,284.1 Goods and services received 41.6 137.2 308.3 264.6 5.8 96.3 248.2 1,214.6 1.6 0.9 3.9 23.8 1.3 5.4 8.2 23.7 Other income Other expense – – 148.1 129.1 – 4.3 0.2 0.2 Receivables as of December 31 62.6 119.5 149.1 151.6 – 4.2 174.2 256.2 Liabilities as of December 31 55.6 55.0 531.8 1,217.7 9.1 32.3 95.2 212.0 The receivables as of the balance sheet date relate for the Related parties include the management members who are most part to supplies of coal and electricity and financial rela- directly or indirectly competent and responsible for the planning, tionships with RAG. The liabilities mainly consist of deferred management, and monitoring of the Company’s activities as well income from the settlement of contractual adjustments relating as their family members. In the RAG Beteiligungs-Group, these to the purchase of electricity and liabilities from the supply of parties have included the Management Board and Supervisory coal and electricity as well as liabilities from financial relation- Board of RAG Beteiligungs-AG (formerly the management and ships with RAG. In addition, receivables and liabilities from the advisory council of the former RAG Beteiligungs-GmbH) since supply of gas were included in the previous year. September 14, 2006 as well as the other management of the RAG Furthermore, RAG Beteiligungs-AG acquired am additional Beteiligungs-Group. Other management consists of the Manage- 42.68 percent of the shares in Degussa from E.ON., see Notes ment Board and managing directors of subgroup parent compa- regarding “Scope of Consolidation.” nies. The sole shareholder RAG Aktiengesellschaft centrally The managing directors of the former RAG Beteiligungs- provides management, control and administrative services for GmbH are senior executives of RAG Aktiengesellschaft and RAG Beteiligungs-AG, the charges for which are not passed on to received no separate payments from the Company for their RAG Beteiligungs-AG. Based on the total costs incurred by RAG in activity. the past, the amount estimated for this purpose comes to €110.7 million. The advisory council of RAG Beteiligungs-GmbH received €0.1 million (2005: €0.1 million) for its activity. The following payments were made to the Management Board and the Supervisory Board of RAG Beteiligungs-AG and the other management of the RAG Beteiligungs-Group: Management Board members of RAG Beteiligungs-AG € million Other management 2006 2005 2006 2005 Current benefits due 5.2 – 15.5 13.4 Post-employment benefits 13.1 – 27.8 37.0 Termination benefits – – 13.1 3.1 LTI Plan as of December 31 – – – 1.1 116 Post-employment benefits include pension obligations at the present value of the defined benefit obligations. Pension DISCLOSURES IN ACCORDANCE WITH NATIONAL REQUIREMENTS benefits earned in the year under review (current service cost) amounted to €2.8 million (2005: €2.1 million). Apart from the relationships stated above, the RAG Beteili- Disclosures pursuant to Section 313 (2) and 313 (4) of the German Commercial Code (HGB) gungs-Group maintained no other significant relationships with The disclosures with respect to the shareholdings of RAG Beteili- related parties. gungs-AG and of the RAG Beteiligungs-Group are not made in the Notes but rather in a separate list. This list indicates which of Contingent Liabilities and Other Financial Commitments these companies have availed themselves of the exemptions The RAG Beteiligungs-Group recorded the following contingent sure of annual financial statements