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Consolidated financial statement 2011 - Aquafin

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Green light for clear water<br />

Annex to the Annual Report<br />

<strong>Consolidated</strong> <strong>financial</strong><br />

<strong>statement</strong> <strong>2011</strong><br />

According to IFRS


Content<br />

3<br />

Report of the Board<br />

of Directors on the<br />

<strong>financial</strong> year <strong>2011</strong><br />

21<br />

<strong>Consolidated</strong><br />

<strong>financial</strong> <strong>statement</strong><br />

1


2<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong>


Report of the Board<br />

of Directors for<br />

the <strong>financial</strong> year <strong>2011</strong><br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

Most important developments during the <strong>financial</strong> year 4<br />

Expansion of the wastewater treatment infrastructure for the Flemish Region 7<br />

Management of the wastewater treatment infrastructure for the Flemish Region 10<br />

Services beyond the scope of the agreement with the Flemish Region 13<br />

Research and product development 14<br />

Major risk factors 15<br />

The most important developments after the close of the <strong>financial</strong> year 16<br />

Comments with regard to the consolidated balance sheet 17<br />

Comments on the consolidated profit and loss <strong>statement</strong><br />

and the overview of realised and unrealised results 18<br />

3


4<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

As set out in our strategic plan, <strong>Aquafin</strong> has continued with<br />

the expansion and intensification of our core activities in<br />

accordance with the model of 'customer intimacy'. The volume<br />

of studies and tendered projects for the Flemish Region<br />

and the municipal clients combined was exceptionally high<br />

in <strong>2011</strong>.<br />

Operationally, we scored very well, with a treated-water<br />

quality that was better than it had ever been. With those<br />

results, we were able to strengthen our reputation as a centre<br />

of expertise throughout the wastewater cycle in Belgium<br />

and abroad.<br />

Most important developments during<br />

the <strong>financial</strong> year<br />

FROM SUPPLY TO DEMAND-DRIVEN COMPANY<br />

n<br />

Clear commitments to stakeholders<br />

<strong>Aquafin</strong>'s unique selling proposition is our complete<br />

familiarity with the wastewater cycle. At the European level,<br />

we are among the leaders in every aspect of water treatment:<br />

from sector expertise, technical and technological expertise<br />

to operational experience, asset management and <strong>financial</strong><br />

expertise. As a result, we can offer our clients a full range of<br />

services within the business model of 'customer intimacy'.<br />

For our clients, that means custom work, transparent<br />

budgets and clear schedules. We are not concerned solely<br />

with satisfied customers who will return. We want all of our<br />

stakeholders to have pleasant experiences when they have<br />

dealings with <strong>Aquafin</strong>.<br />

The greater the level of autonomy of teams and individual<br />

employees, the clearer it will have to be for everyone what<br />

the company stands for and where we want to go.<br />

<strong>Aquafin</strong> already had a clearly defined mission, a vision and<br />

explicit company values. Those values have been translated<br />

further over the past year into concrete commitments to all<br />

of our stakeholders. These commitments are not inflexibly<br />

cast in stone; they are a framework that clearly shows how<br />

personnel should treat customers and other stakeholders on<br />

the basis of the company philosophy, without having to check<br />

with superiors at every turn. That gives more freedom of<br />

movement for taking initiative.<br />

n<br />

Creation of process-driven teams<br />

To be able to work customer-driven, <strong>Aquafin</strong> had to<br />

transform itself from being supply-driven to demand-driven.<br />

In <strong>2011</strong>, we went further with the implementation of processdriven<br />

work throughout the organisation. As part of that<br />

programme, the complete IT architecture was redesigned.<br />

The first migrations will take place in 2012.<br />

Demand-driven operations means much more than simply<br />

turning the company structure, however. To be successful,<br />

the learning capability of the organisation must be improved<br />

and the autonomy of the personnel strengthened. Within the<br />

company, we are creating multidisciplinary teams that are<br />

collectively responsible for a complete process and we are<br />

essentially abandoning the idea of specialised departments.<br />

The biggest step in that area was the installation of the<br />

business units at the end of last year; which should improve<br />

the interaction between the core processes of Vision creation<br />

on the network and Accelerated project execution and the<br />

management process of Account management.<br />

CONTINUOUS IMPROVEMENT<br />

We believe that Continuous Improvement is such<br />

a necessity that the way that we want to grow as an<br />

organisation is defined as a process in <strong>Aquafin</strong>.<br />

It is expressed by bringing improvement proposals<br />

together across departments and prioritising them<br />

on the basis of business cases, by monitoring<br />

implementation and checking on the results achieved.<br />

Specific Continuous Improvement disciplines, which<br />

were previously scattered throughout the company,<br />

have been brought together in the Business Excellence<br />

department, which was established in <strong>2011</strong>: Process<br />

Management, Knowledge Creation, Cost Management,<br />

and Energy Management.


FINANCING AQUAFIN IN A CHANGED MARKET<br />

n<br />

Implementation phase 2 purchase of VMM assets<br />

n<br />

Shift to institutional investors<br />

In <strong>2011</strong>, <strong>Aquafin</strong>'s financing needs were much greater than<br />

they had been in the previous years. That was primarily due<br />

to the purchase of the properties and plants of the Vlaamse<br />

Milieumaatschappij (Flemish Environmental Agency) that<br />

the region had imposed. In the current <strong>financial</strong> situation,<br />

it is advisable to prepare the financing before it is needed,<br />

even though <strong>Aquafin</strong> had never had problems in that respect.<br />

After the banking and <strong>financial</strong> crisis, the financing<br />

landscape had become drastically different. The 'cost of fund' of<br />

the banks has risen sharply and a high degree of diversification<br />

between the banks has taken place. As a result, the banks<br />

were limited in their ability to provide additional loans, but<br />

the possibilities of borrowing via commercial paper from other<br />

investors were sufficiently extensive. With its strong credit<br />

rating, <strong>Aquafin</strong> certainly qualified. That alternative financing<br />

was found with Belgian institutional investors, based on our<br />

own borrowing documentation, and sought via BNP Paribas<br />

Fortis and Dexia Bank Belgium.<br />

n<br />

New borrowing from the European Investment Bank<br />

Negotiations are also underway with the European<br />

Investment Bank for new credit. The EIB and <strong>Aquafin</strong> have been<br />

working together since 1994. <strong>Aquafin</strong> is very grateful to that<br />

institution for the advice and the support it has given during all<br />

this time. Including the eighth loan that is now in preparation,<br />

the European Investment Bank has supported the watertreatment<br />

sector in Flanders to the amount of €1.4 billion.<br />

n<br />

New financing challenges<br />

The evolution on the <strong>financial</strong> markets has had an impact<br />

on the structure under which <strong>Aquafin</strong> meets its <strong>financial</strong><br />

needs. Until 2010, there was a match between the payments<br />

of the principle on the loans over the long term and the<br />

receipts from invoices to the Flemish Region / drinking water<br />

companies. The result of the changed market conditions is<br />

that <strong>Aquafin</strong> cannot continue to meet the financing<br />

requirement with credit with the desired characteristics (loans<br />

with terms of less than 30 years and 'bullet' loans where only<br />

the interest is paid and not the principal, rather than loans<br />

where the principle is also paid down). It therefore becomes<br />

possible for the payments by the drinking water companies<br />

not to completely cover the repayments of the loans, with the<br />

result that there is a risk that no financing at reasonable terms<br />

is available in the cash or capital markets at the moment that<br />

the existing financing arrangements expire. <strong>Aquafin</strong> will always<br />

be able to count on the drinking water companies/the Flemish<br />

Region for revenues to repay all of the loans. The latter is<br />

explicitly stated for the long-term loans, which fall under the<br />

allocation agreement (allocation ratio).<br />

In addition to the financing of the optimisation programme,<br />

long-term financing has been acquired to purchase treatment<br />

plants and the property of the Vlaamse Milieumaatschappij<br />

(Flemish Environmental Agency). The first phase of the<br />

purchase took place in 2010, for an amount of more than<br />

€150 million. In <strong>2011</strong>, the second phase of that operation<br />

was executed and <strong>Aquafin</strong> purchased property and plants of<br />

the VMM assets for nearly €154 million.<br />

In 1994, under the terms of the management agreement<br />

between the Flemish Region and <strong>Aquafin</strong>, the company<br />

acquired the user rights for the treatment plants that had<br />

already been established before the company was operating.<br />

Those plants are not carried on the <strong>Aquafin</strong> balance sheets.<br />

The capital spending for the renovations and expansion of<br />

those plants, which <strong>Aquafin</strong> has had done over the previous<br />

several years, are carried on our balance sheets. Inasmuch as<br />

the management of those assets by two parties proved not<br />

to be efficient, the Flemish Government decided to allow<br />

<strong>Aquafin</strong> to purchase, operate and finance the plants and<br />

the property that were in the hands of the VMM. To make<br />

the financing of those purchases of the VMM plants possible,<br />

the management agreement and the affectation agreement<br />

were amended.<br />

Part of the purchase was not done with borrowed capital,<br />

but financed from equity, and is not charged in the drinking<br />

water invoices. The matching amount may be charged if<br />

the management agreement were ever to come to an end.<br />

The part that is being financed with borrowed capital will<br />

be charged over a period of 20 years. To finance the purchase,<br />

<strong>Aquafin</strong> approached non-<strong>financial</strong> institutions, including<br />

insurance companies and pension funds, whose own<br />

obligations (cf. Solvency II) led them to favour this credit<br />

formula. In general, they were interested in an amortised debt<br />

repayment over 20 years, which matches the invoice streams<br />

to the drinking water companies.<br />

n<br />

<strong>Aquafin</strong>´s credit rating matches that of the Flemish Region<br />

Credit rating agency Moody´s lowered Belgium´s credit<br />

rating at the end of <strong>2011</strong>. A short time later, the Flemish Region,<br />

the Francophone Community and the Walloon Region also<br />

saw their credit ratings lowered. The Flemish Region went down<br />

by two levels to Aa2, with negative prospects. That rating was<br />

still higher than the rating of Belgium, which is Aa3.<br />

The assessment of the creditworthiness of <strong>Aquafin</strong> is at the<br />

same level as the Flemish Region. That adjustment was only<br />

inspired by the close band that <strong>Aquafin</strong> has with the Flemish<br />

Region. It is not affected by <strong>Aquafin</strong>'s <strong>financial</strong> structure,<br />

which is unchanged.<br />

Report of the Board of Directors<br />

5


6<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

The P-1 short-term rating remained unchanged. Even with<br />

that changed rating, <strong>Aquafin</strong> was still at the top of creditworthy<br />

companies. The company continued to enjoy the<br />

confidence of various lenders.<br />

n<br />

Active interest management<br />

Through active management of the interest risk <strong>Aquafin</strong><br />

wishes to optimize the financing costs. In May 2006, the Board<br />

of Directors approved the outlines of a dynamic management<br />

procedure for interest-rate risks. The interest policy was<br />

modified in 2008. In 2009, primarily the descriptions and<br />

definitions were modified. No changes were made to the<br />

principles themselves.<br />

Active interest management can be applied to a maximum<br />

of 35% of the underlying debt of <strong>Aquafin</strong>’s total long-term<br />

debts. Its objective is to achieve interest savings. The portfolio<br />

may be built up as follows: minimum of 65% of fixed interest<br />

rates and 35% of variable rates, 25% of which with a maximum<br />

ceiling and 10% fully variable. To cover future financing needs,<br />

the interest rate policy results in a dynamic interestmanagement<br />

programme up to 50% of the future long-term<br />

debts, with a 5-year horizon. It is important to ensure that<br />

the risks are covered and that an underlying loan matches<br />

the coverage structure.<br />

n<br />

Bookkeeping converted to the international standard<br />

As of year-end at 31 December <strong>2011</strong>, <strong>Aquafin</strong> reports<br />

according to the IFRS standards that apply. In addition to<br />

reporting in accordance with the Belgian Generally Accepted<br />

Accounting Principles (Belgian GAAP), consolidated IFRS<br />

<strong>financial</strong> <strong>statement</strong>s are also prepared. They include a balance<br />

<strong>statement</strong>, an overview of realised and unrealised results,<br />

a change overview of net equity, cash flow <strong>statement</strong> and<br />

extensive explanations, including valuation rules.<br />

EU FINE FOR BELGIUM - THE LATEST STATE<br />

OF AFFAIRS<br />

At the moment, Belgium is not compliant with the<br />

provisions of the European Urban Waste Water Directive for<br />

agglomerations of more than 10,000 people equivalents.<br />

In respect of that situation, Europe is filing an application with<br />

the European Court to have Belgium found to be in violation.<br />

With respect to Flanders, there is only one agglomeration/<br />

treatment plant – the one in Beersel – that is not completely<br />

compliant. That plant is operational, but the mandatory<br />

samples couldn’t be submitted for a full year yet.<br />

The <strong>financial</strong> results of the interest management are<br />

calculated against individual benchmarks (the result of an<br />

individual strategy in comparison with the applicable interest<br />

swap at the moment of the establishment/execution of the<br />

structure). The interest cost of the underlying loan must be<br />

taken together with the results of the structure built on top of<br />

it, in order to see <strong>Aquafin</strong>'s ultimate debt burden. The <strong>financial</strong><br />

results are offset with the drinking-water companies.<br />

New structures were established in <strong>2011</strong> for our future<br />

financing requirements. Existing strategies were also optimised.<br />

That allows <strong>Aquafin</strong> to stay within the 35% to 50% range.<br />

Half of the returns from the interest-rate management are<br />

deducted immediately from the invoice to the drinking-water<br />

companies. The other half is retained within the company as<br />

a buffer for possible optimisations. At the end of the year,<br />

the global result of all of the hedging operations combined is<br />

reviewed so that every euro placed in the buffer is deducted<br />

from the invoice to the drinking-water companies.


Expansion of the wastewater treatment<br />

infrastructure for the Flemish Region<br />

During <strong>2011</strong>, we brought the people who were working on<br />

the Vision creation of the network, the Accelerated Execution<br />

of Projects and Account Management together into business<br />

units. In doing that, we prepared our core processes for<br />

future growth. In spite of the internal focus, a large number<br />

of projects for expanding the treatment infrastructure in<br />

Flanders were carried out. When we look at all of the contract<br />

amounts for the region and for client municipalities<br />

combined, <strong>2011</strong> was even one of the best years ever. We expect<br />

that working in business units will really start to pay off in<br />

2012, so that we can develop, execute and finish projects<br />

completely in accordance with our own high quality standards<br />

and we can also deliver the results that the clients want.<br />

On 31 December <strong>2011</strong>, the investment-project order<br />

portfolio for the Flemish Region amounted to more than<br />

€1.3 billion for 1,316 projects. Up until that date, <strong>Aquafin</strong> had<br />

delivered 2,268 new-build and renovation projects worth<br />

nearly €3 billion.<br />

VALUE PROJECT PORTFOLIO<br />

n<br />

In design phase:<br />

€934.03 mio<br />

n<br />

Delivered<br />

€2,964.21 mio<br />

Last year, we developed a multilateral agreement for<br />

study contracts. That way, we want to expand a long-term<br />

relationship with high-quality study bureaus and we can reserve<br />

capacity in the market without disrupting it. The agreement<br />

should also reduce the time required to award contracts.<br />

The call for candidates has gone out.<br />

The business units will also intensify the cooperation with<br />

the operational teams and lead to treatment areas that<br />

function optimally. The regional engineers within the Vision<br />

creation process will play a particularly important role in our<br />

asset management.<br />

n<br />

Increased tendering volumes<br />

In <strong>2011</strong>, <strong>Aquafin</strong> put projects worth €154 million out to<br />

tender for the Flemish Region. That is €3 million more than in<br />

2010. The target of €160 million was adjusted to €157 million<br />

based on the actual prices that the contractors submitted<br />

during the project tender process. Ninety-eight per cent of<br />

that amount has been achieved. With the Urban Waste<br />

Water Directive having been nearly completely implemented,<br />

the projects that remained to be tendered were relatively<br />

small. Such projects demand a lot of technical and<br />

administrative monitoring, but each one of them contributes<br />

individually to the global tendering volumes. For 2012,<br />

the target has been set at €183 million, on the assumption that<br />

that objective fits within the budgets of the Flemish Region.<br />

n<br />

n<br />

Awarded and<br />

contracted out:<br />

€403.51 mio<br />

Vision development concerning the expansion and<br />

management of the wastewater treatment infrastructure<br />

In hydraulic studies, the physical parameters of the system<br />

are registered and formalised. In <strong>2011</strong>, <strong>Aquafin</strong> delivered<br />

36 hydronaut studies worth a total of more than €3 million.<br />

Twenty-five of those were needed for the expansion of the<br />

sewer system. The other 11 studies were intended to increase<br />

the knowledge about the wastewater treatment areas.<br />

For all agglomerations, a determination has been<br />

made of the water-treatment infrastructure that is<br />

a priority in order to comply with the Urban Waste<br />

Water Directive. In municipalities of greater than<br />

10,000 people equivalents, all of the treatment plants<br />

have been delivered. All of the collector sewers have<br />

already been put into use, but three projects are still to<br />

be delivered. At the beginning of 2012, in agglomerations<br />

of between 2,000 and 10,000 people equivalents, only<br />

one treatment plant – in Melsbroek – was still missing.<br />

That plant will become operational in the course of<br />

2012. The remaining 13 priority collector sewers are all<br />

in progress.<br />

Report of the Board of Directors<br />

7


8<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

TENDER RHYTHM<br />

mio EURO<br />

300<br />

250<br />

200<br />

150<br />

100<br />

50<br />

DELIVERING RHYTHM<br />

mio EURO<br />

300<br />

250<br />

200<br />

150<br />

100<br />

50<br />

0<br />

2003 2004 2005 2006 2007 2008 2009 2010 <strong>2011</strong><br />

0<br />

2004 2005 2006 2007 2008 2009 2010 <strong>2011</strong><br />

n <strong>Aquafin</strong> n Other parties<br />

n Budget n Total<br />

By cooperating with municipalities and supramunicipalities,<br />

the amount that <strong>Aquafin</strong> executed for the Region rose from<br />

€154 million to €250 million.<br />

For the tendering of commercial projects, <strong>2011</strong> was a top<br />

year, with a total amount of more than €45 million. Both types<br />

of projects combined give one of the highest tendering<br />

volumes ever for projects for the expansion and optimisation<br />

of the treatment infrastructure in Flanders.<br />

n<br />

Just as many projects completed, but fewer delivered<br />

In <strong>2011</strong>, <strong>Aquafin</strong> delivered projects worth a total of<br />

€146 million for the Flemish Region. We executed projects<br />

worth €158 million, in accordance with the agreed target,<br />

but due to formal shortcomings in our delivery dossiers,<br />

the client only considered €146 million in projects as having<br />

been delivered. All of the treatment infrastructure built was<br />

put into service though and the formal aspects in the<br />

remaining dossiers were corrected early in 2012.<br />

In <strong>2011</strong>, 13 wastewater treatment plants were delivered:<br />

in Engsbergen, Sint-Joris-Winge, Kemmel, Vissenaken,<br />

Wetteren-Westrem, Kruiseke, Bavegem, Heldergem, Oplinter,<br />

Asse-Bekkerzeel, Duffel-Mijlstraat, Hoepertingen and Geetbets.<br />

Four treatment plants were renovated. Those plants are in<br />

Sint-Armands, Heist, Bocholt and Itegem.<br />

To transport the wastewater to the treatment<br />

plants, <strong>Aquafin</strong> laid 171 km of additional pipelines<br />

and put 55 pumping stations into operation. By the<br />

end of <strong>2011</strong>, <strong>Aquafin</strong> had a total of 256 treatment<br />

plants, 1,252 pumping stations and 4,914 km of<br />

pipelines under management. Of those pipelines,<br />

3,734 km were laid by <strong>Aquafin</strong>. The remaining 1,180 km<br />

is infrastructure that was taken over.<br />

The delivery target for 2012 amounts to €183 million,<br />

subject to the budgets and resources required being approved.<br />

This target has not been that high for more than 10 years.<br />

The targets for the commercial projects on behalf of the<br />

municipalities are also getting higher every year.


WATER TREATMENT IN FLANDERS IS NEARLY AT THE LEVEL OF<br />

THE NEIGHBOURING COUNTRIES<br />

Before the establishment of <strong>Aquafin</strong>, barely 28% of<br />

the household wastewater in Flanders was being treated.<br />

Twenty years on, the gap in the degree of treatment<br />

between the different basins is clearly narrowing and<br />

the total amount of treated water has more than doubled<br />

to 80%. That means that the Region is approaching the<br />

treatment levels of the neighbouring countries.<br />

Our neighbours began implementing the Urban Waste<br />

Water Directive in 1991 with a much higher level of<br />

treatment than Flanders: 94% in the Netherlands, 69% in<br />

France, 83% in the United Kingdom and 86% in Germany.<br />

Today, the treatment level in these countries is 5% to 14%<br />

higher, while Flanders made progress of 52% during that<br />

period. In absolute figures, there were more inhabitants<br />

connected over the past 20 years in the neighbouring<br />

countries, of course, but we are nevertheless proud of the<br />

results achieved.<br />

The progress that has been made is especially<br />

noteworthy because it is more complex in Flanders to<br />

expand the treatment infrastructure required than it is in<br />

the neighbouring countries.<br />

That is because of our high degree of ribbon<br />

construction. Germany and the Netherlands, for example,<br />

have very highly concentrated residential cores, making it<br />

possible to connect hundreds of thousands of residents<br />

to a single treatment plant with a limited number of<br />

pipelines. In Flanders, many more collector sewers and<br />

more small sewage works are needed to connect the same<br />

number of inhabitants. In terms of the process technology,<br />

those small works are also more complex.<br />

With respect to the quality of the household waste<br />

water treated, Flanders is already a leader in Europe.<br />

Our treatment plants are at the top of the league tables<br />

with respect to eliminating the waste flows delivered.<br />

England and Wales may well be able to show treatment<br />

percentages of 97%, for example, but only half (47%) of<br />

the treatment plants remove the nutrients nitrogen and<br />

phosphor. Several years ago, that percentage was only<br />

42% of the plants in France.* In Flanders, on the other<br />

hand, nutrients are removed from 98% of the sewer water<br />

that is connected to the treatment infrastructure.<br />

* Source: Eurostat.<br />

Report of the Board of Directors<br />

9


10<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

Management of the wastewater treatment<br />

infrastructure for the Flemish Region<br />

In <strong>2011</strong>, <strong>Aquafin</strong> achieved the best treatment results for<br />

the household wastewater ever. Those good results are partly<br />

due to the weather, but our good process management was<br />

the decisive factor.<br />

The effluent results of <strong>2011</strong> were evaluated for 249 wastewater<br />

treatment plants (WWTPs). Those are the watertreatment<br />

plans that the Flemish Region entrusted the<br />

operation of to <strong>Aquafin</strong> in 1994 and the plants that <strong>Aquafin</strong><br />

built itself and delivered to the Flemish Region and that<br />

the Flemish Environmental Agency currently has an inspection<br />

programme for.<br />

RECORD NUMBER OF TREATMENT PLANTS<br />

COMPLIED WITH ALL OF THE STANDARDS<br />

One water-treatment plant (light blue bar in the graph)<br />

did not satisfy the effluent standards of the European Urban<br />

Waste Water Directive. Until April 2004, the same standards<br />

were also the sector standards for the Flemish Region.<br />

The Jabbeke WWTP did not comply because of too many slight<br />

standard overruns for BOD and COD. The plant also did not<br />

achieve the mandatory elimination percentage for those<br />

parameters and for suspended solids.<br />

Two other treatment plants were only not compliant<br />

because of the stricter standards of the VLAREM amendment.<br />

They are shown in the graph with a middle blue bar.<br />

The Lede WWTP came up 4% short from achieving the<br />

mandatory elimination percentage for nitrogen. The annual<br />

average for phosphor for the Eksel WWTP was 0.1 mg/l<br />

too high.<br />

In <strong>2011</strong>, 246, or 98.8% of all plants, were compliant with the<br />

emission limits imposed (orange bar in the figure). The graph<br />

shows the development for the last ten years only, but there is<br />

no doubt that these are the best effluent results since <strong>Aquafin</strong><br />

was founded.<br />

EVALUATION OF THE WASTEWATER TREATMENT PLANTS<br />

100%<br />

90%<br />

80%<br />

70%<br />

60%<br />

50%<br />

40%<br />

30%<br />

20%<br />

10%<br />

0%<br />

2002 2003 2004 2005 2006 2007 2008 2009 2010 <strong>2011</strong><br />

n Complying with all standards<br />

n Non-compliant with the stricter Flemish standards of the “Vlarem Kleine Trein”<br />

n Non-compliant with the 2003 standards


LARGEST AMOUNT OF NUTRIENTS<br />

EVER SUPPLIED AND ELIMINATED<br />

The average elimination percentage has been stable for<br />

several years for BOD (98%), COD (90%) and suspended solids<br />

(96%). In 1995, the Flemish government adopted a standard<br />

of 75% for nitrogen and phosphorus for all of the public<br />

wastewater treatment plants combined. Those targets were<br />

also more than achieved in <strong>2011</strong> with 82% for nitrogen and<br />

86% for phosphorus. <strong>2011</strong> was a top year with new record<br />

elimination percentages for all of the parameters. Furthermore,<br />

there have never been such large volumes of phosphor and<br />

nitrogen delivered and eliminated.<br />

An inhabitant would, according to an EPAS study<br />

commissioned by the Vlaamse Milieumaatschappij (Flemish<br />

Environmental Agency), not discharge 54 g BOD per day,<br />

but only 44 g. Later studies by EPAS gave an average BOD load<br />

of only 38 g per inhabitant. If the number of connected people<br />

equivalents (PE) is determined on the basis of 44 g/PE/day,<br />

then the result for BOD is also 4.7 million PE. During the<br />

transportation of wastewater, no nutrient removal occurs.<br />

Organic nitrogen is certainly bacterially converted to ammonia,<br />

but this does not reduce the total nitrogen load. The over -<br />

estimate for nutrients can be explained by nutrient-rich seepage<br />

or discharged ground water and water from connected canals.<br />

ONCE AGAIN MORE POLLUTANT LOAD<br />

DELIVERED AND BIOLOGICALLY PROCESSED<br />

The measured pollutant loads that are delivered to the<br />

treatment plants can be expressed in terms of the number of<br />

inhabitants that are already connected to the wastewater<br />

treatment infrastructure. Flanders Region has more than<br />

6.25 million inhabitants. With the treatment levels amounting<br />

to approximately 80% in <strong>2011</strong>, there are theoretically 4.9 million<br />

