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Annual Report 2006 - Evonik Industries

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RAG BETEILIGUNGS-GROUP<br />

<strong>2006</strong> ANNUAL REPORT<br />

This <strong>Report</strong> is not intended for distribution<br />

in the United States of America, Canada, Australia or Japan<br />

Etna, Sicily<br />

Crater Lake, Oregon<br />

Fujisan, Japan<br />

Hekla, Iceland<br />

Kilauea, Hawaii<br />

RAG, Essen<br />

Pico del Teide, Tenerife<br />

Pinatubo, Philippines<br />

Popocatépetl, Mexico<br />

Santorini, Greece<br />

Stromboli, Sicily<br />

*ACTIVE<br />

*<br />

Vesuvio, Italy


PENT-UP ENERGY RELEASES<br />

NEW FORCES.<br />

It takes a long time for pent-up energy to explode, but once it does,<br />

it releases a new force. RAG Beteiligungs-AG's planned IPO under a new name<br />

will bring a new force to capital markets.


Stromboli (926 m), Sicily<br />

Group Structure<br />

Technology<br />

Specialties<br />

Building<br />

Blocks<br />

Exclusive<br />

Synthesis &<br />

Catalysts<br />

Aerosil &<br />

Silanes<br />

Advanced<br />

Fillers &<br />

Pigments<br />

C4-<br />

Chemistry<br />

As of January 1, 2007<br />

RAG BETEILIGUNGS-GROUP<br />

CHEMICALS ENERGY REAL ESTATE<br />

Consumer<br />

Solutions<br />

Feed<br />

Additives<br />

Superabsorber<br />

Care & Surface<br />

Specialties<br />

Specialty<br />

Materials<br />

Coatings &<br />

Colorants<br />

High<br />

Performance<br />

Polymers<br />

Specialty<br />

Acrylics<br />

Methacrylates<br />

Energy<br />

Energy<br />

Real Estate<br />

Real Estate<br />

SHARED SERVICE CENTER


Key Figures<br />

<strong>2006</strong> 2005<br />

Sales € million 14,793 14,181<br />

EBITDA € million 2,280 2,107<br />

EBITDA margin % 15.4 14.9<br />

EBIT € million 1,234 1,108<br />

ROCE % 8.8 7.8<br />

Net income € million 1,045 195<br />

Total assets € million 21,043 23,750<br />

Equity ratio % 20.5 22.1<br />

Cash flow from operating activities € million 1,098 1,147<br />

Capital expenditures 1) € million 959 1,194<br />

Depreciation and amortization 1) € million 974 980<br />

Net financial debt € million 5,434 5,649<br />

Number of employees as of December 31 43,175 45,196<br />

1) Intangible assets; property, plant and equipment; investment properties


CONTENTS<br />

02 ACTIVE<br />

10 Foreword<br />

12 Management <strong>Report</strong><br />

12 The RAG Beteiligungs-Group: Ready for the stock market<br />

14 Economic environment<br />

18 RAG Beteiligungs-Group operations<br />

23 Financial performance<br />

24 Cash flow<br />

28 Financial position<br />

29 Technology Specialties<br />

32 Consumer Solutions<br />

34 Specialty Materials<br />

36 Energy<br />

39 Real Estate<br />

40 Other operations<br />

43 Human resources<br />

46 Non-financial performance indicators<br />

47 Risk report<br />

52 Outlook<br />

54 Events after the balance sheet date<br />

57 Consolidated Financial Statements of<br />

RAG Beteiligungs-AG<br />

63 Notes to the Consolidated Financial Statements of<br />

RAG Beteiligungs-AG<br />

117 Other Information<br />

01


02<br />

Releasing energy to effect change.*<br />

* POWER<br />

Pent-up energy rushes forth, altering the landscape. The sheer force that<br />

unleashes hidden potential can only surge straight ahead, effecting change,<br />

creating space for something new. It’s a force to be reckoned with.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Piton de la Fournaise (2,631 m), Kapor crater, La Réunion<br />

03


04<br />

Creativity forges a new world and new values.*<br />

* STRUCTURE<br />

The forces of nature join together to form a backdrop of impressive beauty and<br />

transparency. While nature may leave things to chance, the new industrial group<br />

will take fate into its own hands when it goes public. The three business areas – Energy,<br />

Chemicals, and Real Estate – will stand for stable dividends and growth potential.<br />

The new company will create value for investors, employees, and customers.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

White calcium terraces, Pamukkale, Turkey<br />

05


06<br />

Ambitious goals.*<br />

* YIELD<br />

Once it erodes, lava turns into fertile topsoil, providing a basis upon which new life can flourish.<br />

But first the ground needs to be worked before it can bear fruit. The new RAG Beteiligungs-Group<br />

has created this sort of basis with attractive business areas aimed at market and technological<br />

leadership. Going public will accelerate growth of this young company.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Tea plantation, Mount Fuji (3,776 m), Japan, Honshu island<br />

07


08<br />

Forging the future from enormous potential.*<br />

* CREATION<br />

When primeval forces are at work, an island can arise from nowhere. New territory.<br />

Thanks to its bold new strategic orientation, RAG Beteiligungs-AG has created<br />

the backdrop for a new company. Going public will put a face on this potential.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Atolls of the Maldives<br />

09


10<br />

Ladies and Gentlemen,<br />

Over the past three years, we have completely restructured RAG Beteiligungs-AG. The<br />

move required resolve, persistence, and a dedicated adherence to our strategy. We streamlined<br />

our portfolio at a rapid pace and continued at high momentum to complete the<br />

reorganization of our corporate structure. RAG Beteiligungs-AG today is a different company<br />

than it was just a few years ago. It possesses both substance and energy. The industrial<br />

enterprise now has a clear profile, is growth oriented and is creating value – for its<br />

employees, its future shareholders and the state of North Rhine-Westphalia. Now we’re<br />

ready for the next step. Going public, and the direct access to the capital market that this<br />

will provide us, will fuel a new phase of profitable growth.<br />

The complete acquisition of Degussa in <strong>2006</strong> was a crucial step for our company. We<br />

were able to carry out the shareholder squeeze-out in the record time of just three and<br />

one-half months. Degussa’s sale of its Construction Chemicals activities to BASF and the<br />

sale of DBT GmbH to Bucyrus in the U.S. were other major milestones in an in-depth portfolio<br />

adjustment. These transactions embodied the best-owner principle, meaning that<br />

they were executed by mutual consent with the employee representatives. This bodes well<br />

for all employees, including those under the new owners.<br />

Concurrently, we have been creating the framework for a modern, efficient company.<br />

We will thus be able to reduce administrative costs significantly while structuring<br />

management and service processes much more effectively. Our group will become faster<br />

on its feet. The transformation of RAG Beteiligungs-GmbH into a publicly held company<br />

(NewCo), the staffing of the NewCo management board, and the transfer of staff to the<br />

new Corporate Center and Shared Service Center were pillars of our reorganization. Our<br />

new structure now stands.<br />

We were successful even during our last year of restructuring as the <strong>2006</strong> figures<br />

impressively demonstrate. Group sales climbed 4 percent to €14.8 billion. EBIT surpassed<br />

the billion euro mark, growing 11 percent to €1.2 billion despite the fact that Construction<br />

Chemicals, Saar Ferngas, and DBT were reported as discontinued operations and were<br />

not included in EBIT. We were also able to reduce net debt in the course of the year by<br />

approximately €200 million to €5.4 billion. Making it all the more remarkable is the fact<br />

that these figures already take into account the Degussa takeover.<br />

The next tasks await us on our path to the capital markets in the weeks and months<br />

to come:<br />

Establishing a foundation to deal with inherited coal mining liabilities of unlimited<br />

duration<br />

Renaming the industrial group<br />

Passing a coal mining financing law that will anchor the future of the German coal<br />

mining industry and thus guarantee the principle of social compatibility (i.e., no forced<br />

redundancies)<br />

Listing NewCo on the stock exchange


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

From left to right: Dr. Alfred Oberholz (Chemicals), Dr. Klaus Engel (Chemicals), Dr. Alfred Tacke (Energy), Dr. Werner Müller (CEO),<br />

Ulrich Weber (Human Resources), Dr. Peter Schörner (Real Estate and Controlling), Heinz-Joachim Wagner (CFO)<br />

Our thanks go to all those involved in the political process, to the IG BCE trade<br />

union, and to our shareholders who have supported us along the way. We also thank<br />

our employees, whose commitment has brought the Group to where it is today. Our<br />

planned IPO is a bold signal that expresses optimism about the future – of our company,<br />

of all our employees and of the state of North Rhine-Westphalia.<br />

Dr. Werner Müller, Chairman of the Management Board<br />

11


12<br />

Combined Management <strong>Report</strong> <strong>2006</strong><br />

of the RAG Beteiligungs-Group and<br />

RAG Beteiligungs-AG<br />

This management report is a combined Management <strong>Report</strong> of RAG Beteiligungs-AG<br />

and RAG Beteiligungs-Group. Due to the influence of the segments, statements made by<br />

the RAG Beteiligungs-Group regarding developments within these segments also apply<br />

to RAG Beteiligungs-AG. The consolidated financial statements were prepared in accordance<br />

with International Financial <strong>Report</strong>ing Standards (IFRS), and the separate financial<br />

statements of RAG Beteiligungs-AG were prepared in accordance with the provisions of<br />

the German Commercial Code (HGB).<br />

THE RAG BETEILIGUNGS-GROUP: READY FOR THE STOCK MARKET<br />

The goal is to float the RAG Beteiligungs-Group, which comprises the industrial activities<br />

of the RAG Group, on the stock market. In recent years, we have undertaken a radical program<br />

of strategic realignment. What used to be a heavily diversified group of companies<br />

has been transformed into a modern industrial enterprise, encompassing business areas in<br />

the promising fields of energy, chemicals, and real estate. An important milestone in this<br />

process was the takeover of Degussa in September <strong>2006</strong>. In the course of strategic realignment,<br />

we have also divested ourselves of more than 480 companies that were operating in<br />

areas outside of our core target markets. The combined annual sales of these companies<br />

was in excess of €8 billion. More than one-quarter of these divestments were completed<br />

in fiscal <strong>2006</strong>. Furthermore, we implemented Project “Sirius”, which involved a comprehensive<br />

review and optimization of all management and service processes within the Group,<br />

creating a flexible and powerful organization that is able to meet the challenges of<br />

international competition.<br />

Well positioned<br />

The Chemicals business area of the RAG Beteiligungs-Group encompasses the operations<br />

of Degussa. We are the global market leader in specialty chemicals and the third-largest<br />

German chemicals company. The chemicals operations are broken down into 12 business<br />

units, each of which is allocated to one of the three segments of Technology Specialties,<br />

Consumer Solutions, and Specialty Materials. These segments represent the strong core<br />

competencies of the Chemicals business area, and each brings together activities that<br />

have comparable business models and similar factors determining their strategic success.<br />

Our strategy is to achieve market leadership in all of our chemicals activities, an objective<br />

that we have already achieved in more than 80 percent of our activities. In addition to our<br />

strong customer focus, research and development are key elements in our bid to consolidate<br />

and build upon our global technological leadership. We already generate 20 percent


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

of our sales in the Chemicals business area from products that are less than five years old.<br />

The Chemicals business area has production facilities in more than 27 countries. We intend<br />

to benefit in the medium term, in particular, from the strong growth in Asia, Eastern<br />

Europe, and Latin America.<br />

The Energy business area covers the activities of STEAG. This is an area in which we<br />

have been planning, building, and operating coal-fired power plants for nearly 70 years.<br />

The total installed electrical output is around 9,000 megawatts. We are Germany’s fifthlargest<br />

power generator and operate eight coal-fired power plants across the country as<br />

well as an additional three large-scale coal-fired power plants in Columbia, Turkey, and<br />

the Philippines. Our key competitive strengths are technological leadership in coal-fired<br />

electricity generation, decades of wide-range experience in the power generation industry,<br />

a strong international profile, and an excellent reputation for putting together complex<br />

project financing. We have also achieved a strong market position in the production of<br />

energy from biomass and biofuel as well as in geothermal energy. We are the global leaders<br />

in the use of mine gas for energy generation. Over the medium term, we aim to significantly<br />

strengthen our position in the power generation market. A key area in which we<br />

hope to achieve this is the planning, financing, construction, and operation of coal-fired<br />

power plants in Germany in line with the “Clean Competitive Electricity from Coal” (CCEC)<br />

concept, which aims to optimize the use of resources and generate substantial cost<br />

savings with exemplary efficiency. The laying of the foundation stone for the most modern<br />

coal-fired power station in Europe in November <strong>2006</strong> in Duisburg-Walsum represented<br />

a major step forward in this direction.<br />

The Real Estate business area encompasses the operations of RAG Immobilien. This<br />

business area focuses on leasing residential space to private households. With a total of<br />

more than 65,000 residential units housing more than 150,000 people, we are one of the<br />

largest providers of residential property in Germany. The high quality of our properties is<br />

one of our key competitive advantages, and our vacancy rates are well below the industry<br />

average. In the medium term, we plan to significantly expand this portfolio. We believe<br />

the market for high-quality residential property in the Rhine-Ruhr area offers excellent<br />

prospects, with industry forecasts anticipating long-term stable growth. We plan to round<br />

out our portfolio with further acquisitions in the attractive Rhineland corridor between<br />

Düsseldorf and Bonn.<br />

Successful completion of Degussa takeover<br />

Finalization of the Degussa takeover in <strong>2006</strong> represented a major step forward in focusing<br />

our business portfolio. In January <strong>2006</strong>, RAG Projektgesellschaft mbH made a voluntary<br />

public offer to the shareholders of Degussa AG for their shares in the company. By the end<br />

of March <strong>2006</strong>, RAG Projektgesellschaft mbH had acquired direct and indirect shares representing<br />

more than 95 percent of the share capital of Degussa AG and began transferring<br />

the shares of minority shareholders to the majority shareholder in return for adequate<br />

cash compensation pursuant to Section 327a of the German Stock Corporation Act<br />

(“shareholder squeeze-out”). The shareholder squeeze-out and conclusion of a control and<br />

profit and loss transfer agreement with RAG Projektgesellschaft mbH was resolved by the<br />

annual general meeting of Degussa AG held on May 29, <strong>2006</strong>. Both resolutions took effect<br />

upon entry in the commercial register on September 14, <strong>2006</strong>. Trading in Degussa AG<br />

shares was suspended at the close of trading on September 15, <strong>2006</strong>.<br />

13


14<br />

Project “Sirius” creates lean and efficient Group structure<br />

In line with our objective of putting the RAG Beteiligungs-Group on the stock market,<br />

we initiated Project “Sirius” in the summer of 2005. The project focused on optimizing all<br />

management and service processes within the Group. We were able to complete this<br />

project in just 15 months. As a result, our Group has been managed by a strategic Corporate<br />

Center since January 1, 2007. Key employees from RAG Group headquarters and the<br />

head offices of Degussa, STEAG, RAG Immobilien, and RAG Coal International along with<br />

other Group companies were brought together in the new Corporate Center. At the same<br />

time, the top-level companies in the subgroups were transformed into GmbHs (private<br />

limited companies). The Corporate Center and the operating units are supported by RAG<br />

Service GmbH, to which all company-wide support services such as administrative and<br />

IT, purchasing, and payroll for RAG, Degussa, STEAG, RAG Immobilien, and RAG Coal International<br />

have been transferred. Around 4,700 employees were affected by the structural<br />

changes, all of whom were assigned new tasks and functions within the Group. The<br />

Group now has a much flatter structure with short decision-making routes between the<br />

operating businesses and the head office, resulting in greater transparency and<br />

significantly reduced administrative costs.<br />

ECONOMIC ENVIRONMENT<br />

The global economy<br />

The global economy continued its growth trajectory in <strong>2006</strong>, although the regional<br />

centers of growth shifted. This was particularly true for the industrialized nations. The U.S.<br />

economy lost some of its momentum from previous years, and the Japanese economy<br />

remained at the moderate pace of expansion that began in the second quarter. In the<br />

eurozone, however, the economic upturn gained further ground. The competitive position<br />

of German companies improved perceptibly as a result of ongoing restructuring, which<br />

helped to drive growth and significantly improved the competitiveness of the German<br />

economy.<br />

The overall strength of the European economy pushed the euro to a new high against<br />

the U.S. dollar of USD 1.34 in December <strong>2006</strong> following a slight mid-year dip. Due to the<br />

persistent weakness of the Japanese yen (JPY), the euro also appreciated substantially<br />

against this currency over the course of the year, reaching a record high of JPY 157 at the<br />

end of December <strong>2006</strong>.<br />

Producer prices rose by 5.5 percent in <strong>2006</strong>. This was the strongest growth in 24 years,<br />

primarily as a result of rising energy prices, which increased on average by 16 percent.<br />

At the end of the year, the price of natural gas was almost 10 percent higher than at the<br />

beginning of <strong>2006</strong>. Oil markets witnessed an abrupt turnaround in the summer. Prices fell<br />

from the high of USD 78 reached at the start of August to just USD 57 (Brent crude) at the<br />

end of October. The main reasons for this sharp drop in the price of oil were an amelioration<br />

of conditions at various crises points in the Middle East and the failure of the anticipated<br />

season of fierce hurricanes to materialize in the Gulf of Mexico. These factors caused the<br />

risk premium that had already been priced in by the market to decrease dramatically.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

The German economy continued to grow at a rapid pace, providing significant<br />

impetus to the eurozone as a whole. The gross domestic product (GDP) grew by 2.9 percent<br />

in real terms, while consumer prices rose only 1.7 percent. As in previous years, growth<br />

continued to be underpinned by strong export growth. Domestic demand also picked up<br />

considerably. In the construction sector, capital spending increased in <strong>2006</strong> for the first<br />

time in 10 years, and the economic growth increasingly benefited the labor market.<br />

Europe as a whole experienced dynamic economic growth. Domestic demand picked<br />

up dramatically on the back of the perceptible improvements in the labor market. The key<br />

driver was capital spending, particularly in the construction sector. GDP increased in<br />

Europe by 2.7 percent in real terms, while consumer prices rose 2.2 percent. Strong exports<br />

underpinned growth, mainly in the new member states of the European Union. In Russia,<br />

growth in real GDP is expected to be 6.5 percent for <strong>2006</strong>. Due to the strong economic<br />

data in the eurozone, the European Central Bank raised interest rates on five separate<br />

occasions from 2.25 percent to the most recent rate of 3.5 percent in order to counter<br />

inflationary tendencies.<br />

Until the spring of <strong>2006</strong>, the United States was one of the main engines driving global<br />

economic growth. As the year progressed, however, growth in the U.S. began to lose some<br />

of its momentum. In particular, a slight downturn in the real estate market had a curbing<br />

effect on the economy as a whole. Nonetheless, real GDP rose by 3.5 percent in the U.S. The<br />

increase in consumer prices was limited to 3.2 percent thanks to declining energy prices.<br />

In Japan, the economic recovery continued at a steady pace, while consumer prices<br />

saw further moderate growth. Production was driven by strong exports and steady<br />

domestic demand, which was underpinned primarily by high levels of corporate capital<br />

expenditures. Real GDP growth was 2.3 percent. The increase in producer prices reached a<br />

historically high level due to increases in the price of raw materials and commodities<br />

along with strong consumer demand.<br />

Asia’s emerging economies experienced strong expansion in <strong>2006</strong>, although growth<br />

has declined slightly of late. Following rapid growth in the first half of the year, domestic<br />

demand cooled in most of the region’s major economies, while foreign trade – particularly<br />

within Asia – saw very strong growth. The smaller economies benefited the most from the<br />

robust growth in intra-regional trade. Overall, foreign trade remained a key growth factor<br />

for the region. China’s economy grew more strongly in <strong>2006</strong> than in the past 11 years,<br />

achieving double-digit growth rates once more. In China and Hong Kong, real GDP rose by<br />

10.7 percent in <strong>2006</strong>, while an increase of 5.2 percent is expected for East Asian economies.<br />

In recent months, prices in Asia have reflected the slight increase in inflationary pressures,<br />

resulting in particular from higher commodity prices.<br />

15


16<br />

Growth momentum continued in Latin America in <strong>2006</strong>, with real GDP forecast to<br />

increase by 4.3 percent. This growth has been driven by the strong domestic demand seen<br />

in most countries. As a leading producer of raw materials, Latin America has also benefited<br />

from the strong price increases in commodity markets. The inflation rate continued to fall<br />

and general economic conditions in the individual countries varied greatly.<br />

Sectors<br />

Germany’s chemical industry continued to grow in <strong>2006</strong> in the face of global economic<br />

growth. The upturn in domestic demand was particularly encouraging, driven primarily by<br />

industry and the construction sector. Overall sales revenues in the German chemical industry<br />

reached a level of €162 billion, while production of chemicals increased by 3.5 percent.<br />

Commodity prices and energy prices stagnated at a high level. The good performance of<br />

the chemicals industry enabled many companies in the sector to pass on most of the price<br />

rises in energy and commodities to customers. Further price increases were observed for<br />

primary chemicals in the petrochemicals sector. In contrast with the previous year, fine<br />

chemicals and specialty chemicals benefited particularly strongly from the healthy economic<br />

growth. Worldwide, the chemicals industry increased production by 4.2 percent. The<br />

growth rate in the EU was slightly lower at 3.6 percent. Asia experienced above-average<br />

growth in production of 6.5 percent. Growth in the U.S. was substantially below the global<br />

average at just 2 percent.<br />

Although the energy sector was depressed by the regulation of the German electricity<br />

supply business, the negative effect of this was more than offset by the increase in electricity<br />

and gas prices and the weather-driven boost in sales volumes at the beginning of<br />

<strong>2006</strong>. Energy consumption in Germany rose in <strong>2006</strong> by 1.2 percent to 493 million tce (tons<br />

of coal equivalent). Consumption of natural gas increased by 1.5 percent. The use of natural<br />

gas for power generation increased by a hefty 4 percent. Consumption of diesel and heating<br />

oil increased, while sales of petroleum fuels and naphtha for the chemical industry fell.<br />

Overall, oil remained by far the biggest source of energy, accounting for nearly 36 percent<br />

of the total. The use of coal increased in both the electricity generation industry and the<br />

steel industry, up 1.7 percent for the two industries combined. Coal covered 13 percent of<br />

the total primary energy requirement in Germany. Hydroelectric and wind power generation<br />

declined, but power generation from wood, biofuel, and other renewable energies<br />

increased. In total, renewable energies accounted for 5.3 percent of primary consumption,<br />

up 16 percent from the previous year.<br />

The German housing market has been experiencing something of a boom for the<br />

past few years. Increasing amounts of foreign capital have flowed into the sector since<br />

2004, and there is a growing trend toward the purchase of large blocks of residential housing.<br />

Over the past three years, approximately 550,000 homes have been acquired for a<br />

total amount of some €20 billion. For the most part, the sellers have been local municipal<br />

authorities and large companies. This illustrates the continuing trend for companies to<br />

focus on their core business and the growing use of property sales by local authorities to<br />

keep public sector finances in balance. Moreover, the fact that property prices in Germany


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

fell by 2 percent between 1995 and 2005 while rising substantially in other European<br />

countries – in some cases by well more than 100 percent – is an argument in favor of<br />

investing in the German residential property market. The market as a whole is characterized<br />

by long tenancy periods (10 years on average), low vacancy rates, and a low level of<br />

new construction.<br />

Legal influences on the Group<br />

The new European policy on chemicals will take effect on June 1, 2007 in the form of the<br />

REACH directive (Registration, Evaluation, and Authorization of Chemicals). The Directive<br />

aims to improve safety in the handling of chemical substances with particularly dangerous<br />

properties. These types of substances are used by nearly all companies in the manufacturing<br />

sector. For the chemicals industry, this new EU legislation on the registration, evaluation,<br />

and authorization of chemicals is the most significant regulatory development for<br />

decades. REACH presents a tremendous challenge for the industry as its implementation<br />

involves substantial additional costs and greater bureaucracy. Nevertheless, we welcome<br />

this chemicals legislation as it allows us to plan our business with greater certainty.<br />

One particularly positive aspect is that our in-house expertise will be better protected.<br />

Implementing the Directive will, however, entail increased costs, primarily because of the<br />

more stringent authorization procedures and the introduction of the screening test for<br />

registration of substances that are toxic to reproduction.<br />

In the Kyoto Protocol, the signatory states committed to reduce their collective<br />

emission of greenhouse gases to an average of 5.2 percent below 1990 levels by the year<br />

2012. For EU countries, the objective of a preventive climate policy is to achieve an<br />

8 percent reduction. One policy instrument for working toward this objective is the issue<br />

of emissions rights. In 2005, a new market was created in Europe with the launch of emission<br />

trading, which allocated emission rights to companies that operate relevant industrial<br />

plants. These certificates are only valid in the initial allocation period (2005 to 2007).<br />

The current uncertainty about the future of emissions trading in the second allocation<br />

period (2008 to 2012), the recent fall in commodity prices, and the unusually warm winter<br />

in <strong>2006</strong> have pushed the price of emissions rights to a record low. At the beginning of<br />

<strong>2006</strong>, the price reached almost €30 on the Leipzig electricity exchange, but by December<br />

had fallen to €6.55 per certificate. Within the RAG Beteiligungs-Group, the Energy and<br />

Chemicals business areas, in particular, are subject to emission trading. As a major energy<br />

consumer, the Chemicals business area is also affected by the impact of emission trading<br />

on energy costs.<br />

17


18<br />

RAG BETEILIGUNGS-GROUP OPERATIONS<br />

The RAG Beteiligungs-Group operates in the attractive business areas of energy, chemicals,<br />

and real estate. Under its new operational structure, the operating business is now broken<br />

down into five segments: Technology Specialties, Consumer Solutions, Specialty Materials,<br />

Energy and Real Estate.<br />

Summary of business trends<br />

We enjoyed considerable success in fiscal <strong>2006</strong>, expanding our core business activities in<br />

all regions. Sales rose by 4 percent to a total of €14.8 billion. EBIT improved by 11 percent to<br />

€1.234 billion, with the Chemicals business area making a major contribution based on<br />

higher sales volumes, high capacity utilization, and considerable success with cost-cutting<br />

measures. Earnings in the Chemicals business area continued to suffer, however, from further<br />

increases in the cost of energy and raw materials relative to the previous year, as it<br />

was only possible to pass on these cost increases to customers in the form of higher prices<br />

to a limited extent. The Energy and Real Estate business areas also produced good results,<br />

but did not match the results of the prior year, which had been enhanced by special items.<br />

Total profit before tax nearly tripled to €1.502 billion, primarily as a result of gains on<br />

the disposal of our Construction Chemicals activities.<br />

Strong global presence<br />

RAG Beteiligungs-Group operates around the world. In fiscal <strong>2006</strong>, we generated 60 percent<br />

of our sales outside Germany, representing a year-on-year increase of 2 percentage<br />

points in the share of sales generated abroad. In Germany, sales increased slightly to<br />

€5.941 billion. Germany is our largest single market, accounting for 40 percent of total<br />

sales. Sales in the rest of Europe increased by 5 percent to €3.788 billion, or 26 percent of<br />

total sales. We also continued to grow our business in North America, achieving an 8 percent<br />

increase in sales to a total of €2.211 billion, or 15 percent of total sales. In Asia, our<br />

business activities experienced considerable growth. Due to the first-time consolidation<br />

of various companies, sales in Asia increased by 7 percent to €2.152 billion, likewise representing<br />

15 percent of total sales. We also achieved significant sales growth in Central and<br />

South America with a 14 percent increase in sales to a total of €469 million.<br />

RAG Beteiligungs-Group: Sales by region<br />

€ million <strong>2006</strong> 2005<br />

Germany 5,941 5,896<br />

Rest of Europe 3,788 3,596<br />

North America 2,211 2,050<br />

Asia 2,152 2,006<br />

Central and South America 469 411<br />

Rest of world, consolidation 232 222<br />

External Group sales (continuing operations) 14,793 14,181


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

The regional breakdown of employees as of December 31, <strong>2006</strong> reveals a similar<br />

picture: 66 percent of our employees (28,593 people) work in Germany. The decline of<br />

3 percentage points in the share of employees working in Germany compared with the<br />

previous year is a result of divestments made during the year. A total of 4,379 people<br />

were employed in the rest of Europe, equivalent to 10 percent of the total workforce (2005:<br />

11 percent). In North America, the number of employees fell by 14 percent to 3,691. The<br />

proportion of employees working in North America thus fell by 1 percentage point to<br />

9 percent. In Asia, the number of employees increased by 48 percent to 5,757, bringing the<br />

percentage of the workforce employed in Asia to 13 percent (2005: 9 percent). This was<br />

attributable in large part to the first-time consolidation of joint ventures in China. In Central<br />

and South America, the number of employees dropped by 7 percent to 469.<br />

RAG Beteiligungs-Group: Number of employees by region<br />

<strong>2006</strong> 2005<br />

Germany 28,593 31,272<br />

Rest of Europe 4,379 4,929<br />

North America 3,691 4,294<br />

Asia 5,757 3,891<br />

Central and South America 469 506<br />

Rest of world 286 304<br />

Number of employees (continuing operations) 43,175 45,196<br />

Optimization of the business portfolio<br />

In the course of focusing on the identified growth areas, we continued optimizing our<br />

portfolio in fiscal <strong>2006</strong> and selectively expanding our core operations. In addition to the<br />

takeover of Degussa – our most significant acquisition in <strong>2006</strong> – we divested ourselves<br />

of various companies and acquired others.<br />

In the Chemicals business area, transfer of our Food Ingredients activities to Cargill,<br />

a U.S. firm in Minneapolis, which had been agreed in September 2005, was completed in<br />

April <strong>2006</strong> after all authorizations had been granted. The Water Chemicals business was<br />

also sold off in the spring of <strong>2006</strong> to another U.S. firm, Ashland Inc. We sold our Construction<br />

Chemicals activities to BASF AG, Ludwigshafen, effective July 1, <strong>2006</strong>. Oxxynova GmbH<br />

& Co. KG, Marl, was sold to a subsidiary of the ARQUES Group, Starnberg, in October <strong>2006</strong>.<br />

Raylo Chemicals Inc. in Canada and its Clover Bar location were sold to Gilead Sciences,<br />

Foster City, California. At the end of December <strong>2006</strong>, we divested ourselves of the<br />

Industrial Chemicals business via two management buyouts. In China, we reinforced our<br />

Chemicals activities by investing in several joint ventures.<br />

In the Energy business area, our 76.9 percent share in Saar Ferngas AG was sold to<br />

RWE Energy AG, Dortmund, effective December 31, <strong>2006</strong>. The transaction, which will take<br />

us out of the gas distribution business, has not yet been approved by cartel authorities,<br />

however. Furthermore, 49.9 percent of our 100 percent stake in SOTEC was sold to BKB AG<br />

Helmstedt, a 100 percent subsidiary of E.ON Kraftwerke GmbH with an option to sell the<br />

remaining shares in 2008. We also acquired shares in Elektrocieplownia Zdunska Wola<br />

Sp.z.o.o., Zdunska Wola, Poland, as part of our Zdunska Wola district heating project.<br />

19


20<br />

In the Real Estate business area, RIAG Gebäudemanagement GmbH was sold to GHH<br />

Facility Management Holding GmbH, Osnabrück, and the operations of RAG Gewerbeimmobilien<br />

GmbH (RGI) were sold to COVER Projektentwicklung GmbH, Düsseldorf,<br />

both effective January 1, 2007. Acquisitions included a large property portfolio in the<br />

Cologne area consisting of more than 300 apartments, also as of January 1, 2007. We had<br />

already begun adding to our portfolio in this region effective January 1, <strong>2006</strong>, by taking<br />

over the 3.86 percent minority share in Rhein Lippe Wohnen GmbH held by Deutsche<br />

Annington Immobilien GmbH.<br />

We also disposed of various non-core activities in fiscal <strong>2006</strong>. The Electronic Systems<br />

business, which included the STEAG HamaTech Group, was sold in January <strong>2006</strong>. In<br />

addition, we divested ourselves of the Mining Technology and Coal Specialties businesses<br />

by selling our shares in DBT GmbH to Bucyrus International Inc., a strategic investor in<br />

Milwaukee, Wisconsin, USA, at the end of December <strong>2006</strong> and reaching agreement<br />

with a private investor to sell off Enerco Holding B.V.<br />

The discontinued operations include Construction Chemicals, Gas Distribution, and<br />

Mining Technology along with Food Ingredients.<br />

Research and development to ensure the future<br />

For a technology-driven industrial enterprise such as the RAG Beteiligungs-Group, research<br />

and development (R&D) are of critical importance to future viability. Our R&D activities<br />

are market driven. Particularly in the Chemicals business area, customer demands are<br />

taken into account as early as possible in the design phase of new products and applications.<br />

Distribution and marketing partners are included in this broad cooperation in all<br />

phases of research and development, increasing our chances of achieving successful innovations<br />

and shortening development cycles.<br />

All of our R&D efforts are aimed at maintaining and expanding on the technology<br />

leadership we have attained in many areas of specialty chemicals and in power plant technology.<br />

At the same time, advances in product and process quality are increasing efficiency<br />

and contributing to improving added value, thus securing our strong position in the global<br />

market.<br />

Our R&D activities can be divided into two categories. Strategic research focuses on<br />

establishing new businesses and developing future-oriented technology platforms. In the<br />

Chemicals business area this occurs via interdisciplinary research activities, led by Creavis,<br />

which concentrate on new technologies, applications, and system solutions for markets<br />

promising above-average growth in the future. The majority of our R&D funds, however,<br />

are invested in the individual segments in order to improve our products and applications.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

In the Chemicals business area, R&D expenditures in fiscal <strong>2006</strong> came to €304 million,<br />

an increase of approximately 3 percent over the previous year. More than 2,300 employees<br />

worked at more than 35 R&D locations all over the world. We increased our emphasis on<br />

cooperation with universities and other institutions, in which we invested some €10 million<br />

in <strong>2006</strong>. Our patent applications increased by approximately 350 to nearly 20,000. Trademark<br />

registrations and trademark applications amounted to approximately 7,500. In<br />

comparison with Chemicals, activities in the Energy business area have much longer development<br />

cycles and lower R&D momentum. The number of patents in the Energy business<br />

area increased to around 200. We are currently researching new solutions in a total of<br />

14 projects.<br />

In the Chemicals business area, our strategic research involves four different concepts:<br />

Project houses, internal start-ups, research on individual topics, and science-to-business<br />

centers. We work on research topics of particular interest in our project houses, where<br />

interdisciplinary teams of scientists work together on projects having a time limit of three<br />

years. The project houses work in close collaboration with our business units and external<br />

partners such as academia, research institutes, and customers. The end result of the<br />

projects is commercialization within an existing business unit or as an internal start-up. By<br />

contrast, the science-to-business center concept is guided by the idea of an intragroup<br />

research company to facilitate the development of new business into finished products for<br />

end users. All activities and resources – from fundamental R&D and product development<br />

to pilot production – are combined under one roof in centers created especially for this<br />

purpose. These centers house not only the equipment, laboratories, and pilot installations<br />

we use for strategic development activities, they also serve as a common working environment<br />

for internal and external partners. This system ideally combines universities’<br />

research capacities and industry’s practical expertise with the momentum and modern<br />

technology of start-up companies.<br />

The Nanotronics science-to-business center concentrates on developing system<br />

solutions for the electronics industry based on nanomaterials. In the “Solar Cells” project,<br />

flexible thin-layer solar cells are developed that have as much capacity as conventional<br />

solar cells but can be manufactured much more inexpensively due to continuous production<br />

processes.“Printable Electronics” focuses on the promising markets for radio frequency<br />

identification tags (RFID), a technology that will revolutionize global logistics processes in<br />

the near future. The “Transparent Conductive Films” project involves development of these<br />

films, which are the main components of flexible display applications and mobile information,<br />

communication, and entertainment products. What all of these projects have in<br />

common is that they use attractive “roll to roll” printing technologies, which enable<br />

considerable cost reductions in comparison with the lithographic printing procedures<br />

commonly used in the electronic industry. The nanotronics projects receive funding from<br />

the German State of North Rhine-Westphalia and are co-financed by the European Union.<br />

The objective of the new “Bio” science-to-business center is to expand on the<br />

Chemicals business area’s already strong position in the area of white biotechnology.<br />

The center benefits from advances in the field of bioprocesses already achieved in<br />

the Biotechnology and ProFerm project houses. White biotechnology is primarily based<br />

on achieving natural, biological resources using fermentation or enzymatic catalysis,<br />

offering economically and ecologically promising alternatives to conventional industrial<br />

21


22<br />

processing. White biotechnology is currently making enormous progress based on<br />

new findings in gene research and system biology in particular. This requires intensive<br />

interdisciplinary collaboration between chemists, molecular biologists, geneticists,<br />

microbiologists, information scientists, and process engineers. Together with universities<br />

and industrial partners, some 60 highly qualified employees will create new types of<br />

products manufactured using biotechnology in the fields of life sciences and cosmetics<br />

and develop new production processes based on renewable raw materials. The RAG<br />

Beteiligungs-Group is investing a total of €50 million in the “Bio” science-to-business<br />

center over a period of five years. The biotechnology projects also receive funding from the<br />

State of North Rhine-Westphalia and are co-financed by the European Union.<br />

Internal control system<br />

The internal control system of the RAG Beteiligungs-Group is based on an integrated,<br />

value-oriented system of performance ratios made up of cash flow figures, ROCE (return<br />

on capital employed), and value added. These internal management ratios serve to assess<br />

the financial success of individual activities as well as the Group as a whole. We gauge<br />

our progress against these ratios in aiming for the greatest possible growth in enterprise<br />

value, thus securing the continued existence of the company, making us attractive to<br />

investors, and securing our employees’ jobs.<br />

ROCE measures the return received on capital employed. It assesses whether enough<br />

returns are generated to pay for the costs of capital. If ROCE exceeds the costs of capital,<br />

value added is generated. ROCE is calculated by dividing EBIT by the capital employed. The<br />

value added results from the difference between ROCE and the costs of capital multiplied<br />

by capital employed.<br />

The costs of capital are computed using the capital asset pricing model (CAPM). We<br />

review the premises upon which this calculation is based on an ongoing basis. A calculation<br />

of the weighted average cost of capital for the RAG Beteiligungs-Group results in a<br />

figure of 8.0 percent before taxes.<br />

In <strong>2006</strong>, we generated ROCE of 8.8 percent, which is more than the costs of capital as<br />

well as the ROCE for 2005 of 7.8 percent. The significant rise in EBIT was primarily responsible<br />

for this improvement. It should be noted that the capital employed includes the capital<br />

commitment from the takeover of Degussa. Accordingly, value added in the amount of<br />

€114.8 million resulted for <strong>2006</strong>.<br />

For corporate management purposes, return on capital employed is supplemented<br />

by cash flow figures in order to optimize interest, taxes, and investments along with operating<br />

efficiency. Achieving positive cash flow over the long term has become one of our<br />

central objectives. The most significant cash flow figures are cash flow from operating<br />

activities and free cash flow.<br />

For more information on cash flow in <strong>2006</strong>, please see page 27.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

FINANCIAL PERFORMANCE<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Sales trend<br />

Sales of the RAG Beteiligungs-Group rose by 4 percent to €14.8 billion. The three segments<br />

of the Chemicals business area contributed significantly to this growth. These segments<br />

were able to continue expanding in a favorable global economy. The Chemicals business<br />

area was also increasingly successful over the course of the year in passing on the considerable<br />

increases in the price of raw materials to customers. By contrast, sales in the Energy<br />

segment declined. Sales for the Real Estate segment remained basically unchanged.<br />

RAG Beteiligungs-Group: Sales by segment<br />

€ million <strong>2006</strong> 2005<br />

Technology Specialties 4,806 4,264<br />

Consumer Solutions 2,453 2,240<br />

Specialty Materials 2,839 2,532<br />

Energy 2,574 2,765<br />

Real Estate 353 361<br />

Other operations, consolidation 1,768 2,019<br />

External Group sales (continuing operations) 14,793 14,181<br />

Earnings trend<br />

We increased EBIT by 11 percent to €1,234 million. The Technology Specialties and Consumer<br />

Solutions segments benefited from the price increases implemented, a rise in<br />

volume sales, and noticeable cost reductions to generate earnings well above last year’s<br />

level. The Specialty Materials segment slightly improved earnings amidst a corresponding<br />

increase in quantities sold. In the Energy segment, EBIT declined but remained at a high<br />

level due primarily to the sustained upward trend in power generation. The Real Estate<br />

segment experienced a decrease in EBIT as a result of special items from the sale of<br />

activities in the areas of land development and commercial real estate based on a change<br />

of focus to residential real estate in 2005.<br />

The net interest expense increased by €54 million to €479 million due to financing<br />

costs for acquisition of the remaining Degussa shares.<br />

Non-operating income from continuing operations amounted to – €702 million (2005:<br />

– €424 million). The income generated in the amount of €447 million was offset by<br />

expenses of €1,149 million. This income resulted primarily from the disposal of non-core<br />

activities, including Raylo (Fine Chemicals), the 49.9 percent stake in SOTEC, and the reversal<br />

of provisions. Significant expenses related to provisions recognized for partial retirement<br />

schemes and personnel cuts in connection with the Group-wide Project “Sirius”.<br />

