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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of August, 2007
E.ON AG
(Translation of Registrants Name into English)
E.ON AG
E.ON-Platz 1
D-40479 Düsseldorf
Germany
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b):
E.ON AG Interim Report II/2007
January 1 June 30, 2007
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Adjusted EBIT up 7 percent |
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Upstream operations considerably expanded |
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Wind farms in Spain and Portugal acquired |
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Outlook for full year 2007 unchanged: 5 to 10 percent increase in adjusted EBIT expected |
E.ON Group Financial Highlights
Through the fiscal year ended December 31, 2006, E.ON prepared its consolidated financial
statements in accordance with generally accepted accounting principles in the United States (U.S.
GAAP), but has adopted International Financial Reporting Standards (IFRS), which are applicable
in the European Union, as its primary set of accounting principles as of January 1, 2007. Unless
otherwise indicated, the financial data for periods beginning after January 1, 2007, reflected in
this presentation have been prepared in accordance with IFRS. This report may contain references to
certain financial measures (including forward-looking measures) that are not calculated in
accordance with either IFRS or U.S. GAAP and are therefore considered non-GAAP financial measures
within the meaning of the U.S. federal securities laws. E.ON presents a reconciliation of these
non-GAAP financial measures to the most comparable U.S. GAAP measure or target, either in this
presentation or on its website at www.eon.com. Management believes that the non-GAAP financial
measures used by E.ON, when considered in conjunction with (but not in lieu of) other measures that
are computed in accordance with IFRS or U.S. GAAP, enhance an understanding of E.ONs liquidity and
profitability. A number of these non-GAAP financial measures are also commonly used by securities
analysts, credit rating agencies, and investors to evaluate and compare the periodic and future
operating performance and value of E.ON and other companies with which E.ON competes. These
non-GAAP financial measures should not be considered in isolation as a measure of E.ONs
profitability or liquidity and should be considered in addition to, rather than as a substitute
for, net income, cash provided by operating activities, and the other income or cash flow data
prepared in accordance with IFRS or U.S. GAAP. In particular, there are material limitations
associated with our use of non-GAAP financial measures, including the limitations inherent in our
determination of each of the relevant adjustments. The non-GAAP financial measures used by E.ON may
differ from, and not be comparable to, similarly titled measures used by other companies.
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26 Condensed Consolidated Interim Financial Statements |
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Interim Report II/2007
Dear Shareholders,
The E.ON Groups positive development continued in the second quarter of 2007. We
increased sales by 4 percent in the first six months of 2007, from last years 34.2
billion to 35.6 billion, and adjusted EBIT by 7 percent, from 5.1 billion to 5.4
billion. Net income attributable to shareholders of E.ON AG increased by 26 percent to 4
billion. We continue to expect the E.ON Groups full-year adjusted EBIT to surpass the
prior-year level. We expect an increase of 5 to 10 percent.
In late May 2007, we presented our package of initiatives for the E.ON Groups further
strategic development. The key topics are strategy and organizational structure, growth,
enhancing profitability, and managing our capital structure. Were taking a more European
approach towards managing our businesses, particularly trading and power generation, in order
to seize the earnings and growth opportunities created by the integration of Europes energy
markets. Were combining all our European trading activitiespower, gas, coal, oil, and
Co2 emission allowancesin a new unit called E.ON Energy Trading. Similarly, a new
unit will manage the construction of new coal-fired and gas-fired power plants across Europe.
Were also combining and considerably expandingE.ONs renewable-energy and
climate-protection activities. Were hard at work implementing these projects. Our acquisition
of Dongs wind farms in Spain and Portugal last week represents a decisive step towards
achieving these objectives.
At the same time, E.ON will grow significantly. By the end of 2010, we plan to initiate
investments totaling 60 billion, 70 percent of which are to achieve further growth. A key
focus is the construction of technologically advanced and climate-friendly power plants, for
which weve earmarked 12 billion. We plan to invest 3 billion in renewable energy. We
estimate that the acquisition of Endesa assets in Europe and Viesgo will amount to about
10 billion. Together, these investments will increase our generating capacity in Europe by
about 50 percent by 2010, further expanding the European footprint of our already excellent
and balanced generation portfolio. These investments will also help protect the earths
climate. Our ambitious goal is to reduce, by 2030, our carbon-dioxide emissions per
megawatt-hour by about 50 percent compared with 1990 levels. To get there, we intend to
substantially expand our renewables capacity and significantly increase our investment in new
technological developments. Our new coal-fired power plants will set standards for reducing
carbon emissions and will be fitted for subsequent carbon capture and storage (CCS). Were
already involved in projects in Germany, the United States, the United Kingdom, and Sweden to
develop the advanced technologies necessary to make CCS operational. We intend to invest
10 billion in our gas business. First, were building new storage facilities, pipelines,
and LNG terminals. Second, were significantly expanding our position as a gas producer. In
late July, we acquired 28 percent of Skarv and Idun, important natural gas fields in the
Norwegian North Sea. Total investments of just under 2 billion to acquire a stake in the
fields and to tap their reserves will bring us a big step towards achieving our goal of
sourcing 10 billion cubic meters (bcm) of natural gas from our own production portfolio. For
ten years after production begins, our annual share of the fields production will be about
1.4 bcm, enough gas to supply a city of 2.5 million people for one year.
To manage our capital structure going forward, were using a new steering metric called debt
factor, which is equal to the ratio between economic net debt and adjusted EBITDA. At 1.5,
E.ONs debt factor at year end 2006 is significantly lower than that of comparable European
energy companies. In order to have a more efficient capital structure, weve defined 3 as our
target debt factor. We intend to actively manage our capital structure going forward. If, as
is currently the case, our debt factor is significantly below the target, well take on more
debt through, for example, a higher dividend yield, special dividends, or share buybacks. Our
priority, however, will always be on making value-enhancing investments. We aim to achieve a
more efficient capital structure by the end of 2008. Our investment program will significantly
increase our debt. Were supplementing this program with a roughly 7 billion share buyback
which we began in late June 2007 and will complete by the end of 2008.
Our package of initiatives lays the groundwork for the continued successful development of our
company, from which you, our shareholders, will benefit.
Sincerely yours,
Dr. Wulf H. Bernotat
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Interim Report II/2007
E.ON Stock
E.ON stock (including the dividend) finished the first six months of 2007 up 24 percent,
significantly outperforming other European blue chips as measured by the EURO STOXX 50 (+10
percent) and its peer index, the STOXX Utilities (+11 percent). The trading volume of E.ON stock
climbed by nearly 40 percent year on year to 70.3 billion, making E.ON the fourth most-traded
stock in the DAX index of Germanys top 30 blue chips. As of June 29, 2007, E.ON was the
second-largest DAX stock in terms of market capitalization.
E.ON stock is listed on the New York Stock Exchange as American Depositary Receipts (ADRs). The
conversion ratio between E.ON ADRs and E.ON stock is three to one. The value of three E.ON ADRs is
effectively that of one share of E.ON stock.
On June 27, 2007, E.ON began its previously announced share buyback program under which it will buy
7 billion of its own stock by the end of 2008, with roughly half being purchased this year. The
shares will subsequently be cancelled, thereby reducing E.ONs capital stock. The share buyback
program is an important step towards optimizing E.ONs capital structure. It will also increase the
attractiveness of E.ON stock, since it will positively influence earnings per share and the
dividend yield.
Visit eon.com for the latest information about E.ON stock.
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Interim Report II/2007
Interim Group Management Report
Business and Operating Environment
Conversion of Group Reporting Policies to International Financial Reporting Standards
(IFRS)
Through the end of the 2006 financial year, E.ON AG prepared its Consolidated
Financial Statements in accordance with accounting principles generally accepted in the United
States (U.S. GAAP). Effective January 1, 2007, we apply International Financial Reporting
Standards (IFRS), which deviate substantially from U.S. GAAP in a number of respects.
Detailed explanatory notes on the conversion of Group Reporting Policies to IFRS and IFRS
reconciliations can be found on pages 34 and 52-59 of the Condensed Consolidated Interim
Financial Statements and on pages 60-61. Until we publish complete Consolidated Financial
Statements under IFRS for the year ending December 31, 2007, the financial information in this
report will remain preliminary due to possible changes to individual reporting standards.
Energy Price Developments
Throughout the first half of 2007, European power and natural gas markets were driven by three main factors:
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international oil, coal, and Co2 prices |
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warm weather |
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the hydrological balance in the Nordic region. |
Although prices declined on most European gas and power markets in the first weeks of the
year, they rose again starting in March in response to higher coal, oil, and phase-two
Co2 prices.
The price of Brent crude oil increased significantly beginning in January due to renewed
tension in the Middle East and Nigeria and lower oil-product inventories in the United States.
At the end of June, Brent was quoted at $71 per barrel, about $17 per barrel higher than in
January.
Coal prices have moved continually higher this year, particularly in the second quarter. In
June, coal was selling for $81 per metric ton, the highest level since June 2004. The increase
was mainly due to sustained strong demand in the Pacific market, high freight rates (which
account for about 35 percent of the price of coal), and loading problems in Australian ports.
Germanys average natural gas import prices, which are indexed mainly to heating oil prices,
decreased during the first months of 2007 but over the coming months are expected to reflect
the oil price increases seen since January. Unseasonably warm winter weather pushed down U.K.
natural gas prices in January and February. With rising oil prices, U.K. gas prices increased
in March but since then have remained almost unchanged as a result of good supply. Despite
high storage inventories, U.S. natural gas prices moved higher due to unusually warm weather (which increased the demand for peaking power provided by gas-fired
generating units) and updated hurricane forecasts.
Two factors caused Co2 prices for phase one (2005-2007) of the European Emissions
Trading Scheme (ETS) to stabilize at less than 1 per metric ton. First, installations
affected by the ETS will be able to meet their carbon-emission cap. It is widely expected that
phase one of the ETS will be oversupplied. Second, phase-one allowances cannot be used for phase
two (2008-2012).
Phase-two prices increased in response to high oil and gas prices and the EU Commissions decision
to reduce the caps on installations proposed by the member states. In addition, member states will
be able to import significantly fewer credits for emission reductions achieved outside the EU.
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Interim Report II/2007
Wholesale power prices across Europe remained heavily influenced by fuel and Co2
prices. Since March 2007, German and Nordic power prices increased on the back of higher coal and
Co2 prices. Nordic power prices were also influenced by
lower water reservoir levels. U.K. prices tracked Co2 and natural gas prices. Forward
power prices in the United States increased, following the trend set by U.S. natural gas prices.
Power and Gas Sales
The E.ON Group increased its power sales volume by 12 percent, from 215.4 billion kWh in the
first half of 2006 to 241.1 billion kWh in the first half of 2007. Central Europes 16-percent
increase in volume is predominantly attributable to significantly higher deliveries onto its
network of electricity pursuant to Germanys Renewable Energy Law. U.K. sold slightly more
electricity, while Nordic sold 8 percent more and U.S. Midwest 5 percent more. The respective
factors were higher sales volumes at the Nord Pool, Northern Europes energy exchange, and
favorable temperatures compared with the first half of 2006 in Kentucky.
Natural gas sales volumes declined by 8 percent year on year from 671.4 billion kWh to 618.4
billion kWh, mainly due to higher temperatures in Europe compared with the prior-year period.
Warmer weather reduced sales volumes by 7 percent at Pan-European Gas, 16 percent at Central
Europe, 3 percent at U.K., and 32 percent at Nordic. By contrast, U.S. Midwest sold 19 percent more
natural gas primarily due to low temperatures in the Midwestern United States at the beginning of
the year.
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Interim Report II/2007
Interim Group Management Report
Earnings Situation
Sales up 4 Percent
Increased sales at the Central Europe, U.K., and Nordic market units are partially
attributable to higher electricity sales volumes. Higher average electricity prices
constituted the main factor at Central Europe and U.K. In addition, Central Europe benefited
from significantly higher deliveries onto its network of electricity pursuant to Germanys
Renewable Energy Law and from business expansion, particularly in Italy. Sales at Pan-European
Gas were lower primarily due to a weather-driven decline in sales volumes in the midstream
business and lower sales prices in the upstream business. The decline in U.S. Midwests sales
is due exclusively to exchange rates.
Adjusted EBIT7 Percent above Prior-Year Figure
Adjusted EBIT, E.ONs key figure for
purposes of internal management control and as an indicator of a businesss long-term earnings
power, is derived from income/loss (-) from continuing operations before income taxes and interest
and similar expenses (net) and is adjusted to exclude certain extraordinary items. The adjustments
include interest and similar expenses (net) (which is adjusted using economic criteria and excludes
certain special items), book gains and losses on disposals, and other nonoperating income and
expenses of a nonrecurring or rare nature (see commentary on page 51).
The U.K. market unit made a key contribution to the E.ON Groups improved adjusted EBIT, primarily
due to lower procurement costs. The supply shortage in Great Britain in early 2006 had increased
these costs considerably. Central Europes adjusted EBIT was positively affected by the development
of electricity prices and negatively affected by a temperature-driven decline in natural gas sales
volumes. Nordics adjusted EBIT rose on higher electricity sales volumes. Adjusted EBIT at
Pan-European Gas was down year on year due mainly to a weather-driven decline in sales volumes and
lower earnings from storage valuation. U.S. Midwests adjusted EBIT was slightly lower due to
currency factors.
Net Income Significantly above Prior-Year Level
Net income attributable to shareholders of E.ON AG
of
4 billion and corresponding earnings per share of
6.02 were both 26 percent above the
prior-year level.
Adjusted interest expense (net) improved by 87 million compared with the prior year. A lower
net interest expense for pensions resulting from higher anticipated income from plan assets,
particularly at the Central Europe market unit, was the main factor.
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Interim Report II/2007
Net book gains in the first half of 2007 were about 730 million above the prior-year
figure and resulted, as in the first half of 2006, primarily from the sale of securities at
Central Europe.
Other nonoperating earnings primarily reflect the marking to market of derivatives in the amount of
245 million. The roughly 1 billion increase from the prior-year figure of -778 million
is attributable to positive earnings effects at U.K., Pan-European Gas, and Nordic. By contrast,
costs relating to the Endesa acquisition plan (301 million) and the storm in Sweden in early
2007 (95 million) adversely affected other nonoperating earnings.
Income/Loss (-) from continuing operations before income taxes rose considerably relative to the
prior-year figure. The main factors were higher net book gains and the positive effect of the
marking to market of derivatives along with the improvement in adjusted EBIT.
Our continuing operations recorded a tax expense of 1.3 billion in the first half of 2007. This
represents a tax rate of 23 percent compared with 28 percent in the prior-year period. The decline
is mainly attributable to a higher share of tax-free income.
Income/Loss (-) from discontinued operations, net, contains the results of Western Kentucky Energy,
which is held for sale. Pursuant to IFRS, its results are reported separately in the Consolidated
Statements of Income. The prior-year figure also includes earnings from our shareholdings in E.ON
Finland (sold in June 2006) and in Degussa (sold in July 2006) (see commentary on pages 46-47).
Adjusted Net Income 9 Percent above Prior-Year Figure
Net income reflects not only our operating performance but also special effects such as the
marking to market of derivatives. Adjusted net income is an earnings figure after interest and
similar expenses (net), income taxes, and minority interests that has been adjusted to exclude
certain special effects. The adjustments include the marking to market of derivatives, book gains
and losses on disposals, as well as other non-operating income and expenses (after taxes and
minority interests) of a special or rare nature. Adjusted net income also excludes income/loss (-)
from discontinued operations and from the cumulative effect of the IFRS conversion (after taxes and
minority interests) as well as special tax effects. Special tax effects relate to the consequences
of changes in the tax laws in Germany and the United Kingdom.
Financial Condition
Investments Significantly above Prior-Year Level
The E.ON Groups investments in the period
under review were 27 percent above the prior-year figure. We invested 2.6 billion in property,
plant, and equipment and intangible assets compared with 1.5 billion in the prior year. Share
investments totaled 0.1 billion versus 0.6 billion in the prior year.