and the preparation of the liabilities as of the balance sheet date: notes to the accounts and the management report. € million allowed by Section 264(3) of the HGB with respect to the disclo- Dec. 31, 06 Dec. 31, 05 Obligations from the issue and transfer of bills of exchange – 0.2 Obligations from guarantees 198.3 363.7 Liabilities on warranties 209.3 257.7 407.6 621.6 Number of employees pursuant to Section 314 (1) No. 4 of the HGB The number of employees as an average for the year in the continuing operations was as follows: € million Technology Specialties 2006 2005 13,491 12,938 Consumer Solutions 6,107 6,110 ships, collectively owned enterprises, and as the general partner Specialty Materials 7,272 7,131 in limited partnerships. Energy 4,798 4,795 645 687 11,402 13,484 43,715 45,145 Legal liabilities exist for investments in general partner- The following additional financial obligations also exist: Real Estate The nominal values of obligations in relation to future Other minimum lease payments on assets leased under operating leases are due as follows: In addition, an average number of 7,701 persons (2005: € million Dec. 31, 06 Dec. 31, 05 13,522) were employed in the discontinued operations. Due within 1 year 57.6 71.3 Due in 1 – 5 years 265.9 203.8 Due in more than 5 years 161.9 157.2 Compensation of the Supervisory Board and Management Board pursuant to Section 314 (1) no. 6 of the HGB 485.4 432.3 The managing directors of the former RAG Beteiligungs-GmbH are senior executives of the sole shareholder RAG Aktiengesell- In the period under review, payments on operating leases of €76.4 million (2005: €111.0 million) were recognized in income. This sum included contingent rental payments of €0.1 million (2005: €0.0 million). schaft and receive no separate payments from the Company for their activity; see also the Notes pertaining to “Related Parties.” The remuneration paid to the Advisory Council totaled €76,983.33 in 2006. The remuneration paid to the Management Board of RAG Events after the balance sheet date The publication of these consolidated financial statements was Beteiligungs-AG in 2006 totaled €5,150,457.54. No remuneration was paid to the Supervisory Board in 2006. approved by the Management Board of RAG Beteiligungs-AG on the date of signing. Essen, March 8, 2007 RAG Beteiligungs-AG The Management Board Dr. Müller Dr. Engel Dr. Tacke Dr. Oberholz Wagner Dr. Schörner Weber ACTIVE Foreword Management Report Consolidated Financial Statements 왘 Notes Report of the Supervisory Board Corporate Bodies Major Shareholdings Auditor’s Report Auditor’s Report entities to be included in consolidation, the accounting and “We have audited the consolidated financial statements consolidation principles used and significant estimates made by prepared by the RAG Beteiligungs-AG, Essen, comprising the the Parent Company´s Board of Managing Directors, as well as balance sheet, the income statement, statement of changes evaluating the overall presentation of the consolidated financial in equity, cash flow statement and the notes to the consolidated statements and the combined management report.We believe financial statements, together with the group management that our audit provides a reasonable basis for our opinion. report, which is combined with the management report of the Our audit has not led to any reservations. parent company, for the business year from January 1 to Decem- In our opinion based on the findings of our audit the consol- ber 31, 