Within the Chemicals business area, negative effects resulted from the “Degussa 2008”<br />

project along with additional restructuring projects, expenses relating to the disposal of<br />

non-core activities, and impairment losses. The loss of €424 million generated in 2005 was<br />

due to divestment of non-core activities and impairment losses on assets with indefinite<br />

useful lives in the Chemicals business area.<br />

23


24<br />

The pre-tax income from continuing operations of €53 million was less than the pretax<br />

income of €259 million achieved in 2005 due to non-recurring losses.<br />

Pre-tax income from discontinued operations improved considerably to €1,449 million,<br />

primarily due to gains from the sale of Construction Chemicals and Food Ingredients<br />

activities. This figure also includes the operating result from these two businesses until<br />

their disposal plus the operating result from the Mining Technology and Gas Distribution<br />

activities held for sale, which have not yet been divested. The previous year’s figure of<br />

€261 million mainly includes the operating result from the above activities.<br />

We nearly tripled our pre-tax profit to a total of €1,502 million (2005: €520 million)<br />

due largely to profit from discontinued operations.<br />

After subtracting the income tax expense of €351 million, net income after minority<br />

interests had also risen considerably to €1,045 million (2005: €195 million). The income tax<br />

rate fell to 23 percent (2005: 45 percent), given that the gains from the disposal of the<br />

divested activities were largely tax free.<br />

RAG Beteiligungs-Group: Reconciliation of EBIT to net income<br />

€ million <strong>2006</strong> 2005<br />

EBIT 1,234 1,108<br />

– Net interest expense – 479 – 425<br />

– Non-operating result (continuing operations) – 702 – 424<br />

= Profit before taxes (continuing operations) 53 259<br />

+ Profit before taxes (discontinued operations) 1,449 261<br />

= Profit before taxes (Group) 1,502 520<br />

– Income tax expense (continuing operations) – 10 – 183<br />

– Income tax expense (discontinued operations) – 341 – 49<br />

= Profit after taxes 1,151 288<br />

– Minority interests – 106 – 93<br />

= Net income (Group) 1,045 195<br />

FINANCIAL SITUATION<br />

Efficient financial risk management<br />

The RAG Beteiligungs-Group is exposed to financial risks as part of its normal business<br />

operations and the resulting financing activities. Our financial management is aimed<br />

at guaranteeing transparency, flexibility, and planning security in connection with risk<br />

management in order to limit market risks, liquidity risks, and credit risks to benefit enterprise<br />

value as well as the earnings power of the Group. Our main objective is to guarantee<br />

the solvency of the Group at all times. This aims to limit fluctuations in cash flow and<br />

earnings without having to forego opportunities resulting from favorable market developments.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

To reach this goal, we have established a systematic financing and risk management<br />

system consisting of internal guidelines that set out binding rules on action to be taken,<br />

responsibilities, and controls in accordance with acknowledged best practice. Financial risk<br />

management involves identifying and assessing all financial risk positions in the Group.<br />

Targeted measures are implemented to hedge risks on this basis. Risk management is<br />

undertaken centrally at RAG AG, which carried out all necessary functions for RAG Beteiligungs-AG<br />

until December 31, <strong>2006</strong>. We pursue strict separation of the financial management<br />

and financial controlling functions as set forth in the Minimum Requirements for<br />

the Trading Activities of Credit Institutions (MaRisk) commonly applied to banks and the<br />

requirements of the German Control and Transparency in Business Act (KonTraG).<br />

Due to price fluctuations, all financial instruments of the Group are exposed to the<br />

possibility of impairment losses. In order to make a realistic assessment of this risk, valueat-risk<br />

and cash-flow-at-risk are determined on a regular basis. Value-at-risk and cashflow-at-risk<br />

quantify potential losses in market value of all non-derivative and derivative<br />

financial positions in the event of extreme changes in the underlying interest rates and<br />

exchange rates.<br />

Financial risk management is supported by Group-wide treasury management<br />

systems along with binding guidelines and principles. To mitigate financial risks, we enter<br />

into hedging transactions, which also include the use of derivatives to hedge underlying<br />

transactions. These derivatives are implemented exclusively for hedging purposes, i.e., only<br />

in connection with the corresponding underlying transactions arising from ordinary business<br />

activities that have a risk profile opposite to that of the hedging instrument. The<br />

derivative financial instruments employed are products common on the market such as<br />

currency forwards and currency options, interest rate and currency swaps, and options<br />

on swaps.<br />

Commodity risks result from changes in the market prices of purchased raw materials.<br />

The business areas of the RAG Beteiligungs-Group are responsible for commodity management.<br />

Procurement risks are identified, and effective measures to minimize risks are<br />

established. For example, price volatility is compensated by cost escalation clauses and<br />

swap transactions.<br />

Existing credit risks are systematically reviewed upon concluding a contract and then<br />

continuously monitored. In the course of analyzing creditworthiness, maximum limits are<br />

established for the respective contracting partners. This is essentially accomplished on the<br />

basis of ratings given by international rating agencies and our own internal credit reviews.<br />

Credit management also extends to derivative financial instruments, where a risk of<br />

default exists in the amount of the positive fair value. This risk factor is minimized by the<br />

high standards placed on the contracting partner with respect to creditworthiness.<br />

Detailed information on the derivative financial instruments used and their measurement<br />

and accounting treatment may be found in the notes to the consolidated financial<br />

statements under No. 16f (pages 94 and 95) and No. 22c (page 103).<br />

25


26<br />

Diversified financing structure<br />

In fiscal <strong>2006</strong>, we agreed on a syndicated credit facility at market conditions with a group<br />

of German and international banks. The credit facility totals €5.25 billion and has a term of<br />

5 years. The agreements with the banks stipulate that certain financial ratios must be<br />

maintained, mainly with regard to debt in relation to EBITDA, capital cover, and interest<br />

cover. We had no trouble meeting these ratios in fiscal <strong>2006</strong>. The financing package served<br />

to finance the acquisition of the 49.9 percent stake in Degussa. Shares in Degussa were<br />

provided as collateral for the credit.<br />

Intragroup cash and cash equivalents are concentrated in a cash pool at the level of<br />

RAG Beteiligungs-AG. To meet short-term financing requirements, the sum of €2.25 billion<br />

is available at RAG Beteiligungs-AG as a tranche of our syndicated credit facility with a<br />

term until 2011. The credit facility was not drawn on in <strong>2006</strong>. Moreover, bilateral credit<br />

agreements totaling €600 million have been entered into for RAG Beteiligungs-Group,<br />

€400 million of which were concluded directly with RAG Beteiligungs-AG. These credit<br />

arrangements were not availed of in <strong>2006</strong>.<br />

For the “Walsum 10” power plant project, STEAG-EVN Walsum 10 Kraftwerksgesellschaft<br />

mbH has taken out project financing amounting to €615 million at market<br />

conditions from a group of banks. As of December 31, <strong>2006</strong>, approximately €60 million of<br />

this financing had been drawn on. The build up will take place over the term of the project.<br />

In August <strong>2006</strong>, the Real Estate business area was granted a credit line of €600 million,<br />

which it utilized in full.<br />

As of December 31, <strong>2006</strong>, RAG Beteiligungs-Group had net financial liabilities of<br />

€5.434 billion (2005: €5.649 billion). The main components of these liabilities are a credit in<br />

the amount of €879 million that is part of the syndicated credit facility of RAG Beteiligungs-AG,<br />

a capital market bond issued by Degussa in the amount of €1.25 billion maturing<br />

in December 2013, real estate financing in a total amount of €1.5 billion, and project<br />

financing in the Energy business area of €1.3 billion.<br />

RAG Beteiligungs-AG has no significant off-balance sheet financing instruments that<br />

could negatively impact current or future financial position, financial performance, cash<br />

flow, or other items.<br />

Capital expenditures<br />

Our investment activities are intended to expand on our good market positions and<br />

strengthen businesses and markets in which we see growth potential and opportunities<br />

for high returns.<br />

The total investment volume of the RAG Beteiligungs-Group rose significantly to<br />

approximately €4.5 billion in fiscal <strong>2006</strong>. Most of this sum – €3.5 billion – was attributed<br />

to financial investments, including the takeover of Degussa, which accounted for €3.437<br />

billion.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

RAG Beteiligungs-Group: Capital expenditures of continuing operations<br />

€ million <strong>2006</strong> 2005<br />

Technology Specialties 227 238<br />

Consumer Solutions 160 232<br />

Specialty Materials 170 206<br />

Energy 229 270<br />

Real Estate 78 111<br />

Other 95 137<br />

Capital expenditures1) 959 1,194<br />

thereof within Germany 647 700<br />

thereof international 312 494<br />

Financial investments 3,536 174<br />

Total capital expenditures 4,495 1,368<br />

1) Additions to intangible assets (excluding goodwill due to consolidation), property,<br />

plant and equipment, and investment properties<br />

Corporate Bodies<br />

Major Shareholdings<br />

Investments in intangible assets, property, plant and equipment, and investment<br />

properties decreased to €959 million from €1.194 billion in 2005. Investments focused on<br />

Germany, which accounted for 67 percent of total investments in property, plant and<br />

equipment. Capital spending in the Chemicals, Energy, and Real Estate business areas<br />

declined due to divestments in these areas. Our objective is to allocate capital resources<br />

optimally and invest in high-yield investment projects.<br />

Detailed information on the accounting treatment of intangible assets, property,<br />

plant and equipment, and investment properties may be found on pages 74 to 75 of the<br />

notes to the consolidated financial statements.<br />

Cash flow<br />

Cash flow from operating activities remained nearly constant in <strong>2006</strong>, declining slightly to<br />

€1.098 billion from €1.147 billion in 2005.<br />

Net investment expense increased to €733 million in fiscal <strong>2006</strong> (2005: €452 million),<br />

primarily due to payments for acquiring long-term equity investments in the amount<br />

of €3.536 billion (2005: €174 million), which mainly related to the purchase of the Degussa<br />

shares. The cash outflow was countered by proceeds from disposals, which increased<br />

considerably to €3.524 billion (2005: €458 million).<br />

Cash flow from financing activities improved to – €232 million (2005: – €790 million).<br />

Financial liabilities increased to €4.552 billion (2005: €1.935 billion), chiefly due to financing<br />

the Degussa shares. These borrowings were offset by repayments of financial liabilities in<br />

the amount of €4.654 billion (2005: €2.448 billion).<br />

27


28<br />

Cash and cash equivalents increased to €444 million as of year-end <strong>2006</strong> (2005:<br />

€401 million).<br />

RAG Beteiligungs-Group: Cash flow statement for continuing operations<br />

(excerpt)<br />

€ million <strong>2006</strong> 2005<br />

Cash flow from operating activities 1,098 1,147<br />

Cash flow from investing activities – 733 – 452<br />

Cash flow from financing activities – 232 – 790<br />

Cash and cash equivalents as of December 31 444 401<br />

Please see page 62 in the notes to the consolidated financial statements for the<br />

complete cash flow statement.<br />

FINANCIAL POSITION<br />

Total assets of RAG Beteiligungs-Group declined by more than €2.7 billion to €21.0 billion,<br />

mainly as a result of the sale of Construction Chemicals and other activities. The maturity<br />

structure of the balance sheet remained essentially unchanged. The share of non-current<br />

assets in total assets amounted to 68 percent. Non-current assets are fully covered by<br />

long-term financing when the share of non-current assets in total assets equals 48 percent<br />

and the equity ratio is 21 percent.<br />

Non-current assets declined by €1.6 billion to €14.2 billion. The divestment of Construction<br />

Chemicals alone effected a decrease of €1.4 billion. An additional decline in<br />

assets of €1.6 billion resulted from other disposals, particularly Water Chemicals, Food<br />

Ingredients, and Raylo Chemicals. Another major factor in the decrease in non-current<br />

assets was the reclassification of non-current assets from the discontinued operations of<br />

Mining Technology and Gas Distribution to current assets in the amount of €1.3 billion.<br />

Recognition of goodwill of €1.8 billion from purchase of the Degussa shares had the opposite<br />

effect, as did recognition of the majority of internally generated intangible assets<br />

acquired in connection with acquisitions.<br />

Current assets declined by €1.1 billion to €6.8 billion due to the disposal of Construction<br />

Chemicals (€0.9 billion) and other activities (€2.0 billion). Reclassifications of assets<br />

from discontinued operations to non-current assets and disposal groups held for sale<br />

served to increase current assets.<br />

Equity declined by €0.9 billion to €4.3 billion, mainly as a result of the purchase of<br />

the minority interests in Degussa. The share of equity attributable to this transaction<br />

amounted to €1.6 billion. Nevertheless, the equity ratio remained nearly constant at<br />

21 percent (2005: 22 percent).<br />

Long-term debt declined by €1.0 billion to €10.2 billion. Of this amount, €0.5 billion<br />

was attributable to the disposal of the activities sold. Short-term debt declined by €0.8<br />

billion to €6.6 billion, primarily due to the divestment of Construction Chemicals (€0.4<br />

billion) and other activities (€0.6 billion). Reclassifications of long-term debt of disposal<br />

groups led to an increase in short-term debt of €0.8 billion.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

RAG Beteiligungs-Group: Balance sheet structure<br />

€ million <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Non-current <br />

assets<br />

Current assets <br />

14,240<br />

(68 %)<br />

6,803<br />

(32 %)<br />

15,860<br />

(67 %)<br />

7,890<br />

(33 %)<br />

4,320<br />

(21 %)<br />

10,169<br />

(48 %)<br />

6,554<br />

(31 %)<br />

5,249<br />

(22 %)<br />

11,123<br />

(47 %)<br />

7,378<br />

(31 %)<br />

Total assets 21,043 23,750 21,043 23,750<br />

TECHNOLOGY SPECIALTIES: THE SEGMENT AND ITS PERFORMANCE<br />

Equity<br />

Non-current<br />

liabilities<br />

Current<br />

liabilities<br />

Products manufactured in the Technology Specialties segment are processed primarily<br />

by companies in the pharmaceuticals, chemicals, plastics, rubber, and paper industries.<br />

These include organic specialty products and intermediate products that are important<br />

components in the synthesis of pharmaceuticals and agrochemicals as well as input<br />

materials for the plastics industry. Hydrogen peroxide, for instance, is an important bleaching<br />

and oxidation agent in the paper and pulp industry. Particle and filler systems based<br />

on carbon blacks and fumed silicas are used in particular in the tire industry for rubber<br />

reinforcement. The Technology Specialties segment comprises the five business units of<br />

Building Blocks, Exclusive Synthesis & Catalysts, C4-Chemistry, Aerosil & Silanes, and<br />

Advanced Fillers & Pigments.<br />

This segment bundles the specialty technologies of the RAG Beteiligungs-Group in<br />

organic and inorganic synthetic chemistry with expertise in particle and filler technologies.<br />

These are fields in which innovations occur rapidly. As a result, these technologies are<br />

utilized for new, future-oriented activities such as nanostructured materials and new<br />

processes for manufacturing solar silicon for photovoltaic installations. RAG Beteiligungs-<br />

Group is the world market leader with its special catalysts developed in-house for the production<br />

of biodiesel. Based on expertise in the production of hydrogen peroxide, a new<br />

and innovative process for producing propylene oxide – an important base product in the<br />

plastics industry – was developed jointly with a customer.<br />

Technology Specialties takes its cue from the industries that buy its products –<br />

responsiveness to customers is crucial both in production as well as in service and logistics.<br />

Consequently, numerous production facilities are operated accordingly in Europe,<br />

North and South America, and Asia. In the coming years, Technology Specialties expects to<br />

see sustained, above-average growth in the Asia-Pacific region. The outlook is also very<br />

promising in the Eastern European countries of the EU.<br />

29


30<br />

Significant rise in earnings<br />

Fiscal <strong>2006</strong> was very successful. Sales rose by 13 percent to €4.8 billion with quantities sold<br />

increasing significantly. EBIT rose to €460 million, surpassing the 2005 level by 49 percent.<br />

All five business units contributed to the earnings improvement. The Building Blocks business<br />

unit benefited from a perceptible rise in quantities sold as well as the success of cost<br />

reduction measures to contribute earnings well over the previous year’s level. In the Exclusive<br />

Synthesis & Catalysts business unit, earnings rose primarily as a result of appreciably<br />

lower expenses and depreciation and amortization due to restructuring measures and<br />

increased quantities sold. The C4-Chemistry business unit was able to pass on most of the<br />

significantly higher raw materials costs to customers, resulting in earnings over the previous<br />

year’s level. The Aerosil & Silanes business unit increased earnings considerably on<br />

the back of a noticeable rise in demand, high capacity utilization, and cost savings. The<br />

Advanced Fillers & Pigments business unit succeeded increasingly over the course of the<br />

year in adapting sales prices to rising raw materials and energy prices. Earnings improved<br />

markedly thanks to the significant increase in quantities sold and lower costs.<br />

Earnings before interest, taxes, depreciation and amortization (EBITDA) in the Technology<br />

Specialties segment rose 19 percent to €829 million, with the EBITDA margin rising to<br />

17.3 percent. ROCE improved from 7.3 percent to 11.8 percent thanks to the good operating<br />

earnings trend and lower level of capital employed. It should be noted that these increases<br />

occurred in spite of the fact that the takeover of Degussa negatively impacted EBIT and<br />

ROCE, as a portion of the goodwill resulting from the acquisition was allocated to the<br />

Technology Specialties segment.<br />

Technology Specialties: Key financial indicators<br />

€ million <strong>2006</strong> 2005<br />

External sales 4,806 4,264<br />

EBITDA 829 696<br />

EBIT 460 309<br />

Capital employed (as of December 31) 3,886 4,212<br />

EBITDA margin % 17.3 16.3<br />

ROCE % 11.8 7.3<br />

Capital expenditures<br />

Technology Specialties’ investments in property, plant and equipment decreased slightly<br />

to €227 million (2005: €238 million). Major projects involved expansion of manufacturing<br />

facilities in the Building Blocks business unit in order to increase production of hydrogen<br />

peroxide, a bleaching agent, to 70,000 tons per year in Barra do Riacho, Brazil. The Aerosil &<br />

Silanes business unit will be expanding production capacities at the Rheinfelden location<br />

until the end of 2007 due to increased demand for aluminum oxide. Aluminum oxide is


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

used in the photographic paper, coatings, and chip industries, for example. Advanced Fillers<br />

& Pigments made good progress in expanding carbon black capacities. Capacity expansion<br />

was completed in Qingdao, China, and expansion of the carbon black plant in Paulina,<br />

Brazil, will be completed at the start of 2007. At the silica plant in Wesseling, several installations<br />

are being replaced as part of a modernization project that has been ongoing since<br />

<strong>2006</strong> and will be completed in 2007.<br />

Technology Specialties: Capital expenditures<br />

€ million <strong>2006</strong> 2005<br />

Capital expenditures 1) 227 238<br />

1) Additions to intangible assets (excluding goodwill due to consolidation), property,<br />

plant and equipment, and investment properties<br />

Research and development<br />

The Building Blocks business unit has developed a new hydrogen peroxide-based product<br />

to fight microbes such as viruses, bacteria, algae, and plankton in ship ballast water. Called<br />

PERACLEAN® Ocean, this product is entering the next test phase, making it the first active<br />

substance to be granted approval for further testing in ship and land trials.<br />

The C4-Chemistry business unit is launching a new rapid gelling agent, isononyl<br />

benzoate (VESTINOL INB), on the market step by step. This softening agent will increase<br />

the productivity of our customers in the PVC processing industry, especially in the production<br />

of floor coverings. When used together with our main softening agent, Di-isononylphthalate<br />

(DINP, VESTINOL 9), this new agent will enable savings in formulation<br />

costs depending on the customer’s specific formulation. As opposed to competing<br />

products used today, INB has been proven to be non-toxic to reproduction. This agent is<br />

thus exempt from specific EU labeling requirements, making it a preferred alternative for<br />

our customers, particularly in view of future EU chemicals legislation (REACH).<br />

The Aerosil & Silanes business unit has developed a nanostructured indium tin oxide<br />

(ITO) called AdNano® ITO that was awarded Degussa’s in-house innovation award in <strong>2006</strong>.<br />

AdNano® ITO combines transparency with electrical conductivity and absorption capacity<br />

for infrared radiation. One possible application is transparent films to reduce sun insolation<br />

through car and building windows and thereby produce efficient heat insulation.<br />

Introduction of new, dust-free aerosil granulates (AEROPERL®) will enable a broad spectrum<br />

of applications ranging from cosmetics to catalyst carriers in automotive catalytic<br />

converters. Complex, modern chips are structured in many layers, all of which must be<br />

absolutely even to avoid malfunction. Our newly developed nano-sized ceroxide meets the<br />

requirements of the next generation of chips in the manufacture of semiconductors. This<br />

substance is used in the critical step of chemical mechanical planarization (CMP) and<br />

enables the individual, highly sensitive layers to be polished to an extremely fine finish.<br />

31


32<br />

CONSUMER SOLUTIONS: THE SEGMENT AND ITS PERFORMANCE<br />

The Consumer Solutions segment primarily serves customers in the consumer goods<br />

industry in the areas of body care, hygiene and nutrition. It comprises three business units –<br />

Superabsorber, Care & Surface Specialties, and Feed Additives – which use customized<br />

substances and system solutions to produce shampoos that make hair smooth and glossy,<br />

skin-protecting and age-defying creams, environmentally-friendly detergents, superabsorbent<br />

diapers, and animal feedstuffs with optimum nutritional properties.<br />

The segment has extensive know-how in the area of applied interfacial and polymer<br />

chemistry, which it puts into practice for industrial applications such as stabilizing<br />

polyurethane foams or dosing crop protection products more economically. The high-quality<br />

specialty products and system solutions offered by Consumer Solutions often supply<br />

our customers’ products with the extra added value needed to convince consumers to buy<br />

their products. Intensive research and development and productive collaboration with<br />

customers are among the factors contributing to our strategic success. Where necessary,<br />

development partnerships closely link our business units with leading end producers.<br />

Consumer Solutions intends to considerably expand its activities in the future. Examples<br />

of our expansion include the world’s largest DL-methionine facility, which was put<br />

into operation in Antwerp in June <strong>2006</strong>, along with the acquisition of the superabsorber<br />

business from Dow Chemicals and expansion of superabsorber capacities in Germany and<br />

the U.S. The Asian market is also of great significance, especially for the Feed Additives<br />

business, which involves the essential amino acids DL-methionine, L-lysine, L-threonine,<br />

and L-tryptophane for healthy and environmentally-friendly animal nutrition.<br />

Earnings improve substantially<br />

Sales in the Consumer Solutions segment rose by 10 percent to €2.453 billion. EBIT<br />

improved considerably to €191 million (2005: €71 million). The Superabsorber business unit<br />

reported higher earnings, compared to the previous year, based on increased quantities<br />

sold. Increased demand, improved capacity utilization, and ongoing rationalization measures<br />

led to a rise in earnings in the Care & Surface Specialties business unit. The Feed<br />

Additives business unit made increasing progress in adapting sales prices to the considerable<br />

rise in raw materials prices experienced already in the previous year while increasing<br />

quantities sold, thus generating greatly improved earnings.<br />

EBITDA in the Consumer Solutions segment rose by 50 percent to €374 million.<br />

The EBITDA margin increased accordingly to 15.2 percent. ROCE grew from 3.3 percent to<br />

8.8 percent based on the good operating earnings trend. It should be noted that the<br />

increases occurred in spite of the fact that the takeover of Degussa negatively impacted<br />

EBIT and ROCE, as a portion of the goodwill resulting from the acquisition was allocated<br />

to the Consumer Solutions segment.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Consumer Solutions: Key financial indicators<br />

€ million <strong>2006</strong> 2005<br />

External sales 2,453 2,240<br />

EBITDA 374 249<br />

EBIT 191 71<br />

Capital employed (as of December 31) 2,161 2,144<br />

EBITDA margin % 15.2 11.1<br />

ROCE % 8.8 3.3<br />

Corporate Bodies<br />

Major Shareholdings<br />

Capital expenditures<br />

Capital expenditures in the Consumer Solutions segment decreased by 31 percent in <strong>2006</strong><br />

to the current €160 million (2005: €232 million). The Superabsorber business unit expanded<br />

superabsorber capacities at the Krefeld location and at two locations in the U.S. as well as<br />

manufacturing capacities for acrylic acid, a raw material, at the plant in Marl. This business<br />

unit has thus positioned itself for significant increases in demand from the market while<br />

also securing backward integration of raw materials. Furthermore, the Superabsorber<br />

business was acquired from Dow Chemicals in the U.S. The purchase covers production<br />

facilities in Rheinmünster/Baden-Baden and a contract manufacturing agreement with<br />

Dow’s Midland, MN location. In addition, Dow will supply acrylic acid, a key raw material,<br />

to RAG Beteiligungs-Group under a long-term agreement. In the Feed Additives business<br />

unit, the world’s largest DL-methionine facility in Antwerp, Belgium, is now fully operational<br />

with an annual production capacity of 120,000 tons. The new plant procures all<br />

important preliminary products from integrated raw materials production to ensure the<br />

highest possible degree of production efficiency as well as uninterrupted supplies.<br />

Consumer Solutions: Capital expenditures<br />

€ million <strong>2006</strong> 2005<br />

Capital expenditures 1) 160 232<br />

1) Additions to intangible assets (excluding goodwill due to consolidation), property,<br />

plant and equipment, and investment properties<br />

Research and development<br />

The Care & Surface Specialties business unit has introduced more than 30 new products<br />

to the market. These include a new Wet Wipe concentrate that offers many advantages for<br />

the growing cosmetic tissue market, as the cosmetic oils produced are especially skinfriendly<br />

and simple to manufacture. The emulsifiers used are manufactured using sustainable<br />

raw materials. Care & Surface Specialties also focuses on identifying substances that<br />

positively affect age-related changes to the skin. In order to discover effective ingredients,<br />

we implement the DNA chip technology developed in cooperation with the University of<br />

Regensburg. This enabled us to find a new substance that has been proven to accelerate<br />

skin regeneration and reduce wrinkles. Research on ionic solvents – basic liquid chemicals<br />

with saline loading properties – has led to new fields of application ranging from fragrance<br />

33


34<br />

fixing to antistatic finishing of synthetics. The Care & Surface Specialties business unit<br />

received Degussa’s in-house innovation award for TEGOSPHERE®, a new method for encapsulating<br />

active ingredients that ensures that the substances are released onto the skin at<br />

exactly the right moment to improve absorption.<br />

SPECIALTY MATERIALS: THE SEGMENT AND ITS PERFORMANCE<br />

The materials manufactured by the Specialty Materials segment are used primarily for the<br />

industrial production of durable industrial goods and capital goods, especially in the automotive,<br />

construction, aviation and aerospace industries. Customers utilize our high-quality<br />

polymers as transparent plastics in the semi-finished products area, as resin and coating<br />

additives, and as structural components for demanding applications in automotive and<br />

aircraft construction. The Specialty Materials segment is made up of four business units:<br />

Coatings & Colorants, High Performance Polymers, Specialty Acrylics, and Methacrylates.<br />

The segment encompasses all business of the RAG Beteiligungs-Group involving highperformance<br />

materials, which hold leading competitive positions due to superior material,<br />

processing, and application competence. Many of the products are manufactured in a<br />

chemical production network on the basis of methyl methacrylate (MMA). The competitive<br />

advantages of this integrated production structure enables to systematically penetrate<br />

new application markets in specialized areas such as pharmaceutical polymers and optoelectronics.<br />

The business units focus on providing customer-specific solutions: The<br />

approach not only emphasizes innovative products and application technology, but also<br />

marketing and direct dialog with customers.<br />

Specialty Materials intends to continue expanding its global market position. A major<br />

integrated production network will be established by 2009 in Shanghai for this purpose.<br />

This world scale facility will use MMA at an annual capacity of around 100,000 tons to<br />

manufacture highly refined methacrylate specialty products and polymers. These are used<br />

as components for a variety of products such as LCD flat screens, scratch-resistant, noncorrosive<br />

coatings, high-quality adhesives, modern automotive interiors, and numerous<br />

plastics applications. The segment has for some time now operated in the high-growth<br />

Asian region as a major supplier of high-quality preliminary products that fulfill the<br />

highest of safety standards, such as background lighting for flat screens and transparent<br />

noise control walls.<br />

Significant increase in demand<br />

Specialty Materials grew sales by 12 percent to €2.839 billion, with quantities sold<br />

increasing considerably. EBIT increased 7 percent over the 2005 level to €250 million. The<br />

Coatings & Colorants business unit was increasingly able to adapt prices to the higher<br />

cost of raw materials. Earnings rose in comparison with the previous year amidst a significant<br />

rise in quantities sold. Strong demand led to a significant earnings increase in the<br />

High Performance Polymers business unit. Earnings in the Specialty Acrylics business unit<br />

also improved thanks to increased quantities sold and higher sales prices resulting from<br />

passing on the costs of raw materials, some of which had increased considerably. The<br />

Methacrylates business unit saw decreased earnings, however, as only some of the<br />

increases in raw materials costs could be passed on to customers.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

The Specialty Materials segment generated EBITDA of €455 million, a rise of 7 percent<br />

over 2005. The EBITDA margin decreased slightly to 16.0 percent. ROCE grew from<br />

8.8 percent to 9.4 percent as a result of the improvement in earnings. It should be noted<br />

that these increases occurred in spite of the fact that the takeover of Degussa negatively<br />

impacted EBIT and ROCE, as a portion of the goodwill resulting from the acquisition was<br />

allocated to the Specialty Materials segment.<br />

Specialty Materials: Key financial indicators<br />

€ million <strong>2006</strong> 2005<br />

External sales 2,839 2,532<br />

EBITDA 455 426<br />

EBIT 250 234<br />

Capital employed (as of December 31) 2,661 2,670<br />

EBITDA margin % 16.0 16.8<br />

ROCE % 9.4 8.8<br />

Capital expenditures<br />

Investments in property, plant and equipment of the Specialty Materials segment<br />

decreased to €170 million (2005: €206 million). The Coatings & Colorants business unit has<br />

expanded its entire production line for isophorone chemicals at the Herne location, with<br />

the start of operation planned for 2007. This project entailed capital expenditures in the<br />

high double-digit million range. Isophorone and the products derived from it are used in<br />

many different areas. In a multi-step process, isophorone diamine and isophorone diisocyanate<br />

are derived from isophorone for use as solvent-free coatings for industrial flooring<br />

and for the manufacture of light-resistant and weather-resistant automotive coatings<br />

as well as high-quality car interiors. The base product, isophorone, is utilized as a special<br />

solvent.<br />

Specialty Materials: Capital expenditures<br />

€ million <strong>2006</strong> 2005<br />

Capital expenditures 1) 170 206<br />

1) Additions to intangible assets (excluding goodwill due to consolidation), property,<br />

plant and equipment, and investment properties<br />

Research and development<br />

The Coatings & Colorants business unit has developed a new type of colorant system<br />

called POLYTREND® that can be dosed in liquid form for dyeing plastics. This product was<br />

developed in response to customer requests for a simplified process and offers a<br />

previously unknown variety of colors. A total of 16 color-coordinated base colorants enable<br />

plastics to be dyed directly during extrusion processing or injection molding.<br />

New paint and coating raw materials now enable an emission-free alternative to<br />

thermal curing for coil coating: UV curing. Almost no solvents are released in the UV curing<br />

process, and it uses much less energy than thermal processes.<br />

35


36<br />

The High Performance Polymers business unit progressed with advances in its work<br />

on very high viscosity, melt-proof VESTAMID® extrusion molding materials based on a<br />

completely new technology platform, development of which began in 2005. Initial success<br />

was achieved with the launch of VESTAMID LX9020 for the crude oil industry. Substantial<br />

quantities of this innovative product have been sold since mid-year <strong>2006</strong> for the production<br />

of “umbilicals” – metal-sheathed conveyor lines extending from the ocean floor to the<br />

drilling platform. This business unit anticipates consumption to continue rising significantly<br />

over the next few years.<br />

The Specialty Acrylics business unit anticipates a high number of opportunities to<br />

apply its oil additives in new applications, on the basis of biodiesel produced from palm oil.<br />

Sales of biodiesel are increasing steadily due to rising oil prices and high demand. However,<br />

biodiesel made from palm oil exhibits very high pour points (+ 13°C), and therefore<br />

requires an essential additive for use in automobiles or machines. As the world market<br />

leader in pour-point depressants, the Specialty Acrylics business unit’s comprehensive<br />

experience will facilitate further product development in this area. New polymerization<br />

techniques for adhesives and additives allow customers to manufacture low-solvent and<br />

solvent-free formulas. The markets targeted are coatings and colorants, adhesives, and<br />

sealing compounds.<br />

ENERGY: THE SEGMENT AND ITS PERFORMANCE<br />

The Energy segment bundles commercial power and heat production activities with<br />

power plant-related services. The Energy segment is the market and technology leader in<br />

coal-fired electricity generation, it utilizes refinery byproducts for supplying energy, and is<br />

increasingly active in the field of renewable energies. The total installed electrical output<br />

is around 9,000 megawatts. Germany’s fifth-largest power generator operates eight coalfired<br />

power plants across the country as well as an additional three large-scale coal-fired<br />

power plants in Columbia, Turkey, and the Philippines. Long-term provision and supply<br />

contracts with key accounts secure sustained return on capital and stable earnings.<br />

This segment’s competence covers the entire value chain of coal-fired power plants,<br />

from planning and financing to construction and plant operation. Own in-house global<br />

coal trading activities ensure that fuel is procured at low cost. The Energy segment offers<br />

supply and disposal services for residues from power plants and industrial facilities. It also<br />

has a strong competitive position in contiguous technologies such as the production of<br />

energy from refinery byproducts, biomass, biofuel, and in geothermal energy generation.<br />

The segment is the global leader in the use of mine gas for energy generation, and plans<br />

to significantly expand this leading position over the medium term.<br />

In the next few years, two new coal-fired power generation units with installed<br />

capacities of 1,500 megawatts are to be built in collaboration with partners in Walsum and<br />

Herne. The plants will be constructed using the innovative CCEC concept. In addition,<br />

possibilities for developing further thermal power plant projects outside of Germany are<br />

being reviewed. Electricity and heat production in biomass and geothermal installations<br />

is another growth field that is being explored.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Operating profit at high level<br />

Sales in the Energy segment amounted to €2.574 billion in <strong>2006</strong>, falling below the record<br />

level of €2.765 billion achieved in 2005. This sales includes international coal trading<br />

activities amounting to €830 million (2005: €973 million). Additional electricity generation<br />

sales due to weather conditions and prices had a positive effect on segment sales.<br />

Although EBIT decreased by 4 percent to €393 million; lower than the record earnings generated<br />

in 2005, it remained at a high level, thanks in particular to electricity production.<br />

The Energy segment generated EBITDA of €495 million in <strong>2006</strong> (2005: €509 million).<br />

The EBITDA margin increased to 19.2 percent. ROCE improved slightly to 15.9 percent (2005:<br />

15.5 percent) due to a lower level of capital employed.<br />

Energy: Key financial indicators<br />

€ million <strong>2006</strong> 2005<br />

External sales 2,574 2,765<br />

EBITDA 495 509<br />

EBIT 393 411<br />

Capital employed (as of December 31) 2,473 2,653<br />

EBITDA margin % 19.2 18.4<br />

ROCE % 15.9 15.5<br />

Capital expenditures<br />

Investment in property, plant and equipment decreased 15 percent to €229 million in fiscal<br />

<strong>2006</strong> (2005: €270 million). In November <strong>2006</strong>, the Energy segment put the Mindanao coalfired<br />

power plant into operation in the Philippines after a three-year construction period.<br />

The project volume totaled USD 305 million, most of which was attributable to prior years.<br />

This facility will supply electricity to the Philippine’s state energy supplier, the National<br />

Power Cooperation (NPC), over a period of 25 years.<br />

In June <strong>2006</strong>, the Lünen biomass power generator was officially commissioned by<br />

STEAG Saar Energie AG (majority stakeholder) and REMONDIS GmbH & Co. KG. The plant,<br />

which has an installed capacity of 20 megawatts, was constructed in 18 months and will<br />

process approximately 135,000 tons of matured timber from the region each year. The<br />

project had an investment volume of more than €54 million.<br />

In November <strong>2006</strong>, STEAG Saar Energie and Michelin Reifenwerk officially commissioned<br />

the new central power plant at Michelin’s Bad Kreuznach plant. The 10 million euro<br />

project was realized within 14 months. The plant has been able to lower its energy costs<br />

and carbon dioxide emissions substantially by installing a gas turbine and replacing steam<br />

boilers. STEAG Saar Energie has been contracted by Michelin to operate the plant for the<br />

next 12 years.<br />

Energy: Capital expenditures<br />

€ million <strong>2006</strong> 2005<br />

Capital expenditures 1) 229 270<br />

1) Additions to intangible assets (excluding goodwill due to consolidation), property,<br />

plant and equipment, and investment properties<br />

37


38<br />

Research and development<br />

The Energy segment’s R&D activities are aimed at ensuring a secure, economic, and environmentally-friendly<br />

supply of energy. To this end, the segment is involved in the German<br />

Federal Ministry of Economics and Technology R&D program, CO2 Reduction Technology<br />

(COORETEC), together with other power plant operators such as E.ON, RWE, Vattenfall,<br />

and EnBW as well as universities and major research centers. The program aims to reduce<br />

greenhouse gas emissions in the short to medium term by increasing efficiency and to<br />

develop and market technologies for cost-effective separation and storage of CO2 from<br />

exhaust gas (carbon capture and sequestration) in the long term.<br />

In order to further increase the efficiency of coal-fired power plants, it is necessary to<br />

raise steam temperatures to over 700°C. This can only be accomplished using nickel-based<br />

steel alloys. Examples of this type of research in connection with COORETEC involve studying<br />

the characteristics of nickel-based alloys such as strength and deformation behavior,<br />

corrosion and slag behavior, and the non-destructive testing of the alloys. The projects run<br />

for approximately four years beginning in <strong>2006</strong>.<br />

Another project to increase efficiency and raise effectiveness that the segment is<br />

working on in collaboration with other partners is the COMTES 700 project subsidized by<br />

the Research Fund for Coal and Steel (RFCS) as a joint EU project. This project also aims<br />

to increase permissible steam temperatures to over 700°C. To accomplish this, the world’s<br />

largest testing facility incorporating components from new, high-capacity materials has<br />

been installed at the Scholven power plant and operated for more than 5,000 hours to<br />

date. The tests, which have been conducted in close cooperation with manufacturers,<br />

represent a milestone on the path to achieving a coal-fired power plant with an efficiency<br />

factor of more than 50 percent. The costs for a 700°C, 400 megawatt power plant are<br />

being calculated in a pre-engineering study supported by the State of North Rhine-Westphalia.<br />

The objective is to construct a demonstration facility between 2010 and 2012.<br />

The Energy segment is also developing resource-friendly concepts for power plants<br />

to enable secondary fuel burning and the use of biomass. In order to implement these<br />

types of facilities and take advantage of the economic benefits they offer, a competency<br />

network for fuel and power plant firing has been established. The Energy segment is a<br />

major player in this network of universities and industrial enterprises, contributing its own<br />

valuable expertise in hot gas purification gained in a project on pressurized pulverized coal<br />

combustion.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

REAL ESTATE: THE SEGMENT AND ITS PERFORMANCE<br />

Corporate Bodies<br />

Major Shareholdings<br />

The Real Estate segment focuses on residential real estate with an emphasis on leasing<br />

residential units to private households. The segment also actively manages its housing<br />

portfolio. A small portion of the housing portfolio is sold each year based on comprehensive<br />

analyses that take into account cost effectiveness, expected future maintenance<br />

expenses, regional focuses, and the state of repair of the buildings. The segment rounds<br />

out its activities with the development and construction of turn-key single family homes,<br />

duplexes, and condominiums to be sold to end users and investors.<br />

Nearly the entire housing portfolio is located in North Rhine-Westphalia. Significant<br />

locations are Essen as well as the regional companies in Dortmund, Duisburg, and<br />

Herzogenrath. With a total of more than 65,000 residential units, RAG Beteiligungs-Group<br />

is one of the largest residential property companies in Germany. The high quality of our<br />

properties is one of our key competitive advantages, and our vacancy rates are well below<br />

the industry average.<br />

The medium-term strategy of the Real Estate segment focuses on expanding the<br />

achieved position. The segment thus plans to supplement its portfolio with further<br />

acquisitions in the Rhineland corridor between Düsseldorf and Bonn that offer attractive,<br />

long-term value growth potential. We also plan to reduce the portfolio by approximately<br />

2.5 percent each year as part of portfolio optimization.<br />

Sales nearly constant<br />

Sales of the Real Estate segment fell by 2 percent from the previous year to €353 million.<br />

EBIT for fiscal <strong>2006</strong> decreased by 14 percent to €112 million in comparison with the previous<br />

year, since the figures for 2005 included special income from the sale of land and<br />

commercial real estate based on a change of focus to residential real estate. Expenses for<br />

reorganizing business processes had a negative impact in <strong>2006</strong>.<br />

