e6vk
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 March, 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 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):
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Press Release
March 7, 2007 |
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E.ON in favor of European energy market
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Adjusted EBIT up 12 percent |
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Management to propose increased dividend of 3.35 |
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Gas price reductions for E.ON customers |
We need to take bolder steps towards a European energy market. We therefore propose creating
a core energy market in Continental Europe consisting of the Benelux countries, France, Austria,
Switzerland, and Germany and gradually expanding it into an EU-wide energy market, E.ON AG CEO
Wulf H. Bernotat said at the companys annual results press conference in Düsseldorf, Germany. E.ON
has submitted concrete proposals to the European Commission on cooperation between transmission
system operators and the necessary regulatory framework. In view of the politically motivated
protectionism aimed at E.ONs planned takeover of Endesa, Bernotat stressed that action on energy
needs to be taken on a Europeannot a nationalscale. Otherwise, Europe would be unable to
successfully meet challenges like security of supply and climate protection.
E.ON offer better for Endesa
E.ON is determined to stay on track with Endesa. Bernotat said: Were working with undiminished
energy to convince Endesa shareholders about our
offer. Only our offer is open to all Endesa
shareholders, including the many private investors, and we have a clear strategy for Endesas
future which will enable it to develop successfully in the marketplace.
Adjusted EBIT increased to 8.2 billion
In the 2006 financial year, E.ON grew sales by 21 percent, from 56.1 billion to 67.8
billion. E.ONs adjusted EBIT1 increased by 12 percent to 8.2 billion (prior year:
7.3 billion). E.ON more than offset the considerable adverse effects of the regulation of
network charges in Germany, in particular through operating improvements in all areas and the
passthrough of higher gas procurement costs. As
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E.ON AG Press Release of March 7, 2007
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Page 2 of 8 |
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anticipated, E.ONs net income (after taxes and minority interests) did not match the high
prior-year figure, which reflected the substantial book gains on the Viterra and Ruhrgas Industries
disposals. E.ONs net income was 5.1 billion in 2006 compared with 7.4 billion in the prior
year. By contrast, adjusted net income2 of 4.4 billion was 20 percent above the
prior-year figure of 3.6 billion.
ROCE and cash flow significantly higher
In 2006 E.ON again increased its returns: ROCE3 of 13.2 percent (prior year: 12.2
percent) was substantially above the companys pretax cost of capital of 9 percent. Value
added3 increased to 2.6 billion. Cash provided by operating activities also again
surpassed the prior-year figure (6.6 billion), rising by 10 percent to 7.2 billion.
Management to propose 3.35 dividend
At E.ONs Annual Shareholders Meeting on May 3, 2007, the Board of Management and Supervisory Board
will propose to pay a 3.35 dividend (prior year4: 2.75) per ordinary share
qualifying for a dividend.
Further operating improvements expected for 2007
E.ON expects its 2007 adjusted EBIT to again slightly surpass the high prior-year level. The
company also expects a slight increase in net income, although this figure could, in particular, be
influenced by the marking to market of derivatives at year end.
Gas price reductions
E.ON has good news for natural gas consumers: it plans to reduce natural gas prices in many regions
and customer segments. Effective April 1, E.ON Ruhrgas will significantly reduce gas prices for
resellers and industrial customers. In the United Kingdom, E.ON is reducing residential gas prices
by 16 percent following the substantial decline in wholesale energy prices. In Germany, five of
E.ONs seven regional distribution companies will reduce residential gas prices by up to 8.4
percent effective May 1 or June 1; two of the companies have already reduced prices effective March
1. The key factor is the decline in oil prices seen in recent months, which is benefiting
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E.ON AG Press Release of March 7, 2007
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Page 3 of 8 |
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consumers. This demonstrates that oil-price indexation is not a one-way street.