2006. The preparation of the consolidated financial idated financial statements comply with the IFRSs as adopted by statements and the combined management report in accordance the EU and the additional requirements of German commercial with the IFRSs, as adopted by the EU, and the additional require- law pursuant to Section 315a (1) HGB and give a true and fair view ments of German commercial law pursuant to Section 315a (1) of the net assets, financial position and results of operations of HGB (“Handelsgesetzbuch”: German Commercial Code) are the Group in accordance with these requirements. The combined the responsibility of the parent company’s Board of Managing management report is consistent with the consolidated financial Directors. Our responsibility is to express an opinion on the con- statements and as a whole provides a suitable view of the solidated financial statements and on the combined manage- Group’s position and suitably presents the opportunities and ment report based on our audit. risks of future development.” We conducted our audit of the consolidated financial statements in accordance with Section 317 HGB and German generally accepted standards for the audit of financial statements promul- Duesseldorf, March 9, 2007 gated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Those standards require that we PricewaterhouseCoopers plan and perform the audit such that misstatements materially Aktiengesellschaft affecting the presentation of the net assets, financial position Wirtschaftsprüfungsgesellschaft and results of operations in the consolidated financial statements in accordance with the applicable financial reporting framework and in the combined management report are detected with reasonable assurance. Knowledge of the business activities and Dr. Vogelpoth Sprinkmeier the economic and legal environment of the Group and expecta- Wirtschaftsprüfer Wirtschaftsprüfer tions as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the consolidated financial statements and the combined management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of those entities included in consolidation, the determination of the 117 118 Report of the Supervisory Board Dr. Wulf H. Bernotat, Chairman Ladies and Gentlemen, During the past fiscal year, the Supervisory Board maintained continuous dialog with the Management Board of RAG Beteiligungs-AG and advised and monitored the Management Board in its management of the Group. The Supervisory Board was apprised of the Group’s performance and of strategic and operational issues in the development of the Group at two Supervisory Board meetings. The Management Board also provided us with written reports on business performance and on issues of particular interest. The Supervisory Board has been directly involved in all decisions requiring its consent and has made such decisions after a period of intensive review. The Chairman of the Supervisory Board was informed in detail and without delay of events of material importance to the performance of the business and the management of the Group, both in the context of and outside of Supervisory Board meetings. The Steering Committee supported the Supervisory Board in the preparation of its work, as did the Finance and Capital Expenditures Committee. Discussions during the past fiscal year were dominated by the ongoing positioning of the Group to meet capital market requirements. The Group achieved major milestones in optimizing its portfolio with the complete