EBITDA for the Real Estate segment fell 10 percent to €155 million, and the EBITDA<br />

margin decreased to 43.8 percent. ROCE decreased from 7.7 percent to 6.5 percent based<br />

on an increase in capital employed.<br />

Real Estate: Key financial indicators<br />

€ million <strong>2006</strong> 2005<br />

External sales 353 361<br />

EBITDA 155 173<br />

EBIT 112 130<br />

Capital employed (as of December 31) 1,729 1,679<br />

EBITDA margin % 43.8 47.8<br />

ROCE % 6.5 7.7<br />

39


40<br />

Capital expenditures<br />

Capital expenditures in the Real Estate segment declined to €78 million in <strong>2006</strong>, down<br />

from €111 million in 2005. The segment conducted a major investment project in the<br />

Cologne region in order to increase the Company’s presence in this attractive residential<br />

property market. Major real estate holdings consisting of more than 300 residences were<br />

purchased in this region at the close of <strong>2006</strong>/start of 2007.<br />

Real Estate: Capital expenditures<br />

€ million <strong>2006</strong> 2005<br />

Capital expenditures 1) 78 111<br />

1) Additions to intangible assets (excluding goodwill due to consolidation), property,<br />

plant and equipment, and investment properties<br />

OTHER OPERATIONS<br />

The Group’s other continuing operations include tar refining activities and various other<br />

non-core activities as well as Degussa’s Corporate Center, the Creavis research company,<br />

and the service areas of Degussa.<br />

Other Operations: Key financial indicators<br />

€ million <strong>2006</strong> 2005<br />

External sales 1,768 2,019<br />

EBITDA – 13 – 91<br />

EBIT – 96 – 211<br />

Sales from other continuing operations decreased to €1.768 billion in <strong>2006</strong> from<br />

€2.019 billion in 2005. The decline resulted from various divestments, in particular of the<br />

Bakelite Group and of STEAG HamaTech. EBIT improved to a loss of €96 million (2005:<br />

loss of €211 million). The good performance of the foreign tar refinery companies, which<br />

benefited from the rising trend in the aluminum and chemicals industry, as well as site<br />

services in Marl, was offset by higher costs for Degussa’s Corporate Center, expenses for<br />

various intragroup projects carried out by Degussa, and strategic research expenses.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

ECONOMIC SITUATION OF RAG BETEILIGUNGS-AG<br />

Corporate Bodies<br />

Major Shareholdings<br />

RAG Beteiligungs-AG, with registered offices in Essen, has a central, coordinating function<br />

in the RAG Beteiligungs-Group. RAG Beteiligungs-AG holds the shares in the companies<br />

belonging to the Group either directly or indirectly. In fiscal <strong>2006</strong>, RAG Aktiengesellschaft<br />

(RAG AG), Essen, was the sole shareholder of RAG Beteiligungs-AG. RAG Beteiligungs-AG<br />

was created on October 11, <strong>2006</strong>, when RAG Beteiligungs-GmbH was transformed into an<br />

AG (public limited company). In its initial session on September 14, <strong>2006</strong>, the Supervisory<br />

Board of RAG Beteiligungs-AG appointed Dr. Werner Müller, Dr. Klaus Engel, Dr. Alfred<br />

Oberholz, Dr. Peter Schörner, Dr. Alfred Tacke, Ulrich Weber, and Heinz-Joachim Wagner to<br />

the Management Board of RAG Beteiligungs-AG with immediate effect and named<br />

Dr. Werner Müller Management Board Chairman.<br />

The separate financial statements of RAG Beteiligungs-AG were prepared in accordance<br />

with the accounting principles of the German Commercial Code (HGB).<br />

The financial performance of RAG Beteiligungs-AG was characterized by a significant<br />

rise in net investment income to €2.181 billion (2005: €264 million), primarily due to the<br />

high profits generated from the divestment of subsidiaries. Net interest income was considerably<br />

weaker, mainly as a result of borrowings to finance the Degussa takeover. Profit<br />

from ordinary activities reached a record level of €1.904 billion (2005: €260 million). After<br />

making allocations to reserves, profits of €221 million were transferred to RAG AG.<br />

RAG Beteiligungs-AG: Income Statement<br />

€ million <strong>2006</strong> 2005<br />

Net investment income 2,181 264<br />

Net interest expense – 208 – 59<br />

Other operating income 41 75<br />

Other operating expenses 46 12<br />

Write-downs of investments 64 10<br />

Profit from ordinary activities 1,904 260<br />

Taxes<br />

Profits transferred under a profit and loss<br />

74 0<br />

transfer agreement 221 102<br />

Net income 1,609 157<br />

Total assets of RAG Beteiligungs-AG more than doubled in the year under review,<br />

totaling €10.650 billion at year-end <strong>2006</strong> (2005: €4.960 billion). One reason for the<br />

increase was a restructuring of financial clearing in the Group. In December <strong>2006</strong>, responsibility<br />

for financial clearing for the RAG Beteiligungs-Group was shifted from RAG AG to<br />

RAG Beteiligungs-AG. Since then, RAG Beteiligungs-AG has acted independently in the<br />

capital market, a situation which has contributed to the increase in receivables and other<br />

41


42<br />

assets to €2.791 billion (2005: €335 million) as well as in liabilities to €6.795 billion<br />

(2005: €2.675 billion). The takeover of Degussa by RAG Beteiligungs-AG and its subsidiaries<br />

essentially resulted in an increase in financial assets to €7.775 billion (2005: €4.606 billion).<br />

Equity increased in the amount of net income by €1.609 billion to €3.849 billion. This sum<br />

was taken to revenue reserves, with €47 million allocated to the statutory reserve and<br />

€1.562 billion to other revenue reserves.<br />

RAG Beteiligungs-AG: Balance Sheet<br />

Assets<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Non-current assets 7,775 4,606<br />

Financial assets 7,775 4,606<br />

Current assets 2,875 354<br />

Receivables and other assets 2,791 335<br />

Cash and cash equivalents 84 19<br />

Equity and liabilities<br />

10,650 4,960<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Equity 3,849 2,240<br />

Issued capital 466 466<br />

Capital reserve 720 720<br />

Revenue reserves 2,663 1,054<br />

Provisions 6 45<br />

Liabilities 6,795 2,675<br />

10,650 4,960<br />

Cash flow from operating activities decreased to – €37 million in fiscal <strong>2006</strong>. The<br />

decline in comparison with 2005 resulted from a substantial increase in interest expense<br />

based on financing the Degussa purchase. Cash flow from investing and financing activities<br />

for <strong>2006</strong> was also heavily affected by acquisition of the remaining Degussa shares.<br />

RAG Beteiligungs-AG: Cash flow statement (excerpt)<br />

€ million <strong>2006</strong> 2005<br />

Cash flow from operating activities – 37 50<br />

Cash flow from investing activities – 3,233 568<br />

Cash flow from financing activities 3,335 – 599<br />

Cash and cash equivalents as of December 31 84 19


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

As in the previous year, RAG Beteiligungs-AG had no employees in fiscal <strong>2006</strong>. All necessary<br />

functions were performed by employees of RAG AG in fiscal <strong>2006</strong>. As of January 1,<br />

2007, employees were transferred to RAG Beteiligungs-AG, primarily from RAG, Degussa,<br />

STEAG, RAG Immobilien, and RAG Coal International. Since then, all management and control<br />

functions have been carried out by the Corporate Center of RAG Beteiligungs-AG. At<br />

the end of January 2007, RAG Beteiligungs-AG had 447 employees.<br />

HUMAN RESOURCES<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

The primary objective of Project “Sirius” was to create a modern, integrated industrial<br />

enterprise able to meet the requirements of the capital markets. Project “Sirius”, which<br />

focused on optimizing all management and service processes in the Group, affected some<br />

4,700 employees in various administrative units. The comprehensive restructuring of the<br />

Group presented human resources with great challenges. A wide variety of tasks were<br />

required, some of which extended into 2007. These included allocating employees within<br />

the new Group structure and creating standardized remuneration systems. We developed<br />

and implemented the entire restructuring process, including development of personnel<br />

policies in terms of change management, in a constructive partnership with our employee<br />

representatives and the industrial trade union for mining, chemicals, and energy.<br />

<strong>2006</strong> Employee Survey: Ponder. Propose. Participate.<br />

Some 46,000 employees in 52 countries speaking a total of 16 languages were called upon<br />

to take part in the <strong>2006</strong> Employee Survey conducted under the slogan of “Ponder. Propose.<br />

Participate.” A total of 70 percent of those surveyed took the opportunity to express their<br />

opinions. Especially during a time of radical change, this high participation rate shows just<br />

how active our employees are in contributing to the restructuring process.<br />

Our employees consider the Group to be well-positioned for further development.<br />

They give us particularly good marks for technical competency, entrepreneurial activities,<br />

and our willingness and ability to implement changes. On the whole, the employees surveyed<br />

felt that the quality of management had improved in their specific working areas –<br />

an indication that the improvements called for in the last survey have taken effect. However,<br />

the process of strategic restructuring has led to some uncertainties. Some employees<br />

expressed a desire for improvements in opportunities, for employee development and<br />

their working conditions.<br />

We will study the results of the survey very carefully and initiate the appropriate<br />

measures, all of which should be devised by the spring of 2007 in order to be able to continue<br />

on our path toward a common identity.<br />

Taken as a whole, the results of the survey clearly indicate the areas in which the<br />

Group has already succeeded and those where there is still room for improvement. This<br />

knowledge is of incalculable value for a Group intent on actively shaping its future.<br />

43


44<br />

Employee profit sharing plans<br />

The concept of allowing employees to participate in the profits of a company is not new.<br />

Nonetheless, many German companies do not offer any such possibilities, a situation that<br />

has recently been the subject of political discussion. RAG Beteiligungs-AG is planning to<br />

introduce a nationwide employee profit sharing plan. This will allow our employees in Germany<br />

to participate directly in the financial success of the Group as well as promoting a<br />

basic understanding of concerns related to the capital markets.<br />

Incentive and compensation systems<br />

Profit and target based remuneration components are crucial elements of modern<br />

compensation systems. At present, a total compensation package is being developed that<br />

will reflect the individual achievements of our employees, the success of the Company<br />

and offering incentives for our staff to increase productivity and value added. This compensation<br />

will form a critical foundation for reaching our corporate goals.<br />

Company pension plans<br />

Individual responsibility is playing an increasingly central role in securing a high standard<br />

of living, even with respect to retirement. This is why the subject of retirement benefits<br />

and the selection of employer-financed retirement models is so important to employees.<br />

This issue is all the more crucial in consideration of the fact that statutory pension benefits<br />

are being steadily reduced. The RAG Beteiligungs-Group offers a broadly based retirement<br />

portfolio that allows employees to make selections based on their individual needs.<br />

For more information on defined benefit obligations with regard to company pension<br />

plans, please see No. 20 of the notes to the consolidated financial statements, pages<br />

98 to 100.<br />

Employee and management development<br />

In the course of restructuring the Group, decisions were made on the staffing of future<br />

management positions in the summer of <strong>2006</strong>. This represented a milestone in systematic,<br />

Group-wide succession planning.<br />

In addition, the process of defining areas of responsibility for employees in executive<br />

positions was begun throughout the Group. This process is of crucial importance to the<br />

successful future of the Group and will affect all Group management tools such as<br />

employee reviews and target setting, forming a basis for lasting and successful employee<br />

and management development.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Another element in preparing executive staff and employees in all Group functions to<br />

meet the challenges of the future is the Business Academy, which was initiated in <strong>2006</strong> in<br />

cooperation with the University of St. Gallen in Switzerland. The Business Academy offers<br />

a platform for discussing topics of strategic relevance to the Group. The Academy is based<br />

on the concept of an interactive network to convey experience and knowledge of best<br />

practices.<br />

Vocational training<br />

Vocational training is an important element in securing the future of the Company in<br />

all business areas. It also makes a major socio-political contribution to reducing unemployment<br />

among young people. Our ratio of apprentices to employees of approximately<br />

7.4 percent puts us in the lead among German industrial companies. In the summer of<br />

<strong>2006</strong>, we hired 730 young people at the start of their professional careers to fill our own<br />

human resources needs. In addition, some 30 apprentices were hired on behalf of third<br />

parties.<br />

Another 75 young people were offered the opportunity to work towards achieving<br />

the qualifications for a future apprentice position. In September <strong>2006</strong>, we added another<br />

50 apprenticeships in response to the call from regional and federal governments to<br />

create more positions for trainees.<br />

All in all, in <strong>2006</strong> we offered career perspectives to some 2,590 young people.<br />

Workforce<br />

As of December 31, <strong>2006</strong>, a total of 43,175 people were employed by the Group. The<br />

number of employees in continuing operations decreased by 2,021. The Group employed<br />

12,050 less people than at year-end 2005. The decline was mainly due to the disposal<br />

of Construction Chemicals and Food Ingredients, which reflected the comprehensive<br />

realignment and continued streamlining of the Group’s portfolio.<br />

RAG Beteiligungs-Group: Number of employees<br />

<strong>2006</strong> 2005<br />

Technology Specialties 14,296 13,388<br />

Consumer Solutions 5,542 6,405<br />

Specialty Materials 7,264 7,345<br />

Energy 4,890 4,741<br />

Real Estate 630 681<br />

Other operations 10,553 12,636<br />

Number of employees (continuing operations) 43,175 45,196<br />

45


46<br />

NON-FINANCIAL PERFORMANCE INDICATORS<br />

To ensure the long-term financial success of our enterprise, all relevant aspects of<br />

environmental protection, safety, and health must be given full consideration. Only<br />

through steady growth, in which social values are placed on an equal footing with<br />

financial aspects, will we be able to fulfill our social responsibilities.<br />

Occupational health and safety, environmental protection<br />

An integrated management approach forms the basis for sustained development of<br />

occupational health and safety as well as environmental protection. This approach must<br />

be implemented consistently in order to further the process of steady improvement and<br />

meet our high standards for modern occupational health and safety and protection of the<br />

environment.<br />

Based on the guidelines developed for the Group, we have developed a joint policy for<br />

occupational health and safety and environmental protection. The principles and guidelines,<br />

which are binding for the Group as a whole, illustrate the way in which we define our<br />

social and ecological responsibility. At the same time, these principles and guidelines offer<br />

a clearly defined scope of action for all responsible parties.<br />

In <strong>2006</strong>, we began recording on-the-job accidents in accordance with international<br />

standards in order to improve transparency in the area of work safety. We hope to achieve<br />

more precise information on how accidents occur through this process. The frequency of<br />

accidents per one million working hours equaled 4.1 in fiscal <strong>2006</strong>. This figure can not be<br />

directly compared with figures from prior years since previous figures involved on-the-job<br />

accidents resulting in an incapacity to work of more than 3 calendar days.<br />

Climate protection and emissions trading system<br />

We place great emphasis on a responsible approach to the environment and natural<br />

resources. The need to protect the global environment is particularly important in an<br />

industrial enterprise focusing on chemicals and energy, which is why we have underlined<br />

this approach in our environmental protection guidelines that are binding for the entire<br />

Group.<br />

In the Energy segment, the efficiency increases in fossil-fuel power plants and combined<br />

heat and power generation in particular are aimed at reducing CO2 emissions and<br />

utilizing scarce energy resources more efficiently. The segment is also active in the area of<br />

energy production from mine gas, biomass, and geothermal energy. Extracting energy<br />

from renewable resources contributes to reducing greenhouse gas emissions. In addition,<br />

the Energy segment develops and implements climate protection projects in the form of<br />

joint implementation projects in Eastern Europe and in accordance with clean development<br />

mechanisms in China.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Production in the three segments of the Chemicals business area is energy intensive<br />

and utilizes large quantities of raw materials. For this reason, production processes are<br />

continuously optimized, and resources are used sparingly. The Chemicals segments also<br />

contribute to climate protection by developing new products and technologies, for example<br />

on the basis of renewable raw materials. In the Real Estate segment, high priority is<br />

placed on optimizing the energy use of existing homes, and energy efficient construction<br />

is given precedence in new building projects.<br />

In the Technology Specialties, Consumer Solutions, Specialty Materials, and Energy<br />

segments, many of our plants are directly subject to EU directives regarding CO2 emissions.<br />

Most of the plants concerned are part of the Energy segment. In fiscal <strong>2006</strong>, we<br />

emitted approximately 27.7 million tons of CO2 from plants subject to the Emissions<br />

Trading Directive.<br />

Health management<br />

RAG Beteiligungs-Group operates a modern occupational health management system.<br />

This system is able to respond to changing conditions such as demographic transformation<br />

and increasing sensitivity to potential health risks emanating from production<br />

and products, and its benefits go far beyond traditional health promotion, i.e., care of<br />

individual employees through Group medical services. Occupational health at the RAG<br />

Beteiligungs-Group is leading the way among German industrial companies. Our system<br />

is characterized by individual healthcare along with future-oriented, innovative health<br />

prevention measures. Our occupational health program is closely linked to scientific health<br />

research, which is carried out by our Institute for Industrial Science in collaboration with<br />

the Institute for Industrial Medicine, Social Medicine, and Social Hygiene of the University<br />

of Cologne hospital.<br />

RISK REPORT<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

The risk management system of RAG is based on the integration of the risk management<br />

process into existing planning, management, control, and reporting processes on all levels<br />

of the Group. This applies to both the consolidated financial statements of RAG Beteiligungs-Group<br />

and the separate financial statements of RAG Beteiligungs-AG.<br />

Risk strategy<br />

Risk management is a central component of our value-oriented corporate management<br />

and serves to deliberately safeguard existing and future profit potential through comprehensive<br />

risk and reward management. Our strategic corporate planning enables us to<br />

consider potential risks and rewards in our long-term corporate decisions and to gear our<br />

portfolio management as well as operating business planning toward these risks and<br />

rewards. We enter into business risks only when we are convinced that doing so will lastingly<br />

increase enterprise value and that any possible effects will remain manageable. We<br />

look to the risk-adjusted, segment-specific costs of capital as indicators, and we concentrate<br />

our business activities on our Group’s core competencies. We thus create a basis for<br />

responsible corporate conduct in the sense of finding a balance between the interests of<br />

limiting risks and the goal of adding value.<br />

47


48<br />

Development and organization of risk and reward management<br />

The objective of our risk management is to recognize risks and rewards early on, to assess<br />

their effects, and to introduce suitable risk prevention and hedging measures, including<br />

risk monitoring. We ensure that our targets are reached by implementing standards<br />

throughout the Group. The RAG Beteiligungs-Group has a Group-wide internal risk monitoring<br />

system. This system includes organizational risk hedging strategies and internal<br />

monitoring systems along with a Group internal audit team that acts in a monitoring and<br />

advisory capacity independent of specific processes. Risk management also involves independent<br />

regulations set out in binding guidelines that are implemented as part of the risk<br />

monitoring process. Essential elements of the monitoring process are Management Board<br />

meetings, dialog regarding targets, strategic and operational planning, preparation of<br />

investment decisions, and monthly management reporting. The results of risk inventories<br />

conducted at least once annually in the organizational units are incorporated into the<br />

planning process. The monthly reports serve to communicate current risks and rewards to<br />

the entire Group. In addition, any risks arising unexpectedly are communicated directly<br />

to the departments responsible outside of normal reporting channels. Risk management<br />

at RAG follows the principle that primary risk responsibility lies with the organizational<br />

unit, which as the risk owner is responsible for early detection, risk management, and risk<br />

communication. Within the organizational units, risk management agents are in charge of<br />

coordinating risk management activities and ensuring that risks are communicated to<br />

the next level. Risk management is rounded out by a risk committee and a Group working<br />

party for risk management that are coordinated by the risk management agent of the<br />

RAG Group, which assumed responsibility for this function as of December 31, <strong>2006</strong>, also<br />

on behalf of the RAG Beteiligungs-Group.<br />

In fiscal <strong>2006</strong>, the RAG Group’s internal audit department continued its review of the<br />

risk management systems of a number of organizational units of the RAG Beteiligungs-<br />

Group and established that statutory and corporate obligations were being met. In addition,<br />

the risk management system was included in the audit of the consolidated financial<br />

statements in accordance with procedures for publicly listed stock corporations. The<br />

audit found that the risk early warning system of the RAG Beteiligungs-AG is capable of<br />

identifying at an early stage any events that could jeopardize the continued existence<br />

of the Company.<br />

Risks relating to the market and competition<br />

Because of the nature of its activities, the RAG Beteiligungs-Group is exposed to constantly<br />

changing political, social, demographic, legal, and economic circumstances both in<br />

Germany and abroad. We counteract the risks arising from these circumstances by closely<br />

observing the political and economic climate, anticipating market developments, and<br />

consistently developing our portfolio in line with the Group strategy. One area in which<br />

risk is concentrated is indicated by the intense competition in the various market segments.<br />

In the Chemicals segments, in particular, competition from low-wage countries<br />

with aggressive pricing policies leads to major competitive pressure. We respond to this<br />

pressure by increasing regional diversification, expanding our production base, and tapping<br />

new markets in regions with high growth rates such as China and Eastern Europe.<br />

The affected operating business units also reduce competitive pressure by implementing


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

measures to increase customer ties, particularly strategic research partnerships with<br />

customers, and by undertaking customer relationship management and improving cost<br />

positions as well as the services offered. In the Energy segment, adverse effects may result<br />

from the overall energy policy situation, which may entail legislative intervention for the<br />

purpose of market regulation and climate policy restrictions. Particularly worth mentioning<br />

in this context are future regulatory measures aimed at further reducing CO2 levels,<br />

although it should be noted that our own efforts already focus on reducing specific CO2<br />

emissions at our power plants by means of additional efficiency increases and innovative<br />

technologies. In the Real Estate segment, a strategy based on a combination of modernization,<br />

demolition, new construction, and the targeted acquisition of attractive housing<br />

stock is used to counter potential adverse effects on the sustainability and earnings power<br />

of the housing portfolio due to regional or demographic factors and take advantage of the<br />

continued profitable growth of this segment. We are counteracting the intense competition<br />

in the German real estate market, which has been exacerbated by foreign investors,<br />

by honing our profile as an alternative municipal partner and improving operating management<br />

of our residential portfolio.<br />

Risks relating to production and the environment<br />

As an industrial enterprise, the RAG Beteiligungs-Group is subject to risks arising from<br />

business interruption, quality issues, and unexpected technical difficulties as well as risks<br />

related to product safety, occupational health and safety, and the environment. Groupwide<br />

guidelines on project and quality management, product safety, occupational health<br />

and safety, and environmental protection ensure that risks are effectively reduced. Business<br />

interruption insurance has been taken out to cover the risk of production interruptions.<br />

In addition, all production processes are certified in accordance with international<br />

standards and constantly developed and improved, installations are carefully maintained,<br />

and employees receive suitable and advanced training. Sufficient accounting provisions<br />

have been made for any necessary rehabilitation of contaminated sites. As an enterprise<br />

with significant activities in the chemical industry that is aware of its responsibility, the<br />

RAG Beteiligungs-Group operates these processes in accordance with the global responsible<br />

care initiative of the chemical industry.<br />

Procurement risks<br />

Potential risks may also arise based on the availability of raw materials and energy as<br />

well as primary and intermediate products and dependence on their prices. The Chemicals<br />

business area is particularly dependent on crude oil prices and on exchange rates, which<br />

heavily influence both commodities prices as well as energy costs. We counter these risks<br />

by optimizing global purchasing activities and entering into long-term supply contracts<br />

wherever possible or finding alternative suppliers. Moreover, we investigate possibilities<br />

for using substitute raw materials in different production processes and are working on<br />

developing alternative production technologies. Should procurement costs rise despite<br />

49


50<br />

these measures, it is not always possible to pass them on directly to our customers due to<br />

competitive considerations. With respect to the power plant park operated by the Energy<br />

business area, the decreasing availability of German ballast coal poses a challenge that we<br />

are meeting by implementing appropriate process and plant-related measures as well as<br />

suitable procurement activities.<br />

Distribution and sales risks<br />

Certain operating units are dependent on key accounts. Any decline in demand from<br />

customer sectors serviced by the Chemicals business area or intensified competition from<br />

existing customers could negatively impact the chemicals business. We respond to these<br />

risks through ongoing monitoring of our markets, acquiring new customers, developing<br />

customer strategies, and making efforts to tap new applications and markets at an early<br />

stage. In the Energy business area, we see risk potential in the expiration of long-term<br />

electricity supply agreements, which, however, could quite likely entail opportunities for<br />

concluding beneficial follow-up contracts or subsequent marketing.<br />

Interest rate and currency risks<br />

In connection with its entrepreneurial activities, the RAG Beteiligungs-Group is exposed to<br />

interest rate and currency risks. Currency risks arise on the purchasing side based on raw<br />

materials procurement, and on the sales side based on end product sales. The goal of our<br />

currency management is to safeguard our operating business against fluctuations in<br />

earnings and cash flow due to exchange rate changes on currency markets. This applies to<br />

the U.S. dollar in particular. We use currency forward transactions and currency options to<br />

hedge the currency risk arising from a rise in the euro against the U.S. dollar, which would<br />

lead to more expensive exports to U.S. dollar regions. Interest rate management also aims<br />

to protect Group earnings from negative effects of fluctuations in market interest rates.<br />

The risk of interest rate changes is managed by utilizing primary and derivative financial<br />

instruments, particularly interest rate swaps and currency options, to achieve a ratio of<br />

fixed to variable interest rates based on suitable to cost-risk aspect considerations.<br />

To mitigate these risks, we enter into hedging transactions, in which derivative financial<br />

instruments are also employed. These derivatives are implemented exclusively for<br />

hedging purposes, i.e., only in connection with the corresponding underlying transactions<br />

arising from ordinary business activities that have a risk profile opposite to that of the<br />

hedging transaction. The type and scope of the underlying hedging transactions are<br />

governed in the Group’s binding financial guidelines. Both fixed contractual agreements<br />

as well as planned transactions are hedged.<br />

For a detailed explanation of interest rate and currency management as well as<br />

the use of derivative financial instruments, please see pages 106 to 107 of the notes to the<br />

consolidated financial statements.<br />

Liquidity risks<br />

Central liquidity risk management, which is centered around a Group-wide cash pool, has<br />

been established to control liquidity risks. Degussa has been included in full in RAG Beteiligungs-AG’s<br />

liquidity management since December <strong>2006</strong>. The purpose of the central


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

liquidity risk management system is to ensure that the necessary funds are available on<br />

time and in the required currency to finance the current operational business and to guarantee<br />

that the funds for current and future investments are available to all companies in<br />

the Group. Sufficient credit lines are available for unforeseen liquidity risks, among other<br />

things in the form of a revolving credit facility in the amount of €2.25 billion via RAG<br />

Beteiligungs-AG.<br />

Please see pages 106 to 107 of the notes to the consolidated financial statements for a<br />

detailed portrayal of liquidity risks and the management of these risks.<br />

Risks relating to acquisitions and divestments<br />

The long-term development of the RAG Beteiligungs-Group can be promoted by expanding<br />

individual businesses. Decisions made in this regard are implemented in particular by<br />

taking over suitable companies or by acquiring majority stakes in them. Potential companies<br />

are subjected to an intensive due diligence process in advance of the acquisition.<br />

These investigations center on strategic relevance, management quality, and development<br />

potential. New companies in the portfolio are systematically integrated into the Group<br />

and its existing risk management processes. In connection with value-oriented internal<br />

control processes and portfolio analysis, all operating business units are reviewed on an<br />

ongoing basis to determine their long-term profitability potential and their appropriateness<br />

with respect to Group strategy. The ensuing restructuring and divestment requirements<br />

are consistently and systematically implemented. Subsequent liability and warranty<br />

risks arising from divestments are subject to a systematic post-transaction management<br />

process.<br />

Legal risks<br />

Risks from litigation can never be completely ruled out. Especially in cases of divestment<br />

and acquisition, warranty claims may be made against the RAG Beteiligungs-Group. In its<br />

operating business, the Group is subject to liability risks arising from potential damage<br />

claims in connection with product liability, patents, tax law, competition regulations, cartel<br />

law, and environmental regulations on the one hand and through violation of statutory<br />

requirements on the other. For the controlled handling of such risks, we have developed a<br />

concept involving high quality and security standards. To protect against the financial<br />

consequences of damages that may nonetheless arise, insurance policies have been taken<br />

out to cover property damages, product liability, and other risks. Provisions have been<br />

recognized where necessary.<br />

Personnel risks<br />

The realization of strategic and operational goals in the organizational units depends on<br />

the knowledge and skills of our highly qualified specialists and executives. In order to<br />

secure appropriately qualified employees for future as well as current needs and establish<br />

lasting relationships with these employees, the RAG Beteiligungs-Group offers an<br />

attractive compensation system as well as systematic employee development programs<br />

with a variety of opportunities for professional and personal training and development. In<br />

addition, intensive contacts are maintained with universities and professional associations<br />

for the purpose of recruiting talented junior employees for the Company.<br />

51


52<br />

IT risks<br />

Guidelines and regulations applicable to the entire Company describe in detail how to<br />

handle data and use information systems securely. Internal communications also serve to<br />

sharpen all employees’ focus on the topic of IT security. The latest protection technologies<br />

are employed to guarantee the highest possible levels of data security. Adherence to these<br />

regulations is also expected from external service providers commissioned by the RAG<br />

Beteiligungs-Group.<br />

Other risks<br />

We have made additional preparations in the event of an outbreak of a new influenza<br />

pandemic as feared by the World Health Organization (WHO). Special pandemic plans<br />

have been developed at numerous locations, and their effectiveness has been tested in<br />

trial runs. These plans are continuously updated to reflect the current state of knowledge.<br />

Comprehensive information and training materials have been prepared for employees<br />

and made available on the Intranet, for example.<br />

Overall assessment of the risk position<br />

An assessment of the risk position has found that given the measures implemented as<br />

well as those planned, there are no existing risks that – either individually or in conjunction<br />

with one another – entail any effects that would endanger the existence of the RAG<br />

Beteiligungs-Group or RAG Beteiligungs-AG.<br />

OUTLOOK<br />

Conditions are favorable for a further good performance. The economy in the industrial<br />

nations is rising, and production is still increasing significantly. While the VAT increase and<br />

a flattening out of the world economy have slowed domestic demand in Germany and<br />

weakened exports, rapid improvement in the unemployment rate will positively impact<br />

demand. On the whole, there are numerous opportunities for a sustained upswing in<br />

Germany and a lasting reduction in the number of unemployed persons, driven by an<br />

upturn in the world economy.<br />

We plan to float RAG Beteiligungs-AG on the stock market under its new name as an<br />

integrated industrial enterprise boasting the attractive business areas of Chemicals,<br />

Energy, and Real Estate. In <strong>2006</strong>, we made significant progress toward meeting this goal<br />

thanks to a number of crucial measures and decisions implemented. We intend to fulfill<br />

the remaining legal and organizational requirements for a successful IPO for our Company<br />

during the course of 2007.<br />

With its focus on the Chemicals, Energy, and Real Estate business areas, the RAG<br />

Beteiligungs-Group is well-positioned for the planned stock market flotation. In addition<br />

to innovations and an increase in commitments in the growth regions of Asia and Eastern<br />

Europe on the part of our Chemicals business area, we plan to increase concentration<br />

on high-margin transactions in the Energy and Real Estate business areas and expand our<br />

leading positions in these markets.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Major optimization projects such as Project “Sirius” and “Degussa 2008” are still being<br />

implemented. Project “Sirius” is aimed at lowering administrative costs on a sustained<br />

basis by reducing personnel and materials costs.“Degussa 2008” pursues the primary goal<br />

of becoming even more involved in growth markets, offering customized solutions to<br />

customers in the areas of marketing, sales, and innovation, and further increasing the<br />

company’s competitive position by ensuring state of the art production and a high level<br />

of employee competency.<br />

The Chemicals business area will continue to benefit from the upward trend of<br />

the world economy. Our broad product portfolio, which includes a variety of applications,<br />

customers, and regions, affords us a stable basis for participating in the global upswing.<br />

We anticipate steady organic growth over the next few years from our own innovations as<br />

well as growth in the Asian and Eastern European regions. We will also make investments<br />

to increase our share of businesses with leading market positions, without compromising<br />

our financial objectives or return targets in the process. To optimize our business portfolio,<br />

we will continue to undertake small-scale acquisitions and divestments. Such activities<br />

represent a continuous process of adapting to changing conditions and serve to supplement<br />

our investment activities. We are also aiming to further increase our productivity by<br />

optimizing processes and structures.<br />

In the Energy business area, we began a comprehensive program of capital spending<br />

with the start of construction of Europe’s most modern coal-fired power plant at our<br />

Duisburg-Walsum location. We intend to be a major participant in the high demand for<br />

renewal and replacement at this German power plant park. Together with municipal<br />

utility companies, we are planning to construct another 750 megawatt power generation<br />

unit (“Herne 5” project). Construction is planned to start in the summer of 2008, with commissioning<br />

in the fall of 2011. The technical concept corresponds to that of “Walsum 10,”<br />

though this project will allow decoupling from district heating. Herne 5 will be marketed<br />

to municipal energy supply companies to a large extent. In addition, we intend to take<br />

advantage of opportunities to build power plants and supply energy for industrial enterprises.<br />

For the ROGESA project, which involves construction of an industrial power plant at<br />

the Dillinger Hütte facility in Saarland, a general contractor agreement was concluded<br />

with AE&E Inova. The start of construction is slated for the summer of 2007, with commissioning<br />

in May 2009. Blast furnace gas will be used to fuel the plant, which will have an<br />

installed output of 90 megawatts.<br />

Our Real Estate business area took strategic action in the year under review in preparation<br />

for fiscal 2007. The business area is anticipating a good overall business trend. Our<br />

objectives include increasing our property holdings by purchasing housing companies<br />

and housing inventories. These activities are intended to reinforce our portfolio through<br />

purchases of existing units and new construction projects as well as through investments<br />

in property expansion and conversion and to ensure the future viability of our business.<br />

Activities in the Real Estate business area will focus on selected locations within the Rhine<br />

corridor along with Ruhr area locations offering good perspectives.<br />

53


54<br />

The RAG Beteiligungs-Group has created the basis for positive development by undertaking<br />

extensive optimization and restructuring measures in recent years. In connection<br />

with portfolio optimizations, we disposed of a number of activities during the course of<br />

<strong>2006</strong>, for which reason we anticipate slightly lower sales in 2007.<br />

Transfer of management functions for the industrial activities of the RAG Group from<br />

RAG AG to RAG Beteiligungs-AG as of January 1, 2007 will effect an increase in personnel<br />

expenses in particular for the RAG Beteiligungs-Group. As a consequence, we expect EBIT<br />

to decline in 2007.<br />

A positive free cash flow is anticipated for fiscal 2007. Disposals of Mining Technology<br />

and Gas Distribution activities will contribute to this increase.<br />

In the Energy business area, planned increases in investment activity are expected to<br />

raise capital employed and have a slightly negative effect on overall ROCE.<br />

EVENTS AFTER THE BALANCE SHEET DATE<br />

Cornerstones of agreement on coal mining policy<br />

On February 7, 2007, the “Cornerstones of an Agreement on Coal Mining Policy between<br />

the German Government, the States of North Rhine-Westphalia and Saarland, RAG AG,<br />

and IG BCE” was signed, pursuant to which the German federal government and the states<br />

of North Rhine-Westphalia and Saarland have agreed to end coal mining subsidies by<br />

the end of 2018. The agreement pledges to avoid forced redundancies. In 2012, the German<br />

Bundestag will review the decision to end coal mining subsidies on the basis of a joint<br />

report prepared by the federal government and the state governments of North Rhine-<br />

Westphalia and Saarland. The review will consider aspects of economic viability, energy<br />

supply reliability, and other energy policy objectives.<br />

North Rhine-Westphalia will no longer contribute to the coal mining subsidies<br />

(current production) after 2014. The federal government will be exempted from the obligations<br />

to provide structural aid. RAG AG will provide the state of Saarland with structural<br />

aid in the amount of €100 million.<br />

The goal of the agreement reached is to end subsidized coal mining without having<br />

to resort to operational layoffs. To this end, early retirement plans, which are already<br />

accompanying the ongoing adjustment processes, will be continued until coal mining<br />

operations have ceased.<br />

The German federal government and the states of north Rhine-Westphalia and<br />

Saarland will until 2018 jointly provide the funds necessary to end subsidized coal mining<br />

without forced redundancies on the basis of existing model calculations and the results<br />

of an exert opinion on the costs for coal mine closures, existing environmental damage,<br />

and inherited coal mining liabilities of both limited and unlimited duration. This government<br />

funding is also a prerequisite for the entire equity holdings of RAG AG being used to<br />

finance inherited liabilities of unlimited duration.<br />

The subsidies will be regulated through legislation as well as a framework agreement<br />

between the German government and the states concerned.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

The legislation to be presented by the federal government will stipulate the level of<br />

subsidies to be provided each year by the German government starting in 2009 until the<br />

mines are shut down. In 2007, RAG will receive a grant notice enumerating the subsidies<br />

for mine closures from 2009 until the end of 2012. This new grant notice will continue to<br />

limit subsidies when a certain price on the world market is exceeded (Kappungsgrenze)<br />

and allow for an economic price adjustment clause (Sprechklausel) to avoid underfunding,<br />

as did earlier notices. On the basis of this grant notice, RAG AG will adjust its mining<br />

operations to reflect an expected capacity of 12 million tons in 2012.<br />

To finance inherited liabilities of unliminted duration, the states of North-Rhine<br />

Westphalia and Saarland will make special arrangements with a private law foundation<br />

to be established by RAG in what is known as a “negative legacy” agreement (Erblastenvertrag).<br />

The proceeds from the flotation of the shareholdings of RAG AG will be added to<br />

the “negative legacy” agreement, which will be guaranteed by North-Rhine Westphalia<br />

and Saarland. The federal government will cover one-third of the states’ guarantees.<br />

The financing phase-out requires all current RAG shareholders to sell their shares in<br />

RAG AG to the foundation to be established by RAG for €1 each, without subjecting the<br />

public sector to any detrimental conditions.<br />

Decisions will be made on dissolution of the joint liability arrangement between<br />

RAG’s coal and industrial activities, on the method of realization of RAG Beteiligungs-AG –<br />

most probably through an initial public offering – and on maintaining a minority share in<br />

RAG Beteiligungs-AG’s shareholdings by the foundation, after an expert opinion has been<br />

made available on the value of the shareholdings and realization options.<br />

In our opinion, implementation of these cornerstones will ensure that the funds<br />

provided by the public sector and the realization of RAG Beteiligungs-AG will be sufficient<br />

to finance the phase-out process and to overcome the legacy inherited from RAG AG’s coal<br />

mining operations.<br />

In addition, this offers promising prospects for the RAG industrial enterprise and its<br />

nearly 45,000 employees, which, coupled with the planned public offering, will enable new<br />

growth potential.<br />

Based on the grant notice issued to RAG AG by the public sector approving subsidies<br />

for the years from <strong>2006</strong> to 2008, RAG AG is obligated to transfer funds of €150 million<br />

annually from its holding operations to its coal mining operations. RAG AG will ensure that<br />

in 2007 and 2008, this contribution will be rendered by RAG Beteiligungs-AG.<br />

Essen, March 8, 2007<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

This <strong>Report</strong> contains forward-looking statements that are based management’s current expectations, estimates, and<br />

projections on the basis of the information available at present. These statements are not guarantees of future performance<br />

and involve certain risks, uncertainties, and assumptions, which are difficult to predict. Actual future results and<br />

trends may differ materially from what is forecast in forward-looking statements due to a variety of factors, such as if risks<br />

or uncertainties materialize or assumptions prove incorrect.<br />

55


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Consolidated Financial Statements <strong>2006</strong><br />

of RAG Beteiligungs-AG<br />

(formerly RAG Beteiligungs-GmbH), Essen<br />

Consolidated Financial Statements<br />

58 Income Statement<br />

59 Balance Sheet<br />

60 Statement of Changes in Equity<br />

62 Cash Flow Statement<br />

63 Notes to the Consolidated Financial Statements<br />

64 Segment <strong>Report</strong>ing<br />

66 Basis of Presentation<br />

66 New Financial <strong>Report</strong>ing Standards<br />

68 Adjustments of Previous Years’ Figures<br />

69 Scope of Consolidation<br />

70 Principles of Consolidation<br />

71 Currency Translation<br />

72 Accounting Policies<br />

81 Notes to the Non-Current Assets Held for<br />

Sale and Discontinued Operations<br />

84 Notes to the Income Statement<br />

89 Notes to the Balance Sheet<br />

108 Notes to the Cash Flow Statement<br />

109 Notes to the Segment <strong>Report</strong><br />

113 Other Disclosures<br />

116 Disclosures in Accordance with National Requirements<br />

Other Information<br />

117 Auditor’s <strong>Report</strong><br />

118 <strong>Report</strong> of the Supervisory Board<br />

120 Corporate Bodies and Offices Held<br />

124 Major Shareholdings<br />

57


58<br />

Consolidated Income Statement<br />

RAG Beteiligungs-AG<br />

for the year ended December 31, <strong>2006</strong><br />

€ million Note <strong>2006</strong> 2005<br />

Sales (3) 14,793.4 14,181.1<br />

Changes in inventories of finished goods and work in progress – 92.4 – 12.7<br />

