Koninklijke DSM N.V.
Annual Report 2007

Plain-text annual report

Royal DSM N.V. Annual Report 2007 R o y a l D S M N V. . A n n u a l R e p o r t 2 0 0 7 Life Sciences and Materials Sciences Embracing the Future Royal DSM N.V. P.O. Box 6500 6401 JH Heerlen The Netherlands T + 31 (45) 578 8111 www.dsm.com Every day, millions of people use products containing our ingredients or materials – often without realizing that it is a DSM ingredient that sets these products apart. We supply numerous innovative ingredients and applications to a wide variety of producers in various markets all over the world. Responsible innovation is the key to our success. With a relentless drive to innovate we are defining our future today. At the same time we focus on more sustainable products to help secure a better future for the world. With products and services in Life Sciences and Materials Sciences we are embracing the future by supporting a healthier, more sustainable and more enjoyable way of life. The Unlimited.DSM brand reflects our continuous drive to improve – in sports for example, where innovative development and improvement in nutrition and materials can make the difference. Unlimited.DSM As the innovative Partner in Sports of the Dutch Olympic Committee (NOC*NSF), DSM works closely together with sportsmen and women in their quest for success – and together we help the world of sports move forward. See page 84 for a more in-depth look at DSM and sports. Annual Report 2007 www.dsm.com DSM at a glance DSM’s activities have been grouped into business groups representing coherent product/market combinations. The business group directors report directly to the Managing Board. For reporting purposes the activities are grouped into four strategic clusters: Nutrition, Pharma, Performance Materials and Industrial Chemicals. In addition, DSM reports on a number of other activities, which have been grouped under Other activities. Nutrition Pharma Performance Materials Industrial Chemicals €2,543m Net Sales €981m Net Sales €2,895m Net Sales €1,937m Net Sales DSM Nutritional Products DSM Nutritional Products is the world’s largest supplier of nutritional ingredients, such as vitamins, carotenoids (anti- oxidants and pigments), other biochemicals and fine chemicals, and premixes. - Human Nutrition and Health Producer of functional food ingredients for the food industry and personal care ingredients for cosmetics and skin care product manufacturers. DSM Pharmaceutical Products DSM Pharmaceutical Products is one of the world’s leading providers of high-quality global custom-manufacturing services to the pharmaceutical, biotech and agrochemical industries. DSM Anti-Infectives DSM Anti-Infectives holds global leadership positions in penicillin G, penicillin intermediates (6-APA and 7-ADCA), side chains, semi-synthetic penicillins, semi-synthetic cefalosporins and other active ingredients, such as potassium clavulanate and nystatin. - Animal Nutrition and Health World market leader in vitamins, carotenoids and enzymes for the feed industry. Its products contribute to animal performance (for example for gut flora and bone health) and the environment. DSM Food Specialties DSM Food Specialties is a global supplier of advanced ingredients for the food industry, manufactured with the aid of fermentation and enzyme technology, among other technologies, based on in-depth application knowledge of the chosen market segments. DSM Special Products DSM Special Products produces benzoic acid, sodium benzoate, benzaldehyde and benzyl alcohol. Its products such as Purox® S, Purox® B and VevoVitall® are widely recognized for their purity and quality. The business unit supplies to a wide range of markets. DSM Engineering Plastics DSM Engineering Plastics is a global player in polyamides, polyesters, polycarbonate and extrudable adhesive resins. These materials are used mainly in technical components for the electrics & electronics, automotive, engineering and packaging industries. DSM Fibre Intermediates DSM Fibre Intermediates produces caprolactam and acrylonitrile, which are raw materials for synthetic fibers and plastics. Caprolactam is the raw material for polyamide 6, a versatile material that is used in for example sports and leisure clothes, tires and carpets. It is increasingly used as a high- performance construction material. DSM Dyneema DSM Dyneema is the inventor and manufacturer of Dyneema®, the world’s strongest fiber™. This polyethylene fiber offers maximum strength combined with minimum weight. It is up to 15 times stronger than quality steel and up to 40% stronger than aramid fibers, both on a weight-for-weight basis. The applications are therefore more or less unlimited. DSM Melamine DSM Melamine produces melamine, a product used in impregnating resins and adhesive resins for the wood- processing industry. Applications include laminate flooring, flame retardants, bank notes, car paints and durable plastic tableware. DSM Resins DSM Resins manufactures and sells high-quality resins which are used in a wide variety of everyday applications. By focusing on value-added and eco-friendly solutions, DSM Resins is able to capture many growth opportunities thanks to its market- driven innovation efforts. DSM Elastomers DSM Elastomers manufactures synthetic rubbers (EPDM) and thermoplastic elastomers (TPEs) for use in cars, white goods, various industrial products, construction materials and as motor-oil additives. DSM Agro DSM Agro produces ammonia and nitrogen fertilizers for grasslands and agricultural crops, which it supplies mainly to agricultural wholesalers. DSM Energy DSM Energy participates in the exploration and production of oil and gas on the Dutch Continental Shelf. In line with the acceleration of DSM’s strategy program Vision 2010 – Building on Strengths, the strategic clustering of activities has changed. Below is the new organizational structure, as of 1 January 2008. Nutrition Performance Materials Base Chemicals and Materials I DSM Nutritional Products • Human Nutrition and Health • Animal Nutrition and Health I DSM Food Specialties Pharma I DSM Pharmaceutical Products I DSM Anti-Infectives I DSM Engineering Plastics I DSM Dyneema I DSM Resins Polymer Intermediates I DSM Fibre Intermediates I DSM Agro I DSM Elastomers I DSM Melamine I DSM Energy Annual Report 2007 www.dsm.com Annual Report 2007 www.dsm.com DSM at a glance DSM’s activities have been grouped into business groups representing coherent product/market combinations. The business group directors report directly to the Managing Board. For reporting purposes the activities are grouped into four strategic clusters: Nutrition, Pharma, Performance Materials and Industrial Chemicals. In addition, DSM reports on a number of other activities, which have been grouped under Other activities. Nutrition Pharma Performance Materials Industrial Chemicals €2,543m Net Sales €981m Net Sales €2,895m Net Sales €1,937m Net Sales DSM Nutritional Products DSM Nutritional Products is the world’s largest supplier of nutritional ingredients, such as vitamins, carotenoids (anti- oxidants and pigments), other biochemicals and fine chemicals, and premixes. - Human Nutrition and Health Producer of functional food ingredients for the food industry and personal care ingredients for cosmetics and skin care product manufacturers. DSM Pharmaceutical Products DSM Pharmaceutical Products is one of the world’s leading providers of high-quality global custom-manufacturing services to the pharmaceutical, biotech and agrochemical industries. DSM Anti-Infectives DSM Anti-Infectives holds global leadership positions in penicillin G, penicillin intermediates (6-APA and 7-ADCA), side chains, semi-synthetic penicillins, semi-synthetic cefalosporins and other active ingredients, such as potassium clavulanate and nystatin. - Animal Nutrition and Health World market leader in vitamins, carotenoids and enzymes for the feed industry. Its products contribute to animal performance (for example for gut flora and bone health) and the environment. DSM Food Specialties DSM Food Specialties is a global supplier of advanced ingredients for the food industry, manufactured with the aid of fermentation and enzyme technology, among other technologies, based on in-depth application knowledge of the chosen market segments. DSM Special Products DSM Special Products produces benzoic acid, sodium benzoate, benzaldehyde and benzyl alcohol. Its products such as Purox® S, Purox® B and VevoVitall® are widely recognized for their purity and quality. The business unit supplies to a wide range of markets. DSM Engineering Plastics DSM Engineering Plastics is a global player in polyamides, polyesters, polycarbonate and extrudable adhesive resins. These materials are used mainly in technical components for the electrics & electronics, automotive, engineering and packaging industries. DSM Fibre Intermediates DSM Fibre Intermediates produces caprolactam and acrylonitrile, which are raw materials for synthetic fibers and plastics. Caprolactam is the raw material for polyamide 6, a versatile material that is used in for example sports and leisure clothes, tires and carpets. It is increasingly used as a high- performance construction material. DSM Dyneema DSM Dyneema is the inventor and manufacturer of Dyneema®, the world’s strongest fiber™. This polyethylene fiber offers maximum strength combined with minimum weight. It is up to 15 times stronger than quality steel and up to 40% stronger than aramid fibers, both on a weight-for-weight basis. The applications are therefore more or less unlimited. DSM Melamine DSM Melamine produces melamine, a product used in impregnating resins and adhesive resins for the wood- processing industry. Applications include laminate flooring, flame retardants, bank notes, car paints and durable plastic tableware. DSM Resins DSM Resins manufactures and sells high-quality resins which are used in a wide variety of everyday applications. By focusing on value-added and eco-friendly solutions, DSM Resins is able to capture many growth opportunities thanks to its market- driven innovation efforts. DSM Elastomers DSM Elastomers manufactures synthetic rubbers (EPDM) and thermoplastic elastomers (TPEs) for use in cars, white goods, various industrial products, construction materials and as motor-oil additives. DSM Agro DSM Agro produces ammonia and nitrogen fertilizers for grasslands and agricultural crops, which it supplies mainly to agricultural wholesalers. DSM Energy DSM Energy participates in the exploration and production of oil and gas on the Dutch Continental Shelf. In line with the acceleration of DSM’s strategy program Vision 2010 – Building on Strengths, the strategic clustering of activities has changed. Below is the new organizational structure, as of 1 January 2008. Nutrition Performance Materials Base Chemicals and Materials I DSM Nutritional Products • Human Nutrition and Health • Animal Nutrition and Health I DSM Food Specialties Pharma I DSM Pharmaceutical Products I DSM Anti-Infectives I DSM Engineering Plastics I DSM Dyneema I DSM Resins Polymer Intermediates I DSM Fibre Intermediates I DSM Agro I DSM Elastomers I DSM Melamine I DSM Energy Annual Report 2007 www.dsm.com Annual Report 2007 www.dsm.com Royal DSM N.V. P.O. Box 6500 6401 JH Heerlen The Netherlands T + 31 (45) 578 8111 www.dsm.com Royal DSM N.V. Annual Report 2007 Every day, millions of people use products containing our ingredients or materials – often without realizing that it is a DSM ingredient that sets these products apart. We supply numerous innovative ingredients and applications to a wide variety of producers in various markets all over the world. Responsible innovation is the key to our success. With a relentless drive to innovate we are defining our future today. At the same time we focus on more sustainable products to help secure a better future for the world. With products and services in Life Sciences and Materials Sciences we are embracing the future by supporting a healthier, more sustainable and more enjoyable way of life. The Unlimited.DSM brand reflects our continuous drive to improve – in sports for example, where innovative development and improvement in nutrition and materials can make the difference. Unlimited.DSM As the innovative Partner in Sports of the Dutch Olympic Committee (NOC*NSF), DSM works closely together with sportsmen and women in their quest for success – and together we help the world of sports move forward. See page 84 for a more in-depth look at DSM and sports. Annual Report 2007 www.dsm.com  Key data for 2007 Net sales (x million) Operating profit, continuing operations (before exceptional items) (x million) Net profit, continuing operations (before exceptional items) (x million) €8,757 €823 €558 Net profit (x million) Capital expenditure and acquisitions (x million) Net earnings before exceptional items per ordinary share €429 €568 €3.07 Dividend per ordinary share Workforce (at year-end) CFROI €1.20 23,254 8.3% DSM – the Life Sciences and Materials Sciences company Royal DSM N.V. creates innovative products and services in Life Sciences and Materials Sciences that contribute to the quality of life. DSM’s products and services are used globally in a wide range of markets and applications, supporting a healthier, more sustainable and more enjoyable way of life. End markets include human and animal nutrition and health, personal care, pharmaceuticals, automotive, coatings and paint, electrics and electronics, life protection and housing. DSM has annual sales of almost €8.8 billion and employs some 23,000 people worldwide. The company is headquartered in the Netherlands, with locations on five continents. DSM is listed on Euronext Amsterdam. More information: www.dsm.com. 8 Forward-looking statements This annual report contains forward-looking statements. These statements are based on current expectations, estimates and projections of DSM management and information currently available to the company. The statements involve certain risks and uncertainties that are difficult to predict and therefore DSM does not guarantee that its expectations will be realized. Furthermore, DSM has no obligation to update the statements contained in this annual report. Annual Report 2007 www.dsm.com 1 Book EN_v2.indb 1 Book EN_v2.indb 1 19-02-2008 12:48:56 19-02-2008 12:48:56 Table of contents 3 Key financial data 89 Financial statements 2007 4 Letter from the Chairman 6 Investing in future profitable growth 90 Consolidated financial statements 90 Summary of significant accounting policies 96 Consolidated statements 102 Notes to the consolidated financial statements of Royal 16 Embracing the Future DSM N.V. 138 Financial statements of Royal DSM N.V. 139 Notes to the Royal DSM N.V. balance sheet 147 Other information 147 Auditor’s report 147 Profit appropriation 148 Special statutory rights 150 DSM figures: five-year summary 153 Explanation of some financial concepts and ratios Innovation 18 Report by the Managing Board 19 Highlights of 2007 21 Vision 2010 – Building on Strengths accelerated 24 26 Marketing and branding 26 Purchasing 27 Safety, health and the environment 28 Human resources 29 Research and development (R&D) 32 Corporate ICT 32 Corporate governance 34 Macro-economic review 36 Financial results 40 Review of business 42 Nutrition 50 Pharma 54 Performance Materials 60 64 Other activities Industrial Chemicals 65 Report by the Supervisory Board 68 Corporate organization 70 Remuneration policy regarding the Managing Board and the Supervisory Board 70 Remuneration policy 73 Remuneration in 2007 and changes expected in 2008 77 Corporate governance, risk management and internal control 77 Organization 77 Dutch corporate governance code 77 Governance framework 78 Risk-management system 79 Financial policy 80 Risks 81 Information about the DSM share 84 Innovation is our Sport™ Annual Report 2007 www.dsm.com 2 Book EN_v2.indb 2 Book EN_v2.indb 2 19-02-2008 12:48:59 19-02-2008 12:48:59  Key financial data (consolidated) Throughout this report: • • operating profit (EBIT) and EBITDA do not include exceptional items; net profit before exceptional items is defined as net profit available for profit appropriation (before exceptional items). Key figures (x € million): Net sales, continuing operations Operating profit plus depreciation and amortization, continuing operations (EBITDA) Operating profit, continuing operations (EBIT) Net profit before exceptional items Net result from exceptional items Net profit Depreciation and amortization Cash flow (net profit plus amortization and depreciation) Dividend Capital expenditure (excluding acquisitions) Acquisitions Net debt Shareholders’ equity Total assets Capital employed Per ordinary share in €: Net profit before exceptional items Net profit Dividend Shareholders’ equity Ratios (%): EBIT / net sales EBITDA / net sales Operating working capital / net sales CFROI Gearing (net debt / equity plus net debt) Equity / total assets Cash flow from operating activities / net sales EBITDA / net finance costs Workforce: Year-average workforce Workforce at 31 December 2007 8,757 1,247 823 558 (129 ) 429 574 1,003 214 475 93 1,338 5,310 9,828 5,982 3.07 2.35 1.20 1 30.42 9.4 14.2 21.4 8.3 19.9 54.8 9.4 16.6 22,433 23,254 2006 8,352 1,275 835 551 (4 ) 547 451 998 197 457 44 921 5,784 10,091 6,303 2.85 2.83 1.00 30.03 10.0 15.3 21.6 8.5 13.6 58.0 7.5 15.7 21,436 22,156 1 Subject to approval by the Annual General Meeting of Shareholders. Annual Report 2007 www.dsm.com 3 Book EN_v2.indb 3 Book EN_v2.indb 3 19-02-2008 12:48:59 19-02-2008 12:48:59  Letter from the Chairman Dear reader, On 1 May 2007 I was pleased to take over the role of Chairman from Peter Elverding, who contributed a great deal to DSM. One of my resolutions was to communicate with all DSM stakeholders about our direction, developments and achievements. In my opinion, a dialogue with everyone who has an interest in DSM is very important. In this annual report you will read about innovation, which is at the core of our business. Another element that is at the heart of our organization is responsibility. And finally, you will find in this annual report many examples of why we call ourselves Unlimited .DSM. The year behind us was in many respects an important and exciting one. We announced the acceleration of our Vision 2010 – Building on Strengths strategy with ambitious, but attainable, new growth targets aimed at further value creation. By accelerating our shift to a Life Sciences and Materials Sciences company we are convinced that we can contribute to unmet needs in the area of climate change, health & wellness and a more sophisticated society. The unique combination of Life Sciences and Materials Sciences offers us an interesting platform for growth, amongst others in (white) biotechnology and biomedical materials. At the same time we are stepping up our search for acquisitions, while maintaining our disciplined acquisition criteria. The businesses that do not fit in with our new strategic thrust are being carved out and divested or partnered with other companies. I admire the professionalism of the employees of these businesses in dealing with their new futures. In 2007 we announced several new investments which will contribute to future growth. Also, we announced a second share buy-back program of €750 million and we proposed to increase the annual dividend for 2007 by 20% to €1.20 per ordinary share, the largest dividend increase in 12 years. DSM performed well in 2007. We surpassed our sales growth objective and our operating profit from continued operations almost mirrored the record achieved in 2006. Our earnings per share before exceptional items clearly increased. All this was achieved despite considerable headwind such as the weak US dollar, continued high oil and raw-material prices and the phasing out of some favorable contracts. At the same time we stepped up our investments in innovations and expansion, as planned. Innovation-related sales surpassed €350 million in 2007. We are well on our way to reaching our objective of €1 billion in innovation-related sales by the year 2010. With many new innovative products launched in 2007 and many more in the pipeline for the coming years, we are showing that innovation is really embedded in our organization. It is becoming a part of our culture. The same goes for knowing what our customers want and need. A company’s success depends on its ability to anticipate its customers’ future needs. Growth in the emerging markets remains very strong. We have raised our sales target for China from USD 1.0 billion to USD 1.5 billion in 2010. In 2007 we realized USD 956 million in sales in China, up 23% from almost USD 775 million in 2006. For countries such as Brazil, India and Russia we are also seeing further growth. In the area of sustainability, we have doubled our energy savings target from 1% to 2% per year. All our other targets have been confirmed. Safety, of course, remains a priority for us. We are once again ranked among the global leaders in sustainability in our sector and have the ambition to remain a global leader. A further reduction of our eco-footprint and increased utilization of renewable resources are other key elements in our sustainability policy. Many of our products help reduce CO 2 and other emissions. At the end of 2007 we conducted our first employee- engagement survey on a global scale. An engaged workforce is critical and I have every confidence that our employees are able to make Vision 2010 a success. We have proven before that we are able to transform ourselves. A word of thanks to Peter Elverding, who in May 2007 stepped down as Chairman of the Managing Board after eight years. He played a pivotal and inspiring role in guiding DSM through the transformations set out in especially Vision 2005. Annual Report 2007 www.dsm.com 4 Book EN_v2.indb 4 Book EN_v2.indb 4 19-02-2008 12:49:00 19-02-2008 12:49:00 Letter from the Chairman The DSM Managing Board (from left to right): Jan Zuidam (deputy chairman), Rolf-Dieter Schwalb, Feike Sijbesma (chairman), Nico Gerardu and Stephan Tanda. With the appointment of Stephan Tanda as member of the Managing Board, we have completed our management team. With two of the five current Managing Board members being non-Dutch nationals, international diversity of our top management has further increased. The composition of our Supervisory Board also changed in 2007. Okko Müller stepped down after serving the maximum term of twelve years on the Supervisory Board. I would like to thank him for his commitment and his valuable contribution to DSM. Our progress in 2007 would not have been possible without the efforts of all our 23,000 employees and the continued support of our customers and shareholders. I am confident that our accelerated Vision 2010 strategy with a focus on Life Sciences and Materials Sciences will create significant value for all our eholders in the years to come. stakeholders in the years to come. e Sijbebebbebbbbebeebbebbbebebebebbebbebbbbebbbbbebebbbbebbbbbbbeebbbbbbbbbbbbbbbbbbbb sma Feike Sijbesma rman of the Managing Board Chairman of the Managing Board feike.sijbesma@dsm.com Annual Report 2007 www.dsm.com 5 Book EN_v2.indb 5 Book EN_v2.indb 5 19-02-2008 12:49:01 19-02-2008 12:49:01  Investing in future profitable growth In order to secure sustainable profitable growth in the future, investments are essential. They form an integral part of the Vision 2010 – Building on Strengths strategy. DSM is not only expanding production capacity in several areas, but is also committed to continued investments in innovation. In order to achieve external growth, the company has stepped up its search for acquisitions. Venturing remains an important activity to explore new technologies and business areas. In 2007 capital expenditure on intangible assets and property, plant and equipment (excluding acquisitions) amounted to €475 million compared to €457 million in 2006. This was more than the level of amortization and depreciation before exceptional items. For 2008, DSM expects capital expenditure to rise versus 2007. As indicated in Vision 2010, DSM expects the average annual level of capital expenditure to be approximately €0.5 billion. DSM acquired three companies in 2007, while six investments were made by DSM Venturing. Several decisions were taken for capacity expansions in various parts of the company. In 2008, too, DSM expects to announce several capacity expansions, all in line with the Vision 2010 strategy. An amount of €200 million has been earmarked for venturing activities over the period 2005-2012. Additional expenses for innovation will gradually rise to €70 million per year. In 2007 these amounted to more than €50 million compared to 2005. DSM expects to spend more than €75 million per year on small new business acquisitions until 2010. All these investments, in combination with capital expenditure, will enable DSM to achieve its target of realizing €1 billion in innovation-related sales in 2010 and an organic sales growth of more than 5% per year for the period until 2010. This growth should be complemented by acquisitions. In the following list all main announcements, especially major investments and acquisitions made in 2007 are summarized: 30 January DSM announces the decision to build a DSM China Campus in the Zhangjian Hi-Tech Park in the Pudong New Area of Shanghai (China). The campus will comprise all Shanghai offices of DSM China and several business groups as well as the R&D labs of DSM in China. 19 February DSM announces an equity investment in 15 March 27 March 15 June 28 June 5 July Harland Medical Systems, Inc. Harland markets technologies and solutions in medical coating applications. This is the third investment by DSM in a biomedical company in one year. DSM acquires Pamako Engineering AG in Zurich (Switzerland). The acquisition includes Pamako’s technology for the production of UHMWPE (Ultra High Molecular Weight Polyethylene) based products. DSM will further develop and improve this technology and incorporate it in its existing business for Dyneema® . DSM announces an investment in a new plant for producing engineering plastics compounds in India. The plant will triple DSM’s capacity for the production of Akulon® PA6, Arnite® PBT and PET, and Stanyl® PA46 in India. DSM concludes that the greatest value for DSM Anti-Infectives will be generated through a partnering strategy possibly with – partial – disposals combined with innovation initiatives and further restructuring to improve profitability. DSM announces a comprehensive profit improvement program for DSM Nutritional Products that, through a mix of cost savings and increased profits from higher revenues, is expected to deliver an annual minimum of €100 million in improved profitability by 2010. DSM acquires privately owned Pentapharm Holding Ltd. The company, with sales of some €40 million per annum, employs about 200 people. Pentapharm holds a globally leading position in the development and production of active ingredients and system solutions for the cosmetics industry. Annual Report 2007 www.dsm.com 6 Book EN_v2.indb 6 Book EN_v2.indb 6 19-02-2008 12:49:05 19-02-2008 12:49:05  Investing in future profitable growth The DSM NeoResins+ expansion in Meppen (Germany) has been completed successfully. The new manufacturing unit will manufacture specialty polyurethane dispersions for high-end decorative professional and DIY trim paints, metal and plastic coatings and parquet lacquers. 5 November DSM Venturing participates in a financing round 6 November in Ganeden Biotech, Inc., a US probiotics company which markets dietary supplements focused on digestive health. In Jiangyin (China) DSM will expand engineering plastics compounding capacity by 50%. This expansion is an enhancement of DSM’s existing capacity, which was doubled in 2006 with the opening of this new site. 26 November DSM NeoResins+ successfully completes the new water-based alkyd manufacturing unit at its existing site in Hoek van Holland (Netherlands). 5 December DSM announces a €25 million investment in a new factory for the production of waterborne acrylic resins in China. 6 December DSM Anti-Infectives signs a partnership with Mumbai (India) based Arch Pharmalabs Ltd. 20 December DSM Venturing makes an investment in Novomer, Inc. This US company is engaged in the development of a technology platform to use carbon dioxide and other renewable materials to produce performance polymers, plastics and other chemicals. 27 August DSM Venturing makes an investment in Food Quality Sensor International, Inc. This is the first equity investment in the field of Specialty Packaging, one of the Emerging Business Areas selected in Vision 2010. 26 October 3 September Construction of the DSM China Campus commences. It will be DSM’s biggest and most important research facility outside Europe and the United States. 5 September DSM Venturing invests in Jurilab Oy, a Finnish company specialized in the discovery of gene- disease associations and their application to healthcare. 11 September DSM announces a restructuring of the manufacturing activities of DSM Nutritional Products in China and the development of the Xinghuo site in Shanghai as a strategic manufacturing base. As a consequence, the Gonglu site, also in Shanghai, will be closed. 18 September The Dutch government announces that it will provide funding of €45 million to the BioMedical Materials program, initiated by DSM and the University of Maastricht. The program is a public-private partnership focusing on research and development of biomedical materials. The program has a provisional budget of €90 million and will run for five years. 21 September DSM NeoResins+ announces an investment of €30 million in a new factory for waterborne emulsion resins in Waalwijk (Netherlands). 24 September DSM Venturing announces an investment in the Danish company Upfront Chromatography A/S, the world’s leading developer of customized industrial protein chromatography processes. 27 September DSM announces the acceleration of Vision 2010 – Building on Strengths with a focus on Life Sciences and Materials Sciences. As a consequence DSM initiates a disposal program for non-core businesses and a stepped-up search for acquisitions to achieve external growth. DSM announces a €25 million investment in capacity expansion and modernization of the caprolactam plant in Geleen (Netherlands). DSM will invest to expand Dyneema UD production by 25% in Greenville, North Carolina (United States). The new line is expected to come on stream in 2008. 5 October 8 October Annual Report 2007 www.dsm.com 7 Book EN_v2.indb 7 Book EN_v2.indb 7 19-02-2008 12:49:05 19-02-2008 12:49:05 Life Sciences and Materials Sciences Food ingredients & Polymers DSM is one of the biggest suppliers of dairy ingredients in the world. DSM is also one of the world leaders in polymers used in many everyday applications. Annual Report 2007 www.dsm.com 8 Book EN_v2.indb 8 Book EN_v2.indb 8 19-02-2008 12:49:05 19-02-2008 12:49:05 Annual Report 2007 Annual Report 2007 www.dsm.com www.dsm.com 9 9 Book EN_v2.indb 9 Book EN_v2.indb 9 19-02-2008 12:49:18 19-02-2008 12:49:18 Life Sciences and Materials Sciences Vitamins & Automotive DSM is the world’s largest supplier of nutritional ingredients such as vitamins, which are used in a wide variety of food products, including pet food. Numerous DSM materials can be found in the automotive industry. Annual Report 2007 www.dsm.com 10 Book EN_v2.indb 10 Book EN_v2.indb 10 19-02-2008 12:49:31 19-02-2008 12:49:31 Annual Report 2007 www.dsm.com 11 Book EN_v2.indb 11 Book EN_v2.indb 11 19-02-2008 12:49:41 19-02-2008 12:49:41 Life Sciences and Materials Sciences Taste enhancers & Electronics Annual Report 2007 www.dsm.com 12 Book EN_v2.indb 12 Book EN_v2.indb 12 19-02-2008 12:49:51 19-02-2008 12:49:51 DSM is a major supplier of ingredients for flavorings and flavor enhancers. The company also makes many materials used in components for mobile phones, computers and other consumer electronics. Annual Report 2007 www.dsm.com 13 Book EN_v2.indb 13 Book EN_v2.indb 13 19-02-2008 12:50:04 19-02-2008 12:50:04 Life Sciences and Materials Sciences Enzymes & Synthetic fibers DSM is a world leader in the development of new enzymes for the food and beverage industries. It is also the inventor and producer of ultra-strong fibers that are used in the fishing, shipping and offshore industries. Annual Report 2007 www.dsm.com 14 Book EN_v2.indb 14 Book EN_v2.indb 14 19-02-2008 12:50:16 19-02-2008 12:50:16 Annual Report 2007 www.dsm.com 15 Book EN_v2.indb 15 Book EN_v2.indb 15 19-02-2008 12:50:27 19-02-2008 12:50:27  Embracing the Future In today’s society we need to take care of tomorrow. After all, our dependency on fossil fuels is putting increasing strain on the earth’s resources. The continued increase in greenhouse-gas emissions is leading to growing concern about the environment. With the continued growth of the emerging economies, it will be a challenge to balance the population growth combined with higher standards of living in these countries with lower emissions on a global scale. A growing and aging world population increases the need for health and wellness products. At the same time, a more connected society is asking for new functionalities – products that are faster, lighter and easier to use. For the pharmaceutical industry, too, the supply of innovative and reliable ingredients is key. Growth in this industry is driven by technological advancements and demographics. Life expectancy has grown in the western world. In the emerging economies, population is rising fast, while life expectancy is also on the rise thanks to a higher standard of living. However, our longevity and improved health and well-being come at a steep price. Spending on healthcare and pharmaceuticals is growing exponentially. There is increased pressure on the pharmaceutical industry not only to contain costs but also to continue delivering new medicines in order to maintain earnings growth. In this industry reliable, experienced partners for outsourcing are in high demand. Addressing all these issues makes innovation more important than ever. Innovation requires creativity, the ability to think ‘out of the box’ to come up with new solutions that help to improve the quality of life and make the world more sustainable. The future is for us to make, today. However, while pharmaceutical companies’ expenditure on research and development (R&D) has increased in recent years, R&D productivity has declined. In order to improve their development pipelines, these companies are increasingly The wealth of health The western world is being confronted with a rapid increase in diseases and disorders such as obesity, cardiovascular disorders and diabetes, which are connected with modern lifestyle patterns. Close to 80% of medicines used today serve to combat diseases that are related to nutrition and lifestyle. Demand for innovative food and food ingredients is growing, as consumers are increasingly paying attention to their daily diets and are turning to foods with certain functionalities. In personal care, too, consumers are placing ever higher demands on the health and beauty effects of products. At the same time, many developing countries are facing health issues related to the daily diet of their population. Staple foods in these countries are poor in micronutrients, such as vitamins and minerals. It is widely acknowledged that this ‘hidden hunger’ is holding back the development of these countries. looking for new opportunities, for instance in biopharmaceuticals. Meeting the rapidly growing demand for protein-rich diets requires feed ingredients that foster animal growth and reduce the ecological impact of animal farming, while at the same time safeguarding the health of both the farmed animal and the ultimate human consumer. The need to replace conventional growth promoters in animal feed calls for innovation in feed ingredients. Biological drugs such as proteins and monoclonal antibodies, produced with living cells, are a fast growing and very promising area with many possibilities to deal with diseases which cannot be addressed by conventional drugs. More research needs to be done to improve the yields for these new, still relatively expensive, drugs. All this calls for sophisticated ingredients from manufacturers with expertise in the safety, quality and traceability of the ingredients they supply. Based on a growing understanding of the impact of nutrition on physical and mental health as well as well-being, there is an increasing belief that the current clear distinction between pharmaceuticals and nutrition will diminish in the longer term. Annual Report 2007 www.dsm.com 16 Book EN_v2.indb 16 Book EN_v2.indb 16 19-02-2008 12:50:39 19-02-2008 12:50:39  Embracing the Future Also, people are becoming more concerned about their personal safety, which increases the need for lightweight materials to protect both people and their transport means. In short, performance materials need to be better and stronger. Stronger, because this means that less material is needed to deliver the same performance. And less material means a smaller eco-footprint in both production and use. It also means less overall costs thanks to increased durability. Crossing roads As demand for materials from alternative sources increases, biotechnology is having an increasing impact on the world of materials. This results in biodegradable and biorenewable materials, such as biopolymers, to be used in for example biomedical and packaging applications. Apart from the increased popularity of so-called hybrid cars, biofuels are increasingly considered as an alternative to traditional fuels. Especially the so-called second generation, which is not competing with crops that can also be used for food consumption, could very well be a viable alternative to fossil fuels. This second generation allows the use of a much wider range of raw materials, with less impact on the food chain. They are also more environmentally friendly. Also, materials are increasingly applied in medical applications. This opens a new emerging field of biomedical materials. These will play a key role in enabling medical breakthroughs in healthcare, such as the introduction of drug-eluting materials. Although today’s society appears to have many problems, at the same time new solutions are on the horizon. Dedication to innovation and research and an open mind to new technological developments can help in reducing greenhouse- gas emissions and providing a better quality of life, now and in the future. Less is more Individualization and global networking characterize today’s society. With the rapid advancement of technology and higher standards of living in emerging markets, more and more products are finding their way to an ever-faster growing group of consumers. Products such as MP3 players, mobile phones and handheld computers are not only finding increasing usage, but are also starting to converge, incorporating more functionality. Environmental concerns and worries about climate change call for new, advanced and ‘green’ materials with superior properties. In cars for instance, some metal parts such as trunks can be replaced by composite resins, helping to reduce weight resulting in lower fuel consumption. The electronics industry is on the look-out for new engineering plastics to deal with the ongoing miniaturization trend, among other things; the automotive sector is searching for lighter and stronger materials, to reduce energy use and CO2 emissions. The building and construction sectors require advanced materials, partly to replace conventional materials such as steel. In the paints and coatings industry, there is increasing demand – partly due to stricter regulations – for waterborne products that do not contain harmful solvents. The trend that calls for more durable and more eco-friendly solutions is also visible in packaging. Annual Report 2007 www.dsm.com 17 Book EN_v2.indb 17 Book EN_v2.indb 17 19-02-2008 12:50:42 19-02-2008 12:50:42  Report by the Managing Board DSM performed well in 2007 with good sales growth and strong results in light of the challenges faced by the company during the year. Net sales and supplies x € million Nutrition Pharma Performance Materials Industrial Chemicals Other activities Intra-group supplies Total, continuing operations Discontinued operations Net sales Supplies 2007 2006 2007 2006 Sales by segment from continuing operations Nutrition Pharma Performance Materials Industrial Chemicals Other activities 2,543 2,407 2,590 2,463 5 5 981 916 1,031 967 22 2,895 2,753 2,901 2,759 1,937 1,872 2,205 2,135 401 404 455 422 - - (425) (394) 22 29 11 29 11 33 33 2007 in % 2006 8,757 8,352 8,757 8,352 EBITDA / net sales from continuing operations in % of net sales - 28 - 28 2006 2007 20 (cid:116) 15 (cid:116) 10 (cid:116) 5 (cid:116) 0 (cid:116) Nutrition Pharma Performance Materials Industrial Chemicals Total DSM 8,757 8,380 8,757 8,380 Operating profit plus depreciation and amortization (EBITDA) Operating profit (EBIT) x € million Nutrition Pharma Performance Materials Industrial Chemicals Other activities 2007 2006 x € million 2007 2006 405 174 415 292 (39) 464 Nutrition 146 Pharma 429 Performance Materials 269 Industrial Chemicals (33) Other activities 264 93 321 225 (80) 314 65 329 196 (69) Total, continuing operations 1,247 1,275 Total, continuing operations Discontinued operations - (1) Discontinued operations 823 - 835 (1) Total DSM 1,247 1,274 Total DSM 823 834 End-use markets Health and nutrition Pharmaceuticals Agriculture Electrics / electronics Metal / building / construction Packaging Automotive / transport Other Textiles 14 4 5 6 9 15 3 5 6 10 29 11 29 9 Sales by origin from continuing operations Sales by destination from continuing operations Netherlands Rest of Europe North America China Asia Pacific Rest of the World 4 5 6 13 3 5 5 14 44 46 Netherlands Germany France United Kingdom Rest of Europe China Asia Pacific North America Rest of the World 9 9 8 10 18 13 11 6 4 19 13 11 6 4 8 14 8 15 28 27 8 22 8 21 2007 in % 2006 2007 in % 2006 2007 in % 2006 Annual Report 2007 www.dsm.com 18 Book EN_v2.indb 18 Book EN_v2.indb 18 19-02-2008 12:50:45 19-02-2008 12:50:45 Report by the Managing Board Highlights of 2007 Vision 2010 – Building on Strengths accelerated Innovation Marketing and branding Purchasing Safety, health and the environment Human resources Research and development (R&D) Corporate ICT Corporate governance Macro-economic review Financial results Highlights of 2007 General DSM performed well in 2007 with good sales growth and strong results in light of the challenges faced by the company during the year. The US dollar weakened significantly and raw- materials and energy prices remained high. Some favorable contracts in relation to the acquisition of Roche vitamins expired during the year and in some business segments DSM had to deal with strong competition. DSM managed, however, to increase sales volumes and selling prices and saw only a slight increase in fixed out-of-pocket costs compared to the previous year, despite higher expenditure on innovation, being an important investment in future profitable growth. In anti- infectives DSM saw a rapid temporary price increase in 2007. In the area of Nutrition we were able to successfully differentiate ourselves from the competition. In 2007, sales from continuing operations increased by 5%. Organic sales growth amounted to 7%. This is 2% above the strategic target of 5%. Organic volume growth amounted to 3%, selling prices increased by 4%. Exchange rates on balance had a negative effect of 3%. The volume increase was particularly strong in the Nutrition and Performance Materials clusters. The Industrial Chemicals cluster succeeded in achieving good volume growth while at the same time passing on the increased feedstock and energy costs in selling prices. The strongest price increase was realized by the Pharma cluster due to temporary shortages on the market for anti-infectives. The operating profit from continuing operations amounted to €823 million, a decrease of 1% compared to the record of 2006. Value creation clearly materialized once again in 2007, as the CFROI of 8.3% surpassed the company’s weighted average cost of capital by 80 basis points. Nutrition The Nutrition cluster realized sales growth of 6%. Organic volume growth amounted to 7% while prices were 2% higher. Exchange rates had a negative effect of 4%. In DSM Nutritional Products both Animal Nutrition and Health and Human Nutrition and Health achieved solid volume growth. The negative price trend in the more mature part of the business was stopped and partly reversed by a differentiation strategy. Nevertheless, DSM Nutritional Products’ operating profit declined as higher organic growth did not fully compensate for the expiration of the Roche contracts, higher energy and raw- material costs, higher innovation expenditure and negative exchange-rate effects. DSM Food Specialties’ sales and operating profit decreased due to the contractual phasing-out of the phytase tolling business in 2006. Higher sales volumes and margins as well as lower fixed costs caused a strong improvement (back to a small profit) at DSM Special Products. Pharma The Pharma cluster saw sales rise by 7% due to the much higher selling prices at DSM Anti-Infectives. Prices contributed 11% to the sales growth, while volumes declined by 3%. In 2007 the composition of the Managing Board of DSM changed due to the retirement of Peter Elverding and the appointment of Stephan Tanda. The Board continues to consist of five members. The following table gives an overview of the main responsibilities of the individual Managing Board members as from 1 January 2008: Feike Sijbesma Chairman Overall Jan Zuidam Deputy Chairman Pharma, Polymer Intermediates, Special Products Rolf-Dieter Schwalb CFO Finance Nico Gerardu Stephan Tanda Member Member Performance Materials, Base Chemicals and Materials Nutrition Annual Report 2007 www.dsm.com 19 Book EN_v2.indb 19 Book EN_v2.indb 19 19-02-2008 12:50:47 19-02-2008 12:50:47 Report by the Managing Board The operating result of DSM Anti-Infectives improved strongly from the loss in 2006, as a result of much higher prices and the effect of restructuring measures. Volumes declined due to strong inventory effects in the volatile markets. The effect of higher selling prices had almost disappeared at the end of the fourth quarter. The operating profit of DSM Pharmaceutical Products was close to the level of 2006, as the business group was almost able to compensate for the expiration of Roche contracts. DSM increased its innovation effort, specifically in the development of a new technology platform for active ingredients for generic drugs. Performance Materials Increased volumes and higher selling prices resulted in a sales increase of 5%. Organic volume growth was 5%. Negative exchange-rate effects of 2% offset the higher price levels (2% higher on average). Operating profit decreased slightly, caused by DSM Engineering Plastics mainly due to a production outage of DSM Fibre Intermediates’ caprolactam plant. Higher fixed costs due to a higher activity level and increased innovation efforts affected the operating profit of all business groups, as did higher feedstock costs. DSM Dyneema’s operating profit was higher due to higher volumes. DSM Resins’ operating profit was slightly higher as a result of higher sales volumes, margins and fixed costs. DSM Elastomers posted a slightly higher operating profit; higher sales volumes were partly offset by lower margins as a result of strongly increased raw-material prices and a weak US dollar. Industrial Chemicals The Industrial Chemicals cluster showed a full-year sales increase of 3%. Organic volume growth amounted to 3% and prices were on average 5% higher. Exchange rate effects had a negative impact of 4%. The strong increases in energy and raw-material prices could on balance be fully passed on to the market. DSM Fibre Intermediates’ result increased thanks to higher margins. The operating profit of DSM Melamine increased strongly due to higher selling prices and the positive effect of its withdrawal from the AMEL joint venture in 2006. Higher margins led to a higher operating profit for DSM Agro. Lower prices for gas and a lower production level resulted in a lower operating profit at DSM Energy. Corporate strategy DSM decided to bring forward the mid-term evaluation of its Vision 2010 – Building on Strengths strategy , originally planned for 2008. In this mid-term review, the company’s strategic direction and priorities were scrutinized, and progress made was evaluated. DSM is convinced that it has chosen the right strategic direction with Vision 2010 and that its evolution towards a Life Sciences and Materials Sciences company should be accelerated. Therefore, DSM will spur the growth of its core activities in the realms of Life Sciences and Materials Sciences and has raised its ambitions for organic growth in these fields. Ongoing commitment to innovation will drive this growth, actively exploiting the company’s potential created by its unique and coherent portfolio of market positions and technologies. Further on, more details will be given. In addition we announced a number of changes to our financial policies, such as a new dividend policy. A 20% increase in the dividend, to €1.20 per ordinary share, will be proposed at the Annual General Meeting of Shareholders of 2008. Furthermore, having completed the share buy-back program initiated in 2006, DSM has started a new program for a total consideration of €750 million, to be completed in 2008. DSM may halt the buy-back at any time, if a major acquisition needs financing. DSM also reconfirmed its commitment to sustainability and will actively pursue this to reach the ambitious targets for 2010 set in its Triple P (People, Planet, Profit) program. Vision 2010 targets Organic sales growth EBITDA margins : Nutrition Pharma Performance Materials Polymer Intermediates Previous target New target 3-5% >5% >18% >18% ≥16% >18% >19% >17% >13% (average) Sales in China (by 2010) USD 1 billion USD 1.5 billion Growth from innovation (by 2010) CFROI Specialty profile Sustainability €1 billion € 1 billion WACC (8%) + WACC (7.5%) + 50 basis points 100 basis points 50 ➔ 60% Towards 60% Triple P program Energy savings targets doubled; other targets confirmed Total shareholder return Above peer- Above peer- group average group average Annual Report 2007 www.dsm.com 20 Book EN_v2.indb 20 Book EN_v2.indb 20 19-02-2008 12:50:47 19-02-2008 12:50:47 Report by the Managing Board Highlights of 2007 Vision 2010 – Building on Strengths accelerated Innovation Marketing and branding Purchasing Safety, health and the environment Human resources Research and development (R&D) Corporate ICT Corporate governance Macro-economic review Financial results Turane™ DSM Resins developed Turane™ resin technology for the automotive market. This new technology reduces cycle times in the manufacture of composite components for trucks. Turane™ composites equal epoxy-based materials in terms of performance. Composite truck parts save weight and thus help to reduce CO2 emissions. Turane™ was used in the bodywork of the lightweight Nuna4, the winner of the Panasonic World Solar Challenge for solar-powered vehicles. The vehicle weighed barely 200 kg. PA4T DSM has developed PA4T, the first new polymer in the 21st century worldwide. A small-scale market development plant will open in the first quarter of 2008. PA4T is a new high-performance polymer and the answer to market trends that call for miniaturization and convergence of electronic devices such as cell phones and computers. It will assist carmakers in continued weight reduction efforts for better fuel efficiency and lower costs. At selected customers, pre-marketing has started. Financials DSM’s financial position remained strong in 2007. Higher costs for energy, raw materials and innovation investments could be largely offset by price increases and by strict cost-control programs. Fixed out-of-pocket costs, amounting to €2.3 billion in 2007, increased only slightly compared to the previous year. The rating institutions maintained their Single A credit rating for DSM. The company aims to generate a healthy cash flow. In 2007, cash flow from operating activities showed a 31% increase to €825 million. Net debt stood at €1,338 million at year-end, an increase of €417 million. The increase was mainly due to the share buy- back program. DSM initiated a second €750 million buy-back program in 2007, after successfully completing the first program of €750 million. Gearing stood at 20% at year-end. Capital expenditure (excluding acquisitions) amounted to €475 million, €51 million more than the level of depreciation and amortization before exceptional items. As indicated in Vision 2010, DSM expects the annual average level of capital expenditure to be approximately €0.5 billion. Vision 2010 – Building on Strengths accelerated In October 2005 DSM defined its Vision 2010 – Building on Strengths strategy . The mid-term evaluation, originally planned for 2008, was brought forward to 2007. The company’s strategic direction and priorities were scrutinized, and progress made was evaluated. DSM is convinced that it has chosen the right strategic direction with Vision 2010 and that its evolution towards a Life Sciences and Materials Sciences company should be accelerated. In this light a number of activities have been identified that do not fit in with the strategic thrust. These businesses will be carved out and divested to new owners for whom there is a stronger strategic fit and under whose ownership they can prosper further. These businesses, including DSM Agro, have been grouped in a new Base Chemicals and Materials cluster with effect from 1 January 2008. DSM has concluded that the Citric Acid business will be better able to strengthen its market position and serve its customers in a partnership scenario. To facilitate the process towards an engagement with a third party, Citric Acid was carved out of DSM Nutritional Products and integrated into the Base Chemicals and Materials cluster as of 1 January 2008. Annual Report 2007 www.dsm.com 21 Book EN_v2.indb 21 Book EN_v2.indb 21 19-02-2008 12:50:47 19-02-2008 12:50:47 Report by the Managing Board After studying all options it was concluded that the best way to generate maximum value from the Anti-Infectives business would be through a partnering strategy, possibly with partial disposals. As part of this strategy, DSM Anti-Infectives will be carved out into a separate entity. 