Annual Report 2006 - Evonik Industries
Annual Report 2006 - Evonik Industries
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
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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 />
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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 />
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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 />
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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