Other own work capitalized 78.1 93.7<br />

Other operating income (4) 1,092.8 1,243.3<br />

Raw materials and consumables used (5) 7,740.8 7,360.3<br />

Personnel expense (6) 3,079.0 2,984.9<br />

Depreciation, amortization, and impairment losses (7) 1,508.4 1,307.8<br />

Other operating expenses (8) 3,086.6 3,249.5<br />

Profit before financial result and income tax expense (continuing operations) + 457.1 + 602.9<br />

Interest income (9) 145.4 78.4<br />

Interest expense (9) 624.2 503.2<br />

Result from investments accounted for using the equity method (10) + 50.0 + 70.1<br />

Other financial result (11) + 24.6 + 10.9<br />

Financial result – 404.2 – 343.8<br />

Profit before tax (continuing operations) + 52.9 + 259.1<br />

Income tax expense (12) 10.3 182.6<br />

Profit after tax (continuing operations) + 42.6 + 76.5<br />

Profit after tax (discontinued operations) (2) + 1,108.9 + 211.5<br />

Profit after tax<br />

thereof attributable to:<br />

+ 1,151.5 + 288.0<br />

Minority interests + 106.2 + 92.9<br />

Equity holders of RAG Beteiligungs-AG (net income) + 1,045.3 + 195.1<br />

Earnings per share (basic and diluted) in € (31) + 2.24 + 0.42


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Consolidated Balance Sheet<br />

RAG Beteiligungs-AG<br />

as of December 31, <strong>2006</strong><br />

Corporate Bodies<br />

Major Shareholdings<br />

€ million Note Dec. 31, <strong>2006</strong> Dec. 31, 2005<br />

Intangible assets (13) 4,483.0 4,118.7<br />

Property, plant, and equipment (14) 5,605.3 6,630.9<br />

Investment properties (15) 1,630.5 1,656.7<br />

Investments accounted for using the equity method (16) 279.4 414.7<br />

Financial assets (16) 1,639.1 1,867.5<br />

Deferred tax assets (24) 496.7 1,086.2<br />

Other receivables (18) 106.6 85.2<br />

Non-current assets 14,240.6 15,859.9<br />

Inventories (17) 1,899.0 2,510.1<br />

Current tax assets (24) 95.0 96.9<br />

Trade receivables (18) 2,354.1 3,229.7<br />

Other receivables (18) 410.6 525.5<br />

Financial assets (16) 285.1 229.3<br />

Cash and cash equivalents (27) 444.3 400.9<br />

Non-current assets held for sale and disposal groups (1) 1,314.6 898.1<br />

Current assets 6,802.7 7,890.5<br />

Total assets 21,043.3 23,750.4<br />

€ million Note Dec. 31, <strong>2006</strong> Dec. 31, 2005<br />

Issued capital 466.0 466.0<br />

Reserves 3,404.6 2,766.0<br />

Equity attributable to equity holders of RAG Beteiligungs-AG 3,870.6 3,232.0<br />

Minority interests 449.2 2,017.3<br />

Equity (19) 4,319.8 5,249.3<br />

Provisions for pensions and similar obligations (20) 4,070.3 4,300.7<br />

Other provisions (21) 1,270.9 1,339.2<br />

Deferred tax liabilities (24) 961.4 1,494.3<br />

Current tax liabilities (24) 112.1 100.9<br />

Financial liabilities (22) 3,571.9 3,676.3<br />

Other payables (23) 182.7 211.2<br />

Non-current liabilities 10,169.3 11,122.6<br />

Other provisions (21) 1,310.0 1,752.6<br />

Current tax liabilities (24) 226.1 304.4<br />

Financial liabilities (22) 2,306.7 2,373.3<br />

Trade payables (23) 1,264.8 1,821.7<br />

Other payables (23) 588.9 874.4<br />

Liabilities of disposal groups (1) 857.7 252.1<br />

Current liabilities 6,554.2 7,378.5<br />

Total equity and liabilities 21,043.3 23,750.4<br />

59


60<br />

Consolidated Statement of Changes in Equity<br />

RAG Beteiligungs-AG<br />

as of December 31, <strong>2006</strong><br />

€ million Note (19)<br />

Issued<br />

capital<br />

Balance as of January 1, 2005 466.0<br />

Capital increase/reduction<br />

Dividends<br />

Transactions with equity holders<br />

Profit after tax<br />

Other comprehensive income/loss (OCI)<br />

Total income recognized in equity<br />

Other changes<br />

Balance as of December 31, 2005 466.0<br />

Capital increase/reduction<br />

Dividends<br />

Transactions with equity holders<br />

Profit after tax<br />

Other comprehensive income/loss (OCI)<br />

Total income recognized in equity<br />

Other changes<br />

Balance as of December 31, <strong>2006</strong> 466.0


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Reserves Equity Minority Equity<br />

Capital Accumulated Accumulated other comprehensive income/loss (OCI) attributable interests<br />

reserve profits to equity<br />

Availablefor-sale-<br />

Cash flow<br />

Revaluation<br />

reserve for<br />

successive<br />

Currency<br />

translation<br />

holders of<br />

RAG Beteili-<br />

gungs-AG<br />

securities hedges acquisitions adjustment<br />

722.5 1,859.6 17.0 46.1 31.5 – 139.9 3,002.8 1,966.6 4,969.4<br />

0.0 4.2 4.2<br />

– 69.8 – 69.8 – 183.1 – 252.9<br />

– 69.8 – 69.8 – 178.9 – 248.7<br />

195.1 195.1 92.9 288.0<br />

– 0.1 – 30.5 10.6 143.2 123.2 110.9 234.1<br />

195.1 – 0.1 – 30.5 10.6 143.2 318.3 203.8 522.1<br />

0.1 – 1.0 – 3.4 – 2.0 – 13.0 – 19.3 25.8 6.5<br />

722.6 1,983.9 13.5 15.6 40.1 – 9.7 3,232.0 2,017.3 5,249.3<br />

0.0 12.3 12.3<br />

– 235.0 – 235.0 – 73.0 – 308.0<br />

– 235.0 – 235.0 – 60.7 – 295.7<br />

1,045.3 1,045.3 106.2 1,151.5<br />

5.3 27.1 – 197.5 – 165.1 – 29.8 – 194.9<br />

1,045.3 5.3 27.1 0.0 – 197.5 880.2 76.4 956.6<br />

– 0.3 – 8.3 10.8 1.8 – 2.0 – 8.6 – 6.6 – 1,583.8 – 1,590.4<br />

722.3 2,785.9 29.6 44.5 38.1 – 215.8 3,870.6 449.2 4,319.8<br />

61


62<br />

Consolidated Cash Flow Statement<br />

RAG Beteiligungs-AG<br />

for the year ended December 31, <strong>2006</strong><br />

€ million Note <strong>2006</strong> 2005<br />

Profit before financial result and tax (continuing operations) + 457.1 + 602.9<br />

+/– depreciation, amortization, impairment losses/reversal of impairment losses + 1,460.8 + 1,240.0<br />

–/+ gains/losses on disposal of non-current assets – 131.4 – 251.5<br />

–/+ change in inventories – 78.9 – 113.3<br />

–/+ change in receivables and other assets + 482.7 – 65.5<br />

+/– change in provisions – 376.0 – 369.5<br />

+/– change in liabilities (excl. financial liabilities) – 389.7 + 479.3<br />

– interest paid – 225.2 – 316.3<br />

+ interest received + 58.1 + 41.1<br />

+ dividends received + 25.3 + 60.5<br />

– income taxes paid – 184.9 – 161.1<br />

Cash flow from operating activities (continuing operations) (25) + 1,097.9 + 1,146.6<br />

Intangible assets; property, plant and equipment; investment properties<br />

– cash payments for investments – 994.7 – 1,092.9<br />

+ cash receipts from disposals + 262.3 + 321.6<br />

Acquisitions, investments and loans<br />

– cash payments for investments – 3,535.8 – 174.3<br />

+ cash receipts from disposals + 3,524.0 + 458.2<br />

–/+ change in current securities and deposits + 11.2 + 35.5<br />

Cash flow from investing activities (continuing operations) (26) – 733.0 – 451.9<br />

+/– cash receipts/cash payments relating to capital contributions + 12.3 + 4.2<br />

– cash payments to minority interests – 73.0 – 183.1<br />

–/+ profit transfer of the previous year/dividends paid 1) – 69.8 – 98.6<br />

+ increase in financial liabilities + 4,552.3 + 1,935.2<br />

– repayment of financial liabilities – 4,654.0 – 2,447.9<br />

Cash flow from financing activities (continuing operations) – 232.2 – 790.2<br />

Change in cash and cash equivalents (continuing operations) + 132.7 – 95.5<br />

Cash and cash equivalents as of January 1 (total) 400.9 473.8<br />

– cash and cash equivalents as of January 1 (discontinued operations) – 92.7 – 67.8<br />

Cash and cash equivalents as of January 1 (continuing operations) 308.2 406.0<br />

+/– change in cash and cash equivalents (continuing operations) + 132.7 – 95.5<br />

+/– effect of exchange rates and other changes in cash and cash equivalents + 3.4 – 2.3<br />

Cash and cash equivalents as of December 31 (continuing operations) + 444.3 + 308.2<br />

+ cash and cash equivalents as of December 31 (discontinued operations) – + 92.7<br />

Cash and cash equivalents as of December 31 (as reported on the balance sheet) (27) 444.3 400.9<br />

1) Profit transfer/dividends paid without tax charge (stand-alone) – 102.3 – 98.6


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Notes to the Consolidated Financial Statements<br />

RAG Beteiligungs-Group <strong>2006</strong><br />

63


64<br />

Consolidated Segment <strong>Report</strong>ing<br />

RAG Beteiligungs-Group<br />

for the year ended December 31, <strong>2006</strong><br />

Business segments Note (28)<br />

Technology Specialties Consumer Solutions Specialty Materials<br />

€ million <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

External sales 4,806.1 4,264.3 2,453.0 2,239.9 2,838.9 2,531.6<br />

Intersegment sales 335.5 301.1 83.9 82.5 37.3 45.1<br />

Total sales<br />

Result from investments accounted for using<br />

5,141.6 4,565.4 2,536.9 2,322.4 2,876.2 2,576.7<br />

the equity method 11.7 9.9 21.5 19.1 6.7 9.7<br />

Investments accounted for using the equity method 112.7 109.0 69.2 71.1 48.9 43.9<br />

EBITDA1) 829.4 695.9 373.9 249.1 454.9 425.7<br />

EBIT2) 460.4 309.3 190.9 70.6 249.9 234.4<br />

Capital employed (as of Dec. 31) 3,886.0 4,212.3 2,161.1 2,144.4 2,660.5 2,670.0<br />

ROCE (in %) 11.8 7.3 8.8 3.3 9.4 8.8<br />

EBITDA margin (in %) 17.3 16.3 15.2 11.1 16.0 16.8<br />

Capital expenditures 227.0 237.8 160.1 231.5 170.0 206.2<br />

Depreciation and amortization 341.7 360.6 181.3 158.5 204.2 189.6<br />

Other significant non-cash expenses 717.8 716.7 228.1 143.0 261.7 230.4<br />

Segment result – 37.9 94.3 98.4 39.4 175.2 279.0<br />

Segment assets 4,908.0 5,915.1 2,574.0 2,839.0 3,137.7 3,132.9<br />

Segment liabilities 1,981.0 1,997.2 712.6 745.7 1,176.9 1,157.3<br />

1) Adjusted for non-operating items of – €272.2 million (2005: – €143.2 million), cf. Note (30)<br />

2) Adjusted for non-operating items of – €701.9 million (2005: – €424.3 million), cf. Note (30)<br />

Geographical segments (regions) Note (29)<br />

Germany Rest of Europe<br />

€ million <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Sales 5,941.0 5,896.2 3,788.5 3,596.2<br />

Segment assets 11,666.3 11,291.6 1,231.0 1,923.3<br />

Capital expenditures 647.1 700.2 83.9 194.2


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Energy Energy Real Estate Other, Group<br />

incl. Coal Trading excl. Coal Trading consolidation (continuing operations)<br />

<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

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<br />

163.3 207.7 27.9 27.3 3.3 3.7 – 623.3 – 640.1 0.0 0.0<br />

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<br />

9.7 19.2 7.8 10.7 0.0 0.0 0.4 12.2 50.0 70.1<br />

50.1 58.1 50.1 46.0 0.0 0.0 – 1.5 132.6 279.4 414.7<br />

495.2 509.4 458.0 465.8 154.7 172.5 – 28.0 54.6 2,280.1 2,107.2<br />

392.8 411.3 357.5 377.8 111.9 129.9 – 172.3 – 47.3 1,233.6 1,108.2<br />

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<br />

15.9 15.5 14.8 14.7 6.5 7.7 8.8 7.8<br />

19.2 18.4 26.3 26.0 43.8 47.8 15.4 14.9<br />

229.2 270.3 228.2 261.5 77.5 110.8 94.7 137.3 958.5 1,193.9<br />

87.5 92.9 85.7 85.0 47.4 46.9 111.6 131.1 973.7 979.6<br />

263.2 442.5 211.6 386.6 135.9 59.8 899.5 1,161.0 2,506.2 2,753.4<br />

421.5 428.9 382.6 370.8 66.0 137.5 – 266.1 – 376.2 457.1 602.9<br />

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<br />

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<br />

North America Asia Central and Other, Group<br />

South America consolidation (continuing operations)<br />

<strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

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<br />

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<br />

92.7 74.4 108.1 212.9 24.9 7.8 1.8 4.4 958.5 1,193.9<br />

65


66<br />

BASIS OF PRESENTATION<br />

RAG Beteiligungs-AG (formerly RAG Beteiligungs-GmbH) was<br />

established on October 11, <strong>2006</strong> by means of a reorganization<br />

through a change of the legal form. RAG Beteiligungs-AG, a stock<br />

corporation as defined by German law, is a direct subsidiary of<br />

RAG Aktiengesellschaft, Essen. A control and profit and loss transfer<br />

agreement has been concluded between RAG Aktiengesellschaft<br />

(“RAG”) as the sole equity holder and RAG Beteiligungs-AG.<br />

RAG Beteiligungs-AG and its subsidiaries are included in the consolidated<br />

financial statements of RAG Aktiengesellschaft, which<br />

are published in the electronic Federal Gazette (elektronischer<br />

Bundesanzeiger).<br />

The registered offices of RAG Beteiligungs-AG are located at<br />

Rellinghauser Strasse 1 – 11, Essen, Germany. The Company is<br />

entered in the Commercial Register of the Local Court of Essen<br />

under No. 19474 (formerly Local Court of Essen, No. 5398). The<br />

business activities of the Company are described under “Notes to<br />

Segment <strong>Report</strong>ing.”<br />

These consolidated financial statements of RAG Beteiligungs-AG<br />

were prepared on a voluntary basis. As permitted by<br />

Section 315a (3) of the German Commercial Code (HGB), the<br />

consolidated financial statements have been prepared in accordance<br />

with International Financial <strong>Report</strong>ing Standards (IFRS)<br />

and comply with these standards. The IFRSs comprise the standards<br />

(International Financial <strong>Report</strong>ing Standards and International<br />

Accounting Standards) approved by the International<br />

Accounting Standards Board (IASB), London, and the interpretations<br />

of the International Financial <strong>Report</strong>ing Interpretations<br />

Committee (previously known as the Standing Interpretations<br />

Committee) as adopted by the EU. Additional disclosures were<br />

made under national requirements pursuant to Section 315a (1)<br />

of the German Commercial Code (HGB).<br />

These consolidated financial statements cover the fiscal<br />

year from January 1 to December 31, <strong>2006</strong> and have been prepared<br />

in euros. All amounts are quoted in millions of euros (€ million),<br />

unless stated otherwise.<br />

NEW FINANCIAL REPORTING STANDARDS<br />

Financial reporting standards that have already taken<br />

effect<br />

The IASB has revised or newly issued various standards and interpretations<br />

that are first required to be applied in fiscal <strong>2006</strong>.<br />

RAG Beteiligungs-AG elected for early application of interpretation<br />

IFRIC 4 “Determining whether an Arrangement contains<br />

a Lease” before this standard took effect as of January 1, <strong>2006</strong>.<br />

The following standards and interpretations are required to<br />

be applied for the first time in fiscal <strong>2006</strong>:<br />

IFRS 6 “Exploration for and Evaluation of Mineral Resources;”<br />

Amendment to IAS 19 “Employee Benefits: Actuarial Gains and<br />

Losses, Group Plans and Disclosures;”<br />

Amendment to IAS 21 “The Effects of Changes in Foreign<br />

Exchange Rates: Net Investment in a Foreign Operation;”<br />

Amendments to IAS 39 “Financial Instruments: The Fair Value<br />

Option;”“Financial Instruments: Cash Flow Hedge Accounting of<br />

Forecast Intragroup Transactions;”<br />

Amendments to IAS 39/IFRS 4 “Financial Instruments/<br />

Insurance Contracts: Financial Guarantee Contracts;”<br />

Amendment to IFRS 1/IFRS 6 “First-Time Adoption of<br />

IFRS/Exploration for and Evaluation of Mineral Resources;”<br />

IFRIC 5 “Rights to Interests arising from Decommissioning,<br />

Restorations and Environmental Rehabilitation Funds;”<br />

IFRIC 6 “Liabilities arising from Participating in a Specific<br />

Market – Waste Electrical and Electronic Equipment.”<br />

None of the financial reporting standards applied for the<br />

first time in fiscal <strong>2006</strong> had a material impact on the consolidated<br />

financial statements of RAG Beteiligungs-AG.<br />

Financial reporting standards not applied early<br />

The IASB adopted other financial reporting standards that were<br />

not yet required to be applied in fiscal <strong>2006</strong> and which RAG<br />

Beteiligungs-AG did not apply voluntarily before they took effect.<br />

In addition, the application of these new financial reporting<br />

standards requires their adoption by the European Union in its<br />

endorsement procedure:<br />

IFRS 7 “Financial Instruments: Disclosures;”<br />

IFRS 8 “Operating Segments;”<br />

Amendment to IAS 1 “Presentation of Financial Statements:<br />

Capital Disclosures;”<br />

IFRIC 7 “Applying the Restatement Approach under IAS 29<br />

Financial <strong>Report</strong>ing in Hyperinflationary Economies;”<br />

IFRIC 8 “Scope of IFRS 2;”<br />

IFRIC 9 “Reassessment of Embedded Derivatives;”<br />

IFRIC 10 “Interim Financial <strong>Report</strong>ing and Impairment;”<br />

IFRIC 11 “IFRS 2 – Group and Treasury Share Transactions;”<br />

IFRIC 12 “Service Concession Arrangements.”<br />

These (revised) standards and interpretations will be<br />

applied – insofar as relevant to the consolidated financial<br />

statements of RAG Beteiligungs-AG – for the first time on their<br />

effective dates.<br />

IFRS 7 introduces additional disclosure requirements with<br />

regard to financial instruments, requiring both qualitative and


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

quantitative disclosures related to the risk exposure resulting<br />

from financial instruments and management’s policies for diversifying<br />

such risks. The new standard replaces IAS 30, which is only<br />

required to be applied by financial institutions, as well as the<br />

existing disclosure requirements set out in IAS 32. The standard<br />

must be applied for fiscal years beginning on or after January 1,<br />

2007. Earlier application is encouraged. IFRS 7 will have consequences<br />

on the extent of reporting on financial instruments in<br />

the consolidated financial statements of RAG Beteiligungs-AG.<br />

IFRS 8 governs the disclosures related to business segments,<br />

products and services, and regions as well as customer relationships<br />

of the reporting entity. It replaces IAS 14. In accordance with<br />

IFRS 8, the structure of segment reporting must correspond to<br />

the internal structure that governs the reporting to key decisionmakers<br />

of the company (management approach). In contrast,<br />

IAS 14 prescribes that segment reporting must be structured in<br />

accordance with the source and nature of a company’s risks and<br />

rewards (risks and rewards approach). The standard must be<br />

applied for fiscal years beginning on or after January 1, 2009.<br />

Earlier application is permitted. IFRS 8 will have consequences on<br />

the type and extent of segment disclosures in segment reporting<br />

included the consolidated financial statements of RAG Beteiligungs-AG.<br />

The amendments to IAS 1 expand disclosure requirements<br />

to include information on the “economic” capital of an entity and<br />

the control of this capital by management. The amendments to<br />

IAS 1 must be applied for fiscal years beginning on or after January<br />

1, 2007. Earlier application is encouraged. The amendment will<br />

not have a material impact on the consolidated financial statements<br />

of RAG Beteiligungs-AG.<br />

IFRIC 7 contains instructions for applying IAS 29 when<br />

hyperinflation is identified for the first time. Accordingly, IAS 29<br />

should be applied as though it had always been applied. The<br />

interpretation must be applied for fiscal years beginning on or<br />

after March 1, <strong>2006</strong>. Earlier application is encouraged. This interpretation<br />

is not currently relevant to the consolidated financial<br />

statements of RAG Beteiligungs-AG.<br />

IFRIC 8 stipulates that IFRS 2 also extends to those transactions<br />

in which the reporting entity receives no compensation<br />

or no equivalent compensation. This also relates to transactions<br />

in which the entity cannot clearly identify the goods or services<br />

received. The interpretation must be applied for fiscal years<br />

beginning on or after May 1, <strong>2006</strong>. Earlier application is encouraged.<br />

The interpretation does not affect the consolidated<br />

financial statements of RAG Beteiligungs-AG.<br />

IFRIC 9 governs the time of the assessment as to whether<br />

an embedded derivative should be separated from the host<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

contract and reported separately in the financial statements as a<br />

stand-alone derivative. Subsequent reassessment of a contract<br />

is prohibited unless there is a change in the terms of the original<br />

contract that significantly modifies cash flows. The interpretation<br />

must be applied for fiscal years beginning on or after June 1,<br />

<strong>2006</strong>. Earlier application is encouraged. The effects of the interpretation<br />

on the consolidated financial statements of RAG<br />

Beteiligungs-AG are currently being reviewed.<br />

IFRIC 10 relates to provisions included in IAS 34, IAS 36, and<br />

IAS 39 on the reversal of impairment losses recognized for goodwill<br />

and certain financial assets. IFRIC 10 concludes that an entity<br />

shall not reverse an impairment loss recognized in a previous<br />

interim period, if the reasons for such impairment have ceased<br />

to exist by the reporting date of the related annual financial<br />

statements. The interpretation must be applied for fiscal years<br />

beginning on or after November 1, <strong>2006</strong>. Earlier application is<br />

encouraged. The interpretation currently does not affect the<br />

consolidated financial statements of RAG Beteiligungs-AG.<br />

IFRIC 11 provides guidance on questions as to how IFRS 2<br />

should be applied to agreements on share-based payments in<br />

which the entity grants equity instruments of the relevant<br />

company itself or equity instruments of other group companies.<br />

The interpretation stipulates that, in the event a company grants<br />

its own equity instruments, such equity instruments should be<br />

accounted for as equity-settled transactions, regardless of the<br />

method in which the company acquires these equity instruments.<br />

In addition, the interpretation contains provisions governing<br />

when a share-based payment of a group company that grants<br />

equity instruments of the parent company for the purpose of<br />

receiving goods and services should be accounted for as cashsettled<br />

transactions and when these are considered equitysettled<br />

transactions. The interpretation must be applied for fiscal<br />

years beginning on or after March 1, 2007. Earlier application is<br />

permitted. This interpretation is not currently relevant to the<br />

consolidated financial statements of RAG Beteiligungs-AG.<br />

IFRIC 12 governs the accounting treatment of service<br />

concession agreements entered into by companies that offer<br />

public services – such as the building, operation and maintenance<br />

of roads, airports, prisons or energy distribution infrastructures –<br />

on behalf of local authorities. The interpretation must be applied<br />

for fiscal years beginning on or after January 1, 2008. Earlier application<br />

is permitted. The effects of the interpretation on the consolidated<br />

financial statements of RAG Beteiligungs-AG are currently<br />

being reviewed.<br />

67


68<br />

ADJUSTMENTS OF PREVIOUS YEARS’ FIGURES<br />

If the criteria for classification as a discontinued operation are<br />

met in accordance with IFRS 5 “Non-current Assets Held for Sale<br />

and Discontinued Operations,” such discontinued operation must<br />

be presented separately from the continuing operations in the<br />

income statement. The amounts presented for this discontinued<br />

operation for prior periods should be adjusted accordingly.<br />

In fiscal year <strong>2006</strong>, RAG Beteiligungs-AG classified the<br />

Construction Chemicals, Gas Distribution, and Mining Technology<br />

activities as discontinued operations for the first time. Food<br />

Ingredients had been classified as a discontinued operation in<br />

fiscal 2005 (see Item 2 of these Notes). Therefore, only the prior<br />

year figures for Construction Chemicals, Gas Distribution, and<br />

Mining Technology had to be adjusted in the income statement:<br />

Income statement Dec. 31, 05 Change IFRS 5 Dec. 31, 05<br />

published Construc- Gas Mining adjusted<br />

tion Distri- Tech-<br />

€ million Chemicals bution nology<br />

Sales 18,060.7 – 1,967.2 – 1,158.3 – 754.1 14,181.1<br />

Changes in inventories of finished goods and work in progress + 51.5 – 18.7 – 0.1 – 45.4 – 12.7<br />

Other own work capitalized 93.8 – 0.1 93.7<br />

Other operating income 1,303.3 – 46.4 + 15.8 – 29.4 1,243.3<br />

Raw materials and consumables used 9,872.4 – 924.9 – 1,104.8 – 482.4 7,360.3<br />

Personnel expense 3,573.7 – 397.9 – 11.1 – 179.8 2,984.9<br />

Depreciation, amortization and impairment losses 1,413.7 – 81.4 – 8.2 – 16.3 1,307.8<br />

Other operating expenses 3,802.8 – 445.4 – 13.2 – 94.7 3,249.5<br />

Interest income 95.3 – 12.8 – 2.2 – 1.9 78.4<br />

Interest expense 546.7 – 35.0 – 3.1 – 5.4 503.2<br />

Result from investments accounted for using the equity method + 94.6 – 24.5 + 70.1<br />

Other financial result + 15.8 – 4.9 + 10.9<br />

Income tax expense 199.1 + 9.2 – 7.8 – 17.9 182.6<br />

Profit/loss after tax (continuing operations) + 306.6 – 169.8 – 26.0 – 34.3 + 76.5<br />

Profit/loss after tax (discontinued operations) – 18.6 + 169.8 + 26.0 + 34.3 + 211.5<br />

Profit/loss after tax + 288.0 + 0.0 + 0.0 + 0.0 + 288.0<br />

thereof attributable to:<br />

Minority interests + 92.9 + 92.9<br />

Equity holders of RAG Beteiligungs-AG (net income) + 195.1 + 195.1<br />

Cash flow in the cash flow statement for the previous year<br />

was also adjusted retroactively due to first-time application of<br />

IFRS 5.<br />

Cash flow statement Dec. 31, 05 Change IFRS 5 Dec. 31, 05<br />

published Construc- Gas Mining adjusted<br />

tion Distri- Tech-<br />

€ million Chemicals bution nology<br />

Cash flow from operating activities + 1,386.2 – 120.0 – 42.7 – 76.9 + 1,146.6<br />

Cash flow from investing activities – 523.1 + 44.0 + 14.0 + 13.2 – 451.9<br />

Cash flow from financing activities<br />

Change in cash and cash equivalents<br />

– 916.2 + 65.0 + 25.8 + 35.2 – 790.2<br />

(continuing operations) – 53.1 – 11.0 – 2.9 – 28.5 – 95.5


SCOPE OF CONSOLIDATION<br />

ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Information on the group of consolidated companies<br />

In addition to RAG Beteiligungs-AG, the consolidated financial<br />

statements include all significant German and foreign subsidiaries<br />

directly or indirectly controlled by RAG Beteiligungs-AG.<br />

Significant associates and joint ventures are accounted for using<br />

the equity method if significant influence can be exercised. Firsttime<br />

consolidation or deconsolidation is always carried out as of<br />

the date of acquisition or loss of control.<br />

All of the main subsidiaries included in the consolidated<br />

financial statements, and the enterprises accounted for using the<br />

equity method, are listed after the independent auditors’ report.<br />

The group of consolidated companies of RAG Beteiligungs-<br />

AG comprised a total of 326 (2005: 505) fully-consolidated companies<br />

as of the balance sheet date. A total of 26 (2005: 31) companies<br />

were accounted for under the equity method.<br />

Number of <strong>2006</strong> 2005<br />

Consolidated companies<br />

RAG Beteiligungs-AG and fully<br />

consolidated subsidiaries:<br />

Germany 135 174<br />

International<br />

Investments accounted for using<br />

the equity method:<br />

191 331<br />

Germany 16 18<br />

International 10 13<br />

352 536<br />

In the year under review, 10 German subsidiaries and 12<br />

foreign subsidiaries were consolidated for the first time. A total<br />

of 167 subsidiaries, 133 of which were foreign, were sold. A total of<br />

21 subsidiaries, 9 of which were foreign, were merged. A further<br />

13 subsidiaries, 10 of which were foreign, left the group of consolidated<br />

companies.<br />

In addition, 3 associated German companies and one<br />

foreign associated company were accounted for using the equity<br />

method for the first time. One foreign associated company was<br />

sold. One additional foreign associated company was merged.<br />

Another 7 associated companies, 2 of which were foreign, were no<br />

longer accounted for using the equity method.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Purchases and sales of investments in subsidiaries<br />

The following significant investments or increases in investments<br />

in subsidiaries are worthy of mention:<br />

The term for acceptance of the voluntary public partial<br />

acquisition offer made by RAG Projektgesellschaft to the shareholders<br />

of Degussa AG (“Degussa”), Düsseldorf, for purchase of<br />

their shares at a price of €42 per share ran from January 27 to<br />

February 27, <strong>2006</strong>. A total of 2.19 percent of the Degussa shares<br />

were acquired in connection with this offer. Additional Degussa<br />

shares were acquired outside of the offer, in particular the<br />

Degussa shares held by E.ON AG (E.ON), Düsseldorf, (42.86 percent),<br />

which were acquired at a price of €31.50 per share. The<br />

stake in Degussa held directly or indirectly by RAG Projektgesellschaft<br />

mbH exceeded the threshold of 95 percent required to<br />

initiate a shareholder squeeze-out. On May 29, <strong>2006</strong>, the Degussa<br />

Shareholders’ Meeting resolved to squeeze out the remaining<br />

minority shareholders on the request of RAG Projektgesellschaft<br />

mbH and consented to concluding a control and profit and<br />

loss transfer agreement with RAG Projektgesellschaft mbH. The<br />

full acquisition of Degussa was finalized upon registration of<br />

the squeeze-out resolution in the Commercial Register on September<br />

14, <strong>2006</strong>. The minority shareholders were granted a cash<br />

compensation amounting to €45.11 per share. Even the shareholders<br />

who had previously tendered their shares within the context<br />

of the public purchase offer received €45.11 per tendered<br />

Degussa share, taking into account amounts already received. A<br />

total of €3,436.8 million was paid for the Degussa shares in<br />

<strong>2006</strong>. After deducting the acquired minority interests of €1,611.5<br />

million, goodwill was capitalized in an amount of €1,825.3 million.<br />

The consideration agreed for further investments or<br />

increases in investments totaled €67.5 million.<br />

69


70<br />

The combined effect of the investments or increases in<br />

investments in subsidiaries on the balance sheet at the time of<br />

initial consolidation was as follows:<br />

Fair<br />

value Carrying<br />

€ million amount amount<br />

Non-current assets<br />

Current assets (excluding cash<br />

55.1 54.7<br />

and cash equivalents) 23.5 23.5<br />

Cash and cash equivalents 14.8 14.8<br />

Non-current liabilities 5.8 0.8<br />

Current liabilities 47.9 47.6<br />

Contingent liabilities 0.0<br />

Net assets 39.7 44.6<br />

Goodwill/negative goodwill 1,856.8<br />

Minority interests 1,607.8<br />

Cost (purchase price) 3,504.3<br />

The following significant sales of investments in subsidiaries<br />

should be noted:<br />

In February, RAG Beteiligungs-AG sold its Construction<br />

Chemicals activities to BASF Aktiengesellschaft, Ludwigshafen,<br />

for a net purchase price of €2.2 billion at a transaction value<br />

(including liabilities assumed) of more than €2.8 billion. The<br />

transaction was executed in July <strong>2006</strong>. The effect of the disposal<br />

of the Construction Chemicals on the balance sheet at the time<br />

of deconsolidation was as follows:<br />

€ million<br />

Non-current assets<br />

Current assets<br />

1,388.7<br />

(excluding cash and cash equivalents) 794.7<br />

Cash and cash equivalents 77.2<br />

Non-current liabilities 236.8<br />

Current liabilities 360.9<br />

In March <strong>2006</strong>, negotiations related to the sale of the<br />

Water Chemicals activities, which belonged to the Consumer<br />

Solutions segment, to the U.S. company Ashland Inc. were<br />

concluded successfully. The purchase price, including liabilities<br />

assumed, amounted to €120 million. The transaction was completed<br />

in the second quarter.<br />

In April <strong>2006</strong>, the sale of the former Food Ingredients<br />

business to the U.S. company Cargill was completed after the<br />

anti-trust authorities had granted their approval. The sales<br />

agreement, in which a purchase price of €540 million was agreed<br />

upon, had been signed in September 2005.<br />

In June <strong>2006</strong>, RAG Beteiligungs-AG (Technology Specialties<br />

segment) and Gilead Sciences, Inc., Foster City, California, USA,<br />

signed an agreement for the sale of Raylo Chemicals Inc., Canada.<br />

The gross purchase price amounted to €115 million. The business<br />

sold comprised the activities related to the exclusive synthesis<br />

of active ingredients and primary products of active ingredients<br />

for the pharmaceutical and bio-pharmaceutical industry. The<br />

transaction was completed in November <strong>2006</strong>, and the company<br />

was subsequently deconsolidated.<br />

In addition to the disposals mentioned above, Oxxynova<br />

GmbH & Co. KG, Marl, RIAG Gebäudemanagement GmbH, Dortmund,<br />

the STEAG HamaTech Group, and the Industrial Chemicals<br />

business were also sold in <strong>2006</strong>.<br />

The effect of the disposals of these subsidiaries on the<br />

balance sheet at the time of deconsolidation was as follows:<br />

€ million<br />

Non-current assets<br />

Current assets<br />

1,560.6<br />

(excluding cash and cash equivalents) 1,919.0<br />

Cash and cash equivalents 97.6<br />

Non-current liabilities 278.9<br />

Current liabilities 638.9<br />

PRINCIPLES OF CONSOLIDATION<br />

The financial statements of the German and foreign subsidiaries<br />

included in the consolidated financial statements have been<br />

prepared in accordance with uniform accounting policies.<br />

At the time of acquisition, equity is consolidated by offsetting<br />

the proportionately remeasured equity of the subsidiary<br />

against the investment carrying amount. The assets, liabilities,<br />

and contingent liabilities of the subsidiaries are therefore recognized<br />

at fair value. If shares are already held in a subsidiary prior<br />

to the transfer of control, the fair values of the assets, liabilities,<br />

and contingent liabilities may change depending on the timing<br />

of the pro-rated acquisition. Any change relating to the shares<br />

previously held is to be taken into account as a revaluation and<br />

recognized in the revaluation reserve as a special component of<br />

equity. The excess of the purchase price over the fair value of net<br />

assets acquired is reported on the balance sheet as goodwill.<br />

Negative goodwill is recognized immediately in income. Any


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

residual goodwill is recognized in the calculation of net disposal<br />

income as part of deconsolidation.<br />

To the extent that additional shares in an already fullyconsolidated<br />

company are acquired, the costs of acquiring such<br />

additional shares are offset against the related minority interests.<br />

Any remaining excess of the purchase price over the fair value of<br />

net assets acquired is reported on the balance sheet as goodwill.<br />

Since this type of transaction is not dealt with in any standard,<br />

the management decided to apply this accounting method after<br />

considering all circumstances.<br />

All intercompany income and expenses, gains and losses,<br />

and receivables and payables between the subsidiaries included<br />

in the consolidated financial statements have been eliminated.<br />

Any write-downs related to intercompany transactions in the<br />

individual financial statements have been reversed.<br />

The same principles of consolidation also apply to investments<br />

accounted for using the equity method, in which any<br />

goodwill on the balance sheet is recognized in the carrying<br />

amount of the investment. The financial statements for all significant<br />

investments accounted for using the equity method have<br />

been prepared in accordance with uniform accounting policies.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

CURRENCY TRANSLATION<br />

Corporate Bodies<br />

Major Shareholdings<br />

In the separate financial statements of the subsidiaries, business<br />

transactions in a foreign currency are measured at the exchange<br />

rate at the time of initial recognition. Any exchange rate gains<br />

and losses arising on the valuation of monetary assets or liabilities<br />

in foreign currency up to the balance sheet date are recognized<br />

in income in other operating income and expenses.<br />

The functional currency translation method is used for the<br />

financial statements of foreign subsidiaries. In the consolidated<br />

financial statements, items for all foreign subsidiaries are<br />

translated from local currency to euros at exchange rates on the<br />

balance sheet date, because these enterprises operate their<br />

businesses independently in local currency. The same procedure<br />

is used for translating adjustments to the carrying amount of<br />

foreign enterprises accounted for using the equity method.<br />

Goodwill is translated as an asset of the financially independent<br />

foreign subunits using the closing rate. Sales and expenses are<br />

translated at average exchange rates in effect during the year.<br />

Differences compared to the prior-year currency translation as<br />

well as translation differences between income statement and<br />

balance sheet are recognized directly in equity and reported in<br />

accumulated other comprehensive income/loss.<br />

Currency translation has been based, among other things,<br />

on the following exchange rates:<br />

<strong>Annual</strong> average rates Closing rates<br />

1 € equals <strong>2006</strong> 2005 Dec. 31, 06 Dec. 31, 05<br />

Australian Dollar (AUD) 1.66 1.63 1.67 1.61<br />

Pound Sterling (GBP) 0.68 0.68 0.67 0.68<br />

Brazilian Real (BRL) 2.74 3.03 2.82 2.76<br />

Renminbi Yuan (CNY) 10.02 10.21 10.28 9.52<br />

US Dollar (USD) 1.26 1.24 1.32 1.17<br />

Japanese Yen (JPY) 146.20 137.10 156.93 138.90<br />

The median of the exchange rates at the end of the past<br />

thirteen months is used as the annual average rate.<br />

71


72<br />

ACCOUNTING POLICIES<br />

Management judgments<br />

In the process of applying the Company’s accounting policies,<br />

management makes various judgments that do not represent<br />

estimates during the determination of the value of assets and<br />

liabilities. Judgments made by management may significantly<br />

affect the amounts recognized in the consolidated financial<br />

statements.<br />

The Management Board of RAG Beteiligungs-AG has made<br />

the following judgments that could significantly impact the<br />

financial position and financial performance of the RAG Beteiligungs-Group:<br />