2005. An additional objective is that DSM should become an intrinsically innovative company, with excellent innovation practices and an above-average return on innovation investments and with employees to whom innovation comes naturally. DSM Fibre Intermediates, in 2007 part of Industrial Chemicals, will be reported in a new cluster, Polymer Intermediates. The activities provide backward integration for DSM Engineering Plastics and have a strong leadership position. In 2007, further improvement practices and a uniform innovation reporting structure were implemented and a systematic approach towards building an innovation pipeline was adopted. As of 1 January 2008, DSM has five reporting clusters: Nutrition, Pharma, Performance Materials, Polymer Intermediates and Base Chemicals and Materials. A stepped-up search for acquisition opportunities will further accelerate DSM’s evolution towards a Life Sciences and Materials Sciences company. DSM will maintain its disciplined acquisition policy. Although DSM in principle wants to safeguard its current single A credit rating by the major rating agencies, DSM is willing to accept temporarily a deviation from single A ratios if an exceptional, strategically very attractive, large opportunity to strengthen the portfolio requires this. Even with the share buy-back program there is significant acquisition headroom available, especially considering the disposal program. DSM’s shift will deliver faster growth, higher margins and improved earnings quality. At the same time the review confirmed DSM’s key strategic drivers of market-driven growth and innovation, an increased presence in emerging economies and operational excellence. In these processes the DSM Innovation Center, established in 2006 to steer and monitor all developments in the innovation field, played a leading role . Furthermore, a large number of new people were hired throughout the company and actions were taken to be able to focus more specifically on DSM’s commercialization and launch skills. To accelerate its innovation efforts, DSM continues to invest in emerging companies as well as in add-on acquisitions. In 2007 DSM acquired Pamako Engineering AG in Switzerland, owner of technology for the production of UHMWPE (Ultra High Molecular Weight Polyethylene) based products. This technology will be used by DSM Dyneema. DSM Nutritional Products acquired the privately owned company Pentapharm Holding Ltd., a global leader in the development and production of active ingredients and system solutions for the cosmetics industry. The company is particularly well known for its capabilities in innovation, which have won it high regard amongst customers and strong brand recognition in the industry. 1. Market-driven growth and innovation DSM aims for sales growth based on existing leadership positions, accelerated by innovation as well as selective acquisitions. This should lead to an annual organic sales growth of more than 5% per year. Organic sales growth in 2007 amounted to 7%. DSM Venturing invested in Harland Medical Systems, Inc., a US company that markets technologies and solutions in medical coating applications. It also invested in Food Quality Sensor International, Inc., a US-based company which develops and commercializes novel technologies to detect the freshness levels of perishable foods. Additional innovation spend in 2007 amounted to more than €50 million compared to 2005. In 2010 this amount will reach €70 million. DSM is fully committed to its Vision 2010 target of generating an additional €1 billion in sales from innovation by 2010. Furthermore, DSM Venturing invested in Jurilab Oy, a Finnish company specialized in the discovery of gene-disease associations and their application to healthcare. DSM Venturing also participated in an investment round in the Danish company Upfront Chromatography A/S, the world’s leading developer of customized industrial protein chromatography processes. The company is confident that the pipeline of products currently in development will enable this target to be met. In 2007 innovation-driven sales surpassed €350 million. To create new business platforms for the medium and long term, four specific Emerging Business Areas (EBAs) were identified in DSM Venturing participated in a financing round in Ganeden Biotech, Inc., a US probiotics company which markets dietary supplements focused on digestive health. At the end of 2007, DSM Venturing announced an investment in Novomer, Inc. This US-based company is developing a technology platform Annual Report 2007 www.dsm.com 22 Book EN_v2.indb 22 Book EN_v2.indb 22 19-02-2008 12:50:50 19-02-2008 12:50:50 Report by the Managing Board Highlights of 2007 Vision 2010 – Building on Strengths accelerated Innovation Marketing and branding Purchasing Safety, health and the environment Human resources Research and development (R&D) Corporate ICT Corporate governance Macro-economic review Financial results to use carbon dioxide and other renewable materials to produce performance polymers, plastics and other chemicals. In addition to the investment, DSM and Novomer intend to sign a cooperation agreement. In Jiangyin DSM will increase its engineering plastics compounding capacity by 50%. In addition a new Akulon® plant is being built there that will commence operations in the course of 2008. DSM has also made additional investments in ventures in which it already participated and has invested in venturing funds. An evaluation of the venturing activities resulted in a commitment to further expand DSM Venturing, as it has yielded positive results thus far, both financially and strategically. DSM has therefore earmarked up to €200 million for future venturing investments until 2012 and has also decided to consider investing in more grown-up young companies as well as in companies in the emerging economies. Over the past few years DSM has been experiencing growth rates in China of around 20% per year. Sales in China in 2007 amounted to USD 956 million, 23% more than in 2006. This has enabled us to raise the 2010 sales target for China from USD 1.0 billion to USD 1.5 billion. In China, DSM continues to seek government approval for two joint ventures with North China Pharmaceutical Group Corporation Ltd. One joint venture is in the area of nutritional products (especially vitamin C and B12) and the other for anti- infective products (especially beta lactam antibiotics). In 2007, DSM invested in a new plant for engineering plastics compounds in the Ranjangaon MIDC industrial zone, near Pune (India). With regard to Brazil and Russia, business opportunities were charted in 2007 and various investment decisions will be taken in 2008. 3. Operational excellence Operational excellence continues to be an important area in the pursuit of sustainable value creation. DSM enjoys a strong track record in establishing efficiency enhancements which clearly represent step changes in performance and add to the bottom line. 2. Increased presence in emerging economies DSM continues to experience strong growth in the emerging economies. As a percentage of total revenues, sales in emerging economies rose from 13% in 2006 to 15% in 2007. In line with DSM’s increasing internationalization, the company continues its efforts to accelerate the diversification and internationalization of its workforce. DSM remains wholly committed to the pursuit of operational excellence and intends to continue and further strengthen the program with new initiatives in advanced manufacturing (for example yield improvements and energy savings), commercialization (product launch program) and pricing (Excellerate program). In 2007 DSM once again invested heavily in China. The company announced the start of the construction of the DSM China Campus in the Zhangjiang Hi-Tech Park in the Pudong New Area of Shanghai. DSM also announced the closure of the Gonglu site and the expansion of the site in Xinghuo, which will become DSM’s largest multi-product manufacturing location in China. At the Xinghuo site, the production of vitamins, intermediates and Teavigo® (the pure and natural green tea extract) will be expanded. Furthermore, as a strategic site Xinghuo will also host activities of DSM Desotech, Sizings & Binders (both part of DSM Resins) and the savory ingredients plant of DSM Food Specialties. Mid 2007, the outcome of the strategic review of DSM’s anti- infectives business was announced. DSM concluded that the greatest value would be generated through a partnering strategy, possibly involving disposals combined with innovation initiatives and further profitability-enhancing measures. In 2007 progress was made with the planned carve-out of DSM Anti-Infectives. In the summer of 2007 DSM launched a comprehensive profit improvement program at DSM Nutritional Products that will run through 2009. A mix of cost savings and increased profits from higher revenues is expected to deliver an annual minimum of €100 million in improved profitability by 2010. This will enable the Nutrition business to achieve the targeted EBITDA margin level of at least 18%. Annual Report 2007 www.dsm.com 23 Book EN_v2.indb 23 Book EN_v2.indb 23 19-02-2008 12:50:50 19-02-2008 12:50:50 Report by the Managing Board In the second year of Vision 2010 – Building on Strengths, DSM once again created value. The CFROI (Cash Flow Return on Investment) amounted to 8.3%. This means that DSM achieved a CFROI that exceeded the annual weighted average cost of capital (WACC) by 80 basis points. The – revised – target aims for a difference of 100 basis points. More than 350 new patent appli cations In 2007, DSM filed more than 350 new patent applications, leading to a total of over 14,000 patents. DSM further strenghtened its Intellectual Property position in the emerging economies. In India, for example, DSM filed 20% more patent applications in 2007 compared to 2006. The EBITDA / net sales margin targets set per cluster Target Actual Nutrition Pharma Performance Materials Industrial Chemicals >18% >18% ≥ 16% ≥14% (on average over the cycle) 16% 18% 14% 15% By realizing the Vision 2010 targets, DSM intends to achieve a total shareholder return that exceeds the average of its peer group1. The new Base Chemicals and Materials cluster includes: Activity Previous cluster 2007 sales (approx.) Melamine, Urea, Fertilizers, Energy Industrial Chemicals €700 million Elastomers Performance Materials €500 million Special Products Nutrition €100 million Maleic anhydride including derivatives Citric Acid Pharma Nutrition € 75 million €125 million For Citric Acid a partnering strategy will be pursued. Innovation To strengthen its interaction with leading industry and technology experts DSM established several scientific advisory boards in 2007, plus a DSM Chair of Innovation Management at RSM Erasmus University in Rotterdam, the Netherlands. Exploiting cross-cluster synergy In 2007 DSM increased its focus on exploring cross-cluster opportunities between its Life Sciences and Materials Sciences activities based on the unique position of being able to combine a broad range of in-house capabilities in the fields of biotech- nology, pharmaceuticals, chemistry and materials science. A good example of the combination of competences was the opening of a state-of-the-art process flavors plant in China in May 2007. This was an important milestone in a program in which extrusion technology developed by DSM Engineering Plastics was applied to process yeast extracts, enabling the addition of new ingredients in an innovative way and allowing for variable process conditions, resulting in an extended product offering for process flavors. Many other, still early-phase synergy projects were initiated. These include bio-based materials for which the materials- science competences are being combined with DSM’s expertise in white biotechnology and the development of a fermentative production process for caprolactam. DSM’s combined skills in various market and technological areas also form the basis for the Biomedical, Specialty Packaging, Personalized Nutrition and White Biotechnology Emerging Business Areas which are highlighted in the section on the DSM Innovation Center. Top 50 innovation projects All business groups of DSM fine-tuned their own individual innovation practices in 2007 with a focus on formulating their innovation strategy, filling their pipelines and/or rejuvenating their portfolios. In addition, the most important development projects have been listed in a Top 50 of projects, which are expected to generate the main part of the €1 billion in innovation-related sales targeted for 2010 and which all have projections that show considerably higher margins than DSM’s traditional portfolio. DSM Innovation Center The DSM Innovation Center was set up in 2006 to support the achievement of the DSM innovation targets as set out in Vision 2010 – Building on Strengths . This includes the targets related to the overall additional sales objective of €1.0 billion from innovation-related sales in 2010, an extended technology base, an improved innovation process, an innovation-oriented culture and the establishment of long-term growth platforms. 1 This peer group consists of Akzo Nobel, BASF, Ciba, Clariant, Danisco, EMS Chemie Holding, ICI, Lanxess, Lonza Group, Novozymes, Rhodia and Solvay. (ICI will be removed from the group as the company is no longer listed). The DSM Innovation Center comprises an Innovation Program Office, Corporate Technology, Intellectual Property, Licensing Annual Report 2007 www.dsm.com 24 Book EN_v2.indb 24 Book EN_v2.indb 24 19-02-2008 12:50:52 19-02-2008 12:50:52 and Venturing, the Business Incubator, four Emerging Business Areas and Base-of-the-Pyramid activities. Halogen-free flame-retardant solutions In 2007 the DSM Innovation Center initiated a further enhancement of DSM’s innovation capabilities and competences. In addition, the efficacy of the innovation resources was enhanced by actively sharing best practices throughout the organization and setting up action plans in cooperation with the various business groups to improve certain areas. The Emerging Business Area programs, set up within the DSM Innovation Center to secure DSM’s long-term innovative growth, found themselves in various stages of development at the end of 2007. These Emerging Business Areas optimally combine expected social and technological trends with DSM’s current market strongholds and technology positions. In Specialty Packaging and Personalized Nutrition the first concepts were patent-protected and venturing investments were carried out. In the area of White Biotechnology DSM set up an internal program and engaged in discussions with premier partners complementing DSM’s skills in life sciences, chemistry and materials in this field. One of the early concrete results was a decision to join the €100 million French BioHub program, in which several life-science companies work together aiming to develop new materials with specific performance characteristics from renewable feedstocks. DSM’s efforts in White Biotechnology are also aimed at the development of technology to convert specifically those plant materials that are not suitable for use in the food chain. These could be agricultural residues such as stems and leaves but also non-edible plants that can be grown on pasture land. DSM is working on converting the bulk of the plant into fuels or other chemicals rather than just the part suitable for food, as is the case with current technology. Successful commercialization will among other things require extensive programs for developing new fermentation organisms that produce biofuels and biochemicals and for selecting an appropriate set of plant- hydrolyzing enzymes. In Biomedical the first medical coatings sales were realized at several key medical-device customers. In addition, the public/ private partnership Biomedical Materials, co-initiated by DSM, will receive €45 million in funding from the Dutch government and started a 5-year €90 million program. Furthermore, Dyneema Purity® achieved considerable growth. Initial efforts in developing polymer platforms and technology for drug delivery were started. DSM Engineering Plastics successfully developed halogen-free flame-retardant polyesters. Two products have been introduced: Arnite® XG meets international requirements for electrical equipment and is the answer to the strong market trend towards sustainable, halogen- free products. It is used in unattended household appliances such as washing machines, driers and dishwashers. Arnitel® XG is a zero-halogen flame-retardant product for cable insulation in consumer electronics. The product tailors to growing needs in the consumer electronics industry for using materials and technologies that are environmentally safer. ®claryl The individual colors in an artwork, print or photo framed behind window glass can easily look dull. This is because not enough light can penetrate through to see them properly. With ®claryl picture glass the extra light that reaches the picture makes all the colors much more visible. Each detail will also be sharper and clearer than with window glass. Annual Report 2007 www.dsm.com 25 Book EN_v2.indb 25 Book EN_v2.indb 25 19-02-2008 12:50:52 19-02-2008 12:50:52 Report by the Managing Board Apart from the selected Emerging Business Areas, the DSM Innovation Center started working on identifying potential new Emerging Business Areas to ensure that innovation in the company remains aligned with future needs. DSM is connected to more than 500 business partners via ERP connections. In 2007 over 5,000 customers placed orders via the web shop, with an accumulated total of above 42,000 orders last year. Within the Business Incubator, the Functional Coatings program resulted in the successful launch of ® claryl picture glass in various European countries. To extend the technology/IP platform in this area, DSM acquired a novel nanoparticle invention from the University of Sheffield (UK). The licensing deal included a long-term research collaboration between DSM and the University of Sheffield through which both parties will benefit from potential new developments. The objective for the coming years is to further professionalize the prospect-to-order process with the aid of e-business tools. DSM continues to develop global e-marketing tools and a customer information management program. This enables us to combine our increased marketing efforts with the latest e-business possibilities. Marketing and branding Marketing and brand management are very important to DSM in the context of the heightened focus on market-driven growth and innovation as well as its aim of increasing the specialty portion of its portfolio. It is vital to know what the customer wants and needs. In 2007 the focus was on continuing the value-based-pricing activities and further improving the e-business capabilities of our businesses. As a next key area, DSM started the implementation of its program to improve the commercialization capabilities of its organization with regard to innovations. These activities are discussed separately below. Value-based pricing In 2005 DSM launched a program to support the business groups in improving their marketing and sales capabilities with a focus on value-based pricing, stronger market orientation and the concept to differentiate the steering of markets and customers. Value-based pricing is about getting a price for a product that reflects the value DSM creates for its customers and end-users. e-Business DSM’s continued investments in an advanced and robust e-business architecture and infrastructure enable the company to increasingly conduct business with key customers and suppliers in a smooth way. The expected growth in e-logistics in Europe has been realized and now the majority of deliveries via road are steered via e-business. More than 100,000 messages are shared with our logistic providers on an annual basis. An increase in the use of this capability is foreseen in the United States. Commercialization, innovation and product launch DSM has an internal consulting team specialized in accelerating the commercialization of innovations. The scope of the initiative is to strengthen, optimize and accelerate new product launches. Also, the aim is to develop strategies to shorten time-to-market and create innovative business models. Dedicated marketing professionals have been assigned to coach project teams of innovation projects in all clusters. In 2007 this resulted in a number of accelerated product launches. Purchasing The new global DSM purchasing organization which was set up in 2006 enabled us to further professionalize our purchasing activities and to leverage our purchasing competences, realizing a better total cost of ownership and a corresponding competitive advantage. The execution of the DSM purchasing strategy is being supported by standard processes and systems. DSM Purchasing realized its targets for the year. During the year risk management (security of supply) and building strong business intelligence were key topics, while the focus was also on business growth and innovation. In cooperation with the DSM Innovation Center, the innovation process was further developed, resulting in a number of innovative projects. DSM’s strengthening position in emerging economies also opens opportunities for DSM Purchasing. Our Low Cost Country Program proved to be successful and won us the Dutch Sourcing Award. Code of conduct DSM Purchasing has developed a code of conduct for suppliers. This code will help suppliers to comply with DSM’s high standards. In this code, the minimum requirements regarding social and working conditions and safety, security and environmental aspects are prescribed. This code of Annual Report 2007 www.dsm.com 26 Book EN_v2.indb 26 Book EN_v2.indb 26 19-02-2008 12:50:55 19-02-2008 12:50:55 PER.C6® Manufacturing Platform DSM Pharmaceutical Products and Crucell have jointly developed the XD™ process, involving a high- density cell culture with (human) PER.C6® cells. This innovation is based on clever design of the cell-culture processing equipment and can lead to a paradigm shift in the manufacturing of complex, costly biopharmaceuticals such as recombinant proteins including monoclonal antibodies. This achievement represents another step forward in the establishment of the PER.C6® protein manufacturing platform, jointly developed by Crucell and DSM, as the leading (human) technology in the industry and will make biopharmaceuticals cheaper and therefore available to a much wider patient population than today. In addition, the human PER.C6® cells have the potential to bestow beneficial properties on the biopharmaceuticals they are programmed to produce, and minimize side effects potentially associated with the use of non-human cell systems. In 2007, a yield of 13 grams per liter was achieved for XD™ and PER.C6®. conduct is part of the comprehensive program that has been developed in order to embed sustainable performance in all our supply-base processes and procedures. At year-end 2007, more than 500 key suppliers had been approached, covering 52% of spend. The second phase is underway in order to cover 70% of spend and to implement auditing procedures. Safety, health and the environment Safety DSM has set itself the target of reducing the total number of recordable injuries by 50% between 2005 and 2010. This target covers both DSM personnel and personnel of contractors that work on DSM premises. In 2007 the total number of recordable injuries per 100 employees was 0.82, compared to 0.95 in 2005, a reduction of 14% in two years. By continuing our attention and consistently executing our programs we expect to achieve our ambitious 2010 target of 50% reduction compared to 2005. Nevertheless, on 11 April a fatal incident occurred. A contractor employee at DSM Nutritional Products Premix Argentina was fatally injured during cleaning activities. It became clear that no effective Lock-Out/Tag-Out (LOTO) procedure (disconnecting the electrical power) had been applied. The fatality has triggered a global initiative to check and improve our practices on Lock-Out/Tag-Out as well as other essential practices related to operations and maintenance. Health In 2007, 18 cases of work-related illness were reported, compared to 16 in 2006 and 19 in 2005. In 2007 all sites checked the completeness of their risk assessment with regard to exposure to substances. As a result, actions were defined to further streamline the systems and improve the quality of information on hazards. Against the background of the new REACH legislation in the European Union it was concluded that in the coming 10 years DSM will have to participate in the registration of some 500 substances that occur in our products and intermediates. DSM has approached 1,200 suppliers to start communication about their intentions regarding the registration of the substances in the products they supply. Environment DSM has set itself environmental targets for 2010 on the basis of the principle that all our plants, wherever they are in the world, should comply with at least the same environmental standards as in the European Union or the United States. In addition, DSM aims to achieve a 5% cut in its overall waste volume compared to 2005 and to eliminate the landfilling of hazardous waste. Annual Report 2007 www.dsm.com 27 Book EN_v2.indb 27 Book EN_v2.indb 27 19-02-2008 12:50:55 19-02-2008 12:50:55 Report by the Managing Board In 2007, based on findings in pilots, the target for the reduction of energy use was doubled from 1% to 2% per year. Significant steps in 2007 towards the realization of our environmental targets were the reduction of dust emissions at the DSM Anti- Infectives site in Zhangjiakou (China) and the reduction of waste water at the DSM Fibre Intermediates site in Nanjing (China) and the DSM Food Specialties site in Seclin (France). At the end of 2007 DSM Agro realized process modifications that will enable the reduction of N2O emissions. This project will reduce DSM’s worldwide greenhouse-gas emissions by 15%, which is in line with our 2010 target. Overall we made good progress in 2007 towards achieving our challenging environment related reduction targets for the period 2005-2010. For more information please visit www.dsm.com, Sustainability section. 8 Human resources DSM workforce at year-end in: Europe - the Netherlands - rest of Europe Asia - China - rest of Asia North and South America Rest of the world 2007 2006 14,343 14,037 7,219 7,124 4,760 3,564 1,196 3,873 278 7,061 6,976 4,145 3,031 1,114 3,690 284 Total DSM 23,254 22,156 Leadership In 2007 the HR Leadership Board was established, a platform of HR representatives of all business clusters. The creation of this Board aims to facilitate the implementation of global human resource strategies and policies, to support the alignment and acceleration of HR initiatives at business and company-wide level, and to further improve the professionalism of the human resource discipline. In 2007 our new HR strategy, labeled ‘Passion for People’, was actively implemented on many fronts, helping to equip our employees to deal successfully with the challenges of a changing company operating in a fast-moving global marketplace. Managing resourcing The year 2007 saw significant inroads made into the realization of the recruitment and resourcing priorities established in 2006. Dedicated resourcing and recruitment teams were established in both the United States and China in 2007, with plans to increase this presence in Switzerland, and potentially India, in 2008. The year 2007 also saw the preparation of the global employer branding initiative in an effort to attract, acquire and retain the talent needed to accomplish key business objectives in an increasingly competitive labor market. The outcome of this initiative will be seen in 2008. Throughout 2007 DSM also focused on developing its presence in the academic arena as an employer of choice, with the establishment of strategic collaborations with key European business schools. The year 2008 will see the replication of these strategic collaborations with business schools throughout the United States and China to further strengthen the talent pipeline. It will also be the launch year for the new global academic program – designed to boost the talent pipeline to ensure that DSM is appropriately resourced to retain its position as one of the pioneers in the life sciences and materials sciences sectors. In 2007, 100 academics were hired onto the global internship programs, an increase of 12% compared to 2006. • • Number of hires resulting from internship assignments in 2007: 11 Number of hires resulting from internship assignments in 2006: 9 An increased focus on succession planning and talent pipelining was enabled via the deployment of several successful Talent Pull programs throughout the year. In 2007, 68 people were hired into key positions across the organization as a result of the Talent Pull program. An increased focus on innovation, internationalization and diversity in the recruitment processes has enabled DSM to compete for global talent across all the relevant business sectors. Some examples of this focus can be seen in particular amongst executives and academic hires: • • Inflow of total professional hires (non-executives) in 2007 was 608 compared to 420 in 2006 . Inflow of new academics in 2007 was 175 compared to 128 in 2006 . Annual Report 2007 www.dsm.com 28 Book EN_v2.indb 28 Book EN_v2.indb 28 19-02-2008 12:50:56 19-02-2008 12:50:56 Report by the Managing Board Highlights of 2007 Vision 2010 – Building on Strengths accelerated Innovation Marketing and branding Purchasing Safety, health and the environment Human resources Research and development (R&D) Corporate ICT Corporate governance Macro-economic review Financial results • • • • Inflow of non-Dutch professionals hires in 2007 was 394 compared to 203 in 2006 . Inflow of experienced professional hires in 2007 was 432 compared to 310 in 2006 . Inflow of executives in 2007 was 30 compared to 18 in 2006 . Inflow of non-Dutch executives in 2007 was 17 compared to 12 in 2006 . Redesign of management development process DSM has significantly changed over the past 10 years. We have acquired businesses, divested activities, our portfolio has diversified, and we have become more international. In 2007 we embarked on a redesign of our current Management Development process. The outcome will be a new process called Career Management. This will facilitate employees’ career development on an annual basis, offering them a clear sense of ownership of their own careers while providing management with increased transparency concerning career opportunities within DSM. This will help to support the internationalization and diversification of DSM’s activities while simultaneously fostering performance management and succession planning. The Career Management process will be implemented during 2008. Diversity Against the background of developments such as the company’s ongoing expansion and the multinational and changing character of the markets we serve, DSM has devoted considerable attention to strengthening diversity, in terms of both nationality and gender. A broader and more diverse workforce better reflects the company’s presence in the various countries and markets around the world, and increases DSM’s connectivity to its markets and customers. Diverse groups also enjoy a competitive advantage concerning their ability to make effective decisions. The intensified efforts with regard to stimulating diversity during the year under review have led to the formulation of various new objectives. The inflow of new non-Dutch executives, 55% of the total executives inflow in 2007, should increase to 60% by the end of 2010. In 2007, 6% of DSM executives were female. Over the period 2008-2010 we want the inflow of female executives to be 25% annually. Comparable objectives have also been set with regard to the corporate headquarters. DSM’s task force on diversity is headed by the chairman of the Managing Board. DSM Business Support In 2006 we announced our intention to introduce SAP-HR in the United States and the Netherlands in 2007. The HR Business Support Center in the Netherlands commenced operations on 1 May 2007, while its counterpart in the United States went live with effect from 1 January 2008. The phased inclusion of all legal entities will be finalized in mid-2008 for the United States and with effect from 1 January 2009 for the Netherlands. Employee engagement survey Following the one-time sample Working Climate Analysis in 2004, DSM decided in 2007 to annually conduct a global employee engagement survey. An engaged, fully committed workforce is critical for the company in realizing its Vision 2010 ambitions as it delivers a competitive advantage – because engaged and committed employees are highly motivated to give their best every day. In December 2007 the questionnaire was distributed in 18 languages to DSM employees in 44 countries. A total of 11,936 employees responded, 63% of all employees who had been invited to participate. The main aim of the survey was to measure DSM’s engagement index. This index consists of four attributes: commitment, pride, advocacy and satisfaction. Of the 11,936 responses, 62% scored favorably on the DSM engagement index. The outcome of the survey will be assessed by the Managing Board. The Board is convinced that the survey has tremendous value for DSM and will therefore actively stimulate the deployment of the survey’s results in the organization . Research and development (R&D) Our R&D plays a key role in the realization of our innovation strategy. Most of our annual R&D expenditure is directed towards business-focused R&D programs. In addition we have a Corporate Research Program in place to build and strengthen the technological competences we need to execute our development projects. R&D expenditure Expenditure on R&D in 2007 amounted to €372 million (4.2% of net sales), a 7% rise compared to the €347 million (4.2% of net sales) in 2006. The R&D expenditure reported for 2007 includes the associated IP expenditure. This will be standard practice from now on. To enable comparison with 2006, the overview of R&D expenditure for 2006 has been updated to include IP expenditure. R&D expenditure in the Nutrition cluster amounted to €136 million, compared to €140 million in the previous year. R&D expenditure in the Pharma cluster was at a level of €68 million (2006: €59 million). In Performance Materials, R&D expenditure amounted to €131 million (2006: €115 million) and in Industrial Chemicals to €23 million (2006: €21 million). At 31 December 2007, a total of 2,130 staff were employed in R&D activities, representing some 9% of the total workforce. Annual Report 2007 www.dsm.com 29 Book EN_v2.indb 29 Book EN_v2.indb 29 19-02-2008 12:50:57 19-02-2008 12:50:57 Report by the Managing Board Global Virtual Lab Given the organizational and geographic spread of our R&D activities, we seek to ensure synergy and knowledge sharing across the company with a Global Virtual Lab. We have a company-level system for the management of competences, projects and project portfolios and human resources. This enables us to efficiently steer through our innovation process. In 2007 we defined the key competence areas for the company which will be the focus of our company-level competence development efforts. We see a lot of technological synergy between Life Sciences and Materials Sciences, our two key focus areas. Open innovation In 2007 we made major progress in establishing a company- wide open innovation process, in which internal and external collaboration, licensing, venturing and spinning in and out play an important part. In line with our open innovation approach, our R&D activities are carried out in ongoing interaction with the outside world. Innovation Awards Program In 2007 we successfully completed the implementation of our new Innovation Awards Program, which seeks to recognize and reward exceptional achievements by our employees as well as by experts working outside DSM. The awards are an important means of stimulating innovation and are also useful in inspirational human resource management. DSM Innovation Award 2007 Our top internal award for outstanding team-based innovative achievements is the DSM Innovation Award. The 2007 award went to a combined DSM Pharmaceutical Products / DSM Anti-Infectives team that solved a big problem for a major pharmaceutical customer by developing a recombinant pig liver esterase (PLE) to replace animal-derived PLE. The development involved an intensive multi-disciplinary and multi- site effort and was achieved in record time. DSM Nutrition Award 2007 The DSM Nutrition Award is one of the awards we have in place for outside specialists. It is granted every two years, alternately for human and animal nutrition. The 2007 award was granted to Dr R. John Wallace, of the Rowett Research Institute in Aberdeen, Scotland (UK), in recognition of his pioneering research in the field of animal nutrition. Dr Wallace is one of the world’s leading ruminant nutritionists and has published over 150 original scientific papers that have had a great impact on ruminant nutrition research. The award was presented to Dr Wallace at the 58th Annual Meeting of the European Association for Animal Production in Dublin (Ireland) on 28 August 2007. DSM Science & Technology Awards The DSM Science & Technology Awards for outstanding PhD research by doctoral students were for the first time granted in two European regions in 2007. The awards went to Dutch researcher Maaike Kroon of the Delft University of Technology (Netherlands) and Swiss researcher Bernd Bodenmiller of the Swiss Federal Institute of Technology in Zurich (Switzerland). Maaike Kroon was rewarded for her PhD research in the field of combined reactions and separations. Bernd Bodenmiller was rewarded for his PhD research in proteomics (the study of proteins in a cell). Corporate Research Program We have a Corporate Research Program in place that not only enables us to develop our competences but also lays the basis for new developments achieved by the different R&D groups in our company. In 2007, various projects were carried out within the framework of the Corporate Research Program in the six key competence areas of DSM: Advanced Synthetic Methods, the Biotechnology Platform, the Nutrition Platform, Chemistry & Technology of Polymers & Resins, the Materials Science Platform and Process Technology & Process Design. Scientific Advisory Board We have installed an international Scientific Advisory Board. In 2007 this advisory body, which works closely with DSM’s internal Science & Technology Council, visited several of our sites and held discussions with key R&D and technology staff in order to analyze DSM’s capabilities and current technology position. The board will advise DSM on science and technology matters on an ongoing basis. The board comprises five leading experts: • Professor Bert Meijer (Eindhoven University of Technology, Netherlands) (chairman) • Professor Hannelore Daniel (Munich University of Technology, Germany) • Professor Gerhart Eigenberger (University of Stuttgart, Germany) • Professor Ed Kramer (University of California, Santa Barbara, United States) • Professor Hermann Sahm (University of Dusseldorf and Julich Research Center, Germany) R&D in Nutrition and Pharma In 2007 R&D in the Nutrition cluster resulted in the launch of a number of new ingredients developed in-house or in cooperation with partners in the human nutrition, animal Annual Report 2007 www.dsm.com 30 Book EN_v2.indb 30 Book EN_v2.indb 30 19-02-2008 12:50:57 19-02-2008 12:50:57 nutrition and personal care industries. Examples are i-flex™ for joint health, BeauActive™ MTP for an instantly smoother skin and a more youthful appearance and Ronozyme® P, a more thermostable phytase complemented by product forms for different application fields. The innovation capabilities of DSM’s Nutrition cluster are increasingly being recognized by major food, beverage and dietary supplement manufacturers as well as cosmetics companies. Innovations in specialty ingredients include InsuVital™ a new and safe ingredient for blood glucose management. Another Food Specialties development is Claristar™ , an ingredient derived from yeast for the reduction of tartrate in high-quality white wines . , A new process for a vitamin B1 intermediate was developed by DSM’s Nutrition cluster R&D. Launched in 1937, the synthesis of vitamin B1 is still a challenge for organic chemists. The new process invented by DSM is a major breakthrough in the manufacturing of the 6-ring part of the molecule, as it reduces the number of steps and greatly enhances atom efficiency. A new process was also developed for sodium beta-alaninate, the first commercially applicable NaAla process that combines chemistry and process technology know-how to enable less raw-material and energy use and less waste production compared to the state-of-the-art processes. A new riboflavin ‘self clone’ strain – the first ultra-high-performance B2 producing strain in the world – was developed, significantly improving B2 yield on C-source and leading to increased productivity. Anti-Infectives R&D successfully scaled up mycophenolate mofetil. Registration batches were produced and first sales realized. Pharmaceutical Products R&D developed the XD™ process PER.C6® cells. , involving a high-cell-density cell culture with human , the first new polymer to be R&D in Performance Materials A major achievement in Engineering Plastics R&D was the development of PA4T introduced in the 21st century worldwide. Also Stanyl® Diablo was introduced, an innovative new generation of Stanyl® grades. A third breakthrough was the development of halogen- free flame-retardant solutions as now brought to the market under Arnite® XG and Arnitel® XG . DSM Dyneema’s R&D developed new Dyneema® grades for life-protection applications and introduced these to the market. Through partnerships with our customers extended applications were developed. Dyneema® HB50 Unidirectional results in a lower weight of body armor. Dyneema® HB51 Annual Report 2007 www.dsm.com 31 InsuVital™ InsuVital™ represents a breakthrough in the manage- ment of type 2 diabetes. This unique functional food ingredient enables manufacturers to create products which are clinically proven to help type 2 diabetes patients actively manage blood glucose (sugar) levels after a meal. InsuVital™ can be incorporated into a wide range of functional food and beverage applications, such as tablewater, fruit juices, cereal bars and dairy products. i-flex™ DSM started selling a specially processed rosehip powder to help promote joint health in South Africa in 2007. In the next two years, i-flex™, a dietary supplement, will be launched in more than 30 countries worldwide. It is DSM Nutritional Products’ first significant foray into the consumer market, allowing for higher margins. Also, it will provide the company with knowledge about consumer behavior, which can be transferred to other areas of the organization in order to improve marketing. Backed by thorough scientific research and proven in multiple clinical trials. i-flex™ is a 100% natural product that effectively promotes joint health by supporting mobility and flexibility and thereby promising an overall improvement in the quality of life. Book EN_v2.indb 31 Book EN_v2.indb 31 19-02-2008 12:50:57 19-02-2008 12:50:57 Report by the Managing Board Unidirectional was introduced for best-in-class behind-strike- face inserts for the US market. Corporate ICT In another application area, Dyneema® -based lightweight composite panels are now replacing aluminum panels in aviation products such as air cargo containers. On a weight- for-weight basis, the panels are at least three times as strong as aluminium. They are also twice as light as aluminum. DSM has several ICT standardization programs in place. One of the most important is the standardization of our ICT infrastructure and ERP systems accross all business groups, helping us to improve our management processes and controls and the integration of acquisitions while at the same time realizing cost reductions. Fish-farming nets were developed for aquaculture cages that help reduce the number of fish escapes and require less maintenance. Cages made with Dyneema® are only one third of the weight of conventional nets and have smaller twines and therefore better water flow. In order to help DSM to realize its Vision 2010 goals, Corporate ICT implemented several actions to meet changing demands both now and in the future. During the year, Corporate ICT implemented an ICT system that enables DSM’s Innovation Center to execute stage-gate management of research and innovation projects. One of the highlights in Resins R&D was the development of NeoRad® , the world’s first waterborne UV-curing resin offering the wear resistance, stain resistance and mechanical properties required for the coating of flexible resilient flooring (PVC and linoleum). The development of Turane™ resin technology for the automotive market was another major step forward for DSM Resins. In the field of elastomers, based on Keltan ACE™ technology DSM is developing a unique Keltan® product line for peroxide cure applications (12-15% of the global EPDM market). The first product will be launched in 2008. Keltan ACE™ provides the basis for significant energy reduction in the production of EPDM and also enables customers to reduce the use of the hazardous and smelly peroxides required for their curing process. R&D in Industrial Chemicals Industrial Chemicals R&D is mainly directed at process improvement for existing businesses, development of new processes for existing products and increasing efficiency and sustainability. Industrial Chemicals vigorously continues to maintain its technology leadership based on proprietary IP positions. The R&D work links up well with that of other clusters and enables DSM-wide synergy in various areas. New applications for existing products are being scouted continuously. Melamine R&D and the DSM Licensing Center together developed and launched Freshure® , a range of high- performance clear vacuum barrier coatings for food packaging. Created using our patented Symphase® technology and based on the vapor deposition of melamine on plastic film, Freshure® coatings not only increase the storage life of foods, but also offer several benefits for both packaging producers and consumers. To extend and deepen DSM’s customer base, special attention was paid to the implementation of several e-PTO (electronic prospect-to-order) and e-business initiatives, based on an award-winning infrastructure. e-PTO is focused on disclosing on-demand information about DSM products to customers and prospects in a secure, controlled and cost-efficient way. It is also used to gather information to further improve DSM’s offerings. DSM Nutritional Products offers an online tool in which their Animal Nutrition and Health customers can create formulas for animal feeds. This online tool is currently available in Latin America and expansion to other regions is planned for 2008. To maintain and support DSM’s IT systems and infrastructure, Corporate ICT’s affiliates in Switzerland, the United States, Brazil, Singapore and China integrated into a global virtual organization. To further support DSM in China, Corporate ICT also implemented a dedicated service desk to improve local services and to meet increased demand for ICT services. This service desk is delivering support for the global ICT services to users in China. Furthermore, a China ICT Security Forum was established to increase ICT security awareness within China. Corporate governance The general characteristics of DSM’s governance system are described in the section entitled Corporate governance, risk management and internal control on page 77. The main events and developments at DSM in this field in 2007 can be summarized on the basis of this year’s Annual General Meeting of Shareholders (28 March 2007). The agenda was to Annual Report 2007 www.dsm.com 32 Book EN_v2.indb 32 Book EN_v2.indb 32 19-02-2008 12:51:01 19-02-2008 12:51:01 a large extent similar to that of previous years. The proposal to introduce a loyalty dividend was withdrawn before the meeting, as a consequence of the decision by the Enterprise Chamber of the Amsterdam Court of Appeal that such a proposal was in conflict with Dutch legislation. In the meantime this decision has been overruled by the Dutch Supreme Court in its decision of 14 December 2007. The intention of the proposal was to introduce a tool enabling us to get to know our shareholders and facilitate long-term relationships with them. DSM will keep looking for ways to reach this goal. The meeting was informed about the way DSM is applying the Dutch corporate governance code. A special item on the agenda was the amendment of the Articles of Association, which concerned the introduction of a Dividend Re-Investment Plan (DRIP) and the incorporation into the Articles of Association of the option for using electronic communication media in the decision-making process. The latter concerns among other things the electronic convening of general meetings of shareholders, electronic participation in the meetings and electronic voting prior to the meeting. For the first time an electronic voting system was used during the General Meeting of Shareholders. All resolutions that were tabled were passed, including the appointment of Mr Stephan Tanda as member of the Managing Board. Apart from the above-mentioned issues relating to the Annual General Meeting of Shareholders, no other major developments are to be reported with regard to DSM’s corporate governance practices. For the latest information on the various aspects of DSM’s corporate governance, see www.dsm.com (Governance section). 