Central Europe invested 222 million more in the first half of 2007 than in the prior-year
period. Investments in property, plant, and equipment and intangible assets totaled 943 million
(prior year: 667 million). Investments in power generation were 252 million higher, mainly
due to ongoing generation projects in Germany and Italy. Share investments of 104 million were
54 million below the prior-year level.
Pan-European Gas invested 1,174 million. Of this figure, 288 million (prior year: 151
million) went towards property, plant, and equipment and intangible assets. Share investments of
886 million (prior year: 432 million) almost exclusively reflect the intragroup acquisition
of Contigas Deutsche Energie-AG from the Central Europe market unit. A corresponding deduction was
taken at the Corporate Center level.
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Interim Report II/2007
Interim Group Management Report
U.K.s investments were 316 million higher primarily due to increased additions to
property, plant, and equipment. The non-regulated business increased investment in the development
of new generation capacity and gas storage. Expenditure in the regulated business increased as a
result of allowance under the five-year regulation review.
Nordic invested 124 million more than in the prior year. Nordic invested 393 million (prior
year: 223 million) in intangible assets and property, plant, and equipment to maintain and
expand existing production plants and to upgrade and extend the distribution network. Share
investments totaled 5 million compared with 51 million in 2006.
U.S. Midwests investments increased compared with the prior year primarily due to increased
spending for SO2 emissions mitigation equipment and the new baseload unit under
construction at the Trimble County 2 plant. This unit is expected to enter service in 2010.
Cash Flow Considerably Higher, Financial Position Strengthened
Managements analysis of E.ONs financial condition uses, among other financial measures, cash provided by operating
activities, free cash flow, net financial position, and economic net debt.
The E.ON Groups cash provided by operating activities in the first six months of 2007 was 72
percent above the prior-year level.
The increase in Central Europes cash provided by operating activities is mainly attributable to
positive effects relating to working capital, intragroup tax offsets, and the consolidation of
Versorgungskasse Energie. A higher gross margin in the electricity business was offset by a
temperature-driven decline in gas margins.
Pan-European Gas recorded a significant
improvement in cash provided by operating
activities in the first half of 2007. One
reason was the inclusion of the E.ON Földgáz
companies, which did not become consolidated
E.ON companies until March 31 of the prior
year. Another positive effect in the
current-year period related to the injection
and withdrawal of gas at E.ON Ruhrgas AG
storage facilities, which more than offset
the negative effects in the Up-/Midstream
business in the first quarter of 2007.
U.K.s cash provided by operating activities was significantly higher year on year. The improvement
was mainly due to the avoidance of first quarter 2006 gas issues caused by supply problems and cold
weather, recovery of aged debt, and retail price rises offset by higher commodity costs. Working
capital decreased following the retail price reduction in April, reducing debt outstanding.
Nordics cash provided by operating activities increased slightly. Positive effects from higher
power sales volumes and improvements in working capital were offset by cash-effective costs for the
January storm and by higher income tax payments.
Cash provided by operating activities at U.S. Midwest was lower mainly due to increased pension
contributions made in the first half of 2007.
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Interim Report II/2007
The Corporate Centers cash provided by operating activities was significantly below the
prior-year level, primarily due to lower external tax refunds.
In general, surplus cash provided by operating activities at Central Europe, U.K., and U.S. Midwest
is lower in the first quarter of the year (despite the high sales volume typical of this season)
due to the nature of their billing cycles, which in the first quarter are characterized by an
increase in receivables combined with cash outflows for goods and services. During the remainder of
the year, there is typically a corresponding reduction in working capital, resulting in surplus
cash provided by operating activities, although sales volumes in these quarters (with the exception
of U.S. Midwest) are actually lower. The fourth quarter is characterized by an increase in working
capital. At Pan-European Gas, by contrast, cash provided by operating activities is recorded
principally in the first quarter, whereas there are cash outflows for intake at gas storage
facilities in the second and third quarters.
We define free cash flow as cash provided by operating activities less investments in intangible
assets and property, plant, and equipment. Due to the increase in cash provided by operating
activities, free cash flow was 74 percent above the prior-year number despite higher investments in
property, plant, and equipment and in intangible assets.
Net financial position equals the difference between our total financial assets and our total
financial liabilities. Our net financial position of 499 million was 636 million above the figure
reported as of December 31, 2006 (-137 million). High free cash flow (2.2 billion) and proceeds
from disposals (0.6 billion) served to improve our net financial position during the first half of
2007. By contrast, the dividend payout including the related tax payment (-2.2 billion) resulted
in substantial cash outflow. To increase transparency, since December 31, 2006, we also include
financial liabilities to affiliated companies and to associated companies in our net financial
position. Our financial position as of June 30, 2006, was adjusted accordingly.
Besides financial liabilities, there are other line items, such as provisions for pensions and
provisions for asset retirement and similar obligations, that are debt-like. Financial assets
include liquid funds and long-term securities and funds that are attributable to, and earmarked
for, these provisions. Starting with the first quarter of 2007, we are reporting a new key figure,
economic net debt, to provide a more meaningful description of the E.ON Groups actual financial
situation.
This key figure supplements net financial position with provisions for pensions and provisions for
asset retirement and similar obligations (less prepayments).
Provisions for pensions declined compared with year end 2006 mainly due to actuarial gains
attributable to higher interest rates used to calculate the defined benefit obligation.
Following the announcement of our new investment plan for the period 2007-2010, on May 31, 2007,
Moodys confirmed its long-term rating for E.ON at A2 with a stable outlook. Previously, Moodys
had downgraded its long-term rating for E.ON from Aa3 to A2 after we signed an agreement with Enel
and Acciona to acquire certain assets. Moodys short-term rating for E.ON was unchanged at P-1.
On June 12, 2007, Standard & Poors lowered its long-term rating for E.ON from AA- to A (stable
outlook) and its short-term rating from A-1+ to A-1 following the announcement of E.ONs revised
strategy on May 31, 2007.
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Interim Report II/2007
Interim Group Management Report
Asset Situation
At the end of the first half of 2007, long-term assets and short-term assets accounted for 76
percent and 24 percent, respectively, of total stockholders equity and liabilities, unchanged from
year end 2006. Total stockholders equity and liabilities at the balance-sheet date were slightly
below the level as of December 31,2006.
At 41 percent, our equity ratio was almost unchanged from year end 2006.
The following key figures underscore that the E.ON Group continues to have a solid asset and
capital structure:
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Long-term assets are covered by stockholders equity
at 54 percent (year end 2006: 53 percent). |
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Long-term assets are covered by long-term capital at
103 percent (year end 2006: 102 percent). |
Employees
On June 30, 2007, the E.ON Group had 82,288 employees worldwide, about 2 percent more than
at year end 2006. E.ON also had 1,999 apprentices and 262 board members and managing directors.
At the end of the second quarter of 2007, 47,770 employees, or 58 percent of all staff, were
working outside Germany, essentially unchanged from year end 2006.
The slight increase in Central Europes workforce compared with year end 2006 was due primarily to
the hiring of former apprentices in Germany who had completed their training.
The number of employees at Pan-European Gas declined mainly due to efficiency-enhancement measures
at E.ON Gaz România.
Additions primarily to sales staff at U.K. and the hiring of seasonal staff for the summer months
at Nordic were responsible for the workforce increases at these market units. The number of
employees at U.S. Midwest did not change significantly.
At the end of June 2007, the Corporate Center had 45 more employees than at year end 2006,
primarily because E.ON Academy and E.ON Montan, which had previously not been consolidated E.ON
companies, were merged into E.ON AG.
During the reporting period, wages and salaries including social security contributions and
retirement payments totaled 2.3 billion, compared with 2.3 billion a year ago.
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Interim Report II/2007
Risk Situation
In the normal course of business, we are subject to a number of risks that are inseparably
linked to the operation of our businesses.
Energy production and distribution involves technologically complex facilities. Operational
failures or extended production stoppages of facilities or components of facilities could adversely
impact our earnings situation. We minimize these risks through ongoing employee training and
qualification programs and regular maintenance and enhancement of our facilities.
Our operations expose us to interest-rate, currency, and counterparty risks as well as commodity
price risks for electricity, natural gas, coal, oil, and carbon dioxide. We minimize these risks
through the use of instruments suited to this purpose.
Our market units operate in an international market environment characterized by general risks
related to the business cycle and by increasingly intense competition. We use a comprehensive sales
management system and intensive customer management to minimize the price and volume risks faced by
our power and gas business on liberalized markets.
The political, legal, and regulatory environment in which the E.ON Group does business is a source
of additional external risks. Changes to this environment can make planning uncertain. Our goal is
to play an informed and active role in shaping our business environment. We pursue this goal by
engaging in a systematic and constructive dialog with government agencies and policymakers.
Currently, the following issues are of particular relevance:
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In late April, the German federal cabinet agreed to amendments to the Law Against
Anticompetitive Behavior which will lead to a considerable broadening of antitrust oversight
in Germanys electricity and natural gas markets. In the future, companies that individually
or jointly have a dominant position in these markets may not charge prices or demand
commercial conditions that are less favorable than those of other companies in comparable
markets or charge prices that disproportionately exceed their costs. E.ON expects the
implementation of these provisions to considerably impede competition in Germanys energy
markets but is currently unable to quantify the effects on E.ON. The new anticompetitive
behavior provisions expire at the end of 2012. |
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As part of an anticompetitive practices case, the German
Federal Cartel Office (FCO) is investigating the treatment of CO2 emission allowances as a cost factor in the
price of electricity. A fundamental principle of emissions
trading is that treating emission allowances as a cost
factor provides an incentive to reduce CO2 emissions.
The FCO is currently investigating whether it is an anti
competitive practice to factor CO2 emission allowances
into the price of electricity although the allowances
were allocated at no cost. |
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The EU Commission carried out investigations at the
premises of several energy companies in Europe, including E.ON AG and some of its affiliates, in May and
December 2006 and subsequently submitted requests
for information regarding different regulatory and energy-market-related issues to E.ON Energie and E.ON Ruhrgas.
The two companies have now responded to these requests. On July 18, 2007, the Commission initiated antitrust
proceedings against E.ON Ruhrgas and Gaz de France. The
proceedings possibly relate to an agreement made in
1975an agreement that was rescinded several years ago
and, moreover, had no practical significanceregarding
the transport of natural gas via the Megal gas pipeline
in which E.ON Ruhrgas and Gaz de France have owner
ship interests. The Commission points out that the initiation of proceedings does not imply that there is conclusive proof of an infringement. |
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E.ON Ruhrgas filed a complaint with the State Superior
Court in Düsseldorf against the FCOs order of January 13,
2006, relating to long-term gas supply contracts. In this main case, E.ON Ruhrgas is contesting the FCOs competitive injunction which forbids E.ON Ruhrgas from
competing to supply a certain portion of municipal utilities gas needs even it meets the volume and contract-duration requirements defined by the FCO. For example, if a
municipal utility has a four-year contract with E.ON
Ruhrgas covering 80 percent of its gas supply needs and,
two years later, asks for bids to supply the remaining
20 percent of its needs, E.ON Ruhrgas is not allowed to submit a bid. The State Superior Court
in Düsseldorf heard oral arguments in this case on July 11, 2007. We are still awaiting the
outcome of the proceedings. Following its |
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Interim Report II/2007
Interim Group Management Report
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preliminary analysis, the court is inclined to reject our complaint. The hearing gave
E.ON Ruhrgas another opportunity to present the key arguments as to why the competitive
injunction is bad for the German economy. The court announced that it will issue a ruling on
September 19, 2007. |
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In January 2007, the EU Commission put forward a comprehensive package of energy policy proposals. It can be
anticipated that these proposals will result in legislative
initiatives designed to enhance climate protection efforts,
promote the implementation of energy-efficiency measures, and further intensify regulatory intervention. At
this time, the effects of such legislative initiatives on our
business cannot be predicted. Under discussion is a proposal to require ownership unbundling of energy networks
from the other segments of the energy supply business.
We consider this infringement of ownership to be illegal,
although we are unable at this time to rule it out. We
believe that it would make more sense to first wait and
evaluate the effectiveness of the legal unbundling
requirements which only recently took effect. However,
in order to play a constructive role in the current policy-making process, E.ON is conducting talks with the EU
Commission about alternative models that would also
help integrate the EU internal market. |
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In mid-June 2007, the German Federal Government presented regulations for an incentive-based regulation
system, these regulations are subject to the approval of
the Bundesrat, Germanys upper house of parliament.
Under Germanys Energy Law of 2005, the current cost-based, rate-of-return model for network charges is to be
replaced by an incentive-based regulation system in
order to create additional incentives for enhancing the
efficiency of network operations. In principle, we support
the rapid introduction of a reasonable incentive-based
system but continue to believe that the current recommendations require significant modifications. At this
time, we cannot rule out the possibility that the German Federal Network Agency will establish efficiency-enhancement targets that are unattainable. Because the
exact details of many key aspects of the incentive-based system remain undecided, we cannot at this time reliably assess its consequences. |
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On July 6, 2007, the Bundesrat passed the Corporate Tax
Reform Law of 2008, which will be applied in the third quarter of 2007. |
The operational and strategic management of the E.ON Group relies heavily on highly complex
information technology. Our IT systems are maintained and optimized by qualified E.ON Group
experts, outside experts, and a wide range of technical security measures.
In the period under review, the E.ON Groups risk situation did not change substantially from year
end 2006.
Subsequent Events
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Within its share buyback program started on June 27,2007,
E.ON repurchased 8,922,473 own shares at an average
price of 119.41 per share, of which 246,865 are included
in these Consolidated Financial Statements. Up to now,
this corresponds to a 1.29-percent-buyback of E.ONs
capital stock at an acquisition cost of 1,065 million. The
company plans to buy back stock worth approximately
7 billion by the end of 2008, half of it in 2007. The goals
of the share buy back are to optimize E.ONs capital
structure as well as to make E.ON shares more attractive. |
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In late July, E.ON concluded a purchase agreement with
Shell to acquire 28 percent of Skarv and Idun, two
important Norwegian natural gas fields, for $893 million
(approximately 650 million). E.ONs share of the investments for developing the fields will be about $1.4 billion.
Plans call for gas production to begin in 2011. E.ONs share
of these fields production will be about 1.4 billion cubic-meters of natural gas per year for at least ten years.
The sale is subject to the relevant Norwegian regulatory
approval and is expected to be completed by the end
of 2007. |
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In early August 2007, E.ON acquired Energi E2 Renovables
Ibéricas (E2-I), a wind farm operator, from the Danish
utility Dong Energy at a purchase price of 722 million.
This acquisition enables E.ON to greatly expand its wind
power business. The purchase price includes 256 million
for the assumption of existing net debt. Currently, E2-I
generates electricity in Spain and Portugal from renewables with a total capacity in operation of about 260 MW.
Most of its assets are state-of-the-art wind farms. The
remainder are small-scale hydroelectric and biomass |
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Interim Report II/2007
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generating units. Further wind farms totaling approximately 560 megawatt are already being
planned at particularly favorable locations on the Iberian peninsula, they are planned for
completion in the next four years. |
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On August 7, 2007, E.ON, ThyssenKrupp and RWE came to an
agreement with the foundation RAG-Stiftung to sell their shares in RAG Aktiengesellschaft to the
RAG-Stiftung. The three shareholding companies hold a total of 90 percent of the share capital. The
blocks of shares are expected to be transferred on November 30, 2007, for a price of 1 each. |
Forecast
Earnings Development
We continue to expect adjusted EBIT for full year 2007 to surpass the high prior-year level.
We expect an increase of 5 to 10 percent. However, not all market units will contribute equally to
the improvement. From todays perspective, we also continue to anticipate an increase in net income
attributable to shareholders of E.ON AG. However, net income will be particularly influenced by the
marking to market of derivatives at year end.