(a) Property, plant and equipment and investment properties are<br />

measured at amortized cost:<br />

After recognition as an asset, the aforementioned assets are<br />

recognized at cost less any accumulated depreciation and any<br />

accumulated impairment losses. However, the option exists<br />

of carrying items of property, plant, and equipment at a revalued<br />

amount equal to their fair value on the date of the revaluation<br />

less any subsequent accumulated depreciation and subsequent<br />

impairment losses. Investment properties may also be carried<br />

at their fair value.<br />

If, for instance, RAG Beteiligungs-AG were to recognize its<br />

investment properties at fair value instead of at amortized cost,<br />

the total would be €1,234.3 million higher (2005: €684.5 million).<br />

(b) Capitalization of borrowing costs:<br />

Companies are given the option of capitalizing borrowing costs<br />

that are directly attributable to the acquisition, construction or<br />

production of a qualifying asset as part of the cost of that asset<br />

instead of recognizing them as an expense.<br />

RAG Beteiligungs-AG capitalized borrowing costs of €24.1<br />

million in fiscal <strong>2006</strong> (2005: €13.1 million).<br />

(c) Recognition of actuarial gains and losses for defined benefit<br />

pension plans:<br />

RAG Beteiligungs-AG reports actuarial gains and losses only if the<br />

balance of accumulated actuarial gains and losses not yet recognized<br />

in income exceeds the higher of the following amounts at<br />

the end of the prior reporting period: 10 percent of the present<br />

value of the defined benefit obligation or 10 percent of the fair<br />

value of the plan assets. Any amount exceeding the 10 percent<br />

threshold must be recognized in income over the expected<br />

average remaining working lives of the employees covered by the<br />

plan starting in the following year.<br />

If RAG Beteiligungs-AG were to include all actuarial gains<br />

and losses in income immediately, pension provisions would<br />

increase by €824.2 million (2005: €1,080.5 million).<br />

Assumptions and estimation uncertainty<br />

The preparation of the consolidated financial statements involves<br />

assumptions and estimates concerning the future. The actual circumstances<br />

in practice will of course rarely match the estimates<br />

that have been made. Adjustments to estimates are immediately<br />

recognized in income as soon as better information is available.<br />

Those estimates and assumptions that could involve a material<br />

risk in the form of an adjustment to the carrying amounts for<br />

assets and liabilities within the next fiscal year are shown below,<br />

in the Notes to the Income Statement and in the Notes to the<br />

Balance Sheet.<br />

(a) Value of goodwill<br />

A review of the value of intangible assets, particularly goodwill,<br />

requires making assumptions and estimates of future cash flows,<br />

annual growth rates, exchange rates, and discount rates. The<br />

related assumptions may be subject to changes which may lead<br />

to impairments in future periods.<br />

An increase in the corresponding discount rates due to<br />

changes in the capital markets by 10 percent does not require any<br />

further impairment.<br />

(b) Value of deferred tax assets<br />

Deferred tax assets may only be recognized to the extent it is<br />

probable that sufficient taxable profit will be available in the<br />

future. Deferred taxes are computed using the tax rates specified<br />

under current legislation that will be applicable to the period in<br />

which the temporary differences are likely to be reversed. If these<br />

expectations are not met, the carrying amount of the deferred<br />

tax assets must be reduced by recognizing an impairment charge<br />

in income.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

(c) Measurement of provisions for pensions and similar obligations<br />

The measurement of provisions for pensions and similar obligations<br />

is based, among other things, on assumptions related to<br />

discount rates, long-term expected return on plan assets, future<br />

salary and pension increases, health care cost trend as well as<br />

mortality tables. These assumptions may deviate from actual<br />

data due to a change in economic conditions or a change in the<br />

market situation.<br />

A reduction of the discount rate used by one percentage<br />

point results in an increase of the present value of the defined<br />

benefit obligation by €1,331.0 million. Conversely, an increase<br />

in the discount rate by one percentage point results in a decline<br />

of the defined benefit obligation by €1,046.8 million.<br />

An increase in health care cost trends by one percentage<br />

point leads to an increase of the accumulated health care benefit<br />

obligation by €10.0 million and of the pension expenses by €1.0<br />

million. Conversely, a reduction of the cost trend by one percentage<br />

point leads to a reduction of the accumulated health care<br />

benefit obligation by €9.0 million and of the pension expenses by<br />

€1.0 million.<br />

(d) Measurement of other provisions<br />

Other provisions, in particular provisions for recultivation and<br />

environmental protection, litigation risks as well as restructuring<br />

are by nature subject to a high degree of estimation uncertainty<br />

in respect to the amount and timing of the obligations. The Company<br />

must in some cases make assumptions based on historical<br />

data with regard to the probability of occurrence of the obligation<br />

or future developments, such as the costs to be recognized<br />

for measuring an obligation. These assumptions may be subject<br />

to estimation uncertainty, especially in the case of non-current<br />

provisions. Furthermore, the amount of non-current provisions is<br />

particularly dependent on the market discount rate selected and<br />

its development.<br />

(e) Discounting of non-current receivables and liabilities<br />

The measurement of non-current receivables and liabilities<br />

bearing no interest or without market-based interest as well as<br />

of non-current other provisions is largely dependent on the<br />

discount rate selected and its development. In the RAG Beteiligungs-Group,<br />

interest rates staggered on the basis of currencies<br />

and remaining term to maturity are used. They correspond to the<br />

interest rates for industrial companies with top-notch credit<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

ratings. Non-current receivables and liabilities with a remaining<br />

term to maturity of more than 15 years are discounted at a<br />

uniform blended interest rate. The discount rates used within the<br />

RAG Beteiligungs-Group are as follows:<br />

Interest rate in %<br />

Years Euro USD GBP JPY<br />

1 4.07 5.34 5.54 0.74<br />

2 4.12 5.15 5.49 0.92<br />

3 4.12 5.08 5.47 1.09<br />

4 4.12 5.07 5.41 1.23<br />

5 4.12 5.09 5.36 1.36<br />

6 4.12 5.06 5.31 1.47<br />

7 4.14 5.08 5.25 1.57<br />

8 4.15 5.14 5.19 1.66<br />

9 4.17 5.11 5.14 1.73<br />

10 4.19 5.17 5.09 1.81<br />

11 4.20 5.19 5.05 1.87<br />

12 4.21 5.21 5.00 1.93<br />

13 4.23 5.23 4.96 1.98<br />

14 4.24 5.24 4.91 2.04<br />

15 4.26 5.26 4.87 2.09<br />

> 15 4.70<br />

Changes in interest rates may have material consequences on<br />

the level of the carrying amount of non-current receivables and<br />

liabilities.<br />

Revenue recognition<br />

Revenues received for the sales of goods and services in the<br />

ordinary course of business and other revenues are recognized as<br />

described below:<br />

(a) Sales revenue<br />

The Technology Specialties, Consumer Solutions and Specialty<br />

Materials segments generate their revenues mainly from the<br />

sale of specialty chemicals products to industrial customers for<br />

further processing.<br />

The Energy segment generates revenues mainly from<br />

planning, building and operating power plants as well as decentralized<br />

energy supply plants in Germany and foreign countries. If<br />

the customer retains substantially all risks and rewards incidental<br />

to ownership of the plants, the Company recognizes revenues<br />

from finance leases. In addition, commissions are generated<br />

73


74<br />

within the scope of worldwide coal trading with customers in<br />

the power generation industry, the iron and steel industry, and<br />

the heating market .<br />

The Real Estate segment comprises revenues generated<br />

from income from leasing and managing apartments, new<br />

construction of single and multi-family homes for third parties,<br />

and the sales of housing stock.<br />

The following revenue recognition procedure applies to all<br />

segments:<br />

The amount of sales revenue is agreed in writing between<br />

the parties involved. Sales revenues are measured at the fair<br />

value of the consideration received or the receivable, taking into<br />

account the amount of value-added tax, any trade discounts, and<br />

volume rebates. The general prerequisite for the recognition of<br />

revenue is that the amount of revenue and the amount of the<br />

related costs can be reliably determined. In addition, the inflow of<br />

economic benefits should be classified as reasonably probable.<br />

Revenue from the revenue of goods is recognized, subject to<br />

the general prerequisites, when a company has delivered products<br />

to a customer and the risks and rewards from the sales have<br />

been transferred to the customer. General risks in a sales transaction<br />

are accounted for with appropriate provisions on the basis<br />

of previous experience.<br />

Revenue from transactions involving the rendering of<br />

services is recognized, subject to the general prerequisites, when<br />

the stage of completion of the transaction can be reliably determined.<br />

Generally, such revenue is recognized in the fiscal year in<br />

which the service is provided. Where the performance of services<br />

covers more than one period, the revenue recognized is based<br />

on the proportion of the overall contracted service already performed.<br />

In a customer-specific construction contract whose<br />

completion date extends beyond the balance sheet date, revenue<br />

and expenses are recognized in accordance with the percentage<br />

of completion. The percentage of completion is calculated using<br />

the ratio of costs incurred up to the balance sheet date compared<br />

to the estimated overall contract costs.<br />

(b) Other revenues<br />

The requirement for the recognition of other revenues is that<br />

the amount of the revenues can be reliably determined and that<br />

the inflow of economic benefits can be classified as reasonably<br />

probable.<br />

Interest income is recognized pro rata temporis using the<br />

effective interest method. Revenues from royalties are deferred in<br />

accordance with the relevant agreements and are recognized pro<br />

rata temporis. Dividend income is recognized as soon as the right<br />

to receive the payment arises.<br />

Intangible assets<br />

Intangible assets acquired for a consideration are capitalized at<br />

cost. Intangible assets with finite useful lives are amortized.<br />

Intangible assets with indefinite useful lives are not amortized,<br />

but tested for impairment annually. The assessment with regard<br />

to the indefinite useful life also must be reviewed annually.<br />

(a) Goodwill<br />

Goodwill is subject to an annual impairment test and measured<br />

on the basis of historical cost less accumulated impairment<br />

losses. For the impairment test, goodwill is allocated to cash generating<br />

units (CGUs). CGUs are only aggregated to the extent they<br />

represent a single segment. Sometimes, business areas are<br />

defined as CGUs. In this case, the impairment test is performed<br />

on the basis of the business areas concerned. Subsequently,<br />

assets and overheads allocable to the superordinate holding<br />

structure are taken into account in the impairment test on the<br />

relevant segment level.<br />

(b) Patents, Licenses and Trademarks<br />

Patents, licenses and trademarks are measured at amortized cost.<br />

They are amortized over the estimated useful economic life of<br />

5 to 25 years on a straight-line basis. The useful economic life of<br />

some of the rights cannot be determined accurately because they<br />

are related to brands that may be exploited without restriction.<br />

The useful lives are reviewed annually to determine whether they<br />

may continue to be classified as indefinite. If the assessment of<br />

useful life has changed, with the useful life now considered as<br />

being definite, the carrying amount of the brand is amortized<br />

over the expected remaining useful life on a straight-line basis.<br />

Brands with an indefinite useful life are subjected to an annual<br />

impairment test.<br />

(c) Capitalized development costs<br />

Development costs are capitalized if they can be clearly assigned<br />

to a newly developed product or process that is technically


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

realizable and is intended for marketing or the enterprise’s own<br />

benefit. Capitalized development costs mainly relate to the development<br />

of new products and are amortized on a straight-line<br />

basis over their estimated economic useful life of 3 to 15 years.<br />

(d) Other intangible assets<br />

Other intangible assets mainly relate to acquired customer<br />

relationships. They are amortized over their expected useful life.<br />

The expected useful life was estimated based on general contractual<br />

provisions and previous experience, and mainly ranges<br />

between 2 and 11 years. In addition to the useful life, the amount<br />

of amortization takes into account the probability of continuing<br />

existence of the customer relationship in the form of a “churn<br />

rate.”<br />

Property, plant, and equipment<br />

Property, plant, and equipment is measured at historical cost of<br />

purchase or cost of conversion less depreciation and impairment<br />

losses. Cost of purchase includes expenditure directly attributable<br />

to the acquisition. Costs of conversion include direct costs as<br />

well as allocable material and production overheads, including<br />

depreciation. Costs resulting from decommissioning after the use<br />

of an item of property, plant, and equipment are included in the<br />

cost as of the date of purchase or conversion. In addition, the cost<br />

may also contain the transfer of gains or losses from cash flow<br />

hedges recorded in equity that were entered into in connection<br />

with the purchase of property, plant and equipment in foreign<br />

currencies as well as the costs of borrowing.<br />

Depreciation charges are recognized on a straight-line basis<br />

over the expected useful life of the asset:<br />

Useful eco-<br />

Years nomic life<br />

Buildings 5 – 50<br />

Plant and equipment<br />

chemical plants 5 – 25<br />

power plants and components thereof 12 – 50<br />

decentralized power supply 8 – 15<br />

other plant and equipment 3 – 25<br />

Furniture and office equipment 3 – 25<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Expenses for general overhauling and major inspections<br />

(major repairs) are capitalized if it is probable that future benefits<br />

will flow from the existing asset. These expenses are depreciated<br />

over the period until the next major repair. Ongoing repairs and<br />

other maintenance are recognized in the period in which they are<br />

carried out.<br />

Expenses in connection with pre-planning and basic<br />

planning of investment projects are capitalized and depreciated<br />

over the useful life of the relevant investment project.<br />

If material portions of an item of property, plant, and<br />

equipment have different useful lives, these parts are accounted<br />

for and depreciated separately.<br />

Gains and losses from disposals are calculated as the<br />

difference between the net disposal proceeds and the carrying<br />

amount of the asset and are then recognized immediately in<br />

income (under other operating income and expenses).<br />

Investment properties<br />

Investment properties are real estate held as a financial<br />

investment to generate rental income or for purposes of capital<br />

appreciation. They are measured at amortized cost and are<br />

amortized on a straight-line basis over the useful life of the asset<br />

from 25 to 80 years. The fair value of investment properties is<br />

determined by internal professionals. In previous years, this was<br />

essentially performed on the basis of relevant property benchmarks<br />

or the gross rental method in accordance with the German<br />

Valuation Regulation (WertV) based on the future rental income<br />

that can be generated and sustained and market interest rates. In<br />

certain cases, the benchmark method was used instead where<br />

this can be justified.<br />

As of December 31, <strong>2006</strong>, the investment properties<br />

allocated to the Residential Real Estate segment were valued for<br />

the first-time in accordance with the discounted cash flow (DCF)<br />

procedure by internal professionals.<br />

The DCF model maps future cash flows that determine<br />

the property value and represent an income-based property<br />

valuation, as is common for residential properties used for rental<br />

purposes.<br />

75


76<br />

Inventories<br />

Inventories are stated at the lower of cost or net realizable value.<br />

The cost of inventories of similar quality or intended for similar<br />

use is determined on a standardized basis using the first-in-firstout-method<br />

or the weighted-average-cost method. The costs of<br />

finished goods or work in progress include the costs of raw materials<br />

and supplies, direct personnel costs, other direct costs and<br />

overheads allocable to production (based on normal operating<br />

capacity). Inventory costs may also include gains or losses from<br />

qualifying cash flow hedges reclassified from equity in cases<br />

where the hedges were entered into for the purchase of raw<br />

materials as well as the costs of borrowing.<br />

Emission rights acquired for a consideration are stated at<br />

the lower of cost or net realizable value. Emission rights allocated<br />

at no charge are recognized at a memo value. Provisions for the<br />

obligation to grant emission rights are measured at the capitalized<br />

amount of any emission rights existing. If the obligation exceeds<br />

the amount of the capitalized rights, the surplus amount is<br />

measured at the average price for the three months immediately<br />

preceding the reporting date.<br />

If the reason for an impairment ceases to exist, the previously<br />

recognized impairment loss is reversed (written up), up to<br />

no more than historical cost.<br />

Provisions for pensions and similar obligations<br />

The measurement of provisions for pensions and similar obligations<br />

is carried out using the projected unit credit method for<br />

defined benefit obligations as specified in IAS 19. This method<br />

takes into account both the pensions and vested entitlements<br />

known to exist at the balance sheet date and also any future<br />

expected increases in salaries and pensions. The provisions are<br />

calculated using actuarial methods. The German companies carry<br />

out the calculation using the biometric base values in the 2005 G<br />

Klaus Heubeck mortality tables. Pension commitments outside of<br />

Germany are calculated according to country-specific accounting<br />

principles and parameters. The provisions are reduced by the fair<br />

value of the plan assets. Actuarial gains and losses result from<br />

the difference between the expected and actually calculated<br />

pension obligations as of the balance sheet date as well as from<br />

deviations of the expected from the actual fair value of plan<br />

assets, as determined at year-end. Actuarial gains and losses are<br />

recorded only if the balance of accumulated actuarial gains<br />

and losses not yet recognized in income exceeds the higher of the<br />

following amounts at the end of the prior reporting period:<br />

10 percent of the present value of the defined benefit<br />

obligation<br />

10 percent of the fair value of the plan assets.<br />

Any amount exceeding the 10 percent threshold must be<br />

amortized in income over the expected average remaining<br />

working lives of the employees covered by the plan starting in<br />

the following year.<br />

At year-end, the balance of the pension obligations is<br />

compared with plan assets using the fair value (funding status).<br />

The pension provisions are calculated by taking into account the<br />

asset ceiling with regard to the plan assets as well as after<br />

deducting the unrecognized actuarial gains and losses and past<br />

service costs.<br />

Defined contributions result in an expense in the period in<br />

which payment is made. Obligations from defined contribution<br />

plans exist under occupational pension commitments as well as<br />

state plans (statutory pension insurance).<br />

Other provisions<br />

If legal or constructive obligations to third parties exist as a result<br />

of past events and are likely to lead to an outflow of funds, then<br />

other provisions are created. In addition, a reliable estimate of the<br />

amount of the obligation must be possible. If there are a number<br />

of obligations of this type, the probability of outflow of economic<br />

resources is determined by considering all these obligations<br />

together as a whole. Restructuring provisions are only recognized<br />

when there is a constructive obligation due to a detailed formal<br />

plan and when the restructuring plan raises a valid expectation<br />

on the part of those affected that the restructuring measures will<br />

be actually executed.<br />

Provisions are reported at their settlement value and also<br />

take into account future increases in costs. Non-current provisions<br />

are discounted to present value. Current provisions, and the<br />

short-term element of non-current provisions, are not discounted.<br />

The provisions are adjusted over time to account for any<br />

new information obtained.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Performance-related remuneration<br />

Degussa’s Long-Term Incentive Plan is a performance-based<br />

remuneration system providing long-term incentives for<br />

members of the Management Board and other executives. The<br />

resulting obligations are determined in accordance with IAS 19<br />

“Employee Benefits” and recognized in income.<br />

Deferred taxes, income taxes<br />

For tax purposes, RAG Beteiligungs-AG is deemed a controlled<br />

company of RAG Aktiengesellschaft and it is not deemed a taxable<br />

entity pursuant to German tax laws. For the purposes of the<br />

IFRS consolidated financial statements, RAG Beteiligungs-AG has<br />

accounted for income taxes for the Company as if the Company<br />

were an independent operation and no fiscal entity agreement<br />

had been concluded with another company not included in the<br />

group of consolidated companies. This is in line with a substanceover-form<br />

method (stand-alone approach). The tax assets and tax<br />

liabilities recognized on the basis of the stand-alone approach<br />

are settled within the scope of the tax allocation procedure with<br />

the fiscal entity parent. Tax expenses and tax income resulting<br />

from the stand-alone approach not covered by the allocation<br />

procedure are recognized directly in equity. In addition, the RAG<br />

Beteiligungs-Group will apply the following procedure:<br />

Deferred taxes are created in accordance with IAS 12 to cover<br />

temporary differences between tax accounts and IFRS financial<br />

statements relating to the carrying amounts and measurement<br />

of assets and liabilities. Tax losses carried forward that can<br />

probably be used in the future are capitalized in the amount of<br />

the deferred tax asset. Deferred tax assets are always recognized<br />

on the basis that there is likely to be future taxable income<br />

against which the temporary differences can be reversed. To the<br />

extent that the realization of deferred tax assets is unlikely, their<br />

carrying amounts are subject to a valuation allowance.<br />

Deferred tax assets and liabilities are netted off, providing<br />

the company is entitled to set off actual tax liabilities and assets,<br />

and providing the deferred tax assets and liabilities relate to the<br />

same tax authority.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Actual income taxes for the current and earlier periods are<br />

measured at the amount of the expected payment to, or refund<br />

from, the tax authorities.<br />

Deferred taxes are computed using the tax rates specified<br />

under current legislation that are, or will be applicable, to the<br />

period in which the temporary differences are likely to be<br />

reversed. Deferred taxes for German companies continue to be<br />

computed using an overall tax rate of 39 percent. This includes<br />

German corporation tax at 25 percent, the solidarity surcharge of<br />

5.5 percent on corporation tax, and trade tax of 13 percent. For<br />

foreign companies, the respective national tax rates apply. These<br />

range from 19 percent in Slovakia and Poland to 35 percent in the<br />

USA.<br />

Actual taxes are measured using the company-related tax<br />

rates applicable on the balance sheet date.<br />

Financial instruments<br />

Contractual rights and obligations are accounted for as financial<br />

instruments which result in an inflow or outflow of financial<br />

assets or the issue of equity instruments. They are distinguished<br />

in non-derivative and derivative financial instruments.<br />

Financial instruments are measured upon initial recognition<br />

at cost, and subsequently at either amortized cost or fair value.<br />

The cost corresponds to the fair value of the consideration given<br />

or received, including transaction costs which can be directly<br />

attributed. They are calculated by discounting expected cash<br />

flows with the effective interest rate to the date of purchase<br />

(present value). The effective interest rate takes into account all<br />

allocable interest-type fees. Within the scope of subsequent<br />

measurement, the cost is measured with the effective interest<br />

rate. The basis for the fair value is the quoted or market price if<br />

the financial instrument is traded in a reasonably active market.<br />

If such a price is not available, prices of timely transactions are<br />

used. In all other cases, established measurement methods are<br />

used, such as comparisons with the market values of similar<br />

financial instruments, discounted cash flow analyses and option<br />

pricing models.<br />

(a) Non-derivative financial instruments<br />

In the RAG Beteiligungs-Group, non-derivative financial instruments<br />

that are reported as financial assets are classified either as<br />

“loans and receivables” or “available for sale.” These assets are initially<br />

recognized as of the settlement date. Financial assets are<br />

derecognized when the contractual rights to the cash flows have<br />

77


78<br />

lapsed or have been transferred and the Group has transferred<br />

substantially all risks and rewards incidental to ownership. The<br />

Group had no financial assets that were sold through securitization<br />

or repurchase agreements and that were still reported in the<br />

financial statements in whole or in part (continuing involvement).<br />

Non-derivative financial instruments which are reported<br />

as financial liabilities are classified as “at fair value through profit<br />

or loss” or “liabilities at amortized cost”. Financial liabilities are<br />

derecognized upon repayment, i.e. when the obligation has been<br />

settled or cancelled or has expired.<br />

In the following sections, the categories used within the<br />

Group are described:<br />

The category “loans and receivables” includes trade<br />

receivables, receivables from finance leases, and loans. Assets in<br />

this category are measured at amortized cost using the effective<br />

interest method. Non-current assets in this category bearing nonmarket<br />

interest rates are recognized at present value. Impairment<br />

losses are recognized if objective evidence based on historical<br />

data indicates that the settlement amounts due will not be fully<br />

recoverable on the normal terms. The amount of the impairment<br />

loss is measured as the difference between the carrying amount<br />

for the asset and the present value of estimated future receipts<br />

calculated using the effective interest rate. Impairment losses are<br />

taken to income. If the reason for an impairment loss ceases to<br />

exist, the related write-ups (i.e. reversals of impairment losses)<br />

are recognized in income, up to amortized cost.<br />

The category “available for sale” includes equity holdings<br />

that are not consolidated or accounted for using the equity<br />

method and other securities. Such available-for-sale assets are<br />

generally measured at fair value, including transaction costs<br />

directly attributable to the purchase of this financial asset. Assets<br />

for which a fair value does not exist or cannot be determined, e.g.<br />

in the case of unlisted equity securities, are reported at amortized<br />

cost. Changes in the fair value are recognized directly in equity<br />

(in accumulated other comprehensive income/loss), taking into<br />

account deferred taxes. A review is carried out as of each balance<br />

sheet date to assess whether objective evidence indicates that<br />

an impairment of a financial asset has occurred. A material or<br />

lasting shortfall in the fair value compared to the carrying<br />

amount is considered an indicator of impairment. With regard to<br />

equities, when the fair value is 30 percent below the carrying<br />

amount within a period of more than 12 months, this is considered<br />

an indicator of impairment. If such an indicator exists, losses<br />

recognized in accumulated other comprehensive income/loss are<br />

transferred from equity to the income statement. If the reason<br />

for an impairment loss ceases to exist, the related write-ups are<br />

generally recognized directly in equity. Only for debt securities<br />

attributable to this category are write-ups recognized in income,<br />

up to the amount of the original impairment losses. Write-ups<br />

are not recognized for equity investments and other financial<br />

assets for which a fair value may not be reliably determined.<br />

In the RAG Beteiligungs-Group, the category “at fair value<br />

through profit or loss” comprises only the portion of the Degussa<br />

bond hedged through a fair value hedge. Financial instruments<br />

of this category are recognized at each balance sheet date at fair<br />

value. Any gains or losses from changes in the fair value of such<br />

instruments must be recognized in income. The Group did not<br />

make use of the option to voluntarily classify financial instruments<br />

in this category (fair value option).<br />

The category “liabilities at amortized cost” includes trade<br />

receivables, bonds, loans, and receivables from finance leases,<br />

with the exception of the Degussa bond, part of which is categorized<br />

as “at fair value through profit or loss.” The liabilities are<br />

measured at amortized cost using the effective interest method.<br />

Liabilities without market-based interest rates are recognized at<br />

present value.<br />

(b) Derivative financial instruments<br />

Derivative financial instruments are primarily used to hedge risks<br />

related to foreign currencies, commodity prices, and interest<br />

rates. For this purpose, hedging instruments in the form of interest<br />

rate swaps, cross-currency swaps, options, currency forwards,<br />

and commodity futures are accounted for as derivative financial<br />

instruments. Upon initial recognition, such financial instruments<br />

are recognized at fair value as an asset or a liability. The initial<br />

recognition is performed as of the settlement date. Transaction<br />

costs, if any, are directly recognized in income. The fair value of<br />

derivatives generally is equivalent to the quoted or market price.<br />

If there is no active market, the fair value is determined on the<br />

basis of accepted calculation methods. The fair value of currency<br />

forward contracts is based on the forward price at the balance


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

sheet date. The market price of options is calculated using<br />

recognized option pricing models. Commodity derivatives are<br />

measured on the basis of spot prices and forward rates, and<br />

interest rate derivatives are measured by discounting future cash<br />

flows. Stand-alone derivative financial instruments are categorized<br />

as “at fair value through profit or loss.”<br />

Hedge Accounting is subject to certain criteria. In particular,<br />

hedge accounting requires detailed documentation of the hedge<br />

relationship and evidence of expected and the actual hedge<br />

effectiveness of between 80 percent and 125 percent. Hedge<br />

accounting must be discontinued when the criteria are no longer<br />

met. For cash flow hedges, hedge accounting must be discontinued<br />

if the occurrence of the forecast transaction is no longer<br />

probable. In this case, the amount recognized directly in equity<br />

in accumulated other comprehensive income/loss must be<br />

transferred to the income statement.<br />

Depending on the type of the hedging relationship, hedging<br />

instruments are measured as follows:<br />

The purpose of fair value hedges is to hedge the fair values<br />

of recognized assets and liabilities. Changes in the fair value<br />

of hedging instruments are recognized in the same income<br />

statement item as changes in the fair value of the hedged item,<br />

irrespective of the original accounting treatment related to the<br />

hedged item. These changes must relate to the hedged risk. If<br />

off-balance sheet, firm commitments are hedged, changes in the<br />

fair value of the firm commitment with respect to the hedged<br />

risk result in the recording of an asset or a liability with a corresponding<br />

amount recognized in income. Due to the procedure<br />

applied, the changes in the fair value of the hedged item and the<br />

hedging instrument offset each other in the income statement<br />

of the period in the case of an effective hedge.<br />

The purpose of cash flow hedges is to hedge the risk of<br />

volatility in the future cash flows of a recognized asset or liability<br />

or of a highly probable forecast transaction. Changes in the fair<br />

value of hedging instruments are taken directly to accumulated<br />

other comprehensive income/loss in relation to their effective<br />

portion. The ineffective portion of fair value changes is recognized<br />

in the income statement. Any amounts recognized in accumulated<br />

other comprehensive income/loss are taken to income as<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

soon as the underlying transaction also has an impact on income.<br />

These amounts are included in net interest income for interest<br />

rate hedges, in the related sales item for hedges of sales, and in<br />

cost of materials for purchase transactions. If the hedged future<br />

transaction is linked to a non-financial asset or liability, any gains<br />

or losses previously recognized in accumulated other comprehensive<br />

income/loss are included in the initial measurement of asset<br />

or liability cost.<br />

The purpose of hedges of a net investment is to hedge the<br />

foreign currency risk associated with equity investments with a<br />

foreign functional currency. Such hedges are treated as cash flow<br />

hedges. Gains or losses accounted for in accumulated other<br />

comprehensive income/loss are recognized in income on the<br />

sales of the foreign subsidiary.<br />

Derivative financial instruments included in other contracts<br />

or non-derivative financial instruments (embedded derivatives)<br />

are separated from the host contract, provided certain requirements<br />

are met, and accounted for as stand-alone derivatives.<br />

Impairment test<br />

An impairment test in accordance with IAS 36 “Impairment of<br />

Assets” is performed for non-current assets if there are indications<br />

that impairment has occurred, with few exceptions. Goodwill<br />

and other intangible assets with an indefinite useful life<br />

should be tested for impairment at least once a year. The test<br />

involves a comparison to establish the higher of fair value less<br />

costs to sell and value in use for each asset or cash generating<br />

unit (CGU). The fair value less costs to sell is determined on the<br />

basis of a market value. The value in use is determined, as in the<br />

previous year, using past values over a three-year medium-term<br />

planning period. This medium-term planning is based both on<br />

experience and on expectations with regard to future market<br />

development. The main economic data, such as growth of the<br />

gross domestic product and trends in interest rates, exchange<br />

rates, and commodity prices as well as market prices for CO2<br />

certificates, etc., underlying the medium-term planning were<br />

determined by RAG Beteiligungs-AG centrally and derived from<br />

market expectations. The risk-free interest rate applicable to all<br />

CGUs has been assumed to be 4.25 percent (2005: 4.1 percent).<br />

A growth discount has been assumed for the individual CGUs.<br />

79


80<br />

These CGU-specific growth rates have been derived from experience<br />

and future expectations. The long-term average growth<br />

rates for the relevant markets in which the CGUs operate are not<br />

exceeded. In addition, CGUs have been allocated an appropriate<br />

financial markets beta factor, determined by comparison with<br />

data of peer group companies. The parameter used are set out in<br />

items (7) and (13) in the notes.<br />

If the reason for an impairment loss ceases to exist, the<br />

related write-ups are recognized in income, except if goodwill is<br />

involved.<br />

Leasing<br />

A lease is an agreement whereby the lessor conveys to the lessee<br />

in return for a payment or series of payments the right to use<br />

an asset for an agreed period of time. The RAG Beteiligungs-<br />

Group is a party to operating leases and finance leases as both<br />

lessor and lessee.<br />

A lease is classified as a finance lease if it transfers<br />

substantially all the risks and rewards incidental to ownership of<br />

an asset. If RAG Beteiligungs-AG acts as the lessee in a finance<br />

lease, the assets are recognized in property, plant, and equipment<br />

at the lower of fair value or present value of the non-cancelable<br />

minimum lease payments. The obligation resulting from future<br />

lease installments is recognized as a liability at the discounted<br />

settlement value. If RAG Beteiligungs-AG is the lessor, assets held<br />

under a finance lease are not included in property, plant, and<br />

equipment, but presented as a receivable at an amount equal to<br />

the investment in the lease.<br />

Operating leases are any leases not classified as finance<br />

leases. Expenses and income from operating leases are<br />

recognized in the income statement in the period in which they<br />

are incurred.<br />

Non-current assets held for sale, disposal groups and<br />

discontinued operations<br />

Non-current assets are classified as held for sale if their carrying<br />

amount will be recovered principally through a sales transaction<br />

rather than through continuing use. The asset must be available<br />

for immediate sale in its present condition subject only to terms<br />

that are usual and customary for sales of such assets and its sale<br />

must be highly probable. If the related liabilities will be sold as<br />

part of the transaction, they are separately reported as liabilities<br />

of the disposal group.<br />

Non-current assets are no longer amortized, but are measured<br />

at the lower of the carrying amount and fair value less costs<br />

to sell. The profit or loss from the measurement and the sales of<br />

these assets is reported in income of the continuing operation,<br />

unless a discontinued operation is involved.<br />

A discontinued operation represents either a major line of<br />

business or geographical area of operation of the company that is<br />

being disposed of in its entirety or in part pursuant to a single<br />

plan, or a newly acquired subsidiary classified as held for sale.<br />

The profit or loss from the measurement, disposal and<br />

continuing operation of discontinued operations is reported in<br />

income separately from the continuing operations.<br />

Contingent liabilities and other financial commitments<br />

Unless they must be reported as part of a company acquisition,<br />

contingent liabilities represent possible or present obligations<br />

arising from past events, and for which an outflow of resources is<br />

not unlikely, but that are not recognized in the financial statements.<br />

Other financial commitments result from unencumbered<br />

pending legal transactions, continuous obligations, obligations<br />

imposed by public law, or other economic commitments that are<br />

not already reported under liabilities in the financial statements<br />

or contingent liabilities, providing they are material to an<br />

assessment of financial position.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

NOTES TO THE NON-CURRENT ASSETS HELD FOR<br />

SALE AND DISCONTINUED OPERATIONS<br />

Non-current assets held for sale and groups of assets to be<br />

disposed of together in a single transaction as well as directly<br />

associated liabilities (disposal groups) must be stated separately<br />

from other assets and liabilities in the balance sheet. The<br />

amounts presented for these assets and liabilities for prior<br />

periods are not to be reclassified or re-presented.<br />

If a disposal group meets the criteria for classification as a<br />

“discontinued operation,” it must be presented separately from<br />

the continuing operations in the income statement. The amounts<br />

presented for these discontinued operations for prior periods are<br />

to be adjusted accordingly.<br />

Furthermore, the cash flows of these discontinued operations<br />

must be reported separately.<br />

(1) Non-current assets held for sale and disposal<br />

groups<br />

Based on the strategic restructuring of the RAG Beteiligungs-<br />

Group, various activities were planned for disposal and allocated<br />

to the assets held for sale and disposal groups.<br />

In a purchase agreement dated December 16, <strong>2006</strong>, RAG<br />

Coal International AG and RBV Verwaltungs-GmbH sold 100 percent<br />

of their shares in DBT GmbH (DBT) which represents the<br />

mining technology operations. In a first step, the exchange-listed<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

company Bucyrus International Inc. Milwaukee, Wisconsin (USA)<br />

acquired all voting shares of DBT, corresponding to 49.9 percent<br />

of the entire share capital. Bucyrus will acquire the non-voting<br />

shares of DBT, corresponding to 50.1 percent of the entire share<br />

capital, at a fixed price in a forward sale. In the transitional<br />

period, the majority package will be held by Hamburg Trust. The<br />

net purchase price amounts to USD 731.0 million. Of that amount,<br />

USD 710.0 million will be paid in cash and USD 21.0 million in<br />

shares of the buyer. The transaction is valued at USD 831 million,<br />

taking into account the liabilities acquired. The sale is subject<br />

to approval by the German Antitrust Office and is expected to be<br />

completed in the first quarter of 2007. DBT offers complete<br />

system solutions for underground coal mining worldwide and is<br />

the global market leader in bracing equipment.<br />

In a purchase agreement dated November 2, <strong>2006</strong>, RAG<br />

Saarberg Energiebeteiligungs GmbH sold 76.9 percent of its<br />

shares in Saar Ferngas AG, which represents the gas distribution<br />

activities, to RWE Energy AG. The purchase price amounted to<br />

€367.0 million. The sale is subject to approval by the German<br />

Antitrust Offices and has not yet been completed. Approval is<br />

expected in the first half of 2007. Saar Ferngas, a company of<br />

the Energy segment, procures, transports, stores, and delivers gas<br />

and is the market leader in Rhineland-Palatinate and Saarland.<br />

Furthermore, the strategic positions of various other<br />

non-core activities of the Group were examined in recent months<br />

and it was decided to plan for their sale.<br />

Balance Discontinued activities<br />

sheet Mining Gas<br />

Tech- Distrinology<br />

bution Other<br />

€ million Dec. 31, 06<br />

Intangible assets 48.2 3.5 44.7 –<br />

Property, plant and equipment 177.2 105.2 67.5 4.5<br />

Financial assets 232.5 11.2 221.2 0.1<br />

Current tax assets/deferred tax assets 45.2 26.3 8.3 10.6<br />

Inventories 446.9 418.8 25.0 3.1<br />

Trade receivables 311.3 132.5 164.4 14.4<br />

Other receivables 30.2 17.2 12.4 0.6<br />

Cash and cash equivalents 23.1 18.8 0.1 4.2<br />

Non-current assets held for sale and disposal groups 1,314.6 733.5 543.6 37.5<br />

81


82<br />

Balance Discontinued activities<br />

sheet Mining Gas<br />

Tech- Distrinology<br />

bution Other<br />

€ million Dec. 31, 06<br />

Total income/expense recognized in equity – 4.5 – 0.8 – 1.5 – 2.2<br />

Provisions 303.3 190.9 111.1 1.3<br />

Current tax liabilities/deferred tax liabilities 17.0 10.0 5.8 1.2<br />

Trade payables 190.1 58.1 123.7 8.3<br />

Other payables 347.3 324.7 22.2 0.4<br />

Liabilities of disposal groups 857.7 583.7 262.8 11.2<br />

Furthermore, the activities classified in the previous year as<br />

held for sale have now also been sold and are no longer reported<br />

as non-current assets held for sale or disposal groups.<br />

The Food Ingredients activities were sold by Degussa to<br />

Cargill, Minneapolis, MN (USA), in September 2005 subject to<br />

approval by the European anti-trust authorities, which was<br />

granted on March 29, <strong>2006</strong>. The closing was on April 5, <strong>2006</strong>. The<br />

purchase price was €540 million.<br />

Degussa signed a purchase agreement on March 30, <strong>2006</strong><br />

with Ashland Inc., Covington, KY (USA) for the Water Chemicals<br />

activities. Including the net financial liabilities to be assumed,<br />

the purchase price comes to €120 million. The transaction was<br />

completed in the second quarter of <strong>2006</strong>.<br />

Electronics Systems primarily includes activities of the<br />

STEAG HamaTech Group, which was sold on January 27, <strong>2006</strong>.<br />

In addition, parts of the Mining Technology operations were<br />

already sold in the first quarter of <strong>2006</strong>.<br />

Balance Discontinued activities<br />

sheet Mining<br />

Electronic Tech-<br />

Chemicals Systems nology Other<br />

€ million Dec. 31, 05<br />

Intangible assets 198.4 194.0 4.3 0.1 –<br />

Property, plant and equipment 212.6 186.0 23.6 3.0 –<br />

Investment properties 0.0 – – – 0.0<br />

Financial assets 8.5 7.2 – 0.1 1.2<br />

Current tax assets/deferred tax assets 6.4 1.8 4.3 0.3 –<br />

Inventories 235.3 179.4 49.4 6.5 –<br />

Trade receivables 135.4 114.4 17.6 3.4 –<br />

Other receivables 44.8 41.2 3.3 0.3 –<br />

Cash and cash equivalents 56.7 36.6 0.5 19.6 –<br />

Non-current assets held for sale and disposal groups 898.1 760.6 103.0 33.3 1.2


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

(2) Discontinued operations<br />

Corporate Bodies<br />

Major Shareholdings<br />

Balance Discontinued activities<br />

sheet Mining<br />

Electronic Tech-<br />

Chemicals Systems nology Other<br />

€ million Dec. 31, 05<br />

Total income/expense recognized in equity – 6.6 – 6.9 0.3 – –<br />

Provisions 82.7 65.7 7.8 9.2 –<br />

Current tax liabilities/deferred tax liabilities 50.6 47.4 0.6 2.6 –<br />

Financial liabilities 29.7 24.2 5.5 – –<br />

Trade payables 56.0 46.5 9.1 0.4 –<br />

Other payables 33.1 24.4 4.7 4.0 –<br />

Liabilities of disposal groups 252.1 208.2 27.7 16.2 0.0<br />

Impairment losses of €50.7 million (2005: zero) were<br />

recognized for non-current assets held for sale and disposal<br />

groups, €22.0 million of which was reported as depreciation and<br />

amortization and impairment losses and €28.7 million as other<br />

operating expenses.<br />

Construction Chemicals, Gas Distribution, Mining Technology, and<br />

Food Ingredients meet the criteria for classification as “discontinued<br />

operations,” whereby Food Ingredients was discontinued in<br />

2005. The profit/loss after tax expense from discontinued operations<br />

recognized in the income statement contains the current<br />

income from the actual operating activities of the operations as<br />

well as the proceeds from the disposal (including gains and losses<br />

from remeasurement) of these operations.<br />

The current profit/loss after tax is broken down among the<br />

discontinued operations as follows:<br />

Income statement<br />

€ million <strong>2006</strong> 2005<br />

Income 3,595.0 4,523.8<br />

thereof Construction Chemicals 1,110.0 2,045.2<br />

thereof Gas Distribution 1,422.1 1,174.3<br />

thereof Mining Technology 943.4 830.9<br />

thereof Food Ingredients 119.5 473.4<br />

Expenses 3,328.9 4,262.6<br />

thereof Construction Chemicals 985.3 1,884.6<br />

thereof Gas Distribution 1,365.0 1,140.5<br />

thereof Mining Technology 871.4 778.7<br />

thereof Food Ingredients<br />

Profit/loss from discontinued<br />

107.2 458.8<br />

operations (before taxes) + 266.1 + 261.2<br />

Income tax expense 66.0 49.7<br />

thereof Construction Chemicals 48.9 – 9.2<br />

thereof Gas Distribution – 3.8 7.8<br />

thereof Mining Technology 17.0 17.9<br />

thereof Food Ingredients<br />

Profit from discontinued operations<br />

3.9 33.2<br />

(after taxes) + 200.1 + 211.5<br />

83


84<br />

The proceeds from disposal after tax are broken down<br />

among the discontinued operations as follows:<br />

Income statement<br />

€ million <strong>2006</strong> 2005<br />

Income from the disposal of<br />

discontinued operations (before taxes) + 1,183.4 + 0.0<br />

thereof Construction Chemicals + 1,169.5<br />

thereof Gas Distribution<br />

thereof Mining Technology<br />

thereof Food Ingredients + 13.9<br />

Income tax expense 274.6 – 0.0<br />

thereof Construction Chemicals 295.2<br />

thereof Gas Distribution<br />

thereof Mining Technology<br />

thereof Food Ingredients<br />

Income from the disposal of<br />

– 20.6<br />

discontinued operations (after taxes) + 908.8 + 0.0<br />

The cash flows from operating activities, investing activities,<br />

and financing activities are broken down as follows among the<br />

discontinued operations:<br />

Cash flow statement<br />

€ million <strong>2006</strong> 2005<br />

Cash flow from operating activities + 50.8 + 267.6<br />

thereof Construction Chemicals – 30.0 + 120.0<br />

thereof Gas Distribution + 37.9 + 42.7<br />

thereof Mining Technology + 44.9 + 76.9<br />

thereof Food Ingredients – 2.0 + 28.0<br />

Cash flow from investing activities – 50.1 – 85.2<br />

thereof Construction Chemicals – 15.0 – 44.0<br />

thereof Gas Distribution – 11.5 – 14.0<br />

thereof Mining Technology – 23.6 – 13.2<br />

thereof Food Ingredients – – 14.0<br />

Cash flow from financing activities – 76.3 – 124.0<br />

thereof Construction Chemicals – 7.0 – 65.0<br />

thereof Gas Distribution – 31.3 – 25.8<br />

thereof Mining Technology – 38.0 – 35.2<br />

thereof Food Ingredients<br />

Change in cash and cash equivalents<br />

– + 2.0<br />

(discontinued operations) – 75.6 + 58.4<br />

NOTES TO THE INCOME STATEMENT<br />

(3) Sales<br />

€ million <strong>2006</strong> 2005<br />

Revenues from sales of goods 13,720.0 12,986.7<br />

Revenues from services 538.9 658.2<br />

Revenues from construction contracts<br />

Revenues from rental income<br />

23.9 15.5<br />

(investment properties) 318.4 319.6<br />

Revenues from finance leases 192.2 201.1<br />

14,793.4 14,181.1<br />

(4) Other operating income<br />

€ million <strong>2006</strong> 2005<br />

Income from the disposal of assets<br />

Income from the reversal of<br />

200.1 410.9<br />

provisions 342.0 278.0<br />

Income from the reversal of deferrals<br />

Income from the measurement<br />

of derivatives<br />

7.3 34.4<br />

(excluding interest rate derivates)<br />

Gains on currency translation of<br />

90.1 4.0<br />

monetary assets and liabilities<br />

Income resulting from the elimination<br />

120.5 205.5<br />

of negative goodwill 20.0 2.3<br />

Other income 312.8 308.2<br />

1,092.8 1,243.3<br />

Income from the disposal of assets mainly comprises €75.9 million<br />

(2005: €158.6 million) from the sale of property, plant, and<br />

equipment, and €110.9 million (2005: €251.3 million) from the sale<br />

of investments.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Furthermore, other income includes reversals of impairment<br />

losses on assets of €32.2 million (2005: €27.7 million. Pursuant to<br />

IAS 36 “Impairment of Assets,” €19.8 million (2005: €15.4 million)<br />

is distributed to the following segments/ cash generating units<br />

(CGUs):<br />

Reversal of impairment losses<br />

€ million <strong>2006</strong> 2005<br />

Technology Specialties – 2.1<br />

Consumer Solutions – 0.4<br />

Specialty Materials 0.0 0.5<br />

Energy<br />

Decentralized Energy Supply – 3.1<br />

Real Estate<br />

Residential Real Estate<br />

Land Development and<br />

19.7 8.6<br />

Commercial Real Estate<br />

Other<br />

0.1 0.3<br />

Other CGUs – 0.4<br />

19.8 15.4<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

(5) Raw materials and consumables used<br />

(6) Personnel expense<br />

Corporate Bodies<br />

Major Shareholdings<br />

€ million <strong>2006</strong> 2005<br />

Cost of raw materials and supplies<br />

and purchased goods 6,826.8 6,651.7<br />

Cost of services used<br />

Impairment losses on raw materials<br />

898.1 707.4<br />

and supplies and purchased goods<br />

Reversals of impairment losses on<br />

raw materials and supplies and<br />

16.6 3.8<br />

purchased goods – 0.7 – 2.6<br />

7,740.8 7,360.3<br />

€ million <strong>2006</strong> 2005<br />

Wages and salaries 2,484.6 2,421.7<br />

Social security contributions 376.4 403.2<br />

Pension expenses 186.4 134.4<br />

Other 31.6 25.6<br />

3,079.0 2,984.9<br />

The interest expense on the accrual of interest on pension<br />

provisions as well as the expected income from the plan assets<br />

are reported in the interest result, see item (9) in the Notes.<br />

(7) Depreciation, amortization, and impairment losses<br />

This item includes depreciation and amortization over the useful<br />

life of assets as well as impairment losses recognized as a result<br />

of impairment tests as set out in IAS 36 or IAS 39.<br />

Total thereof depreciation thereof impairment<br />

and amortization losses<br />

€ million <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Intangible assets 419.6 308.4 227.3 249.7 192.3 58.7<br />