8 Risk management The Managing Board is responsible for risk management in the company and has designed and implemented a risk management system. The aim of the system is to ensure that the extent to which the company’s strategic and operational objectives are being achieved is understood, that the company’s reporting is reliable and that the company complies with relevant laws and regulations. The important risks identified, as well as the structure of the aforesaid risk management system and aspects of its further development and implementation, are discussed below and in a more general way in the section on risk management that begins on page 78 of this Annual Report. HiTone® DSM Resins has developed HiTone® polyester resins. These resins are suitable for developing formulations of powder coatings with a high hiding power and excellent flow. This will allow a 33% reduction in layer thickness while aesthetic appearance is preserved, or alternatively will create coatings with a significantly improved appearance thus helping end users reduce the system costs of coated materials and/or develop smoother, better-looking coatings. This will facilitate the replacement of solvent-borne coatings by powder coatings, leading to lower solvent emissions to the environment. Claristar™ A new ingredient, Claristar™, was launched to the wine industry in 2007. It is a natural ingredient derived from yeast which prevents the formation of tartrate crystals in wine. This innovative ingredient can completely replace cold stabilization, resulting in considerable savings in energy, water, effluent and carbon emissions. Annual Report 2007 www.dsm.com 33 Book EN_v2.indb 33 Book EN_v2.indb 33 19-02-2008 12:51:01 19-02-2008 12:51:01 Report by the Managing Board Risk assessments, internal letters of representation received from management (all directors of business groups, corporate staff departments and regions), regular management reviews, reviews of the design and implementation of the company’s risk management system and reviews in audit committees are integral parts of the company’s risk management approach. On the basis of these, the Managing Board confirms that internal controls over financial reporting provide a reasonable level of assurance that the financial reporting does not contain any material inaccuracies, and confirms that these controls functioned properly in the year under review and that there are no indications that they will not continue to do so. The financial statements fairly represent the company’s financial condition and the results of the company’s operations and provide the required disclosures. It should be noted that the above does not imply that these systems and procedures provide absolute assurance as to the realization of operational and strategic business objectives, or that they can prevent all misstatements, inaccuracies, errors, fraud and non-compliances with legislation, rules and regulations. In view of all of the above, the Managing Board is of the opinion that it is in compliance with best practice II.1.4. of the Dutch corporate governance code, taking into account the recommendation of the Corporate Governance Code Monitoring Committee on the application thereof. As part of the mid-term evaluation of the Vision 2010 – Building on Strengths strategy, the Managing Board updated the Corporate Risk Assessment. On the basis of a list of potential risks as identified in risk reports from within the company as well as from outside, a first assessment was made and top risks were identified. Two risks identified at the launch of Vision 2010 were reconfirmed: the ability to attract and retain the right people to fulfill the company’s ambitions and the capability to turn the innovation efforts into profitable business. The programs that were initiated in order to contain these risks will be continued with vigor. The threat of deteriorating market conditions for the existing product portfolio, amongst others through the influence of low-cost countries, was also reconfirmed as a top risk. Ongoing efficiency programs and initiatives to increase sourcing from low cost countries are DSM’s response to these risks. The acceleration of the implementation of Vision 2010 means that acquisitions and disposals have become an even more important part of the strategy. Connected with this, the related risks have of course also grown in importance. DSM’s well-tested abilities in these fields will be used to the full and, if needed, will be further reinforced to mitigate these risks as much as possible. Finally, the speed of decision-making is seen as a risk. To manage this risk the company’s steering model will be made more transparent and the entrepreneurial spirit of its workforce enhanced. In addition to these strategic risks, the currency and commodity raw material/energy price risks remain of importance. Sensitivity analyses are made in both areas and hedging actions are defined if appropriate . On 1 January 2007, the Corporate Risk Management department was established. It has the responsibility of maintaining the risk management system and supporting the Managing Board and the operational units in its effective implementation. Throughout 2007, the focus continued to be on the implementation of the Corporate Requirements. The aim of achieving compliance with these requirements for all business groups by the end of the year was largely met. The main exceptions concern those units that still have to convert to the standard business processes supported by SAP software. These units were allowed to postpone the implementation of certain requirements until after the conversion. Exceptions were only allowed after Managing Board approval and on condition that sufficient mitigating controls were implemented. During the year under review, DSM’s risk management practices were compared with those of a number of peers. The design and implementation of the risk management system was also discussed with all DSM staff departments and business groups. These reviews will be the basis for a multi- year risk management plan setting out the priorities for the rest of the Vision 2010 period. In the plan, high priority will be given to the implementation of the standard business processes in the remaining units; this will ensure sound and efficient internal control of the goods and money flows. Macro-economic review Macro-economic developments in 2007 Global macro-economic developments in 2007 were characterized by continued strong Asian growth and the US housing sector problems. In 2007 the global economy expanded by 3.7%, down slightly from 3.9% in 2006. This global slowdown was largely caused by the US housing downturn. The effects of the housing crisis on the US economy were deeper and wider than previously anticipated. As a result US GDP growth slowed to 2.2%, down from 2.9% in 2006. Asian growth seemed unabated, with India Annual Report 2007 www.dsm.com 34 Book EN_v2.indb 34 Book EN_v2.indb 34 19-02-2008 12:51:04 19-02-2008 12:51:04 Report by the Managing Board Highlights of 2007 Vision 2010 – Building on Strengths accelerated Innovation Marketing and branding Purchasing Safety, health and the environment Human resources Research and development (R&D) Corporate ICT Corporate governance Macro-economic review Financial results and China showing record GDP growth of 8.6% and 11.4%, respectively. The Japanese economy went through a period of weakness, mainly caused by slowing consumer spending and much lower private capital investment in 2007. The Asian economy as a whole expanded by 5.6%. At 2.9%, the European economy grew faster than that of the United States and in line with 2006. Global industrial production grew by a healthy 3.9% on average. The construction sector was suffering compared to the previous years, especially in the United States. Globally the construction sector managed to grow at the average rate of the last 25 years. The automotive sectors in the United States and Western Europe did not quite reach growth levels in line with the long-term trend levels. Growth in automotive was driven by the Asian and Eastern European markets. Pharma continued to grow at trend rate, with an ever increasing percentage of sales volume being derived from generics. Commodity prices were at very high levels in 2007, with crude oil breaking USD 95 per barrel in November and the average crude oil price hovering around USD 72 per barrel. Macro-economic outlook for 2008 Risks to the global economy are mainly weighted on the downside. The main driver is the declining US housing sector and the effects it has on consumer spending and on other parts of the global economy, such as the financial sector. The major upside is slanted towards a higher Asian growth. Europe is showing mixed signals for the coming year. With the US slowdown, slowing business investments and a high euro on the one hand and very low unemployment and robust consumer spending on the other, 2008 will be a year of moderate growth for Europe. There are currently no indications that we have seen the end of the high commodity prices. According to Consensus Economics, global GDP is forecast to be 3.3%, while GDP growth in the United States will be 2.1%, in Europe 2.2% and in Asia 5.3%. Annual Report 2007 www.dsm.com 35 Book EN_v2.indb 35 Book EN_v2.indb 35 19-02-2008 12:51:04 19-02-2008 12:51:04 Report by the Managing Board Financial results Statement of income x € million Continuing operations: Net sales Other operating income Total operating income Total operating costs Operating profit before exceptional items Net finance costs Share of the profit of associates Income tax expense Profit attributable to minority interests Net profit before exceptional items Net result from discontinued operations Net result from exceptional items Net profit attributable to equity holders of Royal DSM N.V. 2007 8,757 164 8,921 (8,098 ) 823 (75 ) (2 ) (183 ) (5 ) 558 - (129 ) 429 2006 8,352 210 8,562 (7,727 ) 835 (81 ) 1 (199 ) (5 ) 551 0 (4 ) 547 Net sales At €8.8 billion net sales from continuing operations in 2007 were almost 5% higher than in the previous year. Organic volume growth accounted for a 3% increase in net sales. Selling prices were on average 4% higher than in 2006. Exchange rates, acquisitions and disposals on balance had a negative effect of 2%. decreased by €12 million (1%), from €835 million in 2006 to €823 million in 2007. The EBITDA margin (operating profit before depreciation and amortization as a percentage of net sales) declined from 15.3% in 2006 to 14.2% in 2007 as higher sales volumes and prices were offset by higher feedstock costs, lower exchange rates and exceptional items. Net finance costs, before exceptional items, stood at €75 million in 2007, compared with €81 million in 2006. Favorable exchange-rate effects and one-off items compensated for the higher net debt and increased interest rates. At 25%, the effective tax rate in 2007 was lower than in 2006 (26%). The decrease of 1 percentage point was due mainly to the lower tax rate in the Netherlands. Operating costs Operating costs rose compared to 2006, closing the year at €8.1 billion. The main component of these costs, the cost of raw materials and consumables for goods sold, corrected for acquisitions and disposals, rose by approximately €250 million. Total autonomous fixed costs increased. Operating profit The operating profit from continuing operations before exceptional items With selling prices increasing more than raw-material prices, the average margin (the selling price per unit of product less variable costs) was above the 2006 level. In 2007, an impairment was applied to the assets of DSM Anti-Infectives for an amount of €150 million before taxes. Net profit The net profit from continuing operations before exceptional items increased by €7 million to €558 million. Per share, net earnings from continuing operations before exceptional items increased from €2.85 in 2006 to €3.07 in 2007. Net profit decreased from €547 million in 2006 to €429 million in 2007. Net profit per ordinary share declined from €2.83 in 2006 to €2.35 in 2007. Annual Report 2007 www.dsm.com 36 Book EN_v2.indb 36 Book EN_v2.indb 36 19-02-2008 12:51:04 19-02-2008 12:51:04 Report by the Managing Board Highlights of 2007 Vision 2010 – Building on Strengths accelerated Innovation Marketing and branding Purchasing Safety, health and the environment Human resources Research and development (R&D) Corporate ICT Corporate governance Macro-economic review Financial results Capital expenditure and cash flow Capital expenditure on intangible assets and property, plant and equipment amounted to €475 million in 2007 and was €51 million above the level of amortization and depreciation. In 2008 the level of capital expenditure, including small and new-business-development-type acquisitions, is expected to be substantially above the level of amortization and depreciation. At €825 million, net cash provided by operating activities was about 9.4% of net sales. Statement of cash flows x € million Cash and cash equivalents at 1 January Operating activities: - Net profit plus amortization and depreciation - Changes in operating working capital - Other changes Cash flow provided by operating activities Investing activities: - Capital expenditure - Acquisitions - Sale of subsidiaries - Divestments - Other changes Net cash from investing activities Dividend Net cash from financing activities Effects of changes in consolidation and exchange differences Cash and cash equivalents at 31 December 2007 552 1,003 (124 ) (54 ) 825 (434 ) (85 ) - 51 74 (394 ) (193 ) (426 ) 5 369 2006 902 998 (4 ) (364 ) 630 (458 ) (44 ) 135 30 (8 ) (345 ) (213 ) (407 ) (15 ) 552 Annual Report 2007 www.dsm.com 37 Book EN_v2.indb 37 Book EN_v2.indb 37 19-02-2008 12:51:05 19-02-2008 12:51:05 Report by the Managing Board Balance sheet profile As % Intangible assets Property, plant and equipment Other non-current assets Cash and cash equivalents Other current assets 2007 2006 10 35 17 4 34 10 36 15 5 34 Outlook Looking ahead to 2008, DSM expects continuing good organic growth, particularly from emerging markets and the launch of new products. In addition, the current programs underway in the Nutrition and Anti-Infectives businesses will result in improved contributions to profit from these businesses. DSM also expects a continuation of the improved pricing levels seen in 2007 in the more mature part of the Nutrition business, especially in vitamins. At the same time, DSM is faced with a number of headwinds, including the continuing weakness of the US dollar, high raw- material and energy prices as well as the return to lower pricing in the anti-infectives markets, and the expiration of Roche contracts in 2007. Despite these headwinds, it remains a core part of DSM’s strategy to invest in innovation which will deliver the company’s growth in future years, and DSM will be gearing up this effort further in 2008. Guidance on profitability is a difficult task this year, given the current macro-economic uncertainty. However, assuming a slowdown in the US economy without substantial effects on macro-economic conditions elsewhere, a EUR/USD exchange rate around 1.45 and current raw-material and energy prices throughout 2008, DSM expects that, with the benefit of the programs that are in place, it will be possible to approach the operating profit before exceptional items achieved in 2007. Overall, DSM remains on track to meet the objectives set out in the accelerated Vision 2010 strategy, with the continuing transformation of DSM’s business towards a Life Sciences and Materials Sciences company, focused on innovation and capable of delivering sustainable growth. Total assets 100 100 Equity Provisions Non-current liabilities Current liabilities 55 3 22 20 58 3 16 23 Total liabilities 100 100 The balance sheet total (total assets) decreased slightly in 2007 and amounted to €9.8 billion at year-end (2006: €10.1 billion). Equity decreased by €472 million compared with the position at the end of 2006; this was due mainly to the repurchase of own shares. Equity as a percentage of total assets decreased from 58% at the end of 2006 to 55% at the end of 2007. The current ratio (current assets divided by current liabilities) increased from 1.61 in 2006 to 1.78 in 2007. Net debt stood at 20% of equity plus net debt at the end of 2007. The operating working capital was €74 million higher than in 2006. Cash and cash equivalents decreased and amounted to €369 million. Dividend DSM aims to provide a stable and preferably rising dividend. DSM’s adjusted dividend policy reflects the transformation of DSM’s portfolio and consequently the increased profit stability. The dividend on ordinary shares proposed for the year 2007 amounts to €1.20 per share (2006: €1.00 per share). An interim dividend of €0.33 per ordinary share having been paid in August 2007, the final dividend will amount to €0.87 per ordinary share. The ex dividend date is 28 March 2008. Annual Report 2007 www.dsm.com 38 Book EN_v2.indb 38 Book EN_v2.indb 38 19-02-2008 12:51:05 19-02-2008 12:51:05 Report by the Managing Board Highlights of 2007 Vision 2010 – Building on Strengths accelerated Innovation Marketing and branding Purchasing Safety, health and the environment Human resources Research and development (R&D) Corporate ICT Corporate governance Macro-economic review Financial results Equity as a % of balance sheet total 53 49 58 55 55 60 (cid:116) 50 (cid:116) 40 (cid:116) 30 (cid:116) 20 (cid:116) 10 (cid:116) 0 (cid:116) 2003 2004 2005 2006 2007 Capital employed by segment at 31 December 2007 x € billion 2,5 (cid:116) 2,0 (cid:116) 1,5 (cid:116) 1,0 (cid:116) 0,5 (cid:116) 0 (cid:116) Nutrition Pharma Performance Materials Industrial Chemicals Other activities Operating profit by segment from continuing operations x € million 300 (cid:116) 200 (cid:116) 100 (cid:116) 0 (cid:116) -50 (cid:116) Nutrition Pharma Performance Materials Industrial Chemicals Other activities R&D expenditure 2006 and 2007 incl. discontinued activities x € million 2006 2007 150 (cid:116) 100 (cid:116) 50 (cid:116) 0 (cid:116) Nutrition Pharma Performance Materials Industrial Chemicals Other activities Annual Report 2007 www.dsm.com 39 Book EN_v2.indb 39 Book EN_v2.indb 39 19-02-2008 12:51:06 19-02-2008 12:51:06  Review of business In 2007 DSM’s activities were grouped into four clusters: Nutrition, Pharma, Performance Materials and Industrial Chemicals. In light of the acceleration of Vision 2010 – Building on Strengths , DSM has regrouped its activities with effect from 1 January 2008. There are now five clusters: Nutrition, Pharma, Performance Materials, Polymer Intermediates and Base Chemicals and Materials. Net sales and supplies x € million Nutrition Pharma Performance Materials Industrial Chemicals Other activities Intra-group supplies Net sales Supplies 2007 2006 2007 2006 2,543 2,407 2,590 2,463 981 916 1,031 2,895 2,753 2,901 1,937 1,872 2,205 401 404 - - 455 (425 ) 967 2,759 2,135 422 (394 ) Total, continuing operations 8,757 8,352 8,757 8,352 Discontinued operations - 28 - 28 Total DSM 8,757 8,380 8,757 8,380 EBITDA / net sales in % Nutrition Pharma Performance Materials Industrial Chemicals 2007 15.9 17.7 14.3 15.1 2006 19.3 15.9 15.6 14.4 Annual Report 2007 www.dsm.com 40 Book EN_v2.indb 40 Book EN_v2.indb 40 19-02-2008 12:51:07 19-02-2008 12:51:07 Review of business Nutrition Pharma Performance Materials Industrial Chemicals Other activities Operating profit plus depreciation and amortization (EBITDA) R&D expenditure x € million Nutrition Pharma Performance Materials Industrial Chemicals Other activities Total, continuing operations Discontinued operations 2007 2006 405 174 415 292 (39 ) 1,247 - 464 146 429 269 (33 ) Nutrition Pharma Performance Materials Industrial Chemicals 1,275 Other activities (1 ) x € million as % of net sales 2007 2006 2007 2006 136 68 140 59 5.3 6.9 5.8 6.4 131 115 4.5 4.2 23 14 21 12 1.2 3.5 1.1 3.0 Total DSM 1,247 1,274 Total, continuing operations Discontinued operations 372 347 4.2 4.2 - - Total DSM 372 347 Operating profit (EBIT) Capital expenditure and acquisitions x € million Nutrition Pharma Performance Materials Industrial Chemicals Other activities Total, continuing operations Discontinued operations Total DSM 2007 2006 x € million 2007 2006 264 93 321 225 (80 ) 823 - 823 314 65 329 196 (69 ) Nutrition Pharma Performance Materials Industrial Chemicals Other activities 835 Total, continuing operations (1 ) Discontinued operations 834 Total DSM 145 65 214 90 54 568 - 568 113 146 126 68 48 501 - 501 Capital employed at 31 December Workforce (year-end) x € million Nutrition Pharma Performance Materials Industrial Chemicals Other activities Total, continuing operations Discontinued operations 2007 2006 2007 2006 2,067 1,095 1,815 714 291 5,982 - 2,159 1,302 1,697 745 407 Nutrition Pharma Performance Materials Industrial Chemicals Other activities 7,782 5,073 5,139 2,134 3,126 7,711 4,732 4,664 2,183 2,860 6,310 Total, continuing operations 23,254 22,150 (7 ) Discontinued operations - 6 Total DSM 5,982 6,303 Total DSM 23,254 22,156 Annual Report 2007 www.dsm.com 41 Book EN_v2.indb 41 Book EN_v2.indb 41 19-02-2008 12:51:07 19-02-2008 12:51:07  Review of business Nutrition The Nutrition cluster comprises DSM Nutritional Products, DSM Food Specialties and DSM Special Products. The main customers are feed, food, beverages, personal care, and flavor/fragrance companies across the world. The activities in this cluster are to a large extent based on DSM’s knowledge of biotechnology (including fermentation, genomics and biocatalysis), organic chemistry and formulation technologies and on the company’s broad application knowledge. DSM holds leading positions in the markets for ingredients for human and animal nutrition and health and personal care. x € million Net sales1: DSM Nutritional Products: - Animal Nutrition and Health - Human Nutrition and Health DSM Food Specialties DSM Special Products 2007 2006 1,196 890 1,091 867 2,086 1,958 403 101 411 94 Total 2,590 2,463 Operating profit Operating profit plus amortization and depreciation Capital expenditure and acquisitions Capital employed at 31 December Operating profit as % of average capital employed EBITDA as % of net sales Research and development 264 405 145 314 464 113 2,067 2,159 12.6 15.9 136 14.4 19.3 140 Workforce at 31 December 7,782 7,711 1 before elimination of intra-group supplies to other clusters Supplies of Nutrition x € million Operating profit of Nutrition x € million 2,500 (cid:116) 2,000 (cid:116) 1,500 (cid:116) 1,000 (cid:116) 500 (cid:116) 0 (cid:116) 500 (cid:116) 400 (cid:116) 300 (cid:116) 200 (cid:116) 100 (cid:116) 0 (cid:116) 2005 2006 2007 2005 2006 2007 Annual Report 2007 www.dsm.com 42 Book EN_v2.indb 42 Book EN_v2.indb 42 19-02-2008 12:51:07 19-02-2008 12:51:07 Review of business Nutrition Pharma Performance Materials Industrial Chemicals Other activities tiation, this plan is expected to deliver an annual minimum of €100 million in improved profitability by 2010. For 2008, the first full year of the program, it is expected that the benefits will at least offset the negative impact of the phasing out of the contracts related to the acquisition of Roche Vitamins. As in 2006, we faced rising costs for raw materials and energy. We also saw a further weakening of important currencies such as the US dollar and the Japanese yen, continued strong competition and a generally volatile market. However, increasing consumer awareness of quality and reliability as well as sustainability issues led to a change in the competitive environment, allowing meaningful price increases for some of the key products. As a result, overall performance was good, especially during the second half of the year when DSM Nutritional Products’ competitive strength was highlighted in the rapidly changing environment. Compared to 2006 DSM Nutritional Products achieved solid volume growth at higher prices. Total sales rose 7%. Operating profit decreased because higher organic growth did not fully compensate for higher energy and raw-materials costs, higher innovation expenditure, negative exchange-rate effects and the phasing-out of contracts related to the Roche Vitamins acquisition. Business review Human Nutrition and Health The market for nutritional food ingredients showed an overall growth of about 2% and DSM Nutritional Products strength- ened its market position in food and dietary supplements and in personal care ingredients. Despite the negative exchange-rate impact and capacity restrictions that partly limited supply, Human Nutrition and Health sales increased by 3% and Personal Care sales also grew by 3% in 2007 as a result of volume growth and especially price increases. The shift towards a segment approach introduced with the Dual Track Strategy is starting to bear fruit. The Dual Track Strategy, introduced in 2006, recognizes the need to sustain the profitability of established products through reinforced market shares and product margins by reducing costs as much as possible and placing special emphasis on product differentiation. It also aims to boost the full growth of new business by developing a vital portfolio of innovative new products and launching them successfully into the markets. DSM Nutritional Products Higher costs outweigh solid volume growth Highlights • Higher value recognition from customers and solid volume growth Higher consumer awareness of quality and safety creates opportunities Profit-improvement program announced • • Sales (x € million) Workforce (at year-end) 2,086 6,384 Business and strategy As the world’s leading supplier of vitamins, carotenoids, other biochemicals and fine chemicals and premixes, DSM Nutritional Products is uniquely positioned to capitalize on the positive dynamics in its markets. The company addresses the animal and human nutrition and health industries as well as personal care sectors. With producers and consumers putting more emphasis on health, wellness and safety, there are many opportunities to capture. With 10 large production sites in Europe, the United States and China, over 45 premix plants across the globe, 5 R&D centers in Europe and China and 40 sales offices in all main regions of the world, DSM Nutritional Products is never far away from its customers. In 2007 a new profit improvement plan, ‘Aspire to Win’, was announced. Through a mix of cost savings and increased profits from higher revenues through innovation and differen- Examples of the innovative new products are carotenoids preventing age-related eye deterioration, vitamin D3 for optimal bone health and antioxidant vitamins used in cardiovascular Annual Report 2007 www.dsm.com 43 Book EN_v2.indb 43 Book EN_v2.indb 43 19-02-2008 12:51:11 19-02-2008 12:51:11 Review of business prevention. Consumer research in the main segments such as beverages or dietary supplements allows DSM Nutritional Products to tap into very specific needs. In infant nutrition for example, we systematically address what is top-of-mind among mothers in relation to their babies, according to our proprietary surveys. Our offering is structured along the topics of immunity, mental and physical growth and a balanced diet. For each of the above-mentioned cases and many more, DSM Nutritional Products has a comprehensive strategy in place, which includes on-site support in dealing with local laws and regulations, and helping our customers in differentiating themselves from their competition where it matters most. In Citric Acid, the overall positive sales development was driven mainly by the good economy and an upward trend in pricing towards the end of the year. On the other hand, raw-material availability in Europe was limited due to the European sugar regime, which resulted in higher costs. Several producers in Europe exited the market due to unattractive cost structures. Business review Animal Nutrition and Health DSM Nutritional Products is the leading supplier of vitamins, carotenoids and many more essential ingredients to the world’s animal-farming industries as well as animal-feed-premix concepts. Food safety, traceability and reduction of the environmental impact of animal husbandry are key market developments. The Animal Nutrition and Health market once again showed strong growth in 2007. Human Nutrition and Health is expanding market share with emphasis on clear differentiation. The successful launch of Quali-C ™ in 2007 has provided valuable lessons, demonstrating that products such as vitamin C are not commodities but can indeed be differentiated through quality, reliability and traceability, resulting in a premium positioning. Overall the market for nutritional feed ingredients showed a growth of more than 4%. DSM Nutritional Products strengthened its market position for both active ingredients and premixes. Despite the strong negative dollar impact, sales grew by 9% as a result of price increases and volume growth. A new nutritional supplement for joint health, i-flex ™ , was introduced in 2007. This is a turnkey solution developed by DSM which is sold via industry partners. i-flex ™ represents our first large-scale move down the value chain in the direction of the consumer. Whenever a consumer anywhere in the world eats farmed salmon, the chance that it contains a DSM product is very high. DSM was the first company to market astaxanthin (Carophyll ® Pink) as well as stabilized vitamin C for animal feed (Rovimix ® STAY-C 35). These micronutrients, among others, are added to fish feed to provide fish with a balanced diet. Another product positioned close to the consumer is Teavigo ® , a pure green tea extract which is strongly differentiated not only through its quality but also by being colorless and neutral in taste, thus fitting into a wide array of products. Our fully consumer-driven marketing strategy, supported by proprietary clinical and safety studies, has been very well received by the marketplace and our customers. Teavigo ® features on various consumer brands across the world. In Personal Care, market conditions remained favorable in 2007. The unbroken trend for better and more efficient anti- aging ingredients combined with increasing awareness of the need for UV-protection fueled further growth. With our highly differentiated actives offering and our strong portfolio of organic and inorganic UV-filters we benefited from both developments. DSM’s Animal Nutrition and Health activities play a key role in providing solutions to the agricultural industries with other species as well, such as poultry, swine and ruminants, allowing farmers to reduce the environmental impact of animal husbandry and at the same time enhance meat production methods. The ultra-high-purity benzoic acid VevoVitall ® , for example, which is an organic acid modulating the intestinal gut flora towards a stable and healthy status, leads to better nutrients utilization and a higher growth rate of pigs and piglets. On top of this VevoVitall ® has a specific metabolism resulting in a reduction in ammonia emissions from pig houses, offering additional benefits in terms of environmental protection and animal welfare. Also, several new products and concepts were launched such as BeauActive ™ MTP, a breakthrough in peptide design making for an instantly smoother skin and a more youthful appearance by reducing lines and wrinkles in the long term. In 2007, DSM Nutritional Products acquired Pentapharm, a specialized skin care actives company. This has further strengthened our competence base in this area. Ronozyme ® P (granulate and liquid), which is a product from the Ronozyme ® range of feed enzymes, has now been approved for salmon, broilers, layers, turkeys, ducks, sows, piglets and fattening pigs. The European Food Safety Authority (EFSA), in charge of scientific evaluation, confirmed the efficacy and safety of Ronozyme ® P in 2007. Annual Report 2007 www.dsm.com 44 Book EN_v2.indb 44 Book EN_v2.indb 44 19-02-2008 12:51:15 19-02-2008 12:51:15  The number of customers around the world using Rovimix ® Hy•D ® is rising fast. Rovimix ® Hy•D ® brings to the poultry industry the solution for better skeleton formation, particularly strengthening bird legs and allowing genetics to be fully exploited in order to maximize meat production and to minimize process losses. From both a global and a local perspective, Animal Nutrition and Health today holds clear leadership positions in its markets. As a consequence, we are committed to further set the standards, for instance with Optimum Vitamin Nutrition (OVN ® ). This proprietary specification in feed products demonstrates how DSM Nutritional Products helps secure not only the highest food ingredient quality, safety and traceability as well as environmental compatibility in the industry but also the quality and safety of end products such as meat, fish, milk or eggs. Animal Nutrition and Health was able to increase prices in the course of 2007, in line with the market dynamics and the raw- material cost increases due to the impact of crude oil prices. At the same time, we strengthened our position in the premix business; the optimization of operations as well as the investments in the emerging markets made in recent years are showing very positive results in terms of growth and profitability. The premix business has also expanded its wide array of state- of-the-art solutions through the combination of various products from our own portfolio with quality ingredients from selected third-party suppliers to meet specific customer needs. Projects In June 2007 the Aspire to Win profit improvement program was announced. Through a mix of cost savings and increased profits from higher revenues through innovation and differentiation, the program is expected to deliver an annual minimum of €100 million in improved profitability by 2010. The program started in the second half of 2007 and will run through 2009. It should enable the Nutrition business to achieve the targeted EBITDA margin level of at least 18% as set out in Vision 2010 . The plan is based on three pillars: cost reductions, enhancement of differentiation activities and accelerated innovation. In the autumn of 2007, we announced the restructuring of our manufacturing activities in China and the plan to develop our Xinghuo site in Shanghai as a strategic manufacturing base for the country. As a consequence, the Gonglu site, also located in Shanghai, will be closed. This closure is fully supported by the local government. A social plan and a relocation plan for the approximately 200 Gonglu employees have been prepared. PreventASe® PreventASe® is an enzyme that has been proven to substantially mitigate the formation of acrylamide in certain foods. Acrylamide is an undesired side- product formed during the baking process. In 2007, the first biscuit producers introduced biscuits produced with help of PreventASe® to the market. In addition to biscuits, the product can be used in dough- based products such as bread, crackers, formed potato products and cereals. The product received positive advice from health safety agencies and a so-called ‘Generally Recognized As Safe’ (GRAS) notification from the Food and Drug Administration in the United States in 2007. Maxarite™ Maxarite™ is a revolutionary taste potentiator which boosts salty flavors whilst enabling reduction of the salt content by up to 50% in a range of bakery and dairy applications. In addition to this, Maxarite™ intensifies flavor profiles and provides strong masking capabilities. By delivering these taste benefits, Maxarite™ strongly influences the development of healthier products with excellent taste. Annual Report 2007 www.dsm.com 45 Book EN_v2.indb 45 Book EN_v2.indb 45 19-02-2008 12:51:15 19-02-2008 12:51:15 Review of business Xinghuo will rapidly expand to become DSM’s largest multi- product manufacturing location in China. DSM recognized as ‘Good Citizen’ in China. In addition, a project was started in an attempt to improve and optimize the business processes, including replacement of a number of legacy systems by an integrated SAP ERP system. In close alignment with the profit improvement program, a comprehensive total-quality-management initiative is currently being rolled out throughout the organization. This initiative is based on three pillars: revision of the customer-complaint- management system, implementation of more process- oriented methods and extended good manufacturing practice to keep pace with emerging market needs. Our ambition of applying our Safety, Health and Environment (SHE) standards globally was rewarded when Mr Wen Jiabao, Premier of the State Council of the People’s Republic of China, visited DSM Citric Acid (Wuxi) Ltd. to recognize the site’s outstanding achievements in the fields of environmental protection and Corporate Social Responsibility. Mr Wen Jiabao, accompanied by Mr Li Yuan Chao, Party Secretary of Jiangsu Province, and Mr Lian Baohua, Governor of Jiangsu Province, expressed his official thanks for our beneficial contribution to the local community, describing DSM as a ’Good Citizen’. Striving for continuous improvement, the production sites of DSM Nutritional Products embarked on a program to reduce costs primarily in the areas of material utilization and energy. DSM Food Specialties Global partner in bio-ingredients The Nutrition Improvement Program (NIP) launched a joint venture with the Swiss manufacturer Bühler for the production and sale of nutritious rice kernels under the new brand NutriRice ® . Through this, NIP will create new markets and at the same time provide benefits to the ’Base of the Pyramid’, the millions of people who live on less than USD 2 a day. Highlights • • • Successful launch of innovative products Good underlying growth in all business segments Continuous improvement in operational excellence Sales (x € million) Workforce (at year-end) 403 1,265 NIP is also part of DSM’s initiative for sustainable development which is dedicated to contributing to the elimination of global malnutrition by supporting fortification of low-cost foodstuffs, mainly in Africa, India and China. The battle against malnutrition directly impacts on the achievement of six of the eight United Nations Millennium Development Goals and on the lives of two billion people worldwide. Business and strategy DSM Food Specialties is a globally leading supplier of (bio-) ingredients for the food and beverage industries, based on its strong technology position in fermentation and enzymes, its application knowledge and its competence in marketing performance ingredients to the global food industry. The control of nutritional anemia is another milestone in reaching the UN Millennium Development Goals, and it is also one of the most important objectives of our humanitarian initiative SIGHT AND LIFE. Every year, hunger and malnutrition claim more than ten million lives worldwide. Many of these deaths are caused by so-called hidden hunger, a condition that involves a lack of essential vitamins and minerals. The size of the global food ingredients market is around €30 billion, with an average annual growth of 4-5%. This growth exceeds the average growth of 2-3% of the food market due to higher organic growth in emerging economies and a shift towards higher-value ingredients and processed food. Key market drivers are the demand for healthy nutrition, including low-salt and low-fat foods, the need for natural ingredients, convenience, and food safety. The new book Nutritional Anemia published by DSM offers valuable information on how to deal with this enormous challenge; leading scientists, academic institutions and UN agencies have contributed to it. SIGHT AND LIFE’s measures to combat nutritional anemia further include food fortification and micronutrient supplementation, education programs and disease control. Both SIGHT AND LIFE and NIP are contribu- ting significantly to DSM’s corporate engagement in a partnership with the United Nations’ World Food Program. The 2006 bio-ingredients market was estimated at €2 billion. This market segment includes specialty products such as yeast extracts, food enzymes and cultures and is regarded as a knowledge-intensive market where enzyme technology and biotechnology are key assets. DSM Food Specialties comprises four business units and an Ingredients Development Unit. Dairy Ingredients supplies enzymes, starter cultures and preservation systems for cheese Annual Report 2007 www.dsm.com 46 Book EN_v2.indb 46 Book EN_v2.indb 46 19-02-2008 12:51:18 19-02-2008 12:51:18 Review of business Nutrition Pharma Performance Materials Industrial Chemicals Other activities and yogurt, and tests for the detection of residues of antibiotics. DSM is one of the biggest suppliers of dairy ingredients in the world. Savoury Ingredients is a major supplier of ingredients for flavorings and flavor enhancers (such as yeast extracts) used in products such as soups, instant meals, sauces and savory snacks. Enzymes produces a wide range of food enzymes for applications such as baking, fruit processing, brewing and manufacturing of other alcoholic beverages. Functional Food Ingredients produces ingredients for infant nutrition, food supplements and functional foods such as arachidonic acid, probiotics and biopeptides. Metabolic health is the major priority development area. Together with DSM Nutritional Products, DSM Food Specialties has a unique portfolio of products in the area of healthy ingredients for use in functional foods. DSM Food Specialties focuses on translating specific consumer demands into niche and IP-protected ingredients with a high added value for food manufacturers in terms of performance and contribution to taste, convenience and substantiated health benefits. Business review The bio-ingredients market showed continuous volume growth of more than 5% in 2007. Some segments were faced with price pressure due to increased competition. DSM Food Specialties’ sales, excluding tolling contracts, showed a satisfactory increase. The weaker US dollar had a negative impact on the results. As a result of the contractual phasing-out of the phytase tolling business, DSM Food Specialties’ sales declined by 2%. Operating profit decreased in 2007. DSM Food Specialties strengthened its position by launching a large number of new products and by pursuing organic growth, in particular in emerging economies. The organization was further streamlined according to the need to serve customers in the most efficient way. The pipeline of radically new products is well-filled with food enzymes, savory and dairy ingredients and functional food ingredients, particularly in the area of metabolic health. The global dairy industry continues to grow while cheese consumption is showing limited growth; for cheese manufacturers ripening speed, development of desired taste and elimination of off-flavors are critical to success. Dairy Ingredients successfully introduced the enzyme Accelerzyme ® CPG offering improved maturation speed. The product portfolio for cheese production (rennet, cultures, media and preservation systems) showed satisfactory growth. Prices in the area of preservation were under pressure. Yogurt is the most popular carrier for a variety of health ingredients and bioactives. The satiety ingredient Fabuless ® showed spectacular growth and is now being added to fermented milk products in Germany, Italy, the Netherlands, Portugal, the UK and many other countries. Sales volumes of antibiotic tests were slightly up. Delvotest ® is the globally recognized leading standard in antibiotic testing in milk. In 2007 the Delvotest ® Accelerator was successfully launched. This new, fully automated testing system offers milk control stations and dairies rapid and consistent results and guarantees complete traceability and reduces the risk of rejection. Sales of the lactase enzyme Maxilact ® for hydrolyzed milk and low-lactose milk products strongly increased, in particular in emerging economies. The global savory-food market is driven by a growing demand in emerging economies, a need for more convenient types of products and a strong consumer demand to improve nutritional profiles such as reduced salt intake. Savoury Ingredients recorded strong volume growth, in particular in the specialty- yeast-extracts segment, which includes the newly launched products Maxarome ® Select and Maxarite ™ . The latter taste potentiator boosts salty flavors whilst enabling the salt content of bread and cheese to be reduced by up to 50%. A dedicated factory for processed flavors was opened in Shanghai (China). Apart from the growth market in China, the plant serves the global culinary industry with unique processed flavors with milder roasted and boiled notes on the basis of an innovative extrusion technology. Enzymes’ sales showed strong growth in particular in the area of baking, brewing and fruit processing. Brewers Clarex ™ (helping brewers to prevent chill haze formation in beers) and Maxapal ® (for improved emulsification properties in mayonnaise and sauces), two enzymes introduced in 2006, contributed to this growth in a significant way. is a new, unique technological breakthrough for In 2007 four new enzymes were introduced on the market. CakeZyme ™ the cake and pastry industry. Following this introduction, the Let’s Cake Together ™ concept was presented to the market. This revolutionary ‘toolkit’ combines three ingredients from Annual Report 2007 www.dsm.com 47 Book EN_v2.indb 47 Book EN_v2.indb 47 19-02-2008 12:51:18 19-02-2008 12:51:18 Review of business DSM CakeZyme ™ , Etenia ™ and the taste potentiator Maxarite ™ . It allows manufacturers to respond to the key trends Delite currently driving the cake market – indulgence, reduced fat and saturates and improved costs. is an enzyme that has been proven to PreventASe ® substantially mitigate the formation of acrylamide in certain foods. Claristar ™ mannoprotein which prevents tartrate crystallization in wine. is an ingredient extracted from yeast The enzyme technology is also applied to modify raw materials in order to develop ingredients with unique characteristics, sometimes in collaboration with partners. One of these strategic partnerships between the Dutch starch company AVEBE and DSM, resulted in the launch of Etenia ™ , a natural ingredient derived from potato starch designed for a variety of applications. The combination of DSM’s enzyme expertise and AVEBE’s starch knowledge will lead to more opportunities for the development of innovative creaminess-enhancing products. Two new enzymes and a yeast mannoprotein were introduced in the fruit processing and wine industry. Rapidase ® Optiflux improves fruit-juice flux rate during cross-flow filtration and reduces membrane plugging. Rapidase ® Maxifruit allows the production of supple and fruity wines and boasts a more stable and intense cherry red color after alcoholic fermentation. DSM Food Specialties launched a unique protein hydrolysate consisting of bioactive peptides that represents a breakthrough in diabetes management. Thanks to this hydrolysate, Insuvital ™ been clinically proven to help type 2 diabetes patients actively control glucose levels after mealtimes. , manufacturers can create products that have Functional Food Ingredients saw its sales increase thanks to a strong sales increase for Fabuless ® , a product that contains a special emulsion of natural, fractionated palm oil and oat oil and uses the body’s natural appetite-control mechanism to reduce calorie intake. Apart from applications in yogurt, the product found important inroads in 2007 in dietary supplements in France, the UK and the United States and in meal-replacement shakes. Growth of arachidonic acid continued but at a lower pace than in previous years due to saturation as a significant number of infant-food manufacturers in the world have been launching new product lines for infant formula enriched with arachidonic acid. The penetration level in the United States is still much higher than in Europe. Another new hydrolysate consisting of bioactive peptides was introduced to target the growing global market for blood- pressure management. This product, Tensguard ™ , works by supporting the natural processes of the body in maintaining healthy blood pressure. DSM Food Specialties continues its sustainability efforts. Our breakthrough new beer-processing enzyme Brewers Clarex ™ enables the beer industry to shorten the brewing process considerably, resulting in significant savings in energy. The enzyme also makes the use of chemicals for the prevention of haze formation redundant. DSM Special Products Strengthened global leadership Sales of the patented peptide PeptoPro ® increased in particular in the United States. The Dutch Olympic Committee as well as the Olympic Committees of other countries will recommend the use of PeptoPro ® to their athletes in preparation for the 2008 Olympics in Beijing (see also page 87). Highlights • • • Market growth outpaced once again Acceleration of sales growth in innovation areas Strongly improved financial performance Projects DSM Food Specialties’ leading enzyme and fermentation technology is part of the company’s backbone and enables it to develop enzymes that help customers to achieve their manufacturing goals or to develop new products that target the main consumer trends. DSM was leading in unraveling the genetic code of the Aspergillus niger genome and is globally leading in Aspergillus niger patents. In 2007 the complete genome was published in Nature Biotechnology . Sales (x € million) Workforce (at year-end) 101 133 Business and strategy DSM Special Products produces benzoic acid, sodium benzoate, benzaldehyde and benzyl alcohol. Its products such as Purox ® S, Purox ® B and VevoVitall ® are widely recognized for their purity and quality. The business unit supplies a wide range of markets, including the markets for carbonated soft drinks, food, animal feed, plasticizers, resins, cosmetics, personal care products, flavors and fragrances, as well as a diverse range of industrial applications. The production facilities are located in Rotterdam (Netherlands). Annual Report 2007 www.dsm.com 48 Book EN_v2.indb 48 Book EN_v2.indb 48 19-02-2008 12:51:19 19-02-2008 12:51:19 CakeZyme™ CakeZyme™ is a groundbreaking enzyme-based ingredient. It is a unique technological breakthrough for the cake and pastry industry, boosting the emulsifying properties of egg yolk, meaning fewer eggs are needed to produce cake which leads to overall cost savings. In addition to savings, cake manufacturers benefit from an improved nutritional profile and enhanced product quality. DSM Food Specialties introduced CakeZyme™ in 2007. Dave Moreton, Development Director at Memory Lane Cakes Ltd. (Finsbury Food Group): ‘We started to use CakeZyme™ in some of our products in 2007. After further successful trials in 2008 we have continued to roll out the addition of the ingredient to other products in our range. We are convinced of the benefits of CakeZyme™ for our products which include extended shelf-life and softer crumb over time in our preservative-free products. Throughout the development process we have worked closely with various specialists from DSM Food Specialties.’ DSM Special Products is the global market leader in most of the products it supplies. DSM Special Products will build upon these leadership positions by creating market growth through innovation. It will continue to set the benchmark in the industry through the quality of its products. Business Review The year 2007 was a good one for DSM Special Products, in which it strengthened its global leadership in its core products. The development of demand was encouraging, especially due to the successful application innovation projects initiated by DSM Special Products in the last five years. Growth in VevoVitall ® , our feed additive that helps pig farmers to significantly reduce ammonia emissions, continued strongly on the back of the new registration obtained for the consumption of VevoVitall ® by piglets, and outpaced expectations once again. Furthermore, new applications for Purox ® B in plasticizers for markets such as flooring have been introduced, laying the groundwork for growth in the coming years. Overall, DSM Special Products was clearly able to grow faster than the market in its core products, strengthening its market share and global leadership. Increased demand led to an industry wide improvement in utilization rates, allowing margin recovery. Furthermore, DSM Special Products was able to make significant cost savings, especially in the consumption of raw materials. DSM Special Products saw a strong improvement driven by higher sales volumes and margins and lower fixed costs. Sales rose 7%. Projects DSM Special Products will continue its efforts in application innovation, and will further grow the business in VevoVitall ® in collaboration with DSM Nutritional Products. Especially promising for the coming years is the development of plasticizer products by customers of DSM Special Products, based on our Purox ® B. Several competitive products based on phthalic acid will be withdrawn from the market in the next 24 months, opening up market space in which Purox ® B based products are superbly positioned to compete. Due to the improved utilization rates combined with continued belief in growth opportunities, DSM Special Products has started the engineering for a debottlenecking of its facilities which will support a further 30% growth in Purox ® B, VevoVitall ® and Purox ® S by 2010. Annual Report 2007 www.dsm.com 49 Book EN_v2.indb 49 Book EN_v2.indb 49 19-02-2008 12:51:20 19-02-2008 12:51:20 Review of business Pharma The Pharma cluster comprises the business groups DSM Pharmaceu tical Products and DSM Anti-Infectives. DSM is one of the world’s leading independent suppliers to the pharmaceutical industry, with some 40% of today’s top-selling medicines in the world containing ingredients developed and produced by DSM. x € million 2007 2006 Net sales1: DSM Pharmaceutical Products DSM Anti-Infectives 553 478 605 362 Total 1,031 967 Operating profit Operating profit plus amortization and depreciation Capital expenditure and acquisitions Capital employed at 31 December Operating profit as % of average capital employed EBITDA as % of net sales Research and development 93 174 65 65 146 146 1,095 1,302 7.8 17.7 68 4.9 15.9 59 Workforce at 31 December 5,073 4,732 1 before elimination of intra-group supplies to other clusters Supplies of Pharma x € million Operating profit of Pharma x € million 1,000 (cid:116) 800 (cid:116) 600 (cid:116) 400 (cid:116) 200 (cid:116) 0 (cid:116) 100 (cid:116) 80 (cid:116) 60 (cid:116) 40 (cid:116) 20 (cid:116) 0 (cid:116) 2005 2006 2007 2005 2006 2007 Annual Report 2007 www.dsm.com 50 Book EN_v2.indb 50 Book EN_v2.indb 50 19-02-2008 12:51:21 19-02-2008 12:51:21 Review of business Nutrition Pharma Performance Materials Industrial Chemicals Other activities DSM Pharma Chemicals is a provider of custom chemical manufacturing services for complex registered intermediates and APIs. Using a large technology toolbox, it provides manufacturing services from four European-based facilities located in Austria, the Netherlands, Italy and Germany. DSM Biologics is a provider of biopharmaceutical manufacturing technology and services. DSM Biologics and Crucell NV have co-exclusive rights to license the high- producing PER.C6 ® technology platform to the biopharmaceutical industry as a production platform for recombinant proteins and monoclonal antibodies. DSM Biologics operates a manufacturing facility in Groningen, the Netherlands, approved by the US Food and Drug Administration (FDA) for mammalian-cell-based contract manufacturing and PER.C6 ® process support. DSM Biologics also offers microbial-cell-based contract manufacturing services through its operations in Capua, Italy. DSM Pharmaceuticals, Inc. is a provider of high-quality finished-dose-form manufacturing services to the pharmaceutical and biopharmaceutical industries. Operating from Greenville, North Carolina (United States), the company manufactures sterile injectables (aseptic liquid and lyophilized), and solid-dose forms (tablets and capsules) for companies around the world. DSM Exclusive Synthesis / Intermediates is a global provider of custom manufacturing services for the agrochemical industry and a provider of organic intermediates to the fine- chemicals industry. Customers are served from the production site in Linz, Austria. DSM Pharmaceutical Products provides solutions to the development and manufacturing needs of the pharmaceutical and agrochemical industries. The business group derives sustainable success from the application of a wide range of technical and regulatory capabilities to deliver services in a compliant, timely and cost-effective manner. Business review The business group’s performance was very much in line with expectations. Sales declined by 9%, mainly due to divestment of the South Haven site in 2006. Operating profit of DSM Pharmaceutical Products was close to the level of 2006, as the business group was almost able to compensate for the expiration of Roche contracts. DSM Pharma Chemicals showed a good performance and profited from continued new business uptake and the growth of existing development projects and commercial products. DSM Pharmaceuticals, Inc. showed a lower activity level, primarily due to sterile injectables. DSM Pharmaceutical Products High-quality global services to the life science industry Highlights • • • Solid growth and performance in Pharma Chemicals Clinical trial line for sterile manufacturing started Breakthrough XD biopharmaceutical production ™ process announced for Sales (x € million) Workforce (at year-end) 553 2,290 Business and strategy DSM Pharmaceutical Products is a leading provider of high- quality custom contract manufacturing and development services to the pharmaceutical, biopharmaceutical and agrochemical industries. Customers around the world are serviced from six manufacturing sites in the United States and Europe. Customers include seventeen of the top twenty pharmaceutical companies and the top three agrochemical companies as well as a large number of biotech, specialty and emerging companies across the globe. DSM Pharmaceutical Products’ contract manufacturing services include the production of advanced intermediates, active pharmaceutical ingredients (APIs), amino acids and derivatives, mammalian cell production of monoclonal antibodies and proteins, finished-dose form manufacturing of solids, scheduled drugs, aseptic liquid and lyophilized products. DSM focuses the right resources on providing the highest level of service and quality while applying innovative solutions to satisfy customers’ unique manufacturing needs. DSM Pharmaceutical Products consists of four business units. Annual Report 2007 www.dsm.com 51 Book EN_v2.indb 51 Book EN_v2.indb 51 19-02-2008 12:51:25 19-02-2008 12:51:25 Review of business Eleven new products were launched from the Greenville, North Carolina (United States) facility in 2007, including two sterile biologics for which the pre-approval inspections were waived by the FDA (the US Food and Drug Administration). infections in both humans and animals and as such are of vital importance for people’s well-being and healthier economics in farming. Expansion in the sterile manufacturing area continued on schedule as the clinical trial materials manufacturing facility in Greenville was completed and qualified and is in operation for several new customers. The cytotoxic manufacturing suite is on schedule for commercial operation in 2008. The DSM Exclusive Synthesis / Intermediates business showed a better performance due to restructuring of the portfolio. As part of the accelerated Vision 2010 strategy, it has been decided to divest the intermediates business. DSM Biologics’ activities were centered on providing manu- facturing services for new and existing customers from the facility in Groningen (Netherlands) and expanding the PER.C6 ® Development Center in Boston, United States with joint-venture partner Crucell NV. The number of new manufacturing projects increased compared with 2006. DSM Biologics also announced the innovative XD ™ process . This cell-based manufacturing process tailored to the PER.C6 ® technology platform is capable of producing much higher yields in manufacturing, and can create a breakthrough in biopharmaceutical manufacturing. Projects An operational excellence project implemented in solid-dose manufacturing resulted in a significant increase in contribution margin in line with the business group’s strategy of growing its activities and improving its profitability. DSM Anti-Infectives Recovery led by higher selling prices Highlights • • • Financial performance improved significantly In full pursuit of partnering strategy Strong growth in enzymatic green technologies Sales (x € million) Workforce (at year-end) 478 2,783 Business and strategy Penicillin-based anti-infectives are among the most important pharmaceutical products in the world in terms of volume. The products in DSM Anti-Infectives’ current portfolio are very effective in combating a broad spectrum of bacterial and fungal As a relatively cheap treatment against infectious diseases, penicillin-derived pharmaceuticals can be afforded by a large and growing part of mankind, with pronounced growth in the developing economies of China, India, other countries in Asia and Africa. Consumption in the Western world with its highly regulated markets is more or less stable. DSM Anti-Infectives is the only penicillin producer outside of China. In this context DSM Anti-Infectives – as the leading supplier of bulk active ingredients and important intermediates – has defined a strategy that is aimed at actively maintaining this leadership position via customer intimacy in the different markets and technological innovations leading to both further improved production (cost effective and leaving less of an environmental footprint) and a strengthened product portfolio in generic active ingredients. DSM Anti-Infectives will achieve this by actively seeking partnerships, and where necessary rationalizing parts of the portfolio. Business review DSM Anti-Infectives holds global leadership positions in penicillin G, penicillin intermediates (6-APA and 7-ADCA), semi- synthetic penicillins, semi-synthetic cefalosporins and side chains to produce these active pharmaceutical ingredients (APIs), and in other active ingredients such as potassium clavulanate and nystatin. Contrary to previous years, the global overcapacity (mainly based on newly installed facilities for the production of penicillin and derived products in China) did not result in oversupply. The main cause of this was the temporary output reduction forced by Chinese authorities on a few major players in the industry in order to comply with environmental regulations. In 2007 this led to a temporary shortage in the total value chain for penicillin- based APIs, leading to significant price increases in raw material intermediates and all related products. Sales increased by 32%. The overall growth of market demand for penicillin equivalents was 4-6% in 2007. In spite of the weak US dollar versus the euro and the higher raw-material and energy prices, DSM Anti- Infectives was able to strongly improve its bottom line. This was due not just to market circumstances, but also to effective cost control based on the restructuring programs started in 2005. This result improvement did not apply to the side-chains part of DSM Anti-Infectives’ portfolio, where capacity and demand were not fully in balance, although the company was able to Annual Report 2007 www.dsm.com 52 Book EN_v2.indb 52 Book EN_v2.indb 52 19-02-2008 12:51:28 19-02-2008 12:51:28 increase prices while maintaining market share. The weaker US dollar however prevented this from being reflected in the results. Purimox® Projects In 2007 the decision was taken to divest the clavulanic acid business and the manufacturing site in Sweden. At the same time the efforts to broaden the portfolio to include active pharmaceutical ingredients that will become generic in the coming years were increased. In this program DSM Anti-Infectives is strongly profiting from its market access to key generic pharma houses, building on its strong technological knowledge and geographic spread advantages. Besides the focus on this program, DSM Anti- Infectives’ R&D efforts continue to concentrate on reducing the variable costs of its core products, and on green routes to reduce the group’s environmental footprint even further. New strategy announced Every year the CPhI (the leading global convention on pharmaceutical ingredients and intermediates) is one of the most important events for DSM Anti-Infectives to meet customers and partners. This three day event is visited by about 20,000 professionals, which gives ample opportunity to develop new business leads and to strengthen ties with existing relations. In 2007 DSM Anti-Infectives announced a new strategy. In line with this we introduced our new slogan ’DAI, your partner in generic APIs’. Testimonials from our many satisfied customers and the large number of visitors to our CPhI stand showed that DSM Anti- Infectives is a highly appreciated partner in the generic API industry. In fact increasingly so, as we have embarked on an ambitious new journey with the objective of launching a number of new generic molecules every year; and the many positive reactions from potential customers have actually exceeded our expectations. DSM Anti-Infectives has developed DSMPureActives™, a new range of high-quality semi- synthetic penicillins and semi-synthetic cefalosporins each produced with innovative enzymatic technology. Mr S.G. Belapure, President, Manufacturing Formulations at Cadila says: ‘By using DSMPureActives™ product Purimox®, productivity has gone up by almost 15% thereby reducing breakdown time and flowability has also improved. Using Purimox® has considerably improved the formulation yield.’ Mr Rajesh Madan, Executive Director, Medicamen Biotech Ltd. vouches for the quality of Purimox® and acknowledges the fact that using Purimox® provides a qualitative competitive edge in the market for formulations. Mrs Lata Jain, Executive Director, Purchase at Akums Drugs and Pharmaceuticals shares similar views on Purimox®. ‘We have been using Purimox® for more than two years now, and yield and productivity have gone up significantly. Purimox® is the product of the future.’ Annual Report 2007 www.dsm.com 53 Book EN_v2.indb 53 Book EN_v2.indb 53 19-02-2008 12:51:29 19-02-2008 12:51:29 Review of business Performance Materials The Performance Materials cluster comprises the business groups DSM Engineering Plastics (including the Dyneema business unit), DSM Resins and DSM Elastomers. On 1 January 2008 DSM Dyneema became a business group. x € million Net sales1: DSM Engineering Plastics (including DSM Dyneema) DSM Resins DSM Elastomers 2007 2006 1,068 1,324 509 1,005 1,258 496 All of these units specialize in the manufacture of technologically sophisticated, high-quality products that are tailored to meet customers’ performance criteria. The products are used in a wide variety of end-use markets: the automotive industry, the aviation industry, the electrics & electronics industry, the sports and leisure industries, the paint and coatings industry and the construction industry. Total 2,901 2,759 Operating profit Operating profit plus amortization and depreciation Capital expenditure and acquisitions Capital employed at 31 December Operating profit as % of average capital employed EBITDA as % of net sales Research and development 321 415 214 329 429 126 1,815 1,697 18.3 14.3 131 19.3 15.6 115 Workforce at 31 December 5,139 4,664 1 before elimination of intra-group supplies to other clusters Supplies of Performance Materials x € million Operating profit of Performance Materials x € million 3,000 (cid:116) 2,500 (cid:116) 2,000 (cid:116) 1,500 (cid:116) 500 (cid:116) 0 (cid:116) 500 (cid:116) 400 (cid:116) 300 (cid:116) 200 (cid:116) 100 (cid:116) 0 (cid:116) 2005 2006 2007 2005 2006 2007 Annual Report 2007 www.dsm.com 54 Book EN_v2.indb 54 Book EN_v2.indb 54 19-02-2008 12:51:30 19-02-2008 12:51:30 Review of business Nutrition Pharma Performance Materials Industrial Chemicals Other activities DSM Engineering Plastics Satisfying year despite temporary setbacks increasingly able to position itself as a valuable, solutions- oriented business partner. Highlights • Sustained volume growth but impacted by caprolactam force majeure and slow automotive sales in the United States. Investment program to build for further growth in China/India running at full speed Announcement of PA4T, a new high-performance polymer • • Sales (x € million, including DSM Dyneema ) Workforce (at year-end, excluding DSM Dyneema) 1,068 1,462 Business and strategy DSM Engineering Plastics is a global player in polyamides (polyamide 6, polyamide 66 and polyamide 46), polyesters (PBT, PET and TPE-E), polycarbonate (PC and PC blends) and extrudable adhesive resins. These materials are used mainly in technical components for the electrics and electronics, automotive, engineering and packaging industries. With a global market share of about 5%, DSM is one of the world leaders. DSM is the global market leader in high-heat polyamide. DSM Engineering Plastics has production sites in Emmen and Geleen (Netherlands), Genk (Belgium), Evansville (United States), Jiangyin (China) and Pune (India). DSM Engineering Plastics wants to further strengthen its leadership position with a strong focus on performance materials and specialties. All activities are centered on creating value for the business group’s customers and for DSM. Thanks to its outstanding knowledge of products and applications, combined with excellent service levels, the business group is Business review The markets for engineering plastics once again showed growth in 2007 but this growth was lower than anticipated because lower consumer confidence resulted in reduced consumer spending. The automotive market (especially in the United States) and the electronics markets felt the impact of this. Despite these developments, DSM Engineering Plastics saw sales volumes develop positively in all main markets (electronics, electrical, automotive, packaging, consumer and industrial markets). Raw-material prices remained at high levels, which, together with the unfavorable exchange rates, kept margins under pressure. Price increases were not yet sufficient to restore margins to the required levels. A production outage for our main raw material caprolactam caused supply problems for our polyamide 6 products in Europe and limited our growth. Sales rose by 2%; operating profit was lower. Projects The construction of new plants continued. In Jiangyin (China) a new Akulon ® polyamide 6 polymer plant is being built and in Geleen (Netherlands) the second Stanyl ® polymer plant is under construction. Both factories are due to start up in 2008. Investment decisions were taken to develop a new compounding site in Pune (India) to replace the existing site with extended capacity to cope with strong demand development. This site is due to start in 2008. Also a decision was taken for the first extension of the new compounding site in Jiangyin (China) that had been inaugurated in 2006. The capacity is to be increased by 50% at the end of 2008. , a new In 2007, DSM announced the development of PA4T high-performance polymer. Stanyl ® Diablo was also introduced, an innovative new Stanyl ® technology. Components made of Stanyl ® Diablo have a very long useful life in extreme environments where other materials disintegrate. Stanyl ® Diablo is particularly interesting for the automotive industry, where it helps increase fuel efficiency and reduces CO 2 emissions by saving weight through metal replacement. Annual Report 2007 www.dsm.com 55 Book EN_v2.indb 55 Book EN_v2.indb 55 19-02-2008 12:51:34 19-02-2008 12:51:34 Review of business DSM Dyneema Another year of solid growth Highlights • • Continued strong growth globally Further expansion of manufacturing capacity in the United States Pamako Engineering AG acquisition adds new technology • Sales (x € million) to be disclosed as of 1 January 2008 Workforce (at year-end) 606 Business and strategy Dyneema ® (a high-modulus polyethylene fiber) is the strongest fiber in the world on a weight-for-weight basis. It was invented and developed by DSM and is an important component in ropes, cables and nets in the fishing, shipping and offshore industries. Dyneema ® is also used in safety gloves for the metalworking industry and in fine yarns for applications in sporting goods and the medical sector. In addition, it is applied in bullet-resistant armor and clothing for law-enforcement personnel and the military. Dyneema ® is produced in Heerlen (Netherlands) and in Greenville, North Carolina (United States). DSM Dyneema is also a partner in a high-modulus-polyethylene (HMPE) manufacturing joint venture in Japan. DSM Dyneema is expanding around the world in selected, high-margin markets offering high profitability. The company will continue to focus on the further development of ultra-strong polyethylene fiber and UD (unidirectional sheet) technology. Business review The year 2007 was another good year. All markets for Dyneema ® products showed growth, and sales increased in all geographic regions. Sales growth was particularly strong in North America and Asia. Total sales increased by 22%. DSM Dyneema’s operating profit was up from 2006, due to higher volumes . Between 1998 and 2007 sales volumes for Dyneema ® more than quadrupled and the business clearly outgrew all direct competitors. Demand for light but strong, convenient-to-use material continues to show steady and rapid growth, driven by a range of social and economic factors such as the general increase in safety awareness in production industries, an increasing demand for personal-safety products, the growing demand for easy-to-handle, durable materials in the marine industry and the increase in leisure time and prosperity. Production capacity for Dyneema ® in the United States for the life protection market was expanded by another 25% in 2007. By adding extra capacity to its highly integrated Greenville site, DSM remains able to meet increasing demand for its products and underlines its high commitment to the long-term development of the US market. Also, a decision was made to invest in a new technical service center at DSM’s Stanley, North Carolina (United States) facility. Investing in further growth of Dyneema ® fiber and UD materials helps DSM maintain its global market leadership position. New technology for the production of UHMWPE (Ultra High Molecular Weight Polyethylene) based products was acquired in March through the acquisition of Pamako Engineering AG in Zurich (Switzerland). This new technology is complementary to the existing business for Dyneema ® fiber and Dyneema ® UD. Projects In 2007 several new products were introduced. The new Dyneema ® HB50 represents the latest top-of-the-line solution for monolithic (fiber-only) inserts to be used in hard ballistic armor. The new Dyneema ® HB51, designed for and manufactured in the American market, is the best-in-class material for protective backing behind the body armor’s strike face in a hybrid construction. Both new materials offer the ideal combination of enhanced ballistic performance and lightweight comfort. Also, new spun yarn gloves with Dyneema ® were introduced in the United States. This introduction opens up a significant new market for protective gloves. Gloves with Dyneema ® protect hands against a wide range of mechanical and cut hazards. They feel softer than cotton, enable better air circulation and have high abrasion and chemical resistance, which is undiminished by repeated washings. In the medical segment, independent studies carried out in 2007 show that Dyneema Purity ® , a high-performance specialty polyethylene fiber developed by DSM Dyneema specifically for medical applications promotes better tissue formation than traditional polyester in orthopedic suture applications. This is excellent news for orthopedic surgeons, as one of their most important concerns when using artificial, non-degradable sutures is rapid healing of the tissue surrounding the sutures. In the 2007 prestigious America’s Cup race, all boats including that of the winning Alinghi team were rigged with state-of-the- art running rigging made with Dyneema ® . This provided a number of benefits, including lower stretch and significant weight savings. Annual Report 2007 www.dsm.com 56 Book EN_v2.indb 56 Book EN_v2.indb 56 19-02-2008 12:51:37 19-02-2008 12:51:37  The DSM site in Greenville, North Carolina (United States) that is used by both DSM Pharmaceuticals, Inc. and DSM Dyneema was selected as Industry of the Year for 2007 by the community in Pitt County, where it is located. The award recognizes a manu facturer or distributor that has done a great job in the community. DSM Resins Innovation drive leads to successful product introductions Dyneema® Following a successful eight-month sea trial, COSCO Dalian, a subsidiairy of China Ocean Shipping Company has selected mooring lines with Dyneema® fiber for its newest Very Large Crude Carrier (VLCC). COSCO Dalian found that, in comparison with steel-wire mooring lines, ropes made with Dyneema® enabled a 50% reduction in mooring time and significantly improved crew safety. DSM Dyneema worked closely with COSCO Dalian during the sea trial to document performance of the new ropes. Zhao Jinwen, General Manager of Technical Department COSCO Dalian, said: ‘At COSCO we are always looking for new ways to improve the safety and efficiency of our operations, and this is why we trialed the lines made with Dyneema®. We were very impressed with the results. The mooring ropes are lighter and easier for seamen to handle, which helps avoid injury at sea and ashore, and speeds up the mooring process. We dramatically reduced mooring time, which will help lower port fees and allow faster turnarounds for our vessels. We are looking forward to the launch of the Cospearl Lake and the many benefits Dyneema® technology will bring to its operation.’ Highlights • • Strong organic sales growth in 2007 DSM NeoResins+ expansion in Meppen (Germany) completed, new expansions in Waalwijk (Netherlands) and Shunde (China) announced Innovative strength recognized by two prestigious awards • Sales (x € million) Workforce (at year-end) 1,324 2,524 Business and strategy DSM Resins manufactures and sells high-quality resins which are used in a wide variety of everyday applications. By focusing on value-added and eco-friendly solutions, DSM Resins is able to capture many growth opportunities thanks to its market- driven innovation efforts. DSM Resins consists of four business units: DSM Powder Coating Resins, DSM NeoResins+, DSM Desotech and DSM Composite Resins. Business review In 2007 DSM Resins made further progress in all of its four business units and introduced a broad range of new, innovative products. These will help the business group to achieve its ambition of double-digit sales growth towards 2010. DSM Resins’ sales growth in 2007 was mostly volume-driven. Most facilities operated at full or nearly full capacity during the year, increasing the need for capacity expansion. DSM Resins is investing heavily in market-driven innovation by developing new technologies and products for existing and new applications. Successful price management in combination with new products from innovation efforts, increasing presence in emerging economies and a strong commitment to operational excellence will form the basis for the improvement of DSM Resins’ overall profitability in the coming years. Annual Report 2007 www.dsm.com 57 Book EN_v2.indb 57 Book EN_v2.indb 57 19-02-2008 12:51:37 19-02-2008 12:51:37 Review of business Trends in the market call for eco-friendly systems, driven by more stringent legislation in combination with the customers’ need for improved durability, lower weight, ease of use and lower system costs. The first ever full-composite bridge with products of DSM Composite Resins was installed in Dronten, the Netherlands. The bridge is stronger than concrete but at the same time twelve times lighter. It takes 15 minutes to install, compared to 1 to 2 days for a conventional concrete bridge. DSM Resins’ innovation drive is aimed at providing solutions that lead to lower emissions and energy savings. By offering lightweight composite resins to replace metal, significant savings can be achieved. Also, waterborne resins for paints and coatings contribute to a more sustainable world with lower emissions and superior quality. In 2007, DSM NeoResins+ made further progress with the closure, announced in 2006, of the production site in Landskrona, Sweden. The closure was necessary because of a reduced demand for alkyd solvent-borne coating systems due to new regulations in the European Union. The innovation focus will be in particular on inter-material replace- ment of metal and concrete by composite resins and emission- free water-based and powder-coating resin technologies. DSM Resins aims to achieve about €250 million in extra sales in 2010 through innovation. By the year 2010, 20% of the resins portfolio will be based on new products. At the same time, the existing product portfolio will be rejuvenated. With the award of two prestigious innovation prizes, the innovative strength of DSM Resins was recognized in 2007. DSM Composite Resins received the Design and Technology Awards for best innovative material for Turane ™ at the European trade fair Materialica. DSM Composite Resins also received the JEC Innovation Award for best innovation in composite resin materials (Turane ™ ) during the International China Composites Expo. Turane ™ was used in the bodywork of the lightweight Nuna4, the winner of the Panasonic World Solar Challenge for solar-powered vehicles. Shortages in raw materials, as witnessed in 2006 for isophthalic acid, did not occur in 2007. DSM Resins met its target of achieving strong organic sales growth in 2007 with a slightly higher operating profit, as a balance of higher sales volumes, margins and fixed costs. Projects In 2007, DSM NeoResins+ introduced Neocryl ® , a water-based resin for exterior paints in window frames. Apart from reduced emissions, the product has no odor and dries much faster. DSM NeoResins+ also introduced NeoRad ® . DSM Desotech’s subsidiary Somos launched a NanoTool, used for wind-tunnel test parts for optimization in aerodynamics for Formula 1 racing. DSM Powder Coatings introduced HiTone ® polyester resin with enhanced pigment affinity, enabling the formulation of white and light powder coatings for thin-film applications. , a hybrid DSM NeoResins+ completed the construction of a new factory for waterborne resins in Meppen, Germany. Also, it announced an investment of €30 million in the building of a new factory for waterborne emulsion resins in Waalwijk (Netherlands), due to open in 2008. At the same time, DSM Resins is making further progress in China with the opening of a new plant in Xinghuo for Neoxil ® sizings and binders. DSM Elastomers Higher sales volumes more than compensate for higher costs Highlights • • • Strong development of global business Innovative Keltan ACE Global branding campaign launched ™ production technology announced Sales (x € million) Workforce (at year-end) 509 547 Business and strategy DSM Elastomers manufactures synthetic rubbers (EPDM) for use in cars and other transportation vehicles, white goods, various industrial products and construction materials and as motor-oil additives. The group is one of the global market leaders in EPDM rubber with a market share of 20%. DSM Elastomers has production plants in Geleen (Netherlands) and Triunfo (Brazil). DSM Elastomers works to maintain its position as the global development leader in the EPDM market by constantly renewing its product range and maintaining the low- cost position of its plants in Geleen and Triunfo. DSM Thermoplastic Elastomers is the #2 global producer of TPVs (EPDM-based – fully vulcanized – thermoplastic elastomers). These TPVs are used in a wide variety of applications including automotive, consumer, electrical, food, building, medical and industrial applications. DSM Thermoplastic Elastomers operates plants in Genk (Belgium) Annual Report 2007 www.dsm.com 58 Book EN_v2.indb 58 Book EN_v2.indb 58 19-02-2008 12:51:38 19-02-2008 12:51:38 Powder Coating Resins DSM Powder Coating Resins is a global market leader in polyester resins used for the production of solvent free powder coatings. These coatings have proven to be technically strong, economically attractive and environmentally friendly. ‘We strongly believe in the future of the powder coatings industry, as the advantages they offer are obvious: ecological soundness, cost effectiveness, energy savings and an excellent product performance,’ Rob Molenaar, Director of the business unit Powder Coatings of Akzo Nobel, says. ‘Powder coatings have come a long way since they were first introduced in the 1960s, and due to the innovation drive in the industry, we expect powder coatings to continue their further growth in the future.’ and Leominster, Massachusetts (United States) and has its global headquarters in Leominster. DSM Thermoplastic Elastomers’ strategy is to maximize the growth of TPV, replacing thermoset rubber and PVC, through the development of new advanced technology solutions. Business review Global demand at DSM Elastomers for EPDM was strong throughout 2007. Demand in the emerging economies continued to show healthy growth, mainly driven by growing demand in the automotive industry. The demand in North America continued to suffer from the restructuring of the automotive industry and its suppliers. Moreover, the downturn in the housing market is affecting the building and construction industry. In 2007 DSM Elastomers developed well in all regions, particularly in Asia and South America. Raw-material prices continued to increase, especially towards the end of the year. The company was not able to fully safeguard its margins by passing on these cost increases to the market. The continuous weakening of the US dollar caused pressure on both prices and margins. At DSM Thermoplastic Elastomers, sales growth exceeded expectations in 2007, causing shortages in TPV supplies. Capacity was expanded during 2007 enabling the company to support continuous growth of TPV demand until a new plant comes on stream by the end of 2008. Price increases were implemented in 2007 to compensate for increases in raw- material costs. In 2007 a new generation of low-hardness Sarlink ® grades was developed. Sales of the business group increased by 3% in 2007; operating profit was slightly higher. Projects Substantial progress was made in the development of the Advanced Catalysis Elastomers (ACE ™ ) technology. Commercial-scale production of the first innovative range of products will commence at the end of 2008. In response to ongoing industry trends in key markets (automotive and building & construction), DSM Elastomers will launch several new products in 2008 based on proprietary technologies to further grow and strengthen its global market position. At the end of 2007 a newly built reactive extrusion line commenced production. This line will focus on producing specialty elastomeric materials. Annual Report 2007 www.dsm.com 59 Book EN_v2.indb 59 Book EN_v2.indb 59 19-02-2008 12:51:39 19-02-2008 12:51:39 Review of business Industrial Chemicals The Industrial Chemicals cluster consists of DSM Fibre Intermediates, DSM Melamine, DSM Agro and DSM Energy. DSM Fibre Intermediates, DSM Melamine and DSM Agro produce chemicals in large-scale, capital-intensive production facilities. Essential features of these businesses, which operate plants in the Netherlands, Asia and the United States and are thus global in scope, are strong customer relations (often geared to the long term), keen cost awareness and careful planning of any capacity expansions. x € million Net sales1: DSM Fibre Intermediates (including DSM Acrylonitrile) DSM Melamine DSM Agro DSM Energy 2007 2006 1,475 1,429 222 427 81 215 403 88 Total 2,205 2,135 Operating profit Operating profit plus amortization and depreciation Capital expenditure and acquisitions Capital employed at 31 December Operating profit as % of average capital employed EBITDA as % of net sales Research and development 225 292 90 196 269 68 714 745 30.8 15.1 23 26.6 14.4 21 Workforce at 31 December 2,134 2,183 1 before elimination of intra-group supplies to other clusters Supplies of Industrial Chemicals x € million Operating profit of Industrial Chemicals x € million 2,500 (cid:116) 2,000 (cid:116) 1,500 (cid:116) 1,000 (cid:116) 500 (cid:116) 0 (cid:116) 250 (cid:116) 200 (cid:116) 150 (cid:116) 100 (cid:116) 50 (cid:116) 0 (cid:116) 2005 2006 2007 2005 2006 2007 Annual Report 2007 www.dsm.com 60 Book EN_v2.indb 60 Book EN_v2.indb 60 19-02-2008 12:51:40 19-02-2008 12:51:40 Review of business Nutrition Pharma Performance Materials Industrial Chemicals Other activities Our caprolactam and melamine businesses are among the global leaders in terms of sales and technology. Our acrylonitrile business is a major player in Europe. DSM Agro, our fertilizer company, is active in Northwestern Europe. DSM Energy has small but profitable stakes in various oil and gas fields in the Dutch part of the Continental Shelf. polypropylene. DSM Fibre Intermediates, with plants in the Netherlands, the United States and China, is the largest merchant caprolactam producer in the world with a market share of 20%. In addition, the business group produces about 1.2 million tons per annum (tpa) of fertilizer (ammonium sulphate) as a co-product. DSM Fibre Intermediates Solid performance in caprolactam and acrylonitrile Highlights • • • Good demand for caprolactam and acrylonitrile Higher acrylonitrile prices in line with raw-material costs Acrylonitrile debottlenecking project successfully executed Sales (x € million) Workforce (at year-end) 1,475 1,421 Business and strategy DSM Fibre Intermediates produces caprolactam and acrylonitrile, which are raw materials for synthetic fibers and plastics. Caprolactam is the raw material for polyamide 6. This is a versatile material, which in the form of fibers is used in sports and leisure clothes, tires and carpets. It is increasingly used as high-performance construction material in, for example, the electronics and automotive industries and in packaging materials. Polyamide 6 has reached the mature phase of its life cycle, where market demand and selling prices are strongly influenced by supply/demand cycles. It is facing competition from other materials, such as polyamide 66, polyester and Acrylonitrile is a raw material used in textile fibers, ABS plastics, latex rubber and water-purification products. The business group’s acrylonitrile production capacity is 260,000 tpa. DSM Fibre Intermediates also produces about 25,000 tpa of sodium cyanide, which is used in detergents and in the synthesis of vitamins. With a market share of 25%, DSM is a major player in the merchant acrylonitrilemarket in Europe. DSM Fibre Intermediates’ distinguishing characteristics are its process technology, reliability and service. The business group aims to exploit its global cost and technology leadership position in caprolactam while growing its position in China parallel to a further strengthening in Europe and North America in close cooperation with DSM Engineering Plastics, for which caprolactam is a very important raw-material. For acrylonitrile we aim to strengthen our manufacturing base in Geleen (Netherlands). Business review Global demand for caprolactam was good. DSM Fibre Intermediates’ caprolactam sales growth in 2007 was limited compared to 2006 due to planned and unplanned caprolactam production outages. Prices were on average at the same level as in 2006 as demand was good even in the face of high raw- material prices. The prices of energy-related raw-materials such as ammonia remained volatile and high compared to historical levels, but declined slightly compared to 2006. The business overall showed good results. Demand for acrylonitrile was comparable to 2006. The steady rise in raw-material prices, especially for propylene, could be recouped with higher selling prices. Following the course set out in 2006, the business group was able to close the year 2007 with a solid performance. Sales increased by 3%; operating profit increased as well, thanks to higher margins. Projects By expanding our caprolactam plant in Nanjing (China) to 140,000 tpa on the basis of DSM’s HPO Plus ® technology, we have become the leading supplier in the rapidly growing Chinese market, and an additional expansion beyond 200,000 tpa to support this market growth is being planned. We expanded our acrylonitrile plant in Geleen (Netherlands) by 25,000 tpa to 260,000 tpa. Annual Report 2007 www.dsm.com 61 Book EN_v2.indb 61 Book EN_v2.indb 61 19-02-2008 12:51:44 19-02-2008 12:51:44 Review of business Measures to reduce COD (chemical oxygen demand) discharges in Nanjing were taken. Investments to bring DNCC in China up to the highest standards are scheduled for 2008. In the United States substantial energy reductions have been realized over the last couple of years. The feasibility of further projects focusing on energy reductions and better use of raw materials is being evaluated. In Europe a series of investments within the framework of a lifetime extension project will improve the reliability and the integrity of the plant. Recently, in acrylonitrile a catalyst exchange and a debottlenecking resulted in a reduction in the usage of raw-materials and energy. DSM Melamine Strong improvement in operating profit Highlights • • • Improved global supply-demand balance Higher prices of competing exports from China Margins recovering but not satisfactory yet Sales (x € million) Workforce (at year-end) 222 281 Business and strategy The main application of melamine is in wood-based panels and laminates used for furniture and flooring. Melamine is also used in car paints, durable plastic tableware and flame retardants. The growing number of consumers in emerging economies, notably China, is driving demand. Melamine is used in impregnating resins and adhesive resins for the wood-processing industry. It boosts the scratch, moisture and heat resistance of wood products. Melamine can be combined with softwood from rapidly growing trees to obtain high-quality panels that can replace hardwood. The growing scarcity of hardwood stimulates the use of melamine. Stricter legislation on emission of formaldehyde is expected to have a positive impact as well. The market for melamine is growing at an average rate of 4% per annum. Several new plants of a small scale are being built in China. Total capacity in China still exceeds local demand. In addition, new world-scale plants will be built in areas with low- priced natural gas in the next few years. With a market share of close to 20%, DSM Melamine is the global market leader. It has sophisticated technical service and logistical infrastructure in place for serving customers on a global basis. DSM Melamine has plants in Geleen (Netherlands) and in Bontang (Indonesia). The latter plant is a joint venture with P.T. Pupuk Kalimantan Timur and P.T. Barito Pacific Lumber Company. Business review Sales increased by 3% in 2007; operating profit increased strongly. Margins improved significantly in 2007, mainly due to the increase in selling prices in the second half of the year. Supply- demand conditions, which had been unfavorable since 2004, changed for the better in 2007. The prices of material exported from China increased strongly over the year. The reasons are a change in Chinese VAT legislation, the higher cost of transport and an unforeseen reduction in production capacities. In the United States we succeeded in maintaining our market position based on imported material. Production at the DSM Kaltim Melamine joint venture plant in Indonesia was restricted by low on-stream factors of connected plants on site. In Geleen (Netherlands) we realized a production level that was higher than in the previous year. Projects DSM Melamine’s objective is to consolidate its leading position and improve profitability. In China we intend to establish a position in the high end of the market based on locally sourced products. For this purpose DSM Melamine is developing a 49/51 joint venture with Shanxi Fengxi Fertilizers. DSM will continue its efforts together with customers to grow the market via innovation. Examples are cost reduction across the value chain, exploitation of the handling advantages of melamine- based resins over competing glue systems based on phenol or isocyanates, and the use of alternative fibers for panels. DSM Agro Higher grain prices drive demand Highlights • Reversal of demand decline of nitrogen fertilizers in Northwest Europe supported by growth of bio-energy crops Plants upgraded to reduce greenhouse-gas emissions by 80% Strong improvement of financial performance • • Sales (x € million) Workforce (at year-end) 427 427 Business and strategy DSM Agro is specialized in supplying products and services for responsible fertilization. The company produces and markets nitrogenous mineral fertilizers and industrial products, mainly Annual Report 2007 www.dsm.com 62 Book EN_v2.indb 62 Book EN_v2.indb 62 19-02-2008 12:51:47 19-02-2008 12:51:47 Review of business Nutrition Pharma Performance Materials Industrial Chemicals Other activities for the Northwest European market. DSM Agro operates production sites at Geleen and IJmuiden in the Netherlands. DSM Agro produces and sells about 2.4 million tons of fertilizers per year. DSM Agro also produces products that serve as raw materials for other DSM business groups. Business review DSM Agro benefited from the change in market sentiment in the course of the year. A strong worldwide market positively influenced the Northwest European market. Driven by a growing global food and feed demand as a result of positive economic developments in the large new economies in Asia, world grain prices rose considerably, leading to increasing demand for fertilizers. The growing trend towards bio-fuels further strengthened this development. This in turn had a positive effect on international fertilizer prices. As a result, DSM Agro improved its operating profit in comparison with previous years. Sales rose by 6%. Projects Towards the end of 2007 the nitric acid plants in both Geleen and IJmuiden were upgraded in order to significantly reduce greenhouse-gas emissions. Apart from being ISO 9001 certified, DSM Agro is also a member of EFMA (European Fertilizer Manufacturers Association) and complies with its Product Stewardship requirements. The Product Stewardship program is to ensure that fertilizers and their raw materials, additives and intermediate products are processed and manufactured, handled, stored, distributed and used in a safe way with regard to health, occupational and public safety, environment and security. This includes supplying plant nutrients which satisfy society’s requirements with regard to safe food production and animal feed. Sales (x € million) Workforce (at year-end) 81 5 Business and strategy DSM Energy participates in the exploration and production of oil and gas on the Dutch Continental Shelf. The business group is also involved in the transportation of oil and gas through its ownership of pipelines on the Shelf. DSM participates as non- operator with a stake of up to 25% in the oil and gas joint ventures and up to 40% in pipeline systems. At year-end, the business group had a share in twenty producing oil and gas fields and participated in two gas field developments. All fields are located in fifteen production licenses. DSM Energy’s strategic mission is to maximize cash flow by minimizing cost and maximizing production in the existing licenses. Business review The oil market saw very large price increases at the end of the year. Over the entire year the price was higher than in 2006. Due to a very mild winter, the market prices for natural gas were below 2006. Nevertheless the business group’s operating profit was at a high level, although lower than in 2006. In 2007 an exploration well was drilled in offshore block Q1 as a follow-up to the Q1-B gas discovery. Unfortunately the well was dry. A well in block F17-S1 was still being drilled at year-end. Studies for a possible well on Horizon West have nearly been completed and drilling is planned for 2008. One development project, G14-C, was carried out successfully with first gas mid November 2007. Two further development projects, the A12a and M7-A fields, are in progress with first gas expected early 2008 and year-end 2008, respectively. The business group’s total production of 1.9 million barrels of oil equivalent in 2007 was slightly less than in 2006. The remaining reserves at the end of the year were about 8.1 million barrels of oil equivalent, of which 7.4 million in the producing fields. DSM Agro promotes good agricultural practices by encouraging farmers to use correct amounts of fertilizers of the required quality at the required time, applied by means of properly adjusted fertilizer spreaders. To this end, DSM Agro provides its customers with high-quality fertilizers plus services to ensure that these are used in a responsible manner. Projects In 2007 three master theses on coal development were finalized with DSM Energy’s assistance. Together with RWTH Aachen (Germany) and Delft University of Technology (Netherlands) investigations into the CO2-capturing capabilities of coal were started. DSM Energy Operating profit at continued high level Highlights • • Better-than-expected performance New field (G14-C) taken into production DSM Energy became one of the founding members of the DAP foundation (Delft Aardwarmte Project). Wells will be drilled to produce warm water for the energy benefit of the entire Delft University campus. Annual Report 2007 www.dsm.com 63 Book EN_v2.indb 63 Book EN_v2.indb 63 19-02-2008 12:51:47 19-02-2008 12:51:47 Review of business Other activities Other activities comprises various activities and businesses that do not belong to any of the four operating clusters. x € million Net sales1 2007 2006 455 422 DSM Licensing Center DSM Licensing Center (DLC, formerly Stamicarbon) uses its long-standing experience and licensing best practices to generate added value from DSM’s intellectual property (IP). It had a successful year both in licensing urea technology and in broadening its portfolio. Operating profit Operating profit plus amortization and depreciation Capital expenditure and acquisitions (80 ) (39 ) 54 (69 ) (33 ) 48 Noordgastransport Noordgastransport (NGT) transports gas produced offshore through a system of pipelines from gas fields in the North Sea to a processing plant in Uithuizen in the north of the Netherlands. Here, the gas is treated so that it matches customers’ specifications, before being delivered to these customers. Workforce at 31 December 3,126 2,860 1 before elimination of intra-group supplies to other clusters It consists of both operating and service activities and also includes a number of cost centers that cannot be logically allocated to the clusters. It includes the DSM Innovation Center, DSM Venturing, Noordgastransport and a number of other activities such as DSM Industrial Services, DSM Insurances and part of the costs of corporate activities and non-core activities that are to be disposed of or reduced in the future. Due to their very nature the volume of these activities can be subject to change. They normally have a negative operating result. DSM Innovation Center The DSM Innovation Center has been set up to facilitate the Vision 2010 change program towards an intrinsically innovative organization. To the extent that costs of the DSM Innovation Center cannot be directly allocated to clusters they are reported in Other activities. A comprehensive description of the activities of the DSM Innovation Center is provided in the section on Innovation on page 24. As a result of the structural increase in innovation efforts in the DSM Innovation Center itself and in the Emerging Business Areas the costs of the Innovation Center increased, which had a negative impact on the result of Other activities. DSM Venturing DSM Venturing participates in external start-up companies or funds and is constantly on the lookout for investment opportunities in innovative businesses or technologies in the fields of life sciences and materials sciences. DSM Venturing plays an important part in DSM’s open innovation policy and invests in activities that are of immediate or potential relevance to DSM. A total of six new participations were realized in 2007. These include participations in Harland Medical Systems (technologies and solutions in medical coating applications), Food Quality Sensor International (freshness detection for perishable goods), Jurilab (discovery of gene-disease associations) and Upfront Chromatography (purification technology). In addition to direct investments DSM Venturing is also involved in a number of venture capital funds. For more information see page 22. DSM Industrial Services DSM Industrial Services consists of various units. Some services are provided for the Geleen site (Netherlands), others are targeted at DSM organizations all over the world. These services include technological consultancy, expertise in energy and auxiliary materials, the supply of utilities, human resources and the management of the Chemelot site in Geleen (Netherlands). EdeA EdeA VoF owns, operates and maintains most of the production and distribution facilities for utilities (for example steam, power and water) at the Chemelot site in Geleen (Netherlands). EdeA VoF is a joint venture with Essent, an energy production and distribution company. DSM’s stake is 50%. Corporate activities Various holding companies and corporate overheads are reported in Other activities. The most important cost elements in this respect are related to defined benefit pension plans and share-based compensations for the group. The captive insurance company posted better results in 2007 due to a reduction in damages compared to the previous year. Associates DSM has a small share in a limited number of associates. The contribution to the result was negligible. Heerlen, 11 February 2008 The Managing Board Feike Sijbesma, chairman Jan Zuidam, deputy chairman Rolf-Dieter Schwalb, CFO Nico Gerardu Stephan Tanda Annual Report 2007 www.dsm.com 64 Book EN_v2.indb 64 Book EN_v2.indb 64 19-02-2008 12:51:48 19-02-2008 12:51:48 Report by the Supervisory Board The composition of the Supervisory Board and the Managing Board changed during the year under review. According to the rotation scheme Mr Okko Müller’s term came to an end. He stepped down from the Supervisory Board on 28 March 2007 since he had served the maximum term of twelve years. The Supervisory Board is grateful to Mr Müller for his commitment to the company during his membership and his constructive and valuable contribution to the Board’s work. The composition of the Audit Committee changed in 2007. Mr Cor Herkströter and Mr Okko Müller stepped down and were succeeded by Mr Tom de Swaan and Mr Claudio Sonder. The Audit Committee, thus consisting of Messrs Henk Bodt (chairman), Tom de Swaan and Claudio Sonder, met three times in 2007. The external auditor was in attendance at these meetings, and at all meetings the internal – operational – auditor was present as well. Mr Peter Elverding stepped down as chairman of the Managing Board as of 1 May 2007. He was succeeded by Mr Feike Sijbesma as of the same date. The Supervisory Board would like to express its sincere appreciation for all that Mr Peter Elverding did for the company during the years he worked for DSM in various positions, especially when he served on the Managing Board, first as a member and subsequently as chairman. The main topics of discussion during the Audit Committee meeting held in February were the adoption of the group’s financial statements, the external auditor’s comments, and their assessment of DSM’s systems such as Internal Control and ICT. The dividend proposal for the year 2006 was discussed. The committee acknowledged the receipt of the independence letter of the external auditor. To fill the vacancy arisen from Mr Feike Sijbesma’s appointment as chairman of the Managing Board replacing Mr Peter Elverding, the Annual General Meeting of Shareholders held on 28 March 2007 appointed Mr Stephan Tanda as a member of the Managing Board with effect from 1 May 2007 for a period of four years. The Supervisory Board approved the distribution of Managing Board responsibilities as from 1 May 2007 and the redistribution as from 1 January 2008. At the June Audit Committee meeting the 2007 audit plan for the external auditor was discussed and approved. The committee furthermore discussed the work of the Corporate Operational Audit department and approved its audit plan. The review of strategic and operational risks reported by the business groups was discussed. The system and status of the Letters of Representation issued by the managers directly reporting to the Managing Board were evaluated. The positive outcome of the review of the DSM Annual Report by the AFM, the Netherlands Authority for the Financial Markets, was reported. The main topics discussed during the meeting held in December were the potential provisions and impairments for 2007, findings from the interim audit performed by the external auditor, the basis upon which the Internal Control statement was to be based, the activities of the Corporate Operational Audit department, the 2007 status of the Whistleblower systems and the Corporate Risk Assessment for 2007. The composition of the Nomination & Remuneration Committee did not change in 2007. The committee, consisting of Messrs Cor Herkströter (chairman), Cees van Woudenberg and Ewald Kist, met five times in 2007. The committee made a recommendation concerning the remuneration of members of the Managing Board. This recommendation was adopted by the Supervisory Board. Information on the group’s remuneration policy is to be found on page 70 of this annual report. The Supervisory Board held five meetings in the presence of the Managing Board during the year under review. Each of these meetings was preceded by a Supervisory Board meeting without the Managing Board being present. The subjects discussed in these regular Supervisory Board meetings outside the presence of the Managing Board included the establishment and the outcome of the Managing Board bonus targets and the Managing Board overall remuneration package, all of which were prepared by the Nomination & Remuneration Committee. In addition to remuneration subjects, this part of the Supervisory Board meetings was used for pre-discussion of for instance corporate-governance issues. The Supervisory Board also devoted a separate meeting to its profile, composition and functioning. At the same meeting the Managing Board’s composition and performance and the performance of its individual members were also discussed. The meeting concluded that all members of the Supervisory Board were independent, as defined by the Dutch corporate-governance code, and that the competences of its individual members in aggregate were in line with the Board’s profile. The Supervisory Board meetings in 2007 were attended by virtually all of the Board’s members. Annual Report 2007 www.dsm.com 65 Book EN_v2.indb 65 Book EN_v2.indb 65 19-02-2008 12:51:48 19-02-2008 12:51:48 Report by the Supervisory Board The committee discussed the effectiveness and outcome of the remuneration policy. An assessment was made as to whether the remuneration policy was consistent with Vision 2010 . Proposals were formulated to the full Supervisory Board on the short-term incentive targets for 2007, the realization of the 2006 targets and the increase in the base salary of the Managing Board with effect from 1 July 2007. The committee also prepared a proposal to the Supervisory Board on various other remuneration aspects such as a change in the 2008 bonus-related financial targets and a revision of the Dutch labor-market peer group for 2008. Other issues covered in the proposal were a change in the base salary for the chairman with effect from 1 January 2008, as announced in the annual report for 2006 and an increase in the maximum percentage overachievement of the financial bonus targets. The Supervisory Board and the Managing Board discussed company matters on a regular basis during the year under review. One of the issues discussed was the succession planning for the Managing Board and the top executives within the company. The remuneration of the members of the Managing Board was also discussed. The financial results recorded by the various company units and developments at these units were discussed at every meeting. The Supervisory Board discussed and monitored various aspects concerning the progress of the implementation of the Vision 2010 – Building on Strengths strategy program adopted in 2005. The Board discussed the Annual Strategic Review. Furthermore, the Supervisory Board held in-depth discussions with the Managing Board on a strategic mid-term review of the Vision 2010 program. The Board approved the acceleration of the Vision 2010 program, that is, the acceleration of the shift to a specialty Life Sciences and Materials Sciences company, delivering faster growth, higher margins and improved earnings quality. More specifically the Board approved the related portfolio adjustments and the initiation of a disposal or partnering program for non-core businesses. The Annual Strategic Review as well as the review of the Vision 2010 program included an overview and an assessment by the Managing Board of the main risks to the company. The Supervisory Board also discussed the organizational alignment in relation to the acceleration of the Vision 2010 program. Furthermore the Supervisory Board discussed the outcome of the Corporate Risk Assessment for 2007. The Supervisory Board held discussions with the Managing Board on possible future acquisitions that would fit in with the strategy, one of the aims being to strengthen the Performance Materials and Nutrition clusters. The Supervisory Board approved the acquisition of cosmetic-active-ingredient specialist Pentapharm. The Supervisory Board discussed and approved a profit improvement program for DSM Nutritional Products and a partnering strategy (possibly with – partial – disposals) for the Anti-Infectives business combined with innovation initiatives and further restructuring measures to improve profitability. The Supervisory Board discussed and approved the Capital Expenditure and Financing and Guarantee Plan for 2007. The Supervisory Board agreed with proposals that were subsequently presented to the Annual General Meeting of Shareholders (March 2007) for amending the Articles of Association. The proposals related to the introduction of a loyalty dividend concept, offering a Dividend Re-Investment plan (DRIP) to the shareholders and the incorporation into the Articles of Association of the possibility of using electronic communication media in the decision-making process. The Supervisory Board was informed in detail about the – negative – decision of the Enterprise Chamber of the Amsterdam Court of Appeal on whether the shareholders were allowed to vote on the loyalty dividend proposal during the Annual General Meeting of Shareholders on 28 March 2007. In September 2007 the Solicitor General ( Advocaat-generaal ) at the Dutch Supreme Court lodged a request for cassation against the decision of the Enterprise Chamber. The Supreme Court overruled the Enterprise Chamber’s decision in its decision of 14 December 2007. The Supervisory Board approved an update of the Commercial Paper program involving cancellation of the existing USD 0.4 billion Commercial Paper program, an update of the existing €0.9 billion Commercial Paper program and an increase in the nominal amount of the Commercial Paper program to €1.5 billion. The Supervisory Board also approved an increase in the planned bond issue from €400 million to €750 million. Furthermore, the Board approved a