The earnings forecast by market unit is as follows: We expect the Central Europe market units 2007
adjusted EBIT to be above the prior-year figure, with the positive development of gross margins in
the electricity business more than offsetting temperature-driven declines in natural gas sales
volumes and negative effects from the increased feed-in of renewable-source electricity.
We now expect Pan-European Gass adjusted EBIT for the 2007 financial year to be on par with the
prior-year figure. The midstream business will deteriorate further as the year progresses due to
competition and regulatory effects. In the first half of the year, midstreams lower sales volumes
and declining earnings from storage usage were partially counteracted by operating effects. The
decline in midstreams adjusted EBIT will be mitigated by earnings improvements in the downstream
business, particularly due to the absence of effects relating to the regulation of network charges
in Germany.
The 2007 adjusted EBIT of the U.K. market unit is expected to be broadly in line with 2006. This
is a challenging target with key sensitivities for the remainder of 2007 being retail price
positions, the impact of weather on volumes and prices, management of retail debtors, and asset
performance.
We expect Nordics adjusted EBIT for 2007 to be significantly above the level of 2006. Earnings
development will be positively affected by higher volumes in both hydropower and nuclear production
and by higher average wholesale electricity prices.
We expect U.S. Midwests 2007 adjusted EBIT to be below 2006 due primarily to lower gas margins as
a result of the timing of gas cost recoveries from customers and to the strong euro.
Opportunities
Positive developments in foreign-currency rates and market prices for commodities such as
electricity, natural gas, coal, oil, and carbon dioxide can create opportunities for our
operations. In addition, continued positive development of market prices can create opportunities
relating to the short-term securities we own.
Periods of exceptionally cold weathervery low average temperatures or extreme daily lowsin the
fall and winter months can create opportunities for us to meet higher demand for electricity and
natural gas. Similarly, periods of exceptionally hot weather in the summer months can create
opportunities for our U.S. Midwest market unit to meet the greater demand for electricity resulting
from increased air-conditioning use.
Our investment policy is aimed at strengthening and enlarging our leading position in our target
markets and to systematically seize opportunities, including opportunities in future markets.
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Interim Report II/2007
Market Units
Central Europe
Power and Gas Sales
The Central Europe market unit grew power sales by 22.4 billion kWh to 159.8 billion kWh. The
increase is mainly attributable to higher deliveries onto Central Europes network of electricity
pursuant to Germanys Renewable Energy Law and to higher volumes to sales partners. Furthermore,
the results for the first six months of 2007 for the first time include the sales volume of Italys
Dalmine Energie (Dalmine), which became a consolidated E.ON company in December 2006.
Gas sales volumes declined by 14.2 billion kWh due to Europes warmest winter since comprehensive
weather records began to be kept in 1901. The inclusion of newly consolidated companies, mainly
JCP of the Czech Republic (since September 2006) and Dalmine of Italy, had a positive effect on
gas sales volumes.
Power Generation and Procurement
Central Europe utilized its flexible mix of generation assets to
meet about 41 percent of its electricity requirements, compared with 47 percent in the prior-year
period. It procured around 22.1 billion kWh more electricity from jointly owned power plants and
outside sources than in the prior year; of this figure, electricity delivered onto Central
Europes network under Germanys Renewable Energy Law accounted for 10 billion kWh. The
above-mentioned consolidation effects also served to increase the amount of electricity procured
from outside sources.
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Interim Report II/2007
Sales and Adjusted EBIT
Central Europe increased sales by about 2 billion relative to the prior-year period. The
increase is mainly attributable to the expansion of operations (particularly in Italy), higher
electricity prices, the passthrough of the significantly greater volume of electricity procured
under Germanys Renewable Energy Law, and increased sales in the power trading business. These
effects were mitigated by a temperature-driven decline in sales in the natural gas business.
Adjusted EBIT exceeded the prior-year figure by 49 million, with Central Europes businesses
developing as follows:
Central Europe West Power increased adjusted EBIT by 311 million compared with the prior-year
period. Positive price effects and the absence of aperiodic negative effects recorded in the
prior-year period were partially mitigated by lower results from power trading, higher electricity
procurement costs, and higher expenditures resulting from an increase in the amount of
renewable-source electricity delivered onto the network. Adjusted EBIT was also adversely affected
by lower results from network activities.
Adjusted EBIT at Central Europe West Gas was 138 million below the prior-year figure due primarily
to the very mild winter and the resulting decline in sales volumes.
Central Europe Easts adjusted EBIT was nearly at the prior-year level. The mild winter also led to
lower sales volumes, particularly in the gas business, in Eastern Europe. The negative effects of
lower sales volumes and of higher other expenditures were offset primarily by higher gross margins
in Hungary and by positive earnings contributions from JCP and Teplárna Otrokovice, whose results
were not included in the prior-year period.
Adjusted EBIT recorded under Other/Consolidation was 108 million below the prior-year figure,
mainly as a result of lower earnings from currency hedging transactions and the translation of
loans denominated in foreign currencies and as a result of negative consolidation effects.
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Interim Report II/2007
Market Units
Pan-European Gas
Market Development
Germany consumed 18.5 percent less natural
gas in the first half of 2007 than in the
prior-year period. The decline resulted mainly
from warm weather in the first quarter which
served to reduce gas sales volumes by about 20
percent.
Gas Sales
E.ON Ruhrgas AGs gas sales volumes generally tracked the
broader market, with a 20-percent volume decline in the first
quarter followed by a 5-percent volume decline in the second
quarter.
In the first half of 2007, Pan-European Gass business outside Germany grew again. In the
second quarter, E.ON Ruhrgas concluded five new contracts for summer gas deliveries with customers
in Denmark, the Netherlands, and Slovakia and extended five contracts with customers in Denmark and
France. It also concluded contracts at trading points in Denmark, France, and Italy. E.ON Ruhrgas
competed successfully for industrial customers in the German market, concluding new contracts with
several major industrial customers and /or extending existing contracts.
E.ON Ruhrgas traded 3.21 billion kWh of natural gas at E.ON Gastransports notional trading points
in the second quarter of 2007, following 2.06 billion kWh in the first quarter. E.ON Ruhrgass
trading operations make a significant contribution towards creating market liquidity.
Downstream Shareholdings Gas Sales Volume
The majority shareholdings in Pan-European Gass Downstream Shareholdings business sold 105.4
billion kWh of natural gas in the first half of 2007, up 29 percent from the 81.4 billion kWh sold
in the year-earlier period. The sharp increase was caused by the inclusion of E.ON Földgáz of
Hungary in the first quarter of 2007; this company was not included until the second quarter in
2006.
Fifth Gas Release Auction Held
Pursuant to the ministerial approval of E.ONs acquisition of Ruhrgas, in 2002 the Company
agreed to hold six annual auctions for a total of 200 billion kWh of the natural gas from E.ON
Ruhrgass long-term import contracts. The contracts awarded in the Internet-based auction have a
three-year term. In this years auction, the fifth overall, 13 bidders were awarded a total of
about 33 billion kWh of natural gas. The delivery point is Waidhaus on the German-Czech border.
Slightly Lower Upstream Production
In the upstream business, lower gas production from fields
characterized by a natural production decline was nearly counteracted by production from newly
operational fields. This led only to a slight decline in gas production compared with the first
half of 2006, although gas production of the Johnston field in the British North Sea was at times
curtailed due to price factors. Oil production was stable compared with the prior-year period.
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Interim Report II/2007
Minke field in the U.K. North Sea, in which E.ON Ruhrgas UK has a 42.7-percent stake, began
production in June. The gas produced in this field will be sold to E.ON D-Gas, an E.ON Ruhrgas
subsidiary, and marketed in the Netherlands.
To further expand its upstream business, in June E.ON Ruhrgas concluded an agreement with Maersk
Olie og Gas AS, a Danish oil and gas production company, to acquire stakes in two production
licenses in the U.K. Central North Sea. E.ON Ruhrgas will acquire 22.3 percent of the production
blocks which are located about 200 kilometers off the coast of Aberdeen, Scotland. In July,
drilling had already begun in the Ockley prospect.
Build-up of LNG Operations
Pan-European Gas intends to further diversify its natural gas procurement sources by entering
the liquefied natural gas (LNG) business. LNG is a key factor in Europes future security of
supply. Moreover, it offers good growth potential in an increasingly global gas market.
In the second quarter of 2007, E.ON Ruhrgas booked about 1.7 billion cubic meters (bcm) of annual
regasification capacity at the LNG terminal on the U.K. Isle of Grain. The terminals current
capacity will be expanded by roughly 6.7 bcm to about 20 bcm per year. E.ON Ruhrgas concluded an
agreement through 2029, with regular operation expected to begin in October 2010. Possible
synergies could result from the supply of an E.ON UK gas-fired power plant being built near the
Isle of Grain terminal.
Simplified Network Access
To further simplify access to Germanys natural gas transport system, E.ON Gastransport and
RWE Transportnetz Gas have reached the German gas industrys first cooperative agreement between
different pipeline operators. The two companies plan to create a joint market territory for
low-caloric natural gas (L gas), which comes predominantly from Dutch and German natural gas
fields, in order to further reduce the number of market territories effective October 1, 2008.
Sales and Adjusted EBIT
Pan-European Gass sales totaled 11,724 million, 4 percent
less than the prior-year figure of 12,179 million.
Sales in the Up-/Midstream business were below the prior-year level. Warm weather in the first
quarter led to a significant decline in sales volumes in the midstream business, while the sales
decline in the upstream business is mainly attributable to lower sales prices.
The Downstream Shareholdings business partially counteracted the development of the Up-/Midstream
business. The inclusion of the two E.ON Földgáz companies in the first half of 2007 was the main
factor in the sales increase. The other companies in the downstream business recorded
temperature-driven declines in sales.
Pan-European Gass adjusted EBIT in the first half of 2007 was down 66 million, or 4 percent, from
the prior-year figure.
Adjusted EBIT at the midstream business was lower than the figure for the first half of 2006 due to
a decline in sales volumes resulting from warm winter weather and to lower earnings from storage
valuation. In addition, prior-year adjusted EBIT was positively affected by nonrecurring income
from the final clearing of trading transactions. The earnings decline was mitigated by the absence
in the current-year period of the adverse earnings effect recorded in the prior year resulting from
the fact that procurement prices are adjusted more rapidly than sales prices. Adjusted EBIT at the
upstream business declined due to lower sales prices.
The increase in adjusted EBIT in the Downstream Shareholdings business did not fully counteract the
earnings decline in the Up-/Midstream business. The inclusion of the E.ON Földgáz companies for the
entire first half of the year along with book gains on the sale of shareholdings had a positive
effect on adjusted EBIT. These positive factors more than offset the temperature-driven earnings
decline in the gas business of the other downstream shareholdings and slightly lower equity
earnings from associated companies.
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Interim Report II/2007
Market Units
U.K.
Market Development
Electricity consumption in England, Wales, and Scotland was 171 billion kWh for the first six
months of 2007, 9 billion kWh lower than in the equivalent period in 2006, primarily due to warmer
weather. Gas consumption for the first six months of 2007 was 574 billion kWh compared with 554
billion kWh in 2006. The increase was due to higher demand from gas power stations and an increase
in gas exports from the United Kingdom to Europe.
Pricing activity in the residential market appears to have stabilized following price-reduction
announcements from all the major suppliers in the first quarter of the year. Customer accounts at
8.1 million are 0.5 million lower than the same position as of June 2006. Customer churn has
increased in response to price movements across the industry. E.ON UK has responded with price
reductions and other sales initiatives.
Power and Gas Sales
Sales of power and gas to residential, SME, and I&C customers declined due to warmer weather,
lower customer numbers, and changing customer behaviors as a result of higher prices and
climate-change awareness. Sales to the market rose significantly due to the lower retail demand.
Power Generation and Procurement
Owned generation increased in 2007 compared with 2006 due to
increased gas generation partially offset by lower coal generation. Gas generation increased due to
higher spark spreads (power prices less gas and C02 prices) coupled with excellent
availability. Coal generation reduced due to lower dark spreads (power prices less coal and
C02 prices). Power purchased from other suppliers decreased in 2007 compared with 2006
primarily due to lower sales to residential and SME customers.
There was no change in attributable
generation capacity between June 2006 and June
2007. Some merchant CHP plants are now
classified as natural gas.
The shift from coal to gas generation compared
with the prior year is explained by the changing
economics of power production caused by an
increase in spark spreads and the reduction in
dark spreads.
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Interim Report II/2007
E.ON UK is currently looking at options to develop further power plants in the United
Kingdom over the next few years. The objective is to deliver secure energy supplies, reduce
CO2 emissions to tackle the challenge of climate change, and keep energy as affordable
as possible for our customers.
During the first half of 2007, work continued on Stags Holt and Robin Rigg wind farms. E.ON UK also
continued to generate from biomass by co-firing with coal at Kingsnorth and Ironbridge power
stations. The wood-burning plant at Lockerbie is still scheduled for commercial operation during
the fourth quarter of 2007. Construction has also commenced on a 1,200 MW gas-fired station with
combined heat and power at our Isle of Grain site in Kent.
E.ON UK has applied for consent to build a 1,200 MW CCGTat the site of one of its former coal-fired
stations at Drakelow in Derbyshire.
Sales and Adjusted EBIT
E.ON UK increased its sales in the first six months of 2007 compared with the prior year
primarily due to price increases in the retail business and higher sales volumes from the Energy
Wholesale business. E.ON UK delivered an adjusted EBIT of 741 million in the first half of 2007,
of which 266 million was in the regulated business and 535 million in the non-regulated business.
Adjusted EBIT at the regulated business increased by 35 million principally due to tariff
increases.
Adjusted EBIT at the non-regulated business increased by 276 million. The key features are the
avoidance of the high gas input costs during the first quarter of 2006 caused by the gas supply
issues and cold weather, as well as retail price rises in 2007 offset by lower retail sales volumes
due to warmer weather and lower customer numbers.
Adjusted EBIT recorded under Other/Consolidation was 25 million lower, mainly due to higher
hedging costs associated with foreign-exchange movements.
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Interim Report II/2007
Market Units
Nordic
Market Development
The Nordic region consumed about 204
billion kWh of electricity during the first half
of 2007, 6 billion kWh less than in the same
period in 2006. However, consumption in the
second quarter was on par with 2006 despite the
warmer weather.
Net power flow between the Nordic region and
surrounding countries turned from a net import
during the first quarter to a net export during
the second. Consequently, first-half imports and
exports were almost in balance. Net exports to
Germany were 4 billion kWh compared with 2.3
billion kWh in 2006. The hydrological situation
was above normal during the first half of 2007.
Power Sales
E.ON Nordic sold 1.9 billion kWh more
electricity than in the first half of 2006,
mainly due to increased sales at Nord Pool,
Northern Europes energy exchange. This was
primarily a result of higher hydropower
production. Sales to residential and commercial
customers decreased by 0.9 billion kWh relative
to the prior year due to milder weather and
increased competition.
Power Generation and Procurement
E.ON Nordics owned generation increased by 1.2 billion kWh relative to the prior year. Hydropower production was above normal due to higher reservoir inflow during the last quarter of 2006 and the first quarter of 2007. Nuclear power production was below the prior year mainly due to the late restart of E.ONs Oskarshamn 1 nuclear plant following the incident at Forsmark in July 2006.
Purchases from outside sources increased significantly, driven mainly by cross-border trading activities.
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Interim Report II/2007
Gas and Heat Sales
Heat sales decreased as a consequence of milder weather at the beginning of the year. Gas
sales were 1.2 billion kWh below the prior-year figure due to increased competition and milder
weather.
Sales and Adjusted EBIT
Nordics sales increased by 212 million compared with the prior year. Sales in the
non-regulated business increased as a result of significantly higher electricity volumes sold to
Nord Pool and the positive impact of hedging activities. The increase in power sales was to some
extent offset by declining gas and heat sales. Sales in the regulated business decreased by 13
million primarily due to lower distributed gas volumes.
