2008 Annual Report Rhodia
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Reference Document 2008 Contents page page 1 Persons responsible 3 Operation of administrative and 16 Management bodies 96 2 Auditors 5 17 Employees 103 3 Selected fi nancial information 7 18 Principal shareholders 113 4 Risk factors 9 19 Transactions with related parties 116 Information about the Company 23 5 Financial information concerning the Company’s assets Summary of activities and liabilities, fi nancial position – General information 20 and profi ts 118 6 on products and markets 37 21 Additional information 224 7 Organizational chart 48 22 Material contracts 235 8 Property, plant and equipment 52 Third party information, 9 Operating and fi nancial review 54 statements by experts and 23 declarations of interest 236 10 Cash and capital resources 63 24 Publicly available documents 237 11 Research and development 68 25 Information on shareholdings 240 12 Trend information 72 26 List of reports 240 Forecasts or estimates of profi ts 73 13 Reconciliation table (referring to fi nancial and management reports) 241 Administrative and Management 27 14 bodies 74 28 Table of contents 243 15 Compensation and benefi ts 89 In the present reference document, “Company” refers to Rhodia S.A., “Group” or “Rhodia ” refers to Rhodia S.A. and all of its subsidiaries, and “Enterprise” refers to its operating entities and the Group companies composing such entities by sector of activity. A French business corporation (société anonyme) with a capital of €1,213,044 ,816 Registered Office: Immeuble Cœur Défense, Tour A, 110, esplanade Charles de Gaulle – 92400 Courbevoie Registered with the Company and Commercial Registry of Nanterre, France, under number 352 170,161 Reference Document 2008 This is a free translation into English of Rhodia’s document de référence (the “reference document”), filed by Rhodia with the French Autorité des Marchés Financiers on March 24 , 2009, and is provided solely for the convenience of English speaking readers. This reference document was filed with the Autorité des Marchés Financiers on March 24 , 2009, pursuant to Article 212-13 of its general regulations. This reference document may be used in connection with a financing transaction if supplemented by a note d’opération approved by the Autorité des Marchés Financiers . Copies of the reference document are available from Rhodia, Immeuble Cœur Défense, Tour A, 110, esplanade Charles de Gaulle – 92400 Courbevoie, from Rhodia’s website: http://www.rhodia.com, under the heading “Regulated information”, and from the website of the Autorité des Marchés Financiers : www.amf-france.org Reference Document - RHODIA 2008 1 2 Reference Document - RHODIA 2008 1 Persons r esponsible contents 1.1 Person responsible for the 2008 reference document 3 1.2 Certification by the person responsible for the 2008 reference document (containing the annual financial report) 4 m 1.1 Person r esponsible for the 2008 r eference d ocument Jean-Pierre Clamadieu, Chairman and Chief Executive Officer. Reference Document - RHODIA 2008 3 1 PERSONS RESPONSIBLE Certifi cation by the Person Responsible for the 2008 Reference Document (containing the annual fi nancial report) m 1.2 Certification by the p erson r esponsible for the 2008 r eference d ocument (containing the annual financial report) «I hereby certify, after having taken all reasonable care to ensure that such is the case, that the information contained in this reference document is to the best of my knowledge in accordance with the facts and contains no omissions likely to affect its content. I hereby certify, to the best of my knowledge, that the financial statements presented in this reference document were prepared in conformity with applicable accounting standards and provide accurate information about the assets, financial condition and profits of the Company and the consolidated Group of companies, and that the management report incorporated in this reference document provides an accurate picture of the business developments, profits and financial condition of the Company and the consolidated Group of companies, as well as a description of the principal risks and uncertainties that these companies face. I have received an audit completion letter from the statutory auditors in which they state that they have verified the information regarding the financial condition and financial statements presented in this reference document and that they have reviewed the entire reference document. The reference document incorporates by reference the historical financial information related to the years ended December 31, 2006 and December 31, 2007, as well as related reports by the statutory auditors . The consolidated financial statements for the year ended December 31, 2006, prepared in accordance