residents connected to the collective wastewater treatment.<br />

If the Flemish households whose wastewater is treated in the<br />

two Brussels waste water treatment plants are deducted from<br />

that total, this gives a total of 4.8 million people whose<br />

pollutant load is assumed to be connected to the <strong>Aquafin</strong><br />

wastewater treatment plants. The pollutant loads of the<br />

businesses that are connected to the collective treatment<br />

system have not been included in that count.<br />

For the design of wastewater treatment plants, the<br />

calculations take account of the theoretical daily pollutant<br />

load of each Flemish resident: 54 g BOD, 135 g COD, 90 g<br />

suspended solids, 10 g nitrogen and 2 g phosphorus. If we<br />

calculate the pollutant loads that were delivered in <strong>2011</strong> on the<br />

basis of these quantities, then there is currently a pollutant<br />

load for 4.7 million inhabitants being delivered (average of<br />

the estimates on the basis of the 5 parameters). The data<br />

on nutrients give an overestimate, the data on BOD and<br />

suspended solids reveal an underestimate. Those figures are<br />

accurate in terms of size with the pollutant loads that should<br />

theoretically arrive at the water treatment plants.<br />

There are two explanations for the underestimate on the<br />

basis of the BOD data. Measurements conducted on the sewer<br />

system in Tielt showed a decrease in the BOD concentration<br />

of 18% as a consequence of biodegradation: micro-organisms<br />

break down the BOD in the sewer. Moreover the assumed<br />

theoretical daily pollutant load also seems to be incorrect.<br />

BENCHMARKS CONFIRM GOOD<br />

OPERATIONAL APPROACH<br />

In <strong>2011</strong>, <strong>Aquafin</strong> again took part in two international<br />

benchmarks, the results of which were in line with<br />

expectations. Participation in such exercises is also<br />

interesting because it offers possibilities for<br />

exchanging knowledge with the other participants.<br />

The first study was carried out by the European<br />

Benchmarking Cooperation, a not-for-profit organisation<br />

that compares the performance of (waste) water<br />

companies. Twenty-eight wastewater operators, most<br />

of them European, took part in their most recent project.<br />

The exercise showed that <strong>Aquafin</strong> is maintaining<br />

a very high investment level in comparison with<br />

the other companies. Our personnel cost per treated<br />

cubic meter of wastewater was among the lowest.<br />

That means that we work efficiently, especially given<br />

the high labour costs in Belgium.<br />

The second study was organised by the German<br />

Aquabench, an organisation that is comparable to<br />

the EBC, but then specifically for German (waste) water<br />

companies. Eight wastewater treatment operators<br />

of varying sizes participated. As the only foreign<br />

participant in this exercise, <strong>Aquafin</strong> once again scored<br />

well in terms of operations, in our cost per treated<br />

people equivalent. <strong>Aquafin</strong>'s were approximately<br />

20% lower than with other participants, partly due to<br />

different local conditions. The figures showed clearly<br />

that our plants were running at high utilisation levels<br />

vis-à-vis their design capacity. In terms of the use of<br />

electrical energy, we scored average. The German<br />

companies did score considerably higher in terms of<br />

production of green energy, which is largely due to<br />

other influent composition and more possibilities in<br />

terms of co-digestion.<br />

Report of the Board of Directors<br />

11


12<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

REMOVED POLLUTANT LOAD AND TREATMENT EFFICACY OF WASTEWATER TREATMENT PLANTS<br />

n<br />

Biological oxygen demand<br />

n<br />

Suspended solids<br />

75<br />

100<br />

120<br />

100<br />

Removed waste load<br />

(1,000 tonnes/year)<br />

70<br />

65<br />

60<br />

95<br />

90<br />

85<br />

Removal percentage<br />

Removed waste load<br />

(1,000 tonnes/year)<br />

110<br />

100<br />

90<br />

95<br />

90<br />

85<br />

Removal percentage<br />

55<br />

80<br />

80<br />

80<br />

‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11<br />

‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11<br />

n<br />

Chemical oxygen demand<br />

n<br />

Nitrogen<br />

200<br />

100<br />

20<br />

85<br />

190<br />

95<br />

18<br />

80<br />

Removed waste load<br />

(1,000 tonnes/year)<br />

180<br />

170<br />

160<br />

90<br />

85<br />

Removal percentage<br />

Removed waste load<br />

(1,000 tonnes/year)<br />

16<br />

14<br />

12<br />

75<br />

70<br />

65<br />

Removal percentage<br />

150<br />

80<br />

10<br />

60<br />

‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11<br />

8<br />

55<br />

n<br />

Phosphorus<br />

‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11<br />

Removed waste load<br />

(1,000 tonnes/year)<br />

3,2<br />

2,8<br />

2,4<br />

2,0<br />

90<br />

85<br />

80<br />

75<br />

70<br />

Removal percentage<br />

The graphs show the removed pollutant load of all of<br />

the wastewater treatment plants combined, as well as the<br />

elimination percentage. Per measured parameter (BOD, COD,<br />

suspended solids, nitrogen and phosphorus) the difference is<br />

determined between the biologically treated pollutant load<br />

and the residual pollutant load that is discharged after<br />

biological treatment. The different is the removed pollutant<br />

load, expressed in 1,000 tonnes/year. The removal percentage<br />

is the equivalent to the pollutant load removed during the<br />

biological treatment, divided by the total biologically treated<br />

pollutant load.<br />

‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11<br />

n<br />

Removed waste load<br />

l<br />

Removal percentage


STANDARDS FOR TREATED DOMESTIC WASTEWATER<br />

The treated waste water (effluent) must meet certain<br />

standards, which depend on the size of the agglomeration<br />

for which the plant was built. Up to 2004 these norms<br />

were a copy of the European standards, imposed via<br />

the European Urban Wastewater Directive. At the Flemish<br />

level they were made stricter by a Vlarem amendment<br />

during 2004 and 2006. <strong>Aquafin</strong> monitors five parameters:<br />

biological oxygen demand (BOD), chemical oxygen<br />

demand (COD), total nitrogen, total phosphorus and<br />

suspended solids. The biological oxygen demand indicates<br />

how much oxygen bacteria need to be able to break down<br />

the organic pollutant load in 5 days’ time at 20° C in 1 litre<br />

of treated wastewater.<br />

When BOD values are high the bacteria develop so fast<br />

that there is a risk that through their respiration all oxygen<br />

in the water will be used. The chemical oxygen demand<br />

indicates how much oxygen is needed to fully oxidize<br />

the pollutant load present. The parameter suspended solids<br />

provides a measure for the suspended (non-dissolvable)<br />

solids that may remain in the treated wastewater.<br />

Too much nitrogen and phosphorus in the water produces<br />

an explosive algae growth. At night, these algae remove<br />

oxygen from the water creating difficulties for fish, aquatic<br />

plants and other organisms.<br />

Services beyond the scope of the agreement<br />

with the Flemish Region<br />

The Minister of the Environment encourages <strong>Aquafin</strong> to<br />

valorise its expertise with the municipalities and industry in<br />

Flanders as well as abroad. Thanks to the custom work that<br />

we do for our clients, we have become the biggest player in<br />

the municipal segment. Cities and smaller municipalities are<br />

increasingly choosing an agreement with <strong>Aquafin</strong>, sometimes<br />

in conjunction with a drinking water company. <strong>Aquafin</strong>'s<br />

subsidiary Aquaplus has become well-known in Belgium over<br />

the past year for the operation of industrial water treatment.<br />

Outside Belgium, we have cast our net further with the<br />

establishment of ASEWater Technologies, a joint venture with<br />

a partner from India.<br />

RELIABLE PARTNER FOR THE EXPANSION<br />

AND MANAGEMENT OF THE MUNICIPAL<br />

WATER-TREATMENT INFRASTRUCTURE<br />

In order to comply with the Water framework directive,<br />

the municipalities are expecting capital spending in the<br />

amount of nearly €7 billion. Part of that (€0.7 billion) has been<br />

taken over by the Region via the Local Pact with the<br />

municipalities. But the remaining projects still require massive<br />

capital investments, for most of which the municipalities<br />

do not have the required technical expertise in-house.<br />

Since the end of 2004, <strong>Aquafin</strong> has been permitted to<br />

compete with the other sewer operators in the municipal<br />

market. Municipalities may choose for a direct concession<br />

agreement with <strong>Aquafin</strong> or join one of the cooperative<br />

ventures that <strong>Aquafin</strong> has entered into with Vivaqua,<br />

VMW (RioAct and Rio-P) and TWVW and AWW (rio-link).<br />

In March, <strong>Aquafin</strong> joined rio-link by acquiring one third<br />

of the shares. The other shares are held by water-link cvba.<br />

In that way, the previous cooperation between AWW and<br />

<strong>Aquafin</strong> (under the RI-ANT name) can be valorised further<br />

within rio-link.<br />

Operationally, rio-link works in two business units, with the<br />

unit in Antwerp being responsible for sewage management<br />

of the sanitation partners of AWW and the team in Ghent for<br />

the sanitation partners of TMVW.<br />

In <strong>2011</strong>, one new concession started up and three<br />

municipalities decided to take out expanded Rio-Totaal contracts<br />

with different modules. Three municipalities joined RioAct and<br />

two municipalities joined Rio-P. One municipality ended its<br />

collaboration with <strong>Aquafin</strong>. At the beginning of 2012, 87 cities<br />

or smaller municipalities had entered into a contract with<br />

<strong>Aquafin</strong>, either directly or in combination with another party.<br />

Report of the Board of Directors<br />

13


14<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

We have seen strong growth in the number of tenders and<br />

deliveries both in our own concessions and in our cooperative<br />

links. An increasing number of projects in progress are also<br />

resulting from our own proposals for renovation, optimisation<br />

or connection of remaining drainage points. We expect<br />

that turnover in the municipal market will increase further<br />

over the next few years, even though that volume will not<br />

be significant in comparison with the turnover from our<br />

regional contract.<br />

By bundling the process of Vision creation, Accelerated<br />

execution of projects, and Account management into business<br />

units in <strong>Aquafin</strong>, we shall undoubtedly be better able to satisfy<br />

the desires that our clients have.<br />

SUPPORT FOR INDUSTRY AND FOREIGN<br />

PROJECTS VIA AQUAPLUS<br />

Aquaplus NV, the commercial subsidiary of <strong>Aquafin</strong>,<br />

concentrates on industrial requirements in Belgium.<br />

Abroad Aquaplus assists to governments, administrations<br />

and companies in achieving their environmental norms.<br />

Aquaplus offers customised solutions for all stages within<br />

the wastewater cycle.<br />

Aquaplus has some good contracts in Flanders that link<br />

to the core activities of <strong>Aquafin</strong>. Over the past few years, the<br />

primary growth was taking place in large operating contracts<br />

for companies. The Flemish Region had clearly asked <strong>Aquafin</strong><br />

to apply its knowledge and experience abroad as well, however.<br />

Aquaplus itself does not have enough brand-awareness or<br />

<strong>financial</strong> resources to be able to attract and execute large<br />

projects. Usually, our subsidiary has a role as a subcontractor<br />

to apply specific knowledge in foreign projects. Aquaplus is<br />

now walking a second path, though. November <strong>2011</strong> saw the<br />

christening of ASEWater Technologies, a joint venture between<br />

Aquaplus and the India-Belgium company ASE Structure<br />

Design. Thanks to that cooperation with a foreign partner,<br />

which is solidly anchored in the local market, Aquaplus<br />

expects to be able to avoid those obstacles and penetrate<br />

a large sales market. The company will be presenting itself as<br />

an Indian company with European expertise.<br />

PROTOCOL FOR COMMERCIAL CONTRACTS<br />

In <strong>2011</strong>, <strong>Aquafin</strong> signed a protocol with the Flemish Region<br />

that determines the conditions under which <strong>Aquafin</strong> is<br />

permitted to provide personnel and resources to Aquaplus<br />

and for municipal contracts. That protocol provides clarity<br />

for both parties.<br />

Research and product development<br />

<strong>Aquafin</strong>'s research activities help to make it possible to<br />

offer customised sustainable technological solutions to our<br />

clients. <strong>Aquafin</strong> is considered to be the leading technical<br />

expert in Flanders with respect to the complete wastewater<br />

cycle. The immediately usable research that <strong>Aquafin</strong> conducts<br />

concentrates on cost-control, guaranteeing the effluent<br />

standards and introducing the best available technologies.<br />

The strategic research is grouped around the theme areas<br />

of climate change, integrated water management and asset<br />

management of the (sewer) infrastructure.<br />

IMMEDIATELY USABLE RESEARCH<br />

With Aqua3M, our proprietary dynamic water-treatment<br />

modelling system, proposals were made in <strong>2011</strong> to make the<br />

operations at six treatment plants more sustainable. The same<br />

exercise was done for a foreign client of subsidiary company<br />

Aquaplus.<br />

The Flemish Region (CIW) called on our knowledge and<br />

experience with integrated detail modelling of our hydraulic<br />

experts in the context of the review of the Code of Good<br />

Practice for the design of a sewage system. We have also taken<br />

great steps in the implementation of real-time control of<br />

the sewage system in the Kessel-lo study area. Over the course<br />

of the year, a new methodology for corrosion protection<br />

was implemented and validated in several test cases.<br />

The Aqua3S platform for dynamic modelling of the<br />

formation of sulphides in sewage systems is ready for<br />

validation based on the measurement results. A new<br />

automated clearing programme for sewers was also<br />

implemented last year.


STRATEGIC RESEARCH<br />

In <strong>2011</strong>, <strong>Aquafin</strong> was active in five research projects with<br />

external partners. Sewage+ is a Flemish research project<br />

financed as part of MIP2 and coordinated by Vito. The aim is<br />

to develop new concepts in water treatment to achieve<br />

maximum energy recovery, such as by mixing household<br />

wastewater with concentrated waste flows. Four projects are<br />

being financed by Europe and were started up last year.<br />

In a municipal environment, the heat that is still present in<br />

the sewage can be profitably put to use. As part of the INNERS<br />

project, <strong>Aquafin</strong> is helping to study the potential benefits<br />

for the environment of an application at large scale.<br />

Minotaurus is testing new technologies for eliminating<br />

organic polluting substances from wastewater, ground water<br />

and the soil. In the future, the standards that the treated<br />

water will have to comply with will only become more strict.<br />

Sanitas wants to minimise the impact of urban water systems<br />

on climate change and deal with future variations in water<br />

quantity and quality. Raingain looks at the availability of<br />

detailed precipitation and flooding data. That should make it<br />

possible for operational water managers in the city to respond<br />

adequately to heavy precipitation and to prevent damage due<br />

to flooding.<br />

MEMBRANE EXPERT<br />

With the rise of membrane technologies,<br />

<strong>Aquafin</strong> carried out extensive pilot studies, followed<br />

quickly the first operational membrane bio-reactor in<br />

the Benelux. That technology is now being used to<br />

treat the wastewater at several large and small plants.<br />

Based on our experience, we developed our own<br />

hybrid treatment process, with a demonstration<br />

installation at the Aartselaar water treatment plant.<br />

The <strong>Aquafin</strong> concept is distinguished from other<br />

concepts by using only one common bio-reactor and<br />

because the process control is based on whether there<br />

is precipitation. That makes it ideal for expanding the<br />

capacity of traditional activated sludge system where<br />

little extra space is available.<br />

Major risk factors<br />

This section gives an overview of developments in the areas<br />

that include any risk to the company.<br />

LEGAL DISPUTES<br />

n<br />

Flooding in a residential area<br />

This dossier deals with water damage suffered by<br />

approximately four hundred residents of a residential<br />

neighbourhood in 1998. At the end of 2010, the court made<br />

a ruling that was favourable to <strong>Aquafin</strong>, with the majority of<br />

the claims having lapsed, or being ruled to be inadmissible or<br />

unfounded. The plaintiffs filed an appeal against that ruling<br />

in April <strong>2011</strong>. The aforementioned developments do not give<br />

any cause for changing the previous decision of not making<br />

any provision in this matter.<br />

INSURANCE CLAIMS<br />

n<br />

Insufficient concrete reinforcement at the Deurne WWTP<br />

In 2007, it was discovered that, due to a design error at the<br />

water treatment plant in Deurne, the walls of certain aeration<br />

basins were not reinforced adequately. According to <strong>Aquafin</strong>,<br />

that damage claim is partially covered by our ABR (all<br />

construction risks) insurance policy and largely by the<br />

professional liability insurance policy of the study firm<br />

concerned. In 2008, an investigation was held with regard to<br />

a suitable repair method, the most obvious repair period and<br />

a suitable contractor. Repair work started effectively in 2009.<br />

The work has largely been completed at the time of writing.<br />

The requests for repayment of the repairs costs, that have<br />

been submitted thus far, were effectively compensated by<br />

the ABR insurance company.<br />

Report of the Board of Directors<br />

15


16<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

In <strong>2011</strong>, the amount not paid out by the ABR insurer was<br />

partly recovered from the study bureau that made the design<br />

error and partly from the inspection body that was active on<br />

the job site. Those recovery procedures are ongoing. For the<br />

part not paid by the ABR insurer, a provision has been made as<br />

a precaution.<br />

n<br />

Problems with concrete at the Bruges WWTP<br />

During the provisional delivery of the renovated waste -<br />

water treatment plant in Bruges, an outline of the armouring<br />

in the concrete was detected in one of the aeration basins.<br />

It was determined later that the damage continued to spread,<br />

and not only in this basin. An analysis commissioned by<br />

<strong>Aquafin</strong> identified two causes: insufficient concrete coverage<br />

and increased chloride values. A repair methodology was<br />

devised in consultation with the contractor. Where necessary,<br />

the concrete has to be repaired and augmented. Additionally,<br />

cathodic protection also has to be implemented.<br />

The actual repairs were carried out over the past few years<br />

and are continuing in 2012. The costs of the first part of<br />

the repairs referred to were borne by the contractor, the costs<br />

for the last part by <strong>Aquafin</strong>. A settlement has been reached<br />

between the insurance company and the policyholders and<br />

between the policyholders themselves. The ABR insurance<br />

company, ACI, paid out a substantial amount. That amount<br />

covered the repair and protection measures already taken<br />

and will also cover the costs of the work that is still to<br />

be done. In this dossier, the facts don’t show the necessity<br />

of making provisions.<br />

FINANCIAL REPORTING<br />

Inasmuch as the methodology of the management<br />

agreement provides for a posteriori approval of <strong>Aquafin</strong>'s<br />

annual <strong>financial</strong> report, the possibility that some compensations<br />

may not ultimately be approved by the Flemish Region cannot<br />

be discounted entirely.<br />

The most important developments after<br />

the close of the <strong>financial</strong> year<br />

APPROVAL OF THE OPTIMISATION<br />

PROGRAMME 2013<br />

On 16 December <strong>2011</strong>, the Flemish Government again set<br />

the budget for the expansion of the supramunicipal<br />

water-treatment infrastructure for programme year 2013 at<br />

€250 million. On 31 January 2012, the assignment to<br />

implement that programme was presented to <strong>Aquafin</strong> by<br />

the Flemish Minister of the Environment Joke Schauvliege.<br />

The optimisation programme 2013 provides for a budget<br />

for 134 new projects and 21 projects that have been moved<br />

into this programme. In addition, the study work only<br />

(preparation of the technical plan) was assigned for 10 projects.<br />

The initial estimates for those projects amount to €112 million,<br />

€74 million of which has been designated for capital spending<br />

under the local pact with the municipalities.<br />

To cope with future price increases for those projects,<br />

€88 million has been reserved. In this programme, the<br />

remaining €50 million has been explicitly allocated to cover<br />

the overruns of the investment and renovation programme<br />

from previous programme years.<br />

The optimisation programmes are being drawn up by<br />

the Vlaamse Milieumaatschappij (Flemish Environmental<br />

Agency), in consultation with <strong>Aquafin</strong>, the provinces and<br />

the basin administrators. They include projects that focus on<br />

the additional sanitation of various discharge locations,<br />

the construction of small-scale wastewater treatment works<br />

and the construction of strategic rainwater piping to improve<br />

the existing infrastructure. When choosing the projects,<br />

attention is given to their ecological and economical<br />

profitability.


Comments with regard to the consolidated<br />

balance sheet<br />

At the end of the <strong>financial</strong> year, the balance sheet total<br />

amounted to €2,296 million, which is €425 million higher than<br />

the last <strong>financial</strong> year.<br />

That increase is largely due to the growth of the long-term<br />

receivables in the context of the management agreement.<br />

This increase of those receivables is due to a net growth<br />

of investments in the water treatment infrastructure, which<br />

have been carried out at the order of the Flemish Region.<br />

In <strong>2011</strong>, for example, investment and optimisation projects of<br />

a total contracting value of nearly €146 million were delivered.<br />

On the other hand, <strong>Aquafin</strong> bought plants from the Vlaamse<br />

Milieumaatschappij (Flemish Environmental Agency) in <strong>2011</strong>,<br />

for nearly €154 million as part of the implementation of<br />

addendum No. 7 to the management agreement. All of the<br />

plants remain the property of <strong>Aquafin</strong> until the end of the<br />

management agreement with the Flemish Region. The assets<br />

under construction, which saw growth of 8% to €271 million in<br />

<strong>2011</strong>, are part of those receivables.<br />

The compensations that are yet to be invoiced for work<br />

outside the management agreement are included under<br />

the other <strong>financial</strong> assets. The increase in that entry is<br />

the result of the increased construction activity for similar<br />

'commercial' projects.<br />

In <strong>2011</strong>, <strong>Aquafin</strong> found itself facing greater financing<br />

requirements than it had in previous years due to the<br />

purchase of property and plants of the VMM in the context<br />

of addendum no. 7 of the management agreement. The banks<br />

were limited in their ability to provide additional loans<br />

because they were themselves confronted with increased<br />

costs and new regulations. Belgian institutional investors,<br />

on the other hand, were very interested in financing <strong>Aquafin</strong>.<br />

That opportunity was therefore utilised to the full: €285<br />

million in financing was obtained via that channel. Inasmuch<br />

as it was not possible to apply that full amount to financing<br />

projects immediately, there was a temporary cash surplus and<br />

investments of nearly €53 million were made. In 2012, those<br />

funds are to be used to finance projects.<br />

The provision for risks and charges relates to legal disputes,<br />

insurance dossiers, disputes in the context of the execution<br />

of the management agreement, and processing the sludge<br />

buffered in the plants.<br />

Long-term financing is based on the allocation agreement.<br />

It stipulates that the balance of the long-term credits must be<br />

smaller than the future claims that <strong>Aquafin</strong> has on the drinking<br />

water companies and the Flemish Region, respectively.<br />

These claims consist of the parts of the investment projects<br />

that have not been paid, but that have already been delivered.<br />

At the end of <strong>2011</strong>, this sum amounted to €1,495 million.<br />

In <strong>2011</strong>, <strong>Aquafin</strong> had taken up €510 million in long-term credits,<br />

€75 million of which was with the European Investment Bank,<br />

€150 million with commercial banks, and €285 million with<br />

institutional investors. Taking the repayment of loans that had<br />

already been taken up into account, the balance of the longterm<br />

bank debt under affectation amounts to €1,459 million,<br />

nearly €157 million of which must be repaid within the year.<br />

At the end of <strong>2011</strong>, short-term financing had been reduced<br />

sharply due to the long-term financing of the VMM assets<br />

purchased. In the past book year, there was a decrease in shortterm<br />

financing via commercial paper, from €140.6 million at<br />

the end of 2010 to €73.0 million at the end of <strong>2011</strong>.<br />

<strong>Aquafin</strong> has a credit line of €180 million, including the<br />

syndicated loan for the short-term financing of activities in<br />

the context of the management agreement. None of the<br />

credit line was taken up by the end of <strong>2011</strong>. <strong>Aquafin</strong> has a credit<br />

line of €17 million available for the short-term financing of<br />

municipal projects. Of that amount, €9 million was taken up<br />

by the end of <strong>2011</strong>.<br />

<strong>Aquafin</strong> uses derivatives to hedge interest risks arising<br />

from the financing activities. The (negative) market value of<br />

the hedging structures is included under the other long-term<br />

<strong>financial</strong> liabilities.<br />

In the context of the financing for the aforementioned<br />

purchase of plants from the VMM, the capital was increased<br />

by €50 million on 13 December <strong>2011</strong>. Of that amount, €12.5<br />

was deposited.<br />

Report of the Board of Directors<br />

17


18<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

Comments on the consolidated profit and loss<br />

<strong>statement</strong> and the overview of realised<br />

and unrealised results<br />

The management contract with the Flemish Region<br />

stipulates that the compensation of <strong>Aquafin</strong> will take place<br />

on the basis of passing on all reasonable costs, increased by<br />

a compensation for the shareholders that is based on their<br />

contribution to the company’s equity capital. From this, it follows<br />

that to a large extent the costs and revenues are a reflection<br />

of each other.<br />

The increase in costs, and in particular the costs of raw<br />

materials and additives, services and various goods, and<br />

personnel costs is in line with the growth of the infrastructure<br />

that is being operated and extended by <strong>Aquafin</strong>, both within<br />

and outside the management agreement.<br />

The part of the income tax that relates to the activities<br />

under the Management Agreement can be charged to the<br />

drinking water companies as a reasonable cost.<br />

The biggest part of the changes to the market value of<br />

the hedging structures over <strong>2011</strong> – the part that relates to<br />

the qualifying cash-flow hedges – is included in the overview<br />

of the realised and unrealised results. Inasmuch as <strong>Aquafin</strong><br />

is entitled under the management agreement to receive<br />

compensation for the costs of financing, changes in<br />

the market value of the <strong>financial</strong> instruments are recognised<br />

as receivables vis-à-vis the unrealised results.<br />

The major increase in financing through borrowing resulted<br />

in an increase of the costs of debt by €7.3 million in comparison<br />

with the <strong>financial</strong> year 2010. On the other hand, some of the<br />

change to the market value of the hedging structures over <strong>2011</strong><br />

has been included in the profit and loss <strong>statement</strong>.<br />

With the active management of the interest risk, <strong>Aquafin</strong><br />

wishes to optimise the financing costs. Since 2006, the Board<br />

of Directors has approved the implementation of the dynamic<br />

management of the interest risk, with the outlines for interest<br />

management being defined.<br />

After booking the provisions, the value depreciation, the costs<br />

not passed on to the Flemish Region and the revenues, and<br />

with the inclusion of the results of the commercial activities,<br />

profits before taxes amount to €8.03 million.<br />

Starting with tax year 2007, the concept of notional<br />

interest deduction was introduced in the corporate tax, so that<br />

the cost of wastewater treatment is limited for residents.<br />

Also the application of the increased investment deduction<br />

for energy-saving and environmentally friendly investments<br />

for Research and Development has a favourable effect on<br />

the corporate tax.