Property, plant and equipment 971.2 872.2 696.3 679.3 274.9 192.9<br />

Investment properties 69.8 55.2 50.1 50.6 19.7 4.6<br />

Financial assets, other receivables 47.8 72.0 – – 47.8 72.0<br />

1,508.4 1,307.8 973.7 979.6 534.7 328.2<br />

85


86<br />

(a) Impairment pursuant to IAS 36<br />

Impairment losses resulting from impairment tests pursuant to<br />

IAS 36 relate to the following cash generating units (CGUs):<br />

Impairment losses<br />

Risk-adjusted<br />

discount rate in %<br />

€ million <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Technology Specialties 325.7 197.4 8.21 5.80 – 6.20 1)<br />

Consumer Solutions 58.9 0.0 8.85 –<br />

Specialty Materials 18.1 6.2 9.14 5.6 1)<br />

Energy<br />

Power 11.3 2.1 8.92 8.51<br />

Decentralized Energy Supply – 0.1 – 7.40<br />

Coal Trading – 2.5 10.69 13.69<br />

Real Estate<br />

Other<br />

Residential Real Estate 13.9 4.4 5.92 6.31<br />

Land Development and Commercial Real Estate 5.8 0.1 6.00 – 7.50 7.08<br />

Electronic Systems – 9.3 – –<br />

Tar Refining 3.0 3.0 9.93 9.73<br />

Construction Plastics – 0.5 – 5.60 – 6.00 1)<br />

Corporate/Services 46.8 29.4 4.00 – 6.20 1) 6.20 – 9.02 1)<br />

Other CGUs 3.4 1.2 – 11.09<br />

For the CGUs listed above, the recoverable amount was<br />

determined on the basis of value in use.<br />

Within the Technology Specialties, Consumer Solutions and<br />

Specialty Materials CGUs, impairment losses were recognized<br />

primarily for intangible assets, land and buildings, and plant and<br />

equipment that had been reported at a lower market value on<br />

the respective date of acquisition.<br />

Within the Power Generation CGU, the district heating<br />

plants were fully impaired.<br />

The impairment losses reported for the Real Estate CGU<br />

were for the most part incurred for land and buildings. These<br />

impairment losses are in connection with the introduction of<br />

a new discounted cash flow-based valuation method and the<br />

associated retailoring of the portfolio areas with the consequence<br />

of impairment losses and reversals of impairment losses,<br />

which largely offset one another in result.<br />

The impairment losses of the Corporate/Services CGU<br />

relate mainly to other investments.<br />

486.9 256.2<br />

1) Weighted Average Cost of Capital (WACC) after taxes. All other discount rates refer to WACC before taxes.


(b) Impairment pursuant to IAS 39<br />

Impairment losses on financial assets and other receivables,<br />

which are basically calculated pursuant to IAS 39, were attributable<br />

mainly to receivables at €28.4 million (2005: €29.5 million)<br />

and loans and other investments at €19.4 million (2005: €39.2<br />

million).<br />

(8) Other operating expenses<br />

ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

€ million <strong>2006</strong> 2005<br />

Losses on the disposal of assets 41.4 179.9<br />

Rental expense on leases 76.2 89.8<br />

Repairs and maintenance expenses<br />

Losses on currency translation<br />

341.5 293.8<br />

of monetary assets and liabilities<br />

Losses on the measurement<br />

of derivatives (excluding interest rate<br />

158.9 121.5<br />

derivatives) 37.1 69.8<br />

Administrative expenses 408.2 426.6<br />

Selling expenses 569.1 529.7<br />

Miscellaneous tax expense 103.8 44.9<br />

Other expenses 1,350.4 1,493.5<br />

3,086.6 3,249.5<br />

Other operating expenses contain directly allocable operating<br />

expenses of €264.2 million (2005: €248.3 million) on investment<br />

properties that generate rental income. Expenses of €10.9 million<br />

(2005: €11.0 million) were incurred on investment properties that<br />

do not generate rental income.<br />

At €0.5 million (2005: €0.2 million), the ineffective portion of<br />

foreign exchange derivatives from cash flow hedges is reported<br />

in expenses from the measurement of derivatives.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

(9) Interest result<br />

Corporate Bodies<br />

Major Shareholdings<br />

€ million <strong>2006</strong> 2005<br />

Income on securities and loans<br />

Interest and similar income from<br />

56.5 12.4<br />

interest-rate derivates 57.1 7.1<br />

Other interest-type income 31.8 58.9<br />

Interest income 145.4 78.4<br />

Interest expense on financial liabilities 250.6 193.6<br />

Interest expense on finance leases<br />

Interest and similar expense on<br />

13.5 19.1<br />

interest rate derivates 59.4 1.9<br />

Other interest-type expense<br />

Net interest expense for pension<br />

89.6 47.3<br />

benefit obligations<br />

Interest expenses on the accrual of<br />

179.5 200.9<br />

interest for other provisions 31.6 40.4<br />

Interest expenses 624.2 503.2<br />

– 478.8 – 424.8<br />

Borrowing costs of €24.1 million (2005: €13.1 million) were<br />

capitalized. The assumed interest rate for financing costs was<br />

based on the average loan interest rate in the period under<br />

review and was determined at 3 percent.<br />

The increase in interest expense on financial liabilities<br />

and other interest-type expense results from the financing of the<br />

purchase of the additional shares in Degussa in <strong>2006</strong>.<br />

A total of €0.4 million of the interest income (2005: €0.0<br />

million) is attributable to the ineffective portion of cash flow<br />

hedges and €0.1 million (2005: €2.0 million) is attributable to fair<br />

value hedges.<br />

87


88<br />

(10) Result from investments accounted for using the<br />

equity method<br />

€ million <strong>2006</strong> 2005<br />

Profit/loss transferred<br />

Income from measurement using<br />

+ 0.2 + 8.6<br />

equity method<br />

Expenses from measurement using<br />

57.7 150.2<br />

equity method 4.3 94.6<br />

Impairment losses 3.6 –<br />

Reversal of impairment losses – 5.9<br />

+ 50.0 + 70.1<br />

(11) Other financial result<br />

€ million <strong>2006</strong> 2005<br />

Net income from other investments + 24.6 + 11.2<br />

Other financial income 0.0 0.2<br />

Other financial expense 0.0 0.5<br />

(12) Income tax expense<br />

Income taxes break down as follows:<br />

+ 24.6 + 10.9<br />

€ million <strong>2006</strong> 2005<br />

Current tax 8,3 157,0<br />

(thereof relating to other periods) (– 18,9) (27,0)<br />

Deferred tax 2,0 25,6<br />

(thereof relating to other periods) (14,5) (86,9)<br />

10,3 182,6<br />

The tax reconciliation shows the change from the expected<br />

income taxes to the effective income taxes on the income<br />

statement. Effective income taxes include actual income taxes<br />

and deferred taxes. Expected income taxes are based on an<br />

unchanged overall tax rate of 39 percent, comprising German corporation<br />

tax at 25 percent, the solidarity surcharge at 5.5 percent,<br />

and the average trade tax.<br />

€ million <strong>2006</strong> 2005<br />

Profit before income tax expense + 52.9 + 259.1<br />

Expected income taxes thereon<br />

Variances from differing rates of<br />

20.6 101.0<br />

municipal trade tax 5.8 4.4<br />

Variances from expected tax rate<br />

Changes in the valuation allowances<br />

on deferred tax assets, losses not<br />

affecting deferred taxes, and use of<br />

– 38.6 – 28.9<br />

loss carryforwards<br />

Changes to the tax rate and<br />

– 21.4 84.5<br />

tax legislation 59.4 0.2<br />

Non-deductible expenses 11.7 49.1<br />

Tax-free income<br />

Gain/loss on companies accounted<br />

– 40.1 – 51.4<br />

for using the equity method<br />

Non-deductible goodwill impairment<br />

– 19.5 – 36.9<br />

losses 13.5 0.0<br />

Other<br />

Effective income tax (current<br />

18.9 60.6<br />

income tax and deferred tax) 10.3 182.6<br />

Effective tax rate (in %) 19.5 70.5<br />

The deviations from the expected tax rate result from lower<br />

national tax rates of the foreign subsidiaries compared to the<br />

overall tax rate of 39 percent. The changes to the tax rate and tax<br />

laws are almost solely attributable to tax legislation in Turkey<br />

with impacts on the reporting of deferred taxes for the Iskenderun<br />

power plant company. The item “Other” contains outside basis<br />

difference and actual and deferred income taxes from previous<br />

periods.


NOTES TO THE BALANCE SHEET<br />

(13) Intangible assets<br />

ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Patents, Capilicenses<br />

talized<br />

and develop- Other<br />

trade- ment intangible<br />

€ million Goodwill marks costs assets Total<br />

Historical cost<br />

Balance as of January 1, 2005 2,526.1 2,385.9 190.1 535.5 5,637.6<br />

Currency translation 2.6 16.6 0.1 5.5 24.8<br />

Additions from business combinations 17.4 0.1 4.1 21.6<br />

Other additions 23.4 31.6 1.7 4.8 61.5<br />

Disposals – 146.1 – 213.0 – 9.9 – 6.2 – 375.2<br />

Reclassifications 2.5 4.9 – 4.4 15.5 18.5<br />

Balance as of December 31, 2005 2,425.9 2,226.1 177.6 559.2 5,388.8<br />

Currency translation – 41.2 – 9.5 – 0.1 – 6.5 – 57.3<br />

Additions from business combinations 18.0 5.6 0.1 23.7<br />

Other additions 1,861.3 25.9 0.6 9.3 1,897.1<br />

Disposals – 929.9 – 511.5 – 36.0 – 39.8 – 1,517.2<br />

Reclassifications 0.3 9.2 1.2 -0.3 10.4<br />

Balance as of December 31, <strong>2006</strong> 3,334.4 1,745.8 143.3 522.0 5,745.5<br />

Depreciation, amortization, and impairment losses<br />

Balance as of January 1, 2005 272.9 656.1 15.1 102.6 1,046.7<br />

Currency translation 0.3 9.6 0.0 1.7 11.6<br />

Additions from business combinations 0.0 0.0<br />

Depreciation and amortization 168.8 17.2 106.7 292.7<br />

Impairment losses 0.0 29.1 25.2 4.4 58.7<br />

Reversal of impairment losses 0.0 0.0<br />

Disposals – 55.8 – 81.6 – 5.8 – 4.4 – 147.6<br />

Reclassifications 2.6 – 4.7 0.0 10.1 8.0<br />

Balance as of December 31, 2005 220.0 777.3 51.7 221.1 1,270.1<br />

Currency translation – 0.6 – 5.8 0.0 – 0.1 – 6.5<br />

Additions from business combinations 0.0<br />

Depreciation and amortization 125.6 12.0 93.9 231.5<br />

Impairment losses 34.5 139.2 13.9 4.7 192.3<br />

Reversal of impairment losses 0.0<br />

Disposals – 110.3 – 285.9 – 7.5 – 27.1 – 430.8<br />

Reclassifications 5.7 0.3 – 0.1 5.9<br />

Balance as of December 31, <strong>2006</strong> 143.6 756.1 70.4 292.4 1,262.5<br />

Carrying amounts as of December 31, 2005 2,205.9 1,448.8 125.9 338.1 4,118.7<br />

Carrying amounts as of December 31, <strong>2006</strong> 3,190.8 989.7 72.9 229.6 4,483.0<br />

89


90<br />

The carrying amount of goodwill is apportioned to the following<br />

cash generating units (CGUs).<br />

Goodwill<br />

Growth<br />

discount in %<br />

€ million Dec. 31, 06 Dec. 31, 05 <strong>2006</strong> 2005<br />

Energy 394.8 392.4 0.7 0.7<br />

Gas Distribution – 46.4 – 1.0<br />

Decentralized Energy Supplies – 2.1 – 1.0<br />

Coal Trading – 0.0 1.0 1.0<br />

Construction Chemicals – 333.0 – 1.5<br />

Technology Specialties 1,174.3 597.6 1.5 1.5<br />

Consumer Solutions 604.3 301.7 1.5 1.5<br />

Specialty Materials 979.3 508.4 1.5 1.5<br />

Residential Real Estate 37.9 21.2 1.0 1.0<br />

Real Estate Services – 2.5 – 1.0<br />

Additional CGUs 0.2 0.6 0.5 – 1.0 1.0 – 1.5<br />

The goodwill attributable to the CGU Energy of €394.8 million<br />

results from earlier acquisitions of shares of STEAG AG, Essen.<br />

Goodwill of €2,757.9 million was apportioned to the CGUs Technology<br />

Specialties, Consumer Solutions, and Specialty Materials<br />

from the various acquisitions of Degussa shares.<br />

Patents, licenses and trademarks include trademarks having<br />

an indefinite useful economic life in the amount of €460.0 million<br />

(2005: €538.1 million). They are apportioned to the following<br />

segments:<br />

Trademarks with an indefinite useful economic life<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Trademark Degussa 173.2 173.2<br />

Construction Chemicals – 32.3<br />

Technology Specialties 120.4 153.3<br />

Consumer Solutions 40.0 41.5<br />

Specialty Materials 126.4 137.8<br />

460.0 538.1<br />

Trademarks with an indefinite useful economic life were<br />

lower than in 2005, primarily due to the sales of the Construction<br />

Chemicals segment, a reassessment of the useful economic life<br />

from indefinite to definite, and due to impairment losses.<br />

3,190.8 2,205.9<br />

Furthermore, this balance sheet item includes amortization<br />

of €0.4 million (2005: 0) on trademarks for which the estimation<br />

of the useful economic life was changed from indefinite to<br />

definite during the period under review.<br />

Capitalized development costs mainly refer to the purchase<br />

of Degussa shares and the ensuing disclosure of hidden reserves.<br />

They can be broken down according to the activities in Specialty<br />

Materials, Consumer Solutions and Technology Specialties. Expenditures<br />

for research and development, which were recognized as<br />

an expense, came to €308.5 million (2005: €305.0 million).<br />

The carrying amount of intangible assets whose title is<br />

restricted amounted to €0.1 million in 2005.<br />

As in 2005, there were no obligations relating to the<br />

acquisition of intangible assets.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

(14) Property, plant and equipment<br />

Carrying amounts recognized on the basis of finance leases are as<br />

follows: land, land rights and buildings, €52.7 million (2005: €60.5<br />

million); plant and equipment, €50.7 million (2005: €39.0 million);<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Other<br />

plant, Advance<br />

office payments<br />

Plant furniture and<br />

Land, land and and construcrights<br />

and equip- equip- tion in<br />

€ million buildings ment ment progress Total<br />

Historical cost<br />

Balance as of January 1, 2005 4,204.2 14,081.6 1,620.0 686.7 20,592.5<br />

Currency translation 96.5 327.1 27.9 29.8 481.3<br />

Additions from business combinations 8.1 101.4 1.9 0.2 111.6<br />

Other additions 198.1 456.6 191.7 646.3 1,492.7<br />

Disposals – 539.1 – 1,377.5 – 460.8 – 61.6 – 2,439.0<br />

Reclassifications 46.0 414.8 13.9 – 537.3 – 62.6<br />

Balance as of December 31, 2005 4,013.8 14,004.0 1,394.6 764.1 20,176.5<br />

Currency translation – 53.7 – 202.9 – 13.8 – 21.4 – 291.8<br />

Additions from business combinations 13.2 31.8 1.5 4.2 50.7<br />

Other additions 68.4 373.2 76.4 506.7 1,024.7<br />

Disposals – 661.5 – 1,268.3 – 304.7 – 42.2 – 2,276.7<br />

Reclassifications 101.5 388.3 24.8 – 660.3 – 145.7<br />

Balance as of December 31, <strong>2006</strong> 3,481.7 13,326.1 1,178.8 551.1 18,537.7<br />

Depreciation, amortization, and impairment losses<br />

Balance as of January 1, 2005 2,024.6 10,673.6 1,266.1 17.8 13,982.1<br />

Currency translation 31.9 210.5 19.5 1.5 263.4<br />

Additions from business combinations 0.0 1.5 0.0 1.5<br />

Depreciation and amortization 125.1 641.1 193.6 959.8<br />

Impairment losses 56.8 131.9 3.5 0.7 192.9<br />

Reversal of impairment losses – 1.0 – 7.3 – 0.3 – 8.6<br />

Disposals – 311.4 – 1,136.0 – 365.3 – 16.7 – 1,829.4<br />

Reclassifications – 8.2 0.3 – 8.4 0.2 – 16.1<br />

Balance as of December 31, 2005 1,917.8 10,515.6 1,108.7 3.5 13,545.6<br />

Currency translation – 20.0 – 135.9 – 9.8 – 0.7 – 166.4<br />

Additions from business combinations 0.0<br />

Depreciation and amortization 88.5 544.0 86.0 0.1 718.6<br />

Impairment losses 47.0 194.1 9.7 24.1 274.9<br />

Reversal of impairment losses 0.0 0.0<br />

Disposals – 260.7 – 965.0 – 236.1 – 2.2 – 1,464.0<br />

Reclassifications 31.8 – 8.0 – 0.1 0.0 23.7<br />

Balance as of December 31, <strong>2006</strong> 1,804.4 10,144.8 958.4 24.8 12,932.4<br />

Carrying amounts as of December 31, 2005 2,096.0 3,488.4 285.9 760.6 6,630.9<br />

Carrying amounts as of December 31, <strong>2006</strong> 1,677.3 3,181.3 220.4 526.3 5,605.3<br />

other plant, office furniture and equipment, €3.1 million (2005:<br />

€5.3 million).<br />

91


92<br />

The carrying amount of property, plant, and equipment<br />

pledged as security for own liabilities amounted to €93.9 million<br />

(2005: €213.4 million). Another €159.8 million was subject to other<br />

restrictions on title (2005: €277.7 million).<br />

(15) Investment properties<br />

There are further obligations of €789.1 million relating to<br />

the acquisition of property, plant, and equipment (2005: €258.3<br />

million).<br />

Land,<br />

land<br />

€ million rights Buildings Total<br />

Historical cost<br />

Balance as of January 1, 2005 409.9 2,306.1 2,716.0<br />

Currency translation 0.0 0.0 0.0<br />

Additions from business combinations 0.0<br />

Other additions 27.7 64.1 91.8<br />

Disposals – 28.2 – 66.8 – 95.0<br />

Reclassifications – 0.6 19.3 18.7<br />

Balance as of December 31, 2005 408.8 2,322.7 2,731.5<br />

Currency translation – 0.4 – 1.1 – 1.5<br />

Additions from business combinations 0.0<br />

Other additions 7.1 57.3 64.4<br />

Disposals – 14.4 – 32.4 – 46.8<br />

Reclassifications – 6.8 – 37.2 – 44.0<br />

Balance as of December 31, <strong>2006</strong> 394.3 2,309.3 2,703.6<br />

Depreciation, amortization, and impairment losses<br />

Balance as of January 1, 2005 28.6 1,050.2 1,078.8<br />

Currency translation 0.0 0.0<br />

Additions from business combinations 0.0<br />

Depreciation and amortization 0.3 52.0 52.3<br />

Impairment losses 0.3 4.3 4.6<br />

Reversal of impairment losses – 0.7 – 10.9 – 11.6<br />

Disposals – 7.7 – 42.1 – 49.8<br />

Reclassifications – 4.1 4.6 0.5<br />

Balance as of December 31, 2005 16.7 1,058.1 1,074.8<br />

Currency translation – 0.7 – 0.7<br />

Business combinations 0.0<br />

Depreciation and amortization 0.4 49.7 50.1<br />

Impairment losses 2.1 17.6 19.7<br />

Reversal of impairment losses – 0.8 – 19.0 – 19.8<br />

Disposals – 2.3 – 22.9 – 25.2<br />

Reclassifications 0.0 – 25.8 – 25.8<br />

Balance as of December 31, <strong>2006</strong> 16.1 1,057.0 1,073.1<br />

Carrying amounts as of December 31, 2005 392.1 1,264.6 1,656.7<br />

Carrying amounts as of December 31, <strong>2006</strong> 378.2 1,252.3 1,630.5


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

The other additions contain retrospective costs of purchase of<br />

€16.8 million (2005: €9.6 million). The fair value of investment<br />

properties is €2,864.8 million (2005: €2,341.2 million). The increase<br />

in fair value results from the change of the underlying valuation<br />

method, see “Accounting Policies.”<br />

(16) Investments accounted for using the equity<br />

method, financial assets<br />

(a) Investments accounted for using the equity method<br />

The financial key figures for significant investments in associates<br />

accounted for using the equity method are summarized as<br />

follows with respect to the shares held by RAG Beteiligungs-AG:<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

The carrying amount of investment properties whose title is<br />

subject to restrictions as to disposition amounted to €1,235.5 million<br />

(2005: €1,249.1 million).<br />

There were further obligations of €3.2 million in 2005 relating<br />

to the acquisition of investment properties. Only contractual<br />

obligations exist over and above the statutory requirements for<br />

repairs, maintenance, and improvements on existing leases.<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

thereof thereof<br />

with a with a<br />

term to term to<br />

maturity maturity<br />

of more of more<br />

Total than 1 year Total than 1 year<br />

Investments accounted for using the equity method 279.4 279.4 414.7 414.7<br />

Other investments 103.3 103.3 153.5 153.5<br />

Loans 331.2 192.9 326.2 234.5<br />

Securities and securities-type claims 27.2 11.8 115.6 89.9<br />

Receivables from finance leases 1,311.1 1,240.9 1,321.4 1,246.8<br />

Receivables from derivatives 146.3 90.2 171.8 142.8<br />

Other financial assets 5.1 – 8.3 –<br />

€ million <strong>2006</strong> 2005<br />

Non-current assets as of December 31 186.6 316.7<br />

Current assets as of December 31 257.8 339.8<br />

Non-current liabilities as of December 31 51.8 106.6<br />

Current liabilities as of December 31 217.0 270.6<br />

Income 88.0 383.6<br />

Expenses 40.7 307.5<br />

2,203.6 1,918.5 2,511.5 2,282.2<br />

The financial key figures for significant joint ventures<br />

accounted for using the equity method are summarized as<br />

follows with respect to the shares held by RAG Beteiligungs-AG:<br />

€ million <strong>2006</strong> 2005<br />

Non-current assets as of December 31 53.9 112.0<br />

Current assets as of December 31 27.9 37.6<br />

Non-current liabilities as of December 31 51.5 59.4<br />

Current liabilities as of December 31 6.8 35.6<br />

Income 51.5 154.2<br />

Expenses 45.3 143.1<br />

The disclosures for <strong>2006</strong> relate to the 80.0 percent stake in<br />

REG Raffinerie-Energie oHG, Cologne (power plant). Due to the<br />

absence of a voting majority, the company is only accounted for<br />

using the equity method.<br />

93


94<br />

(b) Other investments<br />

Other investments represent investments in unlisted equity<br />

securities and are accounted for at cost as it is not possible to<br />

reliably determine fair value.<br />

(c) Loans<br />

Loans are subject to interest rate risk, which can influence market<br />

value or future cash flows. They are accounted for at cost. Under<br />

the assumption a loan is measured at a risk-free interest rate<br />

according to the yield curve as of the reporting date, fair value for<br />

loans in the Group is €0.7 million higher than the carrying<br />

amount.<br />

(d) Securities and securities-type claims<br />

Securities and securities-type loans are subject to interest rate<br />

risk, which can influence market value or future cash flows. If no<br />

market price is available, they are measured at amortized cost.<br />

Listed securities are subject to market value risk.<br />

(e) Receivables from finance leases<br />

The transition from gross investment in leases to the present<br />

value of outstanding minimum lease payments and their due<br />

dates is set out as follows:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Total Total<br />

Gross investment 2,914.1 2,706.1<br />

(thereof non-guaranteed residual value) (0.0) (169.7)<br />

due within 1 year 270.4 279.8<br />

due in 1 to 5 years 1,064.0 983.4<br />

due in more than 5 years 1,579.7 1,442.9<br />

Interest included therein 1,603.0 1,383.2<br />

Net investment 1,311.1 1,322.9<br />

Accumulated impairment losses<br />

Carrying amount of receivables<br />

– 1.5<br />

from finance leases<br />

less present value of non-guaranteed<br />

1,311.1 1,321.4<br />

residual values<br />

Present value of outstanding<br />

– 140.0<br />

minimum lease payments 1,311.1 1,181.4<br />

due within 1 year 70.2 74.6<br />

due in 1 to 5 years 374.3 366.8<br />

due in more than 5 years 866.6 740.0<br />

No conditional lease payments from finance leases were<br />

collected in <strong>2006</strong>. As in 2005, no impairment losses were recognized<br />

on irrecoverable outstanding minimum lease payments.<br />

The receivables from finance leases comprise €794.9 million<br />

(2005: €930.7 million) relating to the lease agreement for<br />

the Iskenderun power plant in Turkey. The lease has a term of<br />

20 years and will end on November 22, 2019. A discount rate<br />

of 18.4 percent was applied in calculating the lease receivables.<br />

Furthermore, an amount of €173.7 million results for the first<br />

time from an agreement for the purchase of electrical power<br />

from the power plant in Mindanao in the vicinity of Cagayan de<br />

Oro, Philippines, which was commissioned in <strong>2006</strong>. The lease<br />

agreement of STEAG State Power, Inc. Makati City, Philippines<br />

has a term of 25 years and will end on November 14, 2031. For the<br />

purpose of calculating the lease receivables, a discount rate of<br />

13.7 percent was applied. When the contract expires, the object<br />

of lease will be transferred to the lessee.<br />

Moreover, the receivables from finance leases comprise<br />

€202.7 million (2005: €216.8 million) relating to the lease agreement<br />

for the STEAG Leuna refinery power plant. The lease had<br />

an original term of 12 years and would have expired in November<br />

2008. In <strong>2006</strong>, the lessee exercised the contractually agreed<br />

option to renew the lease for another 8 years until November<br />

2016. For the purpose of calculating the lease receivables, a<br />

discount rate of 10.0 percent was applied.<br />

(f) Receivables from derivatives<br />

Receivables from derivatives are broken down as follows:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Total Total<br />

Receivables from foreign exchange<br />

derivatives 86.2 63.5<br />

Receivables from interest-rate derivatives 37.1 92.0<br />

Receivables from commodity derivatives 2.6 0.8<br />

Receivables from other derivatives 20.4 15.5<br />

146.3 171.8<br />

Receivables from other derivatives relate primarily to an<br />

embedded derivative in the form of a swap involving the price of<br />

coal and electricity in a long-term supply agreement. This item is<br />

offset in the amount of €14.0 million (2005: €13.1 million) from<br />

an energy supply agreement, accounted for under liabilities from<br />

other derivatives. Furthermore, a put option with a positive<br />

market value exists which relates to the sales of own shares in a<br />

joint venture. The nominal amount of the embedded derivatives<br />

is €84.8 million (2005: €66.0 million).


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

The following nominal values are hedged together with the<br />

liabilities from derivatives. In currency derivatives, the nominal<br />

volume corresponds to the hedged foreign currency volume<br />

translated into euros; in interest rate derivatives, it is the sum of<br />

the underlying transactions hedged over the term; and in commodity<br />

derivatives it is the hedge costs translated into euros.<br />

Depending on the type of the embedded derivative, the nominal<br />

volume of the embedded derivatives corresponds to one of the<br />

above definitions of nominal volume.<br />

Nominal volume of the derivative financial instruments:<br />

Where the preconditions for hedge accounting are met,<br />

interest rate, foreign exchange and commodity derivatives are<br />

reported as a fair value hedge, cash flow hedge or hedge of a<br />

net investment. Embedded derivatives do not regularly qualify<br />

for hedge accounting.<br />

The following significant hedging transactions were<br />

included in hedge accounting in the year under review:<br />

Fair Value Hedge Accounting:<br />

The €1.250 billion bond issued by Degussa AG in November 2003<br />

was hedged against fluctuations of the base interest rate until<br />

2013 at a volume of €750 million using receiver interest rate<br />

swaps. As of the balance sheet date, the fair value of the interest<br />

rate hedging instruments was €15.5 million. The effectiveness<br />

of the hedges was verified applying the cumulative dollar offset<br />

method and via the critical term match approach. Arising from<br />

the fair value hedge, expenses of €43.2 million from the market<br />

value of derivatives and €43.1 million from the market value of<br />

the bond were reported in interest income.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

thereof thereof<br />

thereof with a thereof with a<br />

with a term to with a term to<br />

term to maturity term to maturity<br />

maturity of more maturity of more<br />

within than within than<br />

Total 1 year 5 years Total 1 year 5 years<br />

Foreign exchange derivatives 3,219.6 2,948.4 271.2 3,732.7 3,306.2 426.5<br />

Interest rate derivatives 2,669.8 121.9 2,547.9 2,230.3 663.9 1,566.4<br />

Commodity derivatives 81.9 79.1 2.8 2.0 2.0 –<br />

Other derivatives 84.8 – 84.8 100.0 – 100.0<br />

6,056.1 3,149.4 2,906.7 6,065.0 3,972.1 2,092.9<br />

Cash Flow Hedge Accounting:<br />

In the Energy segment, primarily interest payments from power<br />

plant project financing were hedged against interest rate<br />

changes until 2026 using interest rate swaps and interest rate<br />

caps; goods and input materials were hedged against price risks<br />

until 2007 using forward exchange contracts and commodity<br />

swaps The associated fair values of the interest rate derivatives<br />

are €8.6 million, the foreign exchange derivatives – €0.9 million<br />

and the commodity derivatives – €0.8 million.<br />

In the Chemicals business area, sales presently planned at<br />

approximately €460.0 million were hedged against currency<br />

fluctuations using forward exchange contracts. The fair value of<br />

the hedging instruments included in the hedge accounting was<br />

€13.9 million. Furthermore, planned purchases of raw materials<br />

were hedged against price fluctuations until 2007 using commodity<br />

swaps having a fair value of – €4.2 million.<br />

In addition, cash flow hedge accounting was used to hedge<br />

currency risks arising from foreign currency transactions in the<br />

other activities of the RAG Beteiligungs-Group. In these companies,<br />

the fair value of the hedging instruments is €3.4 million. In<br />

addition, 50 percent of the selling price of DBT was hedged using<br />

currency forwards having a fair value of €1.1 million.<br />

95


96<br />

On the Group level, swaptions were used to hedge interest<br />

rate changes from the planned borrowing of €500 million in<br />

the capital market. The transaction is expected to take place in<br />

August 2007 and will have a term of 5 years. The value fluctuations<br />

of the intrinsic value of the swaptions will be recognized<br />

directly in equity with no impact on earnings. As of the balance<br />

sheet date, the associated hedge reserve amounts to €1.3 million.<br />

In addition, €400 million of the borrowing from the revolving<br />

credit facility of RAG Beteiligungs-AG planned for June 2007 with<br />

a term of 4 years was hedged against rising market interest rates<br />

using swaptions in <strong>2006</strong>. The borrowing is no longer expected<br />

due to the Group’s business development. The hedge accounting<br />

was terminated and an amount of €0.8 million was withdrawn<br />

from the hedge reserve and recognized in income.<br />

The effectiveness of the hedging relationships is verified<br />

applying the dollar offset method, the critical term match, the<br />

hypothetical derivatives method and sensitivity analyses. A total<br />

of €0.9 million was recognized in income as an ineffective portion<br />

from the measurement of cash flow hedges.<br />

Hedge of a net investment:<br />

In the international power plant projects in the Energy segment,<br />

the proportional equity of the company is hedged against the<br />

exchange rate risk using currency derivatives. The associated fair<br />

value of the hedging instruments is €50.9 million. In fiscal year<br />

<strong>2006</strong>, €2.9 million was withdrawn from the hedge reserve and<br />

recognized in income. In addition to these hedges, hedge reserves<br />

of €26.9 million exist from former hedging relationships in<br />

connection with subsidiaries in the United Kingdom. They are<br />

proportionally recognized in income and derecognized when,<br />

for example, the subsidiary is sold. The dollar offset method is<br />

applied to verify the effectiveness of the hedging relationships.<br />

(g) Collateral<br />

Financial assets pledged as security for own liabilities amounted<br />

to €714.6 million (2005: €716.9 million). In addition, €70.0 million<br />

(2005: €31.6 million) was pledged as security for guarantees<br />

furnished, and another €472.5 million (2005: €447.7 million) was<br />

subject to other restrictions on disposition. The majority of the<br />

secured assets relates to power plants used as collateral for loans<br />

from the project financing in connection with the finance leases.<br />

(17) Inventories<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Raw materials and supplies 527.8 643.0<br />

Work in progress 314.0 408.8<br />

Finished goods 1,057.2 1,458.3<br />

1,899.0 2,510.1<br />

The carrying amount of inventories pledged as security for own<br />

liabilities amounted to €31.9 million (2005: €41.7 million).


