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Contents
Company Board and Management Report of the Board of Management Statement from the Board of Management Condensed Interim Financial Statements of E.ON International Finance B.V. Condensed Balance Sheet (before profit appropriation) Condensed Income Statement Condensed Cash flow Statement Notes to the condensed interim financial statements Review report
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Board of Management
Report of the Board of Management General information
As of June 30, 2012, the composition of the Board of Management as well as the objectives of E.ON International Finance B.V. are unchanged compared to the financial year ended December 31, 2011. E.ON International Finance B.V. continues to be a wholly owned and fully consolidated subsidiary of E.ON AG, Dsseldorf, Germany.
Internal organisation
The statutory seat and the office of E.ON International Finance B.V. is Capelseweg 400 in Rotterdam. Until March 31, 2012 E.ON International Finance B.V. also operated a second office in Venlo, which has been closed. At June 30, 2012 E.ON International Finance B.V. had no own employees (2011: 0). All personnel is either seconded from other E.ON group companies or employed by E.ON Benelux N.V. under a service level agreement.
Market review
In the first half of 2012 concerns surrounding peripheral European countries continued to be the main driver influencing the international capital markets. This lead to a continuously high degree of volatility with regard to foreign exchange rates, with the Euro again weakening against the US Dollar and the British Pound. Interest rates both long term and short term rates again continued their downward trend in the first half of 2012 reaching new historic lows. Also credit spreads continued their trend towards a strong differentiation amongst European sovereign issuers, with spreads again increasing especially for peripheral countries. Corporate issuers credit spreads in general followed this trend resulting in a strong dependence on their respective country spread in addition to their own industry and company developments. Utility spreads specifically underlined this trend with companies domiciled in peripheral European countries reaching much wider spreads compared to their peers. As to issuance volumes, the Euro Corporate Bond market issuance activity increased significantly compared to the low prior years figures, with corporate investment grade issuance levels as well as utility issuance activities being also well above 2011 levels.
Business review
Also in the first half of 2012 the liquidity situation of the E.ON group continued to be comfortable resulting in no new notes issuance for E.ON International Finance B.V. Instead bonds valuing 0.9 billion matured during the first half of 2012. Slightly offset by the foreign exchange effects due to the weakening of the Euro against the US Dollar and British Pound the total amount of notes outstanding as of June 30, 2012 decreased to 22.3 billion. At year end 2011 E.ON International Finance B.V. had 23.0 billion of bonds outstanding. Apart from the above mentioned foreign exchange effects on the Euro value of Non-Euro denominated bonds, the market developments only had a limited impact on E.ON International Finance B.V.s bond business. Throughout the first half of 2012 E.ON spreads overall remained fairly stable showing the continued confidence of investors in the E.ON credit. In terms of the intra-group financing business, in the first half of 2012 E.ON International Finance B.V. continued taking up intra-group loans or E.ON AG guaranteed short term deposits to fund lending activities to other E.ON group companies. Lending volumes increased during the first quarter 2012 and remained fairly stable thereafter. As of June 30, 2012 loans totalling 3.5 billion were granted on a short term basis, up from a portfolio of 2.1 billion as of year end 2011. Additionally, E.ON International Finance B.V. held liquidity amounting to 0.7 billion as of June 30, 2012. As a result of the above, the total asset base remained stable at 27.4 billion as of June 30, 2012 compared to 27.1 billion at year end 2011. Furthermore, E.ON International Finance B.V.s net profit increased slightly from 10.5 million to 10.7 million. The main reasons were the higher
Board of Management
average lending volumes within the treasury activities during the reporting period which, however, was somewhat offset by a change in the composition within the intra-group short term loan portfolio. During the first half of 2012 no drawings were made on behalf of E.ON International Finance B.V. under both the 6 Billion Syndicated Credit Facility and the 10 Billion Multi Currency Commercial Paper Programme. In April 2012, E.ONs Debt Issuance Programme was again extended for another year. The Debt Issuance Programme enables both E.ON AG and E.ON International Finance B.V. to issue debt to investors in public and private placements. The total programme volume is unchanged at 35 billion.
Financial performance
E.ON International Finance B.V. closed the first six months of 2012 with a profit from ordinary activities before taxes of approximately 14.3 million, compared to 14.0 million in the first half of 2011.