Report of the Board of Directors<br />

19


20 <strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong>


<strong>Consolidated</strong> <strong>financial</strong><br />

<strong>statement</strong><br />

Statutory auditor’s report 22<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> 24<br />

Notes to the consolidated <strong>financial</strong> <strong>statement</strong> 29<br />

21


22<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

Statutory auditor’s report<br />

STATUTORY AUDITOR’S REPORT TO<br />

THE GENERAL MEETING OF SHAREHOLDERS<br />

OF AQUAFIN NV ON THE CONSOLIDATED<br />

FINANCIAL STATEMENTS FOR THE YEAR<br />

ENDED 31 DECEMBER <strong>2011</strong><br />

In accordance with the legal requirements, we report to<br />

you on the performance of our mandate of statutory auditor.<br />

This report contains our opinion on the consolidated <strong>financial</strong><br />

<strong>statement</strong>s as well as the required additional comments.<br />

UNQUALIFIED OPINION ON THE CONSOLIDATED<br />

FINANCIAL STATEMENTS<br />

We have audited the consolidated <strong>financial</strong> <strong>statement</strong>s<br />

of <strong>Aquafin</strong> NV and its subsidiaries (collectively referred to as<br />

‘the Group’) for the year ended 31 December <strong>2011</strong>, prepared in<br />

accordance with International Financial Reporting Standards<br />

(IFRS) as adopted by the European Union, and with the legal and<br />

regulatory requirements applicable in Belgium. These consolidated<br />

<strong>financial</strong> <strong>statement</strong>s comprise the consolidated balance sheet<br />

as at 31 December <strong>2011</strong>, and the consolidated <strong>statement</strong>s of<br />

income, changes in equity and cash flows for the year then<br />

ended, as well as the summary of significant accounting<br />

policies and other explanatory notes. The consolidated<br />

balance sheet shows total assets of € 2.296.068 (‘000) and the<br />

consolidated <strong>statement</strong> of income shows a profit for the year,<br />

share of the Group, of € 8.028 (‘000).<br />

n<br />

Responsibility of the board of directors for the preparation<br />

and fair presentation of the consolidated <strong>financial</strong><br />

<strong>statement</strong>s<br />

n<br />

Responsibility of the statutory auditor<br />

Our responsibility is to express an opinion on these<br />

consolidated <strong>financial</strong> <strong>statement</strong>s based on our audit.<br />

We conducted our audit in accordance with the legal<br />

requirements and the auditing standards applicable in<br />

Belgium, as issued by the Institute of Registered Auditors<br />

(Instituut van de Bedrijfsrevisoren). Those standards require<br />

that we plan and perform the audit to obtain reasonable<br />

assurance whether the <strong>financial</strong> <strong>statement</strong>s are free from<br />

material mis<strong>statement</strong>.<br />

In accordance with these standards, we have performed<br />

procedures to obtain audit evidence about the amounts<br />

and disclosures in the consolidated <strong>financial</strong> <strong>statement</strong>s.<br />

The procedures selected depend on our judgment, including<br />

the assessment of the risks of material mis<strong>statement</strong> of<br />

the consolidated <strong>financial</strong> <strong>statement</strong>s, whether due to fraud<br />

or error. In making those risk assessments, we have considered<br />

internal control relevant to the Group’s preparation and fair<br />

presentation of the consolidated <strong>financial</strong> <strong>statement</strong>s in order<br />

to design audit procedures that are appropriate in the<br />

circumstances, but not for the purpose of expressing an<br />

opinion on the effectiveness of the Group's internal control.<br />

We have evaluated the appropriateness of accounting policies<br />

used, the reasonableness of significant accounting estimates<br />

made by the Group and the presentation of the consolidated<br />

<strong>financial</strong> <strong>statement</strong>s, taken as a whole. Finally, we have<br />

obtained from the board of directors and the Group’s officials<br />

the explanations and information necessary for executing<br />

our audit procedures. We believe that the audit evidence we<br />

have obtained is sufficient and appropriate to provide a basis<br />

for our opinion.<br />

The board of directors is responsible for the preparation<br />

and fair presentation of the consolidated <strong>financial</strong> <strong>statement</strong>s.<br />

This responsibility includes: designing, implementing and<br />

maintaining internal control relevant to the preparation and<br />

fair presentation of consolidated <strong>financial</strong> <strong>statement</strong>s that<br />

are free from material mis<strong>statement</strong>, whether due to fraud or<br />

error; selecting and applying appropriate accounting policies;<br />

and making accounting estimates that are reasonable in<br />

the circumstances.


n<br />

Opinion<br />

In our opinion, the consolidated <strong>financial</strong> <strong>statement</strong>s for<br />

the year ended 31 December <strong>2011</strong> give a true and fair view<br />

of the Group’s <strong>financial</strong> position and of the results of its<br />

operations and its cash flows in accordance with IFRS as<br />

adopted by the European Union, and with the legal and<br />

regulatory requirements applicable in Belgium.<br />

ADDITIONAL COMMENTS AND INFORMATION<br />

The preparation and the assessment of the information<br />

that should be included in the directors’ report on the<br />

consolidated <strong>financial</strong> <strong>statement</strong>s are the responsibility of<br />

the board of directors.<br />

Our responsibility is to include in our report the following<br />

additional comments, which do not modify the scope of our<br />

opinion on the consolidated <strong>financial</strong> <strong>statement</strong>s:<br />

• The directors’ report on the consolidated <strong>financial</strong><br />

<strong>statement</strong>s deals with the information required by law and<br />

is consistent with the consolidated <strong>financial</strong> <strong>statement</strong>s.<br />

We are, however, unable to comment on the description<br />

of the principal risks and uncertainties which the entities<br />

included in the consolidation are facing, and on their<br />

<strong>financial</strong> situation, their foreseeable evolution or the<br />

significant influence of certain facts on their future<br />

development. We can nevertheless confirm that<br />

the matters disclosed do not present any obvious<br />

inconsistencies with the information that we became<br />

aware of during the performance of our mandate.<br />

Antwerp, 8 March 2012<br />

Ernst & Young Reviseurs d’Entreprises SCCRL<br />

Statutory auditor<br />

represented by<br />

Ronald Van den Ecker<br />

Partner<br />

Ref.: 12RVE0088<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

23


24<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

CONSOLIDATED BALANCE SHEET (at 31 December <strong>2011</strong>)<br />

At 1 January<br />

(in €000) Background <strong>2011</strong> 2010 2010<br />

ASSETS<br />

FIXED ASSETS<br />

Long-term receivables Management Agreement 5 2,056,559 1,727,763 1,464,186<br />

Other <strong>financial</strong> assets 5.1 27,440 10,373 9,884<br />

Total 2,083,999 1,738,136 1,474,069<br />

CURRENT ASSETS<br />

Short-term receivables Management Agreement 5 111,643 107,436 88,684<br />

Trade receivables and other receivables 5.2 27,188 20,477 25,226<br />

Other <strong>financial</strong> liquid assets 5.3 1,476 913 452<br />

Funds and cash equivalents 5.4 71,763 4,259 38,340<br />

Total 212,069 133,085 152,701<br />

TOTAL ASSETS 2,296,068 1,871,220 1,626,770<br />

EQUITY AND LIABILITIES<br />

NET EQUITY<br />

Share capital 5.5 210,900 198,400 149,429<br />

Group reserves 5.6 & 5.7 27,741 26,437 28,188<br />

Total equity 238,641 224,837 177,617<br />

LONG-TERM LIABILITIES<br />

Interest-bearing loans 5.8 1,568,254 1,217,408 1,173,362<br />

Other long-term <strong>financial</strong> liabilities 5.9 135,401 44,691 20,096<br />

Provisions 5.1 7,064 2,139 2,173<br />

Pension liabilities 5.11 6,827 6,907 6,589<br />

Total 1,717,546 1,271,145 1,202,219<br />

CURRENT LIABILITIES<br />

Commercial debts and other payables 5.12 83,115 79,447 69,559<br />

Interest-bearing loans 5.8 239,910 281,033 163,487<br />

Other short-term <strong>financial</strong> liabilities 5.13 15,086 13,056 13,768<br />

Taxes payable 5.14 1,770 1,701 121<br />

Total 339,881 375,238 246,935<br />

Total liabilities 2,057,427 1,646,383 1,449,153<br />

TOTAL EQUITY AND LIABILITIES 2,296,068 1,871,220 1,626,770


CONSOLIDATED PROFIT AND LOSS ACCOUNT (for <strong>financial</strong> year <strong>2011</strong>)<br />

(in €000) Background <strong>2011</strong> 2010<br />

CONTINUING OPERATIONS<br />

Services rendered 6 297,445 247,956<br />

Revenues 297,445 247,956<br />

Other company income 6.1 15,804 6,803<br />

Raw materials and additives, services and miscellaneous goods 6.2 -163,426 -125,755<br />

Personnel costs 6.3 -59,187 -55,982<br />

Write-offs, amortisations and special devaluations 6.4 -344 -212<br />

Other charges 6.5 -4,074 -3,394<br />

Costs of financing 6.6 -79,323 -62,302<br />

Financing income 6.7 2,237 846<br />

Profit before taxes from ongoing business activities 9,132 7,960<br />

Tax burden 6.8 -1,980 -910<br />

Charge-through of tax burden via Management Agreement receivables 6.8 876 397<br />

Profit from ongoing business activities 8,028 7,447<br />

NET PROFIT 8,028 7,447<br />

To be allocated to:<br />

Owners of equity instruments of the parent company 8,028 7,447<br />

Result per share (€)<br />

ordinary profit per share, to be allocated to holders of<br />

ordinary shares of the parent company 6.9 9.91 9.31<br />

diluted profit per share, to be allocated to holders of<br />

ordinary shares of the parent company 6.9 9.91 9.31<br />

Profit per share from ongoing business activities (€)<br />

ordinary profit per share from ongoing business activities,<br />

to be allocated to holders of ordinary shares of the parent company 6.9 9.91 9.31<br />

diluted profit per share from ongoing business activities,<br />

to be allocated to holders of ordinary shares of the parent company 6.9 9.91 9.31<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

25


26<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

CONSOLIDATED OVERVIEW OF REALISED AND UNREALISED RESULTS<br />

(for <strong>financial</strong> year <strong>2011</strong>)<br />

(in €000) Background <strong>2011</strong> 2010<br />

NET PROFIT 8,028 7,447<br />

UNREALISED RESULTS<br />

Net increase in value of cash flow hedges 5.9 -79,711 -20,303<br />

Charge-through of tax burden via Management Agreement receivables 5.9 79,711 20,303<br />

Actuarial profits and losses on defined contribution plans 5.11 564 172<br />

Charge-through of tax burden via Management Agreement receivables 5.11 -564 -172<br />

Unrealised results after taxes 0 0<br />

TOTAL REALISED AND UNREALISED RESULTS AFTER TAXES 8,028 7,447<br />

To be allocated to:<br />

Owners of equity instruments of the parent company 8,028 7,447


CONSOLIDATED CHANGE OVERVIEW OF EQUITY<br />

(at 31 December <strong>2011</strong>)<br />

EQUITY ATTRIBUTABLE TO HOLDERS<br />

OF THE EQUITY INSTRUMENTS<br />

OF THE PARENT COMPANY<br />

(in €000) Share capital Group reserves Total equity<br />

AT 1 JANUARY <strong>2011</strong> 198,400 26,437 224,837<br />

Profit over the <strong>financial</strong> year 8,028 8,028<br />

Unrealised results 0 0<br />

REALISED AND UNREALISED RESULTS 0 8,028 8,028<br />

Paid-up capital 12,500.0 0.0 12,500<br />

Dividends -6,724 -6,724<br />

AT 31.12.11 210,900 27,741 238,641<br />

CONSOLIDATED CHANGE OVERVIEW OF EQUITY<br />

(at 31 December <strong>2011</strong>)<br />

EQUITY ATTRIBUTABLE TO HOLDERS<br />

OF THE EQUITY INSTRUMENTS<br />

OF THE PARENT COMPANY<br />

(in €000) Share capital Group reserves Total equity<br />

AT 1 JANUARY 2010 149,429 28,188 177,617<br />

Profit over the <strong>financial</strong> year 7,447 7,447<br />

Unrealised results 0 0<br />

REALISED AND UNREALISED RESULTS 0 7,447 7,447<br />

Paid-up capital 48,971 0 48,971<br />

Dividends -9,198 -9,198<br />

AT 31.12.10 198,400 26,437 224,837<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

27


28<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

CONSOLIDATED CASH-FLOW OVERVIEW (for <strong>financial</strong> year <strong>2011</strong>)<br />

(in €000) Background <strong>2011</strong> 2010<br />

OPERATIONAL ACTIVITIES<br />

Payments to suppliers -157,537 -119,758<br />

Payments to personnel -59,189 -55,982<br />

Client receipts 7.1 407,661 364,992<br />

Corporate taxes paid -1,713 -102<br />

Net operational cash flow 189,223 189,150<br />

INVESTMENT ACTIVITIES<br />

Acquisitions under the Management Agreement receivables -367,673 -366,476<br />

Net investment cash flow -367,673 -366,476<br />

FINANCING ACTIVITIES<br />

Financing receipts 442,400 295,413<br />

Financing repayments -141,357 -133,529<br />

Interest paid -56,419 -56,357<br />

Receipts from capital increase 12,500 48,971<br />

Dividends paid out -6,724 -9,198<br />

Other investment transactions (net) -4,446 -2,056<br />

Net financing cash flow 245,954 143,245<br />

Net increase in funds and cash equivalents 67,504 -34,081<br />

FUNDS AND CASH EQUIVALENTS ON 1 JANUARY 4,259 38,340<br />

FUNDS AND CASH EQUIVALENTS ON 31 DECEMBER 71,763 4,259


Notes to the consolidated <strong>financial</strong><br />

<strong>statement</strong><br />

General information<br />

INFORMATION ABOUT THE COMPANY<br />

<strong>Aquafin</strong> is a limited liability public company that was<br />

founded on 25 April 1990. The company is located at<br />

2630 Aartselaar, Belgium. On 29 September 2009, <strong>Aquafin</strong><br />

issued a bond loan that is listed on Euronext Brussels<br />

(www.aquafin.be/UserFiles/File/pdf/KT_-_Fortis_<strong>Aquafin</strong>_-<br />

_Prospectus__final.pdf).<br />

For a description of the company's primary activities,<br />

please see the annual report.<br />

The consolidated <strong>financial</strong> <strong>statement</strong> for <strong>financial</strong> year <strong>2011</strong><br />

was authorized for issue by the Board of Directors of the<br />

company on 8 March 2012.<br />

<strong>Aquafin</strong> NV is a 100% subsidiary of the Vlaamse Milieu -<br />

holding (Flemish Environmental Holding Company).<br />

Critical accounting judgments and key sources<br />

of estimation uncertainty<br />

BASIS FOR THE PREPARATION, VALUATION<br />

RULES AND CONSOLIDATION<br />

n<br />

Basis of presentation<br />

The consolidated <strong>financial</strong> <strong>statement</strong>s are presented under<br />

the historical cost convention, except for derivatives that were<br />

valued at their fair value. The consolidated <strong>financial</strong> <strong>statement</strong><br />

is presented in (thousands of) euros.<br />

n<br />

Conformity declaration<br />

The consolidated <strong>financial</strong> <strong>statement</strong> of the group was<br />

prepared in accordance with the International Financial<br />

Reporting Standards (IFRS), as published by the IASB and<br />

accepted in the European Union.<br />

n<br />

Principles of consolidation<br />

The consolidated <strong>financial</strong> <strong>statement</strong> of <strong>financial</strong> year <strong>2011</strong>,<br />

ending on 31-12-<strong>2011</strong>, comprises the company and its<br />

subsidiaries (hereinafter: 'the group') and the interests of<br />

the group in related participations.<br />

All of the entities of the group use the same principles for<br />

<strong>financial</strong> reporting.<br />

a. Subsidiaries<br />

Subsidiaries are entities over which the group has<br />

decisive influence, which means that the group is able,<br />

directly or indirectly, to govern the <strong>financial</strong> and<br />

operational policies of an entity so as to obtain benefits<br />

from its activities. The <strong>financial</strong> <strong>statement</strong> of a<br />

subsidiary is included in the consolidated <strong>financial</strong><br />

<strong>statement</strong> from the date of acquisition until the date<br />

when control is relinquished.<br />

b. Transactions eliminated by the consolidation<br />

All of the intercompany balances, profits and losses, and<br />

unrealised profits, losses and dividends arising from<br />

transactions within the group are eliminated completely<br />

when preparing the consolidated <strong>financial</strong> <strong>statement</strong>.<br />

IMPORTANT ACCOUNTANT EVALUATIONS,<br />

ASSESSMENTS AND ASSUMPTIONS<br />

n<br />

Evaluations<br />

It is the opinion of management that provisions for<br />

personnel remuneration, extraordinary devaluations, etc.,<br />

are assessed on the basis of market-value parameters.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

29


30<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

The early retirement scheme is also processed as a defined<br />

benefit plan inasmuch as the group has an actual liability with<br />

respect to the employees concerned. The group acknowledges<br />

a provision on the balance that is calculated in accordance<br />

with the ‘projected unit credit method’.<br />

n<br />

Estimates and assumptions<br />

To execute its (supramunicipal) contracts, <strong>Aquafin</strong> NV<br />

entered into a management agreement with the Flemish<br />

Region. The management agreement sets out the tasks of<br />

<strong>Aquafin</strong> NV and the payments that the company will receive<br />

for those tasks.<br />

The elements from that management agreement, which<br />

have been set out below, are crucial to the further assessment<br />

of the accounts.<br />

• All of the reasonable costs that <strong>Aquafin</strong> NV makes in the<br />

context of the supramunicipal sanitation of household<br />

wastewater are paid by the Flemish Region through<br />

the drinking water companies.<br />

• The management agreement has a rolling nature, which<br />

means that it is automatically extended every year<br />

unless one of the parties has terminated the agreement.<br />

The notice period for termination is 20 years.<br />

• During the execution of the management agreement,<br />

<strong>Aquafin</strong> NV has the right of use and enjoyment of the<br />

infrastructure created, purchased or leased by the<br />

company. At the end of the management agreement<br />

– after the settlement of all remaining payments due –<br />

the ownership of that infrastructure will be transferred<br />

to the Flemish Region at no charge.<br />

• During the execution of the management agreement,<br />

the construction and operations risks are borne by<br />

<strong>Aquafin</strong> NV.<br />

The interpretation IFRIC 12 - Service Concession Agreements<br />

applies to public-private agreements if the following<br />

conditions are satisfied:<br />

• the party that grants the concession ('grantor') controls<br />

or regulates the services that the operator is required<br />

to provide with the infrastructure, whom those services<br />

are to be delivered to, and the price;<br />

• the grantor controls the ultimate right through<br />

ownership. In other words, the grantor has control over<br />

the significant residual value in the infrastructure at<br />

the end of the life of the agreement.<br />

The most important characteristic of the aforementioned<br />

interpretation is the nature of the services. The activities of<br />

the operator must be of ´public utility´ (the so-called 'public<br />

service obligation'). The services related to the infrastructure<br />

are provided by <strong>Aquafin</strong> to the public (in the broad sense of<br />

the term) within a pre-determined policy, i.e. the management<br />

agreement. This determines which 'public' services are to be<br />

provided, to wit, the expansion and management of the<br />

supramunicipal infrastructure for treating household<br />

wastewater.<br />

Infrastructure assets within the scope of the agreement<br />

are assets built or acquired for use within the context of<br />

the concession agreement or existing infrastructure to which<br />

the operator has been granted access.<br />

All of the infrastructure built, purchased or leased by<br />

<strong>Aquafin</strong> NV in the context of the management agreement<br />

with the Flemish Region falls within the scope of this<br />

interpretation. As a result, the infrastructure concerned is not<br />

treated as tangible fixed assets in the <strong>financial</strong> <strong>statement</strong><br />

of the company.<br />

PRINCIPLES FOR THE ITEMS OF THE BALANCE<br />

STATEMENT<br />

n<br />

n<br />

Intangible assets<br />

Research and development<br />

Expenditures on research activities are recognized in the<br />

results for the period in which they were incurred.<br />

Lease agreements<br />

a. The group as lessee<br />

The group has entered into several operational lease<br />

agreements. They therefore do not include a transfer of<br />

the actual risks and rewards of ownership. In the event<br />

of operational leases, the lease payments are shown as<br />

costs and are distributed linearly over the lease period.<br />

b. The group as lessor<br />

Lease agreements in which the group acts as lessor are<br />

classified as <strong>financial</strong> leases if the group transfers<br />

substantially all of the risks and rewards of ownership<br />

of an asset to the lessee. The group will include a claim<br />

in the balance <strong>statement</strong> that is equal to the net<br />

investment in the lease.


n<br />

Financial assets<br />

n<br />

Debts<br />

a. Receivables in the context of the concession agreement<br />

In the context of the application of IFRIC 12, the group<br />

applies the "<strong>financial</strong> asset model". That applies when<br />

the operator has an unconditional right to actively<br />

receive cash or other <strong>financial</strong> asset from the grantor.<br />

In exchange for the services performed under the<br />

concession agreement, the group has an unconditional<br />

right as an operator and is contractually – within the<br />

context of the management agreement – remunerated<br />

by the grantor (the Flemish Region).<br />

The group will consider this <strong>financial</strong> asset as a<br />

receivable in the category of "Loans and receivables".<br />

It is valued at the amortized cost price, which is<br />

calculated based on the so-called effective interest<br />

method. The consequences of the specific context in<br />

which the group carries out its activities and the fact<br />

that the group is not allowed to charge interest<br />

compensation are that the calculation of the effective<br />

interest rate has no impact.<br />

b. Trade receivables and other receivables<br />

These <strong>financial</strong> assets are valued at the amortized cost<br />

price in accordance with IAS39 §46 (a) – at fair value<br />

increased by any transaction costs when first booked.<br />

The valuation of the fixed income securities follows the<br />

same rules.<br />

The uncollectable receivables are written off against<br />

the relevant provision account at each balance sheet<br />

date. The additions to and recoveries from this account<br />

are both reported in the profit and loss account.<br />

c. Funds and cash equivalents<br />

Funds consist of cash and demand deposits.<br />

Cash equivalents are short-term, extremely liquid<br />

investments that can be converted immediately into<br />

a known amount of cash and that do not have an<br />

inherent material risk of change of value.<br />

d. Financial assets available for sale<br />

Financial assets available for sale are the non-derived<br />

<strong>financial</strong> assets that are designated as being available for<br />

sale or that are not classified as (a) loans and receivables,<br />

(b) investments retained until the end of the maturity<br />

period, or (c) <strong>financial</strong> assets valued at fair value with the<br />

changes in value being shown in the profit and loss<br />

account. They are valued at the fair value in the balance<br />

<strong>statement</strong>, with the changes in value being incorporated<br />

in the unrealised results.<br />

n<br />

a. Financial debts<br />

When first included in the balance <strong>statement</strong>, <strong>financial</strong><br />

liabilities are valued at fair value, increased by the<br />

transaction costs that are directly attributable to the<br />

issue of the <strong>financial</strong> liability. After the first inclusion,<br />

those <strong>financial</strong> liabilities are valued at the amortized<br />

cost price, with the effective interest methodology<br />

being used.<br />

b. Commercial debt and other short-term debts<br />

Commercial debt and other short-term debt are valued<br />

at the amortized cost price.<br />

Provisions<br />

Provisions are shown in the balance <strong>statement</strong> if:<br />

• the group has a present liability (legal or constructive)<br />

as a result of a past event;<br />

• it is probable that an outflow of resources embodying<br />

economic benefits will be required to settle the liability;<br />

• a reliable estimate can be made of the amount of<br />

the liability.<br />

In other words, provisions are shown if they are probable<br />

and if there is a current liability on the date that the balance<br />

is prepared.<br />

Provisional assets are not shown in the balance <strong>statement</strong><br />

but are shown in the explanations if an inflow of economic<br />

rewards is probable. Provisional liabilities are not shown on<br />

the balance <strong>statement</strong> but are shown in the explanations<br />

unless the chance of a loss is negligible.<br />

The burden that is associated with a provision is shown<br />

in the profit and loss account. The group shows the certain<br />

payments (from the Flemish Region or the insurance<br />

company) as an asset.<br />

If the impact due to discounting of the future cash<br />

outflows required is material, the provisions are updated<br />

annually based on the generally used discounting rate<br />

that expresses the time value of money that applies on the<br />

balance date.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

31


32<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

n<br />

Employee benefit provisions<br />

There are two types of pension schemes within the group:<br />

the defined contribution plan and the defined benefit plan.<br />

Liabilities with respect to defined contribution plan are<br />

immediately applied against the profit and loss account.<br />

The periodic premium payment is registered as a period cost.<br />

The debt or possible receivable from the defined benefit<br />

plan is shown in the balance <strong>statement</strong>. In such schemes,<br />

the amount in the balance <strong>statement</strong> (the net liability)<br />

matches the cash value of the gross liability, reduced by the<br />

fair value of the fund investments and adjusted for not-taken<br />

pension costs for past employment.<br />

To be able to estimate future liabilities accurately, a specific<br />

actuarial calculation, the projected unit credit method will be<br />

used. For dealing with actuarial profits and losses, a choice<br />

has been made to deduct equity immediately by means of an<br />

equity change overview.<br />

Early retirement schemes are also treated as defined<br />

benefit plans. The group shows a provision that is calculated<br />

in accordance with the project unit credit method.<br />

n<br />

Taxes<br />

a. Tax on profits<br />

Current tax receivables and liabilities for the current and<br />

previous periods are valued at the amount that<br />

is expected to be received from or paid to the tax<br />

authorities in Belgium or elsewhere.<br />

In accordance with Article 43 of the management<br />

agreement with the Flemish Region, all of the reasonable<br />

costs incurred by the group in the context of this<br />

agreement will be compensated by the drinking water<br />

companies/the Flemish Region, including all levies<br />

and taxes owed by the group due to the execution of<br />

that agreement.<br />

b. VAT<br />

Revenues, costs and assets are shown after deducting<br />

the value-added tax, except: :<br />

• when the value-added tax on the purchase of assets or<br />

services cannot be recovered from the tax authorities,<br />

in which case the value-added tax will be shown as<br />

part of the cost of the acquisition of the asset or as<br />

part of the cost item;<br />

• for receivables and debts that are accounted for<br />

including the value-added tax.<br />

The net amount of the value-added tax that can be<br />

recovered or that is payable to the tax authorities is<br />

shown as part of the receivables and debts in the<br />

balance <strong>statement</strong>.<br />

c. Deferred taxes<br />

In view of the specific provisions of the management<br />

agreement, the group does not have any temporary<br />

differences in assets or liabilities that could give cause to<br />

establish a deferred tax debt or receivable.<br />

PRINCIPLES FOR ELEMENTS OF THE PROFIT<br />

AND LOSS ACCOUNT<br />

n<br />

Revenues<br />

In accordance with the management agreement, all<br />

reasonable costs of the company are compensated by the<br />

Flemish Region through the drinking water companies.<br />

Revenues are shown if it is probable that the economic<br />

rewards associated with the transaction will flow to the<br />

company and if the amount of the revenues can be measured<br />

in a reliable way. Turnover is shown after deducting the valueadded<br />

taxes and discounts. Revenues from the sale of goods<br />

or the delivery of services are shown when the delivery and<br />

the full transfer of risks and rewards have taken place.<br />

Dividends are shown at the moment that the right of<br />

the shareholder to receive the dividend has been set.