acquisition of Degussa AG, disposal of the Construction Chemicals business by Degussa AG, and finding an investor for DBT GmbH. Project “Sirius”, which involved changes to the corporate and Group ACTIVE Foreword Management Report Consolidated Financial Statements Notes 왘 Report of the Supervisory Board organization, was the subject of intense discussions at Supervisory Board meetings. The resulting Group restructuring was completed in the year under review, paving the way for significant gains in efficiency. All of the steps in this process were carried out in close coordination with the Supervisory Board. PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Düsseldorf, has audited the annual financial statements of RAG Beteiligungs-AG, the consolidated financial statements, and the combined management report of RAG Beteiligungs-AG and the Group and endorsed them with an unqualified audit opinion pursuant to Section 322 of the German Commercial Code (HGB). The audit engagement for the annual financial statements also included an audit of risk management procedures voluntarily requested by the Supervisory Board. The financial statements, the combined management report, and the auditors’ reports have been supplied to all members of the Supervisory Board. The financial statements were discussed in great detail in the financial review meeting of the Supervisory Board. The auditor reported on the material findings of the audit at the financial review meeting. We concur with the findings of the auditor and raise no objections to the reports. The Supervisory Board has approved the annual financial statements and the consolidated financial statements. The annual financial statements for 2006 have thus been ratified. The Supervisory Board wishes to thank the members of the Management Board and the employees and works council members of RAG Beteiligungs-AG and its affiliated companies for their hard work and dedication. We would particularly like to thank all employees celebrating service anniversaries in the year under review as well as those employees who retired in 2006 for their many years of service to the Company. Together with the Management Board, we remember all those employees who passed away during the year and convey our deepest sympathies to their families and friends. The Supervisory Board Essen, March 2007 Dr. Wulf H. Bernotat, Chairman Corporate Bodies Major Shareholdings 119 120 Corporate Bodies and Offices Held SUPERVISORY BOARD OF RAG BETEILIGUNGS-AG Ludwig Ladzinski, Bottrop Deputy Chairman Dr. Wulf H. Bernotat, Duesseldorf Chairman Chairman of the Management Board of E.ON AG a) Allianz AG Chairman of the Working Group of Works Councils in the RAG Group and Chairman of the General Works Council of Deutsche Steinkohle AG a) RAG Aktiengesellschaft Bertelsmann AG E.ON Energie AG (Chair) E.ON Ruhrgas AG (Chair) Metro AG RAG Aktiengesellschaft (Chair) b) Dr.-Ing. Ekkehard D. Schulz, Duesseldorf Deputy Chairman Chairman of the Management Board of ThyssenKrupp AG a) E.ON US Investments Corp. (Chair) Bayer AG E.ON Nordic AB (Chair) MAN Aktiengesellschaft (Chair) E.ON Sverige AB (Chair) RAG Aktiengesellschaft E.ON UK plc (Chair) RWE AG ThyssenKrupp Elevator AG (Chair) Hubertus Schmoldt, Hanover ThyssenKrupp Services AG (Chair) First Deputy Chairman Secretary General of the Mining, Chemical and Energy Industrial Union (IG BCE) a) Bayer AG Deutsche BP AG DOW Olefinverbund GmbH E.ON AG RAG Aktiengesellschaft AXA Konzern AG ThyssenKrupp Technologies AG (Chair) Jan Zilius, Cologne Deputy Chairman Member of the Management Board of RWE AG a) Harpen AG (Chair) RAG Aktiengesellschaft RWE Dea AG (Chair) Fritz Kollorz, Recklinghausen Deputy Chairman Former Member of the National Executive of the Mining, Chemical and Energy Industrial Union (IG BCE) a) DSK Anthrazit Ibbenbüren GmbH RAG Aktiengesellschaft STEAG Aktiengesellschaft TUI AG Vattenfall Europe AG Vattenfall Europe Generation Verwaltungs-AG RWE Energy AG ACTIVE Foreword Management Report Consolidated Financial Statements Notes Report of the Supervisory Board 왘 Corporate Bodies Major Shareholdings Martin Becker, Großrosseln Dietmar Hexel, Berlin Deputy Chairman of the Works Council of the Saar Mine, Member of the Managing Board of the German Confederation of Trade Unions (Deutscher Gewerkschaftsbund) a) RAG Aktiengesellschaft a) RAG Aktiengesellschaft Berthold A. Bonekamp, Essen Member of the Management Board of RWE AG a) Georgsmarienhütte Holding GmbH b) DGB Vermögenstreuhandgesellschaft mbH Berlinwasser Holding AG RAG Aktiengesellschaft Wolfgang Junge, Hamm RheinEnergie AG Chairman of the Works Council of the Ost Mine RWE Rhein-Ruhr AG (Chair) a) RAG Aktiengesellschaft RWE Westfalen-Weser-Ems AG (Chair) b) STEAG Aktiengesellschaft* Dr. Manfred Krüper, Duesseldorf Berliner Wasserbetriebe AöR Member of the Management Board of E.ON AG (until November 30, 2006) RWE Energy Nederland B.V. RWE Npower Holdings plc a) Degussa AG* E.ON Energie AG STOEN S.A. (Chair) equitrust Aktiengesellschaft (Chair) Východoslovenská energetika, a. s. RAG Aktiengesellschaft VICTORIA Lebensversicherung AG Klaus Brandner, MdB, Berlin SPD spokesman on the economy and employment in the German Bundestag a) VICTORIA Versicherung AG b) E.ON North America, Inc. (Chair) RAG Aktiengesellschaft Dr. Norbert Lammert, MdB, Berlin Dr. Ludger Diestelmeier, Essen President of the German Bundestag Managing Director of the administrative company RAG Beteiligung mbH a) b) RAG Aktiengesellschaft Kultur Ruhr GmbH Ruhrfestspiele Recklinghausen GmbH Dr. Hans Michael Gaul, Duesseldorf Member of the Management Board of E.ON AG Ingrid Matthäus-Maier, Frankfurt a) Degussa AG* Speaker of the Management Board of KfW Bankengruppe (effective October 1, 2006) DKV Deutsche Krankenversicherung AG a) Allianz Versicherungs-AG E.ON Energie AG Deutsche Telekom AG E.ON Ruhrgas AG RAG Aktiengesellschaft RAG Aktiengesellschaft Salzgitter Mannesmann Handel GmbH STEAG Aktiengesellschaft* VOLKSWAGEN AG b) E.ON Nordic AB E.ON Sverige AB Ralf Giesen, Hanover Secretary of the Board of the Mining, Chemical and Energy Industrial Union (IG BCE) a) Deutsche Post AG Altana AG RAG Aktiengesellschaft 121 122 Prof. h.c. (CHN) Dr. Ulrich Middelmann, Duesseldorf Deputy Chairman of the Management Board of ThyssenKrupp AG a) Commerzbank AG E.ON Ruhrgas AG LANXESS AG LANXESS Deutschland GmbH RAG Aktiengesellschaft ThyssenKrupp Elevator AG ThyssenKrupp reinsurance AG (Chair) ThyssenKrupp Stainless AG (Chair) ThyssenKrupp Steel AG (Chair) b) Hoberg & Driesch GmbH (Chair) ThyssenKrupp Acciai Speciali Terni S.p.A. ThyssenKrupp (China) Ltd. ThyssenKrupp Risk and Insurance Services GmbH (Chair) Elvira Rohde, Essen Chair of the Group Works Council of RAG Aktiengesellschaft (until December 31, 2006) a) RAG Aktiengesellschaft Dr. Klaus Sturany, Dortmund Member of the Management Board of RWE AG a) Commerzbank AG Hannover Rückversicherung AG Heidelberger Druckmaschinen AG RAG Aktiengesellschaft RWE Energy AG RWE Power AG RWE Systems AG (Chair) b) Österreichische Industrieholding AG RWE Npower Holdings plc Gerald Weiss, MdB, Berlin Chairman of the Committee on Labor and Social Issues of the German Bundestag a) RAG Aktiengesellschaft ACTIVE Foreword Management Report Consolidated Financial Statements Notes Report of the Supervisory Board MANAGEMENT BOARD OF RAG BETEILIGUNGS-AG 왘 Corporate Bodies Major Shareholdings Heinz-Joachim Wagner, Bad Nauheim b) Degussa Brasil Ltda. (Chair) Dr. Werner Müller, Muelheim a. d. Ruhr Degussa Corp. (Chair) Chairman Pensionskasse Degussa VvaG a) Degussa AG (Chair) Degussa Bank GmbH Deutsche Bahn AG (Chair) WestLB Deutsche Steinkohle Aktiengesellschaft (Chair) B. Metzler Seel. Sohn & Co. Holding AG STEAG Aktiengesellschaft (Chair) B. Metzler Seel. Sohn & Co. KGaA b) g.e.b.b. Gesellschaft für Entwicklung, Beschaffung und Betrieb mbH (Chair) Ulrich Weber, Krefeld Stadler Rail AG a) Degussa AG Deutsche Montan Technologie GmbH (Chair) Dr. Klaus Engel, Muelheim a.d. Ruhr Deutsche Steinkohle Aktiengesellschaft b) Degussa International AG (President) HDI Privat Versicherung AG Personalstiftung of Degussa International AG HDI Industrie Versicherung AG Degussa CEE GmbH (Chair) HDI Service AG STEAG Saar Energie AG Dr. Alfred Oberholz, Marl a) Oxeno Olefinchemie GmbH (Chair) b) Degussa Antwerpen NV (Chair) Saar Ferngas AG b) RAG BILDUNG GmbH (Chair) a) Membership on other statutory b) Membership on comparable German and foreign Degussa Brasil Ltda. Degussa (China) Co., Ltd. (Chair) Degussa Corp. Degussa Taiwan Ltd. (Chair) Dr. Peter Schörner, Bochum a) Degussa AG Deutsche Steinkohle Aktiengesellschaft STEAG Aktiengesellschaft b) RAG BILDUNG GmbH Dr. Alfred Tacke, Essen a) Saar Ferngas AG (Chair) STEAG Saar Energie AG (Chair) supervisory boards (on December 31, 2006) supervisory bodies of business enterprises (on December 31, 2006) * until December 31, 2006 Degussa AG, as of January 2, 2007 Degussa GmbH STEAG AG, as of January 2, 2007 STEAG GmbH 123 124 Major Shareholdings Equity1) As of December 31, 2006 I. RAG Beteiligungs-AG share including holdings pursuant to Section 16 AktG Direct Indirect Total € million % % % Consolidated companies Other companies Germany 1. RAG Immobilien Holding GmbH, Essen 168.0 100.00 100.00 2. RAG Projekt-Beteiligungs-GmbH & Co. KG, Essen 343.3 99.00 99.00 6,514.1 100.00 100.00 251.9 100.00 100.00 5.00 3. RAG Projektgesellschaft mbH, Essen 4. RBV Verwaltungs-GmbH (formerly RB Verwaltungsgesellschaft für die Beteiligung an der Rütgerswerke mbH), Essen Subgroup RAG IMMOBILIEN Germany 5. RAG Immobilien GmbH (formerly RAG Immobilien AG), Essen 121.5 95.00 100.00 6. Aachener Bergmannssiedlungsgesellschaft mbH, Herzogenrath 29.5 100.00 100.00 7. EBV GmbH, Herzogenrath 30.1 100.00 100.00 8. Gesellschaft für Wohnen Datteln mbH, Datteln 23.1 73.40 73.40 9. Lünener Wohnungs- und Siedlungsgesellschaft mbH, Lünen 36.0 100.00 100.00 10. Montan-Grundstücksgesellschaft mbH, Essen 36.6 100.00 100.00 11. RAG Immobilien Management GmbH (formerly RH Immobilien GmbH), Essen 12. RAG Wohnimmobilien GmbH, Essen 13. Rhein Lippe Wohnen GmbH, Duisburg 1.1 100.00 100.00 42.5 100.00 100.00 169.2 100.00 100.00 14. Siedlung Niederrhein GmbH, Dinslaken 56.5 100.00 100.00 15. Walsum Immobilien GmbH, Duisburg 24.5 94.90 94.90 16. Wohnbau Auguste Victoria GmbH, Marl 35.1 100.00 100.00 17. Wohnbau Westfalen Beteiligungs-GmbH, Essen 85.5 100.00 100.00 18. Wohnbau Westfalen GmbH, Dortmund 138.1 100.00 100.00 19. Wohnungsbaugesellschaft mbH „Glückauf“, Moers 52.7 100.00 100.00 94.90 100.00 100.00 100.00 Subgroup STEAG Germany 20. STEAG AG, Essen 509.9 21. RAG Saarberg Energiebeteiligungsgesellschaft mbH, Saarbrücken 209.2 22. RAG Saarberg GmbH, Saarbrücken 468.1 94.90 94.90 23. RAG Trading GmbH, Essen 35.0 100.00 100.00 24. RAG Verkauf GmbH, Essen 25. Saar Ferngas AG, Saarbrücken 26. 