Nordics adjusted EBIT increased by 50 million year on year to 475 million. Compared with the
prior-year period, adjusted EBIT for the non-regulated business was positively impacted by higher
electricity volumes and successful hedging for the production portfolio. This was to some extent
offset by the decline in spot prices. Adjusted EBIT at the regulated business was almost unchanged
from the prior year. Lower volumes in the electricity distribution business were counteracted by
lower costs for line loss, mainly as a result of lower spot prices. The gas distribution business
was negatively affected by lower volumes, resulting in a slightly lower adjusted EBIT.
On January 14, 2007, a storm in southern Sweden caused substantial damage to the electricity
distribution system in some areas. The costs of repair work and compensation of customers are
approximately 95 million. Storm-related costs will not affect adjusted EBIT, as this event was
exceptional in nature.
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Interim Report II/2007
Market Units
U.S. Midwest
Market Development
Electricity consumption in the Midwestern United States increased by approximately 3 percent in
the first half of 2007, as compared with the same period in 2006, due to increased demand caused by
colder-than-normal weather in February and higher economic growth.
Power and Gas Sales
Regulated utility retail power sales volumes increased in 2007 compared with 2006, primarily
due to colder weather in February and warmer weather in May and June. Off-system power sales
volumes were lower in 2007, primarily due to less generation available and lower market prices.
Gas sales increased in 2007 compared with 2006, primarily due to colder weather in the beginning of
2007 and market factors that produced opportunities for off-system gas sales.
Power Generation and Procurement
U.S. Midwest generated more electricity at its own power
plants in the first half of 2007 due to improved unit performance and higher power sales compared
with the prior-year period.
U.S. Midwests attributable generating capacity was unchanged from year end 2006.
Coal-fired power plants accounted for 98 percent of U.S. Midwests owned generation for the first
half of 2007, while gas-fired and hydro generating assets accounted for the remaining 2 percent.
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Interim Report II/2007
Sales and Adjusted EBIT
U.S. Midwests sales in the first half of 2007 were lower compared with last year, primarily
due to the stronger euro. In local currency, sales were slightly higher, with higher retail volumes
partially offset by lower gas prices.
U.S. Midwests adjusted EBIT decreased by 7 percent. The decrease is attributable to the stronger
euro, as adjusted EBIT in local currency was flat. Lower gas margins as a result of the timing of
gas cost recoveries from customers and lower off-system electric sales were mostly offset by higher
retail electric volumes.
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Interim Report II/2007
Responsibility Statement
To the best of our knowledge, and in accordance with the applicable reporting
principles for interim financial reporting, the Interim Consolidated Financial
Statements give a true and fair view of the assets, liabilities, financial
position and profit or loss of the Group, and the Interim Group Management Report
includes a fair review of the development and performance of the business and the
position of the Group, together with a description of the principal opportunities
and risks associated with the expected development of the Group for the remaining
months of the financial year.
Düsseldorf, August 14, 2007
The Board of Management
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Bernotat
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Bergmann
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Dänzer-Vanotti |
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Feldmann
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Interim Report II/2007
Review Report
To E.ON AG, Düsseldorf
We have reviewed the Condensed Consolidated Interim Financial Statementscomprising the balance
sheet, income statement, condensed cash flow statement, statement of recognized income and expense
and selected explanatory notesand the Interim Group Management Report of E.ON AG, Düsseldorf, for
the period from January 1 to June 30, 2007, which are parts of the half-year financial report
pursuant to § (Article) 37w WpHG (Wertpapierhandelsgesetz: German Securities Trading Act). The
preparation of the Condensed Consolidated Interim Financial Statements in accordance with the IFRS
applicable to interim financial reporting as adopted by the EU and of the Interim Group Management
Report in accordance with the provisions of the German Securities Trading Act applicable to interim
group management reports is the responsibility of the parent Companys Board of Managing Directors.
Our responsibility is to issue a review report on the Condensed Consolidated Interim Financial
Statements and on the Interim Group Management Report based on our review.
We conducted our review of the Condensed Consolidated Interim Financial Statements and the Interim
Group Management Report in accordance with German generally accepted standards for the review of
financial statements promulgated by the Institut der Wirtschaftsprüfer (Institute of Public
Auditors in Germany) (IDW) and additionally observed the International Standard on Review
Engagements Review of Interim Financial Information Performed by the Independent Auditor of the
Entity (ISRE 2410). Those standards require that we plan and perform the review so that we can
preclude through critical evaluation, with moderate assurance, that the Condensed Consolidated
Interim Financial Statements have not been prepared, in all material respects, in accordance with
the IFRS applicable to interim financial
reporting as adopted by the EU and that the Interim Group Management Report has not been prepared,
in all material respects, in accordance with the provisions of the German Securities Trading Act
applicable to interim group management reports. A review is limited primarily to inquiries of
company personnel and analytical procedures and therefore does not provide the assurance attainable
in a financial statement audit. Since, in accordance with our engagement, we have not performed a
financial statement audit, we cannot express an audit opinion.
Based on our review, no matters have come to our attention that cause us to presume that the
Condensed Consolidated Interim Financial Statements have not been prepared, in all material
respects, in accordance with the IFRS applicable to interim financial reporting as adopted by the
EU nor that the Interim Group Management Report has not been prepared, in all material respects, in
accordance with the provisions of the German Securities Trading Act applicable to interim group
management reports.
Düsseldorf, August 14, 2007
PricewaterhouseCoopers
Aktiengesellschaft
Wirtschaftsprüfungsgesellschaft
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Dr. Vogelpoth
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Laue |
Wirtschaftsprüfer
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Wirtschaftsprüfer |
(German Public Auditor)
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(German Public Auditor) |
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Interim Report II/2007
Condensed Consolidated Interim Financial Statements
E.ON AG and Subsidiaries Consolidated Statements of Income |
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Interim Report II/2007
E.ON AG and Subsidiaries Consolidated Balance Sheets |
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Interim Report II/2007
Condensed Consolidated Interim Financial Statements
E.ON AG and Subsidiaries Consolidated Statements of Cash Flows |
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Interim Report II/2007
31
Interim Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
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Interim Report II/2007
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Interim Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
(1) Basis of Presentation
Based in Germany, the E.ON Group (E.ON or the Group) is an international group of companies
with integrated electricity and gas operations. The Group is organized around five defined target
markets:
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The Central Europe market unit, led by E.ON Energie AG
(E.ON Energie), Munich, Germany, operates E.ONs
integrated electricity business and the downstream gas
business in Central Europe. |
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Pan-European Gas is responsible for the upstream and
midstream gas business. Moreover, this market unit holds
predominantly minority shareholdings in the downstream
gas business. This market unit is led by E.ON Ruhrgas AG
(E.ON Ruhrgas), Essen, Germany. |
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The U.K. market unit encompasses the integrated energy
business in the United Kingdom. This market unit is led
by E.ON UK plc (E.ON UK), Coventry, U.K. |
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The Nordic market unit, which is led by E.ON Nordic AB
(E.ON Nordic), Malmö, Sweden, focuses on the integrated energy business in Northern Europe. It operates
through the integrated energy company E.ON Sverige
AB (E.ON Sverige), Malmö, Sweden. |
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The U.S. Midwest market unit, led by E.ON U.S. LLC
(E.ON U.S.), Louisville, Kentucky, U.S., is primarily active
in the regulated energy market in the U.S. state of
Kentucky. |
The Corporate Center contains those interests held directly by E.ON AG (E.ON or the Company)
that are not allocated to a particular segment, as well as E.ON AG itself.
These market units are the primary segments as defined in International Accounting Standard (IAS)
14, Segment Reporting (IAS 14). The Corporate Center also contains the consolidation effects
that take place at the Group level.
Note 14 provides additional information about the market units.
With European Union (EU) Regulation 1606/2002 dated July 19, 2002, the European Parliament and
the European Council mandated the adoption of International Financial Reporting Standards (IFRS)
into EU law governing the Consolidated Financial Statements of publicly traded companies
for fiscal years beginning on or after January 1, 2005. However, member states may defer mandatory
application of IFRS until 2007 for companies that, like E.ON, have been preparing their
Consolidated Financial Statements in accordance with generally accepted accounting principles in
the United States of America (U.S. GAAP) and whose stock is officially listed for public trading
in a non-EU member state. In Germany, the Bilanzrechtsreformgesetz (BilReG) implemented the
option to defer mandatory IFRS application in October 2004.
E.ON made use of this option and, accordingly, the Condensed Interim Financial Statements for the
six months ended June 30, 2007 have been prepared in accordance with IFRS, specifically IAS 34,
Interim Financial Reporting (IAS 34), and IFRS 1,First-time Adoption of International
Financial Reporting Standards (IFRS 1).This Interim Report has been prepared in accordance with
all IFRS effective and adopted for use in the EU as of the end of the interim period.
The IFRS effective or available for voluntary early adoption in this Interim Report as of June 30,
2007, are subject to change or to the issuance of additional interpretations until December 31,
2007. Accordingly, the accounting policies relevant for this Interim Report may be adjusted in
future periods and are only considered final when the first IFRS financial statements are prepared
for the year ending December 31, 2007.
The preparation of the Consolidated Financial Statements for interim financial reporting in
accordance with IFRS has led to changes in the Groups accounting policies as compared with the
accounting principles used in the most recent annual Consolidated Financial Statements, i.e. U.S.
GAAP. The following accounting policies have been applied for all periods presented in this Interim
Report. They have also been used in accordance with IFRS 1 for the preparation of the opening
balance sheet under IFRS as of January 1, 2006. The effects of the transition from U.S. GAAP to IFRS
are discussed in Note 15.
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Interim Report II/2007
(2) Summary of Significant Accounting Policies
Scope of Consolidation
The Consolidated Financial Statements incorporate the financial statements of E.ON AG and
entities controlled by E.ON (subsidiaries). Control is achieved when the parent company has the
power to govern the financial and operating policies of an entity so as to obtain economic benefits
from its activities. In addition, special purpose entities are consolidated when the substance of
the relationship indicates that the entity is controlled by E.ON. However, certain subsidiaries
controlled by E.ON that are inconsequential, both individually and in the aggregate, are accounted
for as financial instruments under IAS 39, Financial Instruments: Recognition and Measurement
(IAS 39), generally at fair value, and are reviewed for impairment if indications of a decline of
the fair value arise. If required, an impairment is recognized as an expense. Impairment losses may
not be reversed in future reporting periods through income.
The results of the subsidiaries acquired or disposed of during the year are included in the
Consolidated Statement of Income from the date of acquisition or until the date of the disposal,
respectively.
Where necessary, adjustments are made to the subsidiaries financial statements to bring their
accounting policies into line with those of the Group. Intercompany receivables, liabilities and
results between Group companies are eliminated in the consolidation.
Associated Companies
An associate is an entity over which E.ON has significant influence and that is neither a
subsidiary nor an interest in a joint venture. Significant influence is achieved when E.ON has the
power to participate in the financial and operating policy decisions of the investee but does not
control or jointly control these decisions. Significant influence is generally presumed if E.ON
directly or indirectly holds 20 percent or more, but less than 50 percent, of an entitys voting
rights.
Interests in associated companies are accounted for under the equity method. In addition,
majority-owned companies in which E.ON does not exercise control, due to restrictions concerning
the control of assets or management, are also generally accounted for under the equity method.
Certain associated companies, however, that are inconsequential, both individually and in the
aggregate, are accounted for as financial instruments under IAS 39, generally at fair value, and
are reviewed for impairment consistent with non-consolidated subsidiaries.
Interests in associated companies accounted for under the equity method are reported on the balance
sheet at cost, adjusted for changes in the Groups share of the net assets after the date of
acquisition, as well as any impairment charges. Losses that exceed the Groups interest in an
associated company are not recognized. Any goodwill resulting from the acquisition of an associated
company is included within the carrying amount of the investment.
Intercompany results arising from transactions with associated companies accounted for under the
equity method are eliminated within the consolidation process if and to the extent these are
material.
Companies accounted for under the equity method are tested for impairment by comparing the carrying
amount with its recoverable amount. If the carrying amount exceeds the recoverable amount, the
carrying amount is adjusted in the amount of this difference. If the reasons for previously
recognized impairment losses no longer exist, such impairment losses are reversed.
Joint Ventures
Joint ventures are also accounted for under the equity method. Intercompany results arising
from transactions with joint-venture companies are eliminated within the consolidation process if
and to the extent these are material.
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Interim
Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
Business Combinations
In
accordance with the exemption allowed under IFRS 1, the provisions of IFRS 3, Business
Combinations (IFRS 3), were not applied with respect to the accounting for business combinations
which occurred before January 1, 2006. The goodwill maintained from this period does not include any
intangible assets that must be reported separately under IFRS. Conversely, there are no intangible
assets that until now had been reported separately that must be included in goodwill. As no
adjustment for intangible assets was required relating to such business combinations, the goodwill
previously reported was maintained in E.ONs opening balance sheet under IFRS. Business
combinations are accounted for under the purchase method, whereby the purchase price is offset
against the proportional share in the acquired companys net assets. In doing so, the values at the
date of the exchange are used as a basis. The acquirees identifiable assets, liabilities and
contingent liabilities are recognized at their fair values, regardless of the extent attributable
to minority interests. The fair values of individual assets are determined using published exchange
or market prices at the time of acquisition in the case of marketable securities, for example, and
in the case of land, buildings and more significant technical equipment, generally using
independent expert reports that have been prepared by third parties. If exchange or market prices
are unavailable for consideration, fair values are determined using the most reliable information
available that is based on market prices for comparable assets or on suitable valuation techniques.
In such cases, E.ON determines fair value using the discounted cash flow method by discounting
estimated future cash flows by a weighted average cost of capital as applied for internal valuation
purposes. Estimated cash flows are consistent with the internal mid-term planning data for the next
three years, followed by two additional years of cash flow projections, which are extrapolated
until the end of an assets useful life using a growth rate based on industry and internal
projections. The discount rate reflects specific risks inherent to the asset.
Intangible assets must be recognized separately from goodwill if they are clearly separable or if
their recognition arises from a contractual or other legal right. Provisions for restructuring
measures may not be recorded in a purchase price allocation. If the purchase price paid exceeds the
proportional share in the net assets at the time of acquisition, the positive difference is
recognized as goodwill. A negative difference is immediately recognized in income.
Foreign Currency Translation
The Companys transactions denominated in foreign currencies are translated at the current
exchange rate at the date of the transaction. Monetary foreign currency items are adjusted to the
current exchange rate at each balance sheet date; any gains and losses resulting from fluctuations
in the relevant currencies are included in other operating income and other operating expenses,
respectively. Gains and losses from the translation of financial instruments used in hedges of net
investments in its foreign operations are recorded with no effect on net income as a component of
equity.
The functional currency as well as the reporting currency of E.ON AG is the euro. The Consolidated
Financial Statements are presented in euro as well. The assets and liabilities of the Companys
foreign subsidiaries with a functional currency other than the euro are translated using period-end
exchange rates, while items of the statements of income are translated using average exchange rates
for the period. Significant transactions of foreign subsidiaries occurring during the fiscal year
are translated in the financial statements using the exchange rate at the date of the transaction.
Differences arising from the translation of assets and liabilities, as well as gains or losses in
comparison with the translation of prior years, are included as a separate component of equity and
accordingly have no effect on net income. In accordance with IFRS 1, E.ON offset the cumulative
translation differences that were recognized in equity from the translation of financial statements
into the reporting currency of E.ON in prior periods against retained earnings at the date of
transition.
The foreign currency translation effects that are attributable to monetary financial instruments
classified as available-for-sale are recognized in net income. For non-monetary financial
instruments classified as available-for-sale, the foreign currency translation effects are
recognized in equity with no effect on net income.
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Interim
Report II/2007
Revenue Recognition
The Company generally recognizes revenue upon delivery of products to customers or upon
fulfillment of services. Delivery has occurred when the risks and rewards associated with ownership
have been transferred to the buyer, compensation has been contractually established and collection
of the resulting receivable is probable. Revenues from the sale of goods and services are measured
at the fair value of the consideration received or receivable.