n<br />

a. Projects in progress on behalf of third parties<br />

For projects in progress on behalf of third parties that do<br />

not fall under the concession agreement, the revenues<br />

are shown in the profit and loss account based on<br />

the stage of completion of the project activities (the<br />

percentage of completion method). That method can<br />

only be used if the result of a project in progress on<br />

behalf of third parties can be estimated reliably.<br />

On the balance date, the group prepares an estimate<br />

of the results of the project: the difference between the<br />

expected contract revenues and the contract costs, as<br />

well as the stage of completion of the project activities.<br />

On the reporting date, that completion level is applied<br />

to the total of the expected revenues and costs in order<br />

to determine the amount of costs and revenues that<br />

are to be applied to the profit and loss account for<br />

the period.<br />

If the group expects a loss on the project in progress on<br />

behalf of third parties, that is posted against the results<br />

immediately.<br />

If the result of a project in progress on behalf of third<br />

parties cannot be estimated in a reliable way, only the<br />

revenues are shown to the value of the costs that will<br />

probably be recoverable.<br />

Costs of financing<br />

Financing costs are shown as an immediate charge in<br />

the period in which they are incurred. The group has no assets<br />

for which financing costs must be activated.<br />

n<br />

Hedging<br />

The group uses derivatives to hedge interest risks arising<br />

from the financing activities. Active interest management is<br />

done in accordance with the objectives and regulations<br />

imposed by the managing body. It is group policy not to enter<br />

into speculative transactions or leverage transactions.<br />

Hedge categories<br />

A distinction is made between two hedge categories: fair<br />

value hedges and cash flow hedges.<br />

Fair value hedges are hedges of the risk of change to<br />

the fair value of assets and liabilities. Both the derivatives<br />

that were designated as real-value hedges and their<br />

covered assets or liabilities are valued at fair value in the<br />

balance <strong>statement</strong> and changes in fair value are shown in<br />

the profit and loss account. If a hedge appears to no longer<br />

be very effective, the hedge accounting will be stopped and<br />

the adjustment to the book value of the covered interestbearing<br />

<strong>financial</strong> instrument will be written off linearly<br />

in the profit and loss account up to the expiry date of<br />

the covered position.<br />

Cash flow hedges are hedges of the possible variability of<br />

future cash flows that are related to the assets or liabilities<br />

shown, very probable expected future transactions or<br />

not-taken fixed commitments. Changes to the fair value of<br />

a hedging instrument that serves as a very effective<br />

cash flow hedge are shown in the overview of the<br />

unrealised results, more specifically in the hedge reserve.<br />

The ineffective part is shown in the profit and loss account<br />

immediately.<br />

Fair value hedge<br />

Cash flow hedge<br />

Qualified • Variation in time value = • Variation in time value =<br />

impact on results account<br />

impact on results account<br />

• Variation in intrinsic value = • Variation in intrinsic value =<br />

to be compensated mutually<br />

component of unrealised results<br />

• Coupon: calculated pro rata over the year<br />

• Coupon: calculated pro rata over the year<br />

Unqualified • Variation in total value = • Variation in total value =<br />

impact on results account<br />

impact on results account<br />

• Coupon: cash flow in that year<br />

• Coupon: cash flow in that year<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

33


34<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

n<br />

If the covered cash flow results in the uptake of a non<strong>financial</strong><br />

asset or liability, the cumulative fair value<br />

adjustment of the derivative will no longer be shown in the<br />

overview of the unrealised results, but will be included in<br />

the initial valuation of the cost price or the book value of<br />

the asset or liability. In all other cases, the cumulative fair<br />

value adjustment of the derivative will be transferred<br />

from the overview of the unrealised results to the profit<br />

and loss account at the moment that the covered fixed<br />

commitment or the planned action results in the posting of<br />

a profit or a loss. If a hedge no longer appears to be very<br />

effective, the hedge accounting will be stopped, but not<br />

retroactively. In that case, the cumulative fair value<br />

adjustment of the hedge instrument will be retained in<br />

the overview of unrealised results until the committed<br />

or expected transaction occurs. If a committed or<br />

scheduled transaction is no longer expected to take place,<br />

the cumulative fair value adjustments will be transferred<br />

from the overview of the unrealised results to the profit<br />

and loss account.<br />

Booking the movements<br />

The distinction between qualified and unqualified <strong>financial</strong><br />

instruments determines the methodology to be used.<br />

Events after the balance date<br />

Events after the balance that provide additional information<br />

concerning the company's situation on the balance date<br />

(so-called 'adjusting events') are shown in the <strong>financial</strong><br />

<strong>statement</strong>. Other events after balance date (so-called 'nonadjusting<br />

events’) are only shown in the explanations if they<br />

are considered to be important.<br />

n<br />

Segmented information<br />

For management purposes, the group is organised in two<br />

operational segments. One segment comprises the company<br />

activities under the concession agreement (management<br />

agreement) with the Flemish Region and the other comprises<br />

the commercial activities carried out primarily for (Flemish)<br />

cities and municipalities. In the second segment, the group is<br />

in direct competition with other sewerage managers.<br />

NEW AND AMENDED STANDARDS AND<br />

INTERPRETATIONS IN EFFECT FOR FINANCIAL<br />

YEARS COMMENCING ON 1 JANUARY <strong>2011</strong><br />

n<br />

Amendments to principles or explanations<br />

The principles of <strong>financial</strong> reporting applies are consistent<br />

with those for the previous fiscal year, with the following<br />

exceptions.<br />

As of 1 January <strong>2011</strong>, the group has implemented the<br />

following new and amended IFRS standards and IFRIC<br />

interpretations:<br />

• IAS 24 Related Party Disclosures, in effect from 1 January<br />

<strong>2011</strong><br />

• IAS 32 Financial Instruments: Presentation - Classification<br />

of Claim Emissions, in effect from 1 February 2010<br />

• IFRIC 14 - Prepayments of Minimum Funding Requirements,<br />

in effect from 1 January <strong>2011</strong><br />

• IFRIC 19 Extinguishing Financial Liabilities with Equity<br />

Instruments, in effect from 1 July 2010<br />

• Improvements to IFRSs (May 2010), in effect from 1 January<br />

<strong>2011</strong><br />

If the application of the standard or interpretation has<br />

consequences for the <strong>financial</strong> position or results of the group,<br />

a description is provided below.<br />

IAS 24 Related Party Disclosures<br />

The amendment clarifies the definition of a related party.<br />

The new definition emphasises a symmetrical view of<br />

relationships with related parties and clarifies the<br />

circumstances in which persons and managers in key<br />

positions influence the related parties. In the second place,<br />

the change introduces an exemption from the general<br />

information provision about related parties for transactions<br />

with governments and entities that are (collectively)<br />

controlled by governments or which governments have a<br />

substantial influence over. [This change had no impact on<br />

the current related party disclosures.]<br />

IAS 32 Financial Instruments: Presentation - Classification<br />

of Claim Emissions<br />

The amendment changes the definition of a <strong>financial</strong> liability<br />

to allow entities to consider claim emissions and specific<br />

options or warrants as equity instruments.


The amendment applies if rights have been granted pro<br />

rate to the current owners of the same category of<br />

non-derivative equity instruments to acquire a fixed<br />

number of equity instruments from the entity in exchange<br />

for a fixed amount in any currency. [This amendment<br />

had no consequences for the <strong>financial</strong> position or results of<br />

the group.]<br />

IFRIC 14 – Prepayments of Minimum Funding Requirements<br />

The amendment corrects the unintended consequence<br />

that arises when an entity is subject to a minimum funding<br />

requirement and makes prepayments to meet that<br />

obligation. The amendment makes it possible for an entity<br />

to consider a prepayment of future services costs to be a<br />

fund investment. [The group is not subject to a minimum<br />

funding requirement. This amendment therefore had<br />

no consequences for the <strong>financial</strong> position or results of<br />

the group.]<br />

IFRIC 19 Extinguishing Financial Liabilities with Equity<br />

Instruments<br />

The interpretation clarifies that equity instruments<br />

provided by a creditor to extinguish a <strong>financial</strong> liability<br />

should be considered as paid compensation. The equity<br />

instruments provided are valued at their fair value. If the<br />

fair value cannot be determined in a reliable way, the equity<br />

instruments must be valued so that they reflect the fair<br />

value of the <strong>financial</strong> liability that has been extinguished.<br />

The difference between the book value of the extinguished<br />

<strong>financial</strong> liability and the compensation paid is shown in<br />

the profit and loss account. [The first application of this<br />

interpretation had no consequences for the <strong>financial</strong><br />

position or results of the group.]<br />

Improvements to the IFRSs (published May 2010)<br />

In May 2010, the IASB published a third bundle with<br />

amendments to the standards, primarily to eliminate<br />

inconsistencies and for clarification. Different transition<br />

provisions apply to each standard. Processing the following<br />

amendments led to changes in the principles, but had<br />

no consequences for the <strong>financial</strong> position or results of<br />

the group.<br />

• IFRS 3 Business Combinations: clarifies that conditional<br />

compensations that arise from a business combination<br />

that took place before the first application of IFRS 3<br />

(revised version from 2008) must be dealt with in<br />

accordance with IFRS 3 (2005).<br />

• IFRS 3 Business Combinations: deals with payments<br />

based on shares that were not replaced and shares<br />

that were replaced voluntarily and dealing with them in<br />

the books in the context of a business combination.<br />

• IFRS 7 Financial Instruments: Disclosures: the amendment<br />

was intended to simplify the information provided by<br />

reducing the scope of the information concerning<br />

certainties and to improve the information by providing<br />

qualitative information, in addition to quantitative<br />

information. [The Group has illustrated this amendment<br />

in explanation 5.9.]<br />

• IAS 1 Presentation of Financial Statements: the amendment<br />

clarifies that the entity has the choice of providing the<br />

analysis of each component of the unrealised results in<br />

the overview of changes to equity or in the explanations.<br />

[The group provides that analysis in explanation 5.7]<br />

• IAS 27 <strong>Consolidated</strong> and separate <strong>financial</strong> <strong>statement</strong>s:<br />

clarifies the transition obligations with respect to<br />

the amendments to other standards as a result of the<br />

revision of the IAS 27 standard.<br />

• IFRIC 13 Customer Loyalty Programmes: clarifies that an<br />

entity must take into account discounts and other<br />

rewards that could be granted to customers that are not<br />

participating in a loyalty programme when determining<br />

the fair value of the rewards granted.<br />

The amendments shown below as a result of<br />

improvements to the IFRSs for the following standards<br />

had no consequences for the principles, <strong>financial</strong> position<br />

or performance of the group.<br />

• IFRS 3 Business Combinations<br />

• IAS 27 <strong>Consolidated</strong> and separate <strong>financial</strong> <strong>statement</strong>s<br />

• AIS 34 Interim Financial Reporting<br />

• IFRIC 13 Customer Loyalty Programmes<br />

• IFRS 3 Business Combinations: the options to valuations<br />

of minority interests were amended. Only the minority<br />

interests that give their owner right to a proportional<br />

share of the net assets of the entity in the event of<br />

cessation will be valued at fair value or at their<br />

proportional share of the net assets of the entity.<br />

All other minority interests are valued at their fair value<br />

on the takeover date.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

35


36<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

NEW AND AMENDED STANDARDS AND<br />

INTERPRETATIONS IN EFFECT FOR FINANCIAL<br />

YEARS COMMENCING ON 1 JANUARY <strong>2011</strong><br />

OR LATER<br />

n<br />

Standards that have been published but that have not yet<br />

taken effect<br />

The standards shown below were published on the date<br />

of publication of the Group´s <strong>financial</strong> <strong>statement</strong>s, but have<br />

not yet taken effect:<br />

• IFRS 7 Financial Instruments: Disclosures - Amendments<br />

to the disclosures 1 , in effect from 1 July <strong>2011</strong><br />

• IFRS 9 Financial instruments 1 , in effect from 1 January 2013<br />

• IFRS 10 The <strong>Consolidated</strong> and Separate Financial<br />

Statement 1 , in effect from 1 January 2013<br />

• IFRS 11 Joint Arrangements 1 , in effect from 1 January 2013<br />

• IFRS 12 Disclosure of Interests in Other Entities 1 , in effect<br />

from 1 January 2013<br />

• IFRS 13 Fair Value Measurements 1 , in effect from 1 January<br />

2013<br />

• IAS 1 Presentation of Financial Statements 1 , in effect from<br />

1 July 2012<br />

• IAS 12 Income Taxes – Settlement of Tax Claims 1 , in effect<br />

from 1 January 2012<br />

• IAS 19 Employee Benefits 1 , in effect from 1 January 2013<br />

1 These amendments had not yet been approved by the EU as of<br />

30 September <strong>2011</strong>.<br />

IFRS 7 Financial Instruments: Disclosures<br />

The amendments to IFRS 7 are in effect for <strong>financial</strong> years<br />

commencing on or after 1 July <strong>2011</strong> and will lead to better<br />

understanding of transactions of <strong>financial</strong> assets, more<br />

specifically with respect to the possible influence of risks<br />

associated with the assets sold that continue to be on<br />

the entity's account. The amendments furthermore require<br />

making additional disclosures if a substantial number of<br />

transactions took place towards the end of the <strong>financial</strong><br />

year. [The group does not expect the amendments to have<br />

an impact on the current disclosures.]<br />

IFRS 9 Financial Instruments<br />

The current version of IFRS 9 sets the first phase for<br />

the project of the IASB to replace IAS 39. It applies to<br />

the classification and valuation of <strong>financial</strong> assets and<br />

liabilities. The standard applies to <strong>financial</strong> years<br />

commencing on or after 1 January 2013. In the following<br />

phases, the IAS will deal with devaluations and hedging.<br />

The IASB expects to complete the project in 2012. [The first<br />

application of the first phase of IFRS 9 will have an impact on<br />

the classification and valuation of the <strong>financial</strong> assets of the<br />

group. The group will evaluate the impact of these and the<br />

subsequent phases in its <strong>financial</strong> <strong>statement</strong> so that a<br />

complete picture can be provided.]<br />

IFRS 10 The <strong>Consolidated</strong> and Separate Financial Statement<br />

The standard applies to <strong>financial</strong> years commencing on or<br />

after January 2013. It states that the concept of control is<br />

decisive in determining whether an entity should be<br />

included in the consolidated <strong>financial</strong> <strong>statement</strong> of a<br />

parent company. The standard offers additional assistance<br />

in assessing control where necessary. [The company is<br />

currently assessing the impact of this standard.]<br />

IFRS 11 Joint Arrangements<br />

The standard applies to <strong>financial</strong> years commencing on or<br />

after 1 January 2013. With respect to the processing of joint<br />

arrangements, it concentrates primarily on the rights<br />

and obligations of the rules rather than the legal form.<br />

The standard obliges the entity to apply a single<br />

accounting treatment of interests in jointly controlled<br />

entities. [The company is currently assessing the impact of<br />

this standard.]<br />

IFRS 12 Disclosure of Interests in Other Entities<br />

The standard applies to <strong>financial</strong> years commencing on<br />

or after 1 January 2013. It deals with disclosures for all types<br />

of interests in other entities, including joint arrangements,<br />

associated participation, for entities established for a<br />

special purpose and other entities that were not included<br />

in the balance <strong>statement</strong>. [The company is currently<br />

assessing the impact of this standard.]<br />

IFRS 13 Fair Value Measurements<br />

The standard applies to <strong>financial</strong> years commencing on or<br />

after 1 January 2013. It provides a definition of fair value<br />

and a single source of fair value measurement and<br />

disclosure in the application thereof in IFRS. [The company<br />

is currently assessing the impact of this standard.]<br />

IAS 1 Presentation of Financial Statements<br />

The amendments apply to <strong>financial</strong> years commencing on<br />

or after 1 July 2012. The amendments dictate splitting up<br />

the elements in the unrealised results that can be moved to<br />

the profit and loss account. The amendments furthermore<br />

confirm the existing obligation to show the elements of the<br />

unrealised results in a single overview or in two consecutive<br />

overviews. [The company is currently assessing the impact of<br />

this standard.]


IAS 12 Income taxes<br />

The amended standard applies to <strong>financial</strong> years<br />

commencing on or after 1 January 2012. The amendment<br />

offers a practical solution to the difficult and subjective<br />

assessment of the disposal through use or sale when the<br />

asset is valued at fair value in accordance with the standard<br />

IAS 40 Investment Property by introducing an assumption<br />

that the asset will be disposed of through sale. [The group<br />

expects this change to have no impact on its <strong>financial</strong><br />

position or results.]<br />

IAS 19 Employee Benefits<br />

The amended standard applies to <strong>financial</strong> years<br />

commencing on or after 1 January 2013. The amendment<br />

eliminates the possibility of deferring the recording of<br />

profits and losses, known under the name 'corridor<br />

method'. The amendments streamline the presentation of<br />

changes in assets and liabilities arising from the defined<br />

benefit plan. That includes incorporating the revaluations<br />

in the unrealised results. Furthermore, they improve<br />

the disclosures for defined benefit plans by asking for<br />

additional information concerning the characteristics of<br />

defined benefit plans and concerning the risks that entities<br />

bear by participating in such plans. [The company is<br />

currently assessing the impact of this standard.]<br />

IFRS 1 – first application of IFRS<br />

GENERAL<br />

Since <strong>2011</strong> – the first IFRS reporting period – the<br />

consolidated <strong>financial</strong> <strong>statement</strong>s of the Group are prepared<br />

in accordance with the standards and interpretations as<br />

published by the International Accounting Standards Board<br />

(IASB) and accepted in the European Union.<br />

The IFRS opening balance at 1 January 2010 (the date of<br />

transition to IFRS) was prepared in accordance with IFRS 1 -<br />

First application of International Financial Reporting Standards.<br />

PRINCIPLES FOR THE PREPARATION OF<br />

THE CONSOLIDATED FINANCIAL STATEMENT<br />

IFRS 1 requires the retroactive application of every IFRS<br />

applicable to the reporting date of the first IFRS consolidated<br />

<strong>financial</strong> <strong>statement</strong>. Several exceptions to that principle are<br />

permitted. The Group made use of the following exceptions:<br />

• Application of IAS 37 Provisions: the information that<br />

was available at the moment of the preparation of<br />

the opening balance and that had been sufficient under<br />

BE GAAP was used further. The retroactive split of the net<br />

provisions in a gross liability and compensation to be<br />

received would have been too expensive, which would<br />

not have been proportional to the improved quality of<br />

the information.<br />

IFRS OPENING BALANCE AT 01.01.2010<br />

AND DISCUSSION OF THE DEVIATIONS BE<br />

GAAP - IFRS PER BNALACE POST<br />

All changes are the result of amendments to the principles<br />

for <strong>financial</strong> reporting and are therefore not the result of<br />

corrections of errors that would have been made due to<br />

the application of the previous GAAP (Belgian GAAP or BE<br />

GAAP) in the previous <strong>financial</strong> <strong>statement</strong>.<br />

The amounts reported under BE GAAP are <strong>Aquafin</strong>'s<br />

unconsolidated figures. Legally, both <strong>Aquafin</strong> NV and<br />

Aquaplus NV can invoke the exemption from subconsolidation<br />

included in Section 113 §1 and §2, first paragraph of the<br />

Companies Code. Under IFRS, the consolidated figures of<br />

the group are reported, including the 100% subsidiary<br />

Aquaplus NV.<br />

n<br />

Discussion of reworking of BE GAAP - IFRS per balance post<br />

1. Tangible fixed assets<br />

Assets established, purchased or leased as part of the<br />

management agreement<br />

The primary impact of the transition of the group to IFRS<br />

was on the administrative procedures for the establishment<br />

and operation of the tangible fixed assets. All of the<br />

infrastructure established, purchased or leased as part of<br />

the management agreement with the Flemish Region<br />

falls within the scope of interpretation IFRIC 12 - Service<br />

Concession Agreements (1). As a result, the infrastructure<br />

concerned is not treated as tangible fixed assets in the<br />

<strong>financial</strong> <strong>statement</strong> of the company.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

37


38<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

ASSETS<br />

BE GAAP IFRS conversion IFRS - consolidated<br />

(in €000) 31/12/2009 01/01/2010<br />

FIXED ASSETS 2,353,822 -879,752 1,474,069<br />

Tangible fixed assets 2,353,130 -2,353,130 (1)<br />

Long-term receivables Management Agreement 1,464,186 1,464,186 (2)<br />

Financial fixed assets 692 -692 (3)<br />

Other <strong>financial</strong> assets 9,884 9,884 (4)<br />

CURRENT ASSETS 75,532 77,169 152,701<br />

Stocks and orders in progress 24,024 -24,024 (5)<br />

Short-term receivables Management Agreement 88,684 88,684 (2)<br />

Receivables of no more than one year 13,418 11,808 25,226 (6)<br />

Cash and cash equivalents 37,639 701 38,340 (7)<br />

Deferred accounts active 452 0 452<br />

TOTAL ASSETS 2,429,354 -802,583 1,626,770<br />

EQUITY AND LIABILITIES<br />

NET EQUITY 975,485 -797,868 177,617<br />

Share capital 149,429 0 149,429<br />

Reserves 17,801 10,387 28,188 (8)<br />

Profit carried forward 6 -6 (8)<br />

Capital subsidies (Reimbursements Flemish Region/<br />

drinking water companies) 808,248 -808,248 (8)<br />

PROVISIONS FOR RISKS AND COSTS 2,478 6,283 8,761<br />

Pensions and similar liabilities 305 6,283 6,589 (9)<br />

Other risks and costs 2,173 0 2,173<br />

DEBTS 1,451,391 -10,999 1,440,392<br />

Interest-bearing loans with terms of more than 1 year 1,173,362 0 1,173,362<br />

Other long-term debts 104 19,992 20,096 (10)<br />

Interest-bearing loans with terms of less than 1 year 163,487 0 163,487<br />

Commercial debts and other short-term debts 100,912 -31,353 69,559 (11)<br />

Taxes payable 121 121 (11)<br />

Deferred liability account 13,528 240 13,768 (12)<br />

TOTAL EQUITY AND LIABILITIES 2,429,354 -802,583 1,626,770


Those provisions have particular application on the<br />

following investments, which were activated under BE<br />

GAAP:<br />

• all of the investments in (supramunicipal) sewer and<br />

treatment infrastructure, both completed investment<br />

projects and investment projects in progress;<br />

• hydronaut studies, completed and in progress;<br />

• office buildings, purchased or acquired via <strong>financial</strong><br />

lease;<br />

• computer and office equipment, furnishings, etc.;<br />

for a total amount of €2,346,306 k.<br />

Under BE GAAP, those investments were activated at the<br />

acquisition value minus accumulated write-offs. Under IFRS,<br />

no tangible fixed assets are recognised.<br />

(1) Interpretation IFRIC 12 - Service Concession Agreements<br />

as ratified on 25 May 2009 by the European Commission,<br />

applies to <strong>Aquafin</strong>. After all:<br />

The agreement is a 'public-to-private concession'.<br />

In view of the legal framework of the management<br />

agreement between <strong>Aquafin</strong> and the Flemish Region, one<br />

could say that <strong>Aquafin</strong> is an extension of the government<br />

from an economic perspective. That leads to the question<br />

of whether there really is a 'public-to-private concession'.<br />

At first glance, one would expect a private organisation<br />

to be fully independent of the government (grantor).<br />

Nevertheless, there could be circumstances in which an<br />

entity that is totally or partly state property has a certain<br />

degree of autonomy to carry out its activities, which is<br />

the case with <strong>Aquafin</strong>.<br />

The IFRIC has determined (in the basis for conclusion) that<br />

if a concession agreement such as the one between<br />

<strong>Aquafin</strong> NV and the Flemish Region is identical in all other<br />

respects to a concession agreement between a (purely)<br />

private organisation and the government, the operator<br />

(in casu <strong>Aquafin</strong>) can be treated as if it were a private entity.<br />