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

(18) Trade receivables, other receivables<br />

Receivables from construction contracts include €1.0 million<br />

(2005: €9.7 million) of costs incurred including contract margins.<br />

As in 2005, there were no progress billings with customers and<br />

withholdings thereon.<br />

As in 2005, receivables pledged as security for own liabilities<br />

amounted to €1.0 million. In addition, €0.7 million (2005: €0.8 million)<br />

was pledged as security for guarantees furnished, and<br />

another €26.9 million (2005: €135.9 million) was subject to other<br />

restrictions on disposition.<br />

(19) Equity<br />

(a) Issued capital<br />

The fully paid-up issued capital held by the sole shareholder RAG<br />

Aktiengesellschaft amounts to €466,000,000 as of the balance<br />

sheet date. It is divided into 466,000,000 bearer shares.<br />

(b) Capital reserve<br />

Capital reserves primarily include other capital reserves pursuant<br />

to Section 272 (2) no. 4 of the German Commercial Code. In 2005,<br />

they included reserves from the valuation of 585,600 outstanding<br />

stock option rights to management and employees of STEAG<br />

HamaTech AG, Sternenfels and its subsidiaries. The company was<br />

sold in early <strong>2006</strong>.<br />

(c) Accumulated profits<br />

Accumulated profits contains the profit achieved in the current<br />

fiscal year and retained earnings from previous years. The profit<br />

corresponds to the Group profit after tax reported on the income<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

thereof thereof<br />

with a with a<br />

term to term to<br />

maturity maturity<br />

of more of more<br />

Total than 1 year Total than 1 year<br />

Trade receivables 2,354.1 – 3,229.7 –<br />

Receivables from construction contracts 1.0 – 9.7 1.9<br />

Miscellaneous tax receivables 90.3 8.1 82.7 0.9<br />

Advances to suppliers 54.3 0.8 34.5 5.6<br />

Miscellaneous other receivables 264.4 32.0 389.8 54.2<br />

Prepaid expenses 107.2 65.7 94.0 22.6<br />

2,871.3 106.6 3,840.4 85.2<br />

statement for the year under review that is attributable to the<br />

equityholders of RAG Beteiligungs-AG. In accordance with the<br />

German Joint Stock Corporation Act (AktG), the distribution of<br />

profits is subject to a restriction and an amount of €151.4 million<br />

(2005: €95.9 million) is correspondingly held in the statutory<br />

reserve. Retained earnings (including net income of the current<br />

fiscal year) comprise a further amount of €2,634.5 million (2005:<br />

€1,888.0 million). Of that amount, €2.7 million (2005: €16.6 million)<br />

relates to reserves pursuant to the company’s Articles of<br />

Incorporation. The reserves may only be released to fulfill their<br />

intended purpose.<br />

(d) Accumulated Other Comprehensive Income/Loss (OCI)<br />

The accumulated other comprehensive income/loss (OCI) comprises<br />

gains and losses that are accounted for directly in equity.<br />

The reserve from the measurement of available-for-sale securities<br />

contains remeasurement gains and losses not recognized in<br />

income resulting from the change in the market value of financial<br />

instruments that are only expected to be temporary. In 2005,<br />

the net change in available-for-sale securities resulted in gains<br />

from disposal of €2.1 million that were taken to income. The<br />

hedge reserve (see also item 16 f in the Notes) comprises net<br />

gains or losses from changes in the market value of the effective<br />

portion of cash flow hedges. The change in the hedge reserve<br />

includes – €2.7 million (2005: €16.6 million) accounted for as part<br />

of the acquisition costs for an underlying transaction. The net<br />

change also includes a profit of €8.9 million (2005: loss of €1.7<br />

million) that was recognized in income. The revaluation reserve<br />

for the successive acquisition of Degussa shares increased<br />

by €10.6 million in 2005 due to consolidation of a Degussa<br />

97


98<br />

subsidiary that had previously been accounted for using the<br />

equity method. After €2.0 million was released to accumulated<br />

profits, the revaluation reserve still amounted to €38.1 million as<br />

of the balance sheet date. The cumulative translation adjustment<br />

contains the exchange differences from the financial statements<br />

of foreign companies.<br />

(e) Minority interests<br />

The proportions of issued capital and reserves of consolidated<br />

subsidiaries not attributable to equity holders of RAG Beteiligungs-AG<br />

are reported under minority interests.<br />

(20) Provisions for pensions and similar obligations<br />

Provisions for pension obligations are accrued to cover benefit<br />

plans for pensions, invalidity and support for surviving dependents.<br />

The benefit obligations vary depending on the legal, tax and<br />

financial circumstances in the country in which the company<br />

operates. The amount of the obligations normally depends on the<br />

length of service and the salary of the employees concerned.<br />

At approximately 97.5 percent (2005: 95.3 percent), the<br />

majority of the provisions for pensions recognized as of the<br />

balance sheet date were attributable to Germany.<br />

In German companies, occupational pension schemes are<br />

predominantly on the basis of defined benefit plans. The defined<br />

benefit plans in Germany are primarily financed by provisions<br />

and by the assets of the pension funds.<br />

Foreign companies may run both defined contribution plans<br />

and defined benefit plans.<br />

In addition to the expected return on plan assets as<br />

weighted averages, the premises on which the actuarial calculation<br />

of the obligations is based are shown below:<br />

Group Germany<br />

Percent <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Discount rate as of December 31 4.60 4.39 4.50 4.25<br />

Future increases in remuneration 2.73 2.75 2.51 2.47<br />

Future increases in pensions 1.54 1.58 1.50 1.50<br />

Expected return on plan assets as of December 31 5.31 5.51 5.00 5.00<br />

Health care cost trend 8.91 9.94 – –<br />

The expected return on plan assets is determined based<br />

on public capital market studies and forecasts as well as internal<br />

historical data for each group of assets.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

The present value of the defined benefit obligation changed<br />

as follows:<br />

€ million <strong>2006</strong> 2005<br />

Defined benefit obligation<br />

as of January 1 8,494.2 7,612.8<br />

Current service cost 144.2 137.9<br />

Interest cost 347.7 366.0<br />

Employee contributions 40.2 13.7<br />

Actuarial gains/losses – 184.6 889.0<br />

Benefits paid – 406.4 – 398.9<br />

Past service cost 8.3 – 2.8<br />

Additions from business combinations 16.4 – 195.0<br />

Reclassifications as per IFRS 5 – 384.0 – 17.0<br />

Curtailments – 0.2 –<br />

Settlements – – 1.6<br />

Currency translation<br />

Defined benefit obligation<br />

41.9 90.1<br />

as of December 31 8,033.9 8,494.2<br />

The fair value of the plan assets changed as follows:<br />

€ million <strong>2006</strong> 2005<br />

Fair value of the plan assets<br />

as of January 1 3,114.8 2,973.9<br />

Expected return on plan assets 164.1 161.5<br />

Employer contributions 99.7 80.0<br />

Employee contributions 13.4 13.7<br />

Actuarial gains/losses 13.6 50.3<br />

Benefits paid – 150.2 – 141.3<br />

Additions from business combinations 8.2 – 79.1<br />

Reclassifications as per IFRS 5 – 104.5 –<br />

Currency translation<br />

Fair value of the plan assets<br />

– 21.2 55.8<br />

as of December 31 3,137.9 3,114.8<br />

In the year under review, the actual return on plan assets<br />

came to €177.8 million (2005: €211.8 million).<br />

Next year, we expect to incur employer contributions of<br />

€66.4 million.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

The experience adjustments for defined benefit obligations<br />

and for the plan assets are as follows:<br />

€ million <strong>2006</strong> 2005<br />

Experience-based adjustments for<br />

defined benefit obligations<br />

Experienced-based adjustments<br />

46.7 63.9<br />

for plan assets – 13.6 – 50.3<br />

The funded status, which is defined as the difference<br />

between the defined benefit obligation and the fair value of the<br />

plan assets, is reconciled with the pension provisions shown in<br />

the balance sheet as follows:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Present value of the defined<br />

benefit obligation 8,033.9 8,494.2<br />

Fair value of the plan assets 3,137.9 3,114.8<br />

Funding status 4,896.0 5,379.4<br />

Unrecognized past service cost – 1.5 + 3.9<br />

Actuarial gain (+)/loss (–)<br />

Other changes<br />

– 824.2 – 1,080.5<br />

(including asset ceiling) – – 2.1<br />

Pension provisions 4,070.3 4,300.7<br />

As of the reporting date, €4,496.2 million (2005: €4,744.2<br />

million) of the defined benefit obligations were not covered and<br />

€3,453.6 million (2005: €3,613.1 million) were covered by assets<br />

partially or in full. In addition, the defined benefit obligations<br />

include health care obligations amounting to €84.1 million (2005:<br />

€136.9 million).<br />

Of the €3,137.9 million (2005: €3,144.8 million) total fair<br />

value of the plan assets as of the balance sheet date, 26.0 percent<br />

(2005: 30.55 percent) was attributable to equities, 65.2 percent<br />

(2005: 65.35 percent) to fixed income, 4.6 percent (2005: 2.2 percent)<br />

to real estate and 4.2 percent (2005: 1.9 percent) to other<br />

assets. As of the balance sheet date, no portion (2005: €2.0 million)<br />

was attributable to own shares in subsidiaries included in the<br />

consolidated financial statements as well as owner-occupied<br />

property.<br />

99


100<br />

Pension provisions changed as follows in <strong>2006</strong>:<br />

€ million <strong>2006</strong> 2005<br />

Pension provision as of January 1 4,300.7 4,414.0<br />

Net expense recognized in income<br />

Pension payments, employer and<br />

350.0 322.7<br />

employee contributions – 328.9 – 320.3<br />

Changes in the consolidated group<br />

Reclassifications in accordance<br />

5.0 – 141.2<br />

with IFRS 5 – 240.3 –<br />

Other changes – 1.8<br />

Currency translation<br />

Defined benefit obligation<br />

– 16.2 23.7<br />

as of December 31 4,070.3 4,300.7<br />

The pension provisions on the balance sheet also include<br />

concessionary fuel allowances in Germany and entitlements to<br />

medical services by retirees of the American companies.<br />

The actuarial loss was €824.2 million (2005: €1,080.5 million),<br />

falling outside of the permitted corridor. Calculation of the<br />

corridor and amortization is undertaken for each plan included.<br />

(21) Other provisions<br />

Other provisions relate to the following:<br />

The total expense for defined benefit plans breaks down as<br />

follows:<br />

€ million <strong>2006</strong> 2005<br />

Current service cost 140.8 127.1<br />

Interest cost 340.5 355.4<br />

Expected return on plan assets – 161.0 – 154.5<br />

Amortization charges<br />

Losses from plan adjustments<br />

29.5 84.3<br />

and curtailments 0.1 – 0.8<br />

Effect of asset ceiling 0.1 – 88.8<br />

Net pension expense 350.0 322.7<br />

Of the total expense, €8.4 million (2005: €1.0 million) was<br />

attributable to preventive medicine benefits.<br />

The interest expense and the expected income from the<br />

plan assets are reported in interest income; the other amounts<br />

are reported in personnel expenses as pension expenses.<br />

A total of €15.9 million (2005: €12.6 million) was paid into<br />

defined contribution plans of the foreign companies; this is also<br />

reported in personnel expenses as pension expenses.<br />

Furthermore, €154.5 million (2005: €165.6 million) has been<br />

paid into government defined contribution plans (statutory<br />

pension insurance) in Germany and abroad. They are reported as<br />

social security contributions in personnel expenses.<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

thereof thereof thereof thereof<br />

with a with a with a with a<br />

term to term to term to term to<br />

maturity maturity maturity maturity<br />

within of more within of more<br />

Total 1 year than 5 year Total 1 year than 5 year<br />

Personnel 1,079.7 493.5 119.4 1,048.8 519.5 119.9<br />

Environmental protection and recultivation 314.7 51.9 96.6 332.2 42.1 50.1<br />

Restructuring 122.5 64.1 12.3 125.4 54.2 16.2<br />

Other obligations 1,064.0 700.5 86.4 1,585.4 1,136.8 71.1<br />

2,580.9 1,310.0 314.7 3,091.8 1,752.6 257.3


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

In the year under review, provisions changed as follows:<br />

Provisions in respect to personnel are created for a number<br />

of different reasons. These include provisions for vacation entitlements<br />

and days off, occupational health checks and bonuses and<br />

performance-related pay.<br />

Provisions for environmental protection and recultivation<br />

are created as a result of contractual terms, or conditions imposed<br />

by authorities or the law. Obligations include biological soil<br />

reclamation and site decontamination for chemical operations.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Environmental<br />

protection, Other<br />

reculti- Restruc- obliga-<br />

€ million Personnel vation turing tions<br />

Balance as of January 1, <strong>2006</strong> 1,048.8 332.2 125.4 1,585.4<br />

Additions 643.2 26.5 52.8 642.7<br />

Amounts utilized – 493.1 – 17.8 – 37.8 – 646.9<br />

Amounts reversed – 30.7 – 22.4 – 13.7 – 286.4<br />

Reclassifications – 95.1 0.2 – 4.2 – 124.5<br />

Currency translation – 6.3 – 2.1 – 0.3 – 9.9<br />

Interest adjustments 18.5 0.7 1.3 – 0.8<br />

Changes in the consolidated group – 5.6 – 2.6 – 1.0 – 95.6<br />

Balance as of December 31, <strong>2006</strong> 1,079.7 314.7 122.5 1,064.0<br />

Provisions for restructuring are based on any restructuring<br />

measures to be implemented. Restructuring measures are<br />

defined as a program planned and controlled by the company to<br />

materially alter one of the company’s fields of activity or the way<br />

in which this activity is carried out. Provisions for restructuring<br />

may only be created for the costs that can be directly attributed<br />

to the restructuring. These costs include: severance packages,<br />

redundancy and early retirement payments, costs for the termination<br />

of contracts, dismantling obligations, the costs of biological<br />

soil reclamation, rental expenses for unused facilities and all<br />

other expenses solely attributable to the closure or the processing<br />

of the restructuring program.<br />

Other obligations are essentially provisions for the<br />

following items:<br />

Dismantling<br />

Selling Other obliga-<br />

€ million activities taxes tions<br />

Balance as of January 1, <strong>2006</strong> 274.5 34.5 87.5<br />

Additions 151.0 71.6 9.1<br />

Amounts utilized – 117.0 – 11.8 – 3.8<br />

Amounts reversed – 36.4 – 0.9 – 10.5<br />

Reclassifications – 4.2 0.9 – 6.1<br />

Currency translation – 3.1 – 0.1 0.0<br />

Interest adjustments – 4.3 0.1 0.6<br />

Changes in the consolidated group – 91.1 – 0.1 0.1<br />

Balance as of December 31, <strong>2006</strong> 169.4 94.2 76.9<br />

101


102<br />

(22) Financial liabilities<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

thereof thereof<br />

with a with a<br />

term to term to<br />

maturity maturity<br />

of more of more<br />

Total than 1 year Total than 1 year<br />

Bonds 1,265.7 1,265.2 1,456.1 1,304.2<br />

Liabilities to banks 3,858.1 2,051.8 3,257.3 2,067.4<br />

Loans from non-banks 110.4 70.7 116.5 83.4<br />

Liabilities from finance leases 140.1 130.0 150.0 139.2<br />

Liabilities from derivatives 35.6 11.5 109.1 44.9<br />

Liabilities from finance bills 0.1 – 0.8 –<br />

Other interest-bearing liabilities 468.6 42.7 959.8 37.2<br />

(a) Bonds, liabilities to banks<br />

The amount under bonds is mainly comprised of a bond issued by<br />

Degussa with a nominal amount of €1,250.0 million maturing<br />

in 2013 and an annual coupon of 5.125 percent. The bond is<br />

recognized at the issuing price of 98.99 percent; the discount is<br />

credited over the term of the bond using the effective interest<br />

method.<br />

Liabilities to banks include a syndicated credit facility for<br />

€879.0 million. The interest on the loans draws on the syndicated<br />

credit facility is based on EURIBOR corresponding to the loans<br />

draw plus a margin.<br />

Bonds and liabilities to banks are subject to interest rate<br />

risk, which can influence market value or future cash flows. As of<br />

the balance sheet date, the market price of the bond was €1,232.1<br />

million. The fair values of the other liabilities are nearly identical<br />

to the carrying amounts. Interest rate hedges are entered in for<br />

significant variable interest-bearing liabilities. The interest rate<br />

risk of the bond is hedged by a fair value hedge of €750.0 million.<br />

In <strong>2006</strong>, RAG Beteiligungs-AG entered into a syndicated<br />

credit facility for €2,250 million which runs until 2011. It had not<br />

been drawn on as of the reporting date and serves to cover shortterm<br />

borrowing requirements. The Company also has bilateral<br />

credit lines in the amount of €600 million, most of which have<br />

not been drawn on.<br />

With respect to its financial liabilities, the Group has not<br />

violated payment agreements. Shares in consolidated subsidiaries<br />

are pledged to secure loans in the amount of €1.479 billion.<br />

5,878.6 3,571.9 6,049.6 3,676.3<br />

(b) Liabilities from finance leases<br />

Liabilities from finance leases are recognized if the leased asset is<br />

in the beneficial ownership of the Group and is capitalized under<br />

property, plant, and equipment. The reconciliation of future<br />

minimum lease payments to their present values and due dates<br />

is as follows:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Total Total<br />

Future minimum lease payments 243.3 279.4<br />

due within 1 year 23.1 24.7<br />

due in 1 to 5 years 92.5 97.3<br />

due in more than 5 years 127.7 157.4<br />

Interest included therein<br />

Present value of future minimum<br />

lease payments (liabilities under<br />

103.2 129.4<br />

finance leases) 140.1 150.0<br />

due within 1 year 10.1 10.8<br />

due in 1 to 5 years 53.6 52.9<br />

due in more than 5 years 76.4 86.3


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

(c) Liabilities from derivatives<br />

Liabilities from derivatives are broken down as follows:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Total Total<br />

Liabilities from foreign exchange<br />

derivatives 9.2 51.8<br />

Liabilities from interest rate derivatives 1.7 43.2<br />

Liabilities from commodity derivatives 8.6 0.1<br />

Liabilities from other derivatives 16.1 14.0<br />

35.6 109.1<br />

See item (16 f) in the Notes for information on liabilities<br />

from derivatives.<br />

(23) Trade payables, other payables<br />

Liabilities from construction contracts include €0.1 million<br />

(2005: €0.2 million) of costs incurred including contract margins,<br />

€2.1 million of which was billed to customers in 2005.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

(d) Financing structure<br />

As of December 31, <strong>2006</strong>, the financial liabilities were structured<br />

as follows:<br />

Interest<br />

Maturity duration<br />

in in<br />

Years € million € million<br />

2007 2,306.7 3,472.6<br />

2008 256.0 241.0<br />

2009 211.0 225.0<br />

2010 199.0 214.0<br />

2011 148.0 236.0<br />

> 2011 2,757.9 1,490.0<br />

5,878.6 5,878.6<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

thereof thereof<br />

with a with a<br />

term to term to<br />

maturity maturity<br />

of more of more<br />

Total than 1 year Total than 1 year<br />

Trade payables 1,264.8 – 1,821.7 –<br />

Payables from construction contracts 0.1 – 1.9 0.2<br />

Miscellaneous tax liabilities 94.3 – 137.8 0.0<br />

Customer advances received 162.2 12.4 295.3 8.8<br />

Miscellaneous other liabilities 315.2 13.6 403.3 15.5<br />

Deferred income 199.8 156.7 247.3 186.7<br />

2,036.4 182.7 2,907.3 211.2<br />

103


104<br />

(24) Deferred taxes, current tax<br />

Deferred tax and current tax reported on the balance sheet are<br />

broken down as follows:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

thereof thereof<br />

with a with a<br />

term to term to<br />

maturity maturity<br />

of more of more<br />

Total than 1 year Total than 1 year<br />

Deferred tax assets 496.7 336.0 1,086.2 781.6<br />

Current tax assets 95.0 – 96.9 –<br />

Deferred tax liabilities 961.4 839.7 1,494.3 1,309.4<br />

Current tax liabilities 338.2 112.1 405.3 100.9<br />

In accordance with IAS 1, the current elements of deferred<br />

taxes are reported on the balance sheet under non-current assets<br />

and liabilities.<br />

Deferred taxes have been posted in relation to the following<br />

items:<br />

The reduction in both deferred tax assets and liabilities<br />

primarily resulted from the reclassification of the discontinued<br />

operations Construction Chemicals, Gas Distribution, and Mining<br />

Technology. In addition, changed tax legislation in Turkey led to<br />

Deferred tax assets Deferred tax liabilities<br />

€ million <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Assets<br />

Intangible assets 20.0 32.7 512.9 757.2<br />

Property, plant, and equipment and investment properties 468.5 675.0 766.9 874.1<br />

Financial assets 26.1 37.1 373.3 488.7<br />

Inventories 110.6 110.1 85.5 84.0<br />

Receivables and other assets 34.7 67.3 49.5 93.6<br />

Liabilities<br />

Provisions 622.6 691.0 71.8 118.0<br />

Liabilities 107.6 177.3 40.2 107.1<br />

Special tax allowance reserves (in accordance with local law) – 0.0 45.9 64.3<br />

Loss carried forward 218.1 311.2 – –<br />

Tax credits 9.7 56.7 – –<br />

Consolidation 20.6 21.9 25.7 30.6<br />

Other 54.7 142.0 31.4 36.0<br />

Deferred taxes (gross) 1,693.2 2,322.3 2,003.1 2,653.6<br />

Valuation allowances – 154.8 – 76.8 – –<br />

Netting – 1,041.7 – 1,159.3 – 1,041.7 – 1,159.3<br />

Deferred taxes (net) 496.7 1,086.2 961.4 1,494.3


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

a reduction of the deferred tax assets and liabilities for the<br />

Iskenderun power plant company.<br />

No deferred tax assets were recognized for temporary<br />

differences amounting to €219.4 million as it is unlikely that<br />

sufficient taxable income will be available in future for their<br />

realization.<br />

Deferred tax liabilities of €32.3 million (2005: €41.7 million)<br />

have been credited to accumulated other comprehensive<br />

income/loss. Of this amount, €57.8 million (2005: €28.9 million)<br />

was attributable to currency translation adjustments, and<br />

€23.6 million was charged (2005: €12.8 million credited) to hedge<br />

reserves.<br />

In addition to tax loss carry forwards to which deferred<br />

taxes have been assigned, there are loss carry forwards that<br />

cannot be utilized and to which no deferred taxes have been<br />

assigned. See the table below for details:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Total Total<br />

Corporation income tax 1,085.5 822.3<br />

Municipal trade tax 1,564.5 1,022.3<br />

Foreign taxes 405.3 499.5<br />

Tax credits – 5.5<br />

3,055.3 2,349.6<br />

Time-limit breakdown for the utilization of German and<br />

foreign loss carry forwards:<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Corporation income tax Local tax Tax credits<br />

€ million <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Up to 1 year – – – – – –<br />

2 to 5 years 1.5 – – – – –<br />

6 to 9 years – – – – – –<br />

More than 9 years 404.5 492.4 – – – –<br />

Unrestricted 1,084.8 829.4 1,564.5 1,022.3 – 5.5<br />

105


106<br />

Financial risk management<br />

As an enterprise operating at an international level, the RAG<br />

Beteiligungs-Group is always exposed to financial risks. An<br />

important objective of company policy is to limit market, liquidity<br />

and default risks to the enterprise value and the performance of<br />

the Group in order to hold cash flow and income fluctuations<br />

largely in check without missing out on opportunities presented<br />

by positive market developments. To this end, a systematic<br />

financial and risk management was established. The risk position<br />

was controlled centrally at the level of RAG Aktiengesellschaft,<br />

which carried out all necessary functions for RAG Beteiligungs-<br />

AG until December 31, <strong>2006</strong>.<br />

Derivative financial instruments are used to reduce financial<br />

risks. They are solely associated with the corresponding underlying<br />

transactions arising from the original business activity that<br />

have a risk profile opposite to the hedging transaction. The<br />

instruments themselves are marketed products such as forward<br />

exchange transactions and options, interest rate and currency<br />

swaps, currency forwards and options on swaps.<br />

(a) Market risk<br />

Market risk can basically be broken down into currency, interest<br />

rate and commodity risks:<br />

Currency risks arise on the purchasing side through the<br />

purchase of commodities and on the sales side through the sales<br />

of end products. The objective of currency management is to<br />

hedge the operational business against income and cash flow<br />

fluctuations due to price changes in the foreign exchange<br />

markets. The majority of the currency risks result from the price<br />

development of the euro in relation to the US dollar (USD).<br />

About 75 percent of the proportion of Group sales in USD or<br />

in currencies moving in close step with the USD is hedged on the<br />

production side in the USD area. The remaining currency risk consists<br />

of the sales risk in the export business with the USD area<br />

and is hedged by currency forwards and currency options.<br />

The objective of interest rate management is to protect the<br />

Group net income against negative impacts from market interest<br />

rate fluctuations. Risk is controlled through the use of original<br />

and derivative financial instruments, in particular interest rate<br />

swaps and interest rate caps. Taking cost-risk aspects into<br />

account, this results in an appropriate proportion of fixed interest<br />

rates (interest rate locked in longer than one year) and variable<br />

interest rates (interest rate locked in less than one year). The<br />

hedge of the net borrowing requirements through fixed interest<br />

rates is 44 percent as of December 31, <strong>2006</strong>.<br />

The concepts of cash flow at risk and value at risk (VaR)<br />

were applied in measuring the market risks in the interest and<br />

currency area. The former refers to the current interest payments<br />

that are subject to an interest rate risk as well as outstanding<br />

payments in foreign currency that are in turn subject to a<br />

currency risk. The parameter VaR indicates the maximum loss<br />

arising from original and derivative financial instruments for one<br />

month based on a given probability. The development of this risk<br />

measure is observed monthly and reported to the Chief Financial<br />

Officer.<br />

VaR is calculated on a one-month horizon with a confidence<br />

interval of 99 percent. The calculation is performed using a<br />

Monte Carlo simulation of the risk variables. (interest rates and<br />

currencies).<br />

The risk positions analyzed for the calculated VaR are<br />

primarily financial liabilities (e.g. loans) and fixed interest rate<br />

investments. Added to this are financial derivatives such as<br />

options that have a time-related current value. Financial liabilities<br />

in foreign currency which are offset by sales in the same currency<br />

are not taken into account.<br />

In principle, VaR is a theoretical construct which has to<br />

function under numerous assumptions. If they do not entirely<br />

correspond with reality, inaccuracies in the risk measurement<br />

are unavoidable. For the model used by RAG Beteiligungs-AG, this<br />

applies primarily to the normal distribution assumption for the<br />

risk variables and for the assumed one-month horizon.<br />

As of December 31, <strong>2006</strong>, the value for VaR from foreign<br />

currency positions amounts to €25.4 million and €43.8 million<br />

from interest positions. Due to diversification effects between<br />

interest rate and currency risks, the total VaR in the Group<br />

amounts to €47.2 million.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Commodity risks result from market price changes of<br />

purchases of commodities. The business units of the RAG Beteiligungs-Group<br />

are responsible for commodity management. They<br />

determine the procurement risks and take effective risk-minimizing<br />

measures. Price volatilities are, for example, evened out by<br />

price escalator clauses and swap transactions. The availability<br />

and the price dependence of raw materials, primary and intermediate<br />

products are of great significance for the Group’s price situation.<br />

In this connection, the dependence of significant commodity<br />

prices on exchange rates and the crude oil price is important<br />

to the Group. The Group reduces the price and acquisition risks in<br />

procurement markets through worldwide purchasing activities<br />

and optimized procedures for the purchase of additional, immediately<br />

available quantities of raw materials. In addition, the use<br />

of substitute raw materials is examined for various manufacturing<br />

processes and work is carried out to develop alternative<br />

production technologies.<br />

In addition to the increased costs for raw materials, recent<br />

significant rises in energy prices in particular have impacted the<br />

Group’s production costs. Derivative financial instruments were<br />

used in <strong>2006</strong> to hedge procurement price risks.<br />

(b) Liquidity risk<br />

Liquidity risk is controlled by centralized financial planning which<br />

ensures that the necessary funds to finance the current operational<br />

business and to guarantee that the funds for current and<br />

future investments in all companies in the Group are available<br />

on time and in the required currency at optimal costs. As part of<br />

liquidity risk management, the Group companies are responsible<br />

for the ongoing determination of their liquidity requirements.<br />

Liquidity planning is performed on a monthly rolling basis over a<br />

period of 15 months. Whenever legally possible and economically<br />

feasible, the existing liquidity is pooled though central cash<br />

management. Central liquidity risk management brings about<br />

cost-effective borrowing and advantageous financial equalization.<br />

Unutilized credit lines of greater than €2,850.0 million,<br />

including a revolving credit facility of €2,250.0 million are available<br />

for liquidity hedging.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

(c) Default<br />

Default risks are initially examined in detail on conclusion of the<br />

agreement and then monitored on an ongoing basis so that it is<br />

possible to react promptly to a worsening of the creditworthiness<br />

of a contracting partner. The initial review of default risk includes<br />

the consideration of the contracting partner’s rating and the<br />

company’s own credit reviews. In the case of banks, the review<br />

includes their deposits in deposit insurance systems. In the case<br />

of export orders, the political risk is first analyzed in order to form<br />

a total risk consisting of political and economic risk. In the course<br />

of analyses of creditworthiness, maximum limits are established<br />

for the respective contracting partners. This is essentially accomplished<br />

on the basis of ratings of international rating agencies<br />

and our own internal credit reviews. For export financing the contracting<br />

partners must at least have an investment grade rating.<br />

Creditworthiness management also extends to derivatives<br />

where a risk of default exists in the amount of the positive fair<br />

value. This risk is minimized by the high requirements expected<br />

of the contracting partner with respect to creditworthiness. Only<br />

marketable instruments having adequate market liquidity are<br />

used for this purpose. Therefore, significant default risks do not<br />

exist in this area.<br />

107


108<br />

NOTES TO THE CASH FLOW STATEMENT<br />

The cash flow statement is broken down into cash flows from<br />

operating, investing and financing activities. It shows the net<br />

change in cash and cash equivalents from continuing operations.<br />

Interest paid as well as interest and dividends received are<br />

attributed to the operating activity, dividends paid to financing<br />

activity.<br />

(25) Cash flow from operating activities<br />

The cash flow from operating activity is calculated using the<br />

indirect method. The profit before financial result and income tax<br />

expense of the continuing operations is adjusted for the effects<br />

of non-cash expenses and income for items to be allocated to<br />

investing or financing activities. In addition, the changes in the<br />

amounts reported in the balance sheet are calculated and<br />

included in income.<br />

(26) Cash flow from investing activities<br />

Cash flows from investing activities relate to cash inflows and<br />

outflows from the acquisition and disposal of subsidiaries.<br />

The cash payments for acquisitions, investments, and loans<br />

include €3,436.8 million for the acquisition of the Degussa stock.<br />

Furthermore, a total of €42.5 million (2005: €132.6 million) was<br />

paid for the acquisition of subsidiaries consolidated for the first<br />

time. This amount involves an outflow of cash and cash equivalents<br />

of €36.5 million (2005: €122.2 million). The acquisitions<br />

resulted in cash and cash equivalents acquired of €14.8 million<br />

(2005: €12.5 million).<br />

The total price of subsidiaries sold amounted to €3,443.0<br />

million (2005: €335.4 million), €3,439.7 million of which was<br />

settled by cash and cash equivalents (2005: €328.4 million). The<br />

disposals involved an outflow of cash and cash equivalents of<br />

€97.6 million (2005: €60.2 million).<br />

(27) Cash and cash equivalents<br />

The cash and cash equivalents of €444.3 million (2005: €400.9<br />

million) correspond to the cash and cash equivalents available as<br />

of the balance sheet date.<br />

Cash and cash equivalents include credit balances at banks<br />

(term to maturity < 3 months) together with checks and cash on<br />

hand. The carrying amount of cash and cash equivalents pledged<br />

as collateral amounted to €75.0 million (2005: €81.5 million).


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

NOTES TO THE SEGMENT REPORT<br />

The section on segment reporting shows the financial position<br />

and performance of the RAG Beteiligungs-Group broken down by<br />

business segment and region.<br />

(28) <strong>Report</strong>ing by business segment<br />

The segment reporting takes into account the Group’s internal<br />

reporting and organizational structures and its grouping of similar<br />

products and services. In the course of the strategic restructuring<br />

of the RAG Beteiligungs-Group in preparation for the IPO, the<br />

management structure for reporting purposes will be changed as<br />

of January 1, 2007. The segment reporting is already based on the<br />

future reporting structure. The new industrial enterprise will be<br />

subdivided into the segments Technology Specialties, Consumer<br />

Solutions, Specialty Materials, Energy, and Real Estate.<br />

(a) Technology Specialties<br />

The Technology Specialties segment bundles the specialty<br />

technologies of the RAG Beteiligungs-Group in organic and inorganic<br />

synthetic chemistry as well as the expertise in particle<br />

and filler technology. The products are then processed primarily<br />

by companies of the pharmaceuticals, chemical, plastics, rubber,<br />

and paper industries. These include organic specialties and intermediate<br />

products that are important components in the synthesis<br />

of pharmaceuticals and agrochemicals as well as input materials<br />

for the plastics industry. Hydrogen peroxide, for instance, is a<br />

significant bleaching and oxidizing agent for the paper and pulp<br />

industry. Particle and filler systems based on carbon blacks and<br />

silica from this segment are used in particular in the tire industry<br />

for rubber reinforcement.<br />

(b) Consumer Solutions<br />

The Consumer Solutions segment has extensive know-how in<br />

the area of applied interfacial and polymer chemistry, primarily<br />

serving customers in the consumer goods industry in the areas of<br />

body care, hygiene and nutrition. The products of this segment<br />

are customized substances and system solutions which produce<br />

shampoos to make hair smooth and glossy, skin-protecting and<br />

age-defying creams, environmentally-friendly laundry detergents,<br />

super-absorbent diapers, and premium feeds for livestock.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

(c) Specialty Materials<br />

The Specialty Materials segment encompasses all business of the<br />

RAG Beteiligungs-Group involving high-performance materials,<br />

which hold leading competitive positions due to superior material,<br />

processing, and application competence. Many of the products<br />

are manufactured in a chemical production network on the<br />

basis of methyl methacrylate. This segment’s materials are used<br />

primarily for the industrial production of durable industrial goods<br />

and capital goods, especially in the automotive, construction,<br />

aviation and aerospace industries. Customers utilize our highquality<br />

polymers as transparent plastics in the semi-finished<br />

products area, as resin and coating additives, and as structural<br />

components for demanding applications in automotive and<br />

aircraft construction.<br />

(d) Energy<br />

The Energy segment bundles commercial power and heat production<br />

activities with power plant-related services. The Energy<br />

segment is the market and technology leader in coal-fired<br />

electricity generation, it utilizes refinery byproducts for supplying<br />

energy, and is increasingly active in the field of renewable energies.<br />

The total installed electrical output is around 9,000 megawatts.<br />

Germany’s fifth-largest power generator operates eight<br />

coalfired power plants across the country as well as an additional<br />

three large-scale coal-fired power plants in Columbia, Turkey, and<br />

the Philippines. This segment’s competence covers the entire<br />

value chain of coal-fired power plants, from planning and financing<br />

to construction and plant operation. Own in-house global<br />

coal trading activities ensure that fuel is procured at low cost. The<br />

Energy segment offers supply and disposal services for residues<br />

from power plants and industrial facilities. It also has a strong<br />

competitive position in contiguous technologies such as the<br />

production of energy from refinery byproducts, biomass, biofuel,<br />

and in geothermal energy generation. The segment is the global<br />

leader in the use of mine gas for energy generation.<br />

(e) Real Estate<br />

The Real Estate segment focuses on residential real estate with<br />

an emphasis on leasing residential units to private households.<br />

The segment also actively manages its housing portfolio. A small<br />

portion of the housing portfolio is sold each year based on comprehensive<br />

analyses that take into account cost effectiveness,<br />

expected future maintenance expenses, regional focuses, and<br />

the state of repair of the buildings. The segment rounds out its<br />

109


110<br />

activities with the development and construction of turn-key<br />

single family homes, duplexes, and condominiums to be sold to<br />

end users and investors. Nearly the entire housing portfolio is<br />

located in North Rhine-Westphalia. Significant locations are<br />

Essen as well as the regional companies in Dortmund, Duisburg,<br />

and Herzogenrath. With a total of more than 65,000 residential<br />

units, RAG Beteiligungs-Group is one of the largest residential<br />

property companies in Germany.<br />

(f) Other, consolidation<br />

“Other, consolidation” includes the Group activities that are not<br />

assigned to a segment or the Corporate Center. In addition, it<br />

includes effects from intercompany elimination. Continuing operations<br />

that were no longer among the core activities were reclassified<br />

from the segments to “Other, consolidation.” The segment<br />

data of the previous year were adjusted accordingly. The changes<br />

of the previous year’s values under “Other, consolidation” were<br />

primarily related to the reclassification of land development/<br />

commercial real estate and real estate services out of the Real<br />

Estate segment. The significant segment data attributable to<br />

this for 2005 are shown below:<br />

€ million 2005<br />

Sales 87.3<br />

Segment results (continuing operations) – 35.9<br />

Segment assets (as of December 31) 227.1<br />

Segment liabilities (as of December 31) 82.1<br />

(29) <strong>Report</strong>ing by geographical segment<br />

The definition of segments by region follows geographical<br />

criteria that are explained in detail below.<br />

(30) Notes to the segment data<br />

The segment data are derived from the consolidated data of the<br />

companies included in each segment as well as the consolidation<br />

effects that have arisen on the level of RAG Beteiligungs-AG and<br />

can be assigned to the segment. This relates primarily to goodwill<br />

and hidden reserves and charges together with any resulting<br />

effect on income. The segment data are explained below:<br />

External sales represents the sales generated by the segments<br />

with counterparties outside the RAG Beteiligungs-Group.<br />

Sales generated between business segments are shown as intersegment<br />

sales. Inter-segment sales are billed as if they were to<br />

third parties. Sales by region is segmented in accordance with the<br />

location of the customer.<br />

The Company’s internal control variable is return on capital<br />

employed (ROCE). It is determined by comparing the performance<br />

variable EBIT (earnings before interest and taxes) with capital<br />

employed. Capital employed is recognized at the value of the<br />

reporting date for determining the key figures.<br />

The Management Board considers EBIT in particular as a<br />

suitable standard for measuring the operating performance of<br />

each segment as it contains the significant variables that the<br />

management of the particular segment can influence. EBIT shows<br />

earnings before interest and taxes, adjusted for non-operating<br />

items. The non-operating result recognizes business transactions<br />

that are rarely of significance for purposes of internal control<br />

after their occurrence and are important for the assessment of<br />

financial performance.<br />

In the year under review, the non-operating result came<br />

to – €701.9 million compared to – €424.3 million in 2005. Income<br />

of €446.6 million was offset by expenses of €1,148.5 million.<br />

The income resulted primarily from the disposal of non-core<br />

activities, including Water Chemicals, the Raylo fine chemicals<br />

activities, the 49.9 percent interest in SOTEC as well as the<br />

release of provisions for operations sold. Significant expenses<br />

related to provisions for part-time retirement and the staff reduction<br />

in connection with the Group-wide project “Sirius”, charges<br />

from the project “Degussa 2008” and additional restructuring<br />

projects within the Chemicals business area, losses from the sale<br />

of non-core activities as well as impairments in the Chemicals<br />

business area. Among other things, the 2005 value of – €424.3<br />

million was influenced by charges related to the divestment of<br />

non-core activities due to impairment losses in the Chemicals<br />

business area.<br />

In determining EBITDA, EBIT is adjusted for depreciation/<br />

amortization, impairment losses and reversals of impairment<br />

losses which are not already a component of the non-operating<br />

result. The EBITDA margin is derived from the ratio of EBITDA to<br />

sales.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

The reconciliation shown below represents the relation<br />

between the internal control variables EBITDA and EBIT and the<br />

external performance variables segment result and profit/loss<br />

before income expense of the continuing operations:<br />

€ million <strong>2006</strong> 2005<br />

EBITDA<br />

+/– depreciation, amortization,<br />

impairment losses/reversal of<br />

+ 2,280.1 + 2,107.2<br />

impairment losses<br />

+/– depreciation, amortization,<br />

impairment losses/reversal of<br />

impairment losses related to<br />

– 1,476.2 – 1,280.1<br />

non-operating activities + 429.7 + 281.1<br />

= EBIT + 1,233.6 + 1,108.2<br />

+/– non-operating result<br />

+/– result of investments accounted<br />

– 701.9 – 424.3<br />

for using the equity method – 50.0 – 70.1<br />

+/– other financial result – 24.6 – 10.9<br />

= Segment result + 457.1 + 602.9<br />

+/– financial result – 404.2 – 343.8<br />

= Profit before tax<br />

(continuing operations) + 52.9 + 259.1<br />

Capital employed is calculated by first determining the sum<br />

of intangible assets, property, plant and equipment, investments,<br />

investment properties, inventories, trade receivables, and other<br />

non-interest bearing assets and subtracting from this sum the<br />

non-interest-bearing provisions, trade payables, and other noninterest<br />

bearing liabilities and deferred tax liabilities.<br />

Capital expenditures relates to additions to intangible<br />

assets (excluding goodwill arising from business combinations),<br />

property, plant and equipment, and investment properties in<br />

the period under review. Additions resulting from changes in the<br />

scope of consolidation are not included. Capital expenditures by<br />

region is segmented in accordance with the location of the company.<br />

Depreciation and amortization relate to intangible assets,<br />

property, plant and equipment, and investment properties.<br />

Other non-cash expenses mainly include impairment losses<br />

on segment assets, allocations to provisions, expenses arising<br />

from accounting using the equity method, and the reversal of<br />

prepaid expenses.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

The segment result corresponds to profit/loss before<br />

financial profit/loss and income tax expense of the continuing<br />

operations.<br />

Segment assets comprise intangible assets, property, plant<br />

and equipment, investment properties, inventories, and noninterest-bearing<br />

receivables (excluding receivables relating to<br />

tax assets). In addition, the segment assets include amounts for<br />

the sale of non-current assets held for sale and disposal groups,<br />

if they can be allocated to the continuing operations. Assets by<br />

region are segmented in accordance with the location of the<br />

company.<br />

The segment assets are reconciled with total assets as<br />

follows:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Segment assets 16,658.0 17,683.9<br />

+ adjustments of segment assets<br />

in previous year – 2,687.1<br />

+ deferred taxes 496.7 1,086.2<br />

+ current tax assets 95.0 96.9<br />

+ investments accounted for<br />

using the equity method 279.4 414.7<br />

+ other investments 103.3 153.5<br />

+ loans 331.2 326.2<br />

+ securities and securities-type<br />

claims 27.2 115.6<br />

+ receivables from finance leases 1,311.1 1,321.4<br />

+ other financial assets 5.1 8.3<br />

+ cash and cash equivalents 444.3 400.9<br />

+ non-current assets held for<br />

sale and disposal groups 1,314.6 898.1<br />

– non-current assets held for<br />

sale and disposal groups<br />

(included in segment assets) – 22.6 – 259.3<br />

= Total assets 21,043.3 23,750.4<br />

111


112<br />

Segment liabilities comprise provisions and non-interest-<br />

bearing liabilities (excluding tax liabilities). Moreover, the segment<br />

liabilities contain amounts for liabilities of a disposal group if<br />

they can be allocated to the continuing operations. The liabilities<br />

can be reconciled with total assets as follows:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Segment liabilities 8,733.2 9,286.0<br />

+ adjustments of segment liabilities<br />

in previous year – 1,201.2<br />

+ equity 4,319.8 5,249.3<br />

+ deferred taxes 961.4 1,494.3<br />

+ current tax liabilities 338.2 405.3<br />

+ bonds 1,265.7 1,456.1<br />

+ liabilities to banks 3,858.1 3,257.3<br />

+ loans from non-banks 110.4 116.5<br />

+ liabilities under finance leases 140.1 150.0<br />

+ other financial liabilities 468.7 960.6<br />

+ liabilities of the disposal groups 857.7 252.1<br />

– liabilities of the disposal groups<br />

(included in segment liabilities) – 10 – 78.3<br />

= Total equity and liabilities 21,043.3 23,750.4<br />

In contrast to the previous year, solely the continuing<br />

operations are shown in the segment reporting. The total segment<br />

data for 2005 was adjusted to reflect the new form of presentation.<br />

Amounts reclassified from the segment assets and segment<br />

liabilities for the adjustment of the previous year’s figures<br />

for the discontinued operations Construction Chemicals, Gas<br />

Distribution, and Mining Technology are shown separately in<br />

the corresponding reconciliation to total assets.<br />

Segment result of the discontinued operations<br />

The table below reconciles the segment results of the discontinued<br />

operations to their profit/loss after income tax expense.<br />

The segment result corresponds to profit/loss before financial<br />

profit/loss and income tax expense.<br />

€ million <strong>2006</strong> 2005<br />

Construction Chemicals + 1,304.5 + 182.8<br />

Gas Distribution + 33.8 + 5.3<br />

Mining Technology + 72.0 + 55.7<br />

Food Ingredients<br />

Segment result<br />

+ 27.9 + 18.6<br />

(discontinued operations) + 1,438.2 + 262.4<br />

Financial result + 11.3 – 1.2<br />

Income tax expense<br />

Profit after income tax<br />

340.6 49.7<br />

(discontinued operations) + 1,108.9 + 211.5<br />

The Food Ingredients business is part of the Consumer<br />

Solutions segment. The remaining discontinued businesses are<br />

not allocated to any particular segment.