Sales in the Central Europe, Pan-European Gas, U.K., Nordic and U.S. Midwest market units result
primarily from the sale of electricity and gas to industrial and commercial customers and to retail
customers. Additional revenue is earned from the distribution of electricity and deliveries of
steam and heat.
Revenues from the sale of electricity and gas to industrial and commercial customers and to retail
customers are recognized when earned on the basis of a contractual
arrangement with the customer; they reflect the value of the volume supplied, including an estimated value of the volume supplied
to customers between the date of their last meter reading and period-end.
Electricity and Energy Taxes
The electricity tax is levied on electricity delivered to retail customers by domestic
utilities in Germany and Sweden and is calculated on the basis of a fixed tax rate per
kilowatt-hour (kWh). This rate varies between different classes of customers.
The new German Energy Tax Act (Energiesteuergesetz, EnergieStG) regulates the taxation of
energy generated from petroleum, natural gas and coal. It replaced the Petroleum Tax Act
(Mineralölsteuergesetz) effective August 1, 2006. Under the Energy Tax Act, natural gas tax is not
levied until delivery to the end consumer. Under the previously applicable Petroleum Tax Act,
natural gas tax became due at the time of the procurement or removal of the natural gas from
storage facilities.
Earnings per Share
Basic (undiluted) earnings per share is computed by dividing the consolidated net income
attributable to the shareholders of the parent company by the weighted average number of ordinary
shares outstanding during the relevant period. At E.ON the computation of diluted earnings per
share is identical to basic earnings per share, because E.ON AG has no dilutive potential ordinary
shares.
Goodwill and Intangible Assets
Goodwill
According to IFRS 3, goodwill is not amortized, but rather tested for impairment at the
cash-generating unit level on at least an annual basis. Impairment tests must also be performed
between these annual tests if events or changes in circumstances indicate that the carrying amount
of the respective cash-generating unit might not be recoverable. E.ON has identified the operating
units one level below its primary segments as its cash-generating units.
In an impairment test, the recoverable amount of a cash-generating unit is compared with its
carrying amount, including goodwill. If the carrying amount exceeds the recoverable amount, the
goodwill allocated to the cash-generating unit is adjusted in the amount of this difference.
Impairment losses for goodwill may not be reversed in future reporting periods.
The recoverable amount is the higher of a cash-generating units fair value less costs to sell and
its value in use. In a first step, E.ON determines the recoverable amount of a cash-generating unit
on the basis of the fair value (less costs to sell) using valuation procedures that make use of the
Companys current mid-term planning data for internal reporting. Measurement is based on the
discounted cash flow method and market comparables.
E.ON has elected to perform the annual testing of goodwill for impairment at the cash-generating
unit level in the fourth quarter of each fiscal year.
Intangible Assets
IAS 38, Intangible Assets (IAS 38), requires that intangible assets be amortized over their
useful lives unless their lives are considered to be indefinite. Any intangible asset that is not
subject to amortization must be tested for impairment annually or more frequently if events or
changes in circumstances indicate that the asset might be impaired.
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Interim Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
Intangible assets subject to amortization are classified as marketing-related,
customer-related, contract-based, and technology-based. They are all measured at cost and amortized
using the straight-line method over their expected useful lives, generally for a period between 5
and 25 years or between 3 and 5 years for software, respectively. Useful lives and amortization
methods are subject to annual verification. Intangible assets subject to amortization are tested
for impairment whenever events or changes in circumstances indicate that such assets may be
impaired.
In accordance with IAS 36 Impairment of Assets (IAS 36), the carrying amount of an intangible
asset, whether subject to amortization or not, is tested for impairment by comparing the carrying
value with its recoverable amount, which is the higher of an assets value in use and its fair
value less costs to sell. Should the carrying amount exceed the recoverable amount, an impairment
charge equal to the difference between the carrying amount and the recoverable amount is
recognized. If the reasons for previously recognized impairment losses no longer exist, such
impairment losses are reversed. A reversal shall not cause the carrying amount of an intangible
asset subject to amortization to exceed the amount that would have been presented had no impairment
taken place during the preceding periods.
If a recoverable amount cannot be determined for an individual intangible asset, the recoverable
amount for the smallest identifiable group of assets (cash-generating unit) that the intangible
asset may be assigned to is determined.
Emission Rights
Under IFRS, emission rights held under national and international emission-rights systems for
the settlement of obligations are reported as intangible assets and are not amortized. Emission
rights are capitalized at cost on acquisition or when issued for the respective reporting period as
(partial) fulfillment of the notice of allocation from the responsible national authorities.
Provisions are recorded for emissions made. The provision is measured at the carrying amount of
the emission rights held. Any shortfall in emission rights is accrued throughout the year within
other provisions. The expenses incurred for the recognition of the provision are reported under
cost of materials.
As part of operating activities, emission rights are also held for proprietary trading purposes.
Emission rights held for proprietary trading are reported under other operating assets and measured
at the lower of cost or fair value.
Property, Plant and Equipment
Property, plant and equipment are initially measured at acquisition or production cost,
including decommissioning or restoration cost that must be capitalized, and are depreciated over
their expected useful lives, generally using the straight-line method.
Property, plant and equipment are tested for impairment whenever events or changes in
circumstances indicate that an asset may be impaired. In such a case, property, plant and equipment
are tested for impairment according to the principles described for intangible assets. If an
impairment loss is determined, the remaining useful life of the asset might also be subject to
adjustment, if necessary. If the reasons for previously recognized impairment losses no longer
exist, such impairment losses are reversed. Such reversal shall not cause the carrying amount to
exceed the amount that would have been presented had no impairment taken place during the preceding
periods.
Interest on debt apportioned to the construction period of qualifying assets is capitalized as part
of their cost of acquisition or construction and depreciated over the expected useful life of the
related asset.
Repair and maintenance costs are expensed as incurred.
Investment subsidies do not reduce the acquisition and production costs of the
respective assets; they are instead reported on the balance sheet as deferred income.
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Interim
Report II/2007
Leasing
Leasing transactions are classified according to the lease agreements and to the underlying
risks and rewards specified therein in line with IAS 17,
Leases (IAS 17). In addition, IFRIC 4, Determining Whether an Arrangement Contains a Lease (IFRIC 4), further defines the criteria
as to whether an agreement that conveys a right to use an asset meets the definition of a lease.
E.ON is party to some agreements in which it is the lessor and other agreements in which it is the
lessee. Certain purchase and supply contracts in the electricity and gas business as well as
certain rights of use may be classified as leases if the criteria are met.
Leasing transactions in which E.ON is the lessee are classified either as finance leases or
operating leases. If the Company has the majority of the risks and rewards from the leased
property, the lease is classified as a finance lease. Accordingly, the Company recognizes the asset
and associated liability on its balance sheet. The liability is subsequently measured using the
effective interest method. All other transactions in which E.ON is the lessee are classified as
operating leases. Payments made under operating leases are recorded as an expense.
Leasing transactions in which E.ON is the lessor and the lessee enjoys substantially all the risks
and all rewards of the leased property are classified as finance leases. In this type of lease,
E.ON records the present value of the minimum lease payments as a receivable. Payments by the
lessee are allocated between a reduction of the lease receivable and interest income. All other
transactions in which E.ON is the lessor are categorized as operating leases. E.ON records the
leased property as an asset and the lease payments as income.
Financial Instruments
Financial instruments are reported at fair value using trade date accounting. Equity
investments and securities are measured in accordance with IAS 39. IAS 39 requires a financial
asset to be accounted for according to its classification as held-for-trading, available-for-sale,
loans and receivables or as held-to-maturity. Management determines the classification of the
financial assets at initial recognition.
IAS 39 requires that derivative financial instruments are classified as financial instruments held
for trading. These instruments are reported under other operating receivables and liabilities. No
further financial instruments classified as held-for-trading exist within the Group.
Securities classified as available-for-sale are carried at fair value on a continuing basis, with
any resulting unrealized gains and losses, net of related deferred taxes, reported as a separate
component within equity until realized. Realized gains and losses are recorded based on the
specific identification method. Unrealized losses previously recognized in equity indicating an
impairment are included in the line item financial results.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not traded in an active market. Loans and receivables are reported under receivables and other
assets. They are subsequently measured at amortized cost, using the effective interest method.
Valuation allowances are provided for identifiable individual risks. If the loss of a certain part
of the receivables is probable, valuation allowances are provided to cover the expected loss.
Financial liabilities within the scope of IAS 39 are measured at amortized cost using the effective
interest method. Initial recognition occurs at fair value plus transaction cost. In subsequent
periods, the amortization and accretion of any premium or discount is included in interest income.
Inventories
The Company measures inventories at the lower of acquisition or production cost and net
realizable value. The cost for gas inventories, raw materials, finished products and goods
purchased for resale is determined based on the average cost method. In addition to production
materials and wages, production costs include material and production overheads based on normal
capacity. The costs of general administration, voluntary social benefits and pensions are not
capitalized. Inventory risks resulting from excess and obsolescence are provided for using
appropriate valuation allowances whereby inventories are written down to net realizable value.
39
Interim
Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
Receivables and Other Assets
Receivables (including trade receivables) and other assets are initially measured at fair
value which approximates nominal value. Valuation allowances are provided for identifiable
individual risks. If the loss of a certain part of the receivables is probable, valuation
allowances are provided to cover the expected loss.
Liquid Funds
Liquid funds include current available-for-sale securities, checks, cash on hand and bank
balances. Bank balances and available-for-sale securities with an original maturity of more than
three months are recognized under securities and fixed-term deposits. Liquid funds with an original
maturity of less than three months are considered to be cash and cash equivalents, unless they are
restricted.
Restricted cash with a remaining maturity in excess of twelve months is classified as financial
receivables and other financial assets.
Assets Held for Sale and Liabilities Associated with Assets Held for Sale
Individual non-current assets or groups of assets held for sale and any directly attributable
liabilities (disposal groups) are reported separately in the Consolidated Balance Sheet, whereby
the assets and liabilities must be intended for sale in a single transaction.
Discontinued operations are components of an entity that are either held for sale or have already
been sold and can be clearly distinguished from other corporate operations, both operationally and
for financial reporting purposes. Additionally, the component classified as a discontinued
operation must represent a major business line or a specific geographic area of the Group.
Non-current assets that are held for sale either individually or collectively as part of a disposal
group, or that belong to a discontinued operation, are no longer depreciated. They are instead
accounted for at the lower of the carrying amount and the fair value less any remaining costs to
sell. If the fair value is less than the carrying amount, an impairment loss is recognized.
The income and losses resulting from the measurement of components held for sale at fair value less
any remaining costs to sell, as well as the gains and losses arising from the disposal of
discontinued operations, are reported separately on the face of the income statement under
income/loss from discontinued operations, net, as is the income from the ordinary operating
activities of these divisions. Prior-year income statement figures are adjusted accordingly. The
cash flows of discontinued operations are reported separately in the cash flow statement with
prior-year figures being adjusted accordingly. However, there is no reclassification of prior-year
balance sheet line items attributable to discontinued operations.
Equity Instruments
IFRS defines equity as the residual interest in the Groups assets after deducting all
liabilities. Therefore, equity is the net of all recognized assets and liabilities.
E.ON has entered into conditional and unconditional purchase commitments to minority shareholders.
By means of these agreements, the minority shareholders have the right to require E.ON to purchase
their shares on specified conditions. None of the contractual obligations has led to the transfer
of substantially all of the risk and rewards to E.ON at the time of entering into the contract. IAS
32, Financial Instruments: Presentation (IAS 32), prescribes that a liability must be recognized
at the present value of the probable future exercise price. The liability is reclassified from a
separate component within minority interests and reported separately. The reclassification occurs
irrespective of the probability of exercise. Expenses resulting from the accretion of the liability
are recognized in interest expenses.
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Interim Report II/2007
Where shareholders of entities own statutory, non-excludable rights of termination (for
example, in German partnerships), such termination rights require the reclassification of minority
interests from equity into liabilities under IAS 32. The liability is recognized at the present
value of the expected settlement amount irrespective of the probability of termination. Changes in
the value of the liability are reported within other operating income. Accretion of the liability
and the minority shareholders share in net income are shown as interest expense.
Share-Based Payment
Share-based payment plans issued in the E.ON Group are accounted for in
accordance with IFRS 2, Share-Based Payment (IFRS 2). Both the E.ON Share Performance Plan introduced in fiscal 2006
and the remaining Stock Appreciation Rights granted between 1999 and 2005 as part of the virtual
stock option program of E.ON AG are share-based payment transactions with cash compensation, the
value of which is reported at fair value of the liability at each balance sheet date. Compensation
expense is recorded ratably over the vesting period. E.ON determines fair value using the Monte
Carlo simulation technique.
Provisions for Pensions and Similar Obligations
The
valuation of defined benefit obligations in accordance with IAS 19, Employee Benefits
(IAS 19), is based on actuarial computations using the projected unit credit method, with
actuarial valuations performed at year-end. The valuation encompasses both pension obligations and
pension entitlements known on the balance sheet date as well as economic trend assumptions made in
order to reflect realistic expectations.
Actuarial gains and losses that may arise from differences between the estimated and actual number
of beneficiaries and from the underlying assumptions are recognized in full in the period in which
they occur. Such gains and losses are not reported within the Consolidated Statements of Income but
rather are recognized within the Statements of Recognized Income and Expenses.
The service cost representing the additional benefits that employees earned under the benefit plan
during the fiscal year is reported under personnel expenses; interest expenses and expected return
on plan assets are reported under financial results.
Past service cost is recognized immediately to the extent that the benefits are already vested or
is amortized on a straight-line basis over the average period until the benefits become vested.
The retirement benefit obligation recognized in the balance sheet represents the present value of
the defined benefit obligation as adjusted for unrecognized past service cost, and reduced by the
fair value of plan assets. If a net asset position arises from this calculation, the amount is
limited to the unrecognized past service cost plus the present value of available refunds and
reductions in future contributions.
Payments for defined contribution benefit plans are expensed as incurred and reported under
personnel expenses. Contributions to government benefit plans are treated as defined contribution
benefit plans to the extent that the Groups obligations under these benefit plans correspond to
those under defined contribution benefit plans.
Other Provisions
In accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets (IAS
37), provisions are recognized when E.ON has a legal or constructive present obligation towards
third parties as a result of a past event, it is probable that E.ON will be required to settle the
obligation, and a reliable estimate can be made of the amount of the obligation. The provision is
recognized at the expected settlement amount. Long-term obligations are reported as liabilities at
the present value of their expected settlement amounts if the interest rate effect (the difference
between present value and repayment amount) resulting from discounting is material; future cost
increases that are foreseeable and likely to occur on the balance sheet date must also be included
in the measurement. Long-term obligations are discounted at the market interest rate applicable as
of the respective balance sheet date. The accretion amounts and the effects of changes in interest
rates are generally presented as part of financial results. A reimbursement related to the
provision that is virtually certain to be collected is capitalized as a separate asset. No
offsetting within provisions is permitted.
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Interim Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
Obligations arising from the decommissioning and restoration of property, plant and
equipment are recorded during the period of their occurrence in the form of a discounted provision,
provided that the obligation can be reliably estimated. The carrying amounts of the respective
property, plant and equipment are increased by the same amounts. In subsequent periods, capitalized
asset retirement costs are amortized over the expected remaining useful lives of the assets, and
the provision is accreted to its present value on an annual basis.
Changes in estimates arise in particular from deviations from original cost estimates, from changes
to the maturity or the scope of the relevant obligation, and also as a result of the regular
adjustment of the discount rate to current market interest rates. The adjustment of provisions for
the decommissioning and restoration of property, plant and equipment for changes to estimates is
generally recognized by way of a corresponding adjustment to assets, with no effect on income. If
the property, plant and equipment to be decommissioned have already been fully depreciated, changes
to estimates are recognized within the income statement.