second share buy-back program worth €750 million, to be executed in 2007 and 2008. The Supervisory Board approved the interim dividend to be paid for 2007. The Board approved the new formulation of the dividend policy: ’DSM aims to provide a stable and preferably rising dividend’. The Board also approved the announcement of the recommendation to the Annual General Meeting of Shareholders om 26 March 2008 of a dividend increase of 20% per ordinary share and the proposal made to the Annual Annual Report 2007 www.dsm.com 66 Book EN_v2.indb 66 Book EN_v2.indb 66 19-02-2008 12:51:49 19-02-2008 12:51:49 General Meeting of Shareholders regarding the final dividend to be paid out for 2007. NeoRad® NeoRad® UV-curing resins, both waterborne and 100% solids, combine eco-friendliness with low energy usage and low coating weights. UV curing coatings represent the world’s fastest growing innovative resin technology. NeoRad® offers the excellent wear resistance, stain resistance and mechanical properties required for industrial wood coatings, plastic coatings and the graphic arts industry. End applications include flexible resilient flooring (PVC and linoleum), parquet flooring, luxury packaging and furniture coatings. As in previous years, the Supervisory Board invited managers from a number of business groups and corporate staff departments to its meetings, to present relevant developments in their units in person. Discussions were held with the external auditor, Ernst & Young Accountants, about the financial report for 2007. The Report by the Managing Board and the financial statements for 2007 were submitted to the Supervisory Board by the Managing Board, in accordance with the provisions of Article 30 of the Articles of Association, and subsequently approved by the Supervisory Board in its meeting on 12 February 2008. The financial statements were audited by Ernst & Young Accountants, who issued an unqualified opinion (see page 147 of this report). The Supervisory Board concluded that the external auditor was independent of DSM. We submit the financial statements to the Annual General Meeting of Shareholders, and propose that the shareholders adopt them and discharge the Managing Board from all liability in respect of its managerial activities and the Supervisory Board from all liability in respect of its supervision of the Managing Board. The profit appropriation as approved by the Supervisory Board is presented on page 147 of this report. DSM succeeded in recording good results for 2007. In 2007 the company embarked on an acceleration of the shift to a Life Sciences and Materials Sciences company and set ambitious new growth targets. The Supervisory Board wishes to express its sincere appreciation for all the efforts made by the employees and the Managing Board. Heerlen, 12 February 2008 The Supervisory Board Cor Herkströter, chairman Henk Bodt, deputy chairman Pierre Hochuli Ewald Kist Claudio Sonder Tom de Swaan Cees van Woudenberg Annual Report 2007 www.dsm.com 67 Book EN_v2.indb 67 Book EN_v2.indb 67 19-02-2008 12:51:49 19-02-2008 12:51:49  Corporate organization Supervisory Board Cor Herkströter (1937, m), chairman. First appointed : 2000. End of current term: 2008. Position : retired; last position held: President of Koninklijke Nederlandsche Petroleum Maatschappij NV and chairman of the Committee of Managing Directors of Royal Dutch/Shell Group. Nationality : Dutch. Supervisory directorships and other positions held : chairman of the Social Advisory Council of the Tinbergen Institute, chairman of the Advisory Committee of Royal NIVRA, member of the Advisory Council of Robert Bosch, member of the Capital Market Committee (Netherlands Authority for the Financial Markets), Emeritus Professor of International Management at the University of Amsterdam. Henk Bodt (1938, m), deputy chairman. First appointed : 1996. End of current term: 2008. Position : retired; last position held: Executive Vice President of Royal Philips Electronics NV. Nationality : Dutch. Supervisory directorships and other positions held : member of the Supervisory Board of Neopost SA. Pierre Hochuli (1947, m) First appointed : 2005. End of current term: 2009. Position : retired; last position held: Chairman of the Board of Directors of Devgen NV. Nationality : Swiss. Supervisory directorships and other positions held : None. Ewald Kist (1944, m) First appointed : 2004. End of current term: 2008. Position : retired; last position held: chairman of the Managing Board of the ING Group. Nationality : Dutch. Supervisory directorships and other positions held : member of the Supervisory Boards of De Nederlandsche Bank NV, Royal Philips Electronics NV, Stage Entertainment and Moody’s Investor Services, member of the Board of Governors of the Peace Palace in The Hague (Netherlands) and of the Netherlands America Foundation. Claudio Sonder (1942, m) First appointed: 2005. End of current term: 2009. Position: retired; last position held: chairman of the Managing Board of Celanese. Nationality : Brazilian and German. Supervisory directorships and other positions held : member of the Supervisory Boards of Companhia Suzano de Papel e Celulose S.A., Lojas Renner S.A., RBS-Media Group, Cyrela Brazil Realty S.A., Hospital Albert Einstein and member of the Board of the Latin-America Association, Hamburg (Germany). Cees van Woudenberg (1948, m) First appointed : 1998. End of current term: 2010. Position : retired; last position held: member of the Executive Committee of Air France-KLM. Nationality : Dutch. Supervisory directorships and other positions held : member of the Supervisory Boards of Transavia CV, Royal Grolsch NV, Mercurius Group Wormerveer BV, Coöperatieve Bloemenveiling FloraHolland UA and Royal Boskalis Westminster NV, member of the management committee of the Confederation of Netherlands Industry and Employers (VNO-NCW); chairman of the Dutch employers’ association AWVN. Tom de Swaan (1946, m) First appointed : 2006. End of current term: 2010. Position : retired; last position held: member of the Managing Board and Chief Financial Officer / Chief Risk Officer ABN AMRO. Nationality : Dutch. Supervisory directorships and other positions held : non- executive director of the Board of GlaxoSmithKline Plc, member of the Board of Directors of Zurich Financial Services, member of the Supervisory Boards of Corporate Express NV, Royal Ahold NV and Van Lanschot Bankiers NV, Board member of Royal Concertgebouw Orchestra and member of the Supervisory Board of Netherlands Cancer Institute-Antoni van Leeuwenhoek Hospital. Annual Report 2007 www.dsm.com 68 Book EN_v2.indb 68 Book EN_v2.indb 68 19-02-2008 12:51:50 19-02-2008 12:51:50 Corporate organization Managing Board Feike Sijbesma (1959, m), chairman. Position : chairman of DSM’s Managing Board since May 2007; member of DSM’s Managing Board since July 2000. Nationality : Dutch. Supervisory directorships and other positions held : board member of Cefic (European Chemical Industry Council), board member of BIO (Biotechnology Industry Organization, United States), member of the Supervisory Board of Utrecht University (Netherlands) and the Supervisory Board of the Dutch Genomics Initiative, member of the Dutch Innovation Platform 2.0, member of the Advisory Boards of RSM Erasmus University and of EPC.NL. e-mail: feike.sijbesma@dsm.com member of EuropaBio (European Biotechnology Industries Association) and board member of SGCI (Swiss Chemical and Pharmaceutical Industry Association). e-mail: stephan.tanda@dsm.com Other corporate officers (as of 1 January 2008) Directors of business groups DSM Nutritional Products Leendert Staal (1953) DSM Nutritional Products Human Nutrition and Health DSM Nutritional Products Animal Nutrition and Health Mauricio Adade (1963) Antonio-Ruy Freire (1949) Jan Zuidam (1948, m), deputy chairman. Position : deputy chairman of DSM’s Managing Board since DSM Food Specialties Alexander Wessels (1964) DSM Pharmaceutical Products Bob Hartmayer (1952) January 2001; member of the Managing Board since January 1998. DSM Anti-Infectives DSM Resins Gerard de Reuver (1956) Ben van Kooten (1951) Nationality : Dutch. Supervisory directorships and other positions held : member of the Supervisory Board of Gamma Holding NV, chairman of the Dutch Chemical Industry Association (VNCI), chairman of the Supervisory Board of the ORBIS medicare group, member of the Netherlands Academy of Technology and Innovation, member of the Platform Beta / technology (Netherlands), member of the Board of Recommendation of Leaders for Nature, member of the Supervisory Board of the Bonnefanten Museum in Maastricht (Netherlands), member of the Advisory Board of SenterNovem. DSM Engineering Plastics Jos Goessens (1951) DSM Dyneema DSM Elastomers DSM Fibre Intermediates DSM Melamine DSM Agro DSM Energy Christophe Dardel (1960) Jan Paul de Vries (1958) Edward Sheu (1953) Anton Robek (1959) Renso Zwiers (1955) Frank Chouffoer (1951) e-mail: jan.zuidam@dsm.com Directors of corporate staff departments and services Rolf-Dieter Schwalb (1952, m), CFO. Position : member of DSM’s Managing Board and CFO since October 2006. Nationality : German. Supervisory directorships and other positions held: None. e-mail: rolf-dieter.schwalb@dsm.com Nico Gerardu (1951, m) Position : member of DSM’s Managing Board since April 2006. Nationality : Dutch. Supervisory directorships and other positions held : member of the Supervisory Board of Voestalpine Polynorm NV and chairman of the Supervisory Board of Holland Colours NV. e-mail: nicolaas.gerardu@dsm.com Stephan Tanda (1965, m) Position : member of DSM’s Managing Board since May 2007. Nationality : Austrian. Supervisory directorships and other positions held: board Corporate Secretariat Control & Accounting Human Resources Strategy & Acquisitions DSM Innovation Center Paul Fuchs (1946) Loek Radix (1956) Ben van Dijk (1951) Hein Schreuder (1951) Rob van Leen (1957) Communications Angelique Paulussen (1959) Marketing Legal Affairs Operational Audit Safety, Health, Environment & Manufacturing ICT Sourcing DSM Nederland DSM China Strategic Projects Vacancy - Pieter de Haan (1954) Roelof Mulder (1946) John Prooi (1946) Aloys Kregting (1967) Ton Trommelen (1950) Jos Schneiders (1951) Wei-Ming Jiang (1956) Hans van Suijdam (1950) Annual Report 2007 www.dsm.com 69 Book EN_v2.indb 69 Book EN_v2.indb 69 19-02-2008 12:51:51 19-02-2008 12:51:51  Remuneration policy regarding the Managing Board and the Supervisory Board This chapter comprises two parts. The first part outlines the remuneration policy as approved by the Annual General Meeting of Shareholders (6 April 2005). The second part contains details of the remuneration in 2007 and the changes expected in 2008. Remuneration policy The objective of DSM’s remuneration policy is to attract, motivate and retain the qualified and expert individuals that the company needs in order to achieve its strategic and operational objectives. • • • • DSM strives for a high performance in the field of sustainability and aims to maintain a good balance between economic gain, respect for people and concern for the environment in accordance with the Triple P concept (People, Planet, Profit). The remuneration policy reflects a balance between the interests of DSM’s main stakeholders as well as a balance between the company’s short-term and long-term strategy. In the light of the remuneration policy, the structure of the remuneration package for the Managing Board is designed to balance short-term operational performance with the long-term objective of creating sustainable value within the company, while taking account of the interests of all stakeholders. To ensure that highly skilled and qualified senior executives can be attracted and retained, DSM aims for a total remuneration level that is comparable to levels provided by other Dutch multinational companies that are similar to DSM in terms of size and complexity. For this purpose, external reference data are used. The remuneration policy for the members of the Managing Board is aligned with the remuneration of other senior executives of DSM. In designing and setting the levels of remuneration for the Managing Board, the Supervisory Board takes into account the relevant provisions of statutory requirements, corporate governance guidelines and other best practices applicable to DSM. Labor-market peer group In order to be able to recruit the right caliber of people for the Managing Board and to secure long-term retention of the current Board members, DSM has taken external reference data into account in determining adequate salary levels. For this purpose, a specific labor-market peer group has been defined which consists of Dutch companies that are headquartered in the Netherlands and are more or less comparable to DSM in terms of size, international scope and complexity of industrial operations. The labor-market peer group consists of the following ten companies: Aegon Akzo Nobel Getronics1 Heineken KPN Numico1 Nutreco Océ TNT Wolters Kluwer 1 Since they are no longer listed on the stock exchange, Getronics and Numico will be eliminated from the peer group and replaced by other companies. Professional independent remuneration experts (Towers Perrin, Amsterdam) have modified the raw data of the peer-group companies using a statistical empirical model, so as to make them comparable with a company the size of DSM, with the associated scope and responsibilities of the Managing Board. Peer-group data are updated on an annual basis. The peer group is verified by the Supervisory Board each year based on market circumstances (mergers, acquisitions) which determine the appropriateness of the composition of the labor-market peer group. DSM operates in a competitive international industry. Therefore, DSM will also closely monitor industry and company-specific international developments with respect to remuneration. Below, the various remuneration components are addressed separately. Base salary On joining the Board, the Managing Board members receive a base salary that is comparable with the median of the labor- market peer group. Every year base-salary levels are reviewed. Adjustment of the base salary is at the discretion of the Supervisory Board, which takes into account external and internal developments. Bonus Managing Board members can earn a bonus amounting to 60% of their annual base salary for on-target performance. Under the bonus plan, the part of the bonus that is related to financial targets amounts to 42% of base salary, which can increase to 63% in the case of an exceptionally good financial performance. The part of the bonus that is not related to financial targets amounts to 18% of the base salary and cannot increase beyond that. Targets are defined in the areas of the company’s strategic development and Triple P. Annual Report 2007 www.dsm.com 70 Book EN_v2.indb 70 Book EN_v2.indb 70 19-02-2008 12:51:51 19-02-2008 12:51:51 Remuneration Policy regarding the Managing Board and the Supervisory Board Remuneration policy Remuneration in 2007 and changes expected in 2008 Targets are determined each year by the Supervisory Board, based on historical performance, the operational and strategic outlook of the company in the short term and expectations of the company’s management and stakeholders, among other things. The targets contribute to the realization of the objective of long-term value creation. In determining the realization of the operating-profit target, a (partial) adjustment mechanism for sensitivity to the euro/dollar ratio will apply. The company does not disclose the actual targets, as they qualify as commercially sensitive information. Bonus part linked to financial targets Besides the CFROI, the part of the bonus that is linked to financial targets includes elements related to operational performance, being operating profit (EBIT) and net cash, reflecting short-term financial results. The weighting given to the individual financial elements in the bonus is as follows: CFROI 21%, operating profit 12% and net cash 9% of annual base salary for on-target performance. On-target pay-out (% of base salary) Maximum pay-out (% of base salary) Targets Financial targets: - CFROI - Operating profit - Net cash 21.0 12.0 9.0 31.5 18.0 13.5 Stock incentives The Managing Board members are eligible to performance- related stock options and shares. Both stock options and performance shares operate on the basis of the same performance schedule. Non-financial targets 18.0 18.0 Total 60.0 81.0 CFROI The definition of CFROI has been established in such a way that the realization of the CFROI target can be derived from the financial information in the annual report. The definition is as follows1 . Recurring EBITDA - Related annual tax - Economic depreciation (1%) _____________________________________________________ Gross asset base (incl. working capital) CFROI focuses on value realization and creation compared with the weighted average cost of capital (WACC) established for DSM. Operational performance There are two financial-target-related bonus elements that allow for a focus on short-term operational targets: operating profit and net cash. These can be derived from the financial statements and are defined as follows: • • Operating profit: EBIT before exceptional items Net cash: cash provided by operating activities The vesting of stock options and performance shares is conditional on the achievement after three years of previously determined target levels of total shareholder return (TSR) compared to the peer group. The chairman will receive 10,000 performance shares and 37,500 performance options; the members of the Board will receive 8,000 performance shares and 30,000 performance options. Exercise price The stock options and shares are granted on the first ‘ex-dividend’ day following the Annual General Meeting of Shareholders at which DSM’s financial statements are adopted. The exercise price of the stock incentives is equal to the opening price of the share on the date of grant at Euronext Amsterdam. TSR as a performance measure DSM’s TSR performance is compared to the average TSR performance of a set of pre-defined peer companies. The TSR peer group for 2007 consists of the following companies: 1 Recurring EBITDA is defined as EBIT excluding exceptional items plus depreciation and amortization as reported in the income statement. Related annual tax is defined as effective tax expense from continuing operations before exceptional items as reported in the income statement. Economic depreciation is defined as a 1% charge on the historical cost of intangible assets and property, plant and equipment as reported in the balance sheet. The 1% charge represents the fund to be formed to replace the average asset mix after its economic lifetime ends. Gross asset base is defined as the historical cost value of intangible assets and property, plant and equipment plus average annualized working capital. Working capital is defined as inventories plus receivables minus other current liabilities as reported in the balance sheet. Akzo Nobel BASF Ciba Clariant Danisco EMS Chemie Holding ICI2 Lanxess Lonza Group Novozymes Rhodia Solvay 2 ICI will be eliminated from the peer group because the company is no longer listed. Annual Report 2007 www.dsm.com 71 Book EN_v2.indb 71 Book EN_v2.indb 71 19-02-2008 12:51:51 19-02-2008 12:51:51 Remuneration policy regarding the Managing Board and the Supervisory Board The peer group used for benchmarking total-shareholder- return performance reflects the relevant market in which DSM competes for shareholder preference . It includes sector- specific competitors that the Supervisory Board considers to be suitable benchmarks for DSM. The peer group is verified by the Supervisory Board each year based on market circumstances (mergers, acquisitions) that determine the appropriateness of the composition of the performance peer group. Depending on DSM’s performance compared to the peer group a certain number of options will become exercisable and a certain number of shares will be unconditionally awarded. The stock options can be kept for a maximum of eight years (including the three-year vesting period) while the shares shall be retained by the members of the Managing Board for a period of at least five years (after the three-year vesting period) or at least until termination of employment if this period is shorter. The final performance of DSM versus its peers will be determined and validated by a bank and audited by the external auditor at the end of the performance period. Performance incentive zone The number of options and shares that become unconditional after three years is determined on the basis of DSM’s performance relative to the average TSR performance of the peer group. The difference between DSM’s performance and the peer group’s performance (in percentage points) determines the vesting. The following table gives an overview of the vesting conditions. DSM performance minus peer-group performance in % points Percentage of performance-related stock options that become exercisable and percentage of shares awarded Employment contracts Term of employment The employment contracts of the members of the Managing Board appointed before 1 January 2005 have been entered into for an indefinite period of time. Newly appointed members of the Managing Board are also offered an employment contract for an indefinite period of time. The employment contract ends on the date of retirement or by notice of either party. Term of appointment Members of the Managing Board appointed before 1 January 2005 have been appointed for an indefinite period of time. New members of the Managing Board (appointed after 1 January 2005) will be appointed for a period of four years as Board Member. Newly appointed members are subject to reappointment by the shareholders after a period of four years. Notice period Termination of employment by a member of the Managing Board is subject to three months’ notice. A notice period of six months will for legal reasons be applicable in the case of termination by the company. Severance arrangement There are no specific contractual exit arrangements for the members of the Managing Board appointed before 1 January 2005. Should a situation arise in which a severance payment is appropriate for these Board members, the Nomination & Remuneration Committee will recommend the terms and conditions. The Supervisory Board will decide upon this, taking into account usual practices for these types of situations, as well as applicable laws and corporate- governance requirements. ≥ 20 > 10 and < 20 > (10) and < 10 (target) > (20) and < (10) ≤ (20) 100 75 50 25 0 The employment contracts of newly appointed members of the Managing Board (appointed after 1 January 2005) include an exit-arrangement provision which is in accordance with best- practice provision II.2.7 of the Dutch corporate-governance code (that is, a sum equivalent to the fixed annual salary, or if this is manifestly unreasonable in the case of dismissal during the first term of office, two times the fixed annual salary). Pensions The members of the Managing Board are participants in the Dutch pension fund Stichting Pensioenfonds DSM Nederland (PDN). PDN operates similar pension plans for various DSM companies. The pension provision of the Managing Board is equal to the pension provision for the employees of DSM Limburg BV and DSM Executive Services BV employed in the Limburg area. Annual Report 2007 www.dsm.com 72 Book EN_v2.indb 72 Book EN_v2.indb 72 19-02-2008 12:51:52 19-02-2008 12:51:52 Remuneration Policy regarding the Managing Board and the Supervisory Board Remuneration policy Remuneration in 2007 and changes expected in 2008 Remuneration in 2007 and changes expected in 2008 Remuneration of Managing Board in 2007 The remuneration package for the Managing Board is subject to annual review. The market competitiveness of the remuneration package of the Managing Board for 2007 was reviewed, based on the Dutch labor-market peer group. The data reflect the July 2007 remuneration levels. On-target bonuses and stock-incentive grants are expressed as a percentage of base salary. The remuneration data are regressed to reflect the size and scope of DSM. Stock-incentive valuations are based on the Black-Scholes method. Furthermore, data are presented as median actual levels. Benchmark against Dutch labor-market peer group 2007 Managing Board Chairman DSM Peer-group (1 July 2007) median Base salary On-target bonus Total cash on target €676,000 €745,000 60% 100% €1,081,600 €1,490,000 Annualized stock incentive value 30% 120% Total direct compensation €1,284,400 €2,384,000 Other Board members DSM Peer-group (1 July 2007) median External and internal circumstances justified a general increase in the base salary of the Managing Board of 2.5% as of 1 July 2007 to cope with inflation and labor-market developments. Bonus for 2007 Bonus targets are revised annually so as to ensure that they are stretching but realistic. Considerations regarding the performance targets are influenced by the operational and strategic course taken by the company and are directly linked to the company’s ambitions. The targets are determined at the beginning of the year for each Board member. Target bonus level and pay-out When they achieve all their targets, Managing Board members receive a bonus of 60% of their annual base salary. Outstanding financial performance can increase the bonus level to 81% of the annual base salary. The 2007 annual report presents the bonuses that have been earned on the basis of results achieved in 2007. These bonuses will be paid out in 2008. The Supervisory Board has established the extent to which the targets for 2007 were achieved. The realization of the 2007 financial bonus targets has been reviewed by Ernst & Young Accountants. Furthermore, Ernst & Young has reviewed the process with respect to the target setting and realization of the non-financial bonus targets. The targets relating to the group’s financial performance were all met and partially even exceeded. The other, non-financial targets were also fully realized. The average realization percentage (annualized) was 65%. Base salary On-target bonus Total cash on target €494,000 €500,000 60% 70% See page 74 for tabular overviews on the actual bonus pay-out per individual Board member in 2007. €790,400 €850,000 Stock options and performance shares in 2007 Stock incentives granted in 2007 In 2007 performance-related stock options and performance shares were granted to the Managing Board on 30 March 2007 at an exercise price of €33.60. The following table shows the number of stock incentives granted to the individual Board members: Annualized stock incentive value 41% 110% Total direct compensation €992,940 €1,400,000 Base salary in 2007 The Supervisory Board reviewed whether circumstances justified an adjustment of the base-salary levels. Based on the benchmark against the peer group, it was concluded that the base salary for the chairman was well below the median whilst the salaries of the other members of the Managing Board were around the median level. DSM’s policy is to offer the Managing Board a base salary comparable with the median of the Dutch labor-market peer group. As stated in the annual report 2006, it is the intention to close the gap with the median of the benchmark by 2008, see page 75. Annual Report 2007 www.dsm.com 73 Book EN_v2.indb 73 Book EN_v2.indb 73 19-02-2008 12:51:52 19-02-2008 12:51:52 Remuneration policy regarding the Managing Board and the Supervisory Board Number of stock incentives granted Stock options Performance shares pension cost and the changed composition of the Managing Board. Peter Elverding Jan Zuidam Feike Sijbesma Nico Gerardu Rolf-Dieter Schwalb Stephan Tanda 37,500 30,000 30,000 30,000 30,000 30,000 Overview of remuneration awarded to the Managing Board in 2007 The tables below show the remuneration awarded to the Managing Board in 2007. 10,000 8,000 8,000 8,000 8,000 Fixed annual salary 8,000 in € 1 July 2007 1 July 2006 Peter Elverding (until 1 May 2007) Jan Zuidam Feike Sijbesma (chairman since 1 May 2007) Nico Gerardu Rolf-Dieter Schwalb Stephan Tanda (as from 1 May 2007) Bonus in € Peter Elverding (until 1 May 2007) Jan Zuidam Feike Sijbesma Nico Gerardu Rolf-Dieter Schwalb Stephan Tanda (as from 1 May 2007) na 494,000 676,000 494,000 494,000 494,000 660,000 482,000 482,000 482,000 na na 2007 2 2006 1 143,200 3 317,200 395,633 317,200 317,200 319,235 233,240 233,240 175,665 59,286 3 212,767 3 na 1 Bonus paid in 2007 based on results achieved in 2006. 2 Based on results achieved in 2007 and therefore payable in 2008. 3 Pro-rated bonus Pensions in 2007 The members of the Managing Board are participants in the Dutch pension fund Stichting Pensioenfonds DSM Nederland (PDN). The pension scheme (revised as of 1 January 2006) comprises the following elements: • • • • • Retirement age 65 years (early retirement possible only by actuarial reduction of pension rights). The scheme includes a spouse pension as well as a disability pension. Annual accrual of pension rights (old-age pension) over base salary exceeding €11,872 (reviewed annually) at a rate of 2%. Employee’s contribution of 2.5% of base salary up to €52,608 and 6.5% of pensionable salary above this amount (to be reviewed annually). Conditional defined benefit: indexation of pensions and pension rights, conditional depending on PDN’s financial returns. Members of the Managing Board born before 1 January 1950 (Jan Zuidam) continue to participate in the old pension plan. Other Board members participate in the revised PDN pension plan (due to changed legislation on pre-pensions). For Mr Sijbesma a transitional arrangement is applicable. Loans The company does not provide any loans to members of the Managing Board. There are therefore no loans outstanding. Purchasing shares As announced in the press release on the third quarter results of 2007, members of the Managing Board have decided to purchase more shares in the company to emphasize their confidence in the strategy. Shares purchased are private transactions with private money. Total remuneration The total remuneration (including pension costs relating to current and former Board members) of the Managing Board amounted to €3.8 million in 2007 (2006: €4.3 million). The decrease of €0.5 million was mainly due to a discount on Annual Report 2007 www.dsm.com 74 Book EN_v2.indb 74 Book EN_v2.indb 74 19-02-2008 12:51:53 19-02-2008 12:51:53 Remuneration Policy regarding the Managing Board and the Supervisory Board Remuneration policy Remuneration in 2007 and changes expected in 2008 Pension costs (employer) Accrued pension as of age 65 in € Annual fixed fee Committee fee Total Supervisory Board remuneration in 2007 Pensions in € Peter Elverding (until 1 May 2007) Jan Zuidam Feike Sijbesma Nico Gerardu Rolf-Dieter Schwalb Stephan Tanda (as from 1 May 2007) - - - - - - 2007 1 2006 31 Dec. 2007 31 Dec. 2006 111,379 - 323,573 81,968 256,509 240,446 91,248 167,562 153,897 1 Discount on employer contribution. 2 Including additional accrual (one-off) for compensation of loss of pension from previous employer. Remuneration package of Supervisory Board in 2007 The remuneration package of the Supervisory Board comprises an annual fixed fee and an annual committee-membership fee. The fixed fee for the Chairman of the Supervisory Board is €50,000. The members of the Supervisory Board each receive a fixed fee of €35,000. Committee membership is awarded €5,000 per member and €7,500 for the Chairman. Cor Herkströter, chairman Henk Bodt, deputy chairman Okko Müller (until 28 March 2007) Pierre Hochuli Claudio Sonder Tom de Swaan 50,000 8,750 58,750 35,000 7,500 42,500 8,750 35,000 35,000 35,000 35,000 35,000 1,250 5,000 5,000 10,000 40,000 40,000 - 35,000 3,750 5,000 38,750 40,000 Total 268,750 36,250 305,000 Changes expected in 2008 To close the gap with the median of the benchmark (Dutch labor-market peer group), an extra 10% increase in the base salary of the Managing Board chairman has taken place on 1 January 2008. 49,493 261,615 148,575 Cees van Woudenberg 17,990 11,755 2,352 Ewald Kist na 28,208 2 na In accordance with good corporate governance, the remuneration of the Supervisory Board is not dependent on the results of the company. This implies that neither stock options nor shares are granted to Supervisory Board members by way of remuneration. The Supervisory Board will review in the second quarter of 2008 whether circumstances justify adjustment of the base- salary levels of the Managing Board with effect from 1 July 2008 to compensate for inflation and to reflect market developments. This review will among other things be based on the labor- market peer group. If any shareholdings in DSM are held by Supervisory Board members, they serve as a long-term investment in the company. At year-end 2007 the members of the Supervisory Board together held 6,084 shares in Royal DSM NV. Since Numico and Getronics are no longer listed, they will be eliminated from the Dutch labor-market peer group and need to be replaced. The company does not provide any loans to its Supervisory Board members. Rules have been adopted governing ownership of and reporting on transactions in securities (other than securities issued by DSM) by Supervisory Board members. The following table gives an overview of the remuneration paid to the Supervisory Board in 2007. Recent changes in the AEX/AMX index will limit DSM’s options to compose a specific Dutch labor-market peer group based on the AEX/AMX only. Moreover, Eumedion (a platform of institutional investors) has issued guidelines to the effect that a labor-market peer group should consist of at least 12 companies. It is to be expected that corporate-governance- regulating bodies wil adopt this guideline. As a consequence, the Supervisory Board has requested independent remuneration experts to propose an alternative labor-market peer group.The proposed peer group will consist of Dutch listed companies that are more or less comparable to DSM in terms of size and complexity and some industry- specific European specialty-chemicals companies. The following peer group is being proposed, subject to approval of the Annual General Meeting of Shareholders: Annual Report 2007 www.dsm.com 75 Book EN_v2.indb 75 Book EN_v2.indb 75 19-02-2008 12:51:53 19-02-2008 12:51:53 Remuneration policy regarding the Managing Board and the Supervisory Board Aegon Akzo Nobel Ciba Clariant Heineken KPN Nutreco Océ Rhodia Solvay TNT Wolters Kluwer In December 2007 the Supervisory Board reviewed the financial targets of the short-term incentive scheme for the Managing Board. A proposal will be submitted to the 2008 Annual General Meeting of Shareholders to modify the short- term incentive scheme for the Managing Board. The proposal consists of the following elements. • • • Replacement of CFROI as financial target by net-sales growth (organic) to reduce overlaps and correlation between financial targets. Moreover net-sales growth as a target fits in with the organic sales growth target of > 5% on average per year as part of the accelerated Vision 2010 strategy. An increase in the percentage bonus for overachievement of financial targets from 150% to 200% of the base bonus to close the gap with the median of the market for total cash compensation. Abolition of the adjustment mechanism for the euro/dollar ratio. Financial targets within the bonus scheme account for a bonus amounting to 42% of base salary (84% for outstanding financial performance) and relate to: • • • operating profit (EBIT) net cash net-sales growth (organic) 21% 12% 9% (42%) (24%) (18%) The bonus part related to non-financial targets amounts to 18% of the base salary and cannot increase beyond that. No change is being proposed with respect to non-financial targets. In 2008 a proposal will be prepared to further align the remuneration of the Managing Board and other executives with the long-term strategy of the company by making the Long- Term Incentive (LTI) a more important element of the total remuneration package than the Short-Term Incentive (STI). Annual Report 2007 www.dsm.com 76 Book EN_v2.indb 76 Book EN_v2.indb 76 19-02-2008 12:51:54 19-02-2008 12:51:54  Corporate governance, risk management and internal control In the 2004 annual report, an extensive account was given of the way in which DSM conducts its governance, risk management and control. In this section, the main elements are reported, the overall governance framework is described, and the risk management and control system is explained (see www.dsm.com, Governance section). 8 Organization Royal DSM N.V. is a public limited company with a Managing Board and an independent Supervisory Board. The Managing Board is responsible for the company’s strategy, its portfolio policy, the deployment of human and capital resources and the company’s financial performance as based on these factors. The Supervisory Board supervises the policy pursued by the Managing Board, the Managing Board’s performance of its managerial duties and the company’s general state, taking account of the interests of all the company’s stakeholders. The annual financial statements are approved by the Supervisory Board and then submitted for adoption to the Annual General Meeting of Shareholders, accompanied by an explanation by the Supervisory Board of how it carried out its supervisory duties during the year concerned. Members of the Managing Board and the Supervisory Board are appointed (and, if necessary, dismissed) by the General Meeting of Shareholders. DSM fully informs its stakeholders about its corporate objectives, the way the company is managed and the company’s performance. Its aim in doing so is to pursue an open dialog with its shareholders and other stakeholders. DSM has a decentralized organizational structure built around business groups that are empowered to carry out all short-term and long-term business functions. This structure ensures a flexible, efficient and fast response to market changes. At the corporate level, DSM has a number of staff departments to support the Managing Board and the business groups. Intra- group product supplies and the services of a number of shared service departments and research departments are contracted by the business groups at market prices. The company is governed by its Articles of Association, which can be consulted at the DSM website 8. A decision to amend the Articles of Association may only be taken at the proposal of the Managing Board, subject to the approval of the Supervisory Board. The General Meeting of Shareholders decides on an amendment to the Articles of Association by an absolute majority of the votes cast. Dutch corporate governance code DSM supports the Dutch corporate governance code (Tabaksblat Code) and applies all but one of its 113 Best Practices. The only exception is Best Practice III.5.11, which stipulates that the remuneration committee shall not be chaired by the chairman of the Supervisory Board. This exception was discussed in the Annual General Meeting of Shareholders in 2005, where it met with no objections. With respect to Best Practice provision II.1.7 it is to be reported that in the course of 2007 Mr Nico Gerardu, member of the Managing Board, assumed the duties of chairman of the Supervisory Board of a listed company (see page 69). This is a temporary arrangement pending the appointment of a successor as chairman of the Supervisory Board of this listed company. With respect to the appointment of members of the Managing Board for a period of at most four years (Best Practice II.1.1) it should be noted that DSM has adhered to this Best Practice since the introduction of the corporate governance code in 2004. Since DSM respects agreements made before the introduction of said code two members of the Managing Board will remain appointed for an indefinite period. All documents related to the implementation at DSM of the Dutch corporate governance code can be found at the corporate website (www.dsm.com). 8 Governance framework DSM’s business-steering model remained unchanged in 2007, after having been adapted to the Vision 2010 strategy in 2006. The business groups are the main building blocks of the organization; they have integral long-term and short-term business responsibility and have at their disposal all functions that are crucial to their business success. In order to facilitate selective leveraging of expertise and implementation capabilities in the approach to markets, products and technologies, business groups with the most important commonalities in these areas are grouped into clusters. The business groups within a specific cluster report to one member of the Managing Board. This Board member has the responsibility of managing synergy within the cluster. In order to ensure sufficient independence with regard to financial management, the Chief Financial Officer has no business groups reporting to him. In 2007, a management framework for the corporate level was created, providing a description of the relations between the Annual Report 2007 www.dsm.com 77 Book EN_v2.indb 77 Book EN_v2.indb 77 19-02-2008 12:51:54 19-02-2008 12:51:54  Corporate governance, risk management and internal control main building blocks mentioned above and geographical and functional management. It also describes the most important (decision) processes, responsibilities and ’rules of the game’ at the Managing Board and corporate staff levels and includes the governance relations with the next-higher levels (Supervisory Board / shareholders) and the operational units. The framework reinforces governance by pulling together information that was previously available in a fragmented form. One of the outcomes of the Vision 2010 mid-term review was the decision to accelerate growth in life sciences and materials sciences and divest other activities. This move is reflected in the change – as of 1 January 2008 – from four clusters (Nutrition, Pharma, Performance Materials and Industrial Chemicals) to five (Nutrition, Pharma, Performance Materials, Polymer Intermediates and Base Chemicals and Materials). The activities in the latter cluster will be carved out in order to facilitate their disposal. • As stated before, there were no major changes to DSM’s overall governance framework in 2007. The figure below depicts this framework and the most important governance elements and regulations at each level. Shareholders Articles of Association Framework for the corporate level. This implies amongst other things that they adhere to the DSM Values and applicable corporate policies and requirements, and set the company’s strategic direction and objectives in the Corporate Strategy Dialogue (CSD). The framework further defines the roles of clusters, corporate staff departments, shared-competence business-support functions, the China Governance function, the DSM Innovation Center and the charters of several Boards. Together they define the basic organizational structure and the division of responsibilities between the Managing Board, these corporate and central functions and the business groups and clusters. In addition, they maintain the Management Framework for the operational units. The operational units conduct their business within the parameters of this Management Framework. This implies amongst other things that the operational units establish the strategy and objectives of their business according to the Business Strategy Dialogue (BSD), in which process various scenarios and related risk profiles are investigated. The framework further stipulates that the strategy implementation must take place in line with corporate policies and multi-year plans in several functional areas and in compliance with the Corporate Requirements. Whenever a special situation calls for it, the Corporate Requirements are extended to include so-called Management Directives (for example a travel ban for security reasons). Supervisory Board (cid:114)(cid:1)(cid:1)(cid:51)(cid:70)(cid:72)(cid:86)(cid:77)(cid:66)(cid:85)(cid:74)(cid:80)(cid:79)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:52)(cid:86)(cid:81)(cid:70)(cid:83)(cid:87)(cid:74)(cid:84)(cid:80)(cid:83)(cid:90)(cid:1)(cid:35)(cid:80)(cid:66)(cid:83)(cid:69) (cid:114)(cid:1)(cid:36)(cid:73)(cid:66)(cid:83)(cid:85)(cid:70)(cid:83)(cid:1)(cid:80)(cid:71)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:34)(cid:86)(cid:69)(cid:74)(cid:85)(cid:1)(cid:36)(cid:80)(cid:78)(cid:78)(cid:74)(cid:85)(cid:85)(cid:70)(cid:70) (cid:114)(cid:1)(cid:36)(cid:73)(cid:66)(cid:83)(cid:85)(cid:70)(cid:83)(cid:1)(cid:80)(cid:71)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:47)(cid:80)(cid:78)(cid:74)(cid:79)(cid:66)(cid:85)(cid:74)(cid:80)(cid:79)(cid:1)(cid:66)(cid:79)(cid:69)(cid:1) (cid:1) (cid:51)(cid:70)(cid:78)(cid:86)(cid:79)(cid:70)(cid:83)(cid:66)(cid:85)(cid:74)(cid:80)(cid:79)(cid:1)(cid:36)(cid:80)(cid:78)(cid:78)(cid:74)(cid:85)(cid:85)(cid:70)(cid:70) Managing Board / Corporate Operational units (cid:114)(cid:1)(cid:1)(cid:51)(cid:70)(cid:72)(cid:86)(cid:77)(cid:66)(cid:85)(cid:74)(cid:80)(cid:79)(cid:84)(cid:1)(cid:80)(cid:71)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:46)(cid:66)(cid:79)(cid:66)(cid:72)(cid:74)(cid:79)(cid:72)(cid:1)(cid:35)(cid:80)(cid:66)(cid:83)(cid:69) (cid:114)(cid:1)(cid:46)(cid:66)(cid:79)(cid:66)(cid:72)(cid:70)(cid:78)(cid:70)(cid:79)(cid:85)(cid:1)(cid:39)(cid:83)(cid:66)(cid:78)(cid:70)(cid:88)(cid:80)(cid:83)(cid:76)(cid:1)(cid:71)(cid:80)(cid:83)(cid:1)(cid:85)(cid:73)(cid:70)(cid:1)(cid:68)(cid:80)(cid:83)(cid:81)(cid:80)(cid:83)(cid:66)(cid:85)(cid:70)(cid:1)(cid:77)(cid:70)(cid:87)(cid:70)(cid:77) (cid:46)(cid:66)(cid:79)(cid:66)(cid:72)(cid:70)(cid:78)(cid:70)(cid:79)(cid:85)(cid:1)(cid:39)(cid:83)(cid:66)(cid:78)(cid:70)(cid:88)(cid:80)(cid:83)(cid:76)(cid:1)(cid:71)(cid:80)(cid:83)(cid:1)(cid:80)(cid:81)(cid:70)(cid:83)(cid:66)(cid:85)(cid:74)(cid:80)(cid:79)(cid:66)(cid:77)(cid:1)(cid:86)(cid:79)(cid:74)(cid:85)(cid:84) Compliance with the Corporate Requirements and the effectiveness of the risk-management and internal-control system are monitored by the entities themselves and discussed regularly between the Managing Board and the operational units. On average once every three years, the units are also audited by Corporate Operational Audit (COA). The director of the COA department reports to the chairman of the Managing Board and has the authority to consult with the chairman of the Audit Committee. Furthermore, the director of COA acts as the compliance officer with regard to inside information and is the chairman of the DSM Alert Committee, which implements the Whistleblower Policy. Note: all internal regulations apply in addition to applicable national and international laws and regulations. In cases where internal regulations are incompatible with national or international laws and regulations, the latter prevail. Risk-management system For the sake of clarity, a short summary of the main aspects of the framework at Managing Board / corporate level and operational level is given here: • • The Managing Board adheres to the Regulations of the Managing Board. In addition, the Managing Board and corporate staff departments / services work according to the Management The DSM risk-management system is based on the COSO- ERM Framework. It aims to achieve maximum integration of the risk-management process in the normal business processes. It also provides for controls for those risks that commonly occur in the company. For a large part, these controls have been ’built into’ the standard business processes and tools have been developed to support their implementation and to monitor their effectiveness in operation. One of these tools is the system of Annual Report 2007 www.dsm.com 78 Book EN_v2.indb 78 Book EN_v2.indb 78 19-02-2008 12:51:54 19-02-2008 12:51:54 Corporate governance, risk management and internal control Organization Dutch corporate governance code Governance framework Risk management system Financial policy Risks letters of representation by top managers to report to the Managing Board the degree of compliance and effectiveness of risk management and internal controls. In this way, a high level of internal control can be achieved efficiently. In 2007 the system was further enhanced and adapted to the Vision 2010 developments. I mprovements include the introduction of better tools to check the occurrence of segregation-of-duty issues. An important element of DSM´s financial strategy is the allocation of cash flow. DSM primarily allocates cash flow to investments aimed at strengthening its business positions and to dividend payments to its shareholders. The cash flow is further used for strengthening the Life Sciences and Materials Sciences businesses by means of selective acquisitions. As the occasion arises, the company may choose to buy back shares, if excess cash is available in the context of a medium-term analysis of primary cash-flow-allocation requirements and a sustained solid single-A rating. Practices and training programs were developed to support the operational units in embedding risk management in their daily operations while preventing this from becoming a bureaucratic ’tick the box’ affair. The practices focus on behavior and principles and connect with business process optimization actions. They were successfully piloted in a number of business groups and corporate training programs. Much attention was given to the accessibility of the system, which is provided via the Corporate Risk Management intranet site. Part of the system is an improved Business Portal that can be used by business groups as a management-information system (including risk management). A full description of the latest version of the DSM risk- management system can be found on the DSM Internet site. 8 For 2008, the focus will be on ’closing the risk control loop’, that is, on monitoring the effectiveness of the risk responses and controls as well as on actions and system improvements to increase this effectiveness. These actions and system improvements will go hand in hand with business-process- optimization actions. Financial policy As a basis for and contribution to effective risk management and to ensure that the company will be able to pursue its strategies even during periods of economic downturn, DSM retains a strong balance sheet and limits its financial risks. One of the key targets of Vision 2010 is to achieve a cash-flow return on investment (CFROI, see definition on page 71) which exceeds the weighted average cost of capital (WACC) by at least 100 basis points. DSM further aims for a net debt which is between 30 and 40% of equity plus net debt and an operating profit before amortization and depreciation (EBITDA) which is at least 8.5 times the balance of financial income and expense. This underlines the company’s aim of maintaining its single-A long-term credit rating. DSM’s dividend policy is outlined on page 38 of this report. In order to avoid dilution of earnings per share as a result of the exercise of management and employee options, DSM buys back shares so far as this is desirable and feasible. An important acquisition criterion is that the business concerned should be compatible with DSM in terms of technological and/or market competencies. Acquired companies are in principle required to contribute to DSM’s cash earnings per share from the very beginning and to meet the company’s profitability and growth requirements. In some cases, for instance in the case of small innovative growth acquisitions, this requirement may not be appropriate and will therefore not be applied. DSM’s policy in the various sub-disciplines of the finance function is strongly oriented towards solidity, reliability and optimum protection of cash flows. The finance function plays an important role in business steering. The accounting-and-control function is responsible for transaction accounting, financial reporting and making assessments and providing advice regarding business processes geared to the company’s financial targets. The main policy aim in this function is to obtain and make available reliable financial information that is adequate for business- steering purposes and meets statutory and other governance requirements. The treasury function’s tasks include financing the group and its units, managing the cash held by the company and managing currency risks and interest-rate risks. To ensure that its policy in these fields is properly implemented and produces the best possible results, DSM has a set of stringent internal regulations, procedures, organizational measures and market-related benchmarks in place. DSM’s treasury policy is mainly geared to managing the financial risks to which the group and its units are exposed and to optimizing the balance of financial income and expense. Annual Report 2007 www.dsm.com 79 Book EN_v2.indb 79 Book EN_v2.indb 79 19-02-2008 12:51:55 19-02-2008 12:51:55  Corporate governance, risk management and internal control The tax function is responsible for the management of the company’s position with regard to taxes and import, export and excise duties. As part of this task, it handles the main tax returns and reviews acquisitions, disposals and liquidations of business components and/or joint ventures, as well as restructuring programs and reorganizations. It also examines the tax consequences of cross-border activities between business components such as transfer pricing, cross-border activities that lead to some permanent form of foreign establishment, and changes in the shareholdings in legal entities. DSM’s tax policy is aimed at realizing an optimal position in the field of taxes and import, export and excise duties, and at maintaining such a position for the long term. The investor-relations function’s primary task is to maintain contacts with current and potential shareholders of DSM and with analysts who advise shareholders. The objective of this function is to provide quality information to investors and analysts about developments at DSM, ensuring that relevant information is equally and simultaneously provided and accessible to all interested parties. The insurance function has the task of achieving a proper balance between self-financing hazardous risks or having these risks transferred to external insurers, based on the relative costs involved. The underlying premise is the company’s risk- management philosophy, which is that group-wide risk awareness will ultimately lead to a proper insight into the risks that a company such as DSM may be confronted with, and to the control, prevention and mitigation of such risks. An insurance policy is therefore viewed as a last-resort instrument for the management of these risks. The choice as to whether or not to obtain external insurance coverage also depends on the scope of the risk exposure in relation to the financial parameters that are relevant for a listed company. Such parameters determine the amount of risk that the company is willing to bear itself. All DSM units have to report their results periodically and comply with Corporate Requirements in the field of finance and economics. Compliance with the requirements for accounting and reporting is confirmed by means of a quarterly written statement signed by management. During the drafting of the annual report, the report is first discussed by the Managing Board with the Supervisory Board’s Audit Committee and the external auditor, and subsequently with the full Supervisory Board. Quarterly financial reports are discussed by the Managing Board with the Audit Committee and the external auditor. The company uses a release calendar for financial results. Risks The top risks that are considered to have the largest potential influence on the company’s success in achieving its strategic and operational objectives are mentioned in the following list, where they are indicated with an asterisk. The list also gives an overview of other risks that have been identified as potentially important. A description of the nature of all risks is given on the DSM website. Furthermore, information on financial risks is provided in the financial statements on page 123 . Generic risks • Macro-economic trends • General market developments • Low-cost competition* • Political risks • Currency risks* and interest risks • Risks of derivatives used for hedging purposes Strategic risks • Acquisitions, disposals and joint ventures* • Innovation (new markets, products and technologies)* • Ability to attract and retain people* • Organizational and cultural risks* Specific risks • Corporate-reputation risks • Customer risks • Production-process risks • Raw material / energy price and availability risks* • Product-liability risks • Non-insurable risks • ICT risks • Intellectual Property protection risks* • Project risks • Financial risks • Pension risks • Control failures See www.dsm.com, Governance section . 