IFRIC 12 can therefore be applied.<br />

The service concession agreement<br />

The most important characteristic of services based on a<br />

service concession agreement is the nature of the services.<br />

The activities of the operator must be of ´public utility´<br />

(the so-called 'public service obligation'). The services<br />

related to the infrastructure must be provided by the<br />

operator to the public (in the broad sense of the term)<br />

within a pre-determined policy.<br />

The management agreement sets out the services<br />

between <strong>Aquafin</strong> and the government contractually<br />

and determines which ´public´ services are to be delivered,<br />

to wit, the expansion and the management of the<br />

household wastewater treatment infrastructure.<br />

<strong>Aquafin</strong> is responsible for at least part of the management<br />

of the infrastructure and associated services and does not<br />

operate solely as an agent on behalf of the Flemish Region.<br />

In that respect, we report that <strong>Aquafin</strong> does, indeed, run an<br />

operational risk, although a limited one, for example when it<br />

fails to achieve the planned delivery of infrastructure work.<br />

Furthermore, the management agreement states in Article<br />

48 how payment is to be done (i.e. an invoicing agreement<br />

between <strong>Aquafin</strong> and the user, especially the Flemish<br />

drinking water companies) and, implicitly, also the price<br />

that <strong>Aquafin</strong> may charge.<br />

And finally, at the end of the concession agreement,<br />

the complete infrastructure will be turned over to the<br />

government at no charge. That means that <strong>Aquafin</strong><br />

does not, in fact, 'control' the infrastructure as the IFRS<br />

understands 'control' and cannot sell or pledge it.<br />

The expected economic life of the assets is longer than<br />

the life of the concession.<br />

Lease agreements in which the group acts as lessor<br />

The project at Kapellen to carry out transport services is<br />

included under BE GAAP as part of the tangible fixed assets.<br />

Nevertheless, the Group does receive compensation via AWW<br />

for making those assets available. From that perspective,<br />

the group is a lessor in accordance with IAS 17 Leasing.<br />

Consequently, those assets are presented as a receivable on<br />

the group's balance (€6,824 k).<br />

2. Receivables on the management agreement (long and<br />

short term)<br />

In the context of the application of IFRIC 12, the group<br />

applies the <strong>financial</strong> asset model. That applies when the<br />

operator has an unconditional right to actively receive cash<br />

or other <strong>financial</strong> asset from the grantor.<br />

After all, in exchange for the performance in the context of<br />

the concession agreement, the group has an unconditional<br />

contractual right as an operator and is contractually<br />

compensated by the grantor (the Flemish Region).<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

39


40<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

The group considers that <strong>financial</strong> asset as a receivable in<br />

the category of "Loans and receivables". They are valued at<br />

the amortized cost price, which is calculated based on the<br />

effective interest method. Inasmuch as the repayment of<br />

the receivable is done at nominal value and no interest may<br />

be charged by the group, the effective interest rate is 0%.<br />

In practice, that constitutes valuation at nominal value.<br />

The receivables shown in this post related in particular to:<br />

• investments in (supramunicipal) sewer and treatment<br />

infrastructure, completed and in progress;<br />

• hydronaut studies, completed and in progress;<br />

• office buildings, purchased or acquired via a <strong>financial</strong><br />

lease;<br />

• computer and office equipment, furnishings, etc.;<br />

• alignment with the market value of the hedging<br />

structures (as per infra);<br />

• provisions for personnel benefits (as per infra);<br />

for a total amount of €1,552,870 k.<br />

Part of that amount (€88,684 k) is due within 1 year.<br />

Under BE GAAP, those assets are posted under tangible fixed<br />

assets.<br />

3. Financial fixed assets<br />

Under BE GAAP, the participation of the group in the<br />

subsidiary Aquaplus NV is shown here. In the consolidated<br />

IFRS <strong>financial</strong> <strong>statement</strong>, this participation expires vis-à-vis<br />

the equity of Aquaplus NV.<br />

Inasmuch as <strong>Aquafin</strong> NV has already posted a devaluation<br />

on the <strong>financial</strong> fixed asset, the value of the equity at<br />

Aquaplus NV is matched and there is therefore no impact<br />

on the results.<br />

4. Other <strong>financial</strong> assets<br />

The receivable for the provision of the assets as part of the<br />

project at Kapellen – the provision of transport services –<br />

in the amount of €6,357 k is shown here.<br />

The long-term receivables connected with the commercial<br />

projects in progress are reported in this section: €3,505 k.<br />

That receivable relates to all revenues still to be invoiced<br />

depending on the completion percentage of those projects.<br />

5. Stocks and orders in progress<br />

Under BE GAAP, projects on behalf of third parties<br />

(commercial projects in progress) are processed in accordance<br />

with the completed contract method. Expenses for projects<br />

that have not yet been delivered are activated under<br />

Orders in progress.<br />

Due to the conversion to IFRS, those projects are valued in<br />

accordance with the percentage of completion method<br />

and posted in the results pro rata with their percentage<br />

of completion. Concretely, €24,024 k in receivables (orders<br />

in progress) are shown in the results (- €24,024 k).<br />

6. Receivables of a maximum of 1 year (commercial receivables,<br />

other)<br />

Receivables are valued by the amortized cost price.<br />

The credit note still to be prepared for the drinking water<br />

companies / the Flemish Region is reported in IFRS in<br />

accordance with the IFRIC 12 receivable (receivables related<br />

to the concession agreement) (+ €10,137 k). The same<br />

reasoning applies to the credit note to be prepared with<br />

respect to the interest management (+ €1,186 k).<br />

The remaining difference with BE GAAP is the result of<br />

the consolidation of the subsidiary Aquaplus NV.<br />

7. Cash and cash equivalents<br />

The difference with BE GAAP is the result of the<br />

consolidation of the subsidiary Aquaplus NV.<br />

8. Net equity<br />

See infra: impact of the conversion on the consolidated<br />

equity at 1 January 2010.<br />

9. Pension obligations<br />

There are two types of pension schemes within the group:<br />

the defined contribution plan and the defined benefit plan.<br />

Liabilities with respect to defined contribution plan are<br />

applied against the profit and loss account immediately.<br />

The periodic premium payment is registered as a period<br />

cost. There is no difference here from the processing under<br />

BE GAAP.<br />

The debt or possible receivable from the defined benefit<br />

plan is shown in the balance <strong>statement</strong>. In such schemes,<br />

the amount in the balance <strong>statement</strong> (the net liability)<br />

matches the cash value of the gross liability, reduced by<br />

the fair value of the fund investments and adjusted for<br />

not-taken pension costs for past employment.


To be able to estimate future liabilities accurately, the<br />

projected unit credit methodology will be used, a specific<br />

actuarial calculation. The concrete impact of the conversion<br />

to IFRS amounts to €5,773 k.<br />

Early retirement schemes are also treated as defined<br />

benefit plans. The group shows a provision that is<br />

calculated in accordance with the project unit credit<br />

method. The concrete impact of the conversion to IFRS<br />

amounts to €510 k.<br />

Inasmuch as the provisions for personnel benefits fall<br />

under 'reasonable costs' as stipulated in the management<br />

agreement with the Flemish Region, a receivable equal<br />

to the amount of this provision has been booked for<br />

the Flemish Region. The impact on the consolidated equity<br />

is hereby neutralised.<br />

10. Other long-term debts<br />

The group uses derivatives to hedge interest risks arising<br />

from the financing activities. The difference with BE GAAP<br />

relates to the alignment as of 1 January 2010 with the market<br />

value of the hedging structures (see the explanation<br />

concerning the <strong>financial</strong> instruments): €19,992 k.<br />

The benefits and costs related to the interest management<br />

(hedging) are part of the financing charges and<br />

therefore fall under 'reasonable costs' as stipulated in<br />

the management agreement with the Flemish Region.<br />

For the amount of that alignment, an equal receivable was<br />

therefore booked to the Flemish Region. The impact on<br />

the consolidated equity is hereby neutralised.<br />

11. Commercial debts and other short-term debts<br />

Commercial debts and other liquid liabilities, with the<br />

exception of derivatives, are valued at the amortized cost<br />

price. That cost price is equivalent to the fair value of<br />

the compensation to be paid.<br />

Due to the conversion to IFRS, the commercial projects in<br />

progress are valued in accordance with the percentage of<br />

completion method and posted in the results pro rata with<br />

their percentage of completion. Concretely, €21,702 k in<br />

revenues (pre-payments received) are posted in the results.<br />

In accordance with IAS 10 – Events after the reporting Period<br />

– dividends allocated after the <strong>financial</strong> year are not posted<br />

as a liability as long as they are payable after the end of the<br />

<strong>financial</strong> year. The impact is €9,198 k.<br />

Debts related to taxes due (€121 k) are shown in the IFRS<br />

balance as a separate post.<br />

The remaining difference with BE GAAP is the result of the<br />

consolidation of the subsidiary Aquaplus NV.<br />

12. Deferred liability account<br />

The increase of the short-term <strong>financial</strong> liabilities relates to<br />

the active interest management (€204 k).<br />

IMPACT OF THE CONVERSION ON THE<br />

CONSOLIDATED EQUITY AT 1 JANUARY 2010<br />

The transition from BE GAAP to IFRS resulted in the<br />

reduction of the consolidated equity from €975.48 million<br />

to €177.62 million. That decrease from €797.86 million is<br />

explained in the table shown below.<br />

(in €000)<br />

BE GAAP - 31/12/2009 975,484<br />

Commercial projects in progress 1,183<br />

Dividends 9,198<br />

Capital subsidies -808,248<br />

IFRS - 01/01/2010 177,617<br />

Under BE GAAP, projects on behalf of third parties<br />

(commercial projects in progress) are processed in accordance<br />

with the completed contract method. Due to the conversion<br />

to IFRS, those projects are valued in accordance with the<br />

percentage of completion method and posted in the results pro<br />

rata with their percentage of completion. Concretely, €1,183 k<br />

in undelivered projects has been posted in the results; that is<br />

the result for all of the commercial projects in progress at 31<br />

December 2009.<br />

In accordance with IAS 10 – Events after the reporting<br />

Period – dividends allocated after the <strong>financial</strong> year are not<br />

posted as a liability as long as they are payable after the end of<br />

the <strong>financial</strong> year. The impact is €9,198 k.<br />

In implementation of the management agreement with<br />

the Flemish Region, the investments in (supramunicipal)<br />

sewer and treatment infrastructure were repaid over 15 years.<br />

The speed of repayments is higher than that of the write-offs.<br />

That resulted in a positive balance, which will be used to<br />

finance the write-offs further after the repayments have<br />

been made.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

41


42<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

With the approval of the Bookkeeping Standards<br />

Committee, this positive balance was booked to a special<br />

liability account, Repayment to the Flemish Region (capital<br />

subsidies). The amount of €808 million relates to all projects<br />

that were delivered up to the end of the <strong>financial</strong> year.<br />

As a result of the application of interpretation IFRIC 12 -<br />

Service Concession Agreements, these sewerage and treatment<br />

infrastructures (tangible fixed assets) are removed from the<br />

balance and replaced by the future credits from the Flemish<br />

Region (receivables). There will also no longer be any<br />

equivalent of the liability account Repayment to the Flemish<br />

Region (capital subsidies).<br />

IMPACT OF THE CONVERSION ON THE PROFIT<br />

AND LOSS ACCOUNT 2010<br />

The management contract with the Flemish Region<br />

stipulates that the compensation of <strong>Aquafin</strong> NV will take<br />

place on the basis of passing on all reasonable costs, increased<br />

by a compensation for the shareholders that is based on their<br />

contribution to the company’s equity. From this, it follows that<br />

the costs and revenues are a reflection of each other to a large<br />

extent. The conversion to IFRS has also not had any impact on<br />

the results for the activities covered by the concession<br />

agreement.<br />

Inasmuch as the IFRS balance of the group does not<br />

recognise any tangible fixed assets, the write-offs and<br />

therefore also the equivalent of those write-off costs are<br />

neutralised in the turnover in the IFRS <strong>statement</strong> of results.<br />

RESULTS ACCOUNT<br />

BE GAAP IFRS conversion IFRS consolidated<br />

(in €000) 31/12/2010 01/01/2010<br />

OPERATING INCOME 362,540 -107,781 254,759<br />

Turnover 336,891 -88,935 247,956<br />

Changes to the orders in progress 20,229 -20,229<br />

Produced fixed assets 12 -12<br />

Other operating income 5,409 1,394 6,803<br />

OPERATING EXPENSES -295,899 110,556 -185,343<br />

Commercial goods, raw materials and consumables used -82,981 -112 -83,092<br />

Services and miscellaneous goods -42,602 -61 -42,662<br />

Salaries, social security contributions and pensions -55,982 0 -55,982<br />

Write-offs to tangible fixed assets -111,261 111,261<br />

Devaluations of orders in progress and trade receivables 245 -457 -212<br />

Provisions for risks and costs 75 -75<br />

Other operating costs -3,394 0 -3,394<br />

OPERATING RESULTS 66,641 2,775 69,416<br />

Financial results -58,656 -2,800 -61,456<br />

Profit from ongoing operations before taxes 7,985 -25 7,960<br />

Extraordinary results 2 -2<br />

Profit for the <strong>financial</strong> year before taxes 7,987 -27 7,960<br />

Income taxes -910 397 -513<br />

PROFIT FOR THE FINANCIAL YEAR 7,078 369 7,447


The only impact that the conversion has on results<br />

concerns the results of the projects in hand is on behalf of<br />

third parties (commercial projects in progress).<br />

On the date of the switch (31/12/2010), the group did not<br />

have the necessary information to be able to apply the<br />

percentage of completion methodology for those projects.<br />

In 2010, those projects were still being processed in<br />

accordance with the BE GAAP completed contract method.<br />

The concrete impact of the conversion to IFRS amounts<br />

to €369 k.<br />

From <strong>2011</strong>, those projects were being processed<br />

consistently in accordance with the percentage of completion<br />

method also under BE GAAP.<br />

Notes to the consolidated balance sheet<br />

EXPLANATION 5.0. CONCESSION CONTRACTS<br />

(IFRIC 12<br />

IFRIC 12 concerning services based on a concession<br />

agreement is applied in the consolidated <strong>financial</strong> <strong>statement</strong><br />

of <strong>Aquafin</strong>.<br />

n<br />

<strong>Aquafin</strong> activities<br />

<strong>Aquafin</strong> NV was established in 1990 by the Flemish Region<br />

to accelerate the development of the supramunicipal<br />

sewerage infrastructure. In order to achieve that objective,<br />

the Flemish Region sets out <strong>Aquafin</strong>'s assignments every year<br />

in a programme. The Vlaamse Milieumaatschappij (Flemish<br />

Environmental Agency) monitors <strong>Aquafin</strong>'s economic and<br />

ecological results. For the execution of this assignment,<br />

a management agreement has been drawn up between<br />

<strong>Aquafin</strong> and the Flemish Region. Amendments to the original<br />

management agreement are set out in addenda.<br />

In the context of the management agreement, <strong>Aquafin</strong><br />

collects the wastewater from the Flemish households in main<br />

sewers and transports it to treatment plants. For that purpose,<br />

<strong>Aquafin</strong> first expanded the necessary infrastructure:<br />

collectors for wastewater, pumping stations and wastewater<br />

treatment plants. <strong>Aquafin</strong> prefinances the projects awarded<br />

and the drinking water companies repay the investments.<br />

From projects delivered from 1 January 2009, the repayment<br />

term is 15 years for the electromechanical works and 30 years<br />

for the construction works.<br />

<strong>Aquafin</strong> is also responsible for the maintenance and<br />

operation of the supramunicipal sewer systems and the<br />

wastewater treatment plants. The treated wastewater must<br />

comply with Flemish and European standards.<br />

Outside the management agreement, <strong>Aquafin</strong> has also<br />

developed a specific offering for cities and municipalities.<br />

Several cities and municipalities have outsourced the<br />

complete installation and maintenance of their sewers to<br />

<strong>Aquafin</strong>. Several companies also have their wastewater<br />

treated by <strong>Aquafin</strong>.<br />

The most important part of the <strong>Aquafin</strong> assets is used<br />

in the context of a concession agreement. More specifically,<br />

it concerns assets that are used to carry out the tasks under<br />

the management agreement with the Flemish Region.<br />

n Applicability of IFRIC 12<br />

The interpretation IFRIC 12 - Service Concession Agreements<br />

applies to public-private agreements if the following<br />

conditions are satisfied:<br />

• the grantor controls or regulates the services that the<br />

operator is required to provide with the infrastructure,<br />

whom those services are to be delivered to, and the price;<br />

• the grantor controls through ownership the ultimate<br />

right; in other words, the grantor has control over any<br />

significant residual value in the infrastructure at the end<br />

of the life of the agreement.<br />

Infrastructure assets within the scope of the agreement<br />

are assets built or acquired for use within the context of<br />

the concession agreement or existing infrastructure to which<br />

the operator has been granted access.<br />

The interpretation is based on the concept of 'control',<br />

i.e. whoever controls the right of use of the infrastructure.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

43


44<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

In summary, we can therefore state that the following<br />

criteria must be satisfied in order to fall under the scope of<br />

the interpretation (IFRIC 12 §5,7);<br />

n<br />

• the agreement is a public-to-private concession;<br />

• the grantor has control over or regulates the services<br />

that the operator must provide with the help of<br />

the infrastructure;<br />

• the grantor has control over any significant remaining<br />

interest in the infrastructure;<br />

• the infrastructure is built or acquired by the operator for<br />

the purpose of using it in the context of the concession<br />

agreement;<br />

• the contract between the operator and the grantor<br />

determines the price at which the services are to be<br />

provided.<br />

Analysis of the concession agreement<br />

Service Concession Agreement<br />

One of the characteristics of a service concession<br />

agreement is the nature of the services. The activities of<br />

the operator must be a public service. (the so-called ‘public<br />

service nature of the obligation’).<br />

The services related to the infrastructure must be provided<br />

by the operator to the public (in the broad sense of the term)<br />

within a pre-determined policy. The management agreement<br />

sets out the services between <strong>Aquafin</strong> and the government<br />

contractually and determines which ´public´ services are to be<br />

delivered, to wit, the expansion and the management of<br />

the household wastewater treatment infrastructure.<br />

A second condition is that <strong>Aquafin</strong> is responsible for at<br />

least part of the management of the infrastructure and<br />

associated services and does not operate solely as an agent on<br />

behalf of the Flemish Region. In that respect, we report<br />

that <strong>Aquafin</strong> does, indeed, run an operational risk, although a<br />

limited one, for example when it fails to achieve the planned<br />

delivery of infrastructure work.<br />

A third condition concerns the payments for the services.<br />

The management agreement states in Article 48 how<br />

payment is to be done (i.e. an invoicing agreement between<br />

<strong>Aquafin</strong> and the user, especially the Flemish drinking water<br />

companies) and, implicitly, also the price that <strong>Aquafin</strong> may<br />

charge.<br />

And finally, there is a condition concerning the ownership<br />

of the infrastructure at the end of the agreement. At the end<br />

of the concession agreement, the complete infrastructure will<br />

be turned over to the government at no charge. That means<br />

that <strong>Aquafin</strong> does not, in fact, 'control' the infrastructure<br />

as the IFRS understands 'control' and cannot sell or pledge it.<br />

The expected economic life of the assets is longer than the life<br />

of the concession.<br />

Interpretation IFRIC 12 - Service Concession Agreements<br />

as ratified on 25 May 2009 by the European Commission,<br />

applies to <strong>Aquafin</strong> with respect to the activities under the<br />

management agreement.<br />

Within IFRIC 12, that kind of infrastructure is recognised as<br />

<strong>financial</strong> assets (<strong>financial</strong> asset model) in <strong>Aquafin</strong>'s case, not<br />

as tangible fixed assets.<br />

n<br />

Financial assets model<br />

The operator posts a <strong>financial</strong> asset to the degree that an<br />

unconditional contractual right exists to cash or other<br />

<strong>financial</strong> assets for the delivery of services. A contractual right<br />

exists if the grantor contractually ensures the payment of:<br />

a) specified or calculable amounts, or<br />

b) any negative difference between amounts received from<br />

users of the public utility and specified or calculable<br />

amounts, even if the payment is made dependent on<br />

the condition that the operator ensure that the<br />

infrastructure satisfy specified quality or efficiency<br />

requirements.<br />

The various compensations that the Flemish Region owes<br />

to <strong>Aquafin</strong> are stipulated in Art. 43 of the management<br />

agreement between <strong>Aquafin</strong> and the Flemish Region and<br />

fit within the aforementioned conditions in order to meet<br />

the definition of <strong>financial</strong> assets.<br />

Art. 43 of the management agreement states:<br />

"To fulfil its tasks under this agreement, to wit, the creation<br />

and operation of sewer water treatment infrastructure,<br />

<strong>Aquafin</strong> is entitled to compensation from the Flemish Region<br />

that must cover all reasonable costs incurred and, with due<br />

regard for the risk taken, ensure a minimum acceptable return<br />

for the shareholders.


This compensation covers all actual reasonable costs<br />

incurred by <strong>Aquafin</strong> within the meaning of Art. 35 of this<br />

agreement, as well as all levies and taxes owed by <strong>Aquafin</strong> for<br />

the execution of this agreement, including environmental levies,<br />

all payments due to third parties and all of the payments owed<br />

to the Flemish Region with the exception of fines, compensation<br />

for damages for late delivery in accordance with the provisions<br />

of articles 41.3, 41.4 and 41.5 of this agreement, lump-sum<br />

payments under art. 41 of this agreement and compensation<br />

for damages to third parties due to illegal acts, and are paid in<br />

accordance with this chapter.<br />

Without prejudice to the provisions of Art. 18 of this<br />

agreement, this payment comprises four elements, to wit,<br />

recovery of (a) Investment Spending, (b) Working Expenses,<br />

(c) Fixed Costs and (d) Financing Costs."<br />

Art. 43 gives an unconditional contractual right to receive<br />

payment from the Flemish Government (in its capacity as<br />

grantor). The grantor also has few or no possibilities for<br />

avoiding payment; it is effectively enforceable in law.<br />

The primary impact of the model on the <strong>financial</strong> position<br />

and results of the group concerns the treatment of its tangible<br />

fixed assets. The tangible fixed assets that fall within the<br />

scope of this interpretation are not recognised as tangible<br />

fixed assets, but as <strong>financial</strong> assets that comprise the<br />

payments to be received from operations and establishment<br />

of the concession.<br />

As per Art. 43 of the management agreement, the contractual<br />

rights of <strong>Aquafin</strong> are unconditional and therefore satisfy the<br />

definition of the <strong>financial</strong> assets model.<br />

n<br />

IFRIC-12 receivables shown in the balance<br />

Long-term receivables management agreement<br />

Long-term receivables (i.e. receivables over more than<br />

one year) as a result of the application of IFRIC 12 comprise<br />

the following categories:<br />

The tangible fixes asset shown in the IFRIC 12 receivables<br />

comprises:<br />

• Wastewater treatment infrastructure delivered to the<br />

Flemish Region. For the part of those investment projects<br />

and replacement investments not yet repaid on the<br />

reporting date, and that will be received over more than<br />

a year, the group recognises a long-term receivable with<br />

respect to the drinking water companies/the Flemish<br />

Region, valued at an amortized cost price.<br />

• Infrastructure taken over from the Vlaamse Milieu -<br />

maatschappij (Flemish Environmental Agency). The group<br />

is also entitled to receive payment from the Flemish<br />

Region in the amount of the as yet not repaid part and<br />

valued at the amortized cost price. The part that is to be<br />

recovered over more than one year is shown in the longterm<br />

receivables.<br />

• Hydronaut studies are studies that are carried out to<br />

develop a correct design of the associated supra -<br />

municipal investment project. These studies are also<br />

carried out in the context of the management of existing<br />

infrastructure. They are charged over a period of 15 years<br />

to the Flemish Region/the drinking water companies.<br />

For the part of those studies not yet repaid on the<br />

reporting date, and that will be recovered over more than<br />

one year, a long-term receivable is recognised.<br />

• Investments in hardware, software, laboratory equipment,<br />

furniture, materials and equipment required for the<br />

functioning of the head office and investments in<br />

hardware, software, laboratory equipment, replacement<br />

investments, electromechanics, extraordinary maintenance<br />

of construction and electromechanics, furniture, etc.,<br />

are charged to the Flemish Region/the drinking water<br />

companies pro rata with the write-offs booked. For the<br />

part of those investments not yet repaid on the reporting<br />

date, and that will be recovered over more than one year,<br />

a long-term receivable is recognised.<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

Tangible fixed assets included in IFRIC 12 - receivables 1,917,827 1,678,636 1,438,906<br />

Provisions for pensions 6,313 6,644 6,283<br />

Fair value <strong>financial</strong> instruments 132,419 42,482 18,996<br />

TOTAL 2,056,559 1,727,763 1,464,186<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

