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NOTESBASIS OF THE CONSOLIDATED FINANCIAL STATEMENTSViterra has positioned itself as a focused real estate company, concentrating on its core business, residential real estate, and the additional business, project development. In the core business, residential real estate, Viterra is Germany's largest private housing company and is the market leader in the buying, letting and selling of residential real estate. Furthermore, in the project development business, which Viterra is currently building up, the company develops attractive office buildings and owner-occupied apartments. Viterra AG was established by the merger of Raab Karcher AG and VEBA Immobilien AG and is today the management company of the segment of the E.ON Group bearing the same name. There is a domination and profit-and-loss transfer agreement between E.ON AG and Viterra AG. The consolidated financial statements of Viterra AG have been prepared in accordance with the United States Generally Accepted Accounting Principles (US GAAP). The format of the financial statements complies with German regulations for the housing industry with the cost-of-sales accounting approach used in the income statement. The format of the balance sheet does not conform with the format normally used in US GAAP financial statements, which is based on the realisation periods of the individual assets and liabilities. The necessary additional information is given in the Notes or on the face of the balance sheet. The consolidated financial statements of E.ON AG have been deposited with the trade register at the Düsseldorf district court. ACCOUNTING POLICIESScope of consolidationIn addition to Viterra AG, all substantial companies in which Viterra AG holds the majority of voting rights either directly or indirectly or which are under the control of Viterra AG have been included in the consolidated financial statements for the years ended December 31, 2003 and 2002. As in the previous years, the consolidated financial statements for 2003 also included a group of companies which was under the control of Viterra but whose shares were held by other companies of the E.ON Group. These shares were acquired at the end of 2002 and sold in 2003. One company has been included in the consolidated financial statements as prescribed by FIN 46 “Consolidation of Variable Interest Entities, an interpretation of ARB 51”. The object of this company is the acquisition, letting, management and disposal of residential real estate. The consolidated assets of the company represent approx. 6.1 % of the Group’s total assets. The assets are mainly property, plant and equipment amounting to € 334.7 million which generally serve as collateral for the long-term borrowings of this company. Its creditors have no recourse to other Group assets. In addition to Viterra AG, 34 domestic and 2 foreign companies have been included in the consolidated financial statements. The net assets, financial position and results of the operations of the Group do not include 13 subsidiaries whose financial impact is, in aggregate, insignificant. In 2003, 6 companies were included in the consolidated financial statements for the first time while 43 companies left the group of consolidated companies as a result of their merger or disposal. Investments are accounted for using the equity method if significant influence can be exerted over them. This is generally the case when 20 % to 50 % of the voting rights are held (associated companies). Acquisitions are recorded according to the purchase method, the cost of acquisition being offset against the stockholders' equity attributable to the parent company at the time of acquisition. After adjustments to the fair values of assets acquired and liabilities assumed, any resultant positive difference is capitalised in the balance sheet as goodwill. In accordance with SFAS 142, goodwill is no longer amortised over its useful life. Instead, goodwill is to be tested for impairment at least annually and whenever there is an impairment indicator. The cut-off date for such impairment testing is September 30. Similar consolidation policies apply to the companies accounted for using the equity method. The investments are recorded at their proportional fair value, with the difference from the purchase price considered goodwill. The changes in the revalued stockholders' equity affecting net income and the goodwill impairments, if any, are reported as Income from investments. The items in the consolidated financial statements referring to affiliated companies not only relate to non-consolidated affiliated companies of the Viterra Group but also to other affiliated companies of E.ON AG. The effects of the business transactions between the companies included in the Viterra consolidated financial statements are eliminated. Major acquisitions and disposalsViterra acquired 86.3 % of the shares in Frankfurter Siedlungsgesellschaft mbH (FSG), Frankfurt/Main, from the Federal Republic of Germany and the federal state of Hesse effective January 1, 2002. The cost of acquisition was € 311.7 million. Effective January 10, 2003, Viterra acquired the remaining shares in FSG (13.7 %) from the city of Frankfurt at a purchase price of € 49.2 million. Since Viterra sold 0.2 % of the shares in FSG to an investor in December 2002, its remaining interest in FSG is now 99.8 %. With the successive share acquisition of 13.7 %, fixed assets of € 66.5 million, liabilities of € 20.8 million and other assets of € 3.5 million were acquired. As part of its focusing strategy, Viterra sold Viterra Energy Services AG, Essen, and its subsidiaries, the group of companies providing services for the consumption-dependent billing of heat, electricity, gas and water, to a company of the CVC Capital Partners Group in 2003. The sale became effective on January 1, 2003 subject to the approval of the cartel authorities. This approval was granted on June 17, 2003, at which time the disposal was recorded. Furthermore in March 2003 Viterra sold all its shares in Viterra Contracting, Bochum, to Mabanaft GmbH, Hamburg. The cartel authorities approved the sale on March 12, 2003. In accordance with the requirements of SFAS 144, the sale of Viterra Energy Services and Viterra Contracting is shown under Result from discontinued operations. With the sales