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1 |
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Non-GAAP financial measure; see reconciliation to net income in the tables Net
Income and Interest Income at the end of this press release. |
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2 |
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Non-GAAP financial measure; see reconciliation to net income in the table Adjusted Net
Income at the end of this press release. |
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3 |
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Non-GAAP financial measure; see derivation in the tables Cost of Capital and ROCE at
the end of this press release. |
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4 |
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Excludes special dividend. |
On the 26 of January 2007, E.ON Aktiengesellschaft (E.ON), through its wholly owned subsidiary
E.ON Zwölfte Verwaltungs GmbH, filed a tender offer statement on Schedule TO regarding its tender
offer for ordinary shares and ADSs of Endesa S.A. (Endesa) with the U.S. Securities and Exchange
Commission (SEC). Endesa investors and security holders are urged to read the U.S. tender offer
statement (as updated and amended), because it contains important information. Furthermore, Endesa
investors and security holders are urged to read the Spanish prospectus from E.ON regarding the
Spanish tender offer for Endesa because it contains important information. The Spanish prospectus
and certain complementary documentation were authorized in Spain by the Spanish Comisión Nacional
del Mercado de Valores (the CNMV). Investors and security holders may obtain a free copy of the
Spanish prospectus and its complementary documentation from E.ON, Endesa, the four Spanish Stock
Exchanges, Santander Investment Bolsa SV SA, Santander Investment SA, Corredores de Bolsa, and
elsewhere. The Spanish prospectus is also available on the web sites
of the CNMV (www.cnmv.es),
E.ON (www.eon.com), and elsewhere. Likewise, Endesa investors and security holders may obtain a
free copy of the U.S. tender offer statement and other documents filed by E.ON with the SEC on the
SECs web site at www.sec.gov. The U.S. tender offer statement and these other documents
may also be obtained for free from E.ON by directing a request to E.ON AG, External Communications,
Tel.: 0211- 45 79 4 53.
This press release may contain forward-looking statements. Various known and unknown risks,
uncertainties and other factors could lead to material differences between the actual future
results, financial situation, development or performance of E.ON and Endesa and the estimates given
here. These factors include the inability to obtain necessary regulatory approvals or to obtain
them on acceptable terms; the inability to integrate successfully Endesa within the E.ON Group
or to realize synergies from such integration; costs related to the acquisition of Endesa; the
economic environment of the industries in which E.ON and Endesa operate; and other risk factors
discussed in E.ONs public reports filed with the Frankfurt Stock Exchange and with the SEC
(including E.ONs Annual Report on Form 20-F) and in Endesas public reports filed with the CNMV
and with the SEC (including Endesas Annual Report on Form 20-F). E.ON assumes no liability
whatsoever to update these forward-looking statements or to conform them to future events or
developments.
Through the fiscal year ending 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) 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 document has been prepared in accordance
with IFRS, while that for prior periods has been prepared in accordance with U.S. GAAP. This
document 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
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E.ON AG Press Release of March 7, 2007
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Page 4 of 8 |
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meaning of the U.S. federal securities laws. E.ON presents a reconciliation of these Non-GAAP
financial Measures to the most comparable US-GAAP measure or target, in this document. 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 results of operations. 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.
E.ON AG
Press Release of March 7, 2007
Page 5
of 8
Net Income
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in millions |
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2006 |
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20051 |
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+/ % |
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Adjusted EBITDA2 |
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11,353 |
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10,194 |
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+11 |
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Depreciation,amortization,
and impairments affecting
adjusted EBIT3 |
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3,203 |
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2,901 |
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Adjusted EBIT2 |
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8,150 |
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7,293 |
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+12 |
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Adjusted interest income (net)4 |
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1,081 |
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1,027 |
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Net book gains |
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1,205 |
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491 |
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Restructuring expenses |
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29 |
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Other nonoperating earnings |
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3,141 |
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424 |
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Income/Loss () from continuing
operations before income taxes
and minority interests |
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5,133 |
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7,152 |
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28 |
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Income taxes |
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323 |
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2,261 |
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Minority interests |
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526 |
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536 |
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Income/Loss () from
continuing operations |
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4,930 |
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4,355 |
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+13 |
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Income/Loss () from
discontinued operations,net |
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127 |
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3,059 |
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Income/Loss () from cumulative
effect of changes in accounting
principles,net |
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7 |
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Net income |
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5,057 |
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7,407 |
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32 |
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1 |
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Adjusted for discontinued
operations. |
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2 |
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Non-GAAP
financial measure. |
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In 2006 and 2005,the impairment
charges recognized in adjusted EBIT differed from
the impairment charges recorded in accordance with
U.S. GAAP. In 2006, non-operating earnings can be
traced to regulatory impairments on property,
plant and equipment and on shareholdings at the
Central Europe and Pan-European Gas market
units. In addition, impairments have again been
recorded in the area of generation, specifically
cogeneration facilities at the U.K. market
unit. Additional impairments concern intangible
assets and property, plant and equipment at the
Pan-European Gas, U.K. and Nordic market units. In
2005, the difference was the result of impairments
recorded in the area of generation, specifically
cogeneration facilities at the U.K. market unit. The
commentary is transferred from Note 31 of the
Notes to the Consolidated Financial Statements.