The estimates for nuclear decommissioning provisions are based on external studies and are
continuously updated. The amounts of the other provisions related to nuclear power (disposal of
spent nuclear fuel rods and low-level nuclear waste) are also determined using external studies.
The Nordic market unit has a right of reimbursement from the Swedish nuclear fund totaling
1,253 million as of June 30, 2007 (December 31, 2006: 1,290 million, January 1, 2006:
1,137 million).This refund is not offset against nuclear energy provisions but is disclosed in
the balance sheet under non-current financial receivables.
Trade Payables
Trade payables are measured at amortized cost, which generally approximates nominal value.
Income Taxes
According to IAS 34, income tax expense for the interim period is recognized based on the
effective tax rate expected for the full financial year. Taxes related to certain special items are
reflected in the quarter in which they occur.
According to IAS 12, Income Taxes (IAS 12), deferred tax is recognized on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in the
Consolidated Financial Statements (liability method). The deferred income tax is not accounted for
if it arises from initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither accounting nor taxable
profit/loss. IAS 12 further requires that deferred tax assets be recognized for unused tax loss
carryforwards and unused tax credits. Deferred tax assets are recognized to the extent that it is
probable that taxable profit will be available against which the deductible temporary differences
and unused tax losses can be utilized.
Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax
rates expected to be applicable for taxable income in the years in which temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes
in tax rates and tax law is generally recognized in income. Equity is adjusted for deferred taxes
that had previously been recognized directly in equity. Deferred taxes for domestic companies are
generally calculated using the total tax rate of 39 percent (2006: 39 percent). This tax rate
includes, in addition to the 25 percent corporate income tax, a solidarity surcharge of 5.5 percent
on the corporate tax, and the average trade tax rate applicable to the E.ON Group. Foreign
subsidiaries use applicable national tax rates.
Derivative Instruments and Hedging Activities
IAS 39 contains accounting and measurement guidance for hedge accounting and for derivative
financial instruments, including certain derivative financial instruments embedded in other
contracts.
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Interim Report II/2007
Derivative financial instruments and separated embedded derivatives are measured at fair
value at initial recognition and in subsequent periods. Gains and losses from changes in fair value
are immediately recognized in net income.
Instruments commonly used are foreign currency forwards, swaps and options, interest-rate swaps,
interest-rate options and cross-currency swaps. Equity forwards are entered into to cover price
risks on securities. In commodities, the instruments used include physically and financially
settled forwards and options based on the prices of electricity, gas, coal, oil and emission
rights. As part of conducting operations in commodities, derivatives are also acquired for
proprietary trading purposes. Income and losses from these derivative proprietary trading
instruments are shown net in the Consolidated Statements of Income.
IAS 39 prescribes requirements for designation and documentation of hedging relationships, the
hedging strategy, as well as ongoing retrospective and prospective measurement of effectiveness in
order to qualify for hedge accounting. The Company does not exclude any component of derivative
gains and losses from the measurement of hedge effectiveness. Hedge accounting is considered to be
appropriate if the assessment of hedge effectiveness indicates that the change in fair value of the
designated hedging instrument is 80 to 125 percent effective at offsetting the change in fair value
due to the hedged risk of the hedged item or transaction.
For qualifying fair value hedges, the change in the fair value of the derivative and the change in
the fair value of the hedged item that is due to the hedged risk(s) are recognized in income. If a
derivative instrument qualifies as a cash flow hedge, the effective portion of the hedging
instruments gain or loss is recognized in equity (as a component of accumulated other
comprehensive income) and is reclassified into earnings in the period or periods during which the
transaction being hedged affects income. The hedging result is reclassified into income immediately
if it becomes probable that the hedged underlying transaction will no longer occur. For hedging
instruments used to establish cash flow hedges, the change in fair value of the ineffective portion
is recognized immediately in the income statement. To hedge the foreign currency risk arising from
the Companys net investment in foreign operations, derivative as well as non-derivative financial
instruments are used. Gains or losses due to changes in fair value and from foreign currency
translation are recorded separately within equity as currency translation adjustments.
Fair values of derivative financial instruments are classified as other operating assets and
liabilities. Changes in fair value of derivative instruments affecting income are classified as
other operating income or expenses. Gains and losses from interest-rate derivatives are included in
interest income. Certain realized amounts are, if related to the sale of products or services,
included in sales or cost of materials.
Unrealized gains and losses resulting from the initial measurement of derivative financial
instruments at the inception of the contract are not recognized in income. They are instead
deferred and recognized in income systematically over the term of the derivative. An exception to
the accrual principle applies if unrealized gains and losses from the initial measurement are
verified by quoted market prices, observable prices of other current market transactions or other
observable data supporting the valuation technique. In this case the gains and losses are
recognized in income.
Risk Management
During the normal course of business, the Company is exposed to foreign currency risk, interest
rate risk, and commodity price risk. These risks create volatility in earnings, equity, and cash
flows from period to period. The Company makes use of derivative financial instruments in various
strategies to eliminate or limit these risks.
The Companys policy generally permits the use of derivatives if they are associated with
underlying assets or liabilities, forecasted transactions, or legally binding rights or
obligations. Some of the companies in the market units also conduct proprietary trading in
commodities within the risk management guidelines described below.
E.ON AG has enacted general risk management guidelines for the use of derivative interest and
foreign currency instruments as well as for commodity risk management that constitute a
comprehensive framework for the entire Group. The market units have also adopted specific risk
management guidelines to eliminate or limit risks arising from their respective activities. The
market units guidelines operate within the general risk management guidelines of E.ON AG. As part
43
Interim Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
of the Companys framework for interest rate, foreign currency and commodity risk
management, an enterprise-wide reporting system is used to monitor each reporting units exposures
to these risks and their long-term and short-term financing needs. The creditworthiness of
counterparties is monitored on a regular basis.
Commodity derivatives are used for price risk management, system optimization, load balancing and
margin improvement. Any use of derivatives is only allowed within limits that are established and
monitored by a board independent from the trading operations. Proprietary trading activities are
subject to particularly strict limits. The risk ratios and limits used mainly include value-at-risk
figures, as well as volume, credit and book limits. Additional key elements of risk management are
the clear division of duties between scheduling, trading, settlement and control, as well as a risk
reporting independent from the trading operations.
Interest, currency and equity-related derivatives are only used for hedging purposes.
Consolidated Statement of Cash Flows
In accordance with IAS 7, Cash Flow Statements (IAS 7), the Consolidated Statements of
Cash Flows are classified by operating, investing and financing activities. Cash flows from
discontinued operations are reported separately in the Consolidated Statement of Cash Flows.
Interest received and paid, income taxes paid and refunded, as well as dividends received are
classified as operating cash flows, whereas dividends paid are classified as financing cash flows.
Changes to the scope of consolidation have no effect on the
Consolidated Statement of Cash Flows; only the purchase prices paid for subsidiaries in this context (or the sales prices received,
respectively) are reported under investing activities, net of cash or cash equivalents acquired or
divested as part of the transaction. This also applies to valuation changes due to exchange rate
fluctuations, whose impact on cash and cash equivalents is separately disclosed.
Presentation of the Consolidated Balance Sheets and Statements of Income
In accordance with IAS 1, Presentation of Financial Statements (IAS 1), the Consolidated
Balance Sheets have been prepared using a classified balance sheet structure. Assets that will be
realized within twelve months of the reporting date, as well as liabilities that are due to be
settled within one year of the reporting date are classified as current.
In addition, as part of the transition to IFRS, classification of the Income Statement was changed
to the nature of expense method which is also applied for internal purposes.
Critical Accounting Estimates and Assumptions; Critical judgments in the Application of
Accounting Policies
The preparation of the Consolidated Financial Statements requires management to make estimates
and assumptions that may influence the application of accounting principles within the Group and
affect the valuation and presentation of reported figures. Actual amounts could differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Adjustments to
accounting estimates are recognized in the period in which the estimate is revised if the change
affects only that period or in the period of the revision and subsequent periods if both periods
are affected.
(3) New Standards and Interpretations
The International Accounting Standards Board (IASB) and the International Financial Reporting
Interpretations Committee (IFRIC) have issued standards and interpretations whose application is
not yet mandatory in the reporting period. The application of some of these standards and
interpretations is at the present time still subject to adoption by the EU, which remains
outstanding.
IFRS 8, Operating Segments"
In
November 2006, the IASB issued IFRS 8, Operating Segments (IFRS 8), which contains new
requirements for a companys disclosure about its operating segments. IFRS 8 replaces IAS 14 and
adopts almost completely the requirements of Statement of Financial Accounting Standards (SFAS)
131, Disclosures about Segments of an Enterprise and Related Information (SFAS 131), the
corresponding accounting standard under U.S. GAAP. The management approach required by IFRS
designates that the internal reporting organization used by management for making operating
decisions and assessing performance should be used as the source for presenting a companys
reportable segments. The standard is to be applied for fiscal years beginning on or
44
Interim
Report II/2007
after
January 1, 2009; earlier application is encouraged. However, it has not been
transferred by the EU into European law yet. Thus, E.ONs intention to voluntarily apply IFRS 8
earlier than required was not executed within this Interim Report.
IAS
23, Borrowing Costs
In March 2007, the IASB issued revised IAS 23, Borrowing Costs (IAS 23). IAS 23
eliminates the option of recognizing borrowing costs immediately as an expense, to the extent that
they are directly attributable to the acquisition, construction or production of a qualifying
asset. Capitalization of such directly attributable borrowing costs is now mandatory. The revised
standard applies to borrowing costs relating to qualifying assets for which the commencement date
for capitalization is on or after January 1, 2009. However, the standard has not been transferred
by the EU into European law yet. Revised IAS 23 has no impact for E.ON as E.ON capitalizes
borrowing costs as a part of the cost of acquisition or construction.
IFRIC 11, IFRS 2-Group and Treasury Share Transactions
IFRIC 11, IFRS 2Group and Treasury Share Transactions (IFRIC 11), addresses how to apply
IFRS 2 to share-based payment arrangements in which an entitys own equity instruments or equity
instruments of another company in the same group are granted. IFRIC 11 requires share-based
compensation systems in which a company receives goods or services as consideration for its own
equity instruments to be accounted for as equity-settled share-based payment transactions. IFRIC 11
further provides guidance on how share-based compensation systems in which a parent companys
equity instruments are granted should be accounted for at a member of a group of companies. IFRIC
11 is to be applied for fiscal years beginning on or after
March 1, 2007. The share-based payment
arrangements established within the E.ON Group are not subject to IFRIC 11 because they are
cash-settled. Accordingly, the initial application of IFRIC 11 will not have any effect on the
Consolidated Financial Statements.
IFRIC
12, Service Concession Arrangements
IFRIC 12, Service Concession Arrangements (IFRIC 12), governs accounting for arrangements
in which a government or other public-sector institution (grantor) grants contracts to private
companies (grantees) for the performance of public services. In performing these services, the private company uses infrastructure that continues to
be owned by the government/public-sector institution. The private company is responsible for the
construction, operation, and maintenance of the infrastructure. IFRIC 12 is to be applied for
fiscal years beginning on or after January 1,2008; however, it has not yet been transferred by the
EU into European law. E.ON is currently evaluating the effects of first-time application of IFRIC
12 on the Consolidated Financial Statements.
IFRIC
13, Customer Loyalty Programmes
IFRIC
13, Customer Loyalty Programmes (IFRIC 13), addresses accounting by entities that
grant loyalty award credits. The interpretation clarifies how such entities should account for
their obligations to provide free or discounted goods or services to customers who redeem award
credits. IFRIC 13 is to be applied for fiscal years beginning on or
after July 1, 2008. However, the
interpretation has not been transferred by the EU into European law yet. The adoption of IFRIC 13
is not expected to have a material impact on E.ONs Consolidated Financial Statements.
IFRIC 14, IAS 19-The Limit on a Defined Benefit Asset, Minimum Funding Requirements and
their Interaction
IFRIC 14, IAS 19The Limit on a Defined Benefit Asset, Minimum
Funding Requirements and their Interaction (IFRIC 14), provides general guidance on how to assess the limit in IAS 19 on the
amount of the surplus that can be recognized as an asset. It also explains how the pension asset or
liability for defined benefit plans may be affected when there is a statutory or contractual
minimum funding requirement. Under IFRIC 14 no additional liability needs to be recognized by the
employer unless the contributions that are payable under the minimum funding requirement cannot be
returned to the company. The interpretation is mandatory for fiscal years beginning on or after
January 1, 2008; however, it has not yet been transferred by the EU into European law. E.ON is
currently evaluating the effects of the first-time application of IFRIC 14 on the Consolidated
Financial Statements.
45
Interim
Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
(4) Scope of Consolidation
The number of consolidated companies changed as follows during the reporting period:
In addition, 168 companies have been accounted for under the equity method as of June
30, 2007 (December 31, 2006: 168).
(5) Disposals and Discontinued Operations
Disposals and Discontinued Operations in 2007
U.S. Midwest
WKE
Through Western Kentucky Energy Corp. (WKE), Henderson, Kentucky, USA, E.ON U.S. has a
25-year lease on and operates the generating facilities of Big Rivers Electric Corporation
(BREC), a power generation cooperative in western Kentucky, and a coal-fired facility owned by
the city of Henderson, Kentucky, U.S.
In March 2007, E.ON U.S. entered into a termination agreement with BREC to terminate the lease and
the operational agreements for nine coal-fired and one oil-fired electricity generation units in
western Kentucky, which were held through its wholly-owned subsidiary WKE.
The closing of the agreement is subject to a number of conditions, including review and approval by
various regulatory agencies and acquisition of certain consents by other interested parties.
Subject to such contingencies, the parties are working on completing the termination transaction
during 2007. WKE therefore continues to be classified as a discontinued operation, just as in 2006.
The tables below provide selected financial information from the discontinued WKE operations in the
U.S. Midwest segment for the periods indicated:
In addition in the first half of 2007, there were gains from the discontinued operations in the
Companys former Viterra segment totaling 6 million as well as losses from the sale of the
former Oil segment amounting to 13 million.
ONE
In June 2007, E.ON and its partners Telenor and Tele Danmark signed a contract to sell their shares
in the Austrian telecommunications company ONE GmbH (ONE), Vienna, Austria, to a consortium of
bidders consisting of France Télécom and the financial investor Mid Europa Partners. The proceeds
from the sale of E.ONs 50.01 percent interest in ONE including the consideration for the
shareholder loans granted totals roughly 550 million. E.ON will realize a gain from the
transaction in the amount of approximately 330 million. The closing, which is subject to the
approval by the responsible authorities, is expected to take place during 2007. As of the end of
June 2007, ONE was classified as asset held for sale.
46
Interim Report II/2007
Discontinued Operations in 2006
In addition to WKE, E.ON Finland and Degussa were classified as discontinued operations in
2006.
Nordic
E.ON Finland
In June 2006, E.ON Nordic and the Finnish energy group Fortum Power and Heat Oy (Fortum)
finalized the transfer to Fortum of all of E.ON Nordics shares in E.ON Finland. The purchase price
for the 65.56 percent stake totaled approximately 390 million. E.ON Finland was classified as a
discontinued operation in mid-January 2006.
The table below provides selected financial information from the discontinued operations of
the Nordic segment for the periods indicated:
Degussa
As part of the implementation of the framework agreement entered into at the end of 2005 by
E.ON AG and RAG AG (RAG), Essen, Germany, on the sale of the stake in Degussa AG
(Degussa), Düsseldorf, Germany, held by E.ON (42.9 percent), this stake was transferred
into the RAG Projektgesellschaft in March 2006. E.ONs stake in RAG Projektgesellschaft was then
forward sold. The forward sales agreement was executed at the beginning of July, resulting in the
completion of the disposal of the remaining Degussa stake. The purchase price was paid at the end
of August 2006. The transaction resulted in a gain of 981 million, which was subsequently
adjusted for the intercompany gain attributable to E.ONs minority interest in RAG (39.2 percent).
