Annual Report Annual Report 2015 Annual Rwe 2015 Electricity, Gas and Energy Solutions: Rwe Offers Everything from a Single Source
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RWE ANNUAL REPORT 2015 2015 ANNUAL REPORTANNUAL ELECTRICITY, GAS AND ENERGY SOLUTIONS: RWE OFFERS EVERYTHING FROM A SINGLE SOURCE Our customers Supply Electricity and gas networks Energy trading Power generation Lignite production CONTENTS To our investors Letter from the CEO 3 The Executive Board of RWE AG 6 Supervisory Board report 8 RWE on the capital market 12 1 Combined review of operations 17 3 Consolidated financial statements 93 1.1 Strategy 18 3.1 Income statement 94 1.2 Innovation 23 3.2 Statement of comprehensive income 95 1.3 Economic environment 28 3.3 Balance sheet 96 1.4 Political environment 33 3.4 Cash flow statement 97 1.5 Major events 38 3.5 Statement of changes in equity 98 1.6 Notes on reporting 42 3.6 Notes 99 1.7 Business performance 44 3.7 List of shareholdings 1.8 Financial position and net worth 59 (part of the notes) 151 1.9 Notes to the financial statements of 3.8 Boards (part of the notes) 177 RWE AG (holding company) 65 3.9 Independent auditors’ report 180 1.10 Disclosure relating to German takeover law 67 eingekürzt um 7 mm 1.11 Compensation report 69 1.12 Development of risks and opportunities 78 Further information 1.13 Outlook 88 Five-year overview 182 Imprint 184 Financial calendar 185 2 Responsibility statement 91 2015 KEY FIGURES AT A GLANCE RWE Group 2015 2014 + /− % Power generation billion kWh 213.0 208.3 2.3 External electricity sales volume billion kWh 262.1 258.3 1.5 External gas sales volume billion kWh 296.7 281.3 5.5 External revenue € million 48,599 48,468 0.3 EBITDA € million 7,017 7,131 − 1.6 Operating result € million 3,837 4,017 − 4.5 Income from continuing operations before tax € million − 637 2,246 – Net income /RWE AG shareholders’ share in income € million − 170 1,704 – Adjusted net income1 € million 1,125 1,282 − 12.2 Return on capital employed (ROCE) % 8.0 8.4 – Cost of capital before tax % 8.75 9.00 – Value added € million − 384 − 277 − 38.6 Capital employed € million 48,234 47,711 1.1 Cash flows from operating activities of continuing operations € million 3,339 5,556 − 39.9 Capital expenditure € million 3,303 3,440 − 4.0 Property, plant and equipment and intangible assets € million 2,898 3,245 − 10.7 Financial assets € million 405 195 107.7 eingekürzt um 7 mm Free cash flow € million 441 2,311 − 80.9 Number of shares outstanding (average) thousands 614,745 614,745 – Earnings per share € − 0.28 2.77 – Adjusted net income1 per share € 1.83 2.09 – Dividend per common share € – 1.00 – Dividend per preferred share € 0.132 1.00 – 31 Dec 2015 31 Dec 2014 Net debt € million 25,126 30,9723 − 18.9 Workforce4 59,762 59,784 – 1 New term; formerly ‘recurrent net income’; see commentary on page 56. 2 Dividend proposal for RWE AG’s 2015 fiscal year, subject to the passing of a resolution by the 20 April 2016 Annual General Meeting. 3 Adjusted figure; see footnote 1 in the net debt table on page 62. 4 Converted to full-time positions. To our investors > Letter from the CEO 3 LETTER FROM THE CEO There is an old saying that goes, “May you live in interesting times”. It is not meant to express good wishes, but rather a curse, as in this context ‘interesting’ is equivalent to ‘difficult’ and ‘challenging’. Adopting this interpretation, we at RWE are indeed experiencing interesting times – and the same goes for you, our shareholders. Last year was especially challenging. To my fellow board members and me, it felt like a roller-coaster ride, which really put our crisis management skills and nerves to the test. Unfortunately, the difficulties we faced were reflected in a significant decline in RWE’s share price, which we were unable to prevent. Nevertheless, I look back on 2015 with pride. We kept RWE on track and we worked to exit crisis mode, be less reactive, and put ourselves back in the driver’s seat. But perhaps I should start from the beginning: we got off to a promising start, as demonstrated by the sale of RWE Dea, which we completed in early March. Thanks to the high proceeds from the divestment, our net debt dropped significantly. However, we were not able to enjoy this success for long: at the end of March, the German Federal Ministry for Economic Affairs and Energy presented its plan to impose a climate levy on power stations. If this had been implemented, it would have resulted in an abrupt exit from electricity generation from lignite. In other words, this made the German lignite mining regions and their workers fear for their existence. On 25 April, more than 15,000 people gathered in Berlin to protest the plan. Fortunately, the government recognised the gravity of the situation and changed course. It reached an agreement with the affected