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See the table on the next page for a
reconciliation to interest income. |
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E.ON AG Press Release of March 7, 2007
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Page 6 of 8 |
Interest Income1
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in millions |
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2006 |
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2005 |
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Net interest expense |
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-194 |
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-256 |
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(+) Income from loans |
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31 |
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31 |
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(-) Accretion expense related to the adoption of SFAS 143 |
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524 |
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511 |
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Interest and similar expenses (net) |
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-687 |
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-736 |
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(+) Non-operating interest income (net)2 |
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-5 |
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-39 |
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(-) Interest portion of long-term provisions |
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389 |
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252 |
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Adjusted interest income (net) |
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-1,081 |
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-1,027 |
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1 |
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The reconciliation is transferred from Note 31 of the Notes to the Consolidated
Financial Statements. |
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2 |
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This figure is calculated by adding interest expenses and subtracting interest income.
In 2005, non-operating interest income primarily related to an eliminated provision for interest
that had been recognized in previous years. |
Adjusted Net Income
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in millions |
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2006 |
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2005 |
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+/- % |
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Net income |
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5,057 |
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7,407 |
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-32 |
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Nonoperating earnings, net, and extraordinary tax effects1 |
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-544 |
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-715 |
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Income/Loss (-) from discontinued operations, net, and from the
cumulative effect of changes in accounting principles, net |
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-127 |
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-3,052 |
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Adjusted net income2 |
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4,386 |
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3,640 |
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+20 |
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1 |
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Extraordinary tax effects primarily reflect corporate tax
credits of 1.3 billion.
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2 |
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Non-GAAP financial measure. |
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E.ON AG Press Release of March 7, 2007
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Page 7 of 8 |
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Cost
of Capital
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2006 |
Risk-free interest rate |
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5.1 |
% |
Market premium1 |
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5.0 |
% |
Beta factor2 |
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0.7 |
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Cost of equity after taxes |
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8.6 |
% |
Cost of debt before taxes |
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5.6 |
% |
Tax shield (tax rate: 35%)3 |
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2.0 |
% |
Cost of debt after taxes |
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3.6 |
% |
Share of equity |
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45 |
% |
Share of debt |
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55 |
% |
Cost of capital after taxes |
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5.9 |
% |
Tax rate |
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35 |
% |
Cost of capital before taxes |
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9.0 |
% |
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1 |
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The market premium reflects the higher long-term returns of the stock market compared
with German treasury notes. |
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2 |
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The beta factor is used as an indicator of a stocks relative risk. A beta of more
than one signals a higher risk than the risk level of the overall market; a beta factor of less
than one signals a lower risk. |
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3 |
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The tax shield takes into consideration that the interest on corporate debt reduces a
companys tax burden. |
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E.ON AG Press Release of March 7, 2007
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Page 8 of 8 |
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E.ON Group ROCE and Value Added
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in millions |
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2006 |
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2005 |
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Adjusted EBIT1 |
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8,150 |
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7,293 |
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Goodwill, intangible assets, and
property, plant, and equipment |
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61,585 |
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60,811 |
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+ Shares in affiliated and associated
companies and other share investments |
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21,358 |
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19,426 |
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Adjustment for
mark-to-market valuation2 |
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8,789 |
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5,677 |
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+ Inventories |
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3,990 |
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2,457 |
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+ Accounts receivable |
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9,756 |
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8,269 |
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+ Other noninterest-bearing current
assets, including prepaid expenses
and deferred taxes |
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13,991 |
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15,520 |
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Noninterest-bearing provisions3 |
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13,375 |
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10,685 |
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Noninterest-bearing liabilities,
including deferred income and
deferred taxes |
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28,363 |
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28,289 |
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Capital employed (at year end) |
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60,153 |
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61,832 |
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Capital employed (annual average)4 |
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61,568 |
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60,398 |
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Capital
employed (discontinued
operations)5 |
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410 |
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Capital employed (continuing
operations, annual average) |
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61,568 |
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59,988 |
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ROCE6 |
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13.2 |
% |
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12.2 |
% |
Cost of capital |
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9.0 |
% |
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9.0 |
% |
Value added6 |
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2,586 |
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1,920 |
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1 |
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Non-GAAP financial measure; see reconciliation to net income on page 5. |
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2 |
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Capital employed no longer includes the mark-to-market valuation of other share investments or related deferred-tax effects. |
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Noninterest-bearing provisions mainly include short-term provisions. They do not include provisions for pensions and nuclear waste
management. |
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In order to better depict intraperiod fluctuations in capital employed, annual average capital employed is calculated as the arithmetic
average of the amounts at the beginning of the year, the end of the year, and the balance-sheet dates of the three interim reports. Capital employed
amounted to 63,839 million, 61,157 million,
and 60,859 million at March 31, June 30, and September 30, 2006, respectively. |
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In 2005 the annual average capital employed of E.ON Finland was 410 million. |
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6 |
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Non-GAAP financial measure. |
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:
March 8, 2007
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By: /s/ Michael C. Wilhelm |
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Michael C. Wilhelm
Senior Vice President
Accounting |