8 For the management of all risks mentioned, strategies, controls and/or mitigating measures have been put in place as part of our risk-management practices. These nevertheless involve uncertainties that may lead to the actual results differing from those projected. There may also be risks that the company has not yet fully assessed and that are currently qualified as ‘minor’ but that could have a material impact on the company’s performance at a later stage. The company’s risk-management and internal-control system has been designed to identify and respond to these developments on time, but 100% assurance can never be achieved, of course. Annual Report 2007 www.dsm.com 80 Book EN_v2.indb 80 Book EN_v2.indb 80 19-02-2008 12:51:55 19-02-2008 12:51:55  Information about the DSM share Shares and listings Ordinary shares in Royal DSM N.V. are listed in NL 00983 on the Euronext stock exchange in Amsterdam, the Netherlands (Stock code 00982, ISIN code NL0000009827). As resolved by the Annual General Meeting of Shareholders on 29 March 2006 and 28 March 2007, the shares bought back under the above program were cancelled. This means that DSM cancelled 20,528,008 shares in 2007. On 27 September 2007 DSM announced a second share buy- back program, identical to the program launched in 2006. The first phase of this second program started on 1 October 2007 and continued until 12 December 2007. During this phase the company bought 6,855,000 shares for a total consideration of €250 million. The remainder of the program will be executed in 2008, subject to the approval of the Annual Meeting of Shareholders in March 2008. The company will only cancel shares bought under the second program if the 10% shareholding threshold for own shares is exceeded, to keep flexibility for major acquisitions. In addition, of course, we may halt the buy-back at any time, if a major acquisition needs financing. The total number of ordinary DSM shares outstanding decreased by 17,952,977 in 2007 as a result of the share buy- back programs. On 31 December the company had 166,896,860 shares outstanding. The average number of ordinary shares outstanding in 2007 was 178,540,706. All shares in issue are fully paid. Dividend Re-Investment Plan for shareholders of Royal DSM N.V. ABN AMRO Bank NV offers DSM’s shareholders the option of participating in a Dividend Re-Investment Plan (DRIP). By participating in this plan, DSM shareholders are able to directly reinvest their net dividends in additional DSM shares. Options on ordinary DSM shares are traded on the European Option Exchange in Amsterdam, the Netherlands (Euronext.liffe). In the United States a sponsored unlisted American Depositary Receipts (ADR) program is offered by Citibank NA (Cusip 780249108), with four ADRs representing the value of one ordinary DSM share. Besides the ordinary shares, 44.04 million cumulative preference shares A are in issue, which are not listed on the stock exchange; these have been placed with institutional investors. The cumprefs A have the same voting rights as ordinary shares, as their nominal value of €1.50 per share is equal to the nominal value of the ordinary shares. Transfer of the cumprefs A requires the approval of the Managing Board, unless the shareholder is obliged to transfer his shares to a previous shareholder by virtue of the law. The information referred to in the Resolution of 5 April 2006 regarding the implementation of article 10 of Directive 2004/25/EC of the European Parliament and the Council of the European Union pertaining to a takeover bid is given in this section of the annual report (insofar as it is relevant to this section) and in the following places elsewhere in the report: the Corporate governance section starting on page 77, notes 17 (page 117), 19 (page 120) and 27 (page 134 to the financial statements and the Other information section starting on page 147). Share buy-back program On 27 September 2006 DSM announced a share buy-back program with a total value of €750 million as a main building block to realize the desired balance sheet structure in the framework of the Vision 2010 strategy. In 2006 the company had purchased a total of 6,700,000 shares under the first phase of this program for a total consideration of €242.1 million. On 27 April 2007, the company initiated the second phase of the program. During this second phase the company bought 13,828,008 shares for a consideration of €507.9 million. The second phase, and hence the first program, was completed on 10 September 2007. Annual Report 2007 www.dsm.com 81 Book EN_v2.indb 81 Book EN_v2.indb 81 19-02-2008 12:51:55 19-02-2008 12:51:55  Information about the DSM share Development of the number of ordinary DSM shares Balance at 31 December 2006 Changes: Reissue of shares in connection with exercise of option rights Repurchase of own shares Cancellation of own shares Issued Repurchased Outstanding 201,953,008 17,103,171 184,849,837 - - (2,730,031) 2,730,031 20,683,008 (20,683,008) (20,528,008) (20,528,008) - Balance at 31 December 2007 181,425,000 14,528,140 166,896,860 Average number of shares outstanding 178,540,706 DSM share prices on Euronext Amsterdam (€ per ordinary share) : Highest closing price Lowest closing price At 31 December 39.87 31.63 32.33 Distribution of shares Under the Dutch Major Holdings Disclosure Act, shareholdings of 5% or more in any Dutch company must be disclosed to the Netherlands Authority for the Financial Markets (AFM). According to the register kept by the AFM the following shareholders had disclosed that they owned between 5 and 10% of DSM’s total share capital on 1 January 2008: • • • • • Fortis Utrecht N.V. Barclays Global Investors ING Groep N.V. Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. Aviva plc of the Managing Board will relate to all non-issued preference shares of the authorized capital at the level at which it now stands or may stand at any future time. Repurchase of own shares The company may acquire paid-up own shares by virtue of a decision of the Managing Board, provided that the par value of the shares in its capital amounts to no more than one tenth of the issued capital. Such a decision is subject to the approval of the Supervisory Board. In the Annual General Meeting of Shareholders of 28 March 2007 the Managing Board was authorized to acquire own shares for a period of 18 months from said date. Issue of shares The issue of shares takes place by a decision of the Managing Board. The decision is subject to the approval of the Supervisory Board. The scope of this power of the Managing Board shall be determined by a resolution of the General Meeting of Shareholders and shall relate to at most all unissued shares of the authorized capital, as applicable now or at any time in the future. In the Annual General Meeting of Shareholders of 28 March 2007 this power was extended up to and including 28 September 2008, on the understanding that • • in the case of the issue of ordinary shares this authorization of the Managing Board will be limited to a number of shares with a nominal value amounting to 10% of the issued capital, and to an additional 10% of the issued capital if the issue takes place within the context of a merger or acquisition, and in the case of the issue of preference shares this authorization DSM Managing Board members’ holdings in DSM shares In October 2007, after the announcement of the acceleration of Vision 2010, all DSM Managing Board members privately invested in DSM shares. The cumulative holdings of the five board members increased in 2007 from 1,836 to 12,036 shares. Board member Feike Sijbesma Jan Zuidam Rolf-Dieter Schwalb Nico Gerardu Stephan Tanda Holdings on 31 December 2006 Holdings on 31 December 2007 - 1,836 - - - 2,500 2,336 2,500 2,500 2,200 These shareholdings serve as a long-term investment in the company. Annual Report 2007 www.dsm.com 82 Book EN_v2.indb 82 Book EN_v2.indb 82 19-02-2008 12:51:56 19-02-2008 12:51:56 Information about the DSM share Geographical spread of DSM shares (excl. cumprefs A) In % 2007 2006 DSM share price development versus AEX and Dow Jones Euro Stoxx Chemical Index, 2007 Netherlands North America Belgium / Luxemburg France United Kingdom Germany Switzerland Other countries 39 16 6 4 18 6 4 7 32 13 14 3 30 1 4 3 DSM share The year 2007 was a turbulent one for stock markets worldwide. The development of the DSM share was no exception. After considerable outperformance in most of the recent years, the DSM share departed from this pattern in 2007. In February 2007 the company gave a full-year guidance that, according to analysts, disappointed the market. The share price fell 10.6% on the day of the announcement but showed recovery in the weeks thereafter. After the company raised its outlook twice, the recovery gained further momentum. After the announcement of the acceleration of the Vision 2010 – Building on Strengths strategy in September, the share price reached a record for the year of €39.95 on 10 October 2007. In the last few months of the year the DSM share – in line with the broader market – came under pressure. DSM closed 2007 at €32.33. DSM DJ Euro Stoxx Chemical Index AEX Index 55 50 45 40 R U E 35 30 25 20 1/07 2/07 3/07 4/07 5/07 6/07 7/07 8/07 9/07 10/07 11/07 12/07 Trading volumes DSM shares 2007 (on a monthly basis) x million December November October September August July June May April March February January (cid:116)(cid:1)(cid:17) (cid:116)(cid:1)(cid:18)(cid:17) (cid:116)(cid:1)(cid:19)(cid:17) (cid:116)(cid:1)(cid:20)(cid:17) (cid:116)(cid:1)(cid:21)(cid:17) Annual Report 2007 www.dsm.com 83 Book EN_v2.indb 83 Book EN_v2.indb 83 19-02-2008 12:51:56 19-02-2008 12:51:56 Life Sciences and Materials Sciences Innovation is our Sport™ DSM is the world’s largest supplier of nutritional ingredients, DSM innovations are found in many different sports disciplines. The Swiss Fencing Team, members of DSM’s Unlimited Sports Team, wear protective garments containing Dyneema® such as vitamins that are used in a wide variety of food that allow for maximum mobility and comfort while providing safety for the athlete. products, such as pet food. Numerous DSM applications can be found in the automotive industry. Annual Report 2007 www.dsm.com 84 Book EN_v2.indb 84 Book EN_v2.indb 84 19-02-2008 12:51:57 19-02-2008 12:51:57 The Beijing Olympics 2008 The 2008 Olympic Games will be held in Beijing from 8 until 24 August 2008. During the event approximately 10,500 athletes are expected to participate in 28 different sports. A total of 302 gold medals will be awarded. Around 70,000 volunteers will offer their help. The Paralympic Games will be held from 6 until 17 September 2008. A total of 4,000 athletes will compete in 20 sports and more than 450 gold medals are to be won. Approximately 30,000 volunteers will be present. Annual Report 2007 www.dsm.com 85 Book EN_v2.indb 85 Book EN_v2.indb 85 19-02-2008 12:52:11 19-02-2008 12:52:11 Innovation is our Sport™ In 2007 DSM launched the Innovation is our Sport ™ campaign. It serves as the umbrella of DSM’s activities in the field of sports, linking sports, technology and innovation. An important element is our partnership with the Dutch Olympic Committee (NOC*NSF). Together with the athletes we take great pride in performing beyond expectations. Innovation is one of the main spearheads of DSM’s strategic course. Innovation is equally important in the world of sports, where innovative developments and improvements based on nutrition and materials can support sportsmen and sportswomen in their daily practice and in competition, and can mean the difference between victory and defeat. There are many commonalities between sports and the marketplace in which DSM is operating. DSM and the Dutch Olympic Committee have been Partners in Sport since 2001. DSM is developing new products in nutrition and materials together with the athletes and coaches of the Dutch Olympic team. During the Athens 2004 Olympics, PeptoPro ® , heat-regulating garments and a revolutionary rowing helmet were introduced; in Turin DSM came up with innovations in bobsleighs. Here we present a number of highlights of our innovations that will be used during the Olympic Games of 2008. New sports innovations In August 2007, DSM started the pre-olympic year with two innovations in sports nutrition: PeptoPro ® powder and a special grade of Lafti ® for sportspeople. The Lafti ® grade has been developed in cooperation with the Dutch athletes. Further closing in on the Beijing Olympics, DSM launched a comfort cooling system at the end of 2007. Annual Report 2007 www.dsm.com 86 Book EN_v2.indb 86 Book EN_v2.indb 86 19-02-2008 12:52:25 19-02-2008 12:52:25  Boosting natural resistance The Lafti ® drink contains probiotics: living bacteria that have a beneficial effect on the intestinal tract. The Lafti ® range combines several lactic acid bacterial strains whose probiotic properties have been scientifically proven. This innovation should help the Olympic athletes to boost their natural resistance and maintain a well-balanced intestinal flora. Top athletes are often prone to develop intestinal complaints and a weakened immune system, particularly in weather conditions such as in China during the summer. Improving recovery PeptoPro ® powder is the latest form of PeptoPro ® , a casein hydrolysate – a protein cut into fragments – that ensures a quick recovery after intense training. Following the successful launch of PeptoPro ® drink during the Athens Olympics in 2004, DSM has worked hard to further improve the product. This has resulted in the present powder form that has a strongly improved stability and a better taste. Athletes can use the PeptoPro ® powder to prepare the sports drink at the place and time at which they need it. Many of them had expressed this wish. The Dutch Olympic Committee and the Olympic Committees of several other countries have recommended the use of PeptoPro ® to their athletes preparing for the Olympics 2008 in Beijing. Cooling products The heat and high humidity that are characteristic of Chinese summers have a large impact on the human body. Effectively cooling the body under such conditions can greatly enhance an athlete’s ability to deliver a top-level performance and to recover quickly from this performance. As part of its Olympic Innovation Program, DSM has developed an all-round cooling concept. During the previous Summer Games in Athens in 2004 the Dutch Olympic rowers already used special cooling products. In the run-up to Beijing 2008, DSM and the Dutch Olympic Committee in close consultation with athletes and their coaches have looked at possibilities for improvement and have developed and tested various new prototypes. This has resulted in the ‘mobile’ and fully modular comfort cooling system that was presented in December 2007 in the Olympic Stadium in Amsterdam. The Unlimited Sports Team The Unlimited Sports Team brings DSM and sports closer together. The company is sponsoring ambitious sportsmen and women that compete in Olympic sports disciplines. The Unlimited Sports Team currently consists of Sharon Walraven (wheelchair tennis, Netherlands), Rens Blom (pole vault, Netherlands), the Netherlands volleyball team, two Netherlands sailing teams (470 class) and the Swiss fencing team (men and women). Sharon Walraven started to play wheelchair tennis in 1994 and has won many tournaments around the world. She won silver at the Paralympics in Sydney 2000 and at the end of 2007 held the third place in the world ranking. Rens Blom was the first Dutch athlete ever to win a gold medal at a World Athletics Championship and holds a personal and Dutch national pole vaulting record of 5.81 meters. The Dutch national men’s volleyball team won the Olympic gold medal at the Atlanta 1996 games. Both the Dutch men’s and women’s volleyball teams achieved good results in the last decennia. The Dutch men’s and women’s 470 class sailing teams are both medal contenders for the 2008 Olympics. The brothers Sven and Kalle Coster are multiple Dutch champions. Lobke Berkhout and Marcelien de Koning won their third consecutive world title in 2007. The Swiss fencing team will be a major medal contender at the 2008 Beijing Olympics. The team is led by Marcel Fischer, who won the Olympic gold medal in Athens in 2004. For more information visit the DSM and sports section on our website 8, or e-mail to: info.olympics@dsm.com. Annual Report 2007 www.dsm.com 87 Book EN_v2.indb 87 Book EN_v2.indb 87 19-02-2008 12:52:33 19-02-2008 12:52:33 Annual Report 2007 www.dsm.com 88 Book EN_v2.indb 88 Book EN_v2.indb 88 19-02-2008 12:52:37 19-02-2008 12:52:37 Financial statements 2007 Annual Report 2007 www.dsm.com 89 Book EN_v2.indb 89 Book EN_v2.indb 89 19-02-2008 12:52:41 19-02-2008 12:52:41 Financial statements 2007 Consolidated financial statements Summary of significant accounting policies Basis of preparation DSM’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The accounting policies applied by DSM comply with IFRS and the pronouncements of the International Financial Reporting Interpretation Committee (IFRIC) effective at 31 December 2007. Consolidation The consolidated financial statements include Royal DSM N.V. and its subsidiaries as well as the proportion of DSM’s ownership of joint ventures (together ‘DSM’ or ‘group’). A subsidiary is an entity over which DSM has control. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The financial data of subsidiaries are fully consolidated. Minority interests in the group’s equity and profit and loss are stated separately. A joint venture is an entity in which DSM holds an interest and which is jointly controlled by DSM and one or more other venturers under a contractual arrangement. Joint ventures are included in the consolidated financial statements according to the method of proportionate consolidation. Subsidiaries and joint ventures are consolidated from the acquisition date until the date on which DSM ceases to have control or joint control, respectively. On consolidation, all intra- group balances and transactions and unrealized profits or losses from intra-group transactions are eliminated. Unrealized losses are not eliminated if these losses indicate an impairment of the asset transferred. In such cases a value adjustment for impairment of the asset is made. Segmentation Segment information is presented in respect of the group’s business and geographical segments. The primary format, business segments, reflects the group’s management structure. Prices for transactions between segments are determined on an arm’s length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can reasonably be allocated. Foreign currency translation The presentation currency of the group is the euro. Each entity of the group records transactions and balance sheet items in its functional currency. Transactions denominated in currency other than the functional currency are recorded at the spot exchange rates prevailing at the date of the transactions. Monetary assets and liabilities denominated in a currency other than the functional currency of the entity are translated at the closing rates. Exchange differences resulting from the settlement of these transactions and from the translation of monetary items are recognized in the income statement. On consolidation, the balance sheets of subsidiaries and joint ventures whose functional currency is not the euro are translated into euro at the closing rate. The income statements of these entities are translated into euro at the average rates for the relevant period. Goodwill paid on acquisition is recorded in the functional currency of the acquired entity. Exchange differences arising from the translation of the net investment in entities with a functional currency other than the euro are recorded in equity (Translation reserve). The same applies to exchange differences arising from borrowings and other financial instruments in so far as they hedge the currency risk related to the net investment. On disposal of an entity with a functional currency other than the euro the cumulative exchange differences relating to the translation of the net investment is recognized in the income statement. Distinction between current and non-current An asset (liability) is classified as current when it is expected to be realized (settled) within 12 months after the balance sheet date. Intangible assets Goodwill represents the excess of the cost of an acquisition over DSM’s share in the net fair value of the identifiable assets and liabilities of an acquired subsidiary, joint venture or associate. Goodwill paid on acquisition of subsidiaries and joint ventures is included in intangible assets. Goodwill paid on acquisition of associates is included in the carrying amount of these associates. Goodwill is not amortized but tested for impairment annually and when there are indications that the carrying amount may exceed the recoverable amount. A gain or loss on the disposal of an entity includes the carrying amount of goodwill relating to the entity sold. Annual Report 2007 www.dsm.com 90 Book EN_v2.indb 90 Book EN_v2.indb 90 19-02-2008 12:52:45 19-02-2008 12:52:45 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Intangible assets acquired in a business combination are recognized at fair value on the date of acquisition and subsequently amortized over the expected useful lives, which vary from 5 to 15 years. An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use or the sale of the asset. Any gain or loss arising on derecognition of the asset is recorded in the income statement. Acquired licenses, patents and application software are carried at historical cost less straight-line depreciation and less any impairment losses. The expected useful lives vary from 4 to 10 years. Costs of software maintenance are expensed when incurred. Capital expenditure that is directly related to the development of application software is recognized as an intangible asset and amortized over its estimated useful life (5-8 years). Research costs are expensed when incurred. Where the recognition criteria are met, development expenditure is capitalized and amortized over its useful life from the moment the product is launched commercially. The carrying amount of assets arising from development expenditures is reviewed for impairment at each balance sheet date or earlier upon indication of impairment. Development assets in use are tested for impairment when there are indications that the carrying amount may exceed the recoverable amount. Any impairment losses are recorded in the income statement. Property, plant and equipment Property, plant and equipment are stated at cost less depreciation calculated on a straight-line basis and less any impairment losses. Interest during construction is capitalized. Expenditures relating to major scheduled turnarounds are capitalized and depreciated over the period up to the next turnaround. Property, plant and equipment are systematically depreciated over their estimated useful lives. Reviews are made annually of the estimated remaining lives of assets, taking account of commercial and technological obsolescence as well as normal wear and tear. The initially assumed expected useful lives are in principle as follows: for buildings 10-50 years, for plant and machinery 5-15 years, for other equipment 4-10 years. Land is not depreciated. In oil and gas exploration, development and production costs are accounted for using the successful efforts method. Costs of successful and incomplete oil and gas drilling operations are capitalized as property, plant and equipment. The estimated discounted costs for future drilling platform decommissioning and site restoration are capitalized and depreciated. Items of property, plant and equipment related to oil and gas exploration are depreciated on the basis of the unit of production method. Leases Finance leases, which transfer to the group substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments. All other leases are operating leases. Lease payments for finance leases are apportioned to finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are included in Net finance costs. Capitalized leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term. Operating lease payments are recognized as an expense on a straight-line basis over the lease term. Associates An associate is an entity over which DSM has significant influence but no control, usually evidenced by a shareholding that entitles DSM to between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method, which involves recognition in the income statement of DSM’s share of the associate’s profit or loss for the year. DSM’s interest in an associate is carried in the balance sheet at its share in the net assets of the associate together with goodwill paid on acquisition, less any impairment loss. When DSM’s share in the loss of an associate exceeds the carrying amount of the associate, including any other receivables, the carrying amount is reduced to zero. No further losses are recognized, unless DSM has responsibility for obligations relating to the associate. Other financial assets Other participations comprise equity interests in entities in which DSM has no significant influence; they are accounted for as available-for-sale securities. These other participations are measured against fair value with changes in fair value being recognized in equity (Fair value reserve). On disposal the cumulative fair value adjustments of the related other participations are released from equity and included in the income statement. If a reliable fair value cannot be established, the other participations are recognized at cost. The proceeds from these other participations and the gain or loss upon their disposal are recognized in the income statement. Annual Report 2007 www.dsm.com 91 Book EN_v2.indb 91 Book EN_v2.indb 91 19-02-2008 12:52:53 19-02-2008 12:52:53 Financial statements 2007 Consolidated financial statements Loans and long-term receivables are measured at amortized cost, if necessary after deduction of a value adjustment for bad debts. The proceeds from these assets and the gain or loss upon their disposal are recognized in the income statement. current investments. They are measured at amortized cost. Proceeds from these deposits are recognized in the income statement. Impairment of assets When there are indications that the carrying amount of a non- current asset (an intangible asset or an item of property, plant and equipment) may exceed the estimated recoverable amount (the higher of its value in use and fair value less costs to sell), the possible existence of an impairment loss is investigated. If an asset does not generate largely independent cash flows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market interest rate and the risks specific to the asset. When the recoverable amount of a non-current asset is less than its carrying amount, the carrying amount is impaired to its recoverable amount and an impairment charge is recognized in the income statement. An impairment loss is reversed when there has been a change in estimate that is relevant for the determination of the asset’s recoverable amount since the last impairment loss was recognized. All financial assets are reviewed for impairment. If there is objective evidence of impairment as a result of one or more events after initial recognition, an impairment loss is recognized in the income statement. Impairment losses for goodwill and other participations will never be reversed. Inventories Inventories are stated at the lower of cost and net realizable value. The first-in, first-out (FIFO) method of valuation is used. The cost of intermediates and finished goods includes directly attributable costs and related production overhead expenses. Net realizable value is determined as the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. Products whose manufacturing cost cannot be calculated because of joint cost components are stated at net realizable price after deduction of a margin. Current receivables Current receivables are stated at amortized cost, which generally corresponds to face value, less an adjustment for bad debts. Current investments Deposits held at call with banks with a remaining maturity of more than 3 months and less than 12 months are classified as Cash and cash equivalents Cash and cash equivalents comprise cash at bank and in hand and deposits held at call with banks with a remaining maturity of less than 3 months. Bank overdrafts are included in current liabilities. Cash and cash equivalents are measured at nominal value. Non-current assets and disposal groups held for sale Non-current assets and disposal groups (assets and liabilities relating to an activity that is to be sold) are classified as ‘held for sale’ if their carrying amount is to be recovered principally through a sales transaction rather than through continuing use. The reclassification takes place when the assets are available for immediate sale and the sale is highly probable. These conditions are usually met as from the date on which a first draft of an agreement to sell is ready for discussion. Non-current assets held for sale and disposal groups are measured at the lower of carrying amount and fair value less costs to sell. Non-current assets held for sale are not depreciated and amortized. Discontinued operations Discontinued operations comprise those activities that have been disposed of during the period or which have been classified as held for sale at the end of the period, and represent a separate major line of business or geographical area that can be clearly distinguished for operational and financial reporting purposes. DSM has identified its cash generating units as the components of the company that will be reported as discontinued operations in the event of their disposal. Royal DSM N.V. Shareholders’ equity DSM’s ordinary shares and cumulative preference shares are classified as Royal DSM N.V. Shareholders’ equity. The price paid for repurchased DSM shares (treasury shares) is deducted from Royal DSM N.V. Shareholders’ equity until the shares are withdrawn or reissued. Dividend to be distributed to holders of cumulative preference shares is recognized as a liability when the Supervisory Board approves the proposal for profit distribution. Dividend to be distributed to holders of ordinary shares is recognized as a liability when the Annual General Meeting of Shareholders approves the dividend proposal. Provisions Provisions are recognized when all of the following conditions are met: 1) there is a present legal or constructive obligation as a result of past events; 2) it is probable that a transfer of Annual Report 2007 www.dsm.com 92 Book EN_v2.indb 92 Book EN_v2.indb 92 19-02-2008 12:53:01 19-02-2008 12:53:01 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios economic benefits will settle the obligation; and 3) a reliable estimate can be made of the amount of the obligation. The probable amount required to settle long-term obligations is discounted if the effect of discounting is material. Where discounting is used, the increase in the provision due to the passage of time is recognized as borrowing costs. However, the interest costs relating to pension obligations are included in pension costs. Any provision for costs that will arise from future drilling platform decommissioning and site restoration is made when the investment project concerned is taken into operation. These are included in Property, plant and equipment, along with the historic cost of the related asset, and depreciated over the useful life of the asset. Borrowings Borrowings are initially recognized at cost, being the fair value of the proceeds received, net of transaction costs. Subsequently, borrowings are stated at amortized cost using the effective interest method. Amortized cost is calculated by taking into account any discount or premium. Interest expenses are accrued and recorded in the income statement for each period. Where the interest rate risk relating to a long-term borrowing is hedged, and the hedge is regarded as effective, the carrying amount of the long-term loan is adjusted for changes in fair value of the interest component of the loan. Other current liabilities Other current liabilities are stated at amortized cost, which generally corresponds to the nominal value. grant on a systematic basis to the cost that it is intended to compensate. If the grant is an investment grant, its fair value is initially recognized as deferred income in Other non-current liabilities and then released to the income statement over the expected useful life of the relevant asset by equal annual amounts. Share-based compensation The costs of option plans are measured by reference to the fair value of the options on the date on which the options are granted. The fair value is determined using the Black-Scholes model, taking into account market conditions linked to the price of the DSM share. The costs of these options are recognized in the income statement (Employee benefits costs) during the vesting period, together with a corresponding increase in equity (Reserve for share-based compensation) in the case of share- settled options or Other non-current liabilities in the case of cash- settled options (Share Appreciation Rights). No expense is recognized for options that do not ultimately vest, except for options where vesting is conditional upon a market condition, which are treated as vesting, irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are met. Emission rights DSM is subject to legislation encouraging reductions in greenhouse gas emissions and has been awarded emission rights (principally CO2 emission rights) in a number of jurisdictions. Emission rights are reserved for meeting delivery obligations and are recognized at cost (usually zero). Revenue is recognized when surplus emission rights are sold to third parties. When actual emissions exceed the emission rights available to DSM a provision is recognized for the expected additional costs. Revenue recognition Revenue from the sale of goods is recognized when the significant risks and rewards of ownership are transferred to the buyer. Net sales represent the invoice value less estimated rebates and cash discounts, and excluding indirect taxes. Royalty income is recognized in Other operating income on an accrual basis in accordance with the substance of the relevant agreements. Interest income is recognized on a time-proportion basis using the effective interest method. Dividend income is recognized when the right to receive payment is established. Government grants Government grants are recognized at their fair value where there is reasonable assurance that the grant will be received and all related conditions will be complied with. Cost grants are recognized as income over the periods necessary to match the Exceptional items Exceptional items relate to material non-recurring items of income and expense arising from circumstances such as: - write-downs of inventories to net realizable value or of property, plant and equipment to recoverable amount, as well as reversals of such write-downs; - restructurings of the activities of an entity; - releases of provisions; - disposals of property, plant and equipment; - disposals of associates or other financial assets; - discontinued operations; - onerous contracts; - litigation settlements. Annual Report 2007 www.dsm.com 93 Book EN_v2.indb 93 Book EN_v2.indb 93 19-02-2008 12:53:09 19-02-2008 12:53:09 Financial statements 2007 Consolidated financial statements To provide a better understanding of the underlying results of the period, exceptional items are reported separately if the aggregate amount of the specific event or project exceeds €10 million. Income tax expense Income tax expense is recognized in the income statement except to the extent that it relates to an item recognized directly within shareholders’ equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date, and any adjustment to tax payable in respect to previous years. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the carrying amount of assets and liabilities and their tax base. Deferred tax assets and liabilities are measured at the tax rates and under the tax laws that have been enacted or substantially enacted at the balance sheet date and are expected to apply when the related deferred tax assets are realized or the deferred tax liabilities are settled. Deferred tax assets, including assets arising from losses carried forward, are recognized to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and unused tax losses can be utilized. Deferred tax assets and liabilities are stated at face value. or liability. If the hedged item is a financial asset or liability the cumulative gain or loss is transferred to profit or loss. Changes in the fair value of financial derivatives designated and qualifying as net investment hedges are recognized in equity (Translation reserve) to the extent that the hedge is effective and the change in fair value is caused by changes in currency exchange rates. Accumulated gains and losses are released from the Translation reserve and are included in the income statement when the net investment is disposed of. Changes in the fair value of financial derivatives designated and qualifying as fair value hedges are immediately recognized in the income statement, together with any changes in the fair value of the hedged assets or liabilities attributable to the hedged risk. Pensions and other post-employment benefits For defined-benefit plans, pension costs are determined using the projected-unit-credit method. Actuarial gains and losses are recognized in full under equity in the period in which they occur. Prepaid pension costs relating to defined benefit plans are capitalized only if they lead to refunds to the employer or to reductions in future contributions to the plan by the employer. Prepaid pension costs that do not meet this recoverability criterion are charged to equity in the period in which they occur and are referred to as effects of the asset ceiling. Payments to defined-contribution plans are charged as an expense as they fall due. Deferred taxes are not provided for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. Financial derivatives The group uses financial derivatives such as foreign currency forward contracts and interest rate swaps to hedge risks associated with foreign currency and interest rate fluctuations. Financial derivatives are initially recognized in the balance sheet at fair value including transaction costs and subsequently measured at their fair value on each balance sheet date. Changes in fair value are recognized in the income statement unless cash flow hedge accounting or net investment hedge accounting is applied. Changes in the fair value of financial derivatives designated and qualifying as cash flow hedges are recognized in equity (Hedging reserve) to the extent that the hedge is effective. Upon recognition of the related asset or liability the cumulative gain or loss is transferred from the Hedging reserve and included in the carrying amount of the hedged item if it is a non-financial asset Effect of new accounting standards The IASB and IFRIC have issued new standards, amendments to existing standards and interpretations that are not yet effective or not yet endorsed by the European Union. DSM has introduced the new and amended IFRS and IFRIC interpretations that became effective in 2007. Adoption of these revised standards and interpretations did not have any effect on the group's financial performance or position. The introduction of IFRS 7, 'Financial Instruments: Disclosures', and the application of the amendments to IAS 1, 'Presentation of Financial Statements', resulted in a number of additional disclosures. The adoption of standards and interpretations with an effective date after the date of these financial statements is not expected to have a material impact on the financial statements. Certain additional disclosures will be required and will be introduced as of the effective date of the new standards and interpretations. The following standards and interpretations are not yet being applied by DSM. Annual Report 2007 www.dsm.com 94 Book EN_v2.indb 94 Book EN_v2.indb 94 19-02-2008 12:53:17 19-02-2008 12:53:17 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios The amendment to IAS 23, 'Borrowing Costs', removes the option of immediately recognizing as an expense borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets. This amendment will not have any effect on the consolidated financial statements because the option is not applied by DSM. IFRS 8, 'Operating Segments', issued in November 2006, which introduces the requirement to report financial and descriptive information about operating segments on the same basis as is used internally for evaluating operating segment performance and deciding how to allocate resources. DSM uses the same performance measures and reporting structures for internal performance management as are used for external financial reporting and therefore this new standard is not expected to have any effect on the consolidated financial statements. IFRIC 11, 'Group and Treasury Share Transactions', IFRIC 12, 'Service Concession Arrangements', and IFRIC 13, 'Customer Loyalty Programs', will have no effect on the consolidated financial statements. IFRIC 14, 'IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction', provides further clarification on the recognition of defined benefit assets for economic benefits available in the form of refunds from a defined benefit plan or reductions of future contributions to the plan, particularly when a minimum funding requirement exists. The interpretation is applicable to certain defined benefit plans of the group but it is not expected to have a material effect on the consolidated financial statements. Annual Report 2007 www.dsm.com 95 Book EN_v2.indb 95 Book EN_v2.indb 95 19-02-2008 12:53:25 19-02-2008 12:53:25 Financial statements 2007 Consolidated financial statements Consolidated statements Consolidated income statement for the year ended 31 December 2007 x € million Notes Continuing operations Discontinued Total Before Exceptional Total operations Net sales Other operating income Own work capitalized Change in inventories of intermediates and finished goods Raw materials and consumables used Work subcontracted and other external costs Employee benefits costs Depreciation and amortization Other operating costs Operating profit Interest costs Other financial income and expense Share of the profit of associates Profit before income tax expense Income tax expense exceptional items 8,757 164 8,921 52 73 (4,793) (1,522) (1,389) (424) (95) 823 (85) 10 (2) 746 (183) 4 5 6 7 8 8 10 items (note 9) - - - - - - - - (150) (26) (176) - - - (176) 47 8,757 164 8,921 52 73 (4,793) (1,522) (1,389) (574) (121) 647 (85) 10 (2) 570 (136) Profit for the year 563 (129) 434 Of which: - Profit attributable to minority interests - Net profit attributable to equity holders of Royal DSM N.V. Net profit attributable to equity holders of Royal DSM N.V. Dividend on cumulative preference shares 5 - 5 558 (129) 429 558 (10) (129) - 429 (10) Net profit available for holders of ordinary shares 548 (129) 419 Average number of ordinary shares outstanding (x 1000) Effect of dilution due to share options (x 1000) Adjusted weighted average number of ordinary shares (x 1000) Per ordinary share in euro: - Basic earnings - Diluted earnings - Dividend paid in the period - Dividend for the year 3.07 3.05 (0.72) (0.72) 2.35 2.33 Annual Report 2007 www.dsm.com 96 - - - - - - - - - - - - - - - - - - - - - - - - 8,757 164 8,921 52 73 (4,793) (1,522) (1,389) (574) (121) 647 (85) 10 (2) 570 (136) 434 5 429 429 (10) 419 178,541 1,475 180,016 2.35 2.33 1.00 1.20 Book EN_v2.indb 96 Book EN_v2.indb 96 19-02-2008 12:53:33 19-02-2008 12:53:33 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Consolidated income statement for the year ended 31 December 2006 x € million Notes Continuing operations Discontinued Total Before Exceptional Total operations 4 5 6 7 8 8 10 Net sales Other operating income Own work capitalized Change in inventories of intermediates and finished goods Raw materials and consumables used Work subcontracted and other external costs Employee benefits costs Depreciation and amortization Other operating costs Operating profit Interest costs Other financial income and expense Share of the profit of associates Profit before income tax expense Income tax expense Profit for the year Of which: - Profit attributable to minority interests - Net profit attributable to equity holders of Royal DSM N.V. Net profit attributable to equity holders of Royal DSM N.V. Dividend on cumulative preference shares Net profit available for holders of ordinary shares Average number of ordinary shares outstanding (x 1000) Effect of dilution due to share options (x 1000) Adjusted weighted average number of ordinary shares (x 1000) Per ordinary share in euro: - Basic earnings - Diluted earnings - Dividend paid in the period - Dividend for the year exceptional items 8,352 210 8,562 39 63 (4,536) (1,481) (1,338) (440) (34) 835 (84) 3 1 755 (199) 556 5 551 551 (10) 541 items (note 9) - 73 73 - - - - 9 (11) (97) (26) - - 4 (22) 18 (4) - (4) (4) - (4) 8,352 283 8,635 39 63 (4,536) (1,481) (1,329) (451) (131) 809 (84) 3 5 733 (181) 552 5 547 547 (10) 537 2.85 2.84 (0.02) (0.02) 2.83 2.82 Annual Report 2007 www.dsm.com 97 28 2 30 - (5) (18) (4) (3) - (1) (1) - - - (1) 1 0 - 0 0 - 0 - - 8,380 285 8,665 39 58 (4,554) (1,485) (1,332) (451) (132) 808 (84) 3 5 732 (180) 552 5 547 547 (10) 537 189,550 1,200 190,750 2.83 2.82 1.04 1.00 Book EN_v2.indb 97 Book EN_v2.indb 97 19-02-2008 12:53:41 19-02-2008 12:53:41 Financial statements 2007 Consolidated financial statements Consolidated balance sheet as at 31 December x € million Assets Non-current assets Intangible assets Property, plant and equipment Deferred tax assets Prepaid pension costs Associates Other financial assets Current assets Inventories Trade receivables Other receivables Financial derivatives Current investments Cash and cash equivalents Assets held for sale Total Equity and liabilities Equity Royal DSM N.V. Shareholders' equity Minority interests Non-current liabilities Deferred tax liabilities Employee-benefits liabilities Provisions Borrowings Other non-current liabilities Current liabilities Employee-benefits liabilities Provisions Borrowings Financial derivatives Trade payables Other current liabilities Liabilities held for sale Total Notes 11 12 10 24 13 14 15 16 16 23 17 10 24 18 19 20 24 18 19 23 21 21 2007 1,037 3,440 346 1,169 20 126 6,138 1,547 1,452 235 83 4 369 3,690 - 3,690 9,828 5,310 73 5,383 344 273 170 1,560 35 2,382 9 91 192 42 1,124 605 2,063 - 2,063 9,828 2006 1,008 3,655 496 918 26 100 6,203 1,515 1,377 362 79 3 552 3,888 - 3,888 10,091 5,784 71 5,855 383 304 188 907 44 1,826 21 127 607 41 1,091 523 2,410 - 2,410 10,091 Annual Report 2007 www.dsm.com 98 Book EN_v2.indb 98 Book EN_v2.indb 98 19-02-2008 12:53:49 19-02-2008 12:53:49 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Consolidated statement of recognized income and expense x € million Other Retained earnings Total reserves Actuarial Other Minority interests Total 2006 Exchange differences on translation of foreign operations Balance of actuarial gains and losses and asset ceiling Change in hedging reserve Income tax expense Total income and expense directly recognized in equity Profit for the year Recognized income and expense for the period 2007 Exchange differences on translation of foreign operations Balance of actuarial gains and losses and asset ceiling Change in fair value reserve Change in hedging reserve Income tax expense Total income and expense directly recognized in equity Profit for the year Recognized income and expense for the period gains and losses (126) - - 45 (10) (91) - (91) 382 - (99) 283 - 283 (133) - - (9) 21 (14) (135) - (135) 146 - - (38) 108 - 108 - - - - - 547 547 - - - - - - 429 429 (126) 382 45 (109) 192 547 739 (5) (131) - - - (5) 5 0 382 45 (109) 187 552 739 (133) (4) (137) 146 (9) 21 (52) (27) 429 402 - - - - (4) 5 1 146 (9) 21 (52) (31) 434 403 Annual Report 2007 www.dsm.com 99 Book EN_v2.indb 99 Book EN_v2.indb 99 19-02-2008 12:53:58 19-02-2008 12:53:58 Financial statements 2007 Consolidated financial statements Consolidated statement of changes in equity (notes 17 and 27) x € million Share Share Treasury Other Retained earnings Total Minority capital premium shares reserves Actuarial Other interests Total Equity Balance at 1 January 2006 370 545 (376) Dividend paid Changes in option rights Repurchase of shares Proceeds from reissued shares Change in DSM's share in subsidiaries Capital duty Recognized income and expense for the period Reclassifications - - - - - - - - - - - - - (1) - - - - (318) 53 - - - - Balance at 31 December 2006 370 544 (641) Dividend paid Options granted Options/performance shares exercised/cancelled Repurchase of shares Cancellation of own shares Proceeds from reissued shares Change in DSM's share in subsidiaries Recognized income and expense for the period Reclassifications - - - - - - - - (31) (55) - - - - - - - - - - - (758) 750 74 - - - 85 - 10 - - - - (91) (2) 2 - 11 (4) - - - - gains and losses 34 4,843 5,501 67 5,568 - - - - - - (213) 11 - 2 - - (213) 21 (318) 55 - (1) 283 - 547 2 739 - (1) - - - 5 - - - (214) 21 (318) 55 5 (1) 739 - 317 5,192 5,784 71 5,855 - - - - - - - (193) - 13 - (664) (21) - (193) 11 9 (758) - 53 - (2) - - - - - 3 1 - (195) 11 9 (758) - 53 3 403 2 (135) 3 108 (3) 429 2 402 2 Balance at 31 December 2007 339 489 (575) (123) 422 4,758 5,310 73 5,383 Annual Report 2007 www.dsm.com 100 Book EN_v2.indb 100 Book EN_v2.indb 100 19-02-2008 12:54:06 19-02-2008 12:54:06 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios 75 36 (75) 136 5 17 (156) (71) (102) 49 (48) (386) 45 (85) 26 - (44) 92 6 753 (466) (6) (193) (758) 53 (1) (1) 2007 434 (5) 429 574 (10) (55) 36 141 (139) 8 984 (124) (35) 825 (394) (619) (188) 552 (6) 11 369 81 32 (101) 180 (109) 19 (144) (49) (77) 122 (40) (418) 6 (44) - 135 (15) 7 24 30 (205) 28 (213) (318) 55 4 (1) 2006 552 (5) 547 451 (75) (83) 12 71 (125) 28 826 (4) (192) 630 (345) (620) (335) 902 (12) (3) 552 Consolidated cash flow statement (note 26) x € million Operating activities Profit for the year Profit attributable to minority interests Net profit attributable to equity holders of Royal DSM N.V. Adjustments for: - Depreciation, amortization and impairment losses - Gain from disposals - Change in provisions - Interest: - Charged to the income statement - Received - Paid - Income taxes: - Charged to the income statement - Received/(paid) - Defined benefit plans: - Charged to the income statement - Paid - Other changes Operating cash flow before changes in working capital Changes in operating working capital: - Inventories - Trade receivables - Trade payables Changes in other working capital Cash provided by operating activities Investing activities Capital expenditure for: - Intangible assets - Property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of subsidiaries and associates Cash from net investment hedge Proceeds from disposal of subsidiaries and businesses Other financial assets: - Capital payments and acquisitions - Change in loans granted - Proceeds from disposals Cash used in investing activities Financing activities Loans taken up Repayment of loans Change in debt to credit institutions Dividend paid Repurchase of own shares Proceeds from reissued shares Change in minority interests Capital duty Cash used in financing activities Change in cash and cash equivalents Cash and cash equivalents at 1 January Exchange differences relating to cash held Changes in the scope of the consolidation Cash and cash equivalents at 31 December Annual Report 2007 www.dsm.com 101 Book EN_v2.indb 101 Book EN_v2.indb 101 19-02-2008 12:54:14 19-02-2008 12:54:14 Financial statements 2007 Consolidated financial statements Notes to the consolidated financial statements of Royal DSM N.V. 1 General information Unless stated otherwise, all amounts are in € million. 