with International Financial Reporting Standards (“IFRS”) and the auditors’ report for the consolidated financial statements for the year ended December 31, 2006, as well as the financial statements for the year ended December 31, 2006, and the auditors’ report for the financial statements for the year ended December 31, 2006, are set forth respectively on pages 128 to 207 and 208 to 235 of the reference document of the Company filed with the Autorité des Marchés Financiers on March 30, 2007, under number D.07-0257. The consolidated financial statements for the year ended December 31, 2007, prepared in accordance with International Financial Reporting Standards (“IFRS”) and the auditors’ report for the consolidated financial statements for the year ended December 31, 2007, as well as the financial statements for the year ended December 31, 2007, and the auditors’ report in respect to the financial statements for the year ended December 31, 2007, are set forth respectively on pages 123 to 195 and 196 to 224 of the reference document of the Company filed with the Autorité des Marchés Financiers on March 31, 2008, under number D. 08-0182.» Chairman and Chief Executive Officer Mr. Jean-Pierre Clamadieu 4 Reference Document - RHODIA 2008 2 Auditors contents 2.1 Statutory auditors 5 2.2 Alternate auditors 6 2.3 Expected developments 6 m 2.1 Statutory a uditors PricewaterhouseCoopers Audit, member of the Regional Association KPMG S.A. , member of the Regional Association of s tatutory of statutory auditors of Versailles a uditors of Versailles 63, rue de Villiers Immeuble Le Palatin, 3, cours du Triangle 92200 Neuilly-sur-Seine 92939 Paris La Défense Cedex Represented by Mr. Christian Perrier Represented by Mr. Denis Marangé appointed on April 29, 2003 with a mandate that ends at the close appointed on May 16, 2008 with a mandate that ends at the close of the shareholders’ general meeting called to approve the financial of the shareholders’ general meeting called to approve the financial statements for the year ended December 31, 2008. statements for the year ending December 31, 2013 (note that this appointment was made at the end of the mandate as regular statutory a uditor of Salustro Reydel, member of KPMG International since 2005, which started on May 22, 2002). Reference Document - RHODIA 2008 5 2 AUDITORS Expected Developments m 2.2 Alternate a uditors Mr. Yves Nicolas Mr. Jean-Paul Vellutini 63, rue de Villiers 1, cours du Triangle 92200 Neuilly-sur-Seine 92923 Paris La Défense Cedex appointed on April 29, 2003 with a mandate that ends at the close appointed on May 16, 2008 with a mandate that ends at the close of the shareholders’ general meeting called to approve the financial of the shareholders’ general meeting called to approve the financial statements for the year ending on December 31, 2008. statements for the year ending December 31, 2013. m 2.3 Expected d evelopments As indicated above, the mandate of both the regular s tatutory Consequently, at the shareholders’ general meeting scheduled to be a uditor, PricewaterhouseCoopers Audit, and the Alternate Auditor, held on May 20, 2009 (upon first notice of meeting), the following Mr. Yves Nicolas, end at the close of the shareholders’ general proposals will be made: meeting called to approve the financial statements for the year m ended December 31, 2008. the renewal of PricewaterhouseCoopers Audit’s appointment as regular statutory auditors ; m the renewal of Mr. Yves Nicolas’ appointment as Alternate Auditor. 6 Reference Document - RHODIA 2008 3 Selected f inancial i nformation SIMPLIFIED CONSOLIDATED INCOME STATEMENT AS OF DECEMBER 31, 2008 (IFRS) Year ended December 31 (in millions of euros) 2008 2007 2006 (1) Net sales 4,763 4,781 4,500 Other revenue 550 463 430 Operating profit/(loss) 309 422 323 Profit/(loss) from continuing operations 75 47 76 Profit/(loss) from discontinued operations 32 84 (10) Net profit for the period 107 131 66 Attributable to: Equity holders of Rhodia S.A. 105 129 62 Minority interests 2 2 4 Basic earnings per share ( in euros) 1.05 1.29 0.62 Diluted earnings per share (in euros) 1.04 1.27 0,62 (1) Unaudited. R estated to reflect the disposal of the Isocyanates business completed in September 2008. SIMPLIFIED CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2008 (IFRS) ASSETS at December 31 (in millions of euros) 2008 2007 2006 Non-current assets 2,155 2,363 2,471 Current assets 2,169 2,115 2,682 TOTAL ASSETS 4,324 4,478 5,153 EQUITY DEFICIT AND LIABILITIES at December 31 (in millions of euros) 2008 2007 2006 Total equity deficit (356) (368) (628) Non-current liabilities 3,117 3,219 3,630 Current liabilities 1,563 1,627 2,151 TOTAL EQUITY DEFICIT AND LIABILITIES 4,324 4,478 5,153 Reference Document - RHODIA 2008 7 3 SELECTED FINANCIAL INFORMATION SIMPLIFIED CONSOLIDATED