45


46<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

• Investments in the head office building (Dijkstraat 8).<br />

They are charged to the Flemish Region/the drinking<br />

water companies pro rata with the payment of the loan<br />

taken out for this purpose. For the part of those<br />

investments not yet repaid on the reporting date, and<br />

that will be recovered over more than one year, a longterm<br />

receivable is recognised.<br />

• Chargeable costs of the two buildings that the group<br />

leases. The leasing contracts satisfy the criteria of<br />

<strong>financial</strong> leasing. The leasing costs are charged to the<br />

Flemish Region/the drinking water companies pro rata<br />

with the write-offs. For the part of those leased buildings<br />

not yet repaid on the reporting date, and that will be<br />

recovered over more than one year, a long-term<br />

receivable is recognised.<br />

The total book value for leasing can be broken down<br />

into an IFRIC 12 short-term receivable of €219 k (i.e. the<br />

annual write-off charged to the Flemish Region/the<br />

drinking water companies) and an IFRIC 12 long-term<br />

receivable for the part that will only be recovered from<br />

the Flemish Region/the drinking water companies in<br />

the years to follow.<br />

• Assets under construction. In addition to the completed<br />

projects, the group has a large number of projects in<br />

progress and therefore a significant amount in assets<br />

under construction. Also, the group has an unconditional<br />

contractual right to receive payment from the Flemish<br />

Government for those assets. A receivable is recognised<br />

for their value.<br />

The provisional pensions concern the defined contribution<br />

plan and early-retirement plans.<br />

• Provision for defined contribution plans. <strong>Aquafin</strong> has<br />

two types of pension schemes: a defined contribution<br />

plan and a defined benefit plan. All movements related<br />

to the defined contribution plan are recognised in P&L.<br />

For the obligations concerning the defined benefit plan,<br />

an actuarial calculation as per IAS 19 was carried out,<br />

as per explanation 5.10.<br />

Inasmuch as, in accordance with the management<br />

agreement, the group has an unconditional contractual<br />

right to receive compensation for the provision for the<br />

defined contribution plan from the Flemish Region/<br />

the drinking water companies, they are shown as<br />

receivables.<br />

• Provision for the early-retirement pension. As per IAS 19,<br />

an actuarial calculation of the provision for earlyretirement<br />

pensions was carried out. The explanation<br />

concerning that calculation is provided in explanation<br />

5.10. Inasmuch as, in accordance with the management<br />

agreement, the group has an unconditional contractual<br />

right to receive compensation for the provision for the<br />

benefit plan from the Flemish Region/the drinking water<br />

companies, they are shown as receivables.<br />

Fair value <strong>financial</strong> instruments<br />

• Inasmuch as the group, in accordance with the<br />

management agreement, is entitled to receive<br />

compensation for the costs of financing, changes in<br />

the market value of the <strong>financial</strong> instruments are<br />

recognised as receivables vis-à-vis the unrealised results.<br />

Explanation concerning the calculation and the changes<br />

in that market value are provided in explanation 5.9.<br />

Short-term receivables management agreement<br />

Short-term receivables (i.e. receivables due within a<br />

maximum of one year) as a result of the application of IFRIC 12<br />

comprise the following categories:<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

Tangible fixed assets included in IFRIC 12 - receivables 116,681 115,430 99,144<br />

Other -5,039 -7,994 -10,460<br />

TOTAL 111,643 107,436 88,684


The tangible fixes asset shown in the IFRIC 12 receivables<br />

comprises:<br />

• wastewater treatment infrastructure delivered to the<br />

Flemish Region;<br />

• infrastructure taken over from the Vlaamse<br />

Milieumaatschappij (Flemish Environmental Agency);<br />

• hydronaut studies;<br />

• investments in hardware, software, laboratory equipment,<br />

furniture, materials and equipment required for the<br />

operations of the head office and investments in hardware,<br />

software, laboratory equipment, electromechanical<br />

replacement investments, extraordinary maintenance<br />

for construction and electromechanics, furniture, etc.,<br />

required for the operational activities;<br />

• investments in the head office building (Dijkstraat 8);<br />

• chargeable costs of the two buildings that the group<br />

leases.<br />

A description of those posts has been provided under the<br />

IFRIC 12 long-term receivables. For the part of those receivables<br />

that are to be recovered within the year, a short-term<br />

receivable has been recognised. Those receivables are<br />

effectively received in year n+1.<br />

The other IFRIC 12 short-term receivables relate primarily<br />

to credit notes/invoices for operating expenses that are yet to<br />

be prepared. After invoicing the drinking water companies on<br />

the basis of the estimates throughout the year, the total<br />

invoicing is specified in detail at year-end. For the corrections<br />

with respect to the previously invoiced amounts, the invoices/<br />

credit notes that are still to be prepared are recognised in<br />

the balance.<br />

Receivables with<br />

Receivables due within a remaining period Receivables with<br />

a period of more than 1 year of more than 1 and a remaining period<br />

IFRIC 12 receivables which expire within the year less than 5 years of more than 5 years Total<br />

(in €000)<br />

IFRIC 12 RECEIVABLES PER YEAR OF EXPIRATION<br />

At 31/12/<strong>2011</strong> 111,643 439,184 1,617,375 2,168,202<br />

At 31/12/2010 107,436 407,349 1,320,414 1,835,199<br />

At 01/01/2010 88,684 356,540 1,107,646 1,552,870<br />

EXPLANATION 5.1 TO THE 'OTHER FINANCIAL<br />

ASSETS' POST<br />

The other <strong>financial</strong> assets amounted to €27,440 k at 31<br />

December <strong>2011</strong>. With respect to the balance at 31 December<br />

2010, that represented an increase of €17,067 k.<br />

ASSETS<br />

(in €000) Explanation <strong>2011</strong> 2010 At 1 January 2010<br />

FIXED ASSETS<br />

Other <strong>financial</strong> assets 5.1 27,440 10,373 9,884<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

47


48<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

Within the other <strong>financial</strong> assets, we distinguish between<br />

several types.<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

Financial assets available for sale 100 78 0<br />

Warranties 3 2 2<br />

Long-term receivables for municipal transport services 5,781 6,209 6,357<br />

Payments still to be invoiced with respect to <strong>Aquafin</strong>-commercial projects 16,044 4,036 3,505<br />

Payments still to be invoiced with respect to Aquaplus-commercial projects 191 46 19<br />

Long-term receivables with respect to provisions - intervention of third parties 5,321 0 0<br />

TOTAL 27,440 10,373 9,884<br />

n<br />

Financial assets available for sale<br />

In 2010, the group joined the drinking water company<br />

VMW in the Rio-P West Flanders water service and the East<br />

Flanders Rio-P water service through contribution in kind.<br />

More concretely, the group provided databases containing the<br />

digital inventory of the sewer systems of the municipalities<br />

concerned. For each database provided, the fair value was<br />

determined at the moment of joining Rio-P, including the value<br />

of the expertise provided. That valuation was coordinated with<br />

and invoiced to VMW as main shareholder of Rio-P.<br />

In 2010, drinking water companies AWW and TMVW<br />

entered into a structural collaboration under the name 'waterlink'<br />

with a subsidiary, 'rio-link' being established within it.<br />

On 8 March <strong>2011</strong>, the board of directors signed a shareholders'<br />

agreement between water-link and <strong>Aquafin</strong> with respect to<br />

collaborating in rio-link. <strong>Aquafin</strong> thereby acquired one-third of<br />

the shares in rio-link in the amount of €22,000. In view of the<br />

negligible material interest in that participation, it is shown<br />

under '<strong>financial</strong> investments available for sale'.<br />

n<br />

Long-term receivables for municipal transport services<br />

In the context of the commercial contracts with the<br />

municipalities, <strong>Aquafin</strong> is assuming responsibility for<br />

transport services for which a system of payment modalities<br />

can be elaborated at the municipalities' request. For the<br />

projects carried out and repaid by the municipalities<br />

concerned over time in this context, the group recognises a<br />

long-term receivable in the amount of the part that is to be<br />

recovered over more than one year from the municipalities<br />

concerned.<br />

n<br />

Payments still to be invoiced with respect to <strong>Aquafin</strong><br />

commercial projects<br />

In addition to the projects within the scope of the<br />

management agreement, <strong>Aquafin</strong> also carries out commercial<br />

projects. The “Rio-Totaal” service package that <strong>Aquafin</strong> offers<br />

to the municipalities is modular. It makes it possible for the<br />

municipalities to call on <strong>Aquafin</strong> to assist with those aspects<br />

of expansion and management of a sewer system for which<br />

there is a need. That modular offering is primarily interesting<br />

for cities and municipalities with a good-sized in-house<br />

technical department that wishes to acquire specific support<br />

for one or more aspects of sewer management.<br />

In addition to that modular offering, the municipalities can<br />

also opt for a total solution, the “Rio-Totaal” service package<br />

in the form of a concession of public service. That type of<br />

collaboration makes it possible for the cities and<br />

municipalities to lay their own accents and to decide on<br />

timing, budgets, priorities and ways of working. To bring<br />

integrated drinking-water policy one step closer, <strong>Aquafin</strong> has<br />

signed agreements for structural collaboration with drinking<br />

water companies. Municipalities can also decide to satisfy<br />

their sanitation obligation in this way.<br />

Based on the estimated percentage of completion of<br />

the commercial projects at 31 December <strong>2011</strong>, €63,869k in<br />

revenues have been recognised in <strong>2011</strong> with respect to those<br />

projects. A major part of those revenues, to wit, €16,044 k,<br />

concerns payments that were yet to be invoiced at the end of<br />

<strong>2011</strong>. Due to the strong increase in the commercial projects<br />

portfolio, that post shows an increase by €12,008 k in<br />

comparison with the end of 2010.


(in €000) <strong>2011</strong> 2010<br />

PROJECTS IN PROGRESS ON BEHALF OF THIRD PARTIES<br />

Revenues charged for the <strong>financial</strong> year 63,869 33,421<br />

Costs charged for the <strong>financial</strong> year 62,022 31,542<br />

Profit for the <strong>financial</strong> year 1,847 1,879<br />

n<br />

Payments still to be invoiced with respect to <strong>Aquafin</strong>’s<br />

commercial projects<br />

At 31 December <strong>2011</strong>, the total of payments that had not<br />

yet been invoiced – based on the estimated percentage of<br />

completion of those commercial projects on closing date –<br />

was €191 k. At the end of 2010, those receivables were €46k.<br />

n<br />

Long-term receivables related to provisions - intervention<br />

of third parties<br />

Until 2010, a net receivable was included under the longterm<br />

liabilities with respect to the provisions. Starting in <strong>2011</strong>,<br />

the gross amount of the liability was shown under the<br />

provisions and the recoveries from third parties were shown<br />

under the other <strong>financial</strong> tangible assets. That explains the<br />

increase of this section by €5,321 k.<br />

EXPLANATION 5.2 COMMERCIAL AND OTHER RECEIVABLES<br />

The commercial and other receivables amounted to<br />

€27,188k at the end of <strong>financial</strong> year <strong>2011</strong>. That meant<br />

an increase by €6,711k in comparison with the balance at<br />

31 December 2010.<br />

(in €000) Explanation <strong>2011</strong> 2010 At 1 January 2010<br />

Trade receivables and other receivables 5.2 27,188 20,477 25,226<br />

The commercial and other receivables can be broken down<br />

into the following categories:<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

Short-term receivables for municipal transport services 494 473 473<br />

Trading creditors 21,716 15,843 22,237<br />

Miscellaneous receivables 4,978 4,160 2,515<br />

TOTAL 27,188 20,477 25,226<br />

n<br />

Short-term receivables for municipal transport services<br />

In the context of the commercial contracts with the<br />

municipalities, <strong>Aquafin</strong> is assuming responsibility for<br />

transport services for which a system of payment modalities<br />

can be elaborated at the municipalities' request. For the<br />

projects carried out and repaid by the municipalities<br />

concerned over time in this context, the group recognises a<br />

short-term receivable in the amount of the part that is to be<br />

recovered within one year from the municipalities concerned.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

49


50<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

n<br />

Trading creditors<br />

The table below shows the gross and net commercial<br />

receivables:<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

TRADING CREDITORS<br />

Gross book value 23,219 17,091 23,730<br />

Devaluations for dubious creditors -1,503 -1,247 -1,492<br />

NET BOOK VALUE 21,716 15,843 22,237<br />

The commercial debtors are not interest-bearing and,<br />

in general, have a payment period of 30 to 60 days. The table<br />

below shows the outstanding commercial receivables by<br />

due date.<br />

(in €000)<br />

Gross book Not Net book<br />

value expired Expired Devaluations value<br />

90 days<br />

31/12/<strong>2011</strong> 23,219 15,867 5,384 500 340 1,127 -1,503 21,716<br />

31/12/2010 17,091 13,611 341 509 986 1,645 -1,247 15,843<br />

1/01/2010 23,730 20,019 1,287 139 1,537 748 -1,492 22,237<br />

n<br />

Miscellaneous receivables<br />

The various receivables consist primarily of recoverable VAT.<br />

EXPLANATION 5.3 TO THE 'OTHER FINANCIAL LIQUID ASSETS' POST<br />

The other <strong>financial</strong> liquid assets amounted to €1,476 k at 31<br />

December <strong>2011</strong>. With respect to the balance at 31 December<br />

2010, that represented an increase of €563 k.<br />

This concerns the deferred accounts that concern the<br />

pre-paid costs and the payments due from interest and<br />

transport services.<br />

(in €000) Explanation <strong>2011</strong> 2010 Per 1 januari 2010<br />

Other <strong>financial</strong> liquid assets 5.3 1,476 913 452


EXPLANATION 5.4 FUNDS AND CASH EQUIVALENTS<br />

(in €000) Explanation <strong>2011</strong> 2010 At 1 January 2010<br />

Funds and cash equivalents 5.4 71,763 4,259 38,340<br />

Partly due to the success of the public emission of a<br />

debenture loan in the fall of 2009, there was a limited cash<br />

surplus at the end of 2009. These temporary surpluses were<br />

utilised in the course of 2010 to finance projects that<br />

were ready to be launched.<br />

In <strong>2011</strong>, <strong>Aquafin</strong> found itself facing greater financing<br />

requirements than it had in previous years due to the<br />

purchase of property and plants of the Vlaamse Milieu -<br />

maatschappij (Flemish Environmental Agency) in the context<br />

of addendum no. 7 of the management agreement.<br />

The banks were limited in their ability to provide additional<br />

loans because they were themselves confronted with<br />

increased costs and new regulations. Belgian institutional<br />

investors, on the other hand, were very interested in financing<br />

<strong>Aquafin</strong>. That opportunity was therefore utilised to the full:<br />

€285 million in financing was obtained via that channel.<br />

Inasmuch as it was not possible to apply that full amount to<br />

financing projects immediately, there was a temporary cash<br />

surplus and investments of nearly €53 million were made.<br />

In 2012, those funds are to be used to finance projects.<br />

EXPLANATION 5.5 CAPITAL<br />

At the end of <strong>financial</strong> year <strong>2011</strong>, capital amounted to<br />

€248,400,024, of which 210,900,006 was fully deposited;<br />

at the end of 2010, the capital was equal to the deposited<br />

capital: €198,400,000.<br />

In the context of the financing of the purchase of plants of<br />

the Vlaamse Milieumaatschappij (Flemish Environmental<br />

Agency) by <strong>Aquafin</strong>, the capital was increased by €50,000k<br />

on 13 December <strong>2011</strong>. Of that amount, €12.500 k was<br />

deposited. In the same context, a capital deposit in the<br />

amount of €48,971 k was also done in 2010.<br />

The capital is represented by 1,001,613 shares without<br />

nominal value. The shares are issued by name and are<br />

recorded in a shares register by name. As of 1 January 2010,<br />

the capital was represented by 800,000 shares, of which<br />

1,476 were fully paid up and 798,524 were paid up to a level<br />

of 75.27%. Following the capital pay-up on 2 December 2010,<br />

all 800,000 shares were fully paid up. After the capital<br />

increase on 13 December <strong>2011</strong>, the capital consists of<br />

800,000 fully paid-up shares and 201,613 shares that are<br />

paid up to a level of 25%.<br />

EXPLANATION 5.6. GROUP RESERVES<br />

The group reserves at the end of <strong>financial</strong> year <strong>2011</strong><br />

amounted to €27,741 k; that is an increase of €1,304 k in<br />

comparison with the balance at 31 December 2010.<br />

That increase is primarily due to an increase of €1,000 k in<br />

the available reserve to provide the necessary funds for<br />

possible participations in structural collaborations and the<br />

activities of Aquaplus N.V. In addition, there was a logical<br />

increase in the legal reserve.<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

OTHER EQUITY COMPONENTS<br />

Required reserves 11,036 10,556 10,201<br />

Available reserve 8,600 7,600 7,600<br />

Profit carried forward 8,105 8,281 10,387<br />

TOTAL 27,741 26,437 28,188<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

51


52<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

The group reserves consist of the legal reserve, the available<br />

reserve and the deferred profit.<br />

The legal reserve is topped-up annually until it reaches a<br />

level equal to 10% of the capital. In accordance with Section<br />

319 of the Companies Code, 5% of the after-tax profit is put<br />

into reserve annually.<br />

The group has had an available reserve of €7,600 k for some<br />

time now. In <strong>2011</strong>, that was increased by €1,000 k to provide<br />

the funds necessary for the possible participation in structural<br />

cooperative ventures and the activities of Aquaplus N.V.<br />

The deferred profit amounted to €10,387 k on 1 January 2010;<br />

€8,281 k on 31 December 2010 and €8,105 k on 31 December <strong>2011</strong>.<br />

Under BE GAAP, projects on behalf of third parties<br />

(commercial projects in progress) are processed in accordance<br />

with the completed contract method until 31 December 2010.<br />

Due to the conversion to IFRS, those projects are valued in<br />

accordance with the percentage of completion method and<br />

posted in the results pro rata with their percentage of<br />

completion. Concretely, €1,183 k in undelivered projects were<br />

shown in the results on 1 January 2010; at 31 December 2010,<br />

that amount was €1,552 k. Starting in <strong>2011</strong>, the valuation rules<br />

were aligned with the IFRS and those projects were also<br />

valued under BE GAAP according to the percentage of<br />

completion method.<br />

In accordance with IAS 10 - Events after the reporting<br />

Period dividends allocated after the <strong>financial</strong> year are not<br />

posted as a liability as long as they are payable after the end<br />

of the <strong>financial</strong> year. The impact amounted to €9,198 k on<br />

1 January 2010; €6,724 k on 31 December 2010 and €8,096 k<br />

on 31 December <strong>2011</strong>.<br />

EXPLANATION 5.7. CONSOLIDATED OVERVIEW OF REALISED AND UNREALISED RESULTS<br />

(in €000) Explanation <strong>2011</strong> 2010<br />

NET PROFIT 8,028 7,447<br />

UNREALISED RESULTS<br />

Net increase in value of cash flow hedges 5.9 -79,711 -20,303<br />

Charge-through via Management Agreement receivables 5.9 79,711 20,303<br />

0 0<br />

Actuarial profits and losses on defined benefit plans 5.11 564 172<br />

Charge-through of IFRIC 12 receivables 5.11 -564 -172<br />

0 0<br />

Unrealised results after taxes 0 0<br />

TOTAL REALISED AND UNREALISED RESULTS AFTER TAXES 8,028 7,447<br />

The unrealised results with respect to cash flow hedges<br />

must be considered as recyclable and the actuarial profits and<br />

losses on defined benefit plans as non-recyclable.


EXPLANATION 5.8 INTEREST-BEARING LOANS - LONG-TERM AND SHORT-TERM<br />

FINANCIAL LIABILITIES<br />

n<br />

Overview of interest-bearing loans - long-term and shortterm<br />

at 31 December <strong>2011</strong><br />

At 31 December <strong>2011</strong>, the outstanding <strong>financial</strong> debts can<br />

be broken down as follows:<br />

• <strong>financial</strong> long-term debts, more than 1 year: €1,568,254 k;<br />

• <strong>financial</strong> long-term debts, due within 1 year: €157,904 k;<br />

• <strong>financial</strong> short-term debts: €82,006 k.<br />

Detail of the <strong>financial</strong> debts by category:<br />

Interest rate %<br />

(in €000) (average) Term <strong>2011</strong> 2010 At 1 January 2010<br />

Long-term bank debt under allocation 4.39% 2012-2041 1,459,216 1,089,985 1,037,976<br />

Private placement 4.25% 2013 100,000 100,000 100,000<br />

Retail bond 4.00% 2015 150,000 150,000 150,000<br />

Long-term bank debt purchase of Dijkstraat 8 4.79% 2029 8,302 8,510 8,700<br />

Long-term bank debt commercial activities 4.46% 2024-2025 6,518 6,898 6,932<br />

Leasing debts 7.48% 2015-2016 2,122 2,448 2,740<br />

TOTAL LONG-TERM FINANCIAL DEBTS 1,726,158 1,357,841 1,306,348<br />

Short-term bank debts (Commercial Paper) 1.35% 2012 73,000 140,600 30,500<br />

Short-term bank debt commercial activities 1.66% 2012 9,006<br />

Total short-term <strong>financial</strong> debts 82,006 140,600 30,500<br />

TOTAL LONG-TERM & SHORT-TERM FINANCIAL DEBTS 1,808,164 1,498,441 1,336,848<br />

n Long-term bank debts under allocation at 31 December <strong>2011</strong><br />

The long-term credits are used to finance the investments<br />

that are being repaid over time by the Flemish Region and,<br />

since 1 January 2005, by the drinking-water companies with<br />

the Flemish Region as co-debtor. Long-term financing is based<br />

on the allocation agreement. It defines that the balance of<br />

the long-term credits must be smaller than the claims that<br />

<strong>Aquafin</strong> has on the drinking water companies, respectively<br />

the Flemish Region. These claims consist of the investment<br />

projects that have not been paid, but that have already<br />

been delivered.<br />

In 2010 and <strong>2011</strong>, <strong>Aquafin</strong> was directed by the Flemish<br />

Region to purchase assets from the Vlaamse Milieu -<br />

maatschappij (Flemish Environmental Agency). Initially, the<br />

financing for the purchase was bridged by short-term<br />

borrowing. At the end of <strong>2011</strong>, the commercial paper was<br />

reduced sharply as part of the long-term financing of<br />

those VMM assets. The share of long-term loans has therefore<br />

increased significantly, from €1,090 million at the end<br />

of 2010 to €1,459 million at the end of <strong>2011</strong>.<br />

At 31 December <strong>2011</strong>, a nominal amount of €2,542,348 k<br />

was taken up, of which €1,459,216 k has not yet been repaid.<br />

In <strong>2011</strong>, <strong>Aquafin</strong> was able to meet its long-term financing<br />

requirements with loans from the European Investment Bank<br />

(€75 million), the commercial banks (€150 million) and new<br />

institutional investors (€285 million).<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

53


54<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

In general, the loans have the following structure:<br />

• take-up in EUR<br />

• fixed interest for the full life of the loan or variable<br />

interest hedged with a maximum ceiling interest rate<br />

• term of 15 years (up to 2008) and 30 years (from 2009)<br />

• equal half-yearly capital repayments<br />

• semi-annual interest payments.<br />

n Bond loans at 31 December <strong>2011</strong><br />

Bond issue 2006 (Private placement)<br />

On 30 May 2006, <strong>Aquafin</strong> issued a seven-year bond loan in<br />

the amount of €100 million. Those funds are now being used<br />

to fund the works in progress.<br />

The bond loan issued by <strong>Aquafin</strong> has the following<br />

characteristics:<br />

• take-up: €100 million<br />

• issue below par: 99.881%<br />

• issue at a discount: 4.25% coupon<br />

• period of 7 years<br />

• annual repayment of interest<br />

• security: rating at the moment of the issue.<br />

Bond issue 2009 (Retail bond)<br />

The net receipts from this retail bond loan will, in the first<br />

instance, be used for a partial refinancing of existing <strong>Aquafin</strong><br />

debt and for general company purposes. This includes<br />

financing the works that are in execution for the development<br />

of the supramunicipal treatment infrastructure in Flanders.<br />

The subscription for the bond loan that <strong>Aquafin</strong> issued has<br />

the following characteristics:<br />

n<br />

• take-up: €150 million<br />

• issue above par: 101.639%<br />

• issue at a discount: 4.00% coupon<br />

• annual gross return: 3,69%<br />

• repayment: 100% on date of expiry<br />

• period of 6 years<br />

• annual repayment of interest<br />

• listing: Euronext Brussels.<br />

Bank loan for the purchase of the office building at<br />

Dijkstraat 8 at 31 December <strong>2011</strong><br />

For the purchase and renovation of the office building at<br />

Dijkstraat 8, a long-term loan in the amount of €8,700,000 and<br />

a term of 20 years at fixed interest of 4.79% over the entire life<br />

of the loan was taken out.<br />

n<br />

Bank debts for commercial activities of the municipalities<br />

at 31 December <strong>2011</strong><br />

In the context of the commercial contracts with the<br />

municipalities, <strong>Aquafin</strong> is assuming responsibility for<br />

transport services for which a system of payment modalities<br />

can be elaborated at the municipalities' request.<br />

At the end of June 2009, the very first project (Kapellen)<br />

was completed and the transition was made from short-term<br />

financing to long-term financing over 15 years. Analogous to<br />

the loan that <strong>Aquafin</strong> took out with the bank, Kappellen<br />

receives from <strong>Aquafin</strong> an invoice every quarter with the<br />

charges for the transport service provided. In 2010, the second<br />

long-term project (Vilvoorde) was financed. In <strong>2011</strong>, there were<br />

also several projects that required new financing started.<br />

n Leasing debts at 31 December <strong>2011</strong><br />

This section contains the debts related to leased buildings:<br />

Dijkstraat 10 and Delta for a total amount still to be repaid<br />

of €2,122 k.<br />

n Short-term bank debts at 31 December <strong>2011</strong><br />

The short-term financing was used primarily to fund<br />

the work in progress before delivery. The two bond loans that<br />

<strong>Aquafin</strong> issued form the basis for the financing requirements<br />

for the work in progress and explain the low level.<br />

Commercial paper<br />

Features:<br />

• issue programme of €400 million in treasury bills<br />

• BNP Paribas Fortis is the arrangers and domicile agent<br />

• BNP Paribas Fortis, Dexia and KBC are the dealers<br />

• term of at least 7 days and a maximum of half a year<br />

• in <strong>2011</strong> no issues on the secondary market > 1 year<br />

• the very first issue by <strong>Aquafin</strong> took place on 22 June 2000.<br />

The commercial paper programme is hedged by €300<br />

million in back-up lines, distributed over the three dealers.<br />

At 31 December <strong>2011</strong>, €73 million in commercial paper<br />

was issued.<br />

Credit lines<br />

At 31 December <strong>2011</strong>, there were no take-ups carried out<br />

within the available bilateral credit lines (€80 million).<br />

The same applies to the revolving credit facility (€100 million).