companies that lignite-fired power plants with a total net installed capacity of 2.7 gigawatts, including five RWE units, would be shut down early. The stations will initially be put on stand-by for four years. The advantage of this is that it is socially acceptable and will not cause sudden structural change. As soon as the compromise was reached on lignite, the next situation began to materialise. This time, nuclear made the headlines. To give you some background information: for some time, German policymakers have been concerning themselves with whether the country’s nuclear power plant operators will be able to meet their waste management obligations in the decades ahead, or whether additional safeguards must be put in place. The government commissioned a stress test to determine whether the affected companies had accrued sufficient provisions to meet the obligations. Rumours of a funding gap gave rise to substantial uncertainty on the capital market, but in the end the economic minister confirmed that the utilities had passed the test. 4 RWE Annual Report 2015 Shortly after the stress test, in the middle of October, the government charged a commission with proposing a concept to secure the financing of the dismantling and waste management obligations of nuclear power stations, while considering the economic performance of their operators. One conceivable scenario would be for the owners of nuclear power plants to make payments to a public fund or trust, which would be used to finance the interim and final storage of radioactive waste. It goes without saying that, as the owners of the power plants, the utilities must be held liable for their nuclear waste management obligations. However, to what extent the utilities should be obliged to cover any further cost increases that may largely be caused by political decisions is a matter for discussion in this context. I am confident that a solution can be found which is acceptable to all. As with lignite, co-operation is better than confrontation, and it is encouraging to see that policymakers have recently sent some promising signals in this respect. So far, we may have created the impression that we have recently been spending most of our time on defensive political activities. But that impression is misleading. In 2015, we thought hard about how to be more proactive, especially in areas where we see long-term business prospects, and how to become more robust in areas where difficult framework conditions put us under pressure. We concluded that we can best rise to the challenges of the changing energy sector if we reflect the disparity of these challenges in our organisational structure. At the end of 2015, we therefore decided to pool our renewables, grid and retail operations in a new subsidiary and list it on the stock market. With the new company, we will create a platform for growth which can refinance itself directly on the capital market. Initially, we want to increase the new company’s capital by about ten percent by issuing new shares and use the proceeds to accelerate the expansion of renewable energy, among other things. And what will happen with conventional electricity generation and energy trading? These activities will remain in RWE AG’s sole ownership, but will also benefit from the reorganisation, as the possibility of selling shares in the new company will give RWE AG another way to strengthen the aforementioned businesses financially. I am convinced that this organisational structure is the best way forward given the current situation. It will open the door to new opportunities in growth markets and help us to master the crisis in conventional electricity generation, which has recently intensified further. Anyone who has followed the latest development of wholesale electricity prices will know about the intensification of the crisis. With the price of base-load power currently just above 20 euros per megawatt hour on the forward market, nearly all of our stations are in the red. In light of this development, my fellow board members and I have no doubt that we must take further decisive measures. Despite the huge savings that we have already achieved with our efficiency-enhancement programme, which was initiated in 2012, we decided to increase it by 500 million euros, raising the goal to 2.5 billion euros. This is the lasting contribution to earnings that we want to achieve through our efficiency measures by 2018. Unfortunately, the hard work and dedication of our employees is not enough to navigate RWE safely through difficult times. Therefore, the Executive Board and the Supervisory Board will propose to the Annual General Meeting on 20 April 2016 a suspension of the dividend for common shares and the minimum dividend of 13 euro cents for preferred shares stipulated by the Articles of Incorporation.