A gain of 596 million was thus realized from the transfer and the subsequent sale.
As the
interest in Degussa qualified as a discontinued operation under IFRS
5, Non-current Assets
Held for Sale and Discontinued Operations (IFRS 5), this gain is reported as income from
discontinued operations in E.ONs Consolidated Financial Statements along with E.ONs equity in
Degussas first quarter earnings in 2006 of 37 million. In total, a gain of 633 million was
recognized for Degussa.
(6) Research and Development Costs
Research and development costs in the E.ON Group amounted to 12 million in the first six
months of 2007 (first six months of 2006: 7 million).
(7) Financial Results
The following table provides details of financial results for the periods indicated:
47
Interim Report 11/2007
Notes to the Condensed Consolidated Interim Financial Statements
(8) Earnings per Share
The computation of earnings per share for the periods indicated is shown below:
The computation of diluted EPS is identical to basic EPS, as E.ON AG does not have any dilutive
securities.
(9) Goodwill
During the period indicated, the
carrying amount of goodwill changed as
follows in each of E.ONs segments:
(10) Financial Assets
The Companys financial assets consisted of the following:
48
Interim Report II/2007
(11) Treasury Stock
As of
June 30, 2007, E.ON AG held 4,227,368 treasury shares (December 31, 2006: 3,930,537).
The increase results from the share buyback program started on
June 27, 2007, as well as from the
acquisition of shares designated for resale to employees as part of an employee stock purchase
program. Another 28,472,194 shares of E.ON stock continue to be held by an E.ON subsidiary. E.ON
thus held 4.7 percent of its capital stock as treasury shares as of the balance sheet date. For
further information on the share buyback program, please see Note 16.
(12) Dividends Paid
On May 3,2007, the shareholders in the Annual Shareholders Meeting voted to distribute a
dividend of 3.35 for each dividend-paying ordinary share, a 0.60 increase from the previous
dividend paid in 2006 (excluding a special dividend of 4.25 per share in 2006). This
corresponds to a total dividend paid of 2,210 million.
(13) Provisions for Pensions and Similar Obligations
Pension provisions decreased compared to year-end 2006 primarily due to actuarial gains
resulting from higher discount rates.
During the first six months of 2007,
contributions to increase the percentage of
obligations funded by plan assets of
approximately 384 million were made, of
which approximately 268 million and 81
million are attributable to the Contractual
Trust Arrangement for German subsidiaries and
to the U.S. Midwest market unit, respectively.
The funded status, which is equal to the difference between the defined benefit obligation and the
fair value of plan assets, is reconciled with the amounts recognized within the Consolidated
Balance Sheets as shown in the following table:
The net periodic benefit cost for defined benefit plans is as follows:
49
Interim
Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
(14) Segment Information
The reportable segments of the E.ON Group are presented in line with the Companys internal
organizational and reporting structure.
|
|
The Central Europe market unit operates E.ONs integrated
electricity business and downstream gas business in
Central Europe. |
|
|
|
Pan-European Gas is responsible for the European up-stream and midstream gas business. Moreover, this
market unit holds predominantly minority shareholdings
in the downstream gas business. |
|
|
|
The U.K. market unit encompasses the integrated energy
business in the United Kingdom. |
|
|
|
The Nordic market unit focuses on the integrated energy
business in Northern Europe. |
|
|
|
The U.S. Midwest market unit is primarily active in the
regulated energy market in the U.S. state of Kentucky. |
|
|
|
The Corporate Center contains the interests managed
directly by E.ON AG, E.ON AG itself, and consolidation
effects at the Group level. |
Under IFRS, E.ON is required to report under discontinued operations those operations of a
reportable or operating segment, or of a component thereof, which either have been disposed of or
are classified as held for sale. In the first six months of 2007, this applied to WKE, which is
held for sale. In the first six months of 2006, in addition to WKE, E.ON Finland and Degussa were
also held for sale and were sold in June and August 2006, respectively. For the purposes of our
business segment reporting, our results for the period ended June 30, 2007, and for the prior-year
period do not include the results of our discontinued operations (see the commentary on page 40).
50
Interim
Report II/2007
Adjusted EBIT, E.ONs key figure for purposes of internal management control and as an
indicator of a businesss long-term earnings power, is derived from income/loss (-) from continuing
operations before income taxes and interest income and adjusted to exclude certain special items.
The adjustments include adjusted interest expense (net), net book gains, and other nonoperating
earnings.
Adjusted interest expense (net) is calculated by taking the interest and similar expenses (net)
recorded in the Consolidated Statements of Income and adjusting it using economic criteria and
excluding certain special items (that is, the portions of interest expense that are nonoperating).
Net book gains are equal to the sum of book gains and book losses from disposals included in other
operating income and expenses. Other nonoperating earnings consists of other nonoperating income
and expenses of a nonrecurring or rare nature. Depending on the case, such income and expenses may affect different line items of the Consolidated
Statements of Income. For example, effects from the marking to market of derivatives are recorded
under other operating income and expenses, while impairment charges on property, plant, and
equipment are recorded under depreciation, amortization, and impairment charges.
Page 8 in the Interim Group Management Report of this Interim Report contains a detailed
reconciliation of adjusted EBIT to net income. Due to the adjustments made, our financial
information by business segment may differ from the corresponding IFRS figures.
51
Interim
Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
(15) IFRS Reconciliation and Interim Financial Statements of the E.ON Group for the
First Half of 2007
Explanatory Notes Concerning the Transition of Group Accounting Policies to International Financial
Reporting Standards
E.ON will prepare its first Consolidated Financial Statements in accordance with IFRS for
December 31, 2007. These financial statements will also include comparable financial statements for
the fiscal year ended December 31, 2006. The effective date of the E.ON Groups IFRS Consolidated
Opening Balance Sheet is January 1, 2006 (the date of transition to IFRS according to IFRS 1).
According to IFRS 1, the first IFRS Consolidated Financial Statements must use recognition and
measurement principles that are based on standards and interpretations that are mandatory at
December 31, 2007, the date of first-time preparation of Consolidated Financial Statements according
to IFRS, provided these have been published effective
December 31, 2007, and adopted by the EU.
These accounting and measurement principles must be applied retrospectively to the date of
transition to IFRS and for all periods presented within the first IFRS Consolidated Financial
Statements.
Any resulting differences between the carrying amounts of assets and liabilities according to IFRS
as of January 1, 2006, compared with those presented in the U.S. GAAP Consolidated Balance Sheet as
of December 31, 2005, were recognized in equity within the IFRS opening balance sheet.
The
Interim Financial Statements for the six months ended June 30, 2007, have been prepared in
accordance with all IFRS effective and adopted for use in the EU as of the end of the interim
period.
As the IASB may issue additional pronouncements prior to the preparation of the Consolidated
Financial Statements for the year ending December 31, 2007, whose application is mandatory or which
E.ON may elect to apply prematurely, the IFRS applied to the 2007 year-end financial statements may
deviate in some respects from the standards utilized within the Interim Financial Statements for
the six months ended June 30, 2007.
As provided for by IFRS 1, E.ON has applied the mandatory exceptions as well as certain optional
exemptions described in the following text to the retrospective application of IFRS.
Explanation of the IFRS 1 Exemptions Applied by E.ON
In the
IFRS Consolidated Opening Balance Sheet as of January 1, 2006, the carrying amounts of
assets and liabilities from the U.S. GAAP balance sheet as of
December 31, 2005, are generally
recognized and measured according to those IFRS regulations in effect on December 31, 2007. For
certain individual cases, however, IFRS 1 provides for optional exemptions to the general principle
of retrospective application of IFRS. The following discussion describes the exemptions that E.ON
has made use of in preparing its IFRS Consolidated Opening Balance Sheet.
Business Combinations
E.ON has elected to utilize the option under IFRS 1 not to apply the provisions of IFRS 3
retrospectively to business combinations that took place prior to the transition to IFRS. The
presentation of these business combinations according to U.S. GAAP was maintained. In general, all
of those assets and liabilities that were acquired in a business combination and that fulfill the
IFRS recognition criteria must be recognized in the IFRS consolidated opening balance sheet.
Furthermore assets and liabilities that were not recognized under U.S. GAAP but are subject to
recognition under IFRS are recognized in the IFRS opening balance sheet. Any resulting adjustment
amounts are recognized in retained earnings with no effect on net income unless they pertain to
intangible assets whereby an adjustment of the goodwill determined under U.S. GAAP would be
required. As no adjustment for intangible assets was required relating to such business
combinations, the goodwill previously reported under U.S. GAAP was maintained in E.ONs opening
balance sheet under IFRS.
Goodwill must be tested for impairment at the time of transition to IFRS. No impairment was
determined by E.ON at the time of transition.
52
Interim Report II/2007
Cumulative Translation Differences
E.ON has elected to utilize the exemption
provided for under IFRS 1 whereby the unrealized cumulative translation differences resulting from
the translation of financial statements into the reporting currency of E.ON and previously reported
within other comprehensive income, may be recognized in full at the time of transition to IFRS
within equity.
In a subsequent disposal of an enterprise, only those foreign currency translation differences that
were recognized in equity after the preparation of the opening balance sheet, are recognized in the
gain or loss on disposal.
Significant Effects of Transition from U.S. GAAP to IFRS
The following reconciliations and their associated explanatory notes provide an overview of the
effects of transition to IFRS. The adjustments are presented in the following sections:
|
|
Equity as of January 1, 2006 |
|
|
|
Equity as of June 30, 2006 |
|
|
|
Equity as of December 31, 2006 |
|
|
|
Net income for the interim period from January 1, 2006, through June 30, 2006 |
|
|
|
Net income for the second quarter from April 1, 2006, through June 30, 2006 |
|
|
|
Net income for the fiscal year from January 1, 2006, through December 31, 2006 |
Reconciliation of Equity
a) Changes in the Presentation of Minority Interests
Under IFRS, minority interests of
third parties in the Group are reported as part of equity. Under U.S. GAAP, minority interests are
reported separately from shareholders equity.
b) Effects of IAS 32
Put Options on Minority Interests
Financial instruments for which a
right of repayment exists for the investor do not constitute equity instruments under the IFRS
definition of equity. E.ON has made conditional and unconditional commitments to certain minority
shareholders to acquire the outstanding shares. As a result, a liability in the amount of the
present value of the future exercise price must be reported. This reclassification from equity is
irrespective of the probability of exercise and is reported separately within minority interests.
Under U.S. GAAP, these potential commitments are generally reported similar to derivatives at fair
value.
53
Interim Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
Minority Interests in German Partnerships
Under German corporate law, shareholders
of a German partnership have a statutory, non-excludable right of termination. Under IAS 32, this
right of termination causes the minority interests in the Group to be considered repayable.
Accordingly, a corresponding liability at the present value of the expected settlement amount must
be reclassified from equity, irrespective of the probability of exercise. The reclassification is
reported separately within minority interests.
Under U.S. GAAP, these partnership interests are shown under minority interests.
In total, these effects resulted in a reduction in equity of 3,249 million within the opening
balance sheet (June 30,
2006: 2,643 million; December 31, 2006: 2,780 million).
c) Inventories
Under U.S. GAAP, gas inventories were generally measured at LIFO. Under IAS 2, Inventories
(IAS 2), this measurement method is not allowed. The adjustment to average-cost measurement of
gas inventories resulted in an increase in equity of 134 million within the opening balance
sheet (June 30, 2006: 336 million; December 31, 2006: 348 million).
d) Pensions and Similar Obligations
Both U.S. GAAP and IFRS require the formation of provisions for pension obligations.
Differences in the opening balance sheet in the values recognized under IAS 19, and SFAS No. 87,
Employers Accounting for Pensions (SFAS 87), resulted in particular from the election to
recognize all cumulative actuarial gains and losses in equity under IFRS. As part of the
transition, the intangible pension asset and the prepaid pension asset as well as the additional
minimum liability were eliminated. As a result, equity decreased by 1,391 million within the
opening balance sheet (June 30, 2006: 122 million;
December 31, 2006: 81 million). Due to
actuarial gains recognized directly in equity under IFRS the difference decreased by June 30, 2006.
The further decline by December 31, 2006 is predominantly due to the first-time application of SFAS
158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plansan amendment
of FASB Statements No. 87, 88, 106, and 132(R) (SFAS 158), which also requires recognition of
actuarial gains and losses within equity.
e) Other Provisions
Under IFRS, long-term provisions must generally be discounted at the market interest rate
applicable as of the respective balance sheet date if the interest rate effect (the difference
between present value and repayment amount) resulting from discounting is material. In contrast,
U.S. GAAP sets more stringent requirements with regard to discountability, with the result that
under IFRS, more provisions are recognized at their lower present values.
A further difference exists with regard to the subsequent measurement of provisions for asset
retirement obligations. Under both U.S. GAAP and IFRS, the acquisition or production costs of
property, plant and equipment must be increased to include future asset retirement cost. The
increased amount is amortized over the useful life of the corresponding asset. Each subsequent
remeasurement of the provision under IFRS leads to an increase or a reduction of the entire cost of
the asset to be decommissioned, while a remeasurement under U.S. GAAP leads to an increase or a
reduction of only the asset retirement cost. Remeasurements of this type only affect the income
statement if a reduction of the provision causes the carrying amount of the corresponding asset
(or, under U.S. GAAP, the asset retirement cost portion) to be reduced to zero; in this case, each
further reduction of the provision is recognized in income. As a consequence of the different
definitions of the corresponding asset items, remeasurements of asset retirement obligations are
less frequently recognized within the income statement under IFRS than under U.S. GAAP.
A further reduction in equity resulted from the different treatment of the bonus features
(Aufstockungsbeträge) of early retirement arrangements under IFRS.
In total, the differences in the accounting for other provisions resulted in a reduction in equity
of 43 million within the opening balance sheet (June 30, 2006: 55 million; December 31,
2006: 129 million).
54
Interim Report II/2007
f) Derivatives
Further differences exist with regard to the definition of a derivative. Under U.S. GAAP, there
are industry-specific exceptions for power-plant-specific supply contracts that are unknown under
IFRS. This means that the definition of a derivative encompasses more contracts under IFRS.
In the case of embedded derivatives in certain supply and sale contracts, IFRS provides for the
possibility of measuring only the embedded derivative, while reporting the non-derivative portion
as a pending transaction. This is an exception for own use contracts. Under U.S. GAAP, the
existence of an embedded derivative in these contracts gives rise to fair value reporting through
income for the contract as a whole. Further effects arise from the definition of a derivative with
regard to net settlement and market liquidity.
In total, these effects resulted in a reduction in equity of 566 million within the opening
balance sheet (June 30, 2006: 389 million; December 31, 2006: increase of 226 million).
g) Valuation of Available-for-Sale Financial Instruments
Under U.S. GAAP, non-marketable equity instruments are accounted for at cost. Under IFRS, all
equity instruments must be reported at fair value to the extent that the fair value can be reliably
determined. This applies even if an exchange quotation or another publicly available market price
does not exist. Unrealized gains and losses from available-for-sale financial instruments, with the
exception of impairment charges are reported in equity and reclassified when realized. The fair
value measurement of available-for-sale equity instruments resulted in an increase in equity of
377 million within the opening balance sheet (June 30, 2006: 362 million; December 31,
2006: 370 million).
h) U.S. Regulation
Accounting for E.ONs regulated utility businesses, Louisville Gas and Electric Company,
Louisville, Kentucky, U.S., and Kentucky Utilities Company, Lexington, Kentucky, U.S., of the U.S.