Risk Information
E.ON International Finance B.V.s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The risk profile of E.ON International Finance B.V. did not materially change compared to the end of 2011. The overall risk management programme of E.ON International Finance B.V. focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on E.ON International Finance B.V.s financial performance. E.ON International Finance B.V. manages its risks with the procedures and systems used within the E.ON group. The Board is of the opinion that these procedures and systems provide an adequate risk management for E.ON International Finance B.V.
Board of Management
Statement from the Board of Management
The Board of Management state that to the best of their knowledge, the condensed interim financial statements of 2012 prepared in accordance with the statutory provisions of Part 9, Book 2, of the Netherlands Civil Code and the firm pronouncements in the Guidelines for Annual Reporting in the Netherlands as issued by the Dutch Accounting Standards Board give a true and fair view of the assets, liabilities, financial position and profit or loss of E.ON International Finance B.V. and that the management report includes a fair review of the development and performance of the business and the position of the E.ON International Finance B.V., together with a description of the principal risks and uncertainties that it faces. Rotterdam, August 27, 2012 Board of Management, E.ON International Finance B.V.
M. Bokelmann Director
J. Trapman Director
J. Otto Director
716,952 27,351,990
Shareholders equity Issued share capital Share premium reserve Other reserves Undistributed profit 5 Provisions Provision for loss making contracts Provision for deferred taxes
70,980 419 71,399 6 18,586,484 109,850 3,261,183 878,151 4,244,778 8,493,962 27,351,990
77,581 462 78,043 20,488,696 71,579 3,190,539 6,985 3,098,078 4,947 6,372,128 27,128,301
Borrowings Bonds Current liabilities Amounts due to shareholder Amounts due to group entities Amounts due to associated companies Amounts due to others Amounts due to tax authorities
Interest and similar income Exchange rate difference gains Financial income Interest and similar expenses Exchange rate difference losses Financial expenses Total financial result Operating expenses Total operating expenses Result of ordinary activities before corporate income tax Corporate income taxes Net Profit
740,551 402,525 1,143,076 (726,205) (402,187) (1,128,392) 14,684 (403) (403) 14,281 (3,570) 10,711
866,234 764,665 1,630,899 (850,602) (765,399) (1,616,001) 14,898 (901) (901) 13,997 (3,500) 10,497
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Proceeds from borrowings Repayments of borrowings Cash flows from financing activities Net increase (decrease) in cash Cash at January 1 Cash at June 30
Other Information
Notes to the Condensed Interim Financial Statements (1) General information
The activities of E.ON International Finance B.V. mainly comprise the financing of E.ON group companies. E.ON International Finance B.V., a corporation with limited liability, having its statutory seat in Rotterdam, the Netherlands, considers E.ON AG, Dsseldorf, Germany to be its ultimate parent company. The financial information of E.ON International Finance B.V. is included in the consolidated financial statements of E.ON AG, Germany. Copies of the consolidated financial statements of E.ON AG can be obtained from E.ON AG in Dsseldorf. The statutory seat and the office of E.ON International Finance B.V. is Capelseweg 400 in Rotterdam. Until March 31, 2012 E.ON International Finance B.V. also operated a second office in Venlo, which has been closed. These financial statements were authorized for issue by the Board of Management on August 27, 2012.
Related parties
In conducting its activities, E.ON International Finance B.V. has several transactions with its shareholder E.ON AG, E.ON group companies and non-consolidated E.ON companies. The types and the content of the transactions with related parties remain unchanged compared to the E.ON International Finance B.V. 2011 Annual Report.
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During the first six months of 2012, E.ON International Finance B.V. did not issue any new longterm loans. Instead, the total amount of loans outstanding decreased by 0.6 billion, with 0.9 billion scheduled maturities being slightly compensated by an increase of the Euro amounts of Non-Euro denominated loans because of the weakening of the Euro. The following table shows a detailed breakdown of these developments:
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Despite the repayment of two Euro denominated loans the vast majority of loans outstanding at the end of the reporting period continue to be denominated in Euro. In general, the amount of NonEuro denominated loans increased slightly due to the weakening of the Euro; however, the structure of the loan portfolio has not shifted significantly, although the amount of GBP denominated loans decreased due to a scheduled loan maturity being repaid.
Carrying amounts of loans in currencies to group entities in thousands EUR GBP Other Total loans to group entities Reclassification to current assets Total long term loans in currencies to group entities Jun 30 2012 1,194,220 2,584,399 99,469 3,878,088 3,878,088 Dec 31 2011 1,194,213 2,495,272 96,625 3,786,110 3,786,110
The currency split of loans to group entities is roughly unchanged compared to year end with most of the loans being denominated in British Pounds and Euro. The general weakening of the Euro resulted in a slight increase of the Non-Euro denominated loan amounts; however, the overall structure of the loan portfolio remained unchanged.