n<br />

Short-term bank debts for commercial activities at<br />

31 December <strong>2011</strong><br />

In the context of the contracts with the municipalities<br />

that were entered into outside the scope of the agreement<br />

with the Flemish Region, <strong>Aquafin</strong> takes on specific sanitation<br />

tasks; at the request of the municipalities, a system of<br />

payment modalities can be worked out in respect of those<br />

tasks. <strong>Aquafin</strong> finances the work in progress by means of<br />

short-term financing. At 31/12/<strong>2011</strong>, €9,005 k was taken up<br />

within the existing credit lines.<br />

n<br />

Break-out of the <strong>financial</strong> long-term debts by how much<br />

time remains<br />

Debts due within<br />

Debts with<br />

a period of more than a remaining period Debts with<br />

1 year which expire of more than 1 and a remaining period<br />

At 31 December <strong>2011</strong> within the year less than 5 years of more than 5 years Total<br />

(in €000)<br />

Credit institutions 157,540 752,976 813,520 1,724,036<br />

Leasing debts 364 1,689 69 2,122<br />

TOTAL LONG-TERM FINANCIAL DEBTS 157,904 754,665 813,589 1,726,158<br />

Debts due within<br />

Debts with<br />

a period of more than a remaining period Debts with<br />

1 year which expire of more than 1 and a remaining period<br />

At 31 December 2010 within the year less than 5 years of more than 5 years Total<br />

(in €000)<br />

Credit institutions 140,107 699,526 515,760 1,355,393<br />

Leasing debts 326 1,720 402 2,448<br />

TOTAL LONG-TERM FINANCIAL DEBTS 140,433 701,246 516,162 1,357,841<br />

Debts due within<br />

Debts with<br />

a period of more than a remaining period Debts with<br />

1 year which expire of more than 1 and a remaining period<br />

At 1 January 2010 within the year less than 5 years of more than 5 years Total<br />

(in €000)<br />

Credit institutions 132,695 551,987 618,926 1,303,608<br />

Leasing debts 292 1,547 901 2,740<br />

TOTAL LONG-TERM FINANCIAL DEBTS 132,987 553,534 619,827 1,306,348<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

55


56<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

EXPLANATION 5.9 OTHER LONG-TERM FINANCIAL LIABILITIES<br />

n<br />

Hedge accounting - <strong>financial</strong> derivative instruments<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

Financial instruments to hedge the interest risk at market value 135,267 44,571 19,992<br />

Other liabilities 133 120 104<br />

TOTAL OTHER LONG-TERM FINANCIAL LIABILITIES 135,401 44,691 20,096<br />

n<br />

Interest policy<br />

Care must always be taken to ensure that:<br />

<strong>Aquafin</strong> has significant interest burdens. They are<br />

accompanied by interest risks due to possible changes in the<br />

interest rates, which is both a disadvantage if the interest rate<br />

increases and a missed benefit if the interest rate drops.<br />

<strong>Aquafin</strong> wants to optimise the cost of financing through<br />

the active management of the interest risk by using <strong>financial</strong><br />

instruments to have the cash flows be such that the risk<br />

is limited.<br />

In May 2006, the Board of Directors of <strong>Aquafin</strong> approved<br />

the implementation of a dynamic management procedure<br />

for interest rate risks. An interest policy was devised with<br />

the outlines of interest rate management set out; the policy<br />

was then approved by the board of directors.<br />

At 31 December <strong>2011</strong>, <strong>Aquafin</strong> had outstanding long-term<br />

debt of €1.7 billion. The active interest management system<br />

can be applied to a maximum of 35% of that debt, with the<br />

aim of achieving interest savings for <strong>Aquafin</strong>. The interest<br />

management may be built up as follows:<br />

• minimum of 65% of the debt with fixed-rate interest<br />

• maximum of 35% of the liquid debt, of which:<br />

- 25% with limited risk (cap)<br />

- 10% fully liquid<br />

<strong>Aquafin</strong> not only has an existing debt that can be actively<br />

managed, but the future budgeted debt can also be hedged.<br />

On the basis of the investment programmes imposed on<br />

<strong>Aquafin</strong> by the Flemish Region, <strong>Aquafin</strong> can look several years<br />

into the future and make a reasonable assessment of its<br />

future financing needs. To cover future financing needs,<br />

the interest rate policy results in a dynamic interestmanagement<br />

programme up to 50% of the future long-term<br />

debts, with a 5-year horizon.<br />

• the risks are covered<br />

• an underlying loan is always budgeted against a hedging<br />

structure<br />

For <strong>2011</strong>, interest savings of €2 million have been achieved<br />

through the active management of the interest risk.<br />

That <strong>financial</strong> result is the difference of the financing burden<br />

that <strong>Aquafin</strong> has as a result of the interest management<br />

and the financing burden that <strong>Aquafin</strong> would have had if it<br />

were subject to fixed interest without active management.<br />

This comparison is based on the so-called benchmark.<br />

The benchmark is the interest rate in effect, the fixed interest<br />

at which the underlying long-term loan would have been<br />

taken out at in accordance with the characteristics (term,<br />

repayment schedule) at the moment of finalising the <strong>financial</strong><br />

instruments. Different <strong>financial</strong> instruments combined<br />

constitute the structure. The interest cost of the underlying<br />

loan is then seen together with the cash flows from the<br />

matching structure, resulting in the ultimate financing<br />

burden for <strong>Aquafin</strong>.<br />

The savings are settled with the drinking-water companies.<br />

At least 50% of that was immediately deducted from the<br />

invoice to the drinking-water companies. For <strong>2011</strong>, €1.2 million<br />

has been credited. The remaining €0.8 million serves as a<br />

buffer for possible optimisations. At 31 December <strong>2011</strong>, a total<br />

of €2 million was set aside for optimisations. That amount<br />

was built up in <strong>2011</strong> and previous years.<br />

<strong>Aquafin</strong> established some new structures in <strong>2011</strong>, with<br />

an eye to the future financing needs. Existing strategies were<br />

also optimised. During <strong>2011</strong>, an additional €195 million in loans<br />

were hedged. That allows <strong>Aquafin</strong> to stay within the 35%<br />

to 50% range.


n<br />

Application of Hedge accounting<br />

The variation in the value of the <strong>financial</strong> instruments to<br />

cover the interest risk can be compensated through hedge<br />

accounting in the realised and unrealised results, if they<br />

satisfy specific conditions. In the other event, the impact is<br />

accounted for in the profit and loss account.<br />

A distinction is made between two hedge categories.<br />

1. Fair value hedge as a hedge of a change in the fair value<br />

of a <strong>financial</strong> asset or liability. <strong>Aquafin</strong> has <strong>financial</strong><br />

instruments based on existing loans with fixed interest<br />

rates that are classified as fair value hedges.<br />

2. Cash flow hedge as a hedge of the variability in cash flows<br />

that are either attributable to a particular risk of a<br />

recognised <strong>financial</strong> asset or liability or a very probable<br />

expected future transaction. <strong>Aquafin</strong> has <strong>financial</strong><br />

instruments on existing loans with variable interest rates<br />

that are classified as cash flow hedges as well as those on<br />

future loans with a high degree of probability with respect<br />

to predicted financing requirements.<br />

Within those two hedge categories, the structures can<br />

'qualify' for hedge accounting if they satisfy the condition<br />

that the underlying loan, in the event of an existing loan,<br />

is a perfect match with the structure or, in the event of a<br />

future loan, the budgeted loan will be taken up with certainty<br />

in accordance with the established structure. If one of the<br />

conditions is uncertain, <strong>Aquafin</strong> has opted not to qualify<br />

the structure.<br />

The following table shows a division of the structures by<br />

hedge category, qualification, outstanding amount (of the<br />

underlying loan or the future scheduled loan) and their<br />

market value. The market value of the structures is calculated<br />

as the discounted value of the estimated future cash flows<br />

and reflects the sales value at the moment of the applicable<br />

market interest rate (31/12/<strong>2011</strong> and 31/12/2010). The figures<br />

are shown in '000 EUR.<br />

The decline in the total market value of the <strong>financial</strong><br />

instruments is due to the declining interest rate. Setting up<br />

the structure is done at implementation at zero cost.<br />

The use of options such as fixed interest floors have a valuereducing<br />

effect in the event of declining interest rates.<br />

On the other hand, there is also the fact that the hedging<br />

portfolio is still being expanded due to the implementation<br />

of the interest policy.<br />

At 31 December <strong>2011</strong>, <strong>Aquafin</strong> had established dynamic<br />

interest management for 37 structures. Three of those do not<br />

qualify for hedge accounting. The impact is therefore shown<br />

completely in the results. Of the 34 qualifying structures,<br />

four are assigned as fair value hedges. Those structures<br />

were set up for an existing loan with a fixed interest rate<br />

and then made variable. A fair value adjustment is applied to<br />

the nominal value of the underlying loan of those structures.<br />

The remaining structures all qualify for cash flow hedging.<br />

Every hedging transaction is fully documented when it is<br />

entered into. That includes the identification of the underlying<br />

position, the objectives of the interest rate policy, the nature of<br />

the hedged position and of the <strong>financial</strong> instruments.<br />

Outstanding amount Market value Market value<br />

Hedge category Qualifying Number 31/12/<strong>2011</strong> 31/12/<strong>2011</strong> 31/12/2010<br />

(in €000)<br />

Fair value hedge No 2 113,333 308 507<br />

Fair value hedge Yes 4 134,167 1,740 -28<br />

Cash flow hedge No 1 100,000 -16,592 -7,651<br />

Cash flow hedge Yes 30 772,500 -120,724 -37,400<br />

TOTAL STRUCTURES 37 1,120,000 -135,267 -44,571<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

57


58<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

Within IFRS, the valuation of <strong>financial</strong> instruments to cover<br />

the interest risk is categorised in three levels: 1) market prices,<br />

2) valuations derived from market prices (observable input)<br />

and 3) valuation models without observable input. <strong>Aquafin</strong>'s<br />

structures are categorised as level 2, as prescribed in IFRS.<br />

The market value of <strong>financial</strong> instruments consists of<br />

different components, such as the intrinsic value (value of the<br />

instrument as such), the time value (the value between time<br />

and expiry date) and coupons (interest still to be settled).<br />

The following table shows the market value of the<br />

structures with an indication of which structures run<br />

completely via the results account and which are partly shown<br />

in the realised and unrealised results. For the cash flow<br />

hedges, the intrinsic value goes via the realised and unrealised<br />

results but the time value goes to the results account.<br />

(in €000) <strong>2011</strong> 2010<br />

FINANCIAL INSTRUMENTS TO HEDGE THE INTEREST RISK AT MARKET VALUE,<br />

WITH THE VARIATION IN VALUE BEING PROCESSED VIA THE RESULTS ACCOUNT<br />

Fair value hedge - unqualified 308 507<br />

Fair value hedge - qualified 1,740 -27<br />

Cash flow hedge - unqualified -16,592 -7,651<br />

FINANCIAL INSTRUMENTS TO HEDGE THE INTEREST RISK AT MARKET VALUE,<br />

WITH THE VARIATION IN VALUE BEING PARTLY PROCESSED VIA THE REALISED<br />

AND UNREALISED RESULTS<br />

Cash flow hedge - qualified -120,724 -37,399<br />

TOTAL -135,267 -44,571<br />

The fair value hedges that do not qualify are shown<br />

completely in the results. That also applies for the cash flow<br />

hedge, which <strong>Aquafin</strong> has decided not to qualify. The fair value<br />

hedges that do qualify are settled in the results and, at the<br />

same time, the nominal value of their underlying loans are<br />

also adjusted.<br />

The following table shows the impact on the results<br />

account on the one hand and the part that is absorbed via<br />

the realised and unrealised results on the other hand.<br />

(in €000) <strong>2011</strong> 2010<br />

RESULTS ACCOUNT -10,985 -4,276<br />

Impact of all of the structures -12,516 -2,798<br />

Impact of the coupon -434 -1,515<br />

Adjustment of the hedge structure of the qualifying fair value hedges 1,964 36<br />

REALISED AND UNREALISED RESULTS -79,711 -20,302<br />

Impact of qualified cash flow hedges -79,711 -20,302<br />

VARIATION OF MARKET VALUE -90,695 -24,579


The impact on the results account of all of the structures<br />

over the period 1 January <strong>2011</strong> – 31 December <strong>2011</strong> amounts<br />

to -€12,515,674. For the qualifying fair value hedges, an<br />

adjustment to the nominal value of the underlying loans is<br />

made. In that way, there is a compensation in the results of the<br />

structure on the one hand and the underlying loan on the<br />

other hand. For <strong>2011</strong>, a decline in value of the underlying loan<br />

in the amount of €1,964,524 occurred to compensate for an<br />

increase in value of the structure in the same amount.<br />

That leads to an offset on the plus and the minus side of<br />

the result. In addition, there is the impact of the variation in<br />

the coupon.<br />

The impact on equity via the realised and unrealised<br />

results over the period 1 January <strong>2011</strong> – 31 December <strong>2011</strong><br />

is -€79,711,154.<br />

n<br />

Interest risk<br />

In general, we can state that a change in the interest rate<br />

has no impact on <strong>Aquafin</strong>'s results. The provisions of the<br />

management agreement with the Flemish Region that cover<br />

the compensation stipulate that all reasonable costs will be<br />

compensated. Interest payments, just like all other <strong>financial</strong><br />

costs, are reasonable costs.<br />

<strong>Aquafin</strong> has significant interest burdens and with the<br />

active management of the interest risk, the company wants to<br />

optimise the costs of financing. Under the active interest<br />

management, the risks are fully covered and there is always an<br />

underlying loan that matches the hedging structure.<br />

The interest risk for <strong>Aquafin</strong> is primarily with respect to<br />

financing requirements over the medium to long term.<br />

The interest policy stipulates that 50% of those budgeted<br />

financing requirements can be hedged five years in advance.<br />

n<br />

Sensitivity analysis<br />

A large part of <strong>Aquafin</strong>´s <strong>financial</strong> liabilities are fixedinterest<br />

long-term loans that interest rate fluctuations have<br />

no impact on. Since the implementation of the interest policy,<br />

that has changed and there are, on the one hand, several loans<br />

with fixed interest rates have been made variable and, on the<br />

other hand, several long-term loans have been taken out (or<br />

will be) with variable interest. For the swap transactions<br />

where variable interest rates are exchanged for fixed interest,<br />

the impact of an interest fluctuation is zero due to the<br />

complete neutralisation. In addition, there are several<br />

transactions with options (caps, floors) where a change in<br />

the interest rate – within a particular tunnel/collar – would<br />

have an impact on the interest payments.<br />

The following table illustrates the distribution of fixed<br />

versus variable interest as they applied when the loans were<br />

taken out (without taking a structure into account). Until <strong>2011</strong>,<br />

each loan with variable interest was fully hedged with a<br />

structure (cap). A loan with variable interest and no hedge is<br />

permitted under the new interest policy (10% rule).<br />

(in €000) <strong>2011</strong> 2010<br />

DISTRIBUTION OF FIXED/VARIABLE INTEREST RATES EXPRESSED IN NOMINAL VALUE<br />

Fixed interest rate 1,456,536 1,207,060<br />

Variable interest rate 267,500 148,333<br />

TOTAL 1,724,036 1,355,393<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

59


60<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

A sensitivity analysis uses forward rates to estimate the<br />

impact of a shift in the interest. Forward rates are the<br />

estimated future interest rates in the assumption that all<br />

other variables in the market will be kept constant. On that<br />

basis, the impact of an interest decline or increase is<br />

translated into an interest cost or interest receipts. The table<br />

below illustrates the impact.<br />

Net result<br />

(in €000) impact at 31/12/12<br />

Impact at 31/12/2012 -0,50% -717<br />

Impact at 31/12/2012 -0,25% 322<br />

Impact at 31/12/2012 0,00% 1,192<br />

Impact at 31/12/2012 0,25% 1,660<br />

Impact at 31/12/2012 0,50% 1,149<br />

Impact at 31/12/2012 1,00% 3,200<br />

The interest burdens are calculated on the basis of the<br />

forward rates as set at 30 December <strong>2011</strong>. The interest burdens<br />

at 31 December 2012, for example, are estimated on the basis<br />

of the estimated long-term interest in accordance with the<br />

underlying loans. On the basis of those forward rates – with all<br />

of the variables kept constant – the net effect at 31 December<br />

2012 is plus €1,192 thousand. The theoretical approach<br />

whereby a shift of the interest is simulated ranges from<br />

-50bp to +100bp. An interest rate increase and small interest<br />

rate decrease results in a positive impact and an interest rate<br />

decrease of 50 bp results in a negative impact.<br />

The assumed movement as expressed in basic points for<br />

the sensitivity analysis of the interest is based on market<br />

conditions that are clearly more volatile than they have been<br />

in recent years. An increase in the interest rate results in more<br />

savings in comparison with interest rate declines.<br />

n<br />

Liquidity risk<br />

Sources of long-term financing are diversified via the issue<br />

of private and public bond issue. In addition, there is a also<br />

a commercial paper programme, a revolving credit facility<br />

and there are credit and back-up lines at various banks.<br />

n<br />

Financial risks<br />

<strong>Aquafin</strong> has loans and must be able to repay them.<br />

The short-term loans are used primarily to fund the work in<br />

progress before delivery. Long-term financing is based on the<br />

allocation agreement. It defines that the balance of the longterm<br />

credits must be smaller than the claims that <strong>Aquafin</strong> has<br />

on the drinking water companies, respectively the Flemish<br />

Region. These claims consist of the investment projects that<br />

have not been paid, but that have already been delivered.<br />

The covenants with the credit institutions have been<br />

satisfied.<br />

A breakdown of the <strong>financial</strong> instruments by year of<br />

settlement is shown below.<br />

Expiry year Expiry year Expiry year<br />

(in €000) 2012 2013-2016 ≥ 2017 Total<br />

DISTRIBUTION BY SETTLEMENT YEAR (AT NOMINAL VALUE)<br />

Outstanding debt 24,333 219,833 875,833 1,120,000<br />

EXPLANATION 5.10 OTHER PROVISIONS AT 31 DECEMBER <strong>2011</strong><br />

The provisions provided at 31 December <strong>2011</strong> relate to<br />

legal disputes, insurance dossiers, disputes in the context of<br />

the execution of the management agreement and processing<br />

of the sludge buffered in the plants.<br />

From <strong>financial</strong> year <strong>2011</strong>, the (net) provisions to be created<br />

are broken down into gross liabilities and receipts from<br />

third parties. The retroactive split of the net provisions at<br />

31 December 2010 and on the situation of the opening balance<br />

would have been too expensive, which would not have been<br />

proportional to the improved quality of the information.<br />

(in €000) 31/12/<strong>2011</strong> 31/12/2010 01/01/2010<br />

Gross liabilities 7,064 2,139 2,173<br />

Intervention of third parties -5,321 - -<br />

Net provisions 1,743 2,139 2,173


Evolution of the provisions by type:<br />

Disputes<br />

Legal Insurance Management Sludge<br />

(in €000) Arrears disputes dossiers Agreement buffers Total<br />

PROVISIONS AT 31/12/2010 16 1,597 152 122 252 2,139<br />

Additions 27 4,997 912 40 61 6,037<br />

Clawbacks of unused amounts -20 -897 -45 -150 -1,112<br />

Draws 0<br />

PROVISIONS AT 12/31/11 23 5,697 1,019 162 163 7,064<br />

Short-term at 31/12/<strong>2011</strong> 9 163 172<br />

Long-term at 31/12/<strong>2011</strong> 14 5,697 1,019 162 6,892<br />

Disputes<br />

Legal Insurance Management Sludge<br />

(in €000) Arrears disputes dossiers Agreement buffers Total<br />

PROVISIONS AT 1/1/10 32 1,428 107 122 484 2,173<br />

Additions 432 45 164 641<br />

Clawbacks of unused amounts -16 -141 -396 -553<br />

Draws -122 -122<br />

PROVISIONS AT 31/12/2010 16 1,597 152 122 252 2,139<br />

Short-term at 12/31/10 3 252 255<br />

Long-term at 12/31/10 13 1,597 152 122 1,884<br />

The provisions for processing the sludge that is buffered in<br />

the plants can be charged to the drinking water<br />

companies/the Flemish Region immediately because they fall<br />

under 'reasonable costs' as provided for in the management<br />

agreement with the Flemish Region.<br />

The other posts with respect to provisions cannot be<br />

charged to the drinking water companies/the Flemish Region<br />

– or only over the long term – and accompanied by clear<br />

<strong>statement</strong> of why those costs should be considered<br />

reasonable.<br />

n<br />

Provisions for lateness<br />

For delays in the delivery of investment projects, in<br />

comparison with the agreed delivery dates, the group legally<br />

owes compensation for damages. Provisions were made to<br />

cover any such delays that could have been foreseen at<br />

31 December <strong>2011</strong>. The provision for lateness amounts to<br />

€22,745 for five projects.<br />

n<br />

Provisions for insurance dossiers<br />

At 31 December <strong>2011</strong>, the provision amounted to<br />

€1,018,508 for four insurance dossiers.<br />

n<br />

Provisions for various disputes in the context of the<br />

management agreement<br />

All of the remaining risks related to the management<br />

agreement fall under this provision, especially with respect<br />

to the possible infringements of the management agreement<br />

or the risk of unreasonableness and thus no repayment of<br />

specific costs.<br />

n<br />

Provision for sludge buffers<br />

Every year, a provision is made for the processing costs for<br />

the sludge in the buffers. The processing cost for the buffered<br />

sludge falls under 'reasonable costs' as provided for in the<br />

management agreement with the Flemish Region.<br />

n<br />

Provisions for legal disputes<br />

With respect to legal disputes, a provision was made in the<br />

amount of a reasonable estimate of the penalty in the event<br />

that it was considered likely that the group would lose the<br />

dispute. At 31 December <strong>2011</strong>, the provision for legal disputes<br />

amounted to €5,697,771 for 138 disputes.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

61


62<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

EXPLANATION 5.11 PENSION LIABILITIES<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

PENSION LIABILITIES<br />

Provision for defined benefit plans 5,926 5,894 5,773<br />

Provision for early-retirement pensions 901 1,013 815<br />

TOTAL 6,827 6,907 6,589<br />

A distinction is made in the pension liabilities between:<br />

1. Provisions for defined benefit plans<br />

2. Provisions for early-retirement pensions<br />

1. Provisions for defined benefit plans<br />

There are two types of pension schemes within the group:<br />

defined benefit plans and defined contribution plans.<br />

• Liabilities with respect to defined contribution plans are<br />

applied against the profit and loss account immediately.<br />

The periodic premium payment is registered as a period<br />

cost.<br />

• The debt or possible receivable from the defined benefit<br />

plans is shown in the balance <strong>statement</strong>. In such<br />

schemes, the amount in the balance <strong>statement</strong> (the net<br />

liability) matches the cash value of the gross liability,<br />

reduced by the fair value of the fund investments<br />

and adjusted for not-taken pension costs for past<br />

employment. To be able to estimate future liabilities<br />

accurately, a specific actuarial calculation, the projected<br />

unit credit method, will be used.<br />

The provision resulting from that calculation amounted to<br />

€5,773 k on 1 January 2010; €5,894 k on 31 December 2010 and<br />

€5,926 k on 31 December <strong>2011</strong>.<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

PROVISION FOR DEFINED BENEFIT PLANS<br />

Current value of the liability 21,818 19,998 17,961<br />

Fair value of the plan assets 15,892 14,103 12,188<br />

DEFINED BENEFIT PLANS 5,926 5,894 5,773<br />

The actuarial calculation takes the following assumptions<br />

into account:<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

ASSUMPTIONS<br />

Salary increase 3.5% per year until age 55 3.5% per year until age 55 3.5% per year until age 55<br />

2% per year thereafter 2% per year thereafter 2% per year thereafter<br />

reported % include inflation reported % include inflation reported % include inflation<br />

Inflation 2% per year 2% per year 2% per year<br />

This % applied to calculate This % applied to calculate This % applied to calculate<br />

the ceiling of the social security the ceiling of the social security the ceiling of the social security<br />

Discount rate 5.15% per year 5.15% per year 5.15% per year<br />

Retirement age 65 years for everyone 65 years for everyone 65 years for everyone<br />

Life expectancy MR (Belgian mortality tables men) MR (Belgian mortality tables men) MR (Belgian mortality tables men)<br />

FR (Belgian mortality tables women) FR (Belgian mortality tables women) FR (Belgian mortality tables women)


The changes in the cash value of the defined benefit plans<br />

are as follows:<br />

The changes in the fair value of the fund investments are<br />

as follows:<br />

(in €000)<br />

DEFINED BENEFIT OBLIGATION 01/01/2010 17,961<br />

Service cost 1,228<br />

Interest cost 917<br />

Plan Participants' Contributions 251<br />

Premiums paid<br />

Expenses paid<br />

Benefits paid -337<br />

Actuarial gains/losses -23<br />

DEFINED BENEFIT OBLIGATION 31/12/2010 19,998<br />

Service cost 1,272<br />

Interest cost 1,025<br />

Plan Participants' Contributions 262<br />

Premiums paid<br />

Expenses paid<br />

Benefits paid -525<br />

Actuarial gains/losses -213<br />

DEFINED BENEFIT OBLIGATION 31/12/<strong>2011</strong> 21,818<br />

(in €000)<br />

FAIR VALUE OF PLAN ASSETS 01/01/2010 12,188<br />

Expected return on plan assets 574<br />

Expected employer contribution 1,182<br />

Plan Participants' Contributions 251<br />

Premiums paid<br />

Expenses paid<br />

Benefits paid -337<br />

Actuarial gains/losses 245<br />

FAIR VALUE OF PLAN ASSETS 31/12/2010 14,103<br />

Expected return on plan assets 665<br />

Expected employer contribution 1,282<br />

Plan Participants' Contributions 262<br />

Premiums paid<br />

Expenses paid<br />

Benefits paid -525<br />

Actuarial gains/losses 105<br />

FAIR VALUE OF PLAN ASSETS 31/12/<strong>2011</strong> 15,892<br />

The cost shown in the results account with respect to<br />

the defined benefit plans comprises the following elements.<br />

(in €000) <strong>2011</strong> 2010<br />

CHANGES IN DEFINED BENEFIT OBLIGATION (1) 2,034 2,059<br />

Service cost 1,272 1,228<br />

Interest cost 1,025 917<br />

Plan Participants' contributions 262 251<br />

Benefits paid -525 -337<br />

CHANGE IN PLAN ASSETS (2) 1,684 1,670<br />

Return on plan assets 665 574<br />

Employer contribution 1,282 1,182<br />

Plan Participant's contributions 262 251<br />

Benefits paid -525 -337<br />

BENEFIT EXPENSE (1-2) 350 389<br />

The fair value of the fund investments at 31 December 2010<br />

and at 31 December <strong>2011</strong> consists for 100% of branch 21 products<br />

with guaranteed returns.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

63


64<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

Sensitivity analysis<br />

DR 5.15% 6.15% 4.15%<br />

+ 1.00% - 1.00%<br />

(in €000) Baseline Discount Rate Discount Rate<br />

SENSITIVITY ANALYSIS<br />

Gross Service Cost at 1/1/2012 (no interest) 1,481 1,238 1,785<br />

Benefit Expense for 2012 1,666 1,436 1,921<br />

Defined Benefit Obligation (DBO) as of 1/1/2012 21,818 18,483 25,942<br />

With respect to pension plans of the defined contribution<br />

plan, €468 k in premiums in <strong>2011</strong> were shown in the results.<br />