5.10 0.5 51.00 51.00 140.2 76.88 76.88 SOTEC GmbH, Saarbrücken 20.5 50.10 50.10 27. STEAG Entsorgungs-GmbH, Dinslaken 34.0 100.00 100.00 28. STEAG Fernwärme GmbH, Essen 20.5 100.00 100.00 29. STEAG Saar Energie AG, Saarbrücken 40.9 100.00 100.00 International 30. Compañia Eléctrica de Sochagota S.A.E.S.P., Tunja 108.3 51.00 51.00 31. Iskenderun Enerji Üretim ve Ticaret Anonim Sirketi, Ankara 895.0 51.00 51.00 ACTIVE Foreword Management Report Consolidated Financial Statements Notes Report of the Supervisory Board Equity1) As of December 31, 2006 STEAG State Power, Inc., Makati City RAG Beteiligungs-AG share including holdings pursuant to Section 16 AktG Direct € million 32. 125 Corporate Bodies 왘 Major Shareholdings % 75.7 Indirect Total % % 89.00 89.00 Subgroup RAG Coal International Germany 33. RAG Coal International GmbH (formerly RAG Coal International AG), Essen 34. DBT GmbH, Lünen 53.7 100.00 100.00 35. RAG Coal International Verwaltungs GmbH, Essen 18.7 100.00 100.00 36. RÜTGERS Chemicals GmbH (formerly RÜTGERS Chemicals Aktiengesellschaft), Castrop-Rauxel 61.1 100.00 100.00 333.5 100.00 100.00 37. Rütgers GmbH, Essen 457.0 100.00 100.00 38. RÜTGERS Rail Verwaltungs GmbH, Essen 49.7 100.00 100.00 39. SAGumex GmbH, Essen 25.6 100.00 100.00 International 40. DBT America Inc., Houston 35.6 100.00 100.00 41. DBT Australia LAD Pty., Argenton 19.2 100.00 100.00 42. Enerco Holding B.V., Buchten 21.5 100.00 100.00 43. Mars Laminate Systems Corp. (formerly Isola Holdings USA Corp.), Wilmington – 0.3 100.00 100.00 VFT Belgium N.V., Zelzate 30.4 100.00 100.00 99.42 100.00 100.00 100.00 44. Subgroup Degussa Germany 45. Degussa AG, Düsseldorf 46. Degussa Initiators GmbH & Co. KG, Pullach 47. Goldschmidt GmbH, Essen 127.0 100.00 100.00 48. Oxeno Olefinchemie GmbH, Marl 38.6 100.00 100.00 49. Röhm GmbH (formerly Röhm GmbH & Co. KG), Darmstadt 50. RohMax Additives GmbH, Darmstadt 51. Stockhausen GmbH, Krefeld 2,739.3 7.3 0.58 168.2 100.00 100.00 31.2 100.00 100.00 127.4 100.00 100.00 International 52. Cyro Industries Inc., Rockaway 147.2 100.00 100.00 53. Degussa (China) Co., Ltd., Peking 62.8 100.00 100.00 54. Degussa Amalgamation Ltd., Milton Keynes 798.1 100.00 100.00 55. Degussa Antwerpen N.V., Antwerp 130.0 99.99 99.99 56. Degussa Brasil Ltda., São Paulo 96.6 100.00 100.00 57. Degussa Canada Inc., Burlington 47.4 100.00 100.00 58. Degussa Corporation, Parsippany 1,289.1 100.00 100.00 69.5 100.00 100.00 144.6 100.00 100.00 59. Degussa Japan Co., Ltd., Tokyo 60. Degussa UK Holdings Ltd., London 61. Goldschmidt Chemical Corp., Hopewell – 6.9 100.00 100.00 62. Laporte Speciality Organics Limited, Milton Keynes 625.6 100.00 100.00 63. Nippon Aerosil Co., Ltd., Tokyo 47.3 80.00 80.00 64. RohMax USA, Inc., Horsham 32.8 100.00 100.00 65. Stockhausen Inc., Greensboro 47.0 100.00 100.00 126 Equity1) As of December 31, 2006 € million II. RAG Beteiligungs-AG share including holdings pursuant to Section 16 AktG Direct Indirect Total % % % Joint ventures (accounted for using the equity method) Subgroup STEAG Germany 66. Pfalzgas GmbH, Frankenthal 67. REG Raffinerie-Energie oHG, Köln III. 41.4 50.00 50.00 5.6 80.00 80.00 Associates (accounted for using the equity