(4) Cash
Specification of Cash in thousands Cash and cash equivalents Inhouse banking account at shareholder Cash Jun 30 2012 24 716,928 716,952 Dec 31 2011 40 1,187,957 1,187,997
Total cash mainly includes the inhouse banking account at E.ON AG. Having such an inhouse banking account at E.ON AG is common practice within the E.ON group. The decrease in volume is a result of the higher amount of short term intragroup loans outstanding. The total cash is at free disposal of E.ON International Finance B.V. and is to a large degree denominated in Euro.
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in thousands At January 1, 2011 Appropriation of undistributed profit Profit for the year ended Dec 31, 2011 At December 31, 2011 Appropriation of undistributed profit Profit for the half-year ended June 30, 2012 At June 30, 2012 200 200 200 36,992 36,992 36,992 98,238 32,530 130,768 21,474 152,242 32,530 (32,530) 21,474 21,474 (21,474) 10,711 10,711 167,960 21,474 189,434 10,711 200,145
Total equity of E.ON International B.V. increased to 200,145 million due to the Net Profit of 11 million achieved in the first six months of 2012.
(6) Bonds
Movement schedule bonds
in thousands At January 1 - New bonds - Amortization - Bond buyback transaction - Exchange differences - Current maturity At Balance sheet date Jun 30 2012 20,488,696 5,179 239,660 (2,147,051) 18,586,484 Dec 31 2011 24,448,183 14,681 (1,808,518) 325,077 (2,490,727) 20,488,696
In the first six months of 2012 no new bonds were issued due to the continuously comfortable liquidity situation of the E.ON group. In line with that scheduled bond maturities of 0.9 billion reduced the amount of bonds outstanding, slightly offset by the general weakening of the Euro, resulting in a total reduction of the value of bonds outstanding by 0.6 billion. The carrying amounts of the bonds are denominated in the following currencies: Carrying amounts of bonds in currencies
in thousands EUR GBP USD CHF JPY Other currencies Total bonds Reclassification current liabilities Total long term bonds Jun 30 2012 13,155,739 4,525,795 2,369,512 1,287,711 752,436 253,068 22,344,261 3,757,777 18,586,484 Dec 31 2011 13,201,763 4,968,385 2,536,399 1,274,065 751,847 246,964 22,979,423 2,490,727 20,488,696
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The increase in currency swaps is mainly a result of increased hedges within the treasury activity of E.ON International Finance B.V. However, maturing bond and long term loan related hedges reduced the effect somewhat.
Specification fair values financial instruments in thousands Jun 30 2012 (7,470) 386,220 378,750 Dec 31 2011 (6,710) 457,632 450,922
The fair value amount of currency swaps decreased due to the maturity of bond and long term loan related hedges. As the new treasury related hedges are generally of a short term nature, such fair value changes are usually smaller, despite the nominal amounts being bigger. Moreover, also the weakening of the Euro contributed to the reduction of the fair value amounts of the currency swaps contracted.
In April 2012 the 35 Billion Debt Issuance Programme was updated and extended for another year. The Debt Issuance Programme enables both E.ON AG and E.ON International Finance B.V. to issue debt to investors in public and private placements. The total programme volume is unchanged at 35 billion. The terms and conditions of the other two facilities are unchanged compared to year-end 2011.
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Interest and similar income decreased in the first six months of 2012. This is mainly the result of the reduction in interest income from shareholder corresponding to a reduced lending volume to shareholder due to loan maturities and repayments. Interest and similar income from group entities increased slightly following the increased average lending volume of the treasury operations, but also due to the increase of the Euro values of Non-Euro denominated interest income resulting from the weakening of the Euro. Interest income from others mainly reflects the release of the provision for loss making contracts, which is unchanged.
Interest expenses decreased in the first half of 2012 mainly as a result of the reduced bond related interest expenses following last years bond buyback transaction as well as the repayment of maturing bonds. On the treasury activities, mainly the market driven reduction of short term interest rates lead to a reduction in the corresponding interest expenses.
Rotterdam, August 27, 2012 Board of Management, E.ON International Finance B.V.
M. Bokelmann Director
J. Trapman Director
J. Otto Director
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