prices of the two service activities totalling € 960.7 million and after deduction of liabilities amounting to € 112.0 million, the after-tax profit on sales was € 653.2 million. The sale of Viterra Contracting generated a loss. The shares in Komercni zóna Rudná a.s, Rudná (Czech Republic) were sold to a company of the US Heitmann group with effect from December 9, 2003 under a share transfer agreement (balance-sheet closing on December 8, 2003). A purchase price of € 86.9 million was agreed. The required cartel authority approval had already been obtained at the time of the sale. The profit from the sale totalled € 37.3 million. Discontinued operationsIn view of the planned divestment of its service activities, Viterra had reported Viterra Energy Services as Discontinued operations in 2002 in accordance with the requirements of SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”. Viterra Contracting was also reported as Discontinued operations in 2003. Both activities were sold in 2003. The following table provides a summarised income statement for the discontinued operations for 2002 and 2003 as well as balance sheet information for 2002 (only for Viterra Energy Services):
Currency translationsThe financial statements of foreign subsidiaries included in the consolidated financial statements are translated into euros according to the functional currency method. Owing to the legal and economic independence of the foreign Group companies, the respective national currency is taken as the functional currency. The balance sheet is translated at the spot rate on the balance-sheet date and the income statement at the weighted average rate of the reporting period. Differences resulting from currency translation of assets and liabilities between the prior year-end and the current year-end as well as differences between balance sheet and income statement translation do not affect income and are included as a separate component of other comprehensive income within stockholders' equity. Receivables and liabilities denominated in a foreign currency are translated at the exchange rate prevailing on the balance-sheet date. Any resulting translation gains and losses are recorded in the income statement. Revenue recognitionRevenue is recognised net of discounts, sales incentives, customer bonuses and rebates granted when earned, the remuneration is contractually fixed or determinable and collection of the related receivable is probable. The company performs services under long-term contractual commitments (in particular property leases and service contracts); the sales are recognised according to the terms of the contracts or at the point when the relevant services have been rendered. Sales from long-term production contracts are recognised under the percentage of completion method according to the progress of work completed. If the percentage of completion method is not appropriate, sales are recognised using the completed-contract method, i.e. after completion and final acceptance of the project. Advertising expensesAdvertising costs are expensed as incurred. LeasingDepending on the terms of the agreements, leases are considered either capital leases or operating leases. Leases where all substantive risks and rewards from the use of the leased object and therefore the economic ownership have been transferred to the lessee are accounted for as capital leases. The leased asset is capitalised in the financial statements of the lessee along with a corresponding liability due to the lessor. From the point of view of the lessor, the transaction is a sales transaction. All other leases are accounted for as operating leases. Through the rental of equipment for recording and metering the consumption of energy and water, Viterra was mainly the lessor under sales-type leases in its discontinued business activities. The other leases in which Viterra is the lessor or the lessee are operating leases. Goodwill and intangible assetsGoodwill Viterra uses a fair-value-based approach to compare the fair value of a reporting unit with its book value. If impairment is identified, the goodwill write-down is recorded separately within Income from operating activities. The cut-off date for annual impairment testing is September 30 of the respective financial year. A two-step test is performed on the reporting units. In the first step, the fair value of each reporting unit is compared with its respective book value including goodwill. In cases where the fair value is less than the book value, the fair value of the goodwill of the respective reporting unit is compared with the carrying amount of this goodwill in a second step. If the fair value of the goodwill is less than its carrying amount, the difference is reported as an impairment. In connection with the initial application of SFAS 142, this impairment test was first performed as of January 1, 2002. The resulting impairment charge was shown in the income statement of 2002 as a charge to earnings from the initial application of SFAS 142. Amortisable intangible assets Intangible assets are divided into the following categories: marketing-related, customer-related, contract-based and technology-based intangible assets. These definite-lived intangible assets are recorded at cost of acquisition and amortised on a straight-line basis over their useful lives – 3 years in the case of continuing operations and up to 30 years in the case of discontinued operations. Company-developed softwareSoftware developed for internal use is accounted for in accordance with the AICPA (American Institute of Certified Public Accountants) Statement of Position (SOP) 98-1 “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”. According to the SOP, the cost of software developed for internal use is capitalised from the time when the decision to implement the software is made and all software functions, features and requirements are known. The software is amortised over a useful life of up to 5 years. The costs incurred prior to that time are immediately recorded as expenses. Property, plant and equipmentProperty, plant and equipment are valued at acquisition or production cost and, except for land, depreciated over their respective useful lives, predominantly by the straight-line method. The production costs include direct costs as well as allocatable material and manufacturing