2. Provisions for early-retirement pensions<br />

Early retirement schemes are also treated as defined benefit<br />

plans.<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

EARLY RETIREMENT LIABILITIES<br />

Defined benefit obligation 901 1,013 815<br />

Assets 0 0 0<br />

UNFUNDED DEFINED BENEFIT OBLIGATION 901 1,013 815<br />

The group makes a provision that is calculated in accordance<br />

with the project unit credit method. The early-retirement<br />

pension liability amounted to €815 k at 1 January 2010,<br />

€1,013 k at 1 January <strong>2011</strong> and €901 k at 1 January 2012.<br />

The following assumptions were used in the calculation:<br />

(in €000) <strong>2011</strong> 2010 At 1 January 2010<br />

ASSUMPTIONS<br />

Salary increase 3.5% per year until age 55 3.5% per year until age 55 3.5% per year until age 55<br />

2% per year thereafter 2% per year thereafter 2% per year thereafter<br />

reported % include inflation reported % include inflation reported % include inflation<br />

Inflation 2% per year 2% per year 2% per year<br />

This % applied to calculate This % applied to calculate This % applied to calculate<br />

the ceiling of the social security the ceiling of the social security the ceiling of the social security<br />

Discount rate 5.15% per year 5.15% per year 5.15% per year<br />

Early retirement age Until 31/12/2014: 1st day of 1st day of the month after 1st day of the month after<br />

the month after the 58th birthday the 58th birthday the 58th birthday<br />

From 1/1/15: 1st day of the month<br />

after the 60th birthday<br />

Probability of taking Age < 50 years: 0% Age < 50 years: 0% Age < 50 years: 0%<br />

early retirement Age ≥ 50 years: 20% Age ≥ 50 years: 20% Age ≥ 50 years: 20%<br />

Life expectancy MR (Belgian mortality tables men) MR (Belgian mortality tables men) MR (Belgian mortality tables men)<br />

FR (Belgian mortality tables women) FR (Belgian mortality tables women) FR (Belgian mortality tables women)


The early-retirement pension liability amounted to €815 k<br />

at 1 January 2010, €1,013 k at 1 January <strong>2011</strong> and €901 k at<br />

1 January 2012. There were no assets to offset that.<br />

Changes to the cash value of the defined benefit liability<br />

for early-retirement pension:<br />

(in €000)<br />

DEFINED BENEFIT OBLIGATION<br />

Service cost 66<br />

Interest cost 41<br />

Benefits paid -6<br />

Actuarial gains/losses 96<br />

DEFINED BENEFIT OBLIGATION 31/12/2010 1,013<br />

Service cost 93<br />

Interest cost 51<br />

Benefits paid -11<br />

Actuarial gains/losses -246<br />

DEFINED BENEFIT OBLIGATION 31/12/<strong>2011</strong> 901<br />

Sensibility analysis<br />

DR 5.15% 6.15% 4.15%<br />

+ 1.00% - 1.00%<br />

(in €000) Baseline Discount Rate Discount Rate<br />

SENSITIVITY ANALYSIS<br />

Gross Service Cost at 1/1/2012 (no interest) 1,480,865 1,238,068 1,785,079<br />

Benefit Expense for 2012 1,666,083 1,436,252 1,921,064<br />

Defined Benefit Obligation (DBO) as of 1/1/2012 21,818,492 18,483,599 25,942,224<br />

EXPLANATION 5.12 TO THE BALANCE ITEM 'COMMERCIAL DEBTS AND OTHER PAYABLES'<br />

The commercial debts and other payables amounted to<br />

€83,115 k at 31 December <strong>2011</strong>. With respect to the balance at<br />

31 December 2010, that represented an increase of €3,668 k.<br />

(in €000) Explanation <strong>2011</strong> 2010 At 1 January 2010<br />

Commercial debts and other payables 5.12 83,115 79,447 69,559<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

65


66<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

A distinction is made within the commercial debts and<br />

other payables between: suppliers, debts with respect to<br />

payroll and social premiums, advances received and pledges<br />

received. At 31 December <strong>2011</strong>, the number of days of supplier<br />

credit - calculated as: outstanding commercial debts of no<br />

more than one year/purchases including VAT * 365 - 55 days.<br />

In 2010, that was 61 days. The purchases consist of: the<br />

investments in projects during the <strong>financial</strong> year, the change<br />

to the fixed assets under construction, the purchase of trading<br />

goods, raw materials and additives, and the services and<br />

miscellaneous goods.<br />

(in €000) 31/12/<strong>2011</strong> 31/12/2010 01/01/2010<br />

Suppliers 75,695 72,113 62,656<br />

Debts related to salaries and social premiums 7,250 7,211 6,568<br />

Advances received 155 110 290<br />

Securities received 15 14 44<br />

TOTAL 83,115 79,447 69,559<br />

EXPLANATION 5.13 TO THE 'OTHER SHORT-TERM FINANCIAL LIABILITIES' POST<br />

The other <strong>financial</strong> liquid assets amounted to €15,086 k at<br />

31 December <strong>2011</strong>. With respect to the balance at 31 December<br />

2010, that represented an increase of €2,030 k.<br />

(in €000) Explanation <strong>2011</strong> 2010 At 1 January 2010<br />

Other short-term <strong>financial</strong> liabilities 5.13 15,086 13,056 13,768<br />

This concerns a deferred account of the liabilities, primarily<br />

interest owed.<br />

EXPLANATION 5.14 TO THE 'TAXES PAYABLE' ITEM<br />

The outstanding liability at 31 December <strong>2011</strong> primarily<br />

concerned income taxes due (€1,213 k) and property taxes<br />

(€436 k).<br />

(in €000) Explanation <strong>2011</strong> 2010 At 1 January 2010<br />

Taxes payable 5.14 1,770 1,701 121


Explanation to the consolidated profit and loss account<br />

EXPLANATION 6.0 SERVICES RENDERED<br />

(in €000) <strong>2011</strong> 2010<br />

Activities under the Management Agreement -232,989 -214,215<br />

Activities outside the Management Agreement -64,456 -33,741<br />

TOTAL -297,445 -247,956<br />

Of that amount, €232,989 k relates to activities under the<br />

management agreement, compared with €214,215 k in 2010.<br />

For the activities outside the scope of the management<br />

agreement, revenues of €64,456 k were achieved, versus<br />

€33,741 k in 2010.<br />

In the context of the management agreement, <strong>Aquafin</strong><br />

collects the wastewater from the Flemish households in main<br />

sewers and transports it to treatment plants. For that purpose,<br />

<strong>Aquafin</strong> first developed the necessary infrastructure:<br />

collectors for wastewater, pumping stations and wastewater<br />

treatment plants. <strong>Aquafin</strong> prefinances the projects awarded<br />

and the drinking water companies repay the investments.<br />

From projects delivered from 1 January 2009, the repayment<br />

term is 15 years for the electromechanical works and 30 years<br />

for the construction works.<br />

For assets that were acquired from the Vlaamse Milieu -<br />

maatschappij (Flemish Environmental Agency), the repayment<br />

term is 20 years.<br />

<strong>Aquafin</strong> is also responsible for the maintenance and<br />

operation of the supramunicipal sewerage and the<br />

wastewater treatment plants. The treated wastewater must<br />

comply with Flemish and European standards.<br />

Outside the management agreement, <strong>Aquafin</strong> has also<br />

developed a specific offering for cities and municipalities.<br />

Several cities and municipalities have outsourced the<br />

construction and maintenance of their sewers completely to<br />

<strong>Aquafin</strong>. Several companies also have their wastewater<br />

treated by <strong>Aquafin</strong>.<br />

EXPLANATION 6.1 OTHER INCOME<br />

(in €000) Explanation <strong>2011</strong> 2010<br />

Other company income 6.1 15,804 6,803<br />

The other income amounted to €15,804 k in <strong>2011</strong> and<br />

€6,803 k in 2010.<br />

This primarily concerns recovery of costs that cannot be<br />

assigned to normal income.<br />

The increase in this items relates primarily to the changes<br />

in market value vis-à-vis the fair value hedge (qualified and<br />

unqualified) and unqualified cash flow hedges. Based on the<br />

concession agreement with the Flemish Region, this change<br />

in market value is compensated for in the IFRIC 12 claim.<br />

Changes in market value of qualified cash flow hedges do not<br />

go via the other income item, but via the overview of the<br />

unrealised results (in plus and minus).<br />

Other items here are: invoicing to third parties of the costs<br />

of incidents, invoicing of public utilities if third parties use<br />

the public utilities of the group, invoicing of costs incurred for<br />

treating wastewater originating outside the working area of<br />

the group (e.g. wastewater from northern France), invoicing of<br />

extra sludge costs if the usual sludge-processing company is<br />

unable to process the agreement volumes, income from green<br />

electricity certificates, recoveries related to the company<br />

vehicles and special assignments.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

67


68<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

EXPLANATION 6.2 RAW MATERIALS AND ADDITIVES, SERVICES AND MISCELLANEOUS GOODS<br />

(in €000) Explanation <strong>2011</strong> 2010<br />

Raw materials and additives, services and miscellaneous goods 6.2 -163,426 -125,755<br />

The costs for raw materials and additives amounted to<br />

€163,426 k in <strong>2011</strong> and €125,755 k in 2010. The primary cost<br />

components include: consumption of natural gas and<br />

electricity, removal and dumping costs for sand and sludge,<br />

maintenance costs, consumption of chemicals, vacuuming,<br />

spraying and cleaning and operating costs charged by the<br />

Brussels Region for treating wastewater originating from<br />

the Flemish Region, study bureau costs, external personnel<br />

and vehicle costs, costs for study bureau and construction in<br />

the context of commercial activities.<br />

The increase in the costs of this item are primarily due to<br />

the growth of the commercial activities.<br />

In this item, €525 k and €531 k in research costs were posted<br />

immediately against the results in 2010 and <strong>2011</strong>, respectively.<br />

The immediately usable research that <strong>Aquafin</strong> conducts<br />

concentrates on cost-control, guaranteeing the effluent<br />

standards and introducing the best available technologies.<br />

The strategic research is grouped around the theme areas of<br />

climate change, integrated water management and asset<br />

management of the (sewer) infrastructure.<br />

EXPLANATION 6.3 PERSONNEL COSTS<br />

(in €000) Explanation <strong>2011</strong> 2010<br />

Personnel costs 6.3 -59,187 -55,982<br />

(in €000) <strong>2011</strong> 2010<br />

DETAIL OF PERSONNEL COSTS<br />

Salaries and direct social benefits 42,552 39,840<br />

Employer contributions for social insurances 11,597 11,339<br />

Employer's premiums for extra-legal insurances 2,711 2,446<br />

Other personnel costs 2,216 2,271<br />

Pensions 110 86<br />

TOTAL 59,187 55,982<br />

The personnel costs amounted to €59,187 k in <strong>2011</strong> and<br />

€55,982 k in 2010. The personnel costs include: remuneration<br />

and direct social benefits, employer contributions for social<br />

insurances, employer premiums for extra-legal insurances,<br />

other personnel costs and early-retirement payments.<br />

During <strong>financial</strong> year <strong>2011</strong>, an average of 845.8 FTEs were<br />

employed; 715.4 were full-time and 172.2 were part-time.<br />

A total of 1,384,725 hours were worked.<br />

During <strong>financial</strong> year 2010, an average of 827.3 FTEs were<br />

employed; 698.5 were full-time and 169.8 were part-time.<br />

A total of 1,374,124 hours were worked.<br />

On closing date of the <strong>financial</strong> year <strong>2011</strong>, the group had<br />

725 full-time employees and 167 part-time employees for a<br />

total of 851.8 FTEs; at 31 December 2010, the group had<br />

704 full-time employees and 178 part-time employees, for a<br />

total of 837.9 FTEs. All of the members of personnel have<br />

a white-collar contract.


EXPLANATION 6.4 WRITE-OFFS, AMORTISATIONS AND SPECIAL DEVALUATIONS<br />

(in €000) Explanation <strong>2011</strong> 2010<br />

Write-offs, amortisations and special devaluations 6.4 -344 -212<br />

Inasmuch as the group does not recognise any tangible<br />

fixed assets on the balance <strong>statement</strong>, that item applies<br />

solely to amortisations and devaluations. More specifically,<br />

it concerns changes to provisions, defined pension schemes<br />

and early-retirement pensions and changes in devaluations<br />

and losses on receivables.<br />

EXPLANATION 6.5 OTHER CHARGES<br />

(in €000) Explanation <strong>2011</strong> 2010<br />

Other charges 6.5 -4,074 -3,394<br />

The other charges amounted to €4,074 k in <strong>2011</strong> and<br />

€3,394 k in 2010. They related primarily to business taxes:<br />

non-deductible VAT, property tax, regional taxes and other<br />

fiscal costs. Primarily the property tax was higher in<br />

comparison with 2010.<br />

EXPLANATION 6.6 COSTS OF FINANCING<br />

(in €000) Explanation <strong>2011</strong> 2010<br />

Costs of financing 6.6 -79,323 -62,302<br />

(in €000) <strong>2011</strong> 2010<br />

Interest on credits and other financing costs 66,632 59,307<br />

Financing costs related to <strong>financial</strong> lease agreements 175 197<br />

Changes to market value of hedge structures to P&L 12,516 2,798<br />

TOTAL FINANCING COSTS 79,323 62,302<br />

The financing burdens relate primarily to the costs for<br />

interest-bearing loans, long and short term, and changes in<br />

the market value of the hedging structures (see, also,<br />

explanations 5.8 and 5.13).<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

69


70<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

EXPLANATION 6.7 FINANCING INCOME<br />

(in €000) Explanation <strong>2011</strong> 2010<br />

Financing income 6.7 2,237 846<br />

The financing income amounted to €2,237 k in <strong>2011</strong> and<br />

€846 k in 2010.<br />

This primarily concerns the income from interest<br />

management, interest from investments and arrears interest<br />

received. A strong increase was shown in the income from<br />

interest management.<br />

EXPLANATION 6.8 INCOME TAX<br />

Current tax receivables and liabilities for the current and<br />

previous periods are valued at the amount that is expected<br />

to be received from or paid to the tax authorities in Belgium<br />

or elsewhere.<br />

In view of the specific provisions of the management<br />

agreement, the group does not have any temporary<br />

differences in assets or liabilities that could give cause to<br />

establish a deferred tax debt or receivable.<br />

Article 43.1 of the same management agreement states<br />

that all of the reasonable costs incurred by <strong>Aquafin</strong> are to<br />

be paid by the Flemish Region – via the drinking water<br />

companies – including all levies and taxes owed by <strong>Aquafin</strong><br />

for the implementation of this agreement.<br />

(in €000) <strong>2011</strong> 2010<br />

CONSOLIDATED PROFIT AND LOSS ACCOUNT<br />

Current taxes 1,980 1,150<br />

Changes to taxes from previous years -240<br />

Taxes on profit as per consolidated profit and loss <strong>statement</strong> 1,980 910<br />

Relationship between actual tax burden and theoretical tax burden:<br />

Profit before taxes from ongoing business activities 9,132 7,960<br />

Unrealised results 0 0<br />

Projects in progress on behalf of third parties: % of completion 1,552 -369<br />

Charge-through of taxes in the context of the concession agreement 876 397<br />

PROFIT BEFORE TAXES 11,560 7,987<br />

At the legal rate applicable in Belgium (34%) 3,929 2,715<br />

Adjustments to taxes on profit from previous years -240<br />

Non-deductible costs 673 586<br />

Deduction for risk capital -2,512 -2,151<br />

Investment deduction -110<br />

At the effective applicable rate 1,980 910<br />

TAXES ON PROFIT AS PER CONSOLIDATED PROFIT AND LOSS STATEMENT 1,980 910


The conversion to IFRS has a temporarily impact on the<br />

results of the projects on behalf of third parties (commercial<br />

projects in progress). Up until 2010, those ‘commercial’<br />

projects were still being processed under BE GAAP in<br />

accordance with the completed contract method. As from<br />

<strong>2011</strong>, the percentage of completion method is also applied<br />

under BE GAAP. As the corporation tax is calculated based on<br />

accounting in accordance with BE GAAP, there is also<br />

temporary difference in tax base.<br />

As from fiscal year 2012, there will be no longer difference<br />

in results of these projects under BE GAAP and IFRS.<br />

In the context of the concession agreement with the<br />

Flemish Region, €876 k and €397 k, respectively, was charged<br />

to the drinking water companies/the Flemish Region in <strong>2011</strong><br />

and 2010.<br />

(in €000)<br />

'COMMERCIAL’ RESULT BE GAAP<br />

Opening balance sheet<br />

2010<br />

<strong>2011</strong> 1,552<br />

TOTAL 1,552<br />

'COMMERCIAL' RESULT IFRS<br />

Opening balance sheet 1,183<br />

2010 369<br />

<strong>2011</strong><br />

TOTAL 1,552<br />

EXPLANATION 6.9 RESULT PER SHARE<br />

(in €000) Explanation <strong>2011</strong> 2010<br />

Profit before taxes from ongoing business activities 9,132 7,960<br />

NET PROFIT 8,028 7,447<br />

To be allocated to:<br />

Owners of equity instruments of the parent company 8,028 7,447<br />

RESULT PER SHARE (€)<br />

Ordinary profit per share, to be allocated to holders of ordinary shares<br />

of the parent company 6.9 9.91 9.31<br />

Diluted profit per share, to be allocated to holders of ordinary shares<br />

of the parent company 6.9 9.91 9.31<br />

PROFIT PER SHARE FROM ONGOING BUSINESS ACTIVITIES (€)<br />

Ordinary profit per share from ongoing business activities, to be allocated<br />

to holders of ordinary shares of the parent company 6.9 9.91 9.31<br />

Diluted profit per share from ongoing business activities, to be allocated<br />

to holders of ordinary shares of the parent company 6.9 9.91 9.31<br />

All of the shares of the group are in the hands of the Vlaamse<br />

Milieuholding (Flemish Environmental Holding Company).<br />

On 2 December 2010, the Vlaamse Milieuholding executed<br />

a full contribution to capital. As a result, the fully-paid up capital<br />

of the group consisted of 800,000 shares at the end of 2010.<br />

On 13 December <strong>2011</strong>, in the context of the aforementioned<br />

acquisition of assets from the Flemish Environmental Agency,<br />

the capital of the group was increased by €50 million,<br />

represented by 201,613 shares. Of that amount, €12.5 million<br />

was deposited.<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

71


72<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

Calculated on a daily basis, the weighted average of<br />

the number of shares over <strong>2011</strong> amounted to: 810,495 shares.<br />

After all:<br />

• 800,000 shares x 346 days = 276,800,000<br />

• 1,001,613 shares x 19 days = 19,030,647<br />

• Total: 295,830,647<br />

295,830,647 : 365 days = 810,494 shares (weighted<br />

average)<br />

n<br />

Dividend per share<br />

On 3 May <strong>2011</strong>, a total dividend of €6,723,734 was paid out<br />

over <strong>financial</strong> year 2010, equivalent to:<br />

• €10.93 for shares fully paid in on 25 April 1990<br />

• €8.40 for shares that have not been fully paid in during<br />

the <strong>financial</strong> year.<br />

If the General Meeting of 17 April 2012 approves the<br />

proposed allocation of profits for <strong>2011</strong>, then the following<br />

gross dividend will be paid out on 23 April 2012:<br />

• €10.09 for shares that have been fully paid in<br />

• €0.12 for shares that have not been fully paid in.<br />

Explanation to the consolidate cash flow overview<br />

EXPLANATION 7.1 EXPLANATION TO THE CONSOLIDATE CASH FLOW OVERVIEW -<br />

RECEIVABLES FROM CLIENTS<br />

(in €000) <strong>2011</strong> 2010<br />

Clients Management Agreement 355,883 332,224<br />

Of which: Construction activity 125,366 110,178<br />

Services 230,517 222,047<br />

Clients commercial 51,778 32,768<br />

TOTAL 407,661 364,992<br />

As per Article 43 of the management agreement, <strong>Aquafin</strong><br />

is entitled to compensation from the Flemish Region to cover<br />

all reasonable costs and, with due regard for the risks taken,<br />

ensuring the minimum acceptable return for the shareholders.<br />

Within that compensation, a distinction can be made between<br />

compensations relating to the construction activities and<br />

compensation with respect to services.<br />

The compensations for construction activities concern the<br />

payment for the wastewater treatment infrastructure.<br />

The repayment period for that infrastructure takes the<br />

expected life of the infrastructure into account. In <strong>2011</strong>,<br />

that compensation increased in comparison with 2010 as a<br />

result of the expansion of the patrimony.<br />

The compensation with respect to the services primarily<br />

concerns the invoicing of the operating expenses from the<br />

head office and operations and the interest burdens, increased<br />

by a compensation for equity. The expansion of the patrimony<br />

has an impact on the operating costs and the interest burdens.<br />

As a result, we also see an increase in the receivables from<br />

services in the context of the management agreement.<br />

Due to the growth in the commercial activities, the client<br />

receipts are also increasing in that segment.


Segment reporting<br />

For management purposes, the group is organised in two<br />

operational segments.<br />

On the one hand, company activities are being carried out<br />

in the context of the concession agreement (management<br />

agreement) with the Flemish Region (the supramunicipal<br />

sanitation). On the other hand, commercial activities are<br />

carried out primarily on behalf of Flemish cities and<br />

municipalities (the municipal sanitation). In the second<br />

segment, the group is in direct competition with other<br />

sewerage managers. Via the subsidiary Aquaplus NV, the group<br />

also serves industry in Flanders and carries out consultancy<br />

assignment abroad on a limited scale.<br />

In figures:<br />

Concession agreement Commercial Total<br />

Cities &<br />

(in €000) Flemish Region Municip Other<br />

AT 31/12/<strong>2011</strong><br />

Services rendered 232,989 63,883 573 297,445<br />

Profit before taxes from ongoing business activities 7,283 1,847 2 9,132<br />

Assets 2,271,411 23,709 948 2,296,068<br />

Liabilities 2,041,532 15,641 254 2,057,427<br />

AT 31/12/2010<br />

Services rendered 214,215 33,471 270 247,956<br />

Profit before taxes from ongoing business activities 6,079 1,879 2 7,960<br />

Assets 1,859,221 11,152 847 1,871,220<br />

Liabilities 1,639,139 7,089 155 1,646,383<br />

AT 01/01/2010<br />

Assets 1,615,342 10,695 733 1,626,770<br />

Liabilities 1,442,025 7,085 43 1,449,153<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

73


74<br />

<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong> <strong>2011</strong><br />

Related Party Disclosures<br />

In <strong>2011</strong>, the following compensations were paid to managers<br />

in key positions:<br />

n<br />

Executive Director<br />

The total gross compensation that was invoiced over <strong>2011</strong><br />

by Bamboss BVBA, whose Managing Director is the Executive<br />

(Managing) Director of <strong>Aquafin</strong>, is composed as follows:<br />

• basic compensation: € 384,415.30<br />

• variable portion: € 139,620<br />

• pension entitlement:<br />

Not applicable<br />

• other compensation components: € 1,895.95<br />

n<br />

Management committee<br />

The total gross compensation that was paid to the members<br />

of the Management Committee over <strong>2011</strong>, with exception of<br />

the Managing Director, amounts to:<br />

• base salary: € 622,501<br />

• variable portion: € 65,986<br />

• pension entitlement: € 120,471<br />

• other compensation components: € 127,220<br />

He receives no compensation as a director within the Board<br />

of Directors.<br />

Specific explanation required as per the Companies Code<br />

n The average employment by occupational category:<br />

<strong>2011</strong> 2010<br />

EMPLOYMENT BY CATEGORY<br />

Directors 4.0 4.0<br />

Office personnel 847.8 833.9<br />

The consolidated <strong>financial</strong> <strong>statement</strong> for <strong>financial</strong> year <strong>2011</strong><br />

comprises the following companies:<br />

• <strong>Aquafin</strong> NV, Dijkstraat 8, 2630 Aartselaar, Belgium<br />

• Aquaplus NV, Ingberthoeveweg 21, 2630 Aartselaar,<br />

Belgium<br />

TOTAL 851.8 837.9<br />

Compensation granted to directors: See above<br />

No advances or loans were provided to directors by the<br />

Group or any of the companies of the Group.


<strong>Consolidated</strong> <strong>financial</strong> <strong>statement</strong><br />

75


<strong>Aquafin</strong> develops and implements<br />

effective solutions that provide cleaner<br />

watercourses and sustainable water<br />

(re)use. We respond pro-actively to<br />

expected developments in the water<br />

sector. As a result, and in a close<br />

relationship with our customers,<br />

we bring a customised realisation of<br />

European objectives nearer every day.<br />

<strong>Aquafin</strong> NV, Dijkstraat 8, B-2630 Aartselaar<br />

Tel. 03 450 45 11 n fax 03 458 30 20 n e-mail: info@aquafin.be n www.aquafin.be<br />

Publisher: Luc Bossyns<br />

Also available in Dutch n Aussi disponible en français

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