method) Subgroup STEAG Germany 68. Fernwärmeversorgung Niederrhein GmbH, Dinslaken 33.2 26.00 26.00 69. Kraftwerk Bexbach Verwaltungsgesellschaft mbH, Bexbach 24.2 33.33 33.33 25.0 48.90 48.90 6.4 75.00 75.00 International 70. IV. ARKAD Deniz Tasimaciligi A.S., Istanbul Joint ventures (not accounted for using the equity method) Subgroup STEAG Germany 71. V. Kraftwerk Voerde STEAG-RWE oHG, Voerde Associates (not accounted for using the equity method) Subgroup STEAG Germany 1) 72. energis GmbH Dienstleistungen für Energie und Umwelt, Saarbrücken 73. Ferngas Nordbayern GmbH, Nürnberg 74. SpreeGas Gesellschaft für Gasversorgung und Energiedienstleistung mbH, Cottbus 20.6 31.10 31.10 75. Stadtwerke GmbH Bad Kreuznach, Bad Kreuznach 56.9 24.52 24.52 76. Stadtwerke Trier Versorgungs GmbH, Trier 47.6 24.90 24.90 132.3 26.12 26.12 8.8 20.00 20.00 Amounts originally denominated in foreign currencies have been translated at the closing rates prevailing in December 127 Stromboli (926 m), Sicily Group Structure Publication Credits Key Figures RAG BETEI LIGUNGS-GROUP CH EMICALS EN ERGY R E A L E STAT E Specialty Materials Building Blocks Feed Additives Coatings & Colorants Exclusive Synthesis & Catalysts Superabsorber High Performance Polymers Aerosil & Silanes Care & Surface Specialties Advanced Fillers & Pigments C4Chemistry As of January 1, 2007 Specialty Acrylics Methacrylates Energy Real Estate € million 14,793 14,181 EBITDA € million 2,280 2,107 EBIT ROCE Energy Real Estate S H A R E D S E RV I C E C E N T E R Consumer Solutions % 15.4 14.9 € million 1,234 1,108 % 8.8 7.8 Net income € million 1,045 195 Total assets € million 21,043 23,750 Equity ratio % 20.5 22.1 Cash flow from operating activities € million 1,098 1,147 Capital expenditures1) € million 959 1,194 Depreciation and amortization1) € million 974 980 Net financial debt € million 5,434 5,649 43,175 45,196 Number of employees as of December 31 1) 2005 Sales EBITDA margin Technology Specialties 2006 Intangible assets; property, plant and equipment; investment properties Publisher RAG Beteiligungs-AG Rellinghauser Straße 1 –11 45128 Essen, Germany E-Mail: [email protected] www.rag.de Contact Communications and Management Board Office Telephone + 49 (0) 201-177 38 99 Fax + 49 (0) 201-177 29 11 Investor Relations Telephone + 49 (0) 201-177 20 89 Fax + 49 (0) 201-177 20 97 [email protected] Design and layout Kuhn, Kammann & Kuhn AG, Cologne, Germany Photography Vulkanarchiv, Bochum, (cover, p. 2, p. 4) Getty Images (p. 6) Corbes (p. 8) Claudia Kempf, Wuppertal (p. 10) Translation Gehlert GmbH, Legal and Financial Translations, Frankfurt am Main, Germany Typesetting Zerres GmbH, Leverkusen, Germany Printing and lithography Laupenmühlen Druck GmbH & Co. KG, Bochum, Germany RAG BETEILIGUNGS-GROUP RAG BETEILIGUNGS-GROUP 2006 ANNUAL REPORT P E N T- U P E N E R G Y R E L E A S E S N EW FORCES. This Report is not intended for distribution in the United States of America, Canada, Australia or Japan * 2006 ANNUAL REPORT RAG Beteiligungs-AG Rellinghauser Straße 1 –11 45128 Essen Germany E-Mail: [email protected] www.rag.de Etna, Sicily Crater Lake, Oregon Fujisan, Japan Hekla, Iceland Kilauea, Hawaii RAG, Essen Pico del Teide, Tenerife Pinatubo, Philippines Popocatépetl, Mexico Santorini, Greece Stromboli, Sicily Vesuvio, Italy *ACTIVE It takes a long time for pent-up energy to explode, but once it does, it releases a new force. RAG Beteiligungs-AG's planned IPO under a new name will bring a new force to capital markets.