1 euro = Exchange rate at balance Average exchange rate US dollar Swiss franc Pound sterling 100 Japanese yen sheet date 2007 2006 2007 2006 1.47 1.66 0.73 1.66 1.32 1.61 0.67 1.57 1.37 1.64 0.68 1.61 1.26 1.57 0.68 1.46 In conformity with article 402, Book 2 of the Dutch Civil Code, a condensed income statement is included in the separate financial statements of Royal DSM N.V. A list of DSM participations has been filed with the Chamber of Commerce for Zuid-Limburg in Maastricht (Netherlands) and is available from the company upon request. The list can also be downloaded from the company’s website www.dsm.com. 8 The preparation of financial statements requires estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of the financial statements. The policies that management considers to be most important to the presentation of financial condition and results of operations are discussed in the relevant notes. The same holds for the issues that require management judgments or estimates about matters that are inherently uncertain. Management cautions that future events often vary from forecasts and that estimates routinely require adjustment. Areas of judgment that have the most significant effect on the amounts recognized in the financial statements relate to the categorization of certain items as 'exceptional', the identification of cash generating units and the classification of activities as 'held for sale' and 'discontinued operations'. Estimates that need to be made by management relate to the useful lives of non-current assets (notes 11 and 12), the establishment of provisions for retirement and other post- employment benefits (note 24), income taxes (note 10) and the determination of fair values for share-based compensation (note 27). Estimates are based on historical experience and other assumptions that are considered reasonable under the circumstances. Exchange rates The currency exchange rates that were used in drawing up the consolidated statements are listed below for the most important currencies. Annual Report 2007 www.dsm.com 102 Book EN_v2.indb 102 Book EN_v2.indb 102 19-02-2008 12:54:22 19-02-2008 12:54:22 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios 2 Change in the scope of the consolidation Acquisitions 2007 The impact of all acquisitions made in 2007 on DSM’s consolidated balance sheet, at the date of acquisition, is summarized in the next table: Pentapharm Other Opening acquisitions balance In July, DSM acquired 100% of the cosmetic active ingredients specialist Pentapharm Holding Ltd. Pentapharm has annual net sales of some €40 million and employs about 200 people at locations in Switzerland, Japan and Brazil. The goodwill of €31 million primarily results from the know-how of the employees and from the fact that the acquisition provides DSM Nutritional Products with a stronger position in the market for active ingredients for the cosmetics industry. The impact of the acquisition of Pentapharm on DSM’s consolidated balance sheet, at the date of acquisition, is shown in the next table: Carrying Adjustments Opening Assets Intangible assets Property, plant and equipment Prepaid pension costs Other financial assets Inventories Receivables Cash and cash equivalents amount to fair value balance DSM Total assets Liabilities Minority interest Deferred tax liabilities Other non-current liabilities Current liabilities Total liabilities Net assets, at fair value Acquisition price (in cash) Acquisition price (payable) Acquisition costs Consideration paid Goodwill - 13 2 0 4 10 9 38 3 5 12 20 18 12 5 - - 12 - - 29 7 - - 7 22 Assets Intangible assets Property, plant and equipment Prepaid pension costs Other financial assets Inventories Receivables Cash and cash equivalents Total assets Liabilities Deferred tax liabilities Other non-current liabilities Current liabilities Total liabilities Net assets Acquisition price (in cash) Acquisition price (payable) Acquisition costs Goodwill 12 18 2 0 16 10 9 67 10 5 12 27 40 62 8 1 31 DSM 17 37 2 0 18 18 12 104 2 10 5 30 47 57 84 8 1 93 36 5 19 - 0 2 8 3 37 2 - - 18 20 17 22 0 0 22 5 12 18 2 0 16 10 9 67 - 10 5 12 27 40 62 8 1 71 31 The acquisitions in 2007 contributed €23 million to net sales. If all acquisitions had occurred on 1 January 2007, additional net sales would have been €41 milion. The acquisitions in 2007 only made a marginal contribution to profit for the year; this would have been the case even if they had all occurred on 1 January 2007. Annual Report 2007 www.dsm.com 103 Book EN_v2.indb 103 Book EN_v2.indb 103 19-02-2008 12:54:26 19-02-2008 12:54:26 Disposals 2007 In 2007 DSM disposed of various smaller participations. 2006 Discontinued operations DSM Minera was sold on 19 January 2006 for a total cash consideration of €74 million. The business had already been classified as held for sale as at 31 December 2005. Furthermore, DSM disposed of various small participations. Financial statements 2007 Consolidated financial statements On 16 January 2008 DSM announced the acquisition of the US- based company Soluol, a developer, producer and marketer of high performance urethane resins which are used in a wide range of applications, with annual sales of USD 20 million. The acquisition of Soluol enhances DSM’s specialty-resins presence in North America and adds new technology as well as a state- of-the-art production facility in Rhode Island. The acquired company will be grouped under the DSM NeoResins+ business unit, part of the DSM Resins business group. Further disclosures will only be provided in next years annual report in view of the fact that reliable information is not yet available. 2006 In 2006 DSM acquired CRINA SA, the remaining 73% of the share capital of Lipid Technologies Provider AB and the remaining 50% of the share capital of Fersinsa GB SA de CV. These acquisitions had the following impact on the balance sheet: Assets Intangible assets Property, plant and equipment Other financial assets Inventories Receivables Cash and cash equivalents Total assets Liabilities Provisions Defered tax liabilities Other liabilities Total liabilities Net assets, at fair value Acquisition price (in cash) Acquisition costs Goodwill 7 14 (3) 6 5 5 1 2 9 34 12 22 41 1 20 Annual Report 2007 www.dsm.com 104 Book EN_v2.indb 104 Book EN_v2.indb 104 19-02-2008 12:54:31 19-02-2008 12:54:31 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios 3 Segment information Business segments 1 2007 Nutrition Pharma Performance Industrial Other Elimina- Total Materials Chemicals activities 2 tions Continuing operations Discon- tinued operations Financial performance Net sales Supplies to other clusters 2,543 47 981 50 2,895 6 1,937 268 401 54 - 8,757 (425) - Supplies 2,590 1,031 2,901 2,205 455 (425) 8,757 Operating profit before exceptional items Exceptional items 264 (22) 93 (154) 321 - 225 - (80) - Operating profit 242 (61) 321 225 (80) Depreciation and amortization Additions to provisions Share of the profit of associates R&D costs R&D costs / net sales (in %) Wages, salaries and social security costs Financial position Total assets Total liabilities Capital employed at year-end Capital expenditure and acquisitions Share in equity of associates 141 32 - 136 5.3 81 13 - 68 6.9 94 10 - 131 4.5 67 4 (1) 23 1.2 41 23 (1) 14 3.5 469 206 291 99 282 3,527 1,661 2,067 145 1 1,669 1,463 1,095 65 1 2,958 1,484 1,815 214 0 1,478 913 714 90 12 9,749 4,013 291 54 6 EBITDA / net sales (in %) 15.9 17.7 14.3 15.1 Workforce 3 Average Year-end 7,508 7,782 5,013 5,073 4,826 5,139 2,141 2,134 2,945 3,126 - - - - - - - - - (9,553) (5,089) - - - - - 823 (176) 647 424 82 (2) 372 4.2 1,347 9,828 4,445 5,982 568 20 22,433 23,254 - - - - - - - - - - - - - - - - - - - Total 8,757 - 8,757 823 (176) 647 424 82 (2) 372 4.2 1,347 9,828 4,445 5,982 568 20 22,433 23,254 1 For a description of the types of products and services of each segment please refer to the review of business on pages 42 to 64. 2 Other activities also includes costs for defined benefit plans, corporate overhead and share-based compensation. A reasonable basis for the allocation of the costs for defined benefit plans to the individual clusters is not available, because these costs relate to both current and former employees. 3 The workforce of joint ventures has been included on a proportionate basis. Transfers between segments were fairly limited and were generally executed at market-based prices. Annual Report 2007 www.dsm.com 105 Book EN_v2.indb 105 Book EN_v2.indb 105 19-02-2008 12:54:35 19-02-2008 12:54:35 Financial statements 2007 Consolidated financial statements Business segments 1 2006 Nutrition Pharma Performance Industrial Other Elimina- Total Materials Chemicals activities 2 tions Continuing operations Discon- tinued operations Financial performance Net sales Supplies to other clusters 2,407 56 916 51 2,753 6 1,872 263 404 18 - 8,352 (394) - Supplies 2,463 967 2,759 2,135 422 (394) 8,352 Operating profit before exceptional items Exceptional items Operating profit Depreciation and amortization Additions to provisions Share of the profit of associates R&D costs R&D costs / net sales (in %) Wages, salaries and social security costs Financial position Total assets Total liabilities Capital employed at year-end Capital expenditure and acquisitions Share in equity of associates 314 (44) 270 150 48 1 140 5.8 65 (14) 51 81 15 0 59 6.4 100 9 0 115 4.2 455 204 270 3,466 1,688 2,159 113 1 1,734 1,524 1,302 146 2 2,998 1,395 1,697 126 0 329 11 196 (6) (69) 27 340 190 (42) 73 3 0 21 1.1 97 1,390 855 745 68 13 36 32 0 12 3.0 260 9,690 3,851 407 48 10 Total 8,380 - 8,380 834 (26) 808 440 107 1 347 4.2 1,288 10,091 4,236 6,303 501 26 28 - 28 (1) - (1) - - - - - 2 - - (7) - - - - - - - - - - - 835 (26) 809 440 107 1 347 4.2 1,286 (9,187) 10,091 4,236 6,310 501 26 (5,077) - - - - - EBITDA / net sales (in %) 19.3 15.9 15.6 14.4 Workforce 3 Average Year-end 7,466 7,711 4,558 4,732 4,410 4,664 2,187 2,183 2,788 2,860 21,409 22,150 27 6 21,436 22,156 1 For a description of the types of products and services of each segment please refer to the review of business on pages 42 to 64. 2 Other activities also includes costs for defined benefit plans, corporate overhead and share-based compensation. A reasonable basis for the allocation of the costs for defined benefit plans to the individual clusters is not available, because these costs relate to both current and former employees. 3 The workforce of joint ventures has been included on a proportionate basis. Transfers between segments were fairly limited and were generally executed at market-based prices. Annual Report 2007 www.dsm.com 106 Book EN_v2.indb 106 Book EN_v2.indb 106 19-02-2008 12:54:39 19-02-2008 12:54:39 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Geographical segments 2007 Net sales by origin In € million In % Net sales by destination In € million In % The Rest of North China Rest of Rest of Elimina- Total Netherlands Europe America Asia- the world tions Continuing operations 3,829 2,477 1,143 44 28 13 793 9 3,726 1,566 43 18 Pacific 433 5 1,162 13 536 6 698 8 339 4 812 9 - - - - 8,757 100 8,757 100 Total assets 9,415 4,793 1,447 587 393 545 (7,352) 9,828 Property, plant and equipment Capital expenditure Carrying amount 212 1,328 85 1,265 78 488 36 272 5 49 11 38 Workforce 1 at year-end 7,219 7,124 2,768 3,564 1,268 1,311 2006 Net sales by origin In € million In % Net sales by destination In € million In % 3,802 2,276 1,193 46 27 14 808 10 3,537 1,617 42 19 451 5 618 8 376 5 1,090 13 254 3 682 8 - - - - - - 427 3,440 23,254 8,352 100 8,352 100 Total assets 9,402 3,682 1,523 576 413 508 (6,013) 10,091 Property, plant and equipment Capital expenditure Carrying amount 128 1,365 135 1,368 101 520 38 304 13 61 3 37 Workforce 1 at year-end 7,057 6,976 2,659 3,031 1,188 1,239 - - - 418 3,655 22,150 1 The workforce of joint ventures has been included on a proportionate basis. Annual Report 2007 www.dsm.com 107 Book EN_v2.indb 107 Book EN_v2.indb 107 19-02-2008 12:54:43 19-02-2008 12:54:43 Financial statements 2007 Consolidated financial statements 4 Other operating income 7 Other operating costs 2007 2006 2007 2006 Continuing operations before exceptional items Release of provisions Emission rights sold Gain on assets, activities, royalties and licences sold Price settlements Government grants Proceeds from the sale of scrap, waste materials, etc. Insurance benefits Sundry Continuing operations before exceptional items Additions to provisions Loss from the disposal/ closure of assets and activities Exchange differences Sundry Total 8 Net finance costs 66 6 30 4 21 2 5 76 17 1 27 8 21 3 3 84 40 24 16 15 95 8 1 9 16 34 Total 164 210 2007 2006 5 Employee-benefits costs Continuing operations before exceptional items Wages and salaries Social security costs Pension costs (see also note 24) 2007 2006 1,137 210 1,104 182 42 52 Total 1,389 1,338 6 Depreciation and amortization Continuing operations before exceptional items Amortization of intangible assets Depreciation of property, plant and equipment Impairment losses Total 2007 2006 37 373 14 424 38 400 2 440 Continuing operations before exceptional items Interest costs Interest expense Capitalized interest during construction Interest charge on discounted provisions Total Other financial income and expense Interest income Exchange differences Income from other securities Sundry Total Net finance costs (84) 4 (5) (85) 7 2 3 (2) 10 (75) (82) 2 (4) (84) 13 (7) 1 (4) 3 (81) In 2007 the interest rate applied in the capitalization of interest during construction was 5% (2006: also 5%). Annual Report 2007 www.dsm.com 108 Book EN_v2.indb 108 Book EN_v2.indb 108 19-02-2008 12:54:48 19-02-2008 12:54:48 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios and further restructuring was the best way forward. In the context of this study the cash generating unit was tested for impairment in view of persistent operating losses. It was concluded that the recoverable amount of DSM Anti-Infectives was below the carrying amount and therefore an impairment loss of €150 million was recognized in the Pharma segment. The recoverable amount was determined on the basis of the value in use of the cash generating unit. The discount rate that was used amounted to 10% before tax, which is equal to the rate used for impairment testing in previous years. The impairment charge was allocated to property, plant and equipment (98%) and intangible assets (2%). Restructuring charges (€4 million) have been recognized in connection with the planned transfer of part of the production of side chains to China at DSM Anti-Infectives. - Restructuring charges (€22 million) have been recognized in the Nutrition cluster in relation to the redesign of the business model of the cluster, which encompasses cancellation of existing contracts and the introduction of new ways of working at both DSM Nutritional Products and DSM Food Specialties. 2006 The exceptional items in 2006 are listed below: - The gain from the disposal of activities relates to gains from the disposal of DSM Minera (Chile), the disposal of the display coatings business and the disposal of the South Haven site (United States). - Due to the disposal of the South Haven site a restructuring provision could be released. - The addition to provisions is mainly related to costs (€13 million) for the termination of the aspartame business, costs (€9 million) for the closing of the production facilities in Landskrona (Sweden), costs (€44 million) for a provision for an onerous contract (DSM Nutritional Products) and costs (€14 million) for the restructuring of the Geleen (Netherlands) and Linz (Austria) sites of DSM Pharmaceutical Products. - The impairment of intangible assets and property, plant and equipment relates to the termination of the aspartame business (€2 milion), the closing of the production facilities in Landskrona (€2 million) and the restructuring of the Geleen and Linz sites of DSM Pharmaceutical Products (€7 million). - The employee benefits costs comprise the gain from a deferred pension settlement related to the disposal of DSM Bakery Ingredients in 2005. - The other costs mainly concern the settlement for terminating the melamine production joint venture (AMEL) in the United States (€6 million). 9 Exceptional items Exceptional income: - Gain from the disposal of activities - Release of provisions Total exceptional income Exceptional expense: - Loss from the disposal of activities - Additions to provisions - Impairment of intangible assets and property, plant and equipment - Employee-benefits costs - Other costs Total exceptional expense Operating profit from exceptional items Net finance costs Share of the profit of associates Total, before income tax expense Income tax expense Total, after income tax expense Minority interests Net result from exceptional items 2007 2007 2006 - - - - (26) (150) - - (176) (176) - - (176) 47 (129) - (129) 67 6 73 - (84) (11) 9 (13) (99) (26) - 4 (22) 18 (4) - (4) The exceptional items in 2007 are listed below: - The impairment of intangible assets and property, plant and equipment relates to the cash generating unit DSM Anti- Infectives. In June 2007 DSM announced that it had studied the strategic options for this cash generating unit and decided that a partnering strategy combined with innovation initiatives Annual Report 2007 www.dsm.com 109 Book EN_v2.indb 109 Book EN_v2.indb 109 19-02-2008 12:54:52 19-02-2008 12:54:52 Financial statements 2007 Consolidated financial statements - The share of the profit of associates is the balance of the gain from the disposal of Methanor and the impairment of DSM’s share in AMEL. - The income tax expense concerns the income tax over the exceptional items in the financial year. The favorable tax rate results from the fact that significant parts of the exceptional items are tax exempt. As a % Domestic income tax rate Tax effects of: - Deviating rates - Tax-exempt income and non-deductible expense - Other effects 10 Income tax 2007 25.5 2.4 0.3 (3.7) 2006 29.6 (4.7) 0.5 1.0 Effective tax rate 24.5 26.4 The balance of deferred tax assets and deferred tax liabilities decreased by €111 million owing to the changes presented in the table below: 2007 2006 The income tax expense on the total result was €136 million (2006: €180 million) and can be broken down as follows: 2007 2006 Current tax expense: - Current year - Prior-year adjustments Deferred tax expense: - Originating from a reversal of temporary differences - Prior-year adjustments - Change in tax rate - Benefit of tax losses and tax credits recognized (65) (17) (82) (83) (7) (10) 46 (54) (76) (12) (88) (99) (25) 1 31 (92) Total (136) (180) Balance at 1 January Deferred tax assets Deferred tax liabilities Total Changes: - Income tax expense in income statement - Income tax expense in equity - Acquisitions and disposals - Exchange differences - Reclassifications Balance at 31 December Of which related to: - The result from discontinuing operations - The result from exceptional items - The result from continuing operations - 47 Of which: - Deferred tax assets - Deferred tax liabilities 1 18 (183) (199) The effective income tax rate on the result from continuing operations was 24.5% in 2007 (2006: 26.4%). The relationship between the income tax rate in the Netherlands and the effective tax rate on the result from continuing operations is as follows: The group companies that DSM has in various countries conduct a large variety of transactions among themselves. In various countries DSM has taken standpoints regarding its tax position which may at any time be challenged, or have already been challenged, by the tax authorities because the authorities in question interpret the law differently. In determining the probability of realization of deferred tax assets and liabilities these uncertainties are taken into account. 496 (383) 113 (54) (52) (9) (16) 20 2 346 (344) 533 (219) 314 (92) (110) (6) (25) 32 113 496 (383) Annual Report 2007 www.dsm.com 110 Book EN_v2.indb 110 Book EN_v2.indb 110 19-02-2008 12:54:56 19-02-2008 12:54:56 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios The deferred tax assets and liabilities relate to the following balance sheet items: Intangible assets Property, plant and equipment Financial assets Inventories Receivables Equity Other non-current liabilities Non-current provisions Non-current borrowings Other current liabilities Tax losses carried forward Set-off Total Deferred tax 2007 Deferred Deferred 2006 Deferred assets tax liabilities tax assets tax liabilities 71 71 23 34 4 - 8 73 1 55 340 368 (362) 346 (49) (261) (313) (31) (8) (4) (2) (13) (22) (3) (706) - 362 (344) 27 60 10 41 39 - 11 83 2 36 309 419 (232) 496 (42) (285) (213) (29) (10) (5) (2) (11) (14) (4) (615) - 232 (383) No deferred tax assets were recognized for losses carried forward amounting to €48 million (2006: €70 million). DSM has to assess the likelihood that deferred tax assets will be recovered from future taxable income. Deferred tax assets are reduced if, and to the extent that, it is not probable that all or some portion of the deferred tax assets will be realized. In the event that actual results differ from estimates in future periods, and depending on tax strategies that DSM may be able to implement, changes to the measurement of deferred taxes could be required, which could impact on the company’s financial position and net profit. Annual Report 2007 www.dsm.com 111 Book EN_v2.indb 111 Book EN_v2.indb 111 19-02-2008 12:55:00 19-02-2008 12:55:00 Financial statements 2007 Consolidated financial statements 11 Intangible assets Balance at 1 January 2006 Cost Amortization Carrying amount Changes in carrying amount: - Capital expenditure - Acquisitions - Amortization and impairments - Exchange differences - Reclassifications - Other changes Balance at 31 December 2006 Cost Amortization Carrying amount Changes in carrying amount: - Capital expenditure - Acquisitons - Disposals - Amortization and impairments - Exchange differences - Reclassifications Balance at 31 December 2007 Cost Amortization Carrying amount Total Goodwill Licences Other and patents 1,110 107 1,003 39 28 (40) (42) 23 (3) 5 1,156 148 1,008 48 53 (3) (49) (41) 21 29 1,224 187 1,037 742 - 742 - 21 - (38) - - (17) 725 - 725 - 36 - - (37) - (1) 725 1 724 93 38 55 25 6 (10) (2) 7 (3) 23 127 49 78 5 16 - (17) (2) 2 4 139 57 82 275 69 206 14 1 (30) (2) 16 - (1) 304 99 205 43 1 (3) (32) (2) 19 26 360 129 231 Over the past few years DSM has acquired several entities in business combinations that have been accounted for by the purchase method, resulting in recognition of goodwill and other intangible assets. The amounts assigned to the acquired assets and liabilities are based on assumptions and estimates about their fair values. In making these estimates, management consults independent, qualified appraisers if appropriate. A change in assumptions and estimates could change the values allocated to certain assets and estimated useful lives, which could affect the amount or timing of charges to the income statement, such as amortization of intangible assets. Annual Report 2007 www.dsm.com 112 Book EN_v2.indb 112 Book EN_v2.indb 112 19-02-2008 12:55:04 19-02-2008 12:55:04 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios The carrying amount of goodwill as at 31 December 2007 mainly includes an amount of €6 million relating to the acquisition of DSM Japan Engineering Plastics in 1997, an amount of €295 million (31 December 2006: €329 million) relating to the acquisition of Catalytica in 2001, an amount of €358 million (31 December 2006: €358 million) relating to the acquisition of NeoResins in 2005, an amount of €9 million relating to the acquisition of Syntech in 2005, an amount of €14 million (31 December 2006: €14 million) relating to the acquisition of Lipid Technologies Provider in 2006, an amount of €6 million (31 December 2006: €6 million) relating to the acquisition of CRINA in 2006, and an amount of €31 million relating to the acquisition of Pentapharm in 2007. For impairment testing reasons, goodwill has been allocated to the following cash-generating units: the goodwill related to CRINA and Pentapharm to the DSM Nutritional Products business group, the goodwill related to Catalytica to the DSM Pharmaceutical Products business group, the goodwill related to NeoResins and Syntech to the DSM Resins business group, the goodwill related to Lipid Technologies Provider to the DSM Food Specialties business group and the goodwill related to DSM Japan Engineering Plastics to the DSM Engineering Plastics business group. The annual impairment tests of goodwill are performed in the fourth quarter. The recoverable amount of the cash generating units concerned is based on a value-in-use calculation. The cash flow projections for the first five years are derived from DSM’s business plan (Annual Strategic Review) as adopted by the Managing Board. Cash flow projections beyond the 5-year planning period are extrapolated. The terminal value for the period after ten years is determined with the assumption of no growth. The pre-tax discount rate is between 7 and 10% depending on the risk profile of the cash generating unit. The other intangible assets are listed in the table below: Application software Marketing-related Customer-related Technology-based Other Total Total 2006 Cost Amortization Carrying Of which Acquisition amount acquisition related 2007 2006 134 16 3 186 21 360 304 (64) (4) (3) (50) (8) (129) (99) 70 12 0 136 13 231 205 related 13 6 - 102 - 121 129 7 8 - 114 - 129 Annual Report 2007 www.dsm.com 113 Book EN_v2.indb 113 Book EN_v2.indb 113 19-02-2008 12:55:08 19-02-2008 12:55:08 Financial statements 2007 Consolidated financial statements 12 Property, plant and equipment Balance at 1 January 2006 Cost Depreciation and impairment losses Carrying amount Changes in carrying amount: - Capital expenditure - Put into operation - Acquisitions - Disposals - Depreciation - Impairment losses - Change in estimate of decommisioning costs - Exchange differences - Reclassifications - Other changes Balance at 31 December 2006 Cost Depreciation and impairment losses Carrying amount Changes in carrying amount: - Capital expenditure - Put into operation - Acquisitions - Disposals - Depreciation - Impairment losses - Change in estimate of decommisioning costs - Exchange differences - Reclassifications - Other changes Balance at 31 December 2007 Cost Depreciation and impairment losses Carrying amount Total Land and Plant and buildings machinery 8,804 5,054 3,750 1,664 649 1,015 6,483 4,098 2,385 418 - 14 (6) (400) (12) 17 (104) (23) 1 (95) 16 24 3 (2) (54) (1) - (27) (17) 1 (57) 80 158 11 (4) (336) (9) 17 (60) 1 - (142) 8,578 4,923 3,655 1,603 645 958 6,286 4,043 2,243 427 - 37 (38) (373) (152) 5 (99) (21) (1) (215) 4 49 17 (15) (56) (1) - (28) 14 (1) (17) 34 208 19 (23) (307) (150) 5 (52) (12) 2 (276) 8,688 5,248 3,440 1,634 693 941 6,309 4,342 1,967 Other equip- ment 284 252 32 4 13 - - (10) - - (1) - - 6 242 204 38 3 13 - - (10) - - - (1) - 5 246 203 43 Under Not used construc- for operating tion activities 343 37 306 318 (195) - - - (2) - (16) (7) - 98 428 24 404 386 (270) 1 - - (1) - (19) (22) (1) 74 481 3 478 30 18 12 - - - - - - - - - - - 19 7 12 - - - - - - - - - (1) (1) 18 7 11 Property, plant and equipment includes assets acquired under finance lease agreements with a carrying amount of €17 million (31 December 2006: €27 million). The related commitments are included under Borrowings and amount to €8 million (31 December 2006: €11 million). The total of the minimum lease payments at the balance sheet date amounts to €10 million (31 December 2006: €11 million) and their present values to €9 million (31 December 2006: €10 million). Annual Report 2007 www.dsm.com 114 Book EN_v2.indb 114 Book EN_v2.indb 114 19-02-2008 12:55:12 19-02-2008 12:55:12 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Overview of minimum lease payments in time: 14 Other financial assets 2008 2009-2012 After 2012 Total 2 7 1 10 In 2007, €152 million in impairment losses was recognized (2006: €12 million). In 2007 the asset impairment losses mainly related to DSM Anti-Infectives (€146 million). The impairment losses on Property, plant and equipment in 2006 amounted to €12 million and mainly related to the termination of the aspartame business (€2 million), the closing of the production facilities in Landskrona in Sweden (€1 million) and the restructuring of the Geleen (Netherlands) and Linz (Austria) sites of DSM Pharmaceutical Products (€9 million). 13 Associates Balance at 1 January Changes: - Share of profit - Dividend received - Disposals - Impairments - Transfers - Exchange differences - Other changes Balance at 31 December Of which loans granted 2007 26 2006 43 (1) (1) - - (2) (1) (1) 20 - 1 (1) (6) (8) (2) (2) 1 26 - Total Other Other Other participa- receivables deferred tions items 189 49 123 17 (6) 4 9 (14) (5) 35 (20) (92) (2) 5 (3) - 4 9 (14) (5) - - - - (3) - - - - - - 35 (20) (92) (2) (1) (3) (6) - - - - - - - - 9 - 100 40 40 20 (7) 3 42 (4) 1 (2) (2) (1) (7) 3 - 3 42 (4) - - (1) - (7) - - - - - 1 (2) (1) (10) - 3 (7) - - - - - - 9 - - 126 73 31 22 Balance at 1 January 2006 Changes: - Charged to the income statement - Capital payments - Acquisitions - Disposals - Impairments - Loans granted - Repayments - Transfer to current loans - Exchange differences - Other transfers - Other changes Balance at 31 December 2006 Changes: - Charged to the income statement - Capital payments - Acquisitions - Disposals - Loans granted - Repayments - Exchange differences - Transfers - Changes in fair value - Other changes Balance at 31 December 2007 Other participations relate to equity instruments in companies with activities that support DSM’s business, which can be quoted or unquoted. In Other participations an amount of €35 fair value cannot be measured reliably (2006: €40 million). These interests are therefore measured at cost. million is included that relates to equity instruments whose Annual Report 2007 www.dsm.com 115 Book EN_v2.indb 115 Book EN_v2.indb 115 19-02-2008 12:55:17 19-02-2008 12:55:17 Financial statements 2007 Consolidated financial statements 15 Inventories Raw materials and consumables Intermediates and finished goods Adjustments to lower net realizable value 2007 2006 Deferred items comprise €34 million (31 December 2006: €29 million) of prepaid expenses that will impact on profit or loss in future periods but have already been paid. With respect to trade accounts receivable that are neither impaired nor past due, there are no indications that the debtors will not meet their payment obligations. Of the total trade receivables 85% are neither past due nor impaired, 11% are between 1 and 29 days overdue, 1% are between 30 and 89 days overdue and 3% are more than 90 days overdue. 461 448 1,128 1,124 1,589 1,572 (42) (57) Total 1,547 1,515 The carrying amount of inventories adjusted to net realizable value was €165 million (2006: €127 million); the value adjustment of inventories recognized in the income statement was €17 million income (2006: €30 million expense). 16 Receivables Trade receivables Trade accounts receivable Receivables from associates Adjustments for bad debts 2007 2006 1,458 11 1,469 (17) 1,386 13 1,399 (22) Total 1,452 1,377 Other receivables Income taxes receivable Other taxes and social security contributions Government grants Loans Other receivables Deferred items Total 9 128 7 10 35 46 235 64 108 2 92 53 43 362 Annual Report 2007 www.dsm.com 116 Book EN_v2.indb 116 Book EN_v2.indb 116 19-02-2008 12:55:21 19-02-2008 12:55:21 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios 2007 5,855 434 (144) 154 (46) (195) (758) 53 30 2006 5,568 552 (133) 290 (7) (214) (318) 55 62 17 Equity Balance at 1 January Net profit Exchange differences, net of income tax expense Net actuarial gains/(losses) on defined benefit obligations Net asset ceiling related to defined benefit obligations Dividend paid Repurchase of ordinary shares Proceeds from reissue of ordinary shares Other changes Balance at 31 December 5,383 5,855 After the balance sheet date the following dividends were declared by the Managing Board: Per cumulative preference share A: €0.23 (2006: €0.23) Per ordinary share: €1.20 (2006: €1.00) Total 2007 10 204 214 2006 10 187 197 The proposed dividend on ordinary shares is subject to approval by the Annual General Meeting of Shareholders and has not been deducted from equity. Share capital On 31 December 2007 the authorized capital amounted to €1,125 million, distributed over 306,960,000 ordinary shares, 44,040,000 cumulative preference shares A and 375,000,000 cumulative preference shares B with a nominal value of €1.50 each, and 1,200,000,000 cumulative preference shares C with a nominal value of €0.03 each. Every nominal amount of three eurocents (€0.03) carries one vote. The changes in the number of shares in 2007 are shown in the table below. Issued shares Treasury shares Ordinary Cumprefs A Cumprefs C Ordinary Cumprefs C Balance at 1 January 2007 Reissue of shares in connection with exercise of option rights Repurchase of own shares Cancellation of own shares 201,953,008 44,040,000 37,500,000 17,103,171 37,500,000 - - (20,528,008) - - - - - - (2,730,031) 20,683,008 (20,528,008) - - - Balance at 31 December 2007 Number of treasury shares at 31 December 2007 181,425,000 44,040,000 37,500,000 14,528,140 37,500,000 14,528,140 - 37,500,000 Number of shares outstanding at 31 December 2007 166,896,860 44,040,000 - Annual Report 2007 www.dsm.com 117 Book EN_v2.indb 117 Book EN_v2.indb 117 19-02-2008 12:55:25 19-02-2008 12:55:25 Financial statements 2007 Consolidated financial statements The average number of ordinary shares outstanding in 2007 was 178,540,706. All shares issued are fully paid. Share premium Of the total Share premium of €489 million, an amount of €125 million can be regarded as entirely free of tax. Treasury shares On 31 December 2006 DSM possessed 17,103,171 ordinary shares (nominal value €26 million, 6.9% of the share capital). In 2007, DSM used 2,730,031 ordinary shares for servicing option rights. On 31 December 2007 DSM possessed 14,528,140 ordinary shares (nominal value €22 million, 6.4% of the share capital). The average purchase price of the ordinary treasury shares was €31.80. In 2007, 20.7 million ordinary treasury shares were repurchased as part of the first and second phase of the share buy-back program of Vision 2010. A total of 20.5 million of the shares bought back related to the Vision 2010 progam were cancelled in 2007. The number of treasury shares at 31 December 2007 included 6.9 million shares related to the share buy-back program of Vision 2010. The remaining ordinary treasury shares will be used for servicing management and personnel share-option rights. Other reserves in Shareholder's equity Total Translation Hedgingreserve Reserve for Fair value reserve share-based reserve compensation Balance at 1 January 2006 85 77 Fair-value changes of cash flow hedges Exchange differences, net of income tax Changes in option rights Reclassifications 37 (128) 10 (2) - (128) - (2) Balance at 31 December 2006 2 (53) Fair-value changes of cash flow hedges Fair-value changes of other financial assets Exchange differences, net of income tax Options and performance shares granted Options and performance shares exercised/cancelled Reclassifications 14 (9) (140) 11 (4) 3 - - (140) - - - (3) 37 - - - 34 14 - - - - - Balance at 31 December 2007 (123) (193) 48 11 - - 10 - 21 - - - 11 (4) 3 31 0 - - - - 0 - (9) - - - - (9) Annual Report 2007 www.dsm.com 118 Book EN_v2.indb 118 Book EN_v2.indb 118 19-02-2008 12:55:29 19-02-2008 12:55:29 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios 18 Provisions Restructuring costs and termination benefits Environmental costs Other long-term employee benefits Other provisions Total Total 75 38 36 112 261 2007 Of which current 50 13 1 27 91 Total 105 45 27 138 315 2006 Of which current 74 16 2 35 127 In cases where the effect of the time value of money is material, provisions are measured at the present value of the expenditures expected to be required to settle the obligation. The discount rate used is based on swap rates for various terms, increased by 75 to 100 basis points depending on those terms. The balance of provisions measured at present value increased by €5 million in 2007 in view of the passage of time and changes in the discount rate. The Provisions for restructuring costs and termination benefits mainly relate to the costs of redundancy schemes connected to the dismissal and transfer of employees, costs of termination of contracts and consulting fees. These provisions have an average life of 1 to 3 years. The Provisions for environmental costs relate to soil clean-up obligations, among other things. These provisions have an average life of more than 10 years. Several items have been combined under Other provisions, for example obligations ensuing from future drilling-platform decommissioning and site restoration, expenses relating to claims and onerous contracts. These provisions have an average life of 5 to 10 years. The total of non-current and current provisions decreased by €54 million. This is the balance of the following changes: Restructuring costs and termination benefits Environmental costs Other long-term employee benefits Other provisions Total Balance at Additions Releases Uses Exchange Other Balance at 1 January 2007 105 45 27 138 315 differences changes 31 December 31 4 11 36 82 (13) - (0) (4) (48) (10) (2) (60) (17) (120) (1) (1) (0) (3) (5) 1 - - 5 6 2007 75 38 36 112 261 The other changes included in Other provisions relate to revision of the costs for future drilling-platform decommissioning and site restoration. The additions to the Provisions for restructuring costs and termination benefits mainly relate to the Nutrition cluster (€16 million) and to Other activities (€10 million). The withdrawal from this provision concerns expenditure related to restructuring operations at DSM Nutritional Products, DSM Food Specialties, DSM Pharmaceutical Products, DSM Anti-Infectives, DSM Resins and DSM Industrial Services (Copernicus project). Annual Report 2007 www.dsm.com 119 Book EN_v2.indb 119 Book EN_v2.indb 119 19-02-2008 12:55:33 19-02-2008 12:55:33 Financial statements 2007 Consolidated financial statements The additions to the Other provisions mainly relate to a provision for claims relating to the Nutrition, Pharma and Performance Materials clusters. The withdrawal from this provision relates to expenditures regarding an onerous contract at DSM Nutritional Products and regarding the restructuring of the Geleen (Netherlands) and Linz (Austria) sites and profit improvement activities at DSM Nutritional Products. 19 Borrowings 2007 Total Of which 2006 Total Of which current current Debenture loans Private loans Finance lease liabilities Credit institutions 1,210 385 8 149 0 41 2 149 886 460 9 159 403 43 2 159 Total 1,752 192 1,514 607 In agreements governing loans with a residual amount at year-end 2007 of €1,417 million, none of which were of a short-term nature (31 December 2006: €1,118 million, of which €403 million short term), clauses have been included which restrict the provision of security. The documentation of the €300 million bond issued in November 2005 and the documentation of the €750 million bond issued in October 2007 include a change-of-control clause. This clause allows the bond investors to request repayment at par if 50% or more of the DSM shares are controlled by a third party and if the company is downgraded below investment grade (< BBB-). At 31 December 2007, borrowings to a total of €1,316 million had a remaining term of more than 5 years. The schedule of repayment of borrowings (excluding debt to credit institutions) is as follows: 2008 2009 2010 2011 and 2012 2013 through 2017 After 2017 Total 43 225 7 12 1,316 - 1,603 A breakdown of the borrowings by currency (excluding debt to credit institutions) is given in the following table: EUR USD CNY Other Total 2007 1,150 384 60 9 2006 823 424 98 10 1,603 1,355 Annual Report 2007 www.dsm.com 120 Book EN_v2.indb 120 Book EN_v2.indb 120 19-02-2008 12:55:38 19-02-2008 12:55:38 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios On balance, total borrowings increased by €238 million owing to the following changes: 2005 by means of a forward starting swap, which led to a lower effective fixed interest rate of 3.66%. The 5.25% EUR loan 2007-2017 was partly swapped into CHF in 2007 for an amount of €650 million to hedge the currency risk of net investments in CHF-denominated subsidiaries. This loan was partly pre-hedged (cash flow hedge) in 2006 and 2007 by means of forward starting swaps, which led to a lower effective fixed interest rate of 4.89% for the full loan. A breakdown of private loans is given below: 4.34% floating (6 months) floating (indefinite) 5.51% 5.61% NLG loan NLG loan CNY loan USD loan USD loan Other loans Total 2007 2006 1998-2008 4 7 2000-2014 65 69 2002-2009 2003-2013 2003-2015 60 103 102 51 98 115 114 57 385 460 The fixed interest rate of the 5.51% USD loan 2003-2013 was swapped into a floating rate by means of an interest-rate swap (fair value hedge). During 2005 this interest-rate swap was unwound. The gain from this will be amortized until maturity, leading to an effective fixed USD interest rate of 4.29% for the loan. This 5.51% USD loan was assigned as a net investment hedge to hedge the currency risk of net investment in USD- denominated subsidiaries. The currency component of the 5.61% USD loan 2003-2015 was swapped into euros (cash flow hedge). The resulting EUR obligation was swapped into CHF to hedge the currency risk of net investments in CHF-denominated subsidiaries (net investment hedge). DSM’s policy regarding financial-risk management is described in note 23. Balance at 1 January 1,514 1,710 2007 2006 Loans taken up Repayments Changes in fair value Acquisitions Changes in debt to credit institutions Exchange differences Other changes 753 (466) 0 6 (10) (47) 2 60 (205) (15) - 20 (58) 2 Balance at 31 December 1,752 1,514 The changes in fair value of borrowings are offset by the changes in fair value of related financial derivatives. The average effective interest rate on the portfolio of borrowings outstanding in 2007, including financial instruments related to these borrowings, amounted to 4.5% (2006: 4.3%). A breakdown of debenture loans is given below: 6.38% 6.75% 4.00% 5.25% EUR loan USD loan EUR loan EUR loan Total 2007 2006 2000-2007 1999-2009 2005-2015 2007-2017 - 169 300 741 403 183 300 - 1,210 886 All debenture loans have a fixed interest rate. The 6.38% EUR loan 2000-2007 matured in December 2007 and was fully repaid. The fixed interest rate of the 6.75% USD loan 1999-2009 has been swapped to floating rates by means of interest-rate swaps (fair-value hedges). This loan was assigned as a net investment hedge to hedge the currency risk of net investments in USD- denominated subsidiaries. The 4% EUR loan 2005-2015 was swapped into CHF to hedge the currency risk of net investments in CHF-denominated subsidiaries. This loan was pre-hedged (cash flow hedge) in Annual Report 2007 www.dsm.com 121 Book EN_v2.indb 121 Book EN_v2.indb 121 19-02-2008 12:55:42 19-02-2008 12:55:42 Financial statements 2007 Consolidated financial statements 20 Other non-current liabilities The commitments for operating leases and rents are spread as follows: 2007 2006 Investment grants Other deferred items Total 21 Current liabilities Trade payables Received in advance Trade accounts payable Notes and cheques due Owing to associates 23 12 35 2008 2009 2010 2011 and 2012 After 2012 30 14 44 Total 10 6 4 6 8 34 2007 2006 9 1,103 6 6 7 1,074 4 6 Litigation The investigations into possible restrictive and/or concerted practices involving a number of EPDM producers, including DSM, which had been launched at the end of 2002 by the European Commission, the United States Department of Justice and the Canadian Competition Bureau were closed mid 2006 without charges of any kind being brought against DSM or its affiliates. Several civil actions in the United States and Canada are still ongoing. DSM has a process in place to monitor legal claims periodically and systematically. Total 1,124 1,091 Other current liabilities Income taxes payable Other taxes and social-security contributions Pensions Other liabilities Deferred items Total 22 Contingent liabilities Operating leases and rents Guarantee obligations on behalf of associates and third parties Outstanding orders for projects under constructions Other 65 68 2 216 254 605 45 62 2 179 235 523 2007 2006 34 58 15 9 36 53 13 12 Total 116 114 Most of the outstanding orders for projects under construction will be completed in 2008. Property, plant and equipment under operating leases primarily concern catalysts, buildings and various equipment. Annual Report 2007 www.dsm.com 122 Book EN_v2.indb 122 Book EN_v2.indb 122 19-02-2008 12:55:46 19-02-2008 12:55:46 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios 23 Financial derivatives Policies on financial risks General The main financial risks faced by DSM relate to liquidity risk and market risk (comprising interest-rate risk, currency risk and price risk). DSM’s financial policy is aimed at minimizing the effects of fluctuations in currency-exchange and interest rates on its results in the short term and following market rates in the long term. DSM uses financial derivatives to manage financial risks relating to business operations and does not enter into speculative derivative positions. Liquidity risk DSM has two confirmed credit facilities of €500 million and €400 million amounting to a total of €900 million (2006: also two confirmed credit facilities amounting to a total of €900 million) and a commercial-paper program amounting to €1,500 million (2006: €900 million). The USD 400 million USD commercial-paper program has been cancelled (2006: USD 400 million). The company will use the commercial-paper program to a total of not more than €900 million (2006: €900 million). Interest rate risk DSM’s interest rate risk policy is aimed at minimizing the interest-rate risks associated with the financing of the company and thus at the same time optimizing the net interest costs. This policy translates into a certain desired profile of fixed-interest and floating- interest positions, including cash and cash equivalents, with the floating-interest position in principle not exceeding 60% of net debt. Floating-rate and fixed-rate borrowings analyzed by maturity are summarized below. Borrowings excluding credit institutions are shown after taking into account related interest-rate derivatives in designated hedging relationships. Fixed-rate Floating-rate 2007 Total Fixed-rate Floating-rate borrowings borrowings borrowings borrowings Within 1 year Within 1 to 2 years Within 2 to 3 years Within 3 to 4 years Within 4 to 5 years After 5 years Total 6 14 6 2 1 1,247 37 211 1 7 2 69 43 225 7 9 3 1,316 1,276 327 1,603 6 6 14 5 1 531 563 442 40 227 1 7 75 792 1,355 2006 Total 448 46 241 6 8 606 On 31 December 2007, the notional amount of interest-rate swaps in relation to long-term borrowings was €170 million (2006: €590 million). For these swaps fair value hedge accounting was applied. There was no material ineffectiveness in relation to these hedges. For fair value hedges, including fair value hedges ended before 31 December 2007, an immaterial amount was recognized in the profit or loss for the year which offsets a similar amount recognized in relation to the hedged risk. Both are reported in other financial income and expense. Annual Report 2007 www.dsm.com 123 Book EN_v2.indb 123 Book EN_v2.indb 123 19-02-2008 12:55:50 19-02-2008 12:55:50 Financial statements 2007 Consolidated financial statements The following sensitivity analysis of borrowings and related financial derivatives to interest-rate movements assumes an immediate 1% change in interest rates for all currencies and maturities from their level on 31 December 2007, with all other variables held constant. As in 2006, a 1% reduction in interest rates would not result in a material change in profit and loss or equity on the basis of the composition of financial instruments on 31 December 2007, as floating-rate borrowings are balanced by floating-rate assets (mainly cash). The same applies in the case of a 1% increase in interest rates. The sensitivity of the fair value of financial instruments on 31 December 2007 to changes in interest rates is set out in the following table. For 2006 the total sensitivity of fair values ranged between +€49 million (+1% interest change) and (€54) million (-1% interest change). Current investments Cash and cash equivalents Short-term borrowings Long-term borrowings Interest-rate swaps (fixed to floating) Pre-hedges Carrying amount Fair value Sensitivity of fair value to change in interest of: 4 369 (192) 4 369 (192) (1,560) (1,509) (1) - (1) - +1% - - - 89 (2) - (1%) - - - (97) 2 - Interest-rate swaps are from time to time used to hedge the fixed interest rate of a new external loan as from the future issue date (pre-hedges). In this way DSM achieves up-front certainty about the interest costs for a major part of its long-term euro debt. The 5.25% EUR loan 2007-2017 was pre-hedged for an amount of €625 million in 2006 and 2007 by means of forward-starting swaps for a locked interest rate of 4.1% (excluding credit spread). Including the unhedged €125 million and credit spread, the effective interest rate of this loan amounts to 4.89%. On 31 December 2007 no prehedges for highly probable refinancing were outstanding (the notional amount of the related interest-rate swaps at year-end 2006 was €400 million). Currency risk It is DSM’s policy to hedge 100% of the currency risks resulting from sales and purchases at the moment of recognition of the trade receivables and trade payables. In addition, operating companies may – under strict conditions – opt for hedging currency risks from firm commitments and forecast transactions. The currencies giving rise to these risks are primarily the USD, the JPY, the GBP and the CHF. The risks arising from currency exposures are regularly reviewed by the business groups and hedged when appropriate. DSM uses average-rate currency forward contracts, currency forward contracts, spot contracts, and average-rate currency options to hedge the exposure to fluctuations in foreign exchange rates. In general the instruments have maturities of less than one year. To hedge intercompany loans, receivables and payables, denominated in currencies other than the functional currency of the subsidiaries, DSM uses currency swaps or forward contracts. Hedge accounting is not applied for these instruments. On 31 December 2007, the notional amount of the currency forward contracts was €1,556 million (2006: €1,156 million). In 2007 DSM hedged USD 718 million (2006: USD 432 million) of its projected net cash flow in USD in 2008 (partly against CHF) by means of average-rate currency forward contracts and average-rate currency options at an average exchange rate of USD 1.40 per euro for the four quarters of 2008. In 2007 DSM also hedged JPY 5,375 million (not applicable in 2006) of its projected net cash flow in JPY in 2008 (most against CHF) by means of average-rate currency forward contracts at an average exchange rate of JPY 152.31 per euro for the four quarters of 2008. These hedges have fixed the exchange rate for part of the USD and JPY receipts in 2008. Cash flow hedge accounting is applied for these hedges. As a result of these hedges, in 2007 €27 million (2006: €6 million) was recognized in the operating income of the segments involved in accordance with the realization of the expected cash flows. There was no material ineffectiveness in relation to these hedges. The currency risk associated with the translation of DSM’s net investment in entities denominated in currencies other than the euro is partially hedged. CHF-denominated net assets have partially been hedged by currency swaps (CHF 1,760 million). Annual Report 2007 www.dsm.com 124 Book EN_v2.indb 124 Book EN_v2.indb 124 19-02-2008 12:55:54 19-02-2008 12:55:54 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios USD-denominated net assets have partially been hedged through USD loans (USD 400 million). There was no material ineffectiveness in relation to these hedges. The following sensitivity analysis of net borrowings and derivative financial instruments to currency movements against the euro assumes a 10% change in all foreign currency rates against the euro from their level on 31 December 2007, with all other variables held constant. A +10% change indicates a strengthening of foreign currencies against the euro. A -10% change represents a weakening of foreign currencies against the euro. For 2006 the sensitivities that could impact profit and loss ranged between (€65) million (+10% exchange rate change) and +€57 million (-10% exchange rate change) whereas the sensitivities related to cash flow hedges that would impact equity ranged between (€7) million (+10% exchange rate change) and +€4 million (-10% exchange rate change). Current investments Cash and cash equivalents Short-term borrowings Long-term borrowings Cross-currency swaps Currency forward contracts Cross-currency swaps related to net investments in foreign entities Average-rate forwards used for economic hedging Average-rate currency options used for economic hedging Carrying amount Fair value Sensitivity of fair value to change in all exchange rates of: +10% (10%) 4 369 (192) 4 369 (192) (1,560) (1,509) (28) 23 25 20 2 (28) 23 25 20 2 - 13 (7) (48) 12 (67) (119) (27) - - (11) 6 39 (10) 55 97 22 6 The following sensitivity analysis of net borrowings and derivative financial instruments to currency movements against the euro assumes a 10% change in the USD against all foreign currencies and the euro from the level on 31 December 2007, with all other variables held constant. A +10% change indicates a strengthening of the USD and a -10% change represents a weakening of the USD. For 2006 USD sensitivities were similar. Carrying amount Fair value Sensitivity of fair value to change in USD Current investments Cash and cash equivalents Short-term borrowings Long-term borrowings Cross-currency swaps Currency forward contracts Cross-currency swaps related to net investments in foreign entities Average-rate forwards used for economic hedging Average-rate currency options used for economic-hedging 4 369 (192) 4 369 (192) (1,560) (1,509) (28) 23 25 20 2 (28) 23 25 20 2 +10% - 2 (1) (43) 12 (107) - (42) - (10%) - (2) 1 35 (10) 87 - 34 10 Fair-value changes on these positions will generally be recognized in profit or loss with the exception of the instruments for which cash-flow hedge accounting or net-investment hedge accounting is applied. Cash flow hedge accounting is applied for the average rate forwards and average-rate currency options used for economic hedging; the fair-value changes of these derivatives are recognized in the hedging reserve in equity until recognition of the related cash flows. Net-investment hedge accounting is applied for the cross currency swaps used to protect net-investments in foreign entities; the fair value changes of these derivatives are recognized in the translation reserve in equity until the net-investment is disposed of, to the extent that the changes in fair value are caused by changes in currency exchange rates. Annual Report 2007 www.dsm.com 125 Book EN_v2.indb 125 Book EN_v2.indb 125 19-02-2008 12:55:58 19-02-2008 12:55:58 Financial statements 2007 Consolidated financial statements Price risk Financial instruments that are subject to changes in stock exchange prices or indexes are subject to a price risk. At year-end 2007 DSM was not exposed to any material price risk in relation to investments in available-for-sale securities. Credit risk DSM manages the credit risk to which it is exposed by applying credit limits per financial institution and by dealing exclusively with financial institutions having a high credit rating. At the balance sheet date there were no significant concentrations of credit risk. With regard to treasury activities it is ensured that financial transactions are only concluded with counterparties that have at least a Moody's credit rating of P1 for short-term instruments and A3 for long-term instruments. At business group level, outstanding receivables are continuously monitored by the management of the operating companies. Appropriate allowances are made for credit risks that have been identified (as listed in note 16). It is therefore unlikely that significant losses will arise in relation to receivables that have not been provided for. The maximum exposure to credit risk is represented by the