Midwest market unit, conforms to U.S. generally accepted principles as applied to regulated public
utilities in the United States of America. These entities are subject to SFAS No. 71, Accounting
for the Effects of Certain Types of Regulation (SFAS 71), under which certain costs that would
otherwise be charged to expense are deferred as regulatory assets
based on expected recovery of such costs from customers in future rates approved by the relevant
regulator. Likewise, certain credits that would otherwise be reflected as income are deferred as
regulatory provisions. The current or expected recovery by the entities of deferred costs and the
expected return of deferred credits is generally based on specific rate-making decisions or
precedent for each item. The regulatory assets and liabilities under U.S. GAAP do not fulfill the
recognition criteria for assets and liabilities under IFRS. As a result, these regulatory assets
and liabilities were offset against equity and resulted in an increase in equity of 403 million
within the opening balance sheet (June 30, 2006: 398 million; December 31, 2006: 279
million).
i) Income Taxes
Compared with U.S. GAAP, the adjustments described above result in changes in temporary
differences between IFRS carrying amounts and tax-basis values and, accordingly, to changes in
deferred taxes.
Furthermore, under IAS 12, deferred taxes arising from investments in subsidiaries and associates
(outside basis differences) are not recognized to the extent that the investor is able to control
the timing of the reversal of the temporary difference and to the extent that it is probable that
the temporary differences will not reverse in the foreseeable future.
Both of these effects had a significant impact on the effective tax rate applied for measuring
quarterly taxes so that the material differences between IFRS and U.S. GAAP as of June 30, 2006 are
due to different effective tax rates.
In total, these effects resulted in an increase in equity within the opening balance sheet of
800 million (June 30, 2006: 63 million; December 31, 2006: 223 million).
55
Interim Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
j) Other
Leasing
In a manner analogous to EITF 01-8, Determining Whether an Arrangement Contains a Lease
(EITF 01-8), IFRIC 4 provides for the reporting of embedded leases. IFRIC 4 requires
retrospective application whereas the equivalent provisions of EITF 01-8 under U.S. GAAP had to be
applied prospectively as of May 28, 2003. The positive effect of this application on equity
amounted to 90 million within the opening balance sheet (June 30, 2006: 90 million;
December 31, 2006: 125 million).
Change in Scope of Consolidation
One gas storage company in the Pan-European Gas market
unit must be additionally consolidated under IFRS. The obligation to consolidate arises from SIC
Interpretation 12, ConsolidationSpecial Purpose Entities (SIC 12), since E.ON has a right to
obtain the majority of this companys benefits and is thereby exposed to the majority of its
business risks. The U.S. GAAP criterion of asymmetric distribution of opportunities and risks under
Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 46 (revised December
2003), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (FIN 46R),
is not met. Moreover, there are significant protective rights for minority shareholders, meaning
that control in the context of U.S. GAAP is not present. The consolidation of the gas storage
company resulted in an increase in equity of 81 million in the opening balance sheet (June 30,
2006: 75 million; December 31, 2006: 70 million).
Impairment
Under U.S. GAAP, the first step in the impairment testing of property, plant and equipment and
intangible assets is to determine whether the carrying amount of the asset or group of assets being
tested may not be recoverable. The carrying amount is not recoverable if it exceeds the estimated
future undiscounted cash flows arising from the use of the asset or group of assets tested. In such
a case, the second step is to recognize an impairment charge in the amount of the difference
between the previous carrying amount and the lower
fair value. Under IFRS no two-step approach exists. The carrying amount of the asset being tested
is compared with its recoverable amount, which is the higher of an assets value in use and its
fair value less costs to sell. If the carrying amount exceeds the corresponding recoverable amount,
an impairment charge is recognized in the amount of the difference. In the fourth quarter of 2006,
impairment charges in the amount of 186 million were recognized in accordance with IFRS on
property, plant and equipment and intangible assets at the U.K. market unit. No impairment was
necessary under U.S. GAAP because the undiscounted cash flows exceeded the carrying amounts of the
assets. As of December 31, 2006, this resulted in a decrease in equity under IFRS of 186
million.
Degussa
Furthermore, the conversion to IFRS of our interest in Degussa within the opening balance sheet
as well as the subsequent related impacts during 2006 from the application of the equity method and
the accounting for the disposal of Degussa under IFRS resulted in the following impacts on equity:
January 1, 2006: 31 million; June 30, 2006: 866 million; December 31, 2006: 142
million. The significant fluctuation during 2006 results from the mark-to-market valuation of the
forward contract entered into in the first quarter 2006 in conjunction with the sale of our
interest in Degussa which was executed in July 2006. Unlike IFRS, this contract does not meet the
definition of a derivative under U.S. GAAP and therefore was previously not recognized at fair
value.
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Interim Report II/2007
Reconciliation of Net Income
a) Changes in the Presentation of Minority Interests
Consistent with the change in
presentation within the balance sheet, minority interests are reported directly in equity under
IFRS as part of the allocation of earnings. Under U.S. GAAP, minority interests in earnings are
reported within the calculation of net income.
b) Effects of IAS 32
Put Options on Minority Interests
Financial instruments for which a right of repayment exists
do not constitute equity instruments under the IFRS definition of equity. E.ON has made conditional
and unconditional repurchase offers to certain minority shareholders to acquire the outstanding
shares. Correspondingly, a liability in the amount of the present value of the future exercise
price must be reported, irrespective of the probability of exercise. The accretion expense for the
liability is shown in interest income. The minority interest remains part of the earnings
allocation reported directly within equity under IFRS.
Under U.S. GAAP, these potential commitments are generally reported at fair value similar to
derivatives. Minority interests are included in the calculation of net income.
Minority Interests in German Partnerships
Under German corporate law, shareholders of a
German partnership have a statutory, non-excludable right of termination. Under IAS 32, this right
of termination causes the minority interests in the Group to be considered repayable. Accordingly,
a corresponding liability in the present value of the expected settlement amount must be
reclassified from minority interests. The shares in earnings to which the minority shareholders are
entitled as well as the accretion expense for the liability must be shown as interest expense.
Other changes in the value of the liability are reported as other operating income and expenses.
Under U.S. GAAP, these partnership interests are shown under minority interests. The share in
earnings to which these minority shareholders are entitled is still shown as minority interests in
earnings and included in the calculation of net income.
These effects resulted in a decrease of net income by 121 million for the year ended December
31, 2006 (second quarter 2006: 14 million; first half 2006: 39 million).
57
Interim Report II/2007
Notes to the Condensed Consolidated Interim Financial Statements
c) Inventories
The adjustment from LIFO measurement of gas inventories as was generally applied under U.S.
GAAP to average-cost measurement under IFRS resulted in an increase in net income of 214
million for the year ended December 31, 2006 (second quarter 2006: 4 million; first half 2006:
201 million).
d) Pensions and Similar Obligations
E.ON has elected the option under IAS 19 to recognize all actuarial gains and losses within
equity with no further amortization through net income as required under U.S. GAAP.
As a result, net income increased by 118 million for the year ended December 31, 2006 (second
quarter 2006: 26 million; first half 2006: 60 million).
e) Other Provisions
The differences in the accounting treatment of other provisions described in connection with
the reconciliation of equity resulted in a reduction in net income of 78 million for the year
ended December 2006 (second quarter 2006: 4 million; first half 2006: 12 million). The
increased charge as of the end of the fiscal year is primarily due to early retirement agreements
at the Central Europe market unit.
f) Derivatives
Under U.S. GAAP, there are industry-specific exceptions for power-plant-related supply
contracts that are unknown under IFRS. This means that the definition of a derivative encompasses
more contracts under IFRS.
In the case of embedded derivatives in certain supply and sale contracts, IFRS provides for the
possibility of measuring only the embedded derivative, while reporting the non-derivative portion
as a pending transaction. Under U.S. GAAP, the existence of an embedded derivative in these
contracts gives rise to fair value reporting through income for the contract as a whole. Further
effects arise from the definition of a derivative with regard to net settlement and market
liquidity.
The total increase in net income for the year ended December 31, 2006, attributable to these
circumstances was 791 million (second quarter 2006: 178 million; first half 2006: 173
million).
g) Valuation of Available-for-Sale Financial Instruments
Under IFRS, the foreign currency translation effects from monetary financial instruments
classified as available-for-sale are recognized in income to the extent to which they are related
to acquisition costs. Under U.S. GAAP, these effects are classified as other comprehensive income,
along with all other changes in fair value. For the year ended December 31, 2006, this resulted in
a decrease in net income of 55 million (second quarter 2006: 21 million; first half 2006:
33 million).
h) U.S. Regulation
The regulatory assets and liabilities under U.S. GAAP do not fulfill the recognition criteria
for assets and liabilities under IFRS. Immediate recognition in the income statement of the
resulting income and expenses resulted in an increase in net income of 9 million for the year
ended December 31, 2006 (second quarter 2006: 5 million; first half 2006: 24 million).
i) Income Taxes
During the 2006 fiscal year, the above deviations in income, particularly with respect to
pensions, resulted in changes of deferred taxes that reduced net income.
Furthermore, under IAS 12, deferred taxes arising from investments in subsidiaries and associates
(outside basis differences) are not recognized to the extent that the investor is able to control
the timing of the reversal of the temporary difference and to the extent that it is probable that
the temporary differences will not reverse in the foreseeable future. In comparison with U.S.
GAAP, this resulted in an increase in net income under IFRS.
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Interim Report II/2007
Both of these effects had a significant impact on the effective tax rate applied for
measuring quarterly taxes so that the material differences between IFRS and U.S. GAAP in the first
half 2006 are due to different effective tax rates.
Overall the changes in income taxes resulted in a reduction of net income during the year ended
December 31, 2006, of 363 million (second quarter 2006: 216 million; first half 2006:
288 million).
j) Other
A further difference results from the conversion to IFRS of our interest in Degussa both with
respect to the equity results as well as the book gain calculated upon disposal in 2006. The
conversion led to an increase in net income of 205 million for the year ended December 31, 2006
as well as for the first half 2006. This was offset by an impairment charge of 186 million at
the U.K. market unit recognized only under IFRS in the fourth quarter 2006.
Cash Flow Adjustments
As a result of the conversion to IFRS, E.ON ´s first half 2006 cash flows from operating,
investing and financing activities were adjusted by 12 million, 17 million and 4
million (2006: 33 million, 44 million and 10 million) compared to U.S. GAAP,
respectively. These insignificant adjustments result from differences in the scope of
consolidation and the accounting for leasing in connection with IFRIC 4.
(16) Subsequent events
Within its share buyback program started on June 27, 2007, E.ON repurchased 8,922,473 own
shares at an average price of 119.41 per share, of which 246,865 are included in these
Consolidated Financial Statements. Up to now, this corresponds to a 1.29-percent-buyback of E.ONs
capital stock at an acquisition cost of 1,065 million. The company plans to buy back stock
worth approximately 7 billion by the end of 2008, half of it in 2007. The goals of the share
buy back are to optimize E.ONs capital structure as well as to make E.ON shares more attractive.
In late July, E.ON concluded a purchase agreement with Shell to acquire 28 percent of Skarv and
Idun, two important Norwegian natural gas fields, for $893 million (approximately 650 million).
E.ONs share of the investments for developing the fields will be about $1.4 billion. Plans call
for gas production to begin in 2011. E.ONs share of these fields production will be about 1.4
billion cubicmeters of natural gas per year for at least ten years. The sale is subject to the
relevant Norwegian regulatory approval and is expected to be completed by the end of 2007.
In early August 2007, E.ON acquired Energi E2 Renovables Ibéricas (E2-I), a wind farm operator,
from the Danish utility Dong Energy at a purchase price of 722 million. This acquisition
enables E.ON to greatly expand its wind power business. The purchase price includes 256 million
for the assumption of existing net debt. Currently, E2-I generates electricity in Spain and
Portugal from renewables with a total capacity in operation of about 260 MW. Most of its assets are
state-of-the-art wind farms. The remainder are small-scale hydroelectric and biomass generating
units. Further wind farms totaling approximately 560 megawatt are already being planned at
particularly favourable locations on the Iberian peninsula; they are planned for completion in the
next four years.
On August 7, 2007, E.ON, ThyssenKrupp and RWE came to an agreement with the foundation
RAG-Stiftung to sell their shares in RAG Aktiengesellschaft to the RAG-Stiftung. The three
shareholding companies hold a total of 90 percent of the share capital. The blocks of shares are
expected to be transferred on November 30, 2007, for a price of 1 each.
(17) Group Auditor Review
The Consolidated Interim Financial Statements as of June 30, 2007 and 2006 as well as the
opening balance sheet as of January 1, 2006 and the Consolidated Financial Statements as of
December 31, 2006 have been reviewed by our independent auditors.
59
Interim Report II/2007
Other Explanations Concerning the IFRS Reconciliations
In addition to the explanations in Note 15 concerning the
reconciliation of equity and net income, the following describes
the effects of the transition to IFRS on other important key
financial figures.
Reconciliation of Adjusted EBIT
The reconciliation of adjusted EBIT from U.S. GAAP to IFRS
for the second quarter 2006, the first half 2006 as well as for
the year ended December 31, 2006 is presented in the following
tables:
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Interim Report II/2007
The increase in adjusted EBIT according to IFRS is primarily due to the change in
measurement of gas inventories from LIFO under U.S. GAAP to average-cost measurement under IFRS. An
additional positive effect results from the reduction of the expense for pensions compared with
U.S. GAAP which is primarily due to the elimination of the amortization of actuarial gains and
losses in the income statement. The immediate recognition in income of U.S. regulatory assets and
liabilities recognized in accordance with U.S. GAAP within the U.S. Midwest market unit also led to
an increase in adjusted EBIT.
These positive effects were offset by the negative impact of differences in the accounting for
other provisions. As required under IFRS, the adjusted EBIT of the other activities which was
attributable to the equity earnings of E.ONs share in Degussa under U.S. GAAP, has been
reclassified to discontinued operations.
For a detailed explanation of these effects see the description in Note 15 of the reconciliation of
equity and net income.
Reconciliation of Adjusted Net Income
The following table describes the reconciliation from U.S. GAAP to IFRS of adjusted net income
for the second quarter 2006, the first half 2006 as well as for the entire 2006 fiscal year:
The definition and reconciliation of net
income to adjusted net income under IFRS is
presented on page 9.
In addition to the differences in adjusted EBIT,
the increase in adjusted net income as compared
with U.S. GAAP, especially for the year ended
December 31, 2006, is due primarily to the
differences in adjusted interest income which
results mainly from the differences in the
accounting treatment of other provisions which
are described in Note 15.
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Reconciliations of Adjusted EBIT and Adjusted Net Income for the year 2006 and the US-GAAP
figures for the period January 1 to June 30, 2006
Financial Calendar
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November 13, 2007
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Interim Report: January September 2007 |
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March 6, 2008
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Release of 2007 Annual Report |
April 30, 2008
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2008 Annual Shareholders Meeting |
May 2, 2008
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Dividend Payout |
May 14, 2008
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Interim Report: January March 2008 |
August 13, 2008
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Interim Report: January June 2008 |
November 12, 2008
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Interim Report: January September 2008 |
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For more information about E.ON: |
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Corporate Communications |
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E.ON AG |
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E.ON-Platz 1 |
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40479 Düsseldorf |
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Germany |
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T +49 (0)211-45 79-4 53 |
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F +49 (0)211-45 79-5 66 |
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info@eon.com |
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www.eon.com |
Only the German version of this Interim Report is legally binding.
This Interim Report contains certain forward-looking statements that are subject to risk and
uncertainties. For information identifying economic, currency, regulatory, technological,
competitive, and some other important factors that could cause actual results to differ materially
from those anticipated in the forward-looking statements, you should refer to E.ONs filings to the
Securities and Exchange Commission (Washington, DC), as updated from time to time, in particular to
the discussion included in the sections of the E.ON 2006 Annual Report on Form 20-F entitled Item
3. Key Information: Risk Factors, Item 5. Operating and Financial Review and Prospects, and
Item 11. Quantitative and Qualitative Disclosures about Market Risk.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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E.ON AG |
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Date: August 15, 2007
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By:
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/s/ Michael C. Wilhelm
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Michael C. Wilhelm
Senior Vice President
Accounting |
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