overheads. Furthermore, interest on construction finance is capitalised in the production costs of property, plant and equipment which is constructed over a long-term period. Maintenance and modernisation costs that extend the useful life of an asset or increase its functionality are capitalised. Scheduled depreciation of residential buildings is calculated on the basis of a 40 to 50-year useful life. Useful lives of between 20 and 50 years are taken for office and other buildings. Equipment, fixtures, furniture and office equipment are depreciated over periods of between 3 and 10 years. Financial assetsShares in associated companies are generally accounted for according to the equity method if Viterra, through its ownership interest, exercises significant influence over the company. Other investments and securities are recorded at the cost of acquisition. The long-term loans relate to long-term receivables with an original term of at least one year. Market interest-bearing loans are valued at face values; interest-free and low-interest loans are reported at their present values. ImpairmentsViterra evaluates its long-lived assets and performs additional write-downs, if necessary, as soon as events or changed circumstances indicate that they may be impaired in value (impairment test). Impairment charges are recorded if the estimated undiscounted net cash flows from the assets are lower than the corresponding book values. The asset is written down to its fair value which is generally derived from the market price or its discounted net cash flows. InventoriesInventories are valued at the lower of acquisition/production costs or market values. With long-term manufacturing orders, profits are capitalised in line with the percentage of completion provided the requirements are met. The production costs are determined in a similar manner to fixed assets. If the market price or the net realisable value of the inventories on the balance-sheet date is lower than the carrying value, the lower valuation is taken. Advance payments for inventory purchases are shown under Other assets in the accompanying balance sheet. ReceivablesThe receivables and other assets are stated at face values. Valuation allowances are provided for when specific collectible risk is identified. An appropriate valuation allowance is made when it is estimated that certain receivables will be uncollectible. Deferred taxesAccording to SFAS No. 109 “Accounting for Income Taxes” deferred taxes are provided for all temporary differences between the consolidated balance sheets and the tax balance sheets (temporary concept). Furthermore, deferred tax assets are also calculated on loss carryforwards provided their realisation in the following years is likely. A valuation allowance is established when it is more likely than not that the deferred tax assets will not be realised in following years. The deferred taxes are determined by taking the tax rates applicable according to the laws at the time of the likely realisation. The effects of changes in tax rates on deferred tax assets and liabilities are recognised in income in the year in which the law is enacted. Deferred tax assets and liabilities with the same realisation period (current or long-term) are netted against each other provided the same tax authority is involved. Accumulated other comprehensive incomeAccumulated other comprehensive income covers all changes in stockholders' equity that do not affect net income and are not transactions with the stockholders (other comprehensive income). In the case of Viterra, unrealised gains/losses from the valuation of derivative financial instruments at market prices, differences from additional minimum pension liability and foreign currency translation adjustments are included as components of the other comprehensive income in the statement of stockholders’ equity. Provisions for pensions and similar obligationsThe value of the pension obligations and the expenses necessary to cover these obligations are determined using the projected unit credit method whereby current pensions and vested pension rights on the balance-sheet date as well as future increases in salaries and pensions are included in the valuation. Actuarial gains or losses resulting from changes in assumptions are deferred. The obligation determined without allowance for expected future increases in salaries is taken as the minimum liability. If this minimum liability exceeds the unrecognised prior service cost, the difference is reported in Accumulated other comprehensive income. Other provisionsProvisions for taxes and other provisions are recorded when an obligation to a third party has been incurred, payment is probable and the amount can be reasonably estimated. Provisions for warranties and provisions for pending losses are determined at the full production costs. Environmental liabilities are accrued when it is probable that an obligation has been incurred and the amount of the liability can be reasonably estimated. LiabilitiesLiabilities are shown at redemption value, long-term payment obligations are recorded at their net present value. Loans bearing no interest or interest below market rates in return for occupancy rights at rents below the prevailing market rates are similarly recorded at present value. The discount is shown under Deferred income and amortised as income from housing management in the following years; in return the interest expense increases accordingly. Debt discounts are directly allocated to financial liabilities. Debt issue costs are capitalised as Prepaid expenses and released according to the interest method over the term of the loan. Stock-based compensationViterra participates in the stock appreciation rights programme “SARs” of E.ON AG. The stock-based compensation programmes are accounted for in accordance with SFAS No. 123 “Accounting for Stock-based Compensation” in conjunction with the FASB interpretation No. 28 “Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans”. Therefore, provisions are established on a prorata basis for the SARs in accordance with their intrinsic values on the balance-sheet date. Financial instrumentsViterra only uses derivative financial instruments such as foreign currency forwards and interest rate swaps for hedging purposes. Since January 1, 2001 Viterra has applied SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” as amended by SFAS 137, SFAS 138 and SFAS 149. SFAS No. 133 requires that all derivative instruments, irrespective of the purpose or the intended use, be accounted for at their market values as assets or liabilities. With a fair value hedge, the changes resulting from the market valuation of the financial derivatives and the underlying business transactions are recognised in income. The hedge-effective part of the change in the market value of derivative financial instruments which are classified as a cash flow hedge is first recognised in equity under Accumulated other comprehensive income (loss). The transfer to the income statement is made when the hedged underlying transaction affects net income. The hedge-ineffective part of the change in market value is immediately recognised in income. Statement of cash flowsAccording to SFAS No. 95 “Statement of Cash Flows”, the statement of cash flows is divided into operating activities, investing activities and financing activities. Cash provided by and used for discontinued operations is not included in the statement of cash flows; the figures for the previous year have been adjusted accordingly. Results from the disposal of fixed assets are allocated to operating activities in line with Viterra's strategy. The effect of changes in the group of consolidated companies is shown under the investing activities section, but eliminated in the operating and financing activities. The effect of foreign exchange rates on liquid funds is shown separately. Use of estimatesThe preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities on the balance-sheet date as well as reported amounts of revenues and expenditures during the reporting period. Actual results may differ from those estimates. ReclassificationCertain figures from the previous year have been reclassified to conform to those of the current year. New accounting regulationsStatement of Financial Accounting Standard No. 132 (revised) “Employers' Disclosures about Pensions and Other Post-Retirement Benefits” SFAS 132 (revised) is generally effective for fiscal years ending after December 15, 2003. The Company’s disclosures in Note 13 “Provisions for pensions and similar obligations” incorporate the requirements of Statement 132 (revised). Statement of Financial Accounting Standard No. 146 “Accounting for Costs Associated with Exit or Disposal Activities” The provisions of the new standard are effective for exit or disposal activities initiated after December 31, 2002. The adoption of SFAS 146 had no material impact on the consolidated financial statements. Statement of Financial Accounting Standard No. 148 “Accounting for Stock-Based Compensation – Transition and Disclosure” SFAS 148 is effective for fiscal years ending after December 15, 2002. According to the provisions of SFAS 123, which are basically unaffected by SFAS 148, the expenses for stock-based compensation programmes determined using the fair-value-based method are either to be recorded in the income statement or, if another valuation method was used, explained in the Notes with the relevant effects on net income (“pro-forma effects”). Statement of Financial Accounting Standard No. 149 “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” Statement of Financial Accounting Standard No. 150 “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” FASB Interpretation No. 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” Under certain guarantees, the guarantor is required to recognise a liability for the fair value of an obligation assumed at the time the guarantee is issued. The recognition requirements of FIN 45 are to be applied to guarantees issued or modified after December 31, 2002 with the exception of product warranties. The previous reporting and valuation requirements still apply to product warranties. The other guarantees are mainly guarantees, letters of comfort and contractually agreed indemnification clauses. Moreover, FIN 45 clarifies and expands the information to be given in the Notes on guarantee obligations and product warranties. Viterra has previously provided all the disclosure requirements of FIN 45 in its consolidated financial statements for the fiscal year 2002. In 2003, the application of FIN 45 had an effect on the valuation of contingent liabilities. FASB Interpretation No. 46 “Consolidation of Variable Interest Entities” The requirement to disclose certain information also exists when there is a significant economic interest (variable interest) in a variable interest entity with no primary beneficiary. FIN 46 is applicable immediately for entities created after January 31, 2003. For entities established before February 1, 2003, FIN 46 is to be applied no later than the reporting period ending after December 15, 2003. It was first applied at Viterra with effect from July 1, 2003. The adoption of FIN 46 did not result in the reporting of a cumulative effect of changes in accounting principles in the income statement. In December 2003 a revised version of the interpretation was published as “FIN 46 revised”. FIN 46 (revised) clarifies and interprets FIN 46. The revised version is applicable at the latest for reporting periods ending after March 15, 2004. Viterra does not anticipate any material effects on the consolidated financial statements from the application of FIN 46 (revised). In line with the requirements of FIN 46, one variable interest entity was consolidated from the time it started business operations in 2003. EITF 01-8 “Determining Whether an Arrangement Contains a Lease” EITF 00-21 “Final EITF Consensus on Multiple Deliverables” The consensus requires the accounting method used for multi-component contracts to be disclosed in the Notes. It must be stated what deliveries or services of a contract are defined as individual components. Furthermore, the contractual agreements and the progress of deliveries are to be explained in detail. The consensus is effective for fiscal years beginning after June 15, 2003. Viterra does not anticipate any material effects on the consolidated financial statements from the application of EIFT 00-21. NOTES ON THE CONSOLIDATED INCOME STATEMENTS1 Net sales NOTES ON THE CONSOLIDATED BALANCE SHEETS5 Intangible assets OTHER INFORMATION18 Stock-based compensation
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