OTHER DISCLOSURES<br />

ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

(31) Earnings per share<br />

Basic earnings per share as reported on the income statement<br />

reflects net income divided by the weighted average number of<br />

shares outstanding. Net income is defined as total net profit for<br />

the year after profits attributable to minority interests and<br />

including the result from discontinued operations. Earnings per<br />

share may be diluted by potential common shares.<br />

Number of shares <strong>2006</strong> 2005<br />

Weighted average number<br />

of shares outstanding (basic)<br />

Potentially diluting common<br />

466,000,000 466,000,000<br />

shares<br />

Weighted average number<br />

– –<br />

of shares outstanding (diluted) 466,000,000 466,000,000<br />

€ million <strong>2006</strong> 2005<br />

Profit after tax<br />

(continuing operations)<br />

Profit after tax<br />

+ 42.6 + 76.5<br />

(discontinued operations)<br />

Profit after tax attributable<br />

+ 1,108.9 + 211.5<br />

to minority interests<br />

Profit after tax attributable<br />

to equity holders of<br />

+ 106.2 + 92.9<br />

RAG Beteiligungs-AG<br />

Basic and diluted earnings<br />

per share in EUR<br />

from continuing<br />

+ 1,045.3 + 195.1<br />

operations<br />

from discontinued<br />

+ 0.09 + 0.17<br />

operations + 2.38 + 0.45<br />

minority interests<br />

Earnings per share (basic<br />

and diluted) in € attributable<br />

to equity holders of RAG<br />

+ 0.23 + 0.20<br />

Beteiligungs-AG (net income) + 2.24 + 0.42<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Performance-related remuneration<br />

In addition to base remuneration and short-term incentives, the<br />

remuneration of the RAG Beteiligungs-Group contains the longterm<br />

incentive plan (LTI Plan) for executives of the Degussa subgroup.<br />

The Degussa LTI plan is recognized as a non-current remuneration<br />

component by applying IAS 19 “Employee Benefits.”<br />

As a component of this plan, Degussa offers its executives<br />

performance options. By availing themselves of these options,<br />

they participate in the performance of the Company and thus in<br />

its long-term corporate success. The value of these options is<br />

not tied to the value of the Company’s stock price but instead is<br />

calculated based on defined key business figures.<br />

The key figures ROCE and EBITDA (as EBITDA outperformance<br />

compared to a peer group of specialty chemicals companies)<br />

were selected as measurement variables for the Degussa LTI plan.<br />

113


114<br />

The Degussa LTI plan is offered to the members of the<br />

Management Board of Degussa (until 2005) and to around 190<br />

Degussa executives. The scope of participation in the LTI plan is<br />

based on the number of performance options allocated, which is<br />

determined by the Supervisory Board Steering Committee of<br />

Degussa for the members of the Management Board or by the<br />

Management Board for the eligible executives.<br />

The number of performance options allocated under the<br />

Degussa LTI plans for 2003 to <strong>2006</strong> is shown below:<br />

<strong>2006</strong> 2005 2004<br />

LTI-Plan<br />

2003<br />

Balance as of January 1 0 1,093,551 1,020,442 643,778<br />

Issued 808,042 0 0 0<br />

Exercised 0 0 0 0<br />

Lapsed 21,700 205,400 191,700 122,129<br />

Balance as of December 31 786,342 888,151 828,742 521,649<br />

A term of five years was set for each of the Degussa LTI<br />

plans for 2003 to <strong>2006</strong>. The five-year term of the LTI plan is<br />

broken down into an initial two-year waiting period within which<br />

the performance options may not be exercised and a three-year<br />

exercise period including four exercise windows.<br />

For the performance options to be exercised, a specific ROCE<br />

target value for Degussa must first be exceeded. If ROCE exceeds<br />

this exercise hurdle, the number of exercisable performance<br />

options changes in relation to the ROCE value achieved. The calculation<br />

formula to be used is determined based on the capital<br />

costs of the Degussa subgroup (WACC – weighted average cost of<br />

capital) and must be redefined annually for each plan.<br />

The value of the exercisable performance options is calculated<br />

based on EBITDA performance. The value for Degussa must<br />

at least correspond to the average EBITDA performance of the<br />

peer group companies in order for the performance options to<br />

retain their value. If this threshold is exceeded, the value of the<br />

performance options changes as a function of the EBITDA outperformance<br />

achieved by Degussa compared to the peer group.<br />

The provision for the LTI plan comes to €10 million in the<br />

year under review (2005: €5 million). The underlying economic<br />

data made it impossible to exercise options in the reporting year<br />

for the LTI plans for 2003 and 2004 and thus no payments were<br />

made. The beneficiaries of the LTI plan for 2003 were eligible to<br />

exercise for the first time in 2005. The resulting payment was €16<br />

million, of which approximately 7 percent was paid to members<br />

of the Management Board of Degussa.<br />

Related parties<br />

Over and above the subsidiaries included in the consolidated<br />

financial statements, the RAG Beteiligungs-Group also maintains<br />

relationships with related parties. All material relationships<br />

under corporate law with subsidiaries, associates and related<br />

companies are included in the list of major shareholdings after<br />

the Independent Auditors’ <strong>Report</strong>.<br />

Related parties with which the RAG Beteiligungs-Group<br />

maintains business relationships are significant associates and<br />

joint ventures of the RAG Beteiligungs-Group, RAG Aktiengesellschaft<br />

as sole shareholder of RAG Beteiligungs-AG, affiliated<br />

companies of RAG Beteiligungs-AG in the RAG Group and the following<br />

shareholders of RAG Aktiengesellschaft that can exert a<br />

significant influence, together with selected group companies:<br />

E.ON AG, RWE AG, and ThyssenKrupp AG.


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

The value of transactions between the RAG Beteiligungs-<br />

Group and these companies was as follows:<br />

The receivables as of the balance sheet date relate for the<br />

most part to supplies of coal and electricity and financial relationships<br />

with RAG. The liabilities mainly consist of deferred<br />

income from the settlement of contractual adjustments relating<br />

to the purchase of electricity and liabilities from the supply of<br />

coal and electricity as well as liabilities from financial relationships<br />

with RAG. In addition, receivables and liabilities from the<br />

supply of gas were included in the previous year.<br />

Furthermore, RAG Beteiligungs-AG acquired am additional<br />

42.68 percent of the shares in Degussa from E.ON., see Notes<br />

regarding “Scope of Consolidation.”<br />

The sole shareholder RAG Aktiengesellschaft centrally<br />

provides management, control and administrative services for<br />

RAG Beteiligungs-AG, the charges for which are not passed on to<br />

RAG Beteiligungs-AG. Based on the total costs incurred by RAG in<br />

the past, the amount estimated for this purpose comes to €110.7<br />

million.<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

RAG Affiliated Equity holders of<br />

Beteiligungs-Group RAG AG companies RAG AG<br />

€ million <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Goods and services supplied 139.3 831.8 322.3 451.6 10.4 50.6 1,365.2 1,284.1<br />

Goods and services received 41.6 137.2 308.3 264.6 5.8 96.3 248.2 1,214.6<br />

Other income 1.6 0.9 3.9 23.8 1.3 5.4 8.2 23.7<br />

Other expense – – 148.1 129.1 – 4.3 0.2 0.2<br />

Receivables as of December 31 62.6 119.5 149.1 151.6 – 4.2 174.2 256.2<br />

Liabilities as of December 31 55.6 55.0 531.8 1,217.7 9.1 32.3 95.2 212.0<br />

Related parties include the management members who are<br />

directly or indirectly competent and responsible for the planning,<br />

management, and monitoring of the Company’s activities as well<br />

as their family members. In the RAG Beteiligungs-Group, these<br />

parties have included the Management Board and Supervisory<br />

Board of RAG Beteiligungs-AG (formerly the management and<br />

advisory council of the former RAG Beteiligungs-GmbH) since<br />

September 14, <strong>2006</strong> as well as the other management of the RAG<br />

Beteiligungs-Group. Other management consists of the Management<br />

Board and managing directors of subgroup parent companies.<br />

The managing directors of the former RAG Beteiligungs-<br />

GmbH are senior executives of RAG Aktiengesellschaft and<br />

received no separate payments from the Company for their<br />

activity.<br />

The advisory council of RAG Beteiligungs-GmbH received<br />

€0.1 million (2005: €0.1 million) for its activity.<br />

The following payments were made to the Management<br />

Board and the Supervisory Board of RAG Beteiligungs-AG and the<br />

other management of the RAG Beteiligungs-Group:<br />

Management Board<br />

members of Other<br />

RAG Beteiligungs-AG management<br />

€ million <strong>2006</strong> 2005 <strong>2006</strong> 2005<br />

Current benefits due 5.2 – 15.5 13.4<br />

Post-employment benefits 13.1 – 27.8 37.0<br />

Termination benefits – – 13.1 3.1<br />

LTI Plan as of December 31 – – – 1.1<br />

115


116<br />

Post-employment benefits include pension obligations<br />

at the present value of the defined benefit obligations. Pension<br />

benefits earned in the year under review (current service cost)<br />

amounted to €2.8 million (2005: €2.1 million).<br />

Apart from the relationships stated above, the RAG Beteiligungs-Group<br />

maintained no other significant relationships with<br />

related parties.<br />

Contingent Liabilities and Other Financial<br />

Commitments<br />

The RAG Beteiligungs-Group recorded the following contingent<br />

liabilities as of the balance sheet date:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Obligations from the issue and<br />

transfer of bills of exchange – 0.2<br />

Obligations from guarantees 198.3 363.7<br />

Liabilities on warranties 209.3 257.7<br />

407.6 621.6<br />

Legal liabilities exist for investments in general partnerships,<br />

collectively owned enterprises, and as the general partner<br />

in limited partnerships.<br />

The following additional financial obligations also exist:<br />

The nominal values of obligations in relation to future<br />

minimum lease payments on assets leased under operating<br />

leases are due as follows:<br />

€ million Dec. 31, 06 Dec. 31, 05<br />

Due within 1 year 57.6 71.3<br />

Due in 1 – 5 years 265.9 203.8<br />

Due in more than 5 years 161.9 157.2<br />

485.4 432.3<br />

In the period under review, payments on operating leases<br />

of €76.4 million (2005: €111.0 million) were recognized in income.<br />

This sum included contingent rental payments of €0.1 million<br />

(2005: €0.0 million).<br />

Events after the balance sheet date<br />

The publication of these consolidated financial statements was<br />

approved by the Management Board of RAG Beteiligungs-AG on<br />

the date of signing.<br />

DISCLOSURES IN ACCORDANCE WITH NATIONAL<br />

REQUIREMENTS<br />

Disclosures pursuant to Section 313 (2) and 313 (4) of<br />

the German Commercial Code (HGB)<br />

The disclosures with respect to the shareholdings of RAG Beteiligungs-AG<br />

and of the RAG Beteiligungs-Group are not made in<br />

the Notes but rather in a separate list. This list indicates which of<br />

these companies have availed themselves of the exemptions<br />

allowed by Section 264(3) of the HGB with respect to the disclosure<br />

of annual financial statements and the preparation of the<br />

notes to the accounts and the management report.<br />

Number of employees pursuant to Section 314 (1) No. 4<br />

of the HGB<br />

The number of employees as an average for the year in the<br />

continuing operations was as follows:<br />

€ million <strong>2006</strong> 2005<br />

Technology Specialties 13,491 12,938<br />

Consumer Solutions 6,107 6,110<br />

Specialty Materials 7,272 7,131<br />

Energy 4,798 4,795<br />

Real Estate 645 687<br />

Other 11,402 13,484<br />

In addition, an average number of 7,701 persons (2005:<br />

13,522) were employed in the discontinued operations.<br />

Compensation of the Supervisory Board and Management<br />

Board pursuant to Section 314 (1) no. 6 of the HGB<br />

The managing directors of the former RAG Beteiligungs-GmbH<br />

are senior executives of the sole shareholder RAG Aktiengesellschaft<br />

and receive no separate payments from the Company for<br />

their activity; see also the Notes pertaining to “Related Parties.”<br />

The remuneration paid to the Advisory Council totaled<br />

€76,983.33 in <strong>2006</strong>.<br />

The remuneration paid to the Management Board of RAG<br />

Beteiligungs-AG in <strong>2006</strong> totaled €5,150,457.54.<br />

No remuneration was paid to the Supervisory Board in <strong>2006</strong>.<br />

Essen, March 8, 2007<br />

RAG Beteiligungs-AG<br />

The Management Board<br />

43,715 45,145<br />

Dr. Müller Dr. Engel Dr. Oberholz Dr. Schörner<br />

Dr. Tacke Wagner Weber


Auditor’s <strong>Report</strong><br />

Auditor’s <strong>Report</strong><br />

ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

“We have audited the consolidated financial statements<br />

prepared by the RAG Beteiligungs-AG, Essen, comprising the<br />

balance sheet, the income statement, statement of changes<br />

in equity, cash flow statement and the notes to the consolidated<br />

financial statements, together with the group management<br />

report, which is combined with the management report of the<br />

parent company, for the business year from January 1 to December<br />

31, <strong>2006</strong>. The preparation of the consolidated financial<br />

statements and the combined management report in accordance<br />

with the IFRSs, as adopted by the EU, and the additional requirements<br />

of German commercial law pursuant to Section 315a (1)<br />

HGB (“Handelsgesetzbuch”: German Commercial Code) are<br />

the responsibility of the parent company’s Board of Managing<br />

Directors. Our responsibility is to express an opinion on the consolidated<br />

financial statements and on the combined management<br />

report based on our audit.<br />

We conducted our audit of the consolidated financial statements<br />

in accordance with Section 317 HGB and German generally<br />

accepted standards for the audit of financial statements promulgated<br />

by the Institut der Wirtschaftsprüfer (Institute of Public<br />

Auditors in Germany) (IDW). Those standards require that we<br />

plan and perform the audit such that misstatements materially<br />

affecting the presentation of the net assets, financial position<br />

and results of operations in the consolidated financial statements<br />

in accordance with the applicable financial reporting framework<br />

and in the combined management report are detected with<br />

reasonable assurance. Knowledge of the business activities and<br />

the economic and legal environment of the Group and expectations<br />

as to possible misstatements are taken into account in the<br />

determination of audit procedures. The effectiveness of the<br />

accounting-related internal control system and the evidence supporting<br />

the disclosures in the consolidated financial statements<br />

and the combined management report are examined primarily<br />

on a test basis within the framework of the audit. The audit<br />

includes assessing the annual financial statements of those<br />

entities included in consolidation, the determination of the<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

entities to be included in consolidation, the accounting and<br />

consolidation principles used and significant estimates made by<br />

the Parent Company´s Board of Managing Directors, as well as<br />

evaluating the overall presentation of the consolidated financial<br />

statements and the combined management report.We believe<br />

that our audit provides a reasonable basis for our opinion.<br />

Our audit has not led to any reservations.<br />

In our opinion based on the findings of our audit the consolidated<br />

financial statements comply with the IFRSs as adopted by<br />

the EU and the additional requirements of German commercial<br />

law pursuant to Section 315a (1) HGB and give a true and fair view<br />

of the net assets, financial position and results of operations of<br />

the Group in accordance with these requirements. The combined<br />

management report is consistent with the consolidated financial<br />

statements and as a whole provides a suitable view of the<br />

Group’s position and suitably presents the opportunities and<br />

risks of future development.”<br />

Duesseldorf, March 9, 2007<br />

PricewaterhouseCoopers<br />

Aktiengesellschaft<br />

Wirtschaftsprüfungsgesellschaft<br />

Corporate Bodies<br />

Major Shareholdings<br />

Dr. Vogelpoth Sprinkmeier<br />

Wirtschaftsprüfer Wirtschaftsprüfer<br />

117


118<br />

<strong>Report</strong> of the Supervisory Board<br />

Dr. Wulf H. Bernotat, Chairman<br />

Ladies and Gentlemen,<br />

During the past fiscal year, the Supervisory Board maintained<br />

continuous dialog with the Management Board of RAG Beteiligungs-AG<br />

and advised and monitored the Management Board in<br />

its management of the Group. The Supervisory Board was<br />

apprised of the Group’s performance and of strategic and operational<br />

issues in the development of the Group at two Supervisory<br />

Board meetings. The Management Board also provided us with<br />

written reports on business performance and on issues of particular<br />

interest. The Supervisory Board has been directly involved in<br />

all decisions requiring its consent and has made such decisions<br />

after a period of intensive review.<br />

The Chairman of the Supervisory Board was informed in<br />

detail and without delay of events of material importance to the<br />

performance of the business and the management of the Group,<br />

both in the context of and outside of Supervisory Board meetings.<br />

The Steering Committee supported the Supervisory Board in<br />

the preparation of its work, as did the Finance and Capital Expenditures<br />

Committee. Discussions during the past fiscal year were<br />

dominated by the ongoing positioning of the Group to meet<br />

capital market requirements. The Group achieved major milestones<br />

in optimizing its portfolio with the complete acquisition<br />

of Degussa AG, disposal of the Construction Chemicals business<br />

by Degussa AG, and finding an investor for DBT GmbH. Project<br />

“Sirius”, which involved changes to the corporate and Group


organization, was the subject of intense discussions at Supervisory<br />

Board meetings. The resulting Group restructuring was completed<br />

in the year under review, paving the way for significant<br />

gains in efficiency. All of the steps in this process were carried out<br />

in close coordination with the Supervisory Board.<br />

PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft,<br />

Düsseldorf, has audited the annual financial<br />

statements of RAG Beteiligungs-AG, the consolidated<br />

financial statements, and the combined management report of<br />

RAG Beteiligungs-AG and the Group and endorsed them with an<br />

unqualified audit opinion pursuant to Section 322 of the German<br />

Commercial Code (HGB). The audit engagement for the annual<br />

financial statements also included an audit of risk management<br />

procedures voluntarily requested by the Supervisory Board. The<br />

financial statements, the combined management report, and the<br />

auditors’ reports have been supplied to all members of the<br />

Supervisory Board. The financial statements were discussed in<br />

great detail in the financial review meeting of the Supervisory<br />

Board. The auditor reported on the material findings of the audit<br />

at the financial review meeting. We concur with the findings<br />

of the auditor and raise no objections to the reports. The Supervisory<br />

Board has approved the annual financial statements and<br />

the consolidated financial statements. The annual financial<br />

statements for <strong>2006</strong> have thus been ratified.<br />

The Supervisory Board wishes to thank the members of<br />

the Management Board and the employees and works council<br />

members of RAG Beteiligungs-AG and its affiliated companies<br />

for their hard work and dedication. We would particularly like to<br />

thank all employees celebrating service anniversaries in the year<br />

under review as well as those employees who retired in <strong>2006</strong> for<br />

their many years of service to the Company. Together with the<br />

Management Board, we remember all those employees who<br />

passed away during the year and convey our deepest sympathies<br />

to their families and friends.<br />

The Supervisory Board<br />

Essen, March 2007<br />

Dr. Wulf H. Bernotat, Chairman<br />

ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

119


120<br />

Corporate Bodies and Offices Held<br />

SUPERVISORY BOARD OF RAG BETEILIGUNGS-AG<br />

Dr. Wulf H. Bernotat, Duesseldorf<br />

Chairman<br />

Chairman of the Management Board of E.ON AG<br />

a) Allianz AG<br />

Bertelsmann AG<br />

E.ON Energie AG (Chair)<br />

E.ON Ruhrgas AG (Chair)<br />

Metro AG<br />

RAG Aktiengesellschaft (Chair)<br />

b) E.ON US Investments Corp. (Chair)<br />

E.ON Nordic AB (Chair)<br />

E.ON Sverige AB (Chair)<br />

E.ON UK plc (Chair)<br />

Hubertus Schmoldt, Hanover<br />

First Deputy Chairman<br />

Secretary General of the Mining, Chemical and Energy<br />

Industrial Union (IG BCE)<br />

a) Bayer AG<br />

Deutsche BP AG<br />

DOW Olefinverbund GmbH<br />

E.ON AG<br />

RAG Aktiengesellschaft<br />

Fritz Kollorz, Recklinghausen<br />

Deputy Chairman<br />

Former Member of the National Executive of the Mining,<br />

Chemical and Energy Industrial Union (IG BCE)<br />

a) DSK Anthrazit Ibbenbüren GmbH<br />

RAG Aktiengesellschaft<br />

STEAG Aktiengesellschaft<br />

TUI AG<br />

Vattenfall Europe AG<br />

Vattenfall Europe Generation Verwaltungs-AG<br />

Ludwig Ladzinski, Bottrop<br />

Deputy Chairman<br />

Chairman of the Working Group of Works Councils<br />

in the RAG Group and<br />

Chairman of the General Works Council of<br />

Deutsche Steinkohle AG<br />

a) RAG Aktiengesellschaft<br />

Dr.-Ing. Ekkehard D. Schulz, Duesseldorf<br />

Deputy Chairman<br />

Chairman of the Management Board of ThyssenKrupp AG<br />

a) AXA Konzern AG<br />

Bayer AG<br />

MAN Aktiengesellschaft (Chair)<br />

RAG Aktiengesellschaft<br />

RWE AG<br />

ThyssenKrupp Elevator AG (Chair)<br />

ThyssenKrupp Services AG (Chair)<br />

ThyssenKrupp Technologies AG (Chair)<br />

Jan Zilius, Cologne<br />

Deputy Chairman<br />

Member of the Management Board of RWE AG<br />

a) Harpen AG (Chair)<br />

RAG Aktiengesellschaft<br />

RWE Dea AG (Chair)<br />

RWE Energy AG


Martin Becker, Großrosseln<br />

ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Deputy Chairman of the Works Council of the Saar Mine,<br />

a) RAG Aktiengesellschaft<br />

Berthold A. Bonekamp, Essen<br />

Member of the Management Board of RWE AG<br />

a) Berlinwasser Holding AG<br />

RAG Aktiengesellschaft<br />

RheinEnergie AG<br />

RWE Rhein-Ruhr AG (Chair)<br />

RWE Westfalen-Weser-Ems AG (Chair)<br />

STEAG Aktiengesellschaft*<br />

b) Berliner Wasserbetriebe AöR<br />

RWE Energy Nederland B.V.<br />

RWE Npower Holdings plc<br />

STOEN S.A. (Chair)<br />

V´ychodoslovenská energetika, a. s.<br />

Klaus Brandner, MdB, Berlin<br />

SPD spokesman on the economy and employment in the<br />

German Bundestag<br />

a) RAG Aktiengesellschaft<br />

Dr. Ludger Diestelmeier, Essen<br />

Managing Director of the administrative company<br />

RAG Beteiligung mbH<br />

Dr. Hans Michael Gaul, Duesseldorf<br />

Member of the Management Board of E.ON AG<br />

a) Allianz Versicherungs-AG<br />

Degussa AG*<br />

DKV Deutsche Krankenversicherung AG<br />

E.ON Energie AG<br />

E.ON Ruhrgas AG<br />

RAG Aktiengesellschaft<br />

STEAG Aktiengesellschaft*<br />

VOLKSWAGEN AG<br />

b) E.ON Nordic AB<br />

E.ON Sverige AB<br />

Ralf Giesen, Hanover<br />

Secretary of the Board of the Mining,<br />

Chemical and Energy Industrial Union (IG BCE)<br />

a) Altana AG<br />

RAG Aktiengesellschaft<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Dietmar Hexel, Berlin<br />

Member of the Managing Board of the German<br />

Confederation of Trade Unions (Deutscher Gewerkschaftsbund)<br />

a) Georgsmarienhütte Holding GmbH<br />

RAG Aktiengesellschaft<br />

b) DGB Vermögenstreuhandgesellschaft mbH<br />

Wolfgang Junge, Hamm<br />

Chairman of the Works Council of the Ost Mine<br />

a) RAG Aktiengesellschaft<br />

Dr. Manfred Krüper, Duesseldorf<br />

Member of the Management Board of E.ON AG<br />

(until November 30, <strong>2006</strong>)<br />

a) Degussa AG*<br />

E.ON Energie AG<br />

equitrust Aktiengesellschaft (Chair)<br />

RAG Aktiengesellschaft<br />

VICTORIA Lebensversicherung AG<br />

VICTORIA Versicherung AG<br />

b) E.ON North America, Inc. (Chair)<br />

Dr. Norbert Lammert, MdB, Berlin<br />

President of the German Bundestag<br />

a) RAG Aktiengesellschaft<br />

b) Kultur Ruhr GmbH<br />

Ruhrfestspiele Recklinghausen GmbH<br />

Ingrid Matthäus-Maier, Frankfurt<br />

Speaker of the Management Board of KfW<br />

Bankengruppe (effective October 1, <strong>2006</strong>)<br />

a) Deutsche Post AG<br />

Deutsche Telekom AG<br />

RAG Aktiengesellschaft<br />

Salzgitter Mannesmann Handel GmbH<br />

121


122<br />

Prof. h.c. (CHN) Dr. Ulrich Middelmann, Duesseldorf<br />

Deputy Chairman of the Management Board of ThyssenKrupp AG<br />

a) Commerzbank AG<br />

E.ON Ruhrgas AG<br />

LANXESS AG<br />

LANXESS Deutschland GmbH<br />

RAG Aktiengesellschaft<br />

ThyssenKrupp Elevator AG<br />

ThyssenKrupp reinsurance AG (Chair)<br />

ThyssenKrupp Stainless AG (Chair)<br />

ThyssenKrupp Steel AG (Chair)<br />

b) Hoberg & Driesch GmbH (Chair)<br />

ThyssenKrupp Acciai Speciali Terni S.p.A.<br />

ThyssenKrupp (China) Ltd.<br />

ThyssenKrupp Risk and Insurance Services GmbH (Chair)<br />

Elvira Rohde, Essen<br />

Chair of the Group Works Council of RAG<br />

Aktiengesellschaft (until December 31, <strong>2006</strong>)<br />

a) RAG Aktiengesellschaft<br />

Dr. Klaus Sturany, Dortmund<br />

Member of the Management Board of RWE AG<br />

a) Commerzbank AG<br />

Hannover Rückversicherung AG<br />

Heidelberger Druckmaschinen AG<br />

RAG Aktiengesellschaft<br />

RWE Energy AG<br />

RWE Power AG<br />

RWE Systems AG (Chair)<br />

b) Österreichische Industrieholding AG<br />

RWE Npower Holdings plc<br />

Gerald Weiss, MdB, Berlin<br />

Chairman of the Committee on Labor and<br />

Social Issues of the German Bundestag<br />

a) RAG Aktiengesellschaft


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

MANAGEMENT BOARD OF RAG BETEILIGUNGS-AG<br />

Dr. Werner Müller, Muelheim a. d. Ruhr<br />

Chairman<br />

a) Degussa AG (Chair)<br />

Deutsche Bahn AG (Chair)<br />

Deutsche Steinkohle Aktiengesellschaft (Chair)<br />

STEAG Aktiengesellschaft (Chair)<br />

b) g.e.b.b. Gesellschaft für Entwicklung, Beschaffung<br />

und Betrieb mbH (Chair)<br />

Stadler Rail AG<br />

Dr. Klaus Engel, Muelheim a.d. Ruhr<br />

b) Degussa International AG (President)<br />

Personalstiftung of Degussa International AG<br />

Degussa CEE GmbH (Chair)<br />

Dr. Alfred Oberholz, Marl<br />

a) Oxeno Olefinchemie GmbH (Chair)<br />

b) Degussa Antwerpen NV (Chair)<br />

Degussa Brasil Ltda.<br />

Degussa (China) Co., Ltd. (Chair)<br />

Degussa Corp.<br />

Degussa Taiwan Ltd. (Chair)<br />

Dr. Peter Schörner, Bochum<br />

a) Degussa AG<br />

Deutsche Steinkohle Aktiengesellschaft<br />

STEAG Aktiengesellschaft<br />

b) RAG BILDUNG GmbH<br />

Dr. Alfred Tacke, Essen<br />

a) Saar Ferngas AG (Chair)<br />

STEAG Saar Energie AG (Chair)<br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Heinz-Joachim Wagner, Bad Nauheim<br />

b) Degussa Brasil Ltda. (Chair)<br />

Degussa Corp. (Chair)<br />

Pensionskasse Degussa VvaG<br />

Degussa Bank GmbH<br />

WestLB<br />

B. Metzler Seel. Sohn & Co. Holding AG<br />

B. Metzler Seel. Sohn & Co. KGaA<br />

Ulrich Weber, Krefeld<br />

a) Degussa AG<br />

Deutsche Montan Technologie GmbH (Chair)<br />

Deutsche Steinkohle Aktiengesellschaft<br />

HDI Privat Versicherung AG<br />

HDI Industrie Versicherung AG<br />

HDI Service AG<br />

STEAG Saar Energie AG<br />

Saar Ferngas AG<br />

b) RAG BILDUNG GmbH (Chair)<br />

a) Membership on other statutory<br />

supervisory boards (on December 31, <strong>2006</strong>)<br />

b) Membership on comparable German and foreign<br />

supervisory bodies of business enterprises<br />

(on December 31, <strong>2006</strong>)<br />

* until December 31, <strong>2006</strong><br />

Degussa AG, as of January 2, 2007 Degussa GmbH<br />

STEAG AG, as of January 2, 2007 STEAG GmbH<br />

123


124<br />

Major Shareholdings<br />

Equity 1) RAG Beteiligungs-AG share including<br />

holdings pursuant to Section 16 AktG<br />

As of December 31, <strong>2006</strong> Direct Indirect Total<br />

I. Consolidated companies<br />

Other companies<br />

Germany<br />

€ million % % %<br />

1. RAG Immobilien Holding GmbH, Essen 168.0 100.00 100.00<br />

2. RAG Projekt-Beteiligungs-GmbH & Co. KG, Essen 343.3 99.00 99.00<br />

3. RAG Projektgesellschaft mbH, Essen 6,514.1 100.00 100.00<br />

4. RBV Verwaltungs-GmbH (formerly RB Verwaltungsgesellschaft<br />

für die Beteiligung an der Rütgerswerke mbH), Essen 251.9 100.00 100.00<br />

Subgroup RAG IMMOBILIEN<br />

Germany<br />

5. RAG Immobilien GmbH (formerly RAG Immobilien AG), Essen 121.5 5.00 95.00 100.00<br />

6. Aachener Bergmannssiedlungsgesellschaft mbH, Herzogenrath 29.5 100.00 100.00<br />

7. EBV GmbH, Herzogenrath 30.1 100.00 100.00<br />

8. Gesellschaft für Wohnen Datteln mbH, Datteln 23.1 73.40 73.40<br />

9. Lünener Wohnungs- und Siedlungsgesellschaft mbH, Lünen 36.0 100.00 100.00<br />

10. Montan-Grundstücksgesellschaft mbH, Essen 36.6 100.00 100.00<br />

11. RAG Immobilien Management GmbH<br />

(formerly RH Immobilien GmbH), Essen 1.1 100.00 100.00<br />

12. RAG Wohnimmobilien GmbH, Essen 42.5 100.00 100.00<br />

13. Rhein Lippe Wohnen GmbH, Duisburg 169.2 100.00 100.00<br />

14. Siedlung Niederrhein GmbH, Dinslaken 56.5 100.00 100.00<br />

15. Walsum Immobilien GmbH, Duisburg 24.5 94.90 94.90<br />

16. Wohnbau Auguste Victoria GmbH, Marl 35.1 100.00 100.00<br />

17. Wohnbau Westfalen Beteiligungs-GmbH, Essen 85.5 100.00 100.00<br />

18. Wohnbau Westfalen GmbH, Dortmund 138.1 100.00 100.00<br />

19. Wohnungsbaugesellschaft mbH „Glückauf“, Moers 52.7 100.00 100.00<br />

Subgroup STEAG<br />

Germany<br />

20. STEAG AG, Essen 509.9 5.10 94.90 100.00<br />

21. RAG Saarberg Energiebeteiligungsgesellschaft mbH,<br />

Saarbrücken 209.2 100.00 100.00<br />

22. RAG Saarberg GmbH, Saarbrücken 468.1 94.90 94.90<br />

23. RAG Trading GmbH, Essen 35.0 100.00 100.00<br />

24. RAG Verkauf GmbH, Essen 0.5 51.00 51.00<br />

25. Saar Ferngas AG, Saarbrücken 140.2 76.88 76.88<br />

26. SOTEC GmbH, Saarbrücken 20.5 50.10 50.10<br />

27. STEAG Entsorgungs-GmbH, Dinslaken 34.0 100.00 100.00<br />

28. STEAG Fernwärme GmbH, Essen 20.5 100.00 100.00<br />

29. STEAG Saar Energie AG, Saarbrücken 40.9 100.00 100.00<br />

International<br />

30. Compañia Eléctrica de Sochagota S.A.E.S.P., Tunja 108.3 51.00 51.00<br />

31. Iskenderun Enerji Üretim ve Ticaret Anonim Sirketi, Ankara 895.0 51.00 51.00


ACTIVE<br />

Foreword<br />

Management <strong>Report</strong><br />

Consolidated Financial Statements<br />

Notes<br />

<strong>Report</strong> of the Supervisory Board<br />

Corporate Bodies<br />

Major Shareholdings<br />

Equity 1) RAG Beteiligungs-AG share including<br />

holdings pursuant to Section 16 AktG<br />

As of December 31, <strong>2006</strong> Direct Indirect Total<br />

€ million % % %<br />

32. STEAG State Power, Inc., Makati City 75.7 89.00 89.00<br />

Subgroup RAG Coal International<br />

Germany<br />

33. RAG Coal International GmbH<br />

(formerly RAG Coal International AG), Essen 333.5 100.00 100.00<br />

34. DBT GmbH, Lünen 53.7 100.00 100.00<br />

35. RAG Coal International Verwaltungs GmbH, Essen 18.7 100.00 100.00<br />

36. RÜTGERS Chemicals GmbH (formerly RÜTGERS Chemicals<br />

Aktiengesellschaft), Castrop-Rauxel 61.1 100.00 100.00<br />

37. Rütgers GmbH, Essen 457.0 100.00 100.00<br />

38. RÜTGERS Rail Verwaltungs GmbH, Essen 49.7 100.00 100.00<br />

39. SAGumex GmbH, Essen 25.6 100.00 100.00<br />

International<br />

40. DBT America Inc., Houston 35.6 100.00 100.00<br />

41. DBT Australia LAD Pty., Argenton 19.2 100.00 100.00<br />

42. Enerco Holding B.V., Buchten 21.5 100.00 100.00<br />

43. Mars Laminate Systems Corp.<br />

(formerly Isola Holdings USA Corp.), Wilmington – 0.3 100.00 100.00<br />

44. VFT Belgium N.V., Zelzate 30.4 100.00 100.00<br />

Subgroup Degussa<br />

Germany<br />

45. Degussa AG, Düsseldorf 2,739.3 0.58 99.42 100.00<br />

46. Degussa Initiators GmbH & Co. KG, Pullach 7.3 100.00 100.00<br />

47. Goldschmidt GmbH, Essen 127.0 100.00 100.00<br />

48. Oxeno Olefinchemie GmbH, Marl 38.6 100.00 100.00<br />

49. Röhm GmbH (formerly Röhm GmbH & Co. KG), Darmstadt 168.2 100.00 100.00<br />

50. RohMax Additives GmbH, Darmstadt 31.2 100.00 100.00<br />

51. Stockhausen GmbH, Krefeld 127.4 100.00 100.00<br />

International<br />

52. Cyro <strong>Industries</strong> Inc., Rockaway 147.2 100.00 100.00<br />

53. Degussa (China) Co., Ltd., Peking 62.8 100.00 100.00<br />

54. Degussa Amalgamation Ltd., Milton Keynes 798.1 100.00 100.00<br />

55. Degussa Antwerpen N.V., Antwerp 130.0 99.99 99.99<br />

56. Degussa Brasil Ltda., São Paulo 96.6 100.00 100.00<br />

57. Degussa Canada Inc., Burlington 47.4 100.00 100.00<br />

58. Degussa Corporation, Parsippany 1,289.1 100.00 100.00<br />

59. Degussa Japan Co., Ltd., Tokyo 69.5 100.00 100.00<br />

60. Degussa UK Holdings Ltd., London 144.6 100.00 100.00<br />

61. Goldschmidt Chemical Corp., Hopewell – 6.9 100.00 100.00<br />

62. Laporte Speciality Organics Limited, Milton Keynes 625.6 100.00 100.00<br />

63. Nippon Aerosil Co., Ltd., Tokyo 47.3 80.00 80.00<br />

64. RohMax USA, Inc., Horsham 32.8 100.00 100.00<br />

65. Stockhausen Inc., Greensboro 47.0 100.00 100.00<br />

125


126<br />

Equity 1) RAG Beteiligungs-AG share including<br />

holdings pursuant to Section 16 AktG<br />

As of December 31, <strong>2006</strong> Direct Indirect Total<br />

II. Joint ventures (accounted for using the equity method)<br />

Subgroup STEAG<br />

Germany<br />

€ million % % %<br />

66. Pfalzgas GmbH, Frankenthal 41.4 50.00 50.00<br />

67. REG Raffinerie-Energie oHG, Köln 5.6 80.00 80.00<br />

III. Associates (accounted for using the equity method)<br />

Subgroup STEAG<br />

Germany<br />

68. Fernwärmeversorgung Niederrhein GmbH, Dinslaken 33.2 26.00 26.00<br />

69. Kraftwerk Bexbach Verwaltungsgesellschaft mbH, Bexbach 24.2 33.33 33.33<br />

International<br />

70. ARKAD Deniz Tasimaciligi A.S., Istanbul 25.0 48.90 48.90<br />

IV. Joint ventures (not accounted for using the equity method)<br />

Subgroup STEAG<br />

Germany<br />

71. Kraftwerk Voerde STEAG-RWE oHG, Voerde 6.4 75.00 75.00<br />

V. Associates (not accounted for using the equity method)<br />

Subgroup STEAG<br />

Germany<br />

72. energis GmbH Dienstleistungen für Energie und Umwelt,<br />

Saarbrücken 132.3 26.12 26.12<br />

73. Ferngas Nordbayern GmbH, Nürnberg 8.8 20.00 20.00<br />

74. SpreeGas Gesellschaft für Gasversorgung und<br />

Energiedienstleistung mbH, Cottbus 20.6 31.10 31.10<br />

75. Stadtwerke GmbH Bad Kreuznach, Bad Kreuznach 56.9 24.52 24.52<br />

76. Stadtwerke Trier Versorgungs GmbH, Trier 47.6 24.90 24.90<br />

1) Amounts originally denominated in foreign currencies have been translated at the closing rates prevailing in December


Publication Credits<br />

Publisher<br />

RAG Beteiligungs-AG<br />

Rellinghauser Straße 1–11<br />

45128 Essen, Germany<br />

E-Mail: info@rag.de<br />

www.rag.de<br />

Contact<br />

Communications and Management Board Office<br />

Telephone + 49 (0) 201-177 38 99<br />

Fax + 49 (0) 201-177 29 11<br />

Investor Relations<br />

Telephone + 49 (0) 201-177 20 89<br />

Fax + 49 (0) 201-177 20 97<br />

investor.relations@rag.de<br />

Design and layout<br />

Kuhn, Kammann & Kuhn AG, Cologne, Germany<br />

Photography<br />

Vulkanarchiv, Bochum, (cover, p. 2, p. 4)<br />

Getty Images (p. 6)<br />

Corbes (p. 8)<br />

Claudia Kempf, Wuppertal (p. 10)<br />

Translation<br />

Gehlert GmbH, Legal and Financial Translations,<br />

Frankfurt am Main, Germany<br />

Typesetting<br />

Zerres GmbH, Leverkusen, Germany<br />

Printing and lithography<br />

Laupenmühlen Druck GmbH & Co. KG, Bochum,<br />

Germany<br />

127


RAG Beteiligungs-AG<br />

Rellinghauser Straße 1–11<br />

45128 Essen<br />

Germany<br />

E-Mail: info@rag.de<br />

www.rag.de

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