carrying amounts of financial assets that are recognized in the balance sheet, including derivative financial instruments with a positive market value. No significant agreements or financial instruments were available at the reporting date that would reduce the maximum exposure to credit risk. Fair value of financial instruments In the following table the carrying amounts and the estimated fair values of financial instruments are disclosed: Assets Other participations Other non-current receivables Current receivables Financial derivatives Current investments Cash and cash equivalents Liabilities Non-current borrowings Other non-current liabilities Current borrowings Financial derivatives Other current liabilities 31 December 2007 31 December 2006 Carrying amount Fair value Carrying amount Fair value 73 31 1,687 83 4 369 1,560 35 192 42 1,729 73 31 1,687 83 4 369 1,509 35 192 42 1,729 40 40 1,739 79 3 552 907 44 607 41 40 40 1,739 79 3 552 876 44 607 41 1,614 1,614 The following methods and assumptions were used to determine the fair value of financial instruments: cash, current investments, current receivables, current borrowings and other current and non-current liabilities are stated at carrying amount, which approximates fair value in view of the short maturity of these instruments. The fair values of financial derivatives and long-term instruments are based on calculations, quoted market prices or quotes obtained from intermediaries. Annual Report 2007 www.dsm.com 126 Book EN_v2.indb 126 Book EN_v2.indb 126 19-02-2008 12:56:03 19-02-2008 12:56:03 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios The following table shows the carrying amounts of the financial derivatives recognized, broken down by type and purpose: Current assets Current liabilities Total Interest-rate swaps Currency swaps Total financial derivatives related to borrowings Currency forward contracts Currency options Balance at 31 December 2006 Interest-rate swaps Currency swaps Total financial derivatives related to borrowings Currency forward contracts Currency options Balance at 31 December 2007 19 28 47 32 - 79 0 27 27 54 2 83 (6) (25) (31) (10) - (41) (1) (30) (31) (11) - (42) 13 3 16 22 - 38 (1) (3) (4) 43 2 41 Annual Report 2007 www.dsm.com 127 Book EN_v2.indb 127 Book EN_v2.indb 127 19-02-2008 12:56:07 19-02-2008 12:56:07 Financial statements 2007 Consolidated financial statements 24 Post-employment benefits 2007 2006 The group operates a number of defined benefit plans and defined contribution plans throughout the world, the assets of which are generally held in separately administered funds. The pension plans are generally funded by payments from employees and by the relevant group companies. The group also provides certain additional healthcare benefits to retired employees in the United States. The charges for pension costs recognized in the income statement (note 5) relate to the following: 2007 2006 Defined benefit plans Healthcare plans Other pension-related expenses Defined contribution plans Total Of which pension costs related to: - Continuing operations - Exceptional items - Discontinued operations 11 3 3 25 42 42 - - 13 4 2 24 43 52 (9) - For 2008 costs related to pensions and post-employment healthcare and other costs, excluding gains and losses on curtailments and settlements, will be lower than the costs for 2007 (€14 million). Changes in Prepaid pension costs and Employee-benefits liabilities recognized in the balance sheet are disclosed in the following overview: Prepaid pension costs Employee benefits liabilities Balance at 1 January Changes: - Balance of actuarial gains/ (losses) - Employee benefits costs - Acquisitions and disposals - Contributions by employer - Exchange differences - Other changes Total changes Balance at 31 December Of which: - Prepaid pension costs - Employee benefits liabilities 918 (325) 593 146 (17) 2 156 7 0 294 887 478 (406) 72 382 (19) 0 144 8 6 521 593 1,169 (282) 918 (325) The Employee benefits liabilities of €282 million (2006: €325 million) consist of €229 million (2006: €267 million) related to defined benefit plans, €33 million (2006: €33 million) related to healthcare and other costs and €20 million (2006: €25 million) to other pension-related expenses. Pensions The DSM group companies have various pension plans, which are geared to the local regulations and practices in the countries in which they operate. As these plans are designed to comply with the statutory framework, tax legislation, local customs and economic situation of the countries concerned, it follows that the nature of the plans varies from country to country. The plans are based on local legal and contractual obligations. Defined-benefit plans are applicable to certain employees in the Netherlands, Germany, the United Kingdom, Switzerland, the United States and Austria. The rights that can be derived from these plans are based primarily on length of service and the majority of the plans are based on final salary. The majority of the obligations are funded and have been transferred to independent pension funds and life-insurance companies. The German and the Austrian plan are wholly unfunded. Together they represent 4% of the total defined benefit obligation. Annual Report 2007 www.dsm.com 128 Book EN_v2.indb 128 Book EN_v2.indb 128 19-02-2008 12:56:11 19-02-2008 12:56:11 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Post-employment benefits relate to obligations that will be settled in the future and require assumptions to project benefit obligations and fair values of plan assets. Post-employment benefit accounting is intended to reflect the recognition of post- employment benefits over the employee’s approximate service period, based on the terms of the plans and the investment and funding. The accounting requires management to make assumptions regarding variables such as discount rate, future salary increases, return on assets, and future healthcare costs. Management consults with external actuaries regarding these assumptions at least annually for significant plans. Changes in these key assumptions can have a significant impact on the projected defined benefit obligations, funding requirements and periodic costs incurred. The changes defined in the present value of the defined benefit obligations and in the fair value of plan assets of the major plans are listed below: Present value of defined-benefit obligations Fair value of plan assets Balance at 1 January Changes: - Expected return on plan assets - Actuarial gains/(losses) Actual return on plan assets - Settlements - Acquisitions/disposals - Contributions by employer - Contributions by employees - Exchange differences on foreign plans - Benefits paid - Other changes 2007 2006 5,466 5,231 321 (331) (10) - 34 146 20 (32) (224) - 308 25 333 (11) 2 119 19 (16) (212) 1 Balance at 1 January Changes: - Service costs - Interest costs - Contributions by employees - Actuarial (gains)/losses - Curtailments - Settlements - Past service costs - Acquisitions/disposals - Exchange differences on foreign plans - Benefits paid - Other changes 2007 4,906 92 224 20 (541) - - 8 28 (35) (224) - Balance at 31 December 4,478 4,906 2006 Balance at 31 December 5,400 5,466 5,064 The amounts recognized in the balance sheet are as follows: 107 209 19 (365) - (20) 121 2 (20) (212) 1 Present value of funded obligations Fair value of plan assets Present value of unfunded obligations Funded status Unrecognized past service costs Effect of asset ceiling Net assets Of which: - Liabilities (provision for post-employment benefits) - Assets (prepaid pension costs) 2007 2006 (4,276) 5,400 1,124 (202) 922 99 (81) 940 (229) 1,169 (4,685) 5,466 781 (221) 560 107 (16) 651 (267) 918 Annual Report 2007 www.dsm.com 129 Book EN_v2.indb 129 Book EN_v2.indb 129 19-02-2008 12:56:15 19-02-2008 12:56:15 Financial statements 2007 Consolidated financial statements The changes in the net assets recognized in the balance sheet are as follows: 2007 2006 Balance at 1 January Net expense recognized in the income statement Actuarial gains/(losses) recognized directly in equity during the year Asset ceiling recognized directly in equity during the year Contributions by employer Acquisitions/disposals Exchange differences on foreign plans Other changes Balance at 31 December In 2008 DSM is expected to contribute €117 million to its defined-benefit plans. The major categories of pension-plan assets as a percentage of total plan assets are as follows: Bonds Equities Property Other The pension-plan assets do not include ordinary DSM shares nor property occupied by DSM. The total expense recognized in the income statement is as follows: Current service costs Interest on obligation Expected return on plan assets Past service costs (Gains)/losses on curtailments and settlements Costs related to defined benefit plans 651 (11) 210 (62) 146 2 4 - 940 2007 51% 44% 5% 0% 2007 92 224 (321) 16 - 11 160 (13) 390 (9) 119 - 4 - 651 2006 48% 43% 6% 3% 2006 107 209 (308) 14 (9) 13 Annual Report 2007 www.dsm.com 130 Book EN_v2.indb 130 Book EN_v2.indb 130 19-02-2008 12:56:19 19-02-2008 12:56:19 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios The main actuarial assumptions for the year (weighted averages) are: The Netherlands Foreign The Netherlands 2007 Discount rate Price inflation Salary increase Pension increase Expected return on plan assets 5.50% 1.75% 1.75% 1.75% 6.25% 5.00% 2.19% 3.14% 1.69% 4.70% 1.75% 1.75% 1.75% 4.5%-8.5% 5.3-6.0% 4.5-8.5% 2006 Foreign 4.37% 2.03% 3.05% 2.00% The assumptions for the expected return on plan assets are based on a review of historical returns of the asset classes in which the assets of the pension plans are invested and the expected long-term allocation of the assets over these classes. Year-end amounts for the current and previous periods are as follows: Defined benefit obligations Plan assets Funded status of asset/(liability) Experience adjustments on plan assets, gain/(loss) Experience adjustments on plan liabilities, gain/(loss) Assumed gain/(loss) on liabilities 2007 (4,478) 5,400 922 (331) 21 519 2006 2005 2004 (4,906) 5,466 (5,064) 5,231 (4,775) 4,616 560 25 (94) 459 167 430 (149) (1) (159) 175 (407) (1) Post-employment healthcare and other costs In some countries, particularly in the United States, group companies provide retired employees and their surviving dependants with post-employment benefits other than pensions, mainly allowances for healthcare expenses and life-insurance premiums. Some of these are unfunded; in these cases, approved expense claims are reimbursed out of the financial resources of the group companies concerned. The amounts included in the balance sheet are as follows: Present value of funded obligation Fair value of plan assets (including reimbursement rights) Present value of unfunded obligations Unrecognized past service costs Liability (provision for post-employment benefits) 2007 (35) 8 (27) (5) (1) (33) 2006 (34) 8 (26) (6) (1) (33) Annual Report 2007 www.dsm.com 131 Book EN_v2.indb 131 Book EN_v2.indb 131 19-02-2008 12:56:23 19-02-2008 12:56:23 Financial statements 2007 Consolidated financial statements The amounts recognized in the income statement are as follows: Current service costs Interest costs Expected return on plan assets and reimbursement rights Past service costs (Gains)/losses on curtailments or settlements Costs related to healthcare plans 2007 2006 2 2 (1) (0) - 3 2 3 (1) (0) - 4 The changes in the liability for post-employment healthcare and other costs recognized in the balance sheet (provision for post- employment benefits) can be shown as follows: Balance at 1 January Expense recognized in the income statement Actuarial gains/(losses) recognized directly in equity Benefits paid/employer contributions Acquisitions/disposals Exchange differences Balance at 31 December 2007 (33) (3) (2) 1 - 4 (33) The main actuarial assumptions for post-employment healthcare costs (weighted averages) for the year are: Discount rate Price inflation Salary increase Healthcare-cost trend (initial rate) Healthcare-cost trend (ultimate rate) 2007 6.0% 3.0% 4.0% 8.0% 4.75% 2006 (57) (4) (1) 24 - 5 (33) 2006 6.0% 3.0% 4.0% 7.3% 4.7% The impact of a one-percentage-point change in assumed healthcare cost trend rates would have the following effects: One-percentage- One-percentage- point increase point decrease Effect on the aggregate of the service costs and interest costs, (increase) Effect on defined obligation, (increase) (1) (5) 0 4 Annual Report 2007 www.dsm.com 132 Book EN_v2.indb 132 Book EN_v2.indb 132 19-02-2008 12:56:28 19-02-2008 12:56:28 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Amounts for the current and previous periods are as follows: Defined benefit obligations Plan assets (including reimbursement rights) Funded status of asset/(liability) Experience adjustments of plan liabilities, (loss) 25 Net debt 2007 2006 2005 2004 (40) 8 (32) 1 (40) 8 (32) 0 (69) 13 (56) (4) (55) 11 (44) (7) Net debt is an important parameter for DSM's financial policy. In order to maintain a single A credit rating DSM aims for a net debt which is between 30 and 40% of net debt plus equity. Furthermore, operating profit before amortization and depreciation should at least amount to 8.5 times the balance of financial income and expense. The financial policy is discussed in depth in the section on Financial policy on page 79. Borrowings: - Non-current borrowings - Current borrowings Total borrowings Current investments Cash and cash equivalents Financial derivatives, assets (see also note 23) Financial derivatives, liabilities (see also note 23) Net debt 2007 2006 1,560 192 1,752 (4) (369) (83) 42 1,338 907 607 1,514 (3) (552) (79) 41 921 Cash at year-end 2007 was not being used as collateral and was therefore not restricted (2006: also zero). Annual Report 2007 www.dsm.com 133 Book EN_v2.indb 133 Book EN_v2.indb 133 19-02-2008 12:56:32 19-02-2008 12:56:32 Financial statements 2007 Consolidated financial statements 26 Notes to the cash flow statement 27 Share-based compensation The cash flow statement provides an explanation of the changes in cash and cash equivalents. It is prepared on the basis of a comparison of the balance sheets as at 1 January and 31 December. Changes that do not involve cash flows, such as changes in exchange rates, impairment losses and transfers to other balance sheet items, are eliminated. Under the DSM Stock Incentive Plan, performance-related and non-performance-related stock options or Stock Appreciation Rights (SARs) are granted to senior management. Such a grant takes place on the first day on which the DSM stock is quoted ex-dividend following the Annual General Meeting of Shareholders. The opening price of the DSM stock on that day is the exercise price of the stock options and SARs. Stock Options and SARs have a term of eight years and are subject to a vesting period of three years. After this 3-year period one third of the stock options and SARs (non-performance- related) will vest and two thirds of the stock options and SARs that are performance-related will become exercisable in whole, in part, or not at all, depending on the Total Shareholder Return (TSR) achieved by DSM in comparison with a peer group. Non- vested stock options and SARs will be forfeited. If employment is terminated prior to the vesting date, specific rules regarding vesting and forfeitures apply. Stock options and SARs will partly vest and may therefore be exercised immediately upon termination of employment in connection with retirement or early retirement. The exercise of stock incentives is regulated. Besides stock options tied to performance, performance shares have been granted to the members of the Managing Board. Performance shares vest after three years upon the realization of a predefined performance measure (same performance schedule as operated for stock options). Changes in working capital due to the acquisition or disposal of consolidated companies are included under Investing activities. Most of the changes in the cash flow statement can be traced back to the detailed statements of changes for the balance- sheet items concerned. For those balance-sheet items for which no detailed statement of changes is included, the table below shows the link between the change according to the balance sheet and the change according to the cash flow statement: In % of net sales (from continuing operations) 21.6 21.4 Operating working capital Balance at 1 January 2007 Balance at 31 December 2007 1,801 1,875 Balance sheet change Adjustments: - Exchange differences - Changes in consolidation - Transfers Total Change in cash flow 74 69 (19) - 124 (124) Annual Report 2007 www.dsm.com 134 Book EN_v2.indb 134 Book EN_v2.indb 134 19-02-2008 12:56:36 19-02-2008 12:56:36 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Overview of stock options and Stock Appreciation Rights for management Year of issue Out- In 2007 Out- Fair value Exercise Expiry date Granted Exercised Forfeited Expired standing on grant price (€) on 31 Dec. date (€) standing on 31 Dec. 2006 4,000 81,000 395,350 688,800 1,056,323 188,150 2,753,826 2,681,278 2,984,975 (4,000) (66,000) (165,725) (178,500) (424,323) (95,950) - - - - - - 2007 - 15,000 229,625 510,300 632,000 92,200 - - - - - - (1,456,055) (16,950) (2,500) 1,278,321 (80,000) (160,250) (2,500) (6,000) (164,750) (88,500) - - - 2,441,028 2,817,725 3,176,800 1.62 3.52 3.88 5.22 3.09 3.64 2.97 6.15 8.95 7.69 13.005 14 Jan. 2007 18.240 31 Mar. 2008 19.990 30 Mar. 2009 23.505 18.195 19.770 17.895 29.050 38.300 33.600 4 Apr. 2010 4 Apr. 2011 3 Nov. 2011 2 Apr. 2012 8 Apr. 2013 31 Mar. 2014 30 Mar. 2015 - - - - - - - - - - 3,271,300 10,833,702 3,271,300 (2,479,053) (430,450) (2,500) 11,192,999 2,831,473 at 31 Dec. 2005 3,330,396 at 31 Dec. 2006 10,936,871 3,122,725 (2,526,944) (698,950) - 10,833,702 2,342,541 2,831,473 1999 2000 2001 2002 2003 2003 1 2004 2 3 2005 2 2006 2 2007 2 2007 Total Of which vested 2006 Total Of which vested 1 On 3 November 2003 a select group of DSM Nutritional Products employees received stock options and SARs on a one-off basis. 2 Stock options will partly vest, and may therefore immediately be exercised, upon termination of employment in connection with retirement or early retirement. 3 The remaining term to exercise stock options and SARs after their vesting as a result of retirement or early retirement is limited to three years (the remaining term to exercise in the case of regular vesting is five years). Certain employees in the Netherlands are entitled to employee stock options that are granted on the first day on which the DSM stock is quoted ex-dividend following the Annual General Meeting of Shareholders. The opening price of the DSM stock on that day is the exercise price of the stock options. Employee stock options can immediately be exercised and have a term of 5 years. Annual Report 2007 www.dsm.com 135 Book EN_v2.indb 135 Book EN_v2.indb 135 19-02-2008 12:56:40 19-02-2008 12:56:40 Financial statements 2007 Consolidated financial statements Overview of stock options for employees Year of issue Outstanding In 2007 Outstanding Fair value Exercise price Exercise period on 31 Dec. Granted Exercised Forfeited Expired on 31 Dec. on grant date 2007 (€) (€) 2006 128,116 63,522 205,248 605,084 - - - - (117,272) (13,188) (19,320) (120) (1,516) (4,560) (15,991) - (10,844) - - - - - 50,214 184,412 584,533 599,488 3.67 2.33 4.29 6.03 4.27 23.11 until Apr. 2007 18.19 until Apr. 2008 29.05 until Apr. 2010 38.30 until Mar. 2011 33.60 until Mar. 2012 - 648,828 (43,863) (5,477) 1,001,970 648,828 (198,203) (23,104) (10,844) 1,418,647 639,471 (167,120) (41,877) (5,962) 2002 2003 2005 2006 2007 Total Changes in 2006 Based on the 2006 result, 648,828 employee option rights were granted in 2007. Measurement of fair value The costs of option plans are measured by reference to the fair value of the options at the date at which the options are granted. The fair value is determined using the Black-Scholes model, taking into account market conditions linked to the price of the DSM share. Stock-price volatility is determined on the basis of historical volatilities of the DSM share price measured each month over a period equal to the expected option life. The costs of these options are recognized in the income statement (Employee-benefits costs). The following assumptions were used in the Black-Scholes model: Risk-free interest rate (6 years risk free) Expected option life of management option rights Nominal option life of management option rights Expected option life of employee option rights Nominal option life of employee option rights Stock-price volatility of management option rights Stock-price volatility of employee option rights 2007 2006 4.20% 3.93% 6 years 6 years 8 years 8 years 2.5 years 2.5 years 5 years 5 years 26% 20% 26% 26% In the costs for wages and salaries an amount of €9 million is included for share-based compensation (2006: €21 million). Annual Report 2007 www.dsm.com 136 Book EN_v2.indb 136 Book EN_v2.indb 136 19-02-2008 12:56:45 19-02-2008 12:56:45 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios 28 Interests in joint ventures 2007 2006 DSM’s share in its most important joint ventures is disclosed below: Company Location Country DSM Interest Non-current assets Current assets Non-current liabilities Current liabilities DEX-Plastomers VoF Noordgastransport BV EdeA VoF Heerlen Zoetermeer Geleen NL NL NL 50% 40% 50% Net assets Net sales Net result 60 66 (5) (54) 67 217 (1) 75 60 (7) (48) 80 255 (1) The financial data of joint ventures are included in the consolidated financial statements according to the method of proportionate consolidation. DSM’s interests in the assets and liabilities, income and expense of these joint ventures are: 2007 2006 Non-current assets Current assets Non-current liabilities Current liabilities Net assets Net sales Expenses Net profit 151 75 (100) (38) 88 121 (82) 39 165 86 (108) (49) 94 158 (125) 33 29 Interests in associates DSM’s share in its most important associates is disclosed below: Company Location Country DSM Interest Nylon Polymer Company, LLC Xinhui Meida - DSM Nylon Chips Co. Ltd. Augusta Guangzhou US CN 25% 25% Investments in associates are accounted for by the equity method. The following table provides summarized financial information on associates on a 100% basis. 30 Related parties Related-parties disclosure relates entirely to the key management of DSM, being represented by the Managing Board and Supervisory Board of DSM. The total remuneration (including pension expenditures and other commitments) of the members of the Managing Board amounted to €3.8 million (2006: €4.4 million). This includes fixed annual salary to the amount of €2.7 million (2006: €2.3 million), bonuses to the amount of €1.0 million (2006: €1.6 million), no pension expenditure due to pension discount by the Pension Fund (2006: €0.4 million), and other items to the amount of €0.1 million (2006: €0.1 million). For further information about the remuneration of the members of the Managing Board see note 10 on page 142. Members of the Supervisory Board received a fixed remuneration (included in Other operating costs) totaling €0.3 million (2006: €0.3 million). Further information about the remuneration of Managing Board members and Supervisory Board members and their share option rights is given on page 70 of the Report by the Managing Board. 31 Service fees paid to external auditors The service fees paid to Ernst & Young Accountants included in Work subcontracted and other external costs in 2007 amounted to €4.9 million for audit services (2006: €5.2 million), €2.1 million for tax services (2006: €2.0 million) and €0.8 million for sundry services (2006: €0.7 million). Annual Report 2007 www.dsm.com 137 Book EN_v2.indb 137 Book EN_v2.indb 137 19-02-2008 12:56:49 19-02-2008 12:56:49 Financial statements 2007 Financial statements of Royal DSM N.V. Balance sheet at 31 December x € million Assets Non-current assets Intangible assets Property, plant and equipment Financial assets Current assets Receivables Financial derivatives Cash and cash equivalents Total Shareholders' equity and liabilities Royal DSM N.V. Shareholders' equity Non-current liabilities Deferred tax liabilities Provisions Borrowings Current liabilities Provisions Borrowings Financial derivatives Other current liabilities Total Income statement x € million Share in results of subsidiaries, joint ventures and associates (after income-tax expense) Other income and expense Net profit attributable to equity holders of Royal DSM N.V. Annual Report 2007 www.dsm.com 138 Notes 2007 2006 2 3 4 5 6 7 8 7 8 9 409 26 9,738 10,173 473 27 3 503 368 31 8,647 9,046 513 46 1 560 10,676 9,606 5,310 5,784 217 2 1,417 1,636 4 3 32 3,691 3,730 10,676 203 2 715 920 5 403 31 2,463 2,902 9,606 2007 2006 529 (100) 429 652 (105) 547 Book EN_v2.indb 138 Book EN_v2.indb 138 19-02-2008 12:56:53 19-02-2008 12:56:53 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Notes to the Royal DSM N.V. balance sheet 1 General Unless stated otherwise, all amounts are in € million. The company financial statements have been prepared in accordance with accounting principles generally accepted in the Netherlands. The accounting policies used are the same as those used in the consolidated financial statements in accordance with the provisions of article 362-8 of Book 2 of the Dutch Civil Code. Investments in subsidiaries are accounted for in accordance with the equity method. In conformity with article 402, Book 2 of the Dutch Civil Code, a condensed income statement is included in the separate financial statements of Royal DSM N.V. A list of DSM participations has been filed with the Chamber of Commerce for Zuid-Limburg in Maastricht (Netherlands) and is available from the company upon request. The list can also be downloaded from the company’s website www.dsm.com. 2 Intangible assets The intangible assets mainly comprise goodwill. The intangible assets consist of the goodwill paid for the acquisition of NeoResins in 2005 (€358 million), CRINA in 2006 (€6 million) and Pentapharm in 2007 (€31 million). 3 Property, plant and equipment This item mainly relates to land and buildings and corporate IT projects. Capital expenditure in 2007 was €10 million, while the depreciation charge in 2007 was €3 million. The historic cost of property, plant and equipment as at 31 December 2007 was €62 million; accumulated depreciation amounted to €36 million. Annual Report 2007 www.dsm.com 139 Book EN_v2.indb 139 Book EN_v2.indb 139 19-02-2008 12:56:57 19-02-2008 12:56:57 Financial statements 2007 Financial statements of Royal DSM N.V. 4 Financial assets Total Subsidiaries Other Other loans Share in equity Loans participations Balance at 1 January 2006 8,016 7,500 405 Changes: - Share in profit - Dividend received - Capital payments - Goodwill - Net actuarial gains/(losses) - Net asset ceiling - Repayments - Transfer to current loans - Intra-group transactions - Value adjustments - Exchange differences - Other changes 652 (1,514) 652 (1,514) 312 (6) 290 (7) (17) (91) 308 (6) 290 (7) - - 1,170 1,171 (32) (140) 14 (27) (140) 15 - - - - - - - - - - - (1) Balance at 31 December 2006 8,647 8,242 404 Changes: - Share in profit - Dividend received - Capital payments - Goodwill - Net actuarial gains/(losses) - Net asset ceiling - Intra-group transactions - Value adjustments - Exchange differences - Other changes 529 (103) 485 (31) 154 (46) 234 (10) (164) 43 529 (103) 455 (31) 154 (46) 234 (10) (164) 39 - - - - - - - - - 4 3 - - 4 - - - - - (1) (5) - - 1 - - 30 - - - - - - - Balance at 31 December 2007 9,738 9,299 408 31 5 Receivables Receivable from subsidiaries Loans Other receivables Total 2007 418 - 55 473 108 - - - - - - (17) (91) - - - - 0 - - - - - - - - - - 0 2006 326 92 95 513 Annual Report 2007 www.dsm.com 140 Book EN_v2.indb 140 Book EN_v2.indb 140 19-02-2008 12:57:05 19-02-2008 12:57:05 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios 2007 5,784 429 (140) 154 (46) (193) (758) 53 27 2006 5,501 547 (128) 290 (7) (213) (318) 55 57 6 Royal DSM N.V. Shareholders' equity Balance at 1 January Net profit Exchange differences, net of income tax expense Net actuarial gains/(losses) on defined benefit obligations Net asset ceiling related to defined benefit plans Dividend paid Repurchase of ordinary shares Proceeds from reissue of ordinary shares Other changes Balance at 31 December 5,310 5,784 For details see the consolidated statement of changes in equity on page 117. Legal reserve Since the profits retained in Royal DSM N.V.'s subsidiaries, joint ventures and associates can be distributed, and received in the Netherlands, without restriction, no legal reserve for retained profits is required. In Royal DSM N.V. Shareholders’ equity an amount of €193 million is included for Translation reserve, €48 million for Hedging reserve and €(9) million for Fair value reserve. 7 Provisions Environmental costs Other provisions Total 2007 2006 Total Of which current Total Of which current 3 3 6 1 3 4 4 3 7 1 4 5 The total of non-current and current provisions decreased by €1 million. This is the net effect of the following changes: Environmental costs Other provisions Total Balance at Additions Releases Uses Balance at 1 January 2007 4 3 7 31 December 2007 (2) - (2) 3 3 6 1 - 1 - - - Annual Report 2007 www.dsm.com 141 Book EN_v2.indb 141 Book EN_v2.indb 141 19-02-2008 12:57:10 19-02-2008 12:57:10 Financial statements 2007 Financial statements of Royal DSM N.V. 8 Borrowings Debenture loans Private loans Credit institutions Total Of the total amount of borrowings outstanding at 31 December 2007, €1,246 million had a remaining term of more than five years. The repayment schedule for borrowings is as follows: 2008 2009 2010 2011 and 2012 2013 through 2017 After 2017 Total - 170 - 1 1,246 - 1,417 In agreements governing loans with a residual amount at year- end 2007 of €1,417 million, none of which were of a current nature (31 December 2006: €1,118 million, of which €403 million current), clauses have been included which restrict the provision of security. 9 Other current liabilities Owing to subsidiaries Other liabilities Deferred items 2007 2006 3,612 2,387 73 6 74 2 Total 3,691 2,463 Contingent liabilities Guarantee obligations on behalf of affiliated companies and third parties amounted to €247 million (31 December 2006: €268 million). Royal DSM N.V. has declared in writing that it accepts several liability for debts arising from acts-in-law of a number of consolidated companies. These debts are included in the consolidated balance sheet. 2007 2006 Total Of which current Total Of which current 1,210 207 3 1,420 - - 3 3 886 232 - 1,118 403 - - 403 10 Remuneration of the members of the Managing Board Total remuneration The remuneration of the members of the Managing Board is determined by the Supervisory Board within the framework of the remuneration policy for 2007 and subsequent years as approved by the Annual General Meeting of Shareholders on 28 March 2007. More details about the remuneration policy are included in the remuneration report (page 70). The total remuneration (including pension expenditure and other commitments) of the members of the Managing Board amounted to €3.8 million (2006: €4.4 million). The remuneration of the individual members of the Managing Board was as follows: Feike Sijbesma (CEO as of 1 May 2007): salary €609,000 (2006: €476,000), bonus €233,000 (2006: €291,000), pension expenditure zero (2006: €91,000), other items €34,000 (2006: €6,000); Peter Elverding (until 1 May 2007): salary €220,000 (2006: €652,000), bonus €319,000 (2006: €379,000), pension expenditure zero (2006: €111,000), other items €60,000 (2006: €4,000); Jan Zuidam: salary €488,000 (2006: €476,000), bonus €233,000 (2006: €291,000), pension expenditure zero (2006: €82,000), other items €27,000 (2006: €4,000); Nico Gerardu: salary €488,000 (2006: €358,000), bonus €176,000 (2006: zero), pension expenditure zero (2006:€52,000), other items €4,000 (2006: €3,000); Rolf-Dieter Schwalb: salary €488,000 (2006: €120,000), bonus €59,000 (2006: zero), pension expenditure zero (2006: €18,000), other items €5,000 (2006: €2,000); Stephan Tanda (as of 1 May 2007): salary €327,000, bonus zero, pension expenditure zero, other items €5,000. Outstanding and exercised stock incentives The following table shows the stock incentives of the individual members of the Managing Board and the rights exercised. Annual Report 2007 www.dsm.com 142 Book EN_v2.indb 142 Book EN_v2.indb 142 19-02-2008 12:57:14 19-02-2008 12:57:14 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Overview of performance shares and stock options Year of issue Outstanding on In 2007 Outstanding on Exercise price Expiry date 31 Dec. 2006 Granted Exercised Forfeited/ 31 Dec. 2007 (€) expired Feike Sijbesma Stock options Of which vested Performance shares Of which vested Jan Zuidam Stock options Of which vested Performance shares Of which vested 2001 2002 2003 2004 2005 2006 2007 Total 2005 2006 2007 Total 2001 2002 2003 2004 2005 2006 2007 Total 2005 2006 2007 Total 60,000 60,000 60,000 60,000 30,000 30,000 - 300,000 180,000 8,000 8,000 - 16,000 - 60,000 60,000 60,000 60,000 30,000 30,000 - 300,000 180,000 8,000 8,000 - 16,000 - - - - - - - 30,000 30,000 - - 8,000 8,000 - - - - - - 30,000 30,000 - - 8,000 8,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 60,000 60,000 60,000 60,000 30,000 30,000 30,000 330,000 240,000 8,000 8,000 8,000 24,000 - 60,000 60,000 60,000 60,000 30,000 30,000 30,000 330,000 240,000 8,000 8,000 8,000 24,000 - 19.990 30 March '09 23.505 18.195 17.895 29.050 4 April '10 4 April '11 2 April '12 8 April '13 38.300 31 March '14 33.600 30 March '15 29.050 38.300 33.600 19.990 30 March '09 23.505 18.195 17.895 29.050 4 April '10 4 April '11 2 April '12 8 April '13 38.300 31 March '14 33.600 30 March '15 29.050 38.300 33.600 Annual Report 2007 www.dsm.com 143 Book EN_v2.indb 143 Book EN_v2.indb 143 19-02-2008 12:57:18 19-02-2008 12:57:18 Financial statements 2007 Financial statements of Royal DSM N.V. Year of issue Outstanding on In 2007 Outstanding on Exercise price Expiry date 31 Dec. 2006 Granted Exercised Forfeited/ 31 Dec. 2007 (€) expired Nico Gerardu Stock options Of which vested Performance shares Of which vested Rolf-Dieter Schwalb Stock options Of which vested Performance shares Of which vested Stephan Tanda Stock options Of which vested Performance shares Of which vested 2002 2003 2004 2005 2006 2007 Total 2006 2007 Total 2007 2007 2007 2007 36,000 36,000 36,000 36,000 30,000 - 174,000 72,000 8,000 - 8,000 - - - - - - - - - - - - - - 30,000 30,000 - 8,000 8,000 30,000 8,000 30,000 8,000 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 36,000 36,000 36,000 36,000 30,000 30,000 204,000 108,000 8,000 8,000 16,000 23.505 18.195 17.895 29.050 4 April '10 4 April '11 2 April '12 8 April '13 38.300 31 March '14 33.600 30 March '15 38.300 33.600 30,000 33.600 30 March '15 - 8,000 33.600 - 30,000 33.600 30 March '15 - 8,000 33.600 - Annual Report 2007 www.dsm.com 144 Book EN_v2.indb 144 Book EN_v2.indb 144 19-02-2008 12:57:22 19-02-2008 12:57:22 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Year of issue Out- In 2007 Out- Exercise price Average Expiry date standing on Granted Exercised Forfeited/ standing on 1 (€) share 31 Dec. 2006 expired May 2007 price at exercise (€) Peter Elverding 1 Stock options Of which vested Performance shares Of which vested 2000 2001 2002 2003 2004 2005 2006 2007 Total 2005 2006 2007 Total 45,000 75,000 75,000 75,000 75,000 37,500 37,500 - 420,000 270,000 10,000 10,000 - 20,000 - - - - - - - - 37,500 37,500 - - 10,000 10,000 (45,000) - - - - - - - - - - - - (18,750) (18,750) (18,750) 75,000 75,000 75,000 75,000 18,750 18,750 18,750 (45,000) (56,250) 356,250 356,250 5,000 5,000 5,000 15,000 15,000 - - - - (5,000) (5,000) (5,000) (15,000) - 18.240 32.515 31 March '08 30 March '09 4 April '10 4 April '11 2 April '12 8 April '13 31 March '14 30 March '15 19.990 23.505 18.195 17.895 29.050 38.300 33.600 29.050 38.300 33.600 1 Upon retirement or early retirement, 50% of any unvested stock options and unvested performance shares vest (and become exercisable); the remaining 50% are forfeited. Overview of performance shares Year of issue Outstanding In 2007 Outstanding Share price on 31 Dec. Granted Vested Forfeited on 31 Dec. at 2006 26,000 34,000 - - - 50,000 2005 1 2006 1 2007 1 2007 date of grant (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) 16,000 24,000 40,000 (€) 29.050 38.300 33.600 60,000 50,000 (15,000) (15,000) 80,000 - At 31 Dec. 2005 - At 31 Dec. 2006 42,000 34,000 - (16,000) 60,000 - - Total 2007 Of which vested Total 2006 Of which vested 1 Upon retirement or early retirement, 50% of any unvested performance shares vest; the remaining 50% are forfeited. Annual Report 2007 www.dsm.com 145 Book EN_v2.indb 145 Book EN_v2.indb 145 19-02-2008 12:57:26 19-02-2008 12:57:26 Financial statements 2007 Financial statements of Royal DSM N.V. Shares At year-end 2007 the members of the Managing Board together held 12,036 shares (year-end 2006: 1,836 shares) in Royal DSM N.V. Loans The company does not provide any loans to members of the Managing Board. 11 Remuneration of the members of the Supervisory Board The total remuneration (annual fixed fee and annual committee membership fee) of the members of the Supervisory Board amounted to €0.3 million (2006: €0.3 million). The remuneration of the individual members of the Supervisory Board was as follows: In € Annual fixed fee Committee fee Other costs Total Cor Herkströter, chairman Henk Bodt, deputy chairman Pierre Hochuli Ewald Kist Okko Müller Claudio Sonder Tom de Swaan Cees van Woudenberg 50,000 35,000 35,000 35,000 8,750 35,000 35,000 35,000 8,750 7,500 - 5,000 1,250 3,750 5,000 5,000 3,241 3,241 1,250 3,241 313 1,250 3,241 1,748 61,991 45,741 36,250 43,241 10,313 40,000 43,241 41,748 Total 268,750 36,250 17,525 322,525 At year-end 2007 the members of the Supervisory Board together held 6,084 shares (2006: 9,584 shares) in Royal DSM N.V. These shareholdings serve as a long-term investment in the company. The company does not provide any loans to its Supervisory Board members. Rules have been adopted governing ownership of and reporting on transactions in securities (other than securities issued by DSM) by Supervisory Board members. Heerlen, 11 February 2008 Heerlen, 12 February 2008 MANAGING BOARD, SUPERVISORY BOARD, Feike Sijbesma Jan Zuidam Nico Gerardu Rolf-Dieter Schwalb Stephan Tanda Cor Herkströter Henk Bodt Pierre Hochuli Ewald Kist Claudio Sonder Tom de Swaan Cees van Woudenberg Annual Report 2007 www.dsm.com 146 Book EN_v2.indb 146 Book EN_v2.indb 146 19-02-2008 12:57:31 19-02-2008 12:57:31 Financial statements 2007 Other information Royal DSM N.V. Attn. Managing Board of Directors Auditor's report Report on the financial statements We have audited the accompanying financial statements of Royal DSM N.V., Heerlen. The financial statements consist of the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated balance sheet as at December 31, 2007, the income statement, statement of recognized income and expense and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. The company financial statements comprise the company balance sheet as at December 31, 2007, the company income statement for the year then ended and the notes. Management's responsibility Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code, and for the preparation of the Report by the Managing Board in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditor's responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform our audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion with respect to the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position of Royal DSM N.V. as at December 31, 2007, and of its result and its cash flow for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code. Opinion with respect to the company financial statements In our opinion, the company financial statements give a true and fair view of the financial position of Royal DSM N.V. as at December 31, 2007, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code. Report on other legal and regulatory requirements Pursuant to the legal requirement under 2:393 sub 5 part e of the Netherlands Civil Code, we report, to the extent of our competence, that the management board report is consistent with the financial statements as required by 2:391 sub 4 of the Netherlands Civil Code. Maastricht, 12 February 2008 for Ernst & Young Accountants was signed by P.J.A.M. Jongstra Profit appropriation According to Article 32 of the Royal DSM N.V. Articles of Association and with the approval of the Supervisory Board of Directors, every year the Managing Board determines the portion of the net profit to be appropriated to the reserves. For the year 2007 the net profit is €429 million and the amount to be appropriated to the reserves has been established at €215 million. From the subsequent balance of the net profit (€214 million), dividend is first distributed on the cumulative preference shares B. At the end of 2007 no cumprefs B were in issue. Subsequently, a 4.348% dividend is distributed on the cumulative preference shares A, based on a share price of €5.29 Annual Report 2007 www.dsm.com 147 Book EN_v2.indb 147 Book EN_v2.indb 147 19-02-2008 12:57:35 19-02-2008 12:57:35 The DSM Preference Shares Foundation and DSM have concluded agreements on the placement of preference shares B and an option on such shares. Under these agreements, the Foundation is obliged to take preference shares B in DSM’s capital or has the right to acquire such shares to a maximum corresponding to 100% of the capital issued in any form other than preference shares B, less one. The Foundation acquired no preference shares B in 2007. On 31 December 2007 the Foundation Committee was composed as follows: Floris Maljers, chairman Maarten van Veen, vice-chairman Mick den Boogert The Foundation Committee Financial statements 2007 Other information per cumulative preference share A. For 2007 this distribution amounts to €0.23 per share, which is €10 million in total. An interim dividend of €0.08 per cumulative preference share A having been paid in August 2007, the final dividend will then amount to €0.15 per cumulative preference share A. The profits remaining after distribution of these dividends (€204 million) will be put at the disposal of the Annual General Meeting of Shareholders in accordance with the provisions of Article 32, section 6 of the Articles of Association. In view of the above, the proposed dividend on ordinary shares outstanding for the year 2007 would amount to €1.20 per share. An interim dividend of €0.33 per ordinary share having been paid in August 2007, the final dividend would then amount to €0.87 per ordinary share. If the Annual General Meeting of Shareholders makes a decision in accordance with the proposal, the net profit will be appropriated as follows: In € million Net profit Profit appropriation: - To be added to the reserves - Dividend on cumprefs A - Interim dividend on ordinary shares - Final dividend payable on ordinary shares Special statutory rights 2007 429 215 10 59 145 2006 547 350 10 63 124 DSM Preference Shares Foundation The DSM Preference Shares Foundation was established in 1989. By virtue of DSM's Articles of Association, 375,000,000 preference shares B can be issued. If, without the approval of the Managing Board and Supervisory Board, either a bid is made for the ordinary shares, or a significant participation in ordinary shares is built up, or such an event is likely to occur, then these preference shares B may be issued, which shares shall have the same voting rights as the ordinary shares. These preference shares can be placed with the DSM Preference Shares Foundation. Annual Report 2007 www.dsm.com 148 Book EN_v2.indb 148 Book EN_v2.indb 148 19-02-2008 12:57:39 19-02-2008 12:57:39 Declaration of indepence The DSM Managing Board and the Foundation Committee hereby declare that, according to their joint assessment, the DSM Preference Shares Foundation meets the independence requirements as referred to in article 5:71, first paragraph, under c of the Dutch Act on Financial Supervision (Wet op het financieel toezicht). The Managing Board of Royal DSM N.V. The Foundation Committee Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Annual general Meeting of Shareholders The Annual General Meeting is to be held at the DSM head office in Heerlen (Netherlands) on Wednesday, 26 March 2008 at 14.00 hours. Important dates Ex-dividend quotation Publication of first-quarter results Publication of second- quarter results Publication of third-quarter results Annual report 2008 Annual General Meeting of Shareholders Friday, 28 March 2008 Tuesday, 29 April 2008 Tuesday, 29 July 2008 Monday, 27 October 2008 Monday, 16 February 2009 Wednesday, 1 April 2009 Annual Report 2007 www.dsm.com 149 Book EN_v2.indb 149 Book EN_v2.indb 149 19-02-2008 12:57:43 19-02-2008 12:57:43 Financial statements 2007 DSM figures: five-year summary Balance sheet x € million Assets Intangible assets Property, plant and equipment Deferred tax assets Prepaid pension costs Associates Other financial assets Non-current assets Inventories Receivables Financial derivatives Current investments Cash and cash equivalents Assets held for sale Current assets Total assets Equity and liabilities Royal DSM N.V. Shareholders' equity Minority interests Equity Deferred tax liabilities Employee-benefits liabilities Provisions Borrowings Other non-current liabilities Non-current liabilities Employee-benefits liabilities Provisions Borrowings Financial derivatives Other current liabilities Liabilities held for sale Current liabilities Total equity and liabilities Capital employed Capital expenditure: - Intangible assets and property, plant and equipment - Acquisitions Disposals Depreciation and amortization Net debt 2 Ratios 2 - Net sales / average capital employed - Current assets / current liabilities - Equity / total assets - Gearing (net debt / equity plus net debt) 2007 1 2006 1 2005 1 2004 1 2004 2003 1,037 3,440 346 1,169 20 126 6,138 1,547 1,687 83 4 369 3,690 - 3,690 9,828 5,310 73 5,383 344 273 170 1,560 35 2,382 9 91 192 42 1,729 2,063 - 2,063 9,828 5,982 475 93 52 424 1,338 1.43 1.78 0.55 0.20 1,008 3,655 496 918 26 100 6,203 1,515 1,739 79 3 552 3,888 - 3,888 10,091 5,784 71 5,855 383 304 188 907 44 1,826 21 127 607 41 1,614 2,410 - 2,410 10,091 1,003 3,750 533 478 43 189 5,996 1,535 1,597 36 5 902 4,075 43 4,118 10,114 5,501 67 5,568 219 383 166 1,381 53 2,202 23 220 329 65 1,699 2,336 8 2,344 10,114 6,303 6,221 457 44 165 451 921 1.34 1.61 0.58 0.14 401 573 222 567 832 1.34 1.76 0.55 0.13 453 3,811 492 166 78 82 5,082 1,348 1,556 244 6 1,261 4,415 - 4,415 9,497 4,668 22 4,690 134 378 284 1,497 60 2,353 39 219 527 59 1,610 2,454 - 2,454 9,497 5,558 348 0 28 613 339 1.34 1.80 0.49 0.07 369 3,809 - - 491 - 4,669 1,347 1,669 - 4 1,247 4,267 - 4,267 8,936 4,812 22 4,834 - - 874 1,045 - 1,919 - - 543 - 1,640 2,183 - 2,183 8,936 5,554 334 0 28 632 337 1.32 1.95 0.54 0.07 405 4,188 - - 371 - 4,964 1,474 1,746 - 4 1,212 4,436 - 4,436 9,400 4,918 43 4,961 - - 901 1,505 - 2,406 - - 382 - 1,651 2,033 - 2,033 9,400 6,162 433 1,561 17 516 671 1.21 2.18 0.53 0.12 1 After the change to IFRS as primary basis of accounting. The figures for previous periods were prepared in accordance with NL GAAP. 2 To enhance comparability the net debt and ratios for 2004 do not include the impact of the temporary reclassification of cumulative preference shares A. Annual Report 2007 www.dsm.com 150 Book EN_v2.indb 150 Book EN_v2.indb 150 19-02-2008 12:57:47 19-02-2008 12:57:47 Financial statements 2007 Consolidated financial statements Financial statements of Royal DSM N.V. Other information DSM figures: five-year summary Explanation of some financial concepts and ratios Income statement x € million Net sales 2007 1 2006 1 2005 1 2004 1 2004 2003 8,757 8,380 8,195 7,832 7,752 6,050 Operating profit plus depreciation and amortization (EBITDA) 1,247 1,274 1,311 1,067 1,013 723 Operating profit (EBIT) Net finance costs Income tax expense Share of the profit of associates Net profit before exceptional items Net profit from exceptional items Profit for the year Profit attributable to minority interests 823 (75) (183) (2) 563 (129) 434 (5) 834 (81) (198) 1 556 (4) 552 (5) 808 (70) (180) (2) 556 (36) 520 7 562 (56) (103) 9 412 (142) 270 23 489 (51) (98) 8 348 (97) 251 11 294 (31) (49) 5 219 (94) 125 14 Net profit attributable to equity holders of Royal DSM N.V. Net profit attributable to holders of cumulative preference shares Net profit used for calculating earnings per share Workforce at 31 December (x 1000) 429 547 527 293 262 139 (10) (10) (16) (22) (22) (22) 419 23 537 22 511 22 271 24 240 24 117 26 Employee-benefits costs (x € million) 1,389 1,332 1,385 1,411 1,487 1,215 Percentage ratios: - EBIT / net sales - CFROI - Net profit / average Royal DSM N.V. shareholders' equity available to holders of ordinary shares 9.4 8.3 10.0 8.5 9.9 9.1 7.2 8.1 6.3 7.6 4.9 5.8 7.9 9.9 10.1 5.8 5.3 2.5 EBITDA / net finance costs 16.6 15.7 18.7 19.1 19.9 23.3 Dividend (x € million) 214 197 207 190 190 188 1 After the change to IFRS as primary basis of accounting, including discontinued operations. The figures for previous periods were prepared in accordance with NL GAAP. Annual Report 2007 www.dsm.com 151 Book EN_v2.indb 151 Book EN_v2.indb 151 19-02-2008 12:57:55 19-02-2008 12:57:55 Financial statements 2007 DSM figures: five-year summary Information about ordinary DSM shares 1 Per ordinary share in € 2007 2 2006 2 2005 2 2004 2 2004 2003 Net profit before exceptional items Net profit Cash flow Royal DSM N.V. Shareholders' equity 3.07 2.35 5.56 2.85 2.83 5.21 2.82 2.68 5.65 2.09 1.41 4.52 1.76 1.25 3.99 1.11 0.62 2.88 30.42 30.03 27.59 25.19 23.86 23.86 Dividend: - Interim dividend - Final dividend 1.20 3 0.33 0.87 1.00 0.33 0.67 1.00 0.29 0.71 0.875 0.290 0.585 0.875 0.290 0.585 0.875 0.290 0.585 Pay-out including dividend on cumulative preference shares as % of net profit before exceptional items Dividend yield (based on average price of an ordinary DSM share) Share prices on Euronext Amsterdam: - Highest price - Lowest price - At 31 December (x 1000) Number of ordinary shares outstanding: - At 31 December - Average Daily trading volumes on Euronext Amsterdam: - Average - Lowest - Highest 35% 38% 33% 45% 53% 81% 3.3% 2.9% 3.4% 4.3% 4.3% 4.5% 39.87 31.63 32.33 39.70 28.58 37.43 35.22 23.07 34.50 23.85 17.88 23.81 23.85 17.88 23.81 22.50 15.65 19.52 166,897 178,541 184,850 189,550 190,923 190,783 191,957 191,617 191,957 191,617 191,537 189,430 1,590 94 11,347 1,301 267 5,268 1,063 238 6,563 1,014 26 6,494 1,014 26 6,494 1,126 130 6,540 1 On 5 September 2005 DSM effected a share split on a two-for-one basis (two shares for one old share) in order to increase the liquidity of the DSM share. The data regarding the number of shares and earnings per share in the overview have been presented as if the splitting of the ordinary DSM shares had taken place prior to all periods presented. 2 After the change to IFRS as primary basis of accounting. The figures for previous periods were prepared in accordance with NL GAAP 3 Subject to approval by the Annual General Meeting of Shareholders. Annual Report 2007 www.dsm.com 152 Book EN_v2.indb 152 Book EN_v2.indb 152 19-02-2008 12:58:04 19-02-2008 12:58:04 Financial statements 2007 Explanation of some financial concepts and ratios General Definitions In calculating financial profitability ratios use is made of the average of the opening and closing values of balance sheet items in the year under review. The financial indicators per ordinary share are calculated on the basis of the average number of ordinary shares outstanding (average daily number). In calculating Royal DSM N.V. shareholders’ equity per ordinary share, however, the number of shares outstanding at year-end is used. In calculating the figures per ordinary share and the ‘net profit as a percentage of average Royal DSM N.V. shareholders’ equity available to holders of ordinary shares’, the amounts available to the holders of cumulative preference shares are deducted from the profits and from Royal DSM N.V. shareholders’ equity. Capital employed The total of the carrying amount of intangible assets and property, plant and equipment, inventories, trade receivables and other receivables, less trade payables and other current liabilities. Capital expenditure This includes all investments in intangible assets and property, plant and equipment as well as the acquisition of subsidiaries, associates and securities. Cash flow Cash flow is net profit plus depreciation and amortization. CFROI (Cash Flow Return On Investment) Cash Flow Return On Investment is the sustainable cash flow (recurring EBITDA minus related annual tax and minus 1% depreciation on weighted average historic asset base) divided by weighted average asset base plus average working capital. Disposals This includes the disposal of intangible assets and property, plant and equipment as well as the disposal of participating interests and other securities. Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) EBITDA is the sum total of operating profit plus depreciation and amortization. Earnings per ordinary share Net profit attributable to equity holders of Royal DSM N.V. minus dividend on cumulative preference shares, divided by the average number of ordinary shares outstanding. Operating working capital The total of inventories and trade receivables, less trade payables. Total Shareholder Return (TSR) Total shareholder return is capital gain plus dividend paid. Annual Report 2007 www.dsm.com 153 Book EN_v2.indb 153 Book EN_v2.indb 153 19-02-2008 12:58:08 19-02-2008 12:58:08 Royal DSM N.V. Annual Report 2007 R o y a l D S M N V. . A n n u a l R e p o r t 2 0 0 7 Life Sciences and Materials Sciences Embracing the Future Royal DSM N.V. P.O. Box 6500 6401 JH Heerlen The Netherlands T + 31 (45) 578 8111 www.dsm.com Every day, millions of people use products containing our ingredients or materials – often without realizing that it is a DSM ingredient that sets these products apart. We supply numerous innovative ingredients and applications to a wide variety of producers in various markets all over the world. Responsible innovation is the key to our success. With a relentless drive to innovate we are defining our future today. At the same time we focus on more sustainable products to help secure a better future for the world. With products and services in Life Sciences and Materials Sciences we are embracing the future by supporting a healthier, more sustainable and more enjoyable way of life. The Unlimited.DSM brand reflects our continuous drive to improve – in sports for example, where innovative development and improvement in nutrition and materials can make the difference. Unlimited.DSM As the innovative Partner in Sports of the Dutch Olympic Committee (NOC*NSF), DSM works closely together with sportsmen and women in their quest for success – and together we help the world of sports move forward. See page 84 for a more in-depth look at DSM and sports. Annual Report 2007 www.dsm.com 

Continue reading text version or see original annual report in PDF format above